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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ________, 19___ to ________, 19___.
Commission File Number: 0-17204
INFINITY, INC.
----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 84-1070066
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
211 West 14th Street, Chanute, Kansas 66720
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(316) 431-6200
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
X Yes ---- No
There were 11,916,862 shares of the Registrant's Common Stock outstanding as
of December 31, 1998.
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INFINITY, INC.
FORM 10-QSB
INDEX
Part I Financial Information Page Number
Item 1. Financial Information:
Condensed Consolidated Balance Sheets.............. 3
Condensed Consolidated Statements of Operations.... 4
Condensed Consolidated Statements of Cash Flows.... 6
Notes to Financial Statements...................... 7
Item 2. Management's Discussion and Analysis or
Plan of Operations................................. 10
Part II: Other Information.................................. 13
2
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS (Note)
December 31, March 31,
1998 1998
------------ -----------
CURRENT ASSETS
Cash $ 30,312 $ 238,135
Accounts Receivable, less allowance
for doubtful accounts 869,951 281,330
Inventories 171,093 188,576
Prepaid Expenses 82,147 74,258
----------- -----------
TOTAL CURRENT ASSETS 1,153,503 782,299
PROPERTY AND EQUIPMENT, at cost,
less accumulated depreciation 3,357,548 4,040,268
OIL AND GAS PROPERTIES, using the full
cost method, less accumulated depletion - 4,527,768
INTANGIBLE ASSETS, at cost, less accumulated
amortization 154,095 235,129
INVESTMENT - Evergreen common stock 7,481,250 -
----------- -----------
TOTAL ASSETS 12,146,396 9,585,464
LIABILITIES
CURRENT LIABILITIES
Accounts Payable 468,299 730,664
Accrued Expenses 288,873 237,195
Deferred revenue - 90,000
Current portion of long-term debt 933,836 657,204
----------- -----------
TOTAL CURRENT LIABILITIES 1,691,008 1,715,063
LONG-TERM LIABILITIES
Long-term debt, less current portion
above 1,859,776 2,439,990
----------- -----------
TOTAL LIABILITIES 3,550,784 4,155,053
STOCKHOLDERS' EQUITY
CAPITAL CONTRIBUTED
Common stock, par value $.0001, authorized
300,000,000 shares, issued and outstanding
11,916,862 shares; 11,313,396 shares 1,191 1,131
Additional paid-in-capital 10,602,733 9,768,231
----------- -----------
TOTAL CAPITAL CONTRIBUTED 10,603,924 9,769,362
RETAINED EARNINGS (DEFICIT) (2,008,312) (4,338,951)
TOTAL STOCKHOLDERS' EQUITY 8,595,612 5,430,411
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $12,146,396 $ 9,585,464
----------- -----------
The consolidated balance sheet at March 31, 1998 has been derived from the
audited financial statements at that date.
See Notes to Financial Statements
3
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
December 31,
1998 1997
----------- -----------
NET SALES $ 1,260,015 $ 1,062,950
COST OF GOODS SOLD 773,366 683,318
----------- -----------
GROSS PROFIT 486,649 379,632
OPERATING EXPENSES
Salaries 144,571 122,415
Taxes 42,272 54,533
Consulting fees 774 1,645
Professional Services 29,960 27,162
Travel & Entertainment 18,366 12,664
Insurance 39,251 40,765
Advertising 3,067 4,337
Office Supplies & Expense 12,308 13,058
Telephone 17,394 23,551
Rent & Utilities 28,345 33,679
Depreciation & Amortization 178,706 189,593
Other Expenses 61,866 13,296
----------- -----------
TOTAL OPERATING EXPENSES 576,880 536,698
OPERATING INCOME (LOSS) (90,231) (157,066)
----------- -----------
OTHER INCOME (EXPENSE)
Interest Income & Finance Charges 2,378 1,142
Interest Expense (60,773) (52,525)
Rent and Other Income 2,690 28,426
Gain on sales of assets 3,136,807 -
----------- -----------
TOTAL OTHER INCOME (EXPENSE) 3,081,102 (22,957)
NET INCOME (LOSS) $ 2,990,871 $ (180,023)
NET INCOME (LOSS) PER COMMON SHARE $ 0.25 $ (0.02)
Weighted Average Shares Outstanding 11,916,862 10,591,523
See Notes to Financial Statements
4
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended
December 31,
1998 1997
----------- -----------
NET SALES $ 3,969,387 $ 3,695,014
COST OF GOODS SOLD 2,426,873 1,888,523
----------- -----------
GROSS PROFIT 1,542,514 1,806,491
OPERATING EXPENSES
Salaries 379,378 315,385
Taxes 143,314 168,763
Consulting fees 5,057 3,115
Professional Services 65,534 54,047
Travel & Entertainment 46,482 26,317
Insurance 108,992 124,980
Advertising 10,251 7,895
Office Supplies & Expense 34,101 29,178
Telephone 61,068 64,199
Rent & Utilities 87,117 99,539
Depreciation & Amortization 578,672 543,644
Other Expenses 91,790 35,920
----------- -----------
TOTAL OPERATING EXPENSES 1,611,756 1,472,982
OPERATING INCOME (LOSS) (69,242) 333,509
OTHER INCOME (EXPENSE)
Interest Income & Finance Charges 5,612 1,967
Interest Expense (188,894) (116,970)
Rent and Other Income 31,356 93,066
Impairment of Wyoming property (585,000) -
Gain on sale of gas properties 3,136,807 -
----------- -----------
TOTAL OTHER INCOME (EXPENSE) 2,399,881 (21,937)
NET INCOME (LOSS) $ 2,330,639 $ 311,572
NET INCOME PER COMMON SHARE $ 0.20 $ 0.03
Weighted Average Shares Outstanding 11,705,601 10,255,917
See Notes to Financial Statements
5
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
December 31,
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 2,330,639 $ 311,572
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 578,672 543,644
Impairment of asset value 585,000 -
Loss (Gain) on sale of assets (3,136,807) 42,978
(Increase) decrease in operating assets
Accounts Receivable (338,621) 121,992
Inventories 17,483 1,533
Prepaid Expenses (7,889) (5,876)
Increase (decrease) in operating
liabilities
Accounts Payable 166,850 (171,535)
Accrued Expenses 141,678 (6,772)
Deferred revenue (90,000) (30,430)
----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 247,005 807,106
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (245,333) (250,496)
Investment in oil and gas properties (404,784) (1,501,930)
Investment in intangible assets (20,976) (58,669)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (671,093) (1,811,095)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in notes payable - (101,000)
Increase in long-term debt 402,612 193,795
Proceeds from issuance of common stock 289,062 1,782,289
Repayment of long-term debt (475,409) (267,487)
----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 216,265 1,607,597
----------- -----------
NET INCREASE (DECREASE) IN CASH (207,823) 603,608
CASH, BEGINNING OF PERIOD 238,135 52,725
----------- -----------
CASH, END OF PERIOD $ 30,312 $ 656,333
----------- -----------
See Notes to Financial Statements
6
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INFINITY, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Infinity, Inc. (Infinity) was organized under the laws of
the State of Colorado on April 2, 1987, primarily for the purpose of engaging
in any lawful business, but intending to acquire business opportunities.
Principles of consolidation - The accompanying consolidated financial
statements include the accounts of the following companies:
Parent Company:
Infinity, Inc.
Wholly-Owned Subsidiaries:
Infinity Research and Development, Inc.
Consolidated Industrial Services, Inc.
(incorporated during the year ended March 31, 1994)
L.D.C. Food Systems, Inc.
(acquired during the year ended March 31, 1994)
CIS Oil and Gas, Inc.
(incorporated during the year ended March 31, 1996)
Consolidated Pipeline, Inc.
(incorporated during the year ended March 31, 1996)
(2) EARNING (LOSS) PER SHARE
Earnings or loss per share is based on the weighted average number of
shares outstanding. The number of shares used in the calculation was
11,705,601 and 10,255,917 for the nine month periods ended December 31, 1998
and 1997, respectively. Common stock equivalents are not included in the
computation because their inclusion would be anti-dilutive.
(3) LONG-TERM DEBT
On February 6, 1998, the Company obtained a $4,000,000 credit facility
from The CIT Group/Credit Finance, Inc. (CIT). This facility is secured by
substantially all of the assets of its wholly-owned subsidiary, Consolidated
Industrial Services, Inc. and is partially guaranteed by the company's
president. The loan requires monthly interest payments at a rate per annum of
two percent over a bank prime rate. The facility was originally funded with
$2,700,000 which will be repaid in monthly principal payments of $45,000
through February 2001. Also available to the company is a revolving line of
credit based on eighty percent of trade accounts receivable and a line of
credit of $1,000,000 based on the value of equipment purchased in the future.
Proceeds of this facility were used to refinance existing long-term debt, bank
lines of credit and certain other equipment loans and will provide working
capital for the company.
In connection with the agreement, the company issued a warrant to The CIT
Group to purchase up to 150,000 shares of the company's common stock at an
exercise price of $2.50 per share for the three years from the date of the
agreement. A warrant allowing the previous lender to purchase 1,250,000
shares of common stock at an exercise price of $2.00 per share expired
unexercised as a result of this refinancing.
7
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(4) IMPAIRMENT OF ASSET VALUE
In October 1996, the Company entered into a five year renewable agreement
to lease wastewater treatment facilities in Chanute, Kansas and Cheyenne,
Wyoming to an outside party. During August, 1998, these properties were
abandoned by the outside party and operating responsibility was returned to
the Company. Statement of Financial Accounting Standards No. 121 (SFAS 121),
"Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of", requires that long-lived assets held and used by a Company must
be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable based on
circumstances at the time of the review. For purposes of assessing impairment
under this standard, assets are required to be grouped at the lowest level for
which there are separately identifiable cash flows. Based on information
available at the time of the abandonment, the Company determined that
currently expected future cash flows from the Wyoming facility indicated that
an impairment existed. As a result, the Company recorded a non-cash charge of
$585,000 which is reflected as a reduction in the net carrying value of
property and equipment.
(5) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.
(6) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
The unaudited pro forma condensed consolidated statements of operations
of Infinity, Inc. and Subsidiaries has been derived from the historical
consolidated statements of operations for the nine months ended December 31,
1998, adjusted to reflect the reduced operations and reduced interest expense
expectd to result from the disposition of gas production properties. The pro
forma condensed consolidated statements of operations have been prepared on
the assumption that the sale transaction occurred on April 1, 1998.
The pro forma condensed consolidated statements of operations should be
read in conjunction with the Consolidated Financial Statements. The pro forma
condensed conslidated statements of operations are not necessarily indicative
of the results of operations of the Company that would actually have resulted
had the transaction occurred on April 1, 1998:
8
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Nine Months Ended December 31, 1998
----------------------------------------
As Reported Adjustments Pro Forma
----------- ----------- ---------
NET SALES $3,969,387 $ (166,569) $3,802,818
COST OF GOODS SOLD 2,426,873 (253,907) 2,167,113
OPERATING EXPENSES 1,611,756 (49,983) 1,567,626
---------- ----------- ----------
OPERATING INCOME (LOSS) (69,242) 137,321 68,079
---------- ----------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (188,894) 42,965 (145,929)
Other Income 36,968 - 36,968
Impairment of Asset Value (585,000) - (585,000)
Gain on Sale of Gas Properties 3,136,807 (3,136,807) -
---------- ----------- ----------
TOTAL OTHER INCOME
(EXPENSE) 2,399,881 (3,093,842) (693,961)
---------- ----------- ----------
NET INCOME (LOSS) $2,330,639 $(2,956,521) $ (625,882)
---------- ----------- ----------
NET INCOME (LOSS) PER COMMON
SHARE $ (0.20) $ (0.05)
---------- ----------
WEIGHTED AVERAGE BASIC SHARES
OUTSTANDING 11,705,601 11,705,601
========== ==========
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The oilfield services segment of the Company generated $958,200 in
revenues and $623,195 in cost of sales during the three months ended December
31, 1998, compared to $983,678 in revenues and $583,692 in cost of sales for
the three months ended December 31, 1997. The operating expenses incurred by
the oilfield services segment of the Company were $364,199 for the three
months ended December 31, 1998 and $379,085 for the three months ended
December 31, 1997. Net operating income declined to a loss of $29,194 for the
three months ended December 31, 1998 from a profit of $20,901 for the three
months ended December 31, 1997. For the nine months ended December 31, 1998,
this segment generated $3,497,282 in revenues and $2,036,523 in cost of sales,
compared to $3,464,525 in revenues and $1,660,532 in cost of sales for the
nine months ended December 31, 1997. The operating expenses incurred were
$1,157,485 for the nine months ended December 31, 1998 compared to $1,093,842
for the nine months ended December 31, 1997. Net operating income declined to
a profit of $303,274 for the nine months ended December 31, 1998 from a profit
of $710,151 for the nine months ended December 31, 1997. The reduced results
are attributed to the Company's effort to maintain revenues by accepting
contract work at reduced margins, the effect of depressed oil prices and
reduced activity in Colorado. Depreciation and amortization expense included
in operating expenses for the oilfield services division was $436,137 for the
nine months ended December 31, 1998 and $372,107 for the nine months ended
December 31, 1997.
The environmental services segment of the Company, which resumed
operations of water treatment activities in August 1998 after the facilities
were abandoned, generated $300,789 in revenues and $136,443 in cost of sales
during the nine months ended December 31, 1998. Operating expenses incurred
by this division were $202,888 for the nine months ended December 31, 1998,
including depreciation and amortization expense of $89,656. During the nine
months ended December 31, 1997, the Company reported $68,643 in rental income
and $95,000 in revenue from settlement of a licensing agreement with BOC Gases
regarding certain patents and patent applications. This revenue was offset by
depreciation and amortization expense of $129,045 and the unamortized cost of
those patents and applications of $42,654.
In October 1996, the Company entered into a five year renewable
management and lease agreement that transferred operating responsibility for
this segment to an outside party. During August 1998, the outside party
abandoned this management and lease agreement and operating responsibility for
this segment was returned to the Company. As a result, in accordance with
Statement of Accounting Standards No. 121, the Company recorded a non-cash
charge of $585,000 to reflect an impairment of value of the long-lived assets.
This charge reduces the carrying value of property and equipment but does not
affect the liquidity of the Company.
The oil and gas production segment of the Company recorded net revenue
from gas sales of $41,027 and operating expenses of $47,850 during the three
months ending December 31, 1998, including $16,456 of depletion expense. The
Company also recorded net revenue from gas sales of $171,316 and operating
expenses of $303,890 during the nine months ending December 31, 1998,
including $48,054 of depletion and depreciation expense. This segment
recorded net revenue from gas sales of $79,272 and operating expenses of
$123,027 during the three months ending December 31, 1997, including $16,244
10
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of depletion and depreciation expense. The Company also recorded net revenue
from gas sales of $135,489 and operating expenses of $235,629 during the nine
months ending December 31, 1997, including $33,425 of depletion and
depreciation expense. The Company first recorded revenues from these
properties in July 1997 and the properties remain under development through
December 31, 1998.
During the last three years, the oil and gas segment invested $5.5
million to acquire property rights to a total of 41,000 acres, drill thirty
and complete twenty gas wells and construct the related pipeline system to
connect to the interstate transportation system. The Company has been troubled
by weather and pipeline and compressor problems which have limited production
of gas from the twenty completed wells. During August 1998, the Company
entered into an agreement with Evergreen Resources, Inc. under which Evergreen
purchased the gathering system, acquired an interest in the property and
assumed responsibility to manage, operate and develop the properties and
market and transport the produced gas.
By the end of 1998, Evergreen had run into many of the same problems that
the Company had encountered. The construction of the pipeline system,
landowner resistance, water disposal difficulties, and a changing political
environment suggested that the development of the Long Canyon Leases may have
to be done over a longer period of time even though the primary term of the
Long Canyon lease would expire on December 31, 1999. Based on these risks,
the Company entered into an agreement with Evergreen, effective December 31,
1998, to sell all of its rights in the properties in exchange for 450,000
shares of Evergreen common stock and payment of $1 million consisting of debt
assumption and cash. On the date the Company completed this transaction, the
market value of the Evergreen stock was approximately $7,500,000. The Company
will record a gain on the sale of approximately $3 million and will continue
to participate in the development in the Raton Basin through its ownership of
the Evergreen stock without having to make additional capital contributions.
The Company's interest will not be focused on a single property and its
associated problems, but will be spread throughout all properties owned by
Evergreen.
Expenses incurred in corporate activities were $201,400 for the nine
months ended December 31, 1998, compared to $199,803 for the nine months ended
December 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1998, the Company had a working capital deficit of
$537,505 compared to a working capital deficit of $932,764 at March 31, 1998.
The reduction in the working capital deficit is primarily due to the sale of
the gas production properties and the related debt assumption and cash payment
receivable at December 31, 1998.
During the nine months ended December 31, 1998 cash generated by
operating activities was $247,005 compared to cash generated of $807,106 for
the nine months ended December 31, 1997. The reduction in the amount of cash
generated was primarily due to the reduced profitability of the oilfield
service activities and the production problems experienced in the operation of
the oil and gas segment.
11
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Net cash provided by operation of the oilfield services segment was
$739,411 for the nine months ended December 31, 1998. Net cash provided by
the operation of the environmental services segment was $51,114 after
resumption of operating activities in August 1998. Net cash used by operation
of the oil and gas segment was $84,520 Net cash used by corporate activities
was $196,575 for the nine month period.
Cash used by investing activities during the nine months ended December
31, 1998, were $671,093 compared to $1,811,095 for the comparable period of
1997. The decrease is primarily due to reduced level of investment required
by the gas production properties after the entered into a joint venture to
develop the properties. Effective December 31, 1998, the sold its entire
interest in the gas production properties in exchange for 450,000 shares of
Evergreen common stock, assumption by Evergreen of approximately $750,000 of
current liabilities and long-term debt and $250,000 cash which was paid in
January 1999.
The Company obtained $402,612 in debt on its equipment and receivable
facilities and obtained $289,062 from issuance of common stock in the exercise
of warrants and options during the nine months ended December 31, 1998. This
cash received from financing activities was reduced by the repayment of
$475,406 of long term debt. In addition, the issued 324,299 shares of common
stock, valued at $545,500 to pay consulting fees and acquire production
property in August 1998 in connection with the joint venture. The value of
the stock is included in the cost of the property sold December 31, 1998.
On February 6, 1998, the Company obtained a $4,000,000 long-term
financing facility from The CIT Group/Credit Finance collateralized by
substantially all of the tangible property and equipment and accounts
receivable of its wholly-owned subsidiary, Consolidated Industrial Services,
Inc. This note requires monthly payments of interest at two percent over the
bank prime rate and monthly payments of principal in the amount of $45,000
until maturity, February 1998. The agreement also contains certain
restrictive covenants with respect to dividends, acquisitions and capital
expenditures. This note is further secured by the personal guarantee of the
Company's President. Proceeds from the note were used to refinance $2,500,000
in short-term borrowings and provide additional working capital for the
Company. This refinancing also allowed warrants to purchase 1,250,000 shares
of common stock to expire unexercised on May 6, 1998.
YEAR 2000 CONCERNS
The Company has addressed the concerns of potential year 2000 computing
problems, both internally and with external parties and believes that
significant additional costs will not be incurred because of this
circumstance. Along with third party providers, the Company performed an
evaluation of its computer hardware and software and determined that recent
enhancements and upgrades have brought its systems significantly into
compliance and existing support agreements are adequate to handle remaining
minor issues and any exceptions which may arise. Based on equipment analysis
and evaluations, the does not believe that significant operational equipment
modifications are necessary. The Company is communicating with customers,
vendors and business partners and anticipates that they will be compliant by
the year 2000 resulting in no material impact to the Company.
12
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING.
On November 4, 1998, the Company's Consolidated Industrial Services, Inc.
("CIS") subsidiary filed a lawsuit in the District Court of Nesho County,
Kansas against Great Plains Environmental, Inc. ("GPE") and its principals in
connection with the termination of GPE's lease of CIS' wastewater treatment
facilities in Cheyenne, Wyoming and Chanute, Kansas. CIS is seeking damages
in excess of $500,000 for unpaid rent, costs related to CIS regaining control
of the facilities, missing equipment and tools, and attorneys' fees. CIS is
also seeking damages from certain principals of GPE under personal guarantees
from such persons, and for other reasons.
In January 1999, GPE and the other defendants filed an answer generally
denying the claims of CIS, and filed a counter-claim alleging that CIS had
locked GPE out of the facilities and misrepresented the condition of the
equipment at these facilities. GPE is seeking damages in excess of $500,000
from CIS. CIS has not yet filed an answer to the counter-claim.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 7, 1998, the Company held an Annual Meeting of Shareholders at
which Stanton E. Ross, John C. Garrison, Don W. Appleby, Stephen J. Skaggs,
and Jeffrey L. Dale, were each reelected to the Board of Directors. In
addition, the Company's shareholders ratified the appointment of Mayer Hoffman
McCann L.C. as the Company's auditors. The shareholders also voted on, but
did not approve, the Company's 1998 Stock Option Plan. The following sets
forth the votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes, as to each of the matters presented at the
meeting:
ELECTION OF DIRECTORS:
Nominees For Withheld
Stanton E. Ross 9,199,211 Shares 297,706 Shares
John C. Garrison 9,206,511 Shares 290,406 Shares
Don W. Appleby 9,220,911 Shares 276,006 Shares
Stephen J. Skaggs 9,020,011 Shares 476,906 Shares
Jeffrey L. Dale 9,034,511 Shares 462,406 Shares
APPOINTMENT OF MAYER HOFFMAN McCANN L.C.
For Against Abstentions
9,271,103 Shares 113,317 Shares 112,497 Shares
13
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APPROAL OF THE 1998 STOCK OPTION PLAN
For Against Abstentions Not Voted
3,778,041 Shares 703,710 Shares 112,497 Shares 4,980,104 Shares
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits have been filed with this report:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K. None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
INFINITY, INC.
Dated: February 16, 1999 By /s/ Stanton E. Ross
Stanton E. Ross, President
14
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------ -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 3 and 4 of the Company's Form 10-QSB for the year to date, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 30,312
<SECURITIES> 7,481,250
<RECEIVABLES> 916,714
<ALLOWANCES> 46,763
<INVENTORY> 171,093
<CURRENT-ASSETS> 1,153,503
<PP&E> 6,154,771
<DEPRECIATION> 2,797,223
<TOTAL-ASSETS> 12,146,396
<CURRENT-LIABILITIES> 1,691,008
<BONDS> 0
<COMMON> 1,191
0
0
<OTHER-SE> 8,594,421
<TOTAL-LIABILITY-AND-EQUITY> 12,146,396
<SALES> 3,969,387
<TOTAL-REVENUES> 3,969,387
<CGS> 2,426,873
<TOTAL-COSTS> 2,426,873
<OTHER-EXPENSES> 1,611,756
<LOSS-PROVISION> 0
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