<PAGE>
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 June 30, 2000
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 2,955,624 shares of the Registrant's Common Stock outstanding as of
June 30, 2000.
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INFINITY, INC.
FORM 10-QSB
INDEX
Page
Number
Part I Financial Information
Item 1. Financial Information:
Condensed Consolidated Balance Sheets ............ 3
Condensed Consolidated Statements of
Operations for three months ended June 30 ........ 4
Condensed Consolidated Statements of
Comprehensive Income ............................. 5
Condensed Consolidated Statements of Cash
Flows ............................................ 6
Notes to Consolidated Financial Statements ....... 7
Item 2. Management's Discussion and Analysis or Plan
of Operations .................................... 10
Part II: Other Information ................................ 13
Signatures ................................................... 15
2
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2000
(Unaudited) March 31, 2000
CURRENT ASSETS ------------- --------------
Cash $ 3,447,495 $ 716,309
Accounts Receivable, less allowance
for doubtful accounts 771,546 587,909
Inventories 184,649 203,998
Prepaid Expenses 207,430 366,281
------------ ------------
TOTAL CURRENT ASSETS 4,611,120 1,874,497
PROPERTY AND EQUIPMENT, at cost, less
accumulated depreciation 4,209,886 4,230,556
INVESTMENT SECURITIES 9,628,125 10,884,600
OIL AND GAS PROPERTIES, using full cost
accounting net of accumulated deprecia-
tion, depletion and amortization 2,351,443 1,958,648
INTANGIBLE ASSETS, at cost, less
accumulated amortization 288,466 298,287
OTHER ASSETS 369,172 132,722
------------ ------------
TOTAL ASSETS $ 21,458,212 $ 19,379,310
============ ============
LIABILITIES
CURRENT LIABILITIES
Current portion of long-term debt $ 2,368,133 $ 2,174,066
Accounts Payable 464,051 510,337
Deferred Income Tax 498,000 --
Accrued Expenses 238,571 301,200
------------ ------------
TOTAL CURRENT LIABILITIES 3,568,755 2,985,603
LONG-TERM LIABILITIES
Long-term debt, less current portion
above 6,495,472 6,411,381
------------ ------------
TOTAL LIABILITIES 10,064,227 9,396,984
STOCKHOLDERS' EQUITY
CAPITAL CONTRIBUTED
Common stock, par value $.0001,
authorized 300,000,000 shares, issued
and outstanding 2,955,624 shares;
2,950,561 shares 295 295
Additional paid-in-capital 10,485,738 10,470,105
Accumulated other comprehensive income:
Unrealized gain on securities
available for sale, net of deferred
income taxes of $1,436,500 and
$1,157,139 2,788,500 2,246,211
Accumulated deficit (1,880,548) (2,734,285)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 11,393,985 9,982,326
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 21,458,212 $ 19,379,310
============ ============
The consolidated balance sheet at March 31, 2000 has been derived from the
audited financial statements at that date.
See Notes to Consolidated Financial Statements.
3
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30,
2000 1999
------------ ------------
REVENUES
Oil and Gas Service Operations $ 1,436,171 $ 705,320
Waste Water Treatment 1,302 30,306
Oil and Gas Sales 9,717 --
------------ ------------
TOTAL REVENUE 1,447,190 735,626
COST OF SALES
Oil and Gas Service Operations 843,450 463,227
Waste Water Treatment Facilities 13,800 19,731
Oil and Gas Production Expenses and Taxes 8,449 --
------------ ------------
COST OF SALES 865,699 482,958
------------ ------------
GROSS PROFIT 581,491 252,668
OPERATING EXPENSES 702,515 642,828
------------ ------------
OPERATING LOSS (121,024) (390,160)
------------ ------------
OTHER INCOME (EXPENSE)
Interest Income & Finance Charges 7,197 12,204
Interest Expense (137,852) (120,332)
Rent and Other Income 8,464 3,946
Gain on sale of assets and marketable
securities 1,315,591 5,760
------------ ------------
TOTAL OTHER INCOME (EXPENSE) 1,193,400 (98,422)
------------ ------------
INCOME BEFORE INCOME TAXES 1,072,376 (488,582)
INCOME TAX BENEFIT (EXPENSE) (218,639) 793,688
------------ ------------
NET INCOME $ 853,737 $ 305,106
------------ ------------
NET INCOME PER COMMON SHARE $ 0.29 $ 0.10
------------ ------------
NET INCOME PER DILUTED COMMON SHARE $ 0.27 $ 0.10
------------ ------------
Weighted Average Basic Shares Outstanding 2,953,232 2,954,788
Weighted Average Diluted Shares Outstanding 3,210,333 2,954,788
See Notes to Consolidated Financial Statements
4
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (UNAUDITED)
Three Months Ended June 30
2000 1999
------------ ------------
Net Income $ 853,737 $ 305,106
Other Comprehensive Income:
Unrealized holding gains on
Securities, net of taxes of
$728,282 and $793,688 (three
months ended 6/30/2000 and
6/30/1999 respectively) 1,413,723 1,540,687
Reclassifications, net of Deferred
Tax expense of $448,921 (three
months ended 6/30/2000) (871,434) --
------------ ------------
Total Other Comprehensive Income 542,289 1,540,687
------------ ------------
Comprehensive Income $ 1,396,026 $ 1,845,793
============ ============
See Notes to Consolidated Financial Statements
5
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INFINITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended June 30,
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 853,737 $ 305,106
Adjustments to reconcile net income to
net cash
Provided by/(used in) operating
activities
Depreciation and amortization 190,259 159,248
Accrued financing costs -- --
Deferred Income Taxes 218,639 (793,688)
Loss on Sale of Assets 9,264 --
(Gain) on Sale of Marketable
Securities (1,320,355) --
(Increase) decrease in operating
assets
Accounts Receivable (183,637) 230,056
Inventories 19,349 5,168
Prepaid Expenses 158,851 29,526
Increase (decrease) in operating
liabilities
Accounts Payable (46,286) (225,479)
Accrued Expenses (62,629) 22,339
------------ ------------
NET CASH PROVIDED BY/(USED IN)
OPERATING ACTIVITIES (162,808) (267,724)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Marketable
Securities 3,398,480 --
Investment in oil and gas properties (397,694) --
Investment in other assets (236,450) --
Purchase of property and equipment (219,148) (153,538)
Proceeds from Sale of property and
equipment 157,561 --
------------ ------------
NET CASH PROVIDED BY/(USED IN)
INVESTING ACTIVITIES 2,702,749 (153,538)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in notes payable (51) (300,000)
Increase in current financing -- 2,083,104
Increase in borrowings on long-term debt 393,656 --
Proceeds from issuance of (repurchase
of) common stock 15,633 (11,447)
Repayment of long-term debt (217,993) (242,872)
------------ ------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 191,245 1,528,785
NET INCREASE (DECREASE) IN CASH 2,731,186 1,107,523
CASH, BEGINNING OF PERIOD 716,309 35,474
------------ ------------
CASH, END OF PERIOD $ 3,447,495 $ 1,142,997
============ ============
Additional Cash Flow Information:
Other Comprehensive Income net of
Income Taxes 542,289 1,540,687
See Notes to Consolidated Financial Statements
6
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INFINITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) Basis of Presentation
Summary of issuer's significant accounting policies are incorporated by
reference to the Company's annual report on Form 10-KSB at March 31, 2000.
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. Operating results for the three-month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ended March 31, 2001.
(2) Investment Securities
The Company received 450,000 shares of common stock in Evergreen
Resources, Inc. as part of the payment for the sale of gas production
properties effective December 31, 1998. This stock is carried on the balance
sheet as an available for sale security at its current market value. When the
transaction was completed the value of this stock was approximately $7.5
million, at March 31, 1999, the value was approximately $9.0 million and at
March 31, 2000 the value was approximately $10.9 million. During June 2000,
the Company sold 125,000 shares of this stock for net proceeds of $3,398,480.
A pre-tax gain of $1,320,355 is recognized in the Company's Consolidated
Statement of Operations. At June 30, 2000 the value of the remaining 325,000
shares of Evergreen stock was approximately $9.6 million. This change in
market value, net of income taxes, is reflected in Shareholders' Equity as
Accumulated Other Comprehensive Income.
(3) Long Term Debt
Effective November 12, 1999 the Company entered into a financing
agreement collateralized by 100,000 shares of the Evergreen stock held by it
with a fair value of $1,950,000 at that time. Under the agreement, the Company
borrowed $1,652,596 with borrowings due November 7, 2001. The Company is
obligated to pay back an amount equal to $1,904,000 so long as the Evergreen
stock is trading between $19.04 and $27.51 per share. This equates to an
approximate 7.5% effective interest rate.
Effective March 7, 2000 the Company entered into an additional financing
agreement collateralized by 100,000 shares of the Evergreen stock held by it
with a fair value of $2,450,000 at that time. Under the agreement, the Company
borrowed $1,713,454 with borrowings due March 4, 2001. The Company is
obligated to pay back an amount equal to $2,021,000 so long as the Evergreen
stock is trading between $20.21 and $30.31 per share. This equates to an
approximate 8.3% effective interest rate.
7
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INFINITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Effective April 18, 2000 the Company entered into a third financing
agreement collateralized by 125,000 shares of the Evergreen stock held by it
with a fair value of $2,836,000 at that time. Under the agreement, the
Company borrowed $2,350,154 that was used to settle a financing agreement that
expired April 15, 2002. The Company is obligated to pay back $2,742,500 on
the termination date of April 15, 2002 as long as the price of the Evergreen
stock is trading between $21.94 and $32.91 per share. This equates to an
approximate 7.6% effective interest rate.
The Company has accrued $87,543 associated with the loans secured by the
Evergreen Stock. Of this amount, the Company has capitalized $29,149
associated with the investment in the Labarge property in Wyoming.
(4) Earnings Per Share
Basic earnings per share were computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the periods. Diluted earnings per share reflect the potential
dilutions that could occur if stock options and warrants were converted into
common stock under the treasury stock method.
The following shows the amounts used in computing earnings per share and
the effects on income and the weighted average number of shares of dilutive
potential common stock.
Basic Common Earnings
Earnings Shares Per Share
-------- --------- ---------
Basic earnings per share,
June 30, 2000:
Income available to common
stockholders $853,738 2,953,232 $0.29
Plus: Impact of assumed =====
conversions of warrants
and options -- 257,101
-------- ---------
Diluted earnings per share:
Income available to common
shareholders after assumed
conversions of dilutive securities $853,738 3,210,333 $0.27
======== ========= =====
For the period ended June 30, 2000, dilutive potential common shares of
138,711 were not included in the computation of diluted earnings per share
because their effect was antidilutive.
Basic Common Earnings
Earnings Shares Per Share
-------- --------- ---------
Basic earnings per share,
June 30, 1999:
Income available to common
stockholders $305,106 2,954,788 $0.10
======== ========= =====
8
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INFINITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
All dilutive potential common shares are anti-dilutive in the period
ended June 30, 1999.
(5) Stock Options
In 1999, the Company adopted a stock option plan that allows the grant of
incentive and non-qualified stock options. Options granted under the plan
become exercisable immediately unless the Board of Directors places vesting
requirements on the options. Options expire ten years after the date of
grant, unless, an earlier expiration date is set by the Board of Directors.
However, incentive stock options granted to an employee who owns more than 10%
of the total combined power of all classes of the Company's stock must be
exercised within five years of the date of grant. Pursuant to the plan, an
aggregate of 140,000 shares of common stock are available for issuance upon
the exercise of such options. The Company has issued 73,250 incentive options
and 65,000 non-qualified options under the plan all of which are exercisable
at $3.00 per share. As of July 31, 2000 options to purchase 4,750 shares were
available for grant under the plan and 9,150 of the options granted had been
exercised.
Subsequent to the period ended June 30, 2000 the Company's stockholders
approved the 2000 Stock Option Plan that authorizes the issuance of stock
options granted by the Board of Directors. An aggregate of 140,000 shares of
common stock are available for issuance upon the exercise of the options
distributed under the plan.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The net income for the quarter ended June 30, 2000 was $853,737 compared
to net income of $305,106 for the 1999 period. During the quarter ended June
30, 2000, the Company recognized a $1,320,355 pre-tax gain on the sale of
125,000 shares of Evergreen stock received when it sold its interest in oil
and gas producing properties in the Raton Basin of Colorado effective December
31, 1998. Proceeds from the sale of these securities are being used in the
development of the Company's oil and gas properties and in the acquisition of
additional leasehold in the Greater Green River Basin of Wyoming. During the
quarter ended June 30, 1999 the Company had a deferred tax benefit of $793,688
related to the unrealized gain on the Evergreen stock held by the Company
offset by net operating loss carryforwards.
The Company experienced a $328,823 increase in gross profit to $581,491
in the quarter ended June 30, 2000 from $252,668 for the quarter ended June
30, 1999. The increase in gross profit during the quarter was the result of a
$711,564, or 97%, increase in net sales, which was partially offset by a
$382,741, or 79%, increase in cost of goods sold when compared to the same
quarter of 1999. The expansion of the service segment through the acquisition
of Powder River Cementers in August 1999 added $307,630 in revenue and
$209,494 in cost of goods sold during the quarter while a general increase in
oil field service activity in all of the Company's other markets accounted for
the remaining increases in revenues and cost of goods sold.
Other operating expenses for the quarter ended June 30, increased
$59,687, or 9%, from $642,828 in the 1999 period to $702,515 in the 2000
period. A majority of the increase in other operating expenses was associated
with increased personnel costs associated with developing the infrastructure
to support the oil and gas exploration activities and oil field service
operations in Gillette, Wyoming and increased depreciation on rolling stock
acquired during the past year. These increases in other operating expenses
were partially offset by a $69,000 decrease in legal fees.
During the quarter ended June 30, 2000 the Company recorded a $1,320,355
pre-tax gain on the sale of 125,000 shares of Evergreen stock held for resale.
The Company still holds 325,000 of Evergreen stock that has been used as
collateral for the financing of long-term debt (See Note 3 to the Consolidated
Financial Statements).
Income tax expense of $218,639 was recorded in the quarter ended June 30,
2000 as a result of realized and unrealized gain on the Evergreen stock held
by the Company partially offset by net operating loss carry forwards. The
expense in the quarter ended June 30, 2000 compares to a $793,688 deferred tax
benefit associated with the appreciation in value of the Evergreen stock in
the quarter ended June 30, 1999 offset by net operating loss carry forwards.
OILFIELD SERVICES: The oilfield services segment of the Company
generated $1,436,171 (see "Related Party Transactions") in revenues, and
$843,450 in cost of sales during the quarter ended June 30, 2000 compared to
$705,320 in revenues and $463,227 in cost of sales during the comparable
period in 1999. The expansion of the oilfield service segment of the Company,
effective August 15, 1999 with the acquisition of Powder River Cementers, into
10
<PAGE>
the Gillette, Wyoming area generated $307,630 in revenues and $209,494 in cost
of sales while a general increase in oil field service activity in all of the
Company's other markets accounted for the remaining increases in revenues and
cost of goods sold. The operating expenses incurred by the oilfield services
segment of the Company were $520,232 for the quarter ended June 30, 2000 and
$391,836 for the quarter ended June 30, 1999. Increases in other operating
expenses associated with the operations in the Powder River Basin of Wyoming,
approximately $95,000, and approximately $20,000 increase in the quarter's
depreciation expense were the main cause for the increase in other operating
expenses. Operating income increased to $72,489 for the quarter ended June 30,
2000 from an operating loss of ($149,743) for the quarter ended June 30, 1999.
Other (Income) and expenses decreased to $62,699 in the quarter ended June 30,
2000 from $64,657. The Oilfield Service segment generated net income before
taxes of $9,800 for the quarter ended June 30, 2000 compared to a net loss
before taxes of ($214,400) for the 1999 period.
ENVIRONMENTAL SERVICES: The environmental service segment of the Company
incurred a $35,685 operating loss during the quarter ended June 30, 2000
compared to an operating loss of $28,671 for the same period in 1999. The
Company operates the facilities at a minimum level of activity and on July 31,
2000 began dismantling the wastewater treatment facility in Chanute, Kansas.
The Company expects to incur expenses of approximately $40,000 to dismantle
the facilities, which it expects to offset through proceeds from the sale of
the equipment being removed.
OIL AND GAS PRODUCTION: The oil and gas production segment of the
Company recorded net revenue from oil sales from the Cherokee Basin of $9,717
and operating expenses of $8,449 during the three months ending June 30, 2000.
The property produced an average net daily production of 8.7 barrels of oil
per day. As of July 31 production from the wells has increased to 15 net
barrels per day of conventional production. Additional well bore stimulation
through the use of the Company's acidizing and fracturing services and the
initiation of the polymer augmented water flood on the producing reservoir are
expected to increase gross production to 200 barrels of oil per day, or 160
barrels per day to the Company's revenue interest, by the end of the current
fiscal year. Through June 30, 2000 the Company has invested approximately
$544,000 in the development of the property that it originally paid $150,000
for, for a total investment of 694,000 (See "Related Party Transactions").
The Company expects additional development expenditures for the completion of
the injection facilities and acid and fracture stimulation of the remaining
wells of approximately $200,000 will be incurred during the fiscal quarter
ending September 30, 2000.
CORPORATE ACTIVITIES: Expenses incurred in corporate activities were
$140,388 for the three months ended June 30, 2000, compared to $199,895 for
the three months ended June 30, 1999. The $59,507 decrease in corporate
expenses was primarily due to a $77,389 decrease in corporate related legal
expenses and an $18,798 increase in costs related to shareholder matters.
RELATED PARTY TRANSACTIONS: The Company has eliminated approximately
$61,000 from oil field service revenue and from investment in oil and gas
properties. This amount is revenue in excess of cost from completion and
stimulation services that were provided by Consolidated Industrial Services,
Inc. to Verde Operating Company on the Manson Lease in the Cherokee Basin of
Eastern Kansas. Of the expected $200,000 in remaining development costs on
the Manson Lease, Consolidated Industrial Services, Inc. expects to provide
about $75,000 in services. The Company will eliminate approximately $45,000
of this revenue as revenues in excess of costs from related party
transactions.
11
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had working capital of $1,042,365
compared to a working capital deficit of $1,111,106 at March 31, 2000. The
increase in the working capital is mainly due to the increase in cash
available after the liquidation of 125,000 shares of Evergreen Stock partially
offset by the current liability for taxes payable.
Net cash provided by the operation of the oilfield services segment was
$249,371 for the quarter ended June 30, 2000. Net cash used by the operation
of the environmental services segment and corporate activities was $30,873 and
$135,880, respectively.
Cash provided by investing activities during the quarter ended June 30,
2000, was $2,702,749 compared to cash used of $153,538 for the comparable
period of 1999. The 2000 activity included proceeds from the sale of
Evergreen stock of $3,398,480 and from the sale of real property and equipment
of $157,561. The Company had expenditures related to its oil and gas
properties, other assets and property and equipment of $397,694, $236,450 and
$219,148 respectively during the three month period ended June 30, 2000.
During the same period of 1999, the Company had expenditures of $153,538 for
the purchase of property and equipment.
The Company obtained $393,656 in equipment financing and repaid $217,993
in long term debt during the quarter ended June 30, 2000. The Company also
received $15,633 from the issuance of stock through the exercise of employee
stock options.
In April 1999, the Company entered into a financing agreement
collateralized by 125,000 shares of the Evergreen stock held by it with a fair
value of $2,500,000 at that time. Under the agreement, the Company borrowed
$2,035,950. The Company was obligated to pay back $2,254,344. Effective April
18, 2000 the Company entered into a financing agreement collateralized by the
same 125,000 shares of the Evergreen stock held by it with a fair value of
$2,836,000 at that time. Under the agreement, the Company borrowed $2,350,154
that was used, along with $73,094 in cash available, to settle the original
financing agreement that expired April 15, 2000. The Company is obligated to
pay back $2,742,500 on the termination date of April 15, 2002 as long as the
price of the Evergreen stock is trading between $21.94 and $32.91 per share.
This equates to an approximate 7.6% effective interest rate.
Subsequent to June 30, 2000 the Company acquired an additional 13,440
acres of leasehold in the Greater Green River Basin of Wyoming for $311,300.
The Company is continuing efforts to acquire additional adjacent leasehold in
order to increase its position in the Green River Basin and the ability of the
Company to successfully negotiate additional contracts will be key to the
development of the newly acquired lease.
Management believes that the cash flow generated by the increase in oil
field service sales, through borrowings secured by Company assets, or through
the sale of shares of Evergreen stock held by the Company will provide
sufficient liquidity to meet the Company's needs for the remainder of the
fiscal year ending March 31, 2001. The ability of the Company to finance
future projects will be dependent on the continued success of the pilot
project in the Green River Basin and its attractiveness to potential partners
and the ability of the Company to generate positive cash flow from its
oilfield service segment and through revenues from oil sales with the
development of the Cherokee Basin properties of Eastern Kansas.
12
<PAGE>
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB contains forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995), and information relating to the Company that is based on beliefs of
management of the Company, as well as assumptions made by and information
currently available to management of the Company. When used in this Report,
the words "estimate," "project," "believe," "anticipate," "intend," "expect"
and similar expressions are intended to identify forward-looking statements.
Such statements reflect the current views of the Company with respect to
future events based on currently available information and are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company does not undertake any
obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
During the three month period ended June 30, 2000, the Company did not
issue any securities that were not registered under the Securities Act of
1933.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Three issues were presented to Stockholders of the Company by proxy for
consideration at the annual Stockholders meeting that was held July 20, 2000
at the Company's headquarters in Chanute, Kansas. These issues, all of which
were approved at the annual Stockholders meeting, were:
(a) The election of four (4) Directors of the Company to serve until
the next annual Meeting of Shareholders and until their successors
have been duly elected and qualified;
(b) The ratification of the appointment of Sartain Fischbein & Co. as
the Company's independent auditors; and
(c) The approval of the Company's 2000 Stock Option Plan.
The following set 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:
13
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Election of Directors:
Nominees For Withheld
-------- --------- --------
Stanton E. Ross 2,392,630 27,662
George R. Jones 2,407,704 12,588
Jeffrey L. Dale 2,370,170 50,122
Leroy C. Richie 2,407,627 12,665
Appointment of Sartain Fischbein & Co.:
For Against Abstentions
--- ------- -----------
2,411,708 6,621 1,963
Approval of 2000 Stock Option Plan:
For Against Abstentions
--- ------- -----------
2,121,363 289,672 9,257
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibit is being filed with this report:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K. None
14
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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: August 10, 2000 By:/s/ Stanton E. Ross
Stanton E. Ross, President
By:/s/ Jon D. Klugh
Jon D. Klugh, Chief Financial Officer
15
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EXHIBIT METHOD OF FILING
------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
