<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 1995
VAUGHN COMMUNICATIONS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 0-15424 41-0626191
- ---------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
5050 West 78th Street, Minneapolis, Minnesota 55435
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 832-3200
<PAGE>
AMENDMENT NO. 1
TO
FORM 8-K
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Set forth below is the report of Richard A. Podraza, S.C., independent
certified public accountant, dated September 9, 1994, with respect to the
accompanying Combined Balance Sheets of Centercom, Inc. and its Affiliate,
Centercom South, Inc., collectively "Centercom," as of June 30, 1994 and
1993, and the related Combined Statements of Income, Retained Earnings and
Cash Flows of Centercom for each of the three years in the period ended
June 30, 1994, together with the related Notes to Financial Statements.
[Balance of Page Intentionally Left Blank.]
<PAGE>
CENTERCOM, INC. AND AFFILIATE
COMBINED FINANCIAL STATEMENTS
presented with
AUDITORS' REPORT
June 30, 1994, 1993, 1992
<PAGE>
CENTERCOM, INC. AND AFFILIATE
Combined Financial Statements presented with Auditors' Report
June 30, 1994, 1993, 1992
CONTENTS
Auditors' Report..................................... 2
Combined Balance Sheets.............................. 3
Combined Income Statements........................... 4
Combined Statements of Retained Earnings............. 5
Combined Statements of Cash Flows.................... 6
Notes to the Combined Financial Statements........ 7-12
<PAGE>
September 9, 1994
To the Board of Directors
Centercom, Inc.
Milwaukee, Wisconsin
Gentlemen:
I have audited the accompanying combined balance sheets of
Centercom, Inc. and affiliate as of June 30, 1994 and 1993 and the
related combined statements of income, retained earnings, and cash
flows, for the each of the three years in the period ended June 30,
1994. These combined financial statements are the responsibility of
the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined
financial position of Centercom, Inc. and affiliate as of June 30,
1994 and 1993, and the combined results of their operations and
their cash flows for each of the three years in the period ended
June 30, 1994, in conformity with generally accepted accounting
principles.
/s/ Richard A Podraza S.C.
Richard A Podraza S.C.
<PAGE>
Centercom, Inc. and Affiliate
Combined Balance Sheets
As of June 30
<TABLE>
<CAPTION>
1994 1993
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $1,258,546 $1,071,772
Accounts receivable 1,263,134 1,116,886
Inventory 385,232 324,166
Prepaid expenses 34,746 41,807
---------- ----------
2,941,658 2,554,631
Property and Equipment 5,298,598 4,654,330
Less: accumulated depreciation (3,130,923) (2,250,916)
---------- ----------
2,167,675 2,403,414
Other assets and Intangibles net of amortization 165,805 17,223
---------- ----------
$5,275,138 $4,975,268
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion long-term debt $233,499 $235,838
Accounts payable 305,987 271,360
Checks issued and outstanding 161,718 260,764
Customer deposits 27,313 0
Accrued payroll and related 217,796 216,289
Accrued sales and property tax 50,707 42,401
Other accrued expenses 41,813 32,776
---------- ----------
1,038,833 1,059,428
Long-term debt less current portion 1,858,188 2,100,230
---------- ----------
2,897,021 3,159,658
Deferred income tax 12,039 88,247
SHAREHOLDERS' EQUITY
Common stock, no par value, 2,800 shares
authorized, 1,000 shares issued and outstanding 2,000 2,000
Retained earnings 2,364,078 1,725,363
---------- ----------
2,366,078 1,727,363
---------- ----------
$5,275,138 $4,975,268
---------- ----------
---------- ----------
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
3
<PAGE>
Centercom, Inc and Affiliate
Combined Statements of Income
for the Years ended June 30,
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Revenue $8,715,710 $7,528,032 $7,109,922
Cost of goods sold 5,053,821 4,491,308 4,152,587
---------- ---------- ----------
3,661,889 3,036,724 2,957,335
Selling expense 495,981 551,904 462,370
Shipping expense 516,956 448,075 348,197
Administrative expense 1,423,591 1,152,571 1,043,681
---------- ---------- ----------
2,436,528 2,152,550 1,854,248
---------- ---------- ----------
Income from operations 1,225,361 884,174 1,103,087
Other income and expense 28,954 27,960 14,164
Interest expense (197,316) (209,372) (248,437)
---------- ---------- ----------
Income before income taxes 1,056,999 702,762 868,814
Income Taxes
Deferred (76,208) 7,120 21,176
Current 484,492 281,006 321,061
---------- ---------- ----------
408,284 288,126 342,237
---------- ---------- ----------
Net Income $648,715 $414,636 $526,577
---------- ---------- ----------
---------- ---------- ----------
Net income per share $648.72 $414.64 $526.58
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
4
<PAGE>
Centercom, Inc and Affiliate
Combined Statements of Retained Earnings
for the Years ended June 30,
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Retained earnings-beginning of the year $1,725,363 $1,330,727 $ 824,150
add: net income 648,715 414,636 526,577
subtract: dividends paid (10,000) (20,000) (20,000)
---------- ---------- ----------
Retained earnings-end of the year $2,364,078 $1,725,363 $1,330,727
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
5
<PAGE>
Centercom, Inc and Affiliate
Combined Statements of Cash Flows
for the Years ended June 30,
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 648,715 $ 414,636 $ 526,577
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 882,650 827,591 668,703
Accounts receivable (146,248) (348,471) 70,902
Inventories (61,066) (26,047) (60,971)
Other assets (151,225) (5,277) 621,225
Customer deposits 27,313 0 0
Accounts payable (64,419) 122,888 (248,232)
Accrued expenses 18,850 24,845 131,545
Other current assets 7,061 71,210 (113,017)
Deferred income tax (76,208) 7,120 21,176
---------- ---------- ----------
Net cash provided by operating activities 1,085,423 1,088,495 1,617,908
Cash flows from investing activities:
Purchase of fixed assets (644,268) (672,810) (1,263,801)
Notes receivable 0 200,000 (200,000)
---------- ---------- ----------
Net cash from (used in) investing activities (644,268) (472,810) (1,463,801)
Cash flows from financing activities:
Dividends paid (10,000) (20,000) (20,000)
Principle payments on notes payable (89,074)
Proceeds from long-term financing 747,000
Principle payments on long-term debt (244,381) (215,702) (360,855)
---------- ---------- ----------
Net cash provided by financing activities (254,381) (235,702) 277,071
Net change in cash and cash equivalents 186,774 379,983 431,178
Beginning cash and cash equivalents 1,071,772 691,789 260,611
---------- ---------- ----------
Ending cash and cash equivalents $1,258,546 $1,071,772 $ 691,789
---------- ---------- ----------
---------- ---------- ----------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 198,400 $236,650 $ 243,863
Income tax 492,250 210,000 461,600
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
6
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF COMBINATION
The combined financial statements of Centercom, Inc. and affiliate,
include the financial position, results of operations, and cash flows for
Centercom, Inc, and Centercom South, Inc. The two companies are jointly
owned by two shareholders. For the purpose of the combined presentation,
all inter-company activities and accounts have been eliminated.
BUSINESS ACTIVITY
The Company operates in one business segment with its principle source of
revenue copying and assembling videotapes for commercial customers.
Sales are obtained through marketing both by personal sales calls and
telemarketing.
REVENUE RECOGNITION
The Company recognizes revenue at the time goods are shipped.
CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.
INVENTORIES
Inventories are recorded at cost using the first-in first-out method.
AMORTIZATION
The Company amortizes debt-issue costs over the term of the underlying
debt.
DEPRECIATION
For financial reporting purposes, the Company depreciates its long-lived
assets using primarily the straight-line method, using the following
estimated lives:
<TABLE>
<S> <C>
Equipment 5-10 years
Office Furniture & Fixtures 5-10 years
Capitalized Leases 5 years
Leasehold Improvements 30 years
</TABLE>
The cost of repairs and normal maintenance is charges to operations when
incurred, whereas the cost of betterments and repairs that substantially
prolong the useful life are capitalized as part of the asset.
7
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE A (CONTINUED)
MARKETABLE SECURITIES
For the purpose of earning dividend income, the Company has invested in
the preferred stock of various companies traded on national exchanges.
None of the Company's holdings represent a significant portion of the
total number of outstanding shares. The investments are recorded at
cost, and no provision is made for temporary declines in market value,
while permanent declines in market value are recorded as a reduction of
the investment and charged to income in the current period.
NOTE B-PROPERTY AND EQUIPMENT
As of June 30, 1994 and 1993, property and equipment consists of the
following:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Equipment $ 5,115,048 $ 4,490,542
Office furniture and equipment 152,778 152,667
Capitalized leases 905 905
Leasehold improvements 29,867 10,217
------------ -----------
$ 5,288,598 $ 4,654,330
------------ -----------
------------ -----------
</TABLE>
8
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE C-LONG-TERM DEBT
As of June 30, the Company's long-term debt consisted of the following:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Loan payable to bank, secured by
equipment, variable interest 8.25% in 1994,
7.5% in 1993 monthly payments of $4,000 thru
September, 1994 $ 11,106 $ 56,233
Loan payable to bank, secured by
equipment, variable interest 7.50% in 1994,
7.75% in 1993 monthly payments of $5,700 thru
December, 1998 258,075 301,063
Loan payable to bank, secured by equipment and
a general security agreement, variable interest
8% in 1994, 9% in 1993 monthly payments of
$16,300 thru June, 1998 659,971 794,563
Loan payable to officer/shareholder, interest
10%, due 09/30/95 546,528 546,528
Loan payable to officer/shareholder, interest
10%, due 09/30/95 534,787 534,787
Loan payable to Milwaukee Economic Development
Corporation, secured by general business assets,
bearing interest at 8%, monthly payments
of $2,426 thru September, 1997 81,220 102,894
------------ -----------
2,091,687 2,336,068
Less: current maturities (233,499) (235,838)
------------ -----------
$ 1,858,188 $ 2,100,230
------------ -----------
------------ -----------
</TABLE>
Maturities on long-term debt in future years are as follows:
<TABLE>
<CAPTION>
as of June 30,
1994 1993
<S> <C> <C>
1995 $ $ 1,308,364
1996 1,321,894 229,357
1997 260,252 247,964
1998 245,925 245,651
1999 30,117 30,118
Thereafter -0- 38,776
------------ ------------
$ 1,858,188 $ 2,100,230
------------ ------------
------------ ------------
</TABLE>
9
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE D-RELATED PARTY TRANSACTIONS
The Company leases an operating facility from Centercom, a
partnership owned by the Company's officers/shareholders. The lease
expires in August, 2005 and provides for monthly rentals of $8,950
through July 1, 1995, with subsequent annual adjustment based on the CPI
index. Under the terms of the lease, the Company is responsible for
repairs, maintenance, and property taxes. Rental paid in each of the
years ended June 30, 1994, 1993, and 1992 was $107,400.
The Company leases another operating facility from Centercom
Wisconsin, Inc., a corporation owned by the Company's
officers/shareholders. The lease expires in July, 1999 and provides for
monthly rentals of $4,417 through July 1, 1995, with subsequent annual
adjustment based on the CPI index. Under the terms of the lease, the
Company is responsible for repairs, maintenance, and property taxes.
Rentals paid in the years ended June 30, 1994, 1993, and 1992 were
$53,004, $ -0-, and $ -0- respectively.
The Company rents equipment from a partnership owned by its
officers/shareholders. The rental terms are month to month and provide
for a monthly rental payment of $4,000 in 1994, and $9,200 in both 1993
and 1992, which approximated fair market value. The Company intends to
continue renting the equipment for the foreseeable future. Under the
terms of the lease, the Company is responsible for repairs and
maintenance. Rental paid in the years ended June 30, 1994, 1993, and 1992
was $48,000, $110,400, and $110,400 respectively.
The Company has borrowed sums from its officers/shareholders. As of
June 30, 1994 and 1993 these loans totalled $1,081,315. The notes accrue
simple interest at 10% per annum and have a twelve month maturity date.
Repayment of the principal and interest is restricted by a subordination
agreement with Valley Bank and the Milwaukee Economic Development
Corporation. With the consent of the subordination lenders, the Company
paid interest to officers/shareholders totalling $108,131, $112,682, and
112,682 during the years ended June 30, 1994 and 1993, 1992 respectively,
and $47,318 in principal during the year ended June 30, 1992.
No additional principal payments are expected to be paid, and the notes
renewed, until all senior debt has been paid.
NOTE E-RESTRICTIVE COVENANTS
The Company agreed to certain restrictive covenants to induce
a guarantee of financing by the Small Business Administration.
Specifically, the Company cannot pay interest or principal on its loans
from shareholders, pay dividends, acquire fixed assets in any one fiscal
year in excess of $75,000, or pay annual officer compensation in excess
of $150,000. These restrictions remain in force until repayment of the
guaranteed loan, but were waived for the years ended June 30, 1994, 1993,
and 1992.
10
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE F-PROFIT SHARING PLAN
The Company adopted a profit sharing plan in 1989 that covers all
employees that meet the plan's eligibility requirements. Contributions
to, and the administrative cost of the plan totalled $140,000, $160,000,
and $156,791 for the years ended June 30, 1994, 1993, and 1992
respectively.
NOTE G-LEASE COMMITMENTS
As disclosed in Note E, the Company leases its manufacturing and
administrative facilities from a partnership and corporation owned by
officers/shareholders of the Company. The leases provide for monthly
rentals of $8,950 and $4,417 respectively, thru July 1, 1995,
with subsequent annual adjustment based on the CPI index throughout the
remaining terms of the leases.
In addition, the Company leases manufacturing and administrative
facilities from an unrelated party in Illinois. The lease provides for
monthly rentals of $5,165 through April, 1999.
Minimum rentals due under the leases are as follows:
<TABLE>
<CAPTION>
year ended June 30,
1994 1993
<S> <C> <C>
1994 $ $ 169,380
1995 257,100 257,100
1996 257,100 257,100
1997 257,100 257,100
1998 257,100 257,100
Thereafter 897,070 897,070
----------- -----------
$ 1,925,470 $ 2,094,850
----------- -----------
----------- -----------
</TABLE>
11
<PAGE>
CENTERCOM, INC AND AFFILIATE
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1994, 1993, and 1992
NOTE H-INCOME TAX
INCOME TAXES
Temporary differences between income tax expense for book purposes and
income tax currently payable are a result of the Company's use of
accelerated methods of depreciation for income tax purposes. The income
tax expected to be paid as the temporary difference reverses in future
periods is recorded as a deferred tax liability. Investment and other
credits are used to reduce income tax expense in the year they are
earned.
Effective July 1, 1993, the Company adopted Statement of Financial
Accounting Standards 109, ACCOUNTING FOR INCOME TAXES. Adoption of this
standard did not have an effect on the determination of income from
continuing operations or net income for the year. Financial statements
for prior years have not been restated.
The reconciliation of income tax attributable to continuing operations
computed at the U.S federal statutory rates to income tax expense is:
<TABLE>
<CAPTION>
Liability Method Deferred Method
1994 1993 1992
<S> <C> <C> <C>
Tax at U.S
statutory rates $ 338,240 $ 224,884 $ 278,020
State income taxes 70,044 63,242 64,217
--------- --------- ---------
$ 408,284 $ 288,126 $ 342,237
--------- --------- ---------
--------- --------- ---------
</TABLE>
Significant components of the provision for income taxes attributable to
continuing operations are as follows:
<TABLE>
<CAPTION>
Liability Method Deferred Method
1994 1993 1992
<S> <C> <C> <C>
Current
Federal $ 390,496 $ 198,887 $ 236,934
State 93,996 82,119 84,127
--------- --------- ---------
Total current 484,492 281,006 321,061
--------- --------- ---------
Deferred
Federal (63,134) 5,557 17,202
State (13,074) 1,563 3,974
--------- --------- ---------
Total deferred (76,208) 7,120 21,176
--------- --------- ---------
$ 408,284 $ 288,126 $ 342,237
--------- --------- ---------
--------- --------- ---------
</TABLE>
The component of the provision for deferred income taxes for the years
ended June 30, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Depreciation $ 7,120 $ 21,237
-------- --------
-------- --------
</TABLE>
12
<PAGE>
(B) PRO FORMA FINANCIAL INFORMATION.
Vaughn Communications, Inc.
and
Centercom, Inc. and Affiliate
Pro Forma Combined Financial Statements (Unaudited)
The following financial statements combine the balance sheet of Vaughn
Communications, Inc. ("Vaughn") as of January 31, 1995 with that of
Centercom, Inc. and Affiliate ("Centercom") as of March 31, 1995, and the
respective statements of operations for the twelve months then ended, using
the purchase method of accounting to reflect the acquisition of all the
common stock of Centercom by Vaughn which occurred on April 4, 1995, as if in
the case of the balance sheet, the acquisition had occurred at January 31,
1995 and, in the case of the statement of operations, the acquisition had
occurred on February 1, 1994. The fiscal year of Centercom ended June 30.
Accordingly, the fiscal quarter ended June 30, 1994 was added to the nine
months ended March 31, 1995, resulting in twelve months ended March 31, 1995.
The pro forma statements of operations are not necessarily indicative of the
combined results of operations as they may be in the future, or as they might
have been for the period indicated had the acquisition been effective at the
beginning of the period.
[Balance of Page Intentionally Left Blank.]
<PAGE>
Balance Sheet
<TABLE>
<CAPTION>
VAUGHN CENTERCOM, INC.
COMMUNICATIONS, INC. AND AFFILIATE PRO FORMA PRO FORMA
JANUARY 31, 1995 MARCH 31, 1995 ADJUSTMENTS (1) COMBINED
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Current assets:
Cash $1,092,400 $ 1,092,400
Trade receivables (net) $ 7,287,923 1,330,658 8,618,581
Other receivables 123,557 1,150 124,707
Inventories 5,762,280 565,884 6,328,164
Deferred income taxes 229,524 65,851 295,375
Prepaids and other current 120,264 689,277 809,541
Income taxes receivable 16,073 -- 16,073
----------- ---------- -----------
Total current assets 13,539,621 3,745,220 17,284,841
Property, plant and equipment:
Land 48,424 -- 48,424
Buildings and improvements 2,226,648 30,632 2,257,280
Machinery and equipment 13,842,391 5,678,319 19,520,710
----------- ---------- -----------
16,117,463 5,708,951 21,826,414
Less accumulated depreciation (9,650,652) (3,797,799) (13,448,451)
----------- ---------- -----------
6,466,811 1,911,152 8,377,963
Intangible assets 98,144 -- $3,195,343 3,293,487
Long-term receivables 850,466 -- -- 850,466
Other 301,329 162,049 -- 463,378
----------- ---------- ---------- -----------
$21,256,371 $5,818,421 $3,195,343 $30,270,135
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
Current liabilities:
Accounts payable $ 2,440,566 632,471 3,073,037
Note payable to bank 4,691,699 -- 4,691,699
Salaries, wages and payroll taxes 302,123 322,535 624,658
Current portion of long-term debt 1,361,486 235,838 1,597,324
Income taxes payable -- 614,209 614,209
Other 736,084 171,771 907,855
----------- ---------- -----------
Total current liabilities 9,531,958 1,976,824 11,508,782
Long-term debt 2,173,662 599,248 $5,250,000 8,022,910
Capital lease obligations 1,109,130 -- -- 1,109,130
Deferred income taxes 21,178 17,692 -- 38,870
Commitments and contingencies
Shareholders' equity:
Common stock 283,230 2,000 16,000 301,230
Additional paid-in capital 3,576,020 -- 1,152,000 4,728,020
Retained earnings 4,561,193 3,222,657 (3,222,657) 4,561,193
----------- ---------- ---------- -----------
Total shareholders' equity 8,420,443 3,224,657 (2,054,657) 9,590,443
----------- ---------- ---------- -----------
$21,256,371 $5,818,421 $3,195,343 $30,270,135
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>
<PAGE>
Statement of Operations
<TABLE>
<CAPTION>
VAUGHN CENTERCOM, INC.
COMMUNICATIONS, INC. AND AFFILIATE
YEAR ENDED YEAR ENDED PRO FORMA PRO FORMA
JANUARY 31, 1995 MARCH 31, 1995 ADJUSTMENTS (2) COMBINED
-------------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Revenue $ 41,603,183 $ 10,601,608 $ 52,204,791
Cost of sales 28,528,380 5,841,511 34,369,891
------------------ ------------- --------------
Gross margin 13,074,803 4,760,097 17,834,900
Selling, general and administrative
expenses 9,828,058 2,907,099 $ 519,500 13,254,657
------------------ ------------- --------------- --------------
Income from operations 3,246,745 1,852,998 (519,500) 4,580,243
Other income (31,646) (71,995) -- (103,641)
Interest expense 767,083 189,567 485,625 1,442,275
------------------ ------------- --------------- --------------
Income before taxes 2,511,308 1,735,426 (1,005,125) 3,241,609
Taxes 960,000 671,334 (260,000) 1,371,334
------------------ ------------- --------------- --------------
Net income $ 1,551,308 $ 1,064,052 $ (745,125) $ 1,870,275
------------------ ------------- --------------- --------------
------------------ ------------- --------------- --------------
Net income per share of common stock $.48 $.54
------------------ --------------
------------------ --------------
Weighted average common and common
equivalent shares outstanding 3,253,279 3,433,279
------------------ ------------- --------------- --------------
------------------ ------------- --------------- --------------
</TABLE>
<PAGE>
Notes Regarding Pro Forma Adjustments
(1) The pro forma balance sheet adjustment reflects the purchase of the stock
of Centercom, Inc. and affiliate for $5,250,000 of cash and 180,000 shares
of Vaughn Communications, Inc. authorized and previously unissued Common
Stock as if the purchase had occurred at the end of the period being
reported on.
(2) The following pro forma adjustments are incorporated in the pro forma
statement of operations for the period reported:
<TABLE>
<S> <C> <C>
a) Increase in interest expense on assumed borrowing at rates
of 9.25% $ 485,625
b) Increase in administrative expenses to reflect payment of
consulting and non-compete payments 200,000
c) Increase in administrative expenses to reflect amortization
of goodwill 319,500
d) Decrease in income taxes associated with a) and b) above (260,000)
</TABLE>
<PAGE>
(C) EXHIBITS.
The following is a list of Exhibits filed herewith.
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
23 Consent of Independent Auditors
[Balance of Page Intentionally Left Blank.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VAUGHN COMMUNICATIONS, INC.
By /s/ M. Charles Reinhart
-----------------------------------
M. Charles Reinhart
Secretary and Controller
(Principal Accounting Officer)
Dated: June 9, 1995
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vaughn Communications, Inc.
We consent to the inclusion in the Current Report of Form 8-K of Vaughn
Communications, Inc. of our report dated September 9, 1994 with respect to
the combined financial statements of Centercom, Inc. and Centercom South, Inc.
RICHARD A PODRAZA, S.C.
Milwaukee, Wisconsin
May 30, 1995 /s/ Richard A Podraza, S.C.
