-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, l9i8MOTgl8RvugGQpvWWXSKL7CevK0oMa04tz/lgGtLdlb14rArRA2e71BtBQrSd lWkrJotMY06p8a4Np15iag== 0000930881-95-000006.txt : 199507030000930881-95-000006.hdr.sgml : 19950703 ACCESSION NUMBER: 0000930881-95-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSONS GRILL OF AMERICA INC CENTRAL INDEX KEY: 0000729545 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 953477313 STATE OF INCORPORATION: CA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13642 FILM NUMBER: 95551169 BUSINESS ADDRESS: STREET 1: 16970 DALLAS NORTH PKWY STE 402 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2149319743 MAIL ADDRESS: STREET 1: 16970 DALLAS PARKWAY STREET 2: SUITE 402 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RESTAURANTS CORP DATE OF NAME CHANGE: 19910825 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission file number 0-13642 HUDSON'S GRILL OF AMERICA, INC. (Name of small business issuer in its charter) California (State or other jurisdiction of incorporation) 95-3477313 (IRS Employer Identification Number) 16970 Dallas Parkway, Suite 402, Dallas, Texas 75248 (Address of Principal Executive Offices) Issuer's telephone number, including area code: (214) 931-9743 PAGE 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. Yes X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE REGISTRANTS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 6,056,986 PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements. HUDSON'S GRILL OF AMERICA, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 1995 and January 1, 1995 March 31, January 1, 1995 1995 ASSETS Current assets: Cash and cash equivalents $ 48,389 $ 92,750 Accounts receivable, no allowance for doubtful accounts considered necessary 54,749 44,098 Current portion of notes and lease receivable 371,442 203,005 Prepaid expenses and other 30,478 14,871 Total current assets 505,058 354,724 Property and equipment, at cost: Leasehold improvements 662,879 933,250 Restaurant equipment 480,933 772,812 Furniture and fixtures 196,052 297,266 Total property and equipment 1,339,864 2,003,328 Less accumulated depreciation and amortization (1,162,186) (1,481,435) Property and equipment-net 177,678 521,893 Long term portion of notes and lease receivable 1,985,610 1,836,679 Liquor licenses-net of accumulated amortization of $50,313 and $60,785 respectively 173,302 243,138 Other assets 54,513 74,144 Total assets $ 2,896,161 $ 3,030,578 HUDSON'S GRILL OF AMERICA, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 1995 and January 1, 1995 March 31, January 1, 1995 1995 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt$ 109,695 $ 126,684 Accounts payable 104,172 54,309 Accrued liabilities 96,211 110,466 Total current liabilities 310,078 391,459 Long-term debt 1,204,729 1,238,187 Other long-term liabilities 483,183 523,436 Deferred income 328,182 348,782 Commitments and contingencies (Note 4) Shareholders' equity: Preferred stock, 1,000,000 shares authorized, none issued or outstanding Common stock, no par value 10,000,000 shares authorized 6,056,986 shares issued and outstanding 4,456,457 4,456,457 Accumulated deficit (3,886,468) (3,927,743) Total shareholders' equity 569,989 528,714 Total liabilities and and shareholders' equity $2,896,161 $3,030,578 HUDSON'S GRILL OF AMERICA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the three months ended March 31, 1995 and March 31, 1994 March 31, March 31, 1995 1994 Franchise revenue $ 88,877 $ 22,947 Capital lease income 21,325 Joint venture revenues - and equipment lease income 57,319 98,749 167,521 121,696 Costs and expenses: Restaurant operations - net 24,094 1,510 General and administrative 84,615 114,861 Depreciation and amortization 26,222 107,120 Franchise expense 5,000 134,931 228,491 Income (loss) from operations 32,590 (106,795) Interest expense (27,983) (73,329) Dividend and interest income 48,022 25,111 Loss on sale of assets (11,352) Net income (loss) before provision for income taxes 41,277 (155,013) Provision for income taxes -0- -0- Net income (loss) 41,277 (155,013) Net income (loss) attributable to common shares 41,277 (155,013) Net income (loss) common share $ .005 $ (.02) HUDSON'S GRILL OF AMERICA, INC. CONSOLIDATED STATEMENTS OF CASH FLOW For the three months ended March 31, 1995 and March 31, 1994 March 31, March 31, 1995 1994 Cash flows from operating activities: Net income (loss) $ 41,277 $(155,013) Adjustment to reconcile income to net cash flows from operating activities: Depreciation and amortization 26,222 107,120 Amortization of deferred income (21,325) Loss on sale of assets 11,352 Other non-cash items (8,445) Net cash provided by (used for) changes in assets and liabilities: Accounts receivable (6,604) 222,757 Inventories 86,052 Prepaid expenses and other (15,606) 49,746 Notes receivable (49,374) Accounts payable (6,194) (459,287) Accrued and other liabilities 367 (258,383) Net cash flows from operating activities: (28,330) (407,008) Cash flows from investing activities: Note receivable principal payments 7,840 Payments on lease receivables 35,077 Refund of other assets 2,218 Note receivable increase - net (915,105) Net cash flows from investing activities: 45,135 (915,105) Net cash flows from financing activities: Repayment of long term debt (48,394) Notes payable change - net 44,689 Repayment of long term liabilities (12,772) HUDSON'S GRILL OF AMERICA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D) For the three months ended March 31, 1995 and March 31, 1994 March 31, March 31, 1995 1994 Net cash flows from financing activities: (61,166) 44,689 Net increase (decrease) in cash (44,361) (1,277,424) Cash at beginning of period 92,750 1,294,602 Cash at end of period $ 48,389 $ 17,178 Supplemental cash flow information: Interest paid $ 27,616 $ 22,757 Income taxes paid $ 800 $ HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Hudson's Grill of America, Inc. (the "Company") franchises and previously owned and operated full-service restaurants, primarily in Southern California and Texas. As of March 31, 1995, the Company has franchised fourteen restaurants. Additionally, they own four restaurants, all of which are held for sale. (See Notes 2 and 8). The consolidated financial statements include the Company and its wholly-owned subsidiaries, Equipco, Inc. and Hudson's Grill of Whittier, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Management is in the process of attempting to sell and franchise the Company's restaurants and believes that these and other cost cutting actions will assist the Company in meeting its cash flow requirements over the next twelve months. Restaurants Held for Sale As of March 31, 1995, restaurants held for sale are operated under formal and informal joint venture agreements with prospective purchasers except for its Whittier location. The Company has ceased recording operating revenues and expenses on these joint ventured locations, but records joint venture and equipment rental fees (see Note 8). The Company has recorded the net operating expense of the Whittier location. Gross revenues and expenses for the three months ended March 31, 1995 were: Gross revenue $ 120,748 Cost of sales and operating expense 144,842 Restaurant operations - net $ (24,094) Management has evaluated the remaining net assets and believes the carrying values do not exceed the net realizable values of those assets. Cash and Cash Equivalents Cash and cash equivalents for purposes of the statement of cash flows consist of cash and short-term investments purchased with an original maturity of three months or less. HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) Non-current Assets Depreciation of property and equipment is recognized using the straight-line method over the estimated lives of the assets (generally five to seven years). Amortization of leaseholds is recognized using the straight-line method over the shorter of the initial term of the respective lease or the service life of the leased asset. Goodwill was recorded as the difference between the purchase price and the fair value of net assets acquired upon purchase of the initial restaurants, and was amortized on the straight-line method over forty years. The Company charged against income a total of approximately $3,500,000 of the remaining goodwill balances during the years ended January 1, 1995 and January 2, 1994 in connection with the sales and closures of the related restaurants and the restructuring of the related acquisition debt. All goodwill had been eliminated as of January 1, 1995. Liquor licenses are recorded at cost and are amortized over ten years. Income Taxes In the fiscal year beginning January 4, 1993, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes". Adoption of the new statement did not have a material effect on the Company's financial statements. Pursuant to SFAS No. 109, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the financial and income tax reporting bases of assets and liabilities. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) Income (loss) per share Income per common share is computed based upon the weighted average number of common and common equivalent shares (unless the effect of the common equivalent shares is antidilutive) outstanding during the year. Common stock equivalents consist of outstanding stock options and warrants. Common stock equivalents are assumed to be exercised with the related proceeds used to repurchase outstanding shares except when the effect would be antidilutive. The weighted average number of shares outstanding used in the income (loss) per share computation was 8,845,589 for the three months ended March 31, 1995 and 8,845,589 for the three months ended March 31, 1994. 2. FRANCHISE ACTIVITIES In 1991, the Company commenced franchising its Hudson's Grill concept. Under the terms of the standard franchise agreement, the franchisees are obligated to pay the Company an initial franchise fee of $25,000, and a weekly continuing royalty fee of 4% of gross restaurant revenues, and must spend 3% of gross sales on approved advertising, including a weekly 1% marketing fee contributed to the Company's marketing fund. The Company is obligated to provide initial training, continuing management assistance, administration of advertising and sales promotion programs and establishment and monitoring of a marketing fund. Franchising revenues consisted of: Three months Three months ended ended March 31, 1995 March 31, 1994 Initial franchise revenues $ 49,374 $ Continuing franchise revenues 39,503 22,947 Total franchise revenues $ 88,877 $ 22,947 HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 3. NOTES AND LEASES RECEIVABLE At January 1, 1995 the Company has a $1,199,114 note receivable from its Texas franchisee. A principal shareholder of the Company owns an interest in this entity and Travis L. Bryant (see Note 5) owned an interest in this entity until 1994. Monthly payments of $7,994, interest only through August 1995 and then monthly payments of principal and interest in the amount of $14,549 are required at a rate of 8% per year for ten years. The last payment will consist of all remaining principal and accrued interest due at that time. The note is collateralized by restaurant equipment and improvements. In addition, an offset agreement exists in which the Company can offset any past due amounts on the note against a note payable of $1,154,420 to Travis L. Bryant. See Note 5. In connection with the sale of restaurants in the year ended January 2, 1994, the Company received a note for $490,000 with annual installments totalling $86,667, over four years with the balance due in the fifth year, plus interest at prime plus 2%. The balance of the note at January 1, 1995 and at March 31, 1995 was $316,667. In connection with the sale of a restaurant in the year ended January 1, 1995, the Company received a note for $262,800. The note bears interest at a rate equal to the greater of prime plus 2% or 9%, adjusted on a quarterly basis. Payments of interest only are required for one year, after which ninety-six monthly payments are required in amounts necessary to amortize the remaining principal balance of the note. The Company also leased the restaurant equipment to the purchaser under a ten year lease that has been classified as a sales-type lease. The net carrying value of the lease receivable at March 31, 1995 and January 1, 1995, is composed of the following: HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 3. NOTES AND LEASE RECEIVABLE (CONT'D) March 31, January 1, 1995 1995 Future lease payments due in fiscal year ending: December 31, 1995 $ 36,923 $ 48,000 December 29, 1996 48,000 48,000 January 4, 1998 48,000 48,000 January 3, 1999 48,000 48,000 January 2, 2000 48,000 48,000 Thereafter 224,308 224,308 Total 453,231 464,308 Less amount representing unearned interest (231,969) (241,775) $ 221,262 $ 222,533 In connection with the sale of two restaurants to a single buyer which closed during the three months ended March 31, 1995, the Company received notes in the amount of $100,000. The notes bear interest at 7.5% and are amortized over five years starting September 30, 1993 (the date the purchase agreement was reached). The Company also leased the restaurants' equipment to the purchaser under two five year leases (beginning October 1, 1993) that have been classified as sales-type leases. The net carrying value of the lease receivables at March 31, 1995 is composed of the following: March 31, 1995 Future lease payments due fiscal year ending: December 31, 1995 $ 72,000 December 29, 1996 96,000 January 4, 1998 96,000 January 3, 1999 72,000 Total 336,000 Less amount representing unearned interest (87,909) $ 248,091 HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 4. COMMITMENTS AND CONTINGENT LIABILITIES Most of the Company's restaurant buildings and equipment are operated under noncancelable operating leases. Terms of these leases extend from 3 to 25 years. Certain leases are guaranteed by former directors. In addition to amounts included below, the leases generally provide that the Company pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased property, plus a percentage of gross receipts in excess of certain limits stated in the lease agreements. As explained in Note 8, most of the Company's remaining restaurants are operated by third parties under joint venture agreements and the rental payments are being made by those parties. The following is a summary by years of future minimum lease payments on the restaurant locations: Fiscal Year Ending: December 31, 1995 $ 532,200 December 29, 1996 528,714 January 4, 1998 500,496 January 3, 1999 500,496 January 2, 2000 500,496 Thereafter 6,558,148 Total minimum lease payments $9,120,550 The Company has assigned to the purchasers, the leases on buildings for seven of the restaurants sold prior to March 31, 1995. Under the terms of the leases, the Company is secondarily liable for the lease payments on these restaurants should the purchasers not fulfill their responsibility under the leases. The future lease payments for these restaurants total approximately $6,134,312 at January 1, 1995 and March 31, 1995. In addition, the Company may be secondarily liable under other leases for restaurants sold in prior years. Total rental expenses for operating leases was $22,183 and $19,876 for the three months ended March 31, 1995, and March 31, 1994, respectively. The Company is the defendant in a lawsuit filed by two former employees. The Company believes the lawsuit is without merit, but is presently unable to predict whether it will result in a material loss to the Company. HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 5. LONG-TERM DEBT Long-term debt at March 31, 1995 and January 1, 1995, which is collateralized by substantially all of the assets of the Company, is summarized as follows: March 31, January 31, 1995 1995 Note payable to Travis L. Bryant, a former director of the Company and a former part owner of the Company's Texas franchisee, monthly interest payments of $7,696 through November, 1995 and monthly installments of $14,006 including interest at 8% through November, 2005. (See below and Note 3.) $1,154,420 $1,154,420 Note payable to Corona Market Partnership, due in monthly installments of $5,327, including interest of 8% through June, 1997. 131,233 144,414 Note payable in monthly principal installments of $5,555, plus interest at prime rate plus 2% (total of 10.5% at January 1, 1995), due April 1995. 5,244 22,229 Note payable, due in monthly installments of $1,435, including interest at 12%, through May 1996. 23,527 23,527 Note payable, due in monthly installments of $6,793, including interest at 7%, through March 1995. 20,281 Total 1,314,424 1,364,871 Less current portion (109,695) (126,684) Long-term debt $1,204,729 $1,238,187 HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 5. LONG-TERM DEBT (CONT'D) Principal payments due in the fiscal years subsequent to January 1, 1995 are as follows: Fiscal Year Ending: December 31, 1995 $ 126,684 December 29, 1996 147,932 January 4, 1998 116,879 January 3, 1999 82,758 January 2, 2000 100,456 Thereafter 790,162 Total $1,364,871 No covenants of the debt agreements at January 1, 1995 are considered to be materially restrictive. In the year ended January 1, 1995, Travis L. Bryant formally agreed to reduce a $3,360,000 note payable to him into a $1,300,000 note due in monthly installments as described above. In addition, Bryant agreed to forgive certain other amounts due him by the Company, which totalled approximately $720,000. In connection with the restructuring transaction, Bryant also received a warrant to purchase 4,000,000 shares of the Company's common stock at $.0625 per share anytime over the next ten years. Consummation of the agreement was contingent on the Company's performance of certain conditions, including the loan of an additional amount to the Texas franchisee to increase that note receivable from $300,000 to $1,300,000 (see Note 3) and the compromise and satisfaction of certain liabilities due lessors of certain closed restaurant locations (See Note 4). These conditions were satisfied in the year ended January 1, 1995 and the debt restructure was consummated. 6. INCOME TAXES Deferred income taxes are provided for temporary differences between income tax and financial reporting as of March 31, 1995 and January 1, 1995 as follows: March 31, January 1, 1995 1995 Deferred tax asset: Depreciation $ 230,000 $ 230,000 Net operating loss 167,000 167,000 Accrued settlement 60,000 60,000 Valuation allowance (457,000) (457,000) Total $ 0 $ 0 HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 6. INCOME TAXES (CONT'D) At January 1, 1995, and at March 31, 1995 the Company had net operating loss and investment tax credit carryforwards for Federal income tax purposes of $900,000 and $200,000, respectively. Use of these carryforwards may be limited following issuance of the warrant described in Note 5. 7. SHAREHOLDERS' EQUITY The Company is authorized to issue 1,000,000 shares of preferred stock with rights and preferences as designated by the Board of Directors. In connection with a transaction with another company in 1991, the Company issued a warrant to acquire 100,000 shares of the Company's common stock at $1.00 per share, which expires January 1, 1996. In January 1994, in connection with a debt restructuring agreement described in Note 5, the Company issued warrants to Travis L. Bryant. The warrants are exercisable for 4,000,000 shares of common stock at $.0625 per share and expire in ten years. The exercise price approximated the market value of the stock at the time of grant. 8. RESTAURANT SALES AND CLOSURES During the year ended January 1, 1995, the company sold one restaurant and recorded a deferred gain of $348,782 on the sale, which has been recorded as a liability as of January 1, 1995. The liability will be amortized into income over the terms of the related note and lease receivables (see Note 3). On January 31, 1994, the company closed its Irvine restaurant. In connection with this closure, a loss of $460,000 was recorded at January 2, 1994 to write off goodwill and estimate the settlement of lease obligations. An additional $188,000 of losses related to the closure of the Irvine restaurant have been recorded in the year ended January 1, 1995. HUDSON'S GRILL OF AMERICA, INC. Notes to Consolidated Financial Statements (Cont'd) 8. RESTAURANT SALES AND CLOSURES (CONT'D) The Company is endeavoring to sell all remaining restaurants and has granted purchase options for three of the remaining restaurants owned. These purchase options also include certain joint venture provisions, which began in the second half of the year ended January 2, 1994, whereby, the future purchasers operate the restaurants and the Company receives a joint venturer's fee based on sales, net of certain operating expenses. In addition, certain joint venturer's have agreed to lease in-store assets over the term of the joint venture agreements, which expire upon sale of the restaurants. Joint venture fees and the related lease income for the three months ended March 31, 1995 and three months ended March 31, 1994 were $57,319 and $111,785, respectively. After the sale of the restaurants, revenue from the lease of the store assets to the buyer is reported as capital lease income. Capital lease income for the three months ended March 31, 1995 and March 31, 1994 was $21,325 and $- 0-, respectively. Based on the option price provided in these agreements, management does not anticipate recording a loss on sale of these restaurants. The Company has written down the carrying value of the one remaining restaurant held for sale by approximately $587,000 during the year ended January 1, 1995 due to diminished prospects for the sale of the restaurant. Item 2. Management's Discussion and Analysis. Net Sales Franchise Revenue increased from $22,947 for the quarter ended March 31, 1994 to $88,877 for the quarter ended March 31, 1995. This change reflects the fact that more restaurants are now being operated as franchised units. Net joint venture revenue and equipment lease income was $98,749 in the first quarter of 1994 and decreased to $57,319 in the first quarter of 1995. During this past year several of the Company's joint ventures became franchises, and one became a subsidiary, and thus franchise revenues increased while joint venture revenues decreased. For the quarter ended March 31, 1995, the Company had Capital Lease income of $21,325. This last category is new in 1995. Net Sales which in 1994 was $44,469, is no longer recorded. Expenses Net restaurant operating expenses were $24,094 for the quarter ended March 31, 1995, compared to $1,510 for the quarter ended March 31, 1994. This change is also attributed to the fact that the Company quit operating restaurants during the first quarter of 1994; instead its expenses are now attributable to franchise activities and joint venture operations. General and administrative expenses for the quarter ended March 31, 1995, were $86,615 compared to $114,861 for the quarter ended March 31, 1994. This decline is a result of the Company's efforts to reduce overhead by closing the California corporate office and the elimination of administrative positions in 1994. Depreciation declined in the first quarter of 1995 to $26,222 from 1994's amount of $107,120. This is mostly due to the sales of Company restaurants and writing off of certain assets related to the Company's Whittier location. Liquidity and Capital Resources The Company had a working capital surplus of approximately $194,980 as of March 31, 1995, as compared to a deficit of $36,735 for January 1, 1995. The increase is due mostly to an increase in the current portion of notes and lease receivables that have resulted from recent sales by the Company of its restaurant locations to franchisees. PART II - OTHER INFORMATION Item 1. Legal Proceedings. The registrant incorporates by reference its response in its Form 10-KSB filed with the Securities and Exchange Commission on April 14, 1995 (see Item 3 on page 5 of the Form 10-KSB). Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit Index. Following are the exhibits required under Item 601 of Regulation S-B for Form 10-QSB: Item 601 Exhibit No. Description Page Number (2) Plan of Acquisition, Reorgani- zation, Arrangement, Liquida- tion, or Succession n/a (4) Instruments Defining the Rights of Holders Including Indentures n/a (6) No Exhibit Required. n/a (11) Statement Re: Computation of Per Share Earnings n/a (12) No Exhibit Required. n/a (15) Letter on Unaudited Interim Financial Information n/a (18) Letter on Change in Accounting Principles n/a (19) Previously Unfiled Documents n/a (20) Reports Furnished to Security Holders n/a (23) Published Report Regarding Matters Submitted to Vote n/a (24) Consent of Experts and Counsel n/a (25) Power of Attorney n/a (27) Financial Data Schedule attached (28) Additional Exhibits n/a No explanation of the computation of per share earnings on both the primary and fully diluted basis is necessary because the computation can be clearly determined from the financial statements. No reports on unaudited interim financial information has been prepared by the Company's independent accountants, and therefore, no letter is required from the Company's independent accountants. (b) Reports on Form 8-K. The following reports on Form 8-K were filed during the quarter ending March 31, 1994: 1. February 23, 1995. The Company reported that two notes had been extended for twelve months; on one note the Company was the maker and on the other note the Company was the payee. These are the offsetting notes that originated as part of the Travis Bryant transaction in 1994. The Company also reported that its State and A note was modified; that its Texas franchisee had opened a new Hudson's restaurant; that a subsidiary had been formed for its Whittier, California, location; and that it completed its sale of its Westlake Village and Simi Valley locations. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) HUDSON'S GRILL OF AMERICA, INC. By: s/s David L. Osborn David L. Osborn, President Date: May 19, 1995 f\sec\950518.O01 EX-27 2 ART 5 FIN DATA SCHEDULE FOR 1ST QTR 1995 10-QSB
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S QUARTERLY FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JAN-01-1995 MAR-31-1995 48,389 0 426,191 0 0 505,058 1,339,864 1,162,186 2,896,161 310,078 0 4,456,457 0 0 0 2,896,161 0 167,521 0 134,931 0 0 27,983 41,277 0 0 0 0 0 41,277 0.005 0.005
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