UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 2, 2024, the registrant had
Table of Contents
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PART I. |
1 |
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Item 1. |
1 |
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1 |
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Condensed Statements of Operations and Comprehensive (Loss) Income |
2 |
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3 |
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4 |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
Item 3. |
25 |
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Item 4. |
25 |
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PART II. |
26 |
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Item 1. |
26 |
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Item 1A. |
26 |
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Item 2. |
26 |
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Item 3. |
26 |
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Item 4. |
26 |
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Item 5. |
26 |
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Item 6. |
27 |
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28 |
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i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Kura Sushi USA, Inc.
Condensed Balance Sheets
(amounts in thousands, except par value)
(Unaudited)
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May 31, 2024 |
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August 31, 2023 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts and other receivables |
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Inventories |
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Due from affiliate |
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— |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment – net |
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Operating lease right-of-use assets |
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Deposits and other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Salaries and wages payable |
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Operating lease liabilities – current |
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Due to affiliate |
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Sales tax payable |
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Total current liabilities |
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Non-current liabilities: |
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Operating lease liabilities – non-current |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders' equity: |
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Preferred stock, $ |
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— |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
1
Kura Sushi USA, Inc.
Condensed Statements of Operations and Comprehensive (Loss) Income
(amounts in thousands, except per share data)
(Unaudited)
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Three Months Ended May 31, |
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Nine Months Ended May 31, |
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2024 |
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2023 |
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2024 |
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2023 |
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Sales |
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$ |
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$ |
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$ |
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$ |
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Restaurant operating costs: |
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Food and beverage costs |
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Labor and related costs |
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Occupancy and related expenses |
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Depreciation and amortization expenses |
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Other costs |
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Total restaurant operating costs |
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General and administrative expenses |
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Depreciation and amortization expenses |
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Total operating expenses |
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Operating (loss) income |
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( |
) |
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( |
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( |
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Other expense (income): |
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Interest expense |
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Interest income |
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( |
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( |
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( |
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( |
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(Loss) income before income taxes |
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( |
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( |
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( |
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Income tax expense |
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Net (loss) income |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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Net (loss) income per Class A and Class B shares |
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Basic |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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Diluted |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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Weighted average Class A and Class B shares outstanding |
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Basic |
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Diluted |
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Other comprehensive income (loss): |
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Unrealized loss on short-term investments |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Comprehensive (loss) income |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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The accompanying notes are an integral part of these condensed financial statements.
2
Kura Sushi USA, Inc.
Condensed Statements of Stockholders’ Equity
(amounts in thousands)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Class A |
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Class B |
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Paid-in |
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Accumulated |
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Other |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income |
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Equity |
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Balances as of August 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balances as of November 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balances as of February 29, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balances as of May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Class A |
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Class B |
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Paid-in |
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Accumulated |
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Other |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income |
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Equity |
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Balances as of August 31, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balances as of November 30, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balances as of February 28, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with follow-on public offering, net of underwriter discounts and issuance costs |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balances as of May 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
3
Kura Sushi USA, Inc.
Condensed Statements of Cash Flows
(amounts in thousands)
(Unaudited)
|
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Nine Months Ended May 31, |
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|||||
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|
2024 |
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2023 |
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Cash flows from operating activities |
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Net loss |
|
$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by operating activities |
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Depreciation and amortization |
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Stock-based compensation, net of amounts capitalized |
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Loss on disposal of property and equipment |
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— |
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Non-cash lease expense |
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Changes in operating assets and liabilities: |
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Accounts and other receivables |
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( |
) |
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( |
) |
Inventories |
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( |
) |
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( |
) |
Due from affiliate |
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||
Prepaid expenses and other current assets |
|
|
|
|
|
( |
) |
|
Deposits and other assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
|
|
|
( |
) |
|
Salaries and wages payable |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
( |
) |
|
Due to affiliate |
|
|
( |
) |
|
|
|
|
Sales tax payable |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Payments for property and equipment |
|
|
( |
) |
|
|
( |
) |
Payments for initial direct costs |
|
|
( |
) |
|
|
( |
) |
Payments for purchases of liquor licenses |
|
|
( |
) |
|
|
( |
) |
Purchases of short-term investments |
|
|
( |
) |
|
|
( |
) |
Redemption of short-term investments |
|
|
|
|
|
— |
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Repayment of principal on finance leases |
|
|
( |
) |
|
|
( |
) |
Taxes paid on vested restricted stock awards |
|
|
( |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Proceeds from the follow-on public offering, net of discounts and commissions |
|
|
— |
|
|
|
|
|
Payments of costs related to the follow-on offering |
|
|
— |
|
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Decrease in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Noncash investing activities |
|
|
|
|
|
|
||
Amounts unpaid for purchases of property and equipment |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed financial statements.
4
Kura Sushi USA, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1. Organization and Basis of Presentation
Kura Sushi USA, Inc. is a technology-enabled Japanese restaurant concept that provides guests with a distinctive dining experience by serving authentic Japanese cuisine through an engaging revolving sushi service model, which the Company refers to as the “Kura Experience.” Kura Sushi encourages healthy lifestyles by serving freshly prepared Japanese cuisine using high-quality ingredients that are free from artificial seasonings, sweeteners, colorings, and preservatives. Kura Sushi aims to make quality Japanese cuisine accessible to its guests across the United States through affordable prices and an inviting atmosphere. “Kura Sushi USA,” “Kura Sushi,” “Kura,” “our” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.
Basis of Presentation
The accompanying unaudited condensed financial statements (the “Condensed Financial Statements”) have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. As such, these Condensed Financial Statements should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended August 31, 2023.
The accounting policies followed by the Company are set forth in Part II, Item 8, Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Financial Statements included in the Company’s Annual Report on Form 10‑K for the fiscal year ended August 31, 2023. In the opinion of management, all adjustments necessary to fairly state the Condensed Financial Statements have been made. All such adjustments are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending August 31, 2024 or for any other future annual or interim period.
Fiscal Year
The Company’s fiscal year begins on September 1 and ends on August 31, and references made to “fiscal year 2024” and “fiscal year 2023” refer to the Company’s fiscal years ending August 31, 2024 and ended August 31, 2023, respectively.
Use of Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented.
Significant items subject to such estimates include asset retirement obligations, stock-based compensation, the useful lives of assets, the assessment of the recoverability of long-lived assets, and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.
Short-Term Investments
Short-term investments consist of certificates of deposits and Treasury bills. The Company considers all highly liquid investments with an original maturity date greater than three months but less than one year as short-term investments. The carrying value of the short-term investments is equivalent to their amortized cost basis. As of May 31, 2024 and August 31, 2023, short-term investments were $
5
on the available-for-sale debt securities on a specific identification method basis. Based on the evaluation of credit risk factors, the Company has concluded that an allowance for credit losses is unnecessary for its short-term investments.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s short-term investments consist of certificates of deposits and Treasury bills that are classified as available-for-sale debt securities which are measured at fair value with unrealized gains or losses recorded in other comprehensive income (loss).
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
Note 2. Balance Sheet Components
Accounts and Other Receivables
|
|
May 31, 2024 |
|
|
August 31, 2023 |
|
||
|
|
(amounts in thousands) |
|
|||||
Lease receivables |
|
$ |
|
|
$ |
|
||
Credit card and other receivables |
|
|
|
|
|
|
||
Total accounts and other receivables |
|
$ |
|
|
$ |
|
||
Property and Equipment - net
|
|
May 31, 2024 |
|
|
August 31, 2023 |
|
||
|
|
(amounts in thousands) |
|
|||||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Lease assets |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Property and equipment – gross |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Total property and equipment – net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense for property and equipment was $
6
Note 3. Leases
The Company has operating and finance leases for its corporate office, restaurant locations, office equipment, kitchen equipment and automobiles. The Company’s finance leases are immaterial. The Company’s leases have remaining lease terms of
Lease related costs recognized in the statements of operations and comprehensive income (loss) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(amounts in thousands) |
|
|||||||||||||
Operating lease cost |
Classification |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
Occupancy and related expenses, other costs and general and administrative expenses |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease cost |
Occupancy and related expenses, and general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplemental balance sheet information related to leases is as follows:
Operating Leases
|
|
May 31, 2024 |
|
|
August 31, 2023 |
|
||
|
|
(amounts in thousands) |
|
|||||
Right-of-use assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Lease liabilities – current |
|
$ |
|
|
$ |
|
||
Lease liabilities – non-current |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|||||
|
|
Nine Months Ended May 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Weighted Average Remaining Lease Term (Years) |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Weighted Average Discount Rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Supplemental disclosures of cash flow information related to leases are as follows:
|
|
Nine Months Ended May 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(amounts in thousands) |
|
|||||
Operating cash flows paid for operating lease liabilities |
|
$ |
|
|
$ |
|
||
Operating right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
7
As of May 31, 2024, the Company had an additional $
Maturities of lease liabilities, net of lease receivables, were as follows:
|
|
Operating Leases |
|
|
|
|
(amounts in thousands) |
|
|
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
Note 4. Related Party Transactions
Kura Sushi, Inc. (“Kura Japan”) is the majority stockholder of the Company and is incorporated and headquartered in Japan. In August 2019, the Company entered into a Shared Services Agreement with Kura Japan, pursuant to which Kura Japan provides the Company with certain strategic, operational and other support services, including assigning certain employees to work for the Company as expatriates to provide support to the Company’s operations, sending its employees to the Company on a short-term basis to provide support for the opening of new restaurants or renovation of existing restaurants, and providing the Company with certain supplies, parts and equipment for use in the Company’s restaurants. In addition, the Company has agreed to continue to provide Kura Japan with certain translational support services and market research. In exchange for such services, supplies, parts and equipment, the parties pay fees to each other as set forth under the Shared Services Agreement. A right of setoff is not required; however, from time to time, either party will net settle transactions as needed. Purchases of administrative supplies, expatriate salaries and travel and other administrative expenses payable to Kura Japan are included in general and administrative expenses in the accompanying statements of operations and comprehensive income (loss). Purchases of equipment from Kura Japan are included in property and equipment in the accompanying balance sheets.
In August 2019, the Company entered into an Amended and Restated Exclusive License Agreement (the “License Agreement”) with Kura Japan. Pursuant to the License Agreement, the Company pays Kura Japan a royalty fee of
On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, to provide the Company a revolving credit line of $
Balances with Kura Japan are as follows:
|
|
May 31, 2024 |
|
|
August 31, 2023 |
|
||
|
|
(amounts in thousands) |
|
|||||
Due from affiliate |
|
$ |
— |
|
|
$ |
|
|
Due to affiliate |
|
$ |
|
|
$ |
|
||
8
Reimbursements and other payments by the Company to Kura Japan were as follows:
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(amounts in thousands) |
|
|||||||||||||
Related party transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expatriate salaries expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Royalty payments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Travel and other administrative expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Purchases of equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total related party transactions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reimbursements by Kura Japan to the Company were $
Note 5. Stock-based Compensation
The following table summarizes the stock option activity under the Company’s 2018 Incentive Compensation Plan, as amended and restated (the “Stock Incentive Plan”):
|
|
Options Outstanding |
|
|||||
|
|
Number of Shares |
|
|
Weighted Average |
|
||
|
|
|
|
|
|
|
||
Outstanding — August 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Exercised |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — November 30, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Exercised |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — February 29, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Exercised |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — May 31, 2024 |
|
|
|
|
$ |
|
||
9
The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:
|
|
Number of Shares |
|
|
Weighted Average |
|
||
Outstanding — August 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — November 30, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — February 29, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
$ |
|
|
Cancelled/forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding — May 31, 2024 |
|
|
|
|
$ |
|
||
The total stock-based compensation recognized under the Stock Incentive Plan in the statements of operations and comprehensive income (loss) is as follows:
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
||||||||||
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
(amounts in thousands) |
|
|||||||||||||
Restaurant-level stock-based compensation included in other costs |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Corporate-level stock-based compensation included in general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation, net of amounts capitalized |
|
|
|
|
|
|
|
|
|
|
|
||||
Amount capitalized to Property and Equipment - net |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total stock-based compensation |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 6. Debt
On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, establishing a $
As of May 31, 2024 and August 31, 2023, the Company had
Note 7. (Loss) Income Per Share
The net income (loss) per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the year had been distributed. As the liquidation and dividend rights for Class A and Class B common stock are identical, the net loss attributable to all common stockholders is allocated on a proportionate basis.
10
The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share:
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
|||||||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||||
|
|
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
|
|
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
||||||||
|
|
(amounts in thousands, except per share data) |
|
||||||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders – diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dilutive effect of stock-based awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Weighted average common shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to common stockholders – basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
Net income (loss) per share attributable to common stockholders – diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
The Company computes basic income (loss) per common share using net income (loss) and the weighted average number of common shares outstanding during the period, and computes diluted income (loss) per common share using net income (loss) and the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include dilutive outstanding employee stock options and restricted stock units.
For the three and nine months ended May 31, 2024, there were
Note 8. Commitments and Contingencies
On January 19, 2024,
The Company is involved from time to time in various legal proceedings that arise in the ordinary course of business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions, including acquisitions and divestitures. In the opinion of management, the Company does not believe that such litigation, claims, and administrative proceedings will have a material adverse effect on its business, financial position, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims, including the putative class action referenced above, could materially and adversely affect its business, financial condition, results of operations or cash flows. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated.
11
Note 9. Income Taxes
The Company recorded an income tax expense of $
The Company continually monitors and performs an assessment of the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, management determined that a full valuation allowance against all of the Company’s net deferred tax assets at May 31, 2024 was appropriate.
12
Note 10. Fair Value Measurements
The following table sets forth the Company’s assets measured at fair value on a recurring basis as of May 31, 2024.
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
(amounts in thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposits |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Treasury bills |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total assets at fair value |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
The Company’s cash and cash equivalents include cash on hand, deposits in banks, certificates of deposits and money market funds. Due to their short-term nature, the carrying amounts reported in the accompanying balance sheets approximate the fair value of cash and cash equivalents. The fair value of our certificates of deposits are considered using Level 2 inputs of the fair value hierarchy. Level 2 inputs are based on market data that include factors such as interest rates, market and pricing activity and other market-based valuation techniques. The Company determines realized gains or losses on the available-for-sale debt securities on a specific identification method basis.
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and the related notes included in this Quarterly Report on Form 10-Q and with the audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023 (the “Annual Report”).
In addition to historical information, the following discussion and analysis contains forward-looking statements, such as statements about our plans, objectives, expectations, and intentions, which are based on current expectations and that involve risks, uncertainties and assumptions as set forth and described in the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of the Annual Report. You should review those sections in our Annual Report for a discussion of important factors, including the continuing development of our business and other factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q.
“Kura Sushi USA,” “Kura Sushi,” “Kura,” “we,” “us,” “our,” “our company” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.
Overview
Kura Sushi USA is a technology-enabled Japanese restaurant concept that provides guests with a distinctive dining experience by serving authentic Japanese cuisine through an engaging revolving sushi service model, which we refer to as the “Kura Experience.” We encourage healthy lifestyles by serving freshly prepared Japanese cuisine using high-quality ingredients that are free from artificial seasonings, sweeteners, colorings, and preservatives. We aim to make quality Japanese cuisine accessible to our guests across the United States through affordable prices and an inviting atmosphere.
Business Trends
During the nine months ended May 31, 2024, we opened 13 restaurants and expanded our restaurant base to 63 restaurants in seventeen states and Washington, DC. We expect to open a total of 14 new restaurants in fiscal year 2024 and therefore, we expect our revenue and restaurant operating costs to increase in fiscal year 2024. We also expect our general and administrative expenses to increase on a dollar basis in fiscal 2024 to support the growth of the company and the compliance requirements of no longer being an emerging growth company.
We have experienced inflationary pressures affecting our operations in certain areas such as labor, repairs and maintenance, restaurant supplies and energy costs. We have been able to partially offset these inflationary and other cost pressures to some extent through various actions, such as increasing menu prices, productivity improvements, and supply chain initiatives. Although inflation has moderated so far in 2024, inflation may continue to affect our results in the near future. In addition, our restaurant sales have softened since mid-April due to macroeconomic conditions of lower consumer spending.
Key Financial Definitions
Sales. Sales represent sales of food and beverages in restaurants. Restaurant sales in a given period are directly impacted by the number of restaurants we operate and comparable restaurant sales performance.
Food and beverage costs. Food and beverage costs are variable in nature, change with sales volume and are influenced by menu mix and subject to increases or decreases based on fluctuations in commodity costs. Other important factors causing fluctuations in food and beverage costs include seasonality and restaurant-level management of food waste. Food and beverage costs are a substantial expense and are expected to grow proportionally as our sales grow.
Labor and related expenses. Labor and related expenses include all restaurant-level management and hourly labor costs, including wages, employee benefits and payroll taxes. Similar to the food and beverage costs that we incur, labor and related expenses are expected to grow proportionally as our sales grow. Factors that influence fluctuations in our labor and related expenses include minimum wage and payroll tax legislation, the frequency and severity of workers’ compensation claims, healthcare costs and the performance of our restaurants.
14
Occupancy and related expenses. Occupancy and related expenses include rent for all restaurant locations and related taxes.
Depreciation and amortization expenses. Depreciation and amortization expenses are periodic non-cash charges that consist of depreciation of fixed assets, including equipment and capitalized leasehold improvements. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, which range from three to 20 years.
Other costs. Other costs include credit card processing fees, repairs and maintenance, restaurant-level advertising and promotions, restaurant supplies, royalty payments to Kura Japan, stock-based compensation for restaurant-level employees, utilities and other restaurant-level expenses.
General and administrative expenses. General and administrative expenses include expenses associated with corporate and regional supervision functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, travel expenses, stock-based compensation for corporate-level employees, legal and professional fees, marketing costs, information systems, corporate office rent and other related corporate costs. General and administrative expenses are expected to grow as our unit base grows.
Interest expense. Interest expense includes cash and non-cash charges related to our line of credit and finance lease obligations.
Interest income. Interest income includes income earned on our money market funds.
Income tax expense (benefit). Provision for income taxes represents federal, state and local current and deferred income tax expense (benefit).
15
Results of Operations
The following tables present selected comparative results of operations for the three and nine months ended May 31, 2024 and May 31, 2023. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the tables below may not recalculate or sum to 100% due to rounding.
|
|
Three Months Ended May 31, |
|
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
|
||||
|
|
(dollar amounts in thousands) |
|
|
|||||||||||||
Sales |
|
$ |
63,082 |
|
|
$ |
49,238 |
|
|
$ |
13,844 |
|
|
|
28.1 |
|
% |
Restaurant operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and beverage costs |
|
|
18,391 |
|
|
|
14,770 |
|
|
|
3,621 |
|
|
|
24.5 |
|
|
Labor and related costs |
|
|
20,378 |
|
|
|
14,362 |
|
|
|
6,016 |
|
|
|
41.9 |
|
|
Occupancy and related expenses |
|
|
4,318 |
|
|
|
3,554 |
|
|
|
764 |
|
|
|
21.5 |
|
|
Depreciation and amortization expenses |
|
|
3,124 |
|
|
|
1,975 |
|
|
|
1,149 |
|
|
|
58.2 |
|
|
Other costs |
|
|
9,076 |
|
|
|
6,165 |
|
|
|
2,911 |
|
|
|
47.2 |
|
|
Total restaurant operating costs |
|
|
55,287 |
|
|
|
40,826 |
|
|
|
14,461 |
|
|
|
35.4 |
|
|
General and administrative expenses |
|
|
8,857 |
|
|
|
7,012 |
|
|
|
1,845 |
|
|
|
26.3 |
|
|
Depreciation and amortization expenses |
|
|
107 |
|
|
|
92 |
|
|
|
15 |
|
|
|
16.3 |
|
|
Total operating expenses |
|
|
64,251 |
|
|
|
47,930 |
|
|
|
16,321 |
|
|
|
34.1 |
|
|
Operating (loss) income |
|
|
(1,169 |
) |
|
|
1,308 |
|
|
|
(2,477 |
) |
|
|
(189.4 |
) |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
15 |
|
|
|
23 |
|
|
|
(8 |
) |
|
|
(34.8 |
) |
|
Interest income |
|
|
(686 |
) |
|
|
(436 |
) |
|
|
(250 |
) |
|
|
57.3 |
|
|
(Loss) income before income taxes |
|
|
(498 |
) |
|
|
1,721 |
|
|
|
(2,219 |
) |
|
|
(128.9 |
) |
|
Income tax expense |
|
|
60 |
|
|
|
41 |
|
|
|
19 |
|
|
|
46.3 |
|
|
Net (loss) income |
|
$ |
(558 |
) |
|
$ |
1,680 |
|
|
$ |
(2,238 |
) |
|
|
133.2 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Nine Months Ended May 31, |
|
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
|
||||
|
|
(dollar amounts in thousands) |
|
|
|||||||||||||
Sales |
|
$ |
171,848 |
|
|
$ |
132,500 |
|
|
$ |
39,348 |
|
|
|
29.7 |
|
% |
Restaurant operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and beverage costs |
|
|
50,691 |
|
|
|
40,440 |
|
|
|
10,251 |
|
|
|
25.3 |
|
|
Labor and related costs |
|
|
55,409 |
|
|
|
40,751 |
|
|
|
14,658 |
|
|
|
36.0 |
|
|
Occupancy and related expenses |
|
|
12,179 |
|
|
|
9,504 |
|
|
|
2,675 |
|
|
|
28.1 |
|
|
Depreciation and amortization expenses |
|
|
8,294 |
|
|
|
5,309 |
|
|
|
2,985 |
|
|
|
56.2 |
|
|
Other costs |
|
|
25,023 |
|
|
|
17,352 |
|
|
|
7,671 |
|
|
|
44.2 |
|
|
Total restaurant operating costs |
|
|
151,596 |
|
|
|
113,356 |
|
|
|
38,240 |
|
|
|
33.7 |
|
|
General and administrative expenses |
|
|
25,634 |
|
|
|
20,776 |
|
|
|
4,858 |
|
|
|
23.4 |
|
|
Depreciation and amortization expenses |
|
|
318 |
|
|
|
265 |
|
|
|
53 |
|
|
|
20.0 |
|
|
Total operating expenses |
|
|
177,548 |
|
|
|
134,397 |
|
|
|
43,151 |
|
|
|
32.1 |
|
|
Operating loss |
|
|
(5,700 |
) |
|
|
(1,897 |
) |
|
|
(3,803 |
) |
|
|
(200.5 |
) |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
35 |
|
|
|
53 |
|
|
|
(18 |
) |
|
|
(34.0 |
) |
|
Interest income |
|
|
(2,280 |
) |
|
|
(593 |
) |
|
|
(1,687 |
) |
|
|
284.5 |
|
|
Loss before income taxes |
|
|
(3,455 |
) |
|
|
(1,357 |
) |
|
|
(2,098 |
) |
|
|
154.6 |
|
|
Income tax expense |
|
|
148 |
|
|
|
66 |
|
|
|
82 |
|
|
|
124.2 |
|
|
Net loss |
|
$ |
(3,603 |
) |
|
$ |
(1,423 |
) |
|
$ |
(2,180 |
) |
|
|
153.2 |
|
% |
16
|
|
Three Months Ended May 31, |
|
|
|
Nine Months Ended May 31, |
|
|
||||||||||||
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
|
||||
|
|
(as a percentage of sales) |
|
|
||||||||||||||||
Sales |
|
|
100.0 |
|
% |
|
|
100.0 |
|
% |
|
|
100.0 |
|
% |
|
|
100.0 |
|
% |
Restaurant operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and beverage costs |
|
|
29.2 |
|
|
|
|
30.0 |
|
|
|
|
29.5 |
|
|
|
|
30.5 |
|
|
Labor and related costs |
|
|
32.3 |
|
|
|
|
29.2 |
|
|
|
|
32.2 |
|
|
|
|
30.8 |
|
|
Occupancy and related expenses |
|
|
6.8 |
|
|
|
|
7.2 |
|
|
|
|
7.1 |
|
|
|
|
7.2 |
|
|
Depreciation and amortization expenses |
|
|
5.0 |
|
|
|
|
4.0 |
|
|
|
|
4.8 |
|
|
|
|
4.0 |
|
|
Other costs |
|
|
14.4 |
|
|
|
|
12.5 |
|
|
|
|
14.6 |
|
|
|
|
13.1 |
|
|
Total restaurant operating costs |
|
|
87.6 |
|
|
|
|
82.9 |
|
|
|
|
88.2 |
|
|
|
|
85.6 |
|
|
General and administrative expenses |
|
|
14.0 |
|
|
|
|
14.2 |
|
|
|
|
14.9 |
|
|
|
|
15.7 |
|
|
Depreciation and amortization expenses |
|
|
0.2 |
|
|
|
|
0.2 |
|
|
|
|
0.2 |
|
|
|
|
0.2 |
|
|
Total operating expenses |
|
|
101.8 |
|
|
|
|
97.3 |
|
|
|
|
103.3 |
|
|
|
|
101.5 |
|
|
Operating (loss) income |
|
|
(1.8 |
) |
|
|
|
2.7 |
|
|
|
|
(3.3 |
) |
|
|
|
(1.6 |
) |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Interest income |
|
|
(1.1 |
) |
|
|
|
(0.9 |
) |
|
|
|
(1.3 |
) |
|
|
|
(0.4 |
) |
|
(Loss) income before income taxes |
|
|
(0.7 |
) |
|
|
|
3.6 |
|
|
|
|
(2.0 |
) |
|
|
|
(1.2 |
) |
|
Income tax expense |
|
|
0.1 |
|
|
|
|
0.1 |
|
|
|
|
0.1 |
|
|
|
|
— |
|
|
Net (loss) income |
|
|
(0.8 |
) |
% |
|
|
3.5 |
|
% |
|
|
(2.1 |
) |
% |
|
|
(1.2 |
) |
% |
Three Months Ended May 31, 2024 Compared to Three Months Ended May 31, 2023
Sales. Sales were $63.1 million for the three months ended May 31, 2024 compared to $49.2 million for the three months ended May 31, 2023, representing an increase of $13.9 million, or 28.1%. The increase in sales was primarily driven by the sales resulting from seventeen new restaurants opened subsequent to May 31, 2023, as well as increases in menu prices during the same period. Comparable restaurant sales increased 0.6% for the three months ended May 31, 2024, as compared to the three months ended May 31, 2023.
Food and beverage costs. Food and beverage costs were $18.4 million for the three months ended May 31, 2024 compared to $14.8 million for the three months ended May 31, 2023, representing an increase of $3.6 million, or 24.5%. The increase in food and beverage costs was primarily driven by costs associated with sales from seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, food and beverage costs decreased to 29.2% in the three months ended May 31, 2024 as compared to 30.0% in the three months ended May 31, 2023, primarily due to increases in menu prices and supply chain initiatives.
Labor and related costs. Labor and related costs were $20.4 million for the three months ended May 31, 2024 compared to $14.4 million for the three months ended May 31, 2023, representing an increase of $6.0 million, or 41.9%. This increase in labor and related costs was primarily driven by additional labor costs incurred from seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, labor and related costs increased to 32.3% in the three months ended May 31, 2024 as compared to 29.2% in the three months ended May 31, 2023. The increase in cost as a percentage of sales was primarily due to increases in wage rates and higher pre-opening labor costs.
17
Occupancy and related expenses. Occupancy and related expenses were $4.3 million for the three months ended May 31, 2024 compared to $3.6 million for the three months ended May 31, 2023, representing an increase of $0.7 million, or 21.5%. The increase was primarily a result of additional lease expense related to the opening of seventeen new restaurants subsequent to May 31, 2023. As a percentage of sales, occupancy and related expenses decreased to 6.8% in the three months ended May 31, 2024 as compared to 7.2% in the three months ended May 31, 2023, primarily driven by leverage benefits from the increase in sales.
Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $3.1 million for the three months ended May 31, 2024 compared to $2.0 million for the three months ended May 31, 2023, representing an increase of $1.1 million, or 58.2%. The increase consists of depreciation of property and equipment related to the seventeen new restaurants that opened subsequent to May 31, 2023. As a percentage of sales, depreciation and amortization expenses at the restaurant level increased to 5.0% in the three months ended May 31, 2024 as compared to 4.0% in the three months ended May 31, 2023, primarily driven by increases in depreciation and amortization due to the new restaurants opened as well as accelerated depreciation on planned restaurant remodels. Depreciation and amortization expenses incurred at the corporate level were $0.1 million for both the three months ended May 31, 2024 and May 31, 2023, and as a percentage of sales were both 0.2%, respectively.
Other costs. Other costs were $9.1 million for the three months ended May 31, 2024 compared to $6.2 million for the three months ended May 31, 2023, representing an increase of $2.9 million, or 47.2%. The increase was primarily driven by an increase in costs related to the seventeen new restaurants that opened subsequent to May 31, 2023. As a percentage of sales, other costs increased to 14.4% in the three months ended May 31, 2024 as compared to 12.5% in the three months ended May 31, 2023, primarily driven by advertising and promotion, software licenses, repairs and maintenance, utilities, operating supplies and travel expenses.
General and administrative expenses. General and administrative expenses were $8.9 million for the three months ended May 31, 2024 compared to $7.0 million for the three months ended May 31, 2023, representing an increase of $1.9 million, or 26.3%. This increase was primarily due to increases in $0.7 million in professional fees, $0.6 million in litigation accrual, compensation-related costs of $0.4 million due to additional headcount and $0.2 million in travel expenses. As a percentage of sales, general and administrative expenses decreased to 14.0% in the three months ended May 31, 2024 as compared to 14.2% in the three months ended May 31, 2023, primarily driven by leverage benefits from the increase in sales.
Interest expense. Interest expense was $15 thousand for the three months ended May 31, 2024 compared to $23 thousand for the three months ended May 31, 2023, respectively.
Interest income. Interest income was $686 thousand for the three months ended May 31, 2024 compared to $436 thousand for the three months ended May 31, 2023. The increase was primarily driven by investing our net cash proceeds from our $64.3 million follow-on offering completed in April 2023 into cash and cash equivalents and short-term investments.
Income tax expense. Income tax expense was $60 thousand for the three months ended May 31, 2024 compared to an income tax expense of $41 thousand for the three months ended May 31, 2023. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.
Nine Months Ended May 31, 2024 Compared to Nine Months Ended May 31, 2023
Sales. Sales were $171.8 million for the nine months ended May 31, 2024 compared to $132.5 million for the nine months ended May 31, 2023, representing an increase of $39.3 million, or 29.7%. The increase in sales was primarily driven by the sales resulting from seventeen new restaurants opened subsequent to May 31, 2023, as well as increases in menu prices during the same period. Comparable restaurant sales increased 2.4% for the nine months ended May 31, 2024, as compared to the nine months ended May 31, 2023.
Food and beverage costs. Food and beverage costs were $50.7 million for the nine months ended May 31, 2024 compared to $40.4 million for the nine months ended May 31, 2023, representing an increase of $10.3 million, or 25.3%. The increase in food and beverage costs was primarily driven by costs associated with sales from seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, food and beverage costs decreased to 29.5% in the nine months ended May 31, 2024 as compared to 30.5% in the nine months ended May 31, 2023, primarily due to increases in menu prices and supply chain initiatives.
Labor and related costs. Labor and related costs were $55.4 million for the nine months ended May 31, 2024 compared to $40.8 million for the nine months ended May 31, 2023, representing an increase of $14.6 million, or 36.0%. This increase in labor and related costs was primarily driven by additional labor costs incurred from seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, labor and related costs increased to 32.2% in the nine months ended May 31, 2024 as compared to 30.8% in the nine months ended May 31, 2023. The increase in cost as a percentage of sales was primarily due to increases in wage rates and higher pre-opening labor costs.
18
Occupancy and related expenses. Occupancy and related expenses were $12.2 million for the nine months ended May 31, 2024 compared to $9.5 million for the nine months ended May 31, 2023, representing an increase of $2.7 million, or 28.1%. The increase was primarily a result of additional lease expense related to the opening of seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, occupancy and related expenses remained consistent at 7.1% in the nine months ended May 31, 2024, compared to 7.2% in the nine months ended May 31, 2023.
Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $8.3 million for the nine months ended May 31, 2024 compared to $5.3 million for the nine months ended May 31, 2023, representing an increase of $3.0 million, or 56.2%. The increase consists of depreciation of property and equipment related to seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, depreciation and amortization expenses at the restaurant level increased to 4.8% for the nine months ended May 31, 2024 as compared to 4.0% for the nine months ended May 31, 2023, primarily driven by increases in depreciation and amortization due to the new restaurants opened as well as accelerated depreciation on planned restaurant remodels. Depreciation and amortization expenses incurred at the corporate level were $0.3 million for the nine months ended May 31, 2024 and May 31, 2023, and as a percentage of sales were both 0.2%, respectively.
Other costs. Other costs were $25.0 million for the nine months ended May 31, 2024 compared to $17.4 million for the nine months ended May 31, 2023, representing an increase of $7.6 million, or 44.2%. The increase was primarily driven by an increase in costs related to seventeen new restaurants opened subsequent to May 31, 2023. As a percentage of sales, other costs increased to 14.6% in the nine months ended May 31, 2024 from 13.1% in the nine months ended May 31, 2023, primarily driven by operating supplies, advertising and promotion, software licenses, repairs and maintenance, travel expenses and utilities.
General and administrative expenses. General and administrative expenses were $25.6 million for the nine months ended May 31, 2024 compared to $20.8 million for the nine months ended May 31, 2023, representing an increase of $4.8 million, or 23.4%. This increase was primarily due to increases in compensation related costs of $1.9 million due to additional headcount, $1.4 million in professional fees, $0.8 million in litigation accrual, $0.4 million in travel expenses and $0.3 in accounts with differences under $0.1 million. As a percentage of sales, general and administrative expenses decreased to 14.9% in the nine months ended May 31, 2024 from 15.7% in the nine months ended May 31, 2023, primarily driven by leverage benefits from the increase in sales.
Interest expense. Interest expense was $35 thousand for the nine months ended May 31, 2024 compared to $53 thousand for the nine months ended May 31, 2023.
Interest income. Interest income was $2.3 million for the nine months ended May 31, 2024 compared to $0.6 million for the nine months ended May 31, 2023. The increase was primarily driven by investing our net cash proceeds from our $64.3 million follow-on offering completed in April 2023 into cash and cash equivalents and short-term investments.
Income tax expense. Income tax expense was $148 thousand for the nine months ended May 31, 2024 compared to $66 thousand for the nine months ended May 31, 2023. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.
Key Performance Indicators
In assessing the performance of our business, we consider a variety of financial and performance measures. The key measures for determining how our business is performing include sales, EBITDA, Adjusted EBITDA, Restaurant-level Operating Profit, Restaurant-level Operating Profit margin, comparable restaurant sales performance, and the number of restaurant openings.
Sales
Sales represents sales of food and beverages in restaurants, as shown on our statements of operations and comprehensive income (loss). Several factors affect our restaurant sales in any given period, including the number of restaurants in operation, guest traffic and average check.
EBITDA and Adjusted EBITDA
EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation accrual that we believe are not indicative of our core operating results. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by sales. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures which are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful
19
information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results.
We believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA, Adjusted EBITDA and Adjusted EBITDA margin that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA and Adjusted EBITDA margin in the same fashion.
Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA, Adjusted EBITDA and Adjusted EBITDA margin on a supplemental basis. You should review the reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA margin below and not rely on any single financial measure to evaluate our business.
The following table reconciles net loss to EBITDA and Adjusted EBITDA:
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(amounts in thousands) |
|
|||||||||||||
Net (loss) income |
|
$ |
(558 |
) |
|
$ |
1,680 |
|
|
$ |
(3,603 |
) |
|
$ |
(1,423 |
) |
Interest income, net |
|
|
(671 |
) |
|
|
(413 |
) |
|
|
(2,245 |
) |
|
|
(540 |
) |
Income tax expense |
|
|
60 |
|
|
|
41 |
|
|
|
148 |
|
|
|
66 |
|
Depreciation and amortization expenses |
|
|
3,231 |
|
|
|
2,067 |
|
|
|
8,612 |
|
|
|
5,574 |
|
EBITDA |
|
|
2,062 |
|
|
|
3,375 |
|
|
|
2,912 |
|
|
|
3,677 |
|
Stock-based compensation expense(a) |
|
|
1,197 |
|
|
|
975 |
|
|
|
3,169 |
|
|
|
2,570 |
|
Non-cash lease expense(b) |
|
|
630 |
|
|
|
768 |
|
|
|
2,220 |
|
|
|
1,818 |
|
Litigation accrual(c) |
|
|
562 |
|
|
|
— |
|
|
|
767 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
4,451 |
|
|
$ |
5,118 |
|
|
$ |
9,068 |
|
|
$ |
8,065 |
|
Adjusted EBITDA margin |
|
|
7.1 |
% |
|
|
10.4 |
% |
|
|
5.3 |
% |
|
|
6.1 |
% |
Restaurant-level Operating Profit and Restaurant-level Operating Profit Margin
Restaurant-level Operating Profit (Loss) is defined as operating income (loss) plus depreciation and amortization; stock-based compensation expense; pre-opening costs and general and administrative expenses which are considered normal, recurring, cash operating expenses and are essential to support the development and operations of our restaurants; non-cash lease expense; asset disposals, closure costs and restaurant impairments; less corporate-level stock-based compensation expense recognized within general and administrative expenses. Restaurant-level Operating Profit (Loss) margin is defined as Restaurant-level Operating Profit (Loss) divided by sales. Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin are non-GAAP measures which are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results, as this measure depicts normal, recurring cash operating expenses essential to supporting the development and operations of our restaurants. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results. We expect
20
Restaurant-level Operating Profit (Loss) to increase in proportion to the number of new restaurants we open and our comparable restaurant sales growth.
We present Restaurant-level Operating Profit (Loss) because it excludes the impact of general and administrative expenses, which are not incurred at the restaurant level. We also use Restaurant-level Operating Profit (Loss) to measure operating performance and returns from opening new restaurants. Restaurant-level Operating Profit (Loss) margin allows us to evaluate the level of Restaurant-level Operating Profit (Loss) generated from sales.
However, you should be aware that Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin are financial measures that are not indicative of overall results for the Company, and Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures.
In addition, when evaluating Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin, you should be aware that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin in the same fashion. Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
The following table reconciles operating loss to Restaurant-level Operating Profit and Restaurant-level Operating Profit margin:
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(amounts in thousands) |
|
|||||||||||||
Operating (loss) income |
|
$ |
(1,169 |
) |
|
$ |
1,308 |
|
|
$ |
(5,700 |
) |
|
$ |
(1,897 |
) |
Depreciation and amortization expenses |
|
|
3,231 |
|
|
|
2,067 |
|
|
|
8,612 |
|
|
|
5,574 |
|
Stock-based compensation expense(a) |
|
|
1,197 |
|
|
|
975 |
|
|
|
3,169 |
|
|
|
2,570 |
|
Pre-opening costs(b) |
|
|
861 |
|
|
|
258 |
|
|
|
2,611 |
|
|
|
1,011 |
|
Non-cash lease expense(c) |
|
|
630 |
|
|
|
768 |
|
|
|
2,220 |
|
|
|
1,818 |
|
General and administrative expenses |
|
|
8,857 |
|
|
|
7,012 |
|
|
|
25,634 |
|
|
|
20,776 |
|
Corporate-level stock-based compensation in general and administrative expenses |
|
|
(1,003 |
) |
|
|
(812 |
) |
|
|
(2,672 |
) |
|
|
(2,188 |
) |
Restaurant-level operating profit |
|
$ |
12,604 |
|
|
$ |
11,576 |
|
|
$ |
33,874 |
|
|
$ |
27,664 |
|
Operating (loss) income margin |
|
|
(1.9 |
)% |
|
|
2.7 |
% |
|
|
(3.3 |
)% |
|
|
(1.4 |
)% |
Restaurant-level operating profit margin |
|
|
20.0 |
% |
|
|
23.5 |
% |
|
|
19.7 |
% |
|
|
20.9 |
% |
21
Comparable Restaurant Sales Performance
Comparable restaurant sales performance refers to the change in year-over-year sales for the comparable restaurant base. We include restaurants in the comparable restaurant base that have been in operation for at least 18 months prior to the start of the accounting period presented due to new restaurants experiencing a period of higher sales upon opening. For restaurants that were temporarily closed for consecutive days, which primarily occurs during renovations, the comparative period was also adjusted.
Measuring our comparable restaurant sales performance allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:
Since opening new restaurants will be a significant component of our sales growth, comparable restaurant sales performance is only one measure of how we evaluate our performance. The following table shows the comparable restaurant sales performance:
|
|
Three Months Ended May 31, |
|
Nine Months Ended May 31, |
||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Comparable restaurant sales performance (%) |
|
0.6% |
|
10.3% |
|
2.4% |
|
11.0% |
Comparable restaurant base |
|
40 |
|
32 |
|
36 |
|
30 |
Number of Restaurant Openings
The number of restaurant openings reflects the number of restaurants opened during a particular reporting period. Before we open new restaurants, we incur pre-opening costs. New restaurants may not be profitable, and their sales performance may not follow historical patterns. The number and timing of restaurant openings has had, and is expected to continue to have, an impact on our results of operations. The following table shows the growth in our restaurant base:
|
|
Three Months Ended May 31, |
|
|
Nine Months Ended May 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Restaurant activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
59 |
|
|
|
45 |
|
|
|
50 |
|
|
|
40 |
|
Openings |
|
|
4 |
|
|
|
1 |
|
|
|
13 |
|
|
|
6 |
|
End of period |
|
|
63 |
|
|
|
46 |
|
|
|
63 |
|
|
|
46 |
|
Liquidity and Capital Resources
Our primary uses of cash are for operational expenditures and capital investments, including new restaurants, costs incurred for restaurant remodels and restaurant fixtures.
On April 13, 2023, we completed an underwritten public offering of common stock pursuant to our universal shelf registration statement on Form S-3, selling an aggregate of 1,265,000 shares of Class A common stock, including the exercise in full of the underwriters’ option to purchase 165,000 additional shares, at the price of $54.00 per share less an underwriting discount of $2.70 per share. We received aggregate net proceeds of $64.3 million after deducting the underwriting discounts and commissions and offering expenses payable by us. The proceeds will be used for general corporate purposes, including capital expenditures, working capital, and
22
other business purposes. We made no payments to directors, officers or persons owning 10% or more of our common stock or to their associates, or to our affiliates.
During the nine months ended May 31, 2024, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of May 31, 2024, we did not have any material off-balance sheet arrangements.
The significant components of our working capital are liquid assets such as cash, cash equivalents, receivables and short-term investments reduced by accounts payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to guests the same day or, in the case of credit or debit card transactions, within several days of the related sale, while we typically have longer payment terms with our vendors.
We believe that cash provided by operating activities, cash on hand, cash equivalents, short-term investments and availability under our existing Revolving Credit Agreement, will be sufficient to fund our lease obligations, capital expenditures and working capital needs for at least the next 12 months.
Summary of Cash Flows
Our primary sources of liquidity and cash flows are operating cash flows, cash on hand, cash equivalents and short-term investments. We use this to fund investing expenditures for new restaurant openings, reinvest in our existing restaurants, and our working capital. Our working capital position benefits from the fact that we generally collect cash from sales to guests the same day, or in the case of credit or debit card transactions, within several days of the related sale, and we typically have at least 30 days to pay our vendors.
The following table summarizes our cash flows for the periods presented:
|
|
Nine Months Ended May 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Statement of Cash Flow data: |
|
(amounts in thousands) |
|
|||||
Net cash provided by operating activities |
|
$ |
14,943 |
|
|
$ |
7,063 |
|
Net cash used in investing activities |
|
$ |
(27,257 |
) |
|
$ |
(37,231 |
) |
Net cash provided by financing activities |
|
$ |
2,022 |
|
|
$ |
64,860 |
|
Cash Flows Provided by Operating Activities
Net cash provided by operating activities during the nine months ended May 31, 2024 was $14.9 million, primarily due to a net loss of $3.6 million, non-cash charges of $8.6 million for depreciation and amortization, $3.2 million for stock-based compensation, and $3.4 million in non-cash lease expense, and net cash outflows of $3.4 million from changes in operating assets and liabilities.
Net cash provided by operating activities during the nine months ended May 31, 2023 was $7.1 million, which results from a net loss of $1.4 million, non-cash charges of $5.6 million for depreciation and amortization, $2.6 million for stock-based compensation, and $2.8 million in non-cash lease expense, and net cash outflows of $2.5 million from changes in operating assets and liabilities.
Cash Flows Used in Investing Activities
Net cash used in investing activities during the nine months ended May 31, 2024 was $27.3 million, primarily due to $3.3 million in purchases of short-term investments, $34.0 million in purchases of property and equipment and $0.2 million in purchases of liquor licenses offset by $10.5 million of redemption of short-term investments. The increase in purchases of property and equipment in the nine months ended May 31, 2024 is primarily related to capital expenditures for current and future restaurant openings and renovations, maintaining our existing restaurants and other projects.
Net cash used in investing activities during the nine months ended May 31, 2023 was $37.2 million, primarily due to $8.7 million in purchases of short-term investments, $27.2 million in purchases of property and equipment and $0.9 million in purchases of liquor licenses. The purchases of property and equipment in the nine months ended May 31, 2023 is primarily related to capital expenditures for current and future restaurant openings and renovations, maintaining our existing restaurants and other projects.
23
Cash Flows Provided by Financing Activities
Net cash provided by financing activities during the nine months ended May 31, 2024 was $2.0 million and is primarily due to $2.3 million of proceeds from exercise of stock options offset by $0.2 million in taxes paid on vested RSUs.
Net cash provided by financing activities during the nine months ended May 31, 2023 was $64.9 million and is primarily due to aggregate net proceeds of $64.3 million after deducting the underwriting discounts and commissions and offering expenses payable, and $1.0 million of proceeds from exercise of stock options offset by $0.4 million in repayments of principal on finance leases.
Material Cash Requirements
As of May 31, 2024, we had $13.0 million in contractual obligations relating to the construction of new restaurants and purchase commitments for goods related to restaurant operations. All contractual obligations are expected to be paid during the next 12 months utilizing cash and cash equivalents on hand and provided by operations. For operating and finance lease obligations, see “Note 3. Leases” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncement
For a description of our recently adopted accounting pronouncement, including the respective date of adoption and expected effect on our results of operations and financial condition, see “Part I, Item 1, Note 1. Organization and Basis of Presentation” of the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
Our discussion and analysis of operating results and financial condition are based on our financial statements. Preparing our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Our critical accounting policies are those that materially affect our financial statements. Our critical accounting estimates are those that involve subjective or complex judgments by management. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates. We believe the assessment of potential impairments of long-lived assets is affected by significant judgments and estimates used in the preparation of our financial statements and that the judgments and estimates are reasonable.
There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10‑K for the fiscal year ended August 31, 2023. Please refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of our Annual Report on Form 10‑K for the fiscal year ended August 31, 2023 for a discussion of our critical accounting policies and estimates.
Jumpstart Our Business Startups Act of 2012
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
24
Subject to certain conditions set forth in the JOBS Act, we are also eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may take advantage of these exemptions until we are no longer an emerging growth company. We will continue to be an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which our annual gross revenues exceed $1.235 billion during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering, or August 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our market risk during the nine months ended May 31, 2024. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2023 Form 10-K.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
For a description of our legal proceedings, see Part I, Item 1, Note 8 – Commitments and Contingencies, of the Notes to Condensed Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended August 31, 2023. There have been no material changes to our Risk Factors as therein previously reported.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the nine months ended May 31, 2024, no director or officer of the Company,
26
Item 6. Exhibits.
Exhibit Number |
|
Description |
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
* Filed herewith.
27
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 thereunto duly authorized.
|
|
KURA SUSHI USA, INC. |
|
|
|
|
|
Date: July 9, 2024 |
|
By: |
/s/ Jeffrey Uttz |
|
|
|
Jeffrey Uttz |
|
|
|
Chief Financial Officer (Principal Financial Officer) |
28
