KURA SUSHI USA, INC. - Quarter Report: 2021 November (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2021

☐	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: 001-39012

KURA SUSHI USA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-3808434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
17461 Derian Avenue, Suite 200 Irvine, California	92614
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (657) 333-4100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

KRUS

Nasdaq Global Market

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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 ☐ No ☒

As of January 3, 2022, the registrant had 8,711,619 shares of Class A common stock, $0.001 par value per share, outstanding and 1,000,050 shares of Class B common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Stockholders’ Equity	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Kura Sushi USA, Inc.

Condensed Balance Sheets

(amounts in thousands, except par value)

(Unaudited)

	November 30, 2021			August 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	44,421		$	40,430
Accounts and other receivables		2,040			2,019
Inventories		820			733
Due from affiliate		—			329
Prepaid expenses and other current assets		5,654			13,957
Total current assets		52,935			57,468
Non-current assets:
Property and equipment – net		59,893			53,885
Operating lease right-of-use assets		63,680			64,158
Deposits and other assets		2,311			2,158
Total assets	$	178,819		$	177,669
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	6,222		$	4,920
Accrued expenses and other current liabilities		3,167			2,820
Salaries and wages payable		4,755			4,612
Finance leases – current		845			932
Operating lease liabilities – current		6,534			5,650
Due to affiliate		326			244
Sales tax payable		899			869
Total current liabilities		22,748			20,047
Non-current liabilities:
Finance leases – non-current		374			546
Operating lease liabilities – non-current		65,265			65,834
Other liabilities		401			398
Total liabilities		88,788			86,825
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000 shares authorized, no shares issued or outstanding		—			—
Class A common stock, $0.001 par value; 50,000 shares authorized, 8,713 and 8,700 shares issued and outstanding as of November 30, 2021 and August 31, 2021, respectively		9			9
Class B common stock, $0.001 par value; 10,000 shares authorized, 1,000 shares issued and outstanding as of November 30, 2021 and August 31, 2021		1			1
Additional paid-in capital		116,218			115,756
Accumulated deficit		(26,197	)		(24,922	)
Total stockholders' equity		90,031			90,844
Total liabilities and stockholders' equity	$	178,819		$	177,669

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Operations

(amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended November 30,
	2021			2020
Sales	$	29,832		$	9,414
Restaurant operating costs:
Food and beverage costs		8,957			3,053
Labor and related costs		9,710			4,360
Occupancy and related expenses		2,200			1,690
Depreciation and amortization expenses		1,171			927
Other costs		3,610			2,079
Total restaurant operating costs		25,648			12,109
General and administrative expenses		5,360			3,521
Depreciation and amortization expenses		88			75
Total operating expenses		31,096			15,705
Operating loss		(1,264	)		(6,291	)
Other expense (income):
Interest expense		25			34
Interest income		(26	)		(4	)
Loss before income taxes		(1,263	)		(6,321	)
Income tax expense		12			29
Net loss	$	(1,275	)	$	(6,350	)
Net loss per Class A and Class B shares
Basic	$	(0.13	)	$	(0.76	)
Diluted	$	(0.13	)	$	(0.76	)
Weighted average Class A and Class B shares outstanding
Basic		9,710			8,348
Diluted		9,710			8,348

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Stockholders’ Equity

(amounts in thousands)

(Unaudited)

	Common Stock								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances as of August 31, 2021		8,700	$	9		1,000	$	1	$	115,756	$	(24,922	)	$	90,844
Stock-based compensation		—		—		—		—		443		—			443
Employee stock plan		13		—		—		—		19		—			19
Net loss		—		—		—		—		—		(1,275	)		(1,275	)
Balances as of November 30, 2021		8,713	$	9		1,000	$	1	$	116,218	$	(26,197	)	$	90,031





	Common Stock								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances as of August 31, 2020		7,342	$	7		1,000	$	1	$	60,332	$	(14,627	)	$	45,713
Stock-based compensation		—		—		—		—		266		—			266
Employee stock plan		22		—		—		—		94		—			94
Net loss		—		—		—		—		—		(6,350	)		(6,350	)
Balances as of November 30, 2020		7,364		7		1,000		1		60,692		(20,977	)		39,723

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Cash Flows

(amounts in thousands)

(Unaudited)

	Three Months Ended November 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(1,275	)	$	(6,350	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		1,259			1,002
Stock-based compensation		443			266
Loss on disposal of property and equipment		—			29
Non-cash lease expense		709			682
Changes in operating assets and liabilities:
Accounts and other receivables		84			(19	)
Inventories		(87	)		(87	)
Due from affiliate		329			(227	)
Prepaid expenses and other current assets		8,303			(64	)
Deposits and other assets		(69	)		(1	)
Accounts payable		194			801
Accrued expenses and other current liabilities		241			482
Salaries and wages payable		143			823
Operating lease liabilities		205			(238	)
Due to affiliate		67			44
Sales tax payable		30			126
Net cash provided by (used in) operating activities		10,576			(2,731	)
Cash flows from investing activities
Payments for property and equipment		(6,036	)		(6,519	)
Payments for initial direct costs		(225	)		—
Payments for purchases of liquor licenses		(84	)		(100	)
Net cash used in investing activities		(6,345	)		(6,619	)
Cash flows from financing activities
Proceeds from loan from affiliate		—			3,000
Repayment of principal on finance leases		(259	)		(258	)
Proceeds from exercise of stock options		19			94
Net cash (used in) provided by financing activities		(240	)		2,836
Increase (decrease) in cash and cash equivalents		3,991			(6,514	)
Cash and cash equivalents, beginning of period		40,430			9,259
Cash and cash equivalents, end of period	$	44,421		$	2,745
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	45		$	—
Noncash investing activities
Amounts unpaid for purchases of property and equipment	$	2,394		$	1,214

The accompanying notes are an integral part of these condensed financial statements.

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,” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.

Effects of COVID-19

The negative effects of the COVID-19 pandemic on the Company’s business have been significant. In March 2020, the World Health Organization declared the novel strain of coronavirus COVID-19 a global pandemic. This contagious virus continues to spread, including recent acceleration of the spread of the Delta and Omicron variants of COVID-19 in the areas in which the Company operates. This has adversely affected workforces, customers, economies and financial markets globally. In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in restaurant activity or limited indoor dining capacities during the Company’s previous two fiscal years. COVID-19 and the government measures taken to control it have caused a significant disruption to the Company’s business operation. During the three months ended November 30, 2021, the Company opened one new restaurant in San Francisco, California, and was able to operate all of its 33 restaurants with no government restrictions on indoor dining capacity. Subsequent to November 30, 2021, the Company opened two new restaurants in Phoenix, Arizona and Chandler, Arizona. As of the filing date of this Quarterly Report on Form 10-Q, all of the Company’s 35 restaurants were operating with no government restrictions on indoor dining capacity.

In response to the ongoing COVID-19 pandemic, the Company has prioritized taking steps to protect the health and safety of its employees and customers. The Company has maintained cleaning and sanitizing protocols for its restaurants and has implemented additional training and operational manuals for its restaurant employees, as well as increased handwashing procedures. The Company also provides each restaurant employee with face masks and gloves, and requires each employee to pass a health screening process, which includes a temperature check, before the start of each shift.

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020, and the subsequent extension of the CARES Act, the Company was eligible for refundable employee retention credits subject to certain criteria through the fiscal year ended August 31, 2021. The Company has filed for refunds of the employee retention credits and during the three months ended November 30, 2021, and as of the date of this Quarterly Report on Form 10-Q, has received $8.0 million in refunds and cannot reasonably estimate when it will receive any or all of the remaining $4.1 million in refunds.

Consistent with the Company’s long-term growth strategy, the Company expects to continue to open new restaurants in locations where it believes such restaurants have the potential to achieve profitability. The future sales levels of the Company’s restaurants and its ability to implement its growth strategy, however, remain highly uncertain, as the full impact and duration of the COVID-19 pandemic continues to evolve as of the filing date of this Quarterly Report on Form 10-Q, including the recent acceleration of the spread of the Delta and Omicron variants of COVID-19.

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, 2021.

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 2, Basis of Presentation and Summary of 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, 2021. 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 year ending August 31, 2022 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 2022” and “fiscal year 2021” refer to the Company’s fiscal years ending August 31, 2022 and August 31, 2021, respectively.

Use of Estimates

The preparation of 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.

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. Comprehensive income (loss) is the same as net income (loss) for all periods presented. Therefore, a separate statement of comprehensive income (loss) is not included in the accompanying financial statements.

Recently Issued Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which provides guidance on disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. ASU 2021-10 is effective for the Company beginning in fiscal year 2023. The Company is currently in the process of evaluating the effects of this pronouncement on its financial statements.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The Company adopted this update effective September 1, 2021. The adoption of this update did not impact the consolidated financial statements.

Note 2. Balance Sheet Components

Accounts and Other Receivables

	November 30, 2021		August 31, 2021
	(amounts in thousands)
Lease receivables	$	1,532	$	1,431
Credit card receivables		498		575
Other receivables		10		13
Total accounts and other receivables	$	2,040	$	2,019

Prepaid Expenses and Other Current Assets

	November 30, 2021		August 31, 2021
	(amounts in thousands)
Employee retention credit	$	4,056	$	12,007
Prepaid expenses		1,391		1,732
Other current assets		207		218
Total prepaid expenses and other current assets	$	5,654	$	13,957

Property and Equipment - net

	November 30, 2021			August 31, 2021
	(amounts in thousands)
Leasehold improvements	$	45,318		$	43,181
Lease assets		6,131			6,128
Furniture and fixtures		14,258			13,324
Computer equipment		1,024			905
Vehicles		110			110
Software		831			773
Construction in progress		7,923			3,907
Property and equipment – gross		75,595			68,328
Less: accumulated depreciation and amortization		(15,702	)		(14,443	)
Total property and equipment – net	$	59,893		$	53,885

Depreciation and amortization expense for property and equipment was approximately $1.3 million and $1.0 million for the three months ended November 30, 2021 and November 30, 2020, respectively.

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 leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases.

Lease related costs recognized in the statements of operations for the three months ended November 30, 2021 and 2020 are as follows:

		Three Months Ended November 30,
		2021		2020
		(amounts in thousands)
Finance lease cost	Classification
Amortization of right-of-use assets	Depreciation and amortization expenses	$	136	$	151
Interest on lease liabilities	Interest expense		13		23
Total finance lease cost		$	149	$	174


		Three Months Ended November 30,
		2021		2020
		(amounts in thousands)
Operating lease cost	Classification
Operating lease cost	Occupancy and related expenses, other costs and general and administrative expenses	$	1,832	$	1,567
Variable lease cost	Occupancy and related expenses, and general and administrative expenses		436		245
Total operating lease cost		$	2,268	$	1,812

Supplemental balance sheet information related to leases is as follows:

Operating Leases

	November 30, 2021		August 31, 2021
	(amounts in thousands)
Right-of-use assets	$	63,680	$	64,158

Lease liabilities – current	$	6,534	$	5,650
Lease liabilities – non-current		65,265		65,834
Total lease liabilities	$	71,799	$	71,484

Finance Lease Assets – net

	November 30, 2021			August 31, 2021
	(amounts in thousands)
Property and equipment	$	6,131		$	6,128
Accumulated depreciation		(2,915	)		(2,778	)
Total property and equipment – net	$	3,216		$	3,350

Finance Leases Liabilities

	November 30, 2021		August 31, 2021
	(amounts in thousands)
Finance lease – current	$	845	$	932
Finance lease – non-current		374		546
Total finance lease liabilities	$	1,219	$	1,478


	Three months ended November 30,
	2021			2020
Weighted Average Remaining Lease Term (Years)
Operating leases		16.2			16.2
Finance leases		1.3			2.2

Weighted Average Discount Rate
Operating leases		6.4	%		6.4	%
Finance leases		4.5	%		4.4	%

Supplemental disclosures of cash flow information related to leases are as follows:

	Three Months Ended November 30,
	2021		2020
	(amounts in thousands)
Operating cash flows paid for operating lease liabilities	$	1,478	$	907
Operating right-of-use assets obtained in exchange for new operating lease liabilities		—		—

As of November 30, 2021, the Company had additional operating lease liabilities related to restaurants of which the Company has not yet taken possession of $30.8 million. These operating leases are expected to commence in fiscal years 2022 and 2023, with lease terms of 20 years. Subsequent to November 30, 2021, the Company entered into additional operating leases related to restaurants of which the Company has not yet taken possession. The lease liabilities associated with these leases are $8.6 million. The operating leases are expected to commence in fiscal years 2022 and 2023, with lease terms of 15 years.

Maturities of lease liabilities, net of lease receivables, were as follows as of November 30, 2021:

	Operating Leases			Finance Leases
	(amounts in thousands)
Remainder of 2022	$	3,156		$	735
2023		5,952			492
2024		6,840			24
2025		6,966			2
2026		6,865			—
Thereafter		85,450			—
Total lease payments		115,229			1,253
Less: imputed interest		(43,430	)		(34	)
Present value of lease liabilities	$	71,799		$	1,219

Note 4. Related Party Transactions

Kura Sushi, Inc. (“Kura Japan”) is the majority shareholder 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. 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 0.5% of the Company’s net sales in exchange for an exclusive, royalty-bearing license for use of certain of Kura Japan’s intellectual property rights, including, but not limited to, Kura Japan’s trademarks “Kura Sushi” and “Kura Revolving Sushi Bar,” and patents for a food management system and the Mr. Fresh protective dome, among other intellectual property rights necessary to continue operation of the Company’s restaurants. Royalty payments to Kura Japan are included in other costs at the restaurant-level in the accompanying statements of operations.

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 $45 million. For additional information, see “Note 6. Debt.”

Balances with Kura Japan as of November 30, 2021 and August 31, 2021 are as follows:

	November 30, 2021		August 31, 2021
	(amounts in thousands)
Due from affiliate	$	—	$	329
Due to affiliate	$	326	$	244

Reimbursements and other payments by the Company to Kura Japan for the three months ended November 30, 2021 and 2020 were as follows:

	Three Months Ended November 30,
	2021		2020
	(amounts in thousands)
Related party transactions:
Purchases of administrative supplies	$	—	$	65
Expatriate salaries expense		42		31
Royalty payments		149		47
Travel and other administrative expenses		2		13
Purchases of equipment		280		366
Total related party transactions	$	473	$	522

Reimbursements by Kura Japan to the Company were $17 thousand and $5 thousand for the three months ended November 30, 2021 and November 30, 2020, respectively. The reimbursements were for travel and other administrative expenses.

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 Underlying Outstanding Options			Weighted Average Exercise Price Per Share
Outstanding — August 31, 2021		625,378		$	17.13
Options granted		20,000		$	45.75
Options exercised		(4,330	)	$	4.35
Options canceled/forfeited		(18,449	)	$	32.80
Outstanding — November 30, 2021		622,599		$	17.68

During the three months ended November 30, 2021, nine thousand restricted stock awards were issued, in addition to the option grants stated above, for which the Company incurred an expense of $38 thousand for the three months ended November 30, 2021.

Stock-based compensation for stock options issued under the Stock Incentive Plan was $0.4 million and $0.3 million for the three months ended November 30, 2021 and November 30, 2020, respectively.

The total stock-based compensation expense recognized under the Stock Incentive Plan in the statements of operations is as follows:

	Three Months Ended November 30,
	2021		2020
	(amounts in thousands)
Restaurant-level stock-based compensation included in other costs	$	35	$	23
Corporate-level stock-based compensation included in general and administrative expenses		408		243
Total stock-based compensation	$	443	$	266

Note 6. Debt

On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, establishing a $45 million revolving credit line for the Company. The maturity date for each advance is 60 months from the date of disbursement and the last day of the period of availability for the advances is April 10, 2025. The Revolving Credit Note under the Revolving Credit Agreement has an interest rate for advances fixed at 130% of the Annual Compounding Long-Term Applicable Federal Rate (“AFR”) on the date such advance is made. There are no financial covenants under the Revolving Credit Agreement with which the Company must comply.

As of November 30, 2021, the Company had no outstanding balance and $45.0 million of availability remaining under the Revolving Credit Agreement. For additional information, see “Note 4. Related Party Transactions.”

Note 7. Loss Per Share

The net loss per share attributable to common stockholder 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 has 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.

The following table sets forth the computation of the Company’s basic and diluted net loss per share:

	Three Months Ended November 30,
	2021						2020
	Class A			Class B			Class A			Class B
	(amounts in thousands, except per share data)
Net loss attributable to common stockholders – basic	$	(1,144	)	$	(131	)	$	(5,589	)	$	(761	)

Weighted average common shares outstanding – basic		8,710			1,000			7,348			1,000
Net loss per share attributable to common stockholders – basic	$	(0.13	)	$	(0.13	)	$	(0.76	)	$	(0.76	)

Net loss attributable to common stockholders – diluted	$	(1,144	)	$	(131	)	$	(5,589	)	$	(761	)

Weighted average common shares outstanding – basic		8,710			1,000			7,348			1,000
Dilutive effect of stock-based awards		—			—			—			—
Weighted average common shares outstanding – diluted		8,710			1,000			7,348			1,000
Net loss per share attributable to common stockholders – diluted	$	(0.13	)	$	(0.13	)	$	(0.76	)	$	(0.76	)

The Company computes basic loss per common share using net income and the weighted average number of common shares outstanding during the period, and computes diluted loss per common share using net 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.

For the three months ended November 30, 2021 and November 30, 2020, there were 623 thousand and 506 thousand shares of common stock subject to outstanding employee stock options that were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive.

Note 8. Commitments and Contingencies

On May 31, 2019, a putative class action complaint was filed by a former employee, Brandy Gomes, in Los Angeles County Superior Court, alleging violations of California wage and hour laws. On July 9, 2020, plaintiff’s counsel filed a first amended class action complaint to add Jamar Spencer, another former employee, as a plaintiff to this action. In addition, the first amended class action complaint added new causes of action alleging violations of California wage and hour laws including a cause of action brought under the California Private Attorney General Act. On August 7, 2020, the Company filed its answer to the first amended complaint, generally denying the allegations in the complaint. In May 2021, a joint stipulation was filed requesting a delay in the class certification hearing date to March 3, 2022, and a mediation was scheduled for September 24, 2021. During the mediation, a settlement was agreed upon in the amount of $1.75 million. The Company recorded an accrued liability of $1.78 million, including an estimated $30 thousand in employer payroll taxes, related to this settlement within general and administrative expenses in the statements of operations during the fiscal year ended August 31, 2021. A court hearing to seek preliminary approval of the settlement has been scheduled for May 9, 2022.

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, excluding the putative class action matter referenced above, 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.

Note 9. Income Taxes

The Company recorded income tax expense of $12 thousand and $29 thousand for the three months ended November 30, 2021 and November 30, 2020, respectively. The Company’s effective tax rates for the three months ended November 30, 2021 substantially differed from the federal statutory tax rate of 21% primarily due to a valuation allowance for the Company’s deferred tax assets.

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 November 30, 2021 was appropriate.

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, 2021 (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, 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 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; Effects of COVID-19 on Our Business

The negative effects of the COVID-19 pandemic on our business have been significant. In March 2020, the World Health Organization declared the novel strain of coronavirus COVID-19 a global pandemic. This contagious virus continues to spread, including the recent acceleration of the spread of the Delta and Omicron variants of COVID-19 in the areas in which we operate. This has adversely affected workforces, customers, economies and financial markets globally. In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in restaurant activity or limited indoor dining capacities during our previous two fiscal years. COVID-19 and the government measures taken to control it have caused a significant disruption to our business operation. During the three months ended November 30, 2021, we opened one new restaurant in San Francisco, California, and were able to operate all of our 33 restaurants with no government restrictions on indoor dining capacity. Subsequent to November 30, 2021, we opened two new restaurants in Phoenix, Arizona and Chandler, Arizona. As of the filing date of this Quarterly Report on Form 10-Q, all of our 35 restaurants were operating at with no government restrictions on indoor dining capacity.

In response to the ongoing COVID-19 pandemic, we have prioritized taking steps to protect the health and safety of our employees and customers. We have maintained cleaning and sanitizing protocols for our restaurants and have implemented additional training and operational manuals for our restaurant employees, as well as increased handwashing procedures. We also provide each restaurant employee with face masks and gloves, and require each employee to pass a health screening process, which includes a temperature check, before the start of each shift.

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020, and the subsequent extension of the CARES Act, we were eligible for refundable employee retention credits subject to certain criteria through the fiscal year ended August 31, 2021. We have filed for refunds of the employee retention credits and during the three months ended November 30, 2021, and as of the date of this Quarterly Report on Form 10-Q, received $8.0 million in refunds and cannot reasonably estimate when we will receive any or all of the remaining $4.1 million in refunds.

Consistent with our long-term growth strategy, we expect to continue to open new restaurants in locations where we believe such restaurants have the potential to achieve profitability. The future sales levels of our restaurants and our ability to implement our growth strategy, however, remain highly uncertain, as the full impact and duration of the COVID-19 pandemic continues to evolve as of the filing date of this Quarterly Report on Form 10-Q, including the recent acceleration of the spread of the Delta and Omicron variants of COVID-19.

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.

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, ranging 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 expenses 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 expenses 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 investments.

Income tax expense. Provision for income taxes represents federal, state and local current and deferred income tax expense.

Results of Operations

The following tables present selected comparative results of operations for the three months ended November 30, 2021 and 2020. 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 sum to 100% due to rounding.

	Three Months Ended November 30,
	2021			2020			$ Change			% Change
	(dollar amounts in thousands)
Sales	$	29,832		$	9,414		$	20,418			216.9		%
Restaurant operating costs
Food and beverage costs		8,957			3,053			5,904			193.4
Labor and related costs		9,710			4,360			5,350			122.7
Occupancy and related expenses		2,200			1,690			510			30.2
Depreciation and amortization expenses		1,171			927			244			26.3
Other costs		3,610			2,079			1,531			73.6
Total restaurant operating costs		25,648			12,109			13,539			111.8
General and administrative expenses		5,360			3,521			1,839			52.2
Depreciation and amortization expenses		88			75			13			17.3
Total operating expenses		31,096			15,705			15,391			98.0
Operating loss		(1,264	)		(6,291	)		5,027			79.9
Other expense (income):
Interest expense		25			34			(9	)		(26.5	)
Interest income		(26	)		(4	)		(22	)		(550.0	)
Loss before income taxes		(1,263	)		(6,321	)		5,058			80.0
Income tax expense		12			29			(17	)		(58.6	)
Net loss	$	(1,275	)	$	(6,350	)	$	5,075			79.9		%

	Three Months Ended November 30,
	2021				2020
	(as a percentage of sales)
Sales		100.0		%		100.0		%
Restaurant operating costs
Food and beverage costs		30.0				32.4
Labor and related costs		32.5				46.3
Occupancy and related expenses		7.4				18.0
Depreciation and amortization expenses		3.9				9.8
Other costs		12.1				22.1
Total restaurant operating costs		86.0				128.6
General and administrative expenses		18.0				37.4
Depreciation and amortization expenses		0.3				0.8
Total operating expenses		104.3				166.8
Operating loss		(4.3	)			(66.8	)
Other expense (income):
Interest expense		0.1				0.4
Interest income		(0.1	)			—
Loss before income taxes		(4.3	)			(67.2	)
Income tax expense		—				0.3
Net loss		(4.3	)	%		(67.5	)	%

Three Months Ended November 30, 2021 Compared to Three Months Ended November 30, 2020

Sales. Sales were $29.8 million for the three months ended November 30, 2021 compared to $9.4 million for the three months ended November 30, 2020, representing an increase of approximately $20.4 million, or 216.9%. The increase in sales was primarily driven by all of our restaurants operating with no government restrictions on indoor dining capacity whereas the prior year sales were impacted by indoor dining capacity restrictions mandated by local government regulations in response to the COVID-19 pandemic, as well as the sales from five new restaurants opened subsequent to November 30, 2020, and an increase in off-premises sales.

Food and beverage costs. Food and beverage costs were $9.0 million for the three months ended November 30, 2021 compared to $3.1 million for the three months ended November 30, 2020, representing an increase of approximately $5.9 million, or 193.4%. The increase in food and beverage costs was primarily driven by all of our restaurants operating with no government restrictions on indoor dining capacity whereas the prior year was impacted by indoor dining capacity restrictions mandated by local government regulations in response to the COVID-19 pandemic, as well as costs associated with sales from five new restaurants opened subsequent to November 30, 2020. As a percentage of sales, food and beverage costs decreased to 30.0% in the three months ended November 30, 2021 as compared to 32.4% in the three months ended November 30, 2020, primarily due to an increase in menu prices, as well as higher inventory spoilage in the prior year.

Labor and related costs. Labor and related costs were $9.7 million for the three months ended November 30, 2021 compared to $4.4 million for the three months ended November 30, 2020, representing an increase of approximately $5.3 million, or 122.7%. Labor and related costs increased as a result of all of our restaurants operating with no government restrictions on indoor dining capacity as the prior year was impacted by indoor dining capacity restrictions mandated by local government regulations in response to the COVID-19 pandemic, whereas well as additional labor costs incurred from five new restaurants opened subsequent to November 30, 2020. As a percentage of sales, labor and related costs decreased to 32.5% in the three months ended November 30, 2021 as compared to 46.3% in the three months ended November 30, 2020, primarily due to minimum staffing requirements to operate the restaurants at reduced operating capacities in the prior year.

Occupancy and related expenses. Occupancy and related expenses were $2.2 million for the three months ended November 30, 2021 compared to $1.7 million for the three months ended November 30, 2020, representing an increase of $0.5 million. The increase was primarily a result of additional lease expense related to the opening of five new restaurants subsequent to November 30, 2020. As a percentage of sales, occupancy and related expenses decreased to 7.4% in the three months ended November 30, 2021 as compared to 18.0% in the three months ended November 30, 2020, 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 $1.2 million for the three months ended November 30, 2021 compared to $0.9 million for the three months ended November 30, 2020, representing an increase of approximately $0.3 million, or 26.3%. The increase was primarily due to depreciation of property and equipment related to the five new restaurants opened subsequent to November 30, 2020. As a percentage of sales, depreciation and amortization expenses at the restaurant level decreased to 3.9% in the three months ended November 30, 2021 as compared to 9.8% in the three months ended November 30, 2020, primarily driven by leverage benefits from the increase in sales. Depreciation and amortization expenses incurred at the corporate level were $0.1 million for the three months ended November 30, 2021 and 2020 and as a percentage of sales were 0.3% and 0.8%, respectively.

Other costs. Other costs were $3.6 million for the three months ended November 30, 2021 compared to $2.1 million for the three months ended November 30, 2020, representing an increase of approximately $1.5 million, or 73.6%. The increase was primarily driven by an increase in credit card fees, utilities and supplies due to higher sales, as well as costs related to five new restaurants opened subsequent to November 30, 2020. As a percentage of sales, other costs decreased to 12.1% in the three months ended November 30, 2021 as compared to 22.1% in the three months ended November 30, 2020, primarily driven by leverage benefits from the increase in sales.

General and administrative expenses. General and administrative expenses were $5.4 million for the three months ended November 30, 2021 compared to $3.5 million for the three months ended November 30, 2020, representing an increase of approximately $1.9 million, or 52.2%. This increase in general and administrative expenses was primarily due to $1.4 million in compensation-related expenses, $0.4 million in legal and consulting fees, $0.2 million in travel costs and $0.3 million in other costs, partially offset by $0.4 million in executive transition costs in the prior year. As a percentage of sales, general and administrative expenses decreased to 18.0% in the three months ended November 30, 2021 from 37.4% in the three months ended November 30, 2020, primarily driven by leverage benefits from the increase in sales.

Interest expense. Interest expense was $25 thousand for the three months ended November 30, 2021 compared to $34 thousand for the three months ended November 30, 2020.

Interest income. Interest income was $26 thousand for the three months ended November 30, 2021 compared to $4 thousand for the three months ended November 30, 2020.

Income tax expense. Income tax expense was $12 thousand for the three months ended November 30, 2021 compared to $29 thousand for the three months ended November 30, 2020. 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, Average Unit Volumes (“AUVs”), 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. 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 employee retention credits, litigation accrual, and certain executive transition costs, 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 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 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 for the three months ended November 30, 2021 and 2020:

	Three Months Ended November 30,
	2021			2020
	(amounts in thousands)
Net loss	$	(1,275	)	$	(6,350	)
Interest (income) expense, net		(1	)		30
Income tax expense		12			29
Depreciation and amortization expenses		1,259			1,002
EBITDA		(5	)		(5,289	)
Stock-based compensation expense^(a)		443			266
Non-cash lease expense^(b)		354			576
Executive transition costs^(c)		—			390
Adjusted EBITDA	$	792		$	(4,057	)
Adjusted EBITDA margin		2.7	%		(43.1	)%

(a)

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in other costs in the statements of operations and of corporate-level stock-based compensation included in general and administrative expenses in the statements of operations. For further details of stock-based compensation, see “Note 5. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

(b)	Non-cash lease expense includes lease expense from the date of possession of our restaurants that did not require cash outlay in the respective periods.

(c)	Executive transition costs include severance and search fees associated with the transition of our Chief Financial Officer.

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; and asset disposals, closure costs and restaurant impairments; less corporate-level stock-based compensation expense and employee retention credits 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 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 these measures depict 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 Restaurant-level Operating Profit (Loss) to increase in proportion to the number of new restaurants we open and upon comparable restaurant sales growth, if any.

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 which 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 (Loss) and Restaurant-level Operating Profit (Loss) margin for the three months ended November 30, 2021 and 2020:

	Three Months Ended November 30,
	2021			2020
	(amounts in thousands)
Operating loss	$	(1,264	)	$	(6,291	)
Depreciation and amortization expenses		1,259			1,002
Stock-based compensation expense^(a)		443			266
Pre-opening costs^(b)		73			235
Non-cash lease expense^(c)		354			576
General and administrative expenses		5,360			3,521
Corporate-level stock-based compensation in general and administrative expenses		(408	)		(243	)
Restaurant-level operating profit (loss)	$	5,817		$	(934	)
Operating loss margin		(4.2	)%		(66.8	)%
Restaurant-level operating profit (loss) margin		19.5	%		(9.9	)%

(a)

(b)	Pre-opening costs consist of labor costs and travel expenses for new employees and trainers during the training period, recruitment fees, legal fees, cash-based lease expenses incurred between the date of possession and opening day of our restaurants, and other related pre-opening costs.

(c)	Non-cash lease expense includes lease expense from the date of possession of our restaurants that did not require cash outlay in the respective periods.

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, including those temporarily closed for renovations during the year. For restaurants that were temporarily closed for renovations during the year, we make fractional adjustments to sales such that sales are annualized in the associated period. We did not make any adjustments for the temporary restaurant closures due to COVID-19 during the three months ended November 30, 2021 and 2020.

Measuring our comparable restaurant sales performance allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:

•

government restrictions on indoor dining capacity due to COVID-19;

•

consumer recognition of our brand and our ability to respond to changing consumer preferences;

•

overall economic trends, particularly those related to consumer spending;

•

our ability to operate restaurants effectively and efficiently to meet consumer expectations;

•

pricing;

•

guest traffic;

•

per-guest spend and average check;

•

marketing and promotional efforts;

•

local competition; and

•

opening of new restaurants in the vicinity of existing locations.

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 for the three months ended November 30, 2021 and 2020:

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 for the three months ended November 30, 2021 and 2020:

	Three Months Ended November 30,
	2021		2020
Restaurant activity:
Beginning of period		32		25
Openings		1		3
End of period		33		28

Subsequent to November 30, 2021, we opened two new restaurants in Phoenix, Arizona and Chandler, Arizona.

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. Historically, our main sources of liquidity have been cash flows from operations, cash proceeds from our initial public offering in fiscal 2019 and our secondary offering in fiscal 2021 and availability under our Revolving Credit Agreement. The ongoing impact of the COVID-19 pandemic remains highly uncertain and may have a material adverse impact on our business, financial condition, liquidity and financial results. For further discussion, see above “Business Trends; Effects of COVID-19 on our Business.”

During the three months ended November 30, 2021, we had no borrowings under the Revolving Credit Agreement and have $45 million of availability remaining.

The significant components of our working capital are liquid assets such as cash, cash equivalents and receivables, 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 and availability under our existing line of credit 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 and proceeds from our Revolving Credit Agreement. We use this to fund investing expenditures for new restaurant openings, reinvest in our existing restaurants, and contribute to our working capital. Our working capital position is impacted by collecting 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:

	Three Months Ended November 30,
	2021			2020
Statement of Cash Flow data:	(amounts in thousands)
Net cash provided by (used in) operating activities	$	10,576		$	(2,731	)
Net cash used in investing activities	$	(6,345	)	$	(6,619	)
Net cash (used in) provided by financing activities	$	(240	)	$	2,836

Cash Flows Provided by (Used in) Operating Activities

Net cash provided by operating activities during the three months ended November 30, 2021 was $10.6 million, which results from a net loss of $1.3 million offset by non-cash charges of $1.3 million for depreciation and amortization, $0.4 million for stock-based compensation, and $0.7 million in non-cash lease expense, and net cash inflows of approximately $9.4 million from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of $8.3 million in prepaid expenses and other current assets, $0.1 million in accounts and other receivables, an increase of $0.2 million in operating lease liabilities and $0.3 million in due from our affiliate Kura Japan. The change in prepaid expenses and other current assets was primarily due to the receipt of employee retention credits under the CARES Act extension during the three months ended November 30, 2021.

Net cash used in operating activities during the three months ended November 30, 2020 was $2.7 million, which results from net loss of $6.4 million, non-cash charges of $1.0 million for depreciation and amortization, $0.3 million for stock-based compensation, $0.7 million in noncash lease expense, and net cash inflows of approximately $1.6 million from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of increases of $0.8 million for accounts payable, $0.5 million for accrued expenses and other current liabilities, $0.1 million for sales tax payable, and $0.8 million for salary and wages payable, partially offset by increases in $0.1 million for prepaid expenses and other current assets, $0.1 million for inventories and $0.2 million for amounts due from our affiliate Kura Japan. The increases in accounts payable and accrued expenses and other current liabilities were primarily driven by timing of payment for certain liabilities.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the three months ended November 30, 2021 was $6.3 million, primarily due to purchases of property and equipment. The purchases of property and equipment in the three months ended November 30, 2021 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 three months ended November 30, 2020 was $6.6 million, primarily due to purchases of property and equipment. The purchases of property and equipment in the three months ended November 30, 2020 is primarily related to capital expenditures for current and future restaurant openings, renovations, maintaining our existing restaurants and other projects.

Cash Flows (Used in) Provided by Financing Activities

Net cash used in financing activities during the three months ended November 30, 2021 was $0.2 million and is primarily due to $0.3 million in repayments of principal on finance leases.

Net cash provided by financing activities during the three months ended November 30, 2020 was $2.8 million primarily due to $3.0 million in loan proceeds from our Revolving Credit Agreement.

Contractual Obligations

As of November 30, 2021, we had $3.4 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 fiscal year 2022. 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 Pronouncements

For a description of recently issued accounting pronouncements, including the respective dates of adoption and expected effects 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 upon our financial statements. The preparation of 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 impairment of long-lived assets estimate 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, 2021. 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, 2021 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.

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 we had total annual gross revenue of $1 billion or more 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 IPO.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Commodity and Food Price Risks

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and beverages and other commodities. We have been able to partially offset cost increases resulting from a number of factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our

control, governmental regulations, and inflation, by increasing our menu prices, as well as making other operational adjustments that increase productivity. However, substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be offset by menu price increases or operational adjustments.

Inflation Risk

The primary inflationary factors affecting our operations are food and beverage costs, labor costs, and energy costs. Our restaurant operations are subject to federal and state minimum wage and other laws governing such matters as working conditions, overtime and tip credits. Significant numbers of our restaurant personnel are paid at rates related to the federal and/or state minimum wage and, accordingly, increases in the minimum wage increase our labor costs. To the extent permitted by competition and the economy, we have mitigated increased costs by increasing menu prices and may continue to do so if deemed necessary in future years. Substantial increases in costs and expenses could impact our operating results to the extent such increases cannot be passed through to our guests. Historically, inflation has not had a material effect on our results of operations. Severe increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our business, financial condition or results of operations.

While we have been able to partially offset inflation and other changes in the costs of core operating resources by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our guests without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate the same sales growth in an amount sufficient to offset inflationary or other cost pressures.

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 report.

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 report.

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.

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, 2021. 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.

None.

Item 6. Exhibits.

Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

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*	Filed herewith.

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: January 6, 2022	By:	/s/ Steven H. Benrubi
		Steven H. Benrubi
		Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)