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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
May 31,
2025
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:
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
The Nasdaq Stock Market LLC
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.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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 July 1, 2025, the registrant had
11,093,889
s
hares 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.
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,
11,088
and
10,253
shares issued and outstanding as of May 31, 2025
and August 31, 2024, respectively
11
10
Class B common stock, $
0.001
par value;
10,000
shares authorized,
1,000
shares issued and outstanding as of May 31, 2025
and August 31, 2024
1
1
Additional paid-in capital
264,165
195,515
Accumulated deficit
(
37,165
)
(
32,988
)
Accumulated other comprehensive loss
(
8
)
—
Total stockholders' equity
227,004
162,538
Total liabilities and stockholders' equity
$
419,373
$
328,522
The accompanying notes are an integral part of these condensed financial statements.
1
Kura Sushi USA, Inc.
Condensed Statements of Operations and Comprehensive Income (Loss)
(amounts in thousands, except for per share data)
(Unaudited)
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
Sales
$
73,965
$
63,082
$
203,315
$
171,848
Restaurant operating costs:
Food and beverage costs
20,928
18,391
58,225
50,691
Labor and related costs
24,478
20,534
68,306
55,906
Occupancy and related expenses
5,538
4,318
15,391
12,179
Depreciation and amortization expenses
3,450
3,124
9,827
8,294
Other costs
10,883
8,920
29,004
24,526
Total restaurant operating costs
65,277
55,287
180,753
151,596
General and administrative expenses
8,741
8,857
28,459
25,634
Depreciation and amortization expenses
109
107
328
318
Total operating expenses
74,127
64,251
209,540
177,548
Operating loss
(
162
)
(
1,169
)
(
6,225
)
(
5,700
)
Other expense (income):
Interest expense
30
15
56
35
Interest income
(
812
)
(
686
)
(
2,236
)
(
2,280
)
Income (loss) before income taxes
620
(
498
)
(
4,045
)
(
3,455
)
Income tax expense
55
60
132
148
Net income (loss)
$
565
$
(
558
)
$
(
4,177
)
$
(
3,603
)
Net income (loss) per Class A and Class B shares
Basic
$
0.05
$
(
0.05
)
$
(
0.35
)
$
(
0.32
)
Diluted
$
0.05
$
(
0.05
)
$
(
0.35
)
$
(
0.32
)
Weighted average Class A and Class B shares outstanding
Basic
12,086
11,188
11,855
11,167
Diluted
12,311
11,188
11,855
11,167
Other comprehensive income (loss):
Unrealized loss on short-term investments
$
(
8
)
$
(
76
)
$
(
8
)
$
(
43
)
Comprehensive income (loss)
$
557
$
(
634
)
$
(
4,185
)
$
(
3,646
)
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)
Common Stock
Additional
Accumulated
Total
Class A
Class B
Paid-in
Accumulated
Other
Comprehensive
Stockholders'
Shares
Amount
Shares
Amount
Capital
Deficit
Loss
Equity
Balances as of August 31, 2024
10,253
$
10
1,000
$
1
$
195,515
$
(
32,988
)
$
—
$
162,538
Stock-based compensation
—
—
—
—
1,152
—
—
1,152
Employee stock plan
11
—
—
—
493
—
—
493
Issuance of common stock in connection with follow-on public offering, net of underwriter discounts and issuance costs
800
1
—
—
64,354
—
—
64,355
Net loss
—
—
—
—
—
(
961
)
—
(
961
)
Balances as of November 30, 2024
11,064
$
11
1,000
$
1
$
261,514
$
(
33,949
)
$
—
$
227,577
Stock-based compensation
—
—
—
—
1,102
—
—
1,102
Employee stock plan
21
—
—
—
147
—
—
147
Net loss
—
—
—
—
—
(
3,781
)
—
(
3,781
)
Balances as of February 28, 2025
11,085
$
11
1,000
$
1
$
262,763
$
(
37,730
)
$
—
$
225,045
Stock-based compensation
—
—
—
—
1,356
—
—
1,356
Employee stock plan
3
—
—
—
46
—
—
46
Net income
—
—
—
—
—
565
—
565
Other comprehensive loss
—
—
—
—
—
—
(
8
)
(
8
)
Balances as of May 31, 2025
11,088
$
11
1,000
$
1
$
264,165
$
(
37,165
)
$
(
8
)
$
227,004
Common Stock
Additional
Accumulated
Total
Class A
Class B
Paid-in
Accumulated
Other
Comprehensive
Stockholders'
Shares
Amount
Shares
Amount
Capital
Deficit
Income/(Loss)
Equity
Balances as of August 31, 2023
10,147
$
10
1,000
$
1
$
188,771
$
(
24,184
)
$
43
$
164,641
Stock-based compensation
—
—
—
—
1,034
—
—
1,034
Employee stock plan
8
—
—
—
110
—
—
110
Net loss
—
—
—
—
—
(
2,047
)
—
(
2,047
)
Other comprehensive income
—
—
—
—
—
—
3
3
Balances as of November 30, 2023
10,155
$
10
1,000
$
1
$
189,915
$
(
26,231
)
$
46
$
163,741
Stock-based compensation
—
—
—
—
1,080
—
—
1,080
Employee stock plan
71
—
—
—
1,427
—
—
1,427
Net loss
—
—
—
—
—
(
998
)
—
(
998
)
Other comprehensive income
—
—
—
—
—
—
30
30
Balances as of February 29, 2024
10,226
$
10
1,000
$
1
$
192,422
$
(
27,229
)
$
76
$
165,280
Stock-based compensation
—
—
—
—
1,236
—
—
1,236
Employee stock plan
17
—
—
—
544
—
—
544
Net loss
—
—
—
—
—
(
558
)
—
(
558
)
Other comprehensive loss
—
—
—
—
—
—
(
76
)
(
76
)
Balances as of May 31, 2024
10,243
$
10
1,000
$
1
$
194,202
$
(
27,787
)
$
—
$
166,426
3
The accompanying notes are an integral part of these condensed financial statements.
4
Kura Sushi USA, Inc.
Condensed Stateme
nts of Cash Flows
(amounts in thousands)
(Unaudited)
Nine Months Ended May 31,
2025
2024
Cash flows from operating activities
Net loss
$
(
4,177
)
$
(
3,603
)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization
10,155
8,612
Stock-based compensation, net of amounts capitalized
3,501
3,169
Bond premium amortization
284
—
Changes in operating assets and liabilities:
Accounts and other receivables
(
473
)
(
587
)
Inventories
(
74
)
(
385
)
Due from affiliate
153
104
Prepaid expenses and other current assets
(
298
)
1,326
Deposits and other assets
(
261
)
443
Accounts payable
343
11
Accrued expenses and other current liabilities
(
448
)
1,485
Salaries and wages payable
1,615
1,001
Operating lease liabilities and assets
4,851
3,410
Due to affiliate
6
(
23
)
Sales tax payable
161
(
20
)
Net cash provided by operating activities
15,338
14,943
Cash flows from investing activities
Payments for property and equipment
(
36,698
)
(
33,977
)
Payments for initial direct costs
(
277
)
(
309
)
Purchases of liquor licenses
(
1,011
)
(
219
)
Purchases of investments
(
70,197
)
(
3,251
)
Maturities and redemptions of investments
24,000
10,499
Net cash used in investing activities
(
84,183
)
(
27,257
)
Cash flows from financing activities
Repayment of principal on finance leases
(
49
)
(
60
)
Taxes paid on vested restricted stock awards
(
256
)
(
217
)
Proceeds from exercise of stock options
942
2,299
Proceeds from the follow-on public offering, net of discounts and commissions
64,626
—
Payments of costs related to the follow-on offering
(
272
)
—
Net cash provided by financing activities
64,991
2,022
Decrease in cash and cash equivalents
(
3,854
)
(
10,292
)
Cash and cash equivalents, beginning of period
50,986
69,697
Cash and cash equivalents, end of period
$
47,132
$
59,405
Supplemental disclosures of cash flow information
Cash paid for income taxes
$
231
$
282
Noncash investing activities
Acquisition of finance leases
$
114
$
—
Amounts unpaid for purchases of property and equipment
$
2,574
$
1,706
Stock-based compensation capitalized to property and equipment, net
$
110
$
181
The accompanying notes are an integral part of these condensed financial statements.
5
Kura Sushi USA, Inc.
Notes to Conden
sed 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.
Follow-On Offering
On November 13, 2024, the Company completed an underwritten public offering of common stock pursuant to the Company’s universal shelf registration statement on Form S-3, selling an aggregate of
800,328
shares of Class A common stock, including the exercise in full of the underwriters’ option to purchase
104,390
additional shares, at the price of $
85.00
per share less an underwriting discount of $
4.25
per share. The Company received aggregate net proceeds of $
64.4
million after deducting the underwriting discounts and commissions and offering expenses payable by the Company. The proceeds are to be used for general corporate purposes, including capital expenditures, working capital, and other business purposes.
No
payments were made by the Company to directors, officers, persons owning
10
% or more of the Company’s common stock, their associates, or to the Company’s affiliates.
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, 2024.
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, 2024. 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, 2025 or for any other future annual or interim period.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Fiscal Year
The Company’s fiscal year begins on September 1 and ends on August 31, and references made to “fiscal year 2025” and “fiscal year 2024” refer to the Company’s fiscal years ending August 31, 2025 and ended August 31, 2024, 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
6
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.
Investments
The Company invests in a range of securities, including certificates of deposit, Treasury bills, and U.S. Government Agency debt securities. Investment classification is determined based on the accounting guidance as available for sale or held to maturity. Certificates of deposit and Treasury bills are classified as available-for-sale debt securities and measured at fair value, with unrealized gains or losses recorded in other comprehensive income (loss). U.S. Government Agency debt securities are classified as held-to-maturity and measured at amortized cost. The classification of these investments as either short-term or long-term is based on their original maturity dates, with short-term investments having maturities greater than three months but less than one year, and long-term investments having maturities greater than one year.
As of May 31, 2025 and August 31, 2024, short-term investments were
$
13.4
million
and
no
ne, respectively, of which $
0.5
million consists of cash that is restricted to funding a collateral account relating to a standby letter of credit. Realized gains or losses are determined on a specific identification basis.
As of May 31, 2025 and August 31, 2024, long-term investments were
$
32.5
million
and
no
ne, respectively.
As of May 31, 2025, the Company’s holds a portfolio of held to maturity debt securities with an amortized cost basis of
$
32.5
million
, a fair value of $
32.4
million and gross unrealized holding gains of $
0.1
million. Based on the evaluation of credit risk factors guaranteed by the U.S. government, the Company has concluded that an allowance for credit losses is unnecessary for its investments.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Disaggregation of Income Statement Expenses”, which requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. In January 2025, the FASB issued ASU 2025-01 “Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures- Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2028. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
In December 2023, the FASB issued 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 expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2026. 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, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2025. 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, 2025
August 31, 2024
(amounts in thousands)
Lease receivables
$
1,778
$
1,701
Credit card and other receivables
3,345
2,872
Total accounts and other receivables
$
5,123
$
4,573
7
Property and Equipment
- net
May 31, 2025
August 31, 2024
(amounts in thousands)
Leasehold improvements
$
123,702
$
100,345
Furniture and fixtures
71,516
57,059
Computer equipment
4,467
3,714
Vehicles
343
243
Software
1,017
1,017
Construction in progress
12,642
15,080
Property and equipment – gross
213,687
177,458
Less: accumulated depreciation and amortization
(
48,778
)
(
38,869
)
Total property and equipment – net
$
164,909
$
138,589
Depreciation and amortization expense for property and equipment was $
3.6
million and $
3.2
million for the three months ended May 31, 2025 and May 31, 2024
, respectively, and was $
10.2
milli
on and $
8.6
million for the nine months ended May 31, 2025 and May 31, 2024
, respectively.
Note 3. Leases
The Company has operating and finance leases for its corporate offices, restaurant locations, office equipment, kitchen equipment and automobiles. The Company’s finance leases are not considered material. The Company’s leases have remaining lease terms of
less than 1 year
to
30
years, some of which include
options to extend
the leases.
Lease related costs recognized in the condensed statements of operations and comprehensive income (loss) are as follows:
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
(amounts in thousands)
Operating lease cost
Classification
Operating lease cost
Occupancy and related expenses, other costs and general and administrative expenses
$
4,285
$
3,380
$
12,120
$
9,678
Variable lease cost
Occupancy and related expenses, and general and administrative expenses
1,271
992
3,292
2,567
Total operating lease cost
$
5,556
$
4,372
$
15,412
$
12,245
Supplemental disclosures of cash flow information related to leases are as follows:
Nine Months Ended May 31,
2025
2024
(amounts in thousands)
Operating cash flows paid for operating lease liabilities
$
10,177
$
7,769
Operating right-of-use assets obtained in exchange for new operating lease liabilities
$
23,600
$
17,774
As of May 31, 2025, the Company had an additional
$
44.4
million
of operating lease liabilities related to restaurants for which the Company had not yet taken possession. Subsequent to May 31, 2025, the Company entered into one additional operating lease related to a restaurant for which the Company has not yet taken possession. The lease liabilities associated with the lease are
$
5.8
million
and are expected to commence in fiscal year 2026 with lease terms of up to
20
years.
8
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
0.5
% of the Company’s net sales in exchange for an exclusive, royalty-bearing license for the use of certain of Kura Japan’s intellectual property rights, including, but not limited to, Kura Japan’s trademarks for “Kura Sushi,” “Mr. Fresh” 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 condensed
statements of operations and comprehensive income loss.
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 $
45.0
million (as amended, the “Revolving Credit Agreement”). For additional information, see “Note 6. Debt.”
Balances with Kura Japan are as follows:
May 31, 2025
August 31, 2024
(amounts in thousands)
Due from affiliate
$
13
$
166
Due to affiliate
$
597
$
373
Reimbursements and other payments by the Company to Kura Japan were as follows:
Three Months Ended May 31,
Nine Months Ended May 31
2025
2024
2025
2024
(amounts in thousands)
Related party transactions:
Expatriate salaries expense
$
34
$
33
$
90
$
124
Royalty payments
370
314
1,017
859
Travel and other administrative expenses
3
—
46
6
Purchases of equipment
1,646
374
4,058
1,811
Total related party transactions
$
2,053
$
721
$
5,211
$
2,800
Reimbursements by Kura Japan to the Company were
$
60
thousand
and
$
42
thousand
for the three months ended May 31, 2025 and May 31, 2024, respectively and were
$
290
thousand
and
$
264
tho
usand for the nine months ended May 31, 2025 and May 31, 2024, respectively. The reimbursements were primarily fo
r travel, professional fees and other administrative expenses.
9
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, 2024
610,514
$
41.11
Granted
2,195
$
77.53
Exercised
(
11,006
)
$
44.84
Cancelled/forfeited
(
5,919
)
$
56.32
Outstanding — November 30, 2024
595,784
$
41.03
Granted
38,457
$
80.61
Exercised
(
13,581
)
$
29.69
Cancelled/forfeited
(
6,177
)
$
73.93
Outstanding — February 28, 2025
614,483
$
43.42
Granted
8,484
$
58.06
Exercised
(
2,928
)
$
15.62
Cancelled/forfeited
(
6,916
)
$
67.38
Outstanding — May 31, 2025
613,123
$
43.49
The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:
Number of Shares
Underlying
Outstanding RSU
Weighted Average
Grant Date
Fair Value
Outstanding — August 31, 2024
36,120
$
84.01
Granted
—
—
Vested
—
—
Cancelled/forfeited
(
873
)
$
81.89
Outstanding — November 30, 2024
35,247
$
84.06
Granted
33,021
$
80.00
Vested
(
10,499
)
$
81.11
Cancelled/forfeited
(
1,616
)
$
88.44
Outstanding — February 28, 2025
56,153
$
82.10
Granted
—
—
Vested
—
—
Cancelled/forfeited
(
731
)
$
85.15
Outstanding — May 31, 2025
55,422
$
82.06
10
In the second quarter of fiscal 2025, the Company granted
8,724
performance restricted stock units (“PSUs”) with a
three-year
performance vesting period and a weighted average grant date fair value of $
80.00
.
The total stock-based compensation recognized under the Stock Incentive Plan in the condensed statements of operations and comprehensive income (loss) is as follows:
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
(amounts in thousands)
Restaurant-level stock-based compensation included in labor and related costs
$
230
$
194
$
608
$
497
Corporate-level stock-based compensation included in general and administrative expenses
1,063
1,003
2,892
2,672
Stock-based compensation, net of amounts capitalized
1,293
1,197
3,500
3,169
Amount capitalized to property and equipment - net
63
39
110
181
Total stock-based compensation
$
1,356
$
1,236
$
3,610
$
3,350
Note 6. Debt
On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, establishing a $
45.0
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 advances is April 10, 2025. The Revolving Credit Note under the Revolving Credit Agreement has an interest rate for advances (made on or after April 10, 2021) fixed at
130
% of the Annual Compounding Long-Term Applicable Federal Rate on the date such advance is made. There are no financial covenants under the Revolving Credit Agreement with which the Company must comply.
On April 4, 2025, the Company and Kura Japan entered into a Third Amendment to Revolving Credit Agreement (the “Third Amendment”) to extend the last day of the period of availability for the advances under the credit line from April 10, 2025 to April 10, 2028. In connection with the Third Amendment, the Revolving Credit Note under the Revolving Credit Agreement was also amended by incorporating the same amendments as provided under the Third Amendment.
As of May 31, 2025 and August 31, 2024, the Company had
no
o
utstanding balance and $
45.0
million of availability remaining under the Revolving Credit Agreement. For additional information, see “Note 4. Related Party Transactions.”
Note 7
. Income (Loss) Per Share
The net 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 loss 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.
11
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,
2025
2024
2025
2024
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
$
518
$
47
$
(
508
)
$
(
50
)
$
(
3,825
)
$
(
352
)
$
(
3,280
)
$
(
323
)
Weighted average common shares outstanding – basic
11,086
1,000
10,188
1,000
10,855
1,000
10,167
1,000
Dilutive effect of stock-based awards
225
—
—
—
—
—
—
—
Weighted average common shares outstanding – diluted
11,311
1,000
10,188
1,000
10,855
1,000
10,167
1,000
Net income (loss) per share attributable to common stockholders – basic
$
0.05
$
0.05
$
(
0.05
)
$
(
0.05
)
$
(
0.35
)
$
(
0.35
)
$
(
0.32
)
$
(
0.32
)
Net income (loss) per share attributable to common stockholders – diluted
$
0.05
$
0.05
$
(
0.05
)
$
(
0.05
)
$
(
0.35
)
$
(
0.35
)
$
(
0.32
)
$
(
0.32
)
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, RSUs and PSUs.
For the three months ended May 31, 2025, there were
286
thousand
shares of common stock subject to outstanding employee stock options, RSUs and PSUs that were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive. For the nine months ended May 31, 2025, there were
677
thousand
shares of common stock subject to outstanding employee stock options, RSUs and PSUs that were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive. For the three and nine months ended May 31, 2024 , there were
662
thousand
shares of common stock subject to outstanding employee stock options and RSUs 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 January 19, 2024,
two
former employees initiated arbitration against the Company. Subsequently, on February 26, 2024,
three
additional former employees initiated a separate arbitration against the Company. Both sets of claimants allege violations of the Fair Labor Standards Act (“FLSA”) and violations of certain Washington, D.C. wage laws. In both arbitrations, claimants purported to raise collective claims on behalf of other similarly situated employees and former employees. In August 2024, the Company settled the claims with these
five
former employees, as well as
58
other current and former employees asserting similar claims (some under the laws of Pennsylvania, Virginia and Massachusetts), for approximately $
3.9
million. Since that time, other current and former employees have asserted claims under the FLSA and applicable state laws (including Pennsylvania, New Jersey and Massachusetts) through counsel. In October 2024, the Company agreed to settle those claims for approximately $
1.2
million.
The Company expensed $
5.1
million related to these matters within general and administrative expenses in the condensed statements of operations and comprehensive income (loss) and paid $
3.9
million during the fiscal year ended August 31, 2024. The Company paid the remaining accrued liability of $
1.2
million related to these matters in October 2024. In February 2025, the Company agreed to settle additional claims for approximately $
2.1
million, which was paid in March 2025.
On December 9, 2024, a former employee filed a putative class action complaint in the Superior Court of California in Los Angeles, individually and on behalf of others similarly situated, against the Company alleging certain violations of California labor laws. The complaint alleges various wage and hour violations under the California Labor Code and related statutes. Plaintiff has also served a Private Attorneys General Act (“PAGA”) notice for the same alleged wage and hour violations. The Company will continue to vigorously defend its position in this matter. The Company is currently unable to estimate the range of possible losses associated with this proceeding.
12
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.
Note 9. Income Taxes
The Company recorded an income tax expense of
$
55
thousand
and
$
60
thousand
for the three months ended May 31, 2025 and May 31, 2024, respectively and income tax expense of
$
132
thousand
and
$
148
thousand
for the nine months ended May 31, 2025 and May 31, 2024, respectively. The Company’s effective tax rates for the three and nine months ended May 31, 2025
substantially differed from the federal statutory tax rate of
21
% primarily due to a valuation allowance for the Company’s deferred tax assets and permanent differences related to the tax credit for a portion of the Social Security and Medicare taxes (FICA taxes) paid on employer tips.
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, 2025
was appropriate.
13
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, 2025.
Level 1
Level 2
Level 3
Total
(amounts in thousands)
Assets:
Certificate of Deposit
$
—
$
524
$
—
$
524
Treasury bills
12,847
—
—
12,847
U.S. Government Agency debt securities
—
32,378
—
32,378
Total assets at fair value
$
12,847
$
32,902
$
—
$
45,749
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 Certificate of Deposit and U.S. Government Agency debt securities are valued 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.
14
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, 2024 (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 assumptions and 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, 2025, we opened thirteen restaurants and expanded our restaurant base to 76 restaurants in twenty states and Washington, DC. Subsequent to May 31, 2025, we opened two additional restaurant totaling 78 restaurants in 21 states and Washington, DC. We expect to open a total of 15 new restaurants in fiscal year 2025 and therefore, we expect our revenue and restaurant operating costs to increase in fiscal year 2025. We also expect our general and administrative expenses to increase on a dollar basis in fiscal 2025 to support the growth of the company.
We have evaluated and will continue to evaluate the impact of import laws and tariffs on our operations. As of May 31, 2025, there was no material impact on our business, financial condition, results of operations or cash flows. However, tariffs could impact our operations in certain areas, such as food and beverage costs, construction and equipment costs and other restaurant operating costs, for the remainder of fiscal 2025.
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, stock-based compensation for restaurant-level employees 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 by 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, which range from three to 20 years.
15
Other costs.
Other costs include credit card processing fees, repairs and maintenance, restaurant-level advertising and promotions, restaurant supplies, royalty payments to Kura Japan, 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, 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 and investments.
Income tax expense (benefit).
Provision for income taxes represents federal, state and local current and deferred income tax expense (benefit).
16
Results of Operations
The following tables present selected comparative results of operations for the three and nine months ended May 31, 2025 and May 31, 2024.
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 up to 100% due to rounding.
Three Months Ended May 31,
2025
2024
$ Change
% Change
(dollar amounts in thousands)
Sales
$
73,965
$
63,082
$
10,883
17.3
%
Restaurant operating costs
Food and beverage costs
20,928
18,391
2,537
13.8
Labor and related costs
24,478
20,534
3,944
19.2
Occupancy and related expenses
5,538
4,318
1,220
28.3
Depreciation and amortization expenses
3,450
3,124
326
10.4
Other costs
10,883
8,920
1,963
22.0
Total restaurant operating costs
65,277
55,287
9,990
18.1
General and administrative expenses
8,741
8,857
(116
)
(1.3
)
Depreciation and amortization expenses
109
107
2
1.9
Total operating expenses
74,127
64,251
9,876
15.4
Operating loss
(162
)
(1,169
)
1,007
(86.1
)
Other expense (income):
Interest expense
30
15
15
100.0
Interest income
(812
)
(686
)
(126
)
18.4
Income (loss) before income taxes
620
(498
)
1,118
(224.5
)
Income tax expense
55
60
(5
)
(8.3
)
Net income (loss)
$
565
$
(558
)
$
1,123
201.3
%
Nine Months Ended May 31,
2025
2024
$ Change
% Change
(dollar amounts in thousands)
Sales
$
203,315
$
171,848
$
31,467
18.3
%
Restaurant operating costs
Food and beverage costs
58,225
50,691
7,534
14.9
Labor and related costs
68,306
55,906
12,400
22.2
Occupancy and related expenses
15,391
12,179
3,212
26.4
Depreciation and amortization expenses
9,827
8,294
1,533
18.5
Other costs
29,004
24,526
4,478
18.3
Total restaurant operating costs
180,753
151,596
29,157
19.2
General and administrative expenses
28,459
25,634
2,825
11.0
Depreciation and amortization expenses
328
318
10
3.1
Total operating expenses
209,540
177,548
31,992
18.0
Operating loss
(6,225
)
(5,700
)
(525
)
(9.2
)
Other expense (income):
Interest expense
56
35
21
60.0
Interest income
(2,236
)
(2,280
)
44
(1.9
)
Loss before income taxes
(4,045
)
(3,455
)
(590
)
17.1
Income tax expense
132
148
(16
)
(10.8
)
Net loss
$
(4,177
)
$
(3,603
)
$
(574
)
15.9
%
17
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
(as a percentage of sales)
Sales
100.0
%
100.0
%
100.0
%
100.0
%
Restaurant operating costs
Food and beverage costs
28.3
29.2
28.6
29.5
Labor and related costs
33.1
32.6
33.6
32.5
Occupancy and related expenses
7.5
6.8
7.6
7.1
Depreciation and amortization expenses
4.7
5.0
4.8
4.8
Other costs
14.7
14.1
14.3
14.3
Total restaurant operating costs
88.3
87.7
88.9
88.2
General and administrative expenses
11.8
14.0
14.0
14.9
Depreciation and amortization expenses
0.1
0.2
0.2
0.2
Total operating expenses
100.2
101.9
103.1
103.3
Operating loss
(0.2
)
(1.9
)
(3.1
)
(3.3
)
Other expense (income):
Interest expense
—
—
—
—
Interest income
(1.1
)
(1.1
)
(1.1
)
(1.3
)
Income (loss) before income taxes
0.9
(0.8
)
(2.0
)
(2.0
)
Income tax expense
0.1
0.1
0.1
0.1
Net income (loss)
0.8
%
(0.9
)
%
(2.1
)
%
(2.1
)
%
Three Months Ended May 31, 2025 Compared to Three Months Ended May 31, 2024
Sales.
Sales were $74.0 million for the three months ended May 31, 2025 compared to $63.1 million for the three months ended May 31, 2024, representing an increase of $10.9 million, or 17.3%. The increase in sales was primarily driven by the sales resulting from thirteen new restaurants that opened subsequent to May 31, 2024, as well as increases in menu prices during the same period. Comparable restaurant sales decreased 2.1%, consisting of negative traffic of 2.9% and a price/mix of 0.8% for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024.
Food and beverage costs.
Food and beverage costs were $20.9 million for the three months ended May 31, 2025 compared to $18.4 million for the three months ended May 31, 2024, representing an increase of $2.5 million, or 13.8%. The increase in food and beverage costs was primarily driven by costs associated with sales from thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, food and beverage costs decreased to 28.3% in the three months ended May 31, 2025 as compared to 29.2% in the three months ended May 31, 2024, primarily due to increases in menu prices and supply chain initiatives, which was partially offset by food cost inflation.
Labor and related costs.
Labor and related costs were $24.5 million for the three months ended May 31, 2025 compared to $20.5 million for the three months ended May 31, 2024, representing an increase of $4.0 million, or 19.2%. This increase in labor and related costs was primarily driven by additional labor costs incurred from thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, labor and related costs increased to 33.1% in the three months ended May 31, 2025 as compared to 32.6% in the three months ended May 31, 2024. The increase in cost as a percentage of sales was primarily due to increases in wage rates subsequent to May 31, 2024, partially offset by increases in menu prices and operational efficiencies.
18
Occupancy and related expenses.
Occupancy and related expenses were $5.5 million for the three months ended May 31, 2025 compared to $4.3 million for the three months ended May 31, 2024, representing an increase of $1.2 million, or 28.3%. The increase was primarily a result of additional lease expense related to the opening of thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, occupancy and related expenses increased to 7.5% in the three months ended May 31, 2025 as compared to 6.8% in the three months ended May 31, 2024, primarily driven by sales deleverage.
Depreciation and amortization expenses.
Depreciation and amortization expenses incurred as part of restaurant operating costs were $3.5 million for the three months ended May 31, 2025 compared to $3.1 million for the three months ended May 31, 2024, representing an increase of $0.4 million, or 10.4%. The increase consists of depreciation of property and equipment related to the thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, depreciation and amortization expenses at the restaurant level was 4.7% for the three months ended May 31, 2025 as compared to 5.0% in the three months ended May 31, 2024. Depreciation and amortization expenses incurred at the corporate level were $0.1 million for both the three months ended May 31, 2025 and May 31, 2024, and as a percentage of sales were 0.1% and 0.2%, respectively.
Other costs.
Other costs were $10.9 million for the three months ended May 31, 2025 compared to $8.9 million for the three months ended May 31, 2024, representing an increase of $2.0 million, or 22.0%. The increase was primarily driven by an increase in costs related to the thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, other costs increased to 14.7% in the three months ended May 31, 2025 as compared to 14.1% in the three months ended May 31, 2024, primarily driven by utilities and repairs and maintenance, partially offset by lower marketing expenses.
General and administrative expenses.
General and administrative expenses were $8.7 million for the three months ended May 31, 2025 compared to $8.9 million for the three months ended May 31, 2024, representing a decrease of $0.2 million, or 1.3%. This decrease was primarily due to a decrease in prior year litigation expense of $0.7 million and lower professional fees of $0.2 million, partially offset by an increase in compensation-related expenses of $0.7 million. As a percentage of sales, general and administrative expenses decreased to 11.8% in the three months ended May 31, 2025 as compared to 14.0% in the three months ended May 31, 2024, primarily due to sales leverage and a decrease in professional fees and litigation expenses.
Interest expense.
Interest expense was $30 thousand for the three months ended May 31, 2025 compared to $15 thousand for the three months ended May 31, 2024.
Interest income.
Interest income was $812 thousand for the three months ended May 31, 2025 compared to $686 thousand for the three months ended May 31, 2024. The increase was primarily driven by investing incremental cash from our follow-on offering completed in November 2024 into money market funds and investments, partially offset by lower interest rates.
Income tax expense.
Income tax expense was $55 thousand for the three months ended May 31, 2025 compared to an income tax expense of $60 thousand for the three months ended May 31, 2024. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.
Nine Months Ended May 31, 2025 Compared to Nine Months Ended May 31, 2024
Sales.
Sales were $203.3 million for the nine months ended May 31, 2025 compared to $171.8 million for the nine months ended May 31, 2024, representing an increase of $31.5 million, or 18.3%. The increase in sales was primarily driven by the sales resulting from thirteen new restaurants that opened subsequent to May 31, 2024, as well as increases in menu prices during the same period. Comparable restaurant sales decreased 1.7%, consisting of negative traffic of 4.2% and a price/mix of 2.5% for the nine months ended May 31, 2025, as compared to the nine months ended May 31, 2024, primarily due to a reduction in traffic.
Food and beverage costs.
Food and beverage costs were $58.2 million for the nine months ended May 31, 2025 compared to $50.7 million for the nine months ended May 31, 2024, representing an increase of $7.5 million, or 14.9%. The increase in food and beverage costs was primarily driven by costs associated with sales from thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, food and beverage costs decreased to 28.6% in the nine months ended May 31, 2025 as compared to 29.5% in the nine months ended May 31, 2024, primarily due to increases in menu prices and supply chain initiatives, which was partially offset by food cost inflation.
Labor and related costs.
Labor and related costs were $68.3 million for the nine months ended May 31, 2025 compared to $55.9 million for the nine months ended May 31, 2024, representing an increase of $12.4 million, or 22.2%. This increase in labor and related costs was primarily driven by additional labor costs incurred from thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, labor and related costs increased to 33.6% in the nine months ended May 31, 2025 as compared to 32.5% in the nine months ended May 31, 2024. The increase in cost as a percentage of sales was primarily due to increases in wage rates subsequent to May 31, 2024, partially offset by increases in menu prices and operational efficiencies.
19
Occupancy and related expenses.
Occupancy and related expenses were $15.4 million for the nine months ended May 31, 2025 compared to $12.2 million for the nine months ended May 31, 2024, representing an increase of $3.2 million, or 26.4%. The increase was primarily a result of additional lease expense related to the opening of thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, occupancy and related expenses increased to 7.6% in the nine months ended May 31, 2025, compared to 7.1% in the nine months ended May 31, 2024, primarily driven by sales deleverage.
Depreciation and amortization expenses.
Depreciation and amortization expenses incurred as part of restaurant operating costs were $9.8 million for the nine months ended May 31, 2025 compared to $8.3 million for the nine months ended May 31, 2024, representing an increase of $1.5 million, or 18.5%. The increase consists of depreciation of property and equipment related to thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, depreciation and amortization expenses at the restaurant level were 4.8% for both the nine months ended May 31, 2025 and May 31, 2024. Depreciation and amortization expenses incurred at the corporate level were $0.3 million for both the nine months ended May 31, 2025 and May 31, 2024, and as a percentage of sales were both 0.2%, respectively.
Other costs.
Other costs were $29.0 million for the nine months ended May 31, 2025 compared to $24.5 million for the nine months ended May 31, 2024, representing an increase of $4.5 million, or 18.3%. The increase was primarily driven by an increase in costs related to thirteen new restaurants that opened subsequent to May 31, 2024. As a percentage of sales, other costs remained consistent at 14.3% for both the nine months ended May 31, 2025 and May 31, 2024, primarily driven by lower marketing and travel expenses, offset by higher utilities expense.
General and administrative expenses.
General and administrative expenses were $28.5 million for the nine months ended May 31, 2025 compared to $25.6 million for the nine months ended May 31, 2024, representing an increase of $2.9 million, or 11.0%. This increase was primarily due to the increase in compensation-related costs of $1.9 million, incremental litigation settlement expense of $1.3 million and $0.4 million in other expenses, partially offset by a decrease of $0.7 million in professional fees. As a percentage of sales, general and administrative expenses decreased to 14.0% in the nine months ended May 31, 2025 from 14.9% in the nine months ended May 31, 2024, primarily driven by sales leverage, lower compensation-related costs, professional fees and travel expenses, partially offset by higher litigation expense.
Interest expense.
Interest expense was $56 thousand for the nine months ended May 31, 2025 compared to $35 thousand for the nine months ended May 31, 2024.
Interest income.
Interest income was $2.2 million for the nine months ended May 31, 2025 compared to $2.3 million for the nine months ended May 31, 2024. The decrease was primarily driven by lower interest rates.
Income tax expense.
Income tax expense was $132 thousand for the nine months ended May 31, 2025 compared to $148 thousand for the nine months ended May 31, 2024. 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 condensed 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 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.
20
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 income (loss) to EBITDA and Adjusted EBITDA:
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
(amounts in thousands)
Net income (loss)
$
565
$
(558
)
$
(4,177
)
$
(3,603
)
Interest income, net
(782
)
(671
)
(2,180
)
(2,245
)
Income tax expense
55
60
132
148
Depreciation and amortization expenses
3,559
3,231
10,155
8,612
EBITDA
3,397
2,062
3,930
2,912
Stock-based compensation expense
(a)
1,293
1,197
3,500
3,169
Non-cash lease expense
(b)
720
630
2,121
2,220
Litigation
(c)
—
562
2,105
767
Adjusted EBITDA
$
5,410
$
4,451
$
11,656
$
9,068
Adjusted EBITDA margin
7.3
%
7.1
%
5.7
%
5.3
%
(a)
Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive income (loss). 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)
Litigation includes expenses related to legal claims or settlements.
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
21
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 not be affected 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,
2025
2024
2025
2024
(amounts in thousands)
Operating loss
$
(162
)
$
(1,169
)
$
(6,225
)
$
(5,700
)
Depreciation and amortization expenses
3,559
3,231
10,155
8,612
Stock-based compensation expense
(a)
1,293
1,197
3,500
3,169
Pre-opening costs
(b)
404
861
1,305
2,611
Non-cash lease expense
(c)
720
630
2,121
2,220
General and administrative expenses
8,741
8,857
28,459
25,634
Corporate-level stock-based compensation in general and administrative expenses
(1,063
)
(1,003
)
(2,892
)
(2,672
)
Restaurant-level operating profit
$
13,492
$
12,604
$
36,423
$
33,874
Operating loss margin
(0.2
)%
(1.9
)%
(3.1
)%
(3.3
)%
Restaurant-level operating profit margin
18.2
%
20.0
%
17.9
%
19.7
%
(a)
Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive income (loss). 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)
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 the 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.
22
Comparable Restaurant Sales Performance
Comparable restaurant sales performance refers to the percent 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 full calendar months by the end of the accounting period presented due to new restaurants experiencing a period of higher sales upon opening. For restaurants that were temporarily closed the comparative period was also adjusted accordingly.
Measuring our comparable restaurant sales performance allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:
•
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:
Three Months Ended May 31,
Nine Months Ended May 31,
2025
2024
2025
2024
Comparable restaurant sales performance (%)
(2.1)%
0.6%
(1.7)%
2.4%
Comparable restaurant base
53
40
53
36
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 have 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,
2025
2024
2025
2024
Restaurant activity:
Beginning of period
73
59
64
50
Openings
3
4
12
13
End of period
76
63
76
63
Liquidity and Capital Resources
Our primary sources of liquidity and cash flows are cash and cash equivalents on hand and cash provided by operating activities. Our primary uses of cash are for operational expenditures and capital investments, including new restaurants, costs incurred for restaurant remodels and restaurant fixtures. 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, cash equivalents and short-term investments will be sufficient to fund our lease obligations, capital expenditures and working capital needs for at least the next 12 months. We also maintain a Revolving Credit Agreement with Kura Japan, of which the maturity date has been extended to April 10, 2028 pursuant to the Third Amendment with Kura Japan.
23
During the nine months ended May 31, 2025, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of May 31, 2025, we did not have any material off-balance sheet arrangements.
On November 13, 2024, we completed an underwritten public offering of common stock pursuant to our universal shelf registration statement on Form S-3, selling an aggregate of 800,328 shares of Class A common stock, including the exercise in full of the underwriters’ option to purchase 104,390 additional shares, at the price of $85.00 per share less an underwriting discount of $4.25 per share. We received aggregate net proceeds of $64.4 million after deducting the underwriting discounts and commissions and offering expenses payable by us. The proceeds are to be used for general corporate purposes, including capital expenditures, working capital, and other business purposes. No payments were made by us to directors, officers or persons owning 10% or more of our common stock or to their associates, or to our affiliates.
Summary of Cash Flows
The following table summarizes our cash flows for the periods presented:
Nine Months Ended May 31,
2025
2024
Statement of Cash Flow data:
(amounts in thousands)
Net cash provided by operating activities
$
15,338
$
14,943
Net cash used in investing activities
$
(84,183
)
$
(27,257
)
Net cash provided by financing activities
$
64,991
$
2,022
Cash Flows Provided by Operating Activities
Net cash provided by operating activities during the nine months ended May 31, 2025 was $15.3 million, primarily due to a net loss of $4.2 million, non-cash charges of $10.2 million for depreciation and amortization, $3.5 million for stock-based compensation, and net cash outflows of $5.6 million from changes in operating assets and liabilities.
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.
Cash Flows Used in Investing Activities
Net cash used in investing activities during the nine months ended May 31, 2025 was $84.2 million, primarily due to $70.2 million in purchases of investments, $36.7 million in purchases of property and equipment and $1.0 million in purchases of liquor licenses offset by $24.0 million in redemptions of long-term investments. The increase in purchases of property and equipment in the nine months ended May 31, 2025 is primarily related to capital expenditures for current and future restaurant openings, maintaining our existing restaurants and other projects.
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 in redemptions 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, renovations and maintaining our existing restaurants and other projects.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities during the nine months ended May 31, 2025 was $65.0 million and is primarily due to aggregate net proceeds from the issuance of stock of $64.4 million after deducting the underwriting discounts and commissions and offering expenses, $0.9 million of proceeds from exercise of stock options offset by $0.3 million in taxes paid on vested RSUs.
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.
24
Material Cash Requirements
As of May 31, 2025, we had $11.2 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 operating activities. For operating 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 our recently issued or adopted accounting pronouncements, including the respective date of adoption and expected effect on our results of operations and financial condition, see “Note 1. Organization and Basis of Presentation” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
Our discussion and analysis of operating results and financial condition is 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, 2024. 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, 2024 for a discussion of our critical accounting policies and estimates.
Item 3. Quantitative and Qualitati
ve Disclosures About Market Risk.
There have been no material changes to our market risk during the nine months ended May 31, 2025. 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 2024 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) and 15d-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) and 15d-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 Note 8 – Commitments and Contingencies, in the Notes to Condensed Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Ri
sk Factors.
There have been no material changes from the risk factors associated with our business previously disclosed in the “Risk Factors” section of our
Annual Report on Form 10-K for our fiscal year ended August 31, 2024, except as set forth below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.
Changes in food and supply costs and/or availability of products could adversely affect our business, financial condition or results of operations.
Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs and/or the availability of products necessary to operate our business, including, but not limited to, rice vinegar from Kura Japan, which owns the recipe and is our sole supplier of such rice vinegar. Shortages or interruptions in the availability of certain supplies caused by unanticipated demand, problems in production or distribution, tariffs or other trade restrictions, food contamination, inclement weather, natural disasters, or other conditions could adversely affect the productivity, availability, quality and cost of our ingredients, which could harm our operations. Any increase in the prices of the food products most critical to our menu, such as rice, fish and other seafood, as well as fresh vegetables, could adversely affect our business, financial condition, results from operations, or cash flows. Although we try to manage the impact that these fluctuations have on our operating results, we remain susceptible to increases in food costs and loss of supply as a result of factors beyond our control, such as general economic conditions, political instability, inflationary pressures, seasonal fluctuations, the effects of climate change and related weather conditions, demand, food safety concerns, generalized infectious diseases, product recalls and government regulations. Additionally, tariffs could impact supply chain reliability, disrupt established sourcing strategies, and result in increased operational complexity. Higher costs due to tariffs will generally lead to price increases for our products
and other restaurant operating costs,
potentially reducing consumer demand and impacting our competitive position in the market.
If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are disrupted for any reason, our business, financial condition, results of operations or cash flows could be adversely affected. If we cannot replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase our expenses and cause shortages of food and other items at our restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if guests change their dining habits as a result. In addition, because we provide moderately priced food, we may choose not to, or may be unable to, pass along commodity price increases to consumers. These potential changes in food and supply costs could materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equi
ty Securities and Use of Proceeds.
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Mine Saf
ety Disclosures.
Not applicable.
Item 5. Other
Information.
On
May 13, 2025
,
Hajime Uba
, our
Chairman, President and Chief Executive Officer
,
adopted
a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, for the potential exercise and sale of shares of the Company’s common stock underlying
12,134
of Mr. Uba’s outstanding option award
s, from January 16, 2026, at the earliest, until July 31, 2026, at the latest.
26
On
May 13, 2025
,
Robert Kluger
, our
Chief Development Officer
of the Company,
adopted
a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, for the potential exercise and sale of shares of the Company’s common stock underlying
9,584
of Mr. Kluger’s outstanding option awards, from January 16, 2026, at the earliest, until July 31, 2026, at the latest.
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.
28
SIGNAT
URES
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.
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