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United States securities and exchange commission logo
May 21, 2020
Koji Shinohara
Chief Financial Officer, Treasurer and Secretary
Kura Sushi USA, Inc.
17932 Sky Park Circle, Suite H
Irvine, California 92614
Re: Kura Sushi USA,
Inc.
Form 10-K for the
Fiscal Year Ended August 31, 2019
Filed November 26,
2019
File No. 1-39012
Dear Mr. Shinohara:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K filed November 26, 2019
Management's Discussion and Analysis of Financial Condition and Results
of Operations
EBITDA and Adjusted EBITDA, page 48
1. Please tell us your
consideration of the guidance in Question 100.01 of the Non-GAAP
Compliance and
Disclosure Interpretations related to your presentation of Adjusted
EBITDA and
Restaurant-level Contribution and the exclusion of pre-opening rent expense
and pre-opening costs
in the calculation of these non-GAAP measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tony Watson at (202) 551-3318 or Bill Thompson at
(202) 551-
3344 with any questions.
Koji Shinohara
Kura Sushi USA, Inc.
May 21, 2020
Page 2
FirstName LastNameKoji Shinohara Sincerely,
Comapany NameKura Sushi USA, Inc.
Division of Corporation Finance
May 21, 2020 Page 2 Office of Trade & Services
FirstName LastName