UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 5, 2022, the registrant had
Table of Contents
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PART I. |
1 |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
Item 3. |
25 |
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Item 4. |
26 |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
27 |
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Item 4. |
27 |
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Item 5. |
27 |
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Item 6. |
28 |
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29 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Kura Sushi USA, Inc.
Condensed Balance Sheets
(amounts in thousands, except par value)
(Unaudited)
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May 31, 2022 |
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August 31, 2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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Accounts and other receivables |
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Inventories |
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Due from affiliate |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment – net |
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Operating lease right-of-use assets |
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Deposits and other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Salaries and wages payable |
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Finance leases – current |
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Operating lease liabilities – current |
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Due to affiliate |
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Sales tax payable |
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Total current liabilities |
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Non-current liabilities: |
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Finance leases – non-current |
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Operating lease liabilities – non-current |
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Other liabilities |
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Total liabilities |
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and contingencies (Note 8) |
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Stockholders' equity: |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
1
Kura Sushi USA, Inc.
Condensed Statements of Operations
(amounts in thousands, except per share data)
(Unaudited)
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Three Months Ended May 31, |
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Nine Months Ended May 31, |
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2022 |
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2021 |
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2022 |
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2021 |
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Sales |
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$ |
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$ |
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$ |
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$ |
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Restaurant operating costs: |
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Food and beverage costs |
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Labor and related costs |
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Occupancy and related expenses |
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Depreciation and amortization expenses |
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Other costs |
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Total restaurant operating costs |
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General and administrative expenses |
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Depreciation and amortization expenses |
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Total operating expenses |
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Operating income (loss) |
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Other expense (income): |
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Interest expense |
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Interest income |
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Income (loss) before income taxes |
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Income tax (benefit) expense |
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Net income (loss) |
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$ |
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$ |
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$ |
( |
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Net income (loss) per Class A and Class B shares |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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Weighted average Class A and Class B shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed financial statements.
2
Kura Sushi USA, Inc.
Condensed Statements of Stockholders’ Equity
(amounts in thousands)
(Unaudited)
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Common Stock |
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Additional |
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Total |
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Class A |
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Class B |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances as of August 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Employee stock plan |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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Balances as of November 30, 2021 |
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( |
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Stock-based compensation |
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— |
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Employee stock plan |
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— |
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— |
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Taxes paid on vested restricted stock awards |
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— |
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— |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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Balances as of February 28, 2022 |
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Stock-based compensation |
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— |
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— |
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Employee stock plan |
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— |
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Net income |
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— |
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— |
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— |
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Balances as of May 31, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
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Common Stock |
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Additional |
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Total |
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Class A |
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Class B |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances as of August 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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Net loss |
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— |
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— |
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( |
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Balances as of November 30, 2020 |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balances as of February 28, 2021 |
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( |
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Stock-based compensation |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Balances as of May 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
3
Kura Sushi USA, Inc.
Condensed Statements of Cash Flows
(amounts in thousands)
(Unaudited)
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Nine Months Ended May 31, |
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2022 |
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2021 |
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Cash flows from operating activities |
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Net loss |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
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Depreciation and amortization |
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Stock-based compensation |
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Loss on disposal of property and equipment |
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— |
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Non-cash lease expense |
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Changes in operating assets and liabilities: |
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Accounts and other receivables |
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( |
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( |
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Inventories |
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( |
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( |
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Due from affiliate |
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Prepaid expenses and other current assets |
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( |
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Deposits and other assets |
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( |
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( |
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Accounts payable |
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