SEC Filing | Kura Sushi USA

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

View:

Download DOC

Download PDF

Download XLS

Download XBRL

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended February 29, 2024


☐	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.

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 March 29, 2024, the registrant had 10,230,663 shares of Class A common stock, $0.001 par value per share, outstanding and 1,000,050 shares of Class B common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Stockholders’ Equity	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Kura Sushi USA, Inc.

Condensed Balance Sheets

(amounts in thousands, except par value)

(Unaudited)


	February 29, 2024			August 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	56,768		$	69,697
Short-term investments		6,075			8,542
Accounts and other receivables		5,347			5,048
Inventories		1,874			1,747
Due from affiliate		32			104
Prepaid expenses and other current assets		4,120			4,233
Total current assets		74,216			89,371
Non-current assets:
Property and equipment – net		124,163			106,427
Operating lease right-of-use assets		112,084			103,884
Deposits and other assets		5,066			4,977
Total assets	$	315,529		$	304,659

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	7,370		$	7,248
Accrued expenses and other current liabilities		3,340			2,821
Salaries and wages payable		7,510			7,595
Operating lease liabilities – current		10,376			9,225
Due to affiliate		355			555
Sales tax payable		1,634			1,694
Total current liabilities		30,585			29,138
Non-current liabilities:
Operating lease liabilities – non-current		118,936			110,234
Other liabilities		728			646
Total liabilities		150,249			140,018
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000 shares authorized, no shares issued or outstanding		—			—
Class A common stock, $0.001 par value; 50,000 shares authorized, 10,226 and 10,147 shares issued and outstanding as of February 29, 2024 and August 31, 2023, respectively		10			10
Class B common stock, $0.001 par value; 10,000 shares authorized, 1,000 shares issued and outstanding as of February 29, 2024 and August 31, 2023		1			1
Additional paid-in capital		192,422			188,771
Accumulated deficit		(27,229	)		(24,184	)
Accumulated other comprehensive income		76			43
Total stockholders' equity		165,280			164,641
Total liabilities and stockholders' equity	$	315,529		$	304,659

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

Kura Sushi USA, Inc.

Condensed Statements of Operations and Comprehensive Loss

(amounts in thousands, except per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Sales	$	57,291		$	43,944		$	108,766		$	83,262
Restaurant operating costs:
Food and beverage costs		16,935			13,240			32,300			25,670
Labor and related costs		18,768			13,854			35,031			26,389
Occupancy and related expenses		3,953			3,065			7,861			5,950
Depreciation and amortization expenses		2,694			1,758			5,170			3,334
Other costs		8,356			5,866			15,947			11,187
Total restaurant operating costs		50,706			37,783			96,309			72,530
General and administrative expenses		8,168			7,122			16,777			13,764
Depreciation and amortization expenses		107			88			211			173
Total operating expenses		58,981			44,993			113,297			86,467
Operating loss		(1,690	)		(1,049	)		(4,531	)		(3,205	)
Other expense (income):
Interest expense		12			14			20			30
Interest income		(754	)		(63	)		(1,594	)		(157	)
Loss before income taxes		(948	)		(1,000	)		(2,957	)		(3,078	)
Income tax expense		50			15			88			25
Net loss	$	(998	)	$	(1,015	)	$	(3,045	)	$	(3,103	)
Net loss per Class A and Class B shares
Basic	$	(0.09	)	$	(0.10	)	$	(0.27	)	$	(0.32	)
Diluted	$	(0.09	)	$	(0.10	)	$	(0.27	)	$	(0.32	)
Weighted average Class A and Class B shares outstanding
Basic		11,179			9,801			11,162			9,795
Diluted		11,179			9,801			11,162			9,795

Other comprehensive income (loss):
Unrealized gain on short-term investments	$	30			—		$	33			—
Comprehensive loss	$	(968	)	$	(1,015	)	$	(3,012	)	$	(3,103	)

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

Kura Sushi USA, Inc.

Condensed Statements of Stockholders’ Equity

(amounts in thousands)

(Unaudited)


	Common Stock								Additional					Accumulated			Total
	Class A				Class B				Paid-in		Accumulated			Other Comprehensive			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			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


	Common Stock								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances as of August 31, 2022		8,788	$	9		1,000	$	1	$	118,970	$	(25,686	)	$	93,294
Stock-based compensation		—		—		—		—		650		—			650
Employee stock plan		3		—		—		—		51		—			51
Net loss		—		—		—		—		—		(2,088	)		(2,088	)
Balances as of November 30, 2022		8,791	$	9		1,000	$	1	$	119,671	$	(27,774	)	$	91,907
Stock-based compensation		—		—		—		—		945		—			945
Employee stock plan		28		—		—		—		533		—			533
Net loss		—		—		—		—		—		(1,015	)		(1,015	)
Balances as of February 28, 2023		8,819	$	9		1,000	$	1	$	121,149	$	(28,789	)	$	92,370

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

Kura Sushi USA, Inc.

Condensed Statements of Cash Flows

(amounts in thousands)

(Unaudited)


	Six Months Ended
	February 29, 2024			February 28, 2023
Cash flows from operating activities
Net loss	$	(3,045	)	$	(3,103	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		5,381			3,507
Stock-based compensation, net of amounts capitalized		1,972			1,595
Loss on disposal of property and equipment		—			50
Non-cash lease expense		2,262			1,825
Changes in operating assets and liabilities:
Accounts and other receivables		(176	)		(11	)
Inventories		(126	)		(316	)
Due from affiliate		72			149
Prepaid expenses and other current assets		834			(177	)
Deposits and other assets		32			245
Accounts payable		(946	)		(797	)
Accrued expenses and other current liabilities		829			(598	)
Salaries and wages payable		(85	)		(155	)
Operating lease liabilities		(558	)		(242	)
Due to affiliate		(12	)		(278	)
Sales tax payable		(216	)		(17	)
Net cash provided by operating activities		6,218			1,677
Cash flows from investing activities
Payments for property and equipment		(22,845	)		(14,302	)
Payments for initial direct costs		(174	)		(275	)
Payments for purchases of liquor licenses		(120	)		(831	)
Purchases of short-term investments		(3,500	)		—
Redemption of short-term investments		5,999			—
Net cash used in investing activities		(20,640	)		(15,408	)
Cash flows from financing activities
Repayment of principal on finance leases		(44	)		(341	)
Taxes paid on vested restricted stock awards		(368	)		—
Proceeds from exercise of stock options		1,905			584
Net cash provided by financing activities		1,493			243
Decrease in cash and cash equivalents		(12,929	)		(13,488	)
Cash and cash equivalents, beginning of period		69,697			35,782
Cash and cash equivalents, end of period	$	56,768		$	22,294
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	112		$	117
Noncash investing activities
Amounts unpaid for purchases of property and equipment	$	2,394		$	3,752

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

Kura Sushi USA, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

Kura Sushi USA, Inc. is a technology-enabled Japanese restaurant concept that provides guests with a distinctive dining experience by serving authentic Japanese cuisine through an engaging revolving sushi service model, which the Company refers to as the “Kura Experience.” Kura Sushi encourages healthy lifestyles by serving freshly prepared Japanese cuisine using high-quality ingredients that are free from artificial seasonings, sweeteners, colorings, and preservatives. Kura Sushi aims to make quality Japanese cuisine accessible to its guests across the United States through affordable prices and an inviting atmosphere. “Kura Sushi USA,” “Kura Sushi,” “Kura,” “our” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.

Basis of Presentation

The accompanying unaudited condensed financial statements (the “Condensed Financial Statements”) have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. As such, these Condensed Financial Statements should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended August 31, 2023.

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Financial Statements included in the Company’s Annual Report on Form 10‑K for the fiscal year ended August 31, 2023. In the opinion of management, all adjustments necessary to fairly state the Condensed Financial Statements have been made. All such adjustments are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending August 31, 2024 or for any other future annual or interim period.

Fiscal Year

The Company’s fiscal year begins on September 1 and ends on August 31, and references made to “fiscal year 2024” and “fiscal year 2023” refer to the Company’s fiscal years ending August 31, 2024 and ended August 31, 2023, respectively.

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented.

Significant items subject to such estimates include asset retirement obligations, stock-based compensation, the useful lives of assets, the assessment of the recoverability of long-lived assets, and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

Short-Term Investments

Short-term investments consist of certificates of deposits and Treasury bills. The Company considers all highly liquid investments with an original maturity date greater than three months but less than one year as short-term investments. The carrying value of the short-term investments is equivalent to their amortized cost basis. As of February 29, 2024 and August 31, 2023, short-term investments were $6.1 million and $8.5 million, respectively. The certificates of deposits are deposited at Federal Deposit Insurance Corporation (“FDIC”) insured banks. The certificates of deposits are in amounts of $250,000 and deposited in multiple banks to ensure that the entire deposit balance is eligible for FDIC insurance. Certificates of deposits and Treasury bills are classified as available-for-sale debt securities which are measured at fair value with unrealized gains or losses recorded in other comprehensive income (loss). As of February 29, 2024, the Company recorded $76 thousand in unrealized gains on short-term investments in accumulated other comprehensive income (loss), which consisted of $75 thousand in unrealized gains on Treasury bills and $1 thousand in unrealized gains on certificates of deposits. The Company reclassified $41 thousand out of accumulated other comprehensive income into earnings for the period related to maturities of certificates of deposits and a Treasury bill, which consisted

of $41 thousand in realized gains on certificates of deposits and none in realized gains or losses on Treasury bills. The Company determines realized gains or losses on the available-for-sale debt securities on a specific identification method basis. Based on the evaluation of credit risk factors, the Company has concluded that an allowance for credit losses is unnecessary for its short-term investments.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s short-term investments consist of certificates of deposits and Treasury bills that are classified as available-for-sale debt securities which are measured at fair value with unrealized gains or losses recorded in other comprehensive income (loss).

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this update is effective for all public entities for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.

Note 2. Balance Sheet Components

Accounts and Other Receivables


	February 29, 2024		August 31, 2023
	(amounts in thousands)
Lease receivables	$	4,060	$	3,973
Credit card and other receivables		1,287		1,075
Total accounts and other receivables	$	5,347	$	5,048

Property and Equipment - net


	February 29, 2024			August 31, 2023
	(amounts in thousands)
Leasehold improvements	$	90,644		$	75,472
Lease assets		6,271			6,247
Furniture and fixtures		44,690			34,213
Computer equipment		3,380			2,792
Vehicles		220			220
Software		1,017			1,016
Construction in progress		11,220			14,369
Property and equipment – gross		157,442			134,329
Less: accumulated depreciation and amortization		(33,279	)		(27,902	)
Total property and equipment – net	$	124,163		$	106,427

Depreciation and amortization expense for property and equipment was $2.8 million and $1.8 million for the three months ended February 29, 2024 and February 28, 2023, respectively, and was $5.4 million and $3.5 million for the six months ended February 29, 2024 and February 28, 2023, respectively.

Note 3. Leases

The Company has operating and finance leases for its corporate office, restaurant locations, office equipment, kitchen equipment and automobiles. The Company’s finance leases are immaterial. The Company’s leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases.

Lease related costs recognized in the statements of operations and comprehensive income (loss) are as follows:




		Three Months Ended				Six Months Ended
		February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
		(amounts in thousands)
Operating lease cost	Classification
Operating lease cost	Occupancy and related expenses, other costs and general and administrative expenses	$	3,237	$	2,410	$	6,298	$	4,672
Variable lease cost	Occupancy and related expenses, and general and administrative expenses		724		799		1,575		1,444
Total operating lease cost		$	3,961	$	3,209	$	7,873	$	6,116

Supplemental balance sheet information related to leases is as follows:

Operating Leases


	February 29, 2024		August 31, 2023
	(amounts in thousands)
Right-of-use assets	$	112,084	$	103,884

Lease liabilities – current	$	10,376	$	9,225
Lease liabilities – non-current		118,936		110,234
Total lease liabilities	$	129,312	$	119,459



	Six Months Ended
	February 29, 2024			February 28, 2023
Weighted Average Remaining Lease Term (Years)
Operating leases		16.5			16.1

Weighted Average Discount Rate
Operating leases		7.0	%		6.5	%

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


	Six Months Ended
	February 29, 2024		February 28, 2023
	(amounts in thousands)
Operating cash flows paid for operating lease liabilities	$	4,954	$	3,808
Operating right-of-use assets obtained in exchange for new operating lease liabilities	$	11,893	$	11,782

As of February 29, 2024, the Company had an additional $44.8 million of operating leases related to restaurants for which the Company had not yet taken possession. Subsequent to February 29, 2024, 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 after February 29, 2024 is $4.4 million. The operating lease is expected to commence in fiscal year 2024, with a lease term of 15 years.

Maturities of lease liabilities, net of lease receivables, were as follows:


	Operating Leases
	(amounts in thousands)
Remainder of 2024	$	1,928
2025		10,397
2026		11,946
2027		12,535
2028		12,152
Thereafter		171,836
Total lease payments		220,794
Less: imputed interest		(91,482	)
Present value of lease liabilities	$	129,312

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 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 (the “Revolving Credit Agreement”). For additional information, see “Note 6. Debt.”

Balances with Kura Japan are as follows:


	February 29, 2024		August 31, 2023
	(amounts in thousands)
Due from affiliate	$	32	$	104
Due to affiliate	$	355	$	555

Reimbursements and other payments by the Company to Kura Japan were as follows:


	Three Months Ended				Six Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
	(amounts in thousands)
Related party transactions:
Expatriate salaries expense	$	48	$	33	$	91	$	54
Royalty payments		287		220		545		417
Travel and other administrative expenses		—		30		5		30
Purchases of equipment		797		718		1,437		1,456
Total related party transactions	$	1,132	$	1,001	$	2,078	$	1,957

Reimbursements by Kura Japan to the Company were $65 thousand and $26 thousand for the three months ended February 29, 2024 and February 28, 2023, respectively and were $222 thousand and $60 thousand for the six months ended February 29, 2024 and February 28, 2023, respectively. The reimbursements were primarily for directors and officers liability insurance, travel, professional fees and other administrative expenses.

Note 5. Stock-based Compensation

The following table summarizes the stock option activity under the Company’s 2018 Incentive Compensation Plan, as amended and restated (the “Stock Incentive Plan”):


	Options Outstanding
	Number of Shares Underlying Outstanding Options			Weighted Average Exercise Price Per Share

Outstanding — August 31, 2023		653,395		$	34.25
Granted		16,360		$	72.25
Exercised		(7,241	)	$	15.15
Cancelled/forfeited		(3,816	)	$	56.75
Outstanding — November 30, 2023		658,698		$	35.27
Granted		49,420		$	95.04
Exercised		(64,581	)	$	25.00
Cancelled/forfeited		(6,786	)	$	71.09
Outstanding — February 29, 2024		636,751		$	40.57

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, 2023		31,105	$	69.88
Granted		—		—
Vested		(