Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Nov. 07, 2022 | Feb. 28, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Aug. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | ||
Trading Symbol | KRUS | ||
Security Exchange Name | NASDAQ | ||
Entity Registrant Name | KURA SUSHI USA, INC. | ||
Entity Central Index Key | 0001772177 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity File Number | 001-39012 | ||
Entity Tax Identification Number | 26-3808434 | ||
Entity Address, Address Line One | 17461 Derian Avenue | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Postal Zip Code | 92614 | ||
City Area Code | 657 | ||
Local Phone Number | 333-4100 | ||
Document Annual Report | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Transition Report | false | ||
Entity Public Float | $ 241.9 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement for the 2023 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended August 31, 2022. | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Irvine, CA | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,788,875 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,000,050 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 35,782 | $ 40,430 |
Accounts and other receivables | 2,486 | 2,019 |
Inventories | 1,120 | 733 |
Due from affiliate | 156 | 329 |
Prepaid expenses and other current assets | 2,852 | 13,957 |
Total current assets | 42,396 | 57,468 |
Non-current assets: | ||
Property and equipment – net | 75,590 | 53,885 |
Operating lease right-of-use assets | 79,990 | 64,158 |
Deposits and other assets | 3,380 | 2,158 |
Total assets | 201,356 | 177,669 |
Current liabilities: | ||
Accounts payable | 5,559 | 4,920 |
Accrued expenses and other current liabilities | 3,731 | 2,820 |
Salaries and wages payable | 5,955 | 4,612 |
Finance leases – current | 507 | 932 |
Operating lease liabilities – current | 7,992 | 5,650 |
Due to affiliate | 285 | 244 |
Sales tax payable | 1,240 | 869 |
Total current liabilities | 25,269 | 20,047 |
Non-current liabilities: | ||
Finance leases – non-current | 30 | 546 |
Operating lease liabilities – non-current | 82,280 | 65,834 |
Other liabilities | 483 | 398 |
Total liabilities | 108,062 | 86,825 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 1,000 shares authorized, no shares issued or outstanding | ||
Additional paid-in capital | 118,970 | 115,756 |
Accumulated deficit | (25,686) | (24,922) |
Total stockholders' equity | 93,294 | 90,844 |
Total liabilities and stockholders' equity | 201,356 | 177,669 |
Class A | ||
Stockholders' equity: | ||
Common stock | 9 | 9 |
Class B | ||
Stockholders' equity: | ||
Common stock | $ 1 | $ 1 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2022 | Aug. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 8,788,000 | 8,700,000 |
Common stock, shares outstanding | 8,788,000 | 8,700,000 |
Class B | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 1,000,000 | 1,000,000 |
Common stock, shares outstanding | 1,000,000 | 1,000,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Sales | $ 141,089 | $ 64,891 | $ 45,168 |
Restaurant operating costs: | |||
Depreciation and amortization expenses | 5,258 | 4,126 | 2,980 |
Other costs | 17,517 | 10,448 | 6,705 |
Total restaurant operating costs | 119,199 | 58,783 | 49,422 |
General and administrative expenses | 22,289 | 15,701 | 12,064 |
Depreciation and amortization expenses | 355 | 396 | 180 |
Total operating expenses | 141,843 | 74,880 | 61,666 |
Operating loss | (754) | (9,989) | (16,498) |
Other expense (income): | |||
Interest expense | 87 | 220 | 136 |
Interest income | (151) | (20) | (450) |
Loss before income taxes | (690) | (10,189) | (16,184) |
Income tax expense | 74 | 106 | 1,174 |
Net loss | $ (764) | $ (10,295) | $ (17,358) |
Net loss per Class A and Class B shares | |||
Basic | $ (0.08) | $ (1.21) | $ (2.08) |
Diluted | $ (0.08) | $ (1.21) | $ (2.08) |
Weighted average Class A and Class B shares | |||
Basic | 9,719 | 8,528 | 8,338 |
Diluted | 9,719 | 8,528 | 8,338 |
Food and Beverage Costs | |||
Restaurant operating costs: | |||
Cost of goods and services sold | $ 42,510 | $ 20,686 | $ 14,709 |
Labor and Related Costs | |||
Restaurant operating costs: | |||
Cost of goods and services sold | 43,997 | 16,430 | 18,669 |
Occupancy and Related Expenses | |||
Restaurant operating costs: | |||
Cost of goods and services sold | $ 9,917 | $ 7,093 | $ 6,359 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A | Class B | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) |
Beginning balances at Aug. 31, 2018 | $ 21,505 | $ 4 | $ 1 | $ 20,225 | $ 1,275 | ||
Beginning balance, shares at Aug. 31, 2018 | 4,000 | 1,000 | |||||
Stock-based compensation | 590 | 590 | |||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs | 38,630 | $ 3 | 38,627 | ||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs, shares | 3,335 | ||||||
Net income (loss) | 1,456 | 1,456 | |||||
Ending balances at Aug. 31, 2019 | 62,181 | $ 7 | $ 1 | 59,442 | 2,731 | ||
Ending balance, shares at Aug. 31, 2019 | 7,335 | 1,000 | |||||
Stock-based compensation | 860 | 860 | |||||
Exercise stock options | 30 | 30 | |||||
Exercise stock options, shares | 7 | ||||||
Net income (loss) | (17,358) | (17,358) | |||||
Ending balances at Aug. 31, 2020 | 45,713 | $ 7 | $ 1 | 60,332 | (14,627) | ||
Ending balance, shares at Aug. 31, 2020 | 7,342 | 1,000 | |||||
Stock-based compensation | 1,409 | 1,409 | |||||
Exercise stock options | 515 | 515 | |||||
Exercise stock options, shares | 93 | ||||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs | 53,502 | $ 2 | 53,500 | ||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs, shares | 1,265 | ||||||
Net income (loss) | (10,295) | (10,295) | |||||
Ending balances at Aug. 31, 2021 | 90,844 | $ 9 | $ 1 | 115,756 | (24,922) | ||
Ending balance, shares at Aug. 31, 2021 | 8,700 | 1,000 | 8,700 | 1,000 | |||
Stock-based compensation | 2,409 | 2,409 | |||||
Employee stock plan | 959 | 959 | |||||
Employee stock plan, shares | 88 | ||||||
Taxes paid on vested restricted stock awards | 154 | 154 | |||||
Net income (loss) | (764) | (764) | |||||
Ending balances at Aug. 31, 2022 | $ 93,294 | $ 9 | $ 1 | $ 118,970 | $ (25,686) | ||
Ending balance, shares at Aug. 31, 2022 | 8,788 | 1,000 | 8,788 | 1,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (764) | $ (10,295) | $ (17,358) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Depreciation and amortization | 5,613 | 4,522 | 3,160 |
Stock-based compensation | 2,409 | 1,409 | 860 |
Loss on disposal of property and equipment | 12 | 111 | 47 |
Deferred income taxes | 1,121 | ||
Noncash lease expense | 3,192 | 2,663 | 2,326 |
Inventory write-downs | 50 | ||
Changes in operating assets and liabilities: | |||
Accounts and other receivables | (131) | (264) | 629 |
Inventories | (387) | (366) | 122 |
Due from affiliate | 173 | (317) | 214 |
Prepaid expenses and other current assets | 11,496 | (10,946) | (1,320) |
Deposits and other assets | (326) | (61) | (548) |
Accounts payable | (172) | 908 | (614) |
Accrued expenses and other current liabilities | 912 | 2,312 | (1,024) |
Salary and wages payable | 1,343 | 2,827 | 438 |
Operating lease liabilities | (61) | (411) | (714) |
Due to affiliate | 14 | 82 | (35) |
Sales tax payable | 371 | 680 | (358) |
Net cash provided by (used in) operating activities | 23,694 | (7,146) | (13,004) |
Cash flows from investing activities | |||
Payments for property and equipment | (26,766) | (14,076) | (14,400) |
Payments for initial direct costs | (510) | (436) | (319) |
Payments for purchases of liquor licenses | (896) | (156) | (58) |
Net cash used in investing activities | (28,172) | (14,668) | (14,777) |
Cash flows from financing activities | |||
Proceeds from PPP loan | 5,983 | ||
Repayment of PPP loan | (5,983) | ||
Repayment of principal on finance leases | (975) | (1,032) | (1,034) |
Taxes paid on vested restricted stock awards | (154) | ||
Proceeds from stock option exercises | 959 | 515 | 30 |
Proceeds from loan from affiliate | 17,000 | ||
Repayment of loan from affiliate | (17,000) | ||
Proceeds from common stock offering, net of discounts and commissions | 54,108 | ||
Payments of costs related to the follow-on offering | (606) | ||
Net cash (used in) provided by financing activities | (170) | 52,985 | (1,004) |
(Decrease) increase in cash and cash equivalents | (4,648) | 31,171 | (28,785) |
Cash and cash equivalents, beginning of year | 40,430 | 9,259 | 38,044 |
Cash and cash equivalents, end of year | 35,782 | 40,430 | 9,259 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 81 | 8 | |
Cash paid for income taxes (net of refunds) | 206 | 148 | 132 |
Noncash investing activities | |||
Acquisition of finance leases | 34 | 27 | 101 |
Amounts unpaid for purchases of property and equipment | $ 1,933 | $ 1,094 | $ 2,219 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Aug. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1—Organization and Description of Business Kura Sushi USA, Inc. (the “Company”) 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. Offering of Class A Common Stock On July 23, 2021, the Company completed a common stock offering and sold an aggregate of 1,265,000 shares of Class A common stock, including the exercise in full of the underwriters’ option to purchase 165,000 additional shares, at the price of $ 45.00 per share less an underwriting discount of $ 2.48 per share. The Company received aggregate net proceeds of $ 53.5 million after deducting the underwriting discounts and commissions and offering expenses payable by the Company. The Company used a portion of the net proceeds to repay all of the $ 17.0 million borrowings outstanding under the Company’s credit facility with Kura Japan, with the remaining proceeds to be used to support new unit growth, for working capital and general corporate purposes. No payments were made by the Company to directors, officers or persons owning 10 % or more of the Company’s common stock or to their associates, or to the Company’s affiliates. Effects of COVID-19 The negative effects of the COVID-19 pandemic on the Company’s business have been significant. In March 2020, the World Health Organization declared the novel strain of coronavirus COVID-19 a global pandemic. For the past two and one-half years, this contagious virus has continued to spread and has adversely affected workforces, customers, economies, supply chains and financial markets globally. In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in restaurant activity or limited indoor dining capacities during the Company’s previous two fiscal years. COVID-19 and the government measures taken to control it have caused a significant disruption to the Company’s business operation. Since the end of the Company’s fiscal year 2021, and as of the filing date of this Annual Report on Form 10-K, the Company has been able to operate all of its restaurants with no government restrictions on indoor dining capacity. In response to the ongoing COVID-19 pandemic, the Company has prioritized taking steps to protect the health and safety of our employees and customers. The Company has maintained cleaning and sanitizing protocols for its restaurants and has implemented additional training and operational manuals for its restaurant employees, as well as increased handwashing procedures. Consistent with our long-term growth strategy, the Company expects to continue to open new restaurants in locations where it believes such restaurants have the potential to achieve profitability. The future sales levels of the Company’s restaurants and its ability to implement its growth strategy, however, remain highly uncertain, as the full impact and duration of the COVID-19 pandemic continues to evolve as of the filing date of this Annual Report on Form 10-K. It is possible that renewed outbreaks, increases in cases and/or new variants of the virus, either as part of a national trend or on a more localized basis, could result in additional COVID-19 related restrictions including capacity restrictions, or otherwise limit the Company’s dine-in services, or negatively affect consumer demand. Recent Events Concerning the Company’s Financial Position Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria through the fiscal year ended August 31, 2021. The Company recognized $ 10.3 million of employee retention credits during fiscal year 2021 of which $ 9.3 million was included in labor and related costs and $ 1.0 million was included in general and administrative expenses in the statements of operations. As of August 31, 2021, the Company had recognized and filed for refunds the amount of $ 12.0 million of employee retention credits. During fiscal year 2022, the Company received all of the refunds except $ 34 thousand. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s fiscal year begins on September 1 and ends on August 31 and references made to “fiscal year 2022”, “fiscal year 2021” and “fiscal year 2020” refer to the Company’s fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents with financial institutions and, at times, the balance may exceed the Federal Deposit Insurance Corporation federally insured limits. The Company has never experienced any losses related to these balances. Concentration of Significant Suppliers The Company relies on third parties for specified food products and supplies. In instances where these parties fail to perform their obligations, the Company may be unable to find alternative suppliers. The Company is subject to supplier concentration risk as JFC International Inc., a subsidiary of Kikkoman Corporation and the Company’s largest supplier, accounted for 52 % , 58 % , and 59 % of total food and beverage costs for fiscal years 2022, 2021, and 2020, respectively. The Company’s spend with Wismettac Asian Foods, Inc. was 25 % of total food and beverage cost for fiscal years 2022 and 27 % for fiscal years 2021 and 2020 . Segment Information Management has determined that the Company has one operating segment and therefore one reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial performance and allocates resources. All of the Company’s sales are derived in the United States of America. Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on hand, deposits with banks, money market funds and term deposits. As of August 31, 2022 and August 31, 2021, cash and cash equivalents were $ 35.8 and $ 40.4 million , respectively. Due to the short-term maturities and their relatively low interest rates, the carrying value of the money market funds approximates their fair value. Cash and cash equivalents are maintained at financial institutions with strong credit ratings. The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Accounts and Other Receivables Accounts and other receivables consist primarily of receivables from landlords for tenant allowances and credit card receivables. The Company does not extend credit to guests and thus does not have credit risk from guests. Accounts and other receivables balances are stated at the amounts management expects to collect from balances outstanding at fiscal year-end, and no allowance for doubtful accounts is recorded as of August 31, 2022 and August 31, 2021 . Inventories Inventories consist of food and beverages and are stated at the lower of cost or net realizable value, with cost determined on an average cost basis. Property and Equipment Property and equipment consists of computer equipment, vehicles, software, furniture and fixtures, equipment, leasehold improvements and leased assets. Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or estimated life of the improvements. The following table represents the various types of property and equipment and their respective useful lives: Property and Equipment Useful Life Computer equipment 3 – 5 years Vehicles 5 years Software 5 years Furniture, fixtures and equipment 5 - 10 years Leasehold improvements Shorter of useful life or remaining lease term Lease assets Fixed lease term Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. If an impairment loss has occurred, a charge is recorded to reduce the carrying amount of the asset to its estimated fair value. Liquor Licenses Liquor licenses are deemed to have indefinite useful lives and are subject to annual impairment testing. Liquor licenses are included in deposits and other assets in the accompanying balance sheets. Asset Retirement Obligations Asset retirement obligations (“ARO”) represents the estimated present value of future expenses the Company expects to incur at the end of a lease to restore the location to its original condition. The ARO is recorded as a liability at its estimated present value at inception with an offsetting increase in the carrying amount of the related property and equipment in the accompanying balance sheet. Periodic accretion of the discount of the estimated liability is recorded as interest expense in the accompanying statements of operations. Asset retirement obligations are amortized on a straight-line basis over the shorter of the remaining lease term or estimated life of the leasehold improvements. The Company’s ARO liability is $ 0.5 million and $ 0.4 million as of August 31, 2022 and August 31, 2021 , respectively and is included in other liabilities in the accompanying balance sheets. Impairment of Long-lived Assets The Company assesses potential impairments of its long-lived assets, which includes property and equipment and operating lease right-of-use assets, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360—Property, Plant and Equipment. An impairment test is performed on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level. Assets are grouped at the individual restaurant level for purposes of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted forecasted restaurant cash flows expected to be generated by the asset group. Factors considered by the Company in estimating future cash flows include but are not limited to: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets; and significant negative industry or economic trends. The estimated undiscounted forecasted cash flows include assumptions made by management regarding certain items such as revenue, food and beverage costs, labor costs, occupancy costs, and other restaurant operating costs and therefore are subject to uncertainty as the Company’s actual results may differ from its estimates. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. The assumptions and estimated undiscounted forecasted cash flows used in the estimate have not changed materially during the year, and no impairment loss was recognized during fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 . Income Taxes The provision for income taxes, income taxes payable, and deferred income taxes are determined using the asset and liability method. Deferred income tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income. Income tax expense or benefit is the income tax payable or refundable for the period, plus or minus the change during the period to deferred income tax assets and liabilities. The Company regularly evaluates the likelihood of realizing the benefit for income tax positions it has taken in federal and state filings by considering all facts, circumstances, and information available. For those benefits that the Company believes it is more likely than not will be sustained, it recognizes the largest amount it believes is cumulatively greater than 50 % likely to be realized. Revenue Recognition Revenue from sales is recognized when food and beverages are sold to customers. Sales are presented net of discounts and sales taxes collected from customers. Sales Taxes Sales taxes are imposed by state, county, and city governmental authorities, collected from customers and remitted to the appropriate governmental agency. The Company’s policy is to record the sales taxes collected as a liability on the books and then remove the liability when the sales tax is remitted. There is no impact on the statements of operations as restaurant sales are recorded net of sales tax. Operating and Finance Leases At inception of a contract, the Company assesses whether the contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by the Company. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). The Company has operating and finance leases for its corporate office, restaurant locations, office equipment, kitchen equipment and automobiles. The leases have remaining lease terms of less than 1 year to 20 years , some of which include options to extend the leases. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options is reasonably assured at the inception of the lease. Operating leases are accounted for on the balance sheet with the right-of-use (“ROU”) assets and lease liabilities recognized in “Operating lease right-of-use assets,” “Operating lease liabilities - current” and “Operating lease liabilities - noncurrent” on the balance sheet, respectively. Finance leases are accounted for on the balance sheet with ROU assets and lease liabilities recognized in “Property and equipment – net,” “Finance lease - current” and “Finance lease - noncurrent” on the balance sheet, respectively. Lease assets and liabilities are recognized at the lease commencement date. All lease liabilities are measured at the present value of the lease payments not yet paid. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates corresponding to the maturities of the leases. As the Company has no outstanding debt, it estimates this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid or deferred rent, and lease incentives. The operating lease ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for initial direct costs, prepaid or accrued lease payments, and lease incentives. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in “Depreciation and amortization expense” on the statement of operations. The Company accounts for lease and non-lease components as a single component for its entire population of operating lease assets. The Company recognizes the short-term lease exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and twelve months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the balance sheet. The Company recognizes expense for these leases on a straight-line basis over the lease term. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, such as common area maintenance, insurance and real estate taxes, which are recognized when the associated activity occurs. Additionally, contingent rental payments based on sales thresholds for certain of its restaurants are accrued based on estimated sales. Other Costs Other costs in restaurant operating costs in the accompanying statements of operations include utilities, repairs and maintenance, credit card fees, royalty payments, stock-based compensation for restaurant-level employees, and other restaurant-level expenses. The Company incurred $ 17.5 million , $ 10.4 million and $ 6.7 million in other costs for the fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. Advertising Costs Advertising costs are expensed as incurred and are included in other costs in the accompanying statements of operations. The Company incurred $ 1.3 million , $ 0.6 million and $ 0.3 million in advertising expenses for the fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Observable inputs other than Level 1 prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The Company’s financial statements include cash and cash equivalents, accounts and other receivables, accounts payable, accrued expenses and other current liabilities, and salaries and wages payable for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of payments due to or from Kura Japan is not determinable due to its related-party nature. Stock-based Compensation Stock-based compensation consists of stock options and restricted stock awards issued to employees and non-employees. The Company measures and recognizes stock-based compensation based on the grant date fair value of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model and is impacted by the fair value of the Company’s common stock, as well as changes in assumptions regarding certain subjective variables. These variables include, but are not limited to, the expected common stock price volatility over the term of the stock option awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. The fair value of restricted stock awards is based on the closing market price of the Company’s stock on the date of grant. Forfeitures are recognized as they occur. For stock options that are based on a service requirement, the cost is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. Stock options granted in fiscal years 2022 and 2021 have vesting periods ranging from 12 months to 48 months . The majority of stock options granted in fiscal year 2020 have a vesting period ranging from 9 months to 46 months . Each award expires on such date as shall be determined at the date of grant; however, the maximum contractual term of options to acquire common stock is ten years after the initial date of the award. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is the same as net income (loss) for all periods presented. Therefore, a separate statement of comprehensive income (loss) is not included in the accompanying financial statements. Loss Per Share Loss per share is calculated by dividing net loss by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted loss per share assumes the conversion, exercise or issuance of all potential dilutive common stock equivalents outstanding for the period. For the purposes of this calculation, options are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Diluted loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Recently Issued Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which provides guidance on disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. ASU 2021-10 is effective for the Company beginning in fiscal year 2023. The Company is currently in the process of evaluating the effects of this pronouncement on its financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The Company adopted this update effective September 1, 2021. The adoption of this update did not impact the consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Aug. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3—Balance Sheet Components Accounts and Other Receivables Accounts and other receivables as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Lease receivables $ 1,767 $ 1,431 Credit card and other receivables 719 588 Total accounts and other receivables $ 2,486 $ 2,019 Inventories Inventories as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Food $ 1,003 $ 659 Beverages 117 74 Total inventories $ 1,120 $ 733 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Employee retention credit $ 34 $ 12,007 Prepaid expenses 2,588 1,732 Other current assets 230 218 Total prepaid expenses and other $ 2,852 $ 13,957 Property and Equipment, net Property and equipment, net as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Leasehold improvements $ 56,668 $ 43,181 Lease assets 6,166 6,128 Furniture, fixtures and equipment 21,759 13,324 Computer equipment 1,307 905 Vehicles 159 110 Software 921 773 Construction in progress 8,666 3,907 Property and equipment – gross 95,646 68,328 Less: accumulated depreciation and ( 20,056 ) ( 14,443 ) Total property and equipment – net $ 75,590 $ 53,885 Depreciation and amortization expense for property and equipment was $ 5.6 million , $ 4.5 million and $ 3.2 million for the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020, respectively. For amortization expense related to leased assets for the fiscal years ended August 31, 2022 and August 31, 2021, please see “Note 4. Leases.” Deposits and Other Assets Deposits and other assets, as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Deposits $ 1,632 $ 1,306 Liquor license 1,748 852 Total deposits and other assets $ 3,380 $ 2,158 |
Leases
Leases | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 4—Leases Lease related costs recognized in the statements of operations for fiscal years 2022 and 2021 are as follows: Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Finance lease cost Classification Amortization of right-of-use assets Depreciation and amortization expense $ 570 $ 600 Interest on lease liabilities Interest expense 41 84 Total finance lease cost $ 611 $ 684 Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Operating lease cost Classification Operating lease cost Occupancy and related expenses, and general and administrative expenses $ 7,859 $ 6,280 Variable lease cost Occupancy and related expenses, and general and administrative expenses 2,181 1,166 Total operating lease cost $ 10,040 $ 7,446 Supplemental balance sheet information related to leases is as follows: Operating Leases As of August 31, 2022 2021 (amounts in thousands) Right-of-use assets $ 79,990 $ 64,158 Lease liabilities – current $ 7,992 $ 5,650 Lease liabilities – non-current 82,280 65,834 Total lease liabilities $ 90,272 $ 71,484 Finance Lease Assets, net As of August 31, 2022 2021 (amounts in thousands) Property and equipment $ 6,166 $ 6,128 Accumulated depreciation ( 3,348 ) ( 2,778 ) Total property and equipment – net $ 2,818 $ 3,350 Finance Leases Liabilities As of August 31, 2022 2021 (amounts in thousands) Finance lease – current $ 507 $ 932 Finance lease – non-current 30 546 Total finance lease liabilities $ 537 $ 1,478 As of August 31, 2022 2021 Weighted Average Remaining Lease Term (Years) Operating leases 16.1 16.4 Finance leases 0.8 1.5 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % Finance leases 4.7 % 4.5 % Supplemental disclosures of cash flow information related to leases are as follows: Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Operating cash flows paid for operating lease liabilities $ 6,484 $ 4,647 Operating right-of-use assets obtained in exchange $ 20,296 $ 11,566 As of August 31, 2022 , the Company has additional operating leases related to restaurants of which the Company has not yet taken possession of $ 45.7 million. These operating leases will commence in fiscal year 2023 with lease terms of 15 to 25 years . Subsequent to August 31, 2022, the Company entered into additional operating leases related to restaurants of which the Company has not yet taken possession. The lease liabilities associated with the leases are $ 9.3 million. The operating leases are expected to commence in fiscal years 2023 and 2024 with lease terms of 15 to 20 years . Lease expense wa s $ 10.0 million and $ 7.2 million, i ncluding contingent rent expenses of $ 0.4 million and $ 0.1 million for the fiscal years ended August 31, 2022 and August 31, 2021, respectively. Maturities of lease liabilities are as follows as of August 31, 2022: Operating Leases Finance Leases (amounts in thousands) 2023 $ 6,006 $ 503 2024 7,956 36 2025 8,507 7 2026 8,438 — 2027 8,238 — Thereafter 106,517 — Total lease payments 145,662 546 Less: imputed interest ( 55,390 ) ( 9 ) Present value of lease liabilities $ 90,272 $ 537 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Kura Sushi, Inc. (“Kura Japan”) is the majority stakeholder 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 statement of operations. Purchases of equipment from Kura Japan are included in property and equipment in the accompanying balance sheets. In August 2019, the Company entered into an Amended and Restated Exclusive License Agreement (the “License Agreement”) with Kura Japan. Pursuant to the License Agreement, the Company pays Kura Japan a royalty fee of 0.5 % of the Company’s net sales in exchange for an exclusive, royalty-bearing license for use of certain of Kura Japan’s intellectual property rights, including, but not limited to, Kura Japan’s trademarks “Kura Sushi” and “Kura Revolving Sushi Bar,” and patents for a food management system and the Mr. Fresh protective dome, among other intellectual property rights necessary to continue operation of the Company’s restaurants. Royalty payments to Kura Japan are included in other costs at the restaurant-level in the accompanying statements of operations. On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, which was subsequently amended on September 2, 2020 and April 9, 2021, to provide the Company a line of credit of $ 45.0 million. For additional information, see “Note 8 - Debt.” Balances with Kura Japan as of August 31, 2022 and August 31, 2021 are as follows: As of August 31, 2022 2021 (amounts in thousands) Due from affiliate $ 156 $ 329 Due to affiliate $ 285 $ 244 Reimbursements and other payments by the Company to Kura Japan for fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Related party transactions: Purchases of administrative supplies $ — $ 90 $ 53 Expatriate salaries expense 151 133 141 Royalty payments 708 325 226 Travel and other administrative expenses 9 63 73 Purchases of equipment 1,449 1,173 1,129 Interest expense — 98 — Total related party transactions $ 2,317 $ 1,882 $ 1,622 Reimbursements by Kura Japan to the Company were $ 0.2 million, $ 0.3 million, and $ 0.1 million for fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 , respectively. The reimbursements were primarily for D&O insurance and other administrative expenses. |
Incentive Compensation Plan
Incentive Compensation Plan | 12 Months Ended |
Aug. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Incentive Compensation Plan | Note 6—Incentive Compensation Plan The Company has a 2018 Incentive Compensation Plan (the “Stock Incentive Plan”), as amended. Under the Stock Incentive Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards in the form of shares and cash. Stock options granted under the Stock Incentive Plan include both incentive stock options and non-qualified stock options. This plan authorizes 1,350,000 shares to be granted. Activity under the Stock Incentive Plan is as follows: Options Outstanding Number of Weighted Weighted Aggregate (amounts in Outstanding—August 31, 2019 405,302 $ 4.46 8.8 $ 8,353 Options granted 157,539 22.08 Options exercised ( 7,012 ) 4.26 Options canceled/forfeited ( 24,082 ) 8.26 Outstanding—August 31, 2020 531,747 $ 9.51 8.3 $ 1,441 Options granted 221,260 29.60 Options exercised ( 93,378 ) 5.52 Options canceled/forfeited ( 34,251 ) 10.99 Outstanding—August 31, 2021 625,378 $ 17.13 4.9 $ 21,060 Options granted 227,596 51.24 Options exercised ( 81,742 ) 11.74 Options canceled/forfeited ( 95,290 ) 32.41 Outstanding—August 31, 2022 675,942 $ 27.12 7.7 $ 32,290 Options exercisable 356,857 $ 12.28 6.6 $ 22,295 Stock-based compensation related to the stock options issued under the Stock Incentive Plan was $ 2.4 million , $ 1.4 million , and $ 0.9 million for the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 respectively, and is included in restaurant operating costs and general and administrative expenses on the accompanying statements of operations. The total intrinsic value of stock options exercised during fiscal year 2022 was $ 4.8 million. The Company issued 7 thousand and 1.5 thousand restricted stock awards during fiscal year 2021 and 2022, respectively. Stock-based compensation expense related to restricted stock awards was $ 0.1 million during each of the fiscal years 2021 and 2022. No restricted stock awards were issued during the fiscal year 2020. The total fair value of options vested was $ 1.7 million, $ 0.7 million, and $ 0.6 million for the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020, respectively. As of August 31, 2022 , unrecognized stock-based compensation of $ 8.0 million related to unvested stock options is expected to be recognized on a straight-line basis over a weighted average period of 2.9 years. Stock-based Compensation Expense Stock-based compensation for restaurant-level employees is included in other costs and stock-based compensation for corporate-level employees is included in general and administrative expenses in the statements of operations. The total stock-based compensation recognized under the Stock Incentive Plan in the statements of operations is as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Other costs $ 297 $ 118 $ 86 General and administrative expenses 2,112 1,291 774 Total stock-based compensation $ 2,409 $ 1,409 $ 860 Determination of Fair Value For the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020, the fair value of stock options was estimated on the grant date using the Black-Scholes valuation model with the following assumptions: Fiscal Years Ended August 31, 2022 2021 2020 Expected term (in years) 5.50 - 6.11 5.50 - 6.11 5.23 - 5.98 Expected volatility 62.3 % - 63.7 % 61.7 % - 62.7 % 48 % - 58.5 % Risk-free interest rate 1.23 % - 3.19 % 0.47 % - 1.16 % 0.40 % - 1.67 % Dividend rate — — — Weighted average grant date fair value $ 29.54 $ 16.66 $ 11.01 Expected Term - The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected Volatility - Since the Company does not have a trading history of its common stock equivalent to the expected term of the stock option grants, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its business over a period equivalent to the expected term of the stock option grants. Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term. Dividend Rate - The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so. Fair Value of Common Stock - The fair value of common stock is based on the closing price of the Company’s common stock, as reported on The Nasdaq Global Market. |
Kura Sushi USA Inc. 401(k) Plan
Kura Sushi USA Inc. 401(k) Plan | 12 Months Ended |
Aug. 31, 2022 | |
Defined Contribution Plan [Abstract] | |
Kura Sushi USA, Inc. 401(k) Plan | Note 7—Kura Sushi USA, Inc. 401(k) Plan The Company maintains the Kura Sushi USA, Inc. 401(k) Plan (the “Plan”). The Plan covers all employees, subject to certain eligibility requirements. Starting in fiscal year 2022, the Company makes matching contributions which vest immediately, equal to 100 % of each eligible participant’s salary deferrals that do not exceed 3 % of compensation, plus 50 % of each eligible participant’s salary deferrals between 3 % and 5 % of compensation. For fiscal year 2022, the Company made matching Plan contributions of $ 152 thousand. |
Debt
Debt | 12 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 8—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 fixed at 130 % of the Annual Compounding Long-Term Applicable Federal Rate (“AFR”) on the date such advance is made. The AFR as of August 31, 2022 was 4.37 %. There are no financial covenants under the Revolving Credit Agreement with which the Company must comply. During fiscal year 2021, the Company borrowed and repaid $ 17.0 million under the revolving credit line. During fiscal year 2022 , the Company had no borrowings under the revolving credit line. As of August 31, 2022 , the Company had no outstanding balance on the revolving credit line and had $ 45.0 million of availability remaining under the Revolving Credit Agreement. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 9—Loss Per Share The net loss per share attributable to common stockholder is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income for the year has been distributed. As the liquidation and dividend rights for Class A and Class B common stock are identical, the net loss attributable to common stockholder is allocated on a proportionate basis. The following table sets forth the computation of the Company’s basic and diluted net loss per share: Fiscal Years Ended August 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B (amounts in thousands, except per share data) Net loss $ ( 685 ) $ ( 79 ) $ ( 9,088 ) $ ( 1,207 ) $ ( 15,276 ) $ ( 2,082 ) Weighted average common shares outstanding – basic 8,719 1,000 7,528 1,000 7,338 1,000 Dilutive effect of stock-based awards — — — — — — Weighted average common shares outstanding – diluted 8,719 1,000 7,528 1,000 7,338 1,000 Net loss per share – basic $ ( 0.08 ) $ ( 0.08 ) $ ( 1.21 ) $ ( 1.21 ) $ ( 2.08 ) $ ( 2.08 ) Net loss per share – diluted $ ( 0.08 ) $ ( 0.08 ) $ ( 1.21 ) $ ( 1.21 ) $ ( 2.08 ) $ ( 2.08 ) The Company computes basic loss per common share using net loss and the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed using net loss and the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include dilutive outstanding employee stock options. For the fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020, there were 677 thousand , 625 thousand and 532 thousand outstanding employee stock options, respectively, that were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10—Commitments and Contingencies On May 31, 2019, a putative class action complaint was filed by a former employee, Brandy Gomes, in Los Angeles County Superior Court, alleging violations of California wage and hour laws. On July 9, 2020, plaintiff’s counsel filed a first amended class action complaint to add Jamar Spencer, another former employee, as a plaintiff to this action. In addition, the first amended class action complaint added new causes of action alleging violations of California wage and hour laws including a cause of action brought under the California Private Attorney General Act. On August 7, 2020, the Company filed its answer to the first amended complaint, generally denying the allegations in the complaint. In May 2021, a joint stipulation was filed requesting a delay in the class certification hearing date to March 3, 2022, and a mediation was scheduled for September 24, 2021. During the mediation, a settlement was agreed upon in the amount of $ 1.75 million. The Company recorded an accrued liability of $ 1.78 million, including an estimated $ 30 thousand in employer payroll taxes, related to this settlement within general and administrative expenses in the statements of operations during the fiscal year ended August 31, 2021. The court granted preliminary approval of the settlement on July 8, 2022. A hearing to seek final approval of the settlement is scheduled on November 18, 2022. The Company is involved from time to time in various legal proceedings that arise in the ordinary course of business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions including acquisitions and divestitures. In the opinion of management, the Company does not believe that such litigation, claims, and administrative proceedings, excluding the putative class action matter referenced above, will have a material adverse effect on its business, financial position, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims, including the putative class action referenced above, could materially and adversely affect its business, financial condition, results of operations or cash flows. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The components of loss before provision for income taxes are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) US $ ( 690 ) $ ( 10,189 ) $ ( 16,184 ) Total $ ( 690 ) $ ( 10,189 ) $ ( 16,184 ) The components of the provision for income taxes are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Current: Federal $ — $ — $ — State 74 106 53 Total current 74 106 53 Deferred: Federal — — 1,047 State — — 74 Total deferred — — 1,121 Total $ 74 $ 106 $ 1,174 The Company had an effective tax rate of ( 10.7 %), ( 1.0 )% and ( 7.3 )% for the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 , respectively. The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows: Fiscal Years Ended August 31, 2022 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Employer tip credit 125.8 3.8 0.9 Stock-based compensation 29.7 ( 0.2 ) ( 0.8 ) Change in valuation allowance ( 186.1 ) ( 24.7 ) ( 28.3 ) Other items 3.7 ( 0.1 ) 0.5 State tax, net of federal benefit ( 4.8 ) ( 0.8 ) ( 0.6 ) Effective tax rate ( 10.7 )% ( 1.0 )% ( 7.3 )% The Company recorded an income tax provision for the years ended August 31, 2022, 2021 and 2020 of $ 74 thousand , $ 0.1 million , and $ 1.2 million, respectively. The primary difference between the effective tax rate and the federal statutory tax rate relates to the recognition of valuation allowance against deferred tax assets, federal tax liabilities offset by employer tip credits, and non-deductible stock-based compensation. The deferred income taxes reflect the tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: As of August 31, 2022 2021 (amounts in thousands) Deferred tax assets: NOL carryover $ 7,047 $ 7,324 General business credit 3,595 2,496 Lease liabilities 24,095 18,807 State tax deduction 25 22 Other 1,127 1,089 Gross deferred tax assets 35,889 29,738 Deferred tax liabilities: Basis difference on fixed assets ( 4,810 ) ( 4,477 ) Right-of-use assets ( 21,353 ) ( 16,880 ) Gross deferred tax liabilities ( 26,163 ) ( 21,357 ) Valuation allowance ( 9,726 ) ( 8,381 ) Net deferred tax $ — $ — As of August 31, 2022, the Company has U.S. federal net operating loss (“NOL”) carryover of $ 28.4 million and federal tax credit carryover of $ 3.6 million . If not utilized, $ 25.7 million of the federal NOL can be carried forward indefinitely, and the remainder will begin to expire in the fiscal year ending August 31, 2032 . The federal tax credit will begin to expire in the fiscal year ending August 31, 2032 . Utilization of the Company’s NOL and federal tax credit carryover may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. The Company has no t recorded any unrecognized tax benefits as of August 31, 2022. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain positions. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as income tax expense. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. During the fiscal year ended August 31, 2022, the adverse effects of the COVID-19 pandemic have caused the Company to continue the need for valuation allowances against deferred tax assets. As a result, the Company determined that it is not more likely than not that it will generate sufficient future U.S. taxable income to realize its deferred tax assets and, therefore, recorded valuation allowances against the net deferred tax assets. The total amount of the valuation allowance was $ 9.7 million. On December 27, 2020, Congress passed, and the President signed into law, the Consolidated Appropriations Act, 2021 (the “Act”), which includes certain business tax provisions. The Act did not have a material impact on the Company’s effective tax rate or income tax expense for the fiscal year ended August 31, 2021. On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. The ARP did not have a material impact on the Company’s effective tax rate or income tax expense for the fiscal year ended August 31, 2021. On August 16, 2022, Congress passed, and the President signed into law, the Inflation Reduction Act (the “IRA”), which includes certain business tax provisions. The IRA did not have a material impact on the Company’s effective tax rate or income tax expense for the fiscal year ended August 31, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Offering of Class A Common Stock | Offering of Class A Common Stock On July 23, 2021, the Company completed a common stock offering and sold an aggregate of 1,265,000 shares of Class A common stock, including the exercise in full of the underwriters’ option to purchase 165,000 additional shares, at the price of $ 45.00 per share less an underwriting discount of $ 2.48 per share. The Company received aggregate net proceeds of $ 53.5 million after deducting the underwriting discounts and commissions and offering expenses payable by the Company. The Company used a portion of the net proceeds to repay all of the $ 17.0 million borrowings outstanding under the Company’s credit facility with Kura Japan, with the remaining proceeds to be used to support new unit growth, for working capital and general corporate purposes. No payments were made by the Company to directors, officers or persons owning 10 % or more of the Company’s common stock or to their associates, or to the Company’s affiliates. |
Effects of COVID-19 | Effects of COVID-19 The negative effects of the COVID-19 pandemic on the Company’s business have been significant. In March 2020, the World Health Organization declared the novel strain of coronavirus COVID-19 a global pandemic. For the past two and one-half years, this contagious virus has continued to spread and has adversely affected workforces, customers, economies, supply chains and financial markets globally. In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in restaurant activity or limited indoor dining capacities during the Company’s previous two fiscal years. COVID-19 and the government measures taken to control it have caused a significant disruption to the Company’s business operation. Since the end of the Company’s fiscal year 2021, and as of the filing date of this Annual Report on Form 10-K, the Company has been able to operate all of its restaurants with no government restrictions on indoor dining capacity. In response to the ongoing COVID-19 pandemic, the Company has prioritized taking steps to protect the health and safety of our employees and customers. The Company has maintained cleaning and sanitizing protocols for its restaurants and has implemented additional training and operational manuals for its restaurant employees, as well as increased handwashing procedures. Consistent with our long-term growth strategy, the Company expects to continue to open new restaurants in locations where it believes such restaurants have the potential to achieve profitability. The future sales levels of the Company’s restaurants and its ability to implement its growth strategy, however, remain highly uncertain, as the full impact and duration of the COVID-19 pandemic continues to evolve as of the filing date of this Annual Report on Form 10-K. It is possible that renewed outbreaks, increases in cases and/or new variants of the virus, either as part of a national trend or on a more localized basis, could result in additional COVID-19 related restrictions including capacity restrictions, or otherwise limit the Company’s dine-in services, or negatively affect consumer demand. |
Recent Events Concerning the Company's Financial Position | Recent Events Concerning the Company’s Financial Position Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria through the fiscal year ended August 31, 2021. The Company recognized $ 10.3 million of employee retention credits during fiscal year 2021 of which $ 9.3 million was included in labor and related costs and $ 1.0 million was included in general and administrative expenses in the statements of operations. As of August 31, 2021, the Company had recognized and filed for refunds the amount of $ 12.0 million of employee retention credits. During fiscal year 2022, the Company received all of the refunds except $ 34 thousand. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s fiscal year begins on September 1 and ends on August 31 and references made to “fiscal year 2022”, “fiscal year 2021” and “fiscal year 2020” refer to the Company’s fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents with financial institutions and, at times, the balance may exceed the Federal Deposit Insurance Corporation federally insured limits. The Company has never experienced any losses related to these balances. |
Concentration of Significant Suppliers | Concentration of Significant Suppliers The Company relies on third parties for specified food products and supplies. In instances where these parties fail to perform their obligations, the Company may be unable to find alternative suppliers. The Company is subject to supplier concentration risk as JFC International Inc., a subsidiary of Kikkoman Corporation and the Company’s largest supplier, accounted for 52 % , 58 % , and 59 % of total food and beverage costs for fiscal years 2022, 2021, and 2020, respectively. The Company’s spend with Wismettac Asian Foods, Inc. was 25 % of total food and beverage cost for fiscal years 2022 and 27 % for fiscal years 2021 and 2020 . |
Segment Information | Segment Information Management has determined that the Company has one operating segment and therefore one reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial performance and allocates resources. All of the Company’s sales are derived in the United States of America. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on hand, deposits with banks, money market funds and term deposits. As of August 31, 2022 and August 31, 2021, cash and cash equivalents were $ 35.8 and $ 40.4 million , respectively. Due to the short-term maturities and their relatively low interest rates, the carrying value of the money market funds approximates their fair value. Cash and cash equivalents are maintained at financial institutions with strong credit ratings. The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. |
Accounts and Other Receivables | Accounts and Other Receivables Accounts and other receivables consist primarily of receivables from landlords for tenant allowances and credit card receivables. The Company does not extend credit to guests and thus does not have credit risk from guests. Accounts and other receivables balances are stated at the amounts management expects to collect from balances outstanding at fiscal year-end, and no allowance for doubtful accounts is recorded as of August 31, 2022 and August 31, 2021 . |
Inventories | Inventories Inventories consist of food and beverages and are stated at the lower of cost or net realizable value, with cost determined on an average cost basis. |
Property and Equipment | Property and Equipment Property and equipment consists of computer equipment, vehicles, software, furniture and fixtures, equipment, leasehold improvements and leased assets. Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining lease term or estimated life of the improvements. The following table represents the various types of property and equipment and their respective useful lives: Property and Equipment Useful Life Computer equipment 3 – 5 years Vehicles 5 years Software 5 years Furniture, fixtures and equipment 5 - 10 years Leasehold improvements Shorter of useful life or remaining lease term Lease assets Fixed lease term Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. If an impairment loss has occurred, a charge is recorded to reduce the carrying amount of the asset to its estimated fair value. |
Liquor Licenses | Liquor Licenses Liquor licenses are deemed to have indefinite useful lives and are subject to annual impairment testing. Liquor licenses are included in deposits and other assets in the accompanying balance sheets. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“ARO”) represents the estimated present value of future expenses the Company expects to incur at the end of a lease to restore the location to its original condition. The ARO is recorded as a liability at its estimated present value at inception with an offsetting increase in the carrying amount of the related property and equipment in the accompanying balance sheet. Periodic accretion of the discount of the estimated liability is recorded as interest expense in the accompanying statements of operations. Asset retirement obligations are amortized on a straight-line basis over the shorter of the remaining lease term or estimated life of the leasehold improvements. The Company’s ARO liability is $ 0.5 million and $ 0.4 million as of August 31, 2022 and August 31, 2021 , respectively and is included in other liabilities in the accompanying balance sheets. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company assesses potential impairments of its long-lived assets, which includes property and equipment and operating lease right-of-use assets, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360—Property, Plant and Equipment. An impairment test is performed on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level. Assets are grouped at the individual restaurant level for purposes of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted forecasted restaurant cash flows expected to be generated by the asset group. Factors considered by the Company in estimating future cash flows include but are not limited to: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets; and significant negative industry or economic trends. The estimated undiscounted forecasted cash flows include assumptions made by management regarding certain items such as revenue, food and beverage costs, labor costs, occupancy costs, and other restaurant operating costs and therefore are subject to uncertainty as the Company’s actual results may differ from its estimates. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. The assumptions and estimated undiscounted forecasted cash flows used in the estimate have not changed materially during the year, and no impairment loss was recognized during fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 . |
Income Taxes | Income Taxes The provision for income taxes, income taxes payable, and deferred income taxes are determined using the asset and liability method. Deferred income tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income. Income tax expense or benefit is the income tax payable or refundable for the period, plus or minus the change during the period to deferred income tax assets and liabilities. The Company regularly evaluates the likelihood of realizing the benefit for income tax positions it has taken in federal and state filings by considering all facts, circumstances, and information available. For those benefits that the Company believes it is more likely than not will be sustained, it recognizes the largest amount it believes is cumulatively greater than 50 % likely to be realized. |
Revenue Recognition | Revenue Recognition Revenue from sales is recognized when food and beverages are sold to customers. Sales are presented net of discounts and sales taxes collected from customers. |
Sales Taxes | Sales Taxes Sales taxes are imposed by state, county, and city governmental authorities, collected from customers and remitted to the appropriate governmental agency. The Company’s policy is to record the sales taxes collected as a liability on the books and then remove the liability when the sales tax is remitted. There is no impact on the statements of operations as restaurant sales are recorded net of sales tax. |
Operating and Finance Leases | Operating and Finance Leases At inception of a contract, the Company assesses whether the contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by the Company. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). The Company has operating and finance leases for its corporate office, restaurant locations, office equipment, kitchen equipment and automobiles. The leases have remaining lease terms of less than 1 year to 20 years , some of which include options to extend the leases. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options is reasonably assured at the inception of the lease. Operating leases are accounted for on the balance sheet with the right-of-use (“ROU”) assets and lease liabilities recognized in “Operating lease right-of-use assets,” “Operating lease liabilities - current” and “Operating lease liabilities - noncurrent” on the balance sheet, respectively. Finance leases are accounted for on the balance sheet with ROU assets and lease liabilities recognized in “Property and equipment – net,” “Finance lease - current” and “Finance lease - noncurrent” on the balance sheet, respectively. Lease assets and liabilities are recognized at the lease commencement date. All lease liabilities are measured at the present value of the lease payments not yet paid. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates corresponding to the maturities of the leases. As the Company has no outstanding debt, it estimates this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid or deferred rent, and lease incentives. The operating lease ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for initial direct costs, prepaid or accrued lease payments, and lease incentives. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in “Depreciation and amortization expense” on the statement of operations. The Company accounts for lease and non-lease components as a single component for its entire population of operating lease assets. The Company recognizes the short-term lease exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and twelve months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the balance sheet. The Company recognizes expense for these leases on a straight-line basis over the lease term. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, such as common area maintenance, insurance and real estate taxes, which are recognized when the associated activity occurs. Additionally, contingent rental payments based on sales thresholds for certain of its restaurants are accrued based on estimated sales. |
Other Costs | Other Costs Other costs in restaurant operating costs in the accompanying statements of operations include utilities, repairs and maintenance, credit card fees, royalty payments, stock-based compensation for restaurant-level employees, and other restaurant-level expenses. The Company incurred $ 17.5 million , $ 10.4 million and $ 6.7 million in other costs for the fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in other costs in the accompanying statements of operations. The Company incurred $ 1.3 million , $ 0.6 million and $ 0.3 million in advertising expenses for the fiscal years ended August 31, 2022, August 31, 2021 and August 31, 2020 , respectively. |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Observable inputs other than Level 1 prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The Company’s financial statements include cash and cash equivalents, accounts and other receivables, accounts payable, accrued expenses and other current liabilities, and salaries and wages payable for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of payments due to or from Kura Japan is not determinable due to its related-party nature. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation consists of stock options and restricted stock awards issued to employees and non-employees. The Company measures and recognizes stock-based compensation based on the grant date fair value of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model and is impacted by the fair value of the Company’s common stock, as well as changes in assumptions regarding certain subjective variables. These variables include, but are not limited to, the expected common stock price volatility over the term of the stock option awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. The fair value of restricted stock awards is based on the closing market price of the Company’s stock on the date of grant. Forfeitures are recognized as they occur. For stock options that are based on a service requirement, the cost is recognized on a straight-line basis over the requisite service period, which is typically the vesting period. Stock options granted in fiscal years 2022 and 2021 have vesting periods ranging from 12 months to 48 months . The majority of stock options granted in fiscal year 2020 have a vesting period ranging from 9 months to 46 months . Each award expires on such date as shall be determined at the date of grant; however, the maximum contractual term of options to acquire common stock is ten years after the initial date of the award. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is the same as net income (loss) for all periods presented. Therefore, a separate statement of comprehensive income (loss) is not included in the accompanying financial statements. |
Loss Per Share | Loss Per Share Loss per share is calculated by dividing net loss by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted loss per share assumes the conversion, exercise or issuance of all potential dilutive common stock equivalents outstanding for the period. For the purposes of this calculation, options are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Diluted loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. |
Recently Issued/Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which provides guidance on disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. ASU 2021-10 is effective for the Company beginning in fiscal year 2023. The Company is currently in the process of evaluating the effects of this pronouncement on its financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The Company adopted this update effective September 1, 2021. The adoption of this update did not impact the consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Various Types of Property and Equipment and Their Useful Lives | The following table represents the various types of property and equipment and their respective useful lives: Property and Equipment Useful Life Computer equipment 3 – 5 years Vehicles 5 years Software 5 years Furniture, fixtures and equipment 5 - 10 years Leasehold improvements Shorter of useful life or remaining lease term Lease assets Fixed lease term |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Property Plant And Equipment Net [Abstract] | |
Schedule of Accounts and Other Receivables | Accounts and Other Receivables Accounts and other receivables as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Lease receivables $ 1,767 $ 1,431 Credit card and other receivables 719 588 Total accounts and other receivables $ 2,486 $ 2,019 |
Schedule of Inventories | Inventories Inventories as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Food $ 1,003 $ 659 Beverages 117 74 Total inventories $ 1,120 $ 733 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Employee retention credit $ 34 $ 12,007 Prepaid expenses 2,588 1,732 Other current assets 230 218 Total prepaid expenses and other $ 2,852 $ 13,957 |
Schedule of Property and Equipment, Net | Property and Equipment, net Property and equipment, net as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Leasehold improvements $ 56,668 $ 43,181 Lease assets 6,166 6,128 Furniture, fixtures and equipment 21,759 13,324 Computer equipment 1,307 905 Vehicles 159 110 Software 921 773 Construction in progress 8,666 3,907 Property and equipment – gross 95,646 68,328 Less: accumulated depreciation and ( 20,056 ) ( 14,443 ) Total property and equipment – net $ 75,590 $ 53,885 |
Schedule of Deposits and Other Assets | Deposits and Other Assets Deposits and other assets, as of August 31, 2022 and August 31, 2021 consists of the following: As of August 31, 2022 2021 (amounts in thousands) Deposits $ 1,632 $ 1,306 Liquor license 1,748 852 Total deposits and other assets $ 3,380 $ 2,158 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Related Costs | Lease related costs recognized in the statements of operations for fiscal years 2022 and 2021 are as follows: Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Finance lease cost Classification Amortization of right-of-use assets Depreciation and amortization expense $ 570 $ 600 Interest on lease liabilities Interest expense 41 84 Total finance lease cost $ 611 $ 684 Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Operating lease cost Classification Operating lease cost Occupancy and related expenses, and general and administrative expenses $ 7,859 $ 6,280 Variable lease cost Occupancy and related expenses, and general and administrative expenses 2,181 1,166 Total operating lease cost $ 10,040 $ 7,446 |
Summary of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases is as follows: Operating Leases As of August 31, 2022 2021 (amounts in thousands) Right-of-use assets $ 79,990 $ 64,158 Lease liabilities – current $ 7,992 $ 5,650 Lease liabilities – non-current 82,280 65,834 Total lease liabilities $ 90,272 $ 71,484 Finance Lease Assets, net As of August 31, 2022 2021 (amounts in thousands) Property and equipment $ 6,166 $ 6,128 Accumulated depreciation ( 3,348 ) ( 2,778 ) Total property and equipment – net $ 2,818 $ 3,350 Finance Leases Liabilities As of August 31, 2022 2021 (amounts in thousands) Finance lease – current $ 507 $ 932 Finance lease – non-current 30 546 Total finance lease liabilities $ 537 $ 1,478 As of August 31, 2022 2021 Weighted Average Remaining Lease Term (Years) Operating leases 16.1 16.4 Finance leases 0.8 1.5 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % Finance leases 4.7 % 4.5 % |
Summary of Supplemental Disclosures of Cash Flow Information Related to Leases | Supplemental disclosures of cash flow information related to leases are as follows: Fiscal Years Ended August 31, 2022 2021 (amounts in thousands) Operating cash flows paid for operating lease liabilities $ 6,484 $ 4,647 Operating right-of-use assets obtained in exchange $ 20,296 $ 11,566 |
Summary of Maturities of Lease Liabilities Net of Lease Receivables | Maturities of lease liabilities are as follows as of August 31, 2022: Operating Leases Finance Leases (amounts in thousands) 2023 $ 6,006 $ 503 2024 7,956 36 2025 8,507 7 2026 8,438 — 2027 8,238 — Thereafter 106,517 — Total lease payments 145,662 546 Less: imputed interest ( 55,390 ) ( 9 ) Present value of lease liabilities $ 90,272 $ 537 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions Due to and from Affiliates | Balances with Kura Japan as of August 31, 2022 and August 31, 2021 are as follows: As of August 31, 2022 2021 (amounts in thousands) Due from affiliate $ 156 $ 329 Due to affiliate $ 285 $ 244 |
Schedule of Related Party Reimbursements and Other Payments | Reimbursements and other payments by the Company to Kura Japan for fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020 are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Related party transactions: Purchases of administrative supplies $ — $ 90 $ 53 Expatriate salaries expense 151 133 141 Royalty payments 708 325 226 Travel and other administrative expenses 9 63 73 Purchases of equipment 1,449 1,173 1,129 Interest expense — 98 — Total related party transactions $ 2,317 $ 1,882 $ 1,622 |
Incentive Compensation Plan (Ta
Incentive Compensation Plan (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity under Stock Incentive Plan | Activity under the Stock Incentive Plan is as follows: Options Outstanding Number of Weighted Weighted Aggregate (amounts in Outstanding—August 31, 2019 405,302 $ 4.46 8.8 $ 8,353 Options granted 157,539 22.08 Options exercised ( 7,012 ) 4.26 Options canceled/forfeited ( 24,082 ) 8.26 Outstanding—August 31, 2020 531,747 $ 9.51 8.3 $ 1,441 Options granted 221,260 29.60 Options exercised ( 93,378 ) 5.52 Options canceled/forfeited ( 34,251 ) 10.99 Outstanding—August 31, 2021 625,378 $ 17.13 4.9 $ 21,060 Options granted 227,596 51.24 Options exercised ( 81,742 ) 11.74 Options canceled/forfeited ( 95,290 ) 32.41 Outstanding—August 31, 2022 675,942 $ 27.12 7.7 $ 32,290 Options exercisable 356,857 $ 12.28 6.6 $ 22,295 |
Summary of Stock Based Compensation Expense Recognized under Stock Incentive Plan | The total stock-based compensation recognized under the Stock Incentive Plan in the statements of operations is as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Other costs $ 297 $ 118 $ 86 General and administrative expenses 2,112 1,291 774 Total stock-based compensation $ 2,409 $ 1,409 $ 860 |
Fair Value of Stock Options Estimated on Grant Date | Determination of Fair Value For the fiscal years ended August 31, 2022, August 31, 2021, and August 31, 2020, the fair value of stock options was estimated on the grant date using the Black-Scholes valuation model with the following assumptions: Fiscal Years Ended August 31, 2022 2021 2020 Expected term (in years) 5.50 - 6.11 5.50 - 6.11 5.23 - 5.98 Expected volatility 62.3 % - 63.7 % 61.7 % - 62.7 % 48 % - 58.5 % Risk-free interest rate 1.23 % - 3.19 % 0.47 % - 1.16 % 0.40 % - 1.67 % Dividend rate — — — Weighted average grant date fair value $ 29.54 $ 16.66 $ 11.01 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share: Fiscal Years Ended August 31, 2022 2021 2020 Class A Class B Class A Class B Class A Class B (amounts in thousands, except per share data) Net loss $ ( 685 ) $ ( 79 ) $ ( 9,088 ) $ ( 1,207 ) $ ( 15,276 ) $ ( 2,082 ) Weighted average common shares outstanding – basic 8,719 1,000 7,528 1,000 7,338 1,000 Dilutive effect of stock-based awards — — — — — — Weighted average common shares outstanding – diluted 8,719 1,000 7,528 1,000 7,338 1,000 Net loss per share – basic $ ( 0.08 ) $ ( 0.08 ) $ ( 1.21 ) $ ( 1.21 ) $ ( 2.08 ) $ ( 2.08 ) Net loss per share – diluted $ ( 0.08 ) $ ( 0.08 ) $ ( 1.21 ) $ ( 1.21 ) $ ( 2.08 ) $ ( 2.08 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Loss Before Provision for Income Taxes | The components of loss before provision for income taxes are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) US $ ( 690 ) $ ( 10,189 ) $ ( 16,184 ) Total $ ( 690 ) $ ( 10,189 ) $ ( 16,184 ) |
Summary of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows: Fiscal Years Ended August 31, 2022 2021 2020 (amounts in thousands) Current: Federal $ — $ — $ — State 74 106 53 Total current 74 106 53 Deferred: Federal — — 1,047 State — — 74 Total deferred — — 1,121 Total $ 74 $ 106 $ 1,174 |
Summary of Reconciliation of Statutory Federal Income Tax Rate | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows: Fiscal Years Ended August 31, 2022 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Employer tip credit 125.8 3.8 0.9 Stock-based compensation 29.7 ( 0.2 ) ( 0.8 ) Change in valuation allowance ( 186.1 ) ( 24.7 ) ( 28.3 ) Other items 3.7 ( 0.1 ) 0.5 State tax, net of federal benefit ( 4.8 ) ( 0.8 ) ( 0.6 ) Effective tax rate ( 10.7 )% ( 1.0 )% ( 7.3 )% |
Summary of Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: As of August 31, 2022 2021 (amounts in thousands) Deferred tax assets: NOL carryover $ 7,047 $ 7,324 General business credit 3,595 2,496 Lease liabilities 24,095 18,807 State tax deduction 25 22 Other 1,127 1,089 Gross deferred tax assets 35,889 29,738 Deferred tax liabilities: Basis difference on fixed assets ( 4,810 ) ( 4,477 ) Right-of-use assets ( 21,353 ) ( 16,880 ) Gross deferred tax liabilities ( 26,163 ) ( 21,357 ) Valuation allowance ( 9,726 ) ( 8,381 ) Net deferred tax $ — $ — |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Jul. 23, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | Apr. 09, 2021 | |
Organization and Basis of Presentation [Line Items] | ||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | |||
Valuation allowance recorded | 9,726,000 | 8,381,000 | ||||
CARES Act | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Employee retention credit | 10,300,000 | |||||
Employee retention credits refunds | 12,000,000 | |||||
Employee retention credits remaining refunds | 34,000 | |||||
CARES Act | General and Administrative Expenses | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Employee retention credit | 1,000,000 | |||||
CARES Act | Labor and Related Costs | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Employee retention credit | $ 9,300,000 | |||||
Class A | Follow-On Offering | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Shares issued | 1,265,000 | |||||
Proceeds from offering | $ 53,500,000 | |||||
Payments to directors, officers or persons owning 10% or more of common stock to associates or affiliates | $ 0 | |||||
Percentage of common stock owned by directors, officers or persons | 10% | |||||
Class A | Common Stock | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs, shares | 1,265,000 | 3,335,000 | ||||
Class A | Underwrites | Follow-On Offering | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Sale of stock, price per share | $ 45 | |||||
Underwriting discount per share | $ 2.48 | |||||
Issuance of common stock in connection with initial/follow-on public offering, net of underwriter discounts and issuance costs, shares | 165,000 | |||||
Credit Facility with Kura Japan | Class A | Follow-On Offering | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Repayment of borrowings outstanding | $ 17,000,000 | |||||
Revolving Credit Facility Agreement | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Revolving credit line | $ 45,000,000 | |||||
Revolving Credit Facility Agreement | COVID-19 | Kura Japan | ||||||
Organization and Basis of Presentation [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 45,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Aug. 31, 2022 USD ($) Segment | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Number of reportable segment | Segment | 1 | ||
Cash and cash equivalents | $ 35,782,000 | $ 40,430,000 | |
Allowance for doubtful accounts | $ 0 | 0 | |
Depreciation and amortization on property and equipment calculated method | straight-line method | ||
Impairment of long-lived assets | $ 0 | 0 | $ 0 |
Operating and finance leases, remaining lease start range terms description | less than 1 year | ||
Outstanding borrowings | $ 0 | ||
Other costs | 17,517,000 | 10,448,000 | 6,705,000 |
Advertising expenses | 1,300,000 | 600,000 | $ 300,000 |
Other Liabilities | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Asset retirement obligation liability | $ 500,000 | $ 400,000 | |
Minimum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Income tax benefit being realized | 50% | ||
Short-term lease, term of contract | 1 month | ||
Stock options granted, vesting period | 12 months | 9 months | |
Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating and finance leases, remaining lease terms | 20 years | ||
Short-term lease, term of contract | 12 months | ||
Short-term lease initial term | 12 months | ||
Stock options granted, vesting period | 48 months | 46 months | |
Money Market Funds and Term Deposits | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash and cash equivalents | $ 35,800,000 | $ 40,400,000 | |
Product Concentration Risk | Sales Revenue Net | Food and Beverage Costs | JFC International Inc. | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Concentration risk, percentage | 52% | 58% | 59% |
Product Concentration Risk | Sales Revenue Net | Food and Beverage Costs | Wismettac Asian Foods, Inc. | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Concentration risk, percentage | 25% | 27% | 27% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Various Types of Property and Equipment and Their Useful Lives (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture, Fixtures and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture, Fixtures and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | Shorter of useful life or remaining lease term |
Lease Assets | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful life | Fixed lease term |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accounts and Other Receivables (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Receivables Net Current [Line Items] | ||
Accounts and other receivables | $ 2,486 | $ 2,019 |
Lease Receivables | ||
Receivables Net Current [Line Items] | ||
Accounts and other receivables | 1,767 | 1,431 |
Credit Card and Other Receivables | ||
Receivables Net Current [Line Items] | ||
Accounts and other receivables | $ 719 | $ 588 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Inventories (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Inventory [Line Items] | ||
Total inventories | $ 1,120 | $ 733 |
Food | ||
Inventory [Line Items] | ||
Total inventories | 1,003 | 659 |
Beverages | ||
Inventory [Line Items] | ||
Total inventories | $ 117 | $ 74 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Employee retention credit | $ 34 | $ 12,007 |
Prepaid expenses | 2,588 | 1,732 |
Other current assets | 230 | 218 |
Total prepaid expenses and other current assets | $ 2,852 | $ 13,957 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Property and Equipment - Net (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 95,646 | $ 68,328 |
Less: accumulated depreciation and amortization | (20,056) | (14,443) |
Total property and equipment – net | 75,590 | 53,885 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 56,668 | 43,181 |
Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 6,166 | 6,128 |
Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 21,759 | 13,324 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 1,307 | 905 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 159 | 110 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 921 | 773 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 8,666 | $ 3,907 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Property Plant And Equipment Net [Abstract] | |||
Depreciation and amortization expenses | $ 5,613 | $ 4,522 | $ 3,160 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Deposits and Other Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Deposits And Other Assets [Line Items] | ||
Total deposits and other assets | $ 3,380 | $ 2,158 |
Deposits | ||
Deposits And Other Assets [Line Items] | ||
Total deposits and other assets | 1,632 | 1,306 |
Liquor License | ||
Deposits And Other Assets [Line Items] | ||
Total deposits and other assets | $ 1,748 | $ 852 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 570 | $ 600 |
Interest on lease liabilities | 41 | 84 |
Total finance lease cost | 611 | 684 |
Operating lease cost | ||
Operating lease cost | 7,859 | 6,280 |
Variable lease cost | 2,181 | 1,166 |
Total operating lease cost | $ 10,040 | $ 7,446 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets | $ 79,990 | $ 64,158 |
Lease liabilities – current | 7,992 | 5,650 |
Lease liabilities – non-current | 82,280 | 65,834 |
Total lease liabilities | $ 90,272 | $ 71,484 |
Leases - Summary of Finance Lea
Leases - Summary of Finance Lease Assets, Net (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Lessee Lease Description [Line Items] | ||
Property and equipment | $ 95,646 | $ 68,328 |
Accumulated depreciation | (20,056) | (14,443) |
Total property and equipment – net | 75,590 | 53,885 |
Finance Lease Assets | ||
Lessee Lease Description [Line Items] | ||
Property and equipment | 6,166 | 6,128 |
Accumulated depreciation | (3,348) | (2,778) |
Total property and equipment – net | $ 2,818 | $ 3,350 |
Leases - Summary of Finance L_2
Leases - Summary of Finance Leases Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Leases [Abstract] | ||
Finance lease – current | $ 507 | $ 932 |
Finance lease – non-current | 30 | 546 |
Total finance lease liabilities | $ 537 | $ 1,478 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Aug. 31, 2022 | Aug. 31, 2021 |
Weighted Average Remaining Lease Term (Years) | ||
Operating leases | 16 years 1 month 6 days | 16 years 4 months 24 days |
Finance leases | 9 months 18 days | 1 year 6 months |
Weighted Average Discount Rate | ||
Operating leases | 6.50% | 6.50% |
Finance leases | 4.70% | 4.50% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Disclosures of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows paid for operating lease liabilities | $ 6,484 | $ 4,647 |
Operating right-of-use assets obtained in exchange for new operating lease liabilities | $ 20,296 | $ 11,566 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Sep. 01, 2022 | |
Lessee Lease Description [Line Items] | |||
Operating leases not yet commenced, liability | $ 45.7 | ||
Lease expense | 10 | $ 7.2 | |
Contingent rent expense | $ 0.4 | $ 0.1 | |
Subsequent Event | |||
Lessee Lease Description [Line Items] | |||
Operating leases not yet commenced, liability | $ 9.3 | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease liabilities not yet commenced, lease term | 25 years | ||
Maximum | Subsequent Event | |||
Lessee Lease Description [Line Items] | |||
Operating lease liabilities not yet commenced, lease term | 20 years | ||
Minimum | |||
Lessee Lease Description [Line Items] | |||
Operating lease liabilities not yet commenced, lease term | 15 years | ||
Minimum | Subsequent Event | |||
Lessee Lease Description [Line Items] | |||
Operating lease liabilities not yet commenced, lease term | 15 years |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Operating Leases | ||
2023 | $ 6,006 | |
2024 | 7,956 | |
2025 | 8,507 | |
2026 | 8,438 | |
2027 | 8,238 | |
Thereafter | 106,517 | |
Total lease payments | 145,662 | |
Less: imputed interest | (55,390) | |
Present value of lease liabilities | 90,272 | $ 71,484 |
Finance Leases | ||
2023 | 503 | |
2024 | 36 | |
2025 | 7 | |
Total lease payments | 546 | |
Less: imputed interest | (9) | |
Present value of lease liabilities | $ 537 | $ 1,478 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Kura Japan - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Apr. 09, 2021 | |
D&O Expenses | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements by related party | $ 0.2 | $ 0.3 | $ 0.1 | ||
Revolving Credit Facility Agreement | COVID-19 | |||||
Related Party Transaction [Line Items] | |||||
Credit facility maximum borrowing capacity | $ 45 | ||||
Amended and Restated Exclusive License Agreement | |||||
Related Party Transaction [Line Items] | |||||
Royalty fee of net sales | 0.50% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions Due to and from Affiliates (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Related Party Transaction [Line Items] | ||
Due from affiliate | $ 156 | $ 329 |
Due to affiliate | 285 | 244 |
Kura Japan | ||
Related Party Transaction [Line Items] | ||
Due from affiliate | 156 | 329 |
Due to affiliate | $ 285 | $ 244 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Party Reimbursements and Other Payments (Details) - Kura Japan - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Total related party transactions | $ 2,317 | $ 1,882 | $ 1,622 |
Purchases of Administrative Supplies | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | 90 | 53 | |
Expatriate Salaries Expense | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | 151 | 133 | 141 |
Royalty Payments | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | 708 | 325 | 226 |
Travel and Other Administrative Expenses | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | 9 | 63 | 73 |
Purchases of Equipment | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | $ 1,449 | 1,173 | $ 1,129 |
Interest Expense | |||
Related Party Transaction [Line Items] | |||
Total related party transactions | $ 98 |
Incentive Compensation Plan - A
Incentive Compensation Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | Jan. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected dividend | 0% | ||||
Stock Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Plan authorized shares to be granted | 1,350,000 | ||||
Stock-based compensation expense | $ 2,409 | $ 1,409 | $ 860 | ||
Total intrinsic value of stock options exercised | $ 4,800 | ||||
Stock options outstanding | 675,942 | 625,378 | 531,747 | 405,302 | |
Fair value of options vested | $ 1,700 | $ 700 | $ 600 | ||
Unrecognized stock-based compensation | $ 8,000 | ||||
Unvested stock options expected to be recognized on a straight-line basis over a weighted average period | 2 years 10 months 24 days | ||||
Stock Incentive Plan | Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares issued | 1,500 | 7,000 | 0 | ||
Stock-based compensation expense | $ 100 | $ 100 |
Incentive Compensation Plan - S
Incentive Compensation Plan - Summary of Stock Option Activity under Stock Incentive Plan (Details) - Stock Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options Outstanding, Number of shares underlying outstanding options, Beginning balance | 625,378 | 531,747 | 405,302 | |
Options Outstanding, Number of shares underlying outstanding options, Options granted | 227,596 | 221,260 | 157,539 | |
Options Outstanding, Number of shares underlying outstanding options, Options exercised | (81,742) | (93,378) | (7,012) | |
Options Outstanding, Number of shares underlying outstanding options, Options canceled/forfeited | (95,290) | (34,251) | (24,082) | |
Options Outstanding, Number of shares underlying outstanding options, Ending balance | 675,942 | 625,378 | 531,747 | 405,302 |
Options Outstanding, Number of shares underlying outstanding options, Options exercisable | 356,857 | |||
Options Outstanding, Weighted Average Exercise Price Per Share, Beginning balance | $ 17.13 | $ 9.51 | $ 4.46 | |
Options Outstanding, Weighted Average Exercise Price Per Share, Options granted | 51.24 | 29.60 | 22.08 | |
Options Outstanding, Weighted Average Exercise Price Per Share, Options exercised | 11.74 | 5.52 | 4.26 | |
Options Outstanding, Weighted Average Exercise Price Per Share, Options canceled/forfeited | 32.41 | 10.99 | 8.26 | |
Options Outstanding, Weighted Average Exercise Price Per Share, Ending balance | 27.12 | $ 17.13 | $ 9.51 | $ 4.46 |
Options Outstanding, Weighted Average Exercise Price Per Share, Options exercisable | $ 12.28 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 7 years 8 months 12 days | 4 years 10 months 24 days | 8 years 3 months 18 days | 8 years 9 months 18 days |
Options Outstanding, Weighted Average Remaining Contractual Term, Options exercisable (Years) | 6 years 7 months 6 days | |||
Options Outstanding, Aggregate Intrinsic Value | $ 32,290 | $ 21,060 | $ 1,441 | $ 8,353 |
Options Outstanding, Aggregate Intrinsic Value, Options exercisable | $ 22,295 |
Incentive Compensation Plan -_2
Incentive Compensation Plan - Summary of Stock Based Compensation Recognized under Stock Incentive Plan (Details) - Stock Incentive Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 2,409 | $ 1,409 | $ 860 |
Other Costs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 297 | 118 | 86 |
General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 2,112 | $ 1,291 | $ 774 |
Incentive Compensation Plan - F
Incentive Compensation Plan - Fair Value of Stock Options Estimated on Grant Date (Details) - $ / shares | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend rate | 0% | ||
Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, Minimum | 62.30% | 61.70% | 48% |
Expected volatility, Maximum | 63.70% | 62.70% | 58.50% |
Risk-free interest rate, Minimum | 1.23% | 0.47% | 0.40% |
Risk-free interest rate, Maximum | 3.19% | 1.16% | 1.67% |
Weighted average grant date fair value | $ 29.54 | $ 16.66 | $ 11.01 |
Minimum | Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 2 months 23 days |
Maximum | Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 9 days | 6 years 1 month 9 days | 5 years 11 months 23 days |
Kura Sushi USA, Inc. 401(k) Pla
Kura Sushi USA, Inc. 401(k) Plan - Additional Information (Details) - 401(k) Plan $ in Thousands | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of matching contribution | 100% |
Percentage of eligible participants annual compensation | 50% |
Employer plan contributions amount | $ 152 |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of matching contribution | 3% |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of eligible participants annual compensation | 3% |
Percentage of matching contribution | 5% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Debt Instrument [Line Items] | ||
Revolving credit line | $ 0 | |
Revolving credit line interest rate | 130% | |
Applicable Federal Rate | 4.37% | |
Revolving Credit Facility Agreement | ||
Debt Instrument [Line Items] | ||
Revolving credit line | $ 0 | $ 17,000,000 |
Outstanding balance | 0 | |
Remaining availability under credit agreement | $ 45,000,000 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Earnings Per Share Diluted [Line Items] | |||
Weighted average common shares outstanding - basic | 9,719 | 8,528 | 8,338 |
Weighted average shares outstanding - diluted | 9,719 | 8,528 | 8,338 |
Net loss per share - basic | $ (0.08) | $ (1.21) | $ (2.08) |
Net loss per share - diluted | $ (0.08) | $ (1.21) | $ (2.08) |
Class A | |||
Earnings Per Share Diluted [Line Items] | |||
Net loss | $ (685) | $ (9,088) | $ (15,276) |
Weighted average common shares outstanding - basic | 8,719 | 7,528 | 7,338 |
Weighted average shares outstanding - diluted | 8,719 | 7,528 | 7,338 |
Net loss per share - basic | $ (0.08) | $ (1.21) | $ (2.08) |
Net loss per share - diluted | $ (0.08) | $ (1.21) | $ (2.08) |
Class B | |||
Earnings Per Share Diluted [Line Items] | |||
Net loss | $ (79) | $ (1,207) | $ (2,082) |
Weighted average common shares outstanding - basic | 1,000 | 1,000 | 1,000 |
Weighted average shares outstanding - diluted | 1,000 | 1,000 | 1,000 |
Net loss per share - basic | $ (0.08) | $ (1.21) | $ (2.08) |
Net loss per share - diluted | $ (0.08) | $ (1.21) | $ (2.08) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares shares in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Employee Stock Option | |||
Earnings Per Share [Line Items] | |||
Outstanding employee stock options that were excluded from the calculation of diluted loss per share | 677 | 625 | 532 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |
Settlement amount | $ 1,750 |
General and Administrative Expenses | |
Loss Contingencies [Line Items] | |
Accrued liability | 1,780 |
Payroll taxes | $ 30 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
US | $ (690) | $ (10,189) | $ (16,184) |
Total | $ (690) | $ (10,189) | $ (16,184) |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Current: | |||
State | $ 74 | $ 106 | $ 53 |
Total current | 74 | 106 | 53 |
Deferred: | |||
Federal | 1,047 | ||
State | 74 | ||
Total deferred | 1,121 | ||
Total | $ 74 | $ 106 | $ 1,174 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax rate | (10.70%) | (1.00%) | (7.30%) |
Income tax provision | $ 74,000 | $ 106,000 | $ 1,174,000 |
Federal net operating loss ("NOL") carryover | 28,400,000 | ||
Federal tax credit carryover | 3,600,000 | ||
Unrecognized tax benefits | 0 | ||
Valuation allowance recorded | 9,726,000 | $ 8,381,000 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Federal NOL carried forward indefinitely, if not utilized | $ 25,700,000 | ||
Federal NOL carryforward remainder amount expiration date | Aug. 31, 2032 | ||
Federal tax credit expiration date | Aug. 31, 2032 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Federal Income Tax Rate (Details) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | 21% | 21% | 21% |
Employer tip credit | 125.80% | 3.80% | 0.90% |
Stock-based compensation | 29.70% | (0.20%) | (0.80%) |
Change in valuation allowance | (186.10%) | (24.70%) | (28.30%) |
Other items | 3.70% | (0.10%) | 0.50% |
State tax, net of federal benefit | (4.80%) | (0.80%) | (0.60%) |
Effective tax rate | (10.70%) | (1.00%) | (7.30%) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Deferred tax assets: | ||
NOL carryover | $ 7,047 | $ 7,324 |
General business credit | 3,595 | 2,496 |
Lease liabilities | 24,095 | 18,807 |
State tax deduction | 25 | 22 |
Other | 1,127 | 1,089 |
Gross deferred tax assets | 35,889 | 29,738 |
Deferred tax liabilities: | ||
Basis difference on fixed assets | (4,810) | (4,477) |
Right-of-use assets | (21,353) | (16,880) |
Gross deferred tax liabilities | (26,163) | (21,357) |
Valuation allowance | $ (9,726) | $ (8,381) |