Item 7.01Regulation FD Disclosure.
The spread of COVID-19 has impacted restaurant operations of Kura Sushi USA,
Inc. (the "Company") which currently has 25 locations in five states. Several
local governments have issued notices regarding restaurant closures and as of
the end of business today, March 18, 2020, all 25 restaurants will be closed
through at least March 31, 2020.
Additionally, the Company is withdrawing its financial guidance for the fiscal
year 2020 ending August 31, 2020. The Company plans to provide an update on the
business during its earnings call for the fiscal second quarter ended February
Currently, the Company has approximately $30 million in available cash and cash
equivalents and no outstanding debt. Based on discussions with the Company's
controlling stockholder, Kura Sushi, Inc. ("Kura Japan"), the Company
anticipates being able to obtain strategic, operational, financial and other
support from Kura Japan during this period as may be mutually agreed upon by the
Company and Kura Japan.
Forward Looking Statements
Except for historical information contained herein, the statements in this Form
8-K are forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and involve risks and uncertainties
and are subject to change based on various important factors. This Form 8-K
includes forward-looking statements that are based on management's current
estimates or expectations of future events or future results. These statements
are not historical in nature and can generally be identified by such words as
"target," "may," "might," "will," "objective," "intend," "should," "could,"
"can," "would," "expect," "believe," "design," "estimate," "continue,"
"predict," "potential," "plan," "anticipate" or the negative of these terms, and
similar expressions. Management's expectations and assumptions regarding future
results are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements included in this Form
8-K. These risks and uncertainties include but are not limited to: risks related
to the COVID-19 outbreak; our ability to successfully maintain increases in our
comparable restaurant sales; our ability to successfully execute our growth
strategy and open new restaurants that are profitable; our ability to expand in
existing and new markets; our projected growth in the number of our restaurants;
macroeconomic conditions and other economic factors; our ability to compete with
many other restaurants; our reliance on vendors, suppliers and distributors,
including our parent company Kura Sushi, Inc.; concerns regarding food safety
and foodborne illness; changes in consumer preferences and the level of
acceptance of our restaurant concept in new markets; minimum wage increases and
mandated employee benefits that could cause a significant increase in our labor
costs; the failure of our automated equipment or information technology systems
or the breach of our network security; the loss of key members of our management
team; the impact of governmental laws and regulations; volatility in the price
of our common stock; and other risks and uncertainties as described in our
filings with the Securities and Exchange Commission ("SEC"). These and other
factors that could cause results to differ materially from those described in
the forward-looking statements contained in this Form 8-K can be found in the
Company's other filings with the SEC. Undue reliance should not be placed on
forward-looking statements, which are only current as of the date they are made.
The Company assumes no obligation to update or revise its forward-looking
statements, except as may be required by applicable law.
The information furnished with this Item 7.01 of this Current Report on Form
8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any other filing under the Securities Act of 1933, as amended, or
the Exchange Act.
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