You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited financial statements and
the related notes and with the audited financial statements and the related
notes included in our Annual Report on Form 10-K for the fiscal year ended
August 31, 2020 (the "Annual Report").

In addition to historical information, the following discussion and analysis
contains forward-looking statements based on current expectations that involve
risks, uncertainties and assumptions, such as our plans, objectives,
expectations, and intentions set forth in the "Special Note Regarding
Forward-Looking Statements" and "Risk Factors" sections of the Annual Report.
You should review those sections in our Annual Report for a discussion of
important factors, including the continuing development of our business and
other factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.

"Kura Sushi USA," "Kura Sushi," "Kura," "we," "us," "our," "our company" and the "Company" refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.

Overview

Kura Sushi USA, Inc. is a technology-enabled Japanese restaurant concept that
provides guests with a distinctive dining experience by serving authentic
Japanese cuisine through an engaging revolving sushi service model, which we
refer to as the "Kura Experience". We encourage healthy lifestyles by serving
freshly prepared Japanese cuisine using high-quality ingredients that are free
from artificial seasonings, sweeteners, colorings, and preservatives. We aim to
make quality Japanese cuisine accessible to our guests across the United States
through affordable prices and an inviting atmosphere.

Business Trends; Effects of COVID-19 on Our Business



In March 2020, the World Health Organization declared the novel strain of
coronavirus COVID-19 a global pandemic. This contagious virus, which has
continued to spread, has adversely affected workforces, customers, economies 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. COVID-19 and the government measures taken to
control it have caused a significant disruption to our business operation. As of
November 30, 2020, we had 27 of our 28 restaurants open in some capacity: indoor
dining, outdoor dining or takeout only. Subsequent to November 30, 2020, we
opened one new restaurant in Aventura, Florida and as of the filing date of this
Quarterly Report on Form 10-Q, we had all 29 restaurants open, with 16 of them
in California and Washington DC only providing takeout, one restaurant in
Illinois providing outdoor dining only and the remaining 12 restaurants
operating at reduced indoor capacities of 25% to 75% depending on local
requirements.

In response to the ongoing COVID-19 pandemic, we have prioritized taking steps
to protect the health and safety of our employees and customers. We have
increased cleaning and sanitizing protocols of our restaurants and have
implemented additional training and operational manuals for our restaurant
employees, as well as increased handwashing procedures. We have also provided
each restaurant employee with face masks and gloves, and require each employee
to pass a health screening process, which includes a temperature check, before
the start of each shift.

The reduced capacities at open restaurants and temporary closure of one
restaurant have caused a substantial decline in our sales in the most recent
fiscal quarter compared to the same quarter last year. In response to the
challenges posed by the COVID-19 pandemic, we have focused on maximizing our
in-restaurant dining capacity as permitted by the jurisdictions where we
operate, mobile ordering and takeout, continuing to provide a safe environment
for our employees and customers, maintaining our operational efficiencies as
much as possible and preserving our liquidity. In line with our long-term growth
strategy, we expect to continue to open new restaurants at locations where we
believe the restaurants have the potential to achieve profitability. The future
sales levels of our restaurants and our ability to implement our 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
Quarterly Report on Form 10-Q.



Recent Events Concerning Our Financial Position



On April 10, 2020, we and Kura Japan, entered into a Revolving Credit
Agreement (the "Revolving Credit Agreement") establishing a $20 million
revolving credit line for us. On September 2, 2020, we and Kura Japan entered
into a First Amendment to Revolving Credit Agreement (the "First Amendment") to
(i) increase the maximum credit amount under the credit line from $20 million to
$35 million, (ii) extend the maturity date for each advance from 12 months to 60
months from the date of disbursement and (iii) extend the last day of the period
of availability for the advances under the credit line from March 31, 2024 to
April 10, 2025. In connection with the First Amendment, the Revolving Credit
Note under the Revolving Credit Agreement was also amended by incorporating the
same amendments as provided under the First Amendment. In November 2020, we
borrowed $3.0 million under the Revolving Credit Agreement. Subsequent to
November 30, 2020 and as of the filing date of this Quarterly Report on Form
10-Q, we borrowed an additional $6.0 million under the Revolving Credit
Agreement. See "Note 4. Related Party Transactions" and "Note 6. Debt" in the
Notes to Condensed Financial Statements for further discussion.

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We have received rent concessions from our landlords for certain of our restaurants in the form of rent abatements and rent deferrals which were immaterial for the three months ended November 30, 2020. We continue to have discussions with our landlords regarding potential future rent concessions.



Due to the impact of COVID-19, we assessed our long-lived assets for potential
impairment which resulted in no impairment charges recorded as of November 30,
2020.

Key Financial Definitions

Sales. Sales represent sales of food and beverages in restaurants. Restaurant
sales in a given period are directly impacted by the number of restaurants we
operate and comparable restaurant sales growth.

Food and beverage costs. Food and beverage costs are variable in nature, change
with sales volume and are influenced by menu mix and subject to increases or
decreases based on fluctuations in commodity costs. Other important factors
causing fluctuations in food and beverage costs include seasonality and
restaurant-level management of food waste. Food and beverage costs are a
substantial expense and are expected to grow proportionally as our sales grows.

Labor and related expenses. Labor and related expenses include all
restaurant-level management and hourly labor costs, including wages, employee
benefits and payroll taxes. Similar to the food and beverage costs that we
incur, labor and related expenses are expected to grow proportionally as our
sales grows. Factors that influence fluctuations in our labor and related
expenses include minimum wage and payroll tax legislation, the frequency and
severity of workers' compensation claims, healthcare costs and the performance
of our restaurants.

Occupancy and related expenses. Occupancy and related expenses include rent for all restaurant locations and related taxes.



Depreciation and amortization expenses. Depreciation and amortization expenses
are periodic non-cash charges that consist of depreciation and amortization of
fixed assets, including equipment and capitalized leasehold improvements.
Depreciation and amortization are determined using the straight-line method over
the assets' estimated useful lives, ranging from three to 20 years.

Other costs. Other costs include utilities, repairs and maintenance, credit card fees, royalty payments to Kura Japan, stock-based compensation expenses for restaurant-level employees and other restaurant-level expenses.



General and administrative expenses. General and administrative expenses include
expenses associated with corporate and regional supervision functions that
support the operations of existing restaurants and development of new
restaurants, including compensation and benefits, travel expenses, stock-based
compensation expenses for corporate-level employees, legal and professional
fees, marketing costs, information systems, corporate office rent and other
related corporate costs. General and administrative expenses are expected to
grow as our unit base grows, including incremental legal, accounting, insurance
and other expenses.

Interest expense. Interest expense includes cash and non-cash charges related to our line of credit and finance lease obligations.

Interest income. Interest income includes income earned on our investments.

Income tax expense (benefit). Provision for income taxes represents federal, state and local current and deferred income tax expense.


                                       14

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Results of Operations



The following tables present selected comparative results of operations for the
three months ended November 30, 2020 and November 30, 2019. Our financial
results for these periods are not necessarily indicative of the financial
results that we will achieve in future periods. Certain totals for the table
below may not sum to 100% due to rounding.



                                  Three Months Ended November 30,            Increase / (Decrease)
                                    2020                  2019                    2020 vs 2019
                                                    (dollar amounts in thousands)
Sales                          $         9,414       $        17,440     $     (8,026 )           (46.0 ) %
Restaurant operating costs:
Food and beverage costs                  3,053                 5,693           (2,640 )           (46.4 )
Labor and related costs                  4,360                 5,641           (1,281 )           (22.7 )
Occupancy and related
expenses                                 1,690                 1,439              251              17.4
Depreciation and
amortization expenses                      927                   663              264              39.8
Other costs                              2,079                 2,047               32               1.6
Total restaurant operating
costs                                   12,109                15,483           (3,374 )           (21.8 )
General and administrative
expenses                                 3,521                 3,326              195               5.9
Depreciation and
amortization expenses                       75                    22               53             240.9
Total operating expenses                15,705                18,831           (3,126 )           (16.6 )
Operating loss                          (6,291 )              (1,391 )         (4,900 )          (352.3 )
Other expense (income):
Interest expense                            34                    34                -                 -
Interest income                             (4 )                (197 )            193             (98.0 )
Loss before income taxes                (6,321 )              (1,228 )         (5,093 )          (414.7 )
Income tax expense (benefit)                29                    (4 )             33             825.0
Net loss                       $        (6,350 )     $        (1,224 )   $     (5,126 )          (418.8 ) %





                                               Three Months Ended November 30,
                                                2020                     2019
                                                   (as a percentage of sales)
 Sales                                               100.0     %              100.0   %

Restaurant operating costs:


 Food and beverage costs                              32.4                  

32.6


 Labor and related costs                              46.3                  

32.3


 Occupancy and related expenses                       18.0                  

8.3


 Depreciation and amortization expenses                9.8                  

3.8


 Other costs                                          22.1                  

11.7


 Total restaurant operating costs                    128.6                  

88.7


 General and administrative expenses                  37.4                  

19.1


 Depreciation and amortization expenses                0.8                      0.1
 Total operating expenses                            166.8                    107.9
 Operating loss                                      (66.8 )                   (7.9 )
 Other expense (income):
 Interest expense                                      0.4                      0.2
 Interest income                                         -                     (1.1 )
 Loss before income taxes                            (67.2 )                   (7.0 )
 Income tax expense (benefit)                          0.3                        -
 Net loss                                            (67.5 )   %               (7.0 ) %


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Three Months Ended November 30, 2020 Compared to Three Months Ended November 30, 2019



Sales. Sales were $9.4 million for the three months ended November 30, 2020
compared to $17.4 million for the three months ended November 30, 2019,
representing a decrease of approximately $8.0 million or 46.0%. The decrease in
sales was primarily driven by reduced level of operating capacities of our
restaurants due to local government restrictions in response to the COVID-19
pandemic during the three months ended November 30, 2020, partially offset by
sales from the opening of five new restaurants subsequent to November 30, 2019.

Food and beverage costs. Food and beverage costs were $3.1 million for the three
months ended November 30, 2020 compared to $5.7 million for the three months
ended November 30, 2019, representing a decrease of approximately $2.6
million or 46.4%. The decrease in food and beverage costs was primarily driven
by reduced level of operating capacities of our restaurants due to local
government restrictions in response to the COVID-19 pandemic during the three
months ended November 30, 2020, partially offset by the costs associated with
sales from the opening of five new restaurants subsequent to November 30, 2019.
As a percentage of sales, food and beverage costs was 32.4% in the three months
ended November 30, 2020, compared to 32.6% in the three months ended November
30, 2019.

Labor and related costs. Labor and related costs were $4.4 million for the three
months ended November 30, 2020 compared to $5.6 million for the three months
ended November 30, 2019, representing a decrease of approximately $1.2 million,
or 22.7%. Labor and related costs decreased as a result of reduced level of
operating capacities of our restaurants due to local government restrictions in
response to the COVID-19 pandemic during the three months ended November 30,
2020, partially offset by additional labor costs incurred from the opening of
five new restaurants subsequent to November 30, 2019. As a percentage of sales,
labor and related costs increased to 46.3% in the three months ended November
30, 2020, compared to 32.3% in the three months ended November 30, 2019. The
increase in labor and related costs as a percentage of sales was primarily due
to minimum staffing requirements to operate the restaurants, particularly at
reduced operating capacities.

Occupancy and related expenses. Occupancy and related expenses were $1.7 million
for the three months ended November 30, 2020 compared to $1.4 million for the
three months ended November 30, 2019, representing an increase of approximately
$0.3 million, or 17.4%. The increase was primarily a result of additional lease
expense incurred with respect to the opening of five new restaurants subsequent
to November 30, 2019. As a percentage of sales, occupancy and other operating
expenses increased to 18.0% in the three months ended November 30, 2020,
compared to 8.3% in the three months ended November 30, 2019. The increase as a
percentage of sales was primarily driven by the decrease in sales due to the
reduced level of operating capacities of our restaurants due to local government
restrictions in response to the COVID-19 pandemic during the three months ended
November 30, 2020.

Depreciation and amortization expenses. Depreciation and amortization expenses
incurred as part of restaurant operating costs were $0.9 million for the three
months ended November 30, 2020 compared to $0.7 million for the three months
ended November 30, 2019, representing an increase of approximately $0.2 million,
or 39.8%. The increase was primarily due to depreciation of property and
equipment related to the opening of five new restaurants subsequent to November
30, 2019. As a percentage of sales, depreciation and amortization expenses at
the restaurant-level increased to 9.8% in the three months ended November 30,
2020 as compared to 3.8% in the three months ended November 30, 2019. The
increase as a percentage of sales is primarily due to the decrease in sales due
to the reduced level of operating capacities of our restaurants due to local
government restrictions in response to the COVID-19 pandemic during the three
months ended November 30, 2020. Depreciation and amortization expenses incurred
at the corporate-level were immaterial for the three months ended November 30,
2020 and November 30, 2019, and as a percentage of sales were 0.8% and 0.1%,
respectively.

Other costs. Other costs were $2.1 million for the three months ended November
30, 2020 compared to $2.0 million for the three months ended November 30, 2019,
representing an increase of approximately $32 thousand, or 1.6%. The increase
was primarily due to the opening of five new restaurants subsequent to November
30, 2019. As a percentage of sales, other costs increased to 22.1% in the three
months ended November 30, 2020 from 11.7% in the three months ended November 30,
2019 primarily due to costs that are not directly variable with the decrease in
sales such as maintenance services, utilities and business insurance, as well as
smallware for three new restaurants that opened within the quarter and supplies
related to incremental takeout orders.

General and administrative expenses. General and administrative expenses were
$3.5 million for the three months ended November 30, 2020 compared to $3.3
million for the three months ended November 30, 2019, representing an increase
of approximately $0.2 million, or 5.9%. This increase in general and
administrative expenses was primarily due to $0.4 million in executive
transition costs, $0.2 million in compensation-related expenses and $0.1 million
of various other costs, partially offset by $0.5 million in reduced legal and
audit fees. As a percentage of sales, general and administrative expenses
increased to 37.4% in the three months ended November 30, 2020 from 19.1% in
three months ended November 30, 2019, primarily due to the decrease in sales
from the reduced level of operating capacities of our restaurants due to local
government restrictions in response to the COVID-19 pandemic during the three
months ended November 30, 2020.

                                       16

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Interest expense. Interest expense was insignificant in both the three months ended November 30, 2020 and November 30, 2019.

Interest income. Interest income was $4 thousand for the three months ended November 30, 2020 compared to $197 thousand for the three months ended November 30, 2019, due to a decrease in our cash equivalents balance.



Income tax expense. Income tax expense was $29 thousand for the three months
ended November 30, 2020 compared to a tax benefit of $4 thousand for the three
months ended November 30, 2019. For further discussion of our income taxes, see
"Note 9. Income Taxes" in the Notes to Condensed Financial Statements.

Key Performance Indicators



In assessing the performance of our business, we consider a variety of financial
and performance measures. The key measures for determining how our business is
performing include sales, EBITDA, Adjusted EBITDA, Restaurant-level Operating
Profit, Restaurant-level Operating Profit margin, comparable restaurant sales
performance, and number of restaurant openings.

Sales



Sales represents sales of food and beverages in restaurants, as shown on our
statements of operations. Several factors affect our restaurant sales in any
given period including the number of restaurants in operation, guest traffic and
average check.

EBITDA and Adjusted EBITDA

EBITDA is defined as net income (loss) before interest, income taxes and
depreciation and amortization expenses. Adjusted EBITDA is defined as EBITDA
plus stock-based compensation expense, non-cash lease expense and asset
disposals, closure costs and restaurant impairments, as well as certain items,
such as certain executive transition costs, that are not indicative of core
operating results. EBITDA and Adjusted EBITDA are non-GAAP measures which are
intended as supplemental measures of our performance and are neither required
by, nor presented in accordance with, GAAP. We believe that EBITDA and Adjusted
EBITDA provide useful information to management and investors regarding certain
financial and business trends relating to our financial condition and operating
results. However, these measures may not provide a complete understanding of the
operating results of the Company as a whole and such measures should be reviewed
in conjunction with our GAAP financial results.

We believe that the use of EBITDA and Adjusted EBITDA provides an additional
tool for investors to use in evaluating ongoing operating results and trends and
in comparing the Company's financial measures with those of comparable
companies, which may present similar non-GAAP financial measures to investors.
However, you should be aware when evaluating EBITDA and Adjusted EBITDA that in
the future we may incur expenses similar to those excluded when calculating
these measures. In addition, our presentation of these measures should not be
construed as an inference that our future results will be unaffected by unusual
or non-recurring items. Our computation of Adjusted EBITDA may not be comparable
to other similarly titled measures computed by other companies, because all
companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be
considered in isolation or as a substitute for performance measures calculated
in accordance with GAAP. We compensate for these limitations by relying
primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a
supplemental basis. You should review the reconciliation of net income to EBITDA
and Adjusted EBITDA below and not rely on any single financial measure to
evaluate our business.

                                       17

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The following table reconciles net income to EBITDA and Adjusted EBITDA for the three months ended November 30, 2020 and November 30, 2019:





                                               Three Months Ended November 30,
                                                 2020                   2019
                                                   (amounts in thousands)
   Net loss                                 $       (6,350 )       $       (1,224 )
   Interest expense (income), net                       30                  

(163 )


   Income tax expense (benefit)                         29                  

(4 )


   Depreciation and amortization expenses            1,002                  

685


   EBITDA                                           (5,289 )                

(706 )


   Stock-based compensation expense(a)                 266                  

121


   Non-cash lease expense(b)                           576                  

243


   Executive transition costs(c)                       390                      -
   Adjusted EBITDA                                  (4,057 )                 (342 )
   Adjusted EBITDA margin                            (43.1 )%                (2.0 )%



(a) Stock-based compensation expense includes non-cash stock-based compensation,

which is comprised of restaurant-level stock-based compensation included in

other costs in the statements of operations and of corporate-level

stock-based compensation included in general and administrative expenses in


    the statements of operations. For further details of stock-based
    compensation, see "Note 5. Stock-based Compensation" to the financial
    statements included in this Quarterly Report on Form 10-Q.

(b) Non-cash lease expense includes lease expense from the opening date of our

restaurants that did not require cash outlay in the respective periods.

(c) Executive transition costs include severance and search fees associated with

the transition of our Chief Financial Officer.

Restaurant-level Operating Profit and Restaurant-level Operating Profit Margin



Restaurant-level Operating Profit is defined as operating income (loss) plus
depreciation and amortization expenses; stock-based compensation expense;
pre-opening costs and general and administrative expenses which are considered
normal, recurring, cash operating expenses and are essential to support the
development and operations of our restaurants; non-cash lease expense; asset
disposals, closure costs and restaurant impairments; less corporate-level
stock-based compensation expense recognized within general and administrative
expenses. Restaurant-level Operating Profit margin is defined as
Restaurant-level Operating Profit divided by sales. Restaurant-level Operating
Profit and Restaurant-level Operating Profit margin are intended as supplemental
measures of our performance and are neither required by, nor presented in
accordance with, GAAP. We believe that Restaurant-level Operating Profit and
Restaurant-level Operating Profit margin provide useful information to
management and investors regarding certain financial and business trends
relating to our financial condition and operating results. However, these
measures may not provide a complete understanding of the operating results of
the Company as a whole and such measures should be reviewed in conjunction with
our GAAP financial results. We expect Restaurant-level Operating Profit to
increase in proportion to the number of new restaurants we open and our
comparable restaurant sales growth, if any.

We present Restaurant-level Operating Profit because it excludes the impact of
general and administrative expenses, which are not incurred at the
restaurant-level. We also use Restaurant-level Operating Profit to measure
operating performance and returns from opening new restaurants. Restaurant-level
Operating Profit margin allows us to evaluate the level of Restaurant-level
Operating Profit generated from sales.

However, you should be aware that Restaurant-level Operating Profit and
Restaurant-level Operating Profit margin are financial measures, which are not
indicative of overall results for the Company, and Restaurant-level Operating
Profit and Restaurant-level Operating Profit margin do not accrue directly to
the benefit of stockholders because of corporate-level expenses excluded from
such measures.

In addition, when evaluating Restaurant-level Operating Profit and
Restaurant-level Operating Profit margin, you should be aware that in the future
we may incur expenses similar to those excluded when calculating these measures.
Our presentation of these measures should not be construed as an inference that
our future results will be unaffected by unusual or non-recurring items. Our
computation of Restaurant-level Operating Profit and Restaurant-level Operating
Profit margin may not be comparable to other similarly titled measures computed
by other companies, because all companies may not calculate Restaurant-level
Operating Profit and Restaurant-level Operating Profit margin in the same
fashion. Restaurant-level Operating Profit and Restaurant-level Operating

                                       18

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Profit margin have limitations as analytical tools, and you should not consider
those measures in isolation or as a substitute for analysis of our results as
reported under GAAP.

The following table reconciles operating loss to Restaurant-level Operating Profit and Restaurant-level Operating Profit margin for the three months ended November 30, 2020 and November 30, 2019:





                                                        Three Months Ended November 30,
                                                          2020                   2019
                                                            (amounts in thousands)
Operating loss                                       $       (6,291 )       $       (1,391 )
Depreciation and amortization expenses                        1,002                    685
Stock-based compensation expense(a)                             266                    121
Pre-opening costs(b)                                            235                    145
Non-cash lease expense(c)                                       576                    243
General and administrative expenses                           3,521         

3,326


Corporate-level stock-based compensation included
in General and administrative expenses                         (243 )                 (105 )
Restaurant-level operating (loss) profit                       (934 )       

3,024


Operating loss margin                                         (66.8 )%                (8.0 )%
Restaurant-level operating (loss) profit margin                (9.9 )%                17.3 %



(a) Stock-based compensation expense includes non-cash stock-based compensation,

which is comprised of restaurant-level stock-based compensation included in

other costs in the statements of operations and of corporate-level

stock-based compensation included in general and administrative expenses in


    the statements of operations. For further details of stock-based
    compensation, see "Note 5. Stock-based Compensation" to the financial
    statements included in this Quarterly Report on Form 10-Q.

(b) Pre-opening costs consist of labor costs and travel expenses for new

employees and trainers during the training period, recruitment fees, legal

fees, cash-based lease expenses incurred between the date of possession and

opening day of our restaurants, and other related pre-opening costs.

(c) Non-cash lease expense includes lease expense from the date of possession of

our restaurants that did not require cash outlay in the respective periods.

Comparable Restaurant Sales Performance



Comparable restaurant sales performance refers to the change in year-over-year
sales for the comparable restaurant base. We include restaurants in the
comparable restaurant base that have been in operation for at least 18 months
prior to the start of the accounting period presented due to new restaurants
experiencing a period of higher sales upon opening, including those temporarily
closed for renovations during the year. For restaurants that were temporarily
closed for renovations during the year, we make fractional adjustments to sales
such that sales are annualized in the associated period. We did not make any
adjustments for the temporary restaurant closures due to COVID-19 during the
three months ended November 30, 2020.

Measuring our comparable restaurant sales performance allows us to evaluate the
performance of our existing restaurant base. Various factors impact comparable
restaurant sales, including:

• government restrictions on indoor dining capacity due to COVID-19;

• consumer recognition of our brand and our ability to respond to changing

consumer preferences;

• overall economic trends, particularly those related to consumer spending;

• our ability to operate restaurants effectively and efficiently to meet


        consumer expectations;


  • pricing;


  • guest traffic;


  • per-guest spend and average check;


  • marketing and promotional efforts;


  • local competition; and


  • opening of new restaurants in the vicinity of existing locations.


                                       19

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Since opening new restaurants will be a significant component of our sales
growth, comparable restaurant sales performance is only one measure of how we
evaluate our performance. The following table shows the comparable restaurant
sales performance for the three months ended November 30, 2020 and November 30,
2019:



                                                 Three Months Ended November 30,
                                                     2020                   2019
 Comparable restaurant sales performance (%)        (50.8)%                 7.9%
 Comparable restaurant base                           20                     14




Number of Restaurant Openings

The number of restaurant openings reflects the number of restaurants opened
during a particular reporting period. Before we open new restaurants, we
incur pre-opening costs. New restaurants may not be profitable, and their sales
performance may not follow historical patterns. The number and timing of
restaurant openings has had, and is expected to continue to have, an impact on
our results of operations. The following table shows the growth in our
restaurant base for the three months ended November 30, 2020 and November 30,
2019:



                                       Three Months Ended November 30,
                                        2020                    2019
             Restaurant activity:
             Beginning of period               25                      23
             Openings                           3                       -
             End of period                     28                      23



Subsequent to November 30, 2020 and as of the filing date of this Quarterly Report on Form 10-Q, we opened one new restaurant in Aventura, Florida.

Liquidity and Capital Resources



Our primary uses of cash are for operational expenditures and capital
investments, including new restaurants, costs incurred for restaurant remodels
and restaurant fixtures. Historically, our main sources of liquidity had been
cash flows from operations and the cash proceeds from our initial public
offering in fiscal 2019. The impact of the COVID-19 pandemic is highly uncertain
and management expects that the current restaurant sales levels and ongoing
length and severity of the economic downturn will have a material adverse impact
on our business, financial condition, liquidity and financial results. For
further discussion, see above under "-Business Trends; Effects of COVID-19 on
our Business."

In November 2020, we borrowed $3.0 million under the Revolving Credit Agreement.
Subsequent to November 30, 2020 and as of the filing date of this Quarterly
Report on Form 10-Q, we borrowed an additional $6.0 million and have $26 million
of availability remaining under the Revolving Credit Agreement.

The significant components of our working capital are liquid assets such as
cash, cash equivalents and receivables, reduced by accounts payable and accrued
expenses. Our working capital position benefits from the fact that we generally
collect cash from sales to guests the same day or, in the case of credit or
debit card transactions, within several days of the related sale, while we
typically have at least 30 days to pay vendors.

We believe that cash provided by operating activities, cash on hand and
availability under our Revolving Credit Agreement provided by Kura Japan, will
be sufficient to fund our lease obligations, capital expenditures and working
capital needs for at least the next 12 months.

                                       20

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Summary of Cash Flows



Our primary sources of liquidity and cash flows are operating cash flows, cash
on hand and proceeds from our Revolving Credit Agreement. We use this to fund
investing expenditures for new restaurant openings, reinvest in our existing
restaurants, and increase our working capital. Our working capital position
benefits from the fact that we generally collect cash from sales to guests the
same day, or in the case of credit or debit card transactions, within several
days of the related sale, and we typically have at least 30 days to pay our
vendors.

The following table summarizes our cash flows for the periods presented:

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