Kura Sushi USA, Inc.

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Kora Sushi USA Incorporated Fiscal First Quarter 2021 Earnings Conference Call. At this time, all participants have been placed in a listen-only mode, and the lines will be open for your questions following the presentation. Please note that this conference is being recorded today, January 11, 2021. On the call today, we have Hajime Jimmy Uba, President and Chief Executive Officer, Stephen Benrubi, Chief Financial Officer, and Benjamin Porton, Investor Relations Director. I would now like to turn the conference over to Mr. Porton.

Thank you, Operator. Good afternoon, everyone, and thank you all for joining. By now, everyone should have access to our fiscal first quarter 2021 earnings release. It can be found at www.curricifici.com in the Investor Relations section. A copy of the earnings release has also been included in an 8K resubmitted to the SEC. Before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, and therefore you should not put undue reliance on them. These statements are also subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. We refer all of you to our recent SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. Also during today's call, we will discuss certain non-GAAP measures which we believe can be useful in evaluating our performance. The presentation of this additional information should not be considered in isolation, nor is a substitute for results prepared in accordance with GAAP, and the reconciliations to comparable GAAP measures are available in our earnings release. With that out of the way, I would like to turn the call over to Jim.

Thank you, Ben, and thank you everyone for joining us today. I would like to begin by welcoming Steve Benrubi, who recently joined us as our new CFO. Steve brings to us significant experience from well-established restaurant and retail companies, including Drybar, Dovet Seal, CKE Restaurants, and Domino's Pizza. He is well-qualified to provide financial leadership and strategic vision to Kura Sushi, and I know we will benefit tremendously from his experience as we execute our long-term growth plans. As you know, the environment surrounding this pandemic is very fluid, especially as COVID cases are on the rise again in certain parts of the country. Despite this uncertainty, I am pleased with the progress with the initiatives we put in place at the onset of this pandemic, resulting in sequential sales improvements from the fiscal fourth quarter of 2020. Let me quickly go through our quarterly results on a high level. Operating conditions remained challenging due to restrictions on indoor dining in California, resulting in seven out of our 28 restaurants being unable to use their dining rooms at all during the quarter. While restrictions in certain California counties became more relaxed over the course of the quarter, in mid-November, new restrictions required us to close the dining rooms of all of our California restaurants. In spite of these operational challenges, we were able to achieve marked revenue growth over the prior fiscal quarter. Due to the steps taken at the onset of COVID, including retention of store managers and critical kitchen staff, we were able to ramp up operations swiftly and efficiently as restrictions allowed. I have been extremely impressed with how nimble our restaurant operations team has been at responding to the constant changes in local and state regulations. Panning to our top line, total sales for the fiscal first quarter improved sequentially to $9.4 million, an increase of over 70% from fiscal fourth quarter of 2020. Breaking it down by month, we achieved close to 30% month-over-month revenue growth in which continued into October with revenue growth of 20% over September. November saw revenue decline by 8% relative to October due to indoor dining restrictions in California enacted in mid-November. Comparable restaurant sales during the quarter also improved to negative 51%. Our comps for September were negative 54%, followed by negative 44% in October, and negative 53% in November. When taking into account that we significantly outperformed the quarter's weighted indoor seating capacity of 35%, we believe these results demonstrate the continued strength of the Kura experience and its appeal to our guests when we are able to utilize our dining rooms. The ability to offer indoor dining and the cool Kura experience remains a key factor for SOAR performance and is best demonstrated by our Texas market, which had a weighted indoor seating capacity during Q1 of 63% and was able to offer the full QLA experience, resulting in Q1 comps of negative 32% or almost 20% higher than WabiSoar system-wide. As a result, we remain very encouraged about our consumer appeal and post-pandemic sales recovery. Throughout the quarter, we continue to focus on the initiatives we have put in place since the onset of the pandemic. Starting with our online ordering and delivery options, after a brief relationship with GrabHub, we decided to focus our off-premises efforts with Square due to better integration and more attractive economics. Through our new partnership with Square, we are now able to offer online ordering through our homepage and mobile ordering through our waiting app. While our off-premises business is still young, we have seen tremendous growth in revenue, particularly since rolling out online ordering. During the fiscal first quarter, our total off-premises revenue was $1.3 million, representing continued growth over the previous quarter's off-premises revenue of approximately $1 million. We continue to see robust growth month over month with off-premises sales of $400,000 in September, $430,000 in October, and $470,000 in November, followed by $860,000 in December as we entered our fiscal second quarter. Our fiscal first quarter off-premises mix was 13.8%, and as a reminder, our pre-pandemic off-premises mix was only 1%. Notably, December was the first month where the majority of our off-premises orders were placed online, as opposed to through in-person or telephone, confirming a positive impact that a frictionless guest experience can have in encouraging guests to use Kura Sushi as an off-premises occasion. We believe Square can be a very exciting partnership for us, and we look forward to working together to further capitalize on this previously untapped off-premises sales potential. We continue to offer outdoor seating in many of our California restaurants, as permitted through December, and to-go service in all of our open restaurants. However, as you can imagine, it's almost impossible to replicate the client experience in full outside of our dining rooms. While these initiatives have helped mitigate the loss of in-store sales, we are eager to bring back the full-claw experience to our guests as soon as we can. With that in mind, the health and safety of our guests and the team members remain our top priorities regardless of our restaurant capacity. We continue to promote a safe indoor and outdoor environment through the use of personal protective equipment for each of our team members enhanced cleaning processes, social distancing, partitions between booths, and team member health check prior to the start of each shift. Ultimately, our goal is to give our guests peace of mind while they enjoy the full Cura experience. In terms of development, as we mentioned on our last call, we opened three new restaurants during the fiscal first quarter located in Fort Lee, New Jersey, Koreatown in Los Angeles, California, and Washington, D.C. Overall, we are very happy with the performance of our new openings, especially our 4D location, where sales levels are close to 60% of our pre-pandemic system AUV, in spite of New Jersey's 25% seating capacity limitation. While the Koreatown and D.C. locations have faced more immediate external challenges as a result of COVID-19, we see great potential from these two locations once the pandemic subsides. Subsequent to our fiscal first quarter, we have maintained our growth momentum by entering the new market with the opening of our Aventura Florida location in January. All in all, we remain optimistic about the growth prospects of Kurasushi, and while we continue to expect a 20% unit growth CAGR over a five-year period, which began in fiscal 19, The ongoing uncertainties of COVID could alter or delay our plans. In summary, while we remain optimistic about our business and its growth potential, we are still operating in an uncertain environment. As we progress through to our fiscal second quarter, we expect our business will continue to be impacted by growing COVID cases and, particularly, by a new set of tougher state and local operational restrictions in California that began in November and effectively closed the dining rooms for half of our system. These restrictions have since become even more severe, including a total ban on both indoor and outdoor dining for our California stores effective December 6, 2020. While we remain hopeful for relaxation in these restrictions, we realize that it will be difficult to maintain the sales momentum we saw in the past two quarters while these restrictions remain effective. This being said, we remain confident about our post-pandemic recovery and appreciate the financial security that is provided by our relationship with our parent company. Lastly, I would like to thank all of our team members for their resilience and dedication in serving and keeping guests and themselves safe and healthy during this challenging time. I believe that, together, We will navigate these near-term challenges and emerge a stronger company when the pandemic subsides. With that, let me turn the call over to Steve VanRuby to briefly discuss our liquidity and cash-bound situation. Steve?

Thank you, Jimmy. Let me start by saying how excited I am to join the Cura team. While the pandemic has created a lot of uncertainties, we have the right team in place to weather these near-term challenges. Let me briefly go through our liquidity and cash flow. As of the end of the quarter, we had $2.7 million in cash on hand and $3 million in debt as we began drawing on our revolver to meet our planned capital expenditures for fiscal year 2021. As a reminder, we have expanded this revolving line of credit to $35 million from Kurosushi Japan and have also extended the payback period from one year to five years from each borrowing date. For the fiscal first quarter, our weekly expenditures were within our expectations at approximately $825,000 per week. Please note that our Q1 burn rate is higher than our burn rate expectations for subsequent quarters during this fiscal year, primarily due to capital spending from our front-loaded store opening schedule and certain annual insurance payments that fell in the first quarter. To illustrate, our weekly expenditure expectations for the remaining three quarters in our fiscal year, excepting restaurant-level expenditures, are expected to range from $120,000 to $160,000 for CapEx and $250,000 to $270,000 for G&A. Lastly, as a reminder, due to the ongoing uncertainty driven by COVID-19, we will not issue additional financial guidance for fiscal year 2021 at this time. Now I'll turn the call back to Jimmy.

This concludes our prepared remarks. We are now happy to answer any questions you have. Operator, please open the line for questions. As a reminder, you are in the Q&A session. I may answer in Japanese before my response is translated into English. Please bear with us.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions.

Thank you.

Our first question comes from James Rutherford with Stevens Incorporated. Please proceed with your question.

Oh, great. Hey, guys. How are you doing today?

Doing good. Thank you.

Steven, welcome. Yeah, same here, Ben. And Steven, welcome to the team. It's good to speak with you here on your first earnings call. Thanks for taking the questions here. It looks like your off-premise mix declined a little bit sequentially, just in terms of percentage, 17% last quarter, down to 14% this quarter, while on a dollar basis, it actually grew sequentially, which is certainly great to see. I'm just curious, Jimmy, where you see the off-premises mix landing when you've kind of fully recovered to pre-pandemic unit volumes? And sort of an additional clarification here is, are you offering delivery today since you've cancel that agreement with Grubhub, or are you still offering it in some other way?

Sure. James, thank you for your question. Please allow me to answer in Japanese. Spain is going to translate. First of all, regarding the mix of off-premises after the pandemic, the past was 1%, but we expect it to grow significantly. Currently, in Texas, the seating capacity is 50% or 75%, and India is doing well, but their

In terms of our off-premises mix following the pandemic, we expect our off-premises business to continue to grow through the pandemic, and for some of those gains to remain incremental. I think the best way to illustrate this is to look specifically at Texas. In Q1, Texas had a seating capacity limit of about 50% to 75%, and in Q2, allowed us to use our full conveyor belt, the full career experience. So it was the least restrictive operating environment for us during Q1. So as a reminder, our historical off-premises mix was 1%. Our Q1 mix for Texas specifically was mid-single digits. And that was, again, in our most permissive operating environment. And so given the off-premises growth that we're seeing in Texas, we certainly do expect stickiness with our off-premises business following the pandemic. I believe you also asked about... Go ahead.

Go ahead, sorry.

So while we switch from Grubhub to Square, Square does offer delivery for their partnerships with DoorDash and Postmates. So we've offered delivery continuously through the implementation of Grubhub in August through today. There's certainly a delivery fee associated with the DoorDash or Postmates orders, but that's on the guest end. Just to illustrate how... how separate these sales are. The mix from the off-premises mix with Grubhub was about 80% pickup, 20% delivery, whereas Square is 96% pickup. And so it's overwhelmingly preferred. That's the overwhelmingly preferred method for our guests to access our soft premises right now.

Perfect. Thank you for that. And just one follow-up on Texas specifically. If I recall last quarter, you talked about Texas, I think, running a negative 25% comp, and then I think it was negative 35% here in December. Was that just consumers hunkering down a little bit more as cases rose toward the end of your quarter, or something else in play that caused that little bit of deceleration in your Texas market specifically?

Q4, in terms of Q4, most of the Texas stores were 75% of seating capacity, but this time Q1, So the biggest driver in terms of the Texas performance would be the change in restrictions.

In Q4, almost across the entirety of Texas, we were able to maintain 75% seating capacities, whereas in Q1, parts of our Texas system was limited to only 50% seating capacity. And so that was really the driving factor there. Given the increase in Texas COVID cases, I'm sure that was also, that may have played a factor in consumer decisions as well.

However, even if it was 35% lower, Looking specifically at Texas, our weighted seating capacity in that market was 63% for the quarter, but

The Texas specific comps were negative, I'm sorry. The Texas specific comps materially outperformed the weighted seating capacities, which is a really clear demonstration of just how much continued demand we're seeing from our guests. We're very much encouraged by how strongly they're responding, how much they continue to support us. And we're very much poised to capture all of the demand once we're able to do so and the restrictions are lifted.

Okay, perfect. Thank you. And again, Stephen, welcome to the team.

Thank you, James.

Thank you. Our next question comes from Peter Sala with BTIG. Please proceed with your question.

Great. Thank you, and Happy New Year to you guys. I just wanted to ask, you know, it seems like the pandemic is dragging on longer than most people had anticipated, and I think longer than you guys had expected, I guess at least initially. So how is it that you're thinking about the unit growth now going forward? What are the expectations for the units for this year? And when you start to think about looking out another year or so, are you being a little bit more cautious? Are you looking at different sites than you otherwise would have taken? Just some thoughts around the unit growth and Maybe how that will look in 12 to 18 months from now.

Peter, this is a little bit to the number side of it and then hand it off to Jimmy to talk and elaborate a little bit more on go forward growth plans. But I think as we spelled out in our prepared remarks, I mean, we certainly had front loaded the capital plan and store opening timings in fiscal 21, where we now have four locations open. two or actually three additional locations under construction, of which at least two and possibly all three would open this year. And so at this point, with the degree of investment we've made in those additional units, we don't think it would make sense to pull back on those, but rather finish their constructions and be complete. But our spend plan does include some investment in fiscal 2020. New store openings really starting late third quarter and into the fourth quarter. That's all built into the 120 to 160,000 weekly capex run rate for the last three quarters that we spelled out. And that's something that we have the flexibility really for a few months here to make a decision on whether to move forward with those or not. Our strategy is certainly to maintain the 20% CAGR to our store count growth. But like everyone, we're marketing COVID's vaccine progress and restriction lifting timing and magnitude and and you know could make some adjustments later in the year in the in the spend plan depending on where that goes and with that i'll i'll give it to jimmy uh

When will COVID-19 end? When will the pandemic end? And how many stores will be opened? We've done a lot of simulations, but in the short term, of course, it's better to reduce the number of stores. The performance will be improved in the short term. After all, we have only 30 stores, not the growth potential of the opportunity with 300 stores. We can still pursue growth. And now, there is a very good chance of building a house. When I think of these two, I can't help but hesitate.

In addition to everything that Steve said, Jimmy would just like to explain some of the decision-making that's been driving this. We run a variety of different financial models that assume different pandemic lengths, different unit counts for whichever period. And while it's certainly true that we'd be able to make some cutback savings if we were to slow down construction right now, considering the fact that we have a 300-unit white space potential, which is absolutely massive. And this was before the pandemic, before there were lots of closures by independent restaurants. And so we expect that white space potential to have grown since. And there's just tremendous real estate opportunity. And so we want to be ready to capture all of the revenue once the restrictions are lifted and we return to normalcy. And, you know, looking back at this three, four years from now, we think that we'll be very much vindicated in the decision that we've made to continue with our unit growth now.

I'd like to add one last thing. I think the current situation is a great opportunity. Post-pandemic, demand hasn't changed much, or it's increased, and there are a lot of restaurants, sushi restaurants, and Japanese restaurants, so I think it's a great opportunity. I think it's a great opportunity.

Some additional color. If you look at the most recent IBIS report, it notes just how fragmented the sushi industry is. They say the top two players control less than 1% of the industry, which is a level of fragmentation that is unimaginable in any other restaurant space. And so what this means is that there's an overwhelming majority of individually operated sushi restaurants. And unfortunately, The pandemic has had a disproportionate financial impact on the sushi market, and we've seen a disproportionate number of closures just because the majority of these are individually operated. And so the demand, we believe, for sushi remains unchanged or has even increased due to all the pent-up demand from staying inside. And so we think there's tremendous opportunity, and we want to be there ready to capture it.

Fair enough. Can you just comment on the real estate out there? Are you seeing different or better real estate opportunities, or are there more tenant allowances? I'm assuming there's got to be some offset to all the negativity in the market right now that may be a benefit on the long term.

First of all, in terms of the pipeline, it's a wonderful pipeline that we haven't seen in the past.

The biggest tailwind we're seeing in terms of real estate would just be the sheer availability of quality real estate. This is obviously due to the pandemic, but also because of the work done by our new CDO. He's done an excellent job. The pipeline that we've built for fiscal 21 and 22 is of a quality that is, you know, it just as far up passes, surpasses anything that we've seen in the past. The greater pool to draw from has resulted in a really high-quality pipeline, and so we're extremely excited for the units that we'll be opening this year next.

Also, rents and TI, we've seen some improvements in this area, but it's a really big thing. It's a much better location than that. It's a much better location than that.

We've seen minor favorability in terms of rent and tenant allowance, but again, the overwhelming things here that is going to be a tailwind for us is just the availability of very choice locations.

Excellent. Thank you very much.

Thank you, Peter. Thanks, Peter.

Thank you. Our next question comes from Jeremy Hamlin with Craig Hallam. Please proceed with your question.

Thanks for taking my questions, gentlemen. I wanted to start by just getting a sense for the current split of business between off-premises and in-store. What type of break-even levels do you have for sales volumes that you would need based – forget about kind of your Q1 CapEx spending, but looking forward – Where do you need to be either on a same-store sales basis or on an AUV basis to be breaking even on cash flow?

I'll speak a little bit to that, Jeremy. If you think about our more mature locations where they were running at a 3.5 million AUV pre-COVID rate, Something along the order of 50% of their prior volumes would put them in a place where we could be breaking even on a restaurant-level cash flow basis. If you take the chain as a whole, including all of our new restaurants that are ramping up and have some additional costs, you know, training and some of the supplies and things like that and just the ramping in general of the business, it's more like a chain average of about 65%. of prior, call it pre-COVID type AUV levels would get us to restaurant level margins around breakeven. And if you're thinking in terms of the business as a whole, inclusive of general and administrative expenses, you're approaching almost 100% of pre-COVID AUVs would be the point where we would be breaking even on that operating cash flow. level in the business. So that's certainly where our focus is going to be as we come out of the COVID restrictions as the next step is getting back those goalposts, if you will, along the way.

Great. Super helpful. And in terms of thinking about liquidity, you already have borrowed $3 million on the revolver as of the end of Q1. You have subsequently taken down another $6 million. In terms of the relationship with Kuro Japan and the potential for that revolver to expand from $35 million to something greater than that, if necessary, if the pandemic carries on longer, can you provide us a sense for whether or not you feel like that access to capital is there, or if it's not, would that be, you know, probably the gating factor on whether or not you could continue on the push for the opportunity you see with 20% unit growth?

I'll give a little, just some context around, you know, the use of line expectations, and I'm certain Jimmy and Ben can speak in more granularity around the Japan side of it. As you mentioned, we are now borrowed at $9 million on the line. That was $3 million through the end of Q1, and then $6 million of additional borrowings here in Q2 as this front-loaded capital plan has come to fruition. And thinking about where we would be at year-end, fiscal year-end here, based upon the conversations we've had about CapEx run rate in that 120 to 160 weekly going forward through this year from Q2 forward, and then G&A being very similar to what Q1 run rate was. Those investments alone would bring us into the high teens of borrowings against the line by year end versus the 35 million total availability under that. And of course, the real variable there is restaurant level, where it ran at 70,000 roughly a week of cash use in Q1. Just for illustrative purposes, if it continued to run like that level through to the end of the fiscal year, then total borrowings would be probably in that low 20s, that 21 to 22 million. I have to caveat that this is all based upon a lot of unknowns and things out of our control here over the next several weeks and months, but it's that kind of borrowing level we're thinking about or looking at by year end. And, you know, in terms of additional capacity, I'll, you know, leave it to Jimmy and Ben to speak a little more about that.

Great, thanks.

So to add on to what Steve just discussed, while we do believe that the $35 million revolver should carry us for our current CapEx plans, should the pandemic worsen, we have a variety of capital-raised options that we're considering, and certainly one of them would be to expand the revolver with our parents.

From the current situation in Korea and Japan, from the current situation in Korea and Japan, In terms of the parents' ability to expand the revolver, we'd like to just touch on some of their most recently publicly disclosed financials.

In October and November, they had sales comps of greater than 30%, and their cash on hand is $180 million. So they've got a very strong balance sheet. Their performance is strong. They have ample breathing room. That being said, whenever we do decide to do a capital raise, that would just be one of the options, and we'll make sure to take the option that is in the best interest of our shareholders.

Great, helpful, colorful, enviable results that they're posting for sure. I wanted to also just touch on two other things. First, in terms of just clarifying the split of your Texas stores versus your California stores, I think what I caught was in December, Texas was down 35% versus California down 82%. Could you clarify what that was for Q1 of the split between Texas and California? I didn't catch that in the prepared remarks.

The full-year comps for California were down 63%. The full-year comps for

I'm sorry. Yes, I'm sorry.

Texas is negative 32%. California is negative 63%.

Sorry about that. So the full quarter comps for Texas were negative 32%. The full quarter comps for California were negative 63%. This is really a very clear illustration of the impact on revenue that different operating restrictions has on us.

And for the most part, your Texas stores were capacity limits of 50% to 75%, and California was more like 25% to 50% during Q1, correct? Yes, you're correct.

In terms of Texas, we were at 50% to 75% seating capacity.

The 63% weighted indoor seating capacity that Jimmy mentioned earlier refers to that Texas market. California, we were limited to zero to 25% seating capacity. As Jimmy mentioned in the prepared remarks, seven of our units weren't able to offer their, weren't able to use their indoor dining rooms at all, which brought the California total indoor seating capacity, weighted indoor seating capacity to about 10%. And so there's a very big difference between those markets in terms of how much of our stores were able to utilize

Great. Helpful color. And then one last thing for me. In terms of your delivery, it sounds like the Square partnership is pretty attractive, and you've seen pretty significant acceleration. I was wondering if you could provide a little more color about the economics of your deal with Square and how that compared to your prior economics with Grubhub.

Thank you. First of all, regarding Grubhub, we have 20% pickup and 30% delivery. We had to pay for GrabHub, so the price for customers was 20% to 30% higher than the normal price and maintained profitability. On the other hand, for the pick-up, the credit card fee was only 30 cents per transaction, so it was very minimal. So, for the pick-up, we didn't raise the price by 20% at GrabHub, but we offered it at the same price as we ordered it at Walk-in, such as eating it in India and ordering it.

In terms of the fee structure, for Grubhub, they were charging approximately 20% for a pickup order and about 30% for delivery order. And we adjusted our pricing on the Grubhub platform to offset those margin pressures. For Square, they charge 30 cents per transaction plus credit card processing fees, which we would be paying in either case. the per transaction fee for Square is truly minimal. And so we're able to offer the same prices on our Square platform as we do in restaurants. And so in terms of the attractiveness to our guests, I mean, the better option is obvious. And the major transition from Grubhub to Square happened over November to December. November's total off-premises sales were about $470,000, whereas once we had full Square implementation in December, the off-premises sales almost doubled to $860,000. I mean, it's certainly true that the operating conditions have changed and the We now have a full ban on indoor dining in California, but we really do think that the ease of use that Square provides, as well as our ability to price the same way that we do in restaurants, has done a tremendous job in terms of attracting our guests. And so that $0.30 per transaction fee has been more than offset with the gain in volume.

Great, thanks for the color and best wishes here in 2021. Thank you, Jeremy.

Thank you. Our next question comes from Andrew Strelzyk with BMO Capital Markets. Please proceed with your question.

Hi, good evening and thanks for taking the questions. My first one, I believe you commissioned a new white space study and you've talked about some of the competitive closures, unfortunately, as they may be in the sushi space. Are you able to share any of the findings from that study, or when do you think you'll be able to share what you've learned from that?

First of all, since the pandemic began, there have been no official closures, especially from Japanese restaurants, so I can't say for sure, but as long as I research IELP on the internal team, many restaurants have

So there hasn't been a ton of restaurant data specifically relating to Japanese restaurants or sushi released by Black Box or any of your other typical restaurant analytics companies. And so we've been sort of scrubbing through Yelp to get an idea of how much, how severe the closures have been in the markets where We are, and so far it is indicating that we're seeing a substantial number of closures and that we can expect to capture additional revenue following the pandemic. In terms of the white space study and the form analytics risk analysis model, that's actually, that's still being processed. And so we hope to be able to share that soon, but we won't be able to today.

So looking at our existing system size of 29 units, if you include the most recent opening with Aventura, we've been looking at the Japanese and sushi restaurants

surrounding those restaurants on the ground. And we have corroborated our findings with Yelp. And so given the closures that we've seen among close competitors or competitors that are geographically close to us, we do expect to benefit from that demand that is going unaddressed.

Okay, that's very helpful. My next question is, As you've seen the transition to online orders here in December, really, you know, can you talk about or do you see any differences between average check or order sizes, number of items ordered between online orders versus when it was historically, you know, the call-in orders and maybe how that compares to a typical dining transaction?

Okay. In terms of the ticket averages, we haven't really seen a change since we've moved to Square. The difference has really been in volume. The change in pricing are just savings that we've passed along to our guests.

Okay, got it. And then just two last things for me. The first one, you know, you had been piloting the loyalty program, and I'm just curious how you see that as a potential lever, you know, as the operating environment starts to normalize, whether it's, you know, getting signups as people come back to the stores and then incentivizing the frequency. I'm just curious, do you see that as an opportunity to really rebuild the volumes as, you know, capacity restrictions maybe go the other way and start to ease?

I'm sorry, I missed the last part.

How can we continue to use the reward program? Okay, I got it. I think the reward program plays a very important role.

I think it's very important, especially for off-premises promotion. Because when we did GrabHub, we had more than 80% pickups. That means that customers have already recognized the club's location. I could see that very existing customers were using it. So the rewards program has been tremendously useful for us throughout the pandemic.

Most recently, we've really seen its utility as we've been working on building our off-premises business. When we were working with Grubhub, we realized that the 80% pickup mix indicated that the strong majority of everybody, of all the orders that were coming through Grubhub, were coming from existing customers. And so using that knowledge in December, we sent out promotions specifically to our rewards members announcing that we were doing square. We did a couple of different promotions and they were extremely well received by our guests. And so it's been, our guests really are big fans of us. It's been, and having this database and being able to activate that, that fan affinity has been tremendously useful. When we were reopening Texas, we were able to send, you know, rewards members emails looking at by region. And so we said, Hey, Plano fans were going to be reopening at X date with X capacity. And then later on, when we brought back the conveyor belts, we said, hey, Plano fans, conveyor belt is coming back to Plano. And pretty much within the week for any one of those regulatory changes, we've been able to fill the additional seating capacity largely through activating these fans. And so it's been tremendously useful.

One more thing. According to the number of members, Even through the pandemic, we are seeing monthly growth in terms of our rewards program of about 3,000 members.

To date, we have about 84,000 members. And so we think this is going to continue to be a very useful tool for us, both in terms of promoting off-premises during the pandemic, but also in terms of indoor dining, advertising LTOs, announcing store reopenings or dining room reopenings. It's going to be a very useful tool for us. And we're extremely proud to announce that the new version of our app has actually been released. We'd love for you to download it on the App Store. integrates the rewards program, the waiting app, and online ordering all into a single system. And so we think that's going to be a great incentivizer for additional people to sign up, and we expect the rewards program to continue to be a meaningful contributor to our business.

Okay, that's great, Collier, and I'll have to check out the new app. But my last question is, this one's for Steve, and I know it hasn't been that long in the seat, obviously, but I'm just curious, you know, as you've joined the team with fresh eyes, just any early observations that you've made or surprises and kind of as you think about your priorities, what you can share on that front.

Sure. You know, honestly, there's been no surprises. I think it's been more about validating what I hope to see as the growth opportunity in the business and, you You know, obviously a lot of that doesn't come to fruition in the numbers until we can get past the COVID environment. Organizationally, you know, I think there's some things that as a team, you know, Jimmy and his other executives had already been working on, and I'm certainly on board with them on what our priorities need to be around leadership in the organization and setting us up to scale the business. properly, but I've really felt after a month here now, the company is running toward a very successful growth story and I'm jumping on board at a good time where I can help make the right decisions around organization and also the growth strategy along with our new chief development officer. But it's all been very validating in a positive way.

Thank you very much for taking the questions and glad to hear everybody's doing well.

Thank you, Andrew.

Thank you. Our last question comes from George Kelly with Roth Capital Partners. Please proceed with your question.

Hey, everyone. Thanks for taking my questions. So just a few, and I want to start in sort of following up with one of the prior questions. You talked a little bit about how quickly the unit-level economics have recovered with the parent company in Japan. And I was just wondering if you could – I couldn't quite keep up with the growth that they've seen, but how quickly has that business rebounded, and is it now above pre-pandemic levels? It sounded like you said 30%. I just wanted to make sure I understood that.

Okay. So as in context, we just really want to emphasize that the pandemic situation in Japan versus the pandemic situation here

is completely different. And the 30% plus comps that we were discussing for October and November, the infection rates in Japan were exceptionally low, and restauranteurs weren't seeing any of the restrictions that we're seeing in the United States. And so it's a very different game. So we just wanted to clarify that before discussing.

There were two promotions on top of that. One was a collaboration with a very popular anime. So in terms of the October and November comps, there are two major tailwinds for us, and one was a

Our reward toy partnership was with this cartoon called Demon Slayer, which just released a movie. I believe it's outsold Spirited Away. It might be the best-performing Japanese movie of all time in Japan. And so that has been a huge guest draw for its fans. The other would be a government support program with the grammatically incorrect title Dough to Eat, where they would help subsidize... restaurant bills for consumers. And that was a very, very meaningful support for the entire restaurant industry during its implementation. But, you know, those are both temporary things. And so we don't expect those trends to continue indefinitely. Yeah, the 30% is a tough thing to keep up or lap.

Yep, yep, for sure. But to me, that's a powerful signal of what kind of when things do normalize, what it could potentially, I mean, people want to go back out to eat. So I guess that gets into my next question, which is, you know, whether it's that dynamic that you just explained, all the closures, The fact that your units are often outperforming the kind of capacity restrictions, you know, this off-premise business, et cetera, seems to me like you are not backing off or, if anything, you're even more bullish about the longer-term opportunity. And so, the question is, I understand the near-term dynamics are very hard to predict. but why not raise additional capital or somehow accelerate your unit openings, or at least start accelerating the build, you know, as you build the pipeline to do something above 20% for the next three to five years. If you're seeing these incredible opportunities, why not, why not really step on it?

Well, As we expect, demand will decrease or go up, and other companies will close down. In that case, if sales can go up, comp sales will jump up very much. In that case, there is a possibility of doing more than 20% of unit growth. In that case, of course, we will increase the number of revolvers and capitalize on the market. There is a scenario where we will decide based on all those options. So, George, you're completely right in that we're more bullish than ever about our long-term opportunities.

We think we're very, very well positioned to become the market leader, really the first truly national sushi brand. So, looking to the future, if the expectations that we currently have hold out in the you know, we do see a lot of competitors close, our sales recover, and we have, you know, consistent comp recovery and comp growth. We're certainly open to the possibility of accelerating our growth and doing a capital raise to support that growth. But at this point, we feel that it's too early to give concrete details. But again, every option is on the table for us. We're very much excited for what we're going to be doing over the next several years.

Okay, great. And then last question for me is, related to the incrementality of the off-premise business, and do you have any way of comparing customer lists, or do you know who these customers are, and how do you measure whether or not they're new to the brand?

First of all, I used Grubhub for Q1, but I couldn't get any information from Grubhub, so In terms of customer data, Grubhub is very tight-lipped in terms of sharing their data.

Looking at the off-premises mix of 80% pickup versus delivery, we believe that that implies that a strong majority of those orders are coming from existing guests. Now that we've moved on to Square and we have greater access to data, we're very excited to begin leveraging that data to more effectively reach our guests. Okay, great. Thanks, everyone. and sorry just oh sorry just to add on to that incrementality um even in texas where we're able to have 50 to 75 percent seating the comps right now are mid single or the the off premises mixes mid single digits much much higher than the one percent and so even when we are able to offer indoor dining we're seeing stickiness and stickiness in off-premises and so we're very confident about incrementality following the following the pandemic in terms of our off-premises sales

And I guess one follow-up to that. Have you spent much advertising behind this to introduce it through digital advertising or things that are more specific to the messages, more specific to that customer?

So in terms of advertising, the existence of our off-premises sales,

That's largely been done through our rewards database, and so it's been free and extremely effective in terms of activating those guests. We've also discussed that in terms of – we've also mentioned it on our social media platforms. In terms of targeted messaging, we aren't at that level of data sophistication yet, but that's one of the reasons that we're so excited about Square. Okay, thanks, and best of luck.

Thank you. Thank you.

Thank you. There are no further questions at this time. I would like to turn the floor back over to management for any closing comments.

Thank you for your time, and we look forward to seeing you at our next earnings call. Thank you.

Thank you.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation. Have a wonderful evening.