Cover
Cover | 12 Months Ended |
Apr. 28, 2024 | |
Cover [Abstract] | |
Entity Central Index Key | 0001852633 |
Amendment Flag | true |
Document Type | POS AM |
Amendment Description | Updated registration statement to include information from the registrant’s 10-K. |
Entity Registrant Name | Pinstripes Holdings, Inc. |
Entity Address, Address Line One | 1150 Willow Road |
Entity Address, City or Town | Northbrook |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60062 |
City Area Code | 847 |
Local Phone Number | 480-2323 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 86-2556699 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 13,171 | $ 8,436 |
Accounts receivable | 1,137 | 1,310 |
Inventories | 949 | 802 |
Prepaid expenses and other current assets | 2,101 | 577 |
Total current assets | 17,358 | 11,125 |
Property and equipment, net | 80,015 | 62,842 |
Operating lease right-of-use assets | 66,362 | 55,604 |
Other long-term assets | 3,586 | 1,356 |
Total assets | 167,321 | 130,927 |
Current Liabilities | ||
Current portion of long-term notes payable | 4,818 | 1,044 |
Accrued occupancy costs | 6,508 | 14,940 |
Other accrued liabilities | 6,546 | 6,688 |
Current portion of operating lease liabilities | 15,259 | 10,727 |
Warrant liabilities | 5,411 | 1,925 |
Total current liabilities | 69,881 | 61,978 |
Long-term notes payable | 70,677 | 36,211 |
Long-term accrued occupancy costs | 277 | 2,020 |
Operating lease liabilities | 94,256 | 91,398 |
Other long-term liabilities | 1,386 | 850 |
Total liabilities | 236,477 | 192,457 |
Commitments and contingencies (Note 14) | ||
Redeemable convertible preferred stock | 0 | 53,468 |
Stockholders’ deficit | ||
Common stock | 4 | 1 |
Additional paid-in capital | 56,623 | 3,794 |
Accumulated deficit | (125,783) | (118,793) |
Total stockholders’ deficit | (69,156) | (114,998) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | 167,321 | 130,927 |
Nonrelated Party | ||
Current Liabilities | ||
Accounts payable | 22,706 | 19,305 |
Related Party | ||
Current Liabilities | ||
Accounts payable | $ 8,633 | $ 7,349 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 28, 2024 | Dec. 29, 2023 | Dec. 28, 2023 | Apr. 30, 2023 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 430,000,000 | 430,000,000 | ||
Common stock, shares issued (in shares) | 40,087,785 | 17,422,009 | 11,422,476 | |
Common stock, shares outstanding (in shares) | 40,087,785 | 39,918,036 | 17,422,009 | 11,422,476 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Total revenue | $ 118,724 | $ 111,273 |
Store labor and benefits | 44,044 | 40,415 |
Store occupancy costs, excluding depreciation | 17,455 | 18,375 |
Other store operating expenses, excluding depreciation | 21,486 | 18,655 |
General and administrative expenses | 19,989 | 13,205 |
Depreciation expense | 8,350 | 8,086 |
Pre-opening expenses | 8,889 | 4,935 |
Impairment loss | 0 | 2,363 |
Operating loss | (21,785) | (13,729) |
Interest expense, net | (11,741) | (1,946) |
Gain on change in fair value of warrant liabilities and other | 26,633 | 0 |
Other income (expense) | 140 | (13) |
Gain on extinguishment of debt | 0 | 8,355 |
Loss before income taxes | (6,753) | (7,333) |
Income tax expense | 36 | 192 |
Net loss | (6,789) | (7,525) |
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock | (2,301) | 0 |
Net loss attributable to common stockholders | (9,090) | (7,525) |
Net loss attributable to common stockholders | $ (9,090) | $ (7,525) |
Basic loss per share (in dollars per share) | $ (0.41) | $ (0.66) |
Diluted loss per share (in dollars per share) | $ (0.41) | $ (0.66) |
Weighted average common shares outstanding, basic (in shares) | 22,317,755 | 11,480,322 |
Weighted average common shares outstanding, diluted (in shares) | 22,317,755 | 11,480,322 |
Food and beverage revenues | ||
Total revenue | $ 92,397 | $ 87,467 |
Cost of food and beverage | 20,296 | 18,968 |
Recreation revenues | ||
Total revenue | $ 26,327 | $ 23,806 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Warrants, Reverse Recapitalization | Convertible Notes, Reverse Recapitalization | Convertible Notes, Reverse Recapitalization, Interest Forfeit | Previously Reported | Retroactive application of reverse recapitalization | Series 1 Preferred Stock | Redeemable Convertible Preferred Stock | Series G Preferred Stock | Series H Preferred Stock | Common Stock | Common Stock Warrants, Reverse Recapitalization | Common Stock Convertible Notes, Reverse Recapitalization | Common Stock Previously Reported | Common Stock Retroactive application of reverse recapitalization | Common Stock Redeemable Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In Capital Warrants, Reverse Recapitalization | Additional Paid-In Capital Convertible Notes, Reverse Recapitalization | Additional Paid-In Capital Convertible Notes, Reverse Recapitalization, Interest Forfeit | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Retroactive application of reverse recapitalization | Additional Paid-In Capital Redeemable Convertible Preferred Stock | Accumulated Deficit | Accumulated Deficit Previously Reported | ||
Beginning balance (in shares) at Apr. 24, 2022 | [1] | 18,644,339 | 10,085,612 | 8,558,727 | |||||||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218 | $ 52,218 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||
Issuance of shares (in shares) | [1] | 194,104 | 24,647 | ||||||||||||||||||||||||
Issuance of shares | $ 1,050 | $ 200 | |||||||||||||||||||||||||
Ending balance (in shares) at Apr. 30, 2023 | [1] | 18,863,090 | |||||||||||||||||||||||||
Ending balance at Apr. 30, 2023 | $ 53,468 | 3,550 | 7,700 | ||||||||||||||||||||||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | [1] | 11,400,833 | 6,167,254 | 5,233,579 | |||||||||||||||||||||||
Beginning balance at Apr. 24, 2022 | (109,556) | $ (109,556) | $ 1 | $ 62 | $ (61) | $ 1,711 | $ 1,650 | $ 61 | $ (111,268) | $ (111,268) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Net loss | (7,525) | (7,525) | |||||||||||||||||||||||||
Issuance of warrants | 1,722 | 1,722 | |||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | 0 | ||||||||||||||||||||||||||
Change in the redemption value of the redeemable convertible preferred stock | 0 | ||||||||||||||||||||||||||
Exercise of stock options (in shares) | [1] | 21,643 | |||||||||||||||||||||||||
Exercise of stock options | 66 | 66 | |||||||||||||||||||||||||
Stock-based compensation | 295 | 295 | |||||||||||||||||||||||||
Transfer of warrants related to business combination | $ 0 | ||||||||||||||||||||||||||
Shares, ending balance (in shares) at Apr. 30, 2023 | 11,422,476 | 11,422,476 | [1] | ||||||||||||||||||||||||
Ending balance at Apr. 30, 2023 | $ (114,998) | $ 1 | 3,794 | (118,793) | |||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||
Issuance of shares (in shares) | [1] | 2,126,620 | |||||||||||||||||||||||||
Issuance of shares | 19,843 | $ 19,843 | |||||||||||||||||||||||||
Accretion of Cumulative Dividends | 878 | ||||||||||||||||||||||||||
Change in the redemption value of the redeemable convertible preferred stock | 1,423 | ||||||||||||||||||||||||||
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization | $ (878) | ||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization (in shares) | [1] | (20,989,710) | |||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization | $ (74,734) | ||||||||||||||||||||||||||
Ending balance (in shares) at Apr. 28, 2024 | [1] | 0 | |||||||||||||||||||||||||
Ending balance at Apr. 28, 2024 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Net loss | (6,789) | (6,789) | |||||||||||||||||||||||||
Issuance of warrants | 173 | $ 24,592 | 196 | $ 24,592 | (23) | ||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (878) | (878) | |||||||||||||||||||||||||
Change in the redemption value of the redeemable convertible preferred stock | $ (1,423) | (1,423) | |||||||||||||||||||||||||
Exercise of stock options (in shares) | 47,395,000 | 45,322 | [1] | ||||||||||||||||||||||||
Stock-based compensation | $ 1,178 | 1,178 | |||||||||||||||||||||||||
Reclassification of liability-classified warrants | (894) | (894) | |||||||||||||||||||||||||
Exercise of warrants (in shares) | [1] | 296,053 | 655,213 | 924,304 | 20,989,710 | ||||||||||||||||||||||
Exercise of warrants | 2,203 | $ 5,000 | $ 890 | $ 74,734 | $ 2 | 2,203 | $ 5,000 | $ 890 | $ 74,732 | ||||||||||||||||||
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization (in shares) | [1] | 87,755 | |||||||||||||||||||||||||
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization | 878 | 878 | |||||||||||||||||||||||||
Issuance of common stock in the reverse recapitalization pursuant to the BCA (in shares) | [1] | 5,447,203 | |||||||||||||||||||||||||
Issuance of common stock in the reverse recapitalization pursuant to the BCA | 0 | $ 1 | (1) | ||||||||||||||||||||||||
Transfer of warrants related to business combination | (29,824) | (29,824) | |||||||||||||||||||||||||
Transaction costs incurred in connection with the reverse recapitalization and registration statements | (23,958) | (23,958) | |||||||||||||||||||||||||
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization (in shares) | [1] | 50,000 | |||||||||||||||||||||||||
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes (in shares) | [1] | 13,749 | |||||||||||||||||||||||||
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes | 138 | 138 | |||||||||||||||||||||||||
Prior period adjustment | $ (178) | (178) | |||||||||||||||||||||||||
Issuance of common stock related to the close of the business combination (in shares) | [1] | 156,000 | |||||||||||||||||||||||||
Shares, ending balance (in shares) at Apr. 28, 2024 | 40,087,785 | 40,087,785 | [1] | ||||||||||||||||||||||||
Ending balance at Apr. 28, 2024 | $ (69,156) | $ 4 | $ 56,623 | $ (125,783) | |||||||||||||||||||||||
Shares, beginning balance (in shares) at Dec. 28, 2023 | 17,422,009 | ||||||||||||||||||||||||||
Shares, ending balance (in shares) at Dec. 29, 2023 | 39,918,036 | ||||||||||||||||||||||||||
[1] The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 3. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (6,789) | $ (7,525) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on modification of operating leases | (3,281) | 0 |
Depreciation expense | 8,350 | 8,086 |
Non-cash operating lease expense | 5,594 | 5,252 |
Paid-in-kind interest | 3,430 | 0 |
Operating lease tenant allowances | (42) | 7,727 |
Stock based compensation | 1,178 | 295 |
Gain on change in fair value of warrant liabilities and other | (26,633) | 0 |
Gain on extinguishment of debt | 0 | (8,355) |
Amortization of debt issuance costs | 1,951 | 246 |
Impairment loss | 0 | 2,363 |
Accounts receivable | 173 | (431) |
Inventories | (147) | (99) |
Prepaid expenses and other current assets | (1,034) | (250) |
Operating right-of-use asset | (5,548) | 0 |
Other long-term assets | (3,586) | 0 |
Accrued occupancy costs | (5,556) | (3,595) |
Other accrued liabilities | 80 | (662) |
Operating lease liabilities | (6,162) | (7,632) |
Net cash used in operating activities | (32,682) | (12,040) |
Cash flows from investing activities | ||
Purchase of property and equipment | (22,128) | (12,987) |
Net cash used in investing activities | (22,128) | (12,987) |
Cash flows from financing activities | ||
Proceeds from stock option exercises | 0 | 66 |
Proceeds from warrant exercises | 1 | 0 |
Proceeds from warrant issuances | 24,592 | 3,758 |
Proceeds from issuance of redeemable convertible preferred stock, net | 19,843 | 200 |
Payment of transaction costs related to reverse recapitalization and registration statements | (23,864) | 0 |
Principal payments on long-term notes payable | (1,429) | (6,144) |
Proceeds from the Oaktree Tranche 2 Loan | 1,012 | 0 |
Debt issuance costs | (773) | (2,304) |
Redemption of long-term notes payable | 0 | (100) |
Proceeds from long-term notes payable, net | 40,163 | 29,080 |
Net cash provided by financing activities | 59,545 | 24,556 |
Net change in cash, cash equivalents and restricted cash | 4,735 | (471) |
Cash, cash equivalents and restricted cash - beginning of period | 8,436 | 8,907 |
Cash, cash equivalents and restricted cash - end of period | 13,171 | 8,436 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 10,508 | 1,428 |
Cash paid for income taxes | 109 | 96 |
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Forfeiture of accrued interest in connection with the conversion of long-term notes payable | 890 | 0 |
Reclassification of liability-classified warrants | 940 | 0 |
Transaction costs incurred in connection with the reverse recapitalization and registration statements but not yet paid | 596 | 0 |
Transfer of warrants related to business combination | 29,824 | 0 |
Increase in operating lease right-of-use assets | 14,018 | 7,580 |
Non-cash finance obligation | 2,805 | 0 |
Non-cash capital expenditures included in accounts payable | 654 | 9,924 |
Change in the redemption amount of the redeemable convertible preferred stock | 1,423 | 0 |
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | 878 | 0 |
Redeemable Convertible Preferred Stock | ||
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Debt converted | 0 | 1,050 |
Common Stock | ||
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Debt converted | 5,137 | 0 |
Preferred Stock (as converted to common stock) | ||
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Conversion of stock | 75,501 | 0 |
Legacy Pinstripes Common Stock | ||
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Conversion of stock | 180 | 0 |
Nonrelated Party | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accounts payable | 4,056 | (7,551) |
Related Party | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accounts payable | $ 1,284 | $ 91 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Apr. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Pinstripes Holdings, Inc. (“Pinstripes”, “New Pinstripes”, the “Company”, “we”, “us”, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. As of April 28, 2024, the Company has 17 locations in ten states and generates revenue primarily from the sale of food, beverages, bowling, bocce and hosting private events. The Company operates its business as one operating and one reportable segment. On December 29, 2023, Pinstripes, Inc. (the “Predecessor” or “Legacy Pinstripes”) consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of June 22, 2023 (as amended and restated as of September 26, 2023 and November 22, 2023, the “BCA” or “Business Combination”), by and among Legacy Pinstripes, Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan. The financial statements included in this report reflect (i) the historical operating results of Legacy Pinstripes prior to the Business Combination and (ii) the combined results of Legacy Pinstripes and New Pinstripes following the closing of the Business Combination (collectively, Legacy Pinstripes and New Pinstripes are referred to as the “Company”). In connection with the closing of the Business Combination, Banyan changed its name to Pinstripes Holdings, Inc. (see Note 3). The closing of the Business Combination is accounted for as a reverse recapitalization. The prior period share and per share amounts presented in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse recapitalization treatment of the transactions completed by the Business Combination. The Company’s financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Apr. 28, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries: Pinstripes, Inc., Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC. All intercompany accounts and transactions have been eliminated in consolidation. Fiscal years The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal year ended April 30, 2023 contained 53 weeks and the fiscal year ended April 28, 2024 contained 52 weeks. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash, cash equivalents and restricted cash Management considers transaction settlements in process from credit card companies and all highly-liquid investments with original maturities of three months or less to be cash equivalents. Amounts due from credit card transactions with settlement terms of less than five days are included in cash and cash equivalents. Credit and debit card receivables included within cash were $1,624 and $1,381 as of April 28, 2024 and April 30, 2023, respectively. Restricted cash includes cash held to secure a letter of credit, with legally restricted cash collateral provisions, for the benefit of a landlord in exchange for a liquor license for the Company. As of April 28, 2024 and April 30, 2023, the Company had restricted cash of $1,000 and $0, in the consolidated balance sheets, respectively. Accounts receivable Accounts receivable primarily includes amounts due from the service provider processing customer event deposits and amounts due from third-party gift card distributors. The Company monitors the collectability of its receivables with customers based on the length of time the receivable is past due and historical experience. Historically, the amounts of bad debt losses have been de minis. Prepaid Expenses Prepaid expenses and deposits consist primarily of prepaid insurance premiums. Inventories Inventory, which consists of food and beverages used in operations, is valued at the lower of cost or net realizable value on a first-in, first-out basis (see Note 4). The Company did not record an inventory reserve as of April 28, 2024 and April 30, 2023. Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method, based on assets’ useful lives or the shorter of the estimated useful lives or the terms of the underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow: Depreciable Life - Years Furniture, fixtures, and equipment 3 - 10 Leasehold improvements 10 - 20 Building and building improvements 15 - 30 Software 3 - 7 Repairs and maintenance are expensed as incurred. Upon sale or retirement, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is included in operating income. Impairment of long-lived assets Long-lived assets, such as property and equipment, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual store level, since this is the lowest level of identifiable cash flows, and primarily includes an assessment of historical cash flows and other relevant factors and circumstances, including the maturity of the store, changes in the economic environment and future operating plans. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment loss is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value is estimated through the cost and income approach. Projecting undiscounted future cash flows requires the use of estimates and assumptions that are largely unobservable, and classified as Level 3 inputs in the fair value hierarchy. If actual performance does not achieve such projections, the Company may be required to recognize impairment charges in futures periods and such charges could be material. Due to certain market and operating conditions, the Company recorded an impairment charge of $2,363 primarily related to leasehold improvements and furniture, fixtures and equipment for the fiscal year ended April 30, 2023, with no impairment charges recorded in fiscal year 2024. Leases Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. The Company has made an accounting policy election applicable to all asset classes not to record leases with an initial term of twelve months or less on the balance sheet as allowed within ASC 842. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future fixed payments discounted at the Company’s estimated fully collateralized borrowing rate corresponding with the lease term (i.e., incremental borrowing rate). In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any initial direct costs incurred and lease prepayment, less any tenant improvement allowance incentives received. Most of the Company’s leases include one or more options to renew, with terms that can extend from 5-10 years. To determine the expected lease term, we excluded all options as it is not reasonably certain we would exercise these options. Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. The Company does not separate lease and non-lease components (e.g. common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants. The discount rate used to determine the amount of right-of-use assets and lease liabilities is the interest rate implicit in the lease, when known. If the rate is not implicit in the lease, the Company uses its incremental borrowing rate, which is derived based on available information at or near the commencement date. Debt and equity issuance costs Debt issuance costs and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts. Equity issuance costs incurred in connection with the warrants granted to the lenders are recorded as a reduction of additional paid-in capital. Revenue Food and beverage revenues and recreation revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenues include the sale of food and beverage products. Recreation revenues include bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Event deposits received from customers in advance are included in amounts due to customers in the consolidated balance sheets in the amounts of $6,640 as of April 28, 2024 and $5,453 as of April 30, 2023. The Company sells gift cards, which do not have expiration dates, and does not deduct non-usage fees from outstanding gift card balances. Gift card sales are initially recorded by the Company as a liability and subsequently recognized as revenue upon redemption by the customer. For unredeemed gift cards that the Company expects to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, the Company recognizes expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on the Company’s specific historical redemption patterns. The contract liability related to gift cards is included in amounts due to customers in the consolidated balance sheets in the amounts of $1,993 as of April 28, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 Redemptions, net of discounts $ 2,152 $ 1,415 Breakage 639 755 Gift card revenue, net $ 2,791 $ 2,170 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. Pre-opening costs Pre-opening costs, which are expensed as incurred, consist of expenses prior to opening a new store location and are made up primarily of manager salaries, relocation costs, recruiting expenses, payroll and training costs, marketing and travel costs. These costs also include occupancy costs recorded during the period between the date of possession and the date we begin operations at a location. Pre-opening costs were $8,889 and $4,935 for the fiscal years ended April 28, 2024 and April 30, 2023, respectively, due to preparations for new locations under construction. Advertising Expense Advertising costs are expensed as incurred in general and administrative expenses in the Company’s consolidated statements of operations. Marketing expenses related to new locations are recorded in preopening expenses in the consolidated statements of operations. Advertising costs incurred were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 General and administrative expenses $ 4,958 $ 3,044 Pre-opening expenses 910 604 Advertising costs incurred $ 5,868 $ 3,648 Store labor and benefits Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses and payroll taxes. Corporate-level employees payroll costs are classified within general and administrative expenses on the consolidated statements of operations. Store occupancy costs, excluding depreciation Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes and utilities. Other store operating expenses, excluding depreciation The other store operating expenses, excluding depreciation, include all other venue-level operating expenses such as kitchen supplies, repairs and maintenance, credit card and bank fees, third-party delivery service fees and event expenses, except for store labor and related benefits associated with employees. Stock-based compensation The Company recognizes compensation expense for stock-based payment awards by charging the fair value of each award, as determined on its grant date, to earnings on a straight-line basis over each award’s requisite vesting period. The requisite service period for the Company’s stock options awards with service is derived by considering both the awards’ vesting period of five years and requisite service period derived from the market condition, which considers achievement of certain share prices. Forfeitures are recorded as they occur. The fair value of each option award is estimated on the date of grant based on the Black-Scholes option pricing model or Hull White Binomial Lattice option valuation model. Significant inputs used in these models include the expiration date of the option term, contractual option term, a risk-free interest rate, expected volatility and management’s estimate of the fair value of the Company’s common stock. The Company granted non-employee directors a restricted stock unit award during fiscal year 2024 and compensation expense is recognized based on the grant date fair value over the one-year vesting period (see Note 11). Fair value of financial instruments U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – include other inputs that are directly or indirectly observable in the marketplace. Level 3 – unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair market value due to the short term nature associated with these financial instruments. The fair value of our debt uses Level 3 inputs and Black-Derman-Toy (BDT) interest rate model (see Note 7). The fair value of warrant liabilities is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820 (see Note 12). Stock-based compensation is measured at the grant date using Level 2 inputs and Black-Scholes or Hull White Binomial Lattice option-pricing model (see Note 11). The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis when events or circumstances indicate that the carrying amount of an asset may not be recoverable. These adjustments to fair value usually result from the write-downs of assets due to impairment. Income taxes The Company is taxed as a C corporation under which income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized with respect to future tax consequences attributable to differences between the income tax basis of assets and liabilities and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Classification of instruments as liabilities or equity The Company has applied ASC 480, Distinguishing Liabilities from Equity , to classify as a liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred stock. The Company determines the liability classification if the financial instrument is mandatorily redeemable for cash or by issuing a variable number of equity shares. If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company classifies financial instruments as temporary equity if the redemption of the preferred stock or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity. As of April 28, 2024, redeemable convertible preferred stock was converted into common equity in conjunction with the Reverse Recapitalization (see Note 3). The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. Common and preferred stock In connection with the Reverse Recapitalization (see Note 3), the following classes of common (collectively, the Class A Common Stock, Series B-1 Common Stock, Series B-2 Common Stock and Series B-3 Common Stock, are referred to as “Common Stock”) and preferred stock were authorized: • 400,000,000 shares of Class A Common Stock at a par value of $0.0001 per share, of which 40,087,785 shares were issued and outstanding as of April 28, 2024 • 10,000,000 shares of Series B-1 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024 • 10,000,000 shares of Series B-2 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024 • 10,000,000 shares of Series B-3 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024 • 10,000,000 shares of preferred stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024 Recently adopted and issued accounting standards In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". This Update applies to all public entities that are required to report segment information in accordance with Topic 280. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new standard. In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This Update applies to all entities that are subject to Topic 740. The amendments in this Update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new standard. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Apr. 28, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 3 – Reverse Recapitalization The consummation of the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (“Reverse Recapitalization”). Under this method of accounting, Banyan is treated as the “acquired” company. Accordingly, for accounting and financial reporting purposes, the financial statements of the combined entity, New Pinstripes, represent a continuation of the consolidated financial statements of Legacy Pinstripes, with the transaction treated as the equivalent of Legacy Pinstripes issuing stock for the net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan are stated at historical cost, which approximates fair value, with no goodwill or other intangible assets recorded. Legacy Pinstripes was determined to be the accounting acquirer due to (i) Legacy Pinstripes’ stockholders comprising the relative majority of the voting power of the combined entity and having the ability to nominate the substantial majority of the board of directors of New Pinstripes, (ii) Legacy Pinstripes’ operations prior to the Reverse Recapitalization comprising the only ongoing operations of the combined entity, and (iii) Legacy Pinstripes’ senior management comprising the senior management of the combined company. In connection with the closing of the Business Combination: • Immediately prior to the consummation of the Reverse Recapitalization (i) each of the issued and outstanding 11,089,695 shares of Legacy Pinstripes Redeemable Convertible Preferred Stock (including the 850,648 shares of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock and the 35,102 shares payable for the settlement of the cumulative unpaid dividends thereon) were converted into 11,089,695 shares of Legacy Pinstripes Common Stock; (ii) each of the issued and outstanding 354,436 Legacy Pinstripes warrants were converted into 354,436 shares of Legacy Pinstripes Common Stock; and (iii) each of Legacy Pinstripes outstanding principal convertible note obligations were converted into 500,000 shares of Legacy Pinstripes Common Stock (collectively, the “Conversion Shares”); • Each of the issued and outstanding 17,422,009 shares of Legacy Pinstripes Common Stock held by the Legacy Pinstripes stockholders, including the Conversion Shares, with the exception of the 885,750 shares of Legacy Pinstripes Common Stock issued upon conversion of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock (the “Series I Investors”), were cancelled and converted into 32,206,458 shares of New Pinstripes Class A Common Stock, after giving effect to an exchange ratio of approximately 1.8486 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Exchange Ratio”); • Each of the issued and outstanding 885,750 shares of Legacy Pinstripes Common Stock held by the Series I Investors were cancelled and converted into 2,214,375 shares of New Pinstripes Class A Common Stock after giving effect to an exchange ratio of approximately 2.5 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Series I Exchange Ratio”) (collectively, the Exchange Ratio and the Series I Exchange Ratios are referred to as the “Exchange Ratios”); • All 32,203 of the issued and outstanding shares of Banyan Redeemable Class A Common Stock held by Banyan stockholders were re-issued as 32,203 shares of New Pinstripes Class A Common Stock; • Banyan stockholders forfeited an aggregate of 2,768,750 shares of the issued and outstanding Banyan Class A Common Stock which were re-issued as (i) 1,242,975 shares of New Pinstripes Class A Common Stock to the Legacy Pinstripes stockholders (other than the Series I Investors), (ii) 507,025 shares of New Pinstripes Class A Common Stock to the Series I Investors and (iii) 1,018,750 shares of Class A Common Stock to the certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023; • Each of the remaining issued and outstanding 3,665,000 shares of Banyan Class A Common Stock held by the Banyan stockholders were re-issued as 3,665,000 shares of New Pinstripes Common Stock; • All of the 2,722,593 issued and outstanding vested and unvested Legacy Pinstripes options held by the Legacy Pinstripes stockholders were converted into New Pinstripes options exercisable for 5,032,434 shares of New Pinstripes Common Stock, after giving effect to the Exchange Ratio, at an exercise price per share equal to the Legacy Pinstripes option exercise price divided by the Exchange Ratio; and • 50,000 shares of New Pinstripes Class A Common Stock were issued to a third party as payment for $500 of transaction costs incurred by Legacy Pinstripes in connection with the closing of the business combination. Pursuant to the BCA, an aggregate of (i) 1,485,000 of the issued and outstanding shares of Banyan Class A Common Stock and 345,000 of the issued and outstanding shares of Banyan Class B Common Stock held by the Banyan stockholders were re-issued as 1,830,000 shares of New Pinstripes Class B Common Stock, subject to vesting based upon satisfaction of stock trading price conditions (“Sponsor Earnout Shares”), (ii) 5,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon satisfaction of stock trading price conditions (“Target Earnout Shares”), and (iii) 4,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon financial performance in calendar 2024 (“EBITDA Earnout Shares” and, together with the Sponsor Earnout Shares and the Target Earnout Shares, the “Earnout Shares”). The Earnout Shares, which will convert into New Pinstripes Class A Common Stock if the conditions described herein are met, are subject to forfeiture if the respective achievement of the specified targets are not met, are classified in stockholders’ equity as the Earnout Shares were determined to be indexed to New Pinstripes Class A Common Stock and meet the requirements for equity-classification (see Note 12). In connection with the Reverse Recapitalization, Pinstripes entered into a loan agreement with Oaktree Fund Administration, LLC (“Oaktree”) under which Pinstripes obtained a senior secured term loan in the principal amount of $50,000 (see Note 7) and issued warrants to purchase 2,500,000 shares of New Pinstripes Class A Common Stock at an exercise price of $0.01 per share (“ Oaktree Tranche 1 Warrants”). Management evaluated the warrants and concluded the meet the criteria for equity classification (see Note 12). The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows: Shares Legacy Pinstripes stockholders (1) 33,449,433 Banyan stockholders (2) 3,697,203 Series I Investors 2,721,400 Other 50,000 Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization 39,918,036 __________________ (1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met. (2) Includes the 1,018,750 shares of Class A Common Stock to certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023 and excludes the 1,830,000 Sponsor Earnout Shares subject to forfeiture if the achievement of certain targets is not met. Transaction Costs During the fiscal year ended April 28, 2024, the Company incurred $24,317 for transaction costs incurred in connection with the Reverse Recapitalization, inclusive of Banyan incurred transaction costs, and $635 for transaction costs incurred with the S-1 and S-8 registration statements. The transaction costs primarily represent fees incurred for financial advisory, legal and other professional services. Transaction costs are reported as a reduction of additional paid-in capital on the consolidated balance sheets as of April 28, 2024, excluding $940 reported as prepaid and other current assets related to director and officer insurance for the Company and Banyan as well as $53 of taxes payable related to consummation of the business combination. Of the total transaction costs incurred as of April 28, 2024, $23,864 has been paid and reflected as a cash outflow from financing activities. Retroactive Application of Reverse Recapitalization The Business Combination is accounted for as a reverse recapitalization of equity. Accordingly, the prior period share and per share amounts presented in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the Reverse Recapitalization. Retroactive Application of Reverse Recapitalization to the Consolidated Balance Sheets To conform to the retroactive application of the Reverse Recapitalization, the redeemable convertible preferred stock and the total stockholders’ deficit within the consolidated balance sheets have been retroactively converted to New Pinstripes Common Stock using the Exchange Ratios and the New Pinstripes Common Stock par value of $0.0001. Accordingly, the Company reclassified $61 of Legacy Pinstripes Common Stock par value to additional paid-in capital at April 30, 2023. Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Operations The weighted average shares during the fiscal years ended April 28, 2024 and April 30, 2023 have been recalculated to give effect to the retroactive application of the Reverse Recapitalization on the outstanding shares. Accordingly, the basic and diluted weighted-average Legacy Pinstripes Common Stock were retroactively converted to New Pinstripes Common Stock. Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit The consolidated statements of redeemable convertible preferred stock and stockholders’ deficit have been recast to reflect the number of New Pinstripes Common Stock issued to Legacy Pinstripes stockholders in connection with the Reverse Recapitalization at the New Pinstripes Common Stock par value of $0.0001. The number of Legacy Pinstripes’ Redeemable Convertible Preferred Stock and Legacy Pinstripes’ Common Stock have been recast after giving effect to the Exchange Ratio in connection with the Reverse Recapitalization, and the related impacts to common stock and additional paid-in-capital for the change in par value. |
Inventory
Inventory | 12 Months Ended |
Apr. 28, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consist of the following: April 28, 2024 April 30, 2023 Beverage $ 672 $ 545 Food 277 257 Total $ 949 $ 802 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Apr. 28, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net is summarized as follows: April 28, 2024 April 30, 2023 Leasehold improvements $ 84,747 $ 63,606 Furniture, fixtures, and equipment 50,355 34,069 Building and building improvements 7,000 7,000 Software 18 — Construction in progress 9,557 24,569 Total cost 151,677 129,244 Less: accumulated depreciation (71,662) (66,402) Property and equipment, net 80,015 62,842 During the fiscal year ended April 28, 2024, the Company capitalized interest expense of $557 into construction in progress. Construction in progress relates to new locations under construction. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Apr. 28, 2024 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities consist of the following: April 28, 2024 April 30, 2023 Accrued payroll $ 3,010 $ 2,241 Accrued sales & income tax 1,566 1,072 Accrued interest 206 924 Landlord advances on construction buildout — 912 Accrued insurance 311 864 Oaktree Tranche 2 Written Option 1,012 — Accrued other 285 387 Accrued professional fees 156 288 Total 6,546 6,688 |
Debt
Debt | 12 Months Ended |
Apr. 28, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term notes payable consists of the following: April 28, 2024 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 34,300 22,500 Equipment loan 16,500 11,500 Senior notes 53,430 — Convertible notes — 5,000 Finance obligations 6,124 3,995 Other 74 127 Less: unamortized debt issuance costs and discounts (35,433) (6,367) Total 75,495 37,255 Less: current portion of long-term notes payable (4,818) (1,044) Long-term notes payable $ 70,677 $ 36,211 PPP & SBA Loans In April 2020, the Company executed a loan pursuant to the Paycheck Protection Program (“PPP”) loans, which was administered by the Small Business Association (“SBA”) under the CARES Act and the PPP Flexibility Act of 2020, for $7,725. During the fiscal year ended April 25, 2021, the Company executed three PPP loans totaling $3,265. Each PPP loan matures two years after issuance. The interest rate on each PPP loan was 1.0% annually. As authorized by the provisions of the CARES Act, the Company applied for forgiveness of a portion of the PPP loans. For the fiscal year ended April 30, 2023, the Company recorded a gain on the extinguishment of debt for $8,458, which includes accrued interest. Term Loans On March 7, 2023, the Company entered into a term loan facility (the “Silverview Facility”), consisting of two tranches and detachable warrants (see Note 11), with Silverview Credit Partners LP (“Silverview”) for $35,000 (the “Silverview Tranche 1 Loan”) that matures on June 7, 2027. As part of the transaction, the Company repaid $5,598 of term loans with Live Oak Banking Company. The interest rate on the term loan is 15%, which is payable monthly, and is collateralized by a first lien security interest in the assets of the business. At each six-month interval beginning in March of fiscal year 2024, the Company will begin repaying the principal amount. In March 2024, the Company made a principal payment of $700. As of April 28, 2024 and April 30, 2023, the principal outstanding related to the Silverview Tranche 1 Loan is $34,300 and $22,500, respectively. The Silverview Facility provides for a second tranche (the “Silverview Tranche 2 Loan”) that allows the Company to draw an additional $12,500 solely during the Silverview Tranche 2 Loan availability period, which ends on the earlier of September 7, 2024 or the date on which obligations shall become due and payable in full per the loan agreement. Under the Silverview Tranche 2 Loan, the Company can borrow $2,500 per draw for each of five new store openings ($12,500 in aggregate). The Company had no borrowings outstanding under the Silverview Tranche 2 Loan as of April 30, 2023. In relation to the above term loans, the Company incurred debt issuance costs and discounts of $5,182, of which $1,354 was debt issuance costs, $2,421 was debt discount and $1,407 was a loan commitment asset within other long-term assets on the consolidated balance sheets as of April 30, 2023. On August 1, 2023, the Company and Silverview entered into an agreement whereby the Company agreed to grant Silverview Warrants to purchase shares of the Company’s Common Stock issuable and exercisable by Silverview if the Company obtains additional funding under the Silverview Tranche 2 Loan. Simultaneously, the Company amended and restated its existing warrant agreement (see Note 12). The Company determined that the amendment was treated as a debt modification and accordingly, no gain or loss was recognized. On July 27, 2023, September 29, 2023, October 20, 2023 and December 29, 2023 the Company received $1,000, $1,500, $5,000 and $5,000 respectively, in additional debt proceeds from Silverview under the Silverview Tranche 2 Loan to fund expansion, which bear interest at 15%, and will be payable in full on June 7, 2027. Upon the issuance of each Silverview Tranche 2 Loan , the Company reduced the Silverview Tranche 2 Loan commitment asset for the proportional amount received and presents the amounts as a debt issuance costs and a reduction of the borrowing proceeds (i.e., a debt discount). As of April 28, 2024, the Company has drawn the total $12,500 available under the Silverview Tranche 2 Loan. As such, all of the remaining loan commitment asset of $1,203 has been reclassified to debt discount of $559 and debt issuance costs of $644. As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $4,400, of which $1,510 was debt issuance costs and $2,890 was debt discount on the consolidated balance sheets. Equipment Loan On April 19, 2023, the Company entered into a subordinated equipment loan (the “Granite Creek Facility”) of $11,500 and detachable warrants (see Note 12) with Granite Creek Capital Partners LLC (“Granite Creek”) that matures on April 19, 2028. The interest rate on the loan is 12% and is payable monthly. The Granite Creek Facility is collateralized by the specific furniture, fixture, and equipment assets of the business. The outstanding principal will be repaid in quarterly installments equal to $431 on the last day of each calendar quarter commencing on September 30, 2024. On July 27, 2023, the Company restated the term loan agreement with Granite Creek, to provide for $5,000 in additional debt financing and the issuance of additional detachable warrants (see Note 12) for development of new locations that matures on April 19, 2028, bears interest at 12%, and is repayable in quarterly installments beginning September 30, 2024. The Company determined that the amendment was treated as a debt modification and accordingly, no gain or loss was recognized. In relation to the equipment loan, the Company incurred debt issuance costs and discounts of $2,770, of which $76 was recorded as debt issuance costs and $2,694 was recorded as a debt discount on the consolidated balance sheets as of April 30, 2023. As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $3,285, of which $60 was debt issuance costs and $3,225 was debt discount on the consolidated balance sheets. Senior Notes On December 29, 2023, in connection with the Reverse Recapitalization (see Note 3), the Company entered into a definitive loan agreement with Oaktree Fund Administration, LLC, as agent, (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes”) to Oaktree, which mature in five years on December 29, 2028, and detachable warrants (see Note 12). The principal payment is due at maturity. The loan agreement provides for Senior Notes of up to $90,000 in the aggregate to be funded in two tranches as follows (a) an initial loan of $50,000 (“Oaktree Tranche 1 Loan”), which closed on December 29, 2023 in connection with the closing of the Business Combination, and (b) an additional $40,000 of Senior Notes is to be funded at the sole discretion of Oaktree no earlier than nine months and no later than 12 months after the Business Combination closing date (“Oaktree Tranche 2 Loan”). The Company will use the proceeds from the Oaktree Tranche 1 Loan for general business purposes, including the settlement of Business Combination related transaction costs and to fund expansion efforts. A condition to the funding of the Oaktree Tranche 2 Term Loan is that the Company shall use the proceeds to repay all outstanding amounts under the Silverview Facility. Interest on the Oaktree Tranche 1 Loan accrues on a daily basis calculated based on a 360-day year at a rate per annum equal to (i) 12.5% payable in arrears, at Pinstripes’ option either in cash or in kind (subject to certain procedures and conditions); provided that the interest payable in respect of any period following December 31, 2024, interest under this clause (i) will be required to be paid solely in cash, plus (ii) 7.5% payable quarterly in arrears, at Pinstripes’ option, either in cash or in kind (subject to certain procedures and conditions). On each payment interest date, the Company will increase the principal amount based upon the contractual rate and assume the value of the payment in kind is equal to the amount accrued. The effective interest rate of the original debt will incorporate the paid-in-kind (PIK) interest in the computation of the effective interest rate as an assumed cash flow on each payment date. As of April 28, 2024, the Company recorded $3,430 of accrued PIK interest in long-term notes payable on the consolidated balance sheet. The obligations of the Company under the Oaktree Tranche 1 Loan are unconditionally guaranteed (the “Guarantees”) by Pinstripes and certain other subsidiaries of Pinstripes (collectively, the “Guarantors”). The obligations under the Oaktree Tranche 1 Loan and the Guarantees are secured by a second lien security interest in substantially all assets of the Guarantors, subordinate to the first lien security interests of the other senior secured lenders (Silverview and Granite Creek) of Pinstripes, and including a pledge of the equity of the Company. Any prepayment of the Oaktree Tranche 1 Loan prior to its maturity date will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points. The Oaktree Tranche 2 Loan presents a written option to Oaktree to issue an additional $40,000 of funding at Oaktree’s sole discretion. The Company determined the written option for the Oaktree Tranche 2 Loan requires recognition as a liability and to be remeasured at fair value at the end of each reporting period. On December 29, 2023, the written option was initially recognized at its issuance date fair value of $1,773. During the fiscal year ended April 28, 2024, the Company recorded a gain for the change in fair value of the written option in the amount of $761, which is presented within the change in fair value of warrant liabilities and other in the consolidated financial statements of operations. As of April 28, 2024, the fair value of the written option was $1,012. As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $27,747, of which $496 was debt issuance costs and $27,251 was debt discount on the consolidated balance sheets. Convertible Notes On June 4, 2021, the Company entered into two convertible note agreements for $5,000 in the aggregate. The convertible notes accrue interest at 1.07% annually and mature on June 4, 2025. Holders of the convertible notes had the right, at their option, to convert all of the outstanding principal and accrued interest to shares of Legacy Pinstripes Common Stock equal to the quotient of (i) the outstanding principal on the convertible note divided by (ii) the conversion price of $10 per share. In connection with the closing of the Business Combination, the convertible note holders elected to convert all of the outstanding $5,000 principal balance and the $137 of accrued unpaid interest to approximately 5,000 shares of Legacy Pinstripes Common Stock. With the election to convert all of the outstanding principal and accrued interest at 1.07%, the holder of the note forfeited additional interest of $890. Finance Obligations In 2011, the Company entered into a failed sale leaseback at its Northbrook, Illinois location. The Company sold the building, fixtures, and certain personal property and assigned the ground lease to a new lessor. The Company received $7,000 from the transaction, which was accounted for as a financing obligation with repayment terms of 15 years. The obligation is repaid in monthly installment payments, which includes principal and interest at an 8.15% annual rate. As of April 28, 2024 and April 30, 2023, the principal outstanding was $3,460 and $3,995, respectively. During the second, third and fourth quarters of fiscal year 2024, the Company entered into agreements to pay for its bowling equipment for four locations through a long-term payment plan. The Company will pay approximately $2,805 for the equipment, which was accounted for as a financing obligation with a repayment term of five years. The obligation is repaid in monthly installment payments, which includes principal and interest at a 10% annual rate. As of April 28, 2024, the principal outstanding was $2,664. Debt Covenants On December 29, 2023, the Silverview and Granite Creek Facilities were amended in connection with the entry into the Oaktree loan and Oaktree’s entry into intercreditor agreements with each of Silverview and Granite Creek. The Silverview Facility and Granite Creek Facility were amended to align the measurement periods for the financial covenants of all three loan agreements, inclusive of Oaktree, and to provide for the Company’s guarantee of their obligations under each of the Silverview Facility and Granite Creek Facility. The Senior Notes, along with the amended Silverview Facility and Granite Creek Facility, require the Company to maintain a minimum specified total net leverage ratio. The Company’s loan agreements contain events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specific grace period, material misrepresentations and failure to comply with covenants. The Guarantors are subject to negative covenants restricting the activities of the Guarantors, including, without limitation, limitations on: dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or redeeming stock or making other distributions, making certain investments and engaging in certain other business transactions. The Guarantors were in compliance with the debt covenants as of April 28, 2024. The first covenant measurement period is ending on January 6, 2025. Liquidity The Company has reported negative working capital as of April 28, 2024 and had losses from operations and cash used in operating activities for the fiscal year ended April 28, 2024. The Company’s ability to continue as a going concern is dependent upon it generating sufficient cash from operations over the next twelve months from the date of the issuance of these financial statements. The Company believes that its current earnings projections, which include full year results for the stores that opened during the fiscal year ended April 28, 2024, new store openings and strategic cost reductions, along with its existing cash and committed lessor tenant allowances, will provide the liquidity cash necessary to meet its current obligations, including for capital expenditures and lease obligations, and continued operations as they become due for at least the next twelve months. Fair Value The fair value of long-term notes payable (including current maturities) as of April 28, 2024 is approximately $71,061 and estimated using Level 3 inputs. Debt Maturities Below are the Company’s principal payment maturities as of April 28, 2024, by fiscal year, inclusive of the Oaktree PIK interest added to the principal balance: 2025 $ 4,818 2026 7,123 2027 10,198 2028 34,390 2029 75,889 Thereafter 500 Total $ 132,918 |
Income Taxes
Income Taxes | 12 Months Ended |
Apr. 28, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax expense are as follows: April 28, 2024 April 30, 2023 Current: State and local $ 36 $ 192 Total current $ 36 192 Income tax expense $ 36 $ 192 The income tax provision attributable to net income (loss) differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income tax for the fiscal years ended April 28, 2024 and April 30, 2023 due to the following: April 28, 2024 April 30, 2023 U.S. federal provision at statutory tax rate $ (1,376) $ (1,540) State income taxes, net of federal benefit 884 (711) Permanent differences 295 102 PPP loan forgiveness — (1,755) Stock compensation — (12) Change in fair value of warrant liabilities (5,593) — Return-to-provision (75) — Tax credits (407) (157) Deferred adjustment 1,558 — Change in valuation allowance 4,672 4,265 Other 78 — Income tax expense $ 36 $ 192 The effective tax rate for the years ended April 28, 2024 and April 30, 2023 was approximately (0.6)%, and (2.6)%, respectively, which was primarily due to the change in fair market value of warrant liabilities, nondeductible transaction costs, the FICA tip credit generated and fully offset by the change in valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at April 28, 2024 and April 30, 2023 are as follows: April 28, 2024 April 30, 2023 Deferred tax assets: Amount due to customers $ 550 $ 1,474 Operating lease liabilities 29,718 28,481 Section 163(j) limitation 3,059 1,481 Net operating losses 20,890 14,961 Tax credits 4,735 4,328 Other accrued liabilities 65 97 Stock compensation 552 271 Other 3 3 Deferred tax assets $ 59,572 $ 51,096 Valuation allowance (47,693) (43,021) Net deferred tax assets $ 11,879 $ 8,075 Deferred tax liabilities: Property and equipment $ (2,568) $ (2,597) Operating lease right-of-use assets (9,311) (5,478) Total deferred tax liabilities (11,879) (8,075) Net deferred tax liabilities $ — $ — As of April 28, 2024, the Company had federal and state net operating loss (NOL) carryforwards of $87,949 and $145,190, respectively, resulting in an NOL deferred tax asset of $20,890. The federal NOLs generated prior to 2018 of $15,106, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $72,843 can be carried forward indefinitely. Under the CARES Act, a five-year carryback was established for NOLs generated in 2018, 2019 and 2020 and the 80% limitation was suspended as well for NOLs generated in these tax years. These CARES Act provisions apply only to the Federal $9,000 of NOLs generated from fiscal years 2019 to 2021. The Company does not expect to be impacted by the provisions of the CARES Act. As of April 28, 2024, the Company generated $145,190 in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2025 and 2044. The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the Company's operating history, accumulated deficit and the existence of taxable or deductible temporary differences and reversal periods. The net change in total valuation allowance for the fiscal years ended April 28, 2024 and April 30, 2023, was an increase of $4,672 and $4,265, respectively. The fiscal year 2024 and fiscal year 2023 valuation allowance movements were both driven primarily by U.S. and state NOL and credit carryforwards that are not expected on a more likely than not basis to be realized. The net increase in fiscal year 2024 and fiscal year 2023 fully offset U.S. and state tax benefits. The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. As of fiscal years ended April 28, 2024 and April 30, 2023, the Company recorded no accrual for unrecognized tax benefits. The Company classifies interest expense and penalties related to the underpayment of income taxes in the consolidated financial statements as income tax expense. As of fiscal years ended April 28, 2024 and April 30, 2023, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards. The Company files U.S. federal and various state income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is subject to tax examination in the U.S., various states and for the tax years 2020 to the present for federal, and 2020 to present for states. However, the taxing authorities may continue to examine the Company's federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized. |
Leases
Leases | 12 Months Ended |
Apr. 28, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. The Company has non-cancelable operating leases expiring at various times through 2036. In June 2023, the Company entered into a lease amendment for one location that resulted in a lease modification in accordance with Accounting Standards Codification 842, Leases (ASC 842), under which the Company received an abatement of $4,673 and deferral of previously unpaid rent of $4,500. The modification of the lease increased the lease liability by $2,678, decreased accrued occupancy costs by $9,173 and decreased the lease asset, which resulted in a gain of $3,281 that is included as a reduction in the Company’s store occupancy costs, excluding depreciation, line of the consolidated statements of operations for the fiscal year ended April 28, 2024. As of April 28, 2024, the Company entered into additional operating leases with $81,226 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of April 28, 2024, the Company did not have control of the underlying properties. The components of lease expense are as follows: April 28, 2024 April 30, 2023 Operating lease cost $ 12,980 $ 14,199 Variable lease cost 5,936 3,616 Short term lease cost 172 43 Total lease cost $ 19,088 $ 17,858 The operating lease costs, except pre-opening costs of $1,418 for the year ended April 28, 2024 and $1,547 for year ended April 30, 2023, are included within store occupancy costs on the consolidated statements of operations. Supplemental cash flow information is as follows: April 28, 2024 April 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,244 $ 25,549 The aggregate future fixed lease payments for operating leases as of April 28, 2024 are as follows: 2025 $ 25,971 2026 21,858 2027 21,273 2028 20,289 2029 16,866 Thereafter 85,939 Total Lease payments 192,196 Less: imputed interest (82,682) Total $ 109,514 Other information related to operating leases is as follows: 2024 2023 Weighted-average remaining lease term (years) 12.0 9.8 Weighted-average discount rate 11.7 % 9.5 % |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Apr. 28, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock As of October 15, 2023, Legacy Pinstripes had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”) and a total of 11,054,593 issued and outstanding with a carrying value of $75,262 and a liquidation preference of $114,663. On December 29, 2023, upon the closing of the Business Combination, Series A through Series H converted into New Pinstripes shares of Class A Common Stock based on the Exchange Ratio of approximately 1.8486 and Series I converted into Class A Common Stock based on the Series I Exchange Ratio of approximately 2.5, inclusive of accrued Series I dividends (see Note 3). The changes in the balance of the Preferred Stock included in the mezzanine equity for the fiscal year ended April 28, 2024 is as follows: Balance as of April 30, 2023 Issuance of Redeemable Convertible Preferred Stock, net Remeasurement to Redemption Amount Accretion of Cumulative Dividends Conversion in connection with the Reverse Recapitalization Balance as of April 28, 2024 Series A $ 1,151 $ — $ — $ — $ (1,151) $ — Series B 930 — — — (930) — Series C 300 — — — (300) — Series D 10,340 — — — (10,340) — Series E 2,207 — — — (2,207) — Series F 27,290 — — — (27,290) — Series G 3,550 — — — (3,550) — Series H 7,700 — — — (7,700) — Series I — 19,843 1,423 878 (22,144) — Total $ 53,468 $ 19,843 $ 1,423 $ 878 $ (75,612) $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Apr. 28, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Legacy Pinstripes’ 2008 Equity Incentive Plan (the “Plan”) provided for the issuance of 2,900,000 shares of Legacy Pinstripes Common Stock in the form of an option award or restricted stock award to eligible employees and directors. On October 19, 2023, the Board of Directors of Legacy Pinstripes approved a new equity incentive plan, the 2023 Stock Option Plan (the “2023 Plan”), which provided for the issuance of 1,500,000 shares of Legacy Pinstripes Common Stock in the form of options awards to eligible employees and directors. On December 29, 2023, in connection with the closing of the Business Combination, the Board of Directors of the Company approved a 2023 Omnibus Equity Incentive Plan (the “2023 Omnibus Plan”), which provides for the issuances of up to 12,900,000 shares of Class A Common Stock in the form of option awards, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSUs”) and performance awards to eligible employees and directors. The number of shares of Class A Common Stock available for issuance under the 2023 Omnibus Plan will be subject to an annual increase on the first day of each fiscal year of the Company beginning April 29, 2024, equal to the lesser of (i) 15% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the 2023 Omnibus Plan as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by the Company as of such last day) and (ii) any such smaller number of shares as is determined by the Board. Option awards vest 20% at the end of each year over five years and expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards, stock appreciation rights or performance awards outstanding as of April 28, 2024. Stock Options We recorded compensation expense related to stock options of $971 for fiscal year 2024 and $296 for fiscal year 2023. We use the Black-Scholes option-pricing model to measure the fair value of stock options granted to employees. Subsequent to the Reverse Recapitalization (see Note 3), granted options have exercise prices equal to the market price of the Company’s common stock on the grant date. The principal assumptions used in valuing options include: (1) risk-free interest rate - an estimate based on the yield of United States zero coupon securities with a maturity equal to the expected life of the option; (2) expected volatility - an estimate based on the historical volatility of the Company and Peer Group’s common stock for a period equal to the expected life of the option; and (3) expected option life - an estimate based on historical experience. The assumptions used in the valuation of stock options granted during fiscal years 2024 and 2023 were as follows: April 28, 2024 April 30, 2023 Estimated volatility 70.0 % 35 - 40% Expected term (years) 10.0 N/A Risk-free rate 4.6 % 2.7 - 4.1% Expected dividend yield 0.0 % 0.0 % Weighted average fair value at grant date $ 4.81 $ 1.00 A summary of equity classified option activity for the fiscal year ended April 28, 2024 is as follows: Number of Options (1) Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023, as previously reported 2,284,399 $ 9.84 6.56 $ 16,628 Retroactive application of reverse recapitalization 1,938,936 (4.51) — $ — Outstanding at April 30, 2023, as previously reported 4,223,335 $ 5.33 6.56 $ 16,628 Granted 1,605,234 11.70 Exercised (47,395) 3.55 $ 92 Cancelled or expired (1,089,473) 8.58 Outstanding at April 28, 2024 4,691,701 $ 6.76 6.43 $ — Exercisable at April 28, 2024 2,495,483 $ 4.37 4.50 __________________ (1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy Pinstripes’ stock options for New Pinstripes’ stock options at an exchange ratio of approximately 1.8486 as a result of the Reverse Recapitalization (see Note 3). The unrecognized expense related to our stock option plan totaled approximately $6,149 as of April 28, 2024 and will be expensed over a weighted average period of 2.03 years. Restricted Stock Unit Awards We recorded compensation expense related to RSUs of $207 for fiscal year 2024. We did not grant RSUs prior to fiscal year 2024. On January 19, 2024, non-employee directors received a restricted stock unit award, with the number of shares issued to the director determined by dividing $125,000 by the average of the high and low price of Pinstripes’ common stock on the grant date. The awards vest one year from the grant date. There were no other restricted stock units granted during the fiscal year ended April 28, 2024. Shares Weighted-Average Grant Date Fair Value Per Share Unvested at April 30, 2023 — $ — Granted 172,806 4.34 Cancelled or expired — — Vested — — Unvested at April 28, 2024 172,806 $ 4.34 The unrecognized expense related to our restricted stock units totaled approximately $545 as of April 28, 2024 and will be expensed over a weighted average period of 0.73 years. |
Warrants
Warrants | 12 Months Ended |
Apr. 28, 2024 | |
Equity [Abstract] | |
Warrants | Warrants In fiscal year 2023, the Company issued 267,000 warrants to Silverview (the “Silverview Warrants”), recorded at fair value in additional paid-in capital within the consolidated balance sheets of $1,712, net of issuance costs. Upon surrender of these warrants, the holder was entitled to purchase one share of Legacy Pinstripes Common Stock at an exercise price of $0.01. Furthermore, in fiscal year 2023, the Company issued 7,500 warrants to another service provider with an exercise price of $10 per share. On August 1, 2023, the Company and Silverview amended and restated the Silverview warrant agreement to correct the number of shares of common stock Silverview was entitled to subscribe and purchase from 258,303 to 162,946. A separate warrant agreement for 8,697 warrants of the 267,000 issued in fiscal year 2023 was not amended and the warrants remained issued. Under the term loan agreement, the Company was contractually obligated to issue a specified number of warrants to Silverview in the event the Company elected to exercise its right to obtain additional funding from Silverview under the term loan agreement. Therefore, the remaining warrants were considered contingently issuable and the contingency was satisfied when a draw on Silverview Tranche 2 Loan occurred. For accounting purposes, all 267,000 warrants were still considered issued and outstanding. As a result of the amended and restated warrant agreement with Silverview, the Company determined the contingently issuable warrants require recognition as a liability. The contingently issuable warrants were reclassified at their current fair value on August 1, 2023. When the contingently issuable warrants’ contingency was satisfied, the respective warrant shares were considered indexed to the Company’s common stock and qualified for equity classification under the derivative scope exception provided by Accounting Standards Codification, Derivatives and Hedging (ASC 815). Upon the satisfaction of the issuance contingency, the Company shall (i) reclassify the respective warrant shares to equity and (ii) recognize any previous gains or losses in fair value through earnings during the period the shares were classified as a liability. On August 1, 2023, the Company issued 7,629 warrant shares to Silverview in exchange for $1,000 in funding drawn under the Silverview Tranche 2 Loan (see Note 7). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. On September 29, 2023, the Company issued 11,443 warrants in exchange for $1,500 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. On October 20, 2023, the Company issued 38,143 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $524 was reclassed from the warrant liability to additional paid-in-capital. On December 29, 2023, the Company issued 38,142 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $415 was reclassed from the warrant liability to additional paid-in-capital. In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek in connection with its equipment loan agreement (the “Granite Creek Warrants”). Granite Creek had the right to require Legacy Pinstripes to pay cash to repurchase all or any portion of the warrants or the shares of Common Stock issued under the warrants. The Company determined these warrants required liability classification in accordance with Accounting Standards Codification 480, Distinguishing Liabilities from Equity (ASC 480), and as a result, recorded a warrant liability of $1,925 as of April 30, 2023. On December 4, 2023, Granite Creek exercised their warrants at a par value of $0.01. The Company de-recognized the warrant liability of $2,202. In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of the measurement date, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of the measurement date less the exercise price of $0.01 for Silverview and less the exercise price of $0.001 for the Granite Creek warrants. In connection with the Reverse Recapitalization, the holders of Legacy Pinstripes’ warrants elected to convert all outstanding warrants to shares of New Pinstripes Common Stock on a cashless basis (see Note 3). As of April 28, 2024, there were no outstanding Legacy Pinstripes warrants. In connection with Banyan’s IPO Banyan issued (i) 12,075,000 public warrants (“Public Warrants”) and 11,910,000 private placement warrants (“Private Warrants”). On December 29, 2023, in connection with the Reverse Capitalization, the Company effectively issued an aggregate of 23,985,000 warrants to purchase an equal number of shares of Class A Common Stock, representing the 12,075,000 Public Warrants and 11,910,000 Private Warrants. The Public Warrants and Private Warrants remained unexercised and were issued and outstanding as of April 28, 2024. The Public Warrants and Private Warrants meet the definition of a derivative instrument, requiring liability classification, and are measured at fair value on a recurring basis with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants is measured by the Company’s publicly traded warrant price. In determining the fair value of the Private Warrants, the Company utilizes the Cox-Rubenstein-Ross binomial lattice model using Level 3 inputs consisting of the fair value of the Public Warrants as of the measurement and implied equity volatility. On the December 29, 2023 issuance date, the Company recorded a warrant liability for the Public Warrants and Private Warrants in the fair value amounts of $4,456 and $25,368, respectively. During the year ended April 28, 2024, the Company recognized a gain for the change in fair value of the Public Warrants and Private Warrants, respectively, in the amounts of $2,403 and $22,010. The Public Warrants are exercisable 30 days after consummation of the Reverse Recapitalization if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the Public Warrants, and expire five years from the consummation of the Reverse Recapitalization, or earlier upon redemption or liquidation. The redemption of the Public Warrants is as follows: Redemption of Public Warrants when the price per Common Stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the underlying Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Public Warrants when the price per Common Stock equals or exceeds $10.00 . Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise the Public Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the underlying Common Stock; • if, and only if, the last reported sale price of the underlying Common Stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the holders; and • if the closing price of the underlying Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders is less than $18.00 per share, the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Private Warrants are identical to the Public Warrants with the exception that the underlying shares of Common Stock issuable upon exercise of Private Warrants are not transferable, assignable or saleable, until 30 days after the consummation of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, the holders have the right to exercise the Private Warrants on a cashless basis and are entitled certain registration rights. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company in all Public Warrant redemption scenarios described above, on the same basis as the Public Warrants. In connection with the Reverse Recapitalization, the Company entered into a loan agreement with Oaktree (see Note 7). In connection with the closing of the Oaktree Tranche 1 Loan, Oaktree was granted fully detachable warrants exercisable for an aggregate 2,500,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 1 Warrant s ”). In the event that the volume-weighted average price (“VWAP”) per share of the Company’s Class A Common Stock during the period commencing on the 91 st day after the closing of the Business Combination and ending 90 days thereafter is less than $8.00 per share, the Company shall grant to Oaktree a warrant to purchase Common Stock for 187,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”). If the VWAP is less than $6.00 during the same period, the Company shall instead grant to Oaktree a warrant to purchase common stock for 412,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”). In the event the Oaktree Tranche 2 Loan is funded, Oaktree will be granted additional warrants exercisable for an aggregate amount of 1,650,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 2 Warrants” (collectively, the Oaktree Tranche 1 Warrants, Additional Oaktree Tranche 1 Warrants and Tranche 2 Warrants are referred to as the “Oaktree Warrants”). In the event that the VWAP per share of Class A Common Stock during the period commencing the 91 st day after the closing of the Oaktree Tranche 2 Loan and ending 90 days thereafter is less than $6.00 per share, Oaktree will instead be granted Oaktree Tranche 2 Warrants exercisable for an aggregate of 1,900,000 shares of Class A Common Stock, at an exercise price of $0.01 per share. The Oaktree Warrants will be exercisable on a cashless basis and the Company has agreed to register for the resale of the shares of Class A Common Stock underling the Oaktree Warrants. The Company determined the Oaktree Tranche 1 Warrants meet the equity classification guidance. Upon surrender of these equity-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $0.01 per share. The equity classified warrants expire on the 10-year anniversary of the Reverse Recapitalization. Under the Oaktree loan agreement, the Company is contractually obligated to issue a specified number of warrants to Oaktree based on the scenarios above. Therefore, the Additional Oaktree Tranche 1 Warrants and Oaktree Tranche 2 Warrants are considered contingently issuable and the contingency is satisfied when Oaktree exercises its written option on the Oaktree Tranche 2 Loan and the Class A Common Stock meets the contingency requirements above. When the contingently issuable warrants’ contingency is satisfied, the respective shares underlying these warrants will be considered indexed to the Class A Common Stock and qualify for equity classification under the derivative scope exception provided by ASC 815. As of April 28, 2024, outstanding warrants were as follows: Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 28,864,100 9.56 Expired — — Exercised (160,149) $ 0.01 Converted in connection with the reverse recapitalization (390,100) $ 1.71 Outstanding as of April 28, 2024 28,797,500 $ 9.58 The Company remeasures the liability-classified warrants to fair value at each reporting period. During the fiscal year ended April 28, 2024, the change in the fair value was as follows: Warrant liabilities as of April 30, 2023 $ 1,925 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 894 Issuance of contingently issuable shares (173) Exercised (2,202) Issuance of public and private warrants 29,824 Change in fair value (25,872) Warrant liabilities as of April 28, 2024 $ 5,411 The change in fair value of the liability-classified warrants is reported in gain on change in fair value of warrant liabilities and other on the consolidated statements of operations. Upon surrender of these liability-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $11.50 per share. The outstanding liability-classified warrants expire on the five-year anniversary of the closing of the Reverse Recapitalization. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Apr. 28, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated using the two-class method required for companies with participating securities. The two-class method is an earnings allocation formula under which the Company treats participating securities as having rights to earnings that otherwise would have been available to common shareholders. The Company considers the Redeemable Convertible Preferred Stock to be participating securities as the holders are entitled to receive dividends on an as-if converted basis equal to common stock. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding, including issued but unexercised pre-funded warrants outstanding, during the respective periods. As the contingently issuable warrants are contingent upon additional funding under the Oaktree Tranche 2 loan being received, they have not been included in the calculation of basic net loss per share. Diluted net loss per share is calculated using the more dilutive of either the treasury stock and if-converted method, as applicable, or the two-class method assuming the participating security is not converted. The Company did not declare any common stock dividends in the periods presented. The following tables provide the calculation of basic and diluted net loss per share of common stock for the fiscal years ended April 28, 2024 and April 30, 2023: April 28, 2024 April 30, 2023 Numerator: Net loss (6,789) (7,525) Cumulative unpaid dividends on Series I redeemable convertible preferred stock (878) — Change in redemption amount of redeemable convertible preferred stock (1,423) — Net loss available to common stockholders (9,090) (7,525) Denominator: Weighted average common shares outstanding, basic 22,317,755 11,480,322 Dilutive awards outstanding — — Weighted average common shares outstanding, diluted 22,317,755 11,480,322 Net loss per share: Basic $ (0.41) $ (0.66) Diluted $ (0.41) $ (0.66) The following table conveys the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share (in thousands): April 28, 2024 April 30, 2023 Stock options 4,692 4,223 Warrants 26,298 194 Preferred Stock (as converted to common stock) — 18,863 Convertible debt (as converted to common stock) — 924 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Apr. 28, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject to certain legal proceedings and claims that arise in the ordinary course of business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents, and similar matters. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that, except as set forth below, their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. On November 6, 2023, Riveron Consulting, LLC filed a lawsuit against the Company in the District Court of the 95th Judicial District of Dallas County, Texas for breach of contract and failure to receive compensation for services rendered. The complaint seeks monetary relief for services rendered and attorneys’ fees. The Company has accrued a liability of $464 within accounts payable in the consolidated balance sheets as this amount represents the probable and reasonably estimable cost to resolve this matter. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Apr. 28, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions For the fiscal years ended April 28, 2024 and April 30, 2023, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures and equipment for existing and new locations under construction of $2,647 and $6,553, respectively. As of April 28, 2024 and April 30, 2023, $1,918 and $1,911 due to this related party is included in accounts payable within the consolidated balance sheets, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Apr. 28, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through June 28, 2024, the date of issuance of these financial statements, and determined there were no additional items that required further disclosure or recognition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Apr. 28, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries: Pinstripes, Inc., Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC. All intercompany accounts and transactions have been eliminated in consolidation. |
Fiscal Years | Fiscal years The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal year ended April 30, 2023 contained 53 weeks and the fiscal year ended April 28, 2024 contained 52 weeks. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash cash cash equivalents | Cash, cash equivalents and restricted cash |
Restricted cash | Restricted cash includes cash held to secure a letter of credit, with legally restricted cash collateral provisions, for the benefit of a landlord in exchange for a liquor license for the Company. |
Accounts receivable | Accounts receivable Accounts receivable primarily includes amounts due from the service provider processing customer event deposits and amounts due from third-party gift card distributors. The Company monitors the collectability of its receivables with customers based on the length of time the receivable is past due and historical experience. Historically, the amounts of bad debt losses have been de minis. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses and deposits consist primarily of prepaid insurance premiums. |
Inventories | Inventories |
Property and equipment | Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method, based on assets’ useful lives or the shorter of the estimated useful lives or the terms of the underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow: Depreciable Life - Years Furniture, fixtures, and equipment 3 - 10 Leasehold improvements 10 - 20 Building and building improvements 15 - 30 Software 3 - 7 Repairs and maintenance are expensed as incurred. Upon sale or retirement, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is included in operating income. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets, such as property and equipment, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual store level, since this is the lowest level of identifiable cash flows, and primarily includes an assessment of historical cash flows and other relevant factors and circumstances, including the maturity of the store, changes in the economic environment and future operating plans. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment loss is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value is estimated through the cost and income approach. Projecting undiscounted future cash flows requires the use of estimates and assumptions that are largely unobservable, and classified as Level 3 inputs in the fair value hierarchy. If actual performance does not achieve such projections, the Company may be required to recognize impairment charges in futures periods and such charges could be material. Due to certain market and operating conditions, the Company recorded an impairment charge of $2,363 primarily related to leasehold improvements and furniture, fixtures and equipment for the fiscal year ended April 30, 2023, with no impairment charges recorded in fiscal year 2024. |
Leases | Leases Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. The Company has made an accounting policy election applicable to all asset classes not to record leases with an initial term of twelve months or less on the balance sheet as allowed within ASC 842. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future fixed payments discounted at the Company’s estimated fully collateralized borrowing rate corresponding with the lease term (i.e., incremental borrowing rate). In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any initial direct costs incurred and lease prepayment, less any tenant improvement allowance incentives received. Most of the Company’s leases include one or more options to renew, with terms that can extend from 5-10 years. To determine the expected lease term, we excluded all options as it is not reasonably certain we would exercise these options. Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. The Company does not separate lease and non-lease components (e.g. common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants. The discount rate used to determine the amount of right-of-use assets and lease liabilities is the interest rate implicit in the lease, when known. If the rate is not implicit in the lease, the Company uses its incremental borrowing rate, which is derived based on available information at or near the commencement date. |
Debt and equity issuance costs | Debt and equity issuance costs Debt issuance costs and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts. Equity issuance costs incurred in connection with the warrants granted to the lenders are recorded as a reduction of additional paid-in capital. |
Revenue | Revenue Food and beverage revenues and recreation revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenues include the sale of food and beverage products. Recreation revenues include bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Event deposits received from customers in advance are included in amounts due to customers in the consolidated balance sheets in the amounts of $6,640 as of April 28, 2024 and $5,453 as of April 30, 2023. The Company sells gift cards, which do not have expiration dates, and does not deduct non-usage fees from outstanding gift card balances. Gift card sales are initially recorded by the Company as a liability and subsequently recognized as revenue upon redemption by the customer. For unredeemed gift cards that the Company expects to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, the Company recognizes expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on the Company’s specific historical redemption patterns. The contract liability related to gift cards is included in amounts due to customers in the consolidated balance sheets in the amounts of $1,993 as of April 28, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 Redemptions, net of discounts $ 2,152 $ 1,415 Breakage 639 755 Gift card revenue, net $ 2,791 $ 2,170 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. |
Pre-opening costs | Pre-opening costs Pre-opening costs, which are expensed as incurred, consist of expenses prior to opening a new store location and are made up primarily of manager salaries, relocation costs, recruiting expenses, payroll and training costs, marketing and travel costs. These costs also include occupancy costs recorded during the period between the date of possession and the date we begin operations at a location. Pre-opening costs were $8,889 and $4,935 for the fiscal years ended April 28, 2024 and April 30, 2023, respectively, due to preparations for new locations under construction. |
Advertising Expense | Advertising Expense Advertising costs are expensed as incurred in general and administrative expenses in the Company’s consolidated statements of operations. Marketing expenses related to new locations are recorded in preopening expenses in the consolidated statements of operations. Advertising costs incurred were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 General and administrative expenses $ 4,958 $ 3,044 Pre-opening expenses 910 604 Advertising costs incurred $ 5,868 $ 3,648 |
Store labor and benefits | Store labor and benefits Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses and payroll taxes. Corporate-level employees payroll costs are classified within general and administrative expenses on the consolidated statements of operations. |
Store occupancy costs, excluding depreciation | Store occupancy costs, excluding depreciation Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes and utilities. |
Other store operating expenses, excluding depreciation | Other store operating expenses, excluding depreciation The other store operating expenses, excluding depreciation, include all other venue-level operating expenses such as kitchen supplies, repairs and maintenance, credit card and bank fees, third-party delivery service fees and event expenses, except for store labor and related benefits associated with employees. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for stock-based payment awards by charging the fair value of each award, as determined on its grant date, to earnings on a straight-line basis over each award’s requisite vesting period. The requisite service period for the Company’s stock options awards with service is derived by considering both the awards’ vesting period of five years and requisite service period derived from the market condition, which considers achievement of certain share prices. Forfeitures are recorded as they occur. The fair value of each option award is estimated on the date of grant based on the Black-Scholes option pricing model or Hull White Binomial Lattice option valuation model. Significant inputs used in these models include the expiration date of the option term, contractual option term, a risk-free interest rate, expected volatility and management’s estimate of the fair value of the Company’s common stock. The Company granted non-employee directors a restricted stock unit award during fiscal year 2024 and compensation expense is recognized based on the grant date fair value over the one-year vesting period (see Note 11). |
Fair value of financial instruments | Fair value of financial instruments U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – include other inputs that are directly or indirectly observable in the marketplace. Level 3 – unobservable inputs which are supported by little or no market activity. The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair market value due to the short term nature associated with these financial instruments. The fair value of our debt uses Level 3 inputs and Black-Derman-Toy (BDT) interest rate model (see Note 7). The fair value of warrant liabilities is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820 (see Note 12). Stock-based compensation is measured at the grant date using Level 2 inputs and Black-Scholes or Hull White Binomial Lattice option-pricing model (see Note 11). |
Income taxes | Income taxes The Company is taxed as a C corporation under which income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized with respect to future tax consequences attributable to differences between the income tax basis of assets and liabilities and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. |
Classification of instruments as liabilities or equity | Classification of instruments as liabilities or equity The Company has applied ASC 480, Distinguishing Liabilities from Equity , to classify as a liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred stock. The Company determines the liability classification if the financial instrument is mandatorily redeemable for cash or by issuing a variable number of equity shares. If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company classifies financial instruments as temporary equity if the redemption of the preferred stock or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity. As of April 28, 2024, redeemable convertible preferred stock was converted into common equity in conjunction with the Reverse Recapitalization (see Note 3). The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. |
Recently adopted and issued accounting standards | Recently adopted and issued accounting standards In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". This Update applies to all public entities that are required to report segment information in accordance with Topic 280. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new standard. In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This Update applies to all entities that are subject to Topic 740. The amendments in this Update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Estimated depreciable lives for categories of property and equipment follow: Depreciable Life - Years Furniture, fixtures, and equipment 3 - 10 Leasehold improvements 10 - 20 Building and building improvements 15 - 30 Software 3 - 7 Property and equipment, net is summarized as follows: April 28, 2024 April 30, 2023 Leasehold improvements $ 84,747 $ 63,606 Furniture, fixtures, and equipment 50,355 34,069 Building and building improvements 7,000 7,000 Software 18 — Construction in progress 9,557 24,569 Total cost 151,677 129,244 Less: accumulated depreciation (71,662) (66,402) Property and equipment, net 80,015 62,842 |
Schedule of Components of Revenue | The components of gift card revenue were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 Redemptions, net of discounts $ 2,152 $ 1,415 Breakage 639 755 Gift card revenue, net $ 2,791 $ 2,170 |
Schedule of Advertising Costs Incurred | Advertising costs incurred were as follows: Fiscal Year Ended April 28, 2024 April 30, 2023 General and administrative expenses $ 4,958 $ 3,044 Pre-opening expenses 910 604 Advertising costs incurred $ 5,868 $ 3,648 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows: Shares Legacy Pinstripes stockholders (1) 33,449,433 Banyan stockholders (2) 3,697,203 Series I Investors 2,721,400 Other 50,000 Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization 39,918,036 __________________ (1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met. (2) Includes the 1,018,750 shares of Class A Common Stock to certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023 and excludes the 1,830,000 Sponsor Earnout Shares subject to forfeiture if the achievement of certain targets is not met. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: April 28, 2024 April 30, 2023 Beverage $ 672 $ 545 Food 277 257 Total $ 949 $ 802 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Estimated depreciable lives for categories of property and equipment follow: Depreciable Life - Years Furniture, fixtures, and equipment 3 - 10 Leasehold improvements 10 - 20 Building and building improvements 15 - 30 Software 3 - 7 Property and equipment, net is summarized as follows: April 28, 2024 April 30, 2023 Leasehold improvements $ 84,747 $ 63,606 Furniture, fixtures, and equipment 50,355 34,069 Building and building improvements 7,000 7,000 Software 18 — Construction in progress 9,557 24,569 Total cost 151,677 129,244 Less: accumulated depreciation (71,662) (66,402) Property and equipment, net 80,015 62,842 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consist of the following: April 28, 2024 April 30, 2023 Accrued payroll $ 3,010 $ 2,241 Accrued sales & income tax 1,566 1,072 Accrued interest 206 924 Landlord advances on construction buildout — 912 Accrued insurance 311 864 Oaktree Tranche 2 Written Option 1,012 — Accrued other 285 387 Accrued professional fees 156 288 Total 6,546 6,688 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term notes payable consists of the following: April 28, 2024 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 34,300 22,500 Equipment loan 16,500 11,500 Senior notes 53,430 — Convertible notes — 5,000 Finance obligations 6,124 3,995 Other 74 127 Less: unamortized debt issuance costs and discounts (35,433) (6,367) Total 75,495 37,255 Less: current portion of long-term notes payable (4,818) (1,044) Long-term notes payable $ 70,677 $ 36,211 |
Schedule of Principal Payment Maturities | Below are the Company’s principal payment maturities as of April 28, 2024, by fiscal year, inclusive of the Oaktree PIK interest added to the principal balance: 2025 $ 4,818 2026 7,123 2027 10,198 2028 34,390 2029 75,889 Thereafter 500 Total $ 132,918 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income tax expense | The components of income tax expense are as follows: April 28, 2024 April 30, 2023 Current: State and local $ 36 $ 192 Total current $ 36 192 Income tax expense $ 36 $ 192 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision attributable to net income (loss) differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income tax for the fiscal years ended April 28, 2024 and April 30, 2023 due to the following: April 28, 2024 April 30, 2023 U.S. federal provision at statutory tax rate $ (1,376) $ (1,540) State income taxes, net of federal benefit 884 (711) Permanent differences 295 102 PPP loan forgiveness — (1,755) Stock compensation — (12) Change in fair value of warrant liabilities (5,593) — Return-to-provision (75) — Tax credits (407) (157) Deferred adjustment 1,558 — Change in valuation allowance 4,672 4,265 Other 78 — Income tax expense $ 36 $ 192 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax assets and liabilities at April 28, 2024 and April 30, 2023 are as follows: April 28, 2024 April 30, 2023 Deferred tax assets: Amount due to customers $ 550 $ 1,474 Operating lease liabilities 29,718 28,481 Section 163(j) limitation 3,059 1,481 Net operating losses 20,890 14,961 Tax credits 4,735 4,328 Other accrued liabilities 65 97 Stock compensation 552 271 Other 3 3 Deferred tax assets $ 59,572 $ 51,096 Valuation allowance (47,693) (43,021) Net deferred tax assets $ 11,879 $ 8,075 Deferred tax liabilities: Property and equipment $ (2,568) $ (2,597) Operating lease right-of-use assets (9,311) (5,478) Total deferred tax liabilities (11,879) (8,075) Net deferred tax liabilities $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense are as follows: April 28, 2024 April 30, 2023 Operating lease cost $ 12,980 $ 14,199 Variable lease cost 5,936 3,616 Short term lease cost 172 43 Total lease cost $ 19,088 $ 17,858 Supplemental cash flow information is as follows: April 28, 2024 April 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,244 $ 25,549 Other information related to operating leases is as follows: 2024 2023 Weighted-average remaining lease term (years) 12.0 9.8 Weighted-average discount rate 11.7 % 9.5 % |
Future Fixed Lease Payments for Operating Leases | The aggregate future fixed lease payments for operating leases as of April 28, 2024 are as follows: 2025 $ 25,971 2026 21,858 2027 21,273 2028 20,289 2029 16,866 Thereafter 85,939 Total Lease payments 192,196 Less: imputed interest (82,682) Total $ 109,514 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | The changes in the balance of the Preferred Stock included in the mezzanine equity for the fiscal year ended April 28, 2024 is as follows: Balance as of April 30, 2023 Issuance of Redeemable Convertible Preferred Stock, net Remeasurement to Redemption Amount Accretion of Cumulative Dividends Conversion in connection with the Reverse Recapitalization Balance as of April 28, 2024 Series A $ 1,151 $ — $ — $ — $ (1,151) $ — Series B 930 — — — (930) — Series C 300 — — — (300) — Series D 10,340 — — — (10,340) — Series E 2,207 — — — (2,207) — Series F 27,290 — — — (27,290) — Series G 3,550 — — — (3,550) — Series H 7,700 — — — (7,700) — Series I — 19,843 1,423 878 (22,144) — Total $ 53,468 $ 19,843 $ 1,423 $ 878 $ (75,612) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | The assumptions used in the valuation of stock options granted during fiscal years 2024 and 2023 were as follows: April 28, 2024 April 30, 2023 Estimated volatility 70.0 % 35 - 40% Expected term (years) 10.0 N/A Risk-free rate 4.6 % 2.7 - 4.1% Expected dividend yield 0.0 % 0.0 % Weighted average fair value at grant date $ 4.81 $ 1.00 |
Schedule of Option Activity | A summary of equity classified option activity for the fiscal year ended April 28, 2024 is as follows: Number of Options (1) Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023, as previously reported 2,284,399 $ 9.84 6.56 $ 16,628 Retroactive application of reverse recapitalization 1,938,936 (4.51) — $ — Outstanding at April 30, 2023, as previously reported 4,223,335 $ 5.33 6.56 $ 16,628 Granted 1,605,234 11.70 Exercised (47,395) 3.55 $ 92 Cancelled or expired (1,089,473) 8.58 Outstanding at April 28, 2024 4,691,701 $ 6.76 6.43 $ — Exercisable at April 28, 2024 2,495,483 $ 4.37 4.50 __________________ (1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy Pinstripes’ stock options for New Pinstripes’ stock options at an exchange ratio of approximately 1.8486 as a result of the Reverse Recapitalization (see Note 3). |
Schedule of Restricted Stock Unit Activity | There were no other restricted stock units granted during the fiscal year ended April 28, 2024. Shares Weighted-Average Grant Date Fair Value Per Share Unvested at April 30, 2023 — $ — Granted 172,806 4.34 Cancelled or expired — — Vested — — Unvested at April 28, 2024 172,806 $ 4.34 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Equity [Abstract] | |
Schedule of Warrants | As of April 28, 2024, outstanding warrants were as follows: Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 28,864,100 9.56 Expired — — Exercised (160,149) $ 0.01 Converted in connection with the reverse recapitalization (390,100) $ 1.71 Outstanding as of April 28, 2024 28,797,500 $ 9.58 The Company remeasures the liability-classified warrants to fair value at each reporting period. During the fiscal year ended April 28, 2024, the change in the fair value was as follows: Warrant liabilities as of April 30, 2023 $ 1,925 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 894 Issuance of contingently issuable shares (173) Exercised (2,202) Issuance of public and private warrants 29,824 Change in fair value (25,872) Warrant liabilities as of April 28, 2024 $ 5,411 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Apr. 28, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share of common stock | The following tables provide the calculation of basic and diluted net loss per share of common stock for the fiscal years ended April 28, 2024 and April 30, 2023: April 28, 2024 April 30, 2023 Numerator: Net loss (6,789) (7,525) Cumulative unpaid dividends on Series I redeemable convertible preferred stock (878) — Change in redemption amount of redeemable convertible preferred stock (1,423) — Net loss available to common stockholders (9,090) (7,525) Denominator: Weighted average common shares outstanding, basic 22,317,755 11,480,322 Dilutive awards outstanding — — Weighted average common shares outstanding, diluted 22,317,755 11,480,322 Net loss per share: Basic $ (0.41) $ (0.66) Diluted $ (0.41) $ (0.66) |
Schedule of Antidilutive Securities | The following table conveys the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share (in thousands): April 28, 2024 April 30, 2023 Stock options 4,692 4,223 Warrants 26,298 194 Preferred Stock (as converted to common stock) — 18,863 Convertible debt (as converted to common stock) — 924 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) | 12 Months Ended |
Apr. 28, 2024 location segment state | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of locations | location | 17 |
Number of states | state | 10 |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Credit and debit card receivables | $ 1,624 | $ 1,381 |
Restricted cash | 1,000 | 0 |
Deposits | 6,640 | 5,453 |
Pre-opening expenses | $ 8,889 | $ 4,935 |
Vesting period | 5 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease renewal term | 5 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease renewal term | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and equipment (Details) | Apr. 28, 2024 |
Minimum | Furniture, fixtures, and equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 3 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 10 years |
Minimum | Building and building improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 15 years |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 3 years |
Maximum | Furniture, fixtures, and equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 10 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 20 years |
Maximum | Building and building improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 30 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Depreciable life (in years) | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 118,724 | $ 111,273 |
Gift Card Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract liability | 1,993 | 1,896 |
Total revenue | 2,791 | 2,170 |
Redemptions, net of discounts | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,152 | 1,415 |
Breakage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 639 | $ 755 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Advertising Expense [Line Items] | ||
Advertising expense | $ 5,868 | $ 3,648 |
General and administrative expenses | ||
Advertising Expense [Line Items] | ||
Advertising expense | 4,958 | 3,044 |
Pre-opening expenses | ||
Advertising Expense [Line Items] | ||
Advertising expense | $ 910 | $ 604 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Common and Preferred Stock (Details) - $ / shares | Apr. 28, 2024 | Dec. 29, 2023 | Dec. 28, 2023 | Apr. 30, 2023 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 430,000,000 | 430,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 40,087,785 | 17,422,009 | 11,422,476 | |
Common stock, shares outstanding (in shares) | 40,087,785 | 39,918,036 | 17,422,009 | 11,422,476 |
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par value, (in dollars per share) | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | 11,089,695 | ||
Preferred stock, shares outstanding (in shares) | 0 | 11,089,695 | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 400,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares issued (in shares) | 40,087,785 | |||
Common stock, shares outstanding (in shares) | 40,087,785 | |||
Class B-1 Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares issued (in shares) | 0 | |||
Common stock, shares outstanding (in shares) | 0 | |||
Class B-2 Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares issued (in shares) | 0 | |||
Common stock, shares outstanding (in shares) | 0 | |||
Class B-3 Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares issued (in shares) | 0 | |||
Common stock, shares outstanding (in shares) | 0 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 28, 2023 | Apr. 28, 2024 | Apr. 30, 2023 | |
Schedule of Reverse Recapitalization [Line Items] | ||||
Preferred stock, shares outstanding (in shares) | 11,089,695 | 0 | ||
Warrants outstanding (in shares) | 354,436 | 28,797,500 | 483,649 | |
Sale of private placement warrants (in shares) | 354,436 | |||
Shares issued upon conversion (in shares) | 5,000 | |||
Preferred stock, shares issued (in shares) | 11,089,695 | 0 | ||
Common stock, shares issued (in shares) | 17,422,009 | 40,087,785 | 11,422,476 | |
Common stock, shares outstanding (in shares) | 39,918,036 | 17,422,009 | 40,087,785 | 11,422,476 |
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 1.31 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Transaction costs | $ 24,317,000 | |||
Transaction costs for registration statements | 635,000 | |||
Prepaid transaction costs | 940,000 | |||
Taxes payable | 53,000 | |||
Payments for transaction costs | $ 23,864,000 | |||
Adjustments to APIC, reverse recapitalization | $ 61,000 | |||
Oaktree Warrants | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Sale of private placement warrants (in shares) | 2,500,000 | |||
Exercise price of warrant (in dollars per share) | $ 0.01 | |||
Senior notes | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Face amount | $ 90,000,000 | |||
Tranche 1 Loan | Senior notes | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares issued upon conversion (in shares) | 2,500,000 | |||
Face amount | $ 50,000,000 | |||
Exercise price of warrant (in dollars per share) | $ 0.01 | |||
Banyan Acquisition Corporation | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Sale of private placement warrants (in shares) | 23,985,000 | |||
Series I Investors | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 2,721,400 | |||
Banyan Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 3,697,203 | |||
Legacy Pinstripes Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 33,449,433 | |||
Options vested and expected to vest (in shares) | 2,722,593 | |||
Options exercisable (in shares) | 5,032,434 | |||
Third Party | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Transaction costs | $ 500,000 | |||
Legacy Pinstripes Common Stock | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares issued (in shares) | 11,089,695 | |||
Shares issued upon conversion (in shares) | 500,000 | |||
Series I Convertible Preferred Stock And Convertible Preferred Stock, Settled For Unpaid Dividends | Series I Investors | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares issued (in shares) | 885,750 | |||
Series I Convertible Preferred Stock | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Preferred stock, shares outstanding (in shares) | 850,648 | |||
Convertible Preferred Stock, Settled For Unpaid Dividends | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Preferred stock, shares outstanding (in shares) | 35,102 | |||
Class A Common Stock | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 40,087,785 | |||
Common stock, shares outstanding (in shares) | 40,087,785 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Class A Common Stock | Scenario 1 | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares issued (in shares) | 32,206,458 | |||
Conversion ratio | 1.8486 | |||
Class A Common Stock | Scenario 2 | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares issued (in shares) | 2,214,375 | |||
Conversion ratio | 2.5 | |||
Class A Common Stock | Banyan Acquisition Corporation | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 1,485,000 | 3,665,000 | ||
Common stock, shares outstanding (in shares) | 1,485,000 | 3,665,000 | ||
Shares forfeited (in shares) | 2,768,750 | |||
Class A Common Stock | Banyan Acquisition Corporation | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Conversion ratio | 2.5 | |||
Class A Common Stock | Series I Investors | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 507,025 | |||
Class A Common Stock | Banyan Redeemable Class A Common Stock Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 32,203 | |||
Class A Common Stock | Legacy Pinstripes Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 1,242,975 | |||
Class A Common Stock | Certain Investors, Banyan | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 1,018,750 | |||
New Pinstripes Common Stock | Banyan Class A Common Stock Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 3,665,000 | |||
New Pinstripes Common Stock | Third Party | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization (in shares) | 50,000 | |||
Redeemable Class A Common Stock | Banyan Acquisition Corporation | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 32,203 | |||
Common stock, shares outstanding (in shares) | 32,203 | |||
Class B common stock | Banyan Acquisition Corporation | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 345,000 | |||
Common stock, shares outstanding (in shares) | 345,000 | |||
Sponsor Earnout Shares | Banyan Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 1,830,000 | |||
Target Earnout Shares | Legacy Pinstripes Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 5,000,000 | |||
EBITDA Earnout Shares | Legacy Pinstripes Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares issued (in shares) | 4,000,000 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Apr. 28, 2024 | Dec. 29, 2023 | Dec. 28, 2023 | Apr. 30, 2023 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 40,087,785 | 39,918,036 | 17,422,009 | 11,422,476 |
Legacy Pinstripes Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 33,449,433 | |||
Banyan Stockholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 3,697,203 | |||
Series I Investors | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 2,721,400 | |||
Other Parties | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 50,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Inventory [Line Items] | ||
Total | $ 949 | $ 802 |
Beverage | ||
Inventory [Line Items] | ||
Total | 672 | 545 |
Food | ||
Inventory [Line Items] | ||
Total | $ 277 | $ 257 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 151,677 | $ 129,244 |
Less: accumulated depreciation | (71,662) | (66,402) |
Property and equipment, net | 80,015 | 62,842 |
Capitalized costs | 557 | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 84,747 | 63,606 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 50,355 | 34,069 |
Building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 7,000 | 7,000 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 18 | 0 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 9,557 | $ 24,569 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 3,010 | $ 2,241 |
Accrued sales & income tax | 1,566 | 1,072 |
Accrued interest | 206 | 924 |
Landlord advances on construction buildout | 0 | 912 |
Accrued insurance | 311 | 864 |
Oaktree Tranche 2 Written Option | 1,012 | 0 |
Accrued other | 285 | 387 |
Accrued professional fees | 156 | 288 |
Other accrued liabilities | $ 6,546 | $ 6,688 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 132,918 | |
Less: unamortized debt issuance costs and discounts | (35,433) | $ (6,367) |
Total | 75,495 | 37,255 |
Current portion of long-term notes payable | (4,818) | (1,044) |
Long-term notes payable | 70,677 | 36,211 |
PPP and SBA loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 500 | 500 |
Term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 34,300 | 22,500 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 16,500 | 11,500 |
Less: unamortized debt issuance costs and discounts | (3,285) | (2,770) |
Senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 53,430 | 0 |
Less: unamortized debt issuance costs and discounts | (27,747) | |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 5,000 |
Finance obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,124 | 3,995 |
Total | 2,664 | |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 74 | $ 127 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Apr. 28, 2024 USD ($) | Apr. 30, 2023 USD ($) | Apr. 25, 2021 USD ($) debt_instrument | Jun. 04, 2021 | Apr. 20, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest rate | 1.07% | ||||
Gain on extinguishment of debt | $ 0 | $ 8,355 | |||
PPP and SBA loans | Paycheck Protection Program Loan | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | debt_instrument | 3 | ||||
Face amount | $ 3,265 | $ 7,725 | |||
Debt term | 2 years | ||||
Interest rate | 1% | ||||
Gain on extinguishment of debt | $ 8,458 | ||||
Finance obligations | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 2,805 | ||||
Debt term | 5 years | ||||
Interest rate | 10% | ||||
Finance obligations | Level 3 | |||||
Debt Instrument [Line Items] | |||||
Fair value of debt | $ 71,061 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 07, 2023 USD ($) tranche store | Mar. 31, 2024 USD ($) | Apr. 28, 2024 USD ($) | Apr. 30, 2023 USD ($) | Dec. 29, 2023 USD ($) | Oct. 20, 2023 USD ($) | Sep. 29, 2023 USD ($) | Jul. 27, 2023 USD ($) | Jun. 04, 2021 | |
Debt Instrument [Line Items] | |||||||||
Number of tranches | tranche | 2 | ||||||||
Interest rate | 1.07% | ||||||||
Debt outstanding | $ 75,495,000 | $ 37,255,000 | |||||||
Proceeds from the Oaktree Tranche 2 Loan | 1,012,000 | 0 | |||||||
Unamortized debt issuance costs and discounts | 35,433,000 | 6,367,000 | |||||||
Term loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||
Interest rate | 15% | ||||||||
Periodic payment | $ 700,000 | ||||||||
Term loans | Live Oak Banking Company | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt repaid | $ 5,598,000 | ||||||||
Term loans | March 2023 Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs, net of amortization | 1,354,000 | ||||||||
Debt discount | 2,421,000 | ||||||||
Loan commitment asset | 1,407,000 | ||||||||
Unamortized debt issuance costs and discounts | 5,182,000 | ||||||||
Term loans | Term Loan Facility, Tranche 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt outstanding | 34,300,000 | 22,500,000 | |||||||
Term loans | Term Loan Facility, Tranche 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 15% | ||||||||
Debt outstanding | $ 0 | ||||||||
Additional borrowing capacity | 12,500,000 | $ 5,000,000 | $ 5,000,000 | $ 1,500,000 | $ 1,000,000 | ||||
Additional borrowing capacity per draw | $ 2,500,000 | ||||||||
Number of store openings | store | 5 | ||||||||
Debt issuance costs, net of amortization | 644,000 | ||||||||
Debt discount | 559,000 | ||||||||
Loan commitment asset | 1,203,000 | ||||||||
Proceeds from the Oaktree Tranche 2 Loan | 12,500,000 | ||||||||
Term loans | August 2023 Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs, net of amortization | 1,510,000 | ||||||||
Debt discount | 2,890,000 | ||||||||
Unamortized debt issuance costs and discounts | $ 4,400,000 |
Debt - Equipment Loan (Details)
Debt - Equipment Loan (Details) - USD ($) $ in Thousands | Apr. 19, 2023 | Apr. 28, 2024 | Jul. 27, 2023 | Apr. 30, 2023 | Jun. 04, 2021 |
Debt Instrument [Line Items] | |||||
Interest rate | 1.07% | ||||
Unamortized debt issuance costs and discounts | $ 35,433 | $ 6,367 | |||
Equipment loan | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 11,500 | $ 5,000 | |||
Periodic payment | $ 431 | ||||
Interest rate | 12% | 12% | |||
Unamortized debt issuance costs and discounts | 3,285 | 2,770 | |||
Debt issuance costs, net of amortization | 60 | 76 | |||
Debt discount | $ 3,225 | $ 2,694 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) | 12 Months Ended | ||||
Dec. 29, 2023 USD ($) tranche | Apr. 28, 2024 USD ($) | Apr. 30, 2023 USD ($) | Mar. 07, 2023 tranche | Jun. 04, 2021 | |
Debt Instrument [Line Items] | |||||
Number of tranches | tranche | 2 | ||||
Unamortized debt issuance costs and discounts | $ 35,433,000 | $ 6,367,000 | |||
Interest rate | 1.07% | ||||
Senior notes | |||||
Debt Instrument [Line Items] | |||||
Debt term | 5 years | ||||
Face amount | $ 90,000,000 | ||||
Number of tranches | tranche | 2 | ||||
Unamortized debt issuance costs and discounts | 27,747,000 | ||||
Debt issuance costs, net of amortization | 496,000 | ||||
Debt discount | 27,251,000 | ||||
Interest rate | 12.50% | ||||
Accrued interest | 3,430,000 | ||||
Senior notes | Scenario 1 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.50% | ||||
Senior notes | Tranche 1 Loan | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 50,000,000 | ||||
Senior notes | Tranche 2 Loan | |||||
Debt Instrument [Line Items] | |||||
Face amount | 40,000,000 | ||||
Fair value of debt | $ 1,773,000 | 1,012,000 | |||
Gain on change in fair value | $ 761,000 | ||||
Variable spread | 0.50% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Apr. 28, 2024 USD ($) shares | Apr. 30, 2023 USD ($) | Jun. 04, 2021 USD ($) debt_instrument $ / shares | |
Debt Instrument [Line Items] | |||
Interest rate | 1.07% | ||
Shares issued upon conversion (in shares) | shares | 5,000 | ||
Forfeiture of accrued interest in connection with the conversion of long-term notes payable | $ 890 | $ 0 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Number of debt instruments | debt_instrument | 2 | ||
Face amount | $ 5,000 | ||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||
Accrued interest | 137 | ||
Forfeiture of accrued interest in connection with the conversion of long-term notes payable | $ 890 |
Debt - Finance Obligations_Debt
Debt - Finance Obligations/Debt Covenants (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 28, 2024 | Dec. 31, 2011 | Apr. 30, 2023 | Jun. 04, 2021 | |
Debt Instrument [Line Items] | ||||
Interest rate | 1.07% | |||
Total | $ 75,495 | $ 37,255 | ||
Finance obligations | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 2,805 | |||
Interest rate | 10% | |||
Debt term | 5 years | |||
Total | $ 2,664 | |||
Finance obligations | Northbrook, Illinois Financing Obligation | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 7,000 | |||
Interest rate | 8.15% | |||
Debt term | 15 years | |||
Total | $ 3,460 | $ 3,995 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) $ in Thousands | Apr. 28, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 4,818 |
2026 | 7,123 |
2027 | 10,198 |
2028 | 34,390 |
2029 | 75,889 |
Thereafter | 500 |
Total | $ 132,918 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Current: | ||
State and local | $ 36 | $ 192 |
Total current | 36 | 192 |
Income tax expense | $ 36 | $ 192 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision Attributable to Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal provision at statutory tax rate | $ (1,376) | $ (1,540) |
State income taxes, net of federal benefit | 884 | (711) |
Permanent differences | 295 | 102 |
PPP loan forgiveness | 0 | (1,755) |
Stock compensation | 0 | (12) |
Change in fair value of warrant liabilities | (5,593) | 0 |
Return-to-provision | (75) | 0 |
Tax credits | (407) | (157) |
Deferred adjustment | 1,558 | 0 |
Change in valuation allowance | 4,672 | 4,265 |
Other | 78 | 0 |
Income tax expense | $ 36 | $ 192 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (in percent) | (0.60%) | (2.60%) |
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 20,890 | $ 14,961 |
Change in valuation allowance | 4,672 | $ 4,265 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 87,949 | |
NOLs subject to expiration | 15,106 | |
NOLs not subject to expiration | 72,843 | |
Federal | CARES Act | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs subject to expiration | 9,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 145,190 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Apr. 30, 2023 |
Deferred tax assets: | ||
Amount due to customers | $ 550 | $ 1,474 |
Operating lease liabilities | 29,718 | 28,481 |
Section 163(j) limitation | 3,059 | 1,481 |
Net operating losses | 20,890 | 14,961 |
Tax credits | 4,735 | 4,328 |
Other accrued liabilities | 65 | 97 |
Stock compensation | 552 | 271 |
Other | 3 | 3 |
Deferred tax assets | 59,572 | 51,096 |
Valuation allowance | (47,693) | (43,021) |
Net deferred tax assets | 11,879 | 8,075 |
Deferred tax liabilities: | ||
Property and equipment | (2,568) | (2,597) |
Operating lease right-of-use assets | (9,311) | (5,478) |
Total deferred tax liabilities | (11,879) | (8,075) |
Net deferred tax liabilities | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Apr. 28, 2024 | Apr. 30, 2023 | |
Leases [Abstract] | |||
Lease abatement | $ 4,673 | ||
Deferred rent | 4,500 | ||
Increase in lease liability | 2,678 | $ (6,162) | $ (7,632) |
Decrease in occupancy costs | 9,173 | 5,556 | 3,595 |
Gain on lease modification | $ 3,281 | 3,281 | 0 |
Leases which have not yet commenced | 81,226 | ||
Operating lease expense | $ 1,418 | $ 1,547 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 12,980 | $ 14,199 |
Variable lease cost | 5,936 | 3,616 |
Short term lease cost | 172 | 43 |
Total lease cost | $ 19,088 | $ 17,858 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 28,244 | $ 25,549 |
Leases - Future Fixed Lease Pay
Leases - Future Fixed Lease Payments for Operating Leases (Details) $ in Thousands | Apr. 28, 2024 USD ($) |
Leases [Abstract] | |
2025 | $ 25,971 |
2026 | 21,858 |
2027 | 21,273 |
2028 | 20,289 |
2029 | 16,866 |
Thereafter | 85,939 |
Total Lease payments | 192,196 |
Less: imputed interest | (82,682) |
Total | $ 109,514 |
Leases - Other Information Rela
Leases - Other Information Related to Operating Leases (Details) | Apr. 28, 2024 | Apr. 30, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 12 years | 9 years 9 months 18 days |
Weighted-average discount rate | 11.70% | 9.50% |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($) $ in Thousands | Apr. 28, 2024 | Dec. 28, 2023 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | |
Temporary Equity [Line Items] | ||||||
Temporary equity, shares outstanding (in shares) | [1] | 0 | 18,863,090 | 18,644,339 | ||
Temporary equity, carrying amount | $ 0 | $ 53,468 | $ 52,218 | |||
Preferred Stock (as converted to common stock) | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued (in shares) | 11,054,593 | |||||
Temporary equity, shares outstanding (in shares) | 11,054,593 | |||||
Temporary equity, carrying amount | $ 75,262 | |||||
Temporary equity, liquidation value | $ 114,663 | |||||
Class A Common Stock | Scenario 1 | ||||||
Temporary Equity [Line Items] | ||||||
Conversion ratio | 1.8486 | |||||
Class A Common Stock | Banyan Acquisition Corporation | ||||||
Temporary Equity [Line Items] | ||||||
Conversion ratio | 2.5 | |||||
[1] The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 3. |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Increase (Decrease) in Temporary Equity | ||
Beginning balance | $ 53,468 | $ 52,218 |
Issuance of shares | 19,843 | |
Remeasurement to Redemption Amount | 1,423 | |
Accretion of Cumulative Dividends | 878 | |
Conversion in connection with the Reverse Recapitalization | (75,612) | |
Ending balance | 0 | 53,468 |
Series A Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 1,151 | |
Conversion in connection with the Reverse Recapitalization | (1,151) | |
Ending balance | 0 | 1,151 |
Series B Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 930 | |
Conversion in connection with the Reverse Recapitalization | (930) | |
Ending balance | 0 | 930 |
Series C Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 300 | |
Conversion in connection with the Reverse Recapitalization | (300) | |
Ending balance | 0 | 300 |
Series D Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 10,340 | |
Conversion in connection with the Reverse Recapitalization | (10,340) | |
Ending balance | 0 | 10,340 |
Series E Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 2,207 | |
Conversion in connection with the Reverse Recapitalization | (2,207) | |
Ending balance | 0 | 2,207 |
Series F Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 27,290 | |
Conversion in connection with the Reverse Recapitalization | (27,290) | |
Ending balance | 0 | 27,290 |
Series G Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 3,550 | |
Issuance of shares | 1,050 | |
Conversion in connection with the Reverse Recapitalization | (3,550) | |
Ending balance | 0 | 3,550 |
Series H Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 7,700 | |
Issuance of shares | 200 | |
Conversion in connection with the Reverse Recapitalization | (7,700) | |
Ending balance | 0 | 7,700 |
Series I Preferred Stock | ||
Increase (Decrease) in Temporary Equity | ||
Beginning balance | 0 | |
Issuance of shares | 19,843 | |
Remeasurement to Redemption Amount | 1,423 | |
Accretion of Cumulative Dividends | 878 | |
Conversion in connection with the Reverse Recapitalization | (22,144) | |
Ending balance | $ 0 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Apr. 29, 2024 | Jan. 19, 2024 | Oct. 19, 2023 | Apr. 28, 2024 | Apr. 30, 2023 | Dec. 29, 2023 | Dec. 31, 2008 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Stock based compensation | $ 1,178 | $ 295 | |||||
Unrecognized expense | $ 6,149 | ||||||
Restricted Stock | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Awards outstanding (in shares) | 0 | ||||||
Stock options | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock based compensation | $ 971 | $ 296 | |||||
Unrecognized expense, period of recognition | 2 years 10 days | ||||||
Restricted Stock Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Stock based compensation | $ 207 | ||||||
Instruments granted (in shares) | 172,806,000 | 0 | |||||
Value issued to non-employees | $ 125 | ||||||
Unrecognized compensation expense | $ 545 | ||||||
Unrecognized expense, period of recognition | 8 months 23 days | ||||||
2008 Equity Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 2,900,000 | ||||||
2023 Stock Option Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 1,500,000 | ||||||
2023 Omnibus Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 12,900,000 | ||||||
Additional shares authorized, percent of shares outstanding | 15% | ||||||
Vesting percentage | 20% | ||||||
Vesting period | 5 years | ||||||
Expiration period | 10 years | ||||||
Expiration period, employee termination | 90 days |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Estimated volatility (as percent) | 70% | |
Expected term (years) | 10 years | |
Risk-free rate | 4.60% | |
Expected dividend yield (as percent) | 0% | 0% |
Weighted average fair value at grant date (in dollars per share) | $ 4.81 | $ 1 |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Estimated volatility (as percent) | 35% | |
Risk-free rate | 2.70% | |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Estimated volatility (as percent) | 40% | |
Risk-free rate | 4.10% |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 4,223,335,000 | |
Granted (in shares) | 1,605,234,000 | |
Exercised (in shares) | (47,395,000) | |
Cancelled or expired (in shares) | (1,089,473,000) | |
Outstanding, ending balance (in shares) | 4,691,701,000 | 4,223,335,000 |
Exercisable (in shares) | 2,495,483,000 | |
Weighted-average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 5,330 | |
Granted (in dollars per share) | 11.70 | |
Exercised (in dollars per share) | 3.55 | |
Cancelled or expired (in dollars per share) | 8.58 | |
Outstanding, ending balance (in dollars per share) | 6.76 | $ 5,330 |
Exercisable (in dollars per share) | $ 4.37 | |
Weighted-average Remaining Contractual Term (in years) | 6 years 5 months 4 days | 6 years 6 months 21 days |
Exercisable, Weighted-average Remaining Contractual Term (in years) | 4 years 6 months | |
Aggregate Intrinsic Value (in thousands) | $ 0 | $ 16,628 |
Aggregate Intrinsic Value (in thousands), Exercised | $ 92 | |
Previously Reported | ||
Number of Options | ||
Outstanding, beginning balance (in shares) | 2,284,399,000 | |
Outstanding, ending balance (in shares) | 2,284,399,000 | |
Weighted-average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 9.84 | |
Outstanding, ending balance (in dollars per share) | $ 9.84 | |
Weighted-average Remaining Contractual Term (in years) | 6 years 6 months 21 days | |
Aggregate Intrinsic Value (in thousands) | $ 16,628 | |
Retroactive application of reverse recapitalization | ||
Number of Options | ||
Outstanding, beginning balance (in shares) | 1,938,936,000 | |
Outstanding, ending balance (in shares) | 1,938,936,000 | |
Weighted-average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ (4.51) | |
Outstanding, ending balance (in dollars per share) | $ (4.51) | |
Aggregate Intrinsic Value (in thousands) | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Awards (Details) - $ / shares | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Unvested, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 4.34 | |
Cancelled or expired (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Unvested, ending balance (in dollars per share) | $ 4.34 | $ 0 |
Restricted Stock Units | ||
Shares | ||
Unvested, beginning balance (in shares) | 0 | |
Granted (in shares) | 172,806,000 | 0 |
Cancelled or expired (in shares) | 0 | |
Vested (in shares) | 0 | |
Unvested, ending balance (in shares) | 172,806,000 | 0 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 29, 2023 | Oct. 20, 2023 | Sep. 29, 2023 | Aug. 01, 2023 | Apr. 28, 2024 | Apr. 30, 2023 | Dec. 28, 2023 | Dec. 04, 2023 | Jul. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 354,436 | ||||||||
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 1.31 | |||||||
Proceeds from the Oaktree Tranche 2 Loan | $ 1,012 | $ 0 | |||||||
Issuance of warrants | $ 173 | $ 1,722 | |||||||
Term loans | Term Loan, Tranche 2 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from the Oaktree Tranche 2 Loan | $ 5,000 | $ 5,000 | $ 1,500 | $ 1,000 | |||||
Silverview Credit Partners LP | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 7,629 | 267,000 | 258,303 | ||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
Warrants outstanding | $ 1,712 | ||||||||
Service Provider | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 7,500 | ||||||||
Exercise price of warrant (in dollars per share) | $ 10 | ||||||||
Granite Creek Capital Partners LLC | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 111,619 | 48,530 | |||||||
Exercise price of warrant (in dollars per share) | $ 0.001 | ||||||||
Warrants outstanding | $ 1,925 | $ 2,202 | |||||||
Warrants Not Amended | Silverview Credit Partners LP | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 8,697 | ||||||||
Contingently Issuable Warrants | Silverview Credit Partners LP | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 87,728 | ||||||||
Issued Warrants | Silverview Credit Partners LP | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 179,272 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Expiration period | 5 years | ||||||||
Warrants outstanding | $ 4,456 | ||||||||
Tranche 1 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||||||||
Expiration period | 10 years | ||||||||
Tranche 2 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 38,142 | 38,143 | 11,443 | ||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||||||||
Issuance of warrants | $ 415 | $ 524 | $ 173 | ||||||
Amended Warrants | Silverview Credit Partners LP | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 162,946 |
Warrants - Banyan (Details)
Warrants - Banyan (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Apr. 28, 2024 USD ($) d $ / shares | Apr. 30, 2023 USD ($) | Dec. 29, 2023 USD ($) shares | Dec. 28, 2023 shares | Jan. 24, 2022 shares | |
Class of Warrant or Right [Line Items] | |||||
Sale of private placement warrants (in shares) | shares | 354,436 | ||||
Gain on change in fair value of warrant liabilities and other | $ (26,633) | $ 0 | |||
Banyan Acquisition Corporation | |||||
Class of Warrant or Right [Line Items] | |||||
Sale of private placement warrants (in shares) | shares | 23,985,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding | $ 4,456 | ||||
Gain on change in fair value of warrant liabilities and other | $ 2,403 | ||||
Expiration period | 5 years | ||||
Exercisable term | 30 days | ||||
Public Warrants | Banyan Acquisition Corporation | |||||
Class of Warrant or Right [Line Items] | |||||
Sale of private placement warrants (in shares) | shares | 12,075,000 | ||||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding | $ 25,368 | ||||
Gain on change in fair value of warrant liabilities and other | $ 22,010 | ||||
Private Placement Warrants | Private Placement | Banyan Acquisition Corporation | |||||
Class of Warrant or Right [Line Items] | |||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | ||||
Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 | Public Warrants | Banyan Acquisition Corporation | |||||
Class of Warrant or Right [Line Items] | |||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 18 | ||||
Threshold trading days for redemption of public warrants | 20 days | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||||
Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 | Public Warrants | Banyan Acquisition Corporation | |||||
Class of Warrant or Right [Line Items] | |||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 10 | ||||
Threshold trading days for redemption of public warrants | 20 days | ||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | ||||
Threshold consecutive trading days for redemption of public warrants | d | 30 |
Warrants - Reverse Recapitaliza
Warrants - Reverse Recapitalization (Details) - $ / shares | 12 Months Ended | ||
Dec. 29, 2023 | Apr. 28, 2024 | Apr. 30, 2023 | |
Class of Warrant or Right [Line Items] | |||
Shares issued upon conversion (in shares) | 5,000 | ||
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 1.31 | |
Granted (in shares) | 28,864,100 | ||
Tranche 2 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||
Trigger price (in dollars per share) | $ 6 | ||
Granted (in shares) | 1,900,000 | ||
Tranche 1 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||
Expiration period | 10 years | ||
Warrant, Scenario 1 | Contingently Issuable Tranche 1 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||
Trigger price (in dollars per share) | $ 8 | ||
Granted (in shares) | 187,500 | ||
Warrant, Scenario 2 | Contingently Issuable Tranche 1 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Trigger price (in dollars per share) | $ 6 | ||
Granted (in shares) | 412,500 | ||
Tranche 1 Loan | Senior notes | |||
Class of Warrant or Right [Line Items] | |||
Shares issued upon conversion (in shares) | 2,500,000 | ||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||
Term Loan, Tranche 2 | Senior notes | |||
Class of Warrant or Right [Line Items] | |||
Shares issued upon conversion (in shares) | 1,650,000 | ||
Exercise price of warrant (in dollars per share) | $ 0.01 |
Warrants - Rollforward (Details
Warrants - Rollforward (Details) - $ / shares | 12 Months Ended | |
Dec. 29, 2023 | Apr. 28, 2024 | |
Class Of Warrant Or Right, Outstanding, Rollforward [Roll Forward] | ||
Warrants outstanding, beginning (in shares) | 354,436 | 483,649 |
Granted (in shares) | 28,864,100 | |
Expired (in shares) | 0 | |
Exercised (in shares) | (160,149) | |
Converted in connection with the reverse recapitalization (in shares) | (390,100) | |
Warrants outstanding, ending (in shares) | 28,797,500 | |
Class Of Warrant Or Right, Weighted-Average Exercise Price, Rollforward [Roll Forward] | ||
Warrants, Weighted-Average Exercise Price, beginning (in dollars per share) | $ 1.31 | |
Granted (in dollars per share) | 9.56 | |
Expired (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0.01 | |
Converted in connection with the reverse recapitalization (in dollars per share) | 1.71 | |
Warrants, Weighted-Average Exercise Price, ending (in dollars per share) | $ 9.58 |
Warrants - Warrant Liability (D
Warrants - Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Apr. 28, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||
Issuance of warrants | $ 173 | $ 1,722 | |
Reclassification of liability-classified warrants | 894 | ||
Exercised | (2,203) | ||
Change in fair value | $ (26,633) | $ 0 | |
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 1.31 | |
Warrants | |||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||
Beginning balance | $ 1,925 | ||
Issuance of warrants | 173 | ||
Reclassification of liability-classified warrants | 894 | ||
Exercised | (2,202) | ||
Change in fair value | (25,872) | ||
Ending balance | $ 5,411 | $ 1,925 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Expiration period | 5 years | ||
Warrants | Public And Private Warrants | |||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||
Issuance of warrants | $ 29,824 | ||
Granite Creek Capital Partners LLC | |||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||
Beginning balance | 1,925 | ||
Ending balance | $ 1,925 | ||
Exercise price of warrant (in dollars per share) | $ 0.001 | ||
Granite Creek Capital Partners LLC | Warrants | |||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||
Issuance of warrants | $ 1,015 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Numerator: | ||
Net loss | $ (6,789) | $ (7,525) |
Cumulative unpaid dividends on Series I redeemable convertible preferred stock | (878) | 0 |
Change in redemption amount of redeemable convertible preferred stock | (1,423) | 0 |
Net loss attributable to common stockholders | (9,090) | (7,525) |
Net loss attributable to common stockholders | $ (9,090) | $ (7,525) |
Denominator: | ||
Weighted average common shares outstanding, basic (in shares) | 22,317,755 | 11,480,322 |
Dilutive awards outstanding (in shares) | 0 | 0 |
Weighted average common shares outstanding, diluted (in shares) | 22,317,755 | 11,480,322 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.41) | $ (0.66) |
Diluted (in dollars per share) | $ (0.41) | $ (0.66) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 4,692,000 | 4,223,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 26,298,000 | 194,000 |
Preferred Stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 0 | 18,863,000 |
Convertible debt (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share (in shares) | 0 | 924,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Nov. 06, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Estimate of possible cost | $ 464 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 28, 2024 | Apr. 30, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Accounts payable | $ 8,633 | $ 7,349 |
Design Services And Equipment Supply | ||
RELATED PARTY TRANSACTIONS | ||
Related party transaction | 2,647 | 6,553 |
Accounts payable | $ 1,918 | $ 1,911 |