Cover
Cover - shares | 8 Months Ended | |
Jan. 07, 2024 | Feb. 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 07, 2024 | |
Entity Registrant Name | Pinstripes Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-41236 | |
Entity Tax Identification Number | 86-2556699 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001852633 | |
Current Fiscal Year End Date | --04-28 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | PNST | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 40,087,786 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock, exercise price of $11.50 per share | |
Trading Symbol | PNST WS | |
Security Exchange Name | NYSE | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class B-3 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 07, 2024 | Apr. 30, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 39,637 | $ 8,436 |
Accounts receivable | 2,051 | 1,310 |
Inventories | 928 | 802 |
Prepaid expenses and other current assets | 2,332 | 577 |
Total current assets | 44,948 | 11,125 |
Property and equipment, net | 72,007 | 62,842 |
Operating lease right-of-use assets | 54,307 | 55,604 |
Other long-term assets | 5,808 | 1,356 |
Total assets | 177,070 | 130,927 |
Current Liabilities | ||
Current portion of long-term notes payable | 3,056 | 1,044 |
Accrued occupancy costs | 6,231 | 14,940 |
Other accrued liabilities | 9,182 | 8,613 |
Current portion of operating lease liabilities | 15,571 | 10,727 |
Warrant liabilities | 12,327 | 0 |
Total current liabilities | 77,214 | 61,978 |
Long-term notes payable | 68,190 | 36,211 |
Long-term accrued occupancy costs | 280 | 2,020 |
Operating lease liabilities | 90,236 | 91,398 |
Other long-term liabilities | 1,386 | 850 |
Total liabilities | 237,306 | 192,457 |
Redeemable convertible preferred stock | 0 | 53,468 |
Stockholders’ deficit | ||
Common stock | 4 | 1 |
Additional paid-in capital | 56,656 | 3,794 |
Accumulated deficit | (116,896) | (118,793) |
Total stockholders’ deficit | (60,236) | (114,998) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | 177,070 | 130,927 |
Nonrelated Party | ||
Current Liabilities | ||
Accounts payable | 23,508 | 19,305 |
Related Party | ||
Current Liabilities | ||
Accounts payable | $ 7,339 | $ 7,349 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 07, 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) | 39,931,785 | 17,422,009 | 11,422,476 | |
Common stock, shares outstanding (in shares) | 39,931,785 | 39,918,036 | 17,422,009 | 11,422,476 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | |
Total revenue | $ 32,162 | $ 28,178 | $ 82,526 | $ 77,103 |
Store labor and benefits | 10,831 | 9,511 | 29,465 | 27,577 |
Store occupancy costs, excluding depreciation | 4,947 | 4,305 | 10,537 | 12,551 |
Other store operating expenses, excluding depreciation | 5,140 | 4,456 | 14,696 | 12,634 |
General and administrative expenses | 5,274 | 2,529 | 12,576 | 9,840 |
Depreciation expense | 2,076 | 1,860 | 5,417 | 5,574 |
Pre-opening expenses | 1,934 | 1,156 | 7,238 | 2,141 |
Operating loss | (3,057) | (114) | (11,135) | (6,316) |
Interest expense | (2,485) | (278) | (6,086) | (735) |
Gain on change in fair value of warrant liabilities and other | 17,790 | 0 | 19,140 | 0 |
Gain (loss) on debt extinguishment | 0 | 0 | 0 | 8,448 |
Income (loss) before income taxes | 12,248 | (392) | 1,919 | 1,397 |
Income tax expense | 0 | 0 | 0 | 144 |
Net (loss) income | 12,248 | (392) | 1,919 | 1,253 |
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock | (350) | 0 | (2,301) | 0 |
Net income (loss) attributable to common stockholders | 11,898 | (392) | (382) | 1,253 |
Net income (loss) attributable to common stockholders | $ 11,898 | $ (392) | $ (382) | $ 1,253 |
Basic earnings (loss) per share (in dollars per share) | $ 0.35 | $ (0.03) | $ (0.03) | $ 0.11 |
Diluted (in dollars per share) | $ 0.33 | $ (0.03) | $ (0.03) | $ 0.04 |
Weighted average common shares outstanding, basic (in shares) | 15,784,141,000 | 11,408,369,000 | 13,324,330,000 | 11,404,578,000 |
Weighted average common shares outstanding, diluted (in shares) | 37,061,006,000 | 11,408,369,000 | 13,324,330,000 | 31,692,877,000 |
Food and beverage revenues | ||||
Total revenue | $ 24,854 | $ 21,759 | $ 64,806 | $ 61,157 |
Cost of food and beverage | 5,017 | 4,475 | 13,732 | 13,102 |
Recreation revenues | ||||
Total revenue | $ 7,308 | $ 6,419 | $ 17,720 | $ 15,946 |
Unaudited Condensed Consolida_2
Unaudited Condensed 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 at Apr. 24, 2022 | $ 52,218 | $ 52,218 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | [1] | 18,644,339 | 10,085,612 | 8,558,727 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||||
Issuance of shares (in shares) | [1] | 194,104 | 24,647 | ||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock, net | $ 1,050 | $ 200 | |||||||||||||||||||||||||||
Ending balance (in shares) at Jul. 17, 2022 | [1] | 18,863,090 | |||||||||||||||||||||||||||
Ending balance at Jul. 17, 2022 | $ 53,468 | ||||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 11,400,833 | 6,167,254 | 5,234,000 | ||||||||||||||||||||||||||
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) income | 5,035 | 5,035 | |||||||||||||||||||||||||||
Exercise of stock options (in shares) | 2,000 | ||||||||||||||||||||||||||||
Stock based compensation | 52 | 52 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jul. 17, 2022 | 11,402,682 | ||||||||||||||||||||||||||||
Ending balance at Jul. 17, 2022 | (104,463) | $ 1 | 1,769 | (106,233) | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 6 | 6 | |||||||||||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218 | $ 52,218 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | [1] | 18,644,339 | 10,085,612 | 8,558,727 | |||||||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | [1] | 18,863,090 | |||||||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | $ 53,468 | ||||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 11,400,833 | 6,167,254 | 5,234,000 | ||||||||||||||||||||||||||
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) income | 1,253 | ||||||||||||||||||||||||||||
Reclassification of liability-classified warrants | 0 | ||||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | 0 | ||||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | 0 | ||||||||||||||||||||||||||||
Transfer of warrants related to business combination | 0 | ||||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jan. 01, 2023 | 11,422,477 | ||||||||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | (108,049) | $ 1 | 1,965 | (110,015) | |||||||||||||||||||||||||
Beginning balance at Jul. 17, 2022 | $ 53,468 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Jul. 17, 2022 | [1] | 18,863,090 | |||||||||||||||||||||||||||
Ending balance (in shares) at Oct. 09, 2022 | [1] | 18,863,090 | |||||||||||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ 53,468 | ||||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Jul. 17, 2022 | 11,402,682 | ||||||||||||||||||||||||||||
Beginning balance at Jul. 17, 2022 | (104,463) | $ 1 | 1,769 | (106,233) | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | (3,390) | (3,390) | |||||||||||||||||||||||||||
Issuance of warrants | 10 | 10 | |||||||||||||||||||||||||||
Stock based compensation | 59 | 59 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Oct. 09, 2022 | 11,402,682 | ||||||||||||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ (107,784) | $ 1 | 1,838 | (109,623) | |||||||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | [1] | 18,863,090 | |||||||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | $ 53,468 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | (392) | (392) | |||||||||||||||||||||||||||
Exercise of stock options (in shares) | 20,000 | ||||||||||||||||||||||||||||
Stock based compensation | 67 | 67 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jan. 01, 2023 | 11,422,477 | ||||||||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | (108,049) | $ 1 | 1,965 | (110,015) | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 60 | 60 | |||||||||||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 53,468 | 3,550 | 7,700 | |||||||||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | [1] | 18,863,090,000 | 10,203,945,000 | 8,659,145,000 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||||
Issuance of shares (in shares) | [1] | 1,988,620,000 | |||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock, net | $ 18,463 | ||||||||||||||||||||||||||||
Accretion of Cumulative Dividends | $ 134 | ||||||||||||||||||||||||||||
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) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jul. 23, 2023 | [1] | 20,851,710,000 | |||||||||||||||||||||||||||
Ending balance at Jul. 23, 2023 | $ 73,488 | ||||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 11,422,476 | 11,422,476,000 | [1] | 6,178,962,000 | [1] | 5,243,514,000 | [1] | ||||||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ (114,998) | $ 1 | $ 62 | $ (61) | 3,794 | 3,733 | 61 | (118,793) | (118,793) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | (3,046) | (3,046) | |||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (134) | (134) | |||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (1,423) | (1,423) | |||||||||||||||||||||||||||
Stock based compensation | 141 | 141 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jul. 23, 2023 | [1] | 11,422,476,000 | |||||||||||||||||||||||||||
Ending balance at Jul. 23, 2023 | (119,460) | $ 1 | 2,378 | (121,839) | |||||||||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 53,468 | 3,550 | 7,700 | |||||||||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | [1] | 18,863,090,000 | 10,203,945,000 | 8,659,145,000 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock, net | $ 19,843 | ||||||||||||||||||||||||||||
Accretion of Cumulative Dividends | 878 | ||||||||||||||||||||||||||||
Change in the redemption value of the redeemable convertible preferred stock | $ 1,423 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jan. 07, 2024 | [1] | 0 | |||||||||||||||||||||||||||
Ending balance at Jan. 07, 2024 | $ 0 | 0 | 0 | ||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 11,422,476 | 11,422,476,000 | [1] | 6,178,962,000 | [1] | 5,243,514,000 | [1] | ||||||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ (114,998) | $ 1 | $ 62 | $ (61) | 3,794 | $ 3,733 | $ 61 | (118,793) | $ (118,793) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | 1,919 | ||||||||||||||||||||||||||||
Reclassification of liability-classified warrants | $ 940 | ||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 45,177,000 | ||||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | $ (878) | ||||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (1,423) | ||||||||||||||||||||||||||||
Transfer of warrants related to business combination | $ 29,824 | ||||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jan. 07, 2024 | 39,931,785 | 39,931,785,000 | [1] | ||||||||||||||||||||||||||
Ending balance at Jan. 07, 2024 | $ (60,236) | $ 4 | 56,656 | (116,896) | |||||||||||||||||||||||||
Beginning balance at Jul. 23, 2023 | $ 73,488 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Jul. 23, 2023 | [1] | 20,851,710,000 | |||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||||
Issuance of shares (in shares) | [1] | 138,000,000 | |||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock, net | $ 1,380 | ||||||||||||||||||||||||||||
Accretion of Cumulative Dividends | $ 394 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Oct. 15, 2023 | [1] | 20,989,710,000 | |||||||||||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ 75,262 | ||||||||||||||||||||||||||||
Shares, beginning balance (in shares) at Jul. 23, 2023 | [1] | 11,422,476,000 | |||||||||||||||||||||||||||
Beginning balance at Jul. 23, 2023 | (119,460) | $ 1 | 2,378 | (121,839) | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | (7,283) | (7,283) | |||||||||||||||||||||||||||
Issuance of warrants | 173 | 173 | |||||||||||||||||||||||||||
Reclassification of liability-classified warrants | (1,834) | (1,834) | |||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (394) | (394) | |||||||||||||||||||||||||||
Stock based compensation | 220 | 220 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Oct. 15, 2023 | [1] | 11,422,476,000 | |||||||||||||||||||||||||||
Ending balance at Oct. 15, 2023 | (128,578) | $ 1 | 543 | (129,122) | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||||||||||||
Accretion of Cumulative Dividends | $ 350 | ||||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization (in shares) | [1] | (20,989,710,000) | |||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization | $ (74,734) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jan. 07, 2024 | [1] | 0 | |||||||||||||||||||||||||||
Ending balance at Jan. 07, 2024 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||||
Net (loss) income | 12,248 | 12,248 | |||||||||||||||||||||||||||
Issuance of warrants | 0 | $ 24,592 | 23 | $ 24,592 | (23) | ||||||||||||||||||||||||
Reclassification of liability-classified warrants | 940 | 940 | |||||||||||||||||||||||||||
Exercise of stock options (in shares) | [1] | 45,322,000 | |||||||||||||||||||||||||||
Exercise of warrants (in shares) | [1] | 296,053,000 | 655,213,000 | 924,304,000 | 20,989,710,000 | ||||||||||||||||||||||||
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] | 87,755,000 | |||||||||||||||||||||||||||
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization | 878 | 878 | |||||||||||||||||||||||||||
Accretion of cumulative dividends on Series I redeemable convertible preferred stock | (350) | (350) | |||||||||||||||||||||||||||
Issuance of common stock in the reverse recapitalization pursuant to the BCA (in shares) | [1] | 5,447,203,000 | |||||||||||||||||||||||||||
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 | (23,362) | (23,362) | |||||||||||||||||||||||||||
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization (in shares) | [1] | 50,000,000 | |||||||||||||||||||||||||||
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes (in shares) | [1] | 13,749,000 | |||||||||||||||||||||||||||
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes | 138 | 138 | |||||||||||||||||||||||||||
Stock based compensation | $ 254 | 254 | |||||||||||||||||||||||||||
Shares, ending balance (in shares) at Jan. 07, 2024 | 39,931,785 | 39,931,785,000 | [1] | ||||||||||||||||||||||||||
Ending balance at Jan. 07, 2024 | $ (60,236) | $ 4 | $ 56,656 | $ (116,896) | |||||||||||||||||||||||||
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 2. |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | |
Jan. 07, 2024 | Jan. 01, 2023 | |
Cash flows from operating activities | ||
Net (loss) income | $ 1,919 | $ 1,253 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Gain on modification of operating leases | (3,281) | 0 |
Depreciation expense | 5,417 | 5,574 |
Non-cash operating lease expense | 4,048 | 3,893 |
Operating lease tenant allowances | 3,789 | 4,753 |
Stock based compensation | 615 | 178 |
Gain on change in fair value of warrant liabilities and other | (19,305) | 0 |
Gain on extinguishment of debt | 0 | (8,448) |
Amortization of debt issuance costs | 1,425 | 13 |
Accounts receivable | (741) | (283) |
Inventories | (126) | (124) |
Prepaid expenses and other current assets | (1,265) | (380) |
Other long-term assets | (5,808) | 0 |
Accrued occupancy costs | (3,954) | (2,032) |
Other accrued liabilities | 1,867 | 697 |
Operating lease liabilities | (6,808) | (5,897) |
Net cash provided by (used in) operating activities | (15,818) | 1,688 |
Cash flows from investing activities | ||
Purchase of property and equipment | (14,771) | (1,842) |
Net cash provided by (used in) investing activities | (14,771) | (1,842) |
Cash flows from financing activities | ||
Proceeds from stock option exercises | 0 | 66 |
Proceeds from warrant exercises | 1 | 0 |
Proceeds from warrant issuances | 24,592 | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net | 19,843 | 200 |
Payment of transaction costs related to reverse recapitalization | (23,437) | 0 |
Principal payments on long-term notes payable | (466) | (1,379) |
Proceeds from the Oaktree Tranche 2 Loan | 1,590 | 0 |
Debt issuance costs | (773) | 0 |
Redemption of long-term notes payable | 0 | (100) |
Proceeds from long-term notes payable, net | 40,440 | 0 |
Net cash provided by (used in) financing activities | 61,790 | (1,213) |
Net change in cash and cash equivalents | 31,201 | (1,367) |
Cash and cash equivalents, beginning of period | 8,436 | 8,907 |
Cash and cash equivalents, end of period | 39,637 | 7,540 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 5,241 | 690 |
Supplemental disclosures of non-cash operating, investing and financing activities | ||
Interest Forfeit, Long Term Debt | 890 | 0 |
Reclassification of liability-classified warrants | 940 | 0 |
Transaction costs incurred in connection with the reverse recapitalization but not yet paid | 388 | 0 |
Transfer of warrants related to business combination | 29,824 | 0 |
Increase in operating lease right-of-use assets | 5,963 | 7,580 |
Non-cash finance obligation | 1,270 | 0 |
Non-cash capital expenditures included in accounts payable | 2,198 | 3,610 |
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 | ||
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 income (loss) to net cash used in operating activities | ||
Accounts payable | 6,400 | 3,165 |
Related Party | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Accounts payable | $ (10) | $ (674) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 8 Months Ended |
Jan. 07, 2024 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – 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 January 7, 2024, the Company has 15 locations in nine 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. (“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 2). The closing of the Business Combination is accounted for as a reverse recapitalization. The prior period share and per share amounts presented in the condensed 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. Principles of Consolidation The accompanying unaudited condensed 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. 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. Interim Financial Statements 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Due to the seasonality of the Company’s business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in the Company’s registration statement on Form S-4/A filed with the SEC on November 28, 2023. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents 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 $1,612 and $1,381 as of January 7, 2024 and April 30, 2023, respectively. 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 condensed consolidated balance sheets in the amounts of $5,059 as of January 7, 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 our gift cards is included in amounts due to customers in the condensed consolidated balance sheets in the amounts of $2,280 as of January 7, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Redemptions, net of discounts $ 472 $ (38) $ 1,355 $ 628 Breakage $ 339 $ 130 $ 584 $ 591 Gift card revenue, net $ 811 $ 92 $ 1,939 $ 1,219 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the condensed 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 $1,934 and $7,238 for the twelve and thirty-six weeks ended January 7, 2024, respectively, compared to $1,156 and $2,141 for the twelve and thirty-six weeks ended January 1, 2023, respectively, due to preparations for new locations under construction. Common and preferred stock In connection with the Reverse Recapitalization (see Note 2), the following classes of common (collectively, the Class A Common Stock, Class B-1 Common Stock, Class B-2 Common Stock and Class 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 39,391,785 shares were issued and outstanding as of January 7, 2024 • 10,000,000 shares of Class B-1 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024 • 10,000,000 shares of Class B-2 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024 • 10,000,000 shares of Class B-3 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 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 January 7, 2024 Recently adopted and issued accounting standards Management reviewed the accounting pronouncements that became effective for the third quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. Management also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 8 Months Ended |
Jan. 07, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 2 – 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 condensed 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 11). 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 5) 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 10). 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 twelve and thirty-six weeks ended January 7, 2024, the Company incurred $20,191 and $24,317, respectively, for transaction costs incurred in connection with the Reverse Recapitalization, inclusive of Banyan incurred transaction costs. 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 condensed consolidated balance sheets as of January 7, 2024, excluding $450 reported as prepaid and other current assets related to director and officer insurance. Of the total transaction costs incurred as of January 7, 2024, $23,438 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 condensed consolidated financial statements and related notes have been retroactively adjusted to give effect to the Reverse Recapitalization. Reverse Application of Reverse Recapitalization to the Condensed 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 condensed 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. Reverse Application of Reverse Recapitalization to the Unaudited Condensed Consolidated Statements of Operations The weighted average shares during the twelve weeks and thirty-six weeks ended January 7, 2024 and January 1, 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. Reverse Application of Reverse Recapitalization to the Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit The unaudited condensed 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. |
Inventory
Inventory | 8 Months Ended |
Jan. 07, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Inventories consist of the following: January 7, 2024 April 30, 2023 Beverage $ 644 $ 545 Food 284 257 Total $ 928 $ 802 |
Property and Equipment
Property and Equipment | 8 Months Ended |
Jan. 07, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment, net is summarized as follows: January 7, 2024 April 30, 2023 Leasehold improvements 71,292 61,534 Furniture, fixtures, and equipment 40,818 33,361 Building and building improvements 7,000 7,000 Construction in progress 21,935 24,568 Total cost 141,045 126,463 Less: accumulated depreciation (69,038) (63,621) Property and equipment, net 72,007 62,842 Construction in progress relates to new locations under construction. |
Debt
Debt | 8 Months Ended |
Jan. 07, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – Debt Long-term financing arrangements consists of the following: January 7, 2024 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 35,000 22,500 Equipment loan 16,500 11,500 Senior notes 50,278 — Convertible notes — 5,000 Finance obligations 4,834 3,995 Other 92 127 Less: unamortized debt issuance costs and discounts (35,958) (6,367) Total 71,246 37,255 Less: current portion of long-term borrowings (3,056) (1,044) Long-term notes payable $ 68,190 $ 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 24, 2022, the Company executed three PPP loans totaling $3,265. Each PPP loan matures two years after issuance. The interest rate on each PPP loan is 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 thirty-six weeks ended January 1, 2023, the Company recorded a gain on the extinguishment of debt for $8,448, 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 10), 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. As of January 7, 2024, and April 30, 2023, the principal outstanding is $22,500 related to Tranche 1. 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 10). 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 January 7, 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 January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $4,882, of which $1,653 was debt issuance costs and $3,229 was debt discount on the condensed 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 10) 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 10) 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 January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $3,543, of which $65 was debt issuance costs and $3,478 was debt discount on the condensed consolidated balance sheets. Senior Notes On December 29, 2023, in connection with the Reverse Recapitalization (see Note 2), 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 10). 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 January 7, 2024, the Company recorded $278 of accrued PIK interest in long-term notes payable in the condensed 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 twelve weeks and thirty-six weeks ended January 7, 2024, the Company recorded a gain for the change in fair value of the written option in the amount of $183, which is presented within the change in fair value of warrant liabilities and other in the unaudited condensed consolidated financial statements of operations. As of January 7, 2024, the fair value of the written option was $1,590. As of January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $27,533, of which $491 was debt issuance costs and $27,042 was debt discount on the condensed 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 January 7, 2024 and April 30, 2023, the principal outstanding was $3,597 and $3,995, respectively. During the second and third quarters of fiscal year 2024, the Company entered into agreements to pay for its bowling equipment for two locations through a long-term payment plan. The Company will pay approximately $1,270 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 January 7, 2024, the principal outstanding was $1,236. 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 tthe 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 January 7, 2024. The first covenant measurement period is ending on January 6, 2025. |
Income Taxes
Income Taxes | 8 Months Ended |
Jan. 07, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company’s full pretax income (loss) for the twelve weeks and thirty-six weeks ended January 7, 2024 and January 1, 2023 was from U.S. domestic operations. The Company’s effective tax rate (“ETR”) from continuing operations was 0.0% for the twelve and thirty-six weeks ended January 7, 2024, and 0.0% and 10.3% for the twelve and thirty-six weeks ended January 1, 2023, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve and thirty-six weeks ended January 7, 2024 and January 1, 2023, respectively. |
Leases
Leases | 8 Months Ended |
Jan. 07, 2024 | |
Leases [Abstract] | |
Leases | Note 7 – 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 unaudited condensed consolidated statements of operations for the thirty-six weeks ended January 7, 2024. As of January 7, 2024, the Company entered into additional operating leases with $64,769 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of January 7, 2024, the Company did not have control of the underlying properties. The components of lease expense are as follows: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Operating lease cost $ 3,701 $ 3,321 $ 7,579 $ 9,120 Variable lease cost $ 1,654 $ 1,611 $ 4,525 $ 4,744 Total lease cost $ 5,355 $ 4,932 $ 12,104 $ 13,864 The operating lease costs, except pre-opening costs of $303 and $1,306 for the twelve and thirty-six weeks ended January 7, 2024, respectively, and $495 and $939 for the twelve and thirty-six weeks ended January 1, 2023, are included within store occupancy costs on the unaudited condensed consolidated statements of operations. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 8 Months Ended |
Jan. 07, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Note 8 – 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 2). The changes in the balance of the Preferred Stock included in the mezzanine equity for the thirty-six weeks ended January 7, 2024 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 January 7, 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 | 8 Months Ended |
Jan. 07, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9 – Stock-Based Compensation Legacy Pinstripes’s 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 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 5 years and expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards, restricted stock unit awards, stock appreciation rights or performance awards outstanding as of January 7, 2024. A summary of equity classified option activity for the thirty-six weeks ended January 7, 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) — $ 13,215 Outstanding at April 30, 2023, as previously reported 4,223,335 $ 5.33 6.56 $ 29,843 Granted 1,433,855 12.52 Exercised (45,177) 3.51 $ 248 Expired (89,655) 2.27 Forfeited or cancelled (731,768) 9.56 Outstanding at January 7, 2024 4,790,590 $ 6.91 6.70 $ 3,774 Exercisable at January 7, 2024 2,352,180 $ 4.15 4.59 (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 2). The unrecognized expense related to our stock option plan totaled approximately $6,768 as of January 7, 2024 and will be expensed over a weighted average period 3.71 years. |
Warrants
Warrants | 8 Months Ended |
Jan. 07, 2024 | |
Equity [Abstract] | |
Warrants | Note 10 – 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 condensed 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 2024, 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 was 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 Silveview Tranche 2 Loan. (see Note 5). 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 2). As of January 7, 2024, there were no outstanding Legacy Pinstripes warrants. In connection with Banyan’s initial public offering, 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 January 7, 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 unaudited condensed 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 twelve and thirty-six weeks ended January 7, 2024, the Company recognized a gain for the change in fair value of the Public Warrants and Private Warrants, respectively, in the amounts of $108 and $17,389. 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 5). 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 January 7, 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 January 7, 2024 28,797,500 $ 9.58 The Company remeasures the liability-classified warrants to fair value at each reporting period. During the thirty-six weeks ended January 7, 2024, the change in the fair value was as follows: Warrant liabilities as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liabilities as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liabilities as of October 15, 2023 $ 3,251 Exercised (2,202) Reclassification of liability-classified warrants (940) Issuance of public and private warrants 29,824 Change in fair value (17,606) Warrant liabilities as of January 7, 2024 $ 12,327 The change in fair value of the liability-classified warrants are reported on a separate line item in the unaudited condensed 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 Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 8 Months Ended |
Jan. 07, 2024 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | Note 11 – Net Earnings (Loss) Per Share Basic net earnings (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 earnings (loss) per share is computed by dividing net income (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 earnings (loss) per share. Diluted net earnings (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 earnings (loss) per share of common stock for the twelve and thirty-six weeks ended January 7, 2024 and January 1, 2023: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Numerator: Net income (loss) 12,248 (392) 1,919 1,253 Cumulative unpaid dividends on Series I redeemable convertible preferred stock (350) — (878) — Change in redemption amount of redeemable convertible preferred stock — — (1,423) — Net income (loss) attributable to common stockholders 11,898 (392) (382) 1,253 Earnings allocated to participating securities (6,419) — — — Net income (loss) available to common stockholders, basic 5,479 (392) (382) 1,253 Earnings allocated to participating securities 6,419 — — — Impact of assumed conversions 361 — — 33 Net income (loss) available to common stockholders, diluted 12,259 (392) (382) 1,286 Denominator: Weighted average common shares outstanding, basic 15,784,141 11,408,369 13,324,330 11,404,578 Dilutive awards outstanding 21,276,865 — — 20,288,299 Weighted average common shares outstanding, diluted 37,061,006 11,408,369 13,324,330 31,692,877 Earnings (loss) per share: Basic $ 0.35 $ (0.03) $ (0.03) $ 0.11 Diluted $ 0.33 (0.03) (0.03) $ 0.04 There were no potential common shares excluded from the computation of diluted earnings per share for the twelve and thirty-six ended January 7, 2024. |
Commitment and Contingencies
Commitment and Contingencies | 8 Months Ended |
Jan. 07, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – 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 condensed consolidated balance sheets as this amount represents the probable and reasonably estimable cost to resolve this matter. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Jan. 07, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions For the twelve and thirty-six weeks ended January 7, 2024 and January 1, 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 $921 and $942, and $1,497 and $5,616, respectively. As of January 7, 2024 and April 30, 2023, $1,564 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Jan. 07, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||||||
Jan. 07, 2024 | Oct. 15, 2023 | Jul. 23, 2023 | Jan. 01, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Jan. 07, 2024 | Jan. 01, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net (loss) income | $ 12,248 | $ (7,283) | $ (3,046) | $ (392) | $ (3,390) | $ 5,035 | $ 1,919 | $ 1,253 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jan. 07, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 8 Months Ended |
Jan. 07, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying unaudited condensed 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. 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. |
Basis of Presentation | 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Due to the seasonality of the Company’s business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in the Company’s registration statement on Form S-4/A filed with the SEC on November 28, 2023. |
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and cash equivalents | 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. |
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 condensed consolidated balance sheets in the amounts of $5,059 as of January 7, 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 our gift cards is included in amounts due to customers in the condensed consolidated balance sheets in the amounts of $2,280 as of January 7, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Redemptions, net of discounts $ 472 $ (38) $ 1,355 $ 628 Breakage $ 339 $ 130 $ 584 $ 591 Gift card revenue, net $ 811 $ 92 $ 1,939 $ 1,219 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the condensed 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 |
Recently adopted and issued accounting standards | Management reviewed the accounting pronouncements that became effective for the third quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. Management also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the condensed consolidated financial statements. |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Tables) | 8 Months Ended |
Jan. 07, 2024 | |
Accounting Policies [Abstract] | |
Components of Revenue | The components of gift card revenue were as follows: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Redemptions, net of discounts $ 472 $ (38) $ 1,355 $ 628 Breakage $ 339 $ 130 $ 584 $ 591 Gift card revenue, net $ 811 $ 92 $ 1,939 $ 1,219 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 8 Months Ended |
Jan. 07, 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) | 8 Months Ended |
Jan. 07, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: January 7, 2024 April 30, 2023 Beverage $ 644 $ 545 Food 284 257 Total $ 928 $ 802 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 8 Months Ended |
Jan. 07, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net is summarized as follows: January 7, 2024 April 30, 2023 Leasehold improvements 71,292 61,534 Furniture, fixtures, and equipment 40,818 33,361 Building and building improvements 7,000 7,000 Construction in progress 21,935 24,568 Total cost 141,045 126,463 Less: accumulated depreciation (69,038) (63,621) Property and equipment, net 72,007 62,842 |
Debt (Tables)
Debt (Tables) | 8 Months Ended |
Jan. 07, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term financing arrangements consists of the following: January 7, 2024 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 35,000 22,500 Equipment loan 16,500 11,500 Senior notes 50,278 — Convertible notes — 5,000 Finance obligations 4,834 3,995 Other 92 127 Less: unamortized debt issuance costs and discounts (35,958) (6,367) Total 71,246 37,255 Less: current portion of long-term borrowings (3,056) (1,044) Long-term notes payable $ 68,190 $ 36,211 |
Leases (Tables)
Leases (Tables) | 8 Months Ended |
Jan. 07, 2024 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Operating lease cost $ 3,701 $ 3,321 $ 7,579 $ 9,120 Variable lease cost $ 1,654 $ 1,611 $ 4,525 $ 4,744 Total lease cost $ 5,355 $ 4,932 $ 12,104 $ 13,864 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 8 Months Ended |
Jan. 07, 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 thirty-six weeks ended January 7, 2024 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 January 7, 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) | 8 Months Ended |
Jan. 07, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | A summary of equity classified option activity for the thirty-six weeks ended January 7, 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) — $ 13,215 Outstanding at April 30, 2023, as previously reported 4,223,335 $ 5.33 6.56 $ 29,843 Granted 1,433,855 12.52 Exercised (45,177) 3.51 $ 248 Expired (89,655) 2.27 Forfeited or cancelled (731,768) 9.56 Outstanding at January 7, 2024 4,790,590 $ 6.91 6.70 $ 3,774 Exercisable at January 7, 2024 2,352,180 $ 4.15 4.59 (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 2). |
Warrants (Tables)
Warrants (Tables) | 8 Months Ended |
Jan. 07, 2024 | |
Equity [Abstract] | |
Schedule of Warrants | As of January 7, 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 January 7, 2024 28,797,500 $ 9.58 The Company remeasures the liability-classified warrants to fair value at each reporting period. During the thirty-six weeks ended January 7, 2024, the change in the fair value was as follows: Warrant liabilities as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liabilities as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liabilities as of October 15, 2023 $ 3,251 Exercised (2,202) Reclassification of liability-classified warrants (940) Issuance of public and private warrants 29,824 Change in fair value (17,606) Warrant liabilities as of January 7, 2024 $ 12,327 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 8 Months Ended |
Jan. 07, 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 earnings (loss) per share of common stock for the twelve and thirty-six weeks ended January 7, 2024 and January 1, 2023: Twelve Weeks Ended Thirty-Six Weeks Ended January 7, 2024 January 1, 2023 January 7, 2024 January 1, 2023 Numerator: Net income (loss) 12,248 (392) 1,919 1,253 Cumulative unpaid dividends on Series I redeemable convertible preferred stock (350) — (878) — Change in redemption amount of redeemable convertible preferred stock — — (1,423) — Net income (loss) attributable to common stockholders 11,898 (392) (382) 1,253 Earnings allocated to participating securities (6,419) — — — Net income (loss) available to common stockholders, basic 5,479 (392) (382) 1,253 Earnings allocated to participating securities 6,419 — — — Impact of assumed conversions 361 — — 33 Net income (loss) available to common stockholders, diluted 12,259 (392) (382) 1,286 Denominator: Weighted average common shares outstanding, basic 15,784,141 11,408,369 13,324,330 11,404,578 Dilutive awards outstanding 21,276,865 — — 20,288,299 Weighted average common shares outstanding, diluted 37,061,006 11,408,369 13,324,330 31,692,877 Earnings (loss) per share: Basic $ 0.35 $ (0.03) $ (0.03) $ 0.11 Diluted $ 0.33 (0.03) (0.03) $ 0.04 |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | |||
Jan. 07, 2024 USD ($) state location | Jan. 01, 2023 USD ($) | Jan. 07, 2024 USD ($) state segment location | Jan. 01, 2023 USD ($) | Apr. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | |||||
Number of locations | location | 15 | 15 | |||
Number of states | state | 9 | 9 | |||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Credit and debit card receivables | $ 1,612 | $ 1,612 | $ 1,381 | ||
Deposits | 5,059 | 5,059 | $ 5,453 | ||
Pre-opening expenses | $ 1,934 | $ 1,156 | $ 7,238 | $ 2,141 |
Nature of Business and Basis _5
Nature of Business and Basis of Presentation - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | |||
Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | Apr. 30, 2023 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 32,162 | $ 28,178 | $ 82,526 | $ 77,103 | |
Gift Card Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liability | 2,280 | 2,280 | $ 1,896 | ||
Total revenue | 811 | 92 | 1,939 | 1,219 | |
Redemptions, net of discounts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 472 | (38) | 1,355 | 628 | |
Breakage | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 339 | $ 130 | $ 584 | $ 591 |
Nature of Business and Basis _6
Nature of Business and Basis of Presentation - Common and Preferred Stock (Details) - $ / shares | Jan. 07, 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) | 39,931,785 | 17,422,009 | 11,422,476 | |
Common stock, shares outstanding (in shares) | 39,931,785 | 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) | 39,391,785 | |||
Common stock, shares outstanding (in shares) | 39,391,785 | |||
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 ($) | 3 Months Ended | 8 Months Ended | ||||
Dec. 29, 2023 | Dec. 28, 2023 | Jan. 07, 2024 | Jan. 07, 2024 | Jan. 01, 2023 | Apr. 30, 2023 | |
Schedule of Reverse Recapitalization [Line Items] | ||||||
Preferred stock, shares outstanding (in shares) | 11,089,695 | 0 | 0 | |||
Warrants outstanding (in shares) | 354,436 | 28,797,500 | 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 | 0 | |||
Common stock, shares issued (in shares) | 17,422,009 | 39,931,785 | 39,931,785 | 11,422,476 | ||
Common stock, shares outstanding (in shares) | 39,918,036 | 17,422,009 | 39,931,785 | 39,931,785 | 11,422,476 | |
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 9.58 | $ 1.31 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Transaction costs | $ 20,191,000 | $ 24,317,000 | ||||
Prepaid transaction costs | $ 450,000 | 450,000 | ||||
Payments for transaction costs | $ 23,438,000 | |||||
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) | 39,391,785 | 39,391,785 | ||||
Common stock, shares outstanding (in shares) | 39,391,785 | 39,391,785 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 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 | Jan. 07, 2024 | Dec. 29, 2023 | Dec. 28, 2023 | Apr. 30, 2023 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 39,931,785 | 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 | Jan. 07, 2024 | Apr. 30, 2023 |
Inventory [Line Items] | ||
Total | $ 928 | $ 802 |
Beverage | ||
Inventory [Line Items] | ||
Total | 644 | 545 |
Food | ||
Inventory [Line Items] | ||
Total | $ 284 | $ 257 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 07, 2024 | Apr. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 141,045 | $ 126,463 |
Less: accumulated depreciation | (69,038) | (63,621) |
Property and equipment, net | 72,007 | 62,842 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 71,292 | 61,534 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 40,818 | 33,361 |
Building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 7,000 | 7,000 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 21,935 | $ 24,568 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jan. 07, 2024 | Apr. 30, 2023 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs and discounts | $ (35,958) | $ (6,367) |
Total | 71,246 | 37,255 |
Current portion of long-term notes payable | (3,056) | (1,044) |
Long-term notes payable | 68,190 | 36,211 |
PPP and SBA loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 500 | 500 |
Term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 35,000 | 22,500 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 16,500 | 11,500 |
Less: unamortized debt issuance costs and discounts | (3,543) | (2,770) |
Senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 50,278 | 0 |
Less: unamortized debt issuance costs and discounts | (27,533) | |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 5,000 |
Finance obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,834 | 3,995 |
Total | 1,236 | |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 92 | $ 127 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jan. 07, 2024 USD ($) | Jan. 01, 2023 USD ($) | Jan. 07, 2024 USD ($) | Jan. 01, 2023 USD ($) | Apr. 24, 2022 USD ($) debt_instrument | Jun. 04, 2021 | Apr. 20, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Interest rate | 1.07% | ||||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 8,448 | |||
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 | $ 8,448 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) | 5 Months Ended | 8 Months Ended | ||||||||
Mar. 07, 2023 USD ($) tranche store | Jan. 07, 2024 USD ($) | Jan. 07, 2024 USD ($) | Jan. 01, 2023 USD ($) | Dec. 29, 2023 USD ($) | Oct. 20, 2023 USD ($) | Sep. 29, 2023 USD ($) | Jul. 27, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jun. 04, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Number of tranches | tranche | 2 | |||||||||
Interest rate | 1.07% | |||||||||
Debt outstanding | $ 71,246,000 | $ 71,246,000 | $ 37,255,000 | |||||||
Proceeds from the Oaktree Tranche 2 Loan | 1,590,000 | $ 0 | ||||||||
Unamortized debt issuance costs and discounts | 35,958,000 | 35,958,000 | 6,367,000 | |||||||
Term loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||||
Interest rate | 15% | |||||||||
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 | 22,500,000 | 22,500,000 | 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 | 644,000 | ||||||||
Debt discount | 559,000 | 559,000 | ||||||||
Loan commitment asset | 1,203,000 | 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 | 1,653,000 | 1,653,000 | ||||||||
Debt discount | 3,229,000 | 3,229,000 | ||||||||
Unamortized debt issuance costs and discounts | $ 4,882,000 | $ 4,882,000 |
Debt - Equipment Loan (Details)
Debt - Equipment Loan (Details) - USD ($) $ in Thousands | Apr. 19, 2023 | Jan. 07, 2024 | Jul. 27, 2023 | Apr. 30, 2023 | Jun. 04, 2021 |
Debt Instrument [Line Items] | |||||
Interest rate | 1.07% | ||||
Unamortized debt issuance costs and discounts | $ 35,958 | $ 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 | 3,543 | 2,770 | |||
Debt issuance costs, net of amortization | 65 | 76 | |||
Debt discount | $ 3,478 | $ 2,694 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) | 3 Months Ended | 8 Months Ended | ||||
Dec. 29, 2023 USD ($) tranche | Jan. 07, 2024 USD ($) | Jan. 07, 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 | $ 35,958,000 | $ 35,958,000 | $ 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 | 27,533,000 | 27,533,000 | ||||
Debt issuance costs, net of amortization | 491,000 | 491,000 | ||||
Debt discount | 27,042,000 | 27,042,000 | ||||
Interest rate | 12.50% | |||||
Accrued interest | 278,000 | 278,000 | ||||
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 | 1,590,000 | 1,590,000 | |||
Gain on change in fair value | $ 183,000 | $ 183,000 | ||||
Variable spread | 5,000% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) $ / shares in Units, $ in Thousands | 8 Months Ended | ||
Jan. 07, 2024 USD ($) shares | Jan. 01, 2023 USD ($) | Jun. 04, 2021 USD ($) debt_instrument $ / shares | |
Debt Instrument [Line Items] | |||
Interest rate | 1.07% | ||
Shares issued upon conversion (in shares) | shares | 5,000 | ||
Interest Forfeit, Long Term Debt | $ 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 | ||
Interest Forfeit, Long Term Debt | $ 890 |
Debt - Finance Obligations_Debt
Debt - Finance Obligations/Debt Covenants (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 07, 2024 | Dec. 31, 2011 | Apr. 30, 2023 | Jun. 04, 2021 | |
Debt Instrument [Line Items] | ||||
Interest rate | 1.07% | |||
Debt outstanding | $ 71,246 | $ 37,255 | ||
Finance obligations | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 1,270 | |||
Interest rate | 10% | |||
Debt term | 5 years | |||
Debt outstanding | $ 1,236 | |||
Finance obligations | Northbrook, Illinois Financing Obligation | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 7,000 | |||
Interest rate | 8.15% | |||
Debt term | 15 years | |||
Debt outstanding | $ 3,597 | $ 3,995 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 8 Months Ended | ||
Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (in percent) | 0% | 0% | 0% | 10.30% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | ||
Jun. 30, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | |
Leases [Abstract] | |||||
Lease abatement | $ 4,673 | ||||
Deferred rent | 4,500 | ||||
Increase in lease liability | 2,678 | $ (6,808) | $ (5,897) | ||
Decrease in occupancy costs | 9,173 | 3,954 | 2,032 | ||
Gain on lease modification | $ 3,281 | 3,281 | 0 | ||
Leases which have not yet commenced | $ 64,769 | 64,769 | |||
Operating lease expense | $ 303 | $ 495 | $ 1,306 | $ 939 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,701 | $ 3,321 | $ 7,579 | $ 9,120 |
Variable lease cost | 1,654 | 1,611 | 4,525 | 4,744 |
Total lease cost | $ 5,355 | $ 4,932 | $ 12,104 | $ 13,864 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Jan. 07, 2024 | Dec. 28, 2023 | Oct. 15, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Jan. 01, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | |
Temporary Equity [Line Items] | ||||||||||
Temporary equity, shares outstanding (in shares) | [1] | 0 | 20,989,710,000 | 20,851,710,000 | 18,863,090,000 | 18,863,090 | 18,863,090 | 18,863,090 | 18,644,339 | |
Temporary equity, carrying amount | $ 0 | $ 75,262 | $ 73,488 | $ 53,468 | $ 53,468 | $ 53,468 | $ 53,468 | $ 52,218 | ||
Preferred 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 | 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 2. |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | |||
Jan. 07, 2024 | Oct. 15, 2023 | Jul. 23, 2023 | Jul. 17, 2022 | Jan. 07, 2024 | |
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | $ 75,262 | $ 73,488 | $ 53,468 | $ 52,218 | $ 53,468 |
Issuance of Redeemable Convertible Preferred Stock, net | 19,843 | ||||
Remeasurement to Redemption Amount | 1,423 | 1,423 | |||
Accretion of Cumulative Dividends | 350 | 394 | 134 | 878 | |
Conversion in connection with the Reverse Recapitalization | (75,612) | ||||
Ending balance | 0 | $ 75,262 | 73,488 | 53,468 | 0 |
Series A Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 1,151 | 1,151 | |||
Conversion in connection with the Reverse Recapitalization | (1,151) | ||||
Ending balance | 0 | 0 | |||
Series B Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 930 | 930 | |||
Conversion in connection with the Reverse Recapitalization | (930) | ||||
Ending balance | 0 | 0 | |||
Series C Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 300 | 300 | |||
Conversion in connection with the Reverse Recapitalization | (300) | ||||
Ending balance | 0 | 0 | |||
Series D Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 10,340 | 10,340 | |||
Conversion in connection with the Reverse Recapitalization | (10,340) | ||||
Ending balance | 0 | 0 | |||
Series E Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 2,207 | 2,207 | |||
Conversion in connection with the Reverse Recapitalization | (2,207) | ||||
Ending balance | 0 | 0 | |||
Series F Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 27,290 | 27,290 | |||
Conversion in connection with the Reverse Recapitalization | (27,290) | ||||
Ending balance | 0 | 0 | |||
Series G Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 3,550 | 3,550 | |||
Issuance of Redeemable Convertible Preferred Stock, net | 1,050 | ||||
Conversion in connection with the Reverse Recapitalization | (3,550) | ||||
Ending balance | 0 | 0 | |||
Series H Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | 7,700 | 7,700 | |||
Issuance of Redeemable Convertible Preferred Stock, net | $ 200 | ||||
Conversion in connection with the Reverse Recapitalization | (7,700) | ||||
Ending balance | 0 | 0 | |||
Series I Preferred Stock | |||||
Increase (Decrease) in Temporary Equity | |||||
Beginning balance | $ 0 | 0 | |||
Issuance of Redeemable Convertible Preferred Stock, net | 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 (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 8 Months Ended | |||
Oct. 19, 2023 | Jan. 07, 2024 | Dec. 29, 2023 | Dec. 31, 2008 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized expense | $ 6,768 | |||
Restricted Stock | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 0 | |||
Employee Stock Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized expense, period of recognition | 3 years 8 months 15 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 | |||
Vesting percentage | 20% | |||
Vesting period | 5 years | |||
Expiration period | 10 years | |||
Expiration period, employee termination | 90 days |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Outstanding (Details) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended |
Jan. 07, 2024 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 4,223,335,000 | |
Granted (in shares) | 1,433,855,000 | |
Exercised (in shares) | (45,177,000) | |
Expired (in shares) | (89,655,000) | |
Forfeited or cancelled (in shares) | (731,768,000) | |
Outstanding, ending balance (in shares) | 4,790,590,000 | 4,223,335,000 |
Exercisable (in shares) | 2,352,180,000 | |
Weighted-average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 5,330 | |
Granted (in dollars per share) | $ / shares | 12.52 | |
Exercised (in dollars per share) | $ / shares | 3.51 | |
Expired (in dollars per share) | $ / shares | 2.27 | |
Forfeited or cancelled (in dollars per share) | $ / shares | 9.56 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 6.91 | $ 5,330 |
Exercisable (in dollars per share) | $ / shares | $ 4.15 | |
Weighted-average Remaining Contractual Term (in years) | 6 years 8 months 12 days | 6 years 6 months 21 days |
Exercisable, Weighted-average Remaining Contractual Term (in years) | 4 years 7 months 2 days | |
Aggregate Intrinsic Value (in thousands) | $ | $ 3,774 | $ 29,843 |
Aggregate Intrinsic Value (in thousands), Exercised | $ | $ 248 | |
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) | $ / shares | $ 9.84 | |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 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 | ||
Aggregate Intrinsic Value (in thousands) | $ | $ 13,215 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | ||||||||||||
Dec. 29, 2023 | Oct. 20, 2023 | Sep. 29, 2023 | Aug. 01, 2023 | Jan. 07, 2024 | Oct. 15, 2023 | Oct. 09, 2022 | Jan. 07, 2024 | Jan. 01, 2023 | Dec. 28, 2023 | Dec. 04, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | |
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants issued (in shares) | 354,436 | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 9.58 | $ 1.31 | |||||||||||
Proceeds from the Oaktree Tranche 2 Loan | $ 1,590 | $ 0 | ||||||||||||
Issuance of warrants | $ 0 | $ 173 | $ 10 | |||||||||||
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 | 258,303 | 267,000 | |||||||||||
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 | 7,500 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 10 | $ 10 | ||||||||||||
Granite Creek Capital Partners LLC | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants issued (in shares) | 48,530 | 111,619 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.001 | |||||||||||||
Warrants outstanding | $ 2,202 | $ 1,925 | ||||||||||||
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 | 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 | 3 Months Ended | 8 Months Ended | |||||
Jan. 07, 2024 USD ($) $ / shares | Jan. 01, 2023 USD ($) | Jan. 07, 2024 USD ($) D $ / shares | Jan. 01, 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 | $ (17,790) | $ 0 | $ (19,140) | $ 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 | $ 108 | ||||||
Expiration period | 5 years | 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 | $ 17,389 | ||||||
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 | $ 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 | $ 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 | 8 Months Ended | ||
Dec. 29, 2023 | Jan. 07, 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 | 8 Months Ended | |
Dec. 29, 2023 | Jan. 07, 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 | 3 Months Ended | 8 Months Ended | |||||||
Jan. 07, 2024 | Oct. 15, 2023 | Jul. 23, 2023 | Jan. 01, 2023 | Oct. 09, 2022 | Jan. 07, 2024 | Jan. 01, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | |
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||||||||
Change in fair value | $ (17,790) | $ 0 | $ (19,140) | $ 0 | |||||
Exercised | (2,203) | ||||||||
Issuance of warrants | 0 | $ 173 | $ 10 | ||||||
Reclassification of liability-classified warrants | $ (940) | 1,834 | $ (940) | $ 0 | |||||
Exercise price of warrant (in dollars per share) | $ 9.58 | $ 9.58 | $ 1.31 | ||||||
Warrants | |||||||||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||||||||
Beginning balance | $ 3,251 | 2,334 | $ 1,925 | $ 1,925 | |||||
Change in fair value | (17,606) | (1,759) | 409 | ||||||
Exercised | (2,202) | ||||||||
Issuance of warrants | 29,824 | 173 | |||||||
Reclassification of liability-classified warrants | (940) | 1,834 | |||||||
Ending balance | $ 12,327 | 3,251 | 2,334 | $ 12,327 | |||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | |||||||
Expiration period | 5 years | 5 years | |||||||
Granite Creek Capital Partners LLC | |||||||||
Warrants And Rights Outstanding Rollforward [Roll Forward] | |||||||||
Beginning balance | $ 1,925 | $ 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 Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | ||||||
Jan. 07, 2024 | Oct. 15, 2023 | Jul. 23, 2023 | Jan. 01, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Jan. 07, 2024 | Jan. 01, 2023 | |
Numerator: | ||||||||
Net (loss) income | $ 12,248 | $ (7,283) | $ (3,046) | $ (392) | $ (3,390) | $ 5,035 | $ 1,919 | $ 1,253 |
Cumulative unpaid dividends on Series I redeemable convertible preferred stock | (350) | 0 | (878) | 0 | ||||
Change in redemption amount of redeemable convertible preferred stock | 0 | 0 | (1,423) | 0 | ||||
Net income (loss) attributable to common stockholders | 11,898 | (392) | (382) | 1,253 | ||||
Net income (loss) attributable to common stockholders | 11,898 | (392) | (382) | 1,253 | ||||
Earnings allocated to participating securities | (6,419) | 0 | 0 | 0 | ||||
Net income (loss) available to common stockholders, basic | 5,479 | (392) | (382) | 1,253 | ||||
Earnings allocated to participating securities | 6,419 | 0 | 0 | 0 | ||||
Impact of assumed conversions | 361 | 0 | 0 | 33 | ||||
Net income (loss) available to common stockholders, diluted | $ 12,259 | $ (392) | $ (382) | $ 1,286 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding, basic (in shares) | 15,784,141,000 | 11,408,369,000 | 13,324,330,000 | 11,404,578,000 | ||||
Dilutive awards outstanding (in shares) | 21,276,865,000 | 0 | 0 | 20,288,299,000 | ||||
Weighted average common shares outstanding, diluted (in shares) | 37,061,006,000 | 11,408,369,000 | 13,324,330,000 | 31,692,877,000 | ||||
Earnings (loss) per share: | ||||||||
Basic (in dollars per share) | $ 0.35 | $ (0.03) | $ (0.03) | $ 0.11 | ||||
Diluted (in dollars per share) | $ 0.33 | $ (0.03) | $ (0.03) | $ 0.04 |
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 | 3 Months Ended | 8 Months Ended | |||
Jan. 07, 2024 | Jan. 01, 2023 | Jan. 07, 2024 | Jan. 01, 2023 | Apr. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |||||
Accounts payable | $ 7,339 | $ 7,339 | $ 7,349 | ||
Design Services And Equipment Supply | |||||
RELATED PARTY TRANSACTIONS | |||||
Related party transaction | 921 | $ 942 | 1,497 | $ 5,616 | |
Accounts payable | $ 1,564 | $ 1,564 | $ 1,911 |