Pinstripes Holdings, Inc.

CIK:0001852633|SEC Filings

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		8 Months Ended
	Jan. 05, 2025	Jan. 07, 2024	Jan. 05, 2025	Jan. 07, 2024
Total revenue	$ 35,516	$ 32,162	$ 92,593	$ 82,526
Store labor and benefits	11,746	10,831	33,712	29,465
Store occupancy costs, excluding depreciation	5,956	4,947	17,443	10,537
Other store operating expenses, excluding depreciation	5,901	5,140	16,615	14,696
General and administrative expenses	4,820	5,274	15,404	12,576
Depreciation expense	2,737	2,076	7,802	5,417
Pre-opening expenses	1,450	1,934	4,024	7,238
Impairment loss	634	0	634	0
Operating loss	(3,235)	(3,057)	(18,721)	(11,135)
Interest expense, net	(5,654)	(2,485)	(15,546)	(6,086)
Gain on change in fair value of warrant liabilities and other	707	17,790	6,955	19,140
Other expense	(35)	0	(83)	0
Income (loss) before income taxes	(8,217)	12,248	(27,395)	1,919
Income tax (benefit)	(138)	0	0	0
Net income (loss)	(8,079)	12,248	(27,395)	1,919
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock	0	(350)	0	(2,301)
Net income (loss) attributable to common stockholders	(8,079)	11,898	(27,395)	(382)
Net income (loss) attributable to common stockholders	$ (8,079)	$ 11,898	$ (27,395)	$ (382)
Basic loss per share (in dollars per share)	$ (0.19)	$ 0.35	$ (0.64)	$ (0.03)
Diluted loss per share (in dollars per share)	$ (0.19)	$ 0.33	$ (0.64)	$ (0.03)
Weighted average common shares outstanding, basic (in shares)	43,578,234	15,784,141	43,129,555	13,324,330
Weighted average common shares outstanding, diluted (in shares)	43,578,234	37,061,006	43,129,555	13,324,330
Food and beverage revenues
Total revenue	$ 27,455	$ 24,854	$ 72,382	$ 64,806
Cost of food and beverage	5,507	5,017	15,680	13,732
Recreation revenues
Total revenue	$ 8,061	$ 7,308	$ 20,211	$ 17,720

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	8 Months Ended
	Jan. 05, 2025	Jan. 07, 2024
Cash flows from operating activities
Net loss	$ (27,395)	$ 1,919
Adjustments to reconcile net loss to net cash used in operating activities
Gain on modification of operating leases	0	(3,281)
Depreciation expense	7,802	5,417
Non-cash operating lease expense	4,404	4,048
Paid-in-kind interest	8,078	0
Operating lease tenant allowances	339	3,789
Stock-based compensation	2,230	615
Gain on change in fair value of warrant liabilities and other	(6,955)	(19,305)
Warrant expense	28	0
Interest on finance lease obligation	39	0
Amortization of debt issuance costs	1,992	1,425
Franchise tax expense	(150)	0
Impairment loss	634	0
Accounts receivable	(172)	(741)
Inventories	(58)	(126)
Prepaid expenses and other current assets	(1,178)	(1,265)
Operating right-of-use asset	(2,825)	0
Other long-term assets	616	(5,808)
Accrued occupancy costs	6,415	(3,954)
Other accrued liabilities	6,837	1,867
Operating lease liabilities	(12,025)	(6,808)
Net cash (used in) operating activities	(2,488)	(15,818)
Cash flows from investing activities
Purchase of property and equipment	(11,074)	(14,771)
Net cash (used in) investing activities	(11,074)	(14,771)
Cash flows from financing activities
Proceeds from warrant exercises	0	1
Proceeds from warrant issuances	67	24,592
Proceeds from issuance of redeemable convertible preferred stock, net	0	19,843
Payment of transaction costs incurred in connection with the registration statements	(25)	(23,437)
Principal payments on finance lease obligation	(128)	0
Principal payments on long-term notes payable	(2,132)	(466)
Debt issuance costs	76	(773)
Proceeds from long-term notes payable, net	4,823	40,440
Proceeds from short-term borrowings	95	0
Net cash provided by financing activities	2,776	61,790
Net change in cash and cash equivalents	(10,786)	31,201
Cash and cash equivalents, beginning of period	13,171	8,436
Cash and cash equivalents, end of period	2,385	39,637
Supplemental disclosures of cash flow information
Cash paid for interest	5,106	5,241
Cash paid for income taxes	61	0
Supplemental disclosures of non-cash operating, investing and financing activities
Forfeiture of accrued interest in connection with the conversion of long-term notes payable	0	890
Reclassification of liability-classified warrants	1,864	940
Transaction costs incurred in connection with the registration statements but not yet paid	50	388
Transfer of warrants related to business combination	0	29,824
Operating lease rent abatement	0	3,214
Right-of-use assets obtained in exchange for lease liabilities	11,660	5,963
Non-cash finance obligation	911	1,270
Issuance of contingently issuable warrants	401	0
Non-cash capital expenditures included in accounts payable	7,864	2,198
Change in the redemption amount of the redeemable convertible preferred stock	0	1,423
Accretion of cumulative dividends on Series I redeemable convertible preferred stock	0	878
Preferred Stock (as converted to common stock)
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of stock	0	75,501
Legacy Pinstripes Common Stock
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of stock	0	180
Common Stock
Supplemental disclosures of non-cash operating, investing and financing activities
Debt converted	0	5,137
Nonrelated Party
Adjustments to reconcile net loss to net cash used in operating activities
Accounts payable	9,430	6,400
Related Party
Adjustments to reconcile net loss to net cash used in operating activities
Accounts payable	$ (574)	$ (10)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 05, 2025	Apr. 28, 2024
Current Assets
Cash and cash equivalents	$ 2,385	$ 13,171
Accounts receivable	1,310	1,137
Inventories	1,007	949
Prepaid expenses and other current assets	3,386	2,101
Total current assets	8,088	17,358
Property and equipment, net	75,361	80,015
Operating lease right-of-use assets	76,443	66,362
Other long-term assets	2,971	3,586
Total assets	162,863	167,321
Current Liabilities
Current portion of long-term notes payable	3,304	4,818
Accrued occupancy costs	13,102	6,508
Other accrued liabilities	13,487	6,546
Current portion of operating lease liabilities	10,575	15,259
Warrant liabilities	625	5,411
Short-term borrowings	95	0
Total current liabilities	73,495	69,881
Long-term notes payable	84,968	70,677
Long-term accrued occupancy costs	99	277
Operating lease liabilities	98,575	94,256
Other long-term liabilities	1,436	1,386
Total liabilities	258,573	236,477
Commitments and contingencies (Note 12)
Stockholders’ deficit
Common stock (par value: $0.0001; authorized: 430,000,000 shares; issued and outstanding: 41,039,549 shares at January 5, 2025 and 40,087,785 shares at April 28, 2024)	4	4
Additional paid-in capital	57,467	56,623
Accumulated deficit	(153,181)	(125,783)
Total stockholders’ deficit	(95,710)	(69,156)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	162,863	167,321
Nonrelated Party
Current Liabilities
Accounts payable	24,248	22,706
Related Party
Current Liabilities
Accounts payable	$ 8,059	$ 8,633