10-Q: Pinstripes Holdings Reports Q3 2025 Results: Revenue Up, But Losses Widen Amid Debt Concerns
Quarterly Report
Pinstripes Holdings saw a revenue increase in Q3 2025, but net losses widened due to higher interest expenses and ongoing debt covenant issues.
Summary
- Pinstripes Holdings, Inc. reported its financial results for the third quarter of fiscal year 2025, which ended on January 5, 2025.
- Total revenue increased by 10.4% to $35.5 million, driven by new store openings.
- Food and beverage revenues rose by 10.5% to $27.5 million, while recreation revenues increased by 10.3% to $8.1 million.
- However, the company experienced a net loss of $8.1 million, compared to a net income of $12.2 million in the same period last year.
- The operating loss was $3.2 million, slightly higher than the $3.1 million loss in the prior year.
- Interest expense increased significantly to $5.7 million, up from $2.5 million in the prior year, due to higher outstanding debt.
- The company recorded an impairment loss of $634,000 related to the termination of a lease.
- Same-store sales decreased by 7.7%.
- The company is not in compliance with debt covenants and has entered into a forbearance agreement with lenders.
- There is substantial doubt about the company's ability to continue as a going concern.
Sentiment
Score: 3
Explanation: The document presents a mixed picture with revenue growth offset by widening losses and significant debt concerns. The mention of 'substantial doubt' about the company's ability to continue as a going concern is a major negative signal.
Positives
- Total revenue increased by 10.4% to $35.5 million, driven by new store openings.
- Food and beverage revenues rose by 10.5% to $27.5 million.
- Recreation revenues increased by 10.3% to $8.1 million.
- General and administrative expenses decreased by 8.6% due to cost savings initiatives.
Negatives
- Net loss widened to $8.1 million, compared to a net income of $12.2 million in the same period last year.
- The operating loss was $3.2 million, slightly higher than the $3.1 million loss in the prior year.
- Interest expense increased significantly to $5.7 million, up from $2.5 million in the prior year, due to higher outstanding debt.
- The company recorded an impairment loss of $634,000 related to the termination of a lease.
- Same-store sales decreased by 7.7%.
Risks
- The company is not in compliance with debt covenants and has entered into a forbearance agreement with lenders.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company's ability to continue as a going concern is dependent upon it generating sufficient cash from operations over the next year from the date of the issuance of these financial statements.
- The company may be unable to fund its future operating requirements.
- The company may be unable to comply with the continued listing standards of the NYSE, which could result in the delisting of our securities.
Future Outlook
The company's future performance is subject to risks and uncertainties, including its ability to generate positive operating cash flows and comply with debt covenants. Management is exploring strategic alternatives to address these challenges.
Industry Context
The document does not provide specific details on how Pinstripes' performance compares to its direct competitors. However, it notes that consumer spending on food and entertainment outside the home fluctuates with macroeconomic conditions, which is a common industry trend.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Anthony Querciagrossa | TBD | 2025-02-28 | Resignation to pursue other opportunities |
Legal Proceedings
- On November 6, 2023, Riveron Consulting, LLC (Riveron) 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.
- On November 21, 2024, Riveron and the Company entered into a settlement agreement in which the Company agreed to pay Riveron $365.
Related Party Transactions
- For the twelve and thirty-six weeks ended January 5, 2025 and January 7, 2024, 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 $300 and $976, and $921 and $942, respectively.
Stakeholder Impact
- Shareholders face the risk of stock delisting and potential dilution.
- Employees face uncertainty due to the company's financial instability.
- Creditors face increased risk of default.
- Customers may be impacted by potential service disruptions or store closures.
Next Steps
- The company will need to achieve the minimum continued listing standards of either average global market capitalization over a consecutive 30 trading-day period of $50 million or total stockholders' equity of $50 million at the completion of the 18-month plan period.
- The company intends to consider available alternatives, including but not limited to a reverse stock split, that are subject to shareholder approval.
- The company is required to achieve certain milestones in respect of various possible strategic alternatives, which are set forth in the Oaktree Loan Agreement, as amended by the Oaktree Second Amendment.
Key Dates
| Date | Description |
|---|---|
| 2008-12-31 | Date of Legacy Pinstripes' 2008 Equity Incentive Plan |
| 2011-12-31 | Date of failed sale leaseback at Northbrook, Illinois location |
| 2021-06-04 | Date the Company entered into two convertible note agreements for $5,000 in the aggregate |
| 2022-01-24 | Date of Banyan Acquisition Corporation's formation |
| 2023-03-07 | Date the Company entered into a term loan facility with Silverview Credit Partners LP |
| 2023-04-19 | Date the Company entered into a subordinated equipment loan with Granite Creek Capital Partners LLC |
| 2023-06-22 | Date of the Business Combination Agreement between Pinstripes, Banyan Acquisition Corporation, and Panther Merger Sub Inc. |
| 2023-07-27 | Date the Company restated the term loan agreement with Granite Creek |
| 2023-08-01 | Date the Company and Silverview entered into an agreement whereby the Company agreed to grant Silverview warrants |
| 2023-09-03 | Date the Company and Silverview entered into the Sixth Amendment to the Silverview Facility |
| 2023-09-26 | Date of amendment and restatement of the Business Combination Agreement |
| 2023-09-29 | Date the Company issued warrants in exchange for $1,500 in funding drawn under the Silverview Tranche 2 Loan |
| 2023-10-19 | Date the Board of Directors of Legacy Pinstripes approved a new equity incentive plan, the 2023 Stock Option Plan |
| 2023-10-20 | Date the Company issued warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan |
| 2023-11-22 | Date of the Second Amended and Restated Business Combination Agreement |
| 2023-12-04 | Date Granite Creek exercised their warrants at a par value of $0.01 |
| 2023-12-17 | Date the New York Stock Exchange (the NYSE) notified the Company that the NYSE determined to (a) commence proceedings to delist the Companys Public Warrants |
| 2023-12-29 | Date of consummation of the Business Combination and entry into the Oaktree Loan Agreement |
| 2024-01-19 | Date non-employee directors received a restricted stock unit award |
| 2024-04-28 | End of fiscal year 2024 |
| 2024-06-27 | Date the Company legally issued the Additional Oaktree Tranche 1 Warrants for 412,500 shares of Class A Common Stock |
| 2024-09-03 | Date the Company and Oaktree entered into the First Amendment to the Senior Notes |
| 2024-10-16 | Date the Company was notified by the NYSE that it was not in compliance with Section 802.01B and Section 802.01C of the NYSE Listed Company Manual |
| 2024-11-06 | Date Riveron Consulting, LLC (Riveron) filed a lawsuit against the Company |
| 2024-11-21 | Date Riveron and the Company entered into a settlement agreement |
| 2024-11-29 | Date the Company submitted a business plan regarding remediation of the above listing criteria |
| 2024-12-04 | Date certain employees received a one-time restricted stock award |
| 2024-12-17 | Date the New York Stock Exchange (the NYSE) notified the Company that the NYSE determined to (a) commence proceedings to delist the Companys Public Warrants |
| 2025-01-05 | End of the third quarter of fiscal year 2025 |
| 2025-01-06 | Date the NYSE completed the delisting of the Public Warrants |
| 2025-01-14 | Date the NYSE notified us that it had accepted our business plan and that it was prepared to continue to list the Companys common stock |
| 2025-01-17 | Date the Company entered into a seventh amendment of the Silverview Facility |
| 2025-01-17 | Date the Company entered into a Amendment No. 3 to the Granite Creek Facility |
| 2025-01-17 | Date the Company and Oaktree entered into the Second Amendment |
| 2025-01-21 | Date Oaktree funded a Tranche 2 Loan in the amount of $6.0 million |
| 2025-02-17 | Date Anthony Querciagrossa informed the Board of his resignation as Chief Financial Officer of the Company |
| 2025-02-28 | Effective date of Anthony Querciagrossa's resignation as Chief Financial Officer |
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