Increased YoY Third Quarter Net Revenue by
16x
Launched EveryLife, the Company’s First
Wholly-Owned Subsidiary
Introduced eCommerce Marketplace on November
1st, 2023
Reiterates Expectation of First Profitable
Quarter in 2024
PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” “the
Company”), a leading marketplace of patriotic businesses and
consumers, today announced financial results for the third quarter
of 2023.
Michael Seifert, Chairman and Chief Executive Officer of
PublicSquare, commented, “This was another transformational period
for PublicSquare – having launched the business just over one year
ago, listing on the NYSE, and building a commerce ecosystem for a
network of Americans that are looking to spend their hard-earned
money with values-aligned brands. Excluding discounts, we saw
revenue increase sequentially by over 300% compared to the second
quarter of this year, and we continued to witness a rapid increase
of new business vendors and consumers joining our platform. We are
in the early innings of establishing a high-quality revenue model,
with strong consolidated margins, driven by eCommerce, advertising,
and wholly-owned brands like EveryLife and PSQ Link. Looking closer
at our financials, excluding transaction costs, our third-quarter
performance illustrates that our business can generate strong
margins and recurring cash flow at scale. PublicSquare is building
the parallel economy that will transform the way millions of
Americans conduct commerce and we’re grateful for the early
milestones we’ve achieved.”
3Q 2023 HIGHLIGHTS
- Increased net revenue by 283% and 1,529% to $2.0 million
compared to second quarter of 2023 and third quarter of 2022,
respectively (inclusive of discounts & returns)
- Increased PublicSquare marketplace revenue by 65% and 602% to
$0.9 million compared to second quarter of 2023 and third quarter
of 2022, respectively
- Launched EveryLife, a wholly-owned baby-care brand, in July of
2023, contributing over $1.0 million in new revenue in the quarter,
of which 71% was subscription-based
- Increased consumer members by 646% to 1.6 million compared to
third quarter of 2022
- Increased businesses on the platform by 224% to 71,000 compared
to third quarter of 2022
- Incurred $3.3 million in one-time transaction costs related to
the business combination in third quarter of 2023
- Ended the quarter with $25.3 million in cash and cash
equivalents
YTD 2023 HIGHLIGHTS
- Increased net revenue by 1,387% compared to YTD 2022
- Increased PublicSquare marketplace revenue by 803% compared to
YTD 2022
SUBSEQUENT EVENTS
- On October 13, 2023, the Company launched PSQ Link, a
subscription-based SaaS business CRM and management tool, for
PublicSquare merchants
- On October 24, 2023, the Company announced a partnership with
Tucker Carlson’s digital media company, Last Country, Inc., to
create content across Tucker’s X profile and emerging subscription
platform, which will highlight the PublicSquare mission. This
high-profile collaboration is slated to kick off during the fourth
quarter of 2023
- On November 1, 2023, the Company rebranded under PublicSquare
which included the purchase of the domain name
PublicSquare.com
- On November 1, 2023, the Company launched its multi-vendor,
single-cart shopping feature on desktop, mobile, and in-app
experiences. The eCommerce marketplace highlights over 400,000
products and is a key component driving platform monetization
FORWARD-LOOKING CONSIDERATIONS
- We expect elevated eCommerce research and development expenses
to continue through the fourth quarter of 2023 and then step down
and stabilize at a lower rate going forward in 2024
- We expect general and administrative expenses to decrease going
forward based on the completion of the business combination
- We reiterate our expectation of achieving our first profitable
quarter in 2024 and we do not anticipate any forthcoming capital
raises to support the existing business
Third Quarter 2023 Prepared Remarks & Discussion
Management will host prepared remarks today at 4:30 pm ET. The
live webcast and replay can be accessed at
https://investors.publicsq.com/overview/default.aspx. PublicSquare
has utilized the Say Technologies platform to allow shareholders to
submit questions to management in advance of the webcast.
Management will respond to previously submitted, top questions that
pertain to PublicSquare’s strategic priorities, business
operations, financial position, and efforts to continue enhancing
the business. To comply with U.S. securities laws and on the advice
of counsel, the Company will not comment on other topics.
About PublicSquare
PublicSquare is an app and website that connects patriotic
Americans to high-quality businesses that share their values, both
online and in their local communities. The primary mission of the
platform is to help consumers "shop their values" and put purpose
behind their purchases. In just over one year since its nationwide
launch, PublicSquare has seen tremendous growth and proven to the
nation that the parallel, "patriotic" economy can be a major force
in commerce. The platform has approximately 71,000 businesses from
a variety of different industries and approximately 1.6 million
consumer members. Additionally, PublicSquare leverages data and
insights from the platform to assess its members’ needs and provide
quality wholly-owned products, such as EveryLife diapers and wipes,
to fill those needs. PublicSquare is free to join for both
consumers and business owners alike, and to learn more, download
the app on the App Store or Google Play, or visit
PublicSquare.com.
About EveryLife Inc.
EveryLife Inc. began with a simple mission: to provide premium
products for every baby, because every baby is a miracle from God
who deserves to be loved, protected, and supported. At EveryLife,
we believe in providing for — and protecting — the next generation.
EveryLife Inc. was acquired by PublicSquare in February 2023 and
launched on July 13, 2023 as a wholly-owned baby-care brand selling
diapers and wipes. To learn more, please visit everylife.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, and for purposes
of the “safe harbor” provisions under the United States Private
Securities Litigation Reform Act of 1995. Any statements other than
statements of historical fact contained herein are forward-looking
statements. Such forward-looking statements include, but are not
limited to, expectations, hopes, beliefs, intentions, plans,
prospects, financial results or strategies regarding PublicSquare,
anticipated product launches, our products and markets, future
financial condition, expected future performance and market
opportunities of PublicSquare. Forward-looking statements generally
are identified by the words “anticipate,” “believe,” “could,”
“expect,” “estimate,” “future,” “intend,” “may,” “might,”
“strategy,” “opportunity,” “plan,” “project,” “possible,”
“potential,” “project,” “predict,” “scales,” “representative of,”
“valuation,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, and in this press
release, include our expectation of our first profitable quarter in
2024 and the number of products expected to be on our app; however,
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including, without limitation:
(i) the outcome of any legal proceedings that may be instituted
against PublicSquare. related to the business combination with
Colombier, (ii) changes in the competitive industries and markets
in which PublicSquare operates, variations in performance across
competitors, changes in laws and regulations affecting
PublicSquare’s business and changes in the combined capital
structure, (iii) the ability to implement business plans, growth,
marketplace and other expectations, and identify and realize
additional opportunities, (iv) risks related to PublicSquare’s
limited operating history, the rollout and/or expansion of its
business and the timing of expected business milestones, including
Every Life, PSQ Link, E-commerce, and the Tucker Carlson
partnership, (v) risks related to PublicSquare’s potential
inability to achieve or maintain profitability and generate
significant revenue, (vi) the ability to raise capital on
reasonable terms as necessary to develop its products in the
timeframe contemplated by PublicSquare’s business plan, (vii) the
ability to execute PublicSquare’s anticipated business plans and
strategy, (viii) the ability of PublicSquare to enforce its current
or future intellectual property, including patents and trademarks,
along with potential claims of infringement by PublicSquare of the
intellectual property rights of others, (ix) actual or potential
loss of key influencers, media outlets and promoters of
PublicSquare’s business or a loss of reputation of PublicSquare or
reduced interest in the mission and values of PublicSquare. and the
segment of the consumer marketplace it intends to serve, and (x)
the risk of economic downturn, increased competition, a changing
regulatory landscape and related impacts that could occur in the
highly competitive consumer marketplace, both online and through
“bricks and mortar” operations. The foregoing list of factors is
not exhaustive. Recipients should carefully consider such factors
and the other risks and uncertainties described and to be described
in PublicSquare’s public filings with the Securities and Exchange
Commission. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Recipients are cautioned not to put undue reliance
on forward-looking statements, and PublicSquare. does not assume
any obligation to, nor intends to, update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
PublicSquare gives no assurance that PublicSquare will achieve its
expectations.
PSQ HOLDINGS, INC. (dba
PublicSq.)
Condensed Consolidated Balance
Sheets
September 30, 2023
December 31, 2022
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$
25,255,909
$
2,330,405
Inventory
1,476,085
-
Prepaid expenses and other current
assets
3,541,769
289,379
Accounts receivable
67,604
-
Total current assets
30,341,367
2,619,784
Intangible assets, net
2,532,063
1,267,673
Operating lease right-of-use asset
164,304
293,520
Property and equipment, net
132,246
26,723
Deposits
78,165
7,963
Total assets
$
33,248,145
$
4,215,663
Liabilities and stockholders’
equity
Current liabilities
Accounts payable
$
1,714,385
$
424,065
Accrued expenses
1,061,606
41,494
Deferred revenue
248,958
49,654
Current portion of operating lease
liabilities
168,608
169,275
Total current liabilities
3,193,557
684,488
Earn-out liabilities
1,950,000
-
Warrant liabilities
16,599,500
-
Operating lease liabilities,
non-current
-
129,762
Total liabilities
21,743,057
814,250
Commitments and contingencies (Note
14)
Stockholders’ equity
Preferred stock, $0.0001 par value;
50,000,000 authorized shares; no shares issued and outstanding as
of September 30, 2023 and December 31, 2022
-
-
Class A Common stock, $0.0001 par value;
500,000,000 authorized shares; 24,340,075 shares and 11,806,007
shares issued and outstanding as of September 30, 2023 and December
31, 2022, respectively
2,434
1,181
Class C Common stock, $0.0001 par value;
40,000,000 authorized shares; 3,213,678 shares issued and
outstanding as of September 30, 2023 and December 31, 2022
321
321
Additional paid in capital
68,033,896
12,383,475
Subscription receivable
-
(99,612
)
Accumulated deficit
(56,531,563
)
(8,883,952
)
Total stockholders’ equity
11,505,088
3,401,413
Total liabilities and stockholders’
equity
$
33,248,145
$
4,215,663
PSQ HOLDINGS, INC. (dba
PublicSq.)
Condensed Consolidated Statements of
Operations (Unaudited)
For the three months ended
September 30,
For the nine months ended
September 30,
2023
2022
2023
2022
Revenues, net of returns and discounts of
$232,597 and $0 for the three months ended September 30, 2023 and
2022, and $232,597 and $0 for the nine months ended September 30,
2023 and 2022, respectively
$
2,030,900
$
124,634
$
2,938,641
$
197,575
Costs and expenses:
Cost of sales – services (exclusive of
depreciation and amortization shown separately below)
569,502
210,363
1,189,440
483,756
Cost of goods sold (exclusive of
depreciation and amortization shown separately below)
903,672
-
903,672
-
Transaction costs incurred in connection
with the Business Combination
3,309,597
-
7,048,177
-
General and administrative
4,311,199
993,488
7,448,015
2,175,612
Sales and marketing
3,670,309
429,455
6,739,149
954,501
Research and development
1,486,069
413,675
3,310,943
874,026
Depreciation and amortization
759,745
203,489
2,004,319
477,405
Total costs and expenses
15,010,093
2,250,470
28,643,715
4,965,300
Operating loss
(12,979,193
)
(2,125,836
)
(25,705,074
)
(4,767,725
)
Other income (expense):
Other income, net
119,957
328
173,644
8,174
Change in fair value of convertible
notes
-
-
(14,571,109
)
-
Change in fair value of earn-out
liabilities
450,000
-
450,000
-
Change in fair value of warrant
liabilities
(7,783,000
)
-
(7,783,000
)
-
Interest expense, net
(46,690
)
-
(210,545
)
-
Loss before income tax expense
(20,238,926
)
(2,125,508
)
(47,646,084
)
(4,759,551
)
Income tax benefit (expense)
262
4,208
(1,527
)
3,495
Net loss
$
(20,238,664
)
$
(2,121,300
)
$
(47,647,611
)
$
(4,756,056
)
Net loss per common share, basic and
diluted
$
(0.77
)
$
(0.18
)
$
(2.38
)
$
(0.44
)
Weighted-average shares outstanding, basic
and diluted
26,265,627
11,982,103
20,058,726
10,705,779
PSQ HOLDINGS, INC. (dba
PublicSq.)
Condensed Consolidated Statements of
Cash Flows (Unaudited)
For the nine months ended
September 30,
2023
2022
Cash Flows from Operating
Activities
Net loss
$
(47,647,611
)
$
(4,756,056
)
Adjustment to reconcile net loss to cash
used in operating activities
Amortization and depreciation
2,004,319
477,405
Share based compensation
2,095,889
-
Realized gain on short term investment
(173,644
)
-
Change in fair value of convertible
notes
14,571,109
-
Change in fair value of warrant
liabilities
7,783,000
-
Change in fair value of earn-out
liabilities
(450,000
)
-
Noncash lease expense
129,216
13,042
Interest expense
58,455
-
Changes in operating assets and
liabilities:
Accounts receivable
(67,604
)
-
Prepaid expenses and other assets
(2,017,390
)
(124,066
)
Deposits
(70,202
)
(5,463
)
Accounts payable
8,648,290
90,788
Inventory
(1,476,085
)
-
Accrued expenses
4,268,432
73,898
Deferred revenue
199,304
22,196
Operating lease payments
(130,429
)
(8,822
)
Net cash used in operating
activities
(12,274,951
)
(4,217,078
)
Cash flows from Investing
Activities
Software development costs
(1,840,066
)
(1,058,672
)
Purchases of short-term investments
(10,049,870
)
-
Proceeds from the sale of short-term
investments
10,223,514
-
Purchases of intangible assets
(86,600
)
-
Purchases of property and equipment
(113,065
)
(21,465
)
Net cash used in investing
activities
(1,866,087
)
(1,080,137
)
Cash flows from Financing
Activities
Proceeds from the issuance of Convertible
Notes Payable
22,500,000
-
Proceeds from reverse recapitalization
18,104,194
-
Transaction costs incurred in connection
with Business Combination
(6,137,377
)
-
Repayment of subscription payable
(400
)
-
Proceeds from the issuance of common
stock
2,600,125
5,433,365
Net cash provided by financing
activities
37,066,542
5,433,365
Net increase in cash and cash
equivalents
22,925,504
136,150
Cash and cash equivalents, beginning of
period
2,330,405
399,403
Cash and cash equivalents, end of the
period
$
25,255,909
$
535,553
Supplemental Cash Flow
Information
Promissory notes converted to equity
$
37,294,023
$
-
Initial recognition of Earn-out
liability
$
2,400,000
$
-
Acquisition of warrant liability
$
8,816,500
$
-
Recording of D&O tail insurance
acquired by Colombier
$
1,235,000
$
-
Acquisition of tax liability
$
957,982
$
-
Stock for stock transfer
$
1,334,500
$
-
Cash paid for interest
$
-
$
-
Segments
As of September 30, 2023, the Company’s operating and reportable
segments include:
- Marketplace: PSQ has created a marketplace platform to access
consumers that are drawn to patriotic values. The Company generates
revenue from advertising revenues.
- Brands: The first wholly-owned brand is EveryLife, Inc., which
generates revenue from online sales of diapers and wipes.
Adjusted EBITDA is defined as earnings (loss) from operations
less depreciation and amortization, share based compensation and
transaction costs. Earnings (loss) from operations excludes
interest, interest expense, (gain) loss on sale of equipment,
change in fair value of financial instruments and other expenses.
The Company believes that Adjusted EBITDA is an appropriate measure
for evaluating the operating performance of the Company’s business
segments because it is the primary measure used by the Company’s
chief operating decision maker to evaluate the performance of and
allocate resources to the Company’s businesses.
Segment performance, as defined by the Company, is not
necessarily comparable to other similarly titled captions of other
companies.
The following tables set forth the Company’s revenues, net and
adjusted EBITDA for the three and nine months ended September 30,
2023 and 2022:
For the three months
ended September 30,
For the nine months
ended September 30,
2023
2022
2023
2022
Revenues,
net:
Marketplace
Advertising sales
$
875,546
$
124,634
$
1,783,287
$
197,575
Brands
Product sales
1,387,951
-
1,387,951
-
Returns and discounts
(232,597
)
-
(232,597
)
-
Total Brand revenues, net
1,155,354
-
1,155,354
-
Total revenues, net
$
2,030,900
$
124,634
$
2,938,641
$
197,575
For the three months
ended
September 30,
For the nine months
ended
September 30,
2023
2022
2023
2022
Adjusted EBITDA:
Marketplace EBITDA
$
(6,339,765
)
$
(1,922,347
)
$
(14,082,492
)
$
(4,290,320
)
Brands EBITDA
(1,384,997
)
-
(1,384,997
)
-
Total adjusted EBITDA
(7,724,762
)
(1,922,347
)
(15,467,489
)
(4,290,320
)
Transaction costs incurred in connection
with the Business Combination
(3,309,597
)
-
(7,048,177
)
-
Share-based compensation (exclusive of
what is included in transaction costs above)
(1,185,089
)
-
(1,185,089
)
-
Depreciation and amortization
(759,745
)
(203,489
)
(2,004,319
)
(477,405
)
Other income, net
119,957
328
173,644
8,174
Change in fair value of warrant
liabilities
(7,783,000
)
-
(7,783,000
)
-
Change in fair value of earn-out
liabilities
450,000
-
450,000
-
Change in fair value of convertible
notes
-
-
(14,571,109
)
-
Income tax benefit (expense)
262
4,208
(1,527
)
3,495
Interest expense, net
(46,690
)
-
(210,545
)
-
Net loss
$
(20,238,664
)
$
(2,121,300
)
$
(47,647,611
)
$
(4,756,056
)
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