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Segments
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segments Segments
The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the Chief Executive Officer to be its CODM.
As of September 30, 2024, 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 and e-commerce transaction revenues.
Brands: Our wholly owned brands include:
EveryLife, Inc., which generates revenue from online and wholesale sales of diapers and wipes.
PSQLink, LLC, which generates revenues through B2B sales, by providing its customers with a digital marketing and CRM platform.
Financial Technology: Our wholly owned Financial Technology subsidiaries include:
Credova Holdings, Inc., which generates revenue primarily through four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods.
PSQPayments LLC (also referred to as “PublicSquare Payments”), is a wholly owned subsidiary of PSQH which will generate revenue from launching a merchant servicer platform to provide its customers with a payments stack which will comprise of a framework of technological components and services that the Company’s customers can utilize to manage their payment processes.
The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment gross profit margin and segment operating income, before interest, taxes, depreciation, and amortization (“EBITDA”). 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 direct contribution for the three and nine months ended September 30, 2024 and 2023:
For the three months ended
September 30,
For the nine months ended
September 30,
2024202320242023
Revenues, net:
Marketplace
Advertising and e-commerce sales$717,692 $875,546 $2,389,801 $1,783,287 
Brands
Product sales2,824,540 1,387,951 7,653,505 1,387,951 
Other sales18,789 — 37,527 — 
Returns and discounts(228,317)(232,597)(642,037)(232,597)
Total Brand revenues, net2,615,012 1,155,354 7,048,995 1,155,354 
Financial Technology    
Direct revenue1,150,951 — 2,272,818 — 
Interest income on loans749,199 — 1,850,115 — 
Loan and lease contracts sold, net1,307,258 — 2,429,500 — 
Total Financial Technology revenues, net3,207,408 — 6,552,433 — 
Total revenues, net$6,540,112 $2,030,900 $15,991,229 $2,938,641 
For the three months ended September 30, 2024
Marketplace Brands Financial
 Technology
Total
Revenues, net$717,692 $2,615,012 $3,207,408 $6,540,112 
Segment cost of revenues(582,614)(4,358)(22,298)(609,270)
Segment cost of goods sold— (1,771,109)— (1,771,109)
Segment gross profit135,078 839,545 3,185,110 4,159,733 
Segment operating costs(3,701,865)(1,457,446)(3,417,409)(8,576,720)
Adjusted EBITDA(3,566,787)(617,901)(232,299)(4,416,987)
Corporate operating expenses(3,503,643)
Transaction costs incurred in connection with acquisitions   — 
Share-based compensation (exclusive of what is included in transaction costs above)   (5,796,823)
Depreciation and amortization   (975,090)
Other expense, net   (45,683)
Change in fair value of convertible notes   — 
Change in fair value of earn-out liabilities   170,000 
Change in fair value of warrant liabilities   2,175,000 
Interest expense, net   (756,760)
Income tax benefit   12,437 
Net loss$(13,137,549)
For the three months ended September 30, 2023
Marketplace BrandsFinancial
 Technology
Total
Revenues, net$875,546 $1,155,354 $— $2,030,900 
Segment cost of revenues(569,493)(9)— (569,502)
Segment cost of goods sold— (903,672)— (903,672)
Segment gross profit306,053 251,673 — 557,726 
Segment operating costs(2,871,552)(1,636,670)— (4,508,222)
Adjusted EBITDA(2,565,499)(1,384,997)— (3,950,496)
Corporate operating expenses(3,774,266)
Transaction costs incurred in connection with the Business Combination(3,309,597)
Share-based compensation (exclusive of what is included in transaction costs above)(1,185,089)
Depreciation and amortization(759,745)
Other income, net119,957 
Change in fair value of convertible notes— 
Change in fair value of earn-out liabilities450,000 
Change in fair value of warrant liabilities(7,783,000)
Interest expense, net(46,690)
Income tax benefit262 
Net loss$(20,238,664)
For the nine months ended September 30, 2024
Marketplace Brands Financial
 Technology
Total
Revenues, net$2,389,801 $7,048,995 $6,552,433 $15,991,229 
Segment cost of revenues(1,635,237)(4,358)(99,134)(1,738,729)
Segment cost of goods sold— (4,601,360)— (4,601,360)
Segment gross profit754,564 2,443,277 6,453,299 9,651,140 
Segment operating costs(9,807,606)(4,079,486)(6,992,869)(20,879,961)
Adjusted EBITDA(9,053,042)(1,636,209)(539,570)(11,228,821)
Corporate operating expenses(11,937,517)
Transaction costs incurred in connection with acquisitions   (2,295,502)
Share-based compensation (exclusive of what is included in transaction costs above)   (15,967,598)
Depreciation and amortization   (2,202,561)
Other income, net   110,295 
Change in fair value of convertible notes   — 
Change in fair value of earn-out liabilities   510,000 
Change in fair value of warrant liabilities   7,497,500 
Interest expense, net   (1,434,241)
Income tax expense   (1,181)
Net loss   $(36,949,626)
For the nine months ended September 30, 2023
Marketplace BrandsFinancial
 Technology
Total
Revenues, net$1,783,287 $1,155,354 $— $2,938,641 
Segment cost of revenues(1,189,431)(9)— (1,189,440)
Segment cost of goods sold— (903,672)— (903,672)
Segment gross profit593,856 251,673 — 845,529 
Segment operating costs(6,445,931)(1,636,670)— (8,082,601)
Adjusted EBITDA(5,852,075)(1,384,997)— (7,237,072)
Corporate operating expenses(8,230,417)
Transaction costs incurred in connection with the Business Combination(7,048,177)
Share-based compensation (exclusive of what is included in transaction costs above)(1,185,089)
Depreciation and amortization(2,004,319)
Other income, net173,644 
Change in fair value of convertible notes(14,571,109)
Change in fair value of earn-out liabilities450,000 
Change in fair value of warrant liabilities(7,783,000)
Interest expense, net(210,545)
Income tax expense(1,527)
Net loss$(47,647,611)
No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.