Increased Third Quarter 2024 Net Revenue by
222% YoY
Third Quarter 2024 Gross Margin Performance
of 64%
Signed Contracts for Over $1.0 billion in
Potential Annualized Gross Merchandise Value for Payments
Outlines Strategy for Fintech Growth in
2025
PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the
“Company”), America's leading commerce and payments ecosystem
valuing life, family, and liberty, today announced financial
results for the third quarter 2024 and presented its plan to
position the business for focus and growth in its Fintech
segment.
THIRD QUARTER 2024 HIGHLIGHTS & SUBSEQUENT EVENTS
- Net revenue increased to $6.5 million, a 222% increase in the
third quarter 2024 compared to the third quarter 2023
- Gross Margin was 64% in the third quarter 2024 compared to 27%
in the third quarter 2023
- Ended the third quarter 2024 with Cash & Cash Equivalents
of $5.7 million of which $1.0 million was restricted cash
- During the quarter, completed a private placement for a $10.0
million convertible note with a board member and his affiliates –
proceeds intended to fund the growth of its payments business
- After the end of the quarter, completed a private investment in
public equity transaction (“PIPE”) of $5.35 million led by a board
member – proceeds intended to help fund the growth of its payments
vertical and for other general corporate purposes
- Announced the official launch of its cancel-proof payments
platform and successfully processed first merchant
transactions
- Executed contracts that could potentially result in annualized
payments processing Gross Merchandise Value (“GMV”) of over $1.0
billion - exceeding the company's goal well before the Christmas
shopping season
- Implemented a strategic plan to streamline the organization to
focus on Fintech and Business-to-Business (“B2B”) going
forward
Michael Seifert, Chairman and Chief Executive Officer of
PublicSquare, commented, "The third quarter was a pivotal period of
transition for PublicSquare as we shifted resources to prioritize
our Fintech opportunity, aiming to deliver the distinct business
services our merchants have been demanding. In under seven months,
we built a truly world-class payments platform that has already
proven its value in the market. Starting from zero and in just over
four months, we have signed contracts that have the potential to
result in over $1.0 billion in annualized GMV, and as we entered Q4
2024 activated our first merchant who is expected to process more
than $100 million annually on our platform. This incredible
milestone speaks directly to the demand we are meeting and the
strength of our product for businesses of all sizes that resonate
with our cancel-proof promise. Alongside these advancements, we
have optimized our cost structure and sharpened our strategic
direction for future growth. As we enter Q4 2024, our focus on
Fintech—covering both payments and credit—is clearer than ever.
This refined focus includes shifting our customer acquisition
strategy to a B2B model and transitioning our marketplace to an
affiliate fee-based approach.”
“Looking towards next year, we believe with our refined roadmap
and reduced cash burn, all segments, including the PublicSquare
marketplace, will achieve positive cash flows on a standalone basis
during 2025 while maintaining strong growth. This solid foundation
in our segment performance bolsters our confidence that we can
become cash flow positive as an organization by the latter half of
2025. We are thrilled to enter this next chapter of our growth and
are encouraged by the enthusiasm throughout our ecosystem."
FINTECH FOCUS & GROWTH
As the Company transitions to a more fintech focused model it
has taken significant steps to capture a largely unaddressed and
overlooked merchant network.
PublicSquare’s recent Fintech accomplishments:
Payments
- Developed a fully cancel-proof payment stack with advanced
tokenization and secure wallet technology to protect customer
data
- Secured contracts that could potentially result in over $1.0
billion in annualized GMV
- Activated our first $100 million+ merchant on the payments
platform
- Approximately 80% of the Company’s sales pipeline stems from
existing Credova Credit/Buy Now, Pay Later (“BNPL”) merchants and
PublicSquare Marketplace merchants, who are values-aligned and have
actively sought out our payments stack
Credit
- Signed contracts that could potentially result in $5.8 billion
in annualized GMV year-to-date, with billions more currently under
negotiation
- Facilitated $53 million in consumer financing transactions
year-to-date, with an average contract value of $1,024
- Consumer financing generated approximately $3.2 million in net
revenue in Q3 2024 and attracted over 200,000 applications
Fintech Potential - 2025 & Beyond
As we look to the future, PublicSquare is dedicated to expanding
its Fintech offerings with a strategic emphasis on sustainable
growth, customer engagement, and values alignment:
- Strengthen BNPL and Payment Processing Solutions
- Continue to enhance our credit and payment processing
offerings, bolstering our cancel-proof ecosystem to continue to
meet the demands of values-aligned merchants and consumers
- Seamless Integration Across Our Merchant Network
- Integrating our fintech solutions across the entire merchant
ecosystem, aiming to offer a unified, values-driven, and largely
automated experience
- Monetize the Customer Lifecycle
- Optimizing revenue from customer interactions throughout the
customer experience -- from initial point of purchase with the
merchant to repeat transactions within the PublicSquare
Marketplace
- Expand Our B2B-Centric Model for Growth
- By transitioning to a B2B focus, we can leverage our merchant
partnerships to generate more customers organically, increasing
lifetime value while significantly reducing customer acquisition
costs
STRATEGIC REORGANIZATION PLAN
In late October the Company enacted a strategic plan where it
reorganized vital business functions to improve efficiency,
eliminating ~35% of the company's workforce in the process. This
strategic reorganization of the business is expected to save
approximately $11.0 million on an annualized basis and is also
expected to meaningfully lower the Company's cash needs, allowing
it be positioned to reach positive cash flows in 2025 while
maintaining strong revenue growth. The Company expects cost savings
associated with the organizational changes to be realized beginning
in November 2024 and for the full year 2025.
Third Quarter 2024 Prepared Remarks & Discussion
Management will host a teleconference and webcast to discuss its
third quarter 2024 results Today, November 12, 2024 at 4:30 p.m.
ET. The conference call can be heard live through a link on the
PublicSquare Investor Relations website investors.publicsquare.com.
During prepared remarks, management will respond to inbound,
submitted questions received ahead of the call. Questions may be
submitted starting November 5, 2024, through the Say Technologies
platform at saytechnologies.com/psq-holdings-inc-2024-q3. In
addition, you may participate in the conference call by dialing
(888) 210-4474 domestically or (646) 960-0693 internationally,
referencing conference ID # 9605882. Attendees should log in to the
webcast or dial in approximately 15 minutes prior to the call’s
start time.
About PublicSquare
PublicSquare is a commerce and payments ecosystem, valuing life,
family, and liberty. PublicSquare operates under three segments:
Marketplace, Financial Technology, and Brands. The primary mission
of the Marketplace segment is to help consumers “shop their values”
and put purpose behind their purchases. PublicSquare leverages data
and insights from the Marketplace to assess its customers’ needs
and provide wholly-owned quality financial products and brands.
PublicSquare’s Financial Technology segment comprises Credova, a
consumer financing and payments company. PublicSquare’s Brands
segment comprises EveryLife, a premium D2C life-affirming baby
products company. The PublicSquare Marketplace is free to join for
both consumers and business owners. Download the app on the App
Store or Google Play, or visit PublicSquare.com to learn more.
Cautionary Statement Regarding 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 statements about our anticipated growth, revenues,
financial projections, launch of our payments platform and its
anticipated GMV, ability to achieve positive cash flow, and our
outlook; 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) unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of our operations, including the possibility
that any of the anticipated benefits of the Credova transaction
will not be realized or will not be realized within the expected
time period, (ii) the ability of PublicSquare and Credova to
integrate the business successfully and to achieve anticipated
synergies and value creation, (iii) 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, (iv) the ability to implement business plans,
growth, marketplace and other expectations, and identify and
realize additional opportunities, (v) risks related to
PublicSquare’s limited operating history, the rollout and/or
expansion of its business and the timing of expected business
milestones, (vi) risks related to PublicSquare’s potential
inability to achieve or maintain profitability and generate
significant revenue, (vii) the ability to raise capital on
reasonable terms as necessary to develop its products in the
timeframe contemplated by PublicSquare’s business plan, (viii) the
ability to execute PublicSquare’s anticipated business plans and
strategy, (ix) 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, (x) 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, (xi)
because the payment processing and credit agreements are terminable
at will without notice, merchants that have signed agreements to
use PublicSquare's payment processing services may terminate those
services or otherwise fail to utilize the services at the expected
volume, and (xii) 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 does it intend 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
PublicSquare)
Condensed Consolidated Balance
Sheets
September 30,
2024
December 31,
2023
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$
4,709,237
$
16,446,030
Restricted cash
966,529
—
Accounts receivable, net
622,419
204,879
Loans held for investment, net of
allowance for credit losses of $558,612 as of September 30,
2024
3,567,832
—
Interest Receivable
304,599
—
Inventory
1,500,715
1,439,182
Prepaid expenses and other current
assets
4,288,699
3,084,576
Total current assets
15,960,030
21,174,667
Loans held for investment, net of
allowance for credit losses of $106,530 as of September 30, 2024,
non-current
680,400
—
Property and equipment, net
299,768
127,139
Intangible assets, net
15,948,378
3,557,029
Goodwill
10,930,978
—
Operating lease, right-of-use assets
350,782
324,238
Deposits
75,579
63,546
Total assets
$
44,245,915
$
25,246,619
Liabilities and stockholders’
equity
Current liabilities
Revolving line of credit
$
3,108,871
$
—
Accounts payable
3,664,680
1,828,508
Accrued expenses
906,745
1,641,553
Deferred revenue
571,363
225,148
Operating lease liabilities, current
portion
167,749
310,911
Total current liabilities
8,419,408
4,006,120
Convertible promissory notes, related
party (Note 12)
20,000,000
—
Convertible promissory notes
8,449,500
—
Warrant liabilities
2,632,500
10,130,000
Earn-out liabilities
150,000
660,000
Operating lease liabilities
191,502
16,457
Total liabilities
39,842,910
14,812,577
Commitments and contingencies (Note
16)
Stockholders’ equity
Preferred stock, $0.0001 par value;
50,000,000 authorized shares; no shares issued and outstanding as
of September 30, 2024 and December 31, 2023
—
—
Class A Common stock, $0.0001 par value;
500,000,000 authorized shares; 29,451,684 shares and 24,410,075
shares issued and outstanding as of September 30, 2024 and December
31, 2023, respectively
2,945
2,441
Class C Common stock, $0.0001 par value;
40,000,000 authorized shares; 3,213,678 shares issued and
outstanding as of September 30, 2024, and December 31, 2023
321
321
Additional paid in capital
103,562,504
72,644,419
Accumulated deficit
(99,162,765
)
(62,213,139
)
Total stockholders’ equity
4,403,005
10,434,042
Total liabilities and stockholders’
equity
$
44,245,915
$
25,246,619
PSQ HOLDINGS, INC. (dba
PublicSquare)
Condensed Consolidated Statements of
Operations (Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2024
2023
2024
2023
Revenues, net
$
6,540,112
$
2,030,900
$
15,991,229
$
2,938,641
Costs and expenses:
Cost of revenue (exclusive of depreciation
and amortization expense shown below)
609,270
569,502
1,738,729
1,189,440
Cost of goods sold (exclusive of
depreciation and amortization expense shown below)
1,771,109
903,672
4,601,360
903,672
Transaction costs incurred in connection
with the Business Combination
—
3,309,597
—
7,048,177
General and administrative
12,295,934
4,311,199
33,552,605
7,448,015
Sales and marketing
4,607,708
3,670,309
14,380,677
6,739,149
Research and development
973,544
1,486,069
3,147,296
3,310,943
Depreciation and amortization
975,090
759,745
2,202,561
2,004,319
Total costs and expenses
21,232,655
15,010,093
59,623,228
28,643,715
Operating loss
(14,692,543
)
(12,979,193
)
(43,631,999
)
(25,705,074
)
Other income (expense):
Other (expense) income, net
(45,683
)
119,957
110,295
173,644
Change in fair value of convertible
promissory notes
—
—
—
(14,571,109
)
Change in fair value of earn-out
liabilities
170,000
450,000
510,000
450,000
Change in fair value of warrant
liabilities
2,175,000
(7,783,000
)
7,497,500
(7,783,000
)
Interest expense, net
(756,760
)
(46,690
)
(1,434,241
)
(210,545
)
Loss before income taxes
(13,149,986
)
(20,238,926
)
(36,948,445
)
(47,646,084
)
Income tax benefit (expense)
12,437
262
(1,181
)
(1,527
)
Net loss
$
(13,137,549
)
$
(20,238,664
)
$
(36,949,626
)
$
(47,647,611
)
Net loss per common share, basic and
diluted
$
(0.41
)
$
(0.77
)
$
(1.21
)
$
(2.38
)
Weighted average shares outstanding, basic
and diluted
31,758,032
26,265,627
30,526,102
20,058,726
PSQ HOLDINGS, INC. (dba
PublicSquare)
Condensed Consolidated Statements of
Cash Flows (Unaudited)
For the nine months ended
September 30,
2024
2023
Cash Flows from Operating
Activities
Net loss
$
(36,949,626
)
$
(47,647,611
)
Adjustment to reconcile net loss to cash
used in operating activities:
Change in fair value of convertible
promissory notes
—
14,571,109
Change in fair value of warrant
liabilities
(7,497,500
)
7,783,000
Change in fair value of earn-out
liabilities
(510,000
)
(450,000
)
Share-based compensation
16,855,006
2,095,889
Realized gain on short term investment
—
(173,644
)
Amortization of step-up in loans held for
investment
501,112
—
Provision for credit losses on loans held
for investment
549,985
—
Origination of loans and leases for
resale
(17,315,173
)
—
Proceeds from sale of loans and leases for
resale
19,689,911
—
Gain on sale of loans and leases
(2,374,738
)
—
Depreciation and amortization
2,202,561
2,004,319
Interest expense
—
58,455
Non-cash operating lease expense
314,577
129,216
Changes in operating assets and
liabilities:
Accounts receivable
(722,139
)
(67,604
)
Prepaid expenses and other current
assets
65,810
(681,471
)
Inventory
(61,533
)
(1,476,085
)
Deposits
(12,033
)
(70,202
)
Accounts payable
(1,577,703
)
2,597,462
Accrued expenses
(322,928
)
2,845,964
Deferred revenue
346,215
199,304
Operating lease payments
(309,238
)
(130,429
)
Net cash used in operating
activities
(27,127,434
)
(18,412,328
)
Cash flows from Investing
Activities
Software development costs
(2,818,954
)
(1,840,066
)
Principal paydowns on loans held for
investment
8,897,046
—
Disbursements for loans held for
investment
(7,168,697
)
—
Acquisition of businesses, net of cash
acquired
141,215
—
Purchase of short-term investments
—
(10,049,870
)
Proceeds from the sale of short-term
investments
—
10,223,514
Purchase of intangible assets and
trademarks
—
(86,600
)
Purchases of property and equipment
—
(113,065
)
Net cash used in investing
activities
(949,390
)
(1,866,087
)
Cash flows from Financing
Activities
Proceeds from convertible note payable,
related party (Note 12)
20,000,000
—
Proceeds from convertible note payable
—
22,500,000
Proceeds from reverse recapitalization
—
18,104,194
Proceeds from issuance of common stock
under stock plans, net of shares withheld for employee taxes
(485,904
)
—
Proceeds from the issuance of common
stock
—
2,600,125
Repayments on revolving line of credit
(2,207,536
)
—
Repayment of subscription payable
—
(400
)
Net cash provided by financing
activities
17,306,560
43,203,919
Net (decrease) increase in cash and cash
equivalents
(10,770,264
)
22,925,504
Cash, cash equivalents and restricted
cash beginning of period
16,446,030
2,330,405
Cash, cash equivalents and restricted
cash end of the period
$
5,675,766
$
25,255,909
Cash and cash equivalents
$
4,709,237
$
25,255,909
Restricted cash
966,529
—
Total cash, cash equivalents and
restricted cash, end of the period
$
5,675,766
$
25,255,909
Supplemental Non-Cash Investing and
Financing Activity
Promissory notes, inclusive of accrued
interest, converted to equity
$
—
$
37,294,023
Initial recognition of earn-out
liability
$
—
$
2,400,000
Acquisition of warrant liability
$
—
$
8,816,500
Prepaid expenses assumed in connection
with Business Combination
$
—
$
2,570,594
Liabilities assumed in connection with
Business Combination
$
—
$
92,929
Liabilities paid through the trust
$
—
$
1,778,672
Accrued variable compensation settled with
RSU grants
$
411,878
$
—
Shares issued in connection with Credova
Merger
$
14,137,606
$
—
Note Exchange in connection with Credova
Merger
$
8,449,500
$
—
Stock for stock transfer
$
—
$
1,334,858
Adjusted EBITDA
We define adjusted EBITDA, a non-GAAP financial measure, as net
earnings (loss) before interest and other expenses, net, income tax
expense, depreciation and amortization, as adjusted to exclude
change in fair value of our financial instruments, other income
(expense), net, transaction expenses and share-based compensation
expense. We utilize adjusted EBITDA as an internal performance
measure in the management of our operations because we believe the
exclusion of these non-cash and non-recurring charges allow for a
more relevant comparison of our results of operations to other
companies in our industry. Adjusted EBITDA should not be viewed as
a substitute for net loss calculated in accordance with GAAP, and
other companies may define adjusted EBITDA differently.
The following table provides a reconciliation of net loss to
adjusted EBITDA to net loss for the periods presented:
For the three months ended
September 30,
For the nine months ended
September 30,
2024
2023
2024
2023
Net loss
$
(13,137,549
)
$
(20,238,664
)
$
(36,949,626
)
$
(47,647,611
)
Excluding:
Interest expense, net
756,760
46,690
1,434,241
210,545
Income tax (benefit) expense
(12,437
)
(262
)
1,181
1,527
Change in fair value of convertible
promissory notes
—
—
—
14,571,109
Change in fair value of earn-out
liabilities
(170,000
)
(450,000
)
(510,000
)
(450,000
)
Change in fair value of warrant
liabilities
(2,175,000
)
7,783,000
(7,497,500
)
7,783,000
Other expense (income), net
45,683
(119,957
)
(110,295
)
(173,644
)
Depreciation and amortization
975,090
759,745
2,202,561
2,004,319
Share-based compensation (exclusive of
what is shown above in transaction costs)
5,796,823
1,185,089
15,967,598
1,185,089
Transaction costs incurred in connection
with acquisitions
—
3,309,597
2,295,502
7,048,177
Corporate operating expenses
3,503,643
3,774,266
11,937,517
8,230,417
Adjusted EBITDA
$
(4,416,987
)
$
(3,950,496
)
$
(11,228,821
)
$
(7,237,072
)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241112611041/en/
Investors Contact: investment@publicsquare.com
Media Contact: pr@publicsquare.com
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