PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSq.” pronounced “Public Square”), a leading marketplace of patriotic businesses and consumers, today provided financial results for the second quarter ended June 30, 2023.
Michael Seifert, Chairman and Chief Executive Officer of PublicSq., stated, “While so many companies are celebrating what is wrong, we choose to celebrate what is right. We support small businesses and brands rooted in American exceptionalism — companies that exist to serve hardworking people who still believe in the values that built this great nation and want to see it thrive. The growth of our community and the engagement of our network, particularly since the beginning of the year, has been extraordinary, and we are just getting started. With our July listing on the NYSE, we are now a public company by the people, for the people, and owned by, ‘We the People.’”
1H 2023 Through June 30, 2023 Financial & Business Highlights
Subsequent Events
Prepared Remarks & Discussion
Management will host prepared remarks today at 9:00 am ET. The live webcast and replay can be accessed at https://publicsq.com/investors. PublicSq. 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 PublicSq.’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 PublicSq.
PublicSq. 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, PublicSq. has seen tremendous growth and proven to the nation that the parallel, "patriotic" economy can be a major force in commerce. The platform has over 65,000 businesses from a variety of different industries and over 1.4 million consumer members. Additionally, PublicSq. 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. PublicSq. 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 PublicSq.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 PublicSq. 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.
PSQ HOLDINGS, INC (dba PublicSq.) Condensed Consolidated Balance Sheets |
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June 30, 2023 |
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December 31, 2022 |
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(Unaudited) |
|
|
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Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
6,170,477 |
|
$ |
2,330,405 |
Short-term investments |
|
10,049,870 |
|
|
- |
Prepaid expenses and other current assets |
|
1,034,454 |
|
|
289,379 |
Total current assets |
|
17,254,801 |
|
|
2,619,784 |
Intangible assets, net |
|
2,439,451 |
|
|
1,267,673 |
Operating lease right-of-use asset |
|
210,847 |
|
|
293,520 |
Property and equipment, net |
|
137,353 |
|
|
26,723 |
Deposits |
|
38,165 |
|
|
7,963 |
Total assets |
$ |
20,080,617 |
|
$ |
4,215,663 |
|
|
|
|
|
|
Liabilities and stockholders'(deficit) equity |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable |
$ |
573,238 |
|
$ |
424,065 |
Accrued expenses |
|
2,176,742 |
|
|
41,494 |
Deferred revenue |
|
113,521 |
|
|
49,654 |
Current portion of operating lease liabilities |
|
185,673 |
|
|
169,275 |
Total current liabilities |
|
3,049,174 |
|
|
684,488 |
Convertible promissory notes |
|
37,071,109 |
|
|
- |
Operating lease liabilities, non-current |
|
33,293 |
|
|
129,762 |
Total liabilities |
|
40,153,576 |
|
|
814,250 |
Commitments and contingencies (Note 14) |
|
|
|
|
|
Stockholders’ (deficit) equity |
|
|
|
|
|
Common stock, $0.001 par value; 1,100,000 authorized shares; 900,475 and 771,155 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
|
900 |
|
|
771 |
Additional paid in capital |
|
16,219,040 |
|
|
12,384,206 |
Subscription receivable |
|
- |
|
|
(99,612) |
Accumulated deficit |
|
(36,292,899) |
|
|
(8,883,952) |
Total stockholders' (deficit) equity |
|
(20,072,959) |
|
|
3,401,413 |
Total liabilities and stockholders' (deficit) equity |
$ |
20,080,617 |
|
$ |
4,215,663 |
PSQ HOLDINGS, INC (dba PublicSq.) Condensed Consolidated Statements of Operations (Unaudited) |
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For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||||
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2023 |
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2022 |
|
2023 |
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2022 |
||||||||||||
Revenue |
|
$ |
529,707 |
|
|
$ |
72,941 |
|
|
$ |
907,741 |
|
|
$ |
72,941 |
|
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Costs and expenses: |
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|
|
|
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|
||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) |
432,934 |
154,746 |
795,907 |
273,393 |
||||||||||||||||
General and administrative |
|
|
3,837,946 |
|
|
|
857,579 |
|
|
|
7,987,317 |
|
|
|
1,327,784 |
|
||||
Sales and marketing |
|
|
2,460,305 |
|
|
|
406,487 |
|
|
|
3,068,840 |
|
|
|
525,046 |
|
||||
Research and development |
|
|
288,483 |
|
|
|
102,278 |
|
|
|
536,984 |
|
|
|
314,691 |
|
||||
Depreciation and amortization |
|
|
699,237 |
|
|
|
166,083 |
|
|
|
1,244,574 |
|
|
|
273,916 |
|
||||
Total costs and expenses |
7,718,905 |
1,687,173 |
|
13,633,622 |
2,714,830 |
|
||||||||||||||
Operating loss |
(7,189,198 |
) |
(1,614,232 |
) |
|
(12,725,881 |
) |
(2,641,889 |
) |
|||||||||||
Other income: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other income, net |
|
|
48,549 |
|
|
|
|
|
|
|
53,687 |
|
|
|
7,846 |
|
||||
Changes in fair value of convertible promissory notes |
(13,423,204 |
) |
- |
(14,571,109 |
) |
- |
||||||||||||||
Interest expense |
(155,854 |
) |
- |
(163,855 |
) |
- |
||||||||||||||
Loss before income tax expense |
|
|
(20,719,707 |
) |
|
|
(1,614,232 |
) |
|
|
(27,407,158 |
) |
|
|
(2,634,043 |
) |
||||
Income tax expense |
|
|
(1,600 |
) |
|
|
(713 |
) |
|
|
(1,789 |
) |
|
|
(713 |
) |
||||
Net loss |
|
|
(20,721,307 |
) |
|
|
(1,614,945 |
) |
|
|
(27,408,947 |
) |
|
|
(2,634,756 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss per common share, basic and diluted |
|
$ |
(23.01 |
) |
|
$ |
(3.04 |
) |
|
$ |
(31.52 |
) |
|
$ |
(5.10 |
) |
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Weighted-average shares outstanding, basic and diluted |
|
|
900,475 |
|
|
|
532,087 |
|
|
|
869,488 |
|
|
|
516,321 |
|
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PSQ HOLDINGS, INC (dba PublicSq.) Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) |
||||||||||||||||||||
Common Stock |
|
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|
|||||||||||||||||
Shares |
|
Amount |
|
Additional Paid- In Capital |
|
|
Subscription Receivable |
|
Accumulated Deficit |
|
Total Stockholders' (Deficit) Equity |
|||||||||
Balance at December 31, 2022 |
|
771,155 |
$ |
771 |
$ |
12,384,206 |
$ |
(99,612 |
) |
|
$ |
(8,883,952 |
) |
$ |
3,401,413 |
|
||||
Issuance of common stock for cash |
74,320 |
74 |
2,500,039 |
|
— |
|
|
— |
|
2,500,113 |
|
|||||||||
Receipt of subscription receivable |
|
— |
|
|
— |
|
|
— |
|
|
100,012 |
|
|
|
— |
|
|
|
100,012 |
|
Issuance of common stock for asset acquisition |
|
55,000 |
|
|
55 |
|
|
1,334,795 |
|
|
— |
|
|
|
— |
|
|
|
1,334,850 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(6,687,640 |
) |
|
|
(6,687,640 |
) |
Balance at March 31, 2023 |
|
900,475 |
$ |
900 |
$ |
16,219,040 |
$ |
400 |
|
|
$ |
(15,571,592 |
) |
$ |
648,748 |
|
||||
Repayment of subscription payable |
|
— |
|
|
— |
|
|
— |
|
|
(400 |
) |
|
|
— |
|
|
|
(400 |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(20,721,307 |
) |
|
|
(20,721,307 |
) |
Balance at June 30, 2023 |
|
900,475 |
|
$ |
900 |
|
$ |
16,219,040 |
|
$ |
— |
|
|
$ |
(36,292,899 |
) |
|
$ |
(20,072,959 |
) |
Common Stock |
|
|
|
||||||||||||||||||
Shares |
|
Amount |
|
Additional Paid- In Capital |
|
|
Subscription Receivable |
|
Accumulated Deficit |
|
Total Stockholders' Equity |
||||||||||
Balance at December 31, 2021 |
|
485,731 |
$ |
486 |
$ |
2,799,994 |
$ |
(34,600 |
) |
|
$ |
(1,905,376 |
) |
$ |
860,504 |
|
|||||
Issuance of common stock for cash |
|
25,845 |
|
|
26 |
|
|
810,219 |
|
|
— |
|
|
|
— |
|
|
|
|
810,245 |
|
Receipt of subscription receivable |
|
— |
|
|
— |
|
|
— |
|
|
35,000 |
|
|
|
— |
|
|
|
|
35,000 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1,019,811 |
) |
|
|
|
(1,019,811 |
) |
Balance at March 31, 2022 |
|
511,576 |
|
$ |
512 |
|
$ |
3,610,213 |
|
$ |
400 |
|
|
$ |
(2,925,187 |
) |
|
$ |
685,938 |
|
|
Issuance of common stock for cash |
|
40,285 |
|
|
40 |
|
|
1,455,060 |
|
|
— |
|
|
|
— |
|
|
|
|
1,455,100 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1,614,945 |
) |
|
|
|
(1,614,945 |
) |
Balance at June 30, 2022 |
|
551,861 |
|
$ |
552 |
|
$ |
5,065,273 |
|
$ |
400 |
|
|
$ |
(4,540,132 |
) |
|
$ |
526,093 |
|
PSQ HOLDINGS, INC (dba PublicSq.) Condensed Consolidated Statements of Cash Flows (Unaudited) |
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|
For the six months ended June 30, |
||||
|
2023 |
|
2022 |
||
Cash Flows from Operating Activities |
|
|
|
|
|
Net loss |
$ |
(27,408,947) |
|
$ |
(2,634,756) |
Adjustment to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
Change in fair value of convertible promissory notes |
|
14,571,109 |
|
|
- |
Depreciation and amortization |
|
1,244,574 |
|
|
273,916 |
Non-cash operating lease expense |
|
82,673 |
|
|
- |
Changes in operating assets and liabilities: |
|||||
Prepaid expenses and other current assets |
|
(745,075) |
|
|
(90,614) |
Deposits |
|
(30,202) |
|
|
(5,463) |
Accounts payable |
149,173 |
434,142 |
|||
Accrued expenses |
|
2,135,248 |
|
|
61,240 |
Deferred revenue |
|
63,867 |
|
|
4,590 |
Operating lease payments |
(80,071) |
- |
|||
Net cash used in operating activities |
|
(10,017,651) |
|
|
(1,956,945) |
|
|
|
|
|
|
Cash flows from Investing Activities |
|
|
|
|
|
Purchase of short-term investments |
|
(10,049,870) |
|
|
- |
Software development costs |
|
(992,467) |
|
|
(688,605) |
Purchase of intangible assets |
|
(86,601) |
|
|
- |
Purchase of property and equipment |
|
(113,064) |
|
|
(21,465) |
Net cash used in investing activities |
|
(11,242,002) |
|
|
(710,070) |
|
|
|
|
||
Cash flows from Financing Activities |
|||||
Proceeds from the issuance of common stock |
|
2,600,125 |
|
|
2,300,345 |
Repayment of subscription payable |
|
(400) |
|
|
- |
Proceeds from issuance of convertible promissory notes |
|
22,500,000 |
|
|
- |
Net cash provided by financing activities |
25,099,725 |
2,300,345 |
|||
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
3,840,072 |
|
|
(366,670) |
Cash and cash equivalents, beginning of period |
2,330,405 |
399,403 |
|||
Cash and cash equivalents, end of the period |
$ |
6,170,477 |
|
$ |
32,733 |
Supplemental Non-Cash Investing and Financing Activity |
|
|
|
|
|
Brand intangible purchase for stock |
$ |
1,334,850 |
|
$ |
- |
Subscription receivable (payable) |
$ |
- |
|
$ |
(400) |
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