PSQ Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
PSQH$1.95+18.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001628280-24-047209
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023815
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 186 previous paragraphs and 154 current paragraphs.
66 unchanged; 40 reworded; 48 added; 77 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (48)
Current report
Board of Director Updates
Current report
On February 19, 2025, Board member Kelly Loeffler was confirmed as the Administrator of the Small Business Administration ("SBA") by the United States Senate. Per the Company's Corporate Governance Principles, upon her confirmation, Ms. Loeffler submitted her resignation as a member of the Board, effective on February 19, 2025.
Current report
On March 10, 2025, the Board appointed Willie Langston to the Audit Committee. Mr. Langston is an audit committee financial expert as defined in Item 407 of Regulation S-K and is financially literate and has accounting or related financial management expertise as such terms are used in Rule 303A.07 of the NYSE rules.
Current report
On April 25, 2025, the Board unanimously approved the following committee appointments:
Current report
•Willie Langston was appointed to the Compensation Committee
Current report
•Blake Masters was appointed to the Nominating Committee
Current report
•Nick Ayers was appointed as Chairman of the Nominating Committee
Current report
During the three months ended March 31, 2025 and 2024, our net loss was $4.4 million and $12.6 million, respectively. During the three months ended March 31, 2025, our net loss decreased $8.1 million as compared to the three months ended March 31, 2024, due to a $3.3 million increase in revenues, a $0.8 million reduction in operating expenses, a year over year gain of $5.2 million relating to the change in fair value of the warrant liabilities , and a year over year gain of $0.3 million relating to the change in fair value of the earnout liabilities quarter over quarter. This is offset by a $0.7 million increase in interest expense related to the revolving credit facility and convertible promissory notes issued. Since inception, we have financed our operations primarily through financing activities.
Current report
PSQ Payments generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Current report
Marketplace revenues are derived from a mix of advertising and e-commerce revenues.
Current report
Advertising revenues are generated from digital advertising fees from both local and national advertisers and also through our newly launched Cost per Mille ("CPM") advertising product which allows businesses to deliver more effective ads to consumers.
Current report
E-commerce revenue is derived from a mix of (i) referral fees in the form of commissions, based on the dollar amounts of transactions between the businesses we connect on the PSQ Platform and (ii) transaction-based fees from providing multi-merchant shopping cart and checkout capabilities on the PSQ Platform.
Current report
Other Income, net
Current report
Income Tax (Expense) Benefit
Current report
•Segment Revenue (see Note 13 for more details);
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•Segment non-GAAP operating loss (see discussion below in "Non-GAAP Financial Measures");
Current report
•Segment non-GAAP gross profit (see discussion below in "Non-GAAP Financial Measures"); and
Current report
GMV - Credit declined year-over-year, primarily due to a broader slowdown in the firearm retail industry and our continued emphasis on disciplined underwriting. Industry-wide sales softness impacted many of our merchant partners, with some reporting sales down over 20% year-over-year, aligning with broader market trends. According to the National Shooting Sports Foundation (“NSSF”), U.S. firearm sales declined for the fourth consecutive year in 2024, with approximately 15.2 million adjusted background checks—a 3.5% decrease from 2023—and a 9% year-over-year drop in February 2025 alone, marking one of the weakest February performances in over a decade. In addition to market pressures, our recent credit policy enhancements—including the broader implementation of machine learning—tightened approval rates as part of a long-term strategy to improve portfolio performance. These factors, along with changes to our origination channels and a shift in sales focus, contributed to the overall reduction in GMV - Credit during the period.
Current report
For the three months ended March 31, 2025 and 2024, GMV - PSQ Payments was $36.0 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. PSQ Payments was launched in October 2024.
Current report
As PSQ Payments is currently an emerging business and still in the process of onboarding new customers, only a concentrated number of merchants were actively processing through our solution during the period. Therefore, management believes 2025 GMV - Payments breakdown by merchant would not be beneficial to provide.
Current report
Cost of revenue (exclusive of depreciation and amortization) increased by $0.1 million, or 23%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase of $0.6 million in FinTech transaction fees, offset by a $0.3 million reduction in employee compensation and $0.2 million reduction in other transaction costs.
Current report
General and administrative expense increased by $0.3 million, or 3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase of $1.5 million in employee and variable compensation, primarily due to the addition of the Credova team. The increase was offset by a decrease in share-based compensation of $0.9 million and a decrease of $0.3 million in other administrative costs.
Current report
Sales and marketing expense decreased by $2.2 million, or 48%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was due to a $1.5 million decrease in share-based compensation expense, a $0.6 million decrease in brand awareness and advertising campaigns, partially offset by a $0.1 million increase in employee and contractor compensation.
Current report
Research and development expense increased by $0.3 million, or 26%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to contractor expenses for development of operating software in the FinTech segment.
Current report
Other Income, net
Current report
Changes in the fair value of warrant liabilities increased by $5.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to a decrease in the fair value of the warrant liabilities at the end of the reporting period.
Current report
Income Tax (Expense) Benefit
Current report
During the quarter, management made a strategic decision to invest in its FinTech segment and began taking assignment and holding closed-end consumer leases. This will result in increased revenues in the medium term while negatively impacting cash flow from operations in the short term.
Current report
Net cash used in investing activities for the three months ended March 31, 2025 was $1.8 million compared to $0.4 million used in investing activities for the three months ended March 31, 2024. Net cash used in investing activities for the three months ended March 31, 2025 primarily related to $1.1 million of additions to lease merchandise, $0.7 million of software development costs and $45,000 of net decrease in loans held for investment. Net cash used in investing activities for the three months ended March 31, 2024 primarily related to $0.8 million of software development costs partially offset by an increase of $0.3 million of net loans held for investment.
Current report
Net Cash Used in Financing Activities
Current report
Net cash used in financing activities for the three months ended March 31, 2025 was $0.1 million compared to $0.2 million used in financing activities for the three months ended March 31, 2024. The decrease was due to an increase of $2.3 million in proceeds from revolving line of credit partially offset by an increase of $2.1 million of repayments on the line of credit.
Current report
For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:
Current report
Off-Balance Sheet Arrangements.
Current report
None.
Current report
[1]Financial Technology Revenues
Current report
PSQ Payments generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Current report
[2]Marketplace Revenues
Current report
[3]Brand Revenues
Current report
Lease Merchandise, net
Current report
The Company leases goods, consisting primarily of sporting goods, to its customers under certain terms agreed to by the customer and recognizes revenue straight-line over the lease term in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). The customer has the right to acquire ownership either through a purchase option or through payment of all required lease payments. Leases typically range between 12 and 24 months. All the Company's customer agreements are considered operating leases. The consumer goods under operating leases are initially recorded at cost and depreciated on a straight-line basis over the term of the related leases to the consumer goods estimated residual value. All lease assets are purchased concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Upon transfer of ownership of merchandise to customers, resulting from satisfaction of their lease obligations, the related cost an accumulated depreciation are eliminated from lease merchandise. Amounts shown in the condensed consolidated balance sheets are net of accumulated depreciation and allowances for lease losses.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Removed paragraphs (77)
Previous report
We incorporated PSQ Holdings, Inc. in February of 2021, began development of our digital platform (mobile app and website) in May 2021 and launched our initial product regionally in San Diego County, California in October 2021 on iOS, Android and on our website. After 10 months of testing in various markets and courting member feedback, we launched the PSQ platform (the “Platform”) nationwide on July 4, 2022.
Previous report
On February 23, 2023, we completed a stock-for-stock transaction to purchase 100% of the outstanding shares of EveryLife, Inc. (“EveryLife”), a Delaware corporation, in exchange for 1,071,229 shares of common stock, par value $0.001 per share, of Private PSQ (“Private PSQ Common Stock”).
Previous report
On July 19, 2023, in accordance with the plan of arrangement to reorganize PSQ Holdings. Inc, the Company finalized a business combination (the “Business Combination”) with Colombier Acquisition Corp. (“Colombier”). On closing, the common shares of PSQ Holdings Inc. were listed on the New York Stock Exchange and commenced trading under the symbol “NYSE:PSQH”.
Previous report
On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub” and, together with PSQ, the “Buyer Parties”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement (“Credova Merger”).
Previous report
Private Placement
Previous report
On March 13, 2024, we entered into a note purchase agreement for a 9.75% private placement convertible note for $10.0 million invested by a board member and his affiliates. Terms for the note were priced based on notes exchanged as part of the Credova transaction. Our stockholders have approved the issuance of the underlying shares as part of our annual stockholder meeting in April 2024 and the funds were received May 3, 2024.
Previous report
In August 2024, the Company entered into an agreement for a $10.0 million convertible note in a private placement with a board member and affiliates. Funds were received August 29, 2024. The note has identical terms to the notes offered in March 2024.
Previous report
Credova Acquisition
Previous report
On March 13, 2024, the Company acquired Credova.
Previous report
Credova assists consumers, lenders, and retailers in offering point-of-sale financing products. Credova has developed and maintains an internet-based proprietary retail finance platform and related application programming interfaces (“APIs”) through which Credova, certain Federal Deposit Insurance Corporation (“FDIC”) and National Credit Union Administration (“NCUA”) insured financial institutions, and other financial institutions authorized by Credova (each a “Financing Partner”), and merchants can dynamically offer certain financing products (collectively, the “Services”).
Previous report
As consideration for the Credova Merger, Credova stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow Shares”) was placed in an escrow account for indemnity claims made under the Credova Merger Agreement. Assuming they are not subject to indemnity claims, the Escrow Shares remaining in escrow upon the 12-month anniversary of the Closing will be released and distributed pro rata to the former stockholders of Credova.
Previous report
The acquisition of Credova was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations("ASC 805"). As the acquirer for accounting purposes, the Company had estimated assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase price over the fair value of net assets acquired recognized as goodwill.
Previous report
Promissory Note Exchange
Previous report
Prior to the Credova acquisition, Credova, PSQ and certain holders of outstanding subordinated notes (“Subdebt Notes”) issued by Credova (the “Participating Noteholders”) entered into a Note Exchange Agreement (the “Note Exchange Agreement”) pursuant to which, immediately prior to closing the Credova acquisition, the Participating Noteholders delivered their Subdebt Notes of Credova for cancellation, in exchange for newly-issued replacement notes issued by PSQ, convertible into shares of Class A Common Stock (the “Replacement Notes”). The Replacement Notes have 9.75% simple interest per annum and ten-year maturity dates.
Previous report
Pursuant to the terms of the Replacement Notes, at any time after the Closing, Participating Noteholders may elect to convert their Replacement Notes into a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding principal amount of the Replacement Note to be converted plus accrued and unpaid interest by (y) 4.63641, subject to adjustment for stock splits and other similar transactions (the “Conversion Price”). At any time, the Company may call the Replacement Notes for a cash amount equal to accrued interest plus (i) between the Closing and the first anniversary of the Closing, 120% of the then outstanding principal amount, (ii) between the first anniversary and the second anniversary of the Closing, 105% of the then outstanding principal amount and (iii) after the second anniversary of the Closing, the then outstanding principal amount of the Replacement Note. Further, the Replacement Notes permit the Company, in its discretion, to require conversion of the Replacement Notes into shares of Class A Common Stock if the daily volume-weighted average trading price of the Company Class A Common Stock exceeds 140% of the Conversion Price on each of at least ten consecutive trading days during the twenty trading day period prior to notice of such required conversion.
Previous report
•Segment Revenue (see discussion below in “Results of Operations”);
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•Adjusted EBITDA (see “Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA); and
Previous report
Adjusted EBITDA
Previous report
We define adjusted EBITDA, a non-GAAP financial measure, as earnings (loss) before interest expense, income tax expense (benefit), 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. See “Non-GAAP Financial Measures” for a reconciliation of GAAP net loss to adjusted EBITDA.
Previous report
For the three months ended September 30, 2024, our GMV growth aligned with broader industry patterns historically seen in federal election cycles. According to the National Shooting Sports Foundation (NSSF), there were no month-over-month increases in background checks from December 2023 until July 2024, highlighting a market trend correlated with election-year activity that positively impacted GMV.
Previous report
During the three months ended September 30, 2024 and 2023, our net loss was $13.1 million and $20.2 million, respectively, and during the nine months ended September 30, 2024 and 2023, our net loss was $36.9 million and $47.6 million, respectively. During the three months ended September 30, 2024, our net loss decreased $7.1 million as compared to the three months ended September 30, 2023, due to a gain of $2.2 million relating to the change in fair value of the warrant liabilities. This is offset by a $1.7 million increase in our operating loss due to the expansion of the business. During the nine months ended September 30, 2024, our net loss decreased $10.7 million as compared to the nine months ended September 30, 2023, due to the fact that in 2023 there was a $14.6 million loss for the change in fair value of the convertible promissory notes and in 2024 there was a gain of $7.5 million relating to the change in fair value of the warrant liabilities. This is offset by a $17.9 million increase in our operating loss due to the expansion of the business. Following the completion of the Strategic Plan to streamline the organization in October 2024, reducing staff by over 35% and focusing on the people critical to the Company’s B2B focused sales and marketing positioning going forward, our expenses will decline and operations will become more concentrated. We have not been profitable since inception. As of September 30, 2024, our accumulated deficit was $99.2 million. Since inception, we have financed our operations primarily through financing activities.
Previous report
Our advertising revenues are derived from short-term, typically multi-month, fixed price contracts for advertising subscription arrangements. Revenues from subscription contracts are recognized using the “over-time” method of revenue recognition. Accordingly, we recognize revenues over-time as the advertisements are displayed over the subscription period and the service is being consumed by the business member simultaneously over the period of service. Over-time revenue recognition is based on an input measure of progress. Each advertisement has a contractual revenue value and an estimated cost. The over-time revenue is recognized over the contract term as the Company performs on its performance obligation.
Previous report
In the future, in addition to greater levels of advertising revenue expected as a result of the growth of our marketplace, we also expect to realize increased amounts of business-to-business (“B2B”) revenue and e-commerce transactional revenue as we expand our business operations into those areas.
Previous report
PSQLink generates recurring software as a service (“SaaS”) revenues through B2B sales by providing its customers with a digital marketing and CRM tool.
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Other (Expense) Income, Net
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Change in fair value of convertible promissory notes
Previous report
Changes in the fair value of the convertible promissory notes are recorded in the condensed consolidated statement of operations. The convertible promissory notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the convertible promissory notes liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible promissory notes’ issuance date with a charge to expense. The convertible promissory notes were converted to equity at the close of the Business Combination.
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Income Tax Expense
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NM* - Percentage change not meaningful.
Previous report
Revenues, net increased by $13.1 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was driven by an increase in product sales and e-commerce of $6.5 million and the Credova Merger accounted for an additional $6.6 million revenue for the nine months ended September 30, 2024.
Previous report
Cost of revenue (exclusive of depreciation and amortization) increased by $0.04 million, or 7%, and $0.5 million, or 46%, respectively, for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023. The increase was mainly due to an increase in personnel expenses.
Previous report
General and administrative expense increased by $8.0 million, or 185%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was due to a $1.6 million increase in staffing-related costs, $3.4 million in share-based compensation expense, and $3.0 million increase in other administrative expenses, which include accounting, legal, and other administrative services.
Previous report
General and administrative expense increased by $26.1 million, or 350%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to a $7.7 million increase in staffing-related costs, $10.3 million of share-based compensation expense, $3.3 million of professional services and $4.6 million increase in other administrative expenses, which include insurance, rent, utilities, and other administrative services.
Previous report
Sales and marketing expense increased by $0.9 million, or 26%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was due to $1 million of share-based compensation expense and $0.9 million increase in other marketing and public relation activities offset by a reduction in contractors and commissions of $1 million.
Previous report
Sales and marketing expense increased by $7.6 million, or 113%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was due to $4.5 million of share-based compensation expense and a $3.1 million increase in other marketing and public relation activities.
Previous report
Research and development expense decreased by $0.5 million, or 34%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was due to increased capitalization of expenditures related to the development of operating software.
Previous report
Research and development expense decreased by $0.2 million, or 5%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was due to increased capitalization of expenditures related to the development of operating software.
Previous report
Depreciation and amortization expense increased by $0.2 million, or 10%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily related to the amortization of version 2.0 of the Platform along with amortization of the loan receivable.
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Other (Expense) Income, net
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Change in Fair Value of Convertible Promissory Notes
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Reworded paragraphs (40)
Previous wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “PSQ,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of PSQ Holdings, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Private PSQ (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.
Current wording
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “PublicSquare,” “we”, “us”, “our”, and the “Company.”
Previous wording
PSQ Holdings, Inc. (collectively “PublicSquare”, “PSQ”, “PSQH” or the “Company”) is a commerce and payments ecosystem, valuing life, family, and liberty. PublicSquare operates under three segments: Marketplace, Financial Technology, and Brands (“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 direct-to-consumer (“D2C”) life-affirming baby products company and PSQLink, LLC ("PSQLink"), a digital marketing and customer relationship management ("CRM") platform.
Current wording
PublicSquare is a technology-enabled Marketplace & Payments ecosystem that serves an audience of consumers and merchants who value life, family, and liberty. PublicSquare operates under three segments: Financial Technology, Marketplace, and Brands. The primary mission of the Marketplace segment is to help consumers put purpose behind their purchases by shopping with thousands of small businesses that prioritize quality and classic American values. PublicSquare leverages data and insights from the Marketplace to assess its customers’ and merchants' needs and provide a suite of wholly-owned Financial Technology services and a wholly-owned Direct to Consumer ("D2C") brand. The Financial Technology segment comprises Credova, a "Buy Now Pay Later" ("BNPL") company focused on the outdoors & shooting sports industry, and PSQ Payments, a "cancel-proof" payments processing company. The Brands segment includes EveryLife, a premium D2C life-affirming baby products company.
Previous wording
We generate revenues from our three segments: Marketplace, Brands and Financial Technology; a summary of each is described below.
Current wording
We generate revenues from our three segments: Financial Technology, Marketplace, and Brands; a summary of each is described below.
Previous wording
The Company principally generates revenue from 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. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Current wording
The Company principally generates BNPL revenue from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from rent payments on leased merchandise, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Previous wording
Our brand revenues have been derived primarily from our sale of products and services.
Current wording
Our brand revenues have been derived primarily from our sale of products.
Previous wording
In July 2023, the Company launched the EveryLife business and began to generate revenue through the sale of diapers and wipes to consumers by way of the EveryLife’s website. In November 2023, EveryLife’s products became available for purchase on the Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement.
Current wording
The Company generates revenue through the sale of diapers, wipes, soaps, lotions, and other baby products to consumers by way of the Company’s Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement.
Previous wording
For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our condensed consolidated financial statements.
Current wording
For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our unaudited condensed consolidated financial statements.
Previous wording
Cost of revenue (exclusive of depreciation and amortization) consists of the direct costs incurred in building and running the Platform, as well as underwriting and transaction costs related to our Financial Technology segment.
Current wording
Cost of revenue (exclusive of depreciation and amortization) consists of underwriting and transaction costs related to the sale of loans and leases, transaction costs incurred in the facilitation of loan and lease origination, and payment processing activities including interchange fees, assessment fees, processing costs and bank settlement charges paid to third-party payment processors and financial institutions in the ordinary course of operations. Additionally, the direct costs incurred in building and running the Marketplace Platform are included in cost of revenue.
Previous wording
Operating expenses primarily include general and administrative, sales and marketing, research and development, and depreciation and amortization. The most significant component of our operating expenses is personnel-related costs such as salaries, benefits, share-based and variable compensation. We expect our personnel-related costs as a percentage of total costs to decrease over time.
Current wording
Operating expenses primarily include general and administrative, sales and marketing, research and development, and depreciation and amortization. The most significant component of our operating expenses is personnel-related costs such as salaries, benefits, share-based and variable compensation.
Previous wording
As we focus on cost-saving measures including resource reduction and reallocation, we anticipate that each of the following categories of operating expenses will decrease in absolute dollar amounts and decline as a percentage of revenue for the foreseeable future.
Current wording
As we are a high-growth company with a focus on cost-saving measures including resource reduction and reallocation, we anticipate that each of the following categories of operating expenses will increase in absolute dollar amounts but decline as a percentage of revenue for the foreseeable future.
Previous wording
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures, we expect that general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Current wording
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures, we expect that general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Previous wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of PSQ’s platforms/solutions and certain costs related to the acquisition of both consumer and business members on the Platform. As a result, we expect that sales and marketing expenses will decrease in absolute dollars in future periods as we scale back paid marketing efforts and focus on monetizing current customer base, and decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Current wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of PublicSquare’s platforms/solutions. As a result of cost-cutting efforts, we expect that sales and marketing expenses will remain steady in absolute dollars in future periods as we scale back paid marketing efforts and focus on monetizing current customer base, and decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Previous wording
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and enhance the Platform and build the PublicSquare Payments ecosystem.
Current wording
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and enhance the Platform and build the PSQ Payments ecosystem. As this is a large focus of the Company, we expect that research and development expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Previous wording
Other (expense) income, net primarily relates to interest income earned on the money market account and the write-off of an other receivable for the three and nine months ended September 30, 2024.
Current wording
Other income, net primarily relates to interest income earned on the money market accounts for the three months ended March 31, 2025.
Previous wording
In addition to revenue, net loss, adjusted EBITDA, and other results under U.S. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information as if the Credova Merger closed on January 1, 2023:
Current wording
In addition to revenue, net loss, and other results under U.S. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information for 2024 as if the Credova Merger closed on January 1, 2024:
Previous wording
For the three and nine months ended September 30, 2024, GMV was $15.5 million and $45.7 million, respectively, which represented an approximate change of 10% and 14%, respectively, as compared to the same period in 2023. Overall, the increase for the nine months ended September 30, 2024 in GMV was primarily driven by and expanding active merchant base and growth in active consumers, complemented by heightened sales related to election year demand in the firearm segment. Additionally, the increase reflects stronger consumer adoption of our bank-originated financial product.
Current wording
For the three months ended March 31, 2025, GMV was $11.4 million, which represented an approximate change of (33)%, as compared to the same period in 2024.
Previous wording
For the three and nine months ended September 30, 2024, our top five merchants and platform partners represented approximately 43% and 42% of total GMV, respectively, as compared to 46% for the three months ended September 30, 2023 and 52% for the nine months ended September 30, 2023. GMV attributable to our largest merchant during both the three months and nine months ended September 30, 2024 represented 16 % and 16%, respectively, of total GMV, compared to 20% and 18% for the same period in 2023. The shift in volume from our top five merchants demonstrates healthy diversification in our merchant portfolio and highlights our success in broadening our revenue base.
Current wording
For the three months ended March 31, 2025, our top five merchants and platform partners represented approximately 58% of total GMV - Credit, as compared to 40% for the three months ended March 31, 2024. GMV - Credit attributable to our largest merchant during the three months ended March 31, 2025 represented 23% of total GMV - Credit, compared to 15% for the same period in 2024. The shift in volume from our top five merchants is primarily due to the overall reductions in sales across the industry.
Previous wording
The results of operations presented below should be reviewed in conjunction with the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 which can be found elsewhere in this document.
Current wording
The results of operations presented below should be reviewed in conjunction with the unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 which can be found elsewhere in this document.
Previous wording
The following table sets forth our condensed consolidated statement of operations for the three and nine months ended September 30, 2024 and 2023, and the dollar and percentage change between the two periods:
Current wording
The following table sets forth our condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024, and the dollar and percentage change between the two periods:
Previous wording
Revenues, net increased by $4.5 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was driven by an increase in Brands sales of $1.5 million, a decrease in Marketplace sales by $0.2 million, and the Credova Merger accounted for an additional $3.2 million in revenue for the three months ended September 30, 2024.
Current wording
Revenues, net increased by $3.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was driven by an increase in FinTech sales of $2.7 million, an increase in Brands sales of $1.1 million and partially offset by a decrease in Marketplace sales by $0.5 million.
Previous wording
Cost of goods sold (exclusive of depreciation and amortization) increased by $0.9 million, or 96% and $3.7 million, or 409%, respectively, for the three months and nine months ended September 30, 2024 compared to the three months and nine months ended September 30, 2023. The increase was mainly due to the sale of products.
Current wording
Cost of goods sold (exclusive of depreciation and amortization) increased by $0.7 million, or 49% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase in the sale of products.
Previous wording
Depreciation and amortization expense increased $0.2 million, or 28%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily related to the amortization of version 2.0 of the Platform along with amortization of the loan receivable.
Current wording
Depreciation and amortization expense increased $0.9 million, or 308%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily related to the amortization of capitalized software development costs.
Previous wording
Other (expense) income, net changed by $0.2 million and $0.1 million, respectively, for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, is primarily due to interest income earned on the money market accounts partially offset by a write-off of an other receivable.
Current wording
Other income, net increased by $0.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to interest income earned on the money market accounts.
Previous wording
Changes in the fair value of earn-out liabilities for the three and nine months ended September 30, 2024 was a gain of $0.2 million and $0.5 million, respectively, compared to a gain of $0.5 million for the three and nine months ended September 30, 2023. The gain was due to a decrease in the fair value of the earn-out liabilities at each reporting period.
Current wording
Changes in the fair value of earn-out liabilities increased by $0.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to a decrease in the fair value of the earn-out liabilities at the end of the reporting period.
Previous wording
Interest expense, net increased by $0.7 million and $1.2 million, respectively, for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023. The increase was due to the interest payable in relation to the convertible promissory notes recorded as of the reporting date, along with interest paid on the Revolving Line of Credit.
Current wording
Interest expense, net increased by $0.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to the interest payable in relation to the convertible promissory notes recorded as of the reporting date, along with interest paid on the revolving line of credit.
Previous wording
Income tax expense increased by an insignificant amount for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023.
Current wording
Income tax expense increased by an insignificant amount for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to state income tax.
Previous wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $36.9 million and $47.6 million for the nine months ended September 30, 2024 and 2023, respectively, and had negative cash flows from operations of $27.1 million and $18.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company had aggregate unrestricted cash and cash equivalents, of $4.7 million and $16.4 million and net working capital of $7.5 million and $17.2 million, respectively.
Current wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $4.4 million and $12.6 million for the three months ended March 31, 2025 and 2024, respectively, and had negative cash flows from operations of $6.4 million and $6.5 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the Company had aggregate unrestricted cash and cash equivalents, of $28.0 million and $36.3 million and net working capital of $30.2 million and $38.2 million, respectively.
Previous wording
We believe that, as a result of these initiatives, along with our existing cash and cash equivalents and the cash flow from the Brands and Financial Technology segments, the Company will be able to fund operations and capital needs for the next year from the date these condensed consolidated financial statements were available to be issued.
Current wording
We believe through our existing cash and cash equivalents, the Company will be able to fund operations and capital needs for the next year from the date these condensed consolidated financial statements were available to be issued.
Previous wording
Our future capital requirements will depend on many factors including our revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, we may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to the Company or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.
Current wording
Our future capital requirements will depend on many factors including our revenue growth rate and the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, we may need to raise additional financing. While there can be no assurances, the Company may need to pursue additional equity raises and debt rounds of financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to the Company or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.
Previous wording
Comparison of the Nine Months Ended September 30, 2024 and 2023
Current wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Previous wording
The following table shows our cash flows provided by (used in) operating activities, investing activities and financing activities for the stated periods:
Current wording
The following table shows our cash flows used in operating activities, investing activities and financing activities for the stated periods:
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2024 was $27.1 million compared to $18.4 million used in operating activities during the nine months ended September 30, 2023. The increase in cash used in operating activities was due to an overall increase in operating expenses, resulting in an increased operating loss of $17.9 million. This was partially offset by an increase in non-cash expenses for share based compensation and change in fair value warrant liabilities of $14.8 million and $15.3 million, respectively. Also offsetting this was a decrease in cash provided by operating assets and liabilities of $5.8 million.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 was $6.4 million compared to $6.5 million used in operating activities for the three months ended March 31, 2024. The decrease in cash used in operating activities was due primarily to a decrease of $8.1 million in net loss, offset by an increase in fair value of warrant liabilities of $5.2 million, an increase in fair value of earn-out liabilities of $0.3 million, an increase in the net cash used by operating assets and liabilities of $1.9 million and a decrease of $0.6 million in non-cash related expenses.
Previous wording
The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, Adjusted EBITDA should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Current wording
The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Previous wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the three-month and nine-month period ended September 30, 2024 included elsewhere in this report. Our critical accounting policies are described below.
Current wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the three-month period ended March 31, 2025 included elsewhere in this report. Our critical accounting policies are described below.
Previous wording
The Company principally generates financing revenue from four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, and revenue from retailer discounts and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loan and lease contracts is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the leases to a third party. Revenue from loans and leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Current wording
The Company principally generates financial technology revenues from five 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. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Previous wording
The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commission revenue earned from these arrangements is recognized on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission and processing fees are recognized net of estimated refunds when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. The Company currently records processing fees from its merchant service providers as a component of Cost of sales - services on the condensed consolidated statement of operations.
Current wording
The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commissions revenue earned from these arrangements are recognized on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission and processing fees are recognized when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. The Company currently records processing fees from its merchant service providers as a component of Cost of sales - services on the consolidated statement of operations.
Previous wording
In June 2024, the Company launched its cost per mille (“CPM”) advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received based on advertising on websites or mobile device applications or as the advertiser’s previously agreed-upon performance criteria are satisfied.
Current wording
In June 2024, the Company launched its CPM advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received based on advertising on websites or mobile device applications or as the advertiser’s previously agreed-upon performance criteria are satisfied.
Previous wording
The Company generates revenue through the sale of diapers and wipes to consumers by way of the Company’s Platform and EveryLife’s website. Additionally, EveryLife provides discounted products to non-profit organizations through bulk sales. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer its product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.
Current wording
The Company generates revenue through the sale of diapers, wipes and other baby products to consumers by way of the Company’s website. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.
Previous wording
The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. These fees are recorded as shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to process any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time.
Current wording
The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. These fees are recorded as shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time.
Previous wording
All interest accrued but not collected for loans that are placed on nonaccrual status or subsequently charged-off is reversed against interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.
Current wording
All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off is reversed against interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Additionally, we recognize advertising revenue from push notifications and email blasts at the point of delivery. Push notifications and email blasts are considered delivered when an advertisement is displayed to users.
Previous report — wording carried elsewhere
E-commerce revenue is generated from the Platform. The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commissions revenue earned from these arrangements are recognized at the point of sale on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services.
Previous report — wording carried elsewhere
In June 2024, the Company launched its cost per mille (“CPM”) advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received based on advertising on websites or mobile device applications or as the advertiser’s previously agreed-upon performance criteria are satisfied.