Quarterly report pursuant to Section 13 or 15(d)

Segments

v3.23.3
Segments
9 Months Ended
Sep. 30, 2023
Segments [Abstract]  
Segments

Note 13 — Segments

 

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the chief executive officer to be its CODM.

 

As of September 30, 2023, the Company’s operating and reportable segments include:

 

Marketplace: PSQ has created a marketplace platform to access consumers that are drawn to patriotic values. The Company generates revenue from advertising revenues.

 

Brands: The first wholly-owned brand is EveryLife, Inc., which generates revenue from online sales of diapers and wipes

 

The CODM measures and evaluates the Company’s performance based on gross revenue and Segment Earnings Before Interest, Taxes, depreciation, and amortization (“EBITDA”). Adjusted EBITDA is defined as earnings (loss) from operations less depreciation and amortization, share based compensation and transaction costs. Earnings (loss) from operations excludes interest, interest expense, (gain) loss on sale of equipment, change in fair value of financial instruments and other expenses. The Company believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.

 

Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.

 

The following tables set forth the Company’s revenues, net and adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022:

 

    For the three months ended September 30,     For the nine months ended September 30,  
    2023     2022     2023     2022  
Revenues, net:                        
Marketplace                        
Advertising sales   $ 875,546     $ 124,634     $ 1,783,287     $ 197,575  
Brands                                
Product sales     1,387,951      
-
      1,387,951      
-
 
Returns and discounts     (232,597 )    
-
      (232,597 )    
-
 
Total Brand revenues, net     1,155,354      
-
      1,155,354      
-
 
Total revenues, net   $ 2,030,900     $ 124,634     $ 2,938,641     $ 197,575  

 

    For the three months ended
September 30,
    For the nine months ended
September 30,
 
    2023     2022     2023     2022  
Adjusted EBITDA:                        
Marketplace EBITDA   $ (6,339,765 )   $ (1,922,347 )   $ (14,082,492 )   $ (4,290,320 )
Brands EBITDA     (1,384,997 )    
-
      (1,384,997 )    
-
 
Total adjusted EBITDA     (7,724,762 )     (1,922,347 )     (15,467,489 )     (4,290,320 )
Transaction costs incurred in connection with the Business Combination     (3,309,597 )    
-
      (7,048,177 )    
-
 
Share-based compensation (exclusive of what is included in transaction costs above)     (1,185,089 )    
-
      (1,185,089 )    
-
 
Depreciation and amortization     (759,745 )     (203,489 )     (2,004,319 )     (477,405 )
Other income, net     119,957       328       173,644       8,174  
Change in fair value of warrant liabilities     (7,783,000 )    
-
      (7,783,000 )    
-
 
Change in fair value of earn-out liabilities     450,000      
-
      450,000      
-
 
Change in fair value of convertible notes    
-
     
-
      (14,571,109 )    
-
 
Income tax benefit (expense)     262       4,208       (1,527 )     3,495  
Interest expense, net     (46,690 )    
-
      (210,545 )    
-
 
Net loss   $ (20,238,664 )   $ (2,121,300 )   $ (47,647,611 )   $ (4,756,056 )

 

No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.