|
|
|
|
|||||
|
|
|
Revenue Growth of 108%
GAAP Operating Loss Improves to $4.8 Million
Positive Non-GAAP Operating Income of $0.4 Million
Revenue Per Headcount Improves 316%
BOZEMAN, Mont.--(BUSINESS WIRE)--PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the second quarter 2026.
SECOND QUARTER 2026 HIGHLIGHTS
The definitions and reconciliations of non-GAAP operating loss to GAAP operating Income loss are provided under the heading non-GAAP Financial Measures at the end of this release.
YEAR TO DATE 2026 HIGHLIGHTS
BRANDS SEGMENT DIVESTITURE
On July 28, 2026 the Company announced that it had entered into a definitive agreement to sell EveryLife, its direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC, for gross proceeds of $5.5 million in cash, before transaction fees and customary adjustments. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.
The Company has reported EveryLife as discontinued operations since the third quarter of 2025, reflecting the Company's previously stated intention to divest non-core assets as it concentrates on its core payments and financial infrastructure businesses.
FINANCIAL REVIEW
Balance Sheet & Liquidity
Discontinued Operations
Note: Beginning with the third quarter 2025 reporting period, both the Brands and Marketplace business segments are being shown as discontinued operations in the Company’s financial statements. Results from discontinued operations are provided within the financial tables at the end of this release.
Second Quarter 2026 Conference Call and Webcast
Management will host a teleconference and webcast to discuss its second quarter 2026 results today, July 29, 2026, at 9:00 a.m. ET. The conference call can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the Company will take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you can participate in the conference call by dialing (833) 461-5787 domestically or (585) 542-9983 internationally, and referencing meeting ID #983487052. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.
About PSQ Holdings, Inc.
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure company. We build and operate financial infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. For more information, visit publicsquare.com.
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,” “could,” “expect,” “future,” “intend,” “may,” “might,” “strategy,” “target,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our expected revenue, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments, 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, (ii) 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, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated business plans and strategy, (viii) 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, (ix) 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, (x) 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, (xi) 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, (xii) the expected timing and ability to complete Public Square’s proposed sale of its Brand segment, the anticipated use of proceeds, and the expected benefits of the transaction, and (xiii) risks associated with the Company’s ability to execute on its plans to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter licenses. 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. Condensed Consolidated Balance Sheets | |||||||
|
June 30, |
|
December 31, | ||||
| (Unaudited) |
|
| ||||
Assets |
|
|
| ||||
Current assets: |
|
|
| ||||
Cash and cash equivalents | $ | 6,735,250 |
|
| $ | 14,644,384 |
|
Restricted cash |
| 1,552,921 |
|
|
| 1,119,580 |
|
Accounts receivable, net |
| 1,611,793 |
|
|
| 1,630,987 |
|
Lease receivable, net |
| 56,975 |
|
|
| 156,516 |
|
Loans held for investment, net of allowance for credit losses of $943,713 and $778,704 as of June 30, 2026 and December 31, 2025, respectively |
| 7,310,976 |
|
|
| 6,148,072 |
|
Lease merchandise, net of accumulated depreciation of $580,592 and $938,959 as of June 30, 2026 and December 31, 2025, respectively |
| 219,408 |
|
|
| 960,024 |
|
Interest receivable |
| 270,718 |
|
|
| 250,450 |
|
Prepaid expenses and other current assets |
| 1,941,565 |
|
|
| 2,450,321 |
|
Current assets held for sale (Note 4) |
| 3,629,058 |
|
|
| 4,407,921 |
|
Total current assets |
| 23,328,664 |
|
|
| 31,768,255 |
|
Loans held for investment, net of allowance for credit losses of $204,679 and $150,702 as of June 30, 2026 and December 31, 2025, respectively, non-current |
| 1,336,582 |
|
|
| 1,189,832 |
|
Lease merchandise, net of accumulated depreciation of $93,616 and $72,335 as of June 30, 2026 and December 31, 2025, respectively, non-current |
| 152,330 |
|
|
| 329,463 |
|
Property and equipment, net |
| 134,676 |
|
|
| 187,262 |
|
Intangible assets, net |
| 12,804,583 |
|
|
| 14,573,323 |
|
Goodwill |
| 10,930,978 |
|
|
| 10,930,978 |
|
Operating lease right-of-use assets |
| 511,215 |
|
|
| 669,356 |
|
Deposits |
| 29,939 |
|
|
| 29,939 |
|
Total assets | $ | 49,228,967 |
|
| $ | 59,678,408 |
|
|
|
|
| ||||
Liabilities and stockholders’ equity |
|
|
| ||||
Current liabilities: |
|
|
| ||||
Revolving line of credit | $ | 7,348,052 |
|
| $ | 6,174,546 |
|
Accounts payable |
| 4,817,664 |
|
|
| 5,351,651 |
|
Accrued expenses |
| 1,013,430 |
|
|
| 1,205,386 |
|
Operating lease liabilities, current portion |
| 321,504 |
|
|
| 323,842 |
|
Current liabilities held for sale (Note 4) |
| 2,356,003 |
|
|
| 2,612,041 |
|
Total current liabilities |
| 15,856,653 |
|
|
| 15,667,466 |
|
Convertible promissory notes, related party (Note 10) |
| 20,000,000 |
|
|
| 20,000,000 |
|
Convertible promissory notes |
| 8,449,500 |
|
|
| 8,449,500 |
|
Earn-out liabilities |
| 21,000 |
|
|
| 540,000 |
|
Warrant liabilities |
| 515,000 |
|
|
| 1,230,250 |
|
Operating lease liabilities |
| 200,123 |
|
|
| 354,286 |
|
Total liabilities |
| 45,042,276 |
|
|
| 46,241,502 |
|
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 June 30, 2026 and December 31, 2025 |
| — |
|
|
| — |
|
Class A Common Stock, $0.0001 par value; 33,333,333 authorized shares; 3,353,852 shares and 3,099,509 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively (1) |
| 336 |
|
|
| 310 |
|
Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively |
| — |
|
|
| 321 |
|
Additional paid-in capital (1) |
| 172,774,479 |
|
|
| 169,948,371 |
|
Accumulated deficit |
| (168,588,124 | ) |
|
| (156,512,096 | ) |
Total stockholders’ equity |
| 4,186,691 |
|
|
| 13,436,906 |
|
Total liabilities and stockholders’ equity | $ | 49,228,967 |
|
| $ | 59,678,408 |
|
(1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026. See Note 1 — Organization and Business Operations for further details. | |||||||
PSQ HOLDINGS, INC. Condensed Consolidated Statements of Operations | |||||||||||||||
|
For the Three Months
|
|
For the Six Months
| ||||||||||||
|
| 2026 |
|
|
| 2025 |
|
|
| 2026 |
|
|
| 2025 |
|
Revenues, net | $ | 7,132,526 |
|
| $ | 3,431,876 |
|
| $ | 15,290,943 |
|
| $ | 6,482,661 |
|
Costs and expenses: |
|
|
|
|
|
|
| ||||||||
Cost of revenue (exclusive of depreciation and amortization expense shown below) |
| 2,998,624 |
|
|
| 1,046,964 |
|
|
| 6,598,579 |
|
|
| 1,676,975 |
|
General and administrative |
| 5,580,668 |
|
|
| 3,728,246 |
|
|
| 12,195,832 |
|
|
| 11,988,989 |
|
Sales and marketing |
| 867,354 |
|
|
| 1,540,327 |
|
|
| 2,472,161 |
|
|
| 3,078,788 |
|
Research and development |
| 759,442 |
|
|
| 951,039 |
|
|
| 1,383,537 |
|
|
| 1,981,261 |
|
Depreciation and amortization |
| 1,716,209 |
|
|
| 1,367,561 |
|
|
| 3,564,253 |
|
|
| 2,274,387 |
|
Total costs and expenses |
| 11,922,297 |
|
|
| 8,634,137 |
|
|
| 26,214,362 |
|
|
| 21,000,400 |
|
Operating loss |
| (4,789,771 | ) |
|
| (5,202,261 | ) |
|
| (10,923,419 | ) |
|
| (14,517,739 | ) |
Other (expense) income: |
|
|
|
|
|
|
| ||||||||
Other (expense) income, net |
| (16,841 | ) |
|
| 434,153 |
|
|
| (114,121 | ) |
|
| 743,973 |
|
Changes in fair value of earn-out liabilities |
| 480,500 |
|
|
| 10,000 |
|
|
| 519,000 |
|
|
| 460,000 |
|
Changes in fair value of warrant liabilities |
| 57,000 |
|
|
| 115,000 |
|
|
| 715,250 |
|
|
| 7,496,500 |
|
Interest expense, net |
| (974,193 | ) |
|
| (868,456 | ) |
|
| (1,921,662 | ) |
|
| (1,736,913 | ) |
Loss before income taxes from continuing operations |
| (5,243,305 | ) |
|
| (5,511,564 | ) |
|
| (11,724,952 | ) |
|
| (7,554,179 | ) |
Income tax benefit (expense) |
| — |
|
|
| 3,056 |
|
|
| — |
|
|
| (5,185 | ) |
Loss from continuing operations |
| (5,243,305 | ) |
|
| (5,508,508 | ) |
|
| (11,724,952 | ) |
|
| (7,559,364 | ) |
Loss from discontinued operations, net of tax |
| (377,786 | ) |
|
| (2,857,472 | ) |
|
| (351,076 | ) |
|
| (5,253,961 | ) |
Net loss | $ | (5,621,091 | ) |
| $ | (8,365,980 | ) |
| $ | (12,076,028 | ) |
| $ | (12,813,325 | ) |
|
|
|
|
|
|
|
| ||||||||
Continuing operations loss per common share, basic and diluted (1) | $ | (1.44 | ) |
| $ | (1.83 | ) |
| $ | (3.24 | ) |
| $ | (2.57 | ) |
Discontinued operations loss per common share, basic and diluted (1) | $ | (0.10 | ) |
|
| (0.95 | ) |
| $ | (0.10 | ) |
|
| (1.79 | ) |
Net loss per common share, basic and diluted (1) | $ | (1.54 | ) |
| $ | (2.78 | ) |
| $ | (3.34 | ) |
| $ | (4.36 | ) |
Weighted average shares outstanding, basic and diluted (1)(2) |
| 3,639,800 |
|
|
| 3,016,887 |
|
|
| 3,620,930 |
|
|
| 2,940,307 |
|
(1) Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026. See Note 1 — Organization and Business Operations for further details.
(2) Pre-funded warrants, issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share), and 334,545 remain unexercised as of June 30, 2026. | |||||||||||||||
PSQ HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows | |||||||
|
For the Six Months Ended
| ||||||
|
| 2026 |
|
|
| 2025 |
|
Cash flows from Operating Activities |
|
|
| ||||
Net loss | $ | (12,076,028 | ) |
| $ | (12,813,325 | ) |
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
| ||||
Changes in fair value of warrant liabilities |
| (715,250 | ) |
|
| (7,496,500 | ) |
Changes in fair value of earn-out liabilities |
| (519,000 | ) |
|
| (460,000 | ) |
Share-based compensation |
| 2,599,171 |
|
|
| 3,552,984 |
|
Amortization of step-up in loans held for investment |
| — |
|
|
| 169,607 |
|
Provision for credit losses on loans held for investment |
| 638,450 |
|
|
| 1,152,420 |
|
Origination of loans and leases for resale |
| (25,570,378 | ) |
|
| (14,825,985 | ) |
Proceeds from sale of loans and leases for resale |
| 29,747,924 |
|
|
| 16,384,107 |
|
Gain on sale of loans and leases |
| (4,177,546 | ) |
|
| (1,558,122 | ) |
Recovery of lease merchandise |
| (69,016 | ) |
|
| — |
|
Loss on disposal of furniture |
| 8,248 |
|
|
| — |
|
Depreciation and amortization |
| 3,564,253 |
|
|
| 2,893,612 |
|
Non-cash operating lease expense |
| 158,141 |
|
|
| 114,410 |
|
Changes in operating assets and liabilities: |
|
|
| ||||
Accounts receivable |
| 25,987 |
|
|
| (175,697 | ) |
Lease receivable |
| 99,541 |
|
|
| (152,463 | ) |
Interest receivable |
| (20,268 | ) |
|
| 95,625 |
|
Inventory |
| 605,832 |
|
|
| 122,135 |
|
Prepaid expenses and other current assets |
| 337,905 |
|
|
| 223,867 |
|
Deposits |
| 28,243 |
|
|
| (21,705 | ) |
Accounts payable |
| (456,908 | ) |
|
| (627,932 | ) |
Accrued expenses |
| 201,346 |
|
|
| 249,917 |
|
Deferred revenue |
| (726,419 | ) |
|
| 2,000,177 |
|
Operating lease liabilities |
| (156,501 | ) |
|
| (112,688 | ) |
Net cash used in operating activities |
| (6,472,273 | ) |
|
| (11,285,556 | ) |
|
|
|
| ||||
Cash flows from Investing Activities |
|
|
| ||||
Disposals/(Additions) to lease merchandise, net of disposals |
| 420,161 |
|
|
| (2,194,358 | ) |
Software development costs |
| (1,184,571 | ) |
|
| (1,554,442 | ) |
Principal paydowns on loans held for investment |
| 13,071,785 |
|
|
| 8,911,312 |
|
Disbursements for loans held for investment |
| (15,019,888 | ) |
|
| (9,406,157 | ) |
Purchase of licenses |
| — |
|
|
| (455,000 | ) |
Net cash used in investing activities |
| (2,712,513 | ) |
|
| (4,698,645 | ) |
|
|
|
| ||||
Cash flows from Financing Activities |
|
|
| ||||
Proceeds from revolving line of credit |
| 7,916,764 |
|
|
| 4,761,935 |
|
Repayments on revolving line of credit |
| (6,743,259 | ) |
|
| (4,532,580 | ) |
Net disbursement for closing costs from private equity transaction |
| (22,091 | ) |
|
| — |
|
Proceeds from issuance of common stock at-the-market offering |
| 248,733 |
|
|
| 361,528 |
|
Cash paid for stock issuance costs |
| — |
|
|
| (312,059 | ) |
Net cash provided by financing activities |
| 1,400,147 |
|
|
| 278,824 |
|
Net decrease in cash, cash equivalents and restricted cash |
| (7,784,639 | ) |
|
| (15,705,377 | ) |
Cash, cash equivalents and restricted cash, beginning of period |
| 16,117,319 |
|
|
| 36,589,607 |
|
Cash, cash equivalents and restricted cash, end of the period | $ | 8,332,680 |
|
| $ | 20,884,230 |
|
Cash and cash equivalents from continued operations | $ | 6,735,250 |
|
| $ | 18,479,548 |
|
Restricted cash from continued operations |
| 1,552,921 |
|
|
| 307,114 |
|
Cash and cash equivalents from discontinued operations |
| 44,509 |
|
|
| 2,097,568 |
|
Total cash, cash equivalents and restricted cash, end of the period | $ | 8,332,680 |
|
| $ | 20,884,230 |
|
|
|
|
| ||||
Supplemental Cash Flow Information |
|
|
| ||||
Cash paid for interest for convertible notes and revolving line of credit | $ | 947,469 |
|
| $ | 868,457 |
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
| ||||
Issuance of common shares in connection with the asset acquisition | $ | — |
|
| $ | 4,500,000 |
|
Earnout liability generated by asset acquisition | $ | — |
|
| $ | 550,000 |
|
Operating lease right-of-use asset obtained in exchange for operating lease liability | $ | — |
|
| $ | 652,410 |
|
Accrued variable compensation settled with RSU grants | $ | — |
|
| $ | 597,397 |
|
Cash flows from discontinued operations are included in the above amounts and explained in Note 4. | |||||||
Discontinued Operations
The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025: | ||||||||||||||
|
For the three months ended
|
|
For the three months ended
| |||||||||||
| Marketplace |
| Brands |
| Marketplace |
| Brands | |||||||
Revenues, net | $ | 4,716 |
| $ | 3,757,868 |
|
| $ | 318,997 |
|
| $ | 3,331,995 |
|
Cost of revenues (exclusive of depreciation and amortization shown below) |
| 145 |
|
| — |
|
|
| 97,199 |
|
|
| (1,399 | ) |
Cost of goods sold (exclusive of depreciation and amortization shown below) |
| — |
|
| 2,894,153 |
|
|
| 11,541 |
|
|
| 2,219,749 |
|
Operating costs |
| 2,371 |
|
| 1,202,557 |
|
|
| 1,502,925 |
|
|
| 2,360,515 |
|
Depreciation and amortization |
| — |
|
| — |
|
|
| 279,915 |
|
|
| 35,025 |
|
Operating income/(loss) |
| 2,200 |
|
| (338,842 | ) |
|
| (1,572,583 | ) |
|
| (1,281,895 | ) |
Other expense, net |
| — |
|
| (41,144 | ) |
|
| — |
|
|
| — |
|
Income tax expense |
| — |
|
| — |
|
|
| (1,497 | ) |
|
| (1,497 | ) |
Income/(Loss) from discontinued operations, net of tax | $ | 2,200 |
| $ | (379,986 | ) |
| $ | (1,574,080 | ) |
| $ | (1,283,392 | ) |
The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025: | |||||||||||||||
|
For the six months ended
|
|
For the six months ended
| ||||||||||||
| Marketplace |
| Brands |
| Marketplace |
| Brands | ||||||||
Revenues, net | $ | 90,284 |
|
| $ | 7,339,425 |
|
| $ | 747,646 |
|
| $ | 6,602,182 |
|
Cost of revenues (exclusive of depreciation and amortization shown below) |
| 743 |
|
|
| — |
|
|
| 201,508 |
|
|
| 527 |
|
Cost of goods sold (exclusive of depreciation and amortization shown below) |
| 1,344 |
|
|
| 5,139,427 |
|
|
| 11,953 |
|
|
| 4,292,611 |
|
Operating costs |
| 44,653 |
|
|
| 2,460,614 |
|
|
| 2,993,714 |
|
|
| 4,458,628 |
|
Depreciation and amortization |
| — |
|
|
| — |
|
|
| 549,176 |
|
|
| 70,050 |
|
Operating income/(loss) |
| 43,544 |
|
|
| (260,616 | ) |
|
| (3,008,705 | ) |
|
| (2,219,634 | ) |
Other expense, net |
| (15,000 | ) |
|
| (119,004 | ) |
|
| (22,629 | ) |
|
| — |
|
Income tax expense |
| — |
|
|
| — |
|
|
| (1,496 | ) |
|
| (1,497 | ) |
Income/(Loss) from discontinued operations, net of tax | $ | 28,544 |
|
| $ | (379,620 | ) |
| $ | (3,032,830 | ) |
| $ | (2,221,131 | ) |
Investors Contact:
investment@publicsq.com
Media Contact:
pr@publicsq.com
| Jul-29 | |
| Jul-29 | |
| Jul-29 | |
| Jul-28 | |
| Jul-28 | |
| Jul-09 | |
| Jul-01 | |
| Jun-01 | |
| May-18 | |
| May-13 | |
| May-12 | |
| May-07 | |
| Apr-23 | |
| Apr-07 | |
| Mar-17 |
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