Segments | Note 15 - 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 June 30, 2024, the Company’s operating and reportable segments include: ● Marketplace: ● Brands: ● EveryLife, Inc., which generates revenue from online and wholesale sales of diapers and wipes. ● PSQLink, LLC, which generates revenues through B2B sales, by providing its customers with a digital marketing and CRM platform. ● Financial Technology: ● Credova Holdings, Inc., which generates revenue primarily through 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. ● PSQPayments LLC (also referred to as “PublicSquare Payments”), is a wholly owned subsidiary of PSQH which will generate revenue from launching a merchant servicer platform to provide its customers with a payments stack which will comprise of a framework of technological components and services that the Company’s customers can utilize to manage their payment processes. The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment gross profit margin and segment operating income, 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 direct contribution for the three and six months ended June 30, 2024 and 2023: For the three months ended For the six months ended 2024 2023 2024 2023 Revenues, net: Marketplace Advertising and e-commerce sales $ 726,638 $ 529,707 $ 1,672,109 $ 907,741 Brands Product sales 2,478,455 - 4,828,965 - Other sales 18,738 - 18,738 - Returns and discounts (206,619 ) - (413,720 ) - Total Brand revenues, net 2,290,574 - 4,433,983 - Financial Technology Direct revenue 967,260 - 1,121,867 - Interest income on loans 961,518 - 1,100,916 - Loan and lease contracts sold, net 1,039,238 - 1,122,242 - Total Financial Technology revenues, net 2,968,016 - 3,345,025 - Total revenues, net $ 5,985,228 $ 529,707 $ 9,451,117 $ 907,741 For the three months ended June 30, 2024 Marketplace Brands Financial Total Revenues, net $ 726,638 $ 2,290,574 $ 2,968,016 $ 5,985,228 Segment cost of revenues (517,304 ) - (13,794 ) (531,098 ) Segment cost of goods sold - (1,438,843 ) - (1,438,843 ) Segment gross profit 209,334 851,731 2,954,222 4,015,287 Segment operating costs (7,274,357 ) (1,507,427 ) (3,160,466 ) (11,942,250 ) Adjusted EBITDA (7,065,023 ) (655,696 ) (206,244 ) (7,926,963 ) Transaction costs incurred in connection with acquisitions (1,908 ) Share-based compensation (exclusive of what is included in transaction costs above) (5,171,760 ) Depreciation and amortization (930,874 ) Other income, net 52,599 Change in fair value of convertible notes - Change in fair value of earnout liabilities 220,000 Change in fair value of warrant liabilities 3,091,000 Interest expense, net (553,303 ) Income tax expense (14,037 ) Net loss $ (11,235,246 ) For the three months ended June 30, 2023 Marketplace Brands Financial Total Revenues, net $ 529,707 $ - $ - $ 529,707 Segment cost of revenues (432,934 ) - - (432,934 ) Segment cost of goods sold - - - - Segment gross profit 96,773 - - 96,773 Segment operating costs (6,586,734 ) - - (6,586,734 ) Adjusted EBITDA (6,489,961 ) - - (6,489,961 ) Transaction costs incurred in connection with acquisitions - Share-based compensation (exclusive of what is included in transaction costs above) - Depreciation and amortization (699,237 ) Other income, net 48,549 Change in fair value of convertible notes (13,423,204 ) Change in fair value of earnout liabilities - Change in fair value of warrant liabilities - Interest expense, net (155,854 ) Income tax expense (1,600 ) Net loss $ (20,721,307 ) For the six months ended June 30, 2024 Marketplace Brands Financial Total Revenues, net $ 1,672,109 $ 4,433,983 $ 3,345,025 $ 9,451,117 Segment cost of revenues (1,052,623 ) - (76,836 ) (1,129,459 ) Segment cost of goods sold - (2,830,251 ) - (2,830,251 ) Segment gross profit 619,486 1,603,732 3,268,189 5,491,407 Segment operating costs (14,539,615 ) (2,622,041 ) (3,575,460 ) (20,737,116 ) Adjusted EBITDA (13,920,129 ) (1,018,309 ) (307,271 ) (15,245,709 ) Transaction costs incurred in connection with acquisitions (2,295,502 ) Share-based compensation (exclusive of what is included in transaction costs above) (10,170,774 ) Depreciation and amortization (1,227,471 ) Other income, net 155,978 Change in fair value of convertible notes - Change in fair value of earnout liabilities 340,000 Change in fair value of warrant liabilities 5,322,500 Interest expense, net (677,481 ) Income tax expense (13,618 ) Net loss $ (23,812,077 ) For the six months ended June 30, 2023 Marketplace Brands Financial Total Revenues, net $ 907,741 $ - $ - $ 907,741 Segment cost of revenues (795,907 ) - - (795,907 ) Segment cost of goods sold - - - - Segment gross profit 111,834 - - 111,834 Segment operating costs (11,593,141 ) - - (11,593,141 ) Adjusted EBITDA (11,481,307 ) - - (11,481,307 ) Transaction costs incurred in connection with acquisitions - Share-based compensation (exclusive of what is included in transaction costs above) - Depreciation and amortization (1,244,574 ) Other income, net 53,687 Change in fair value of convertible notes (14,571,109 ) Change in fair value of earnout liabilities - Change in fair value of warrant liabilities - Interest expense, net (163,855 ) Income tax expense (1,789 ) Net loss $ (27,408,947 ) No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment. |