Outdoor Holding Co 8-K/A, filed Sep 23, 2025
Outdoor Holding Co (POWW)
About this 8-K/A
Outdoor Holding Co filed this 8-K/A on September 23, 2025, reporting on events of April 18, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2025 ( |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Ammunition Manufacturing Business Sale prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Ammunition Manufacturing Business Sale. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Ammunition Manufacturing Business Sale.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Company’s unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 and unaudited pro forma condensed consolidated statements of operations for the nine months ended December 31, 2024 and for the years ended March 31, 2024, 2023 and 2022 are filed as Exhibit 99.2 hereto and are incorporated into this Item 9.01(b) by reference.
(d) Exhibits
Exhibit No. |
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Description of Exhibit |
2.1** |
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2.2 |
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10.1 |
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99.1 |
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99.2 |
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Unaudited Pro Forma Condensed Consolidated Financial Statements |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Portions of Exhibit 2.1 have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K and certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Outdoor Holding Company |
Date: |
September 23, 2025 |
By: |
/s/ Paul J. Kasowski |
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Paul J. Kasowski Chief Financial Officer |
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EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On April 18, 2025, Outdoor Holding Company (the “Company”) announced that it completed the sale to Olin Winchester, LLC, a Delaware limited liability company (“Buyer”), of all assets of AMMO Technologies, Inc., an Arizona corporation (“AMMO Tech”), Enlight Group II, LLC d/b/a Jagemann Munition Components d/b/a Buythebullets, a Delaware limited liability company (“Enlight”), and Firelight Group I, LLC, a Delaware limited liability company (“Firelight”, and together with AMMO Tech and Enlight, collectively, the “Sellers” and each a “Seller”, and the Sellers together with the Company, the “Seller Group”) related to the Sellers’ business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”), along with certain assets of the Company related to the Ammunition Manufacturing Business, and that the Buyer assumed certain liabilities of the Seller Group related to the Ammunition Manufacturing Business, for a gross purchase price of $75,000,000, subject to certain adjustments, including for estimated net working capital and real property costs and prorations and additional adjustments contemplated by the First Amendment (the “First Amendment”) to that certain Asset Purchase Agreement by and among the Seller Group and Buyer, dated January 20, 2025 (the “Purchase Agreement” and the sale of the Ammunition Manufacturing Business, the “Transaction”), in accordance with the terms of the Purchase Agreement, as amended by the First Amendment. The assets acquired, and the liabilities assumed, by Buyer were those primarily related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, Wisconsin. In addition, the Company entered into certain related transaction agreements at the closing, including a transition services agreement and other customary agreements.
The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of the Company, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what the Company’s results of operations or financial position would have been had the Transaction occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements also should not be considered indicative of the Company's future results of operations or financial position. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The Accounting and financial reporting in these unaudited pro forma condensed consolidated financial information is based on its preliminary assessment of the appropriate application of accounting principles generally accepted in the U.S. (“U.S. GAAP”). The final application of U.S. GAAP to the Transaction may differ from what is presented in these unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial statements as of and for the nine months ended December 31, 2024, have been derived from the historical unaudited consolidated financial statements of the Company, included in the Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2025. The unaudited pro forma condensed consolidated financial statements for the years ended March 31, 2024, 2023 and 2022 have been derived from the historical audited consolidated financial statements of the Company, included in the Annual Report on Form 10-K/A filed with the SEC on May 20, 2025. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated statement of operations for the nine months ended December 31, 2024, and for the years ended March 31, 2024, 2023 and 2022 reflect pro forma results as if the Transaction occurred on April 1, 2021. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 gives effect to the Transaction as if it had occurred on that date. In addition, the unaudited pro forma condensed consolidated statements of operations for the three months ended December 31, 2024, and the year ended March 31, 2024, reflect certain adjustments that are incremental to those related to the Transaction discussed above, described herein, as if they occurred on April 1, 2023. In our future public filings, the historical financial results of the Ammunition Manufacturing Business will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.
Beginning in the fourth quarter of 2025, the criteria under ASC 205-20, Presentation of Financial Statements ("ASC 205-20"), for discontinued operations were met, and the Company will present the Transaction as a discontinued operation in future Quarterly Reports on Form 10-Q and in future Annual Reports on Form 10-K. The Company believes the adjustments included within the "Discontinued Operations of the Ammunition Manufacturing Business" column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP.
The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Transaction:
The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Transaction.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto.
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS
AS OF DECEMBER 31, 2024
(UNAUDITED)
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Pro Forma Transaction Accounting Adjustments |
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As Reported |
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Discontinued Operations of the Ammunition Manufacturing Business (a) |
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Notes |
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Other Separation Adjustments |
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Notes |
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Pro Forma |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
31,921,690 |
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$ |
- |
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$ |
42,946,905 |
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(b) |
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$ |
74,868,595 |
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Accounts receivable, net |
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16,961,800 |
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(7,166,316 |
) |
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- |
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9,795,484 |
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Inventories |
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47,207,283 |
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(47,207,283 |
) |
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- |
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- |
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Prepaid expenses |
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2,734,319 |
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(522,469 |
) |
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- |
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2,211,850 |
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Total Current Assets |
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98,825,092 |
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(54,896,068 |
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42,946,905 |
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86,875,929 |
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Equipment, net |
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57,432,142 |
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(51,343,501 |
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- |
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6,088,641 |
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Other Assets: |
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Deposits |
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399,910 |
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(372,667 |
) |
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- |
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27,243 |
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Patents, net |
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4,350,444 |
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(4,350,444 |
) |
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- |
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- |
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Other intangible assets, net |
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101,922,126 |
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- |
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- |
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101,922,126 |
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Goodwill |
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90,870,094 |
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- |
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- |
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90,870,094 |
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Right of use assets - operating leases |
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1,588,871 |
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- |
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- |
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1,588,871 |
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TOTAL ASSETS |
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$ |
355,388,679 |
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$ |
(110,962,680 |
) |
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$ |
42,946,905 |
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$ |
287,372,904 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
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21,521,364 |
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$ |
(3,049,885 |
) |
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$ |
- |
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$ |
18,471,479 |
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Accrued liabilities |
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19,796,290 |
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228,088 |
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4,477,254 |
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(d) |
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24,501,632 |
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Current portion of operating lease liability |
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522,884 |
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- |
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- |
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522,884 |
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Current portion of construction note payable |
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281,947 |
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(281,947 |
) |
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- |
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- |
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Insurance premium note payable |
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233,001 |
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- |
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- |
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233,001 |
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Total Current Liabilities |
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42,355,486 |
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(3,103,744 |
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4,477,254 |
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43,728,996 |
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Long-term Liabilities: |
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Contingent consideration payable |
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40,032 |
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(40,032 |
) |
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- |
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- |
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Construction note payable, net of unamortized issuance costs |
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10,605,998 |
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(10,605,998 |
) |
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- |
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- |
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Operating lease liability, net of current portion |
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1,158,033 |
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- |
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- |
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1,158,033 |
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Income Tax Payable |
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|
1,609,520 |
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- |
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- |
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1,609,520 |
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Total Liabilities |
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55,769,069 |
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(13,749,774 |
) |
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4,477,254 |
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46,496,549 |
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Shareholders' Equity: |
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Series A cumulative perpetual preferred Stock 8.75% |
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1,400 |
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- |
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- |
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1,400 |
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Common stock |
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116,508 |
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- |
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- |
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116,508 |
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Additional paid-in capital |
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433,646,783 |
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- |
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- |
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433,646,783 |
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Accumulated deficit |
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(125,579,680 |
) |
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(97,212,906 |
) |
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38,469,651 |
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(184,322,935 |
) |
Treasury Stock |
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(8,565,401 |
) |
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- |
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- |
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(8,565,401 |
) |
Total Shareholders' Equity |
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299,619,610 |
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(97,212,906 |
) |
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38,469,651 |
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240,876,355 |
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
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$ |
355,388,679 |
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$ |
(110,962,680 |
) |
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$ |
42,946,905 |
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$ |
287,372,904 |
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OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2024
(UNAUDITED)
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Pro Forma Transaction Accounting Adjustments |
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As Reported |
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Discontinued Operations of the Ammunition Manufacturing Business (a) |
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Notes |
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Other Separation Adjustments |
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Notes |
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Pro Forma |
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Net Revenues |
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Ammunition sales |
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$ |
41,647,834 |
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$ |
(41,647,834 |
) |
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$ |
- |
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$ |
- |
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Marketplace revenue |
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36,786,879 |
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- |
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- |
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36,786,879 |
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Casing sales |
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13,125,924 |
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(13,125,924 |
) |
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- |
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- |
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91,560,637 |
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(54,773,758 |
) |
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- |
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36,786,879 |
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Cost of revenues |
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66,766,584 |
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(61,845,249 |
) |
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- |
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4,921,335 |
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Gross profit |
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|
24,794,053 |
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|
7,071,491 |
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- |
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|
31,865,544 |
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Operating Expenses |
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Selling and marketing |
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|
922,466 |
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(682,097 |
) |
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- |
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|
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|
240,369 |
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Corporate general and administrative |
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|
47,783,353 |
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(10,359,635 |
) |
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|
|
- |
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|
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|
37,423,718 |
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Employee salaries and related expenses |
|
|
14,911,713 |
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(1,915,593 |
) |
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|
|
|
- |
|
|
|
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|
12,996,120 |
|
Depreciation and amortization expense |
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|
10,167,903 |
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(35,866 |
) |
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|
|
|
- |
|
|
|
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|
10,132,037 |
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Total operating expenses |
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|
73,785,435 |
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(12,993,191 |
) |
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|
|
|
- |
|
|
|
|
|
60,792,244 |
|
Loss from operations |
|
|
(48,991,382 |
) |
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|
20,064,682 |
|
|
|
|
|
- |
|
|
|
|
|
(28,926,700 |
) |
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Other Income |
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Other income |
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|
616,790 |
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|
|
- |
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|
|
- |
|
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|
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|
616,790 |
|
Interest expense |
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|
(534,787 |
) |
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|
398,385 |
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|
- |
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|
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|
|
(136,402 |
) |
Total other income (expense) |
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|
82,003 |
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|
398,385 |
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|
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|
- |
|
|
|
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|
480,388 |
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Loss before income taxes |
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|
(48,909,379 |
) |
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|
20,463,067 |
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|
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|
|
- |
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|
|
|
(28,446,312 |
) |
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Provision for income taxes |
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|
4,407,491 |
|
|
|
1,560,923 |
|
|
|
|
|
- |
|
|
|
|
|
5,968,414 |
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Net loss |
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|
(53,316,870 |
) |
|
|
18,902,144 |
|
|
|
|
|
- |
|
|
|
|
|
(34,414,726 |
) |
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Preferred stock dividend |
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|
(2,339,411 |
) |
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
(2,339,411 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to common stock shareholders |
|
$ |
(55,656,281 |
) |
|
$ |
(18,902,144 |
) |
|
|
|
$ |
- |
|
|
|
|
$ |
(36,754,137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per share of common stock |
|
$ |
(0.47 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.31 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding - basic and diluted |
|
|
118,012,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
118,012,373 |
|
||
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2024
(UNAUDITED)
|
|
|
|
|
Pro Forma Transaction Accounting Adjustments |
|
|
|
||||||||||||
|
|
As Reported |
|
|
Discontinued Operations of the Ammunition Manufacturing Business (a) |
|
|
Notes |
|
Other Separation Adjustments |
|
|
Notes |
|
Pro Forma |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ammunition sales |
|
$ |
69,390,801 |
|
|
$ |
(69,390,801 |
) |
|
|
|
$ |
- |
|
|
|
|
$ |
- |
|
Marketplace revenue |
|
|
53,942,076 |
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
53,942,076 |
|
Casing sales |
|
|
21,721,695 |
|
|
|
(21,721,695 |
) |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
145,054,572 |
|
|
|
(91,112,496 |
) |
|
|
|
|
- |
|
|
|
|
|
53,942,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues |
|
|
102,479,087 |
|
|
|
(94,818,546 |
) |
|
|
|
|
- |
|
|
|
|
|
7,660,541 |
|
Gross profit |
|
|
42,575,485 |
|
|
|
3,706,050 |
|
|
|
|
|
- |
|
|
|
|
|
46,281,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
1,370,079 |
|
|
|
(1,179,659 |
) |
|
|
|
|
- |
|
|
|
|
|
190,420 |
|
Corporate general and administrative |
|
|
29,583,274 |
|
|
|
(6,338,210 |
) |
|
|
|
|
(191,244 |
) |
|
(c) |
|
|
23,053,820 |
|
Employee salaries and related expenses |
|
|
17,700,002 |
|
|
|
2,840,758 |
|
|
|
|
|
4,477,254 |
|
|
(d) |
|
|
25,018,014 |
|
Depreciation and amortization expense |
|
|
13,542,791 |
|
|
|
(508,485 |
) |
|
|
|
|
- |
|
|
|
|
|
13,034,306 |
|
Total operating expenses |
|
|
62,196,146 |
|
|
|
(5,185,596 |
) |
|
|
|
|
4,286,010 |
|
|
|
|
|
61,296,560 |
|
Loss from operations |
|
|
(19,620,661 |
) |
|
|
8,891,646 |
|
|
|
|
|
(4,286,010 |
) |
|
|
|
|
(15,015,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
(332,593 |
) |
|
|
158,146 |
|
|
|
|
|
- |
|
|
|
|
|
(174,447 |
) |
Interest expense |
|
|
(446,473 |
) |
|
|
765,457 |
|
|
|
|
|
- |
|
|
|
|
|
318,984 |
|
Total other expense |
|
|
(779,066 |
) |
|
|
923,603 |
|
|
|
|
|
- |
|
|
|
|
|
144,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes |
|
|
(20,399,727 |
) |
|
|
9,815,249 |
|
|
|
|
|
(4,286,010 |
) |
|
|
|
|
(14,870,488 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
(3,806,118 |
) |
|
|
2,857,286 |
|
|
|
|
|
- |
|
|
|
|
|
(948,832 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss |
|
|
(16,593,609 |
) |
|
|
6,957,963 |
|
|
|
|
|
(4,286,010 |
) |
|
|
|
|
(13,921,656 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred atock dividend |
|
|
(3,122,049 |
) |
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
(3,122,049 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss attributable to common stock shareholders |
|
$ |
(19,715,658 |
) |
|
$ |
6,957,963 |
|
|
|
|
$ |
(4,286,010 |
) |
|
|
|
$ |
(17,043,705 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per share of common stock |
|
$ |
(0.17 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.14 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding - basic and diluted |
|
|
118,249,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
118,249,486 |
|
||
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2023
(UNAUDITED)
|
|
|
|
|
Pro Forma Transaction Accounting Adjustments |
|
|
|
||||||
|
|
As Reported |
|
|
Discontinued Operations of the Ammunition Manufacturing Business (a) |
|
|
Notes |
|
Pro Forma |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
Ammunition sales |
|
$ |
114,116,044 |
|
|
$ |
114,116,044 |
|
|
|
|
$ |
- |
|
Marketplace revenue |
|
|
63,149,673 |
|
|
|
- |
|
|
|
|
|
63,149,673 |
|
Casing sales |
|
|
14,174,084 |
|
|
|
14,174,084 |
|
|
|
|
|
- |
|
|
|
|
191,439,801 |
|
|
|
128,290,128 |
|
|
|
|
|
63,149,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues |
|
|
136,078,488 |
|
|
|
126,961,549 |
|
|
|
|
|
9,116,939 |
|
Gross profit |
|
|
55,361,313 |
|
|
|
1,328,579 |
|
|
|
|
|
54,032,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
Selling and marketing |
|
|
4,729,540 |
|
|
|
2,542,074 |
|
|
|
|
|
2,187,466 |
|
Corporate general and administrative |
|
|
24,979,661 |
|
|
|
6,014,380 |
|
|
|
|
|
18,965,281 |
|
Employee salaries and related expenses |
|
|
19,820,917 |
|
|
|
2,008,625 |
|
|
|
|
|
17,812,292 |
|
Depreciation and amortization expense |
|
|
13,278,762 |
|
|
|
578,326 |
|
|
|
|
|
12,700,436 |
|
Total operating expenses |
|
|
62,808,880 |
|
|
|
11,143,405 |
|
|
|
|
|
51,665,475 |
|
Income/(loss) from operations |
|
|
(7,447,567 |
) |
|
|
(9,814,826 |
) |
|
|
|
|
2,367,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
Other income |
|
|
25,181 |
|
|
|
39,049 |
|
|
|
|
|
(13,868 |
) |
Interest expense |
|
|
(632,062 |
) |
|
|
(554,256 |
) |
|
|
|
|
(77,806 |
) |
Total other expense |
|
|
(606,881 |
) |
|
|
(515,207 |
) |
|
|
|
|
(91,674 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income/(loss) before income taxes |
|
|
(8,054,448 |
) |
|
|
(10,330,033 |
) |
|
|
|
|
2,275,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Provision for income taxes |
|
|
712,239 |
|
|
|
2,059,294 |
|
|
|
|
|
(1,347,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) |
|
|
(8,766,687 |
) |
|
|
- |
|
|
|
|
|
3,622,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Preferred stock dividend |
|
|
(3,105,034 |
) |
|
|
- |
|
|
|
|
|
(3,105,034 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income/(loss) attributable to common stock shareholders |
|
$ |
(11,871,721 |
) |
|
$ |
(12,389,327 |
) |
|
|
|
$ |
517,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic income/(loss) per share of common stock |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
$ |
0.00 |
|
|
Diluted income/(loss) per share of common stock |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding - basic |
|
|
117,177,885 |
|
|
|
|
|
|
|
|
117,177,885 |
|
|
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2022
(UNAUDITED)
|
|
|
|
|
Pro Forma Transaction Accounting Adjustments |
|
|
|
||||||
|
|
As Reported |
|
|
Discontinued Operations of the Ammunition Manufacturing Business (a) |
|
|
Notes |
|
Pro Forma |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|||
Ammunition sales |
|
$ |
161,459,025 |
|
|
$ |
(161,459,025 |
) |
|
|
|
$ |
- |
|
Marketplace revenue |
|
|
64,608,516 |
|
|
|
- |
|
|
|
|
|
64,608,516 |
|
Casing sales |
|
|
14,201,625 |
|
|
|
(14,201,625 |
) |
|
|
|
|
- |
|
|
|
|
240,269,166 |
|
|
|
(175,660,650 |
) |
|
|
|
|
64,608,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues |
|
|
151,552,941 |
|
|
|
(142,820,591 |
) |
|
|
|
|
8,732,350 |
|
Gross profit |
|
|
88,716,225 |
|
|
|
(32,840,059 |
) |
|
|
|
|
55,876,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
Selling and marketing |
|
|
7,310,216 |
|
|
|
(6,768,376 |
) |
|
|
|
|
541,840 |
|
Corporate general and administrative |
|
|
24,120,483 |
|
|
|
(4,849,635 |
) |
|
|
|
|
19,270,848 |
|
Employee salaries and related expenses |
|
|
15,034,409 |
|
|
|
(4,808,605 |
) |
|
|
|
|
10,225,804 |
|
Depreciation and amortization expense |
|
|
13,725,065 |
|
|
|
(1,602,695 |
) |
|
|
|
|
12,122,370 |
|
Total operating expenses |
|
|
60,190,173 |
|
|
|
(18,029,311 |
) |
|
|
|
|
42,160,862 |
|
Income/(loss) from operations |
|
|
28,526,052 |
|
|
|
(14,810,748 |
) |
|
|
|
|
13,715,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
Other income |
|
|
21,840 |
|
|
|
- |
|
|
|
|
|
21,840 |
|
Interest expense |
|
|
(637,797 |
) |
|
|
639,184 |
|
|
|
|
|
1,387 |
|
Total other expense |
|
|
(615,957 |
) |
|
|
639,184 |
|
|
|
|
|
23,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income/(loss) before income taxes |
|
|
27,910,095 |
|
|
|
(14,171,564 |
) |
|
|
|
|
13,738,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Provision for income taxes |
|
|
2,042,918 |
|
|
|
(5,753,241 |
) |
|
|
|
|
(3,710,323 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) |
|
|
25,867,177 |
|
|
|
- |
|
|
|
|
|
17,448,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Preferred stock dividend |
|
|
(2,668,649 |
) |
|
|
- |
|
|
|
|
|
(2,668,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income/(loss) attributable to common stock shareholders |
|
$ |
23,198,528 |
|
|
$ |
(8,418,323 |
) |
|
|
|
$ |
14,780,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic income per share of common stock: |
|
$ |
0.21 |
|
|
|
|
|
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Diluted income per share of common stock: |
|
$ |
0.20 |
|
|
|
|
|
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding - basic |
|
|
112,328,680 |
|
|
|
|
|
|
|
|
112,328,680 |
|
|
Weighted average number of shares outstanding - diluted |
|
|
114,825,835 |
|
|
|
|
|
|
|
|
114,825,835 |
|
|
OUTDOOR HOLDING COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information is prepared based on the Company’s historical consolidated financial statements and pursuant to Article 11 of Regulation S-X, adjusted for certain transaction accounting adjustments listed in the Note 2 below. Actual adjustments, however, may differ materially from the information presented.
In addition, the Company does not expect a material income tax impact resulting from the Transaction as it maintains a full valuation allowance on all of its deferred tax assets due to its history of losses.
2. Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial information reflects the following adjustments: