Outdoor Holding Co 10-Q for FY2026 Q3
Outdoor Holding Co (POWW)
About this 10-Q
Outdoor Holding Co filed this 10-Q on February 9, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13.39M
- up 7.0% from $12.52M a year earlier
- Net income
- $2.23M
- compared with a net loss of $26.13M a year earlier
- Diluted EPS
- $0.01
- compared with -$0.23 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
For the quarterly period ended
OR
For the transition period from ________ to ________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The |
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The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of February 4, 2026, there were
TABLE OF CONTENTS
3 |
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ITEM 1: |
3 |
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Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 2025 |
3 |
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4 |
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5 |
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7 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
9 |
ITEM 2: |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 3: |
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ITEM 4: |
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ITEM 1: |
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ITEM 1A: |
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ITEM 2: |
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ITEM 3: |
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ITEM 4: |
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ITEM 5: |
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ITEM 6: |
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2
PART I
ITEM 1. FINANCIAL STATEMENTS
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
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December 31, 2025 |
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March 31, 2025 |
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(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Current assets - discontinued operations |
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Total Current Assets |
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Equipment, net |
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Other Assets: |
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Deposits |
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Other intangible assets, net |
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Goodwill |
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Right of use assets - operating leases |
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Noncurrent assets - discontinued operations |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of operating lease liability |
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Notes payable - related parties, current maturities |
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Current liabilities - discontinued operations |
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Total Current Liabilities |
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Long-term Liabilities: |
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Notes payable - related parties, net of $ |
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Income tax payable |
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Operating lease liability, net of current portion |
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Other noncurrent liabilities |
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Noncurrent liabilities - discontinued operations |
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Total Liabilities |
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Shareholders' Equity: |
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Series A cumulative perpetual preferred stock |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Treasury stock |
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( |
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Total Shareholders' Equity |
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended December 31, |
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For the Nine Months Ended December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross Profit |
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Operating Expenses |
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Selling and marketing |
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Corporate general and administrative |
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Employee salaries and related expenses |
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Depreciation and amortization expense |
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Total operating expenses |
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Income (loss) from Operations |
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( |
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Other Income (Expense) |
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Other income |
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Gain on the extinguishment of debt |
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Interest expense |
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( |
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Total other income |
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Income (loss) before income taxes from continuing operations |
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( |
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Provision for income taxes |
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Net income (loss) from continuing operations |
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( |
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Preferred stock dividend |
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( |
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( |
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( |
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Net income (loss) before discontinued operations |
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( |
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( |
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Loss from discontinued operations, net of tax |
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( |
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Net income (loss) attributable to common stockholders |
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$ |
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$ |
( |
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$ |
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$ |
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Basic income (loss) per share of common stock: |
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Continuing operations |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Discontinued operations |
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( |
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( |
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Total basic income (loss) per share of common stock |
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$ |
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$ |
( |
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$ |
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$ |
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Diluted income (loss) per share of common stock: |
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Continuing operations |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Discontinued operations |
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( |
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( |
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( |
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Total diluted income (loss) per share of common stock |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Weighted average number of shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
OUTDOOR HOLDING COMPANY
(Unaudited)
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Preferred Stock |
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Common Stock |
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Additional |
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Accumulated |
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Treasury |
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Number |
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Par Value |
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Number |
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Par Value |
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Capital |
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(Deficit) |
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Stock |
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Total |
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Balance as of March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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- |
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Warrants issued for legal settlement |
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- |
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- |
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- |
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- |
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- |
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- |
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Repurchase of common shares (1) |
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- |
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( |
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( |
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( |
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( |
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Preferred stock dividends |
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- |
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- |
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( |
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Dividends accumulated on preferred stock |
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- |
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- |
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( |
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( |
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Net loss |
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- |
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- |
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( |
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Balance as of June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Warrant issued for extinguishment of debt |
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- |
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- |
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- |
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- |
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- |
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- |
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Preferred stock dividends |
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- |
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- |
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( |
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Dividends accumulated on preferred stock |
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- |
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- |
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( |
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Net income |
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- |
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- |
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Balance as of September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Employee stock awards |
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- |
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- |
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- |
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Repurchase of common shares (1) |
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- |
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- |
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( |
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( |
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( |
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( |
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Preferred stock dividends |
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- |
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- |
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( |
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Dividends accumulated on preferred stock |
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- |
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- |
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( |
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( |
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Net income |
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- |
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- |
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Balance as of December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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(Continued)
5
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
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Preferred Stock |
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Common Stock |
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Additional |
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Accumulated |
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Treasury |
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Number |
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Par Value |
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Number |
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Par Value |
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Capital |
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(Deficit) |
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Stock |
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Total |
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Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Stock-based compensation |
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- |
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Repurchase of common shares (1) |
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- |
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( |
) |
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( |
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( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Preferred stock dividends |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Dividends accumulated on preferred stock |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Treasury shares purchased |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repurchase of common shares (1) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Preferred stock dividends |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Dividends accumulated on preferred |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Treasury shares purchased |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repurchase of common shares (1) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Preferred stock dividends |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||
Dividends accumulated on preferred |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
|
|
For the Nine Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Cash flow from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Loss from discontinued operations, net of tax |
|
|
( |
) |
|
|
( |
) |
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by/(used in) operations: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Debt discount amortization |
|
|
|
|
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|
||
Stock-based compensation |
|
|
|
|
|
|
||
Loss on disposal of assets |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
|
|
|
|
||
Reduction in right of use asset |
|
|
|
|
|
|
||
Gain on sale of equity investment |
|
|
( |
) |
|
|
|
|
Gain on extinguishment of debt |
|
|
( |
) |
|
|
|
|
Valuation allowance |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
( |
) |
|
Changes in current assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Deposits |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued liabilities |
|
|
( |
) |
|
|
|
|
Other noncurrent liabilities |
|
|
|
|
|
|
||
Operating lease liability |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) operating activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flow from investing activities: |
|
|
|
|
|
|
||
Sale of ammunition business assets |
|
|
|
|
|
|
||
Proceeds from the sale of equity investments |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) investing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flow from financing activities: |
|
|
|
|
|
|
||
Payments on insurance premium note |
|
|
|
|
|
( |
) |
|
Preferred stock dividends paid |
|
|
( |
) |
|
|
( |
) |
Repurchase of common shares |
|
|
( |
) |
|
|
( |
) |
Common stock repurchase plan |
|
|
|
|
|
( |
) |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Cash flow from discontinued operations |
|
|
|
|
|
|
||
Net cash used in operating activities of discontinued operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) investing activities of discontinued operations |
|
|
|
|
|
( |
) |
|
Net cash used in financing activities of discontinued operations |
|
|
|
|
|
( |
) |
|
Net cash used in discontinued operations |
|
|
( |
) |
|
|
( |
) |
Net increase/(decrease) in cash |
|
|
|
|
|
( |
) |
|
Cash, beginning of period |
|
|
|
|
|
|
||
Cash, end of period |
|
$ |
|
|
$ |
|
||
(Continued)
7
OUTDOOR HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
|
|
For the Nine Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow disclosures: |
|
|
|
|
|
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Insurance premium note payment |
|
$ |
|
|
$ |
|
||
Issuance of notes payable - related party in DE Litigation settlement |
|
$ |
|
|
$ |
|
||
Discount on notes payable - related party in DE Litigation settlement |
|
$ |
( |
) |
|
$ |
|
|
Warrant issued for legal settlement - related party in DE Litigation settlement |
|
$ |
|
|
$ |
|
||
Warrant issued to extinguish debt |
|
$ |
|
|
$ |
|
||
Dividends accumulated on preferred stock |
|
$ |
|
|
$ |
|
||
Operating lease assets obtained in exchange for new lease liabilities |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY
Outdoor Holding Company ("Outdoor Holding," "we," "us," "our" or the "Company") began its operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker business ("GunBroker") in 2021, we conducted operations through
Prior to the sale of the Ammunition Manufacturing Business (as defined in Note 4) in April 2025 (see “Discontinued Operations and Assets Held for Sale” under Note 4), our Ammunition segment manufactured small arms ammunition and their components for the commercial, military, and law enforcement communities. Our manufacturing operations were based out of Manitowoc, Wisconsin. We emphasized an American heritage by using predominantly American-made components and raw materials in our products that were produced, inspected, and packaged at our facility in Manitowoc. Following the sale of the Ammunition Manufacturing Business, the Company continues to operate its online Marketplace business.
The Company changed its name from AMMO, Inc. to Outdoor Holding Company on April 21, 2025.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Outdoor Holding Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Accounting Basis
The accompanying unaudited condensed consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and, in the opinion of management, reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for the interim periods presented in this report. Additionally, these condensed consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025. The results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period. Pursuant to the rules and regulations of the SEC, the Company has not included certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, although it believes that the disclosure included herein is adequate to make the information presented not misleading.
We use the accrual basis of accounting and U.S. GAAP, and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31st.
Discontinued Operations
In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held
9
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not depreciated or amortized.
The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.
During the year ended March 31, 2025, the Board of Directors of the Company (the "Board of Directors" or "Board") initiated a formal review of strategic alternatives for the Company. This review of strategic alternatives resulted in the decision to sell the assets of the Company's Ammunition segment. The Company concluded the assets of the Ammunition segment met the criteria for classification as held for sale during the three months ended March 31, 2025. Additionally, the Company determined the ultimate disposal would represent a strategic shift that would have a major effect on the Company's operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets and liabilities of the Ammunition segment have been reflected as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheets as of March 31, 2025. The Company ceased depreciating and amortizing its long-lived assets for the Ammunition segment, which primarily include right-of-use assets, intangible assets and property and equipment in the year ended March 31, 2025. On
Unless otherwise noted, all amounts and disclosures included in these notes to the condensed consolidated financial statements reflect only the Company's continuing operations. Refer to Note 4, "Discontinued Operations and Assets Held for Sale," for additional details on discontinued operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for credit losses, valuation of deferred tax assets, useful lives of assets, goodwill, intangible assets, stock-based compensation and warrants.
Goodwill
We evaluate goodwill for impairment annually or more frequently when an event occurs, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flow. Forecasts of future cash flow are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. As of December 31, 2025 and March 31, 2025, the Company had a goodwill carrying value of $
10
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable and Allowance for Credit Losses
Our accounts receivable represents amounts due from customers for fees and sales taxes and include an allowance for estimated credit losses which is estimated based on the collectability and age of the accounts receivable balances and categorization of customers with similar financial condition. Sales taxes collected are remitted to the taxing authorities shortly after receipt.
Cash and Cash Equivalents
For purposes of the condensed consolidated statements of cash flow, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Impairment of Long-Lived Assets
We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Revenue Recognition
We recognize revenue when we transfer control of promised services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. We apply the following five-step model to determine revenue recognition:
Marketplace revenues are generated through our GunBroker online marketplace. Performance obligations are satisfied, and revenue is recognized, as follows:
Marketplace revenue consists of optional listing fees with variable pricing components based on customer options selected from the GunBroker website and final value fees based on a percentage of the final selling price of the listed item. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.
Marketplace service fee revenue, previously referred to as compliance fee revenue, consists of fees charged to customers based on a percentage of the final price of an item at the time of purchase. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.
Shipping revenue consists of fees charged to customers for shipping of sold items listed on the GunBroker website. The performance obligation is to ship the item sold as initiated by the customer. The price is set based on the third-party service provider selected to be used by the customer as well as the speed and location of shipment. Revenue is recognized at a point in time when the shipping label is printed.
Advertising revenue consists of fees charged to customers for advertisement placement and impressions generated through the GunBroker website. The performance obligation is to generate the number of impressions specified by the customer on banner advertisements on the GunBroker website using the placement selected by the customer. The price is set in the customer agreement based on standalone selling prices or by advertising insertion order as negotiated by a media broker. If the number of impressions promised is not generated, the customer receives a refund and the refund is applied to the transaction price. Revenue is recognized at a point in time at the end of the selected month.
11
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended December 31, 2025 and 2024,
Advertising Costs
Marketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. We incurred advertising expenses of $
Leases
We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and lease liabilities.
We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.
Property and Equipment
We state property and equipment at cost, less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally to
We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of December 31, 2025 and March 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts receivable, accounts payable and notes due to related parties. Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Stock-Based Compensation
We account for stock-based compensation at fair value in accordance with ASC 718 – Compensation – Stock Compensation, which requires the recognition of the cost of employee, director and non-employee services received in exchange for an award of equity over the period the employee, director or non-employee is required to perform the services in exchange for the award. Stock-based compensation is measured based on the grant-date fair value of the award. Stock-based compensation for stock awards is recognized on a straight-line basis over the vesting periods and stock-based compensation for stock options is recognized using the accelerated recognition method. Forfeitures are recognized in the periods they occur.
12
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concentrations of Credit Risk
Accounts at banks are insured by the Federal Deposit Insurance Corporation up to $
Income Taxes
We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with ASC 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires that public business entities, on an annual basis, (1) disclose specific categories in the effective tax rate reconciliation and (2) provide additional information for reconciling items that meet or exceed a quantitative threshold. Additionally, it requires all entities disclose the following information about income taxes paid on an annual basis: (1) the year-to-date amounts of income taxes paid, disaggregated by federal (national), state, and foreign taxes, and (2) the amount of income taxes paid, disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. The Company does not expect the guidance to have a material impact on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement expenses (Subtopic 220-40). This ASU requires disclosure about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027 with early adoption permitted. This ASU is applicable to the Company's fiscal year ending March 31, 2027. The transition method may be either prospective or retrospective. While the Company is still evaluating the impact on its consolidated financial statement disclosures, the Company anticipates this guidance will have an impact.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. This ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. This ASU is applicable to the Company's fiscal year beginning on April 1, 2026, with early application permitted. The transition method is prospective. The Company does not expect the guidance to have a material impact on its consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. This ASU is applicable to the Company's fiscal year beginning April 1, 2028, with early adoption permitted. The transition method may be prospective, modified, or retrospective.
13
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The amendments in this update clarify current interim disclosure requirements and provide a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period. This update is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted. This ASU is applicable to the Company's fiscal year beginning April 1, 2028 and we do not expect it to have a material effect on our consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year's presentation. These reclassifications have no effect on the results of operations, shareholders' equity, and cash flow as previously reported.
14
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – INCOME (LOSS) PER COMMON SHARE
We calculate basic income/(loss) per share using the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect is to reduce a loss or increase the income per share. Potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method), and the vesting of restricted stock unit awards.
|
|
For the Three Months Ended December 31, |
|
|
For the Nine Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(Unaudited) |
|
|
(Unaudited) |
|
||||||||||
Numerator: |
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|
|
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|
|
|
|
|
||||
Net income (loss) from continuing operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Less: Preferred stock dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) before discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net loss from discontinued operations, net of tax |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income (loss) attributable to common stockholders |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
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||||
Denominator: |
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||||
Weighted average shares of common stock - basic |
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|
||||
Effect of dilutive common stock purchase warrants |
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|
||||
Effect of dilutive equity incentive awards |
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||||
Weighted average shares of common stock - diluted |
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||||
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||||
Basic income (loss) per share attributable to common stockholders: |
|
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|
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|
|
|
|
|
||||
Continuing operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Total basic income (loss) per share attributable to common stockholders |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
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|
||||
Diluted income (loss) per share attributable to common stockholders: |
|
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|
|
|
|
|
|
|
|
|
|
||||
Continuing operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Total diluted income (loss) per share attributable to common stockholders |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
15
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the number of shares excluded from the calculation of diluted net income (loss) per share attributable to common stockholders:
|
|
For the Three Months Ended December 31, |
|
|
For the Nine Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Common stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-vested stock awards |
|
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|
|
|
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|
|
|
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|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total shares excluded from net income (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 4 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
As previously reported, the Board of Directors initiated a formal review of strategic alternatives for the Ammunition segment during the year ended March 31, 2025. On
16
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Financial Information of Discontinued Operations
There was no activity related to discontinued operations subsequent to June 30, 2025. Accordingly, the Company has not presented results of discontinued operations for the three months ended December 31, 2025. However, for informational purposes, the results of discontinued operations for the three months ended December 31, 2024 are presented in the table below.
|
|
|
For the Nine Months Ended December 31, |
|
|
For the Three Months Ended December 31, |
|
||||||
|
|
|
2025(1) |
|
|
2024 |
|
|
2024 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Net revenues(2) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|||
Gross profit |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|||
Selling and marketing |
|
|
|
|
|
|
|
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|
|||
Corporate general and administrative |
|
|
|
|
|
|
|
|
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|
|||
Employee salaries and related expenses |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|||
Loss from operations |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other income/(expense) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Loss from discontinued operations before income taxes |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Benefit for income taxes |
|
|
|
|
|
|
( |
) |
|
|
|
||
Loss from discontinued operations, net of tax |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
There were
|
|
March 31, 2025 |
|
|
ASSETS |
|
|
|
|
Accounts receivable, net |
|
$ |
|
|
Inventories |
|
|
|
|
Prepaid expenses |
|
|
|
|
Equipment, net |
|
|
|
|
Patents, net |
|
|
|
|
Total assets of discontinued operations |
|
$ |
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Accounts payable |
|
$ |
|
|
Accrued liabilities |
|
|
|
|
Current portion of construction note payable |
|
|
|
|
Construction note payable, net of unamortized issuance costs |
|
|
|
|
Total liabilities of discontinued operations |
|
$ |
|
|
Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell.
Capital expenditures related to discontinued operations were $
17
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – SUPPLEMENTAL BALANCE SHEET INFORMATION
Accounts Receivable
Our net accounts receivable are summarized as follows:
|
|
December 31, |
|
|
March 31, |
|
||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Less: allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
The following presents a reconciliation of our allowance for credit losses for the periods presented:
April 1, 2025 |
|
$ |
|
|
Reduction in allowance |
|
|
( |
) |
Write-off of uncollectible amounts |
|
|
( |
) |
December 31, 2025 |
|
$ |
|
Property and Equipment
Property and equipment consisted of the following at December 31, 2025 and March 31, 2025:
|
|
December 31, 2025 |
|
|
March 31, 2025 |
|
||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Software and equipment |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property and equipment |
|
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net property and equipment |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three and nine months ended December 31, 2025 totaled $
Depreciation expense for the three and nine months ended December 31, 2024 totaled $
Accrued Liabilities
At December 31, 2025 and March 31, 2025, accrued liabilities were as follows:
|
|
December 31, 2025 |
|
|
March 31, 2025 |
|
|
||||
Accrued bonus program |
|
$ |
|
|
|
$ |
|
|
|
||
Accrued professional fees |
|
|
|
|
|
|
|
|
|
||
Accrued payroll |
|
|
|
|
|
|
|
|
|
||
Other accruals |
|
|
|
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
|
|
|
||
Accrued contingency |
|
|
|
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
|
$ |
|
|
|
||
NOTE 6 – LEASES
We lease office space in Scottsdale, AZ and Atlanta, GA under contracts we classify as operating leases. None of our leases are financing leases. The Scottsdale lease has been extended through 2029 and does not include a renewal option.
18
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated lease expense for the three months ended December 31, 2025 was $
Consolidated lease expense for the nine months ended December 31, 2025 was $
The weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2025 were
Future minimum lease payments under non-cancellable leases as of December 31, 2025, are as follows:
Years Ended March 31, |
|
|
|
|
2026(1) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Total Lease Payments |
|
|
|
|
Less: Amount Representing Interest |
|
|
( |
) |
Present Value of Lease Liabilities |
|
$ |
|
|
NOTE 7 – PREFERRED STOCK
On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock").
The Company pays cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its Board of Directors (or a duly authorized committee of its Board of Directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock accrue on the stated amount of $
Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or de-listing event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.
19
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of the dividends paid on the Series A Preferred Stock in the nine months ended December 31, 2025 and 2024.
Dividend Declaration Date |
|
Record Date |
|
Dividend Period |
|
Dividend Payment Date |
|
Dividend |
|
|
Per Share |
|
||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
Preferred dividends accumulated as of December 31, 2025 were $
Dividend Declaration Date |
|
Record Date |
|
Dividend Period |
|
Dividend Payment Date |
|
Dividend |
|
|
Per Share |
|
||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
|
|
|
|
$ |
|
|
|
$ |
|
|
||||||
Preferred dividends accumulated as of December 31, 2024 were $
NOTE 8 – CAPITAL STOCK
Our authorized capital consists of
2017 Equity Incentive Plan
In October 2017, our Board of Directors approved the 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan initially permitted the issuance of equity-based instruments covering up to a total of
2025 Long-Term Incentive Plan
On July 2, 2025, our Board of Directors approved the 2025 Long-Term Incentive Plan (the "2025 Plan") and our stockholders adopted the 2025 Plan at our Annual Meeting of Stockholders on August 29, 2025. The 2025 Plan permits the issuance of equity-based awards to plan participants representing up to a total of
Warrants
On May 30, 2025, we issued a warrant to purchase
On September 17, 2025, we issued a warrant to purchase
20
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2025, outstanding and exercisable stock purchase warrants consisted of the following:
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|||
Outstanding at April 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
— |
|
||
Forfeited or cancelled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Exercisable at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
As of December 31, 2025, we had
Options Granted
During the year ended March 31, 2024, we granted stock options (“Options”) to purchase
The following is a summary of our stock option activity during the nine months ended December 31, 2025:
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Grant Date Fair Value |
|
|
Weighted Average Remaining Life in Years |
|
|||||||||
Outstanding, April 1, 2025 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
||
Canceled/Forfeited |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
||
Outstanding, December 31, 2025 |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|||||
As of December 31, 2025, there was
Stock Awards
A summary of stock award activity for the nine months ended December 31, 2025 under the 2017 Plan is as follows:
|
|
Number of Shares |
|
|
Weighted-Average Grant-Date Fair Value Per Share |
|
|||
Outstanding at April 1, 2025 |
|
|
|
|
$ |
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
||
21
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A summary of stock award activity for the nine months ended December 31, 2025 under the 2025 Plan is as follows:
|
|
Number of Shares |
|
|
Weighted-Average Grant-Date Fair Value Per Share |
|
|||
Outstanding at April 1, 2025 |
|
|
|
|
$ |
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
||
As of December 31, 2025, there was $
NOTE 9 – GOODWILL AND INTANGIBLE ASSETS
The balance of goodwill at December 31, 2025 and March 31, 2025 was $
Amortization expense related to our intangible assets for the three and nine months ended December 31, 2025 was $
Intangible assets consisted of the following:
|
|
|
|
As of |
|
|||||
|
|
Life |
|
December 31, 2025 |
|
|
March 31, 2025 |
|
||
Tradename |
|
|
$ |
|
|
$ |
|
|||
Customer List |
|
|
|
|
|
|
|
|||
Intellectual Property |
|
|
|
|
|
|
|
|||
Other Intangible Assets |
|
|
|
|
|
|
|
|||
Gross Intangibles Assets |
|
|
|
|
|
|
|
|
||
Accumulated Amortization – Intangible Assets |
|
|
|
|
( |
) |
|
|
( |
) |
Net Intangible Assets |
|
|
|
$ |
|
|
$ |
|
||
Annual amortization of intangible assets for the next five fiscal years are as follows:
Years Ended March 31, |
|
Estimates for |
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|
2026 (1) |
|
$ |
|
|
2027 |
|
|
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2028 |
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2029 |
|
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2030 |
|
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Thereafter |
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|
|
Annual amortization of intangible assets |
|
$ |
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|
NOTE 10 – SEGMENTS
We define our segments as those operations whose results our chief operating decision maker ("CODM") reviews to analyze performance and allocate resources. Our CODM is our .
22
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.
The following table presents consolidated EBITDA for our single reportable segment:
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|
For the three months ended December 31, |
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For the nine months ended December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Selling and marketing |
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Corporate and administrative |
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Employee salaries and related expenses |
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||||
Consolidated EBITDA |
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|
( |
) |
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|
( |
) |
||
Adjustments and reconciling items: |
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||||
Depreciation and amortization |
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||||
Other income |
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|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|
|
( |
) |
Gain on the extinguishment of debt |
|
|
|
|
|
|
|
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|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net income (loss) from continuing operations |
|
$ |
|
|
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
|
NOTE 11 – INCOME TAXES
The income tax provision effective tax rate was
The Company has never had an Internal Revenue Service audit; therefore, the tax periods ended March 31, 2021, 2022, 2023, 2024, and 2025 are subject to audit.
NOTE 12 – RELATED PARTY TRANSACTIONS
Gemini Accounts Receivable
Through our acquisition of Gemini Direct Investments, LLC ("Gemini") in 2021, a related party relationship was created through Mr. Urvan, then a director and now our Chairman of the Board and Chief Executive Officer, by virtue of his ownership of entities that provided services to Gemini. There was $
Warrants
7M Warrant
As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, the Company issued an affiliated designee of Mr. Urvan, a warrant (the “Warrant”) to purchase
23
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
after November 30, 2025, provided that the Warrant automatically vests and becomes exercisable in certain circumstances, such as bankruptcy, liquidation, termination of the business or other similar events, as well as upon consummation of any Extraordinary Transaction (as defined in the Warrant).
Pursuant to the terms of the Warrant, the Warrant shares may not, subject to certain exceptions, be sold, assigned, transferred or otherwise distributed without prior approval from a majority of the disinterested and independent members of the Board of Directors, provided that on each of the first three anniversaries of May 30, 2025, the holder may transfer
We evaluated the Warrant in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). We determined that the Warrant meets the criteria for equity classification since the Warrant is indexed to the Company's equity and includes settlement in shares. The Warrant was valued using the Black-Scholes option pricing model using a
13M Warrant
On September 17, 2025, the independent and disinterested members of the Board of Directors solely approved the exercise of the Prepayment Option on Note 2, as described below, and we issued the
We evaluated the 13M Warrant in accordance with ASC 815. We determined that the 13M Warrant meets the criteria for equity classification since the 13M Warrant is indexed to the Company's equity and includes settlement in shares. The 13M Warrant was valued using the Black-Scholes option pricing model using a
$12M Note Payable
As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, on May 30, 2025, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note for a principal amount of $
Pursuant to the terms of Note 1, the Company is required to make annual prepayments such that $
We evaluated Note 1 in accordance with ASC 470, Debt ("ASC 470"). Note 1 was initially recorded at its calculated fair value of $
During the three and nine months ended December 31, 2025, we recorded interest expense on Note 1 of $
$39M Note Payable
As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, on May 30, 2025, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note in a principal amount of $
24
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
May 30, 2035.
Pursuant to the terms of Note 2, we were required to make annual prepayments of the outstanding principal amount on Note 2 equal to $
We evaluated Note 2 in accordance with ASC 470. Note 2 was initially recorded at its calculated fair value of $
On September 17, 2025, the independent and disinterested members of the Board of Directors solely approved the exercise of the Prepayment Option and we issued the
The Additional Warrant has a
During the three and nine months ended December 31, 2025, we recorded interest expense on Note 2 of
NOTE 13 – REVOLVING LOAN
On December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and the other borrowers party to the Sunflower Agreement, the lenders party thereto (collectively, the “Lenders”) and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”), pursuant to which the Lenders provided us a revolving loan ("Revolving Loan") in the principal amount of the lesser of (a) $
On April 18, 2025, we entered into a Consent and Second Amendment to the Sunflower Agreement (the "Second Sunflower Loan Amendment"). Pursuant to the Second Sunflower Loan Amendment, we and the Agent agreed to, among other things: (i) release the Agent’s security interest in all collateral securing our obligations under the Sunflower Agreement upon consummation of the sale of the Ammunition Manufacturing Business; (ii) reduce all amounts available under the Revolving Loan to zero dollars as of the effective date of the Second Sunflower Loan
25
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $
Upon signing of the Second Sunflower Loan Amendment, the Revolving Line Availability was reduced to zero dollars and will remain at zero dollars unless we provide the Agent with a security interest in new collateral or otherwise further amend the Sunflower Agreement.
On May 13, 2025, the Company entered into a Third Amendment to the Sunflower Agreement (the “Third Sunflower Loan Amendment”). Pursuant to the Third Sunflower Loan Amendment, we and the Agent agreed to change the definitions in the Sunflower Agreement of: (i) “AMMO, Inc” to “Outdoor Holding Company,” (ii) “Ammo” to “OHC,” (iii) “AMMO TECHNOLOGIES, INC” to “OHC TECHNOLOGIES, INC,” and (iv) "AMMO MUNITIONS, INC” to “OHC MUNITIONS, INC.”
As of December 31, 2025, we did
NOTE 14 – CONTINGENCIES
Certain conditions may exist as of the date the condensed consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed.
Delaware Litigation
On April 30, 2023, Steve Urvan filed suit in the Delaware Court of Chancery (the "Delaware Court") against the Company, and certain Company directors, former directors, employees, former employees and consultants. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Urvan’s claims included fraudulent inducement, unjust enrichment and violations of the Arizona Securities Act. The suit sought a court order for partial rescission of the Company’s acquisition of GunBroker.com and compensatory damages of not less than $
On December 20, 2024, the Board of Directors held a meeting, during which it voted to pursue a settlement and voted to approve terms outlined in a non-binding term sheet. On May 21, 2025, the Company entered into a settlement agreement with Mr. Urvan and certain other parties, which became effective on May 30, 2025, pursuant to which the parties to the settlement agreement filed a Stipulation of Voluntary Dismissal With Prejudice dismissing, with prejudice, all claims asserted in the Delaware Litigation. As partial consideration for the settlement, the Company issued the Warrant and the Notes to an affiliate of Mr. Urvan. We recorded a settlement contingency of $
The MN Action
On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleges that GunBroker.com breached a May 2021
26
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleges $
SEC Investigation
The Company faced an inestimable loss contingency stemming from a previously-pending investigation of the Staff of the SEC Division of Enforcement (the "SEC Investigation"). The Company produced documents responsive to document subpoenas and cooperated by, among other things, providing other information to the SEC Staff on a voluntary basis. The SEC Staff investigated the Company’s: (i) valuation of, and accounting for share-based compensation awards to employees, non-employee directors and other service providers, and issued in exchange for goods and services; (ii) capitalization of certain share issuance costs; (iii) disclosure of the valuation of equity-based compensation paid to certain executives; (iv) disclosure of certain executive officers and related party transactions; and (v) disclosure concerning the calculation of Adjusted EBITDA. The Company made an Offer of Settlement to the SEC, and on December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully concluded and resolved the SEC Investigation. Under the terms of the settlement, the SEC did not impose a civil penalty or any other monetary relief. Without admitting or denying the findings of the cease-and-desist order except as to the SEC’s jurisdiction, the Company agreed to cease and desist from committing or causing any violations and any future violations of specified provisions of the federal securities laws and rules promulgated thereunder.
Vista
On July 28, 2025, Vista Outdoor Sales, LLC d/b/a The Kinetic Group Sales ("Vista") filed a civil action against the Company in the United States District Court for the District of Minnesota alleging a breach of contract from an OEM Supplier and Ammunition Purchase Option Agreement dated August 9, 2021. After the Company’s divestiture of the Ammunition Business, it could no longer purchase ammunition manufacturing components.
On November 21, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “Vista Settlement and Release”) with Vista to resolve the matter. Under the terms of the Vista Settlement and Release, the Company agreed to pay Vista an aggregate of $
As of December 31, 2025, the Company had a liability of $
There were
NOTE 15 – SUBSEQUENT EVENTS
On January 4, 2026, the Board authorized a discretionary share repurchase program pursuant to which the Company may repurchase up to $
27
OUTDOOR HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company’s Board of Directors or management. Any repurchases under the program will be funded from the Company’s existing cash balances, future operating cash flows, or other legally available funds.
28
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are any statements that refer to our estimated or anticipated results, other non-historical facts or future events and include, but are not limited to, statements regarding our business strategy; anticipated future operating results and operating expenses, cash flow, capital resources, dividends and liquidity; competition; trends, opportunities and risks affecting our business, industry and financial results; future expansion or growth plans and potential for future growth, including our plan to expand our e-commerce platform; our ability to attract new customers and retain existing customers; our ability to accurately forecast future revenues and appropriately plan our expenses; our expectations regarding future revenues; our ability to attract and retain qualified employees and key personnel; future regulatory, judicial and legislative changes; and the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs over the next 12 months. In addition, forward-looking statements also consist of statements involving trend analyses and statements including such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” "hope," and similar expressions or the negative of such terms or other comparable terminology.
Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on management’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
Forward-looking statements speak only as of the date of this report. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date of this report, except to the extent required by law.
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (i) the accompanying unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended December 31, 2025, (ii) the audited consolidated financial statements and notes thereto for the year ended March 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2025 (the "Form 10-K") and (iii) the discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. Except for certain information as of March 31, 2025, all amounts herein are unaudited. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Outdoor Holding Company (formerly AMMO, Inc.) and its consolidated subsidiaries.
Overview
Outdoor Holding Company is the owner of the GunBroker Marketplace ("GunBroker" or the "Marketplace"), a leading online marketplace serving the firearms and shooting sports industries. Through our Marketplace, we allow third party sellers to list items consisting of firearms, hunting gear, fishing equipment, outdoor gear, collectibles, and much more, while facilitating compliance with federal and state laws that govern the sale of firearms and other restricted items. This allows our base of over 8.7 million users to follow ownership policies and regulations through our network of approximately 31,000 federally licensed firearms dealers who serve as transfer agents. The nature and operation of the Marketplace as an online auction and sales platform also affords us a unique view into the total domestic market for the purpose of understanding sales trends at a granular level across all elements of the outdoor sports and shooting space. We generate revenue from marketplace fees, which include marketplace revenue, marketplace service fee revenue (previously referred to as compliance fee revenue), advertising campaign revenue and shipping revenue. Our key strategic initiatives for the remainder of fiscal year 2026 and first two quarters of fiscal year 2027 include: launching universal payment processing to drive electronic transactions, decrease transaction friction, increase gross merchandise value ("GMV"), and accelerate user adoption; deploy capital opportunistically by repurchasing shares; advancing our restructuring efforts to further streamline the business and reduce operational costs; and implementing further user enhancements to the platform with new tools, analytics, and personalization features to deliver best-in-class buyer and seller experiences.As part of our key strategic initiatives, the Company invested in a platform integration with Master FFL beginning in November 2025. Master FFL integration allows us to provide platform users access to a larger network of Federal Firearms License ("FFL") dealers, centralizing FFL dealer verification and compliance, and allowing streamlined firearm transfers through automatic verification of federally-licensed firearm dealers. While integration is in progress and may temporarily affect gross margins, the initiative supports long-term marketplace scalability, enhances federal compliance, and improves operational efficiency across our Marketplace.
Recent Developments
Discontinued Operations
We began our operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker.com business in 2021, we conducted operations through two operating and reportable segments, Ammunition and Marketplace. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition component and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace, which, in its role as an e-commerce marketplace site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories.
In fiscal year 2025, we initiated a formal review of various strategic alternatives. This review resulted in the decision to sell the Ammunition segment. On January 20, 2025, we entered into an Asset Purchase Agreement, as amended (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), pursuant to which the Buyer
30
agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. On April 21, 2025, we changed our name from “AMMO, Inc.” to “Outdoor Holding Company”. As of January 20, 2025, the Ammunition segment met the held for sale and discontinued operations accounting criteria. For information on discontinued operations, refer to Note 2 to our condensed consolidated financial statements under the caption “Discontinued Operations” and Note 4, "Discontinued Operations and Assets Held for Sale".
Settlement of Delaware Litigation
As described in Note 12, “Related Party Transactions” and Note 14, “Contingencies,” in April 2023, Steven F. Urvan filed a lawsuit against the Company and certain of its directors, former directors, employees, former employees, and consultants, related to the Company’s acquisition of GunBroker.com and certain affiliated companies. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. In May 2023, the Board of Directors established a special committee to address the litigation initiated by Mr. Urvan, as well as a separate lawsuit subsequently filed by the Company against Mr. Urvan (the lawsuit filed by Mr. Urvan together with the lawsuit filed by the Company, the “Delaware Litigation”).
On May 21, 2025, the Company entered into a Settlement Agreement (the “Settlement Agreement”), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Speedlight”), Mr. Urvan, and the following persons, each of whom serves or previously served on the Board of Directors: Richard R. Childress, Jared Smith, Fred W. Wagenhals and Russell Williams Wallace, Jr. (collectively, the “Legacy Directors”). The Settlement Agreement became effective as of 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”). As a result and pursuant to the Settlement Agreement, effective as of the Settlement Effective Date, (i) Jared Smith resigned as a member of the Board of Directors and from his position as the Chief Executive Officer of the Company and as an officer or member of each of the Company’s direct and indirect subsidiaries and (ii) Mr. Urvan was appointed as the Chief Executive Officer of the Company and as the Chairman of the Board of Directors. In addition, in accordance with the Settlement Agreement, on June 3, 2025, the Company, Speedlight, Mr. Urvan and the Legacy Directors filed a Stipulation of Voluntary Dismissal With Prejudice dismissing, with prejudice, all claims asserted in the Delaware Litigation.
As partial consideration for the settlement, on the Settlement Effective Date, the Company issued to an affiliated designee of Mr. Urvan, a warrant to purchase 7.0 million shares of Common Stock (the “Warrant”). The Warrant has a five-year term and an exercise price of $1.81 per share. Pursuant to the terms of the Warrant, the Warrant is exercisable at the holder’s discretion, in whole or in part, on or after the six-month anniversary of the Settlement Effective Date, subject to certain accelerated vesting in certain circumstances.
In addition to the Warrant, the Company issued to an affiliated designee of Mr. Urvan, (i) an unsecured promissory note in a principal amount of $12.0 million (“Note 1”) and (ii) an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”). Note 1 bears interest at 6.50% per annum (subject to a 2.00% increase during an event of default), which interest is payable to the holder annually on the anniversary of the Settlement Effective Date, beginning on the first anniversary of the Settlement Effective Date (each interest payment due date, an “Interest Payment Date”). Note 2 bore interest at a rate per annum equal to the applicable federal rate for long-term loans in effect on the Settlement Effective Date (subject to a 2.00% increase during an event of default), which was payable to the holder annually on the Interest Payment Date.
The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on the 12th anniversary of the Settlement Effective Date. Pursuant to the terms of Note 1, the Company is required to make annual prepayments of $1.0 million (inclusive of accrued and unpaid interest then due and payable) to the holder on each Interest Payment Date. The Company has the right to prepay all or any part of the principal or interest of Note 1 without penalty.
With respect to Note 2, the Company also had the option, at any time prior to the first anniversary of the Settlement Effective Date, to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and
31
accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of Common Stock (the “Prepayment Option”). On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant to Mr. Urvan’s affiliated designee. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 were deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. The Additional Warrant has a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant is exercisable at the holder’s discretion, in whole or in part, on or after September 17, 2026, subject to accelerated vesting in certain circumstances. Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.
Settlement of SEC Investigation
As previously disclosed, the Company was subject to an investigation by the U.S. Securities and Exchange Commission (the “SEC”) relating to certain accounting, disclosure, and internal control issues primarily arising during periods prior to the tenure of the Company’s current management team. The Company made an Offer of Settlement to the SEC, and on December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully resolved the investigation. The Company consented to the entry of the cease-and-desist order (the “SEC Order”) without admitting or denying the SEC’s findings, except as to jurisdiction.
Under the terms of the settlement, the SEC did not impose any civil penalty or monetary sanction. The Company agreed to cease and desist from committing or causing any future violations of certain provisions of the federal securities laws and related rules. The SEC’s findings relate primarily to historical disclosure failures, accounting misstatements, non-GAAP financial metric disclosures, and deficiencies in internal accounting controls during the period from August 2020 through July 2023. As part of the SEC settlement, the Company agreed to undertakings requiring it to engage a third-party compliance consultant to review and make recommendations concerning the remediation of material weaknesses in internal control over financial reporting. The Company is required to cooperate fully with the consultant, adopt and implement the consultant’s recommendations within two years of the SEC Order, and provide written certifications of compliance to the SEC staff.
The Company began significant remediation efforts prior to the settlement and has continued those efforts following the resolution of the SEC matter. These actions have included, among other measures, conducting an independent internal investigation, restating affected historical financial statements, replacing prior senior leadership, expanding and enhancing the accounting and external reporting function, retaining external accounting and internal control advisors, strengthening policies and procedures related to expense classification, capitalization, and stock-based compensation, enhancing period-end close and reconciliation controls, establishing a formal disclosure committee, and implementing a more robust process for identifying and disclosing related-party transactions.
The settlement with the SEC did not result in any civil penalty or disgorgement and, accordingly, did not have any direct adverse impact on the Company’s liquidity or capital resources. However, the Company has incurred, and expects to continue to incur, costs related to compliance with the settlement undertakings and indemnification of three former directors and officers. These costs include fees and expenses associated with the compliance consultant and ongoing internal control remediation activities, along with advancement of legal expenses to former directors and officers against whom the SEC has instituted a separate enforcement action. These costs may be material in individual reporting periods but are not expected to impair the Company’s ability to meet its obligations or execute its business strategy.
Management believes that the resolution of the SEC investigation eliminates a significant source of uncertainty and allows the Company to focus on operating its business, enhancing its control environment, and pursuing its strategic objectives. While management cannot provide assurance regarding the timing or ultimate effectiveness of all remediation efforts, the Company believes it has made, and will continue to make, appropriate progress in remediating the identified internal accounting control deficiencies and strengthening its governance, disclosure and financial reporting processes.
32
Results of Operations
The following table presents summarized financial information taken from our unaudited condensed consolidated statements of operations for the three and nine months ended December 31, 2025, compared with the three and nine months ended December 31, 2024:
|
|
For the Three Months Ended December 31, |
|
|
For the Nine Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(unaudited) |
|
|
(unaudited) |
|
||||||||||
Net revenues |
|
$ |
13,394,465 |
|
|
$ |
12,521,867 |
|
|
$ |
37,236,005 |
|
|
$ |
36,786,879 |
|
Cost of revenues |
|
|
1,730,755 |
|
|
|
1,571,771 |
|
|
|
4,796,238 |
|
|
|
4,885,872 |
|
Gross profit |
|
|
11,663,710 |
|
|
|
10,950,096 |
|
|
|
32,439,767 |
|
|
|
31,901,007 |
|
Operating expenses |
|
|
9,697,927 |
|
|
|
31,461,036 |
|
|
|
35,777,635 |
|
|
|
64,672,926 |
|
Income (loss) from operations |
|
|
1,965,783 |
|
|
|
(20,510,940 |
) |
|
|
(3,337,868 |
) |
|
|
(32,771,919 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense), net |
|
|
264,467 |
|
|
|
116,225 |
|
|
|
1,110,253 |
|
|
|
480,388 |
|
Income (loss) before provision for income taxes from continuing operations |
|
|
2,230,250 |
|
|
|
(20,394,715 |
) |
|
|
(2,227,615 |
) |
|
|
(32,291,531 |
) |
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,968,414 |
|
Net income (loss) from continuing operations |
|
$ |
2,230,250 |
|
|
$ |
(20,394,715 |
) |
|
$ |
(2,227,615 |
) |
|
$ |
(38,259,945 |
) |
Non-GAAP Financial Measures
We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under accounting principles generally accepted in the United States (“GAAP”), the following information includes key operating metrics and non-GAAP financial measures that we use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company's performance. We have included these non-GAAP financial measures in this Form 10-Q because they are key measures management uses to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.
33
Adjusted EBITDA
|
|
For the Three Months Ended December 31, |
|
|
|
For the Nine Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
2025 |
|
|
2024 |
|
||||
|
|
(Unaudited) |
|
|
|
(Unaudited) |
|
||||||||||
Reconciliation of GAAP net income (loss) before discontinued operations to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) before discontinued operations |
|
$ |
1,464,625 |
|
|
$ |
(21,177,355 |
) |
|
|
$ |
(4,515,983 |
) |
|
$ |
(40,599,356 |
) |
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
5,968,414 |
|
Preferred stock dividend |
|
|
765,625 |
|
|
|
782,640 |
|
|
|
|
2,288,368 |
|
|
|
2,339,411 |
|
Depreciation and amortization |
|
|
3,633,722 |
|
|
|
3,410,758 |
|
|
|
|
10,719,334 |
|
|
|
10,132,037 |
|
Interest expense, net |
|
|
245,865 |
|
|
|
45,480 |
|
|
|
|
1,523,791 |
|
|
|
136,402 |
|
Stock-based compensation |
|
|
469,635 |
|
|
|
1,040,414 |
|
|
|
|
1,257,460 |
|
|
|
3,663,446 |
|
Other income (expense), net |
|
|
(510,332 |
) |
|
|
(161,705 |
) |
|
|
|
(1,832,150 |
) |
|
|
(616,790 |
) |
Acquisitions and divestitures |
|
|
— |
|
|
|
144,078 |
|
|
|
|
108,747 |
|
|
|
298,306 |
|
Special Committee Investigation and restatement |
|
|
161,238 |
|
|
|
4,593,484 |
|
|
|
|
1,537,158 |
|
|
|
5,548,341 |
|
SEC Investigation |
|
|
(201,610 |
) |
|
|
3,052,392 |
|
|
|
|
(1,172,597 |
) |
|
|
8,294,437 |
|
Delaware Litigation settlement contingency |
|
|
— |
|
|
|
10,991,003 |
|
|
|
|
— |
|
|
|
10,991,003 |
|
Delaware Litigation legal and professional fees |
|
|
434,668 |
|
|
|
1,541,735 |
|
|
|
|
1,641,915 |
|
|
|
2,870,618 |
|
Corporate restructuring costs |
|
|
86,290 |
|
|
|
— |
|
|
|
|
2,091,576 |
|
|
|
— |
|
Gain on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
|
(801,894 |
) |
|
|
— |
|
Other nonrecurring expenses(1) |
|
|
— |
|
|
|
— |
|
|
|
|
1,750,000 |
|
|
|
3,299,933 |
|
Adjusted EBITDA |
|
$ |
6,549,726 |
|
|
$ |
4,262,924 |
|
|
|
$ |
14,595,725 |
|
|
$ |
12,326,202 |
|
To more clearly present Adjusted EBITDA, we have updated the table to begin with our net income (loss) before discontinued operations and now include the preferred stock dividend as an adjustment. This update has no impact on the Adjusted EBITDA amount, rather, it improves the alignment of the presentation with our consolidated statement of operations. Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss) before discontinued operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net income (loss) before discontinued operations excluding (i) provision or benefit for income taxes, (ii) preferred stock dividend (iii) depreciation and amortization, (iv) interest expense, net, (v) stock-based compensation expenses relating to stock awards and common stock purchase options, (vi) other income (expense), net, (vii) expenses related to acquisition and divestitures, (viii) gain on extinguishment of debt, (xi) professional service and legal fees related to an investigation conducted by a special committee of the Board of Directors (the “Special Committee Investigation”), the SEC Investigation and the Delaware Litigation and (x) other nonrecurring expenses, such as contingencies associated with litigation or settlements and corporate restructuring costs related to headcount reductions, severance, and expense consolidation.
We believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.
Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
34
Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net income (loss) and our other financial results presented in accordance with GAAP.
Net Revenues
We generate revenue from marketplace fees, which includes marketplace revenue, marketplace service fee revenue, advertising revenue and shipping revenue. Marketplace revenue consists of optional listing fees with variable pricing components based on customer options and final value fees based on a percentage of the final selling price of the listed item. Marketplace service fee revenue consists of fees charged to customers based on the final price of an item at the time of purchase. Effective as of the current reporting period, the fee previously referred to as the compliance fee is now called the marketplace service fee. This fee is assessed by GunBroker and added to the price of the item at the time of purchase for all buyers, based on the final price of an item at the time of purchase. The change in terminology reflects the nature of the fee as a service-related charge rather than a regulatory compliance charge. The marketplace service fee helps offset increased costs associated with compliance with new state laws related to taxation, privacy, and firearms, which have significantly increased GunBroker’s operational compliance expenses. Advertising revenue consists of fees charged for advertisement placement and impressions generated through the GunBroker website. Shipping revenue consists of fees for shipping of items sold on the GunBroker website.
Net revenues for the three months ended December 31, 2025 increased $0.9 million, or 7.0%, from the three months ended December 31, 2024 due to increased GMV from our Marketplace driven by increases in firearms sales.
Net revenues for the nine months ended December 31, 2025 increased by $0.4 million, or 1.2%, from the prior period due to an increase in GMV generated from our Marketplace in addition to an increase in advertising revenue.
Cost of Revenues
Cost of revenues consists of costs associated with facilitating transactions on the GunBroker platform as well as advertising costs.
Cost of revenues increased $0.1 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase is associated with higher transaction volume and investments in the platform.
Cost of revenues for the nine months ended December 31, 2025 decreased $0.1 million compared to the nine months ended December 31, 2024. This decrease was primarily the result of a decrease in credit card processing fees.
Gross Margin
Our gross margin, which measures our gross profit as a percentage of sales, decreased slightly to 87.1% for the three months ended December 31, 2025 compared to 87.4% for the three months ended December 31, 2024. This decrease in gross margin was primarily the result of the efforts around the implementation of the Master FFL platform. For the nine months ended December 31, 2025, our gross margin increased to 87.1% from 86.6% for the nine months ended December 31, 2024. The increase in gross margin was a result of improved platform monetization and an increasing mix of high-margin seller services, such as advertising and listing enhancements.
Operating Expenses
Operating expenses consist of selling and marketing expenses, which include tradeshows and marketing expenses; corporate general and administrative expenses, which include legal and professional fees, insurance and rent; employee salaries and related expenses, which include salaries, benefits and stock-based compensation and depreciation and amortization expenses.
Operating expenses decreased by $21.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The decrease in operating expenses was the result of a reduction of $11.0 million in settlement contingencies that were recorded in the three months ended December 31, 2024 without a
35
corresponding expense in the three months ended December 31, 2025, a decrease of $9.3 million in legal and professional fees primarily related to the completion of the Delaware Litigation, the Special Committee Investigation and restatement and the SEC Investigation, a reduction of stock-based compensation expense of $0.5 million due to a reduction in stock award grants, a $0.5 million reduction in salaries and related expenses also due to reduced headcount, a $0.2 million reduction in corporate insurance expense due to the sale of the Ammunition Manufacturing Business, and a $0.5 million reduction in bad debt expense as a result of increased collection efforts. These decreases were partially offset by a $0.2 million increase in depreciation and amortization expense due to increased capitalized software development costs.
Operating expenses decreased by $28.9 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. The decrease in operating expenses was primarily the result of a reduction of $12.3 million in settlement contingencies, as well as a decrease in stock-based compensation expense of $2.4 million due to a reduction in stock award grants, a decrease of $4.0 million due to the completion of the Special Committee Investigation and restatement, a decrease of $10.6 million in legal fees related to the completion of the Delaware Litigation and the SEC Investigation, including a $2.0 million reduction in legal fees associated with recording a receivable from our directors and officers insurance. These decreases were partially offset by an increase of $0.6 million in depreciation and amortization resulting from increased capitalized software development costs.
Other Income and Expenses, Net
Total other income, net for the three months ended December 31, 2025 increased by $0.1 million compared to the three months ended December 31, 2024. This increase was the result of an increase in interest income of $0.3 million generated from holding a higher cash balance, partially offset by the increase in interest expense of $0.2 million related to the interest obligation from Notes issued in the Delaware Litigation settlement.
Total other income, net for the nine months ended December 31, 2025 increased by $0.6 million compared to the nine months ended December 31, 2024. This increase was primarily the result of recognizing an $0.8 million gain on the extinguishment of Note 2 due to the conversion to the Additional Warrant in addition to an increase in other income of $1.2 million, $0.8 million of which was interest earned due to a higher cash balance and $0.4 million of which was associated with the sale of equity securities. These increases were partially offset by an increase in interest expense of $1.4 million related to the Notes issued in the Delaware Litigation settlement.
Income Taxes
For the three and nine months ended December 31, 2025, we did not record a provision or benefit for federal and state income taxes due to recording a full valuation allowance against our net deferred tax assets. For the three and nine months ended December 31, 2024, we recorded a provision for federal and state income taxes of approximately zero and $6.0 million respectively. The change in tax benefit for the nine months ended December 31, 2024 was the result of recording a full valuation allowance against our deferred tax assets as we concluded it is more likely than not that the net deferred tax assets will not be realized.
Liquidity and Capital Resources
As of December 31, 2025, we had $69.9 million of cash and cash equivalents, an increase of $39.6 million from March 31, 2025. The increase was primarily attributable to the net proceeds received from the sale of the Ammunition Manufacturing Business of $42.9 million partially offset by cash used in operations.
Working Capital is summarized and compared as follows:
|
|
December 31, 2025 |
|
|
March 31, 2025 |
|
||
Current assets |
|
$ |
82,518,544 |
|
|
$ |
72,148,138 |
|
Current liabilities |
|
|
20,652,556 |
|
|
|
62,092,917 |
|
|
|
$ |
61,865,988 |
|
|
$ |
10,055,221 |
|
Changes in cash flow are summarized as follows:
Operating Activities
For the nine months ended December 31, 2025, net cash provided by operations was primarily the result of the benefit of non-cash expenses for depreciation and amortization, stock based compensation and a reduction in the allowance for doubtful accounts, partially offset by a reduction in accounts payable and accrued liabilities primarily
36
associated with a decrease in legal and professional fees, as well as an increase in prepaid expenses and other current assets associated with payments for annual insurance and a receivable due from claims under the directors and officers insurance policy.
For the nine months ended December 31, 2024, net cash provided by operations was primarily the result of an increase in accrued liabilities and accounts payable related to unpaid legal and professional fees. The cash provided by operations also included the benefit of non-cash expenses for depreciation and amortization, employee stock compensation, and the change in the valuation allowance placed on deferred income taxes.
Investing Activities
For the nine months ended December 31, 2025, net cash provided by investing activities consisted primarily of proceeds of $42.9 million related to the sale of the Ammunition Manufacturing Business and $0.5 million in proceeds from the sale of an equity investment, partially offset by $2.2 million in capitalized development costs related to our Marketplace.
For the nine months ended December 31, 2024, net cash used in investing activities consisted of $3.0 million related to capitalized development costs for our Marketplace.
Financing Activities
For the nine months ended December 31, 2025, net cash used in financing activities consisted of $2.2 million in payments of preferred stock dividends and $0.3 million used in the repurchase of common stock to cover taxes on shares issued to employees.
For the nine months ended December 31, 2024, net cash used in financing activities consisted of $2.2 million of insurance premium note payments, $2.2 million in payments of preferred stock dividends, $5.9 million used to repurchase shares of common stock pursuant to our then-existing repurchase plan, and $0.5 million used in the repurchase of common shares to cover taxes on shares issued to employees.
Liquidity
We expect existing working capital and cash flows from operations to be adequate to fund our operations over the next 12 months. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, sales of equity, the sale of our Ammunition Manufacturing Business and related-party notes. These sources have been adequate to fund our recurring cash expenditures including but not limited to our working capital requirements, capital expenditures to expand our operations, debt repayments, and acquisitions. In the longer-term, we intend to continue to use the aforementioned sources of funding for our share repurchase program, capital expenditures, debt repayments and any potential acquisitions.
Leases
We currently lease three locations, two of which are office space and one that is a 2,660 square-foot mixed-use warehouse space in Marietta, GA. The lease for the mixed-use warehouse space commenced on October 1, 2025 and expires in October 2028. On October 1, 2025, we moved our corporate headquarters to our leased facility in Atlanta, Georgia. We have vacated the premises of our Scottsdale, Arizona leased office property and intend to sublease it. As of December 31, 2025, we had $1.4 million of fixed lease payment obligations with $0.6 million payable within the next 12 months. Please refer to Note 6, "Leases" for additional information.
Promissory Notes Issued in Settlement of the Delaware Litigation
As described in the "Recent Developments" section above, on May 30, 2025, we issued Note 1 and Note 2 pursuant to the Settlement Agreement. The aggregate principal amount of Note 1 and Note 2 was $51.0 million, and we were required to make aggregate annual prepayments of $2.95 million beginning on May 30, 2026.
For the three months ended December 31, 2025, we recorded interest expense of $245,865 on Note 1 and no interest expense on Note 2. For the nine months ended December 31, 2025, we recorded interest expense of $573,685 and $950,070 on Note 1 and Note 2, respectively.
On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant in satisfaction of Note 2. The prepayment of Note 2 was accounted for as an extinguishment of debt and a gain of $801,894 was recognized on the condensed consolidated statement of operations. The remaining principal balance on Note 1 is $12.0 million and we are required
37
to make an annual prepayment of $1.0 million on Note 1 beginning on May 30, 2026.
Revolving Loan
On December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and the other borrowers party to the Sunflower Agreement, the lenders party thereto (collectively, the “Lenders”) and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”), pursuant to which the Lenders provided us a revolving loan ("Revolving Loan") in the principal amount of the lesser of (a) $20.0 million (the “Total Commitment Amount”) and (b) the borrowing base (a formula based on certain amounts owed to borrower for goods sold or services provided and eligible inventory). The proceeds of loans under the Sunflower Agreement could be used for working capital, general corporate purposes, permitted acquisitions, to pay fees and expenses incurred in connection with the Revolving Loan, to facilitate our stock repurchase program and to fund our general business requirements.
We could borrow, repay and re-borrow under the Revolving Loan until December 29, 2026, at which time the commitments would terminate and all outstanding loans, together with all accrued and unpaid interest, must be repaid. If the Revolving Loan is refinanced by another lender prior to December 29, 2026, there is an additional fee payable concurrently with such refinancing based on a percentage (ranging from 1.0% to 3.0%) of the Total Commitment Amount depending on the date of the refinancing. Upon an event of default under the Sunflower Agreement, all obligations under the Sunflower Agreement would bear interest at a rate equal to three (3.0) percentage points above the interest rate applicable immediately prior to the occurrence of the event of default.
On April 18, 2025, we entered into a Consent and Second Amendment to the Sunflower Agreement (the "Second Sunflower Loan Amendment"). Pursuant to the Second Sunflower Loan Amendment, we and the Agent agreed to, among other things: (i) release the Agent’s security interest in all collateral securing our obligations under the Sunflower Agreement upon consummation of the sale of the Ammunition Manufacturing Business; (ii) reduce all amounts available under the Revolving Loan to zero dollars as of the effective date of the Second Sunflower Loan Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $5.0 million, representing 100% of the Revolving Line Commitment (as defined in the Sunflower Agreement) available under the Sunflower Agreement, executed by the Company in favor of Agent as of the effective date of the Second Sunflower Loan Amendment; and (iv) certain other amendments to the Company's customary covenants and obligations under the Sunflower Agreement that only take effect in the event the Revolving Line Availability (as defined in the Sunflower Agreement) is greater than zero dollars.
Upon signing of the Second Sunflower Loan Amendment, the Revolving Line Availability was reduced to zero dollars and will remain at zero dollars unless we provide the Agent with a security interest in new collateral or otherwise further amend the Sunflower Agreement.
On May 13, 2025, the Company entered into a Third Amendment to the Sunflower Agreement (the “Third Sunflower Loan Amendment”). Pursuant to the Third Sunflower Loan Amendment, we and the Agent agreed to change the definitions in the Sunflower Agreement of: (i) “AMMO, Inc” to “Outdoor Holding Company,” (ii) “Ammo” to “OHC,” (iii) “AMMO TECHNOLOGIES, INC” to “OHC TECHNOLOGIES, INC,” and (iv) "AMMO MUNITIONS, INC” to “OHC MUNITIONS, INC.”
As of December 31, 2025, we did not have an outstanding balance on the Revolving Loan.
Share Repurchase Program
On January 4, 2026, the Board authorized a discretionary share repurchase program pursuant to which we may repurchase up to $15.0 million of our outstanding common stock over a period of twelve months. Repurchases under the program may be made from time to time, in management’s discretion, through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on factors including market conditions, our liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors or management. Any repurchases under the program will be funded from our existing cash balances, future operating cash flows, or other legally available funds.
38
Off-Balance Sheet Arrangements
As of December 31, 2025 and March 31, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.
Critical Accounting Estimates
Our condensed consolidated financial statements were prepared in accordance with GAAP. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Our estimates are evaluated on an ongoing basis and are drawn from historical operations, current trends, future business plans and other factors that management believes are relevant at the time our condensed consolidated financial statements are prepared. Actual results may differ from our estimates. Management believes that the accounting estimates reflect the more significant judgments and estimates we use in preparing our condensed consolidated financial statements.
Certain accounting policies that require significant management estimates, and are deemed critical to our results of operations or financial position, are discussed in the critical accounting policies and estimates section of "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. There have been no material changes to the critical accounting policies disclosed in the Form 10-K.
39
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the market risks disclosed under the caption “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of the Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) accurately recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) properly accumulated and communicated to our management, including our principal executive officer (“Chief Executive Officer” or “CEO”) and principal financial officer (“Chief Financial Officer” or “CFO”), to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based upon the evaluation, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level, due to the material weaknesses previously identified and disclosed in the Form10-K and listed below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Management determined that the previously disclosed material weaknesses in its internal control over financial reporting continue to exist as of December 31, 2025, specifically:
Control Environment, Information and Communication, and Monitoring Activities – Under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework, the Board of Directors and senior management establish the tone at the top regarding the importance of internal controls and management reinforces expectations at the various levels of the company.
Control Activities – These material weaknesses in the control environment resulted in certain instances of inappropriate accounting decisions and inappropriate changes in accounting methodology and contributed to the following additional material weaknesses whereby we did not design, implement and maintain effective controls within certain business processes:
40
Management’s Remediation Initiatives for Existing Material Weaknesses
We have begun the process of, and we are focused on, designing and implementing effective measures to strengthen our internal controls over financial reporting and remediate the material weaknesses. The Company has initiated remediation activities and expects to complete testing of the design and operating effectiveness of new controls over at least two consecutive quarters of financial reporting, in accordance with COSO guidance. Our planned internal control remediation efforts include the following:
Control Environment, Information and Communication, and Monitoring Activities:
The Company has implemented other organizational enhancements, as follows: (i) the enhancement of the Company’s organizational structure over all finance functions and an increase in the Company’s accounting personnel with the requisite knowledge, experience, and training in GAAP to ensure that a formalized process for determining, documenting, communicating, implementing and monitoring controls over the period-end financial close and reporting processes is maintained and proper segregation exists between the preparer and reviewer for select transactions, and (ii) enhancement of accounting policies and procedures related to journal entries, invoice approval, account reconciliations and variance thresholds.
41
Control Activities:
While these actions and planned actions will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address these control deficiencies or modify the remediation plan described above.
Changes in Internal Control Over Financial Reporting
Other than the changes described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Exchange Act in Rule 13a-15(c) and 15d-15(e) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management continues to monitor the effectiveness of newly implemented controls and assess whether any additional changes are warranted.
42
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Except as set forth below, there were no material developments to our legal proceedings disclosed in the Form 10-K. From time to time, we are involved in various disputes, claims, suits, investigations and legal proceedings arising in the ordinary course of business, including commercial, intellectual property, and employment-related matters, as well as stockholder derivative actions, class action lawsuits and other matters. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters were material to our business or financial condition based upon the standard set forth in SEC rules. We believe we have substantial defenses in each unresolved matter, and we intend to vigorously defend against the claims brought by plaintiffs in the pending lawsuits.
DCP Matter
On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleged that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleged $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota (Case No. 24-CV-00373-DWF-DTS). On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The court denied the Motion and GunBroker.com filed its Answer and Counterclaims. GunBroker.com denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August, 2024. The Company has, and will continue to, participate in the discovery process. The parties have retained expert witnesses who will supply expert testimony and reports. The Company expects this matter will be scheduled for trial in 2026.
Vista Settlement
On July 28, 2025, Vista Outdoor Sales, LLC d/b/a The Kinetic Group Sales ("Vista") filed a civil action ("Vista Action") against the Company in the United States District Court for the District of Minnesota (Case No. 25-CV-03023-NEB-DTS) alleging a breach of contract from an OEM Supplier and Ammunition Purchase Option Agreement dated August 9, 2021. After the Company’s divestiture of the Ammunition Business, it could no longer purchase ammunition manufacturing components. On November 21, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “Vista Settlement and Release”) with Vista that resolves all claims asserted in the action. Pursuant to the terms of the Vistas Settlement and Release, the Company agreed to pay Vista an aggregate of $2.75 million in 12 equal quarterly installments, beginning December 1, 2025 and continuing through July 7, 2028. The settlement required Vista to dismiss the action with prejudice following receipt of the first installment. As of the date of this filing, the Company is in compliance with the Vista Settlement and Release, the action was dismissed with prejudice, and no further litigation is pending.
Settlement of SEC Investigation
As previously disclosed, the Company was subject to the SEC Investigation relating to certain accounting, disclosure, and internal control issues primarily arising during periods prior to the tenure of the Company’s current management team. The Company made an Offer of Settlement to the SEC, and on December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully resolved the investigation. For more information regarding the settlement of the SEC Investigation, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Settlement of SEC Investigation” above.
43
ITEM 1A. RISK FACTORS
Except as set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A "Risk Factors" of the Form 10-K.
Our share repurchase program may not be fully executed or may be suspended or terminated at any time, and the program could affect the market price of our common stock
In January 2026, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $15.0 million of shares of our common stock from time to time for a period of 12 months. The timing and amount of any repurchases will depend on a variety of factors, including the knowledge of material non-public information, market conditions, the trading price of our common stock, our financial performance, regulatory requirements, and other business considerations. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time. The existence of the repurchase program could create volatility in the market price of our common stock or lead investors to expect future repurchases that may not occur. Any failure to meet such expectations could adversely affect the market price of our common stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
44
ITEM 6. EXHIBITS
Exhibit No. |
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Exhibit |
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2.1# |
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2.2.1#† |
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2.2.2 |
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3.1 |
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3.2 |
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3.3 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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31.1* |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* |
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Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
101.SCH* |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
# Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished supplementally to the Securities and Exchange Commission upon request.
† Certain portions have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The Company will furnish supplementally copies to the Securities and Exchange Commission or its staff upon request.
* Filed Herewith.
** The certifications attached as Exhibit 32.1 and Exhibit 32.2 are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Outdoor Holding Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
45
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Outdoor Holding Company |
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By: |
/s/ Steven F. Urvan |
Dated: February 9, 2026 |
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Steven F. Urvan, Chief Executive Officer (Principal Executive Officer) |
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By: |
/s/ Paul J. Kasowski |
Dated: February 9, 2026 |
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Paul J. Kasowski, Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) |
46
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven F. Urvan, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Outdoor Holding Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Date: February 9, 2026 |
By: |
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/s/ Steven F. Urvan |
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Name: |
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Steven F. Urvan |
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Title: |
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Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul J. Kasowski, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Outdoor Holding Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Date: February 9, 2026 |
By: |
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/s/ Paul J. Kasowski |
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Name: |
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Paul J. Kasowski |
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Title: |
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Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the "Form 10-Q") of Outdoor Holding Company (the “ Company”), the undersigned, Steven F. Urvan, Chief Executive Officer of the Company, hereby certifies in his capacity as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
Date: February 9, 2026 |
By: |
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/s/ Steven F. Urvan |
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Name: |
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Steven F. Urvan |
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Title: |
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Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the "Form 10-Q") of Outdoor Holding Company (the “ Company”), the undersigned, Paul J. Kasowski, Chief Financial Officer of the Company, hereby certifies in his capacity as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
Date: February 9, 2026 |
By: |
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/s/ Paul J. Kasowski |
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Name: |
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Paul J. Kasowski |
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Title: |
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Chief Financial Officer (Principal Financial Officer) |