Outdoor Holding Company
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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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 the audited consolidated financial statements (prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and related notes included elsewhere in this Annual Report on Form 10-K (this "Form 10-K"). 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 Form 10-K, 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 8.8 million users to follow ownership policies and regulations through our network of approximately 32,000 federally licensed firearms dealers ("FFLs") 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, advertising campaign revenue and shipping revenue. Our key strategic initiatives for fiscal year 2027 include: launching universal payment processing to facilitate electronic transactions, decrease transaction friction, increase gross merchandise value ("GMV"), improve the user experience with the use of AI, and accelerate user adoption; deploy capital opportunistically by repurchasing shares; further streamlining the business to increase operational efficiency 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 FFL dealers, centralizing FFL dealer verification and compliance, and allowing streamlined firearm transfers through automatic verification of federally-licensed firearm dealers.
Recent Developments
Sale of Ammunition Manufacturing Business
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 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
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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 consolidated financial statements under the caption “Assets Held for Sale and Discontinued Operations” and Note 4, “Discontinued Operations”.
Settlement of Delaware Litigation
As described in Note 8, “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 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
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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.
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Results of Continuing Operations
Fiscal Year 2026 Compared to Fiscal Year 2025
The following table presents summarized financial information for the years ended March 31, 2026 and 2025, taken from our consolidated statements of operations:
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For the Year Ended March 31, |
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2026 |
|
|
2025 |
|
||
Net revenues |
$ |
51,125,398 |
|
|
$ |
49,401,547 |
|
Cost of revenues |
|
6,524,437 |
|
|
|
6,468,031 |
|
Gross profit |
|
44,600,961 |
|
|
|
42,933,516 |
|
Operating expenses |
|
50,893,396 |
|
|
|
102,646,794 |
|
Loss from operations |
|
(6,292,435 |
) |
|
|
(59,713,278 |
) |
Other income |
|
|
|
|
|
||
Other income |
|
1,396,380 |
|
|
|
778,120 |
|
Loss from continuing operations before income taxes |
$ |
(4,896,055 |
) |
|
$ |
(58,935,158 |
) |
Provision for income taxes |
|
49,537 |
|
|
|
6,286,305 |
|
Net loss from continuing operations |
$ |
(4,945,592 |
) |
|
$ |
(65,221,463 |
) |
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 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-K 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. The Adjusted EBITDA reconciliation presented below begins with loss from continuing operations, which the Company believes is the most directly comparable GAAP financial measure. This reconciliation is consistent with the presentation in the Company’s first and second quarter fiscal 2026 earnings releases. In the third quarter fiscal 2026 earnings release, the Company presented the reconciliation beginning with net loss before discontinued operations and included the preferred stock dividend as a reconciling item. The Company has reverted to the prior presentation for clarity and consistency, as the preferred stock dividend does not impact Adjusted EBITDA under any period’s calculation. The definition of Adjusted EBITDA has not changed.
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Adjusted EBITDA
|
For the Year Ended March 31, |
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|||||
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2026 |
|
|
2025 |
|
||
Reconciliation of GAAP net loss from continuing operations to Adjusted EBITDA |
|
|
|
|
|
||
Loss from continuing operations |
$ |
(4,945,592 |
) |
|
$ |
(65,221,463 |
) |
Provision for income taxes |
|
49,537 |
|
|
|
6,286,305 |
|
Depreciation and amortization |
|
14,396,813 |
|
|
|
13,589,698 |
|
Interest expense |
|
1,769,656 |
|
|
|
82,173 |
|
Stock-based compensation |
|
1,507,266 |
|
|
|
4,474,516 |
|
Interest and other income |
|
(2,364,142 |
) |
|
|
(860,293 |
) |
Acquisitions and divestitures |
|
108,748 |
|
|
|
1,493,069 |
|
Special Committee Investigation and restatement |
|
1,517,158 |
|
|
|
8,639,147 |
|
SEC Investigation |
|
74,782 |
|
|
|
9,923,892 |
|
Delaware Litigation settlement contingency |
|
- |
|
|
|
29,067,229 |
|
Delaware Litigation legal and professional fees |
|
1,641,915 |
|
|
|
4,480,193 |
|
Corporate restructuring costs |
|
2,995,460 |
|
|
|
- |
|
Gain on extinguishment of debt |
|
(801,894 |
) |
|
|
- |
|
Other nonrecurring expenses(1) |
|
6,350,000 |
|
|
|
3,298,399 |
|
Adjusted EBITDA |
$ |
22,299,707 |
|
|
$ |
15,252,865 |
|
Adjusted EBITDA is a non-GAAP financial measure that displays our net loss from continuing operations (the most directly comparable financial measure prepared in accordance with GAAP), adjusted to eliminate the effect of (i) provision or benefit for income taxes, (ii) depreciation and amortization, (iii) interest expense, (iv) stock-based compensation expenses relating to stock awards and common stock purchase options, (vi) interest and other income, (vi) expenses related to acquisition and divestitures, (vii) gain on extinguishment of debt, (viii) 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 (ix) 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:
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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 is assessed by GunBroker and added to the price of the item at the time of purchase for all buyers, based on a percentage of the final price of an item at the time of purchase. 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 items sold on the GunBroker website.
Net revenues for the year ended March 31, 2026 increased by $1.7 million, or 3.5%, from the year ended March 31, 2025. This increase was due to higher gross merchandise sales volume generated from increased firearms sales on our Marketplace.
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 by approximately $0.1 million, or 0.9%, for the year ended March 31, 2026 compared to the year ended March 31, 2025. This increase was the result of an increase in higher transaction volume.
Gross Margin
Our gross margin, which measures our gross profit as a percentage of net revenues, increased to 87.2% for the year ended March 31, 2026 from 86.9% for the year ended March 31, 2025. This increase was primarily the result of platform monetization, an increasing mix of high-margin seller services, such as advertising, and reduced fraud credits.
Operating Expenses
Operating expenses consist of (i) selling and marketing expenses, which include tradeshows and marketing expenses, (ii) corporate general and administrative expenses, which include legal and professional fees and as well as insurance and rent, (iii) employee salaries and related expenses, which include salaries, benefits and stock-based compensation, and (iv) depreciation and amortization expenses.
Operating expenses decreased by approximately $51.8 million for the year ended March 31, 2026 compared to the year ended March 31, 2025. This decrease was primarily due to a reduction of $26.2 million in settlement contingencies related to the $29.1 million settlement contingency for the Delaware Litigation occurring in the year ended March 31, 2025 partially offset by $6.2 million in settlements in the year ended March 31, 2026 related to the settlements with Vista Outdoor Sales, LLC d/b/a The Kinetic Group Sales ("Vista") and DCP. In addition, there was reduction of $19.8 million in legal and professional fees as a result of the completion of the previously disclosed restatement of our historical financial statements, the Special Committee Investigation, the SEC Investigation, and the Delaware Litigation as well as a $1.4 million decrease in costs associated with acquisitions and divestitures, a decrease in salaries and related expenses of $4.6 million primarily due to headcount reductions, less employee stock award grants and a reduction in board cash compensation, and a reduction in bad debt expense of $1.2 million as a result of increased collection efforts. These decreases were partially offset by $3.0 million in corporate restructuring costs which included severance payments and the impairment of the lease asset for the Scottsdale office as well as an increase in depreciation and amortization as the result of additions in capitalized software development.
Other Income and Expenses, Net
Total other income, net for the year ended March 31, 2026 increased by $0.6 million compared to the year ended March 31, 2025. This increase was primarily the result of recognizing a $0.8 million gain on the extinguishment of Note 2 due to the conversion to the Additional Warrant in addition to an increase in interest and other income due
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to increased interest earned from carrying a higher cash balance. These increases were partially offset by an increase in interest expense of $1.8 million related to the Notes issued in connection with the Delaware Litigation settlement.
Income Taxes
For the year ended March 31, 2026, we recorded a provision for federal and state income taxes of $49,537 compared to a provision for federal and state income taxes of $6.3 million for the year ended March 31, 2025. Provision for taxes for the year ended March 31, 2026 is for state income taxes. The change in federal and state income taxes for the year ended March 31, 2025 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 March 31, 2026, we had $68.1 million of cash and cash equivalents, an increase of $37.9 million from $30.2 million of cash and cash equivalents as of March 31, 2025.
Working capital is summarized and compared as follows:
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March 31, |
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|
2026 |
|
|
2025 |
||
Current assets |
$ |
81,988,474 |
|
|
$ |
72,148,138 |
Current liabilities |
|
20,720,534 |
|
|
|
62,092,917 |
|
$ |
61,267,940 |
|
|
$ |
10,055,221 |
Liquidity
We expect existing working capital and cash flow 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 of which is a 2,660 square-foot mixed-use warehouse space in Marietta, GA. The office space in Scottsdale is our former headquarters and is currently not being utilized. We attempted to sublease the Scottsdale office space but such efforts have proven unsuccessful thus far. We recorded an impairment of the lease asset in the year ended March 31, 2026 on the Scottsdale lease in the amount of $0.7 million. As of March 31, 2026, we had $1.3 million of fixed lease payment obligations with $0.6 million payable within the next 12 months. As of March 31, 2025, we had $1.8 million of fixed lease payment obligations with $0.7 million payable within the 12 months following such date. Please refer to Note 7, "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.
During the year ended March 31, 2026, we recorded interest expense of $819,550 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 consolidated statement of operations. The remaining principal balance on Note 1 is $12.0 million and we are required 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 (as amended from time to time, the
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“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.
As of March 31, 2026 and 2025, we did not have an outstanding balance on the Revolving Loan.
On April 1, 2026, we terminated the Sunflower Agreement. The facility had no outstanding balance at the time of termination, and the termination did not materially impact the Company’s liquidity or capital resources.
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.
During the year ended March 31, 2026, we repurchased 513,925 shares at an average purchase price of $1.95 per share. The total cash paid to repurchase shares during the year ended March 31, 2026 was $1.0 million.
Changes in cash flow are summarized as follows:
Operating Activities
For the year ended March 31, 2026, net cash provided by operating activities was attributable to non-cash depreciation and amortization expense of $14.4 million, non-cash expense for employee stock awards of $1.5 million and an increase in other noncurrent liabilities of $1.4 million due to the timing of payments, partially offset by an increase of $3.4 million in prepaid expenses and other current assets, a decrease of $6.1 million in accounts payable and accrued liabilities and our net loss from continuing operations.
For the year ended March 31, 2025, net cash used in operating activities was attributable to our net loss, partially offset by an increase in accrued liabilities of $34.4 million associated with the contingency for the potential settlement of the Delaware Litigation, non-cash depreciation and amortization expense of $13.6 million and non-cash expense for employee stock awards of $4.5 million, an increase in accounts payable of $2.5 million due to an increase in invoices unpaid at the end of the year, an increase of $40.4 million in deferred income taxes, partially offset by an increase of $36.0 million in the valuation allowance on deferred income taxes.
Investing Activities
During the year ended March 31, 2026, 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 $2.9 million in capitalized development costs related to our Marketplace.
During the year ended March 31, 2025, net cash used in investing activities consisted of $3.4 million related primarily to capitalized development costs related to our Marketplace.
Financing Activities
During the year ended March 31, 2026, net cash used in financing activities consisted of $3.0 million of preferred stock dividends paid, $1.0 million used to repurchase shares of common stock pursuant to our repurchase plan and $0.3 million used to repurchase common stock to cover taxes on share awards issued to employees.
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During the year ended March 31, 2025, net cash used in financing activities consisted of $3.0 million of preferred stock dividends paid, $5.9 million used to repurchase shares of common stock pursuant to our repurchase plan (which included shares repurchased related to the Triton Settlement), and $0.7 million used to repurchase common stock to cover taxes on share awards issued to employees.
Off-Balance Sheet Arrangements
As of March 31, 2026 and 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 critical accounting estimates are included in our significant accounting policies as described in Note 2 of the consolidated financial statements included in Item 8, Financial Statements and Supplemental Data, of this report. Those 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 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 consolidated financial statements are prepared. Actual results may differ from our estimates. Management believes that the following accounting estimates reflect the more significant judgments and estimates we use in preparing our consolidated financial statements.
Assets Held for Sale and 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 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 further depreciated or amortized once such a determination is reached.
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.
The Board of Directors initiated a formal review of strategic alternatives for the Company's Ammunition segment during the year ended March 31, 2025. This review of strategic alternatives resulted in the decision to sell the Ammunition segment. Accordingly, we concluded the assets of the Ammunition segment met the criteria for classification as held for sale. We determined the ultimate disposal would represent a strategic shift that would have a major effect on our operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying consolidated statements of operations for all periods presented and the assets and liabilities of the Ammunition segment have been reflected as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets for all periods presented. The Company ceased depreciating and amortizing its long-lived assets for the Ammunition segment which primarily included intangible assets and property and equipment. On January 20, 2025, we entered into the Asset Purchase Agreement with the Buyer, pursuant to which the Buyer agreed to (i) acquire the Ammunition Manufacturing Business along with certain assets related to the Ammunition Manufacturing Business, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to customary adjustments for estimated net working capital and real property costs and pro-rations The Transaction closed on April 18, 2025. The net proceeds totaled approximately $42.9 million. The assets acquired, and the liabilities assumed by the Buyer were those primarily related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI.
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We calculated an estimated loss on classification to held for sale of approximately $45.8 million, reflecting the write-down of the carrying value of the Ammunition segment to fair value less costs to sell. The fair value was determined by using market participant assumptions as there was an expected sale price for the business based on negotiations with the Buyer. Costs to sell included estimated incremental, direct costs incurred to transact the sale of the Ammunition segment. Refer to Note 4 to our consolidated financial statements for additional information.
Allowance for Credit Losses
The allowance for credit losses is calculated as a percentage of trade receivables at the end of the reporting period, and is based on historical experience, with the change in such allowance being recorded as provision for credit losses in corporate general and administrative expense in the consolidated statement of operations. This calculation requires management judgment.
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. We have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative assessment includes certain significant judgments including assessments of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit, and other relevant considerations impacting the reporting unit. If we elect to bypass the qualitative assessment, or if the qualitative assessment indicates that it is more likely than not that the fair value is less than the carrying amount, then we are required to perform a quantitative assessment for impairment. Under the quantitative goodwill impairment test, if the carrying amount exceeds its fair value, we record an impairment charge based on that difference, not exceeding the carrying amount of goodwill. To determine fair value, we apply the income approach, which uses management’s forecasts to estimate future net available cash flow. Significant judgments inherent in this analysis include, but are not limited to, estimates of future revenue, operating margins and long-term growth discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. If actual results are materially lower than originally estimated, or if we experience significant, adverse changes to long-term growth rate or discount rate assumptions, it could result in a material impact on our consolidated financial statements in future periods. We conducted our annual impairment test of goodwill as of March 31, 2026 and 2025 and determined that no adjustment to the carrying value of goodwill was required.
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.
Stock-Based Compensation
We account for stock-based compensation at fair value in accordance with Accounting Standards Codification ("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. There were
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Recent SEC filings
- 2026-06-22 10-K Annual Report
- 2026-06-22 8-K Earnings Release; Financial Statements and Exhibits
- 2026-02-23 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2026-02-09 10-Q Quarterly Report
- 2026-02-09 8-K Earnings Release; Financial Statements and Exhibits
- 2026-01-05 8-K Other Events
- 2025-12-16 8-K Regulation FD Disclosure; Other Events
- 2025-11-20 8-K Officer/Director Change
- 2025-11-10 10-Q Quarterly Report
- 2025-11-10 8-K Earnings Release; Financial Statements and Exhibits
- 2025-09-22 8-K Unregistered Equity Sale; Other Events
- 2025-09-16 8-K Officer/Director Change; Financial Statements and Exhibits
- 2025-08-08 10-Q Quarterly Report
- 2025-08-08 8-K Earnings Release; Financial Statements and Exhibits
- 2025-07-03 8-K Changes in Auditor; Officer/Director Change; Financial Statements and Exhibits