{"url_path":"/sec/poww/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1015383/0001193125-26-276653-index.html","accession_number":"0001193125-26-276653","cik":"0001015383","ticker":"POWW","issuer_name":"Outdoor Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015383/0001193125-26-276653-index.html","primary_entity_key":"0001015383","primary_entity_name":"Outdoor Holding Co"},"word_count":18163,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES\n\n(a)\nFinancial Statements and Financial Statement Schedules are set forth under Part II, Item 8 of this report.\n\n(b)\nExhibits\n\nOther schedules are omitted because they are not applicable, not required, or because the required information is included in the Consolidated Financial Statements or notes thereto. Certain agreements and instruments listed below were executed when the Company's name was \"AMMO, Inc.\", but the description below reflect our current name and the current names of our subsidiaries, as applicable.\n\n \n\nReference\n\nFiled or Furnished\n\nExhibit\n\nNumber\n\nExhibit Description\n\nForm\n\nExhibit\n\nFiling\n\nDate\n\nHerewith\n\n2.1#\n\n \n\n[Agreement and Plan of Merger, dated April 30, 2021, by and among Outdoor Holding Company, SpeedLight Group I, LLC, Gemini Direct Investments, LLC and Steven F. Urvan.](https://www.sec.gov/Archives/edgar/data/1015383/000149315221010657/ex2-1.htm)\n\n \n\n8-K\n\n \n\n2.1\n\n \n\n05/06/2021\n\n \n\n \n\n2.2.1#†\n\n \n\n[Asset Purchase Agreement, dated January 20, 2025, by and among OHC Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, Outdoor Holding Company and Olin Winchester, LLC.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225005369/ex2-1.htm)\n\n \n\n8-K\n\n \n\n2.1\n\n \n\n04/18/2025\n\n \n\n \n\n2.2.2\n\n \n\n[First Amendment to the Asset Purchase Agreement, dated April 18, 2025 by and among OHC Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, Outdoor Holding Company and Olin Winchester, LLC.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225005369/ex2-2.htm)\n\n \n\n8-K\n\n \n\n2.2\n\n \n\n04/18/2025\n\n \n\n \n\n3.1\n\n \n\n[Amended and Restated Certificate of Incorporation, as amended through April 21, 2025.](https://www.sec.gov/Archives/edgar/data/1015383/000095017025086893/poww-ex3_1.htm)\n\n \n\n10-K\n\n \n\n3.1\n\n \n\n6/16/2025\n\n \n\n \n\n3.2\n\n[Certificate of Designations with respect to the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, dated May 18, 2021.](https://www.sec.gov/Archives/edgar/data/1015383/000149315221012375/ex3-3.htm)\n\n8-K\n\n3.1\n\n5/21/2021\n\n3.3\n\n \n\n[Bylaws.](https://www.sec.gov/Archives/edgar/data/1015383/000107997317000106/ex3x03.htm)\n\n \n\n8-K\n\n \n\n3.03\n\n \n\n02/09/2017\n\n \n\n \n\n4.1\n\n \n\n[Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1015383/000095017025086893/poww-ex4_1.htm)\n\n \n\n10-K\n\n \n\n4.1\n\n \n\n6/16/2025\n\n \n\n \n\n4.3.1\n\n \n\n[Form of Warrant in connection with Settlement Agreement.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-2.htm)\n\n \n\n8-K\n\n \n\n10.2\n\n \n\n05/28/2025\n\n \n\n \n\n4.3.2\n\n \n\n[Form of Additional Warrant in connection with Settlement Agreement.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-3.htm)\n\n \n\n8-K\n\n \n\n10.3\n\n \n\n05/28/2025\n\n \n\n \n\n10.1+\n\n \n\n[2017 Equity Incentive Plan, as amended.](https://www.sec.gov/Archives/edgar/data/1015383/000149315223009764/ex4-1.htm)\n\n \n\nS-8\n\n \n\n4.1\n\n \n\n03/30/2023\n\n \n\n \n\n10.2+\n\n \n\n[Form of Stock Option Award Agreement under the 2017 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1015383/000107997317000597/ex4x2.htm).\n\n \n\nS-8\n\n \n\n4.2\n\n \n\n10/25/2017\n\n \n\n \n\n10.3+\n\n \n\n[Form of Restricted Stock Award Agreement under the 2017 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1015383/000107997317000597/ex4x3.htm).\n\n \n\nS-8\n\n \n\n4.3\n\n \n\n10/25/2017\n\n \n\n \n\n10.4+\n\n \n\n[Form of Stock Unit Award Agreement under the 2017 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1015383/000107997317000597/ex4x4.htm).\n\n \n\nS-8\n\n \n\n4.4\n\n \n\n10/25/2017\n\n \n\n \n\n10.5+\n\n[Outdoor Holding Company 2025 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1015383/000149315225019284/ex99-1.htm)\n\nS-8\n\n99.1\n\n10/24/2025\n\n10.6+\n\n \n\n[Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Outdoor Holding Company 2025 Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1015383/000119312525273158/poww-ex10_2.htm)\n\n \n\n10-Q\n\n \n\n10.2\n\n \n\n11/10/2025\n\n \n\n \n\n10.7+\n\n \n\n[Form of Restricted Stock Award Agreement (Employees) under the Outdoor Holding Company 2025 Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1015383/000119312525273158/poww-ex10_3.htm)\n\n \n\n10-Q\n\n \n\n10.3\n\n \n\n11/10/2025\n\n \n\n \n\n10.8+\n\n \n\n[Form of Time-Based Restricted Stock Unit Award Agreement under the Outdoor Holding Company 2025 Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1015383/000119312525273158/poww-ex10_4.htm)\n\n \n\n10-Q\n\n \n\n10.4\n\n \n\n11/10/2025\n\n \n\n \n\n10.9+\n\n \n\n[Form of Performance-Based Restricted Stock Unit Award Agreement under the Outdoor Holding Company 2025 Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1015383/000119312525273158/poww-ex10_5.htm)\n\n \n\n10-Q\n\n \n\n10.5\n\n \n\n11/10/2025\n\n \n\n \n\n \n\n61\n\n \n\n10.10+\n\n \n\n[Executive Separation Agreement dated March 14, 2025, by and between AMMO, Inc. and Anthony Tate.](https://www.sec.gov/Archives/edgar/data/1015383/000095017025086893/poww-ex10_10.htm)\n\n \n\n10-K\n\n \n\n10.1\n\n \n\n6/16/2025\n\n \n\n \n\n10.11+\n\n \n\n[Executive Separation Agreement, dated April 8, 2025, by and between Outdoor Holding Company and Fred W. Wagenhals.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225003268/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n04/08/2025\n\n \n\n \n\n10.12+\n\n \n\n[Executive Separation Agreement, dated May 21, 2025, by and between Outdoor Holding Company and Jared Smith.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-7.htm)\n\n \n\n8-K\n\n \n\n10.7\n\n \n\n05/28/2025\n\n \n\n \n\n10.13.1\n\n \n\n[Voting Rights Agreement, dated April 30, 2021, by and between Outdoor Holding Company and Steven F. Urvan.](https://www.sec.gov/Archives/edgar/data/1015383/000149315221010657/ex10-2.htm)\n\n \n\n8-K\n\n \n\n10.2\n\n \n\n05/06/2021\n\n \n\n \n\n10.13.2\n\n \n\n[Standstill Agreement, dated April 30, 2021, by and between Outdoor Holding Company and Steven F. Urvan.](https://www.sec.gov/Archives/edgar/data/1015383/000149315221010657/ex10-3.htm)\n\n \n\n8-K\n\n \n\n10.3\n\n \n\n05/06/2021\n\n \n\n \n\n10.13.3\n\n \n\n[Investor Rights Agreement, dated April 30, 2021, by and between Outdoor Holding Company and Steven F. Urvan.](https://www.sec.gov/Archives/edgar/data/1015383/000149315221010657/ex10-4.htm)\n\n \n\n8-K\n\n \n\n10.4\n\n \n\n05/06/2021\n\n \n\n \n\n10.14.1\n\n \n\n[Settlement Agreement, by and among Outdoor Holding Company, Steven F. Urvan and Susan T. Lokey, dated November 3, 2022.](https://www.sec.gov/Archives/edgar/data/1015383/000149315222030771/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n11/07/2022\n\n \n\n \n\n10.14.2\n\n \n\n[Amendment to Settlement Agreement, by and among Outdoor Holding Company, Steven F. Urvan and Susan T. Lokey, dated November 21, 2022.](https://www.sec.gov/Archives/edgar/data/1015383/000149315222033251/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n11/22/2022\n\n \n\n \n\n10.14.3\n\n \n\n[Amendment No. 2 to Settlement Agreement, dated May 21, 2025, by and between Outdoor Holding Company, Steven F. Urvan and Susan T. Lokey.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-6.htm)\n\n \n\n8-K\n\n \n\n10.6\n\n \n\n05/28/2025\n\n \n\n \n\n10.15\n\n \n\n[Settlement Agreement, dated May 21, 2025, by and among Outdoor Holding Company, Speedlight Group I, LLC, Richard R. Childress, Jared Smith, Steven F.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225013152/ex10-1.htm) [Urvan, Fred W. Wagenhals, and Russell Williams Wallace, Jr.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225013152/ex10-1.htm)\n\n \n\n8-K/A\n\n \n\n10.1\n\n \n\n05/30/2025\n\n \n\n \n\n10.16.1#\n\n \n\n[Loan and Security Agreement by and between Outdoor Holding Company, other borrowers party to the Agreement and Sunflower Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1015383/000149315224001405/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n01/05/2024\n\n \n\n \n\n10.16.2\n\n \n\n[Amendment to Loan and Security Agreement, dated December 31, 2024, by and among Outdoor Holding Company and Sunflower Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1015383/000095017025075182/poww-ex10_20-2.htm)\n\n \n\n10-K/A\n\n \n\n10.20.2\n\n \n\n05/20/2025\n\n \n\n \n\n10.16.3\n\n \n\n[Consent and Second Amendment to Loan and Security Agreement, dated April 18, 2025, by and among Outdoor Holding Company and Sunflower Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225005369/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n04/18/2025\n\n \n\n \n\n10.16.4\n\n \n\n[Third Amendment to Loan and Security Agreement, dated May 13, 2025, by and among Outdoor Holding Company and Sunflower Bank, N. A.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225011305/ex10-1.htm)\n\n \n\n8-K\n\n \n\n10.1\n\n \n\n05/19/2025\n\n \n\n \n\n10.17\n\n \n\n[Letter of Credit, dated July 15, 2025, by and between Outdoors Online and Sunflower Bank](poww-ex10_17.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n10.18.1\n\n \n\n[Form of Note 1 in connection with Settlement Agreement.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-4.htm)\n\n \n\n8-K\n\n \n\n10.4\n\n \n\n05/28/2025\n\n \n\n \n\n10.18.2\n\n \n\n[Form of Note 2 in connection with Settlement Agreement.](https://www.sec.gov/Archives/edgar/data/1015383/000164117225012690/ex10-5.htm)\n\n \n\n8-K\n\n \n\n10.5\n\n \n\n05/28/2025\n\n \n\n \n\n10.19+\n\n \n\n \n\n[Amended and Restated Employment Agreement, dated May 1, 2025, by and between Outdoor Holding Company and Jordan Christensen.](poww-ex10_19.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n10.20+\n\n \n\n[Employment Agreement, dated September 20, 2024, by and between Outdoor Holding Company and Paul Kasowski.](poww-ex10_20.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n10.21\n\n \n\n[Letter of Credit, dated July 26, 2023, by and between Outdoors Holding Company and Northern Trust](https://www.sec.gov/Archives/edgar/data/1015383/000095017025075182/poww-ex10_21.htm)\n\n \n\n10-K/A\n\n \n\n10.21\n\n \n\n05/20/2025\n\n \n\n \n\n14.1\n\n \n\n[Code of Conduct](poww-ex14_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n19.1\n\n \n\n[Insider Trading Policy](poww-ex19_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n21.1\n\n \n\n[Subsidiaries of the Company.](poww-ex21_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n23.1\n\n \n\n[Consent of WithumSmith+Brown, PC Independent Registered Accounting Firm.](poww-ex23_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n23.2\n\n \n\n[Consent of Pannell Kerr Forster of Texas, P.C. Independent Registered Accounting Firm](poww-ex23_2.htm).\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n31.1\n\n \n\n[Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](poww-ex31_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n \n\n62\n\n \n\n31.2\n\n \n\n[Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](poww-ex31_2.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n32.1*\n\n \n\n[Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](poww-ex32_1.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n32.2*\n\n \n\n[Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](poww-ex32_2.htm)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n97.1\n\n \n\n[Outdoor Holding Company Nasdaq Executive Compensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/1015383/000095017025075182/poww-ex97_1.htm)\n\n \n\n10-K/A\n\n \n\n97.1\n\n \n\n05/20/2025\n\n \n\n \n\n101.INS\n\n \n\nInline 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\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n101.SCH\n\n \n\nInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n104\n\n \n\nCover Page formatted as Inline XBRL and contained in Exhibit 101\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nX\n\n \n\n# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon request.\n\n† 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.\n\n+ Management compensatory plan or contract.\n\n* 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.\n\n \n\n \n\n63\n\n \n\nSIGNATURES\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n \n\nOutdoor Holding Company\n\n \n\nBy:\n\n \n\n/s/ Steven F. Urvan\n\nDate: June 21, 2026\n\n \n\nSteven F. Urvan, Chief Executive Officer\n\n(Principal Executive Officer)\n\n \n\nBy:\n\n \n\n/s/ Paul J. Kasowski\n\nDate: June 21, 2026\n\n \n\nPaul J. Kasowski, Chief Financial Officer\n\n(Principal Accounting Officer and Principal Financial Officer)\n\n \n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the registrant and in the capacities and on the dates indicated.\n\n \n\nName\n\nTitle\n\nDate\n\n \n\n \n\n \n\n \n\n \n\n/s/ Steven F. Urvan\n\nChief Executive Officer and\n\nDirector (Principal Executive\n\nOfficer)\n\n \n\n June 21, 2026\n\n \n\nSteven F. Urvan\n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Paul J. Kasowski\n\nChief Financial Officer (Principal\n\nFinancial Officer and Principal\n\nAccounting Officer)\n\n \n\n \n\n June 21, 2026\n\n \n\nPaul J. Kasowski\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Houman Akhavan\n\nDirector\n\n \n\n June 21, 2026\n\nHouman Akhavan\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ David Douglas\n\n \n\nDirector\n\n \n\nJune 21, 2026\n\nDavid Douglas\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Christos Tsentas\n\nDirector\n\n \n\n June 21, 2026\n\nChristos Tsentas\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Wayne Walker\n\n \n\nDirector\n\n \n\n June 21, 2026\n\nWayne Walker\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n64\n\n \n\nIndex to Consolidated Financial Statements\n\n \n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)](#audit_opinion)\n\nF-2\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 342)](#audit_opinion_pkf)\n\nF-4\n\n[Consolidated Balance Sheets as of March 31, 2026 and March 31, 2025](#consolidated_balance_sheets)\n\nF-5\n\n[Consolidated Statements of Operations for the years ended March 31, 2026 and March 31, 2025](#consolidated_statements_of_operations)\n\nF-6\n\n[Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2026 and March 31, 2025](#consolidated_statements_of_sto_equity)\n\nF-7\n\n[Consolidated Statements of Cash Flow for the years ended March 31, 2026 and March 31, 2025](#consolidated_statements_of_cash_flow)\n\nF-8\n\n[Notes to Consolidated Financial Statements](#notes_consoldiated_financial_statements)\n\nF-10\n\n \n\n \n\nF-1\n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nBoard of Directors and Stockholders of\n\nOutdoor Holding Company:\n\n \n\nOpinion on the Consolidated Financial Statements\n\nWe have audited the accompanying consolidated balance sheet of Outdoor Holding Company and Subsidiaries (collectively, the “Company”) as of March 31, 2026, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended March 31, 2026, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of their operations and their cash flows for the year ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\nThe consolidated financial statements of the Company as of and for the year ended March 31, 2025 were audited by PANNELL KERR FORSTER OF TEXAS, P.C. who joined WithumSmith+Brown, PC on June 1, 2025, and rendered their opinion on such statements on June 1, 2025.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\nCritical Audit Matter\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\nAccounting for Settlement-Related Warrants, Debt Instruments, and Subsequent Extinguishment - Refer to Note 9 to the Consolidated Financial Statements\n\nCritical Audit Matter Description\n\nThe Company entered into a settlement agreement with a related party that resulted in the issuance of debt instruments and equity-linked warrants, as well as the subsequent extinguishment of $39.0 million of debt through the issuance of warrants. The accounting for this transaction involved multiple complex and interrelated elements, including (i) the initial recognition and measurement of the debt instruments and warrants issued in connection with the settlement, (ii) the evaluation of embedded features and classification of warrants as equity, and (iii) the accounting for the extinguishment of the debt.\n\n \n\nF-2\n\n \n\n \n\nAuditing this transaction required especially challenging judgment due to the complexity of the contractual terms, and the involvement of a related party. Significant auditor judgment was required in evaluating (i) whether the related instruments issued in the settlement were appropriately identified as freestanding financial instruments and measured at fair value at inception, (ii) whether embedded features required bifurcation or qualified for equity classification, and (iii) whether the extinguishment of the $39.0 million note and related issuance of warrants were recognized and measured in accordance with applicable accounting guidance.\n\nGiven the complexity of the transaction structure and the subjectivity involved in applying the relevant accounting guidance and evaluating management’s judgments, auditing these areas involved especially subjective auditor judgment, which led us to determine that this matter is a critical audit matter.\n\nHow the Critical Audit Matter Was Addressed in the Audit\n\nOur audit procedures related to this critical audit matter included the following, among others:\n\n•\nObtained and evaluated the settlement agreement and supporting documentation to understand the structure of the transaction, including the issuance of Notes and warrants. We evaluated management’s technical accounting analysis, including the application of the relevant accounting literature.\n\n•\nEvaluated the initial recognition for the debt and warrants, including testing fair values at inception and recalculating debt discounts and the allocation of consideration with the assistance of an auditor-engaged valuation specialist.\n\n•\nAssessed embedded features to determine whether bifurcation was required and evaluated the classification of the warrants under relevant accounting guidance.\n\n•\nEvaluated the accounting for extinguishment of Note 2 by evaluating management’s technical accounting analysis, including the application of the relevant accounting literature.\n\n \n\n/s/ WithumSmith+Brown, PC\n\n \n\nWe have served as the Company's auditor since 2021.\n\n \n\nSan Francisco, California\n\nJune 21, 2026\n\n \n\nPCAOB ID Number 100\n\n \n\n \n\n \n\nF-3\n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo the Stockholders and Board of Directors of\n\nOutdoor Holding Company\n\n \n\nOpinion on the Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheet of Outdoor Holding Company and Subsidiaries (the “Company”) as of March 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations for the year then ended in conformity with U. S. Generally Accepted Accounting Principles.\n\n \n\nBasis for Opinion\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n \n\n/s/ PANNELL KERR FORSTER OF TEXAS, P.C.\n\n \n\nWe have served as the Company’s auditor since 2021.\n\n \n\nHouston, Texas\n\nJune 16, 2025\n\n \n\nPCAOB ID Number 342\n\n \n\n \n\nF-4\n\n \n\nOUTDOOR HOLDING COMPANY\n\nCONSOLIDATED BALANCE SHEETS\n\n \n\n \n\n \n\nMarch 31, 2026\n\n \n\n \n\nMarch 31, 2025\n\n \n\nASSETS\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Assets:\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash and cash equivalents\n\n \n\n$\n\n68,103,395\n\n \n\n \n\n$\n\n30,227,796\n\n \n\nAccounts receivable, net of allowance for credit losses of $2,362,847 in 2026 and $3,805,488 in 2025\n\n \n\n \n\n10,361,158\n\n \n\n \n\n \n\n10,189,011\n\n \n\nPrepaid expenses and other current assets\n\n \n\n \n\n3,523,921\n\n \n\n \n\n \n\n1,233,611\n\n \n\nCurrent assets held for sale\n\n \n\n \n\n-\n\n \n\n \n\n \n\n30,497,720\n\n \n\nTotal Current Assets\n\n \n\n \n\n81,988,474\n\n \n\n \n\n \n\n72,148,138\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProperty and equipment, net\n\n \n\n \n\n6,927,868\n\n \n\n \n\n \n\n6,477,684\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther Assets:\n\n \n\n \n\n \n\n \n\n \n\n \n\nOther noncurrent assets\n\n \n\n \n\n465,247\n\n \n\n \n\n \n\n83,278\n\n \n\nOther intangible assets, net\n\n \n\n \n\n86,890,053\n\n \n\n \n\n \n\n98,891,767\n\n \n\nGoodwill\n\n \n\n \n\n90,870,094\n\n \n\n \n\n \n\n90,870,094\n\n \n\nRight of use assets - operating leases\n\n \n\n \n\n342,034\n\n \n\n \n\n \n\n1,466,026\n\n \n\nNoncurrent assets held for sale\n\n \n\n \n\n-\n\n \n\n \n\n \n\n27,392,642\n\n \n\nTOTAL ASSETS\n\n \n\n$\n\n267,483,770\n\n \n\n \n\n$\n\n297,329,629\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLIABILITIES AND SHAREHOLDERS' EQUITY\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable\n\n \n\n$\n\n15,743,606\n\n \n\n \n\n$\n\n18,079,577\n\n \n\nAccrued liabilities\n\n \n\n \n\n4,241,349\n\n \n\n \n\n \n\n37,413,636\n\n \n\nCurrent portion of operating lease liability\n\n \n\n \n\n515,579\n\n \n\n \n\n \n\n519,522\n\n \n\nNote payable - related parties, current maturities\n\n \n\n \n\n220,000\n\n \n\n \n\n \n\n-\n\n \n\nCurrent liabilities held for sale\n\n \n\n \n\n-\n\n \n\n \n\n \n\n6,080,182\n\n \n\nTotal Current Liabilities\n\n \n\n \n\n20,720,534\n\n \n\n \n\n \n\n62,092,917\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLong-term Liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nNotes payable - related parties, net of $1,963,771 of debt discounts as of March 31, 2026\n\n \n\n \n\n9,816,229\n\n \n\n \n\n \n\n-\n\n \n\nIncome tax payable\n\n \n\n \n\n-\n\n \n\n \n\n \n\n1,609,520\n\n \n\nOperating lease liability, net of current portion\n\n \n\n \n\n616,904\n\n \n\n \n\n \n\n1,035,813\n\n \n\nOther noncurrent liabilities\n\n \n\n \n\n1,375,000\n\n \n\n \n\n \n\n-\n\n \n\nNoncurrent liabilities held for sale\n\n \n\n \n\n-\n\n \n\n \n\n \n\n10,564,816\n\n \n\nTotal Liabilities\n\n \n\n \n\n32,528,667\n\n \n\n \n\n \n\n75,303,066\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nContingencies (Note 14)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShareholders' Equity:\n\n \n\n \n\n \n\n \n\n \n\n \n\nSeries A cumulative perpetual preferred stock 8.75%, ($25.00 per share, $0.001 par value) 1,400,000 shares issued and outstanding as of March 31, 2026 and 2025\n\n \n\n \n\n1,400\n\n \n\n \n\n \n\n1,400\n\n \n\nCommon stock, $0.001 par value, 200,000,000 shares authorized 119,346,452 and 118,744,093 shares issued and 116,902,624 and 116,814,190 outstanding as of March 31, 2026 and 2025, respectively\n\n \n\n \n\n116,905\n\n \n\n \n\n \n\n116,816\n\n \n\nAdditional paid-in capital\n\n \n\n \n\n454,877,083\n\n \n\n \n\n \n\n434,335,782\n\n \n\nAccumulated deficit\n\n \n\n \n\n(210,453,668\n\n)\n\n \n\n \n\n(203,862,034\n\n)\n\nTreasury stock, at cost\n\n \n\n \n\n(9,586,617\n\n)\n\n \n\n \n\n(8,565,401\n\n)\n\nTotal Shareholders' Equity\n\n \n\n \n\n234,955,103\n\n \n\n \n\n \n\n222,026,563\n\n \n\nTOTAL LIABILITIES AND SHAREHOLDERS' EQUITY\n\n \n\n$\n\n267,483,770\n\n \n\n \n\n$\n\n297,329,629\n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-5\n\n \n\nOUTDOOR HOLDING COMPANY\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n \n\n \n\n \n\n \n\nFor the Year Ended March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet revenues\n\n \n\n \n\n$\n\n51,125,398\n\n \n\n \n\n$\n\n49,401,547\n\n \n\n \n\nCost of revenues\n\n \n\n \n\n \n\n6,524,437\n\n \n\n \n\n \n\n6,468,031\n\n \n\n \n\nGross Profit\n\n \n\n \n\n \n\n44,600,961\n\n \n\n \n\n \n\n42,933,516\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating Expenses\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling and marketing\n\n \n\n \n\n \n\n550,333\n\n \n\n \n\n \n\n610,926\n\n \n\n \n\nCorporate general and administrative\n\n \n\n \n\n \n\n22,674,572\n\n \n\n \n\n \n\n70,594,542\n\n \n\n \n\nEmployee salaries and related expenses\n\n \n\n \n\n \n\n13,271,678\n\n \n\n \n\n \n\n17,851,628\n\n \n\n \n\nDepreciation and amortization expense\n\n \n\n \n\n \n\n14,396,813\n\n \n\n \n\n \n\n13,589,698\n\n \n\n \n\nTotal operating expenses\n\n \n\n \n\n \n\n50,893,396\n\n \n\n \n\n \n\n102,646,794\n\n \n\n \n\nLoss from operations\n\n \n\n \n\n \n\n(6,292,435\n\n)\n\n \n\n \n\n(59,713,278\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther Income (Expense)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest and other income\n\n \n\n \n\n \n\n2,364,142\n\n \n\n \n\n \n\n860,293\n\n \n\n \n\nGain on extinguishment of debt\n\n \n\n \n\n \n\n801,894\n\n \n\n \n\n \n\n-\n\n \n\n \n\nInterest expense\n\n \n\n \n\n \n\n(1,769,656\n\n)\n\n \n\n \n\n(82,173\n\n)\n\n \n\nTotal other income, net\n\n \n\n \n\n \n\n1,396,380\n\n \n\n \n\n \n\n778,120\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLoss before income taxes from continuing operations\n\n \n\n \n\n \n\n(4,896,055\n\n)\n\n \n\n \n\n(58,935,158\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProvision for income taxes\n\n \n\n \n\n \n\n49,537\n\n \n\n \n\n \n\n6,286,305\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLoss from continuing operations\n\n \n\n \n\n \n\n(4,945,592\n\n)\n\n \n\n \n\n(65,221,463\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPreferred stock dividend\n\n \n\n \n\n \n\n(3,053,993\n\n)\n\n \n\n \n\n(3,105,036\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss before discontinued operations, net of tax\n\n \n\n \n\n \n\n(7,999,585\n\n)\n\n \n\n \n\n(68,326,499\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncome (loss) from discontinued operations, net of tax\n\n \n\n \n\n \n\n1,407,951\n\n \n\n \n\n \n\n(65,612,137\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss attributable to common stock shareholders\n\n \n\n \n\n$\n\n(6,591,634\n\n)\n\n \n\n$\n\n(133,938,636\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic income (loss) per share of common stock:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nContinuing operations\n\n \n\n \n\n$\n\n(0.06\n\n)\n\n \n\n$\n\n(0.58\n\n)\n\n \n\nDiscontinued operations\n\n \n\n \n\n \n\n0.01\n\n \n\n \n\n \n\n(0.56\n\n)\n\n \n\nTotal basic loss per share of common stock\n\n \n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(1.14\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDiluted income (loss) per share of common stock:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nContinuing operations\n\n \n\n \n\n$\n\n(0.06\n\n)\n\n \n\n$\n\n(0.58\n\n)\n\n \n\nDiscontinued operations\n\n \n\n \n\n \n\n0.01\n\n \n\n \n\n \n\n(0.56\n\n)\n\n \n\nTotal diluted loss per share of common stock\n\n \n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(1.14\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWeighted average number of shares outstanding:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic\n\n \n\n \n\n \n\n117,095,850\n\n \n\n \n\n \n\n117,642,232\n\n \n\n \n\nDiluted\n\n \n\n \n\n \n\n117,095,850\n\n \n\n \n\n \n\n117,642,232\n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\nOUTDOOR HOLDING COMPANY\n\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY\n\n \n\n \n\n \n\nPreferred Stock\n\n \n\n \n\nCommon Shares\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNumber\n\n \n\n \n\nPar Value\n\n \n\n \n\nNumber\n\n \n\n \n\nPar Value\n\n \n\n \n\nAdditional\nPaid-In\nCapital\n\n \n\n \n\nAccumulated\n(Deficit)\n\n \n\n \n\nTreasury\nStock\n\n \n\n \n\nTotal\n\n \n\nBalance as of March 31, 2024\n\n \n\n \n\n1,400,000\n\n \n\n \n\n$\n\n1,400\n\n \n\n \n\n \n\n119,181,067\n\n \n\n \n\n$\n\n119,181\n\n \n\n \n\n$\n\n430,525,824\n\n \n\n \n\n$\n\n(69,923,398\n\n)\n\n \n\n$\n\n(2,673,156\n\n)\n\n \n\n$\n\n358,049,851\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEmployee stock awards\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n1,490,832\n\n \n\n \n\n \n\n1,493\n\n \n\n \n\n \n\n4,349,089\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n4,350,582\n\n \n\nCommon stock purchase options\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n123,936\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n123,936\n\n \n\nRepurchase of common shares (1)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(421,103\n\n)\n\n \n\n \n\n(421\n\n)\n\n \n\n \n\n(663,067\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(663,488\n\n)\n\nPreferred stock dividends\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(2,552,085\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(2,552,085\n\n)\n\nDividends accumulated on preferred stock\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(552,951\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(552,951\n\n)\n\nNet loss\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(130,833,600\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(130,833,600\n\n)\n\nTreasury shares purchased\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(3,436,606\n\n)\n\n \n\n \n\n(3,437\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(5,892,245\n\n)\n\n \n\n \n\n(5,895,682\n\n)\n\nBalance as of March 31, 2025\n\n \n\n \n\n1,400,000\n\n \n\n \n\n$\n\n1,400\n\n \n\n \n\n \n\n116,814,190\n\n \n\n \n\n$\n\n116,816\n\n \n\n \n\n$\n\n434,335,782\n\n \n\n \n\n$\n\n(203,862,034\n\n)\n\n \n\n$\n\n(8,565,401\n\n)\n\n \n\n$\n\n222,026,563\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEmployee stock awards\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n809,998\n\n \n\n \n\n \n\n811\n\n \n\n \n\n \n\n1,457,727\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n1,458,538\n\n \n\nCommon stock purchase options\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n48,728\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n48,728\n\n \n\nRepurchase of common shares (1)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(207,639\n\n)\n\n \n\n \n\n(208\n\n)\n\n \n\n \n\n(313,880\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(314,088\n\n)\n\nWarrants issued for legal settlement\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n7,094,926\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n7,094,926\n\n \n\nWarrants issued for extinguishment of debt\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n12,253,800\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n12,253,800\n\n \n\nPreferred stock dividends\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(2,535,070\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(2,535,070\n\n)\n\nDividends accumulated on preferred stock\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(518,923\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(518,923\n\n)\n\nNet loss\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(3,537,641\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(3,537,641\n\n)\n\nTreasury shares purchased\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(513,925\n\n)\n\n \n\n \n\n(514\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(1,021,216\n\n)\n\n \n\n \n\n(1,021,730\n\n)\n\nBalance as of March 31, 2026\n\n \n\n \n\n1,400,000\n\n \n\n \n\n$\n\n1,400\n\n \n\n \n\n \n\n116,902,624\n\n \n\n \n\n$\n\n116,905\n\n \n\n \n\n$\n\n454,877,083\n\n \n\n \n\n$\n\n(210,453,668\n\n)\n\n \n\n$\n\n(9,586,617\n\n)\n\n \n\n$\n\n234,955,103\n\n \n\n(1) The Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on common shares.\n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\nF-7\n\n \n\nOUTDOOR HOLDING COMPANY\n\nCONSOLIDATED STATEMENTS OF CASH FLOW\n\n \n\n \n\n \n\nFor the Year Ended March 31,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\nCash flows from operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n\n$\n\n(3,537,641\n\n)\n\n \n\n$\n\n(130,833,600\n\n)\n\n \n\nIncome (loss) from discontinued operations, net of tax\n\n \n\n \n\n1,407,951\n\n \n\n \n\n \n\n(65,612,137\n\n)\n\n \n\nNet loss from continuing operations\n\n \n\n$\n\n(4,945,592\n\n)\n\n \n\n$\n\n(65,221,463\n\n)\n\n \n\nAdjustments to reconcile net loss to net cash provided by/(used in) operations:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation and amortization\n\n \n\n \n\n14,396,813\n\n \n\n \n\n \n\n13,589,698\n\n \n\n \n\nDebt discount amortization\n\n \n\n \n\n594,518\n\n \n\n \n\n \n\n-\n\n \n\n \n\nAmortization of contract costs\n\n \n\n \n\n59,028\n\n \n\n \n\n \n\n-\n\n \n\n \n\nStock-based compensation\n\n \n\n \n\n1,507,266\n\n \n\n \n\n \n\n4,474,516\n\n \n\n \n\nLoss on disposal of assets\n\n \n\n \n\n45,690\n\n \n\n \n\n \n\n-\n\n \n\n \n\nAllowance for credit losses\n\n \n\n \n\n(274,298\n\n)\n\n \n\n \n\n637,789\n\n \n\n \n\nGain on sale of equity investment\n\n \n\n \n\n(382,735\n\n)\n\n \n\n \n\n-\n\n \n\n \n\nGain on extinguishment of debt\n\n \n\n \n\n(801,894\n\n)\n\n \n\n \n\n-\n\n \n\n \n\nImpairment of right of use asset\n\n \n\n \n\n726,256\n\n \n\n \n\n \n\n-\n\n \n\n \n\nReduction in right of use asset\n\n \n\n \n\n506,477\n\n \n\n \n\n \n\n534,067\n\n \n\n \n\nValuation allowance\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(35,964,755\n\n)\n\n \n\nDeferred income taxes\n\n \n\n \n\n-\n\n \n\n \n\n \n\n40,372,246\n\n \n\n \n\nChanges in current assets and liabilities\n\n \n\n.\n\n \n\n \n\n.\n\n \n\n \n\nAccounts receivable\n\n \n\n \n\n102,151\n\n \n\n \n\n \n\n(30,367\n\n)\n\n \n\nPrepaid expenses and other current assets\n\n \n\n \n\n(3,368,206\n\n)\n\n \n\n \n\n261,613\n\n \n\n \n\nOther noncurrent assets\n\n \n\n \n\n(381,969\n\n)\n\n \n\n \n\n(56,034\n\n)\n\n \n\nAccounts payable\n\n \n\n \n\n(2,335,970\n\n)\n\n \n\n \n\n2,451,268\n\n \n\n \n\nAccrued liabilities\n\n \n\n \n\n(3,717,574\n\n)\n\n \n\n \n\n34,423,330\n\n \n\n \n\nIncome tax payable\n\n \n\n \n\n(1,609,520\n\n)\n\n \n\n \n\n-\n\n \n\n \n\nOther noncurrent liabilities\n\n \n\n \n\n1,375,000\n\n \n\n \n\n \n\n-\n\n \n\n \n\nOperating lease liability\n\n \n\n \n\n(531,594\n\n)\n\n \n\n \n\n(534,152\n\n)\n\n \n\nNet cash provided by/(used in) operating activities\n\n \n\n \n\n963,847\n\n \n\n \n\n \n\n(5,062,244\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash flow from investing activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of the ammunition business assets\n\n \n\n \n\n42,946,905\n\n \n\n \n\n \n\n-\n\n \n\n \n\nProceeds from the sale of equity investments\n\n \n\n \n\n542,831\n\n \n\n \n\n \n\n-\n\n \n\n \n\nPurchase of property and equipment\n\n \n\n \n\n(2,890,973\n\n)\n\n \n\n \n\n(3,407,910\n\n)\n\n \n\nNet cash provided by/(used in) investing activities\n\n \n\n \n\n40,598,763\n\n \n\n \n\n \n\n(3,407,910\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash flow from financing activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRepurchase of common shares\n\n \n\n \n\n(314,088\n\n)\n\n \n\n \n\n(663,488\n\n)\n\n \n\nPreferred stock dividends paid\n\n \n\n \n\n(2,926,389\n\n)\n\n \n\n \n\n(2,968,925\n\n)\n\n \n\nCommon stock repurchase plan\n\n \n\n \n\n(1,011,716\n\n)\n\n \n\n \n\n(5,895,682\n\n)\n\n \n\nNet cash used in financing activities\n\n \n\n \n\n(4,252,193\n\n)\n\n \n\n \n\n(9,528,095\n\n)\n\n \n\nCash flow from discontinued operations:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet provided by/(cash used in) operating activities of discontinued operations\n\n \n\n \n\n525,169\n\n \n\n \n\n \n\n(5,043,716\n\n)\n\n \n\nNet cash provided by/(used in) investing activities of discontinued operations\n\n \n\n \n\n40,013\n\n \n\n \n\n \n\n(2,075,743\n\n)\n\n \n\nNet cash used in financing activities of discontinued operations\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(240,937\n\n)\n\n \n\nNet cash provided by (used in) discontinued operations\n\n \n\n \n\n565,182\n\n \n\n \n\n \n\n(7,360,396\n\n)\n\n \n\nNet increase/(decrease) in cash\n\n \n\n \n\n37,875,599\n\n \n\n \n\n \n\n(25,358,645\n\n)\n\n \n\nCash, beginning of period\n\n \n\n \n\n30,227,796\n\n \n\n \n\n \n\n55,586,441\n\n \n\n \n\nCash, end of period\n\n \n\n$\n\n68,103,395\n\n \n\n \n\n$\n\n30,227,796\n\n \n\n \n\n(Continued)\n\n \n\nF-8\n\n \n\nOUTDOOR HOLDING COMPANY\n\nCONSOLIDATED STATEMENTS OF CASH FLOW\n\n \n\n \n\n \n\nFor the Year Ended March 31,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\nSupplemental cash flow disclosures:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash paid during the period for:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest\n\n \n\n$\n\n166,107\n\n \n\n \n\n$\n\n699,929\n\n \n\n \n\nIncome taxes\n\n \n\n$\n\n49,537\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNon-cash investing and financing activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIssuance of notes payable - related party in DE Litigation settlement, net of discount\n\n \n\n$\n\n22,108,410\n\n \n\n \n\n$\n\n-\n\n \n\n \n\nWarrant issued for legal settlement - related party in DE Litigation settlement\n\n \n\n$\n\n7,094,926\n\n \n\n \n\n$\n\n-\n\n \n\n \n\nWarrant issued to extinguish debt\n\n \n\n$\n\n12,253,800\n\n \n\n \n\n$\n\n-\n\n \n\n \n\nDividends accumulated on preferred stock\n\n \n\n$\n\n127,604\n\n \n\n \n\n$\n\n136,111\n\n \n\n \n\nOperating lease assets obtained in exchange for new lease liabilities\n\n \n\n$\n\n108,741\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-9\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY\n\nOutdoor 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 two operating and reportable segments, the Ammunition segment and the Marketplace segment. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition components and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace (“Marketplace”), which, in its role as a marketplace site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories. In addition, GunBroker helps provide the outdoors community with a state and federal compliant solution that connects buyers with sellers across the United States with local federally licensed firearm dealers.\n\nPrior to the sale of the Ammunition Manufacturing Business (defined below) in April 2025 (see “Assets Held for Sale and Discontinued Operations” under Note 2), 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, WI. Following the sale of the Ammunition Manufacturing Business, the Company continues to operate its online Marketplace business.\n\nWe changed our name from AMMO, Inc. to Outdoor Holding Company on April 21, 2025.\n\nNOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nPrinciples of Consolidation\n\nThe 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.\n\nAssets Held for Sale and Discontinued Operations\n\nIn 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 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.\n\nThe 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.\n\nAs previously reported, during the year ended March 31, 2025, the Board of Directors of the Company (the \"Board of Directors\") initiated a formal review of strategic alternatives for the Company. This review of strategic alternatives resulted in the decision to sell our Ammunition segment. We 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, 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. Prior periods have been adjusted to conform to the current presentation. The assets and liabilities of the Ammunition segment have been reflected as discontinued operations in the accompanying consolidated balance sheet for the fiscal year ended March 31, 2025. There were no assets or liabilities classified as discontinued operations as of March 31, 2026. We ceased depreciating and amortizing our long-lived assets for the Ammunition segment which primarily include right-of-use assets, intangible assets and property and equipment. On January 20, 2025, we entered into an Asset Purchase Agreement (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 was completed on April 18, 2025.\n\n \n\nF-10\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nUnless otherwise noted, all amounts and disclosures included in these notes to the consolidated financial statements reflect only the Company's continuing operations. Refer to Note 4 \"Discontinued Operations\" for additional details on discontinued operations.\n\nUse of Estimates\n\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 consolidated financial statements include the valuation of allowances for credit losses, valuation of deferred tax assets, useful lives of assets, stock-based compensation, impairment of goodwill, impairment of long-lived assets, and warrant-based compensation.\n\nGoodwill\n\nWe 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 quantitative assessment for impairment. Under the quantitative goodwill impairment test, if a reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill. 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.\n\nAs of March 31, 2026 and 2025, we had a goodwill carrying value of $90.9 million.\n\nAccounts Receivable and Allowance for Credit Losses\n\nOur accounts receivable represents amounts due from customers for products sold and include an allowance for estimated 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.\n\nCash and Cash Equivalents\n\nFor purposes of the consolidated statements of cash flow, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents, which may include bank deposits and certificates of deposit.\n\nImpairment of Long-Lived Assets\n\nWe 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 flow. If the total of the future cash flow 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. During the year ended March 31, 2026, we recognized impairment on our right-of-use assets as discussed in Note 8, \"Leases.\" During the year ended March 31, 2025, we recognized impairment on long-lived assets related to assets that were held for sale as discussed in Note 4, \"Discontinued Operations.\"\n\nDeferred Contract Fulfillment Costs\n\nWe capitalize third-party costs to fulfill contracts with customers in prepaid expenses and other current assets and other noncurrent assets on our consolidated balance sheet. We amortize these costs on a straight-line basis over the life of the contract.\n\nRevenue Recognition\n\nWe 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:\n\n \n\n•\nIdentification of a contract with a customer\n\n•\nIdentification of the performance obligations in the contract\n\n•\nDetermination of the transaction price\n\n \n\nF-11\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n•\nAllocation of the transaction price to the separate performance obligation\n\n•\nRecognition of revenue when performance obligations are satisfied\n\nRevenues are generated through our GunBroker online marketplace. Performance obligations are satisfied, and revenue is recognized, as follows:\n\nMarketplace 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.\n\nMarketplace service 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.\n\nShipping 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.\n\nAdvertising 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 by 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. Advertising revenue is recognized at a point in time at the end of the selected month.\n\nFor the years ended March 31, 2026 and 2025, no customers comprised more than 10% of total revenues. As of March 31, 2026 and 2025, no customers comprised more than 10% of accounts receivable.\n\nAdvertising Costs\n\nMarketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. For the years ended March 31, 2026 and 2025 we incurred advertising expenses of $577,661 and $413,461, respectively.\n\nFair Value of Financial Instruments\n\nWe measure options and warrants at fair value in accordance with ASC 820 – Fair Value Measurement (“ASC 820”). The objective of ASC 820 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable.\n\nObservable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own assumptions. These two types of inputs have created the following fair value hierarchy:\n\nLevel 1 – Quoted prices for identical instruments in active markets;\n\nLevel 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and\n\nLevel 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.\n\nThis hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value.\n\nThe carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximated fair values due to the short-term maturities of these instruments.\n\nProperty and Equipment, net\n\nWe state property and equipment at historical 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 three to ten years.\n\n \n\nF-12\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nUpon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to other income or expenses. We charge expenditures for normal repairs and maintenance to expense as incurred.\n\nWe 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.\n\nInternal Use Software Costs\n\nPlatform development costs, including direct labor, are capitalized and amortized over an estimated useful life of three years, and are included in property and equipment, net on the consolidated balance sheets. During the years ended March 31, 2026 and 2025, we capitalized $2.5 million and $2.9 million, respectively. Amortization of previously capitalized amounts was $2.2 million and $1.3 million for the years ended March 31, 2026 and 2025, respectively.\n\nCosts related to the design or maintenance of internal use software are expensed as incurred.\n\nLeases\n\nWe 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.\n\nWe 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.\n\nStock-Based Compensation\n\nWe 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 applicable vesting periods and stock-based compensation for stock options is recognized using the accelerated recognition method. Forfeitures are recognized in the periods they occur. Stock-based compensation expense is recorded in corporate general and administrative expense on the statement of operations.\n\nTreasury Stock\n\nTreasury stock, representing shares of our common stock that have been repurchased after having been issued, are recorded at cost. Converting outstanding shares to treasury shares does not reduce the number of shares issued but does reduce the number of shares outstanding.\n\nConcentrations of Credit Risk\n\nAccounts at banks are insured by the Federal Deposit Insurance Corporation up to $250,000. As of March 31, 2026 and 2025, our bank account balances exceeded federally insured limits, however, we have not incurred losses related to these deposits.\n\nIncome Taxes\n\nWe 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. We measure recognized income tax positions\n\n \n\nF-13\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nat the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs.\n\nRecently Adopted Accounting Pronouncements\n\nIn December 2023, the Financial Accounting Standards Board (\"FASB\") issued 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. We adopted this guidance prospectively in the fourth quarter of fiscal 2026 with no material impact to our consolidated financial statements.\n\nRecent Accounting Pronouncements\n\nIn 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 our fiscal year ending March 31, 2027. The transition method may be either prospective or retrospective. We are still evaluating the impact on our consolidated financial statement disclosures.\n\nIn 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 our fiscal year beginning on April 1, 2026, with early application permitted. The transition method is prospective. We do not expect the guidance to have a material impact on our consolidated financial statements and disclosures.\n\nIn 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 our fiscal year beginning April 1, 2028, with early adoption permitted. The transition method may be prospective, modified, or retrospective. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.\n\nIn 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 our fiscal year beginning April 1, 2028 and we do not expect it to have a material effect on our consolidated financial statements.\n\nManagement does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.\n\n \n\nF-14\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 3 – INCOME/(LOSS) PER COMMON SHARE\n\nWe calculate basic income/(loss) per share using the weighted average number of common shares 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 common shares consist of the incremental common shares 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 stock awards.\n\n \n\nFor the Year Ended March 31,\n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\nNumerator:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss from continuing operations\n\n \n\n$\n\n(4,945,592\n\n)\n\n \n\n$\n\n(65,221,463\n\n)\n\n \n\nLess: Preferred stock dividends\n\n \n\n \n\n(3,053,993\n\n)\n\n \n\n \n\n(3,105,036\n\n)\n\n \n\nNet loss before discontinued operations, net of tax\n\n \n\n \n\n(7,999,585\n\n)\n\n \n\n \n\n(68,326,499\n\n)\n\n \n\nNet income (loss) from discontinued operations, net of tax\n\n \n\n \n\n1,407,951\n\n \n\n \n\n \n\n(65,612,137\n\n)\n\n \n\nNet loss attributable to common stockholders\n\n \n\n$\n\n(6,591,634\n\n)\n\n \n\n$\n\n(133,938,636\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDenominator:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWeighted average shares of common stock - Basic\n\n \n\n \n\n117,095,850\n\n \n\n \n\n \n\n117,642,232\n\n \n\n \n\nEffect of dilutive common stock purchase warrants\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\nEffect of dilutive equity incentive awards\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n Weighted average shares of common stock - Diluted\n\n \n\n \n\n117,095,850\n\n \n\n \n\n \n\n117,642,232\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic income (loss) per share attributable to common stockholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nContinuing operations\n\n \n\n$\n\n(0.06\n\n)\n\n \n\n$\n\n(0.58\n\n)\n\n \n\nDiscontinued operations\n\n \n\n$\n\n0.01\n\n \n\n \n\n$\n\n(0.56\n\n)\n\n \n\nTotal basic loss per share attributable to common stockholders\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(1.14\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDiluted income (loss) per share attributable to common stockholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nContinuing operations\n\n \n\n$\n\n(0.06\n\n)\n\n \n\n$\n\n(0.58\n\n)\n\n \n\nDiscontinued operations\n\n \n\n$\n\n0.01\n\n \n\n \n\n$\n\n(0.56\n\n)\n\n \n\nTotal diluted loss per share attributable to common stockholders\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(1.14\n\n)\n\n \n\n \n\nThe following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders:\n\n \n\nFor the Year Ended March 31,\n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\nCommon stock options\n\n \n\n \n\n400,000\n\n \n\n \n\n \n\n275,000\n\n \n\n \n\nNon-vested stock awards\n\n \n\n \n\n555,000\n\n \n\n \n\n \n\n215,196\n\n \n\n \n\nWarrants\n\n \n\n \n\n20,100,000\n\n \n\n \n\n \n\n1,721,256\n\n \n\n \n\nTotal shares excluded from diluted net loss per share\n\n \n\n \n\n21,055,000\n\n \n\n \n\n \n\n2,211,452\n\n \n\n \n\n \n\nNOTE 4 – DISCONTINUED OPERATIONS\n\nThe Board of Directors initiated a formal review of strategic alternatives for the 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 determined the assets of the Ammunition segment met the criteria for classification as held for sale. Additionally, we determined the ultimate disposal will represent a strategic shift that will 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 and consolidated statement of cash flows for all periods presented. 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 the fiscal year ended March 31, 2025. Net proceeds were approximately $42.9 million.\n\nRefer to Note 2 under the caption “Assets Held for Sale and Discontinued Operations” for additional details on accounting criteria for held for sale and discontinued operations treatment.\n\n \n\nF-15\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nFinancial Information of Discontinued Operations\n\nLoss from discontinued operations, net of tax in the consolidated statements of operations reflects the after-tax results of the Ammunition segment and does not include any allocation of general corporate overhead expense or interest expense. The following table summarizes the results of operations of the Ammunition segment that are being reported as discontinued operations:\n\n \n\n \n\n \n\nFor the Year Ended March 31,\n\n \n\n \n\n \n\n2026(1)\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet revenues(2)\n\n \n\n \n\n$\n\n752,762\n\n \n\n \n\n$\n\n74,867,419\n\n \n\n \n\nCost of revenues\n\n \n\n \n\n \n\n1,599,202\n\n \n\n \n\n \n\n83,079,531\n\n \n\n \n\nGross profit\n\n \n\n \n\n \n\n(846,440\n\n)\n\n \n\n \n\n(8,212,112\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating expenses\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling and marketing\n\n \n\n \n\n \n\n15,819\n\n \n\n \n\n \n\n1,296,141\n\n \n\n \n\nCorporate general and administrative\n\n \n\n \n\n \n\n232,104\n\n \n\n \n\n \n\n8,553,708\n\n \n\n \n\nEmployee salaries and related expenses\n\n \n\n \n\n \n\n84,502\n\n \n\n \n\n \n\n2,610,046\n\n \n\n \n\nDepreciation and amortization expense\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n35,866\n\n \n\n \n\nTotal operating expenses\n\n \n\n \n\n \n\n332,425\n\n \n\n \n\n \n\n12,495,761\n\n \n\n \n\nLoss from operations\n\n \n\n \n\n \n\n(1,178,865\n\n)\n\n \n\n \n\n(20,707,873\n\n)\n\n \n\nTotal other income/(expense)\n\n \n\n \n\n \n\n583,231\n\n \n\n \n\n \n\n(617,756\n\n)\n\n \n\nImpairment of assets\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(45,847,430\n\n)\n\n \n\nLoss from discontinued operations before income taxes\n\n \n\n \n\n \n\n(595,634\n\n)\n\n \n\n \n\n(67,173,059\n\n)\n\n \n\nBenefit for income taxes\n\n \n\n \n\n \n\n(2,003,585\n\n)\n\n \n\n \n\n(1,560,922\n\n)\n\n \n\nIncome (loss) from discontinued operations, net of tax\n\n \n\n \n\n$\n\n1,407,951\n\n \n\n \n\n$\n\n(65,612,137\n\n)\n\n \n\n(1) Reflects results from April 1, 2025 through April 18, 2025 only, except for the benefit for income taxes.\n\n(2) Included in revenue for the years ended March 31, 2026 and 2025 are excise taxes of $27,185 and $5.0 million, respectively.\n\nThere were no assets or liabilities classified as discontinued operations as of March 31, 2026. The following table summarizes the Ammunition segment assets and liabilities classified as discontinued operations in the accompanying consolidated balance sheet:\n\n \n\n \n\nMarch 31, 2025\n\n \n\nASSETS\n\n \n\n \n\n \n\nAccounts receivable, net\n\n \n\n$\n\n8,778,545\n\n \n\nInventories\n\n \n\n \n\n21,520,796\n\n \n\nPrepaid expenses\n\n \n\n \n\n198,379\n\n \n\nEquipment, net\n\n \n\n \n\n25,983,100\n\n \n\nPatents, net\n\n \n\n \n\n1,409,542\n\n \n\nTotal assets held for sale\n\n \n\n$\n\n57,890,362\n\n \n\n \n\n \n\n \n\nLIABILITIES\n\n \n\n \n\n \n\nAccounts payable\n\n \n\n$\n\n2,513,533\n\n \n\nAccrued liabilities\n\n \n\n \n\n3,280,449\n\n \n\nCurrent portion of construction note payable\n\n \n\n \n\n286,200\n\n \n\nConstruction note payable, net of unamortized issuance costs\n\n \n\n \n\n10,564,816\n\n \n\nTotal liabilities held for sale\n\n \n\n$\n\n16,644,998\n\n \n\nAssets 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. As of March 31, 2025, we determined that the fair value of the Ammunition segment, including costs to sell was lower than its carrying value and we recorded a $45.8 million impairment. The fair value of the Ammunition segment was estimated using the expected sale price as negotiated with the Buyer.\n\nCapital expenditures related to discontinued operations were $40,000 and $2.1 million for the years ended March 31, 2026 and 2025, respectively.\n\nImpairment of Long-Lived Assets\n\nDuring the year ended March 31, 2025, we determined that our Ammunition segment should be classified as held for sale. In connection with the reclassification of the segment's assets and liabilities, we recorded an impairment of $45.8 million. For the impairment charges, we performed an undiscounted cash flow analysis on the asset group and determined that net carrying values exceeded the estimated undiscounted future cash flow. We estimated the fair value of the asset group based on a discounted cash flow method and recorded an impairment for asset groups where the fair value was lower than its carrying value. The significant estimates\n\n \n\nF-16\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nused in the discounted cash flow methodology, which are based on level 3 inputs, include our expectations for projected cash flow to be generated from the asset group. The total impairment included a write-down of inventory of $16.9 million based on an analysis of liquidation values and obsolescence.\n\nNOTE 5 – SUPPLEMENTAL BALANCE SHEET INFORMATION\n\nAccounts Receivable, net\n\nThe following presents a reconciliation of our allowance for credit losses for the periods presented:\n\nApril 1, 2024\n\n \n\n$\n\n3,004,385\n\n \n\nIncrease in allowance\n\n \n\n \n\n1,503,700\n\n \n\nWrite-off of uncollectible amounts\n\n \n\n \n\n(702,597\n\n)\n\nMarch 31, 2025\n\n \n\n \n\n3,805,488\n\n \n\nReduction in allowance\n\n \n\n \n\n(277,057\n\n)\n\nWrite-off of uncollectible amounts\n\n \n\n \n\n(1,165,584\n\n)\n\nMarch 31, 2026\n\n \n\n$\n\n2,362,847\n\n \n\n \n\nProperty and Equipment, net\n\nProperty and equipment consisted of the following for the periods presented:\n\n \n\n \n\nAs of March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nLeasehold Improvements\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n247,725\n\n \n\nFurniture and Fixtures\n\n \n\n \n\n19,792\n\n \n\n \n\n \n\n331,483\n\n \n\nSoftware and Equipment\n\n \n\n \n\n10,961,170\n\n \n\n \n\n \n\n9,249,946\n\n \n\nConstruction in Progress\n\n \n\n \n\n870,025\n\n \n\n \n\n \n\n733,384\n\n \n\nTotal property and equipment\n\n \n\n$\n\n11,850,987\n\n \n\n \n\n$\n\n10,562,538\n\n \n\nLess accumulated depreciation\n\n \n\n \n\n(4,923,119\n\n)\n\n \n\n \n\n(4,084,854\n\n)\n\nProperty and equipment, net\n\n \n\n$\n\n6,927,868\n\n \n\n \n\n$\n\n6,477,684\n\n \n\n \n\nDepreciation expense for the years ended March 31, 2026 and 2025 totaled $2,266,829 and $1,378,619, respectively, and was included in depreciation and amortization expenses in operating expenses on the consolidated statement of operations.\n\nAccrued Liabilities\n\nAccrued liabilities consisted of the following:\n\n \n\n \n\nAs of March 31,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\nAccrued bonus program\n\n \n\n$\n\n \n\n1,228,300\n\n \n\n \n\n$\n\n \n\n1,831,250\n\n \n\n \n\nAccrued professional fees\n\n \n\n \n\n \n\n1,186,801\n\n \n\n \n\n \n\n \n\n4,682,183\n\n \n\n \n\nAccrued payroll\n\n \n\n \n\n \n\n440,070\n\n \n\n \n\n \n\n \n\n764,174\n\n \n\n \n\nOther accruals\n\n \n\n \n\n \n\n536,178\n\n \n\n \n\n \n\n \n\n674,735\n\n \n\n \n\nIncome taxes payable\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n394,065\n\n \n\n \n\nAccrued contingency\n\n \n\n \n\n \n\n200,000\n\n \n\n \n\n \n\n \n\n29,067,229\n\n \n\n \n\nAccrued interest\n\n \n\n \n\n \n\n650,000\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\nAccrued liabilities\n\n \n\n$\n\n \n\n4,241,349\n\n \n\n \n\n$\n\n \n\n37,413,636\n\n \n\n \n\n \n\nNOTE 6 – REVOLVING LOAN\n\nOn December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and other borrowers party to the 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 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 and to fund our general business requirements.\n\n \n\nF-17\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe Revolving Loan bore an interest rate of the greater of (x) 3.50% and (y) Term SOFR, plus 3.00% (the “Revolving Facility Applicable Rate”) and was computed on the basis of a 360-day year for the actual number of days elapsed. Except in an event of default, advances under the Revolving Loan bear interest, on the outstanding daily balance thereof, at the Revolving Facility Applicable Rate. Interest was due and payable on the first calendar day of each month during the term of the Sunflower Agreement. We were also obligated to pay to the Agent, for the ratable benefit of Lenders, an origination fee, prepayment fee, unused facility fee, collateral monitoring fee and Lender expenses.\n\nOn 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.\n\nUpon 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.\n\nOn 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.”\n\nWe did not have an outstanding balance on our Revolving Loan as of March 31, 2026 and 2025.\n\nNOTE 7 – LEASES\n\nWe 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 extension is effective until 2029 and does not include a renewal option.\n\nOn September 17, 2025, we signed a lease for 2,660 square feet of mixed-use warehouse space in Marietta, GA. The lease commenced on October 1, 2025 and expires in October 2028.\n\nLease expense for the year ended March 31, 2026 was $605,804 including $564,866 of operating lease expense and $40,938 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals. Consolidated lease expense for the year ended March 31, 2025 was $656,674 including $653,420 of operating lease expense and $3,255 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals.\n\nLease Impairment\n\nDuring the year ended March 31, 2026, we vacated our Scottsdale office. As we have been unable to sublease the property, we are working to negotiate a termination with the landlord. As a result, we recognized a write-down of the right-of-use asset of $0.7 million, which is reported in corporate general and administrative expense on the consolidated statements of operations.\n\nLease Disclosures\n\nThe weighted average remaining lease term and weighted average discount rate for operating leases were 1.69 years and 10.0%, respectively, at March 31, 2026 and were 3.1 years and 10.0%, respectively, at March 31, 2025.\n\nFuture minimum lease payments under non-cancellable leases as of March 31, 2026 were as follows:\n\nYears Ended March 31,\n\n \n\n \n\n \n\n2027\n\n \n\n$\n\n605,412\n\n \n\n2028\n\n \n\n \n\n402,823\n\n \n\n2029\n\n \n\n \n\n268,256\n\n \n\nTotal Lease Payments\n\n \n\n \n\n1,276,491\n\n \n\nLess: Amount Representing Interest\n\n \n\n \n\n(144,008\n\n)\n\nPresent value of lease liabilities\n\n \n\n$\n\n1,132,483\n\n \n\n \n\n \n\nF-18\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe following table presents supplemental information related to our leases.\n\n \n\n \n\nYear Ended March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCash paid for amounts included in the measurement of lease liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating cash flows from operating leases\n\n \n\n$\n\n433,795\n\n \n\n \n\n$\n\n366,221\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nROU Assets obtained in exchange for new lease obligations:\n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating leases\n\n \n\n$\n\n108,741\n\n \n\n \n\n$\n\n—\n\n \n\n \n\nNOTE 8 – RELATED PARTY TRANSACTIONS\n\nGemini Accounts Receivable\n\nThrough 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 $201,646 included in our accounts receivable at September 30, 2025 and March 31, 2025 from entities owned by Mr. Urvan. During the three months ended December 31, 2025, we determined that these amounts were uncollectible after evaluating the age of the receivables, historical collection experience, incomplete billing records, and the financial condition and operating history of the related entities. As a result, the $201,646 included in our accounts receivable was written off against our reserve for credit losses. The determination of uncollectibility and the related write-off were reviewed and approved by the Company's Audit Committee, and Mr. Urvan did not participate in the review or approval of such determination and the related write-off.\n\nWarrants\n\n7M Warrant\n\nAs partial consideration for the settlement in the Delaware Litigation (as defined and described in Note 14, \"Contingencies\"), on May 30, 2025 we issued to an affiliated designee of Mr. Urvan, a warrant (the “Warrant”) to purchase 7.0 million shares of common stock (the \"Warrant Shares\"). 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 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).\n\nPursuant 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 25% of the total issuable shares under the Warrant.\n\nWe 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 70% volatility, risk free rate of 4.15%, an assumed dividend of zero and a term of five years with a resulting fair value of $7,094,926. The Warrant was recorded as additional paid-in capital on the consolidated balance sheet as of March 31, 2026.\n\n13M Warrant\n\nOn September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option on Note 2 (as defined and described below), and we issued a warrant (the “Additional Warrant”) to purchase 13.0 million shares of common stock (the “Additional Warrant Shares”) in satisfaction of 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 warrant is exercisable at the holder’s discretion, in whole or in part, on or after September 17, 2026, provided that the Additional 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 Additional Warrant ). Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.\n\nWe evaluated the Additional Warrant in accordance with ASC 815. We determined that the Additional Warrant meets the criteria for equity classification since the Additional Warrant is indexed to the Company's equity and includes settlement in shares. The Additional Warrant was valued using the Black-Scholes option pricing model using a 67.49% volatility, risk free rate of 3.62% and a term of five years with a resulting fair value of $12,253,800. The Additional Warrant was recorded as additional paid-in capital on the consolidated balance sheet as of March 31, 2026.\n\n \n\nF-19\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n$12M Note Payable\n\nAs partial consideration for the settlement in the Delaware Litigation , on May 30, 2025, we also issued to Mr. Urvan's affiliated designee, an unsecured promissory note for a principal amount of $12.0 million (“Note 1”). 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 May 30, beginning on May 30, 2026 (each interest payment due date, an “Interest Payment Date”). The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on May 30, 2037.\n\nPursuant to the terms of Note 1, we are required to make annual prepayments such that $1,000,000 (inclusive of accrued and unpaid interest then due and payable) is paid to the holder on each Interest Payment Date. We have the right to prepay, prior to May 30, 2037, all or any part of the principal or interest of Note 1 without penalty. In addition, the holder may not request early repayment of Note 1 prior to May 30, 2027. Any optional prepayment by us must be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.\n\nWe evaluated Note 1 in accordance with ASC 470, Debt (\"ASC 470\"). Note 1 was initially recorded at its calculated fair value of $9,866,679 with a resulting debt discount recorded of $2,133,321 on the consolidated balance sheet for the period ended June 30, 2025. Note 1 fair value was calculated as the net present value using a discount rate of 9.40%. The debt discount is being amortized over the life of the note using the effective interest rate method.\n\nDuring the year ended March 31, 2026, we recorded interest expense on Note 1 of $819,550.\n\n$39M Note Payable\n\nAs partial consideration for the settlement in the Delaware Litigation on May 30, 2025, we also issued to Mr. Urvan's affiliated designee, an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”). Note 2 bore interest at 4.62% per annum (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 2 and all accrued and unpaid interest thereon was due on May 30, 2035.\n\nPursuant to the terms of Note 2, we were required to make annual prepayments of the outstanding principal amount on Note 2 equal to $1.95 million on each Interest Payment Date. We had the right to prepay, prior to May 30, 2035, all or any part of the principal or interest of Note 2 without penalty. In addition, the holder could not request early repayment of Note 2 prior to May 30, 2027. We also had the option, at any time prior to May 30, 2026 (unless extended by mutual consent of the holder and us), 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 the Additional Warrant, provided that we must first obtain stockholder approval of the issuance of the Additional Warrant and the Additional Warrant Shares pursuant to Nasdaq Listing Rule 5635. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 would be deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. Any optional prepayment by us, whether in cash or by issuance of the Additional Warrant, was required to be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.\n\nWe evaluated Note 2 in accordance with ASC 470. Note 2 was initially recorded at its calculated fair value of $12,105,624 with a resulting debt discount recorded of $26,894,376 on the consolidated balance sheet for the period ended June 30, 2025. Note 2 was valued using a Binomial Lattice Model with a 9.60% discount rate and a 70% volatility along with a probability of exercise of the Prepayment Option. The debt discount would be amortized over the life of the note using the effective interest rate method. We also evaluated the option to call Note 2 by issuing the Additional Warrant Shares in accordance with ASC 815. We determined that the call option is clearly and closely related to the debt host, therefore, the call option is not required to be bifurcated.\n\nOn 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 for the year ended March 31, 2026.\n\nDuring the year ended March 31, 2026, we recorded interest expense on Note 2 of $950,070.\n\n \n\nF-20\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nFuture maturities on the Notes excluding debt discounts at March 31, 2026 were as follows:\n\nYears Ended March 31,\n\n \n\nAmount\n\n \n\n2027\n\n \n\n$\n\n220,000\n\n \n\n2028\n\n \n\n \n\n234,300\n\n \n\n2029\n\n \n\n \n\n249,529\n\n \n\n2030\n\n \n\n \n\n265,749\n\n \n\n2031\n\n \n\n \n\n283,023\n\n \n\nThereafter\n\n \n\n \n\n10,747,399\n\n \n\nTotal notes payable - related parties outstanding\n\n \n\n$\n\n12,000,000\n\n \n\nLess unamortized discount\n\n \n\n \n\n(1,963,771\n\n)\n\nTotal notes payable - related parties outstanding, net of discount\n\n \n\n$\n\n10,036,229\n\n \n\nNotes payable - related parties, current maturities\n\n \n\n$\n\n220,000\n\n \n\nNotes payable - related parties, noncurrent\n\n \n\n$\n\n9,816,229\n\n \n\nLetter of Credit\n\nOn July 26, 2023, we obtained a $1.6 million letter of credit with The Northern Trust Company (“Northern Trust”) for collateral for a bond related to a judgment assessed to GunBroker. On July 17, 2023, we generated a $1.6 million certificate of deposit with Northern Trust for security on the letter of credit. The initial term of the certificate of deposit was twelve months and included interest of approximately 5%.\n\nEffective July 12, 2024, the letter of credit with Northern Trust was extended until July 26, 2025. Effective July 7, 2025 the letter of credit was moved to Sunflower Bank with an expiration date of July 7, 2026. The term of the certificate of deposit is twelve months and includes interest of approximately 4%. Per the terms of the merger agreement with Gemini, Mr. Urvan was required to indemnify any losses related to the underlying judgment if the appeal is unsuccessful. As a function of the 2025 Urvan Settlement Agreement, the losses related to the judgment are no longer indemnified by Mr. Urvan.\n\nTriton Settlement Agreement Payment\n\nOn June 24, 2024, we entered into a Confidential Settlement Agreement and Mutual General Release (the “Triton Settlement Agreement”) with Triton Value Partners, LLC, Donald Gasgarth, Paul Freischlag, Jr., Jeff Zwitter (the “Plaintiffs,” and together with the Defendants and the Company, the “Parties” or, individually, “Party”), and Steven Urvan and TVP Investments LLC (the “Urvan Defendants”) and GunBroker.com, LLC, IA TECH, LLC, and GB Investments, Inc. (the “GunBroker Defendants,” and collectively with the Urvan Defendants, the “Defendants”) to fully resolve and settle all disputes and claims related to the litigation between the Defendants and Plaintiffs captioned Triton Value Partners, LLC et al. v. TVP Investments, LLC et al., Cobb County Superior Court, CAFN 18104869 (the “Action”). Pursuant to the Triton Settlement Agreement, the GunBroker Defendants agreed to pay the Plaintiffs $8,000,000 (the “Settlement Amount”) in a single lump sum payment. We agreed to tender the Settlement Amount to an escrow agent on behalf of the GunBroker Defendants within 45 days of the Triton Settlement Agreement’s execution. In connection with the Merger Agreement, on April 30, 2021, the Company and Urvan entered into a Pledge and Escrow Agreement (the “Pledge and Escrow Agreement”), pursuant to which ten stock certificates in the name of Urvan, with each certificate representing $2.8 million worth of shares of the Company’s common stock as of the date of the Pledge and Escrow Agreement (the “Pledged Securities”) were placed in escrow pending resolution of the Action. Pursuant to the Triton Settlement Agreement, a portion of the Pledged Securities in the form of a stock certificate for 2,857,143 shares (the “Stock Certificate”) were sent to the Company’s transfer agent for cancellation on September 30, 2024.\n\nAs a result of the contingency recognized for the Triton Settlement Agreement, we had recorded a receivable of $4,800,000 that was re-classed to treasury stock upon Mr. Urvan’s transfer of the shares related to the settlement payment to the Company on September 30, 2024. During the year ended March 31, 2025, we recognized the value of shares returned to the Company in lieu of the settlement payment. As of March 31, 2025, Mr. Urvan transferred the shares to us and they have been reclassified to treasury stock.\n\nTenor Litigation\n\nPursuant to the merger agreement with Gemini, Mr. Urvan was granted sole and exclusive control over the prosecution, defense and settlement of certain designated litigation matters, including the litigation captioned GunBroker.com, LLC v. Tenor Capital Partners, No. 1:20-CV-00613 (N.D. GA.) (the \"Tenor Litigation\"), and the right to receive any amounts recovered by or awarded to the Company with respect to such matters. In addition, the merger agreement with Gemini required Mr. Urvan to indemnify, defend, hold harmless and reimburse the Company with respect to designated matters, including the Tenor Litigation. Subsequently, pursuant to the 2025 Settlement Agreement, the Company released Mr. Urvan from certain of these indemnification, defense and hold harmless obligations under the merger agreement. In April 2026, the United States Court of Appeals for the Eleventh Circuit reversed the district court's grant\n\n \n\nF-21\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nof summary judgment on a breach of fiduciary duty claim asserted by GunBroker in the Tenor Litigation and remanded that claim for further proceedings.\n\nIn June 2026, the Company and its subsidiary Speedlight Group I, LLC entered into a side letter agreement with Mr. Urvan confirming his right to control the prosecution, defense, and settlement of the Tenor Litigation was not extinguished by the 2025 Settlement Agreement and clarifying that, consistent with the intent of the merger agreement and the 2025 Settlement Agreement, (i) Mr. Urvan is solely responsible for all costs, fees and expenses incurred in connection with the prosecution, defense and settlement of the Tenor Litigation, (ii) the Company has no obligation to fund, advance, reimburse or indemnify any cost, expense or liability arising from or related to the Tenor Litigation, and (iii) Mr. Urvan may not settle the Tenor Litigation on terms that would result in any obligation or restriction binding upon the Company or its subsidiaries without the prior written consent of the independent and disinterested members of the Board of Directors. The side letter does not amend the merger agreement with Gemini or the 2025 Settlement Agreement and does not revive or reinstate any indemnification or similar obligations of Mr. Urvan that were released pursuant to the 2025 Settlement Agreement. If Mr. Urvan determines to pursue a damage claim for breach of fiduciary duty in the full amount permitted by applicable law, such amount is likely to exceed the $120,000 disclosure threshold of Item 404 of Regulation S-K. The side letter was reviewed and approved by the Company's Audit Committee.\n\nNOTE 9 – PREFERRED STOCK\n\nOn May 18, 2021, we 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 Preferred Stock.\n\nThe Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, ranks: (1) senior to all classes or series of common stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness.\n\nThe Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares for the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders (i.e., after satisfaction of all the Company’s liabilities to creditors, if any) an amount equal to $25.00 per share of the Series A Preferred Stock, plus any amount equal to any accumulated and unpaid dividends to the date of payment before any distribution or payment may be made to holders of shares of common stock or any other class of or series of the Company’s capital stock ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock.\n\nWe pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by our Board of Directors (or a duly authorized committee of our 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 $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75% (equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our Board of Directors (or a duly authorized committee of our Board of Directors) are payable quarterly in arrears on or around March 15, June 15, September 15 and December 15.\n\nGenerally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or de-listing event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.\n\nThe following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2026:\n\nDividend\nDeclaration\nDate\n\n \n\nRecord\nDate\n\n \n\nDividend\nPeriod\n\n \n\nDividend\nPayment\nDate\n\n \n\nDividend\nAmount\n\n \n\n \n\nPer Share\nAmount\n\n \n\nMay 15, 2025\n\n \n\nMay 31, 2025\n\n \n\nMarch 15, 2025 - June 14, 2025\n\n \n\nJune 16, 2025\n\n \n\n$\n\n \n\n765,625\n\n \n\n \n\n$\n\n \n\n0.54687500\n\n \n\nAugust 12, 2025\n\n \n\nAugust 31, 2025\n\n \n\nJune 15, 2025 - September 14, 2025\n\n \n\nSeptember 15, 2025\n\n \n\n \n\n \n\n765,625\n\n \n\n \n\n \n\n \n\n0.54687500\n\n \n\nNovember 12, 2025\n\n \n\nDecember 1, 2025\n\n \n\nSeptember 15, 2025 - December 14, 2025\n\n \n\nDecember 15, 2025\n\n \n\n \n\n \n\n765,625\n\n \n\n \n\n \n\n \n\n0.54687500\n\n \n\nFebruary 11, 2026\n\n \n\nMarch 1, 2026\n\n \n\nDecember 15, 2025 - March 15, 2026\n\n \n\nMarch 16, 2026\n\n \n\n \n\n \n\n765,625\n\n \n\n \n\n \n\n \n\n0.54687500\n\n \n\nPreferred dividends accumulated as of March 31, 2026 were $127,604.\n\n \n\nF-22\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2025:\n\nDividend\nDeclaration\nDate\n\n \n\nRecord\nDate\n\n \n\nDividend\nPeriod\n\n \n\nDividend\nPayment\nDate\n\n \n\nDividend\nAmount\n\n \n\n \n\nPer Share\nAmount\n\n \n\nMay 15, 2024\n\n \n\nMay 31, 2024\n\n \n\nMarch 15, 2024 - June 14, 2024\n\n \n\nJune 17, 2024\n\n \n\n$\n\n \n\n782,634\n\n \n\n \n\n$\n\n \n\n0.55902778\n\n \n\nAugust 15, 2024\n\n \n\nAugust 31, 2024\n\n \n\nJune 15, 2024 - September 14, 2024\n\n \n\nSeptember 15, 2024\n\n \n\n \n\n \n\n782,639\n\n \n\n \n\n \n\n \n\n0.55902778\n\n \n\nNovember 15, 2024\n\n \n\nNovember 30, 2024\n\n \n\nSeptember 15, 2024 - December 14, 2024\n\n \n\nDecember 15, 2024\n\n \n\n \n\n \n\n782,639\n\n \n\n \n\n \n\n \n\n0.55902778\n\n \n\nFebruary 6, 2025\n\n \n\nFebruary 28, 2025\n\n \n\nDecember 15, 2024 - March 14, 2025\n\n \n\nMarch 15, 2025\n\n \n\n \n\n \n\n765,625\n\n \n\n \n\n \n\n \n\n0.54687500\n\n \n\nPreferred dividends accumulated as of March 31, 2025 were $136,111.\n\nNOTE 10 – CAPITAL STOCK\n\nOur authorized capital consists of 200,000,000 shares of common stock with a par value of $0.001 per share.\n\nShare Repurchase Program\n\nOn January 4, 2026, our Board of Directors 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 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, the Company’s liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board or management. Any repurchases under the program will be funded from the Company’s existing cash balances, future operating cash flow, or other legally available funds.\n\nDuring the year ended March 31, 2026, we repurchased 513,925 shares of common stock, costing $1.0 million, including broker commissions and fees. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of stock repurchases. During the year ended March 31, 2026, the excise tax on the net share repurchases was not material.\n\nAs of March 31, 2026, the share repurchase program had $14.0 million in remaining authorized funds.\n\nWarrants\n\nThere were no warrants exercised during the years ended March 31, 2026 and 2025.\n\nOn May 30, 2025, we issued a warrant to purchase 7.0 million shares of common stock at an exercise price of $1.81 per share and a 5-year term. Please see Note 8, \"Related Party Transactions,\" for more information.\n\nOn September 17, 2025, we issued a warrant to purchase 13.0 million shares of common stock at an exercise price of $1.00 per share with a 5-year term. Please see Note 8, \"Related Party Transactions,\" for more information.\n\nAt March 31, 2026, outstanding and exercisable stock purchase warrants consisted of the following:\n\n \n\nNumber of\nShares\n\n \n\n \n\nWeighted\nAveraged\nExercise\nPrice\n\n \n\n \n\nWeighted\nAverage Life\nRemaining\n(Years)\n\n \n\nOutstanding at March 31, 2025\n\n \n\n \n\n1,721,256\n\n \n\n \n\n$\n\n2.03\n\n \n\n \n\n \n\n0.84\n\n \n\nGranted\n\n \n\n \n\n20,000,000\n\n \n\n \n\n \n\n1.28\n\n \n\n \n\n \n\n4.86\n\n \n\nExercised\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nForfeited or cancelled\n\n \n\n \n\n(1,621,256\n\n)\n\n \n\n \n\n2.15\n\n \n\n \n\n \n\n—\n\n \n\nOutstanding at March 31, 2026\n\n \n\n \n\n20,100,000\n\n \n\n \n\n$\n\n1.28\n\n \n\n \n\n \n\n4.35\n\n \n\nExercisable at March 31, 2026\n\n \n\n \n\n7,100,000\n\n \n\n \n\n$\n\n1.78\n\n \n\n \n\n \n\n4.12\n\n \n\nAs of March 31, 2026, we had 20,100,000 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our common stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 7,000,000 shares of common stock at an exercise price of $1.81 per share until May 2030; and (3) warrants to purchase 13,000,000 shares of common stock at an exercise price of $1.00 per share until September 2030.\n\n \n\nF-23\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n2017 Equity Incentive Plan\n\nIn 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 485,000 shares of common stock. Our Board of Directors and stockholders approved an increase of 4,515,000 shares in October 2020, an additional increase of 1,000,000 shares in March 2023, and an additional increase of 3,000,000 shares in February 2024, bringing the total shares allowed under the 2017 Plan to 9,000,000. The 2017 Plan was terminated with respect to future awards on August 29, 2025.\n\n2025 Long-Term Incentive Plan\n\nOn 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 10,000,000 shares of common stock. As of March 31, 2026, there were 9,139,278 shares available to be issued under the 2025 Plan.\n\nOptions Granted\n\nDuring the year ended March 31, 2024, we granted stock options (“Options”) to purchase 400,000 shares of our common stock, of which (i) 100,000 Options vested on July 24, 2023, and (ii) 300,000 Options were to vest in equal quarterly installments of 25,000 over three years beginning on September 30, 2023. The Options are exercisable at $2.08 per share and have a term of ten years. The vesting of the Options was accelerated to be fully vested on May 30, 2025 upon the execution of the separation agreement with our former Chief Executive Officer. We recognized $48,725 and $123,935 in expense related to the Options for years ended March 31, 2026 and 2025, respectively.\n\nThe following is a summary of our stock option activity during the year ended March 31, 2026:\n\n \n\nNumber of Options\n\n \n\n \n\nWeighted Average Exercise Price\n\n \n\n \n\nWeighted Average Grant Date Fair Value\n\n \n\n \n\nWeighted Average Remaining Life in Years\n\n \n\nOutstanding, April 1, 2025\n\n \n\n \n\n \n\n400,000\n\n \n\n \n\n$\n\n2.08\n\n \n\n \n\n$\n\n \n\n1.50\n\n \n\n \n\n \n\n \n\n8.32\n\n \n\nGranted\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\nExercised\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\nCanceled/Forfeited\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n-\n\n \n\nOutstanding, March 31, 2026\n\n \n\n \n\n \n\n400,000\n\n \n\n \n\n$\n\n2.08\n\n \n\n \n\n$\n\n \n\n1.50\n\n \n\n \n\n \n\n \n\n7.32\n\n \n\nAs of March 31, 2026, there was no unrecognized compensation expense related to unvested stock options.\n\nStock Awards\n\nA summary of stock award activity for the year ended March 31, 2026 under the 2025 Plan is as follows:\n\n \n\n \n\nNumber of Shares\n\n \n\n \n\nWeighted-Average Grant-Date Fair Value Per Share\n\n \n\nOutstanding at April 1, 2025\n\n \n\n \n\n-\n\n \n\n \n\n$\n\n \n\n-\n\n \n\nGranted\n\n \n\n \n\n995,000\n\n \n\n \n\n \n\n \n\n1.54\n\n \n\nVested\n\n \n\n \n\n(383,750\n\n)\n\n \n\n \n\n \n\n1.53\n\n \n\nForfeited\n\n \n\n \n\n(56,250\n\n)\n\n \n\n \n\n \n\n1.53\n\n \n\nOutstanding at March 31, 2026\n\n \n\n \n\n555,000\n\n \n\n \n\n$\n\n \n\n1.54\n\n \n\nAs of March 31, 2026, there was $724,598 of unrecognized compensation expense related to unvested stock awards, granted under the 2025 Plan, which is expected to be recognized over a weighted-average period of approximately 0.61 years.\n\nA summary of stock award activity for the year ended March 31, 2026 under the 2017 Plan is as follows:\n\n \n\n \n\nNumber of Shares\n\n \n\n \n\nWeighted-Average Grant-Date Fair Value Per Share\n\n \n\nOutstanding at April 1, 2025\n\n \n\n \n\n215,196\n\n \n\n \n\n$\n\n \n\n2.24\n\n \n\nGranted\n\n \n\n \n\n377,498\n\n \n\n \n\n \n\n \n\n1.60\n\n \n\nVested\n\n \n\n \n\n(426,027\n\n)\n\n \n\n \n\n \n\n1.73\n\n \n\nForfeited\n\n \n\n \n\n(166,667\n\n)\n\n \n\n \n\n \n\n2.08\n\n \n\nOutstanding at March 31, 2026\n\n \n\n \n\n-\n\n \n\n \n\n$\n\n \n\n-\n\n \n\n \n\n \n\nF-24\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nAs of March 31, 2026, there was no unrecognized compensation expense related to unvested stock awards granted under the 2017 plan.\n\n \n\nNOTE 11 – INCOME TAXES\n\nThe income tax provision for the periods shown consist of the following:\n\n \n\n \n\nFor the year ended March 31,\n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCurrent\n\n \n\n \n\n \n\n \n\n \n\n \n\nUS Federal\n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\nUS State\n\n \n\n \n\n49,537\n\n \n\n \n\n \n\n-\n\n \n\nTotal current provision\n\n \n\n \n\n49,537\n\n \n\n \n\n \n\n-\n\n \n\nDeferred\n\n \n\n \n\n \n\n \n\n \n\n \n\nUS Federal\n\n \n\n \n\n(304,882\n\n)\n\n \n\n \n\n(5,601,975\n\n)\n\nUS State\n\n \n\n \n\n(80,378\n\n)\n\n \n\n \n\n(1,556,266\n\n)\n\nTotal deferred benefit\n\n \n\n \n\n(385,260\n\n)\n\n \n\n \n\n(7,158,241\n\n)\n\nChange in valuation allowance\n\n \n\n \n\n385,260\n\n \n\n \n\n \n\n13,444,546\n\n \n\nIncome tax provision\n\n \n\n$\n\n49,537\n\n \n\n \n\n$\n\n6,286,305\n\n \n\nThe table below provides the updated requirements of ASU 2023-09 for our effective tax rate for the year ended March 31, 2026. See Note 2, Summary of Significant Accounting Policies for additional details on the adoption of ASU 2023-09.\n\n \n\n \n\nFor the year ended March 31,\n\n \n\n \n\n \n\n2026\n\n \n\nU.S. Federal\n\n \n\n$\n\n(1,017,769\n\n)\n\n \n\n \n\n \n\n21.0\n\n \n\n%\n\n \n\nState taxes, net of Federal income tax benefit\n\n \n\n \n\n(268,321\n\n)\n\n \n\n \n\n \n\n5.5\n\n \n\n%\n\n \n\nChange in valuation allowance\n\n \n\n \n\n1,140,184\n\n \n\n \n\n \n\n \n\n(23.4\n\n)\n\n%\n\n \n\nNon-deductible meals & entertainment\n\n \n\n \n\n105,414\n\n \n\n \n\n \n\n \n\n(2.2\n\n)\n\n%\n\n \n\nReturn-to-provision permanent non-deductible items\n\n \n\n \n\n90,029\n\n \n\n \n\n \n\n \n\n(1.9\n\n)\n\n%\n\n \n\nTotal provision for income taxes\n\n \n\n$\n\n49,537\n\n \n\n \n\n \n\n \n\n(1.0\n\n)\n\n%\n\n \n\nThe reconciliation of income tax expense computed at the U.S. federal statutory rate of 21% to the effective tax rate, prior to the adoption of ASU 2023-09, is as follows:\n\n \n\n \n\nFor the year ended March 31,\n\n \n\n2026\n\n \n\n \n\n \n\n2025\n\n \n\n \n\nU.S. Federal\n\n \n\n \n\n21.0\n\n \n\n%\n\n \n\n \n\n21.0\n\n \n\n%\n\nState taxes, net of Federal income tax benefit\n\n \n\n \n\n5.5\n\n \n\n%\n\n \n\n \n\n5.5\n\n \n\n%\n\nChange in valuation allowance\n\n \n\n \n\n(23.4\n\n)\n\n%\n\n \n\n \n\n(37.4\n\n)\n\n%\n\nOther adjustments\n\n \n\n \n\n0.0\n\n \n\n%\n\n \n\n \n\n0.1\n\n \n\n%\n\nNon-deductible meals & entertainment\n\n \n\n \n\n(2.2\n\n)\n\n%\n\n \n\n \n\n0.0\n\n \n\n%\n\nReturn-to-provision permanent non-deductible items\n\n \n\n \n\n(1.9\n\n)\n\n%\n\n \n\n \n\n0.0\n\n \n\n%\n\nEffective tax rate\n\n \n\n \n\n(1.0\n\n)\n\n%\n\n \n\n \n\n(10.8\n\n)\n\n%\n\n \n\nOur effective tax rates were (1.0%) and (10.8%) for the years ended March 31, 2026 and 2025, respectively. During the year ended March 31, 2026, the effective tax rate differed from the U.S. federal statutory rate primarily due to recovery of unrecognized tax benefits and changes in our valuation allowance. During the year ended March 31, 2026, we recorded a valuation allowance of $36.4 million due to uncertainty regarding the timing and utilization of losses in future periods. During the year ended March 31, 2025, the effective tax rate differed from the U.S. federal statutory rate primarily due to employee stock awards and changes in valuation allowance. During the year ended March 31, 2025, we recorded a valuation allowance of $36.0 million due to uncertainty regarding the timing and utilization of losses in future periods.\n\n \n\nF-25\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nState taxes in Georgia, Arizona and Wisconsin represent the majority of the tax effect within this category. Following adoption of ASU 2023-09, our cash income taxes paid, net of refunds for the year ended March 31, 2026 were as follows:\n\nU.S. Federal\n\n \n\n$\n\n-\n\n \n\nState1\n\n \n\n \n\n \n\nGeorgia\n\n \n\n \n\n49,287\n\n \n\nOther states\n\n \n\n \n\n250\n\n \n\nTotal cash paid for income taxes, net of refunds\n\n \n\n$\n\n49,537\n\n \n\n1Georgia was the only jurisdiction to meet the 5% disaggregation threshold.\n\nSignificant components of our deferred tax liabilities and assets are as follows:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAs of March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nDeferred tax assets\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet operating loss carryforward\n\n \n\n$\n\n35,465,705\n\n \n\n \n\n$\n\n16,557,351\n\n \n\nLoss on purchase\n\n \n\n \n\n—\n\n \n\n \n\n \n\n2,213,969\n\n \n\nImpairment - Ammunition segment\n\n \n\n \n\n—\n\n \n\n \n\n \n\n12,398,990\n\n \n\nInventory capitalization - Section 263A\n\n \n\n \n\n—\n\n \n\n \n\n \n\n472,665\n\n \n\nBad debt allowance\n\n \n\n \n\n627,013\n\n \n\n \n\n \n\n1,045,220\n\n \n\nLegal reserve settlement\n\n \n\n \n\n417,948\n\n \n\n \n\n \n\n7,978,747\n\n \n\nCompensation\n\n \n\n \n\n1,480,036\n\n \n\n \n\n \n\n1,154,090\n\n \n\nOther timing differences\n\n \n\n \n\n568,591\n\n \n\n \n\n \n\n481,036\n\n \n\nTotal deferred tax assets\n\n \n\n$\n\n38,559,293\n\n \n\n \n\n$\n\n42,302,068\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDeferred tax liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation expense\n\n \n\n$\n\n(134,837\n\n)\n\n \n\n$\n\n(3,523,690\n\n)\n\nChange in estimate and accounting method\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(699,392\n\n)\n\nAccounting method change - Section 481A\n\n \n\n \n\n(587,500\n\n)\n\n \n\n \n\n-\n\n \n\nAmortization - intangible assets\n\n \n\n \n\n(1,328,882\n\n)\n\n \n\n \n\n(2,114,232\n\n)\n\nTotal deferred tax liabilities\n\n \n\n \n\n(2,051,219\n\n)\n\n \n\n \n\n(6,337,314\n\n)\n\nNet deferred tax asset\n\n \n\n$\n\n36,508,074\n\n \n\n \n\n$\n\n35,964,754\n\n \n\nValuation allowance\n\n \n\n \n\n(36,508,074\n\n)\n\n \n\n \n\n(35,964,754\n\n)\n\nNet deferred tax asset\n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\nNet operating loss carryforwards have an indefinite useful life.\n\n \n\nF-26\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe following table summarizes the activity related to unrecognized tax benefits as follows:\n\n \n\n \n\nAs of March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nOpening balance\n\n \n\n$\n\n2,003,585\n\n \n\n \n\n$\n\n—\n\n \n\nCharged to net income\n\n \n\n \n\n(2,003,585\n\n)\n\n \n\n \n\n2,003,585\n\n \n\nWrite-offs, net of recoveries\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\nClosing balance\n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n2,003,585\n\n \n\nWe account for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken and recognize a liability if we have taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities.\n\nWe have evaluated tax positions taken by us as of March 31, 2026 and 2025 in accordance with the recognition and measurement framework within ASC No. 740-10, and have concluded that the benefits associated with certain tax positions should not be recognized on the financial statements for the year ended March 31, 2025. As such, we recorded an additional income tax payable on the consolidated balance sheet of $1.9 million as of March 31, 2025. Included within this amount is accrued penalties and interest of $0.3 million. We record penalties and interest associated with uncertain tax positions as a component of income tax expense. During the year ended March 31, 2026, we took corrective action with the IRS that now meets the more likely than not standard and therefore recognized a tax benefit related to the tax position and reversed the associated penalties. We recorded a reversal of income tax payable in the amount of $1.6 million and accrued penalties of $0.3 million in the year ended March 31, 2026.\n\nThe tax periods ended March 31, 2022, 2023, 2024, 2025, and 2026 are subject to audit by the Internal Revenue Service.\n\nOn July 4, 2025, the One Big Beautiful Bill Act (\"OBBBA\") was signed into law. The OBBBA makes permanent or introduces certain changes to the Internal Revenue Code, including 100% bonus depreciation, the deductibility of interest expense, and expensing domestic research costs. ASC No 740 requires that the effect of changes in tax rates and laws be recognized the period in which the legislation is enacted. The impact of this change primarily resulted in a reclassification from current to deferred taxes.\n\nNOTE 12 – INTANGIBLE ASSETS\n\nOn April 30, 2021, we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company and Gemini Direct Investments, LLC, a Nevada limited liability company (\"Gemini\"), whereby SpeedLight Group I, LLC merged with and into Gemini, with SpeedLight Group I, LLC surviving the merger as a wholly owned subsidiary of the Company (the \"Merger\"). At the time of the Merger, Gemini had nine subsidiaries, all of which are related to Gemini’s ownership of GunBroker, an online auction marketplace dedicated to firearms, hunting, shooting, and related products. The intangible assets acquired include a tradename, customer relationships, intellectual property, software, and domain names.\n\nTotal amortization expense of our intangible assets was $12,129,984 and $12,121,433 for the years ended March 31, 2026 and 2025, respectively.\n\n \n\nF-27\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nOther intangible assets consisted of the following:\n\n \n\n \n\n \n\n \n\nAs of March 31,\n\n \n\n \n\n \n\nWeighted Average\nRemaining Life\n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nTradename\n\n \n\n10.08\n\n \n\n$\n\n76,532,389\n\n \n\n \n\n$\n\n76,532,389\n\n \n\nCustomer list\n\n \n\n5.08\n\n \n\n \n\n65,252,802\n\n \n\n \n\n \n\n65,252,802\n\n \n\nIntellectual property\n\n \n\n5.08\n\n \n\n \n\n4,224,442\n\n \n\n \n\n \n\n4,224,442\n\n \n\nOther intangible assets\n\n \n\n8.66\n\n \n\n \n\n486,017\n\n \n\n \n\n \n\n357,747\n\n \n\nGross intangible assets\n\n \n\n \n\n \n\n \n\n146,495,650\n\n \n\n \n\n \n\n146,367,380\n\n \n\nAccumulated amortization – intangible assets\n\n \n\n \n\n \n\n \n\n(59,605,597\n\n)\n\n \n\n \n\n(47,475,613\n\n)\n\nNet intangible assets\n\n \n\n \n\n \n\n$\n\n86,890,053\n\n \n\n \n\n$\n\n98,891,767\n\n \n\nAnnual estimated amortization of intangible assets for the next five fiscal years are as follows:\n\nYears Ended March 31,\n\n \n\nAmount\n\n \n\n2027\n\n \n\n$\n\n12,064,397\n\n \n\n2028\n\n \n\n \n\n12,058,435\n\n \n\n2029\n\n \n\n \n\n12,058,435\n\n \n\n2030\n\n \n\n \n\n12,058,435\n\n \n\n2031\n\n \n\n \n\n12,058,435\n\n \n\nThereafter\n\n \n\n \n\n26,591,916\n\n \n\nTotal\n\n \n\n$\n\n86,890,053\n\n \n\n \n\nNOTE 13 – SEGMENTS\n\nWe define our segments as those operations whose results our chief operating decision maker (\"CODM\") reviews to analyze performance and allocate resources. As described in Note 2 under the caption “Assets Held for Sale and Discontinued Operations,” as well as Note 4,\"Discontinued Operations\", effective as of the fourth quarter of fiscal 2025, we no longer report the Ammunition segment; we now report our financial performance based on one segment.\n\nOur CODM is our chief executive officer. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated earnings before interest expense, income taxes, depreciation and amortization (\"EBITDA\"). The CODM uses consolidated EBITDA to analyze how profitable the business is, including reviewing in comparison to budget and in comparison to the prior year performance when making decisions on allocating capital and resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statement of operations.\n\nOur CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.\n\n \n\nF-28\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nThe following table presents consolidated EBITDA for our reportable segment:\n\n \n\nFor the Year Ended March 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet revenues\n\n \n\n$\n\n51,125,398\n\n \n\n \n\n$\n\n49,401,547\n\n \n\n \n\nCost of revenues\n\n \n\n \n\n6,524,437\n\n \n\n \n\n \n\n6,468,031\n\n \n\n \n\nSelling and marketing\n\n \n\n \n\n550,333\n\n \n\n \n\n \n\n610,926\n\n \n\n \n\nCorporate and administrative\n\n \n\n \n\n22,674,572\n\n \n\n \n\n \n\n70,594,542\n\n \n\n \n\nEmployee salaries and related expenses\n\n \n\n \n\n13,271,678\n\n \n\n \n\n \n\n17,851,628\n\n \n\n \n\nConsolidated EBITDA\n\n \n\n \n\n8,104,378\n\n \n\n \n\n \n\n(46,123,580\n\n)\n\n \n\nAdjustments and reconciling items:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation and amortization\n\n \n\n \n\n(14,396,813\n\n)\n\n \n\n \n\n(13,589,698\n\n)\n\n \n\nOther income/(expense)\n\n \n\n \n\n2,364,142\n\n \n\n \n\n \n\n860,293\n\n \n\n \n\nInterest expense\n\n \n\n \n\n(1,769,656\n\n)\n\n \n\n \n\n(82,173\n\n)\n\n \n\nGain on the extinguishment of debt\n\n \n\n \n\n801,894\n\n \n\n \n\n \n\n—\n\n \n\n \n\nProvision for income taxes\n\n \n\n \n\n(49,537\n\n)\n\n \n\n \n\n(6,286,305\n\n)\n\n \n\nNet loss from continuing operations\n\n \n\n$\n\n(4,945,592\n\n)\n\n \n\n$\n\n(65,221,463\n\n)\n\n \n\n \n\nNOTE 14 – CONTINGENCIES\n\nCertain conditions may exist as of the date the 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.\n\nIf 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 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.\n\nDelaware Litigation\n\nOn 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 $140 million. On August 1, 2023, the Company filed a separate lawsuit against Mr. Urvan in the Delaware Court alleging, among other things, that Mr. Urvan committed fraud in connection with the GunBroker.com sale, and that Mr. Urvan breached his indemnification obligations to the Company after the sale. On September 11, 2023, the Delaware Court consolidated the Company’s lawsuit against Mr. Urvan with Mr. Urvan’s lawsuit against the Company and the individual defendants (the “Delaware Litigation”).\n\nOn 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 $29.1 million during the year ended March 31, 2025. During the year ended March 31, 2026, we recorded the Warrant, the Additional Warrant and the Notes issued to an affiliate of Mr. Urvan in the settlement. Please see Note 8, “Related Party Transactions,” for additional information regarding the Warrant, the Additional Warrant and the Notes.\n\nSEC Investigation\n\nThe 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\n\n \n\nF-29\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nservice 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.\n\nVista\n\nOn 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.\n\nOn 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 $2.75 million in cash in twelve equal quarterly installments, with the first installment due December 1, 2025 and subsequent installments due quarterly. Vista was required to dismiss the lawsuit with prejudice in return for a release of all claims relating to the matter.\n\nAs of March 31, 2026, we had a liability of $2.3 million, $0.9 million of which is recorded in accounts payable and $1.4 million of which is recorded in other long-term liabilities on the consolidated balance sheet. During the year ended March 31, 2026, we made payments of $0.5 million in accordance with the Vista Settlement and Release.\n\nWeiland\n\nOn May 20, 2026, the Company entered into a Settlement Agreement and Release (\"Settlement and Release\") with Wieland Rolled Products North America Buffalo, Inc. (“Wieland”) to resolve disputes and claims arising out of or relating to cancellation of purchase orders in connection with our sale of the Ammunition segment.\n\nUnder the terms of the Settlement and Release, we agreed to pay Wieland $0.2 million in cash by May 31, 2026. The parties agreed to mutual releases of all claims relating to the matter. The related purchase order, order acknowledgments, and standard terms and conditions of sale were terminated and cancelled as a function of the settlement. The Settlement and Release did not constitute an admission of liability or fault by either party.\n\nAs of March 31, 2026, we had a liability of $0.2 million recorded in accrued expenses on the consolidated balance sheet.\n\nDCP Matter\n\nOn 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 filed its Answer and Counterclaims. The Company and DCP engaged in fact and expert discovery for several months.\n\nOn February 20, 2026, we entered into a settlement agreement with DCP, resolving the MN Action. Under the terms of the settlement agreement, the Company paid to DCP $4.4 million on February 27, 2026 in full and final settlement of the MN Action. Upon payment, the parties filed a stipulated dismissal of the MN Action with prejudice. The settlement agreement includes customary mutual releases, but does not release certain non-affiliate third-party contractors. The settlement does not constitute an admission of liability or wrongdoing by the Company or any of its subsidiaries.\n\nSales Taxes\n\nWe are subject to sales and use tax audits, inquiries and other proceedings by state and local taxing authorities in the ordinary course of business. As of March 31, 2026, the Company and certain of its subsidiaries were the subject of open sales and use tax audits or related administrative proceedings in a number of jurisdictions for matters involving the Company's GunBroker.com marketplace business. These matters are in various stages of audit, protest or administrative review.\n\n \n\nF-30\n\nOUTDOOR HOLDING COMPANY\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nWe assessed these matters under the loss contingency framework described above. We believe that an unfavorable outcome is reasonably possible but not probable. With respect to the open matters for which no assessment has been asserted we are unable to reasonably estimate the amount or range of any reasonably possible loss given the early stage of those proceedings and the unresolved legal and factual issues. Because the criteria for accrual under the framework described above have not been met, we have not recorded an accrual for these matters as of March 31, 2026. An unfavorable resolution of one or more of these matters could result in additional tax, interest or penalties that could be material to our consolidated financial statements, results of operations or cash flows.\n\nThere were no other known contingencies as of March 31, 2026.\n\nNOTE 15 – EMPLOYEE BENEFIT PLANS\n\nWe provides defined contribution plans covering employees subject to minimum age and service guidelines. Eligible employees may contribute a percentage of their annual compensation subject to statutory guidelines. We make non-discretionary contributions to the plans, which amounted to $0.4 million and $0.7 million for the years ended March 31, 2026 and 2025, respectively, and are included in cash-based compensation in the consolidated statements of operations. Under the terms of the plans, a participant becomes 100% vested in the Company's matching contributions after one year of credited service.\n\n \n\nNOTE 16 – SUBSEQUENT EVENTS\n\nEffective April 1, 2026, we terminated the Sunflower Agreement and did not incur an early termination penalty. The facility had no outstanding balance at the time of termination, no collateral, and the termination does not materially impact the Company’s liquidity or capital resources. As a result of the termination, the Company is no longer subject to any of the debt covenants imposed under the Sunflower Agreement.\n\n \n\n \n\nF-31"}