11/10/2025 | Press release | Distributed by Public on 11/10/2025 05:25
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management's perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (i) the accompanying unaudited condensed consolidated financial statements and notes thereto for the three and six months ended September 30, 2025, (ii) the audited consolidated financial statements and notes thereto for the year ended March 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on June 16, 2025 (the "Form 10-K") and (iii) the discussion under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. Except for certain information as of March 31, 2025, all amounts herein are unaudited. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q (this "Form 10-Q"), particularly in the section entitled "Risk Factors." Unless we state otherwise or the context otherwise requires, the terms "we," "us," "our" and the "Company" refer to Outdoor Holding Company (formerly AMMO, Inc.) and its consolidated subsidiaries.
Overview
Outdoor Holding Company is the owner of the GunBroker Marketplace ("GunBroker" or the "Marketplace"), a leading online marketplace serving the firearms and shooting sports industries. Through our Marketplace, we allow third party sellers to list items consisting of firearms, hunting gear, fishing equipment, outdoor gear, collectibles, and much more, while facilitating compliance with federal and state laws that govern the sale of firearms and other restricted items. This allows our base of over 8.6 million users to follow ownership policies and regulations through our network of approximately 32,000 federally licensed firearms dealers who serve as transfer agents. The nature and operation of the Marketplace as an online auction and sales platform also affords us a unique view into the total domestic market for the purpose of understanding sales trends at a granular level across all elements of the outdoor sports and shooting space. We generate revenue from marketplace fees, which include marketplace revenue, compliance fee revenue, advertising campaign revenue and shipping revenue. Our key strategic initiatives for the remainder of fiscal year 2026 include: launching universal payment processing to drive electronic transactions, decrease transaction friction, increase gross merchandise value ("GMV"), and accelerate user adoption; repurchasing shares (subject to Board approval) to improve the Company's capital structure; advancing our restructuring efforts to further streamline the business and reduce operational costs; and implementing further user enhancements to the platform with new tools, analytics, and personalization features to deliver best-in-class buyer and seller experiences.
Recent Developments
Discontinued Operations
We began our operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker.com business in 2021, we conducted operations through two operating and reportable segments, Ammunition and Marketplace. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition component and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace, which, in its role as an e-commerce marketplace site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories.
In fiscal year 2025, we initiated a formal review of various strategic alternatives. This review resulted in the decision to sell the Ammunition segment. On January 20, 2025, we entered into an Asset Purchase Agreement, as amended (the "Asset Purchase Agreement") with Olin Winchester, LLC (the "Buyer"), pursuant to which the Buyer agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the "Ammunition Manufacturing Business") along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business' dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the "Transaction"). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. On April 21, 2025, we changed our name from "AMMO, Inc." to "Outdoor Holding Company". As of January 20, 2025, the Ammunition segment met
the held for sale and discontinued operations accounting criteria. For information on discontinued operations, refer to Note 2 to our condensed consolidated financial statements under the caption "Discontinued Operations" and Note 4, "Discontinued Operations and Assets Held for Sale".
Settlement of Delaware Litigation
As described in Note 12, "Related Party Transactions" and Note 14, "Contingencies," in April 2023, Steven F. Urvan filed a lawsuit against the Company and certain of its directors, former directors, employees, former employees, and consultants, related to the Company's acquisition of GunBroker.com and certain affiliated companies. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. In May 2023, the Board of Directors established a special committee to address the litigation initiated by Mr. Urvan, as well as a separate lawsuit subsequently filed by the Company against Mr. Urvan (the lawsuit filed by Mr. Urvan together with the lawsuit filed by the Company, the "Delaware Litigation").
On May 21, 2025, the Company entered into a Settlement Agreement (the "Settlement Agreement"), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Speedlight"), Mr. Urvan, and the following persons, each of whom serves or previously served on the Board of Directors: Richard R. Childress, Jared Smith, Fred W. Wagenhals and Russell Williams Wallace, Jr. (collectively, the "Legacy Directors"). The Settlement Agreement became effective as of 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the "Settlement Effective Date"). As a result and pursuant to the Settlement Agreement, effective as of the Settlement Effective Date, (i) Jared Smith resigned as a member of the Board of Directors and from his position as the Chief Executive Officer of the Company and as an officer or member of each of the Company's direct and indirect subsidiaries and (ii) Mr. Urvan was appointed as the Chief Executive Officer of the Company and as the Chairman of the Board of Directors. In addition, in accordance with the Settlement Agreement, on June 3, 2025, the Company, Speedlight, Mr. Urvan and the Legacy Directors filed a Stipulation of Voluntary Dismissal With Prejudice dismissing, with prejudice, all claims asserted in the Delaware Litigation.
As partial consideration for the settlement, on the Settlement Effective Date, the Company issued to an affiliated designee of Mr. Urvan, a warrant to purchase 7.0 million shares of Common Stock (the "Warrant"). The Warrant has a five-year term and an exercise price of $1.81 per share. Pursuant to the terms of the Warrant, the Warrant is exercisable at the holder's discretion, in whole or in part, on or after the six-month anniversary of the Settlement Effective Date, subject to certain accelerated vesting in certain circumstances.
In addition to the Warrant, the Company issued to an affiliated designee of Mr. Urvan, (i) an unsecured promissory note in a principal amount of $12.0 million ("Note 1") and (ii) an unsecured promissory note in a principal amount of $39.0 million ("Note 2" and together with Note 1, the "Notes"). Note 1 bears interest at 6.50% per annum (subject to a 2.00% increase during an event of default), which interest is payable to the holder annually on the anniversary of the Settlement Effective Date, beginning on the first anniversary of the Settlement Effective Date (each interest payment due date, an "Interest Payment Date"). Note 2 bore interest at a rate per annum equal to the applicable federal rate for long-term loans in effect on the Settlement Effective Date (subject to a 2.00% increase during an event of default), which was payable to the holder annually on the Interest Payment Date.
The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on the 12th anniversary of the Settlement Effective Date. Pursuant to the terms of Note 1, the Company is required to make annual prepayments of $1.0 million (inclusive of accrued and unpaid interest then due and payable) to the holder on each Interest Payment Date. The Company has the right to prepay all or any part of the principal or interest of Note 1 without penalty.
With respect to Note 2, the Company also had the option, at any time prior to the first anniversary of the Settlement Effective Date, to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and accrued and unpaid interest thereon in exchange for the issuance of a warrant (the "Additional Warrant") to purchase 13.0 million shares of Common Stock (the "Prepayment Option"). On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant to Mr. Urvan's affiliated designee. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 were deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. The Additional Warrant has a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant is exercisable at the holder's discretion, in whole or in part, on or after September 17, 2026, subject to accelerated vesting in certain
circumstances. Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.
Results of Operations
The following table presents summarized financial information taken from our unaudited condensed consolidated statements of operations for the three and six months ended September 30, 2025, compared with the three and six months ended September 30, 2024:
|
For the Three Months Ended September 30 |
For the Six Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(unaudited) |
(unaudited) |
|||||||||||||||
|
Net revenues |
$ |
11,984,314 |
$ |
11,983,021 |
$ |
23,841,540 |
$ |
24,265,012 |
||||||||
|
Cost of revenues |
1,543,235 |
1,569,311 |
3,065,483 |
3,314,101 |
||||||||||||
|
Gross profit |
10,441,079 |
10,413,710 |
20,776,057 |
20,950,911 |
||||||||||||
|
Operating expenses |
9,734,055 |
16,439,324 |
26,079,708 |
33,211,890 |
||||||||||||
|
Income (loss) from operations |
707,024 |
(6,025,614 |
) |
(5,303,651 |
) |
(12,260,979 |
) |
|||||||||
|
Other income (expense) |
||||||||||||||||
|
Other income (expense), net |
697,804 |
157,409 |
845,786 |
364,163 |
||||||||||||
|
Income (loss) before provision for income taxes from continuing operations |
1,404,828 |
(5,868,205 |
) |
(4,457,865 |
) |
(11,896,816 |
) |
|||||||||
|
Provision for income taxes |
- |
- |
- |
5,968,414 |
||||||||||||
|
Net income (loss) from continuing operations |
$ |
1,404,828 |
$ |
(5,868,205 |
) |
$ |
(4,457,865 |
) |
$ |
(17,865,230 |
) |
|||||
Non-GAAP Financial Measures
We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under accounting principles generally accepted in the United States ("GAAP"), the following information includes key operating metrics and non-GAAP financial measures that we use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company's performance. We have included these non-GAAP financial measures in this Form 10-Q because they are key measures management uses to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.
Adjusted EBITDA
|
For the Three Months Ended September 30, |
For the Six Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
||||||||||||||
|
(Unaudited) |
(Unaudited) |
||||||||||||||||
|
Reconciliation of GAAP net income (loss) from continuing operations to Adjusted EBITDA |
|||||||||||||||||
|
Net income (loss) from continuing operations |
$ |
1,404,828 |
$ |
(5,868,205 |
) |
$ |
(4,457,865 |
) |
$ |
(17,865,230 |
) |
||||||
|
Provision for income taxes |
- |
- |
- |
5,968,414 |
|||||||||||||
|
Depreciation and amortization |
3,575,591 |
3,375,476 |
7,085,612 |
6,721,279 |
|||||||||||||
|
Interest expense, net |
929,596 |
45,444 |
1,277,926 |
90,922 |
|||||||||||||
|
Stock-based compensation |
- |
1,186,994 |
787,826 |
2,623,032 |
|||||||||||||
|
Other income (expense), net |
(825,506 |
) |
(202,853 |
) |
(1,321,818 |
) |
(455,085 |
) |
|||||||||
|
Acquisitions and divestitures |
29,350 |
154,228 |
108,747 |
154,228 |
|||||||||||||
|
Special Committee Investigation and restatement |
71,012 |
954,857 |
1,375,920 |
954,857 |
|||||||||||||
|
SEC Investigation |
(1,647,067 |
) |
3,653,236 |
(970,986 |
) |
5,242,045 |
|||||||||||
|
Delaware Litigation legal and professional fees |
(147,617 |
) |
649,764 |
1,207,247 |
1,328,883 |
||||||||||||
|
Corporate restructuring costs |
569,593 |
- |
2,005,286 |
- |
|||||||||||||
|
Gain on extinguishment of debt |
(801,894 |
) |
- |
(801,894 |
) |
- |
|||||||||||
|
Other nonrecurring expenses(1) |
1,750,000 |
- |
1,750,000 |
3,299,933 |
|||||||||||||
|
Adjusted EBITDA |
$ |
4,907,886 |
$ |
3,948,941 |
$ |
8,046,001 |
$ |
8,063,278 |
|||||||||
Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss) from continuing operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net income (loss) from continuing operations excluding (i) provision or benefit for income taxes, (ii) depreciation and amortization, (iii) interest expense, net, (iv) share-based compensation expenses relating to employee stock awards and common stock purchase options, (v) other income (expense), net, (vi) expenses related to acquisition and divestitures, (vii) gain on extinguishment of debt, (viii) professional service and legal fees related to an investigation conducted by a special committee of the Board of Directors (the "Special Committee Investigation"), a pending investigation of the Staff of the SEC Division of Enforcement and the Delaware Litigation and (ix) other nonrecurring expenses, such as contingencies associated with litigation or settlements and corporate restructuring costs related to headcount reductions, severance, and expense consolidation.
We believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.
Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net loss and our other financial results presented in accordance with GAAP.
Net Revenues
We generate revenue from marketplace fees, which includes marketplace revenue, compliance fee revenue, advertising revenue and shipping revenue. Marketplace revenue consists of optional listing fees with variable pricing components based on customer options and final value fees based on a percentage of the final selling price of the listed item. Compliance fee revenue consists of fees charged to customers based on the final price of an item at the time of purchase. In the next reporting quarter, the Compliance Fee will be called the Marketplace Service Fee, which will still be charged to customers based on the final price of an item at the time of purchase. Advertising revenue consists of fees charged for advertisement placement and impressions generated through the GunBroker website. Shipping revenue consists of fees for shipping of items sold on the GunBroker website.
Net revenues for the three months ended September 30, 2025 were consistent with the prior period. There was a minor reduction in volume through our Marketplace, offset by a minor increase in advertising revenue.
Net revenues for the six months ended September 30, 2025 decreased by $0.4 million, or 1.7%, from the prior period due to a decrease in GMV generated from our Marketplace due to market conditions partially offset by a minor increase in our take rate and a minor increase in advertising revenue.
Cost of Revenues
Cost of revenues consists of costs associated with facilitating transactions on the GunBroker platform as well as advertising costs.
Cost of revenues for the three months ended September 30, 2025 were consistent with the three months ended September 30, 2024.
Cost of revenues for the six months ended September 30, 2025 decreased $0.2 million compared to the six months ended September 30, 2024. This decrease was the result of a decrease in credit card processing fees and a minor decrease in advertising expenses, as well as expenses to host our GunBroker.com website.
Gross Margin
Our gross margin, which measures our gross profit as a percentage of sales increased to 87.1% for both the three and six months ended September 30, 2025 from 86.9% and 86.3% for the three and six months ended September 30, 2024, respectively. The increase in gross margin was a result of improved platform monetization and an increasing mix of high-margin seller services, such as advertising and listing enhancements.
Operating Expenses
Operating expenses consist of selling and marketing expenses, which include tradeshows and marketing expenses; corporate general and administrative expenses, which include legal and professional fees, insurance and rent; employee salaries and related expenses, which include salaries, benefits and stock-based compensation and depreciation and amortization expenses.
Operating expenses decreased by approximately $6.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in operating expenses was the result of a decrease of $4.6 million in legal fees related to the completion of the Delaware Litigation and developments in the SEC Investigation, a $2.0 million reduction in legal fees associated with recording a receivable from our directors and officers insurance, a reduction of stock-based compensation expense of $1.2 million due to a reduction in stock award grants, a $0.3 million reduction in salaries and related expenses due to reduced headcount and a $0.4 million reduction due to a reduction in bad debt expense as a result of increased collection efforts. These decreases were partially offset by a $1.8 million increase associated with an increased contingency for a settlement with a vendor as part of our sale of the Ammunition Manufacturing Business.
Operating expenses decreased by approximately $7.1 million for the six months ended September 30, 2025 compared to the six months ended September 30, 2024. The decrease in operating expenses was the result of a reduction of $3.2 million in settlement contingencies that were recorded in the six months ended September 30, 2024 without a corresponding expense in the six months ended September 30, 2025 as well as a decrease in stock-based compensation expense of $1.8 million due to a reduction in stock award grants, a decrease of $4.3 million in legal fees related to the completion of the Delaware Litigation and developments in the SEC Investigation, and a $2.0 million
reduction in legal fees associated with recording a receivable from our directors and officers insurance. These decreases were partially offset by an increase of $2.0 million in employee salaries and related expenses as a result of severance costs associated with corporate restructuring, an increase in depreciation and amortization resulting from increased capitalized software development costs, and $1.8 million increase associated with an increased contingency for a settlement with a vendor as part of our sale of the Ammunition Manufacturing Business.
Other Income and Expenses, Net
Other income, net for the three months ended September 30, 2025 increased by $0.5 million compared to the three months ended September 30, 2024. This increase was primarily the result of recognizing a $0.8 million gain on the extinguishment of the $39.0 million note payable due to the conversion to the Additional Warrant, an increase of $0.4 million associated with the sale of equity securities, and an increase in interest income of $0.2 million due to a higher cash balance, partially offset by an increase in interest expense of $0.9 million related to the Notes issued in the Delaware Litigation settlement.
Total other income, net for the six months ended September 30, 2025 increased by $0.5 million compared to the six months ended September 30, 2024. This increase was primarily the result of recognizing an $0.8 million gain on the extinguishment of the $39.0 million note payable due to the conversion to a 13.0 million warrant in addition to an increase in interest income of $0.5 million due to a higher cash balance and an increase of $0.4 million associated with the sale of equity securities, partially offset by an increase in interest expense of $1.2 million related to the Notes issued in the Delaware Litigation settlement.
Income Taxes
For the three and six months ended September 30, 2025, we did not record a provision or benefit for federal and state income taxes due to recording a full valuation allowance against our net deferred tax assets. For the three and six months ended September 30, 2024, we recorded a provision for federal and state income taxes of approximately zero and $6.0 million respectively. The change in tax benefit for the six months ended September 30, 2024 was a result of recording a full valuation allowance against our deferred tax assets as we concluded it is more likely than not that the net deferred tax assets will not be realized.
Liquidity and Capital Resources
As of September 30, 2025, we had $65.7 million of cash and cash equivalents, an increase of $35.4 million from March 31, 2025. The increase was primarily attributable to the net proceeds received from the sale of the Ammunition Manufacturing Business of $42.9 million partially offset by cash used in operations.
Working Capital is summarized and compared as follows:
|
September 30, 2025 |
March 31, 2025 |
|||||||
|
Current assets |
$ |
78,301,114 |
$ |
72,148,138 |
||||
|
Current liabilities |
22,730,083 |
62,092,917 |
||||||
|
$ |
55,571,031 |
$ |
10,055,221 |
|||||
Changes in cash flow are summarized as follows:
Operating Activities
For the six months ended September 30, 2025, net cash used in operations was primarily the result of our net loss, a reduction in accounts payable and accrued liabilities primarily associated with a decrease in legal and professional fees as well as an increase in prepaid expenses and other current assets associated with payments for annual insurance and a receivable due from claims under the directors and officers insurance policy. The cash used in operations was partially offset by the benefit of non-cash expenses for depreciation and amortization.
For the six months ended September 30, 2024, net cash provided by operations was primarily the result of an increase in accrued liabilities and accounts payable related to unpaid legal and professional fees and an increase in accounts receivable due the timing of collecting of revenues generated from the prior quarter. The cash provided by operations also included the benefit of non-cash expenses for depreciation and amortization, employee stock compensation, and the change in the valuation allowance placed on deferred income taxes.
Investing Activities
For the six months ended September 30, 2025, net cash provided by investing activities consisted primarily of proceeds of $42.9 million related to the sale of the Ammunition Manufacturing Business and $0.5 million in proceeds from the sale of an equity investment partially offset by $1.6 million in capitalized development costs related to our Marketplace.
For the six months ended September 30, 2024, net cash used in investing activities consisted of $2.0 million related to capitalized development costs for our Marketplace.
Financing Activities
For the six months ended September 30, 2025, net cash used in financing activities consisted of $1.4 million in payments of preferred stock dividends and $0.2 million used in the repurchase of common stock to cover taxes on shares issued to employees.
For the six months ended September 30, 2024, net cash used in financing activities consisted of $1.4 million of insurance premium note payments, $1.4 million in payments of preferred stock dividends, $5.9 million used to repurchase shares of common stock pursuant to our then-existing repurchase plan, and $0.5 million used in the repurchase of common shares to cover taxes on shares issued to employees.
Liquidity
We expect existing working capital and cash flows from operations to be adequate to fund our operations over the next 12 months. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, sales of equity, the sale of our Ammunition Manufacturing Business and related-party notes. These sources have been adequate to fund our recurring cash expenditures including but not limited to our working capital requirements, capital expenditures to expand our operations, debt repayments, and acquisitions. In the longer-term, we intend to continue to use the aforementioned sources of funding for capital expenditures, debt repayments and any potential acquisitions.
Leases
We currently lease two locations that are used for our offices. On 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. As of September 30, 2025, we had $1.4 million of fixed lease payment obligations with $0.3 million payable within the next 12 months. Please refer to Note 6, "Leases" for additional information.
Promissory Notes Issued in Settlement of the Delaware Litigation
As described in the "Recent Developments" section, on May 30, 2025, we issued Note 1 and Note 2 pursuant to the Settlement Agreement. The aggregate principal amount of Note 1 and Note 2 was $51.0 million, and we were required to make aggregate annual prepayments of $2.95 million beginning on May 30, 2026.
For the three months ended September 30, 2025, we recorded interest expense of $245,865 and $683,695 on Notes 1 and 2, respectively. For the six months ended September 30, 2025, we recorded interest expense of $327,820 and $950,070 on Notes 1 and 2, respectively.
On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant in satisfaction of Note 2. The prepayment of Note 2 was accounted for as an extinguishment of debt and a gain of $801,894 was recognized on the condensed consolidated income statement. After the prepayment of Note 2, the remaining principal balance on Note 1 is 12.0 million and we are required to make an annual prepayment of $1.0 million on Note 1 beginning on May 30, 2026.
Revolving Loan
On December 29, 2023, we entered into a Loan and Security Agreement (the "Sunflower Agreement") by and among the Company and the other borrowers party to the Sunflower Agreement, the lenders party thereto (collectively, the "Lenders") and Sunflower Bank, N.A., as administrative agent and collateral agent (the "Agent"), pursuant to which the Lenders provided us a revolving loan ("Revolving Loan") in the principal amount of the lesser of (a) $20.0 million (the "Total Commitment Amount") and (b) the borrowing base (a formula based on certain amounts owed to borrower for goods sold or services provided and eligible inventory). The proceeds of loans under the Sunflower Agreement could be used for working capital, general corporate purposes, permitted acquisitions, to
pay fees and expenses incurred in connection with the Revolving Loan, to facilitate our stock repurchase program and to fund our general business requirements.
We could borrow, repay and re-borrow under the Revolving Loan until December 29, 2026, at which time the commitments would terminate and all outstanding loans, together with all accrued and unpaid interest, must be repaid. If the Revolving Loan is refinanced by another lender prior to December 29, 2026, there is an additional fee payable concurrently with such refinancing based on a percentage (ranging from 1.0% to 3.0%) of the Total Commitment Amount depending on the date of the refinancing. Upon an event of default under the Sunflower Agreement, all obligations under the Sunflower Agreement would bear interest at a rate equal to three (3.0) percentage points above the interest rate applicable immediately prior to the occurrence of the event of default.
On April 18, 2025, we entered into a Consent and Second Amendment to the Sunflower Agreement (the "Second Sunflower Loan Amendment"). Pursuant to the Second Sunflower Loan Amendment, we and the Agent agreed to, among other things: (i) release the Agent's security interest in all collateral securing our obligations under the Sunflower Agreement upon consummation of the sale of the Ammunition Manufacturing Business; (ii) reduce all amounts available under the Revolving Loan to zero dollars as of the effective date of the Second Sunflower Loan Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $5.0 million, representing 100% of the Revolving Line Commitment (as defined in the Sunflower Agreement) available under the Sunflower Agreement, executed by the Company in favor of Agent as of the effective date of the Second Sunflower Loan Amendment; and (iv) certain other amendments to the Company's customary covenants and obligations under the Sunflower Agreement that only take effect in the event the Revolving Line Availability (as defined in the Sunflower Agreement) is greater than zero dollars.
Upon signing of the Second Sunflower Loan Amendment, the Revolving Line Availability was reduced to zero dollars and will remain at zero dollars unless we provide the Agent with a security interest in new collateral or otherwise further amend the Sunflower Agreement.
On May 13, 2025, the Company entered into a Third Amendment to the Sunflower Agreement (the "Third Sunflower Loan Amendment"). Pursuant to the Third Sunflower Loan Amendment, we and the Agent agreed to change the definitions in the Sunflower Agreement of: (i) "AMMO, Inc" to "Outdoor Holding Company," (ii) "Ammo" to "OHC," (iii) "AMMO TECHNOLOGIES, INC" to "OHC TECHNOLOGIES, INC," and (iv) "AMMO MUNITIONS, INC" to "OHC MUNITIONS, INC."
As of September 30, 2025, we did not have an outstanding balance on the Revolving Loan.
Off-Balance Sheet Arrangements
As of September 30, 2025 and March 31, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.
Critical Accounting Estimates
Our condensed consolidated financial statements were prepared in accordance with GAAP. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Our estimates are evaluated on an ongoing basis and are drawn from historical operations, current trends, future business plans and other factors that management believes are relevant at the time our condensed consolidated financial statements are prepared. Actual results may differ from our estimates. Management believes that the accounting estimates reflect the more significant judgments and estimates we use in preparing our condensed consolidated financial statements.
Certain accounting policies that require significant management estimates, and are deemed critical to our results of operations or financial position, are discussed in the critical accounting policies and estimates section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. There have been no material changes to the critical accounting policies disclosed in the Form 10-K.