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Cover - shares | 3 Months Ended |
--- | --- | ---
Jun. 30, 2024 | May 15, 2025
Document Type | 10-Q/A |
Amendment Flag | true |
Amendment Description | Outdoor Holding Company (formerly AMMO, Inc.) (“Ammo”, “we,” “us,” “our” or the “Company”) is filing this Amendment No. 1 to Form 10-Q (this “Amendment” or this “Form 10-Q/A”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the three months ended June 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2024 (the "Original Filing"). In filing this Amendment, we are restating our previously issued unaudited condensed consolidated interim financial information as of and for the three months ended June 30, 2024 to account for the issues described in “Background of the Restatement” below. In addition, we recently filed Amendment No. 2 to the Form 10-K for the fiscal year ended March 31, 2024 (the “Form 10-K/A” and, together with this Form 10-Q/A, the “Amended Reports”), which included restated audited consolidated financial statements as of and for the fiscal years ended March 31, 2024, 2023 and 2022 and restated unaudited condensed consolidated interim financial information for each of the quarters within the fiscal year ended March 31, 2024 (collectively, the “Affected Periods”).Accordingly, investors and other readers should rely only on the financial information and other disclosures regarding the Affected Periods in the Amended Reports and in any other future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the Affected Periods described above. Sale of Ammo Manufacturing Business and Name Change On April 18, 2025, the Company, together with its subsidiaries AMMO Technologies, Inc., an Arizona corporation (“AMMO Tech”), Enlight Group II, LLC d/b/a Jagemann Munition Components d/b/a Buythebullets, a Delaware limited liability company (“Enlight”), Firelight Group I, LLC, a Delaware limited liability company (“Firelight”, and together with AMMO Tech, and Enlight, collectively, the “Sellers”, and the Sellers together with the Company, the “Seller Group”) completed the previously announced (i) sale of all assets of the Sellers related to the Sellers’ business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets of the Company related to the Ammunition Manufacturing Business, and (ii) assumption of certain liabilities of the Seller Group related to the Ammunition Manufacturing Business, for a gross purchase price of $75,000,000, subject to certain adjustments, in accordance with the terms of that certain Asset Purchase Agreement, dated January 20, 2025, by and among the Seller Group and Olin Winchester, LLC, a Delaware limited liability company (the “Buyer”), as amended on April 18, 2025 by the First Amendment to the Asset Purchase Agreement (the “Purchase Agreement” and the transaction contemplated thereby, the “Transaction"). The assets acquired, and the liabilities assumed, by the Buyer were those primarily related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, Wisconsin. The Company will continue to operate its online marketplace business associated with selling ammunition and firearms as a brokering agent or through direct sales through the Company’s subsidiary Speedlight Group I, LLC d/b/a GunBroker and its subsidiaries.In connection with the closing of the Transaction, the Company changed its name from “AMMO, Inc.” to “Outdoor Holding Company.” Except as otherwise provided in this Amendment, all references to the Company in this Amendment refer to the Company and its subsidiaries on a consolidated basis prior to the closing of the Transaction. Background of the Restatement In September 2024, a Special Committee (the “Special Committee”) of the Board of Directors of the Company (the "Board of Directors") initiated an independent investigation (the "Special Committee Investigation") through independent legal counsel and independent forensic accountants. During the course of the Special Committee Investigation, the Special Committee discovered accounting and financial reporting errors that required restatement resulting primarily from (i) inaccurate valuation of, and accounting for, share-based compensation awards to employees, non-employee directors, and other service providers, and shares issued in exchange for goods and services, (ii) inappropriate capitalization of certain share issuance costs, and (iii) inappropriate accounting for certain convertible notes and warrants issued by the Company. During the course of the Special Committee Investigation, the Special Committee also found that the Company had not properly disclosed certain executive officers, executive compensation and related party transactions. In conjunction with the restatement of the items above, we also made corresponding income tax adjustments to our consolidated financial statements, as these balances were impacted by the aforementioned adjustments. On September 27, 2024, the Company received a communication from its independent registered public accounting firm, Pannell Kerr Forster of Texas, P.C. (“PKF”), in which PKF requested that the Company take action to disclose that the historical financial statements and auditors’ reports previously reported by the Company relating to the financial statements as of and for the years ended March 31, 2024, 2023, 2022 and 2021 should no longer be relied upon. On October 3, 2024, the Company filed a Current Report on Form 8-K disclosing that the foregoing financial statements and auditors’ reports, as well as the financial statements for all interim periods within the fiscal years ended March 31, 2024, 2023 and 2022 should no longer be relied upon. The Company’s management concluded that in light of the investigation issues noted above, a material weakness existed in the Company’s internal control over financial reporting during such periods and that the Company’s disclosure controls and procedures were not effective. On February 4, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”), in consultation with the Company’s management, determined that the Company’s financial statements for the Affected Periods would be restated. On February 24, 2025, the Audit Committee, after consultation with the Company’s management and its accounting advisors and consultants, concluded that the previously reported financial statements as of and for (i) the fiscal years ended March 31, 2020, 2019 and 2018 and December 31, 2017, (ii) all interim periods within such years and (iii) the transition period (the “Transition Period”) from January 1, 2018 to March 31, 2018 (collectively, the “Prior Periods”), including the auditors’ reports on the financial statements for all fiscal years within the Prior Periods and the Transition Period, should no longer be relied upon due to errors in such financial statements as addressed in Financial Accounting Standards Board ("FASB") ASC Topic 250, Accounting Changes and Error Corrections. Furthermore, the Company’s management concluded that a material weakness existed in the Company’s internal control over financial reporting during the Prior Periods and that the Company’s disclosure controls and procedures were not effective. Effects of the RestatementAs discussed in Note 3 to the accompanying unaudited condensed consolidated financial statements in this Amendment, we have restated our unaudited condensed consolidated financial statements and the related disclosures for the three months ended June 30, 2024. Specifically, we have restated our unaudited condensed consolidated balance sheet as of June 30, 2024 and the related unaudited condensed consolidated statements of operations, shareholders’ equity and cash flow, including related disclosures, for the three months ended June 30, 2024. The Form 10-K/A included the restated unaudited condensed consolidated balance sheet as of June 30, 2023 and the related unaudited condensed consolidated statements of operations, shareholders’ equity, and cash flow for the three months ended June 30, 2023. Such financial information as of and for the three months ended June 30, 2023 is not labeled as “restated” throughout this Amendment. The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, has been updated to reflect the effects of the restatement.In addition to the Form 10-K/A described above, we are concurrently filing the Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2024 and December 31, 2024 with this Form 10-Q/A, all of which contain restated financial statements for the comparative periods of fiscal 2024.For additional discussion of the Special Committee's investigation, the accounting errors identified, and the adjustments made as a result of the restatement, see Note 3 of the unaudited condensed consolidated financial statements included in Part I, Item 1 - Financial Statements. For a description of the control deficiencies identified by management as a result of the investigation and our internal reviews, and management’s plan to remediate those deficiencies, see Part I, Item 4 – Controls and Procedures.This Amendment continues to describe the conditions as of the date of the Original Filing and, except as set forth herein, we have not updated or modified the disclosures contained in the Original Filing to reflect any events that have occurred after the Original Filing. Accordingly, forward-looking statements included in this Amendment may represent management’s views as of the Original Filing and should not be assumed to be accurate as of any date thereafter. This Amendment should be read in conjunction with the Form 10-K/A and the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings. |
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Document Period End Date | Jun. 30, 2024 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2025 |
Current Fiscal Year End Date | --03-31 |
Entity File Number | 001-13101 |
Entity Registrant Name | Outdoor Holding Company |
Entity Central Index Key | 0001015383 |
Entity Tax Identification Number | 83-1950534 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 7681 E Gray Road |
Entity Address, City or Town | Scottsdale |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85260 |
City Area Code | (480) |
Local Phone Number | 947-0001 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding |  | 118,744,062
Common Stock, $0.001 par value |  |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | POWW |
Security Exchange Name | NASDAQ |
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value |  |
Title of 12(b) Security | 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value |
Trading Symbol | POWWP |
Security Exchange Name | NASDAQ |

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