EX-99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On April 18, 2025, Outdoor Holding Company (the “Company”) announced that it completed the sale to Olin Winchester, LLC, a Delaware limited liability company (“Buyer”), of all assets of 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”), and Firelight Group I, LLC, a Delaware limited liability company (“Firelight”, and together with AMMO Tech and Enlight, collectively, the “Sellers” and each a “Seller”, and the Sellers together with the Company, the “Seller Group”) 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 that the Buyer assumed 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, including for estimated net working capital and real property costs and prorations and additional adjustments contemplated by the First Amendment (the “First Amendment”) to that certain Asset Purchase Agreement by and among the Seller Group and Buyer, dated January 20, 2025 (the “Purchase Agreement” and the sale of the Ammunition Manufacturing Business, the “Transaction”), in accordance with the terms of the Purchase Agreement, as amended by the First Amendment. The assets acquired, and the liabilities assumed, by Buyer were those primarily related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, Wisconsin. In addition, the Company entered into certain related transaction agreements at the closing, including a transition services agreement and other customary agreements.

The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of the Company, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what the Company’s results of operations or financial position would have been had the Transaction occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements also should not be considered indicative of the Company's future results of operations or financial position. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The Accounting and financial reporting in these unaudited pro forma condensed consolidated financial information is based on its preliminary assessment of the appropriate application of accounting principles generally accepted in the U.S. (“U.S. GAAP”). The final application of U.S. GAAP to the Transaction may differ from what is presented in these unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial statements as of and for the nine months ended December 31, 2024, have been derived from the historical unaudited consolidated financial statements of the Company, included in the Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2025. The unaudited pro forma condensed consolidated financial statements for the years ended March 31, 2024, 2023 and 2022 have been derived from the historical audited consolidated financial statements of the Company, included in the Annual Report on Form 10-K/A filed with the SEC on May 20, 2025. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes.

The unaudited pro forma condensed consolidated statement of operations for the nine months ended December 31, 2024, and for the years ended March 31, 2024, 2023 and 2022 reflect pro forma results as if the Transaction occurred on April 1, 2021. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 gives effect to the Transaction as if it had occurred on that date. In addition, the unaudited pro forma condensed consolidated statements of operations for the three months ended December 31, 2024, and the year ended March 31, 2024, reflect certain adjustments that are incremental to those related to the Transaction discussed above, described herein, as if they occurred on April 1, 2023. In our future public filings, the historical financial results of the Ammunition Manufacturing Business will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.

Beginning in the fourth quarter of 2025, the criteria under ASC 205-20, Presentation of Financial Statements ("ASC 205-20"), for discontinued operations were met, and the Company will present the Transaction as a discontinued operation in future Quarterly Reports on Form 10-Q and in future Annual Reports on Form 10-K. The Company believes the adjustments included within the "Discontinued Operations of the Ammunition Manufacturing Business" column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP.

The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Transaction:

•

Discontinued Operations of the Ammunition Manufacturing Business:

▪

The historical financial results directly attributable to the Ammunition Manufacturing Business in accordance with ASC 205

•

Other Separation Adjustments:

▪

Estimated accrued one-time transaction costs;

▪

A transition services agreement ("TSA Agreement") for a time period of three months.

The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Transaction.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto.

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS

AS OF DECEMBER 31, 2024

(UNAUDITED)


				Pro Forma Transaction Accounting Adjustments
	As Reported			Discontinued Operations of the Ammunition Manufacturing Business (a)			Notes	Other Separation Adjustments		Notes	Pro Forma

ASSETS
Current Assets:
Cash and cash equivalents	$	31,921,690		$	-			$	42,946,905	(b)	$	74,868,595
Accounts receivable, net		16,961,800			(7,166,316	)			-			9,795,484
Inventories		47,207,283			(47,207,283	)			-			-
Prepaid expenses		2,734,319			(522,469	)			-			2,211,850
Total Current Assets		98,825,092			(54,896,068	)			42,946,905			86,875,929

Equipment, net		57,432,142			(51,343,501	)			-			6,088,641

Other Assets:
Deposits		399,910			(372,667	)			-			27,243
Patents, net		4,350,444			(4,350,444	)			-			-
Other intangible assets, net		101,922,126			-				-			101,922,126
Goodwill		90,870,094			-				-			90,870,094
Right of use assets - operating leases		1,588,871			-				-			1,588,871
TOTAL ASSETS	$	355,388,679		$	(110,962,680	)		$	42,946,905		$	287,372,904

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable		21,521,364		$	(3,049,885	)		$	-		$	18,471,479
Accrued liabilities		19,796,290			228,088				4,477,254	(d)		24,501,632
Current portion of operating lease liability		522,884			-				-			522,884
Current portion of construction note payable		281,947			(281,947	)			-			-
Insurance premium note payable		233,001			-				-			233,001
Total Current Liabilities		42,355,486			(3,103,744	)			4,477,254			43,728,996

Long-term Liabilities:
Contingent consideration payable		40,032			(40,032	)			-			-
Construction note payable, net of unamortized issuance costs		10,605,998			(10,605,998	)			-			-
Operating lease liability, net of current portion		1,158,033			-				-			1,158,033
Income Tax Payable		1,609,520			-				-			1,609,520
Total Liabilities		55,769,069			(13,749,774	)			4,477,254			46,496,549

Shareholders' Equity:
Series A cumulative perpetual preferred Stock 8.75%		1,400			-				-			1,400
Common stock		116,508			-				-			116,508
Additional paid-in capital		433,646,783			-				-			433,646,783
Accumulated deficit		(125,579,680	)		(97,212,906	)			38,469,651			(184,322,935	)
Treasury Stock		(8,565,401	)		-				-			(8,565,401	)
Total Shareholders' Equity		299,619,610			(97,212,906	)			38,469,651			240,876,355
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	355,388,679		$	(110,962,680	)		$	42,946,905		$	287,372,904

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)


				Pro Forma Transaction Accounting Adjustments
	As Reported			Discontinued Operations of the Ammunition Manufacturing Business (a)			Notes	Other Separation Adjustments		Notes	Pro Forma

Net Revenues
Ammunition sales	$	41,647,834		$	(41,647,834	)		$	-		$	-
Marketplace revenue		36,786,879			-				-			36,786,879
Casing sales		13,125,924			(13,125,924	)			-			-
		91,560,637			(54,773,758	)			-			36,786,879

Cost of revenues		66,766,584			(61,845,249	)			-			4,921,335
Gross profit		24,794,053			7,071,491				-			31,865,544

Operating Expenses
Selling and marketing		922,466			(682,097	)			-			240,369
Corporate general and administrative		47,783,353			(10,359,635	)			-			37,423,718
Employee salaries and related expenses		14,911,713			(1,915,593	)			-			12,996,120
Depreciation and amortization expense		10,167,903			(35,866	)			-			10,132,037
Total operating expenses		73,785,435			(12,993,191	)			-			60,792,244
Loss from operations		(48,991,382	)		20,064,682				-			(28,926,700	)

Other Income
Other income		616,790			-				-			616,790
Interest expense		(534,787	)		398,385				-			(136,402	)
Total other income (expense)		82,003			398,385				-			480,388

Loss before income taxes		(48,909,379	)		20,463,067				-			(28,446,312	)

Provision for income taxes		4,407,491			1,560,923				-			5,968,414

Net loss		(53,316,870	)		18,902,144				-			(34,414,726	)

Preferred stock dividend		(2,339,411	)		-				-			(2,339,411	)

Net loss attributable to common stock shareholders	$	(55,656,281	)	$	(18,902,144	)		$	-		$	(36,754,137	)

Basic and diluted loss per share of common stock	$	(0.47	)								$	(0.31	)

Weighted average number of shares outstanding - basic and diluted		118,012,373										118,012,373

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2024

(UNAUDITED)


				Pro Forma Transaction Accounting Adjustments
	As Reported			Discontinued Operations of the Ammunition Manufacturing Business (a)			Notes	Other Separation Adjustments			Notes	Pro Forma

Net Revenues
Ammunition sales	$	69,390,801		$	(69,390,801	)		$	-			$	-
Marketplace revenue		53,942,076			-				-				53,942,076
Casing sales		21,721,695			(21,721,695	)			-				-
		145,054,572			(91,112,496	)			-				53,942,076

Cost of revenues		102,479,087			(94,818,546	)			-				7,660,541
Gross profit		42,575,485			3,706,050				-				46,281,535

Operating Expenses
Selling and marketing		1,370,079			(1,179,659	)			-				190,420
Corporate general and administrative		29,583,274			(6,338,210	)			(191,244	)	(c)		23,053,820
Employee salaries and related expenses		17,700,002			2,840,758				4,477,254		(d)		25,018,014
Depreciation and amortization expense		13,542,791			(508,485	)			-				13,034,306
Total operating expenses		62,196,146			(5,185,596	)			4,286,010				61,296,560
Loss from operations		(19,620,661	)		8,891,646				(4,286,010	)			(15,015,025	)

Other Expenses
Other income		(332,593	)		158,146				-				(174,447	)
Interest expense		(446,473	)		765,457				-				318,984
Total other expense		(779,066	)		923,603				-				144,537

Loss before income taxes		(20,399,727	)		9,815,249				(4,286,010	)			(14,870,488	)

Provision for income taxes		(3,806,118	)		2,857,286				-				(948,832	)

Net Loss		(16,593,609	)		6,957,963				(4,286,010	)			(13,921,656	)

Preferred atock dividend		(3,122,049	)		-				-				(3,122,049	)

Net Loss attributable to common stock shareholders	$	(19,715,658	)	$	6,957,963			$	(4,286,010	)		$	(17,043,705	)

Basic and diluted loss per share of common stock	$	(0.17	)									$	(0.14	)

Weighted average number of shares outstanding - basic and diluted		118,249,486											118,249,486

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2023

(UNAUDITED)


				Pro Forma Transaction Accounting Adjustments
	As Reported			Discontinued Operations of the Ammunition Manufacturing Business (a)			Notes	Pro Forma

Net Revenues
Ammunition sales	$	114,116,044		$	114,116,044			$	-
Marketplace revenue		63,149,673			-				63,149,673
Casing sales		14,174,084			14,174,084				-
		191,439,801			128,290,128				63,149,673

Cost of revenues		136,078,488			126,961,549				9,116,939
Gross profit		55,361,313			1,328,579				54,032,734

Operating Expenses
Selling and marketing		4,729,540			2,542,074				2,187,466
Corporate general and administrative		24,979,661			6,014,380				18,965,281
Employee salaries and related expenses		19,820,917			2,008,625				17,812,292
Depreciation and amortization expense		13,278,762			578,326				12,700,436
Total operating expenses		62,808,880			11,143,405				51,665,475
Income/(loss) from operations		(7,447,567	)		(9,814,826	)			2,367,259

Other Expenses
Other income		25,181			39,049				(13,868	)
Interest expense		(632,062	)		(554,256	)			(77,806	)
Total other expense		(606,881	)		(515,207	)			(91,674	)

Income/(loss) before income taxes		(8,054,448	)		(10,330,033	)			2,275,585

Provision for income taxes		712,239			2,059,294				(1,347,055	)

Net income (loss)		(8,766,687	)		-				3,622,640

Preferred stock dividend		(3,105,034	)		-				(3,105,034	)

Net income/(loss) attributable to common stock shareholders	$	(11,871,721	)	$	(12,389,327	)		$	517,606

Basic income/(loss) per share of common stock	$	(0.10	)					$	0.00
Diluted income/(loss) per share of common stock	$	(0.10	)					$	0.00

Weighted average number of shares outstanding - basic		117,177,885							117,177,885

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2022

(UNAUDITED)


				Pro Forma Transaction Accounting Adjustments
	As Reported			Discontinued Operations of the Ammunition Manufacturing Business (a)			Notes	Pro Forma

Net Revenues
Ammunition sales	$	161,459,025		$	(161,459,025	)		$	-
Marketplace revenue		64,608,516			-				64,608,516
Casing sales		14,201,625			(14,201,625	)			-
		240,269,166			(175,660,650	)			64,608,516

Cost of revenues		151,552,941			(142,820,591	)			8,732,350
Gross profit		88,716,225			(32,840,059	)			55,876,166

Operating Expenses
Selling and marketing		7,310,216			(6,768,376	)			541,840
Corporate general and administrative		24,120,483			(4,849,635	)			19,270,848
Employee salaries and related expenses		15,034,409			(4,808,605	)			10,225,804
Depreciation and amortization expense		13,725,065			(1,602,695	)			12,122,370
Total operating expenses		60,190,173			(18,029,311	)			42,160,862
Income/(loss) from operations		28,526,052			(14,810,748	)			13,715,304

Other Expenses
Other income		21,840			-				21,840
Interest expense		(637,797	)		639,184				1,387
Total other expense		(615,957	)		639,184				23,227

Income/(loss) before income taxes		27,910,095			(14,171,564	)			13,738,531

Provision for income taxes		2,042,918			(5,753,241	)			(3,710,323	)

Net income (loss)		25,867,177			-				17,448,854

Preferred stock dividend		(2,668,649	)		-				(2,668,649	)

Net income/(loss) attributable to common stock shareholders	$	23,198,528		$	(8,418,323	)		$	14,780,205

Basic income per share of common stock:	$	0.21						$	0.13

Diluted income per share of common stock:	$	0.20						$	0.13

Weighted average number of shares outstanding - basic		112,328,680							112,328,680
Weighted average number of shares outstanding - diluted		114,825,835							114,825,835

OUTDOOR HOLDING COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed consolidated financial information is prepared based on the Company’s historical consolidated financial statements and pursuant to Article 11 of Regulation S-X, adjusted for certain transaction accounting adjustments listed in the Note 2 below. Actual adjustments, however, may differ materially from the information presented.

In addition, the Company does not expect a material income tax impact resulting from the Transaction as it maintains a full valuation allowance on all of its deferred tax assets due to its history of losses.

2. Pro Forma Adjustments

The unaudited pro forma condensed consolidated financial information reflects the following adjustments:

The "Discontinued Operations of the Ammunition Manufacturing Business" column in the unaudited pro forma condensed consolidated financial statements represents the historical financial results directly attributable to the Ammunition Manufacturing Business in accordance with ASC 205.

The increase to cash and cash equivalents of $42.3 million represents the proceeds received from the sale, consisting of $75.0 million of contractual consideration less $19.0 million in working capital adjustments, These proceeds were partially offset by transactions costs paid at the closing of $2.3 million and $11.4 million to repay the construction note payable on the Manitowoc, WI facility that was sold as part of the Transaction and the taxes associated with that sale.

In conjunction with the Transaction, the Company entered into a transition services agreement with the Buyer (the "TSA Agreement"). Under the terms of the TSA Agreement, the Company provided certain back office post-closing services on a transitional basis for three months. The adjustment reflects the fees received under the TSA Agreement for performing the back office pot-closing services as if the three months of services provided began on April 1, 2023.

Other separation adjustments of $3.3 million and transaction bonuses of $1.2 million which were incurred and expensed by the Company in conjunction with the Transaction.