Form 8-K

8-K — Outdoor Holding Co

Accession: 0001493152-26-029498

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001015383

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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2026-06-22

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 22, 2026

Outdoor

Holding Company

(Exact

name of registrant as specified in its charter)

Delaware

001-13101

30-0957912

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1100

Circle 75 Pkwy Suite 1300

Atlanta,

GA 30339

(Address

of principal executive offices)

(480)

947-0001

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

POWW

The

Nasdaq Stock Market LLC (Nasdaq Capital Market)

8.75%

Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value

POWWP

The

Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

June 22, 2026, Outdoor Holding Company (the “Company”) reported its financial results for the fiscal quarterly period and

annual period ended March 31, 2026. A copy of the press release issued by the Company in this connection is furnished herewith as Exhibit

99.1.

The

information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated June 22, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Outdoor

Holding Company

Dated:

June 22, 2026

By:

/s/

Paul J. Kasowski

Paul

J. Kasowski

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Outdoor

Holding Company Reports Fourth Quarter and Fiscal Year 2026 Financial Results

Atlanta,

Ga., June 22, 2026 (GLOBE NEWSWIRE) — Outdoor Holding Company (Nasdaq: POWW, POWWP) (“OHC,” “we,” “us,”

“our” or the “Company”), the owner of GunBroker.com, the largest online marketplace dedicated to firearms, hunting,

shooting, and related products, today reported its financial results for its fourth fiscal quarter and year ended March 31, 2026.

Fourth

Quarter Fiscal 2026 vs. Fourth Quarter Fiscal 2025

- Revenue

increased 10.1% to $13.9 million from $12.6 million

- Gross

profit rose to $12.2 million from $11.0 million

- Gross

profit margin increased slightly to 87.6% from 87.5%

- Operating

expenses decreased to $15.1 million from $38.0 million

- Loss

from continuing operations of $(2.7) million, compared to last year’s loss from continuing

operations of $(27.0) million

- Net

loss attributable to common shareholders of $(1.5) million improved from $(78.3) million

- Adjusted

EBITDA (1) increased to $7.7 million compared to $2.9 million in the same period

last year

- Grew

gross merchandise value (“GMV”) 11.8% year-over-year to approximately $229 million

from approximately $205 million

Fiscal

2026 vs. Fiscal 2025

- Net

revenues increased 3.5% over the year to $51.1 million from $49.4 million

- Gross

profit rose to $44.6 million from $42.9 million

- Gross

profit margin on the year increased to 87.2% from 86.9%

- Operating

expenses decreased to $50.9 million from $102.6 million

- Loss

from continuing operations of $(4.9) million, compared to last year’s loss from continuing

operations of $(65.2) million

- Net

loss attributable to common shareholders of $(6.6) million improved from $(133.9) million

- Adjusted

EBITDA(1) increased to $22.3 million compared to $15.3 million in the prior fiscal

year

Operational

Highlights

- Positive

cash flow from operations for the fiscal year

- Overhauled

and strengthened financial reporting infrastructure and successfully remediated all previously

identified material weaknesses in internal controls over financial reporting

- Began

executing on the Company’s stock repurchase program, purchasing a little over 500,000

shares for over $1 million during the fourth quarter

- Continued

cost-reduction initiatives, reducing ordinary-course operating expenses by approximately

$5.4 million, including reductions in headcount, legal spend and facilities costs, while

maintaining investment in core platform initiatives

- Completed

the integration with MasterFFL to streamline the transfer of products subject to federal

firearms license (“FFL”) regulations

- Resolved

significant legacy legal matters, including the $4.4 million payment to settle the Digital

Cash Processing (“DCP”) matter, to avoid additional litigation and trial costs

- Continued

to invest in platform enhancements and AI initiatives, including hiring a Director of AI

Strategy, deploying an AI-powered listing tool in March, and continuing to identify additional

areas of investment to improve customer experience

(1)

Adjusted EBITDA is a non-GAAP financial measure. See the discussion and the reconciliations at the end of this release for additional

information.

“Our

fiscal fourth quarter capped a year of remarkable improvement across the organization,” said Steve Urvan, Chairman and CEO of Outdoor

Holding Company. “We sustained operating momentum, grew profitability, and continued to generate positive cash flow by reducing

costs, resolving legacy matters, and investing in GunBroker.com platform features. We continue to deliver consistent profitability and

balance-sheet strength. Adjusted EBITDA improved sequentially each quarter throughout the year. Our quarterly annualized EBITDA run-rate

in both the third and fourth fiscal quarters exceeded the $25 million run-rate target I set last August, well ahead of schedule. Fiscal

2026 demonstrated the strength of our asset-light operating model, and we believe the actions taken and investments made over the past

several quarters have positioned the Company for continued operating efficiency, improved profitability and long-term shareholder value

creation in fiscal 2027 and beyond.”

The

Company delivered improved financial and operational performance in the fourth quarter of fiscal 2026. Year over year, net revenues increased

10% to $13.9 million. Total operating expenses declined $22.9 million, underscoring the impact of resolved legal disputes and continued

cost discipline while recurring, ordinary-course operating expenses declined approximately $5.4 million, driven primarily by reductions

in headcount, legal spend, and facilities costs. The Company maintained a strong gross margin of 87.6% while continuing to make strategic

investments in the platform. Adjusted EBITDA increased to $7.7 million compared to $2.9 million in the same period last year.

GunBroker.com

delivered solid performance during the fourth fiscal quarter, reflecting continued engagement from both buyers and sellers and the benefits

of recent platform investments.

●

Firearm

unit sales increased over 8.7% year-over-year, outpacing the 1.6% increase in adjusted NICS checks and reflecting a 40 basis

point increase in the Company’s share of adjusted NICS

●

Total

GMV for the quarter increased 10.1% year-over-year to approximately $229 million

●

Take

rate (net revenue as a percentage of GMV) remained relatively stable at a little over 6%

●

Average

order value grew by 6.5%

During

the quarter, the Company continued to introduce platform enhancements designed to improve marketplace efficiency and user experience.

These updates included improved search relevance and filtering, expanded seller analytics and promotional capabilities, and refined buyer

personalization algorithms. The Company also completed its integration with MasterFFL to streamline the transfer of products subject

to FFL regulations, and deployed an AI-powered listing tool to generate standardized, marketplace-optimized product descriptions to increase

conversion rates and maintain compliance. The Company continues to explore ways to reduce transaction friction and improve the experience

for buyers and sellers alike.

Balance

Sheet and Liquidity

The

Company ended the quarter and fiscal year with $68.1 million in cash and cash equivalents, a substantial increase from $30.2 million

at the end of fiscal 2025. Even after funding the $4.4 million DCP settlement, effecting $1 million of share repurchases, and incurring

other legal expenses, the cash balance at the end of the quarter only declined $1.8 million. The strengthened balance sheet and liquidity

position provide significant flexibility to support ongoing platform investments, pursue selective strategic opportunities, and return

value to shareholders through the share repurchase program. With reduced leverage, lower fixed costs, and more consistent profitability,

the Company is well-positioned to fund organic growth initiatives while maintaining a disciplined approach to capital allocation and

shareholder value creation.

Strategy

and Key Initiatives

The

Company’s post-divestiture strategy is focused on driving sustainable growth through operational efficiency and continuous platform

innovation. Key initiatives for fiscal 2027 include expanding premium seller offerings, enhancing pricing, promotional tools and data

analytics, implementing universal payments, and improving buyer engagement. Management intends to harness the power of AI and leverage

the capital allocation flexibility achieved by disciplined cost management to help deliver on these initiatives, in an effort to position

the Company to capture incremental market share and deliver durable profitability over time.

Discontinued

Operations

previously disclosed, in April 2025, the Company completed the sale of all assets of its business of designing, manufacturing, marketing,

distributing and selling ammunition and ammunition components, along with certain related assets and liabilities (the “Transaction”),

which previously comprised the Company’s Ammunition segment. Following the Transaction, the Company continues to operate its online

e-commerce marketplace business GunBroker.com.

For

the purposes of this earnings release and the financial information provided herein, the results of the Ammunition segment are presented

as discontinued operations in the 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 assets and liabilities

of discontinued operations in the consolidated balance sheets for all periods presented.

Conference

Call

Management

will host a conference call at 9:00 AM ET on June 22, 2026 to review financial results and provide an update on corporate developments.

Following management’s formal remarks there will be a question-and-answer session.

The

conference call will primarily be available through a live webcast at the following link: https://events.q4inc.com/attendee/339194298,

which is also available through the Company’s website. The recording of the webcast will be posted on the Company’s website

after the call is completed.

Those

without internet access may dial in by calling (855) 761-5600 (domestic) or 1(646) 307-1097 (international). Please join at least 5-10

minutes prior to the scheduled start and follow the operator’s instructions. When requested, please ask for the “Outdoor

Holding Company Conference Call” or reference Conference ID #: 2981188.

About

Outdoor Holding Company

Outdoor

Holding Company is the publicly traded parent and operator of GunBroker.com, the largest online marketplace dedicated to firearms, hunting,

shooting and related products. Third-party sellers list items on the site and federal and state laws govern the sale of firearms and

other restricted items. Ownership policies and regulations are followed by using licensed firearms dealers as transfer agents. Launched

in 1999, the GunBroker.com website is an informative, secure and safe way to buy and sell firearms, ammunition, shooting accessories

and outdoor gear online. GunBroker promotes responsible ownership of guns and firearms. For more information, visit: www.gunbroker.com.

Cautionary

Statement Concerning Forward-Looking Statements

Statements

contained or incorporated by reference in this press release that are not historical are considered “forward-looking statements”

within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,”

“expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,”

“future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical

matters. These forward-looking statements include, among others, statements about the Company’s ability to unlock post-divestiture

efficiencies, the Company’s expected legal and other professional services expenses, the Company’s business strategy, plans,

objectives, expectations and intentions, the Company’s anticipated future operating results and operating expenses, cash flow,

capital resources, dividends and liquidity, the Company’s future expansion or growth plans and potential for future growth, including

its plan to expand its e-commerce platform, the Company’s ability to attract new customers, the Company’s ongoing evaluation

of strategic opportunities, and other statements that are not historical facts. Instead, they are based only on Company management’s

current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent

uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s

control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include,

but are not limited to, the Company’s ability to maintain and expand its e-commerce business, the Company’s ability to introduce

new features on its e-commerce platform that match consumer preferences, the Company’s ability to retain and grow its customer

base, the impact of lawsuits, including securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory

authorities, the impact of adverse economic market conditions, including from social and political factors, and the occurrence of any

other event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely

on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission

(“SEC”) on June 22, 2026, and additional disclosures the Company makes in its other filings with the SEC, which are available

on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except

as required by law, the Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any

forward-looking statements contained herein to reflect any change in its expectations or any change in events, conditions or circumstances

on which any such statement is based.

Contacts

For

investors:

Darrow

Associates

Phone: (917) 886-9071

IR@outdoorholding.com

Source:

Outdoor Holding Company

OUTDOOR

HOLDING COMPANY

NON-GAAP

FINANCIAL MEASURES (Unaudited)

supplement the Company’s financial information presented in accordance with generally accepted accounting principles in the United

States (“GAAP”), we present a non-GAAP financial measure in this press release, Adjusted EBITDA. We analyze operational and

financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss,

and other results under GAAP, the following information includes key operating metrics and non-GAAP financial measures that we use to

evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company’s performance.

We have included these non-GAAP financial measures in this press release because they are key measures management uses to evaluate our

operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating

expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and

others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. The Adjusted

EBITDA reconciliation presented below begins with loss from continuing operations, which the Company believes is the most directly comparable

GAAP financial measure. This reconciliation is consistent with the presentation in the Company’s first and second quarter fiscal

2026 earnings releases. In the third quarter fiscal 2026 earnings release, the Company presented the reconciliation beginning with net

loss before discontinued operations and included the preferred stock dividend as a reconciling item. The Company has reverted to the

prior presentation for clarity and consistency, as the preferred stock dividend does not impact Adjusted EBITDA under any period’s

calculation. The definition of Adjusted EBITDA has not changed.

Adjusted

EBITDA

For the Three Months Ended

March 31,

For the Year Ended

March 31,

2026

2025

2026

2025

Reconciliation of GAAP net loss from continuing operations to Adjusted EBITDA

Net loss from continuing operations

$ (2,717,977 )

$ (26,961,518 )

$ (4,945,592 )

$ (65,221,463 )

Provision for income taxes

49,537

317,891

49,537

6,286,305

Depreciation and amortization

3,677,479

3,457,661

14,396,813

13,589,698

Interest expense, net

245,865

(54,229 )

1,769,656

82,173

Stock based compensation

249,806

811,070

1,507,266

4,474,516

Other income (expense), net

(531,992 )

(243,503 )

(2,364,142 )

(860,293 )

Acquisition and divestitures

—

1,194,763

108,748

1,493,069

Special Committee Investigation and restatement

(20,000 )

3,090,806

1,517,158

8,639,147

SEC Investigation

1,247,379

1,629,455

74,782

9,923,892

Delaware Litigation legal and professional fees

—

1,609,575

1,641,915

4,480,193

Delaware Litigation settlement contingency

—

18,076,226

—

29,067,229

Corporate restructuring costs

903,884

—

2,995,460

—

Gain on extinguishment of debt

—

(801,894 )

—

Other nonrecurring expenses¹

4,600,000

—

6,350,000

3,298,399

Adjusted EBITDA

$ 7,703,981

$ 2,928,197

$ 22,299,707

$ 15,252,865

For the three months ended

March 31, 2026, other nonrecurring expenses consisted of $4.4 a million settlement to DCP and a $0.2 million settlement contingency

with a separate vendor as part of the sale of our ammunition manufacturing business. For the year ended March 31, 2026, other nonrecurring

expenses consisted of a $4.4 million settlement to DCP, a $1.75 million settlement with a vendor as part of our sale of the ammunition

manufacturing business and a $0.2 million settlement contingency with a separate vendor as part of the sale of our ammunition manufacturing

business. For the year ended March 31, 2025, other nonrecurring expenses consisted of a $3.2 million expense related to the previously

disclosed settlement with Triton Value Partners, LLC.

Adjusted

EBITDA is a non-GAAP financial measure that displays our net loss from continuing operations (the most directly comparable financial

measure prepared in accordance with GAAP), adjusted to eliminate the effect of certain items described below. We defined Adjusted EBITDA

as net income (loss) from continuing operations excluding (i) provision or benefit for income taxes, (ii) depreciation and amortization,

(iii) interest expense, (iv) stock-based compensation expenses relating to stock awards and common stock purchase options, (v) interest

and other income, (vi) expenses related to acquisition and divestitures, (vii) gain on extinguishment of debt, (viii) professional service

and legal fees related to an investigation conducted by a special committee of the Board of Directors (the “Special Committee Investigation”),

an investigation by the SEC (“the SEC Investigation”) and the now-settled lawsuit related to the GunBroker acquisition (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.

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:

● stock-based

compensation expense has been, and will continue to be for the foreseeable future, a significant

recurring expense for the Company and an important part of our compensation strategy;

● the

assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP

financial measures do not reflect cash capital expenditure requirements for such replacements

or for new capital expenditures or other capital commitments;

● non-GAAP

measures do not reflect changes in, or cash requirements for, our working capital needs;

and

● other

companies, including companies in our industry, may calculate their non-GAAP financial measures

differently or not at all, which reduces their usefulness as comparative measures.

Because

of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our

net income (loss) from continuing operations and our other financial results presented in accordance with GAAP.

OUTDOOR

HOLDING COMPANY

ADJUSTED

EBITDA PER SHARE (Unaudited)

For the Three Months Ended

March 31,

For the Year Ended

March 31,

2026

2025

2026

2025

(Unaudited)

Reconciliation of GAAP loss from continuing operations to Adjusted EBITDA

Net loss from continuing operations

$ (0.02 )

$ (0.23 )

$ (0.04 )

$ (0.55 )

Provision for income taxes

0.00

0.05

Depreciation and amortization

0.03

0.12

Interest expense, net

0.00

(0.00 )

0.02

0.00

Stock based compensation

0.00

0.01

0.04

Other income (expense), net

(0.00 )

(0.02 )

(0.01 )

Acquisitions and divestitures

—

0.01

0.00

0.01

Special Committee Investigation and restatement

(0.00 )

0.03

0.01

0.07

SEC Investigation

0.01

0.00

0.08

Delaware Litigation legal and professional fees

—

0.01

0.04

Delaware Litigation settlement contingency

—

0.16

—

0.25

Corporate restructuring costs

0.01

—

0.03

—

Gain on extinguishment of debt

—

(0.01 )

—

Other nonrecurring expenses

0.04

—

0.05

0.03

Adjusted EBITDA

$ 0.07

$ 0.03

$ 0.19

$ 0.13

Diluted

Loss Per Share — Continuing Operations

For the Three Months Ended

March 31,

For the Year Ended

March 31,

2026

2025

2026

2025

Total diluted loss before discontinued operations, net of tax

$ (0.03 )

$ (0.24 )

$ (0.06 )

$ (0.58 )

Preferred stock dividend

(0.01 )

(0.02 )

(0.03 )

Total diluted loss from continuing operations

$ (0.02 )

$ (0.23 )

$ (0.04 )

$ (0.55 )

Weighted

Average Shares Outstanding

For the Three Months Ended

March 31,

For the Year Ended

March 31,

2026

2025

2026

2025

Weighted average number of shares outstanding

Basic

117,229,844

116,511,247

117,095,850

117,642,232

Diluted

117,229,844

116,511,247

117,095,850

117,642,232

OUTDOOR

HOLDING COMPANY

CONSOLIDATED

BALANCE SHEETS

March 31, 2026

March 31, 2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 68,103,395

$ 30,227,796

Accounts receivable, net of allowance for credit losses of $2,362,847 in 2026 and $3,805,488 in 2025

10,361,158

10,189,011

Prepaid expenses and other current assets

3,523,921

1,233,611

Current assets held for sale

—

30,497,720

Total Current Assets

81,988,474

72,148,138

Property and equipment, net

6,927,868

6,477,684

Other Assets:

Other noncurrent assets

465,247

83,278

Other intangible assets, net

86,890,053

98,891,767

Goodwill

90,870,094

Right of use assets - operating leases

342,034

1,466,026

Noncurrent assets held for sale

—

27,392,642

TOTAL ASSETS

$ 267,483,770

$ 297,329,629

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 15,743,606

$ 18,079,577

Accrued liabilities

4,241,349

37,413,636

Current portion of operating lease liability

515,579

519,522

Note payable - related parties, current maturities

220,000

—

Current liabilities held for sale

—

6,080,182

Total Current Liabilities

20,720,534

62,092,917

Long-term Liabilities:

Notes payable - related parties, net of $1,963,771 of debt discounts as of March 31, 2026

9,816,229

—

Income tax payable

—

1,609,520

Operating lease liability, net of current portion

616,904

1,035,813

Other noncurrent liabilities

1,375,000

—

Noncurrent liabilities held for sale

—

10,564,816

Total Liabilities

32,528,667

75,303,066

Contingencies (Note 14)

Shareholders’ Equity:

Series 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

1,400

Common 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

116,905

116,816

Additional paid-in capital

454,877,083

434,335,782

Accumulated deficit

(210,453,668 )

(203,862,034 )

Treasury stock, at cost

(9,586,617 )

(8,565,401 )

Total Shareholders’ Equity

234,955,103

222,026,563

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 267,483,770

$ 297,329,629

OUTDOOR

HOLDING COMPANY

CONSOLIDATED

STATEMENTS OF OPERATIONS

For the Three Months

Ended March 31,

For the Year Ended

March 31,

2026

2025

2026

2025

Net revenues

$ 13,889,393

$ 12,614,668

$ 51,125,398

$ 49,401,547

Cost of revenues

1,728,199

1,582,159

6,524,437

6,468,031

Gross Profit

12,161,194

11,032,509

44,600,961

42,933,516

Operating Expenses

Selling and marketing

401,559

370,557

550,333

610,926

Corporate general and administrative

9,305,905

29,700,218

22,674,572

70,594,542

Employee salaries and related expenses

1,730,818

4,445,432

13,271,678

17,851,628

Depreciation and amortization expense

3,677,479

3,457,661

14,396,813

13,589,698

Total operating expenses

15,115,761

37,973,868

50,893,396

102,646,794

Loss from operations

(2,954,567 )

(26,941,359 )

(6,292,435 )

(59,713,278 )

Other Income (Expense)

Interest and other income

531,992

243,503

2,364,142

860,293

Gain on extinguishment of debt

—

801,894

—

Interest expense

(245,865 )

54,229

(1,769,656 )

(82,173 )

Total other income, net

286,127

297,732

1,396,380

778,120

Loss before income taxes from continuing operations

(2,668,440 )

(26,643,627 )

(4,896,055 )

(58,935,158 )

Provision for income taxes

49,537

317,891

49,537

6,286,305

Loss from continuing operations

(2,717,977 )

(26,961,518 )

(4,945,592 )

(65,221,463 )

Preferred stock dividend

(765,625 )

(3,053,993 )

(3,105,036 )

Net loss before discontinued operations, net of tax

(3,483,602 )

(27,727,143 )

(7,999,585 )

(68,326,499 )

Income (loss) from discontinued operations, net of tax

2,003,585

(50,555,212 )

1,407,951

(65,612,137 )

Net loss attributable to common stock shareholders

$ (1,480,017 )

$ (78,282,355 )

$ (6,591,634 )

$ (133,938,636 )

Basic income (loss) per share of common stock:

Continuing operations

$ (0.03 )

$ (0.24 )

$ (0.06 )

$ (0.58 )

Discontinued operations

0.02

(0.43 )

0.01

(0.56 )

Total basic loss per share of common stock

$ (0.01 )

$ (0.67 )

$ (0.05 )

$ (1.14 )

Diluted income (loss) per share of common stock:

Continuing operations

$ (0.03 )

$ (0.24 )

$ (0.06 )

$ (0.58 )

Discontinued operations

0.02

(0.43 )

0.01

(0.56 )

Total diluted loss per share of common stock

$ (0.01 )

$ (0.67 )

$ (0.05 )

$ (1.14 )

Weighted average number of shares outstanding:

Basic

117,229,844

116,511,247

117,095,850

117,642,232

Diluted

117,229,844

116,511,247

117,095,850

117,642,232

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