Outdoor Holding Company

Ladies and gentlemen, thank you for standing by. Good morning and welcome to the outdoor holding company's fiscal third quarter 2026 earnings call. At this time, all participants are in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star and then two. Participants of this call are advised that the audio of this conference call is being broadcast live over the internet and is also being recorded for playback purposes. I would now like to turn the call over to Michael Backel of Darrow Associates, the company's investor relations firm. Please go ahead, sir.

Good morning, and thank you for participating in today's conference call. Joining me from Outdoor Holding Company's leadership team are Steve Ervin, Chairman and Chief Executive Officer, Paul Kozowski, Chief Financial Officer, and Jordan Christensen, Chief Legal Officer and Corporate Secretary. During this call, management will be making forward-looking statements, including statements that address outdoor holding companies' expectations for future performance or operational results. Forward-looking statements involve risks and other factors that may cause actual results to differ materially from those statements. For more information about these risks, please refer to the risk factors described in outdoor holding companies' most recently filed periodic reports on Form 10-K and Form 10-Q, the Form 8-K filed with the SEC today, and the company's press release that accompanies this call, particularly the cautionary statements in it. Today's conference call includes non-GAAP financial measures that Outdoor Holding Company believes can be useful in evaluating its performance. You should not consider this additional information in isolation or as a substitute for results prepared in accordance with GAAP. For a reconciliation of this non-GAAP financial measure to net income or loss, its most directly comparable GAAP financial measure, please see the reconciliation table located in the company's earnings press release. The information discussed on this call is current as of today, February 9th, 2026. Except as required by law, Outdoor Holding Company disclaims any obligation to publicly update or revise any information to reflect events or circumstances that occur after this call. It is now my pleasure to turn the call over to Outdoor Holding Company's Chairman and Chief Executive Officer, Steve Erdem.

Good morning, everyone. Thank you for joining us for our third quarter fiscal 2026 earnings call. We believe these communications help you better understand our progress in moving and improving the company's performance. We look forward to this quarterly dialogue, and we remain committed to transparent and thoughtful communication with investors. Turning to the quarterly results, fiscal Q3 2026, There's a strong period operationally and financially. I'm going to provide some initial thoughts, then we'll turn things over to Paul to discuss our financial performance. I will close things out with some thoughts on where we are headed. Net sales were $13.4 million, an increase of 7% or about $900,000, outperforming broader trends in a restrained consumer spending environment. Gross margin remained strong for the quarter at 87%. Gross merchandise value increased to nearly $216 million, and we experienced a modest improvement in our take rate to 6.2% from 6.17% in last year's period. We continue to execute our strategy to operate as a streamlined, pure play e-commerce marketplace. In the third quarter, we continue to make significant progress reducing operating expenses, including depreciation and amortization Operating expenses declined significantly year over year, down about $22 million, with our operating expenses being the largest component with a reduction of approximately $21 million. A closer look at this expense reduction shows that a significant portion of this improvement reflects lower litigation-related costs, but importantly, recurring ordinary course Corporate operating expenses declined by approximately $1.4 million, driven primarily by reductions in corporate headcount, legal spend, and facilities cost. As I've said before, GunBroker.com can be operated effectively with a smaller, more streamlined organization by reducing redundancies and right-sizing our personnel to match the scope of our operations. Our actions over the past several quarters reflect that view. These cost reductions contributed to net income before discontinued operations in the quarter of $1,465,000 compared to a loss of $21,177,000 in the same period last year. This translated to earnings per share of one penny for the quarter versus a loss of 18 cents from continuing operations in 2025's third quarter. The significant cost improvements drove strong cash generation of over $4 million from operations during the quarter, even after restructuring costs, legal costs, dividends, and other costs, which Paul will discuss in more detail. Before I turn things over to Paul, I would like to touch on our most important financial metric, adjusted EBITDA, which we believe provides helpful insights into the underlying performance of the business. given the level of non-recurring items impacting reporting results. To help clarify our performance, we include a table detailing adjusted EBITDA in both our earnings release and 10Q. This quarter's adjusted EBITDA number confirms our progress, as we delivered a 54% increase in adjusted EBITDA for the quarter to $6.5 million, compared to $4.3 million in 2025's third quarter. I will now turn it over to Paul Kozowski, our Chief Financial Officer, to discuss the quarter's performance in greater detail.

Paul Kozowski Thanks, Steve. I'm excited to share some highlights from our third quarter. Outdoor Holding Company reported net income for a second consecutive quarter at just under $1.5 million in Q3. Third quarter adjusted EBITDA was $6.5 million, a robust 49% of net sales. We reported an improvement in Q3 adjusting earnings per share from the previous year's 4 cents per share to 5 cents per share. Q3 is seasonally one of our highest quarters for sales, and that remains consistent this year. GMV was $215.8 million and grew 6.4%, while net revenue was $13.4 million, an increase of 7% compared to the same period last year. Firearm unit sales were up over 8% from last quarter, while adjusted NICs decreased by 3.7%, resulting in an increased share of adjusted NICs by 56 basis points. The significant increase in firearm GMV was partially offset by a decline in the non-firearms category. The company is committed to improving the user experience on GunBroker and recently announced a strategic partnership with Master FFL to improve the transfer process for products subject to FFL regulations. This partnership required an upfront investment in Q3 impacting COGS, but margins remained strong at 87.1 percent. We anticipate this continued expense until the implementation is complete. Bottom line is that our strong adjusted EBITDA was driven by our improved operating efficiency, reduced expenses, and increased GMV when compared to last year's third quarter. The strength of the company's operating model is also evidenced in the increased cash position of nearly $4.2 million from last quarter, including a half million dollars of interest income, bringing our current cash balance to $69.9 million. The company intends to deploy some of that cash through its share repurchase program as trading permits. Surplus cash generation continues to be impacted by legal costs, but we expect a larger percentage of cash from operations to gradually be retained by the company as these matters are resolved. Looking at results for the first nine months of fiscal 2026, net sales were up slightly at $37.2 million compared to $36.8 million in fiscal year 2025. Year-to-date fiscal 2026 gross margins were 87.1 percent versus 86.7 percent in last year's period. Reducing operating expenses and improving the user experience will remain a focus. For the first nine months of fiscal year 2026, our adjusted EBITDA per share is 12 cents compared to 10 cents per share for the first nine months of fiscal 2025. We have reduced operating expenses by $28.9 million year-over-year, largely driven by legal resolutions and reduced corporate expenses. As a result, the net loss before discontinued operations was $4.5 million for the first nine months of fiscal 2026, or 4 cents per share, a significant improvement over the $40.6 million net loss from continuing operations, or 34 cents per share, for the first nine months of fiscal 2025. We expect our financial performance to continue progressing on this positive trajectory, but results may be tempered by legal costs in the short term as we continue to resolve remaining issues. Now, let me turn it over to Steve for some final remarks before we take your questions.

Thanks, Paul. Overall, we are pleased with the progress made this quarter. The results reflect the impact of the cost reduction initiatives implemented over the past several quarters, and we believe there remains additional opportunity to further improve operational efficiency. We have made such progress by relocating the headquarters and eliminating other redundant costs, but we will continue to evaluate and execute on additional opportunities to simplify the organization. Our near-term objective remains to achieve a $25 million adjusted EBITDA run rate before sales growth over the next 12 months. Paul also pointed out our substantial cash position. In January, we announced the stock repurchase program. We have since been an earnings-related blackout, but look forward to deploying the repurchase program when we are an open trading window over the next couple of months. We remain focused on disciplined capital allocation to support long-term shareholder value. Looking forward, expect continued cost optimization alongside targeted investments to improve the user experience on the GunBroker.com site with the goal of increasing traffic increasing transaction volume conversion, and ultimately revenue. With our gross margins and disciplined operational efficiency, each dollar of incremental revenue will have a tremendous impact on profitability, driving improved shareholder value. That concludes our opening remarks. I will now turn the call over to the operator for questions. Thank you.

We will now begin the question and answer session. To ask a question, you may press star, then one on your touchtone phone. If you are using a speakerphone, please take up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star and then two. Our first question comes from Matt Coranda with Roth Capital. Please go ahead, sir.

Matt Coranda, Roth Capital Hey, guys. Good morning and nice job on the quarter. Curious to hear a little bit more about what you think is driving the good performance in firearm sales for you versus Nick's. You're well outpacing that. Wanted to hear a little bit more about maybe some of the enhanced seller tools that you put into place that might be helping that. How much is it the shift in the used in the industry in general that's helping you out there? Maybe just unpack that a little bit for us.

Sure. Thank you. Let's see. So, our focus is on buyer experience. We have been working hard to, you know, to basically streamline the process to make it as easy as possible for people to find things, to make it as easy as possible for them to buy things, transact. And then, you know, we just did a release at SHACHO, talked about master FFL to streamline as much as possible the, you know, kind of the fulfillment process on the back end with the transfer dealers and what have you. So for us, it's all about buyer experience, you know, and we're creating seller tools as well. But it's all about customer experience, you know, making that experience as seamless as humanly possible. And I think that, you know, in part, that is what's playing, you know, that's helping us drive growth is getting back to our fundamentals. and focusing on the experience of the marketplace. Additionally, yes, we, you know, use guns, continue to be very strong. Although, you know, we've just guns in general were a great category for us over the last quarter. So, you know, our continued, just continuing to focus on that customer experience. We're also continuing to work on universal payments, We're, you know, we're trying to just look at every aspect of the transaction process and just make it as seamless as humanly possible.

Okay, that makes sense. Curious on the universal payments implementation, Steve, maybe where are we, I guess, in terms of implementation there? When is it realistic to expect that it might be rolled out across the platform? And what does that unlock for you in terms of incremental GMB that you can go after?

Sure. So, in terms of what it could mean, right now about 30% of our transactions are not done through credit card. And so, what we look at is, you know, how many transactions are foregone because people don't want to have to send a check, go to the post office, go to the bank and get cash, then take it to the post office and get a money order. So to our way of thinking, that part of the process is definitely not as streamlined as it could be. And so for us, universal payments, we could make money on that 30%. which, you know, increase our take rate. But we also can make that, you know, experience to the buyer more seamless by allowing them to just pull out their credit card for anything on the site, as opposed to, you know, certain transactions have to be paid for in a way that has a lot more friction. And so we consider that to be a very, you know, big opportunity for driving GMV, which in turn drives revenue. In terms of timeline, You know, it's actually, there's a lot of complexity in payments. There's licensing issues. There's compliance issues, KYC, AML. You're dealing with banks. Banks are slow moving. You know, it's not a super easy process. The technology isn't that hard, but just all the process around it is, you know, challenging. So I don't really want to put out a timeline and miss it because I don't think we're quite close enough yet. But, you know, this is the highest priority for the engineering team. And we are working diligently every day to, you know, move the ball forward on that initiative.

Got it. Maybe just last one for me. I guess if we just run rate, which may be a little bit of a dumb way to do it, but if we just run rate the adjusted EBITDA from the third quarter here for a full year, you're tracking ahead of the $25 million in adjusted EBITDA target that you set out. Maybe help us understand, maybe either Paul or Jordan, if he's on the call, can help us understand sort of what to expect in terms of legal fees and professional fees over the next several quarters that might kind of touch that down that won't be adjusted. Any help on sort of where we are in the trajectory toward putting up a full year of the $25 million that you set out several months ago?

Sure. Paul, you want to take that one?

Sure. You know, certainly, Matt, there's still work to do. And I think the, you know, the The indication here is that, you know, there will still be some expenses for items that are not settled and won't be pulled in. It's hard to say on the pure trajectory. I think, you know, some of those costs were lower than expected in Q3. And so I just wanted to give you a heads up that, hey, you know, it may not always trend that same direction.

Matt, this is Jordan. Just to add to that. Legal costs are never straight line. So we budget them straight line, but they ebb and they flow. And we, of course, hope that we resolve as many legal issues as quickly as we can, because spending money on legal fees is not a value add to us whatsoever. So we're constantly trying to get these things resolved. But there may be quarters where it's higher than expected, and there may be quarters where it's lower than expected, but the overall goal is just to knock those things out as quickly as possible.

Okay, guys. I'll leave it over to someone else here. Thank you.

Thank you.

And the next question comes from Mark Smith with Lake Street. Please go ahead.

Hi, guys. I want to ask, first off, just as we look at solid firearm sales and revenue across the board, is there anything to call out, for instance, Florida with the tax holiday? Was that a driver of increased sales or anything else that you can point to that helped kind of the outperformance?

Paul, you want to take that one?

Yeah, we did look at that. It was up, but it was not a large driver of the overall performance. And it was a combination of new and used firearms, both that were up versus the same quarter a year ago. Used leading the way, but those categories were higher.

And looking forward, I would assume maybe, you know, similar thoughts around kind of NFA items with tax stamp going away. You know, sounds like this could be a positive for you here, especially in this next quarter. But is it big enough to really move the needle? If you have any thoughts on that.

So I think You know, it's a good question, and obviously, you know, requires me to dust off my crystal ball. But I think that, you know, there's no question. NSSF just put out adjusted mix numbers, and, you know, obviously a lot of people were just holding off on NSA items for the tax to go away. So there's been kind of a burst of activity around there. And I think that, you know, that same burst of activity, specifically in NSA, kind of drives interest in general in firearms. So, you know, I think that, you know, this isn't a, I wouldn't say this is a 2020 COVID situation or whatever, but, you know, I think the market's a little better than it was, you know, since the first of the year than it has been prior.

Okay. Okay. And then I did just want to hit operating expenses again, you know, a good, you know, step down in operating expenses this quarter. Does a lot of this feel like, and I know Paul just talked about, you know, some legal, some things that are still happening, but, you know, any thoughts as we look forward at when or where we get to kind of a, what we'll call normalized quarterly OPEX?

You know, it's still off in the future. One of the biggest issues, And actually, let me delineate, you know, OPEX versus things that are adjusted. You know, in terms of OPEX, we are working to reduce our OPEX every day. There were certain requirements, you know, in our settlement with the SEC. There were certain requirements that, you know, require us to – to require us to, and also, you know, just we want to make sure that we're doing everything by the book, you know, because we're under additional scrutiny here just from, you know, having been under the SEC's eyes for a long period of time. So we're really working hard to make sure that we do everything that we have, you know, a lot more that we are looking at things a lot um closer than you know everything we do we're just looking at it um make sure that everything is right we want to you know we're we don't want to make any mistakes and so that increases our costs we have uh we're you know we're spending more money on legal we're spending more money on compliance We're spending more money on internal auditing. And so we're trying to, you know, kind of cost reduce that over time. But, you know, as we pointed out in the past, there's really, you know, it's 12 to 18 months out in the future. It's been a few months since then was kind of the point at which, you know, we expect that stuff to drop off appreciably. And then from an adjusted standpoint, from a cash flow standpoint, you know, the indemnification of, you know, former officers is, you know, one of the, it's just, we spend a lot of money on legal fees indemnifying former officers and that won't end until such time as, you know, they settle with the SEC or that they go through, you know, their process with the SEC and there's some resolution on that. And so, you know, we see the light at the end of the tunnel, but we're not in control of, you know, when those things are going to occur.

Okay. And the last one for me is just as we think about cash generation and, you know, capital allocation. And, Steve, you talked a little bit about this in your closing remarks. But, you know, you've got the buyback, the authorization that's out there now. Anything else that we should be thinking about that maybe takes a more significant investment here in the near term? And then if you want to talk at all about your thoughts maybe around the preferred later this year.

Sure. So, you know, we invest in the company. We invest in our website every day. You know, most of what our engineering team does is really CapEx. You know, we're developing new software. We're developing new features, developing new functionality, developing new processes. You know, all of that is an investment. And so we have a substantial budget. for investment in the platform. And we spend that money every day, and we've always done that. In terms of new things outside of that, we are looking at a number of initiatives. AI has come on the scene the last three years, and we're always looking at... We use AI internally right now. We do a lot of things with AI, but we're always looking at ways to, you know, improve and streamline and, you know, like improve the, again, the buying experience, improve the internal operations, what have you. And so we're looking at focused areas to potentially, you know, invest some money. But when you look at the kind of pile of cash that we have, those investments would not be you know, that significant compared to the amount of cash we generate and the amount of cash that we have on our balance sheet. So, you know, right now the, you know, I mentioned we were in a blackout period. You know, right now we consider our shares highly undervalued and we're going to be out, you know, executing on our, on our repurchase plan now that the blackout has ended. And in terms of other things, you know, we're just always looking at what we can do with that cash and trying to be smart about it. We don't want to squander the cash. It's not that easy to make. We want to make smart decisions, and we want to always drive shareholder value. And so we're always looking at ways to deploy that capital to achieve those goals.

Excellent, that's helpful. Thank you, guys.

And the next question comes from David Cannon with Cannon Wealth Management. Please go ahead.

Hi, good morning. Congratulations, and thank you, Steve, and your entire team for your hard work and execution. One more thing, because I know you're not going to highlight this, is You being so aligned with the shareholders is very welcome by myself and probably the majority of shareholders Some may not know that you've forgotten salary that essentially you're making a dollar a year and you're aligned with us with the stock into a Very high magnitude. So thank you for that So first question is in regard to the investment that you're making in FFL and the impact that it had on COGS. If you could just quantify that for us for the quarter and then also for the 12-month period, what you anticipate that to be in total.

You mean NESS or FFL, correct?

Yes, you had said that you were investing. My apologies. In the prepared remarks, you said that you were investing, and I guess it was a consultant or a vendor that was helping you there, and that there was a cost that impacted COGS.

Correct. I'll let Paul talk about the cost, but in terms of... you know, the master FSL announcement. Again, this is, you know, this is an attempt to streamline a point of friction in the buying process. Firearms have to be shipped to a licensed dealer in the U.S. You can't just ship a gun to your house. It has to be shipped to a licensed dealer, and the buyer has to pick it up from a licensed dealer. And so there's a whole paperwork that needs to change hands. There's things that need to be done to facilitate that. And we identified that as a point of friction, you know, again, and with the goal of improving the buyer experience, we are making an investment in that area. And we expect it to be something that generates revenue over time. But there is a little bit of an initial investment. And I'll let Paul address that right now.

Yeah, so it's about $60,000 to $120,000 a month here in terms of the nominal investment, and it's really intended to get all the plumbing working coordination to make the tool really seamless. In the long run, like Steve said, it would be really a profit center and an opportunity to generate additional sales.

Paul, did you say $60,000 to $120,000 a month?

That's correct.

Okay. Okay. So probably maybe up to $400,000 or $500,000 for the quarter was the impact, which at some point we'll get back. And then also, as Steve mentioned, it should improve conversion. Okay. Okay. And then on another subject as it relates to the bank, could you give us an update on what you think is happening in terms of regulation and banks potentially offering traditional financing? So the reason I'm asking is you're paying eight and three quarters on your preferred with the strong cash generation situation. I mean, we would, if you were a regular company, banks would be lining up to give you $50 million at probably SOFR plus two. And we could orb that and we could also thoughtfully, opportunistically deploy that into other initiatives like share buybacks or whatever increases shareholder value. So could you talk a little bit about that landscape and what's happening and if this is an opportunity in the forward 12 months.

Yeah, I'll be happy to do that. So just in the last week or two, J.T. Morgan sent a letter to the NSSF and basically rescinded their policies that prohibited them from doing business with the gun industry. I think it was it was kind of veiled in the modern sporting rifles category. Um, but you know, the, the, I think under Trump, the, um, you know, he signed an executive order, they put out some additional requirements that, you know, they're prohibiting banks from discriminating against the number of categories of businesses, you know, including fossil fuels and what have you, but firearms was, kind of very high up the list. And I think that what that does, you know, change the landscape in terms of being able to get bank debt, sizable amounts of bank debt at a reasonable price. In the past, you know, if you look at the top 100 banks, you know, maybe there were five or six that would do business with companies that were You know, gun companies were not really a gun company or a technology company, but firearms are sold through our site. And I think that, you know, the executive orders and the change in attitude by the regulators is changing that, changing that attitude toward the gun industry. and opening up avenues that were previously closed to us. And so I do agree with your thesis that, you know, the company probably has the ability to raise a substantial amount of reasonably priced debt from banks, you know, if we care to do that. And then, you know, obviously we could look at intelligent ways to deploy it, including, potentially paying off the preferred, potentially share buybacks, you know, whatever intelligent capital allocation strategies that we wish to pursue. So, yes, I believe very much that that avenue is much more accessible than it has been, you know, in the past.

Okay. Is that something that you're currently engaged in? Are you in conversations with banks at this present time to get reasonable debt?

We are not. But, you know, we're kicking – I mean, we're always looking at, you know, capital allocation strategies. And, you know, I've done a number of debt deals in my life. I don't like to be over-levered, but, you know, a certain amount of leverage – that we can easily service is a good thing. And so we are always looking at these things.

Okay. And then I see take was up about 10 basis points. Can you talk to some of the levers that you think you have? And is there opportunity to move take up a little bit more? And then my last question is in regards to the progress that you've made in used Over the next 12 to 24 months, do you guys have an internal target as to the percentage that you'd like to see in GMV for use?

So I think, you know, in terms of moving take rate around, I'll let Paul give you some more details here. But in terms of moving take rate around, you know, things like the universal payments, potentially even the deal with Master FFL, these have the ability to increase our take rates over time. And as these things roll in, we're always trying to drive that number to the best of our ability. We're trying to drive it through new services as opposed to straight fee increases. And so we're trying to be very thoughtful and find ways to create more value and to be able to charge for it. And, you know, the two examples I just gave are, you know, solid examples of that. Paul, do you want to talk some more about our kind of the other question David asked about where expect to use to go?

Sorry. It was of where we expect. I missed the last part of his other question.

Just an internal target over the next 12 to 24 months that you'd like to see used become as a percent of the overall revenue.

We have not set an internal target on used. I think some of the marketing programs kind of address users on the site by kind of profile is the goal. We did not set a target on used GMV sales.

We are continually. We're always trying to drive more used product through the site. And we may not have quantified it, but that's a goal is to continue to get more used product on the site. Used product has a great sell-through rate, great margins to the person who's actually selling the product. So it's just always a push for us.

You know what? One more question. So you had mentioned that to start the year, probably given what's happening with ICE and some of this protesting, you had implied that there was an increase in activity that the year started off more positively. Could you just touch on that a little bit? and share with us what you're seeing. I mean, we check the traffic and we do see it improving, but we don't see anything like, you know, really meaningful, but it, but I'll, I'd like to hear what you're saying.

You know, like I said, the NSF, you know, it does the adjusted Nick and obviously, you know, the suppressor, the, the, the taxes going away on NFA items, has driven activity, and I think probably more than, you know, the Minnesota occurrences, probably more so than that. It's just, you know, as of January 1, no more NFA tax, and that's driving activity and that's driving interest, not just in the restricted items, but, you know, across the board. I think that's probably your biggest driver. is just the tax going away. It's caused renewed interest in the space.

Okay, that's helpful. Again, thank you for your hard work. Congrats to you and your entire team.

Thank you. This concludes our question and answer session. I would like to turn the conference back over to Steve Irvin for any closing remarks.

I want to thank you for participating in today's call. and for your interest in outdoor holding company. We look forward to sharing our ongoing progress when we report our fiscal fourth quarter and full year 2026 results in June. Thank you, and have a good day.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.