Form 8-K - Current report

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): August 8, 2024

AMMO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13101

83-1950534

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 947-0001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 ☐

If 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.

On August 8, 2024, Ammo, Inc. (the “Company”) reported its financial results for the fiscal quarterly period ended June 30, 2024. 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 (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 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 August 8, 2024
	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.

	AMMO, INC.

Dated: August 8, 2024	By:	/s/ Robert D. Wiley
		Robert D. Wiley
		Chief Financial Officer

Exhibit 99.1

AMMO, Inc. Reports First Quarter Fiscal Year 2025 Financial Results

SCOTTSDALE, Ariz., August 8, 2024 (GLOBE NEWSWIRE) -- AMMO, Inc. (Nasdaq: POWW, POWWP) (“AMMO” or the “Company”), the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer of high-performance ammunition and components, today reported results for its first quarter of fiscal 2025, ended June 30, 2024.

First Quarter Fiscal 2025 vs. First Quarter Fiscal 2024

●	Net Revenues of $31.0 million
●	Gross profit margin of approximately 31.6% compared to 40.9%
●	Adjusted EBITDA of $2.0 million compared to $6.6 million
●	Net loss of ($7.1) million, compared to a net loss of ($1.1) million
●	Diluted EPS of ($0.07), compared to ($0.02)
●	Adjusted EPS of $0.01, compared to $0.05

GunBroker.com “Marketplace” Metrics – First Quarter 2025

●	Marketplace revenue of approximately $12.3 million
●	New user growth averaged approximately 25,000 per month
●	Average take rate increased to 6.2% compared to 5.8% in Q1 FY 2024

Jared Smith, AMMO’s CEO, commented “In our first quarter of fiscal 2025, we continued to make progress on the primary core initiatives for each of our business units, transforming our ammunition plant to higher margin rifle and pistol production and transforming our marketplace into an innovative ecommerce leader.

“We have been building ammunition inventories to accelerate sales this fall for the launch of our new premium rifle hunting segments, and we started delivering on our 12.7X108 cases under our contractual obligations to ZRO Delta. At GunBroker, we see take rates further increasing in the quarters ahead as we push ahead with our Gearfire financing solution, and an anticipated increase in non-firearm accessory sales as we monetize the algorithms and tune our cross-selling capabilities,” Mr. Smith concluded.

First Quarter 2025 Results

We ended the first quarter of our 2025 fiscal year with total revenues of approximately $31.0 million in comparison to $34.3 million in the prior year quarter. Our ammunition segment made up $18.7 million of the total revenues and our marketplace segment generated the remaining $12.3 million in revenues. The decrease in revenue was primarily related to a decrease in activity across both our reporting segments, which we believe decreased as a result of the current macroeconomic environment impacting our industry as well as others.

Cost of revenues was approximately $21.2 million for the quarter compared to $20.2 million in the comparable prior year quarter. Cost of revenues for our marketplace segment was $1.8 million and our ammunition segment cost of revenues were $19.4 million.

This resulted in a total gross margin for the quarter of $9.8 million or 31.6% compared to $14.0 million or 40.9% in the prior year period. Our marketplace segment gross margin was $10.5 million or 85.6%. The gross margin for our ammunition segment was negative $0.7 million or (4.0%).

The increase in cost of revenues and decrease in gross profit margin was related to the shift in sales mix and production inefficiencies in our ammunition segment in comparison to the prior year period.

Although our margins decreased from the prior year period, the robust margins on GunBroker continue to hold strong, and while the margins in the ammunition segment remained down as the plant ramp is still underway, we are beginning to see increased production throughput and expect that we will see increased product marginality in future periods if we are able to continue with this trend.

There was approximately $6.3 million of nonrecurring expenses in the quarter related to legal and professional fees, which we have included as an addback to adjusted EBITDA. The $6.3 million of nonrecurring expenses also included a $3.2 million expense related to a contingency stemming from litigation GunBroker was involved with prior to our acquisition. We expect to recover 2.9 million shares of common stock as a result of this settlement, which will be cancelled and returned to our authorized but unissued share pool.

For the quarter, we recorded Adjusted EBITDA of approximately $2.0 million, compared to prior year quarter Adjusted EBITDA of $6.6 million.

This resulted in a loss per share of $0.07 for the quarter or Adjusted Net Income per Share of $0.01 in comparison to a loss per share of $0.02 in the prior year quarter or Adjusted Net Income per Share of $0.05.

Looking forward, we are continuing to focus on streamlining our manufacturing processes, which should improve product throughput and marginality. For GunBroker, efforts to offer a flexible financing option to customers is well underway as well as our cross-selling solution which provides our users with the ability to view and purchase compatible items when going through the checkout process. We expect these enhancements will drive sales growth through better functionality and enhanced purchasing power of buyers.

Our financial position remains strong given our net working capital position as we have reported $134.0 million in current assets including $50.8 million of cash and cash equivalents along with $42.3 million of current liabilities. We believe this strong position will continue to stimulate our transformation efforts.

We repurchased approximately 580,000 shares of our common stock under our repurchase plan in the reported quarter, bringing us to just over 1.9 million total shares repurchased under the plan since December 2022.

Conference Call

Management will host a conference call at 5:00 PM ET today, August 8, 2024, to review financial results and provide an update on corporate developments. Following management’s formal remarks there will be a question-and-answer session.

Participants are asked to preregister for the call at the following link: https://dpregister.com/sreg/10190959/fd1589a7fa

Please note that registered participants will receive their dial-in number upon registration and will dial directly into the call without delay. Those without Internet access or who are unable to pre-register may dial in by calling 1-844-481-2698 (domestic) or 1-412-317-0655 (international).

Please join at least 5-10 minutes prior to the scheduled start and follow the operator’s instructions. When requested, please ask for “AMMO, Inc. First Quarter 2025 Conference Call.”

The conference call will also be available through a live webcast at the following link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=mju9ciSM, which is also available through the Company’s website.

About AMMO, Inc.

With its corporate offices headquartered in Scottsdale, Arizona, AMMO designs and manufactures products for a variety of aptitudes, including law enforcement, military, sport shooting and self-defense. The Company was founded in 2016 with a vision to change, innovate and invigorate the complacent munitions industry. AMMO promotes branded munitions as well as its patented STREAK^™ Visual Ammunition, /stelTH/^™subsonic munitions, and specialty rounds for military use via government programs. For more information, please visit: www.ammo-inc.com.

About GunBroker.com

GunBroker.com is the largest online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com currently sells none of the items listed on its website. 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 using licensed firearms dealers as transfer agents. Launched in 1999, GunBroker.com is an informative, secure and safe way to buy and sell firearms, ammunition, air guns, archery equipment, knives and swords, firearms accessories and hunting/shooting gear online. GunBroker.com promotes responsible ownership of guns and firearms. For more information, please visit: www.gunbroker.com.

Forward Looking Statements

This document contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures and risk factors we include in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Reports filed on Form 8-K.

Investor Contact:
CoreIR
Phone: (212) 655-0924
IR@ammo-inc.com

Source: AMMO, Inc.

AMMO, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			March 31, 2024
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	50,754,570		$	55,586,441
Accounts receivable, net		19,436,712			28,221,321
Due from related parties		4,800,000			-
Inventories		54,717,709			45,563,334
Prepaid expenses		4,244,197			2,154,170
Total Current Assets		133,953,188			131,525,266

Equipment, net		57,998,933			58,082,040

Other Assets:
Deposits		1,325,806			349,278
Patents, net		4,415,924			4,539,290
Other intangible assets, net		107,982,842			111,049,067
Goodwill		90,870,094			90,870,094
Right of use assets - operating leases		1,825,564			2,000,093
Deferred income tax asset		4,046,430			1,487,088
TOTAL ASSETS	$	402,418,781		$	399,902,216

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	22,678,651		$	23,156,495
Accrued liabilities		17,141,591			7,030,667
Current portion of operating lease liability		488,887			479,651
Current portion of construction note payable		276,616			273,459
Insurance premium note payable		1,680,594			-
Total Current Liabilities		42,266,339			30,940,272

Long-term Liabilities:
Contingent consideration payable		39,852			59,838
Construction note payable, net of unamortized issuance costs		10,710,081			10,735,241
Operating lease liability, net of current portion		1,426,740			1,609,836
Total Liabilities		54,443,012			43,345,187

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 June 30, 2024 and March 31, 2024, respectively		1,400			1,400
Common stock, $0.001 par value, 200,000,000 shares authorized 120,686,636 and 120,531,507 shares issued and 118,756,733 and 119,181,067 outstanding at June 30, 2024 and March 31, 2024, respectively		118,757			119,181
Additional paid-in capital		397,079,854			396,730,170
Accumulated deficit		(45,455,985	)		(37,620,566	)
Treasury Stock		(3,768,257	)		(2,673,156	)
Total Shareholders’ Equity		347,975,769			356,557,029
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	402,418,781		$	399,902,216

AMMO, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended June 30,
	2024			2023

Net Revenues
Ammunition sales⁽¹⁾	$	13,359,554		$	14,106,029
Marketplace revenue		12,281,991			13,912,202
Casing sales		5,312,005			6,236,344
		30,953,550			34,254,575

Cost of Revenues		21,164,428			20,230,035
Gross Profit		9,789,122			14,024,540

Operating Expenses
Selling and marketing		298,613			295,581
Corporate general and administrative		11,323,078			7,947,563
Employee salaries and related expenses		4,462,101			4,116,280
Depreciation and amortization expense		3,381,669			3,344,043
Total operating expenses		19,465,461			15,703,467
Loss from Operations		(9,676,339	)		(1,678,927	)

Other Income
Other income		252,232			692,951
Interest expense		(196,522	)		(204,201	)
Total other income		55,710			488,750

Loss before Income Taxes		(9,620,629	)		(1,190,177	)

Provision for Income Taxes		(2,559,342	)		(97,144	)

Net Loss		(7,061,287	)		(1,093,033	)

Preferred Stock Dividend		(774,132	)		(774,132	)

Net Loss Attributable to Common Stock Shareholders	$	(7,835,419	)	$	(1,867,165	)

Net Loss per share
Basic	$	(0.07	)	$	(0.02	)
Diluted	$	(0.07	)	$	(0.02	)

Weighted average number of shares outstanding
Basic		119,105,502			117,713,805
Diluted		119,105,502			117,713,805

(1)	Included in revenue for the three months ended June 30, 2024 and 2023 are excise taxes of $1,303,603 and $1,175,796, respectively.

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Three Months Ended June 30,
	2024			2023

Cash flows from operating activities:
Net Loss	$	(7,061,287	)	$	(1,093,033	)
Adjustments to reconcile Net Loss to Net Cash provided by/(used in) operations:
Depreciation and amortization		4,692,556			4,620,087
Debt discount amortization		20,813			20,813
Employee stock awards		606,199			822,797
Stock grants		68,750			50,750
Common stock purchase options		41,055			-
Contingent consideration payable fair value		(19,986	)		(21,024	)
Allowance for doubtful accounts		87,689			909,717
Reduction in right of use asset		174,529			120,216
Deferred income taxes		(2,559,342	)		(97,144	)
Changes in Current Assets and Liabilities
Accounts receivable		8,696,920			7,088,437
Due from related parties		(4,800,000	)		-
Inventories		(9,154,375	)		(1,579,836	)
Prepaid expenses		312,409			888,412
Deposits		(976,528	)		2,964,365
Accounts payable		(477,844	)		(1,722,783	)
Accrued liabilities		9,974,813			152,021
Operating lease liability		(173,860	)		(127,704	)
Net cash provided by/(used in) operating activities		(547,489	)		12,996,091

Cash flows from investing activities:
Purchase of equipment		(1,419,857	)		(1,313,939	)
Net cash used in investing activities		(1,419,857	)		(1,313,939	)

Cash flow from financing activities:
Payments on insurance premium note payment		(721,842	)		(970,541	)
Payments on construction note payable		(42,816	)		(64,959	)
Proceeds from factoring liability		-			14,610,314
Payments on factoring liability		-			(14,610,314	)
Payments on note payable - related party		-			(180,850	)
Preferred stock dividends paid		(638,021	)		(638,038	)
Repurchase of common shares		(366,164	)		-
Common stock repurchase plan		(1,095,682	)		(1,456,744	)
Net cash used in financing activities		(2,864,525	)		(3,311,132	)

Net increase/(decrease) in cash		(4,831,871	)		8,371,020
Cash, beginning of period		55,586,441			39,634,027
Cash, end of period	$	50,754,570		$	48,005,047

(Continued)

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Three Months Ended June 30,
	2024		2023

Supplemental cash flow disclosures:
Cash paid during the period for:
Interest	$	196,552	$	184,385
Income taxes	$	-	$	-

Non-cash investing and financing activities:
Insurance premium note payment	$	2,402,436	$	1,056,199
Dividends accumulated on preferred stock	$	136,111	$	136,094

The accompanying notes are an integral part of these condensed consolidated financial statements.

Non-GAAP Financial Measures

We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under accounting principles generally accepted in the United States (“GAAP”), the following information includes key operating metrics and non-GAAP financial measures we use to evaluate our business. We believe these measures are useful for period-to-period comparisons of the Company. We have included these non-GAAP financial measures in this Current Report on Form 8-K because they are key measures we use 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 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.

Reconciliation of GAAP net loss to Adjusted EBITDA

Adjusted EBITDA

	For the Three Months Ended
	30-Jun-24			30-Jun-23

Reconciliation of GAAP net loss to Adjusted EBITDA
Net Loss	$	(7,061,287	)	$	(1,093,033	)
Provision for income taxes		(2,559,342	)		(97,144	)
Depreciation and amortization		4,692,556			4,620,087
Interest expense, net		196,522			204,201
Employee stock awards		606,199			822,797
Stock grants		68,750			50,750
Common stock purchase options		41,055			-
Other income, net		(252,232	)		(692,951	)
Contingent consideration fair value		(19,986	)		(21,024	)
Other nonrecurring expenses⁽¹⁾		6,249,893			2,759,726
Adjusted EBITDA	$	1,962,128		$	6,553,409

For the three months ended June 30, 2024 and 2023, other nonrecurring expenses consist of professional and legal fees that are nonrecurring in nature. There were $3.2 million in expenses related to the settlement contingency included in other nonrecurring expenses for the three months ended June 30, 2024.

Reconciliation of GAAP net income to Fully Diluted EPS

	For the Three Months Ended
	30-Jun-24						30-Jun-23
Reconciliation of GAAP net loss to Fully Diluted EPS
Net Loss	$	(7,061,287	)	$	(0.06	)	$	(1,093,033	)	$	(0.01	)
Depreciation and amortization		4,692,556			0.04			4,620,087			0.04
Interest expense, net		196,522			-			204,201			-
Employee stock awards		606,199			0.01			822,797			0.01
Stock grants		68,750			-			50,750			-
Contingent consideration fair value		(19,986	)		-			(21,024	)		-
Nonrecurring expenses		6,249,893			0.05			2,759,726			0.03
Tax effect⁽¹⁾		(3,154,317	)		(0.03	)		(2,009,764	)		(0.02	)
Adjusted Net Income	$	1,578,330		$	0.01		$	5,333,740		$	0.05

(1)

Tax effects are estimated by applying the statutory rate to each applicable Non-GAAP adjustment.

	For the Three Months Ended June 30,
	2024		2023
Weighted average number of shares outstanding
Basic		119,105,502		117,713,805
Diluted		119,105,502		117,713,805

Cover	Aug. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
Entity File Number	001-13101
Entity Registrant Name	AMMO, INC.
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 Rd.
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
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