AMMO, INC. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

AMMO, Inc.

(Exact Name of Registrant as Specified in its Charter)

delaware

001-13101

83-1950534

(State

of incorporation)

(Commission

File No.)

(I.R.S. Identification

Number)

7681 E Gray Road, Scottsdale, AZ 85260

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number including area code: (480) 947-0001

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 issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 12, 2021, there were 115,113,016 shares of $0.001 par value Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

PART I

ITEM 1:	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and March 31, 2021	3
	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended September 30, 2021, and 2020	4
	Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the three and six months ended September 30, 2021, and 2020	5
	Condensed Consolidated Statements of Cash flow (Unaudited) for the six months ended September 30, 2021, and 2020	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	25
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	33
ITEM 4:	CONTROLS AND PROCEDURES	33

PART II
ITEM 1:	LEGAL PROCEEDINGS	34
ITEM 1A:	RISK FACTORS	34
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	34
ITEM 4:	MINE SAFETY DISCLOSURE	34
ITEM 5:	OTHER INFORMATION	35
ITEM 6:	EXHIBITS	35
SIGNATURES		36

PART I

ITEM 1. FINANCIAL STATEMENTS

AMMO, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021			March 31, 2021
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	32,938,021		$	118,341,471
Accounts receivable, net		39,621,340			8,993,920
Due from related parties		18,934			15,657
Inventories		34,960,878			15,866,918
Prepaid expenses		3,412,497			2,402,366
Total Current Assets		110,951,670			145,620,332

Equipment, net		25,695,773			21,553,226

Other Assets:
Deposits		17,217,487			1,833,429
Licensing agreements, net		16,667			41,667
Patents, net		5,772,897			6,019,567
Other intangible assets, net		143,052,686			2,220,958
Goodwill		90,870,094			-
Right of use assets - operating leases		2,935,322			2,090,162
TOTAL ASSETS	$	396,512,596		$	179,379,341

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	20,807,941		$	4,371,974
Factoring liability		3,131,676			1,842,188
Accrued liabilities		5,452,427			3,462,785
Inventory credit facility		194,810			1,091,098
Current portion of contingent consideration payable		10,755,000			-
Current portion of operating lease liability		867,133			663,784
Current portion of note payable related party		654,461			625,147
Insurance premium note payable		1,134,159			41,517
Total Current Liabilities		42,997,607			12,098,493

Long-term Liabilities:
Contingent consideration payable, net of current portion		529,810			589,892
Notes payable related part, net of current portion		531,396			865,771
Note payable		-			4,000,000
Operating lease liability, net of current portion		2,195,095			1,477,656
Total Liabilities		46,253,908			19,031,812

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 September 30, 2021		1,400			-
Common stock, $0.001 par value, 200,000,000 shares authorized 113,583,016 and 93,099,067 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively		113,583			93,100
Additional paid-in capital		369,431,456			202,073,968
Accumulated deficit		(19,287,751	)		(41,819,539	)
Total Shareholders’ Equity		350,258,688			160,347,529
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	396,512,596		$	179,379,341

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

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2021			2020			2021			2020

Net Revenues
Ammunition sales	$	40,208,402		$	8,741,280		$	68,560,182		$	15,152,948
Marketplace revenue		16,777,216			-			29,049,282			-
Casing sales		4,016,467			3,271,592			7,868,953			6,519,894
Total Revenue		61,002,085			12,012,872			105,478,417			21,672,842
Cost of Revenues, for the three and six months ended September 30, 2021 and 2020 includes depreciation and amortization of $959,945, $780,150, $1,835,675, and $1,538,652, respectively, and federal excise taxes of $3,937,118, $864,570, $6,334,889 and $1,505,693, respectively		34,786,017			10,723,246			60,291,455			19,311,811
Gross Profit		26,216,068			1,289,626			45,186,962			2,361,031

Operating Expenses
Selling and marketing		1,550,394			332,430			2,716,243			702,052
Corporate general and administrative		4,082,236			1,077,194			7,238,833			2,166,178
Employee salaries and related expenses		2,647,108			1,174,257			5,003,981			2,156,746
Depreciation and amortization expense		3,708,012			415,685			6,319,073			826,184
Loss on purchase		-			-			-			1,000,000
Total operating expenses		11,987,750			2,999,566			21,278,130			6,851,160
Income/(Loss) from Operations		14,228,318			(1,709,940	)		23,908,832			(4,490,129	)

Other Expenses
Other income/(expense), net		-			(186,600	)		21,425			(186,600	)
Interest expense		(112,806	)		(442,085	)		(278,085	)		(765,685	)
Total other expenses		(112,806	)		(628,685	)		(256,660	)		(952,285	)

Income/(Loss) before Income Taxes		14,115,512			(2,338,625	)		23,652,172			(5,442,414	)

Provision for Income Taxes		-			-			-			-

Net Income/(Loss)		14,115,512			(2,338,625	)		23,652,172			(5,442,414	)

Preferred Stock Dividend		(782,639	)		-			(1,120,384	)		-

Net Income/(Loss) Attributable to Common Stock Shareholders	$	13,332,873		$	(2,338,625	)	$	22,531,788		$	(5,442,414	)

Net Income/(Loss) per share
Basic	$	0.12		$	(0.05	)	$	0.21		$	(0.12	)
Diluted	$	0.11		$	(0.05	)	$	0.20		$	(0.12	)

Weighted average number of shares outstanding
Basic		113,174,363			47,790,105			109,545,553			47,023,094
Diluted		116,721,949			47,790,105			112,848,821			47,023,094

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

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Six Months Ended September 30, 2021 and 2020

(Unaudited)


	Preferred Stock				Common Shares					Additional Paid-In		Accumulated
	Number		Par Value		Number		Par Value			Capital		(Deficit)			Total
Balance as of March 31, 2021		-	$	-		93,099,967	$	93,100	$	202,073,968		$	(41,819,539	)	$	160,347,529

Acquisition stock issuances		-		-		18,500,000		18,500		131,917,782			-			131,936,282
Common stock issued for cash
Common stock issued for cash, shares
Common stock issued for exercised warrants		-		-		380,142		380		821,276			-			821,656
Common stock issued for cashless warrant exercise		-		-		276,907		277		(277	)		-			-
Common stock issuance costs
Acquisition stock issuances
Common stock issued for services and equipment		-		-		771,250		771		1,626,729			-			1,627,500
Employee stock awards		-		-		554,750		555		1,852,570			-			1,853,125
Stock grants		-		-		-		-		132,012			-			132,012
Issuance of Series A Preferred Stock, net of issuance costs		1,400,000		1,400		-		-		31,007,396			-			31,008,796
Preferred stock dividends declared		-		-		-		-		-			(337,745	)		(337,745	)
Dividends accumulated on preferred stock		-		-		-		-		-			(782,639	)		(782,639	)
Net income		-		-		-		-		-			23,652,172			23,652,172

Balance as of September 30, 2021		1,400,000	$	1,400		113,583,016	$	113,583	$	369,431,456		$	(19,287,751	)	$	350,258,688

Balance as of March 31, 2020		-	$	-		46,204,139	$	46,204	$	53,219,834		$	(34,007,245	)	$	19,258,793

Common stock issued for cash		-		-		1,663,215		1,664		2,880,207			-			2,881,871
Common stock issued for exercised warrants		-		-		121,213		120		242,305			-			242,425
Common stock issued for cashless warrant exercise		-		-		279		-		-			-			-
Common stock issuance costs						-		-		(70,000	)		-			(70,000	)
Common stock issued for services		-		-		8,336		8		(8	)		-			-
Employee stock awards		-		-		327,165		327		475,409			-			475,736
Stock grants		-		-		-		-		147,675			-			147,675
Net loss		-		-		-		-		-			(5,442,414	)		(5,442,414	)

Balance as of September 30, 2020		-	$	-		48,324,347	$	48,323	$	56,895,422		$	(39,449,659	)	$	17,494,086

	Preferred Stock				Common Shares					Additional Paid-In		Accumulated
	Number		Par Value		Number		Par Value			Capital		(Deficit)			Total
Balance as of June 30, 2021		1,400,000	$	1,400.00		113,046,766	$	113,047	$	367,771,424		$	(32,620,624	)	$	335,265,247

Acquisition stock issuances		-		-		-		-		(29,500	)		-			(29,500	)
Common stock issued for exercised warrants		-		-		160,998		161		343,684			-			343,845
Common stock issued for cashless warrant exercise		-		-		1,752		2		(2	)		-			-
Common stock issued for services and equipment		-		-		21,250		21		127,479			-			127,500
Employee stock awards		-		-		352,250		352		1,153,273			-			1,153,625
Stock grants		-		-		-		-		65,098			-			65,098
Issuance of Series A Preferred Stock, net of issuance costs		-		-		-		-		-			-			-
Preferred stock dividends declared		-		-		-		-		-			-			-
Dividends accumulated on preferred stock		-		-		-		-		-			(782,639	)		(782,639	)
Net income		-		-		-		-		-			14,115,512			14,115,512

Balance as of September 30, 2021		1,400,000	$	1,400		113,583,016	$	113,583	$	369,431,456		$	(19,287,751	)	$	350,258,688

Balance as of June 30, 2020		-	$	-		47,454,277	$	47,453	$	55,421,865		$	(37,111,034	)	$	18,358,284

Common stock issued for cash		-		-		663,215		664		1,131,207			-			1,131,871
Common stock issued for exercised warrants		-		-		60,606		60		121,151			-			121,211
Common stock issued for cashless warrant exercise		-		-		-		-		-			-			-
Common stock issuance costs						-		-		(70,000	)		-			(70,000	)
Common stock issued for services		-		-		-		-		-			-			-
Employee stock awards		-		-		146,249		146		220,290			-			220,436
Stock grants		-		-		-		-		70,909			-			70,909
Net loss		-		-		-		-		-			(2,338,625	)		(2,338,625	)
Net income (loss)		-		-		-		-		-			(2,338,625	)		(2,338,625	)

Balance as of September 30, 2020		-	$	-		48,324,347	$	48,323	$	56,895,422		$	(39,449,659	)	$	17,494,086

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

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)


	For the Six Months Ended September 30,
	2021			2020

Cash flows from operating activities:
Net Income/(Loss)		23,652,172		$	(5,442,414	)
Adjustments to reconcile Net Income/(Loss) to Net Cash used in operations:
Depreciation and amortization		8,154,748			2,364,836
Debt discount amortization		-			219,333
Employee stock awards		1,853,125			475,736
Stock grants		132,012			147,675
Contingent consideration payable fair value		(60,082	)		(57,358	)
Allowance for doubtful accounts		585,260			23,171
(Gain)/loss on disposal of assets		(12,044	)		25,400
Reduction in right of use asset		268,693			205,205
Loss on Jagemann Munition Components		-			1,000,000
Changes in Current Assets and Liabilities
Accounts receivable		(14,210,318	)		(2,349,630	)
Due to (from) related parties		(277	)		150
Inventories		(19,093,960	)		(3,194,958	)
Prepaid expenses		1,635,683			35,334
Deposits		(14,683,669	)		(61,230	)
Accounts payable		3,921,049			1,916,013
Accrued liabilities		1,010,222			1,145,451
Operating lease liability		(284,694	)		(203,472	)
Net cash used in operating activities		(7,132,080	)		(3,750,758	)

Cash flows from investing activities
Gemini acquisition		(50,520,840	)		-
Purchase of equipment		(5,235,749	)		(2,275,466	)
Proceeds from disposal of assets		59,800
Net cash used in investing activities		(55,696,789	)		(2,275,466	)

Cash flow from financing activities
Payments on inventory facility		(896,287	)		-
Proceeds from factoring liability		50,355,962			15,289,000
Payments on factoring liability		(49,066,474	)		(15,220,358	)
Payments on assumed debt from GDI		(50,000,000	)		-
Proceeds from inventory facility		-			2,250,000
Proceeds from paycheck protection program notes		-			1,051,985
Proceeds from note payable related party issued		-			3,500,000
Payments on note payable - related party		(305,061	)		(1,099,030	)
Payments on insurance premium note payment		(1,074,210	)		(270,233	)
Payments on note payable		(4,000,000	)		-

(Continued)

AMMO, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Six Months Ended September 30,
	2021			2020

Common stock issued for exercised warrants		949,156			242,425
Sale of preferred stock		35,000,000			-
Sale of common stock		-			2,881,871
Issuance costs		(3,199,922	)		(70,000	)
Preferred stock dividends paid		(337,745	)		-
Net cash (used in)/provided by financing activities		(22,574,581	)		8,555,660

Net increase/(decrease) in cash		(85,403,450	)		2,529,436
Cash, beginning of period		118,341,471			884,274
Cash, end of period	$	32,938,021		$	3,413,710

Supplemental cash flow disclosures
Cash paid during the period for -
Interest	$	308,695		$	447,105
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Acquisition stock issuances	$	132,645,000		$	-
Financed insurance premiums	$	2,166,852		$	-
Dividends accumulated on preferred stock	$	782,639		$	-
Operating lease liability	$	501,125		$	737,680
Note payable related party	$	-		$	2,635,797
Stock subscription receivable	$	-		$	1,840,910

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

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and March 31, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

We were formed under the name Retrospettiva, Inc. in November 1990 to manufacture and import textile products, including both finished garments and fabrics. We were inactive until the following series of events in December 2016 and March 2017.

On December 15, 2016, the Company’s majority shareholders sold their common stock to Mr. Fred W. Wagenhals (“Mr. Wagenhals”) resulting in a change in control of the Company. Mr. Wagenhals was appointed as sole officer and the sole member of the Company’s Board of Directors.

The Company also approved (i) doing business in the name AMMO, Inc., (ii) a change to the Company’s OTC trading symbol to POWW, (iii) an agreement and plan of merger to re-domicile and change the Company’s state of incorporation from California to Delaware, and (iv) a 1-for-25 reverse stock split of the issued and outstanding shares of the common stock of the Company. These transactions were effective as of December 30, 2016.

On March 17, 2017, the Company entered into a definitive agreement with AMMO, Inc. a Delaware Corporation (PRIVCO) under which the Company acquired all of the outstanding shares of common stock of (PRIVCO). (PRIVCO) subsequently changes its name to AMMO Munitions, Inc.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The accompanying unaudited condensed consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these condensed consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2021. The results for the three and six month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six month periods ended September 30, 2021 and 2020, (b) the financial position at September 30, 2021, and (c) cash flows for the six month periods ended September 30, 2021 and 2020.

We use the accrual basis of accounting and U.S. GAAP and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31^st.

Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation, and its consolidated subsidiaries.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, intangible assets, and stock-based compensation.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable and Allowance for Doubtful Accounts

Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At September 30, 2021 and March 31, 2021, we reserved $749,912 and $148,540, respectively, of allowance for doubtful accounts.

License Agreements

We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms (“JJF”), a Texas limited liability company. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses.

We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses.

Patents

On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by the University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028.

Under the terms of the Exclusive License Agreement, the Company is obligated to pay a quarterly royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the six months ended September 30, 2021 and 2020, the Company recognized royalty expenses of $3,404 and $50,803, respectively under this agreement.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 5, 2018, we completed the acquisition of SW Kenetics Inc. ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities.

The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018.

We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition.

Other Intangible Assets

On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement. The intangible assets acquired include a tradename, customer relationships, and intellectual property.

On April 30, 2021, we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company and Gemini Direct Investments, LLC, a Nevada limited liability company. Whereby SpeedLight Group I, LLC merged with and into Gemini Direct Investments, LLC, with SpeedLight Group I, LLC surviving the merger as a wholly owned subsidiary of the Company. At the time of the Merger, Gemini Direct Investments, LLC had nine (9) subsidiaries, all of which are related to Gemini’s ownership of Gunbroker.com, an online auction marketplace dedicated to firearms, hunting, shooting, and related products. The intangible assets acquired include a tradename, customer relationships, intellectual property, software and domain names.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three and six months ended September 30, 2021 and 2020.

Revenue Recognition

We generate revenue from the production and sale of ammunition, and marketplace fee revenue, which includes auction revenue, payment processing revenue, and shipping income. We recognize revenue according to Accounting Standard Codification - Revenue from Contract with Customers (“ASC 606”). When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. We apply the following five-step model to determine revenue recognition:

	●	Identification of a contract with a customer
	●	Identification of the performance obligations in the contact
	●	determination of the transaction price
	●	allocation of the transaction price to the separate performance allocation
	●	recognition of revenue when performance obligations are satisfied

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of our product, which typically occurs upon shipment of the product or the performance of the service. In the year ended March 31, 2021, we began accepting contract liabilities or deferred revenue. We included Deferred Revenue in our Accrued Liabilities. We will recognize revenue when the performance obligation is met.

For the three and six months ended September 30, 2021, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows:

SCHEDULE OF CONCENTRATION OF RISKS

	Revenues at September 30, 2021						Accounts Receivable
PERCENTAGES	Three Months Ended			Six Months Ended			September 30, 2021		March 31, 2021

Customers:
A		10.5	%		14.4	%		-		11.9	%
B		-			-			-		23.3	%
C		-			-			-		10.6	%
		10.5	%		14.4	%		-		45.8	%

Disaggregated Revenue Information

The following table represent a disaggregation of revenue from customers by category. We attribute net sales to categories by product or services types; ammunition, ammunition casings, and marketplace fees. The Company notes that revenue recognition processes are consistent between product and service type, however, the amount, timing and uncertainty of revenue and cash flows may vary by each product type due to the customers of each product and service type.

	For the Three Months Ended				For the Six Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Ammunition Sales	$	40,208,402	$	8,741,280	$	68,560,182	$	15,152,948
Marketplace fee revenue		16,777,216		-		29,049,282		-
Ammunition Casings Sales		4,016,467		3,271,592		7,868,953		6,519,894
Total Sales	$	61,002,085	$	12,012,872	$	105,478,417	$	21,672,842

Ammunition products are sold through “Big Box” retailers, manufacturers, local ammunition stores, and shooting range operators. We also sell directly to customers online. In contrast, our ammunition casings products are sold to manufacturers. Marketplace fees are generated through our Gunbroker.com online auction marketplace.

Advertising Costs

We expense advertising costs as they are incurred in selling and marketing expenses of operating expenses. Marketplace advertising costs are expenses as they are incurred in cost of revenues. We incurred advertising expenses of $55,194 and $171,626 for the three and six months ended September 30, 2021, respectively and we incurred advertising expenses of $51,410 and $138,576 for the three and six months ended September 30, 2020, recognized in selling expenses and $72,711, and $91,711 of marketplace advertising expenses recognized in cost of revenues for the three and six months ended September 30, 2021.

Inventories

We state inventories at the lower of cost or net realizable value. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence. These provisions are based on our best estimates. At September 30, 2021, and March 31, 2021, we conducted a full analysis of inventory on hand and expensed all inventory not currently in use, or for which there was no future demand.

Research and Development

To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through our cost of products sold, as this work was done by the same employees who produced the finished product. We anticipate that it may become necessary to reclassify research and development costs into our operating expenditures for reporting purposes as we begin to develop new technologies and lines of ammunition.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to ten years.

Compensated Absences

We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General (“ASC 710”).

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ASC 718”). which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors. Stock-based compensation is recognized on a straight line basis over the vesting periods and forfeitures are recognized in the periods they occur. There were 554,750 and 352,250 shares of common stock issued to employees, members of the Board of Directors, and members of our advisory committee for services during the three and six months ended September 30, 2021, respectively.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of September 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts payable, and amounts due to related parties. Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2021, our bank account balances exceeded federally insured limits.

Income Taxes

We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets.

Excise Tax

As a result of regulations imposed by the Federal Government for sales of ammunition to non-government U.S. entities, we charge and collect an 11% excise tax for all products sold into these channels. During the three months ended September 30, 2021 and 2020, we recognized approximately $3.9 million and $0.8 million respectively, in excise taxes. During the six months ended September 30, 2021 and 2020, we recognized approximately $6.3 million and $1.5 million respectively, in excise taxes. For ease in selling to commercial markets, excise tax is included in our unit price for the products sold. We record this through net sales and expense the offsetting tax expense to cost of goods sold.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

Certain conditions may exist as of the date the condensed consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. On September 24, 2019, the Company received notice that a former employee that had voluntarily terminated filed a complaint against the Company, and certain individuals, with the U.S. Department of Labor (“DOL”). The Complaint in alleges that the individual reported potential violations of SEC rules and regulations by management and that as a result of such disclosures, the individual experienced a hostile work environment; that the Company lacks sufficient controls internal controls, and that the individual was the victim of retaliation and constructive discharge after being removed as a director by majority vote of the shareholders. The claims were investigated by a newly appointed Special Investigative Committee made up of independent directors represented by special independent legal counsel. The Special Investigative Committee and legal counsel found the material claims were unsubstantiated, including those concerning alleged SEC violations, and recommended enhancements to certain corporate governance charter documents and processes which the Company promptly implemented. The matter is currently the subject of administrative investigation by the DOL via the Occupational Safety and Health Administration. The Company filed a timely Position Statement with the DOL in October of 2019 in response to the Complaint. The Company disputes the allegations of wrongdoing and believes the matters raised in the Complaint are without merit and therefore has and will continue to aggressively defend its interests in this matter. On February 4, 2020, the Company filed suit against a former employee for violating merger agreements with SW Kenetics, Inc., employment agreements, and by unlawfully retaining property belonging to the Company following their termination. On March 11, 2020, the former employee filed a counterclaim against the Company citing breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, and declaratory judgement. The Company plans to aggressively pursue its offensive claims in order to recover economic damages as a result of its claims while seeking dismissal of the counterclaim. There were no other known contingencies at September 30, 2021.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – INCOME/(LOSS) PER COMMON SHARE

We calculate basic income/(loss) per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants. We use the treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 3,047,960 shares of common stock and contingently issuable shares of common stock of 1,500,000. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three and six months ended September 30, 2020, there are no common shares added to calculate the dilutive loss per share for that period as the effect would be antidilutive. The Company excluded warrants of 8,381,192 for the three and six months ended September 30, 2020, from the weighted average diluted common shares outstanding because their inclusion would have been antidilutive.

	2021			2020			2021			2020
	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2021			2020			2021			2020

Numerator:
Net income/(loss)	$	14,115,512		$	(2,338,625	)	$	23,652,172		$	(5,442,414	)
Less: Preferred stock dividends		(782,639	)		-			(1,120,384	)		-
Net income/(loss) attributable to common stockholders	$	13,332,873		$	(2,338,625	)	$	22,531,788		$	(5,442,414	)

Denominator:
Weighted average shares of common stock - Basic		113,174,363			47,790,105			109,545,553			47,023,094
Effect of dilutive common stock purchase warrants		1,922,749			-			1,916,315			-
Effect of dilutive contingently issuable common stock ⁽¹⁾		1,500,000			-			1,262,295			-
Effect of dilutive equity incentive awards		124,837			-			124,658			-
Diluted income/(loss) per share		116,721,949			47,790,105			112,848,821			47,023,094

Basic earnings per share:
Income/(loss) per share attributable to common stockholders - basic	$	0.12		$	(0.05	)	$	0.21		$	(0.12	)

Diluted earnings per share:
Income/(loss) per share attributable to common stockholders - diluted	$	0.11		$	(0.05	)	$	0.20		$	(0.12	)

(1)

Weighted average of contingently issuable shares measured from the effective date of merger, April 30, 2021

NOTE 4 – INVENTORIES

At September 30, 2021 and March 31, 2021, the inventory balances are composed of:

SCHEDULE OF INVENTORY

	September 30, 2021		March 31, 2021
Finished product	$	4,340,496	$	899,266
Raw materials		17,393,711		12,440,548
Work in process		13,226,671		2,527,104
Inventory, net	$	34,960,878	$	15,866,918

NOTE 5 – EQUIPMENT

We state equipment at historical cost less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally five to ten years. Upon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to other income. We charge expenditures for normal repairs and maintenance to expense as incurred.

We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Equipment consisted of the following at September 30, 2021 and March 31, 2021:

SCHEDULE OF EQUIPMENT

	September 30, 2021			March 31, 2021
Building	$	2,695,263		$	-
Leasehold Improvements		251,886			126,558
Furniture and Fixtures		331,490			87,790
Vehicles		152,101			142,691
Equipment		28,924,994			26,425,221
Tooling		143,710			121,790
Construction in Progress		1,147,030			544,939
Total property and equipment	$	33,646,474		$	27,448,989
Less accumulated depreciation		(7,950,701	)		(5,895,763	)
Net equipment	$	25,695,773		$	21,553,226

Depreciation Expense for the three and six months ended September 30, 2021 totaled $1,101,987, and $2,054,938, respectively. Depreciation Expense for the three and six months ended September 30, 2020 totaled $702,889, and $1,378,942, respectively.

NOTE 6 – FACTORING LIABILITY

On July 1, 2019, we entered into a Factoring and Security Agreement with Factors Southwest, LLC (“FSW”). FSW may purchase from time to time the Company’s Accounts Receivables with recourse on an account by account basis. The twenty-four month agreement contains a maximum advance amount of $5,000,000 on 85% of eligible accounts and has an annualized interest rate of the Prime Rate published from time to time by the Wall Street Journal plus 4.5%. The agreement contains fee of 3% ($150,000) of the Maximum Facility assessed to the Company. Our obligations under this agreement are secured by present and future accounts receivables and related assets, inventory, and equipment. The Company has the right to terminate the agreement, with 30 days written notice, upon obtaining a non-factoring credit facility. This agreement provides the Company with the ability to convert our account receivables into cash. As of September 30, 2021, the outstanding balance of the Factoring Liability was $3,131,676. For the three and six months ended September 30, 2021, interest expense recognized on the Factoring Liability was $70,795 and $112,374, respectively, including $37,500 of amortization of the commitment fee and for the three and six months ended September 30, 2020 was $113,681 and $227,741, respectively, including $12,500 and $50,000 of respective amortization of the commitment fee.

On June 17, 2020, this agreement was amended which extended the maturity date to June 17, 2022.

NOTE 7 – INVENTORY CREDIT FACILITY

On June 17, 2020, we entered into a Revolving Inventory Loan and Security Agreement with FSW. FSW will establish a revolving credit line, and make loans from time to time to the Company for the purpose of providing capital. The twenty-four month agreement secured by our inventory, among other assets, contains a maximum loan amount of $1,750,000 on eligible inventory and has an annualized interest rate of the greater of the three-month LIBOR rate plus 3.09% or 8%. The agreement contains a fee of 2% of the maximum loan amount ($35,000) assessed to the Company. On July 31, 2020, the Company amended its Revolving Loan and Security Agreement to increase the maximum inventory loan amount to $2,250,000. As of September 30, 2021, the outstanding balance of the Inventory Credit Facility was $194,810. Interest expense recognized on the Inventory Credit Facility was $21,333, including $8,561 of amortization of the annual fee for the six months ended September 30, 2021 and $60,725, including $13,485 of amortization of the annual fee for the six months ended September 30, 2021.

NOTE 8 – LEASES

We lease office, manufacturing, and warehouse space in Scottsdale and Payson, AZ, Atlanta and Marietta, GA, and Manitowoc and Two Rivers, WI under contracts we classify as operating leases. None of our leases are financing leases. The Payson lease has an option to renew for five years. As of September 30, 2021, we are fairly certain we will not exercise the renewal option. The Scottsdale lease does not include a renewal option. As of June 26, 2020, the Company entered into an amended agreement that modified the Manitowoc lease to monthly payments of $34,071 and decrease the term to March 2025. The agreement does not contain a renewal option. Accordingly, we modified our Right of Use Assets and Operating Lease Liabilities by $737,680 at June 30, 2020. In August of 2021 we extended the lease of our Atlanta offices through May of 2027, accordingly we increased our Right of Use Assets and Operating Lease Liabilities by $501,125 at September 30, 2021.

Consolidated lease expense for the three and six months ended September 30, 2021 were $312,045 and $586,828 including $311,552 and $574,749 of respective operating lease expense and $492 and $12,078 of respective other lease associated expenses such as association dues, taxes. Consolidated lease expense for the three and six months ended September 2020 was $207,340 and $392,109, respectively, including $178,621 and $355,294 of respective operating lease expense and $28,720 and 36,816 of respective other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The weighted average remaining lease term and weighted average discount rate for operating leases were 4.0 years and 10.0%, respectively.

Future minimum lease payments under non-cancellable leases as of September 30, 2021 are as follows:

Years Ended March 31,
2022 ⁽¹⁾	$	596,588
2023		1,018,689
2024		873,420
2025		675,078
2026		250,008
Thereafter		301,168
Total lease payments		3,714,951
Less: Amount Representing Interest		(652,723	)
Present value of lease liabilities	$	3,062,228

(1)

This amount represents future lease payments for the remaining six months of fiscal year 2022. It does not include any lease payments for the six months ended September 30, 2021.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – NOTES PAYABLE – RELATED PARTY

For the three and six months ended September 30, 2021, the Company made $154,285 and $305,060 in respective principal payments in connection with the Amended Note B, an amended related party note payable with Jagemann Stamping Company (“JSC”). We entered to the Amended Note B with JSC on November 4, 2020 and the note matures on June 26, 2023. We recognized $29,631 and $62,772 in respective interest expenses for the three and six months ended September 30, 2021, respectively.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – CAPITAL STOCK

During the six month period ended September 30, 2021, we issued 20,483,049 shares of common stock as follows:

	●	18,500,000 shares were issued in connection with our merger of Gemini Direct Investments, LLC valued at $132,645,000
	●	380,142 shares were issued to investors for exercised warrants valued for $821,656
	●	276,907 shares were issued for cashless exercise of 343,110 warrants
	●	771,250 shares valued at $1,627,500 were issued for services and equipment provided to the Company
	●	554,750 shares valued at $1,853,125 were issued to employees, members of the Board of Directors, and members of the Advisory Committee as compensation

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At September 30, 2021, outstanding and exercisable stock purchase warrants consisted of the following:

	Number of Shares			Weighted Averaged Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at March 31, 2021		3,607,945		$	2.31		3.24
Granted		-			-		-
Exercised		(723,252	)		1.96		-
Forfeited or cancelled		-			-		-
Outstanding at September 30, 2021		2,884,693		$	2.40		2.66
Exercisable at September 30, 2021		2,884,693		$	2.40		2.66

As of September 30, 2021, we had 2,884,693 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 911 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (2) warrants to purchase 1,821,567 shares of our Common Stock at an exercise price of $2.00 per share consisting of 32% of the warrants until August 2024, and 68% until February 2026; (3) warrants to purchase 525,904 shares of Common Stock at an exercise price of $2.40 until September 2024; (4) warrants to purchase 386,311 shares of Common Stock at an exercise price of $2.63 until November 2025, and (5) warrants to purchase 150,000 shares of Common Stock at an exercise price of $6.72 until February 2024.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – PREFERRED STOCK

On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Preferred Stock.

The Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, ranks: (1) senior to all classes or series of Common Stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness.

The Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders (i.e., after satisfaction of all the Company’s liabilities to creditors, if any) an amount equal to $25.00 per share of the Series A Preferred Stock, plus any amount equal to any accumulated and unpaid dividends to the date of payment before any distribution or payment may be made to holders of shares of Common Stock or any other class of or series of the Corporation’s capital stock ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock.

The Company will pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its board of directors (or a duly authorized committee of its board of directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock will accrue on the stated amount of $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75% (equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our board of directors (or a duly authorized committee of our board of directors) will be payable quarterly in arrears on March 15, June 15, September 15 and December 15.

Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or delisting event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.

On May 19, 2021, we entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P., as representative of several underwriters (collectively, the “Underwriters”), relating to a firm commitment public offering of 1,097,200 newly issued shares of our 8.75% Series A Preferred Stock at a public offering price of $25.00 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters a 45-day option to purchase up to an additional 164,580 shares of Series A Preferred Stock from us. The gross proceeds to us from the sale of 1,097,200 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, was $27,430,000. The closing of the offering took place on May 21, 2021.

On May 25, 2021, we entered into an additional underwriting agreement with Alexander Capital, L.P. relating to a firm commitment public offering of 138,220 newly issued shares of our Series A Preferred Stock at a public offering price of $25.00 per share. The closing of the offering took place on May 27, 2021. The gross proceeds to us from the sale of 138,220 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, were $3,455,500. Additionally, the Underwriters exercised its previously announced over-allotment option to purchase 164,580 shares of Series A Preferred Stock pursuant to that certain Underwriting Agreement dated May 19, 2021, by and between us and Alexander Capital, L.P., as representative of the several underwriters identified therein. We closed the exercise of the over-allotment option on May 27, 2021. The gross proceeds from the exercise of the over-allotment option were $4,114,500, before deducting underwriting discounts and commissions.

Preferred dividends accumulated as of September 30, 2021 were $782,639. On August 27, 2021 the Board of Directors of the Company declared a dividend on the Company’s Series A Preferred Stock for the period beginning May 21, 2021 (the first issuance date of the Series A Preferred Stock) through and including June 30, 2021 payable on September 15, 2021 to holders of record of Series A Preferred Stock on August 31, 2021 equal to $0.241246528 per share. Dividends totaling $337,745 were paid on September 15, 2021.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - ACQUISITION

Gemini Direct Investments, LLC

On April 30, 2021 (the “Effective Date”) we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the Gunbroker.com business. Gunbroker.com is an on-line auction marketplace dedicated to firearms, hunting, shooting, and related products. The Merger was completed on the Effective Date.

In consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i) the Company assumed and repaid an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000 (the “Assumed Indebtedness”); and, (ii) the issued and outstanding membership interests in Gemini (the “Membership Interests”), held by the Seller, automatically converted into the right to receive (A) $50,000,000 (the “Cash Consideration”), and (B) 20,000,000 shares of common stock of the Company, $0.001 par value per share (the “Stock Consideration”).

In connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 shares issued without being held in escrow or requiring prior stockholder approval; (b) 4,000,000 shares issued subject to the Pledge and Escrow Agreement; and (c) 1,500,000 shares that will not be issued prior to the Company obtaining stockholder approval for the issuance (the “Additional Securities”).

The total estimated consideration consisted of cash payment of $50,000,000 less $1,350,046 of acquired cash, a working capital adjustment of $2,000,000, debt assumption and repayment upon closing of $50,000,000, contingent consideration of $10,755,000 for 1,500,000 Additional Securities, and 18,500,000 shares of AMMO Inc. Common Stock. The shares were valued at $7.17 per share, the five-day average closing price of the Company’s Common Stock immediately preceding the signing of the binding agreement.

Pursuant to the Merger Agreement, the Company completed a Post-Closing Adjustment following the close of the Merger equal to the Closing Working Capital minus the Estimated Working Capital at closing of the Merger. Accordingly, the Company received a cash payment of $129,114 and adjusted the $2,000,000 Estimated Working Capital Adjustment in the fair value of the consideration transferred to $1,870,886.

In accordance with the acquisition method of accounting for business combinations, the assets acquired, and the liabilities assumed have been recorded at their respective fair values. The consideration in excess of the fair values of assets acquired, and liabilities assumed are recorded as goodwill.

The preliminary fair value of the consideration transferred was valued as of the date of the acquisition as follows:


Cash	$	48,649,954
Estimated working capital adjustment		1,870,886
Contingent consideration		10,755,000
Common stock		132,645,000
Assumed debt		50,000,000

Fair Value of Patent	$	243,920,840

The preliminary allocation for the consideration recorded for the acquisition is as follows:


Accounts receivable, net	$	17,002,362
Prepaid expenses		478,963
Equipment		1,051,980
Deposits		703,389
Other Intangible assets⁽¹⁾		146,617,380
Goodwill⁽¹⁾		90,870,094
Right of use assets - operating leases		612,727
Accounts payable		(12,514,919	)
Accrued expenses		(196,780	)
Operating lease liability		(704,356	)

Total Consideration	$	243,920,840

⁽¹⁾	Preliminary estimate of Other Intangible Assets and Goodwill. Other intangible assets to consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business.

AMMO, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We recorded approximately $1.3 million in transaction costs in the three and six months ended September 30, 2021.

The purchase price allocation is preliminary. The preliminary estimated fair value recorded for the acquired assets and liabilities assumed with excess consideration recorded as goodwill represent management’s estimate of fair value and are subject to change when additional information may become available. The purchase price allocation will continue to be preliminary until the Company is able to finalize the allocation. The Company expects to finalize the purchase price allocation within the measurement period, but not more than one year following the closing date of the Merger. The final amounts from the valuation may significantly and materially differ from the preliminary allocation herein.

Unaudited Pro Forma Results of Operations

This pro forma results of operations gives effect to the acquisition as if it had occurred April 1, 2021. Material pro forma adjustments include the removal of approximately $1.8 million of interest expenses and debt discount amortization and the addition of approximately $0.9 million depreciation and amortization expenses.

INCOME STATEMENT DATA	For the Six Months Ended September 30, 2021

Net revenues	$	113,523,838
Net income	$	28,314,732

NOTE 13 – GOODWILL AND INTANGIBLE ASSETS

In the current period, we recorded $90,870,094 of Goodwill generated from our Merger with Gemini.

Amortization expenses related to our intangible assets for the three and six months ended September 30, 2021 were $3,535,805 and $6,057,322, respectively. Amortization expenses related to our intangible assets for the three and six months ended September 30, 2020 were $492,948 and $985,894, respectively.

SCHEDULE OF INTANGIBLE ASSETS

			September 30, 2021
	Life		Licenses			Patent			Other Intangible Assets
Licensing Agreement – Jesse James		5	$	125,000		$	-		$	-
Licensing Agreement – Jeff Rann		5		125,000			-			-
Streak Visual Ammunition patent		11.2		-			950,000			-
SWK patent acquisition		15		-			6,124,005			-
Jagemann Munition Components:
Customer Relationships		3		-			-			1,450,613
Intellectual Property		3		-			-			1,543,548
Tradename		5		-			-			2,152,076
GDI Acquisition:
Tradename		15		-			-			76,532,389
Customer List		10		-			-			65,252,802
Intellectual Property		10		-			-			4,224,442
Other Intangible Assets		5		-			-			607,747
				250,000			7,074,005			151,763,617

Accumulated amortization – Licensing Agreements				(233,333	)		-			-
Accumulated amortization – Patents				-			(1,301,108	)		-
Accumulated amortization – Intangible Assets				-			-			(8,710,931	)
			$	16,667		$	5,772,897		$	143,052,686

Annual amortization of intangible assets for the next five fiscal years are as follows:

Years Ended March 31,	Estimates for Fiscal Year
2022 (1)	$	7,015,637
2023		13,095,215
2024		13,074,489
2025		12,664,775
2026		12,674,904
Thereafter		90,317,230
	$	148,842,250

(1)	This amount represents future amortization for the remaining six months of fiscal year 2022. It does not include any amortization for the six months ended September 30, 2021.

NOTE 14 – SEGMENTS

On April 30, 2021, the Company entered into an agreement and plan of merger with Gemini Direct Investments, LLC, which, along with its subsidiaries, engages primarily in the operation of an online marketplace dedicated to firearms, hunting, shooting and related products. As a result, at September 30, 2021, our chief operating decision maker, our Chief Executive Officer, reviews financial performance based on two operating segments as follows:

	●	Ammunition – which consists of our manufacturing business. The Ammunition segment engages in the design, production and marketing of ammunition and ammunition component products.
	●	Marketplace – which consists of the GunBroker.com marketplace. In its role as an auction site, GunBroker.com supports the lawful sale of firearms, ammunition and hunting/shooting accessories.

Ammunition generated approximately 72% of our revenue in the three and six months ended September 30, 2021, while Marketplace generated approximately 63% and 68% of our operating income in the three and six months ended September 30, 2021, respectively. The following tables set forth certain financial information utilized by management to evaluate our operating segments for the interim period presented:

SCHEDULE OF OPERATING SEGMENTS

	Ammunition		Marketplace		Total
	For the Three Months Ended September 30, 2021
	Ammunition		Marketplace		Total

Net Revenues	$	44,224,869	$	16,777,216	$	61,002,085
Cost of Revenues		32,450,484		2,335,533		34,786,017
General and administrative expense		6,132,549		2,147,187		8,279,736
Depreciation and amortization		419,745		3,288,267		3,708,012
Income from Operations	$	5,222,089	$	9,006,229	$	14,228,318

	Ammunition		Marketplace		Total
	For the Six Months Ended September 30, 2021
	Ammunition		Marketplace		Total

Net Revenues	$	76,429,135	$	29,049,282	$	105,478,417
Cost of Revenues		56,298,732		3,992,723		60,291,455
General and administrative expense		11,809,306		3,149,751		14,959,057
Depreciation and amortization		839,987		5,479,086		6,319,073
Income from Operations	$	7,481,110	$	16,427,722	$	23,908,832

NOTE 15 – INCOME TAXES

As of September 30, 2021, we had net operating loss carryforwards of approximately $5.8 million which will expire beginning at the end of 2036. A valuation allowance has been provided for the deferred tax asset as it is uncertain whether the Company will have future taxable income.

The Company’s effective tax rates were 0% and 0% for the three and six months ended September 30, 2021 and 2020, respectively. During the three and six months ended September 30, 2021 and 2020, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in the valuation allowance.

The Company has never had an Internal Revenue Service audit; therefore, the tax periods ended December 31, 2016, December 31, 2017, and March 31, 2018, 2019, 2020, and 2021 are subject to audit.

Furthermore, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act was enacted in response to the COVID-19 pandemic and contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest, technical corrections to tax depreciation methods for qualified improvement property and net operating loss carryback periods.

NOTE 16 – SUBSEQUENT EVENTS

Construction Loan Agreement

On October 14, 2021, the Company and one of its wholly-owned subsidiaries, entered into a Construction Loan Agreement with Hiawatha National Bank as reported in the Current Report on Form 8-K filed with the SEC on October 20, 2021.

Common Stock Issuances

On October 25, 2021, the Company held its 2021 Annual Meeting of Stockholders, where the stockholders approved the issuance of the 1,500,000 Additional Securities to Steven F. Urvan. Pursuant to the Merger Agreement, the Company agreed to issue the Additional Securities within 20 days following the stockholder approval and issued the Additional Securities on November 9, 2021.

Subsequent to September 30, 2021, the Company issued 50,000 shares of Common Stock to employees as compensation for a total value of $175,000 or $3.50 per share.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided to assist the reader in understanding the results of operations, financial condition, and liquidity through the eyes of our management team. This section should be read in conjunction with other sections of this Quarterly Report, specifically, our Consolidated Financial Statements and Supplementary Data.

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 included in the section titled Risk Factors contained herein.

In our filings with the Securities and Exchange Commission, references to “AMMO, Inc.”, “AMMO”, “the Company”, “we,” “us,” “our” and similar terms refer to AMMO, Inc., a Delaware corporate, and its wholly owned consolidated subsidiaries.

Overview

Our vision is to modernize the ammunition industry by bringing new technologies to market. We intend to do that through acquisition and application of intellectual property that is unique to the industry and through investing in manufacturing equipment and processes that enable us to compete globally.

Our innovative line of match grade armor piercing (“AP”) and hard armor piercing incendiary (“HAPI”) tactical rounds are the centerpiece of the Company’s strategy to address the unique needs of the armed forces community. This ammunition was designed around a match grade portfolio of projectiles, that include a solid copper boat tail and armor piercing configuration. The distinction between these rounds and other sold, is that the manufacturing process was engineered to ensure extremely tight tolerances between each projectile manufactured, ensuring for the end user that the ballistic trajectory remains consistent between rounds without regard to the actual configuration or round fired. Our AP and HAPI line are also available with our O.W.L. Technology™. The Company has aligned its manufacturing operations to support the large caliber demand from military personnel, such as the 12.7 mm and .50 caliber BMG configurations. On February 2, 2021, we announced that we restarted our improved .50 caliber manufacturing line to address increased market demand and fulfill current orders.

We offer ammunition casings for pistol ammunition through large rifle ammunition. Our casing operations is backed by decades of manufacturing experience that allows the production of high-quality pistol brass and rifle brass components. Borne from the automotive industry and refined over time to deliver durable and consistent sporting components, Jagemann™ Casings, has become one of the largest brass manufacturers in the country, with the capacity to produce more than 750 million pieces of brass each year with the ability to scale to 1 billion rounds on an annual basis. Proud of its American-made components and capabilities, the Company now has complete control over the manufacturing process. This results in a number of advantages when it comes to the brass that leaves our state-of-the-art facility.

On April 30, 2021, we acquired Gemini Direct Investments, LLC (“Gemini”) and nine of its subsidiaries, all of which are related to Gemini’s ownership of the Gunbroker.com marketplace.

GunBroker.com is a large 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.

With our recent addition of the Gunbroker.com marketplace, we aim to further enhance our vision of bringing technologies to the industry. Gunbroker.com is a marketplace that connects millions of buyers and sellers allowing our users to access a daily average of over one million unique items.

The focus for our 2022 fiscal year is to continue to expand our brand presence into the markets identified above and to continue to grow our sales within our targeted markets. We intend to do this through establishing key strategic relationships, enrolling in government procurement programs, establishing relationships with leading law enforcement associations and programs, expanding distributor channels, and revitalized marketing campaigns.

Results of Operations

Our financial results for the three and six months ended September 30, 2021 reflect our newly positioned organization. We believe that we have hired a strong team of professionals, developed innovative products, and continue to raise capital sufficient to establish our presence as a high-quality ammunition provider and marketplace. We continue to focus on growing our top line revenue, and streamlining our operations, and as a result, we experienced an increase in our gross profit margin for the three and six months ended September 30, 2021. This was the result of a significant increase in sales allowing us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense as well as the addition of our new marketplace, Gunbroker.com

The following table presents summarized financial information taken from our condensed consolidated statements of operations for the three and six months ended September 30, 2021 compared with the three and six months ended September 30, 2020:

	For the Three Months Ended						For the Six Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales	$	61,002,085		$	12,012,872		$	105,478,417		$	21,672,842
Cost of Revenues		34,786,017			10,723,246			60,291,455			19,311,811
Gross Margin		26,216,068			1,289,626			45,186,962			2,361,031
Sales, General & Administrative Expenses		11,987,750			2,999,566			21,278,130			6,851,160
Income (loss) from Operations		14,228,318			(1,709,940	)		23,908,832			(4,490,129	)
Other income (expense)
Other expense		(112,806	)		(628,685	)		(256,660	)		(952,285	)
Income (loss) before provision for income taxes	$	14,115,512		$	(2,338,625	)	$	23,652,172		$	(5,442,414	)
Provision for income taxes		-			-			-			-
Net Income (Loss)	$	14,115,512		$	(2,338,625	)	$	23,652,172		$	(5,442,414	)

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 Quarterly Report on Form 10-Q 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.

Adjusted EBITDA

	For the Three Months Ended						For the Six Months Ended
	30-Sep-21			30-Sep-20			30-Sep-21			30-Sep-20

Reconciliation of GAAP net income to Adjusted EBITDA
Net Income (Loss)	$	14,115,512		$	(2,338,625	)	$	23,652,172		$	(5,442,414	)
Depreciation and amortization		4,667,957			1,195,835			8,154,748			2,364,836
Loss on Purchase		-			-			-			1,000,000
Excise Taxes		3,937,118			864,570			6,334,889			1,505,693
Interest expense, net		112,806			442,085			278,085			765,685
Employee stock awards		1,153,625			220,436			1,853,125			475,736
Stock grants		65,098			70,909			132,012			147,675
Other income, net		-			-			(21,425	)		-
Contingent consideration fair value		(3,444	)		(29,390	)		(60,082	)		(57,358	)
Adjusted EBITDA	$	24,048,672		$	425,820		$	40,323,524		$	758,853

Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss), adjusted to eliminate the effect of certain items as described below.

We have excluded the following non-cash expenses from our non-GAAP financial measures: depreciation and amortization, loss on purchase, share-based compensation expenses, and changes to the contingent consideration fair value. We believe it is useful to exclude these non-cash expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

Adjusted EBITDA as a non-GAAP financial measure also excludes other cash interest income and expense, as these items are not components of our core operations. We have not included adjustment for any provision or benefit for income taxes as we currently record a valuation allowance and we have included adjustment for excise taxes.

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:

	●	Employee stock awards and stock grants expense has been, and will continue to be for the foreseeable future, a significant recurring expense in 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; and
	●	non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs
	●	other companies, including companies in our industry, may calculate the 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 loss and our other financial results presented in accordance with GAAP.

Net Sales

The following table shows our net sales by proprietary ammunition versus standard ammunition for the three and six months ended September 30, 2021 and 2020. “Proprietary Ammunition” include those lines of ammunition manufactured by our facilities that are sold under the brand names: STREAK VISUAL AMMUNITION™ and Stelth. We define “Standard Ammunition” as non-proprietary ammunition that directly competes with other brand manufacturers. Our “Standard Ammunition” is manufactured within our facility and may also include completed ammunition that has been acquired in the open market for sale to others. Also included in this category is low cost target pistol and rifle ammunition, as well as bulk packaged ammunition manufactured by us using reprocessed brass casings. Ammunition within this product line typically carries lower gross margins.

	For the Three Months Ended				For the Six Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Proprietary Ammunition	$	1,333,347	$	1,582,542	$	2,443,968	$	3,477,683
Standard Ammunition		38,875,055		7,158,738		66,116,214		11,675,265
Ammunition Casings		4,016,467		3,271,592		7,868,953		6,519,894
Marketplace Revenue		16,777,216		-		29,049,282		-
Total Sales	$	61,002,085	$	12,012,872	$	105,478,417	$	21,672,842

Sales for the three and six months ended September 30, 2021 increased 408% and 387%, respectively or approximately $49.0 million or $83.7 million, respectively over the three and six months ended September 30, 2020. This increase was the result of approximately $31.7 million and $54.4 million of respective increased sales in bulk pistol and rifle ammunition, a decrease of approximately $0.2 million and $1.0 million of respective sales of Proprietary Ammunition, an increase of approximately $0.7 million and $1.3 million of respective sales from our casing operations, and $16.8 million and $29.0 million in respective revenue generated from our recently acquired marketplace, Gunbroker.com, which includes auction revenue, payment processing revenue, and shipping income. Management expects the sales of Proprietary Ammunition to outpace the sales of our Standard Ammunition.

We are focused on continuing to grow top line revenue quarter-over-quarter as we continue to further expand distribution into commercial markets, introduce new product lines, and initiate sales to U.S. law enforcement, military, and international markets.

Through our acquisition of SWK, the Company has developed and deployed a new line of tactical armor piercing (AP) and hard armor piercing incendiary (HAPI) precision ammunition to meet the lethality requirements of both the US and foreign military customers. We continue to demonstrate our AP and HAPI ammunition to military personnel at scheduled and invite only events, resulting in increased interest and procurement discussions.

It is important to note that, although U.S. law enforcement, military and international markets represent significant opportunities for our Company, they also have a long sales cycle. The Company’s sales team has been effective in establishing sales and distribution channels, both in the United States and abroad, which are reasonably anticipated to drive sustained sales opportunity in the military, law enforcement, and commercial markets.

Sales outside of the United States require licenses and approval from either the U.S. Department of Commerce or the U.S. State Department, which typically takes approximately 30 days to receive. On July 21, 2020, we renewed our annual registration with the International Traffic in Arms Regulations (“ITAR”), which remains valid through the report date. This permits the Company to export and broker ammunition and other controlled items covered under ITAR.

On June 23, 2021, we announced that we were awarded a U.S. Department of Defense contract for the development and manufacture of ballistically matched multi-purpose rounds to design and manufacture multiple Ballistically Matched Multi-Purpose Rounds (BM-MPR) in support of U.S. military operations.

On September 23, 2021, we announced that we were awarded a U.S. Department of Defense contract to design and manufacture signature-on-target rounds (“SoT”) in support of U.S. military operations. The SoT ammunition allows the machine gunner to see bullet impacts without a visible signature in flight exposing their firing location in the manner which occurs with currently utilized tracer ammunition.

Cost of Revenues

Cost of Revenues increased by approximately $24.1 million and $41.0 million from $10.7 million and $19.3 million to $34.8 million and $60.3 million for the three and six months ended September 30, 2021 compared to the comparable period ended in 2020. This was the result of a significant increase in net sales as well increases to non-cash depreciation related to increases in production equipment, expensing of increased labor, overhead, and raw materials used to produce finished product during 2021 as compared to 2020, and additional cost of revenues from our recent acquisition of our marketplace, Gunbroker.com. As a percentage of sales, cost of goods sold decreased by 36.1% and 35.8 % when comparing the three and six months ended September 30, 2021 and 2020.

Gross Margin

Our gross margin percentage increased to 42.9% and 42.8% from 10.7% and 10.9% during the three and six months ended September 30, 2021, respectively, as compared to the same period in 2020. This was a result of increased sales allowing us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense, and the inclusion of our newly acquired marketplace, Gunbroker.com which, by nature has significantly higher margins than our manufactured products.

We believe as we continue to grow sales through new markets and expanded distribution that our gross margins will also increase, as evidenced by the improvement over this time last year. Our goal in the next 12 to 24 months is to continue to improve our gross margins. This will be accomplished through the following:

	●	Increased product sales, specifically of proprietary lines of ammunition, like the STREAK VISUAL AMMUNITION™, Stelth and now our tactical Armor Piercing (AP) and Hard Armor Piercing Incendiary (HAPI) precision ammunition, all of which carry higher margins as a percentage of their selling price;

	●	Introduction of new lines of ammunition that historically carry higher margins in the consumer and government sectors;

	●	Leverage of our newly acquired marketplace, Gunbroker.com, through the introduction of additional services and product offerings;

	●	Expanded use of automation equipment that reduces the total labor required to assemble finished products;

	●	And, better leverage of our fixed costs through expanded production to support the sales objectives.

Operating Expenses

Overall, for the three and six months ended September 30, 2021, our operating expenses increased by approximately $9.0 million and $14.4 million over the three and six months ended September 30, 2020, and decreased as a percentage of sales from 25.0% and 31.6% for the three and six months ended September 30, 2020 to 19.7% and 20.1% for the three and six months ended September 30, 2021. The increase was primarily related to approximately $8.6 million of additional operating expenses following our merger with Gemini, including $5.5 million of depreciation and amortization expenses. Our operating expenses include non-cash depreciation and amortization expense of approximately $3.7 million and $6.3 million for the three and six months ended September 30, 2021. Our operating expenses consisted of commissions related to our sales increases, stock compensation expense associated with issuance of our Common Stock in lieu of cash compensation for employees, and board members, and key consultants for the organization during the period. Operating expenses for the six months ended September 30, 2021 and 2020 periods included noncash expenses of approximately $8.2 million and $2.4 million, respectively. We expect to see administrative expenditures to continue to decrease as a percentage of sales in the 2022 fiscal year, as we leverage our work force and expand our sales opportunities.

During the three and six months ended September 30, 2021, our selling and marketing expenses increased by approximately $1.2 million and $2.0 million in comparison to the three and six months ended September 30, 2020. The increase was primarily related to commission on the increases in the sale of our products resulting of approximately $1.1 million and $1.8 million for the three and six months ended September 30, 2021 in comparison to the comparable prior period.

Our corporate general & administrative expenses increased approximately $3.0 million and $5.1 million in the three and six months ended September 30, 2021 from the comparable prior period mainly due to increased general corporate expenses related to the addition of Gemini of approximately $1.4 million and $1.9 million and increased professional and legal fees of $0.7 million primarily related to our acquisition of Gemini.

Employee salaries and related expenses increased approximately $1.5 million and $2.8 million for the three and six months ended September 30, 2021 compared to the comparable period ended in 2020. The increase for the three and six months ended September 30, 2021 when compared to the prior period, was primary related to an increase in stock compensation of approximately $0.9 million and $1.4 million, respectively.

Depreciation and amortization expenses for the three and six months ended September 30, 2021 increased by approximately $3.3 million and $5.5 million from the comparable prior periods due to depreciation and amortization expenses in connection with the acquisition of Gemini.

Interest and Other Expenses

For the three and six months ended September 30, 2021, interest expense decreased by approximately $0.3 million and $0.5 million compared with the comparable three and six months ended September 30, 2020. The change from the prior periods was mainly due to the repayment of notes and conversion of convertible promissory notes in current and prior periods.

Net Income

As a result of increases in revenues from increased production as well as our acquisition of Gemini, we ended the three and six months ended September 30, 2021 with a net income of approximately $14.1 million and $23.7 million, respectively compared with a net losses of approximately $2.3 million and $5.4 million for the three and six months ended September 30, 2020.

Our goal is to continue to improve our operating results as we focus on increasing sales and controlling our operating expenses.

Liquidity and Capital Resources

As of September 30, 2021, we had $32,938,021 of cash and cash equivalents, a decrease of $85,403,450 from March 31, 2021.

Working Capital is summarized and compared as follows:

	September 30, 2021		March 31, 2021
Current assets	$	110,951,670	$	145,620,332
Current liabilities		42,997,607		12,098,493
	$	67,954,063	$	133,521,839

Changes in cash flows are summarized as follows:

Operating Activities

For the six months ended September 30, 2021, net cash used in operations totaled approximately $7.1 million. This was primarily the result of net income of approximately $23.7 million, which was offset by increases in our inventories of approximately $19.1 million, increases in deposits of approximately $14.7 million, increases in our accounts receivable of approximately $14.2 million, decreases in prepaid expenses of approximately $1.1 million, and increases in our accounts payable and accrued liabilities of $3.9 million and $1.0 million, respectively. Non-cash expenses for depreciation and amortization totaled approximately $8.2 million and non-cash expenses for employee stock awards totaled $1.9 million.

For the six months ended September 30, 2020, net cash used in operations totaled approximately $3.8 million. This was primarily the result of a net loss of approximately $5.4 million, increases in our period end inventories and accounts receivable of approximately $3.2 million and $2.3 million, respectively, increases in accounts payable and accrued liabilities of approximately $1.9 million and $1.1 million, respectively, and a loss on Jagemann Munition Components of $1.0 million. The cash used in operations were partially offset by the benefit of non-cash expenses for depreciation and amortization of $2.4 million, employee stock compensation of $0.5 million, and stock grants totaling $0.1 million.

Investing Activities

During the six months ended September 30, 2021, we used approximately $55.7 million in net cash for investing activities. Net cash used in investing activities consisted of approximately $50.5 million uses in connection with the merger of Gemini, and approximately $5.2 million related to purchases of production equipment and the construction of our new manufacturing facility in Manitowoc, WI.

During the six months ended September 30, 2020, we used $2.3 million in net cash for investing activities to purchase fixed assets such as new production equipment.

Financing Activities

During the six months ended September 30, 2021, net cash used in financing activities was approximately $22.5 million. This was the net effect of a $50.0 million payment on debt assumed from Gemini, $35.0 million of proceeds from the sale of our preferred stock net of approximately $3.2 million of issuance costs, approximately $0.9 million was generated from common stock issued for exercised warrants, the $4.0 million repayment of a note payable, and an approximate $0.9 million reduction in our Inventory Credit Facility. Additionally, approximately $50.4 million was generated from accounts receivable factoring, which was offset by payments of approximately $49.1 million.

During the six months ended September 30, 2020, net cash provided by financing activities was approximately $8.6 million. This was the net effect of approximately $2.9 million of proceeds from the sale of common stock net of approximately $0.1 million of issuance costs, approximately $3.5 million of proceeds from a related party note, approximately $2.3 million generated from our Inventory Credit Facility, approximately $1.1 million in proceeds from our paycheck protection program notes payable, and approximately $0.2 million was generated from common stock issued for exercised warrants. Additionally, approximately $15.3 million was generated from accounts receivable factoring, which was offset by payments of approximately $15.2 million. Approximately$1.1 million of cash was used for payments on related party notes payable, and $270,233 toward our insurance premium notes payable.

Liquidity and Capital Resources

Existing working capital, cash used in operations, bank borrowings, and sales of equity and debt securities are expected to be adequate to fund our operations over the next year. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, and related-party notes.

We believe financing will be available, both through conventional financing relationships and through the continued sales of our Common Stock. However, there is no assurance that such funding will be available on terms acceptable to us or at all. We believe that our current cash on hand, coupled with alternative sources of funding, will be sufficient to satisfy intended capital expenditures, potential acquisitions and general liquidity requirements through at least the next twelve months.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, intangible assets, and stock-based compensation. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended March 31, 2021, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no significant changes to these policies during the six months ended September 30, 2021. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based on the evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures not effective. Our controls were ineffective due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in: (i) a lack of segregation of duties and (ii) controls that may not be adequately designed or operating effectively. Despite the existence of material weaknesses, The Company believes the financial information presented herein is materially correct and fairly presents the financial position and operating results of the three and six months ended September 30, 2021, in accordance with GAAP.

Changes in internal controls

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the Quarterly periods from April 1, 2021 to September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings, and investigations in the ordinary course of business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows. We record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.

Please reference the Contingencies section of Note 2 of our Financial Statements for additional disclosure.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The authorized capital of the Company is 200,000,000 shares of Common Stock with a par value of $0.001 per share and 10,000,000 shares of Preferred Stock with a $0.001 par value per share.

There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2021 that were not previously reported in a Current Report on Form 8-K except as follows:

During the Quarterly period from July 1, 2021 to September 30, 2021, the Company issued 21,250 shares of unregistered Common Stock for equipment for $6.00 per share or a total value of $127,500.

The previously mentioned securities were issued in reliance on the exemptions from registration under the Securities Act in Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Exhibit

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fred W. Wagenhals.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rob Wiley.
32.1**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fred W. Wagenhals.
32.2**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Rob Wiley.

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed Herewith.

** Furnished Herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMMO, INC.

		/s/ Fred W. Wagenhals
Dated: November 15, 2021	By:	Fred W. Wagenhals, Chief Executive Officer

		/s/ Robert D. Wiley
Dated: November 15, 2021	By:	Robert D. Wiley, Chief Financial Officer