What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-12-15 compared with 2019-12-12 · 345 added, 185 removed, 540 unchanged (50% of the section changed)

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Chief Financial Officer and Director

Mark Whitfield

Executive Vice President

Vice President of Safari Operations

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He currently serves on the Board of Managers of Spring Brook Farm Cheese, LLC, which is wholly owned by the Farms for City Kids Foundation.

Mark Whitfield

Mark Whitfield joined Parks!

America, Inc.

and was appointed Executive Vice President on September 21, 2020.

Whitfield's 42 year amusement park career began in 1979 at Six Flags Theme Parks, where he was Manager of Games & Attractions, and Merchandise and Director of Revenue at six of the current and former Six Flags parks.

Most recently, Mr.

Whitfield was a Senior Director of Revenue at PARC Management in Jacksonville, and for the last 10 years as General Manager at Palace Entertainment parks in San Dimas, California and in the Wisconsin Dells.

He is very active in the community and served with distinction as an elected Village Trustee in Lake Delton, Wisconsin, President and Board Chair of the Sauk County, Economic Development Corporation, co-Commissioner of the Baraboo-Dells Airport, as well as serving on the Board of Directors at the San Dimas Chamber of Commerce and the Wisconsin Dells Visitors & Convention Bureau.

Whitfield brings extensive experience and consistent positive results in financial/EBITDA growth, employee development, marketing, operations and in-park revenue.

Whitfield has a BA in Communication and Political Science, and a Masters of Liberal Arts from Houston Baptist University.

Whitfield relocated to Bryan-College Station, Texas and is based out of the Aggieland Wild Animal Safari park which the company acquired on April 27, 2020.

Newman was appointed Vice President of Safari Operations of Parks!

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Newman received a Bachelor degree in business management from The University of Georgia.

John Gannon has 33 years of experience in the amusement park, waterpark, and zoo industry.

After 14 years of service, Mr.

Gannon retired the Columbus Zoo and Aquarium in January 2020, most recently serving as its Senior Vice President responsible for managing all for profit ventures, including its waterpark, its amusement park section and its golf course.

Prior to joining the Columbus Zoo and Aquarium, Mr.

Gannon was with Six Flags, Premier Parks and Funtime Inc.

for a combined total of 19 years.

During his time with Six Flags, Mr.

Gannon served as Vice President of Finance, with responsibility over the eastern United States and Europe.

Gannon is a CPA and started his career with Ernst & Young.

Gannon continues to serve as a consultant with the Columbus Zoo and Aquarium, and he is a member of the International Association of Amusement Parks and Attractions (IAAPA) and the World Waterpark Association (WWA).

In 2017, Governor John Kasich appointed Mr.

Gannon to the Ohio Department of Agriculture Advisory Board on Amusement Ride Safety.

Gannon earned a Bachelor’s of Science degree in Accounting from the University of Akron.

Jump is a principal owner of Out of Africa Wildlife Park LLC, a wild animal attraction located in Camp Verde, Arizona.

His responsibilities include heading-up the redevelopment and expansion of the Park.

Jump is also involved in ownership and development of land around the Park.

Leading and serving with several organizations, Mr.

Jump is also actively involved in promoting economic development in the Verde Valley.

Prior to moving to Sedona from Ohio, Mr.

Jump was President and a Director of DEC Investment Group, Inc., which was the general partner of several partnerships, which owned and managed large apartment complexes, primarily in the western United States.

Jump was also principal owner of DCMC Construction Management Company, which built and managed many multi-family projects.

Prior to his 25 years with DEC, Mr.

Jump was the CEO of two other privately held companies, where his responsibilities included raising capital for expansion, and leading various mergers and acquisitions.

Jump started his career with Cummins Engine Company, becoming Vice President responsible for domestic and international operations.

He and his family lived in Sao Paulo, Brazil for six years.

During his 18 years at Cummins, Mr.

Jump gained experience in the acquisition of businesses and properties.

Jump earned a Bachelor’s in business degree from the University of Colorado.

Jeffery Lococo

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(3) assisting the Board in its oversight of:

(a) the integrity of the Company’s consolidated financial statements, (b) the independent registered public accounting firm’s qualifications and independence;

(a) the integrity of the Company’s consolidated financial statements, and (b) the independent registered public accounting firm’s qualifications and independence;

and (4) undertaking the other matters required by applicable rules and regulations of the SEC.

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The Board has determined that Dale Van Voorhis qualifies as an “audit committee financial expert” as that term is defined in the applicable SEC Rules.

Our Audit Committee met one time in the twelve-month period ended September 29, 2019.

Our Audit Committee met four times in the twelve-month period ended September 27, 2020.

Compensation Committee

Our Compensation Committee determines matters pertaining to the compensation and expense reporting of certain of our executive officers, and administers our stock option, incentive compensation, and employee stock purchase plans.

The Compensation Committee is composed of two Directors, Charles Kohnen and Jeffery Lococo.

Our Compensation Committee met one time during the twelve-month period ended September 29, 2019.

The Compensation Committee is composed of four Directors, John Gannon, William Jump, Charles Kohnen, and Jeffery Lococo.

Our Compensation Committee met two times during the twelve-month period ended September 27, 2020.

Code of Ethics

6 unchanged sentences

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our other executive officers, for the years ended September 29, 2019, September 30, 2018 and October 1, 2017.

Name & Principal

Incentive Plan

Pension Value

Non-Qualified

Name & Principal Position

Dale Van Voorhis

Chief Executive Officer and Director –

Chief Executive Officer and

Director - Parks!

Vice President of Safari

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Director - Parks!

Mark Whitfield

Executive Vice President

James Meikle (1)

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The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended September 27, 2020.

Fees Earned or Paid in Cash

Option Awards

Incentive Plan

Pension Value

Non-Qualified

Dale Van Voorhis

1 unchanged sentence

Charles Kohnen

James Meikle (1)

(1) On November 28, 2018, Mr.

Meikle passed away.

Historically, each director was awarded an annual grant of 25,000 Shares for their service to the Company.

Beginning in our 2018 fiscal year, we provided each director with the option of receiving their annual grant in Shares or the cash equivalent, based on the Share price on the date of grant.

Beginning in our 2020 fiscal year, our annual director compensation is based on a dollar award, with each director provided the option of receiving that compensation in all Shares, all cash or a combination thereof.

Employment Agreements

Effective June 1, 2009, we entered into an employment agreement with Dale Van Voorhis (the “2009 Van Voorhis Employment Agreement”) to serve as our Chief Operating Officer.

Effective January 27, 2011, Mr.

Van Voorhis was appointed as our Chief Executive Officer.

Effective June 1, 2018, the Company and Mr.

Van Voorhis entered into the “2018 Van Voorhis Employment Agreement”.

Effective as of June 1, 2020, the Company and Dale Van Voorhis, the Company’s Chairman and Chief Executive Officer, entered into an employment agreement (the “2020 Van Voorhis Employment Agreement”).

Pursuant to the 2020 Van Voorhis Employment Agreement, Mr.

Van Voorhis receives an initial base compensation in the amount of $90,000 per year, which is subject to annual review by the Board of Directors.

Van Voorhis receives an initial base annual compensation in the amount of $100,000 per year, subject to annual review by the Board of Directors.

The 2020 Van Voorhis Employment Agreement has a term of two years and entitles Mr.

Van Voorhis to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective January 1, 2014, we entered into an employment agreement with Todd R.

White (the “White Employment Agreement”) to serve as our Chief Financial Officer.

Effective January 1, 2019, the Company and Mr.

White entered into the “2019 White Employment Agreement”.

Effective as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years, with minimum annual compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three, and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective May 1, 2018, we entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”) to serve as our Vice President of Safari Operations.

Newman has been the general manager of Wild Animal – Georgia since February 2011.

Effective as of May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”) to serve as the Company’s Vice President of Safari Operations.

Newman had been the general manager of Wild Animal – Georgia since February 2011.

Pursuant to the Newman Employment Agreement, Mr.

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Newman also received a $5,000 signing bonus.

Effective as of May 1, 2020, Mr.

Newman’s annual compensation was set at $108,000.

The Newman Employment Agreement has a term of five years and entitles Mr.

Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Each of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early by us without cause ($280,000 in aggregate) or (ii) in the event of a change in control of the Company ($365,000 in aggregate).

On April 1, 2008, we entered into an employment agreement with James Meikle (the “2008 Meikle Employment Agreement”) pursuant to which Mr.

Meikle was hired to serve as the President and Chief Executive Officer of each of our wholly owned subsidiaries.

Effective January 27, 2011, Mr.

Meikle was appointed as our Chief Operating Officer.

Effective July 1, 2017, the Company and Mr.

Meikle entered into the “2017 Meikle Employment Agreement”.

Each of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause ($266,667 in aggregate) or (ii) in the event of a change in control of the Company ($531,667 in aggregate), as well as disability and death payment provisions ($141,500 in aggregate).

Effective as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017 Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation in the amount of $135,000 per year.

1 unchanged sentence

Meikle passed away.

Pursuant to the death benefit terms of the 2017 Meikle Employment Agreement, during the three month period ended December 30, 2018, the Company recorded a provision of approximately $88,000.

Pursuant to the death benefit terms of the 2017 Meikle Employment Agreement, during the three month period ended December 30, 2019, the Company recorded a provision of approximately $88,000, which was distributed to his estate on January 15, 2020.

Stock Option and Award Plan

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Secretary and Director

The Estate of James Meikle

1395 Brickell Ave.

Miami, FL 33131

Nicholas Parks

Sinclair Road

Columbia, MO 65203

Marlton Wayne, LP

Merchandise Mart Plaza

Chicago, IL 60554

Focused Compounding Fund, LP

1700 Alma Drive, Suite 460

Plano, TX 75075

(1) Based upon shares of common stock issued and outstanding as of December 10, 2020, except that shares of common stock underlying options and warrants exercisable within 60 days of the date hereof are deemed to be outstanding.

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Director Independence

Of the members of the Company’s Board of Directors, Charles Kohnen and Jeffery Lococo are considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

Of the members of the Company’s Board of Directors, John Gannon, Charles Kohnen, Jeffery Lococo and William Jump are considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual (note, our common shares are not currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by Tama, Budaj & Raab, P.C.

Certified Public Accountants (“TBR”), our independent registered public accounting firm, for the audit and quarterly reviews of our financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the years ended September 29, 2019 and September 30, 2018 were approximately $42,000 and $39,000, respectively.

The aggregate fees billed by TBR, our independent registered public accounting firm, for professional services rendered for tax compliance, tax advice and tax planning for the years ended September 29, 2019 and September 30, 2018 were approximately $6,500 and $6,000, respectively.

As disclosed on a Form 8-K filed with the U.S.

Securities and Exchange Commission on April 10, 2020, GBQ Partners LLC was appointed as our independent registered accounting firm effective April 8, 2020.

Our prior independent registered public accounting firm, Tama, Budaj & Raab, P.C.

Certified Public Accountants (“TBR”), resigned as effective April 8, 2020.

On a combined basis, fees billed by our independent registered public accounting firms, for the audit and quarterly reviews of our financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the years ended September 27, 2020 and September 29, 2019 were approximately $46,000 and $42,000, respectively.

The aggregate fees billed by TBR, for professional services rendered for tax compliance, tax advice and tax planning for the years ended September 27, 2020 and September 29, 2019 were approximately $6,500 and $6,500, respectively.

All Other Fees

Our independent registered public accounting firm billed no other fees for the years ended September 29, 2019 and September 30, 2018.

Our independent registered public accounting firms billed no other fees for the years ended September 27, 2020 and September 29, 2019.

Audit Committee Pre-Approval Policies and Procedures

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21.1 Subsidiaries of the Registrant.

23.1 Consent of GBQ Partners LLC dated December 15, 2020.

23.2 Consent of Tama, Budaj & Raab, P.C.

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Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of December 12, 2019 by the undersigned, thereunto duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf as of

December 15, 2020 by the undersigned, thereunto duly authorized.

AMERICA, INC.

7 unchanged sentences

Chief Executive Officer and Director

December 15, 2020

(Principal Executive Officer)

/s/ John Gannon

December 15, 2020

/s/ William Jump

December 15, 2020

/s/ Charles Kohnen

6 unchanged sentences

Chief Financial Officer and Director

(Principal Financial Officer)

December 15, 2020

(Principal Financial Officer)

AMERICA, INC.

3 unchanged sentences

America and Subsidiaries

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of September 27, 2020 and September 29, 2019

3 unchanged sentences

Notes to the Consolidated Financial Statements

Board of Directors and Shareholders

America, Inc.

Report of Independent Registered Public Accounting Firm

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Parks!

America, Inc.

(the “Company”) as of September 27, 2020, the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, and related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 27, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GBQ Partners LLC

GBQ Partners LLC

We have served as the Company’s auditor since 2020.

Columbus, Ohio

December 15, 2020

Tama, Budaj & Raab P.C.

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America, Inc.

and Subsidiaries (“the Company”) as of September 29, 2019 and September 30, 2018, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2019 and September 30, 2018 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

and Subsidiaries (“the Company”) as of September 29, 2019, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 29, 2019 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

/s/ Tama, Budaj & Raab, P.C.

/s/ Tama, Budaj & Raab , P .

Tama, Budaj & Raab, P.C.

We have served as the Company’s auditors since 2015

We served as the Company’s auditors from 2015 through 2019

Farmington Hills, Michigan

42 unchanged sentences

Tornado damage and expenses, net

(Gain) loss on disposal of operating assets, net

Loss on disposal of operating assets, net

Income from operations

Other income (expense), net

Write-off of loan fees - prepayment

Other income, net

Interest expense

9 unchanged sentences

For the Years Ended September 27, 2020 and September 29, 2019

Balance at October 1, 2017

Issuance of common stock to

Excess of Par

Balance at September 30, 2018

Issuance of common stock to Directors

Net income for the year

1 unchanged sentence

Balance at September 29, 2019

Issuance of common stock to

Issuance of common stock to Directors

Net income for the year

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OPERATING ACTIVITIES:

Reconciliation of net income to net cash provided by operating activities:

Reconciliation of net income to net cash

provided by operating activities:

Depreciation and amortization expense

Interest expense - loan fee amortization

Write-off of loan fees - prepayment

Interest expense - debt financing cost amortization

Interest expense - loan discount amortization

Tornado damage asset write-offs

(Gain) loss on disposal of assets

Loss on disposal of assets

Stock-based compensation

Deferred taxes

Changes in assets and liabilities

6 unchanged sentences

Acquisition of property and equipment

Acquisition of Aggieland Safari, net of cash acquired

Proceeds from the disposition of property and equipment

1 unchanged sentence

FINANCING ACTIVITIES:

Payments on notes payable

Pay-off of 2013 Refinancing Loan

Payments on 2018 Term Loan

Proceeds from 2020 Term Loan

Capitalization of 2018 Term Loan Fees

Net cash used in financing activities

Net increase (decrease) in cash

Proceeds from Paycheck Protection Program Loans

Debt financing costs

Net cash provided by (used in) financing activities

Net increase in cash

Cash at beginning of period

3 unchanged sentences

Cash paid for income taxes

Non-Cash Investing and Financing Activities:

Note to Seller of Aggieland Safari

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

14 unchanged sentences

America, Inc.

The Company owns and operates through wholly owned subsidiaries two regional theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States.

The Company owns and operates through wholly owned subsidiaries three regional theme parks and is in the business of acquiring, developing and operating local and regional theme parks and attractions in the United States.

The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc.

a Georgia corporation (“Wild Animal – Georgia”) and Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”).

a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”).

Wild Animal – Georgia owns and operates the Wild Animal Safari theme park in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns and operates the Wild Animal Safari theme park located in Strafford, Missouri (the “Missouri Park”).

The Company acquired the Georgia Park on June 13, 2005, and the Missouri Park on March 5, 2008.

Aggieland Wild Animal – Texas owns and operates the Aggieland Wild Animal Safari theme park near Bryan/College Station, Texas (the “Texas Park”).

The Company acquired the Georgia Park on June 13, 2005, the Missouri Park on March 5, 2008, and the Texas Park on April 27, 2020.

The Parks are open year round but experience increased seasonal attendance, typically beginning in the latter half of March through early September.

On a combined basis, net sales for the third and fourth quarter of the last two fiscal years represented approximately 67% to 68% of annual net sales.

As a result, our combined third and fourth quarter net sales have historically ranged from 68% to 72% of our annual net sales.

In March 2020, the World Health Organization characterized COVID-19, a disease caused by a novel strain of a coronavirus, as a pandemic.

The rapid spread of COVID-19 has resulted in governmental authorities throughout the United States implementing a variety of containment measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns.

The COVID-19 pandemic and these containment measures have had, and could continue to have, a material impact on the Company’s business.

The rapid acceleration of the COVID-19 pandemic in the United States occurred at the beginning of the Company’s annual high season.

The Company began to see a significant reduction in paid attendance at its Georgia and Missouri Parks beginning the week of March 9, 2020.

Effective April 3, 2020, the Company’s Georgia and Missouri Parks were closed to the public as a result of shelter-in-place mandates in Georgia and Missouri.

Also note that prior to the Company’s acquisition of the Texas Park, its operations were also closed to the public for the majority of April 2020 due to a shelter-in-place mandate in Texas.

In compliance with respective state issued guidelines, the Georgia Park and the Texas Park each reopened on May 1, 2020, and the Missouri Park reopened on May 4, 2020.

Subsequent to reopening, attendance levels have been strong at each of the Company’s three Parks from mid-May through the end of its 2020 fiscal year.

However, there may be longer-term negative impacts to the Company’s business, results of operations and cash flows, and financial condition as a result of the COVID-19 pandemic.

These negative impacts include changes in customer behavior and preferences causing significant volatility or reductions in Park attendance, increases in operating expenses to comply with additional hygiene-related protocols, limitations in our ability to recruit and maintain staffing, limitations on our employees ability to work and travel, and significant changes in the economic or political conditions in the areas the Company’s Parks are located.

Despite the Company’s efforts to manage these impacts, the ultimate impact may be material, and will depend on a number of factors beyond its control, including the duration and severity of the COVID-19 pandemic and actions by governmental authorities taken to contain its spread and mitigate its public health effects.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Wild Animal – Georgia and Wild Animal – Missouri).

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Wild Animal – Georgia, Wild Animal – Missouri and Aggieland Wild Animal – Texas).

All material inter-company accounts and transactions have been eliminated in consolidation.

9 unchanged sentences

Both fiscal years were comprised of 52-weeks.

This fiscal calendar aligns the Company’s fiscal periods more closely with the seasonality of its business.

This fiscal calendar aligns the Company’s fiscal periods closely with the seasonality of its business.

The high season typically ends after the Labor Day holiday weekend.

The period from October through early March is geared towards maintenance and preparation for the next busy season, which typically begins at Spring Break and runs through Labor Day.

Reclassifications:

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2019

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business Combinations:

The Company’s acquisition of Aggieland Safari, on April 27, 2020, was accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations .

In purchase accounting, identifiable assets acquired and liabilities assumed, are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill.

In determining the fair values of assets acquired and liabilities assumed, the Company makes significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets.

Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.

Although estimates of fair value are based upon assumptions believed to be reasonable, actual results may differ.

ACQUISITION” for more information.

Financial and Concentrations Risk:

5 unchanged sentences

The Company had no accounts receivable as of September 27, 2020 and September 29, 2019, respectively.

Inventory consists of gift shop items, animal food, and concession and park supplies, and is stated at the lower of cost or market.

Inventory consists of gift shop items, animal food, and concession and park supplies, and is stated at the lower of cost or net realizable value.

Cost is determined on the first-in, first-out method.

The gross profit method is used to determine the change in gift shop inventory for interim periods.

Inventories are reviewed and reconciled annually, because inventory levels turn over rapidly.

The Company had inventory of $200,891 and $195,201 as of September 27, 2020 and September 29, 2019, respectively.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment:

5 unchanged sentences

not applicable

Mineral rights

Ground improvements

19 unchanged sentences

September 29,

Accrued wages and payroll taxes

Deferred revenue

Accrued property taxes

Accrued sales taxes

Accrued property taxes

Accrued income taxes

Accrued wages and payroll taxes

Other accrued liabilities

Other current liabilities

Financial Instruments:

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities or due to the fact they were entered into during the Company’s 2020 fiscal year.

Securities that are publicly traded are valued at their fair market value as of the balance sheet date presented.

Revenue Recognition:

The Company recognizes revenues in accordance with ASC 606, Revenues from Contracts with Customers .

Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(1) identify the contract with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocation the transaction price to the performance obligation in the contract;

and (5) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

AMERICA, INC.

3 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial Instruments:

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities.

Securities that are publicly traded are valued at their fair market value as of the balance sheet date presented.

Revenue Recognition:

The Company’s major source of income is from theme park admissions.

Theme park revenues from admission fees are generally recognized upon receipt of payment at the time of the customers’ visit to the parks.

Theme park revenues from advance online ticket purchases are deferred until the customers’ visit to the parks.

Short-term seasonal passes are sold primarily during the spring and summer seasons, are negligible to our results of operations and are not material.

Revenues from park admission fees are recognized at the point in time control transfers to the customer, which is generally when the customer accepts access to the park and the Company is entitled to payment.

Park admission fee revenues from advance online ticket purchases are deferred until the customers’ visit to the parks.

Revenues from retail and concession sales are generally recognized upon the concurrent receipt of payment and delivery of goods to the customer.

Sales taxes billed and collected are not included in revenue.

The Company periodically sells surplus animals created from the natural breeding process that occurs within the parks.

All animal sales are reported as a separate revenue line item.

Advertising and Market Development:

Animal sales are recognized at a point in time when control transfer to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the animal.

Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.

The Company provides disaggregation of revenue based on geography in “NOTE 10:

BUSINESS SEGMENTS”, as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Deferred revenues from advance online admission tickets were $273,386 and $100,704 as of September 27, 2020 and September 29, 2019, respectively, and is included within Other Current Liabilities in the accompanying consolidated balance sheets

Advertising and Marketing Costs:

The Company expenses advertising and marketing costs as incurred.

Advertising and marketing expense for the year ended September 27, 2020 and September 29, 2019 totaled $749,411 and $583,388, respectively.

Stock Based Compensation:

The Company recognizes stock based compensation costs on a straight-line basis over the requisite service period associated with the grant.

No activity has occurred in relation to stock options during any period presented.

The Company awards shares to its Board of Directors for service on the Board.

1 unchanged sentence

The Company recognizes the expense based on the fair market value at time of the grant.

Each Director is typically granted 25,000 restricted shares annually, usually toward the end of the calendar year.

The Company typically awards its annual Director compensation around the end of each calendar year.

A Stock Option and Award Plan (the “Plan”) providing for incentive stock options and performance bonus awards for executives, employees, and directors was approved by the Company’s Board of Directors on February 1, 2005, however, the Plan has not been submitted to the stockholders for approval.

The Plan sets aside five million (5,000,000) shares for award of stock options, including qualified incentive stock options and performance stock bonuses.

To date, no grants or awards have been made pursuant to the Plan and the Company did not submit the Plan for consideration to the Company’s stockholders at its last meeting of stockholders.

Income Taxes:

4 unchanged sentences

Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into federal law, which includes significant changes to the U.S.

corporate federal tax code.

Among other changes, the Tax Act lowered the U.S.

statutory corporate federal income tax rate from 35.0% to 21.0%.

As the Company’s 2018 fiscal year end fell on September 30, the U.S.

statutory federal income tax rate for its 2018 fiscal year is a blended rate of 24.5%, with the statutory rate of 21.0% applicable for its fiscal years beginning with 2019.

INCOME TAXES” for additional information.

The Company follows guidance issued by the FASB ASC 740, “Income Taxes”, with respect to accounting for uncertainty in income taxes.

A tax position is recognized as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than fifty percent likely of being realized on examination.

For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded.

The Company has no unrecognized tax benefits under guidance related to tax uncertainties.

The Company does not anticipate the unrecognized tax benefits will significantly change in the next twelve months.

Any tax penalties or interest expense will be recognized in income tax expense.

No interest and penalties related to unrecognized tax benefits were accrued as of September 27, 2020 or September 29, 2019.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic and Diluted Net Income (Loss) Per Share:

5 unchanged sentences

Recent Accounting Pronouncements:

The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“Update 2019-12”) , which removes certain exceptions for investments, intraperiod allocations and interim tax calculations, and adds guidance to reduce the complexity in accounting for income taxes.

Update 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted.

The various amendments in Update 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending upon the amendment.

The Company is in the process of evaluating the impact of this amendment on our consolidated financial statements;

however, it is not anticipated to be material.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

ASC 2016-16 is effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional relief through specific exceptions and practical expedients for transitioning away from reference rates that are expected to be discontinued.

The relief generally applies to eligible modifications of contractual terms that change (or have the potential to change) the amount or timing of contractual cash flows related to replacement of a reference rate.

The relief allows such modifications to be accounted for as continuations of existing contracts without additional analysis.

The optional relief is available from March 2020 through December 31, 2022.

The Company is currently evaluating the impact of this ASU.

Equity Securities, Equity Method Investments and Certain Derivatives

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815.” This ASU clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives.

The effective date of the standard will be for annual periods beginning after December 15, 2020, and interim periods within those fiscal years.

The Company is currently evaluating the impact of the adoption of the new standard on its consolidated financial statements and related disclosures.

Except as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures.

AMERICA, INC.

2 unchanged sentences

September 27, 2020

On April 27, 2020, the Company, through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, acquired substantially all the assets of Aggieland Safari LLC, Ferrill Creek Ranch LLC, and Vernell Investments LLC (combined the “Aggieland Assets”), primarily consisting of the Aggieland Safari Adventure Zoo and Safari Park (“Aggieland Safari”), including animal inventory, real estate, mineral rights, and certain equipment and other assets necessary to operate Aggieland Wild Animal – Texas.

Aggieland Wild Animal – Texas is situated on 250 acres of a 450-acre property, located approximately 25 miles northeast of Bryan/College Station, Texas and 120 miles northwest of downtown Houston.

The total purchase price for the Aggieland Assets was $7,102,000, after determination of the fair value of the seller note.

The transaction was financed with a $5,000,000 loan (the “2020 Term Loan”) from First Financial Bank, N.A.

(“First Financial”), a seller note with a face value of $750,000 (the “Aggieland Seller Note”), and cash totaling $1,375,000.

The 2020 Term Loan is secured by substantially all of the Aggieland Assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021.

The Aggieland Seller Note represents a deferred portion of the purchase price, bears no interest, has a maturity date of June 30, 2021, and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $728,500 for the Aggieland Seller Note as of April 27, 2020.

The following table sets forth the purchase consideration paid to the members of Aggieland Safari and the amount of assets acquired and liabilities assumed as of the acquisition date:

Sources of consideration paid to Aggieland Safari Members:

Cash advances

Cash at closing

2020 Term Loan

Aggieland Seller Note

Less cash received

Total consideration

Preliminary purchase price allocation:

Property and equipment

Deferred revenue

Total net assets acquired

The purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the acquisition date.

The determination of estimated fair value requires management to make significant estimates and assumptions.

The following table presents supplemental pro forma information for the years ended September 27, 2020 and September 29, 2019 as if the acquisition had occurred at the beginning of the Company’s 2019 fiscal year.

The unaudited pro forma information includes adjustments for depreciation expense on property and equipment acquired, interest expense on debt incurred related to the acquisition, and the related income tax effects, as well as the elimination of property and equipment impairment charges recorded by Aggieland Safari prior to the acquisition.

The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected at the beginning of the Company’s 2019 fiscal year.

For the year ended

September 27, 2020

September 29, 2019

Total net sales

Income per share - basic and diluted

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

LONG-TERM DEBT

On April 27, 2020, the Company acquired Aggieland Wild Animal – Texas, see “NOTE 3.

ACQUISITION”, financing the transaction with the 2020 Term Loan from First Financial and the Aggieland Seller Note.

The 2020 Term Loan in the original principal amount of $5,000,000 from First Financial is secured by substantially all of the Aggieland Wild Animal – Texas assets, as well as guarantees from the Company and its subsidiaries.

The 2020 Term Loan bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021.

The Company paid a total of approximately $62,375 in fees and expenses in connection with the 2020 Term Loan.

The Aggieland Seller Note represents a deferred portion of the purchase price, has a face value of $750,000, bears no interest, has a maturity date of June 30, 2021, and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

The Company applied a 2.5% discount rate to determine a fair value of $728,500 for the Aggieland Seller Note as of April 27, 2020 and the resulting $21,500 discount will be amortized as interest expense over the 14 month period until the note matures.

Including the remaining unamortized discount, the recorded value of the Aggieland Seller Note as of September 27, 2020 was $736,015.

On July 11, 2018, the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the “2018 Refinancing”) with Synovus Bank (“Synovus”).

3 unchanged sentences

The 2018 Term Loan is secured by a security deed on the assets of Wild Animal – Georgia.

The Company used the proceeds of the 2018 Term Loan, along with available cash of approximately $1,248,165, to refinance the then outstanding balance of the 2013 Refinancing Loan.

The Company paid a total of approximately $15,680 in fees and expenses in connection with the 2018 Refinancing.

In addition to the pay-off of the 2013 Refinancing Loan in July 2018, on December 13, 2017 the Company made a $300,000 partial prepayment of this loan.

As a result of prepayments against the 2013 Refinancing Loan, the Company wrote-off a total of $130,532 of related deferred financing fees during its 2018 fiscal year.

The outstanding balance of the 2018 Term Loan was $1,164,113 as of September 27, 2020.

As a result of the significant negative economic impacts and uncertainties caused by the COVID-19 pandemic, Wild Animal – Georgia and Wild Animal – Missouri each applied for Paycheck Protection Program (“PPP”) loans.

On April 14, 2020 and April 16, 2020, the Company received two unsecured PPP loans totaling $188,087.

Including accrued interest, the principal outstanding on the Company’s PPP loans was $188,925 as of September 27, 2020.

The PPP was established under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law on March 27, 2020, and is administered by the U.S.

Small Business Administration (the “SBA”).

The term of the PPP loans is two years, with an interest rate of 1.0% per annum.

All payments are deferred for the first six months of these PPP loans, with accrued interest being added to the principal during the payment deferral period.

After the initial six-month deferral period, monthly principal and interest payments will be due until maturity for any portion of the PPP loans not forgiven.

Under the terms of the CARES Act, some or all of the PPP loan proceeds are eligible to be forgiven.

The amount of the PPP loans eligible to be forgiven are based on the use of the proceeds for payroll costs, mortgage interest, rent or utility costs, and the maintenance of employee and compensation levels, subject to limitations and ongoing rulemaking by the SBA.

While not assured, the Company anticipates a substantial portion of its PPP loan proceeds will be used for costs that are eligible for forgiveness, based on the current SBA guidelines.

The Company will continue to account for its PPP loans under their defined terms until such time as forgiveness is granted by the SBA.

Interest expense of $182,926 and $76,003 for the year ended September 27, 2020 and September 29, 2019, respectively, includes $12,120 and $2,240, respectively, of amortization of debt closing costs in each period.

1 unchanged sentence

September 29,

Term Loan principal outstanding

unamortized debt closing costs

Loan principal outstanding

unamortized debt financing costs

Gross long-term debt

Less current portion of long-term debt,

net of unamortized debt closing costs

net of unamortized costs and discount

Long-term debt

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

LONG-TERM DEBT (CONTINUED)

As of September 27, 2020, the scheduled future principal maturities, by fiscal year, are as follows:

6 unchanged sentences

If necessary, the Company intends to utilize the 2018 LOC to fund seasonal working capital needs.

Prior to July 11, 2018, the Company maintained a $350,000 line of credit loan (the “LOC”) from Synovus for working capital purposes.

This LOC had an interest rate is tied to the prime rate and was 7.00% as of July 1, 2018, with a minimum rate of 5.25%.

As of September 27, 2020 and September 29, 2019, respectively, there was no outstanding balance against the Company’s LOC.

When applicable, any advance on a Company LOC is recorded as a current liability.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2019

STOCKHOLDERS’ EQUITY

Shares of common stock issued for service to the Company are valued based on market price on the date of issuance.

On December 5, 2019, the Company declared its annual compensation award to four Directors for their service on the Board of Directors.

Each Director was awarded $8,500, to be paid all in shares, all in cash or a combination thereof, at each Director’s election.

All four Directors elected to receive shares of the Company’s common stock, totaling 50,000 each, based on the closing stock price of $0.17 per share on December 5, 2019.

The total award cost of $34,000 was reported as an expense in the first quarter of the 2020 fiscal year, and the Company distributed each award on January 8, 2020.

On January 14, 2019, the Company declared its annual award to five Directors for their service on the Board of Directors.

2 unchanged sentences

The total award cost of $23,125 was reported as an expense in the second quarter of the 2019 fiscal year, and the Company distributed each award on January 16, 2019.

On December 20, 2017, the Company declared its annual award to five Directors for their service on the Board of Directors.

Each director was awarded 25,000 shares at $0.230 per share or the cash equivalent of $5,750.

Three Directors elected to receive their award in cash and two Directors elected to receive shares of the Company’s common stock.

The total award cost of $28,750 was reported as an expense in the first quarter of the 2018 fiscal year, and the Company distributed each award on January 9, 2018.

Officers, Directors and their controlled entities own approximately 52.6% of the outstanding common stock of the Company as of September 27, 2020.

1 unchanged sentence

Employment Agreements:

Effective June 1, 2009, the Company entered into an employment agreement with Dale Van Voorhis (the “2009 Van Voorhis Employment Agreement”) to serve as the Company’s Chief Operating Officer.

Effective January 27, 2011, Mr.

Van Voorhis was appointed as the Company’s Chief Executive Officer.

Effective June 1, 2018, the Company and Mr.

Van Voorhis entered into the “2018 Van Voorhis Employment Agreement”.

Pursuant to the 2020 Van Voorhis Employment Agreement, Mr.

2 unchanged sentences

Van Voorhis to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective January 1, 2014, the Company entered into an employment agreement with Todd R.

White (the “White Employment Agreement”) to serve as the Company’s Chief Financial Officer.

Effective January 1, 2019, the Company and Mr.

White entered into the “2019 White Employment Agreement”.

Effective as of January 1, 2019, the Company and Todd R.

White, the Company’s Chief Financial Officer, entered into an employment agreement (the “2019 White Employment Agreement”).

The 2019 White Employment Agreement has a term of three years, with minimum annual compensation of $70,000 in year one, $75,000 in year two and $80,000 in year three, and entitles Mr.

White to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Effective May 1, 2018, the Company entered into an employment agreement with Michael D.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Effective as of May 1, 2018, the Company entered into an employment agreement with Michael D.

Newman (the “Newman Employment Agreement”) to serve as the Company’s Vice President of Safari Operations.

Newman has been the general manager of Wild Animal – Georgia since February 2011.

Newman had been the general manager of Wild Animal – Georgia since February 2011.

Pursuant to the Newman Employment Agreement, Mr.

1 unchanged sentence

Newman also received a $5,000 signing bonus.

Effective May 1, 2019, Mr.

Effective as of May 1, 2020, Mr.

Newman’s annual compensation was set at $108,000.

1 unchanged sentence

Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.

Each of the foregoing employment agreements contains provisions for severance compensation in the event an agreement is (i) terminated early by the Company without cause ($280,000 in aggregate) or (ii) in the event of a change in control of the Company ($365,000 in aggregate).

On April 1, 2008, the Company entered into an employment agreement with James Meikle (the “2008 Meikle Employment Agreement”) pursuant to which Mr.

Meikle was hired to serve as the President and Chief Executive Officer of each of the Company’s wholly owned subsidiaries.

Effective January 27, 2011, Mr.

Meikle was appointed as the Company’s Chief Operating Officer.

Effective July 1, 2017, the Company and Mr.

Meikle entered into the “2017 Meikle Employment Agreement”.

As of September 27, 2020, the Company has not adopted any deferred compensation plans.

Effective as of July 1, 2017, the Company and James Meikle, then the Company’s President and Chief Operating Officer, entered into the “2017 Meikle Employment Agreement”.

The 2017 Meikle Employment Agreement had a term of two years, with an initial base annual compensation in the amount of $135,000 per year.

1 unchanged sentence

Meikle passed away.

Pursuant to the death benefit terms of the 2017 Meikle Employment Agreement, during the three month period ended December 30, 2018, the Company recorded a provision of approximately $88,000.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2019

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into federal law, which includes significant changes to the U.S.

corporate federal tax code.

Among other changes, the Tax Act lowered the U.S.

statutory corporate federal income tax rate from 35.0% to 21.0% effective January 1, 2018.

As the Company’s 2018 fiscal year end fell on September 30, the U.S.

statutory federal income tax rate for its 2018 fiscal year will be a blended rate of 24.5%, with the statutory rate of 21.0% applicable for its fiscal years beginning with 2019.

For the years ended September 27, 2020 and September 29, 2019, the Company reported a pre-tax profit of $3,693,869 and $1,495,438, respectively.

4 unchanged sentences

Total tax provision

The provision for Federal income taxes consisted of the following:

The Company’s provision for Federal income tax consists of the following:

For the year ended

Federal income tax attributable to:

Federal income tax benefit attributable to:

September 27,

2 unchanged sentences

State tax benefit

Deferred tax adjustments

Alternative minimum tax credit

Net provision for Federal income taxes

As of October 1, 2017, the Company had a net deferred tax asset of $160,355, primarily associated with its remaining cumulative federal net operating loss carry-forward.

For the year ended September 30, 2018, the Company recognized a net deferred tax charge of $66,855, of which $36,595 was associated with the revaluation of its net deferred tax liability at its 2018 fiscal year blended federal income tax rate.

The remaining net deferred tax charge of $30,260 was associated with a reassessment of the Company’s remaining cumulative federal net operating loss carry-forward.

The Company’s remaining net deferred tax asset of $93,500 was utilized to offset a portion of the regular federal tax due for its 2018 fiscal year.

As of September 30, 2018, the Company utilized all of its federal net tax operating loss carry-forwards.

For the fiscal years ended September 27, 2020 and September 29, 2019, the Company recorded a provision for State of Georgia income taxes of $185,600 and $107,400, respectively.

COMMITMENTS AND CONTINGENCIES

On May 21, 2019, the Company’s Missouri Park was struck by a tornado and sustained property damage, primarily to the “walk about”, the more traditional zoo-like section of the park, as well as to several auxiliary buildings.

The park was closed at the time of this event and no employees were injured.

While a few animals sustained non-life threatening injuries, no animals were killed or escaped.

As a result of the tornado damage, through September 29, 2019, the Company has written-off $56,339 related to the net book value of property destroyed and damaged, and incurred $24,105 of cleanup and repair expenses.

Through September 29, 2019, the Company has capitalized $66,376 of expenditures related to improvements associated with the tornado damage.

The Company has a pending property insurance claim which it believes will cover a portion of these costs and expenses.

However, since a proposed settlement from its insurance carrier remains pending, the Company has not recorded any insurance proceeds to offset the costs and expenditures incurred through September 29, 2019.

AMERICA, INC.

2 unchanged sentences

September 27, 2020

COMMITMENTS AND CONTINGENCIES (CONTINUED)

COMMITMENTS AND CONTINGENCIES

The park was closed at the time of this event and no employees were injured.

While a few animals sustained non-life threatening injuries, no animals were killed or escaped.

As a result of the tornado damage, through September 29, 2019, the Company had written-off $56,339 related to the net book value of property destroyed and damaged, and incurred $24,105 of cleanup and repair expenses.

Through September 29, 2019, the Company had capitalized $66,376 of expenditures related to improvements associated with the tornado damage.

The Company capitalized an additional $71,478 of improvements associated with the tornado damage during the year ended September 27, 2020.

On April 15, 2020, the Company received $24,373 of insurance proceeds, partially offsetting the costs and expenses incurred in the recovery from the tornado damage.

On August 14, 2019, Marlton Wayne LP (“Marlton”) filed a Complaint in the Eighth Judicial District Court, Clark County, Nevada (case no.

1 unchanged sentence

This Complaint followed a letter from Marlton sent on July 22, 2019, demanding an inspection of certain books and records of the Company.

The Company is currently defending against the action filed in the Eighth Judicial District Court, but in accordance with the Court’s order has provided certain documents to Marlton.

Discovery in this Complaint is ongoing.

On March 13, 2020, the Company and Marlton entered into an agreement to dismiss the case without prejudice, with each party reserving their respective rights as related to attorney fees.

Except as described above, the Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of its business.

None of the Company’s directors, officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

BUSINESS SEGMENTS

9 unchanged sentences

Segment total

Other income (expense), net

Write-off of loan fees - prepayment

Other income, net

Interest expense

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2019

BUSINESS SEGMENTS (CONTINUED)

For the year ended

September 29,

September 30,

Depreciation and amortization:

3 unchanged sentences

Total assets:

AMERICA, INC.

and SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2020

SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 29, 2019 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

The Company has analyzed its operations subsequent to September 27, 2020 to the date these financial statements were issued and has determined that no material subsequent events have occurred from the date of these consolidated financial statements through the date of filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures