Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures
With
the participation of the principal executive officer and principal financial officer of Parks! America (the “Registrant”),
the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures, as required
by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the fiscal year
covered by this Annual Report on Form 10-K. Based upon that evaluation, the Registrant’s principal executive officer and principal
financial officer have concluded that the Registrant’s disclosure controls and procedures were effective as of the end of the fiscal
year covered by this Annual Report on Form 10-K.
(b)
Management’s Annual Report on Internal Control over Financial Reporting
Overview
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes
those policies and procedures that:
1.
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the Company;
2.
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company; and
3.
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis
by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce this risk.
Management
based its assessment of the Company’s internal control over financial reporting on criteria established in Internal Control
– Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its
assessment, management has concluded that the Company’s disclosure controls and procedures and internal control over financial
reporting are effective as of October 3, 2021.
19
(c)
Changes in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting as of October 3, 2021.
ITEM
9B. OTHER INFORMATION
None
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Our
executive officers and directors are as follows:
Name
Age
Title
Dale
Van Voorhis
80
Chief
Executive Office and Director
Todd
R. White
59
Chief
Financial Officer and Director
Mark
Whitfield
60
Executive
Vice President
Lisa
Brady
35
Director
John
Gannon
64
Director
Charles
Kohnen
54
Director
Jeffery
Lococo
64
Secretary
and Director
Rick
Ruffolo
53
Director
Dale
Van Voorhis
Dale
Van Voorhis was appointed as our Chief Executive Officer on January 27, 2011. Mr. Van Voorhis was re-appointed to our Board of Directors
on March 13, 2009, and served as the Company’s Chief Operating Officer from March 28, 2009 until January 27, 2011. Mr. Van Voorhis
previously served the Company in various management and board of director roles from December 2003 through December 2006. In addition,
Mr. Van Voorhis has been the President of Amusement Business Consultants, Inc., an amusement industry consulting company, since its inception
in 1994. Mr. Van Voorhis was President and CEO of Funtime Parks Inc. (“Funtime”) from 1982 until 1994. Funtime consisted
of three parks in New York and Ohio and they generated total attendance of 2.6 million visitors in 1993. Funtime sold the three parks
for $60 million in 1994. Mr. Van Voorhis has over 55 years of experience in the amusement/entertainment industry.
Todd
R. White
Todd
R. White was appointed the Chief Financial Officer of Parks! America on May 31, 2013 and was appointed as a Director of the Company effective
January 1, 2014. Prior to joining the Company, from 1992 through 2011, Mr. White was an executive with The Scotts Miracle-Gro Company
in a variety of roles, and served most recently as its Vice President, Global Controller from 2005 through 2011. Mr. White was with Price
Waterhouse in Cincinnati, Ohio from 1986 to 1992. He received a B.A. in business administration from The Ohio State University and an
MBA from the University of Wisconsin-Madison. 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. Mr. 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. Mr. Whitfield
brings extensive experience and consistent positive results in financial/EBITDA growth, employee development, marketing, operations and
in-park revenue. Mr. Whitfield has BA in Communication and Political Science and a Master of Liberal Arts from Houston Baptist University.
20
Lisa
Brady
Lisa
Brady was appointed as a Director of the Company effective November 12, 2021. Ms. Brady brings more than a decade of experience in the
entertainment, leisure, and hospitality industry with executive-level experience in strategic planning, mergers and acquisitions, investor
relations, financial modeling, and real estate development. Ms. Brady started her career as a sell-side analyst at KeyBank Capital markets,
covering the leisure and hospitality sector. Upon joining Cedar Fair Entertainment Company (“FUN”), Ms. Brady played an integral
role within investor relations, leading communications efforts with both the sell-side and buy side. Ms. Brady was promoted to the Director
of Business Development where she served as a key leader in the company’s strategic growth initiatives. Ms. Brady graduated summa
cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award.
John
Gannon
John
Gannon has been a Director of the Company since December 2019. Mr. Gannon has 33 years of experience in the amusement park, water park,
and zoo industry. After 14 years of service, Mr. Gannon retired from 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 water park, 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. Mr. Gannon started his career as a CPA with Ernst & Young. Mr. Gannon 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. Mr. Gannon earned a Bachelor
of Science degree in Accounting from the University of Akron.
Charles
Kohnen
Charles
Kohnen has been a director of the Company since October 19, 2010. Mr. Kohnen has a diverse business background including experience with
planning and executing management strategies for turnaround companies. From 1998 to 2006 he was Managing Partner of Kohnen Realty Co.,
a real estate and stock investment company that he co-founded, where he was responsible for all aspects of the business including the
coordination of all legal, accounting and buyout matters. Mr. Kohnen has also served as Chairman of a privately held restaurant located
in Cincinnati, Ohio. Mr. Kohnen also serves on the Board of one non-profit organization and earned a Bachelor of Science degree in General
Business from Miami University in Oxford, Ohio.
Jeffery
Lococo
Jeffery
Lococo was appointed Secretary of the Company on January 27, 2011 and has been a Director of the Company since May 2006. Mr. Lococo is
President of Lococo Company LLC, an industry leading consulting firm in the amusement and resort industry segment. Mr. Lococo began his
career with the Marriott Corporation theme park division, and progressed through middle management to General Manager level in 1990 with
Funtime. From 1994 to 2000, Mr. Lococo held various executive vice president level positions with Six Flags Inc. Mr. Lococo joined Great
Wolf Resorts Inc. in March of 2000 as General Manager of Great Wolf Lodge Sandusky, Ohio, and in 2005, was promoted to Corporate Vice
President of Resort Operations for all Great Wolf Lodge Resorts. Mr. Lococo has over 35 years of experience in the theme/water park,
entertainment and hospitality industry.
Rick
Ruffolo
Rick
Ruffolo was appointed as a Director of the Company effective November 12, 2021. Mr. Ruffolo brings three decades of consumer goods, specialty
retail, marketing, innovation, and executive leadership experience to the Parks! America Board. In his first twenty years, Mr. Ruffolo
held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior executive roles leading the brand, marketing,
and innovation departments at Yankee Candle and Bath & Body Works where he received multiple patents including for the multi-billion
dollar launch of the Wallflowers home fragrance business. In the last ten years, as CEO & President, Mr. Ruffolo has led the successful
turnaround and growth of several private equity-backed portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps
Pet Products. Mr. Ruffolo is a dual citizen of the U.S. and Italy, was a NCAA Division I athlete and graduated summa cum laude in marketing
and business administration from the University of Dayton, and received his MBA with honors from Washington University in St. Louis.
21
Involvement
in Certain Legal Proceedings
During
the past ten years none of the following events have occurred with respect to any of our directors or executive officers or any of the
persons nominated by our board to become a director of the Company.
1.
A
petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner
at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
at or within two years before the time of such filing;
2.
Such
person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
3.
Such
person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i.
Acting as a futures
commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;
ii.
Engaging in any type
of business practice; or
iii.
Engaging in any activity
in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities
laws or Federal commodities laws;
4.
Such
person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described
in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
5.
Such
person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,
or vacated;
6.
Such
person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated;
7.
Such
person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any
Federal or State securities or commodities law or regulation; or
ii.
Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal
or prohibition order; or
iii.
Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.
Such
person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or
persons associated with a member.
22
Audit
Committee
Our
Audit Committee is responsible for: (1) overseeing the accounting and financial reporting processes of the Company, including the audits
of the Company’s consolidated financial statements; (2) appointing, compensating and overseeing the work of the independent registered
public accounting firm employed by the Company; (3) assisting the Board in its oversight of: (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. Our Audit Committee is comprised of three
directors, John Gannon, Charles Kohnen, and Jeffery Lococo. The Board has determined that John Gannon qualifies as an “audit committee
financial expert” as that term is defined in the applicable SEC Rules.
Our
Audit Committee met four times in the twelve-month period ended October 3, 2021.
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
three Directors, John Gannon, Charles Kohnen, and Jeffery Lococo.
Our
Compensation Committee met one time during the twelve-month period ended October 3, 2021.
Code
of Ethics
We
have not adopted a Code of Ethics.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than
10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our Company with copies
of all Section 16(a) reports they file. Based upon a review of those forms and any written representations regarding the need for filing
Forms 5, to the best of the Company’s knowledge, no required Section 16(a) reports were filed late.
23
ITEM
11. EXECUTIVE COMPENSATION
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 October 3, 2021, September 27, 2020 and September 29, 2019.
Name
& Principal
Salary
Bonus
Stock
Award
Option
Awards
Non-Equity
Incentive Plan Compensation
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
All
Other Compensation
Total
Position
Year
($)
($)
($)
($)
($)
($)
($)
($)
Dale
Van Voorhis
2021
100,000
25,000
10,000
6
135,006
Chief
Executive
2020
93,333
20,000
8,500
-
121,833
Officer and Director
2019
90,000
18,000
4,625
-
112,625
Mark
Whitfield
2021
135,000
-
-
290
135,290
Executive
Vice President
2020
2,596
10,000
-
-
12,596
Michael
D. Newman (1)
2021
108,000
25,000
-
-
133,000
Vice
President of Safari
2020
102,167
17,000
-
3,661
122,828
Operations
2019
96,250
15,000
-
5,492
116,742
Todd
R. White
2021
86,250
25,000
10,000
290
121,540
Chief
Financial
2020
73,750
20,000
8,500
-
102,250
Officer and Director
2019
67,500
18,000
4,625
-
90,125
James
Meikle (2)
2019
-
-
-
88,167
88,167
Director
and
Chief
Operating Officer
(1)
Effective October 31, 2021, Mr. Newman resigned his employment with the Company.
(2)
On November 28, 2018, Mr. Meikle passed away.
DIRECTOR
COMPENSATION
The
following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made
in the year ended October 3, 2021.
Fees
Earned or Paid in Cash
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan Compensation
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
All
Other Compensation
Total
Name
($)
Shares/($)
($)
($)
($)
($)
($)
Dale
Van Voorhis
—
22,789
—
—
—
—
$ 10,000
$ (10,000 )
John
Gannon
$ 5,000
11,395
—
—
—
—
$ 10,000
$ (5,000 )
William
Jump (1)
$ 10,000
—
—
—
—
—
$ 10,000
Charles
Kohnen
—
22,789
—
—
—
—
$ 10,000
$ (10,000 )
Jeffery
Lococo
—
22,789
—
—
—
—
$ 10,000
$ (10,000 )
Todd
R. White
—
22,789
—
—
—
—
$ 10,000
$ (10,000 )
(1)
On January 14, 2021, Mr. Jump 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.
24
Employment
Agreements
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 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
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. Effective January 1, 2021, Mr. White’s annual
compensation was changed to $90,000. Mr. White is entitled to participate in any deferred compensation plan the Company may
adopt during the term of his employment with the Company.
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. Mr. Newman had been the general manager of Wild Animal – Georgia
since February 2011. Pursuant to the Newman Employment Agreement, Mr. Newman received an initial base annual compensation of $95,000
per year, subject to annual review by the Board of Directors. Mr. 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 had a term of five years and entitled
Mr. Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.
Effective October 31, 2021, Mr. Newman resigned his employment with the Company.
As
of October 3, 2021, the Company has not adopted any deferred compensation plans. 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 ($116,667 in aggregate)
or (ii) in the event of a change in control of the Company ($381,667 in aggregate), as well as disability and death payment provisions
($95,000 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. On November 28, 2018, Mr. Meikle passed away. 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
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 our 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 we did not submit the
Plan for consideration to the Company’s stockholders at the last meeting of stockholders.
25
ITEM
12. EQUITY COMPENSATION PLAN INFORMATION AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information relating to the ownership of common stock by (i) each person known by us to be the beneficial
owner of more than five percent of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive
officers, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the information relates to these
persons, beneficial ownership as of December 6, 2021. Except as may be indicated in the footnotes to the table and subject to
applicable community property laws, each person has the sole voting and investment power with respect to the shares owned. The address
of each beneficial owner is care of Parks! America, Inc., 1300 Oak Grove Road, Pine Mountain, GA 31822, unless otherwise set forth below
that person’s name.
Name
Number
of Shares Owned
Percent
(1)
Title
Dale
Van Voorhis
16,012,700
21.3 %
Chief
Executive Officer and Director
Todd
R. White (2)
1,265,109
1.7 %
Chief
Financial Officer and Director
Charles
Kohnen (3)
21,856,759
29.1 %
Director
Jeffery
Lococo
554,759
7.0 %
Secretary
and Director
John
Gannon
11,394
0.0 %
Director
Focused
Compounding Fund, LP
1700
Alma Drive, Suite 460
Plano,
TX 75075
13,097,450
17.4 %
(1)
Based
upon shares of common stock issued and outstanding as of December 6, 2021, except that shares of common stock underlying options
and warrants exercisable within 60 days of the date hereof are deemed to be outstanding.
(2)
410,350
of the Company’s shares owned by Mr. White are held jointly with his spouse.
(3)
15,271,000
of the Company’s shares owned by Mr. Kohnen are held jointly with his spouse.
Officers,
directors and their controlled entities, as a group, controlled approximately 52.8% of the outstanding common stock of the Company as
of December 6, 2021.
The
information as to shares beneficially owned has been individually furnished by our respective directors, named executive officers and
other stockholders, or taken from documents filed with the SEC.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except
as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect,
in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company:
●
Any
of our directors or officers;
●
Any
person proposed as a nominee for election as a director;
●
Any
person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding
shares of common stock;
●
Any
of our promoters; and
●
Any
relative or spouse of any of the foregoing persons who has the same house as such person.
Director
Independence
Of
the members of the Company’s Board of Directors, Lisa Brady, John Gannon, Charles Kohnen, Jeffery Lococo and Rick Ruffolo 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).
26
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
Fees
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 October 3, 2021 and September 27, 2020 were approximately $55,000 and $48,500, respectively.
Tax
Fees
The
aggregate fees billed by TBR, for professional services rendered for tax compliance, tax advice and tax planning for the years ended
October 3, 2021 and September 27, 2020 were approximately $13,000 and $6,500, respectively.
All
Other Fees
Our
independent registered public accounting firms billed no other fees for the years ended October 3, 2021 and September 27, 2020.
Audit
Committee Pre-Approval Policies and Procedures
The
audit committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting
firm in order to assure that the provision of such services do not impair the registered public accounting firm’s independence.
27
PART
IV
ITEM
15. EXHIBITS
3.1
Articles of Incorporation of Great American Family Parks, Inc. dated July 17, 2002 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).
3.2
Amended Articles of Incorporation of Great American Family Parks, Inc. dated January 26, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).
3.3
Bylaws of Great American Family Parks, Inc. dated January 30, 2004 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).
3.4
Great American Family Parks 2005 Stock Option Plan dated February 1, 2005 (incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 4, 2005).
3.5
Amended Bylaws of the Company, as of January 17, 2011 (incorporated by reference to the Annual Report on Form 10-KT filed by the Company on December 29, 2012).
3.6
Amended Bylaws of the Company as of June 12, 2012 (incorporated by reference to the Report on Form 8-K filed by with the Securities and Exchange Commission on July 16, 2012).
21.1
Subsidiaries
of the Registrant.
23.1
Consent
of GBQ Partners LLC dated December 9, 2021.
31.1
Certification
by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2
Certification
by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1
Certification
by Chief Executive 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.
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.
28
SIGNATURES
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
9, 2021 by the undersigned, thereunto duly authorized.
PARKS!
AMERICA, INC.
By:
/s/
Dale Van Voorhis
Dale
Van Voorhis
Chief
Executive Officer and Director
(Principal
Executive Officer)
In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
SIGNATURE
TITLE
DATE
By:
/s/
Dale Van Voorhis
Dale
Van Voorhis
Chief
Executive Officer and Director
(Principal
Executive Officer)
December
9, 2021
By:
/s/
Lisa Brady
Lisa
Brady
Director
December
9, 2021
By:
/s/
John Gannon
John
Gannon
Director
December
9, 2021
By:
/s/
Charles Kohnen
Charles
Kohnen
Director
December
9, 2021
By:
/s/
Jeffery Lococo
Jeffery
Lococo
Secretary
and Director
December
9, 2021
By:
/s/
Rick Ruffolo
Rick
Ruffolo
Director
December
9, 2021
By:
/s/
Todd R. White
Todd
R. White
Chief
Financial Officer and Director
(Principal
Financial Officer)
December
9, 2021
29
ITEM
8
PARKS!
AMERICA, INC. and SUBSIDIARIES
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated
Financial Statements of Parks! America and Subsidiaries
Page
Report
of Independent Registered Public Accounting Firm
F-2
Consolidated
Balance Sheets as of October 3, 2021 and September 27, 2020
F-4
Consolidated
Statements of Operations for the years ended October 3, 2021 and September 27, 2020
F-5
Consolidated
Statement of Changes in Stockholders’ Equity for the years ended October 3, 2021 and September 27, 2020
F-6
Consolidated
Statements of Cash Flows for the years ended October 3, 2021 and September 27, 2020
F-7
Notes
to the Consolidated Financial Statements
F-8
F- 1
Report
of Independent Registered Public Accounting Firm
Board
of Directors and Shareholders
Parks!
America, Inc.
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Parks! America, Inc. (the “Company”) as of October 3, 2021 and
September 27 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years 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 as of October 3, 2021 and
September 27, 2020, 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.
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 audits. 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 audits 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 audits, 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
audits 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 audits 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 audits provide a reasonable basis for our opinion.
F- 2
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit
matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Estimated
Redemption Rate Used to Determine Online Ticket Sales for Deferred Revenue
Customers
can purchase online admission tickets in advance of their visit. These tickets can be used anytime during a twelve month period following
the date of the ticket purchase. For such purchases, the Company estimates a redemption rate based on historical experience and other
factors and assumptions the Company believes to be customary and reasonable. The remaining portion of online ticket sales represents
tickets expected to go unused. The Company recognizes a pro-rata portion of the expected unused ticket revenue over time. The Company
reviews the estimated redemption rate on an ongoing basis and revises it as necessary. As of October 3, 2021, $192,801 of deferred revenue
related to the consideration received for advance online ticket sales.
We
identified the evaluation of the estimated redemption rate used to determine deferred revenue for online ticket sales as a critical audit
matter. Subjective auditor judgment was required to evaluate the effect of historical customer usage patterns on the estimated rate of
future use assumption.
The
following are the primary procedures we performed to address this critical audit matter. We obtained an understanding and evaluated the
design of controls over the Company’s process to develop the estimated redemption rate. We evaluated historical periods’
ticket redemption activity for indication of significant changes in customer behavior and to determine whether changes in the historical
activity were consistent with changes in the Company’s business that impact the estimated redemption rate assumption. We compared
trends of customers’ historical redemption patterns to the Company’s estimated redemption rate assumption. We assessed the
outstanding online ticket data utilized by the Company to derive the redemption rate assumption by comparing it to relevant underlying
documentation.
/s/
GBQ Partners LLC
GBQ
Partners LLC
We
have served as the Company’s auditor since 2020.
Columbus,
Ohio
December
9, 2021
F- 3
PARKS!
AMERICA, INC. and SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
As
of October 3, 2021 and September 27, 2020
October
3, 2021
September
27, 2020
ASSETS
Cash
$ 6,654,348
$ 5,505,716
Accounts
receivable
4,469
-
Inventory
314,103
200,891
Prepaid
expenses
175,248
148,732
Total
current assets
7,148,168
5,855,339
Property
and equipment, net
13,806,868
13,654,800
Intangible
assets, net
10,966
-
Other
assets
15,974
12,144
Total
assets
$ 20,981,976
$ 19,522,283
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts
payable
$ 221,414
$ 178,485
Other
current liabilities
531,347
599,390
Current
portion of long-term debt, net
699,483
1,221,009
Total
current liabilities
1,452,244
1,998,884
Long-term
debt, net
4,960,180
5,797,392
Total
liabilities
6,412,424
7,796,276
Stockholders’
equity
Common
stock; 300,000,000 shares authorized,
at $ .001 par value; 75,124,087 and 75,021,537
shares issued and outstanding, respectively
75,124
75,021
Capital
in excess of par
4,934,212
4,889,316
Treasury
stock
( 3,250 )
( 3,250 )
Retained
earnings
9,563,466
6,764,920
Total
stockholders’ equity
14,569,552
11,726,007
Total
liabilities and stockholders’ equity
$ 20,981,976
$ 19,522,283
The
accompanying notes are an integral part of these consolidated financial statements .
F- 4
PARKS!
AMERICA, INC. and SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
For
the Years Ended October 3, 2021 and September 27, 2020
1
2
For
the year ended
October
3, 2021
September
27, 2020
Net
sales
$ 11,655,658
$ 9,440,986
Sale
of animals
206,833
66,278
Total
net sales
11,862,491
9,507,264
Cost
of sales
1,489,196
962,047
Selling,
general and administrative
5,817,986
4,115,323
Depreciation
and amortization
704,016
576,139
Tornado
damage insurance recovery
-
( 24,373 )
Loss
on disposal of operating assets
90,105
29,121
Income
from operations
3,761,188
3,849,007
Other
income, net
65,314
27,788
Gain
on extinguishment of debt
189,988
-
Interest
expense
( 335,944 )
( 182,926 )
Income
before income taxes
3,680,546
3,693,869
Income
tax provision
882,000
926,400
Net
income
$ 2,798,546
$ 2,767,469
Income
per share - basic and diluted
$ 0.04
$ 0.04
Weighted
average shares
outstanding (in 000’s) - basic and diluted
75,094
74,965
The
accompanying notes are an integral part of these consolidated financial statements.
F- 5
PARKS!
AMERICA, INC. and SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the Years Ended October 3, 2021 and September 27, 2020
1
2
3
4
5
Capital
in
Shares
Amount
Excess
of Par
Treasury
Stock
Retained
Earnings
Total
Balance
at September 29, 2019
74,821,537
$ 74,821
$ 4,855,516
$ ( 3,250 )
$ 3,997,451
$ 8,924,538
Issuance
of common stock to Directors
200,000
200
33,800
-
-
34,000
Net
income for the year
ended September 27, 2020
-
-
-
-
2,767,469
2,767,469
Balance
at September 27, 2020
75,021,537
75,021
4,889,316
( 3,250 )
6,764,920
11,726,007
Beginning balance, value
75,021,537
75,021
4,889,316
( 3,250 )
6,764,920
11,726,007
Issuance
of common stock to Directors
102,550
103
44,896
-
-
44,999
Net
income for the year
ended October 3, 2021
-
-
-
-
2,798,546
2,798,546
Balance
at October 3, 2021
75,124,087
$ 75,124
$ 4,934,212
$ ( 3,250 )
$ 9,563,466
$ 14,569,552
Ending
balance, value
75,124,087
$ 75,124
$ 4,934,212
$ ( 3,250 )
$ 9,563,466
$ 14,569,552
The
accompanying notes are an integral part of these consolidated financial statements.
F- 6
PARKS!
AMERICA, INC. and SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
For
the Years Ended October 3, 2021 and September 27, 2020
1
2
For
the year ended
October
3, 2021
September
27, 2020
OPERATING
ACTIVITIES:
Net
income
$ 2,798,546
$ 2,767,469
Reconciliation
of net income to net cash provided by operating activities:
Depreciation
and amortization expense
704,016
576,139
Interest
expense - debt financing cost amortization
16,366
4,603
Interest
expense - loan discount amortization
13,985
7,517
Loss
on disposal of assets
90,105
29,121
Stock-based
compensation
44,999
34,000
Gain
on extinguishment of debt
( 189,988 )
-
Changes
in assets and liabilities
(Increase)
decrease in accounts receivable
( 4,469 )
-
(Increase)
decrease in inventory
( 113,212 )
4,310
(Increase)
decrease in prepaid expenses
( 26,516 )
( 1,203 )
Increase
(decrease) in accounts payable
42,929
82,215
Increase
(decrease) in other current liabilities
( 68,043 )
176,230
Net
cash provided by operating activities
3,308,718
3,680,401
INVESTING
ACTIVITIES:
Acquisition
of property and equipment
( 988,901 )
( 525,409 )
Acquisition
of Aggieland Safari
-
( 6,373,500 )
Tradename
registrations
( 10,966 )
-
Proceeds
from the disposition of property and equipment
39,943
17,832
Net
cash used in investing activities
( 959,924 )
( 6,881,077 )
FINANCING
ACTIVITIES:
Payments
on 2018 Term Loan
( 1,164,113 )
( 207,135 )
Payments
on 2020 Term Loan
( 1,173,589 )
-
Payments
on 2021 Term Loan
( 60,946 )
-
Payment
of Note to Seller of Aggieland Safari
( 750,000 )
-
Proceeds
from 2021 Term Loan
1,950,000
-
Proceeds
from 2020 Term Loan
-
5,000,000
Proceeds
from Paycheck Protection Program Loans
-
188,087
Debt
financing costs
( 1,514 )
( 62,375 )
Net
cash (used in) provided by financing activities
( 1,200,162 )
4,918,577
Net
increase in cash
1,148,632
1,717,901
Cash
at beginning of period
5,505,716
3,787,815
Cash
at end of period
$ 6,654,348
$ 5,505,716
Supplemental
Cash Flow Information:
Cash
paid for interest
$ 323,197
$ 150,484
Cash
paid for income taxes
$ 926,750
$ 844,000
Non-Cash
Investing and Financing Activities:
Note
to Seller of Aggieland Safari
$ -
$ 728,500
The
accompanying notes are an integral part of these consolidated financial statements.
F- 7
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
1. ORGANIZATION
Parks!
America, Inc. (“Parks!” or the “Company”) was originally incorporated on July 30, 1954 as Painted Desert Uranium
& Oil Co., Inc. in Washington State. On October 1, 2002, Painted Desert Uranium & Oil Co., Inc. changed its name to Royal Pacific
Resources, Inc. and its corporate domicile to the State of Nevada .
On
December 19, 2003, Royal Pacific Resources, Inc. acquired the assets of Great Western Parks LLC pursuant to a Share Exchange Agreement
that resulted in the Company assuming control and changing the corporate name to Great American Family Parks, Inc. The acquisition was
accounted for as a reverse acquisition in which Great Western Parks was considered to be the acquirer of Royal Pacific Resources for
reporting purposes. On June 11, 2008, the Company changed its name from Great American Family Parks, Inc. to Parks! America, Inc.
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”), 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”). 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
Company’s Parks are open year round, but experience increased seasonal attendance, typically beginning in the latter half of March
through early September. As a result, combined third and fourth quarter net sales have historically ranged from 68% to 72% of annual
attendance based net sales. For the Company’s 2021 fiscal year, the first full year including Aggieland Safari, combined third
and fourth quarter net sales were approximately 60% of annual attendance based net sales.
COVID-19
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.
Beginning the week of March 9, 2020, the Company began to see a significant reduction in paid attendance at its Georgia and Missouri
Parks. Effective April 3, 2020, the Company’s Georgia and Missouri Parks were closed as a result of shelter-in-place mandates in
Georgia and Missouri. Also note that prior to the acquisition of the Texas Park, its operations were suspended for the majority of April
2020 due to a shelter-in-place mandate in Texas.
F- 8
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
1. ORGANIZATION (CONTINUED)
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 were strong at each of the Company’s three Parks for the
balance of its 2020 fiscal year, which continued throughout its 2021 fiscal year in comparison to pre-COVID-19. 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 may 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
the Company’s ability to recruit and maintain staffing, limitations on the Company’s 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 potential 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. There is also the potential for attendance levels at the Company’s Parks to moderate or decline as alternative
entertainment venues reopen to full capacity once the COVID-19 pandemic has run its course or vaccines are widely adopted and proven
effective. While attendance based net sales remain strong versus the comparable pre-COVID-19 period, the Company experienced a decline
in attendance based net sales and attendance for weeks 32 through 53 of its 2021 fiscal year versus the comparable period of its 2020
fiscal year.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation : The Company’s consolidated financial statements are presented in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). The Company believes that the disclosures made are adequate
to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary
for a fair presentation of the financial position and results of operations for the periods set forth herein.
Principles
of Consolidation : 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 inter-company accounts
and transactions have been eliminated in consolidation.
Accounting
Method : The Company recognizes income and expenses based on the accrual method of accounting.
Estimates
and Assumptions : Management uses estimates and assumptions in preparing financial statements in accordance with GAAP. Those estimates
and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Fiscal
Year End : The Company’s fiscal year-end is the Sunday closest to September 30, and its quarterly close dates are also determined
by the Sunday closest to the end of each quarterly reporting period. For the 2021 fiscal year, October 3 was the closest Sunday, and
for the 2020 fiscal year, September 27 was the closest Sunday. The 2021 fiscal year was comprised of 53-weeks, while the 2020 fiscal
year was comprised of 52-weeks. 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.
Financial
and Concentrations Risk : The Company does not have any concentration or related financial credit risks. The Company maintains
its cash in bank deposit accounts, which at times may exceed federally insured limits.
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. See “NOTE 3: ACQUISITION” for more information.
Trade
Accounts Receivable : The theme parks are primarily a payment upfront business; therefore, the Company typically carries little
or no accounts receivable. The Company had accounts receivable of $ 4,469 and $ 0 as of October 3, 2021 and September 27, 2020, respectively.
F- 9
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventory :
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 $ 314,103 and $ 200,891 as of October 3, 2021 and September 27, 2020, respectively.
Property
and Equipment : Property and equipment are stated at cost. Depreciation is computed on the straight-line method over the estimated
useful lives of the assets, which range from three to thirty-nine years. A summary is included below.
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
October
3, 2021
September
27, 2020
Depreciable
Lives
Land
$ 6,389,470
$ 6,389,470
not
applicable
Mineral
rights
276,000
276,000
25
years
Ground
improvements
2,637,050
2,334,172
7-25
years
Buildings
and structures
3,827,827
3,798,098
10-39
years
Animal
shelters and habitats
2,282,575
2,098,947
10-39
years
Park
animals
1,143,133
1,166,583
5-25
years
Equipment
- concession and related
349,849
232,281
3-15
years
Equipment
and vehicles - yard and field
607,347
556,168
3-15
years
Vehicles
- buses and rental
213,951
237,075
3-5
years
Rides
and entertainment
228,009
224,578
5-7
years
Furniture
and fixtures
28,694
26,057
5-10
years
Projects
in process
126,755
34,290
Property
and equipment, cost
18,110,660
17,373,719
Less
accumulated depreciation
( 4,303,792 )
( 3,718,919 )
Property
and equipment, net
$ 13,806,868
$ 13,654,800
Intangible
Assets : Intangible
assets consist of tradename registrations, which are reported at cost and are being amortized over a period of 15 years.
Impairment
of Long-Lived Assets : The Company reviews its major assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If an asset is considered impaired, then impairment will be recognized in
an amount determined by the excess of the carrying amount of the asset over its fair value.
Other
Current Liabilities : The following is a breakdown of other current liabilities:
SCHEDULE OF OTHER CURRENT LIABILITIES
October
3, 2021
September
27, 2020
Deferred
revenue
$ 242,318
$ 273,386
Accrued
sales taxes
64,396
69,101
Accrued
wages and payroll taxes
81,160
42,774
Accrued
property taxes
47,517
68,530
Accrued
income taxes
-
46,402
Other
accrued liabilities
95,956
99,197
Other
current liabilities
$ 531,347
$ 599,390
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 2021 and 2020 fiscal years. Securities
that are publicly traded are valued at their fair market value as of the balance sheet date presented.
F- 10
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Paycheck
Protection Program Loan Accounting Policy : Currently, there is no authoritative guidance under GAAP that addresses accounting
and reporting by a for-profit business entity that receives forgivable debt from a government entity. Accordingly, management has elected
to recognize forgivable debt received from a government entity as debt until debt extinguishment occurs when the Company is legally released
from being the obligor. Upon legal release as obligor, the Company will recognize the forgiven amount as income.
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.
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. Park admission revenues for annual passes and memberships are deferred and recognized
as revenue on a pro-rata basis over the term of the pass or membership. 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. Animal sales are recognized at a point in time when control transfers 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, and season passes and memberships were $ 242,318 and $ 273,386 as of October 3, 2021 and
September 27, 2020, 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 years ended October 3,
2021 and September 27, 2020 totaled $ 977,562
and $ 749,411 ,
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. The Company awards shares to its Board of Directors for service on the Board. The shares issued to
the Board are “restricted” and are not to be re-sold unless an exemption is available, such as the exemption afforded by
Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company recognizes the expense
based on the fair market value at time of the grant. 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.
F- 11
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income
Taxes : The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis
and the tax basis of the assets and liabilities, and are measured using the enacted tax rates and laws. Management periodically reviews
the Company’s deferred tax assets to determine whether their value can be realized based on available evidence. A valuation allowance
is established when management believes it is more likely than not, that such tax benefits will not be realized. Changes in valuation
allowances from period to period are included in the Company’s income tax provision in the period of change.
The
Company follows guidance issued by the FASB ASC 740 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 October 3, 2021 or September 27, 2020.
Basic
and Diluted Net Income (Loss) Per Share : Basic net income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if shares had been issued on the exercise any common share rights unless the
exercise becomes anti-dilutive.
Basic
and diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the applicable
weighted average number of common shares outstanding in each period.
Dividend
Policy : The Company has not yet adopted a policy regarding payment of dividends.
Recent
Accounting Pronouncements :
Credit
Losses – Financial Instruments
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses
(Topic 326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit
losses for financial assets held, replacing the existing incurred loss model. ASU 2016-13 is effective for annual reporting periods
beginning after December 15, 2022, 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.
Income
Taxes
In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes , which simplifies
the accounting for income taxes by removing certain exceptions to the general principals in ASC 740, and also clarifies and amends existing
guidance to improve consistent application. The provisions ASU 2019-12 are effective for the Company’s financial statements no
later than the fiscal year beginning October 4, 2021. The Company is in the process of evaluating the impact of this amendment on its
consolidated financial statements; however, it is not anticipated to be material.
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.
F- 12
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
3. ACQUISITION
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 $ 7.10 million, after
determination of the fair value of the seller note. The transaction was financed with a $ 5.00 million 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 $ 1.38 million. The 2020 Term Loan is secured by substantially all 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 , and required interest only monthly payments through April 2021. The Aggieland Seller Note represented a deferred portion of the
purchase price, bore no interest, matured on June 30, 2021, and was 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:
SCHEDULE OF SOURCES OF CONSIDERATION PAID TO AGGIELAND SAFARI MEMBERS
Sources
of consideration paid to Aggieland Safari Members:
Cash
advances
$ 125,000
Cash
at closing
1,250,000
2020
Term Loan
5,000,000
Aggieland
Seller Note
728,500
Less
cash received
( 1,500 )
Total
consideration
$ 7,102,000
Purchase
price allocation:
SCHEDULE OF PURCHASE PRICE ALLOCATION
Inventories
$ 10,000
Property
and equipment
7,131,000
Deferred
revenue
( 39,000 )
Total
net assets acquired
$ 7,102,000
The
purchase price has been allocated based on the estimated 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 year ended September 27, 2020 as if the acquisition had occurred
at the beginning of the Company’s 2020 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 2020 fiscal year.
SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION
For
the year ended
September
27, 2020
Total
net sales
$ 10,165,644
Net
income
$ 2,613,578
Income
per share - basic and diluted
$ 0.03
F- 13
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
4. LONG-TERM DEBT
On
June 18, 2021, the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the
“2021 Refinancing”) with Synovus Bank (“Synovus”). The 2021 Refinancing included a term loan in the original
principal amount of $ 1.95 million (the “2021 Term Loan”). The 2021 Term Loan bears interest at a rate of 3.75 % per annum
and is payable in monthly installments of approximately $ 26,480 , based on a seven-year amortization period. The 2021 Term Loan has a
maturity date of June 18, 2028 . The 2021 Term Loan is secured by a security deed on the assets of Wild Animal – Georgia. The Company
paid a total of approximately $ 1,514 in fees and expenses in connection with the 2021 Refinancing. The outstanding balance of the 2021
Term Loan was $ 1.89 million as of October 3, 2021.
On
July 11, 2018 , the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed a refinancing transaction (the
“2018 Refinancing”) with Synovus. The 2018 Refinancing included a term loan in the original principal amount of $ 1.6 million
(the “ 2018 Term Loan ”). The 2018 Term Loan had an interest rate of 5.0 % per annum and was payable in monthly payments of
approximately $ 22,672 , based on a seven-year amortization period. The 2018 Term Loan had a maturity date of June 11, 2021 , with an option
to renew at 5.0% per annum for an additional 49-month term. The 2018 Term Loan was secured by a security deed on the assets of Wild Animal
– Georgia. The Company paid a total of approximately $ 15,680 in fees and expenses in connection with the 2018 Refinancing. The
2021 Term Loan replaced the Company’s 2018 Term Loan with Synovus, which had an outstanding balance of $ 1.02 million, which was
paid off with the proceeds of the 2021 Term Loan.
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 $ 5.00
million from First Financial is
secured
by substantially all 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, and required interest only monthly payments through April 2021. The 2020 Term Loan requires monthly payments of approximately
$ 53,213
beginning in May 2021. The Company
paid a total of approximately $ 62,375
in fees and expenses in connection
with the 2020 Term Loan. On June
30, 2021 , the Company used the
incremental proceeds of the 2021 Term Loan, combined with additional funds, to paydown $ 1.00
million against the 2020 Term Loan,
which had an outstanding balance of $ 3.83
million as of October 3, 2021.
The Company was in compliance with the liquidity and annual debt coverage ratio financial covenants of the 2020 Term Loan as of September
27, 2020 and October 3, 2021, and for the years then ended.
The
Aggieland Seller Note represented a deferred portion of the Aggieland Wild Animal – Texas purchase price, had a face value of $ 750,000 ,
bore no interest, matured on June 30, 2021, and was 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, with the resulting $ 21,500 discount amortized as interest expense over the period of the Aggieland
Seller Note. On June 29, 2021, the Company paid off the Aggieland Seller Note.
As
a result of the initial 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 . 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 was two years, with an interest rate of 1.0 % per annum. All payments were deferred
for the first twelve months of these PPP loans, with accrued interest being added to the principal during the payment deferral period.
Under the terms of the CARES Act, some or all the PPP loan proceeds were eligible to be forgiven, based on use for specified purposes,
subject to limitations and ongoing rulemaking by the SBA. The Company applied for forgiveness of the full amount of both the Wild Animal
– Georgia and Wild Animal – Missouri PPP loans in March 2021. Effective March 29, 2021 and May 25, 2021 the SBA approved
the Forgiveness Applications for Wild Animal – Georgia and Wild Animal – Missouri, respectively, including forgiveness of
accrued interest, resulting in a gain on extinguishment of debt totaling $ 189,988 , during the year ended October 3, 2021.
Interest
expense of $ 335,944 and
$ 182,926 for
the years ended October 3, 2021 and September 27, 2020, respectively, includes $ 16,366
and $ 4,603 ,
respectively, of debt financing costs amortization in each period. In addition, interest expense for the years ended October 3,
2021 and September 27, 2020 includes $ 13,985
and $ 7,517
of loan discount amortization,
respectively.
F- 14
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
4. LONG-TERM DEBT (CONTINUED)
The
following table represents the aggregate of the Company’s outstanding long-term debt:
SCHEDULE OF DEBT
As
of
October
3, 2021
September
27, 2020
Loan
principal outstanding
$ 5,715,466
$ 7,089,053
Less:
unamortized debt financing costs
( 55,803 )
( 70,652 )
Gross
long-term debt
5,659,663
7,018,401
Less
current portion of long-term debt,
net
of unamortized costs and discount
( 699,483 )
( 1,221,009 )
Long-term
debt
$ 4,960,180
$ 5,797,392
As
of October 3, 2021, the scheduled future principal maturities, by fiscal year, are as follows:
SCHEDULE OF MATURITIES OF LONG-TERM DEBT
2022
705,370
2023
738,668
2024
773,565
2025
810,141
2026
848,477
thereafter
1,839,245
Total
$ 5,715,466
NOTE
5. LINE OF CREDIT
July
11, 2018 , the Company, through its wholly owned subsidiary Wild Animal – Georgia, completed the 2018 Refinancing with Synovus .
The 2018 Refinancing included a line of credit of up to $ 350,000 (the “2018 LOC”). The 2018 LOC was scheduled to mature July
11, 2021 , with an option to renew for an additional three-year term . On June 18, 2021 , the Company, through its wholly owned subsidiary
Wild Animal – Georgia, completed the 2021 Refinancing with Synovus, which in part replaced the 2018 LOC. The Company elected to
not renew the 2018 LOC, which had never been utilized.
NOTE
6. STOCKHOLDERS’ EQUITY
Shares
of common stock issued for service to the Company are valued based on market price on the date of the award.
On
December 18, 2020, the Company declared its annual compensation award to six Directors for their service on the Board of Directors. Each
Director was awarded $ 10,000 , to be paid all in shares of the Company’s common stock, all in cash or a combination thereof, at
each Director’s election. Four Directors elected to receive all shares, one Director elected to receive 50% in shares and 50% in
cash, and one Director elected all cash. Based on the closing stock price of $ 0.4388 per share on December 18, 2020, a total of 102,550
shares were distributed on January 11, 2021. The total compensation award cost of $ 60,000 was reported as an expense in the three month
period ended January 3, 2021.
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 of the Company’s common stock, all in cash or a combination thereof, at each
Director’s election. All four Directors elected to receive all shares, totaling 200,000 shares, based on the closing stock price
of $ 0.17 per share on December 5, 2019, and the Company distributed each award on January 8, 2020. The total award cost of $ 34,000 was
reported as an expense in the three month period ended December 29, 2019.
Officers,
Directors and their controlled entities own approximately 52.8 % of the outstanding common stock of the Company as of October 3, 2021.
F- 15
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Employment
Agreements:
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 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
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. Effective January 1, 2021, Mr. White’s annual
compensation was changed to $ 90,000 . Mr. White is entitled to participate in any deferred compensation plan the Company may adopt during
the term of his employment with the Company.
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. Mr. Newman had been the general manager of Wild Animal – Georgia
since February 2011. Pursuant to the Newman Employment Agreement, Mr. Newman received an initial base annual compensation of $ 95,000
per year, subject to annual review by the Board of Directors. Mr. Newman also received a $ 5,000 signing bonus. Effective as of May 1,
2020, Mr. Newman’s annual compensation was changed to $ 108,000 . The Newman Employment Agreement had a term of five years and entitled
Mr. Newman to participate in any deferred compensation plan the Company may adopt during the term of his employment with the Company.
Effective October 31, 2021, Mr. Newman resigned his employment with the Company.
As
of October 3, 2021, the Company has not adopted any deferred compensation plans. 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 ($ 116,667 in aggregate)
or (ii) in the event of a change in control of the Company ($ 381,667 in aggregate), as well as disability and death payment provisions
($ 95,000 in aggregate).
NOTE
8. INCOME TAXES
For
the years ended October 3, 2021 and September 27, 2020, the Company reported a pre-tax profit of $ 3.68 million and $ 3.69 million, respectively.
The Company’s provision for income taxes consists of the following:
SCHEDULE OF PROVISION FOR INCOME TAX
October
3, 2021
September
27, 2020
For
the year ended
October
3, 2021
September
27, 2020
Federal
$ 688,300
$ 740,800
State
193,700
185,600
Total
tax provision
$ 882,000
$ 926,400
The
Company’s provision for Federal income tax consists of the following:
SCHEDULE OF COMPONENTS OF FEDERAL INCOME TAX
Federal
income tax benefit attributable to:
October
3, 2021
September
27, 2020
For
the year ended
October
3, 2021
September
27, 2020
Provision at statutory rate
$ 772,915
$ 775,716
State
tax benefit
( 40,677 )
( 38,976 )
PPP
loan forgiveness benefit
( 39,897 )
-
Other
( 4,041 )
4,060
Net
provision for Federal income taxes
$ 688,300
$ 740,800
For
the fiscal years ended October 3, 2021 and September 27, 2020, the Company recorded a provision for State of Georgia income taxes of
$ 193,700 and $ 185,600 , respectively.
F- 16
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
9. COMMITMENTS AND CONTINGENCIES
On
February 17, 2021, two children of James Meikle, the Company’s former President and Chief Operating Officer, filed a Complaint
in the Eighth Judicial District Court, Clark County, Nevada (case no. A-21-829563-C), alleging the Company was obligated under Mr. Meikle’s
Employment Agreement to purchase at least $ 540,000 of life insurance for Mr. Meikle, who passed away on November 28, 2018. The Complaint
seeks damages of $ 540,000 , as well as interest and expenses. The Company denies it was obligated to purchase such life insurance and
has raised other issues it believes are adverse to this claim. The Company is vigorously opposing this claim.
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 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.
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.
NOTE
10. BUSINESS SEGMENTS
The
Company manages its operations on an individual location basis. Discrete financial information is maintained for each Park and provided
to corporate management for review and as a basis for decision-making. The primary performance measures used to allocate resources are
Park earnings before interest and tax expense, and free cash flow.
The
following tables present financial information regarding each of the Company’s reportable segments:
SCHEDULE OF REVENUE BY REPORTING SEGMENTS
October
3, 2021
September
27, 2020
For
the year ended
October
3, 2021
September
27, 2020
Total
net sales:
Georgia
$ 8,067,808
$ 6,878,994
Missouri
1,792,112
1,449,781
Texas
2,002,571
1,178,489
Consolidated
$ 11,862,491
$ 9,507,264
Total
net sales
$ 11,862,491
$ 9,507,264
Income
(loss) before income taxes:
Georgia
$ 4,517,649
$ 4,113,926
Missouri
202,597
84,836
Texas
( 62,922 )
433,916
Segment
total
4,657,324
4,632,678
Corporate
( 896,136 )
( 783,671 )
Other
income, net
65,314
27,788
Gain
on extinguishment of debt
189,988
-
Interest
expense
( 335,944 )
( 182,926 )
Consolidated
$ 3,680,546
$ 3,693,869
Income before income taxes
$ 3,680,546
$ 3,693,869
F- 17
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
October
3, 2021
NOTE
10. BUSINESS SEGMENTS (CONTINUED)
October
3, 2021
September
27, 2020
For
the year ended
October
3, 2021
September
27, 2020
Depreciation
and amortization:
Georgia
$ 273,900
$ 258,779
Missouri
223,338
238,560
Texas
206,778
78,800
Corporate
30,351
12,120
Consolidated
$ 734,367
$ 588,259
Depreciation
and amortization
$ 734,367
$ 588,259
Capital
expenditures
Georgia
$ 513,676
$ 193,116
Missouri
251,236
190,928
Texas
223,989
141,365
Consolidated
$ 988,901
$ 525,409
Capital
expenditures
$ 988,901
$ 525,409
October
3, 2021
September
27, 2020
As
of
October
3, 2021
September
27, 2020
Total
assets:
Georgia
$ 9,785,396
$ 8,352,457
Missouri
3,388,808
3,120,166
Texas
7,554,842
7,919,577
Corporate
252,930
130,083
Consolidated
$ 20,981,976
$ 19,522,283
Total
assets
$ 20,981,976
$ 19,522,283
NOTE
11. SUBSEQUENT EVENTS
The
Company has analyzed its operations subsequent to October 3, 2021 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.
F- 18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.