What changed in this filing

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Item 1A. Risk Factors

2022-12-15 compared with 2021-12-09 · 82 added, 58 removed, 168 unchanged (45% of the section changed)

10 unchanged sentences

Factors Relating to Our Business:

COVID-19 pandemic and measures taken in response thereto may have a material negative impact on our business, results of operations and

cash flows, and financial condition.

The extent of the impact is dependent upon future developments, which are highly uncertain and difficult

COVID-19 pandemic or similar public health risks and measures taken in response thereto may have a material negative impact on our business,

results of operations and cash flows, and financial condition.

The extent of the impact is dependent upon future developments, which

are highly uncertain and difficult to predict.

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

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

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

April 3, 2020, both 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, our Georgia Park reopened on May 1,

2020 and our Missouri Park reopened on May 4, 2020, with the drive-through portion of our Texas Park reopening on May 1, 2020 and the

park was fully reopened on May 15, 2020.

Since we reopened each of our Parks, attendance levels at each facility were strong for the

balance of our 2020 fiscal year, which continued throughout our 2021 fiscal year, compared to pre-COVID 19 comparable periods.

our business has experienced a rebound subsequent to the reopening of our Parks, there may be longer-term negative impacts to our business,

implemented several measures to mitigate the impacts of the pandemic on our business and financial position.

During the initial shutdown

period, we reduced staffing, applied for and received Paycheck Protection Program loans and reduced discretionary spending.

we delayed closing the Texas Park acquisition to renegotiate various terms, primarily focused on reducing the cash requirements of the

acquisition in the subsequent year.

early April 2020, our Georgia and Missouri Parks closed to the public due to shelter-in-place mandates.

In addition, our Texas Park

was closed to the public for the month prior to its acquisition, due to a shelter-in-place mandate.

In compliance with respective

state issued guidelines, each of our parks reopened in early May 2020.

After reopening, attendance levels increased significantly at

each of our parks for the balance of its 2020 fiscal year, which continued throughout our 2021 fiscal year in comparison to

comparable pre-COVID-19 periods.

While attendance based net sales remain higher compared to pre-COVID-19 periods, we experienced a

decline in comparable year-over-year attendance based net sales and attendance for the last 22 weeks of our 2021 fiscal year and for

our entire 2022 fiscal year, respectively.

the COVID-19 pandemic illustrates, our future operations are dependent on factors outside of our knowledge or control, including the

duration and severity of this pandemic or similar public health risks.

While we have experienced attendance gains and strong cash flow

in comparison to periods preceding the beginning of the COVID-19 pandemic, there may be longer-term negative impacts to our 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 our Parks are located.

Despite our efforts to manage these impacts, the ultimate impact may be material, and will depend on a number of factors beyond our control,

including the duration and severity of the COVID-19 pandemic, the emergence of variants of the COVID-19 virus, and actions by governmental

authorities taken to contain its spread and mitigate its public health effects.

There is also the potential for our attendance levels

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.

extent and duration of longer-term impacts of the COVID-19 pandemic on customer perceptions of our Parks are largely uncertain and dependent

upon future developments that cannot be accurately predicted.

There is no recent historical precedent that provides insights into the

longer-term impacts that the COVID-19 pandemic will have on consumer behavior.

As a result, the ultimate impact is highly uncertain and

subject to change.

We do not yet know the full extent COVID-19 will have on our overall business, results of operations and cash flows,

and financial position.

COVID-19 and the resulting economic disruptions have also led to significant volatility in the capital markets.

As a smaller public company, our ability to access cash is already difficult and the impacts of COVID-19 on capital markets has likely

had negatively impacted our ability to raise additional capital at a reasonable cost.

These negative impacts may include

changes in customer behavior and preferences, increases in operating expenses to meet consumer expectations and perceptions, limitations

in our ability to recruit and maintain staffing, as well as increasing wages required retain and recruit staff.

There is also the potential

for attendance levels at our parks to moderate or decline as alternative entertainment venues are now open and consumers have broader

travel and entertainment options.

extent and duration of longer-term impacts of the COVID-19 pandemic or similar public health risks on customer perceptions of our parks

are largely uncertain and dependent upon future developments that cannot be accurately predicted.

There is no recent historical precedent

that provides insights into the longer-term impacts that the COVID-19 pandemic will have on consumer behavior.

As a result, the ultimate

impact is highly uncertain and subject to change.

We do not yet know the full extent COVID-19 will have on our overall business, results

of operations and cash flows, and financial position.

COVID-19 and the resulting economic disruptions have also led to significant volatility

in the capital markets.

As a smaller public company, our ability to access cash is already difficult and the impacts of COVID-19 on capital

markets has likely negatively impacted our ability to raise additional capital at a reasonable cost.

economic conditions may have an adverse impact on our business, financial condition or results of operations.

business and operating results can be impacted by a number of macroeconomic factors, including but not limited to consumer confidence

and spending levels, tax rates, unemployment, consumer credit availability, raw materials costs, pandemics (such as the ongoing COVID-19

and spending levels, tax rates, unemployment, consumer credit availability, raw materials costs, pandemics (such as the COVID-19

pandemic) and natural disasters, fuel and energy costs (including oil prices), and credit market conditions.

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by recent supply chain distributions at least in part attributed to collateral impacts from COVID-19.

beyond our control could damage our properties and could adversely impact attendance at our parks and result in decreased revenues.

Similarly, our plans to open a new giraffe exhibit at out Georgia Park experienced delays during our 2022 fiscal

year, in large part due building material price increases and labor storages in the construction industry.

beyond our control, including natural disasters or extreme weather, could damage our properties and could adversely impact attendance at our parks and result in decreased revenues.

disasters, public heath crises, epidemics, pandemics, such as the outbreak of COVID-19, terrorist activities, power outages or other

events outside our control could disrupt our operations, impair critical systems, damage our properties or reduce attendance at our parks

or require temporary park closures.

Damage to our properties could take a long time to repair and there is no guarantee that we would

have adequate insurance to cover the costs of repair or the expense of the interruption to our business.

Furthermore, natural disasters

such as fires, earthquakes or hurricanes may interrupt or impede access to our affected properties or require evacuations and may cause

attendance at our affected properties to decrease for an indefinite period.

For example, our Texas Park was closed for several weeks,

experienced power outages and sustained property damage associated with winter storms in February 2021.

The occurrence of such events

could have a material adverse effect on our business, financial condition and results of operations.

events outside our control could disrupt our operations, impair critical systems, damage our properties or reduce attendance at our

parks or require temporary park closures.

Damage to our properties could take a long time to repair and there is no guarantee that

we would have adequate insurance to cover the costs of repair or the expense of the interruption to our business.

natural disasters such as fires, earthquakes, hurricanes or extreme weather events linked to climate change, may interrupt or impede

access to our affected properties or require evacuations and may cause attendance at our affected properties to decrease for an

indefinite period.

For example, our Texas Park was closed for several weeks, experienced power outages and sustained property damage

associated with winter storms in February 2021.

The occurrence of such events could have a material adverse effect on our business,

financial condition and results of operations.

cannot predict the frequency, duration or severity of these activities and the effect that they may have on our business, financial condition

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maintain a variety of business licenses issued by federal, state and local government agencies that are required to be renewed periodically.

We cannot guarantee that we will be successful in renewing all of our licenses on a periodic basis.

We cannot guarantee that we will be successful in renewing all our licenses on a periodic basis.

The suspension, termination or expiration

of one or more of these licenses could have a significant adverse affect on our revenues and profits.

In addition, any changes to the requirements for any of our licenses could affect our ability to maintain the licenses.

of one or more of these licenses could have a significant adverse effect on our revenues and profits.

In addition, any changes to the

requirements for any of our licenses could affect our ability to maintain the licenses.

insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

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may not identify or complete acquisitions in a timely, cost-effective manner, if at all.

business plan includes expansion via the acquisition of additional local or regional theme parks and attractions, if attractive opportunities

business plan includes expansion via the acquisition of additional local or regional theme parks and attractions.

There can be no assurance that we will be successful in acquiring and operating additional local or regional theme parks and attractions.

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condition or results of operations.

labor and employee benefit costs may reduce our results of operations.

We also depend on a seasonal workforce, many of whom are

paid at minimum wage.

labor and employee benefit costs may negatively impact our results of operations.

We also depend on a seasonal workforce, many of whom are paid

at or near minimum wage.

is a primary component in the cost of operating our business.

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could have an adverse impact on our results of operations.

We anticipate that the recent upward pressures on general wage rates will

increase our salary, wage and benefit expenses in our 2022 fiscal year and beyond, and further legislative changes or competitive wage

rates could continue to increase these expenses in the future.

We anticipate that the recent upward pressures on general wage rates may increase

our salary, wage and benefit expenses in our 2023 fiscal year and beyond, and further legislative changes or competitive wage rates could

continue to increase these expenses in the future.

Data privacy regulation and our ability

to comply could harm our business.

We (or third parties on our behalf) collect,

store and use personal information and other customer data we receive through online ticket sales, marketing, mailing lists, and guest

reservations.

There are multiple federal, state and local laws regarding privacy and protection of personal information and data, and

these laws and regulations continue to evolve.

For example, many states have passed laws requiring notification to customers when there

is a security breach involving their personal data and multiple jurisdictions are considering legislation that may impose liability if

a business fails to properly safeguard personal information of its customers.

Maintaining compliance with applicable security and privacy

regulations may increase our operating costs.

While we believe our cybersecurity measures are adequate, if we were to experience a data

breach, we could be subject to fines, penalties and/or costly litigation.

Factors Relating to Our Common Stock:

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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 1A. Risk Factors