What changed in this filing

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Item 1A. Risk Factors

2023-12-12 compared with 2022-12-15 · 62 added, 106 removed, 144 unchanged (54% of the section changed)

10 unchanged sentences

Factors Relating to Our Business:

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.

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 the potential to have a material impact on the Company’s 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 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.

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, 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.

example, during March 26-27, 2023, our Georgia Park experienced extensive damage, caused by an EF-3 tornado and over nine inches of rain,

resulting in more than 4,500 fallen trees and damage to many of the Park’s animal enclosures, fencing and other infrastructure.

Our Georgia park was subsequently closed for 20 days, including for most of its traditionally busy spring break period, which has historically

comprised approximately 10%-15% of its annual revenue.

Also, during February 2021 our Texas Park was closed for several weeks, experienced

power outages and sustained property damage associated with several severe winter storms.

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

predict the frequency, duration or severity of these activities and the effect that they may have on our business, financial condition

or results of operations.

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 COVID-19

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

The COVID-19 pandemic has

severely impacted and will likely continue to impact many of these factors.

A general economic slowdown or recession resulting in a decrease

in discretionary spending could adversely affect the frequency with which guests choose to visit our parks and the amount that our guests

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.

A general economic slowdown or recession resulting in a decrease in

discretionary spending could adversely affect the frequency with which guests choose to visit our parks and the amount that our guests

spend when they visit.

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by adverse economic conditions in the U.S.

For example, our ability to obtain gift shop merchandise had been adversely impacted

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

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.

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

or results of operations.

For example, our ability to obtain gift shop merchandise was adversely impacted

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

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.

Theme Park Industry is highly competitive, and we may be unable to compete effectively.

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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.

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

Competition for acquisition opportunities in the theme park industry is intense as there are a limited number of parks within the United

States that could reasonably qualify as acquisition targets for us.

Our acquisition strategy is dependent upon, among other things, our

business plan includes expansion via the acquisition of additional local or regional entertainment assets and attractions.

be no assurance that we will be successful in acquiring and operating additional local or regional entertainment assets and

Competition for acquisition opportunities in the attractions industry is intense as there are a limited number of parks

within the United States that could reasonably qualify as acquisition targets for us.

Our acquisition strategy is dependent upon,

among other things, our ability to:

identify acquisition opportunities;

obtain debt and equity financing;

and obtain necessary regulatory approvals.

to pursue our acquisition strategy may be hindered if we are not able to successfully identify acquisition targets or obtain the necessary

financing or regulatory approvals, including but not limited to those arising under federal and state antitrust and environmental laws.

and obtain necessary

regulatory approvals.

Our ability to pursue our acquisition strategy may be hindered if we are not able to successfully identify

acquisition targets or obtain the necessary financing or regulatory approvals, including but not limited to those arising under

federal and state antitrust and environmental laws.

amounts of additional financing may be necessary for the implementation of our Business Plan.

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these officers could have a material adverse effect upon our business, financial condition or results of operations.

our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical

and managerial personnel.

Competition for qualified employees among companies in the theme park industry is intense, and the loss of

any such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion

of the Company’s activities, could have a materially adverse effect on the Company.

The inability of the Company to attract and

retain the necessary personnel, and consultants and advisors could have a material adverse effect on the Company’s business, financial

condition or results of operations.

success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified

technical and managerial personnel.

Competition for qualified employees among companies in the theme park industry is intense, and

the loss of any such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for

the expansion of the Company’s activities, could have a materially adverse effect on the Company.

The inability of the Company

to attract and retain the necessary personnel, and consultants and advisors could have a material adverse effect on the

Company’s business, financial condition or results of operations.

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.

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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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.

privacy regulation and our ability to comply could harm our business.

(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,

however, 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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on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by our Board of Directors.

The provisions of credit agreements, which we may enter into from time to time, may also restrict the declaration of dividends on our

common stock.

The provisions of credit agreements, which we may enter from time to time, may also restrict the declaration of dividends on our common

UNRESOLVED STAFF COMMENTS

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