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Item 7. Management’s Discussion and Analysis

2025-12-12 compared with 2024-12-13 · 486 added, 314 removed, 99 unchanged (89% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying

consolidated financial statements and provides additional information on our businesses, current developments, financial condition, cash

flows and results of operations.

The following discussion should be read in conjunction with our consolidated financial statements for

the fiscal year ended September 29, 2024 provided in this Annual Report on Form 10-K.

Certain statements contained herein may constitute

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements involve a number

of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein.

forward-looking information set forth in this Annual Report on Form 10-K is based on management’s current views and assumptions

regarding future events, and speak only as of the date of this report.

We assume no obligation

to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting

these forward-looking statements, except as required by applicable law, including the securities laws of the United States and the rules

and regulations of the SEC.

More information about potential factors that could affect our business and financial results is included

in the section entitled “ Risk Factors ” in this Annual Report on Form 10-K.

our wholly owned subsidiaries, we own and operate three regional safari parks and are in the business of acquiring, developing and operating

local and regional entertainment assets in the United States.

Our 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 park in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns

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

Aggieland Wild Animal –

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

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

Combined third and fourth quarter park revenues were 61.4% and 60.4% of annual park revenues for our 2024 and 2023 fiscal

years, respectively.

table below outlines our annual net sales, reported and adjusted income before income taxes, earnings before interest, taxes, depreciation

and amortization, and non-recurring items (“Adjusted EBITDA”), and net cash provided by operating activities for the last

five fiscal years.

We believe attendance at our parks benefited starting in May 2020 through August 2022 from the COVID-19 pandemic which

drove an increase in demand for outdoor entertainment.

Our park revenue remains above pre-pandemic levels, however, is down from the

high in our 2021 fiscal year.

In our 2023 fiscal year park revenue was

negatively impacted by approximately $1.0 million at our Georgia Park from the March severe weather and tornado event, subsequent closure

and multi-phased reopening.

Total revenues

Reported income (loss) before income taxes

% of total revenues

Adjusted income (loss) before income taxes (*)

% of total revenues

Adjusted EBITDA

% of total revenues

Net cash provided by operating activities

% of total revenues

Excludes net contested proxy and related expenses of $2.04 million, a legal settlement charge of $75,000 and tornado related insurance

proceeds of $53,755 in 2024;

net tornado expenses and asset write-offs of $368,955 in 2023;

a $100,000 legal settlement charge in 2022;

a $189,988 gain on extinguishment of debt in 2021;

and $24,373 of tornado related insurance proceeds in 2020.

EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles (“GAAP”)

and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance

We believe that Adjusted EBITDA is a meaningful measure as it is widely used by analysts, investors and comparable companies

in the entertainment and attractions industry to evaluate our operating performance on a consistent basis, as well as more easily compare

our results with those of other companies in our industry.

We also believe Adjusted EBITDA is a meaningful measure of park-level operating

profitability.

Adjusted EBITDA is a supplemental measure of our operating results and is not intended to be a substitute for operating

income, net income or cash flows from operating activities as defined under GAAP.

following table provides a reconciliation of our income before income taxes to our Adjusted EBITDA for our last five fiscal years:

Income before income taxes

$ (1,479,797 )

Depreciation and amortization

(Gain) loss on disposal of operating assets, net

Contested proxy and related matters, net

Tornado damage and expenses, net

Legal settlement

Interest expense

Gain on extinguishment of debt

Adjusted EBITDA

should read the following discussion in conjunction with the Consolidated Financial Statements and accompanying notes included elsewhere

in this Annual Report on Form 10-K.

Managements’ Discussion and Analysis of Financial Condition and Results of Operations contains

forward-looking statements.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors

that could cause actual results to differ materially from those made, projected or implied in forward-looking statements.

See “Cautionary

Statement Concerning Forward-Looking Statements” below and Item 1A, Risk Factors, in this Annual Report on Form 10-K for a discussion

of the uncertainties, risks and assumptions associated with these statements.

section discusses our results of operations for the year ended September 28, 2025 as compared to the year ended September 29, 2024.

used in this Annual Report on Form 10-K, references to the “Company”, “Parks!

America”, “we”, “us”,

“our” and similar terms refer to Parks America, Inc.

Our fiscal year ends on the Sunday closest to September 30.

own and operate three regional safari parks and are in the business of acquiring, developing and operating local and regional entertainment

assets in the United States.

Our 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 Pine Mountain located in Pine Mountain, Georgia (the “Georgia Park”).

Wild Animal – Missouri owns and operates

the Wild Animal Safari Springfield located in Strafford, Missouri (the “Missouri Park”).

Aggieland Wild Animal – Texas

owns and operates the Aggieland Safari located near Bryan/College Station, Texas (the “Texas Park”).

of the parks is overseen by a general manager and operates autonomously.

Management reviews operating results, evaluates performance

and makes operating decisions, including allocating resources, on a park-by-park basis.

Discrete financial information and operating

results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (“CODM”) for review

and as a basis for decision making.

of Presentation

Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Parks!

America, Inc.

subsidiaries.

All intercompany transactions and balances have been eliminated.

Company’s operations are seasonal.

Our parks are open year-round, and we experience increased seasonal attendance, typically beginning

in the latter half of March through early September, and historically have realized a significant portion of our annual park revenue

during our third and fourth fiscal quarters.

We generated approximately 64.0% and 61.4% of our annual park revenue in the third and fourth

fiscal quarters of Fiscal 2025 and Fiscal 2024, respectively.

Proxy and Related Matters

December 22, 2023, Focused Compounding Fund, LP (together with the participants in its solicitation, “Focused Compounding”)

submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of

stockholders (the “Special Meeting”).

The Special Meeting was held for the purpose of asking stockholders to consider and

vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal

for the election of a new Board of Directors comprised entirely of Focused Compounding’s slate of three candidates.

Meeting was held on February 26, 2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes

of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.

submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special

The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including

a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board

of Directors comprised entirely of Focused Compounding’s slate of three candidates.

The Special Meeting was held on February 26,

2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders

who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.

January 19, 2024, following Focused Compounding’s submission to the Company, we adopted a rights plan (the “Rights Plan”),

which provided, among other things, that if specified events occurred, our stockholders would be entitled to purchase additional shares

of our common stock.

On January 18, 2025, the Rights Plan expired pursuant to its terms.

March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each

17 unchanged sentences

Gannon is also the Portfolio Manager at Focused Compounding.

engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest and

for the year ended September 29, 2024, we incurred $2.04 million of associated expenses, net.

As of September 29, 2024, we had approximately

$982,200 of unpaid expenses associated with the contested proxy and related matters.

We are working with our directors and officers insurance

carrier regarding potential insurance coverage related to the expenses associated with the contested proxy and related matters.

CONTESTED PROXY AND RELATED MATTERS” of the Notes to the Consolidated Financial Statements included in this Annual Report on

Form 10-K for additional information.

Park Severe Weather and Tornado

the year ended October 1, 2023, we incurred $780,941 of Georgia Park severe weather and tornado related expenses, primarily due to

tree and other debris removal, repairing and replacing underground water pipes throughout the property, as well as general clean-up

In addition, we had tornado and severe weather-related asset write-offs of $275,297, primarily associated with damage to

various animal exhibits, several buildings, fencing and other infrastructure.

These expenses and asset write-offs were partially

offset by insurance proceeds totaling $687,283, net of deductibles and co-insurance.

We also estimate our Georgia park revenues for

our 2023 fiscal year were negatively impacted by approximately $1.0 million as a result of the severe weather and tornado event,

subsequent closure and multi-phased reopening.

For the year ended September 29, 2024, we received the final expected insurance

proceeds of $53,755 related to the Georgia Park 2023 tornado event.

TORNADO EXPENSES AND ASSET WRITE-OFFS”

of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional

and Segment Results of Operations for the Year Ended September 29, 2024 as Compared to the Year Ended October 1, 2023

manage our operations on an individual location basis.

Discrete financial information is maintained for each park and provided to our

corporate management for review and as a basis for decision-making.

The primary performance measures used to allocate resources are park

earnings before interest, tax, depreciation and amortization, and free cash flow.

We use park earnings before interest, tax, depreciation

and amortization, and free cash flow as a measure of profitability to gauge segment performance because we believe this measure is the

most indicative of performance trends and the overall earnings potential of each segment.

following table shows our consolidated and segment operating results for the years ended September 29, 2024 and October 1, 2023:

Missouri Park

Total revenues

Segment income

Segment income margin %

Corporate expenses

Depreciation and amortization

Loss on asset disposals, net

Contested proxy and related matters, net

Tornado expenses and write-offs, net

Legal settlement

Other income, net

Interest expense

engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest.

In Fiscal 2025, contested proxy and related matters, net was a credit of $670,814 compared to contested proxy and related matters expense,

net of $2.04 million in Fiscal 2024.

The $670,814 credit in Fiscal 2025 consisted of $567,157 of insurance proceeds received under our

directors and officers insurance related to this matter during First Quarter 2025.

These proceeds were used to pay certain legal bills

associated with the contested proxy and related matters.

In addition, a credit of $103,657 was recognized in Third Quarter 2025 from

the reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement of outstanding invoices.

See Note 3, Contested Proxy and Related Matters , to the Consolidated Financial Statements.

Reverse/Forward

the annual shareholder meeting held on March 7, 2025, the stockholders voted to approve the amendments to the Company’s Articles

of Incorporation to effect a 1 for 500 reverse stock split of the Company’s common stock followed immediately by an amendment to

the Company’s Restated Articles of Incorporation to effect a 5 for 1 forward stock split of the Company’s Common Stock, herein

referred to as the Reverse/Forward Stock Split.

April 1, 2025, the Board of Directors authorized the implementation of the Reverse/Forward Stock Split.

April 10, 2025, the Company filed a certificate of amendment to the Company’s Articles of Incorporation (“Charter”)

with the Secretary of State of the State of Nevada to effect a 1-for-500 reverse stock split of the shares of the Company’s common

stock, par value $0.001 per share followed immediately by the filing of a certificate of amendment to the Charter with the Secretary

of State of the State of Nevada to effect a 5-for-1 forward stock split of the Company Common Stock.

immediate goal of the Reverse/Forward Stock Split was to reduce excessive administrative costs associated with having a disproportionately

large number of stockholders who owned relatively few shares.

on April 30, 2025, at 5:00 p.m.

Eastern Time, the Company effected a 1-for-500 reverse stock split of the shares of the Company’s

common stock, followed immediately by a 5-for-1 forward stock split of the shares of the Company’s common stock at 5:01 p.m.

Time herein referenced as the Reverse/Forward Stock Split.

to and on May 1, 2025, the Company’s common stock was traded on the OTC Pink Market.

Effective May 2, 2025, the

Company’s common stock began and continues to be traded on the OTCQX Market.

As a result of the Reverse/Forward Stock Split,

the Company’s common stock traded on a post-split basis under the symbol “PRKAD” for 20 trading days, including

the effective date of April 30, 2025, after which it reverted to “PRKA.”

fractional shares were issued in connection with the Reverse/Forward Stock Split.

Instead, the Company paid cash (without interest)

to any stockholder who would be entitled to receive a fractional share as a result of the Reverse/Forward Stock Split:

who held fewer than 500 shares immediately prior to the Reverse Stock Split were paid in cash (without interest) an amount equal

to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common

Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective

Date of the Reverse Stock Split;

remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse/Forward Stock Split

were paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the

Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding

the effective date of the Reverse/Forward Stock Split (with such average closing sales prices being adjusted to give effect to the

Reverse/Forward Stock Split).

of Operations

Our fiscal year end is on the Sunday closest to September 30 each year.

The fiscal periods in this report are presented as

follows, unless the context otherwise requires:

following table sets forth, for the periods indicated, selected income statement data.

of Total Revenue

Cost of sales (exclusive of depreciation and amortization)

general and administrative

and amortization

proxy and related matters, net

expenses and write-offs, net

operating expenses, net

(loss) from operations

(income), net

(loss)before income taxes

tax expense (benefit)

income (loss)

$ (1,094,481 )

Missouri Park

Total park revenues

total revenues for the year ended September 29, 2024 were $9.91 million, an increase of $472,012, compared to the year ended October

Our park revenues increased by $404,761 or 4.4% and animal sales increased by $67,251.

In mid-January 2024 we completed the

strategic switch to a new online ticketing platform.

While this change had a net neutral impact on our profitability, we no longer directly

up-charge customer transaction fees.

On a pro forma basis, adjusting for the impact of our Georgia Park closure and phased reopening

that extended over roughly an eight week period during the year ended October 1, 2023, as well as the change in accounting for customer

transaction processing fees, our park revenues for the year ended September 29, 2024 decreased by approximately $470,800 or 4.6%.

park revenues were $5.88 million, an increase of $52,387 or 0.9%.

On a pro forma basis, adjusting for the tornado damage closure and

phased reopening, as well as the change in accounting for transaction processing fees, Georgia park revenue decreased by approximately

of Non-GAAP Financial Measures

addition to our net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the

following non-GAAP measures:

Adjusted net income (loss) and Adjusted EBITDA.

believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed

excluding the effects of significant non-recurring and non-operational items.

We believe the use of the non-GAAP financial measures facilitates

comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between

periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent

with management’s own methods for evaluating business performance.

methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar

As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.

Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating

investment decisions as these measures may exclude a number of important cash and non-cash recurring items.

net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below.

adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance

and useful to investors.

Other significant non-recurring and non-operational items, while periodically affecting our results, may vary

significantly from period to period and have disproportionate effects in a given period, which affects comparability of results and are

described below:

proxy and related matters, net – expenses incurred related to the contested proxy, as well as related directors and officers

insurance proceeds for Fiscal 2025 and Fiscal 2024.

expenses and write-offs, net – final insurance proceeds received for tornado recovery expenses for Fiscal 2024.

settlement – charge for payment of legal settlement for Fiscal 2024.

following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income and Adjusted diluted

net income per share:

income (loss)

$ (1,094,481 )

proxy and related matters, net

expenses and write-offs, net

net income (2)

diluted net income per share (2)

Diluted weighted

average common shares outstanding (2)

tax impact of adjustments is calculated at the applicable U.S.

Federal and State statutory rates.

period amounts have been adjusted to reflect the Reverse/Forward Stock Split that became effective on April 30, 2025.

Refer to Note

7, Stockholders Equity for further information about the Reverse/Forward Stock Split.

Adjusted EBITDA is a non-GAAP measurement, management believes that Adjusted EBITDA is a meaningful measure as it is widely used by analysts,

investors and comparable companies in the entertainment and attractions industry to evaluate our operating performance on a consistent

basis, as well as more easily compare our results with those of other companies in our industry.

We also believe Adjusted EBITDA is a

meaningful measure of park-level operating profitability.

Adjusted EBITDA is a supplemental measure of our operating results and is not

intended to be a substitute for operating income, net income or cash flows from operating activities as defined under GAAP.

significant items, while periodically affecting our results, may vary significantly from period to period and have disproportionate effects

in a given period, which affects comparability of results and are described below:

proxy and related matters, net – expenses incurred related to the contested proxy, as well as related directors and officers

insurance proceeds for Fiscal 2025 and Fiscal 2024.

expenses and write-offs, net – final insurance proceeds received for tornado recovery expenses for Fiscal 2024.

settlement – charge for payment of legal settlement for Fiscal 2024.

gain or loss on disposal of property and equipment – disposal of property and equipment for Fiscal 2025 and Fiscal 2024.

following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to

Adjusted EBITDA:

income (loss)

$ (1,094,481 )

tax expense (benefit)

and amortization

proxy and related matters, net

expenses and write-offs, net

on disposal of property and equipment, net

and Segment Results of Operations Fiscal 2025 as Compared to Fiscal 2024

manage our operations on an individual park location basis.

Discrete financial information is maintained for each park and provided to

our President, as CODM, for review and as a basis for decision making.

The primary performance

measures used by the CODM to allocate resources is segment income/(loss), defined as park earnings before interest, tax, depreciation

and amortization, and free cash flow.

We use segment income/(loss) and free cash flow as a measure of profitability to gauge segment

performance because we believe these measures are the most indicative of performance trends and overall earnings potential of each segment.

following table shows our consolidated and segment operating results for Fiscal 2025 and Fiscal 2024:

significant expense categories (1) :

of animal food, merchandise and food

revenue driven costs (2)

and marketing

segment expenses (4)

operating margin %

corporate expenses (5)

and amortization

proxy and related matters, net

expenses and write-offs, net

operating expenses, net

(income), net

before income taxes

$ (1,479,797 )

The significant expense categories and amounts align with the segment -level information that is regularly provided to the CODM.

(2) Other revenue

driven costs include credit card fees and other revenue processing costs driven by sales volume.

Personnel costs include fixed and variable wages, benefits and employer taxes.

Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance costs, insurance,

utilities, outside services, operating supplies and other miscellaneous expenses.

(5) Unallocated corporate expenses include corporate personnel costs,

directors fees and compensation, directors and officers insurance, computer software and services, professional fees and public company

related expenses.

of Operations

2025 compared with Fiscal 2024

Revenue and Park Revenue

revenue was $10.47 million in Fiscal 2025, an increase of $559,315 or 5.6%, compared to $9.91 million in Fiscal 2024.

revenue was $10.28 million in Fiscal 2025, an increase of $597,593 or 6.2%, compared to $9.68 million in Fiscal 2024.

sales were $194,656 in Fiscal 2025, a decrease of $38,278 or 16.4%, compared to $232,934 in Fiscal 2024.

The decrease is primarily driven

by the timing of animal sales at both our Texas Park and Georgia Park year over year.

mid-January 2024 we completed the strategic switch to a new ticketing platform which we believe improves the guest experience while also

providing improved functionality for our park customer services teams.

While this change had a net neutral impact on our profitability,

we no longer directly upcharge customer transaction fees which we previously reported in Park revenue.

On a pro forma basis, adjusting

for the change to exclude customer transaction fees in Park revenue, our Fiscal 2025 Park revenue increased by $650,472 or 6.8% compared

to Fiscal 2024.

Park revenue was $5.82 million for Fiscal 2025, a decrease of $59,966 or 1.0% compared to $5.88 million during Fiscal 2024.The

decrease was primarily driven by lower attendance due to adverse and rainy weather conditions during consecutive days and weeks

during the third and fourth fiscal quarters.

In addition, Fiscal 2025 excluded customer transaction fees in revenue due to the

switch to a new ticketing platform.

On a pro forma basis, adjusting to exclude customer transaction fees in Park revenue, our Fiscal

2025 Georgia Park revenue decreased by $20,503 or 0.4%.

Park revenue was $2.16 million for Fiscal 2025, an increase of $150,881 or 7.5% compared to $2.01 million in Fiscal 2024.

increase was primarily attributed to the effectiveness of new marketing strategies and a significant increase in our social media

presence to drive ticket sales.

In addition, our revenue from animal encounters increased approximately 65% compared to Fiscal 2024

due to concerted efforts of management to allocate staff resources to offer more animal encounters to guests coupled with increased

social media centered around the animal encounters to promote awareness and excitement to customers.

On a pro forma basis, adjusting

to exclude customer transaction fees in Park revenue, our Fiscal 2025 Missouri Park revenue increased by $158,653 or

Park revenue was $2.30 million for Fiscal 2025, an increase of $503,678 or 28.1% compared to $1.79 million during Fiscal 2024.

increase in revenue was driven by a positive response to new admission pass pricing in early May 2025 and effectiveness of new

marketing strategies as well as higher attendance during the Spring Break season that continued over the summer months.

forma basis, adjusting to exclude customer transaction fees in Park revenue, our Fiscal 2025 Texas Park revenue increased

$512,322 or 28.7%.

Missouri park revenues were $2.01 million, an increase of $315,479 or 18.6%.

On a pro forma basis, adjusting for the

change in accounting for transaction processing fees, Missouri park revenues increased by approximately $354,600 or 21.4%.

revenues were $1.79 million, an increase of $36,895 or 2.1%.

On a pro forma basis, adjusting for the change in accounting for transaction

processing fees, Texas park revenues increased by approximately $67,200 or 3.9%.

segment income was $2.83 million for the year ended September 29, 2024, an increase of $486,062, compared to a segment income of $2.39

million for the year ended October 1, 2023.

Our Georgia Park generated segment income of $2.29 million, an increase of $240,878, primarily

attributable to higher park revenues and animal sales, as well as lower advertising and general operating expenses, partially offset

by lower food service and gift shop margins, as well as higher insurance expense.

Our Missouri Park generated segment income of $457,219,

an increase of $199,840, primarily attributable to higher park revenues and animal sales, as well as lower general operating costs, partially

offset by higher staffing related costs, animal feed costs, and insurance costs.

Our Texas Park generated segment income of $72,921,

an increase of $45,344, primarily attributable to higher park revenues, as well as lower advertising and general operating expenses,

partially offset by higher staffing related costs, expenses associated with animal sales and insurance costs.

spending increased by $13,112 to $1.21 million for the year ended September 29, 2024, primarily due to higher severance costs and annual

stockholders meeting costs, as well as higher general expenses, partially offset by lower other compensation related expense and lower

travel costs.

Park attendance during Fiscal 2025 decreased approximately 10.2% compared to Fiscal 2024.

The adverse and rainy weather over

consecutive days and weeks negatively impacted attendance during our strongest attendance season of the third and fourth fiscal quarters.

at our Missouri Park during Fiscal 2025 increased by approximately 14.3% compared to Fiscal 2024.

The increase was primarily

attributed to the effectiveness of new marketing strategies and a significant increase in our social media presence to drive ticket

Texas Park provided customers with free attendance promotions during First Quarter 2025 and we do not believe Fiscal 2025 attendance

is comparable to Fiscal 2024.

of animal food, merchandise and food

cost of animal food, merchandise and food was $1.33 million in Fiscal 2025, a decrease of $86,818 or 6.1% compared to $1.41 million

in Fiscal 2024.

The decrease was primarily attributed to the Georgia Park decrease in food service cost of sales which was in line

with the decline in food service revenue as well as the decrease in food service cost of sales at the Missouri Park due to no

longer offering full-service food service to guests in early October 2024.

In addition, animal cost of sales decreased in Fiscal

2025 primarily due to reduced sales of purchased animals at the Texas Park compared to Fiscal 2024.

revenue driven costs

other revenue driven costs were $205,768 in Fiscal 2025, a decrease of $46,408 or 18.4% compared to $252,176 in Fiscal 2024.

decrease was primarily due to the change in ticketing platform providers in mid-January 2024.

Prior to the change, customer

transaction fees were recorded in Park revenue and then remitted to the third party and recorded as transaction processing

Following the change in ticketing platform provider, the customer transaction fees are netted and handled by the

third-party ticketing platform provider.

personnel costs were $2.79 million in Fiscal 2025, an increase of $150,482 or 5.7% compared to $2.64 million in Fiscal 2024.

increase was in line with the increase in total revenue.

and marketing

C onsolidated

advertising and marketing expenses were $875,320 in Fiscal 2025 compared to $875,977 in Fiscal 2024.

The Company switched their advertising

agency in Fiscal 2025.

The new advertising agency recommended a different mix of advertising and marketing strategies that included increased

social media and digital marketing spending in Fiscal 2025 compared to television and radio advertising in Fiscal 2024.

Total advertising

and marketing decreased at the Georgia Park offset by an increase at both the Missouri Park and Texas Park to increase market

penetration and awareness in these markets.

segment expenses

other segment expenses were $1.90 million in Fiscal 2025, a decrease of $1,216 or 0.1% compared to $1.90 million in Fiscal 2024.

decrease at the Georgia Park was primarily due to lower advertising and marketing, outside services, transaction processing fees and

vehicles expenses offset by higher park maintenance costs due to one-time demolition costs of an unoccupied house on the Georgia

Park grounds.

The decrease at the Georgia Park was offset by an increase at our Texas Park driven by higher advertising and

marketing, veterinary costs and animal expenses, primarily due to an animal insurance policy purchased for a limited term

period for the transportation of a giraffe, offset by lower park maintenance costs during Fiscal 2025.

segment income was $3.37 million for Fiscal 2025, an increase of $540,933 or 19.3% from $2.83 million during Fiscal 2024.

Park segment income was $2.26 million for Fiscal 2025, a decrease of $39,215 or 1.7% from $2.29 million during Fiscal 2024.

The decrease is primarily

driven by slightly lower Park revenue, primarily due to excluding transaction processing fees in Park revenue with change in ticketing platform provider, and higher staffing costs and park maintenance costs, due to one-time demolition costs of an unoccupied

house on the park property, offset by lower advertising and marketing, outside services, transaction

processing fees and vehicle expenses.

Park segment income was $575,591 for Fiscal 2025, an increase of $118,372 or 25.9% from $457,219 during Fiscal 2024.

The increase in

segment income was driven by higher admission revenue and revenue from animal encounters offset by higher operating expenses,

primarily staffing costs and advertising and marketing expenses.

Park segment income was $537,697 for Fiscal 2024, an increase of $464,776 from $72,921 during Fiscal 2024.

The increase is primarily

driven by higher admission revenue, lower cost of sales offset by higher operating expenses, primarily advertising and marketing,

staffing costs, veterinary expenses and animal expenses, primarily due to an animal insurance policy purchased for a limited

policy period for the transportation of a giraffe.

Corporate Expenses

corporate expenses were $1.06 million for Fiscal 2025, a decrease of $148,367 or 12.2% compared to $1.21 million in Fiscal 2024.

The decrease was driven by lower salaries and wages, primarily severance costs, lower director fees, travel expenses and exclusion

of a one-time contract settlement fee included in Fiscal 2024 offset by higher professional fees, primarily audit fees.

and Amortization Expense

and amortization expense for the year ended September 29, 2024 decreased by $12,492, to $871,967, primarily attributable to lower depreciation

expense for our Missouri Park higher, partially offset by higher depreciation expense for our Georgia Park.

on Asset Disposals, Net

net loss on asset disposals for the year ended September 29, 2024 totaled $62,734, a decrease of $254,412.

Our 2024 fiscal year net loss

on asset disposals is primarily attributable to animal deaths prior to the end of their estimated life expectancy as well as the disposal

of certain assets no longer useful to the business or deemed too costly to maintain or repair.

Our 2023 fiscal year net loss on asset

disposals was primarily attributable to terminated capital projects and contracts, as well as animal losses.

and amortization expense was $885,996 in Fiscal 2025, an increase of $14,029 or 1.6% compared to $871,967 in

The increase is primarily attributed to higher depreciation expense for our Georgia Park primarily due to the new

restroom facility placed in service in Fiscal 2025, partially offset by lower depreciation expense for the Missouri Park and Texas

Proxy and Related Matters, net

the year ended September 29, 2024, we recorded $2.04 million of net expenses associated with a contested proxy and related matters.

includes costs associated with preparation for and conducting a Special Meeting of Stockholders held on February 26, 2024, legal costs

associated with a lawsuit filed in the State of Nevada by Focused Compounding on March 1, 2024, as well as costs leading up to and associated

with the annual stockholder meeting on June 6, 2024.

These costs were partially offset by directors and officers insurance proceeds of

$50,000 received in October 2024.

CONTESTED PROXY AND RELATED MATTERS” of the Notes to the Consolidated Financial

Statements included in this Annual Report on Form 10-K for additional information.

Proxy and Related Matters, net was a credit of $670,814 in Fiscal 2025 compared to contested proxy and related matters, net expense

of $2.04 million in Fiscal 2024.

The $670,814 credit in Fiscal 2025 included $567,157 of insurance proceeds received from our

directors and officers insurance during First Quarter 2025 and a credit of $103,657 was recognized in Third Quarter 2025 from the

reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement of outstanding invoices.

Note 3, Contested Proxy and Related Matter, to the Consolidated Financial Statements

Expenses and Write-offs, net

a result of the tornado and severe weather damage at our Georgia Park during March 26-27, 2023, for the year ended October 1, 2023, we

recorded $780,941 of tornado related expenses, primarily due to tree and other debris removal, repairing and replacing underground water

pipes throughout the property, as well as general clean-up and reopening efforts.

In addition, we recorded tornado and severe weather-related

asset write-offs of $275,297, primarily associated with damage to various animal exhibits, several buildings, fencing and other infrastructure.

These expenses and write-offs were partially offset by $687,283 of insurance proceeds from our commercial property coverage.

ended September 29, 2024, we received the final expected insurance proceeds of $53,755 related to the Georgia Park 2023 tornado event.

the year ended September 29, 2024, we entered into a settlement agreement and paid $75,000 to settle a lawsuit initiated by a former

employee alleging several instances of employment discrimination.

See “NOTE 10.

COMMITMENTS AND CONTINGENCIES” of the Notes

to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.

income, net, was $132,948 for the year ended September 29, 2024, an increase of $52,718, attributable to lower non-operating expenses

and higher interest income, partially offset by lower mineral rights royalty income from our Texas Park property.

expense for the year ended September 29, 2024 was $229,244, an increase of $6,848, due to the write-off of deferred financing costs associated

with our Texas Park term loan that was refinanced on September 30, 2024, partially offset by a reduction in term loan interest expense.

LONG-TERM DEBT” of the Notes to the Consolidated Financial Statements included in this Annual Report on Form

10-K for additional information.

the year ended September 29, 2024, we generated a pre-tax loss of $1.48 million and recorded a tax benefit provision of $385,316, resulting

in an effective tax rate of approximately 26.0%.

For the year ended October 1, 2023, a pre-tax loss of $572,421 and recorded a tax benefit

provision of $88,683, resulting in an effective tax rate of approximately 15.5%, which was unfavorably impacted by state income taxes

due to operating losses for our Missouri and Texas Parks.

For additional information, see “N ote

Income Taxes ” of the Notes to the Consolidated Financial Statements included

in this Annual Report on Form 10-K.

a result of the tornado and severe weather damage at our Georgia Park in March 2023, during Fiscal 2024 we received the final

insurance proceeds of $53,755 related to the Georgia Park 2023 tornado event.

entered into a settlement agreement and paid $75,000 during Fiscal 2024 to settle a lawsuit initiated by a former employee alleging

several instances of discrimination in employment.

See Note 10, Commitments and Contingencies , to the Consolidated Financial

Other Operating Expenses, Net

Other operating expenses, net

was $29,296 for Fiscal 2025, a decrease of $33,438 from $62,734 during Fiscal 2024.

Fiscal 2025 includes the gain on the sale of

land at the Georgia Park offset by the loss on animal sales primarily at the Texas Park and a loss on animal exhibit design costs

that were abandoned at our Georgia Park.

Fiscal 2024 primarily includes animal deaths prior to the end of their estimated life

expectancy and disposal of certain assets no longer useful to the business or deemed too costly to maintain or repair.

income, net was $78,573 for Fiscal 2025, a decrease of $54,375 compared to $132,948 in Fiscal 2024.

The decrease is driven by lower interest

income related to the maturity of certificates of deposit during First Quarter 2025 and lower average money market balances compared

to Fiscal 2024 and higher non-operating expenses.

Interest expense for Fiscal 2025 was $219,341, a decrease of $9,903 compared to $229,244 in Fiscal 2024.

The 2021 Term Loan interest decreased

due to overall lower principal balances.

The 2025 Term Loan was refinanced during First Quarter 2025 at a higher interest rate.

rate on the 2025 Term Loan decreased by 50 basis points during Fiscal 2025 from the initial rate of 7.25% to 6.75% effective on September

recorded income tax expense for Fiscal 2025 of $462,226 which resulted in an effective tax rate of 24.1% compared to an income tax benefit

of $385,316 for Fiscal 2024 which resulted in an effective tax rate of 26.0%.

The overall effective tax rate varies from the U.S.

statutory rate of 21.0% primarily due to Georgia state taxes.

Income and Income Per Share

reported net loss for the year ended September 29, 2024 was $1.09 million or $0.01 per basic share and per fully diluted share, an increase

of $610,743 compared with a reported net loss of $483,738 or $0.01 per basic share and per fully diluted share, for the year ended October

For the year ended

September 29, 2024

October 1, 2023

$ (1,094,481 )

Contested proxy and related matters, net

Tornado expenses and write-offs, net

Legal settlement

Adjusted net income (loss)

shown in the table above, several one-time items impacted our year-over-year reported net income comparison.

Excluding the after-tax impact of these items our adjusted net income for our

2024 fiscal year increased by a net $625,227.

This increase in adjusted net income is attributable to a $240,878 increase in Georgia

Park segment, a $199,840 increase in Missouri park segment income, a $45,344 increase in Texas park segment income, a $254,412 decrease

in losses on asset disposals, a $52,718 increase in other income, and a $12,492 decrease in depreciation and amortization expense, partially

offset by a $13,112 increase in Corporate expenses, a $6,848 increase in interest expense and a higher adjusted income tax expense of

a result of the above factors, Net income was $1.46 million, or basic and diluted earnings per share of $1.93 in Fiscal 2025 compared

to Net loss of $1.09 million, or basic and diluted loss per share of $1.45 in Fiscal 2024.

a result of the above factors, Adjusted net income was $956,918 and Adjusted diluted earnings per share was $1.27 in Fiscal 2025

compared to Adjusted net income of $410,824 and Adjusted diluted earnings per share of $0.54 in Fiscal 2024.

a result of the above factors, Adjusted EBITDA was $2.38 million in Fiscal 2025, compared to $1.75 million in Fiscal 2024.

Condition, Liquidity and Capital Resources

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primary sources of liquidity are cash generated by operations and borrowings under our loan agreements.

Historically, our slow season

starts after Labor Day in September and runs until Spring Break, which typically begins toward the end of March.

The first and second

quarters of our fiscal year have historically generated negative cash flow, requiring us to use cash generated from prior fiscal years,

as well as borrowing on a seasonal basis, to fund operations and prepare our parks for the busy season during the third and fourth quarters

of our fiscal year.

working capital was $1.60 million as of September 29, 2024, compared to $3.69 million as of October 1, 2023.

The year-over-year decrease

in working capital primarily reflects cash used in the contested proxy and related matters, for capital expenditures, and scheduled term

loan payments, partially offset by cash generated by operating activities during our 2024 fiscal year, excluding the contested proxy

loan debt, including current maturities, as of September 29, 2024 was $3.50 million compared to $4.23 million as of October 1, 2023.

The year-over-year decrease in total loan debt is primarily the result of scheduled term loan payments during our 2024 fiscal year.

Historically, our slow

season starts after Labor Day in September and runs until Spring Break period, which typically begins toward the end of March.

and second quarters of our fiscal year have historically generated negative cash flow, requiring us to use cash generated from prior

fiscal years, as well as borrowing on a seasonal basis, to fund operations and prepare our parks for the busy season during the

third and fourth quarters of our fiscal year.

working capital was $3.30 million as of September 28, 2025, compared to $1.60 million as of September 29, 2024.

The year-over-year

increase in working capital primarily reflects a decrease in current liabilities related to the contested proxy and related matters

and reduction in the current portion of long-term debt attributed to the refinancing of the 2020 Term Loan to the 2025 Term Loan

during First Quarter 2025.

loan debt, including current maturities, as of September 28, 2025 was $3.19 million compared to $3.50 million as of September 29,

The year-over-year decrease in total loan debt is primarily the result of scheduled term loan principal payments during Fiscal

The refinancing of the 2020 Term Loan to the 2025 Term Loan decreased the monthly principal payments by approximately

of September 28, 2025, we had equity of $15.27 million and total loan debt of $3.19 million, resulting in a debt-to-equity ratio of 0.21

to 1.0, compared to 0.28 to 1.0 as of October 1, 2023.

cash provided by operating activities was $801,456 for our 2024 fiscal year, compared to $927,478 for our 2023

fiscal year, resulting in a decrease of $126,022, primarily due to lower non-cash operating expenses and higher net loss, offset by lower

net working capital cash usage.

cash used in investing activities was $1.63 million for our 2024 fiscal year, compared to $1.56 million for our 2023 fiscal year, resulting

in an increase of $70,053.

Our 2024 fiscal year investing activities included $906,955 of capital expenditures, compared to $1.56 million

spent on capital expenditures during our 2023 fiscal year, a decrease of $650,889.

We also made $800,000 of net investments in certificates

of deposit during our 2024 fiscal year.

our 2024 fiscal year, capital expenditures at our Georgia Park included various infrastructure improvements to roadways, fencing and

sidewalks, several animal acquisitions, a walk-in freezer, and improvements to several animal habitats.

We also started a restroom facility

replacement and new carnivore night house, with each project expected to be completed early in calendar 2025.

During our 2023 fiscal

year, capital expenditures at our Georgia Park included various enclosure updates including the addition of a state-of-the-art ring-tailed

lemur exhibit, an aviary and walk-in budgie parrot feeding experience, the general rebuild of many areas impacted by the severe weather

and tornado event, as well as guest rental vehicle fleet and capital equipment additions.

our Missouri Park, 2024 fiscal year capital expenditures included a new nature path, including a walking bridge and fish feeding experience,

a hay storage barn, as well as various vehicles and equipment to improve operations.

During our 2023 fiscal year, capital expenditures

at our Missouri Park included the completion of a new otter exhibit which opened in May 2023, renovations of various animal shelters

and exhibits, and capital equipment additions.

our Texas Park, 2024 fiscal year capital expenditures included an upgrade to the electrical infrastructure, completion of a keeper building

to improvement the efficiency of operations, and a hay storage barn to allow for more cost effective hay purchasing.

During our 2023

fiscal year, capital expenditures at our Texas Park included several animal acquisitions, an additional drive-through zone for zebras

and camels, and several capital maintenance projects.

cash used in financing activities totaled $777,986 for the year ended September 29, 2024, compared to $738,617 million for the year ended

October 1, 2023, resulting in an increase of $39,369, primarily due to scheduled principal payments on our term loans.

June 18, 2021, through our wholly owned subsidiary Wild Animal – Georgia, we completed a refinancing transaction (the “2021

Refinancing”) with Synovus Bank.

The 2021 Refinancing included a term loan in the original principal amount of $1.95 million.

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.

to 1.0, compared to 0.25 to 1.0 as of September 29, 2024.

cash provided by operating activities was $2.11 million during Fiscal 2025, compared to $0.80 million during Fiscal 2024.

million increase in cash provided by operating was attributed to the $2.56 million increase in net income and non-cash change in deferred taxes and changes in working capital primarily the year over year change in accounts payable for payments and

settlement of accounts payable associated with the contested proxy and related matters and year over year change in other accrued liabilities, primarily accrued professional fees, accrued wages and deferred

See Note 3, Contested Proxy and Related

Matters , to the Consolidated Financial Statements.

cash used in investing activities was $260,072 during Fiscal 2025, compared to $1.63 million during Fiscal 2024 resulting in a net

decrease of $1,372,491.

Our investing activity for Fiscal 2025 included cash provided of $838,442 from the maturity of short-term

investments in certificates of deposit during First Quarter 2025.

Our investing activity for Fiscal 2024 included cash used of $1.0

million for the purchase of short-term investments in certificates of deposit during First Quarter 2024.

Capital expenditures

for Fiscal 2025 were $1.28 million compared to $0.91 million during Fiscal 2024.

The increase in capital expenditures is attributed

primarily to the construction of a restroom facility replacement and animal exhibit improvements at our Georgia

Fiscal 2025, capital expenditures at our Georgia Park included completion of the restroom facility replacement and new carnivore

We have received positive feedback from our guests regarding the new restroom facility.

In addition, the big cat

exhibit and hyena exhibit were both upgraded.

We added fencing around the perimeter of the park and walkabout loop and made various

infrastructure improvements, including pavement and culvert replacement, within the park.

We also made upgrades to our walk-in

cooler for animal food and purchased used vehicles and an excavator that we previously rented.

Fiscal Year 2024 capital expenditures

at our Georgia Park included various infrastructure improvements to roadways, fencing and sidewalks, several animal acquisitions, a

walk-in freezer, and improvements to several animal habitats.

In Fiscal 2024, we started the new carnivore night house and restroom

facility replacement with each project completed in First Quarter 2025 and Second Quarter 2025, respectively.

Fiscal 2025, capital expenditures at our Missouri Park included animal acquisitions, the addition of the giraffe feeding deck to

improve guest experience, as well as the addition of two stand-alone buildings located within the park for tickets and concessions.

Fiscal 2024 capital

expenditures included a new nature path, including a walking bridge and fish feeding experience, a hay storage barn, as well as

various vehicles and equipment to improve operations.

Fiscal 2025, capital expenditures at our Texas Park included a new playground structure added in the walkthrough adventure zoo as

well as repairs to existing drive-through tour buses that extended the useful life of the asset.

Fiscal 2024 capital expenditures

included an upgrade to the electrical infrastructure, completion of a keeper building to improve the efficiency of operations, and a

hay storage barn to allow for more cost-effective hay purchasing.

For Fiscal 2026, we plan to invest approximately $1.0

million in capital expenditures primarily for animal exhibit expansions and renovations and park infrastructure improvements.

cash used in financing activities was $459,631 during Fiscal 2025, compared to $777,986 during Fiscal 2024 resulting in a decrease of

During Fiscal 2025, the 2020 Term Loan was refinanced with the 2025 Term Loan during First Quarter 2025 resulting in net cash

provided of $110,456 offset by payments of $428,919 for scheduled term loan principal payments and term loan refinancing fees.

2025 also includes cash used during Third Quarter 2025 of $141,168 for the payments of the fractional shares as part of the Reverse/Forward

Fiscal 2024 primarily included payments of $772,986 for scheduled term loan principal payments.

June 18, 2021, through our wholly owned subsidiary Wild Animal – Georgia, we completed a refinancing transaction with Synovus

The 2021 Term Loan included an original principal amount of $1.95 million.

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

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.

We 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 $1.11 million as of September 29, 2024.

The 2021 Term Loan is secured by a security deed on the assets of

Wild Animal – Georgia.

We 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 $0.83 million and $1.11 million as of September 28, 2025 and September 29, 2024, respectively.

April 27, 2020, through our wholly owned subsidiary Aggieland-Parks Inc., we acquired Aggieland Wild Animal – Texas.

In part, this

acquisition was financed with the “2020 Term Loan” from First Financial Bank (“First Financial”).

The 2020 Term

Loan in the original principal amount of $5.0 million from First Financial is secured by substantially all the Aggieland Wild Animal

this acquisition was financed with the 2020 Term Loan from First Financial Bank (“First Financial”).

The 2020 Term Loan

in the original principal amount of $5.0 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 bore an interest rate of 5.0% per annum, had a maturity date of April

27, 2031, and required interest only monthly payments through April 2021.

The 2020 Term Loan required monthly payments of approximately

$53,213 beginning in May 2021.

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

June 30, 2021, the Company used the incremental proceeds of the 2021 Term Loan, combined with additional funds, to paydown $1.0 million

against the 2020 Term Loan, which had an outstanding balance of $2.39 million as of September 29, 2024.

On September 30, 2024, the 2020

Term Loan with First Financial was fully paid off with the proceeds of the term loan described “Subsequent Events”.

The 2020 Term Loan had an interest rate of 5.0%

per annum, had a maturity date of April 27, 2031, and required interest only monthly payments through April 2021.

The 2020 Term Loan

required monthly payments of approximately $53,213 beginning in May 2021.

We 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 pay down $1.0 million against the 2020 Term Loan, which had an outstanding balance of $2.39

million as of September 29, 2024.

On September 30, 2024, the 2020 Term Loan with First Financial was fully paid off with the

proceeds of the 2025 Term Loan.

September 30, 2024, Aggieland-Parks, Inc.

completed a refinancing transaction (the “2025 Refinancing”) with Cendera Bank

The 2025 Refinancing included a term loan in the original principal amount of $2.5 million (the “2025

The 2025 Term Loan bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%.

The Prime Rate was 8.0% as

of September 30, 2024;

as such the 2025 Term Loan bears an initial interest rate of 7.5%.

The 2025 Term Loan has a term of 10 years,

with a 15-year amortization, and a balloon payment of the outstanding principal balance due September 30, 2034.

The initial monthly loan

payment is $23,200.

Aggieland-Parks, Inc.

paid approximately $56,500 of fees and expenses in connection with the 2025 Term Loan.

2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million

established by Focused Compounding Fund, LP, with Cendera.

Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serve on the Board of the Company, and

Gannon is the Company’s President.

Focused Compounding did not receive a fee or any other benefit in connection with establishing

the above-described cash collateral reserve.

completed a refinancing transaction of the 2025 Term Loan with Cendera Bank N.A.

Term Loan provided an original principal amount of $2.5 million, the proceeds of which were used to repay all the indebtedness under

the 2020 Term Loan, and bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%.

The initial interest rate was

As of September 28, 2025 the effective interest rate was at 6.75%.

The 2025 Term Loan has a term of 10 years, with a 15-year

amortization, and a balloon payment of the outstanding principal balance due September 30, 2034.

The initial monthly loan payment

was $23,200 and has been reduced with the decrease in the effective interest rate to $22,277 as of September 28, 2025.

Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan.

The outstanding balance of the 2025 Term Loan was $2.41 million as of September 28, 2025.

The 2025 Term Loan is

secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established

by Focused Compounding Fund, LP, with Cendera Bank N.A.

Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serves

on the Board of the Company, and Mr.

Gannon serves as the Company’s President.

Focused Compounding did not receive a fee or any other

benefit in connection with establishing the above-described cash collateral reserve.

See Note 5, Long-term Debt to the

Consolidated Financial Statements.

Balance Sheet Arrangements

5 unchanged sentences

Our significant accounting policies are

set forth in “NOTE 2.

SIGNIFICANT ACCOUNTNG POLICIES” of the Notes to the Consolidated Financial Statements included in this

Annual Report on Form 10-K, which should be reviewed as they are integral to understanding our results of operations and financial position.

set forth in Note 2, Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in this Annual

Report on Form 10-K, which should be reviewed as they are integral to understanding our results of operations and financial position.

Our critical accounting policies are periodically reviewed with the Audit Committee of the Board of Directors of the Company.

43 unchanged sentences

allowance recorded against our net deferred tax assets.

We record deferred tax assets, primarily resulting from net operating loss carry-forwards

We record deferred tax assets, primarily resulting from net operating loss carryforwards

to the extent we believe these assets will more likely than not be realized.

4 unchanged sentences

a valuation allowance.

Contingencies

have various contingencies, as described in “NOTE 10.

COMMITMENTS AND CONTINGENCIES” of the Notes to the Consolidated Financial

Statements included in this Annual Report on Form 10-K.

We are not aware of any other legal matters involving the Company, however, there

can be no assurance that all proceedings that may currently be brought against us are known by us at this time.

Statement Regarding Forward-Looking Information

for the historical information contained herein, this Annual Report contains forward-looking statements within the meaning of Section

27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Such forward-looking

statements involve risks and uncertainties, including, among other things, statements concerning:

our business strategy;

liquidity and

capital expenditures;

future sources of revenue and anticipated costs and expenses;

and trends in industry activity generally.

Such forward-looking

statements include, among others, those statements including the words such as “may,” “will,” “should,”

“expect,” “plan,” “could,” “anticipate,” “intend,” “believe,”

“estimate,” “predict,” “potential,” “goal,” or “continue” or similar language

or by discussions of our outlook, plans, goals, strategy or intentions.

Forward-looking

statements are based on beliefs and assumptions made by management using currently available information and are only predictions and

are not guarantees of future performance, actions or events.

Our actual results may differ significantly from those projected in the

forward-looking statements.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors,

including, but not limited to, risks that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

For example, assumptions that could cause actual results to vary materially from future results include but are not limited to:

from other parks, inclement weather conditions during our primary tourist season, the price of animal feed and the price of gasoline.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot

guarantee future results, levels of activity, performance or achievements.

These risks and uncertainties include those risks, uncertainties

and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September

forward-looking statements we make in this Annual Report are based on management’s current views and assumptions regarding future

events and speak only as of the date of this report.

We assume no obligation to update any of these forward-looking statements to reflect

actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by

applicable law, including the securities laws of the United States and the rules and regulations of the SEC.

prior period share and per share information contained in this Annual Report gives effect to the Reverse/Forward Stock Split that became

effective on April 30, 2025.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

3 unchanged sentences

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 7. Management’s Discussion and Analysis