PARKS AMERICA, INC 10-K

ITEM 1A. RISK FACTORS You should read the following discussion and analysis together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “ Risk Factors ” below for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this report. If any of the following risks occur, our business, financial condition and results of operations could be adversely affected. Risk Factors Relating to Our Business and Industry: Conditions 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. Natural disasters, public health crises, epidemics, pandemics, 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 repair costs or the expense of the interruption of our business. Furthermore, natural disasters such as fires, earthquakes, hurricanes, tornadoes 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, during 2023, our Georgia park experienced extensive damage caused by a tornado. The occurrence of such events could have a material adverse effect on our business, financial condition and results of operations. We cannot predict the frequency, duration or severity of these events or the effects that they may have on our business, financial condition or results of operations. The impact of economic conditions on consumer discretionary spending could adversely affect our financial performance. The cost of admissions and spending while visiting our parks are discretionary expenditures that historically have been influenced by domestic economic conditions. Higher prices for consumer goods may result in less discretionary spending by consumers. Changes in consumer discretionary spending may result in reduced attendance to our parks and spending while at our parks. Domestic conditions that have an effect on consumer discretionary spending include but may not be limited to: unemployment, general and industry-specific inflation, consumer confidence, consumer purchasing and saving habits, credit conditions, stock market performance, home values, population growth, household incomes and tax policies. Material changes to governmental policies related to domestic fiscal concerns, and/or changes in central bank policies with respect to monetary policy also could affect consumer discretionary spending. Any of these factors that affect consumer discretionary spending may further influence our customers’ purchasing preferences, potentially having a further material impact on our financial performance. General economic conditions may have an adverse impact on our business, financial condition or results of operations. Macroeconomic changes in the U.S. including but not limited to, interest rates, tariffs, material costs, fuel and energy costs (including oil prices), tax rates, unemployment, inflation, consumer confidence and spending levels, consumer credit availability and credit market conditions may create a challenging economic environment. A general economic slowdown, inflationary pressures or recession resulting in a decrease in consumer discretionary spending could adversely affect the frequency with which guests choose to visit our parks and the amount they spend when they visit. Our ability to source supplies, materials and services at reasonable costs and in a timely manner could be impacted by adverse economic conditions in the U.S. and abroad. The theme park industry is highly competitive, and we may be unable to compete effectively. We face strong competition from numerous entertainment alternatives. In addition to competing with other themed and amusement parks, our venues compete with other types of recreational venues and entertainment alternatives, including but not limited to movies, sports attractions, vacation travel and video games. There can be no assurance that we will successfully differentiate ourselves from these entertainment alternatives or that consumers will consider our entertainment offerings to be more appealing than those of our competitors. 6 The high fixed cost structure of theme park operations can result in significantly lower margins, profitability and cash flows if attendance levels do not meet expectations. A large portion of our expenses is relatively fixed because the costs for employees, maintenance, animal care, utilities, property taxes and insurance do not vary significantly with attendance. These fixed costs may increase and may not be able to be reduced at a rate proportional to ongoing attendance levels. If cost-cutting efforts are insufficient or are impractical, the Company could experience a material decline in margins, profitability and cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth. Fluctuations and increases in the cost and availability of supplies and materials could adversely affect our business and results of operations. The prices of supplies and materials may fluctuate based on a number of factors beyond our control, including commodity prices such as oil and fuel prices, changes in supply and demand, labor costs, competition, tariffs and government regulation. These fluctuations in the cost and availability of supplies and materials may result in an increase in our costs to purchase products from our vendors and could have an adverse effect on our cost of sales. Increases in our cost of supplies and materials may cause us to increase our prices, which may not be acceptable to our customers. Bad or extreme weather conditions can adversely impact attendance at the parks, which in turn would reduce revenues. Because most of the attractions at the parks are outdoors, attendance can be adversely affected by continuous and prolonged bad or extreme weather and by forecasts of bad or mixed weather conditions, which would negatively affect revenues. The ownership of our parks in different geographic locations reduces, but does not eliminate, the effect that adverse weather can have on consolidated results. This risk could be magnified by the effects of climate change, including more extreme temperatures, excessive precipitation or wind. Our operating results are subject to seasonal fluctuations. We historically have experienced and expect to continue to experience seasonal fluctuations in our annual theme park attendance and revenue, which are typically higher in our third and fourth fiscal quarters. As a result, approximately 60% of our attendance and revenues have been historically generated in the third and fourth fiscal quarters. In addition, the timing of school vacations may cause fluctuations in our quarterly theme park attendance and revenue. For example, revenues can shift between the second and third quarters due to the timing of Spring Break holidays. Due to the seasonal fluctuations, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow. In addition, historically most of our expenses for maintenance and costs of adding new attractions at our parks are incurred during the first fiscal quarter, which may increase the need for borrowing to fund those expenses during such periods. There is a risk of accidents or other incidents occurring at our parks, which may reduce attendance and negatively impact revenues. The safety of guests and employees is one of the Company’s top priorities. There are inherent risks involved with animals, and an accident or a serious injury at any of the parks could result in negative publicity that could reduce attendance and result in decreased revenues. In addition, accidents or injuries involving animals at other amusement parks could influence the general attitudes of customers and adversely affect attendance at the parks. Other types of incidents such as food borne illnesses, product recalls on items sold, and disruptive, negative guest behavior which have either been alleged or proved to be attributable to the parks or competitors could adversely affect attendance and revenues. Due to the nature of the work we perform, we may be subject to significant liability claims and disputes. We engage in services that can result in substantial injury or damages that may expose us to legal proceedings, investigations and disputes. For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury and wrongful death claims, employee or labor disputes, professional liability claims, and general commercial disputes, as well as other claims. An unfavorable legal ruling against us or our subsidiaries could result in substantial monetary damages. Although we have adopted a range of insurance, risk management, safety, and risk avoidance programs designed to reduce potential liabilities, there can be no assurance that such programs will protect us fully from all risks and liabilities. If we sustain liabilities that exceed our insurance coverage or for which we are not insured, it could have a material adverse impact on our results of operations and financial condition. Animals in our care are important to our parks, and they could be exposed to infectious diseases. As part of our operations, guests have opportunities to interact with certain animals. Animals in our care play an essential role in our parks and safeguarding their health is a top priority. While all animals can encounter naturally occurring infectious agents, we implement comprehensive monitoring and prevention strategies designed to reduce these risks. Our animal care teams oversee rigorous health protocols designed to support the well-being of the animals in our care. These protocols are also structured to reduce the risk of guests coming into contact with potential health concerns. In addition, external veterinary professionals are engaged to provide specialized expertise and further strengthen the safety and welfare measures in place throughout the park. An outbreak of an infectious disease among any animals in our parks or the public’s perception that a certain disease could be harmful to human health may materially adversely affect our business, financial condition, and results of operations Working with living animals naturally involves certain inherent and sometimes unpredictable health-related risks, and not all factors are within full control of the parks or their staff. In the event of an animal-related health concern affecting a specific animal or group of animals, we follow established procedures to protect their well-being and maintain continuity of guest experiences. When needed, specific animal experiences may be temporarily modified to support best-practice care. Broader developments related to animal health, including those that influence public perception, may periodically affect our operations or financial outcomes. Even so, our proactive approach helps us responsibly manage and respond to these risks, while upholding the standards expected by our stakeholders. We are subject to scrutiny by activists and other third-party groups and/or media who can pressure governmental agencies, vendors, guests and/or regulators, bring action in the courts or create negative publicity about us. From time to time, animal activists and other third-party groups may make claims before government agencies, bring lawsuits against us, attempt to generate negative publicity associated with our business and/or attempt to influence guests to avoid our parks. Such activities sometimes are based on allegations that we do not properly care for some of our animals. On other occasions, such activities are specifically designed to change existing law or enact new law in order to impede our ability to retain, exhibit, acquire or breed animals. While we seek to structure our operations to comply with all applicable federal and state laws and vigorously defend ourselves when sued, there are no assurances as to the outcome of claims and lawsuits that could be brought against us or new laws or changes to existing laws that could negatively impact us. Even if they are not successful, these lawsuits or proposed changes to laws, can require deployment of our resources and can lead to negative publicity. Negative publicity created by activists or in the media could adversely affect our reputation and results of operations. If we lose licenses and permits required to exhibit animals and/or violate laws and regulations, our business will be adversely affected. We are required to hold government licenses and permits, some of which are subject to annual or periodic renewal, for possessing, exhibiting, and maintaining animals. Although our parks’ licenses and permits have always been renewed in the past, in the event that any of our licenses or permits are not renewed or any of our licenses or permits are revoked, the impacted park(s) might not be able to remain open to display or retain the animals covered by such license or permit. Such an outcome could materially adversely affect our business, financial condition, and results of operations. In addition, we are subject to periodic inspections by federal and state agencies and the subsequent issuance of inspection reports. While we believe that we comply with, or exceed, requisite care and maintenance standards that apply to our animals, government inspectors can cite us for alleged statutory or regulatory violations. In unusual instances when we are cited for an alleged deficiency, we are generally given the opportunity to correct any purported deficiencies without penalty. It is possible, however, that in some cases a federal or state regulator could seek to impose monetary fines on us. In the past, when we have been subjected to governmental claims for fines, the amounts involved were not material to our business, financial condition or results of operations. However, while unlikely, we cannot predict whether any future fines that regulators might seek to impose would materially adversely affect our business, financial condition or results of operations. Moreover, many of the statutes under which we operate allow for the imposition of criminal sanctions. While neither of the foregoing situations is likely to occur, either could negatively affect the business, financial condition, or results of operations at our theme parks. The suspension or termination of any of our business licenses may have a negative impact on our business. We 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 our licenses on a periodic basis. The suspension, termination or expiration 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. Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase. Companies engaged in the theme park business may be sued for substantial damages in the event of an actual or alleged accident. An accident occurring at our parks or at competing parks may reduce attendance, increase insurance premiums, and negatively impact our operating results. Our properties contain drive-through, safari-style animal parks, and there are inherent risks associated with allowing the public to interact with animals. Although we carry liability insurance to cover this risk, there can be no assurance that our coverage will be adequate to cover liabilities, or that we will be able to afford or obtain adequate coverage should a catastrophic incident occur. 7 We currently have $6.0 million of liability insurance per occurrence, which is capped at $10.0 million in aggregate. We will continue to use reasonable commercial efforts to maintain policies of liability, fire and casualty insurance sufficient to provide reasonable coverage for risks arising from accidents, fire, weather, acts of God, and other potential casualties. There can be no assurance that we will be able to obtain adequate levels of insurance to protect against legal actions and judgments in connection with accidents or other disasters that may occur in our parks. We are subject to particular risks associated with real estate ownership, which could result in unanticipated losses or expenses. Our business is subject to many risks that are associated with the ownership of real estate. Risks that are associated with real estate acquisition and ownership include, without limitation, the following: ● general liability, property and casualty losses, some of which may be uninsured; ● the inability to purchase or sell our assets rapidly due to the illiquid nature of real estate and the real estate market; ● costs relating to maintenance and repair of our facilities and the need to make expenditures due to changes in governmental regulations, or remediation of unknown environmental hazards; and ● acts of God and acts of terrorism affecting our properties. Our ownership of real property subjects us to environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities. We may be required to incur costs to comply with environmental requirements, such as those relating to discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases at one of our properties. As an owner or operator, we could also be held responsible by a governmental entity or third party for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. Environmental laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under environmental laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. We are not currently aware of any material environmental risks regarding our properties. However, we may be required to incur costs to remediate potential environmental hazards or to mitigate environmental risks in the future. Focused Compounding Fund LP and its affiliates may significantly influence our decisions, and their interests may conflict with those of the Company or its stockholders in the future. Focused Compounding Fund LP (“Focused Compounding”) owned approximately 41.27% of our total outstanding shares of common stock as of September 28, 2025. Focused Compounding is controlled by Geoffrey Gannon and Andrew Kuhn, who are each on the Company’s Board of Directors and Mr. Gannon serves as the Company’s President and Chief Executive Officer. For so long as Focused Compounding designees remain on our Board, Focused Compounding will have influence with respect to our management, business plans and policies, including the appointment and removal of our officers, and nominees for director. In addition, for so long as Focused Compounding continues to own a significant percentage of our stock, Focused Compounding will be able to influence the composition of our Board of Directors and the approval of actions requiring stockholder approval. For example, for so long as Focused Compounding continues to own a significant percentage of our stock, Focused Compounding may be able to influence whether or not a change of control of our Company or a change in the composition of our Board of Directors occurs. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock. We may not be able to generate sufficient cash to service all of our indebtedness and fund our working capital and capital expenditures. The Company had $3.24 million outstanding indebtedness as of September 28, 2025 (before reduction of debt issuance costs). We may be required to dedicate a substantial portion of cash flows from operations to the payment of principal and interest under our indebtedness. We generated net cash from operating activities of $2.11 million in Fiscal 2025 and ended Fiscal 2025 with $3.88 million of cash and cash equivalents on our balance sheet. Our ability to make scheduled payments on our indebtedness depends upon our future operating performance and on our ability to generate cash flows in the future, which is subject to general economic, financial, business, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot be certain that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to fund our debt service obligations and other liquidity needs. If our cash flows and capital resources are insufficient to service indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional debt or equity financing, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not allow us to meet our scheduled debt service obligations. If we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our lenders could declare all outstanding principal and interest to be due and payable, could terminate their commitments to loan money to us, and could foreclose against any assets securing our indebtedness and we could be forced into bankruptcy or liquidation. Increased labor and employee benefit costs may negatively impact results of operations. We also depend on a seasonal workforce, many of whom are paid at or near minimum wage. Labor is a primary component in the cost of operating our business. Our ability to control labor costs is subject to numerous external factors, including market pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs, as well as the impact of legislation or regulations governing labor relations, minimum wage, and healthcare benefits. Furthermore, our operations are dependent in part on a seasonal workforce, many of whom are paid at or near minimum wage. We seek to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place for peak and low seasons; however, we may be unable to recruit and hire sufficient personnel to meet our business needs. In addition, we cannot guarantee that material increases in the cost of securing our workforce will not occur in the future. Increased state or federal minimum wage requirements, general wages or an inadequate workforce could have an adverse impact on our results of operations. Failure to retain and/or to attract qualified new employees could adversely affect our business and results of operations. Our success depends in part upon a number of employees, including our general managers at each park, as well as our ability to attract, train, motivate and retain qualified employees to keep pace with our needs, including employees with certain specialized skills in the field of animal training and care and other areas of institutional knowledge. We also employ a significant seasonal and part-time workforce which is critical to staffing our parks during peak periods. If we are unable to attract and retain adequate numbers of employees to staff our parks especially during peak periods, this could adversely affect our business and negatively impact our results of operations and the guest experience. Increased competition for employees and labor market shortages may impact our ability to attract, recruit and retain employees for our parks. Many competitors or other businesses in the markets in which we operate have increased wages and/or offered enhanced benefit packages, which in some cases may be superior to ours. We may be unable to retain employees or to attract other highly qualified employees, particularly if we do not offer employment terms that are competitive with the current market and/or provide sufficient incentives to retain our existing and future employees. Also, if we fail to maintain a culture that makes our company an attractive place to work, employee morale may be diminished, and we may have difficulty retaining our workforce and recruiting new employees. Separately, minimum wage legislation impacts some of our markets, which adds additional pressure to our starting wages and increases the possibility of compression which may lead to the departure of experienced personnel. Data privacy regulation and our ability to comply could harm our business. We (or third parties on our behalf) collect, store and use personal identifiable information and other customer data we receive through online ticket sales, marketing, mailing lists, and guest reservations. We also maintain personally identifiable information about our employees. The integrity and protection of our customer and employee data is critical to our business. Our guests and employees have a high expectation that we will adequately protect their personal information. 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. The regulatory environment related to information security and privacy is increasingly rigorous with new and rapidly changing requirements. 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. We believe our cybersecurity measures are adequate. However, there can be no assurance that the procedures that we or third-party providers have implemented to protect against unauthorized access to secure data are adequate to safeguard against all data security breaches, and if we were to experience a data breach, we could be subject to fines, penalties and/or costly litigation, as well as could face damage to our reputation which could adversely affect our business. 8 As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze and compare our results of operations and financial prospects. Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects. Risk Factors Relating to Our Common Stock: Our share price may be volatile. The market price of our common stock may fluctuate significantly due to several factors, some of which may be beyond our control , including: ● actual or anticipated fluctuations in our operating results; ● results of operations that vary from those of our competitors; ● the operating and stock price performance of comparable companies; ● changes to the regulatory and legal environment under which we operate; and ● domestic and worldwide economic conditions. Further, when the market price of a company’s common stock drops significantly, stockholders often initiate securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our senior management and other resources. We have not historically paid dividends. As of the date of this report, no cash dividends have been paid on our common stock. Any future determination as to the payment of dividends on our common stock will be at the discretion of our Board of Directors and will depend 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 from time to time, may also restrict the declaration of dividends on our common stock. The concentration of ownership of our capital stock limits your ability to influence corporate matters. Our executive officers, directors, current 5% or greater stockholders and entities affiliated with them beneficially owned (as determined in accordance with the rules of the SEC) approximately 42.36% of our common stock outstanding as of September 28, 2025. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders. Our Rights Plan expired pursuant to its terms. On January 19, 2024, we adopted a 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, and has not been reinstated or replaced; however, the Board may, subject to its fiduciary duties under applicable law, choose to implement a similar plan in the future. The ultimate effect of the Reverse/Forward Stock Split on the market price of our common stock cannot be predicted with any certainty. At the Company’s annual meeting of stockholders on March 7, 2025, the stockholders of the Company approved the filings of the Certificates of Amendment to effect the Reverse/Forward Stock Split. On April 1, 2025, the Board of Directors approved the execution of the Reverse/Forward Stock Split. The Reverse/Forward Stock Split became effective on April 30, 2025. The ultimate effect of the Reverse/Forward Stock Split on the market price of our common stock cannot be predicted with any certainty, and we cannot assure you that the Reverse/Forward Stock Split will result in any or all of the expected benefits. While the reduction in the number of outstanding shares of our common stock increased the market price of our common stock we cannot assure you that the Reverse/Forward Stock Split will result in any permanent or sustained increase in the market price of our common stock. The market price of our common stock depends on multiple factors, many of which are unrelated to the number of shares outstanding, including our business and financial performance, general market conditions, and prospects for future success, any of which could have a counteracting effect to the Reverse/Forward Stock Split with respect to the per share price. The Reverse/Forward Stock Split may decrease the liquidity of our Common Stock. Although our Board believes that the decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse/Forward Stock Split and the subsequent increase in the market price of our Common Stock could encourage interest in our Common Stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse/Forward Stock Split. The liquidity of our Common Stock may ultimately be harmed by the Reverse/Forward Stock Split given the reduced number of shares of Common Stock outstanding after the Reverse/Forward Stock Split, particularly if the stock price does not continue to increase.