PARKS AMERICA, INC 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You 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. This section discusses our results of operations for the year ended September 28, 2025 as compared to the year ended September 29, 2024. As 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. Executive Overview 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 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”). Each 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. 11 Basis of Presentation The Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Parks! America, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated. Seasonality The 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. Contested Proxy and Related Matters On 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. 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. On 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. On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of our Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board of Directors. On June 20, 2024, Focused Compounding, the Company and the named defendants agreed to a stipulation dismissing with prejudice any and all claims by and between the parties outlined in the initial Complaint in light of the results of the Company’s annual meeting of stockholders held on June 6, 2024. On June 6, 2024 we held our annual meeting of stockholders (the “2024 Annual Meeting”). The purpose of the 2024 Annual Meeting was for the Company’s stockholders to elect seven nominees to serve on the Company’s Board of Directors (the “Board”), as well as consider additional proposals. The Company and Focused Compounding each submitted proxies soliciting the Company’s stockholders to vote for their respective proposed director nominees. The nominees for director included six nominees proposed by the Company and four nominees proposed by Focused Compounding. At the 2024 Annual Meeting, the Company’s stockholders elected four nominees proposed by Focused Compounding and three nominees proposed by the Company. On June 14, 2024, the Company announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company’s Board had appointed Geoffrey Gannon as the Company’s President. Mr. Gannon is also the Portfolio Manager at Focused Compounding. We 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. 12 Reverse/Forward Stock Split At 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. On April 1, 2025, the Board of Directors authorized the implementation of the Reverse/Forward Stock Split. On 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. The 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. Effective 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. Eastern Time herein referenced as the Reverse/Forward Stock Split. Prior 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.” No 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: (i) Stockholders 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; and (ii) Any 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). 13 Results of Operations Fiscal Year . 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: Fiscal Year Ended Weeks 2025 September 28, 2025 52 2024 September 29, 2024 52 The following table sets forth, for the periods indicated, selected income statement data. Fiscal 2025 Fiscal 2024 $’s % of Total Revenue $’s % of Total Revenue Park revenue $ 10,276,919 98.1 % $ 9,679,326 97.7 % Sale of animals 194,656 1.9 % 232,934 2.3 % Total revenue 10,471,575 100.0 % 9,912,260 100.0 % Cost of sales (exclusive of depreciation and amortization) 1,325,860 12.7 % 1,412,678 14.2 % Selling, general and administrative 6,840,160 65.3 % 6,886,327 69.5 % Depreciation and amortization 885,996 8.5 % 871,967 8.8 % Contested proxy and related matters, net (670,814 ) -6.4 % 2,040,810 20.6 % Tornado expenses and write-offs, net — 0.0 % (53,755 ) -0.5 % Legal settlement — 0.0 % 75,000 0.7 % Other operating expenses, net 29,296 0.3 % 62,734 0.6 % Income (loss) from operations 2,061,077 19.6 % (1,383,501 ) -13.9 % Other (income), net (78,573 ) -0.8 % (132,948 ) -1.3 % Interest expense 219,341 2.1 % 229,244 2.3 % Income (loss)before income taxes 1,920,309 18.3 % (1,479,797 ) -14.9 % Income tax expense (benefit) 462,226 4.4 % (385,316 ) -3.9 % Net income (loss) $ 1,458,083 13.9 % $ (1,094,481 ) -11.0 % Use of Non-GAAP Financial Measures In 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. We 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. The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. 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. Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. While 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: ● Contested 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. ● Tornado expenses and write-offs, net – final insurance proceeds received for tornado recovery expenses for Fiscal 2024. ● Legal settlement – charge for payment of legal settlement for Fiscal 2024. 14 The 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: Fiscal 2025 Fiscal 2024 Net income (loss) $ 1,458,083 $ (1,094,481 ) Contested proxy and related matters, net (670,814 ) 2,040,810 Tornado expenses and write-offs, net — (53,755 ) Legal settlement — 75,000 Tax impact (1) 169,649 (556,750 ) Adjusted net income (2) $ 956,918 $ 410,824 Adjusted diluted net income per share (2) $ 1.27 $ 0.54 Diluted weighted average common shares outstanding (2) 755,740 756,770 (1) The tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates. (2) Prior 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. While 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. Other 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: ● Contested 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. ● Tornado expenses and write-offs, net – final insurance proceeds received for tornado recovery expenses for Fiscal 2024. ● Legal settlement – charge for payment of legal settlement for Fiscal 2024. ● Net gain or loss on disposal of property and equipment – disposal of property and equipment for Fiscal 2025 and Fiscal 2024. The following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to Adjusted EBITDA: Fiscal 2025 Fiscal 2024 Net income (loss) $ 1,458,083 $ (1,094,481 ) Income tax expense (benefit) 462,226 (385,316 ) Interest expense 219,341 229,244 Depreciation and amortization 885,996 871,967 Contested proxy and related matters, net (670,814 ) 2,040,810 Tornado expenses and write-offs, net — (53,755 ) Legal settlement — 75,000 Loss on disposal of property and equipment, net 29,296 62,734 Adjusted EBITDA $ 2,384,128 $ 1,746,203 15 Discussion and Analysis Consolidated and Segment Results of Operations Fiscal 2025 as Compared to Fiscal 2024 We 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. The following table shows our consolidated and segment operating results for Fiscal 2025 and Fiscal 2024: Georgia Park Missouri Park Texas Park Consolidated Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024 Total revenue $ 5,917,423 $ 5,960,259 $ 2,189,656 $ 2,036,280 $ 2,364,496 $ 1,915,721 $ 10,471,575 $ 9,912,260 Less significant expense categories (1) : Cost of animal food, merchandise and food 789,293 747,473 232,363 276,729 304,204 388,476 1,325,860 1,412,678 Other revenue driven costs (2) 115,195 158,815 43,081 46,632 47,492 46,729 205,768 252,176 Personnel costs (3) 1,377,831 1,328,979 726,050 659,088 688,096 653,428 2,791,977 2,641,495 Advertising and marketing 301,687 340,586 240,204 225,087 333,429 310,304 875,320 875,977 Other segment expenses (4) 1,077,753 1,089,527 372,367 371,525 453,578 443,863 1,903,698 1,904,915 Segment income 2,255,664 2,294,879 575,591 457,219 537,697 72,921 3,368,952 2,825,019 Segment operating margin % 38.1 % 38.5 % 26.3 % 22.5 % 22.7 % 3.8 % 32.2 % 28.5 % Less: Unallocated corporate expenses (5) 1,063,397 1,211,764 Depreciation and amortization 885,996 871,967 Contested proxy and related matters, net (670,814 ) 2,040,810 Tornado expenses and write-offs, net — (53,755 ) Legal settlement — 75,000 Other operating expenses, net 29,296 62,734 Other (income), net (78,573 ) (132,948 ) Interest expense 219,341 229,244 Income before income taxes $ 1,920,309 $ (1,479,797 ) (1) 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. (3) Personnel costs include fixed and variable wages, benefits and employer taxes. (4) 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. 16 Total Revenues Fiscal 2024 Fiscal 2025 Actual Proforma Georgia $ 5,821,867 $ 5,878,833 $ 5,842,370 Missouri 2,159,125 2,008,244 2,000,472 Texas 2,295,927 1,792,249 1,783,605 Total Park revenue $ 10,276,919 $ 9,679,326 $ 9,626,447 Results of Operations Fiscal 2025 compared with Fiscal 2024 Total Revenue and Park Revenue Total revenue was $10.47 million in Fiscal 2025, an increase of $559,315 or 5.6%, compared to $9.91 million in Fiscal 2024. Park revenue was $10.28 million in Fiscal 2025, an increase of $597,593 or 6.2%, compared to $9.68 million in Fiscal 2024. Animal 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. In 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. Georgia 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%. Missouri 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. The 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 7.9%. Texas 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. The 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. On a pro forma basis, adjusting to exclude customer transaction fees in Park revenue, our Fiscal 2025 Texas Park revenue increased $512,322 or 28.7%. Attendance Our Georgia 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. Attendance 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 sales. Our 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. 17 Significant Expenses Cost of animal food, merchandise and food Consolidated 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. Other revenue driven costs Consolidated 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. The 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 fees. Following the change in ticketing platform provider, the customer transaction fees are netted and handled by the third-party ticketing platform provider. Personnel costs Consolidated 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. The increase was in line with the increase in total revenue. Advertising 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. Other segment expenses Consolidated 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. The 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 Consolidated segment income was $3.37 million for Fiscal 2025, an increase of $540,933 or 19.3% from $2.83 million during Fiscal 2024. Georgia 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. Missouri 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. Texas 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. Unallocated Corporate Expenses Unallocated 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. Depreciation and Amortization Expense Depreciation and amortization expense was $885,996 in Fiscal 2025, an increase of $14,029 or 1.6% compared to $871,967 in Fiscal 2024. 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 Park. Contested Proxy and Related Matters, net Contested 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. See Note 3, Contested Proxy and Related Matter, to the Consolidated Financial Statements Tornado Expenses and Write-offs, net As 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. 18 Legal Settlement We 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 Statements. 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. Other Income, Net Other 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 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. The interest 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 18, 2025. Income Taxes We 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. federal statutory rate of 21.0% primarily due to Georgia state taxes. Net Income and Income Per Share As 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. Adjusted Net Income As 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. Adjusted EBITDA As a result of the above factors, Adjusted EBITDA was $2.38 million in Fiscal 2025, compared to $1.75 million in Fiscal 2024. Financial Condition, Liquidity and Capital Resources Financial Condition and Liquidity Our 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 period, 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. Our 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. Total loan debt, including current maturities, as of September 28, 2025 was $3.19 million compared to $3.50 million as of September 29, 2024. The year-over-year decrease in total loan debt is primarily the result of scheduled term loan principal payments during Fiscal Year 2025. The refinancing of the 2020 Term Loan to the 2025 Term Loan decreased the monthly principal payments by approximately $34,000. As 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 0.25 to 1.0 as of September 29, 2024. 19 Operating Activities Net cash provided by operating activities was $2.11 million during Fiscal 2025, compared to $0.80 million during Fiscal 2024. The $1.31 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 revenue. See Note 3, Contested Proxy and Related Matters , to the Consolidated Financial Statements. Investing Activities Net 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 Park. In Fiscal 2025, capital expenditures at our Georgia Park included completion of the restroom facility replacement and new carnivore night house. 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. In 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. In 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. Financing Activities Net cash used in financing activities was $459,631 during Fiscal 2025, compared to $777,986 during Fiscal 2024 resulting in a decrease of $318,355. 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. Fiscal 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 Stock Split. Fiscal 2024 primarily included payments of $772,986 for scheduled term loan principal payments. Borrowing Agreements On June 18, 2021, through our wholly owned subsidiary Wild Animal – Georgia, we completed a refinancing transaction with Synovus Bank. 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 period. The 2021 Term Loan has a maturity date of June 18, 2028. The 2021 Term Loan is secured by a security deed on the assets of Wild Animal – Georgia. 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. On 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 – Texas assets, as well as guarantees from the Company and its subsidiaries. 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. On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction of the 2025 Term Loan with Cendera Bank N.A. The 2025 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 7.25%. 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. 20 Off Balance Sheet Arrangements We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures. Critical Accounting Policies and Estimates Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are 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. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to long-lived assets, revenue recognition, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Although actual results historically have not deviated significantly from those determined using our estimates, our results of operations or financial condition could differ, perhaps materially, from these estimates under different assumptions or conditions. Long-lived Assets, including Property and Equipment Property and equipment are stated at cost. Improvements and replacements are capitalized when they extend the useful life, increase capacity or improve the efficiency of the assets. Repairs and maintenance are charged to expense as incurred. Depreciation of property and equipment is provided on the straight-line method and is based on the estimated useful economic lives of the respective assets. We make subjective assessments as to these useful lives for purposes of determining the amount of depreciation to record annually with respect to our investments in property and equipment. These assessments have a direct impact on our net income or loss, as a change in the estimated useful economic lives of our investments in property and equipment would increase or decrease depreciation expense, thereby decreasing or increasing net income or loss. We review long-lived assets whenever circumstances change such that the recorded value of an asset may not be recoverable and therefore impaired. Revenue Recognition We recognize revenues when a performance obligation has been satisfied by transferring control of promised services or products to our customers in an amount that reflects the amount we have received or expect to receive in exchange for those services or products. Park admission revenues for annual passes and memberships are deferred and recognized as revenue on a pro-rata basis over the term of the pass or membership. Park admission fee revenues from advance online ticket purchases are deferred until the customers’ visit to the parks. Advance online tickets can generally be used anytime during the one year period from the date of purchase. Revenues from retail and concession sales are generally recognized upon the concurrent receipt of payment and delivery of goods to the customer. Sales taxes billed and collected are not included in revenue. 21 Accounting for Income Taxes We account for income taxes under the asset and liability method, under which deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. We review our deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when we believe that it is more likely than not that some portion of our deferred tax assets will not be realized. Significant judgment is required in determining our provision or benefit for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. 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. In making such a determination, we consider all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event we determine it is more likely than not we will not realize our deferred tax assets we establish a valuation allowance. Cautionary Statement Regarding Forward-Looking Information Except 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: competition 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 28, 2025. The 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. All 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our financial statements and related notes are set forth on pages F-1 through F-19. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None