UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 29, 2026
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NUMBER 000-51254
Parks!
America, Inc.
(Exact
Name of small business issuer as specified in its charter)
Nevada
91-0626756
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
1300
Oak Grove Road
Pine
Mountain , GA
31822
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number: (706) 663-8744
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐
Accelerated
filer
☐
Non-accelerated
filer ☐
Smaller
reporting company
☒
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of May 8, 2026, the issuer had 750,817 outstanding shares of Common Stock.
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
PRKA
OTCQX
Table
of Contents
PARKS!
AMERICA, INC and SUBSIDIARIES
INDEX
Page
PART
I. FINANCIAL INFORMATION:
Item
1.
Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets – March 29, 2026 (Unaudited) and September 28, 2025
3
Consolidated Statements of Operations – 13 and 26 weeks ended March 29, 2026 and March 30, 2025 (Unaudited)
4
Consolidated
Statement of Changes in Stockholders’ Equity – 13 and 26 weeks ended March 29, 2026 and March 30, 2025
(Unaudited)
5
Consolidated Statements of Cash Flows –26 weeks ended March 29, 2026 and March 30, 2025 (Unaudited)
6
Notes to the Consolidated Financial Statements (Unaudited)
7
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item
4.
Controls and Procedures
35
PART
II. OTHER INFORMATION:
Item
1.
Legal Proceedings
36
Item
1A.
Risk Factors
36
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item
3.
Defaults Upon Senior Securities
36
Item
4.
Mine Safety Disclosures
36
Item
5.
Other Information
36
Item
6.
Exhibits
37
Signatures
38
2
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
March 29, 2026
September 28, 2025
(Unaudited)
ASSETS
Cash and cash equivalents
$ 3,477,937
$ 3,877,394
Accounts receivable, net
2,020
18,293
Inventories, net
400,996
313,556
Prepaid expenses and other current assets
260,617
231,678
Total current assets
4,141,570
4,440,921
Property and equipment, net
15,040,174
15,023,230
Intangible assets, net
17,414
22,615
Other assets
16,581
12,676
TOTAL ASSETS
$ 19,215,739
$ 19,499,442
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
$ 172,135
$ 92,608
Other current liabilities
545,412
667,243
Current portion of long-term debt
410,498
397,830
Total current liabilities
1,128,045
1,157,681
Long-term debt, net
2,579,867
2,787,718
Deferred tax liability, net
288,901
288,901
TOTAL LIABILITIES
3,996,813
4,234,300
STOCKHOLDERS’ EQUITY
Preferred stock, par value $ .001 – authorized: 10,000,000 shares; zero shares issued and outstanding
—
—
Common stock, par value $ .001 – authorized: 300,000,000 shares; 752,577 and 753,577
shares issued and outstanding, respectively
754
754
Additional paid-in capital
5,093,567
5,093,567
Treasury stock, at cost, 1,000
and zero shares, respectively
( 39,700 )
—
Retained earnings
10,164,305
10,170,821
TOTAL STOCKHOLDERS’ EQUITY
15,218,926
15,265,142
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 19,215,739
$ 19,499,442
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
3
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
March 29, 2026
March 30, 2026
March 29, 2026
March 30, 2026
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Park revenue
$ 2,245,902
$ 1,979,345
$ 4,320,312
$ 3,698,375
Sale of animals
50,445
22,676
69,433
74,104
Total revenue
2,296,347
2,002,021
4,389,745
3,772,479
Cost of sales (exclusive of depreciation and amortization)
299,635
314,999
575,610
566,661
Selling, general and administrative
1,722,233
1,766,083
3,350,249
3,322,512
Depreciation and amortization
216,171
220,315
427,252
428,863
Contested proxy and related matters, net
—
—
—
( 567,157 )
Other operating (income), net
( 1,008 )
—
( 3,799 )
( 52 )
Income (loss) from operations
59,316
( 299,376 )
40,433
21,652
Other (income), net
( 19,803 )
( 25,323 )
( 41,877 )
( 38,705 )
Interest expense
45,859
54,709
94,611
112,178
Income (loss) before income taxes
33,260
( 328,762 )
( 12,301 )
( 51,821 )
Income tax expense (benefit)
3,715
( 81,000 )
( 5,785 )
2,900
NET INCOME (LOSS)
$ 29,545
$ ( 247,762 )
$ ( 6,516 )
$ ( 54,721 )
NET EARNINGS (LOSS) PER COMMON SHARE
Basic
$ 0.04
$ ( 0.33 )
$ ( 0.01 )
$ ( 0.07 )
Diluted
$ 0.04
$ ( 0.33 )
$ ( 0.01 )
$ ( 0.07 )
Weighted
average common shares outstanding:
Basic
752,621
757,270
752,849
757,270
Diluted
752,621
757,270
752,849
757,270
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
4
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the 13 and 26 weeks ended March 29, 2026
(Unaudited)
Shares (1)
Amount
(1)
Paid-In
Capital (1)
Stock
Earnings
Total
Common Stock Issued
Additional
Treasury
Retained
Total
Shares
Amount
Paid-In Capital
Stock
Earnings
Stockholders’ Equity
Balance at September 28, 2025
753,577
$ 754
$ 5,093,567
$ —
$ 10,170,821
$ 15,265,142
Net loss
—
—
—
—
( 36,061 )
( 36,061 )
Balance at December 28, 2025
753,577
754
5,093,567
—
10,134,760
15,229,081
Net income
—
—
—
—
29,545
29,545
Purchases of treasury stock
( 1,000 )
—
—
( 39,700 )
—
( 39,700 )
Balance at March 29, 2026
752,577
$ 754
$ 5,093,567
$ ( 39,700 )
$ 10,164,305
$ 15,218,926
For
the 13 and 26 weeks ended March 30, 2025
(Unaudited)
Common Stock Issued
Additional
Treasury
Retained
Total
Shares
Amount
Paid-In Capital
Stock
Earnings
Stockholders’ Equity
Balance at September 29, 2024
757,270
$ 757
$ 5,234,732
$ —
$ 8,712,738
$ 13,948,227
Net income
—
—
—
—
193,041
193,041
Balance at December 29, 2024
757,270
757
5,234,732
—
8,905,779
14,141,268
Balance
757,270
757
5,234,732
—
8,905,779
14,141,268
Net loss
—
—
—
—
( 247,762 )
( 247,762 )
Net income (loss)
—
—
—
—
( 247,762 )
( 247,762 )
Balance at March 30, 2025
757,270
$ 757
$ 5,234,732
$ —
$ 8,658,017
$ 13,893,506
Balance
757,270
$ 757
$ 5,234,732
$ —
$ 8,658,017
$ 13,893,506
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
5
PARKS! AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
March 29, 2026
March 30, 2025
For the 26 weeks ended
March 29, 2026
March 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 6,516 )
$ ( 54,721 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense
427,252
428,863
Amortization of debt issuance costs
3,144
3,144
Interest accrued on certificates of deposit
—
( 3,368 )
Deferred income taxes
—
2,900
Gain on disposal of property and equipment, net
( 3,799 )
( 52 )
Change in assets and liabilities:
Accounts receivable, net
16,273
30,473
Inventories, net
( 87,440 )
( 31,936 )
Prepaid expenses and other current assets
( 32,844 )
198,539
Accounts payable
69,267
( 775,665 )
Other current liabilities
( 121,831 )
39,152
Net cash provided by (used in) operating activities
263,506
( 162,671 )
CASH FLOWS FROM INVESTING ACTIVITIES
Maturity of certificates of deposit, including interest
—
838,442
Purchases of property and equipment
( 431,833 )
( 1,086,385 )
Proceeds from sales of property and equipment
6,897
24,000
Net cash (used in) investing activities
( 424,936 )
( 223,943 )
CASH FLOWS FROM FINANCING ACTIVITIES
Payoff of 2020 Term Loan
—
( 2,389,544 )
Proceeds from 2025 Term Loan
—
2,500,000
Proceeds from Term Loan
—
2,500,000
Payments on 2021 Term Loan
( 144,362 )
( 139,036 )
Payments on 2025 Term Loan
( 53,965 )
( 39,833 )
Payments on Term Loan
( 53,965 )
( 39,833 )
Payments on 2025 Term Loan debt issuance costs
—
( 60,716 )
Purchases of treasury stock
( 39,700 )
—
Net cash (used in) financing activities
( 238,027 )
( 129,129 )
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
( 399,457 )
( 515,743 )
CASH AND CASH EQUIVALENTS
Beginning of period
3,877,394
2,489,294
End of period
$ 3,477,937
$ 1,973,551
SUPPLEMENTAL CASH FLOW INFORMATION:
Purchases of property and equipment in accounts payable
$ 10,260
$ —
Cash paid for interest
$ 92,912
$ 95,852
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
6
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 29, 2026
NOTE
1. BACKGROUND AND BASIS OF PRESENTATION
Parks!
America, Inc. (“Parks!” or the “Company”) owns and operates, through wholly owned subsidiaries, three regional
safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in
the United States. The Company’s 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”).
Terms
that are commonly used in the Company’s Notes to the Consolidated Financial Statements (Unaudited) are defined as follows:
●
“2020
Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank.
●
“2021
Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank.
●
“2025
Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A.
●
“EPS”
– Earnings per share.
●
“Fiscal
2027” – The 53 weeks ending October 3, 2027.
●
“Fiscal
2026” – The 52 weeks ending September 27, 2026.
●
“Fiscal
2025” – The 52 weeks ended September 28, 2025.
●
“Fiscal 2024” – The 52 weeks ended September 29, 2024.
●
“GAAP”
– Accounting principles generally accepted in the United States.
●
“Reverse
Forward Stock Split” – 1-for-500 reverse stock split immediately followed by 5-for-1 forward stock split effective on
April 30, 2025.
●
“SEC”
– The United States Securities and Exchange Commission.
In
2005, the Company entered its current business with the purchase of an animal attraction located in Pine Mountain, Georgia. Parks! America
is domiciled in the state of Nevada and its headquarters is in Pine Mountain, Georgia. In 2008, the Company adopted its current name
“Parks! America, Inc.” and its current stock symbol “PRKA.”
Prior
to and on May 1, 2025, the Company’s common stock traded on the OTC Pink market. Effective May 2, 2025, the Company’s common
stock is traded on the OTCQX market. As a result of the Reverse Forward Stock Split, effective on April 30, 2025, the Company’s
common stock was traded on a post-split basis under the symbol “PRKAD” for 20 trading days, including the effective date,
after which it reverted to “PRKA.”
7
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
Fiscal
Year End
The
Company’s fiscal year-end is the Sunday closest to September 30. This fiscal calendar aligns the Company’s fiscal periods
closely with the seasonality of its business. The period from October through early March is geared towards maintenance and preparation
for the next busy season, which typically begins in the latter half of March through early September. The high season typically ends
after the Labor Day holiday weekend. The fiscal periods in this report are presented as follows, unless the context otherwise requires:
Fiscal
Year
Ended
Weeks
2026
September
27, 2026
52
2025
September
28, 2025
52
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.
Basis
of Presentation
The
accompanying Consolidated Financial Statements (Unaudited) include the accounts of the Company and its wholly owned subsidiaries (Wild
Animal – Georgia, Wild Animal – Missouri and Aggieland Wild Animal – Texas). All intercompany transactions and balances
have been eliminated in the consolidation.
The
accompanying Consolidated Financial Statements (Unaudited) are presented in accordance with GAAP for interim information and with instructions to Form 10-Q and Article 10 of Regulation
S-X. The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects
all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations
for the periods set forth herein. Interim results are not necessarily indicative of the results for a full fiscal year. These Unaudited
Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025 filed with the United States
Securities and Exchange Commission (“SEC”) on December 12, 2025.
Accounting
Method
The
Company recognizes income and expenses based on the accrual method of accounting.
8
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use
of Estimates
Management
uses estimates and assumptions in preparing financial statements in accordance with GAAP. Those estimates and assumptions affect the
reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses.
Actual results could vary from the estimates that were assumed in preparing these financial statements.
Cash
and Cash Equivalents
The
Company maintains its cash and cash equivalents with high credit quality financial institutions. The Company considers all highly liquid
financial instruments with maturities of three months or less to be cash equivalents. Cash and cash equivalents consisted of cash on
deposit and money market accounts as of March 29, 2026 and September 28, 2025, respectively.
Short-term
Investments
The
Company periodically invests in certificates of deposit and classifies its certificates of deposit as cash and cash equivalents or short-term
investments and reassesses the appropriateness of the classification of its investments at the end of each reporting period. Certificates
of deposit held for investment with an original maturity date greater than three months are carried at amortized cost and reported as
short-term investments on the consolidated balance sheets. As of March 29, 2026 and September 28, 2025, the Company had no short-term
investments.
Financial
and Concentrations Risk
The
Company does not have any concentration or related financial credit risks. The Company maintains its cash and cash equivalents in bank
deposit accounts, which at times may exceed federally insured limits.
Accounts
Receivable
The
parks are primarily a payment upfront business, therefore, the Company typically carries limited accounts receivable balances. The Company
had accounts receivable of $ 2,020 , $ 18,293 and $ 63,784 as of March 29, 2026, September 28, 2025 and September 29, 2024, respectively.
The accounts receivable balance as of September 29, 2024 includes a receivable in the amount of $ 50,000 for insurance proceeds from directors
and officers insurance as more fully described in Note 3, Contested Proxy and Related Matters.
Inventory
Inventory
consists of gift shop items, animal food, and concession and park supplies, and is stated at the lower of cost or net realizable value.
Cost is determined based on the first-in, first-out method. The Company maintains an inventory obsolescence reserve to reduce the carrying
value of inventory for items that are slow-moving, excess, or obsolete. The reserve is based on management’s assessment of current
inventory levels and historical usage. Adjustments to the reserve are recorded in cost of goods sold in the period identified. The Company
recorded an inventory reserve for obsolescence in the amount of $ 49,000 as of March 29, 2026 and September 28, 2025, respectively.
Prepaid
Expenses and Other Current Assets
The
Company prepays certain expenses primarily due to contractual requirements. Prepaid expenses and other current assets consisted of
the following:
SCHEDULE
OF PREPAID EXPENSES
March 29, 2026
September 28,
2025
Prepaid insurance
$ 125,257
$ 145,144
Prepaid income & sales taxes
56,837
33,796
Prepaid advertising and marketing
29,191
24,108
Prepaid other & other current assets
49,332
28,630
Total prepaid expenses and other current assets
$ 260,617
$ 231,678
9
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property
and Equipment
Property
and equipment are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include
expenditures that materially extend the useful lives of the existing facilities and equipment. Maintenance and repairs that do not materially
improve or extend the useful lives of the respective assets are expensed as incurred. As of the balance sheet dates, Property and equipment,
net consisted of the following:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
March 29, 2026
September 28, 2025
Depreciable Lives
Land
$ 6,260,506
$ 6,260,506
not applicable
Mineral rights
276,000
276,000
25 years
Ground improvements
3,639,803
3,433,711
7 - 25 years
Buildings and structures
5,059,663
4,938,115
10 - 39 years
Animal shelters and habitats
3,845,909
3,766,540
10 - 39 years
Park animals
1,123,596
1,100,472
5 - 25 years
Equipment - concession and related
508,285
513,616
3 - 15 years
Equipment and vehicles - yard and field
721,518
713,974
3 - 15 years
Vehicles - buses and rental
360,195
355,177
3 - 5 years
Rides and entertainment
152,156
152,156
5 - 7 years
Furniture and fixtures
41,634
27,160
5 - 10 years
Construction in progress
47,516
87,319
Property and equipment, cost
22,036,781
21,624,746
Less: Accumulated depreciation
( 6,996,607 )
( 6,601,516 )
Property and equipment, net
$ 15,040,174
$ 15,023,230
Depreciation
is recorded using the straight-line method over the estimated useful lives of the assets, which range from three to thirty-nine years.
Depreciation expense was $ 213,573 and $ 217,312 for the 13 weeks ended March 29, 2026 and March 30, 2025, respectively, and for the 26 weeks ended March 29, 2026 and March 30, 2025 was $ 422,051 and $ 422,857 , respectively.
Intangible
Assets
Intangible
assets consist primarily of a site master plan, website domains and tradename registrations, which are recorded at cost of $ 68,803 and
amortized over their estimated useful lives ranging from three years to ten years . Amortization expense was $ 2,598 and $ 3,003 for the
13 weeks ended March 29, 2026 and March 30, 2025, respectively, and for the 26 weeks ended March 29, 2026 and March 30, 2025 was $ 5,201 and $ 6,006 , respectively. Accumulated amortization was $ 51,389 and $ 46,188 as of March 29, 2026
and September 28, 2025, respectively.
Scheduled
future amortization of intangible assets is as follows as of March 29, 2026:
SCHEDULE
OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
Fiscal years ending
2026 remaining
$ 5,195
2027
2,405
2028
2,405
2029
2,405
2030
2,405
Thereafter
2,599
Total
$ 17,414
Impairment
of Property and Equipment
Property
and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Impairment is assessed at the individual park level which is the lowest level of identifiable cash
flows and the Company considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated
undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between
the estimated fair value of the asset and its carrying value, net of salvage and any costs of disposition. The Company recognized no
impairment for property and equipment of the individual park locations during the 13 and 26 weeks ended March 29, 2026 and March 30,
2025, respectively.
10
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair
Value
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants,
or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques
used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The fair
value hierarchy consists of three broad levels based on the ranks of the quality and reliability of inputs used to determine the fair
values. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities. Level 2 inputs consist of quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally
from or corroborated by observable market data. Level 3 inputs are derived from valuation techniques in which one or more significant
inputs or value drivers are unobservable. A financial instrument’s categorization within the valuation hierarchy is based upon
the lowest level of input that is significant to the fair value measurement.
Assets
and liabilities recognized or disclosed at fair value on a recurring basis include our term debt. As of March 29, 2026 and September
28, 2025, the fair value of the Company’s long-term debt was $ 3.05 million and $ 3.24 million, respectively. The measurement of
the fair value of long-term debt is based upon inquiries of the financial institutions holding the respective loans and is considered
a Level 2 fair value measurement. The respective carrying values of cash and cash equivalents, accounts receivable, accounts payable,
and accrued liabilities approximate fair value because of the short maturity of these instruments.
Other
Current Liabilities
Other
current liabilities consisted of the following:
SCHEDULE OF OTHER CURRENT LIABILITIES
March 29, 2026
September 28, 2025
Deferred revenue
$ 162,532
$ 149,286
Accrued compensation
111,176
178,128
Accrued professional fees
107,310
155,800
Accrued property & income taxes
78,863
106,688
Accrued sales taxes
59,126
42,115
Accrued interest
12,261
13,360
Other
14,144
21,866
Other current liabilities
$ 545,412
$ 667,243
Revenue
Recognition
Revenue
from park admission fees is recognized at the point in time control transfers to the customer, which is generally when the customer accepts
access to the park and the Company is entitled to payment. Park admission revenue for annual season passes is deferred and recognized
as revenue on a pro-rata basis over the term of the season pass. Park admission fee revenue from advance online ticket purchases is deferred
until the customers visit the park.
Prior
to January 2026, online tickets purchased in advance could generally be used anytime during the one-year period from the date of
purchase. In January 2026, the Company changed its online ticket redemption policy. The new policy only allows online tickets
purchased in advance to be used on or before the date scheduled to attend the park. This new policy
will reduce the amount of deferred revenue for unredeemed online ticket purchases. The balance of unredeemed online tickets purchased
prior to January 2026 will be recognized in revenue during the month when the one-year period expires from the date of purchase.
Revenue
from retail and concession sales is generally recognized upon the concurrent receipt of payment and delivery of goods to the customer.
The Company excludes taxes assessed by governmental agencies from revenue, including sales-related taxes, that are imposed on and concurrent
with revenue-producing activities.
Animal
sales are reported as a separate revenue line item. The Company periodically sells surplus animals created from the natural breeding
process that occurs within the parks. Animal sales are recognized at a point in time when control transfers to the customer, which is
generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the
animal. Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.
11
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contract
Liabilities
Contract
liabilities consist of payments received in advance of the transfer of control to the customer. Deferred revenue consists of advance
online admission tickets and annual season passes paid by customers prior to performance of these services or transfer of control of
the product.
The
following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the
customer reported in Other current liabilities in the Consolidated Balance Sheets (Unaudited) and amounts recognized through Park
revenue for each period presented.
All
deferred revenue as of March 29, 2026 is expected to be recognized in Park revenue during the remainder of Fiscal 2026 and in the
first fiscal quarter of Fiscal 2027 when customers redeem their online tickets purchased in advance during their visit at the parks
or for unredeemed online tickets purchased prior to January, 2026 when the one-year period expires from the date of
purchase.
SCHEDULE
OF DEFERRED REVENUE
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Deferred revenue beginning of period
$ 152,571
$ 110,378
$ 149,286
$ 115,950
Deferred revenue recognized in period
( 78,214 )
( 59,422 )
( 149,386 )
( 122,838 )
Revenue deferred in period
88,175
78,081
162,632
135,925
Deferred revenue end of period
$ 162,532
$ 129,037
$ 162,532
$ 129,037
The
Company provides disaggregation of revenue based on geography in Note 10, Business Segments as it believes this best depicts how
the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Cost
of Sales
Cost
of sales are comprised principally of cost of animal food sold for resale to customers to feed the animals in the drive-through
safari and cost of non-resale animal food, cost of gift shop merchandise, food service and concessions, freight and delivery costs
and selling expenses associated with the sale of animals.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses are comprised principally of payroll and benefit costs, advertising and marketing costs,
insurance, professional fees, transaction processing fees, utilities, outside services, vehicle expenses, park maintenance expenses, animal
expenses and other administrative expenses.
Advertising
and Marketing Expenses
Production
costs for outdoor billboards are expensed in the month they are completed. All other advertising, promotion and marketing programs
are expensed as incurred. Certain prepaid costs incurred through fiscal quarter end for the following fiscal quarter advertising
programs are included within “Prepaid expenses and other current assets” in the Consolidated Balance Sheet (Unaudited).
Advertising
and marketing expenses, inclusive of segment and corporate expenses, were $ 243,864
and $ 227,605
for the 13 weeks ended March 29, 2026 and March 30, 2025, respectively and $ 492,761
and $ 366,523
for the 26 weeks ended March 29, 2026 and March 30, 2025, respectively, are reported in Selling, general and administrative expenses in the Consolidated
Statement of Operations (Unaudited).
Stock-Based
Compensation
The
Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period associated with the grant.
The Company previously awarded shares to its Board of Directors for service on the Board which vested immediately. The shares issued
to the Board were “restricted” and were not to be re-sold unless an exemption is available, such as the exemption afforded
by Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company recognizes the expense
based on the fair market value at time of the grant. The Company typically awarded its annual Director compensation at the end of each
calendar year. There were no outstanding awards as of March 29, 2026 and March 30, 2025, respectively.
Transactions
with Related Parties
The
Company’s Board of Directors closely monitors and approves transactions with related parties.
A
portion of the Company’s long-term debt is secured by a cash collateral reserve of $ 2.5
million established by Focused Compounding Fund L.P. See Note 4, Long-term Debt . As of March 29, 2026, Focused Compounding
Fund L.P. owned 41.27 %
of the outstanding common stock of the Company. Focused Compounding Fund L.P. 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.
Income
Taxes
The
Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of
the assets and liabilities and are measured using the enacted tax rates and laws. Management periodically reviews the Company’s
deferred tax assets to determine whether their value can be realized based on available evidence. A valuation allowance is established
when management believes it is more likely than not that such tax benefits will not be realized. Changes in valuation allowances from
period to period are included in the Company’s income tax provision in the period of change.
12
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The
Company follows the guidance in FASB ASC 740 with respect to accounting for uncertainty in income taxes. A tax position is recognized
as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than fifty percent likely
of being realized on examination. For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded.
The Company has no unrecognized tax benefits under guidance related to tax uncertainties. Any tax penalties or interest expense will
be recognized in income tax expense. No interest and penalties related to unrecognized tax benefits were accrued as of March 29, 2026
or September 28, 2025.
Earnings
(Loss) per share
The
numerator for both basic and diluted EPS is net income (loss) attributable to the Company. The denominator for basic EPS is based upon
the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for
diluted EPS is based upon the number of weighted average shares of the Company’s common stock and common shares equivalent outstanding
during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings per Share .
The
following table summarizes the components of basic and diluted EPS:
SCHEDULE OF EARNING
PER SHARE BASIC AND DILUTED
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Net income (loss)
$ 29,545
$ ( 247,762 )
$ ( 6,516 )
$ ( 54,721 )
Basic weighted average shares outstanding
752,621
757,270
752,849
757,270
Diluted weighted average shares outstanding
752,621
757,270
752,849
757,270
Earnings (loss) per share
Basic
$ 0.04
$ ( 0.33 )
$ ( 0.01 )
$ ( 0.07 )
Diluted
$ 0.04
$ ( 0.33 )
$ ( 0.01 )
$ ( 0.07 )
Repurchases
of Common Stock
Shares
of the Company’s common stock may be repurchased by the Company through open market purchases, privately negotiated transactions,
or other methods in compliance with all of the conditions of Rule 10b-18 under the Securities Exchange Act of 1934. When the shares are
retired, the par value of the shares retired will be charged against common stock and the remaining charged to retained earnings.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of dividends.
Recently
Adopted Accounting Pronouncements
In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU
2023-07”). ASU 2023-07 requires enhanced disclosures about significant segment expenses regularly provided to the chief operating
decision maker that are included within each reported measure of segment profit or loss, and requires all annual disclosures currently
required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in
the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. The Company adopted ASU 2023-07 for the fiscal year ended September 28, 2025. See Note 10, Business
Segments .
Recently
Issued Accounting Pronouncements Not Yet Adopted
In
December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which
includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for
reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable
statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income
tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is
effective for the Company’s annual fiscal period ending September 27, 2026. The Company is currently assessing the
impact of ASU 2023-09 on the Company’s consolidated financial statement disclosures for adoption in its Annual Report on Form 10-K for the fiscal year ending September 27, 2026.
In
March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU
2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative
literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted
and can be applied on either a prospective or retroactive basis. ASU 2024-02 is effective for the Company’s annual fiscal
period ending September 27, 2026. The Company is currently assessing the impact of ASU 2024-02 on the Company’s consolidated
financial statement disclosures for adoption in its Annual Report on Form 10-K for the fiscal year ending September 27,
2026.
In
November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would
be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization,
and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods
beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption
and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03
or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of
ASU 2024-03 on the Company’s consolidated financial statement disclosures.
In December 2025, the FASB issued ASU
2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies when ASC 270 applies, specifies the form and
content of interim financial statements and notes, and establishes a principle requiring disclosure of events occurring since the end
of the most recent annual period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within
annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact
of ASU 2025-11 on the Company’s consolidated financial statement disclosures.
Except
as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s
financial position, results of operations, cash flows or financial statement disclosures.
13
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
3. CONTESTED PROXY AND RELATED MATTERS
On
December 22, 2023, Focused Compounding Fund, L.P. (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, the Company adopted a rights plan (the “Rights
Plan”), which provided, among other things, that if specified events occurred, the Company’s stockholders would be entitled
to purchase additional shares of the Company’s 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 its Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of
the Board.
On
June 6, 2024 the Company held its 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.
The
Company engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest.
During the 26 weeks ended March 29, 2026, the Company had no contested proxy and related matters expenses. During the 26 weeks ended
March 30, 2025 the Company received $ 567,157 of insurance proceeds under its directors and officers insurance related to this matter.
These proceeds were used to pay certain legal bills associated with the contested proxy and related matters.
NOTE
4. LONG-TERM DEBT
On June
18, 2021 , the Company, through its wholly owned subsidiary Wild Animal – Georgia, 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. The Company paid a
total of approximately $ 1,514
in fees and expenses in connection with the 2021 refinancing transaction. The outstanding balance of the 2021 Term Loan was $ 0.68
million and $ 0.83
million as of March 29, 2026 and September 28, 2025, respectively.
On
April 27, 2020 , the Company, through its wholly owned subsidiary Aggieland-Parks Inc., 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. The Company 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 for 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 0.50%. The initial interest rate was 7.50 %.
As of March 29, 2026, the effective interest rate was at 6.25 %. 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 $ 21,619 as of March 29, 2026. 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 $ 2.36 million and
$ 2.41 million as of March 29, 2026 and September 28, 2025, respectively.
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, L.P., with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund,
L.P., and each serve 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.
14
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
4. LONG-TERM DEBT (CONTINUED)
Interest
expense of $ 45,859 and $ 54,709 for the 13 weeks ended March 29, 2026 and March 30, 2025, respectively, includes amortization of debt
issuance costs of $ 1,572 and $ 1,572 , respectively. Interest expense of $ 94,611 and $ 112,178 for the 26 weeks ended March 29, 2026 and
March 30, 2025, respectively, includes amortization of debt issuance costs of $ 3,144 and $ 3,144 , respectively.
The
following table presents the aggregate of the Company’s outstanding long-term debt:
SCHEDULE OF OUTSTANDING LONG TERM DEBT
March 29, 2026
September 28, 2025
Term Loan principal outstanding
$ 3,042,461
$ 3,240,788
Less: Current portion of long-term debt
( 410,498 )
( 397,830 )
Less: Unamortized debt issuance costs
( 52,096 )
( 55,240 )
Long-term debt, net
$ 2,579,867
$ 2,787,718
As
of March 29, 2026, the future scheduled principal maturities of the Company’s long-term debt by fiscal year are as follows:
SCHEDULE OF MATURITIES OF LONG-TERM DEBT
Fiscal years ending
2026 remaining
$ 202,882
2027
419,472
2028
358,799
2029
132,619
2030
141,272
Thereafter
1,787,417
Total
$ 3,042,461
NOTE
5. LINES OF CREDIT
On
October 19, 2023, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, entered a line of credit of up
to $ 350,000 with First Financial (the “2023 First Financial LOC”). The 2023 First Financial LOC matured on October 11, 2024
and carried an interest rate of 5.6 % on any utilized portion. The 2023 First Financial LOC was secured by a $ 350,000 certificate of deposit
issued by First Financial, which also matured on October 11, 2024 and paid an effective interest rate of 3.6 %. The Company paid a $ 500
origination fee for the 2023 First Financial LOC. The Company did not renew with 2023 First Financial LOC when the underlying certificate
of deposit matured and the proceeds from the certificate of deposit were transferred to the Aggieland Wild Animal – Texas operating
account.
On
October 24, 2023, the Company, through its wholly owned subsidiary Wild Animal – Georgia, entered a line of credit of up to $ 450,000
with Synovus (the “2023 Synovus LOC”). The 2023 Synovus LOC matured on October 24, 2024 and carried an interest rate of 7.75 %
on any utilized portion. The 2023 Synovus LOC was secured by a $ 450,000 certificate of deposit issued by Synovus, which matured on November
13, 2024 and paid an effective interest rate of 5.25 %. The Company paid a $ 4,500 origination fee for the 2023 Synovus LOC. The Company
did not renew with 2023 Synovus LOC when the underlying certificate of deposit matured and the proceeds from the certificate of deposit
were transferred to the Wild Animal – Georgia operating account.
Through
their respective maturities, the Company had not made any borrowings against either of these lines of credit.
NOTE
6. STOCKHOLDERS’ EQUITY
Common
Stock
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.
15
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
6. STOCKHOLDERS’ EQUITY (CONTINUED)
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.
The
Company did not issue fractional shares 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 as follows:
(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 OTC Pink market 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 OTC Pink market 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).
Share
Repurchase Program
On
December 17, 2025, the Company announced that its Board of Directors authorized a share repurchase program (“2025 Share Repurchase
Program”) allowing the Company to repurchase up to the lesser of 75,000 shares (9.95% of shares outstanding on December 17, 2025)
or $ 3.0 million of the Company’s common stock.
Under
the 2025 Share Repurchase Program, the Company may repurchase its common stock from time to time using a variety of methods which may
include open market purchases, privately negotiated transactions, or other methods in compliance with all of the conditions of Rule 10b-18
under the Securities Exchange Act of 1934, as amended. The specific timing, price and size of purchases will be at the discretion of
management and will depend on a number of factors, including prevailing stock prices, general economic and market conditions, and other
considerations. The Company retains the right to limit, terminate, suspend, discontinue or extend the share repurchase program at any
time without prior notice or discretion.
The
following table summarizes the Company’s share repurchases for the 13 and 26 weeks
ended March 29, 2026 and March 30, 2025 under the 2025 Share Repurchase Program:
SCHEDULE
OF SHARE REPURCHASE
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Number of shares repurchased
1,000
—
1,000
—
Total cost
$ 39,700
$ —
$ 39,700
$ —
Average per share cost (1)
$ 39.70
$ —
$ 39.70
$ —
(1) Average
price paid per share excludes excise taxes.
The
Company plans to retire all shares that were repurchased through the 2025 Share Repurchase Program during the 13 and 26 weeks ended March
29, 2026. In accordance with the FASB ASC 505-Equity, when the shares are retired the par value of the share retired will be charged against common
stock and the remaining purchase price charged against retained earnings.
Stock-based
compensation
Shares
of common stock issued for service to the Company are valued based on market price on the date of the award and vest immediately.
There were no shares of common stock issued for service to the Company for the 13 and 26 weeks ended March 29, 2026 and March 30,
2025, respectively.
Officers,
directors and their controlled entities own approximately 42.36 % of the outstanding common stock of the Company as of March 29, 2026.
NOTE
7. INCOME TAXES
Provision
for Income Taxes
The
Company recorded a tax expense at an overall effective rate of 11.2 %
for the 13 weeks ended March 29, 2026 and a tax benefit at an overall effective rate of 24.6 %
for the 13 weeks ended March 30, 2025, respectively. The Company recorded a tax benefit at an overall effective
rate of 47.0 %
and a tax expense at an overall effective rate of ( 5.6 %)
for the 26 weeks ended March 29, 2026 and March 30, 2025, respectively. The overall effective tax rates for the 13 and 26 weeks
ended March 29, 2026 and March 30, 2025 vary from the U.S. federal statutory rate of 21.0 %
primarily due to Georgia state taxes.
NOTE
8. COMMITMENTS AND CONTINGENCIES
The
Company is not a party to any pending legal proceedings, nor is its property the subject of a pending legal proceeding that is not in
the ordinary course of business or otherwise material to the financial condition of its business. None of the Company’s directors,
officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.
NOTE
9. MAJOR VENDORS
The
Company had three vendors, exclusive to the Georgia Park and Texas Park, that accounted for approximately 45 % of consolidated cost of
sales for the 26 weeks ended March 29, 2026 and two vendors, exclusive to the Georgia Park, that accounted for approximately 31 % of consolidated
cost of sales for the 26 weeks ended March 30, 2025. The Company expects to maintain relationship with these vendors but would have replacements
available if ties to these suppliers were discontinued.
16
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AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
10. BUSINESS SEGMENTS
The
Company identifies our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park and operates in three
reportable segments.
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 President and Chief Executive
Officer, who is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM uses segment operating income/(loss),
defined as park earnings before interest, taxes, depreciation and amortization, and free cash flow as the reportable segment profitability
measure to assess performance and allocate resources.
Significant
segment expenses are expenses which are regularly provided to the CODM and are included in segment operating income/(loss). These
consist of segment cost of animal food, merchandise and food, other revenue driven costs, personnel costs, advertising and marketing
and all other segment expenses. Segment cost of sales includes cost of animal feed and cost of gift shop merchandise, food and
concessions. Other revenue driven costs include credit card fees and other revenue processing fees. Personnel costs include fixed
and variable wages, benefits costs and employer payroll taxes. Other segment expenses include animal expenses, park and vehicle
maintenance expenses, insurance, utilities, outside services, operating supplies and other miscellaneous expenses. The Company does not
allocate corporate expenses to our segments.
The
following tables set forth, for the periods indicated, certain segment information for the Company’s reportable segments:
SCHEDULE OF REVENUE BY REPORTING SEGMENTS
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 13 weeks ended March 29, 2026
Georgia Park
Missouri Park
Texas Park
Consolidated
Total revenue
$ 1,142,532
$ 472,678
$ 681,137
$ 2,296,347
Less significant expense categories (1) :
Cost of animal food, merchandise and food (1)
143,708
51,119
104,808
299,635
Other revenue driven costs (2)
29,037
16,599
20,857
66,493
Personnel costs (3)
344,018
205,964
157,568
707,550
Advertising and marketing
90,727
63,875
84,235
238,837
Other segment expenses (4)
279,996
104,089
105,423
489,508
Segment income
$ 255,046
$ 31,032
$ 208,246
$ 494,324
Segment operating income as percentage of total revenue
22.3 %
6.6 %
30.6 %
21.5 %
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 13 weeks ended March 30, 2025
Georgia Park
Missouri Park
Texas Park
Consolidated
Total revenue
$ 1,046,387
$ 374,328
$ 581,306
$ 2,002,021
Less significant expense categories (1) :
Cost of animal food, merchandise and food (1)
185,739
39,826
89,434
314,999
Other revenue driven costs (2)
21,242
7,747
12,557
41,546
Personnel costs (3)
314,525
161,295
190,049
665,869
Advertising and marketing
85,786
53,921
95,572
235,279
Other segment expenses (4)
290,553
104,733
126,621
521,907
Segment income
$ 148,542
$ 6,806
$ 67,073
$ 222,421
Segment operating income as percentage of total revenue
14.2 %
1.8 %
11.5 %
11.1 %
(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 expenses, insurance, utilities, outside services,
operating supplies and other miscellaneous expenses.
17
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
10. BUSINESS SEGMENTS (CONTINUED)
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 26 weeks ended March 29, 2026
Georgia Park
Missouri Park
Texas Park
Consolidated
Total revenue
$ 2,325,161
$ 830,229
$ 1,234,355
$ 4,389,745
Less significant expense categories (1) :
Cost of animal food, merchandise and food (1)
299,802
91,199
184,609
575,610
Other revenue driven costs (2)
52,382
23,815
32,445
108,642
Personnel costs (3)
686,458
389,673
304,716
1,380,847
Advertising and marketing
182,574
128,485
170,728
481,787
Other segment expenses (4)
537,046
199,347
204,415
940,808
Segment income (loss)
$ 566,899
$ ( 2,290 )
$ 337,442
$ 902,051
Segment operating income (loss) as percentage of total revenue
24.4 %
- 0.3 %
27.3 %
20.5 %
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 26 weeks ended March 30, 2025
Georgia Park
Missouri Park
Texas Park
Consolidated
Total revenue
$ 2,157,105
$ 664,089
$ 951,285
$ 3,772,479
Less significant expense categories (1) :
Cost of animal food, merchandise and food (1)
316,982
84,033
165,646
566,661
Other revenue driven costs (2)
42,246
12,910
19,413
74,569
Personnel costs (3)
619,554
328,021
358,772
1,306,347
Advertising and marketing
126,235
86,023
146,917
359,175
Other segment expenses (4)
569,600
195,524
245,463
1,010,587
Segment income (loss)
$ 482,488
$ ( 42,422 )
$ 15,074
$ 455,140
Segment operating income (loss) as percentage of total revenue
22.4 %
- 6.4 %
1.6 %
12.1 %
(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 expenses, insurance,
utilities, outside services, operating supplies and other miscellaneous expenses.
The
table below sets forth, for the periods indicated, a reconciliation of reporting Consolidated segment income to Income (loss) before
income taxes:
SCHEDULE
OF RECONCILIATION OF REPORTING SEGMENT INCOME TO INCOME BEFORE INCOME TAXES
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Consolidated segment income
$ 494,324
$ 222,421
$ 902,051
$ 455,140
Less:
Unallocated corporate expenses (1)
219,845
301,482
438,165
571,834
Depreciation and amortization
216,171
220,315
427,252
428,863
Other operating (income), net
( 1,008 )
—
( 3,799 )
( 52 )
Contested proxy and related matters, net
—
—
—
( 567,157 )
Other (income), net
( 19,803 )
( 25,323 )
( 41,877 )
( 38,705 )
Interest expense
45,859
54,709
94,611
112,178
Income (loss) before income taxes
$ 33,260
$ ( 328,762 )
$ ( 12,301 )
$ ( 51,821 )
(1)
Unallocated
corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer
software and services, professional fees and public company related expenses.
18
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10. BUSINESS SEGMENTS (CONTINUED)
Additional
Segment Data
SCHEDULE OF ADDITIONAL SEGMENT DATA
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Depreciation and amortization
Georgia Park
$ 106,885
$ 98,832
$ 209,605
$ 188,248
Missouri Park
50,972
54,303
101,142
108,081
Texas Park
57,899
66,766
115,675
131,706
Corporate
415
414
830
828
Total depreciation and amortization
$ 216,171
$ 220,315
$ 427,252
$ 428,863
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Capital expenditures
Georgia Park
$ 82,677
$ 443,018
$ 339,388
$ 938,794
Missouri Park
24,900
25,623
47,084
33,523
Texas Park
19,403
16,268
45,361
114,068
Total capital expenditures
$ 126,980
$ 484,909
$ 431,833
$ 1,086,385
March 29, 2026
September 28, 2025
As of
March 29, 2026
September 28, 2025
Assets
Georgia Park
$ 7,533,202
$ 8,043,972
Missouri Park
3,264,987
3,299,882
Texas Park
8,267,816
8,135,982
Corporate
149,734
19,606
Total assets
$ 19,215,739
$ 19,499,442
Total assets
$ 19,215,739
$ 19,499,442
NOTE 11. SUBSEQUENT EVENTS
On April 7, 2026, the Company entered into an
offer letter with Geoff Gannon (the “Offer Letter”) transitioning him to full-time employment in his role as President
and Chief Executive Officer, effective as of March 31, 2026. Mr. Gannon has served as President and Chief Executive Officer of the
Company since June 14, 2024, but prior to March 31, 2026, he was not employed by the Company on a full-time basis.
Pursuant to the Offer Letter, Mr. Gannon is entitled
to an annual base salary of $ 90,000 , payable on a monthly basis. In addition, Mr. Gannon is eligible to receive employer-paid health
insurance benefits, subject to the Company’s ability to provide such benefits. Mr. Gannon’s employment is on an at-will basis.
19
ITEM
2. 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 (Unaudited) and accompanying notes included
elsewhere in the Quarterly Report on Form 10-Q. This Management’s discussion and Analysis of Results of Operations and Financial
Condition 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 the forward-looking statements.
See “Cautionary Statement Regarding Forward-Looking Statements” below, “Item 1A. Risk Factors” in our Annual
Report filed on Form 10-K for the fiscal year ended September 28, 2025 filed with the United States Securities and Exchange Commission
(“SEC”) on December 12, 2025 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a
discussion of these uncertainties, risks and assumptions associated with these statements.
As
used in this Quarterly Report on Form 10-Q, references to the “Company”, “we”, “our” and similar
terms refer to Parks! America, Inc. and its wholly owned subsidiaries. Our fiscal year ends on the Sunday closest to September 30. Other
terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:
●
“2020
Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank.
●
“2021
Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank.
●
“2025
Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A.
●
“Adjusted
EBITDA” – Net income (loss) appearing on the Consolidated Statements of Operations net of Income tax expense/(benefit),
Interest expense, Depreciation and amortization and other significant items.
●
“Adjusted
net income (loss)” – Net income (loss) appearing on the Consolidated Statements of Operations excluding significant non-recurring
or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis.
●
“First
Quarter 2026” – The 13 weeks ended December 28, 2025.
●
“First
Quarter 2025” – The 13 weeks ended December 29, 2024.
●
“Fiscal
2026” – The 52 weeks ending September 27, 2026.
●
“Fiscal
2025” – The 52 weeks ended September 28, 2025.
●
“Fiscal
2024” – The 52 weeks ended September 29, 2024.
●
“Fourth
Quarter 2025” – The 13 weeks ended September 28, 2025.
●
“GAAP”
– Accounting principles generally accepted in the United States.
●
“SEC”
– United States Securities and Exchange Commission.
●
“Second
Quarter 2026” — The 13 weeks ended March 29, 2026.
●
“Second
Quarter 2025” — The 13 weeks ended March 30, 2025.
●
“Year-to-Date
2026” — The 26 weeks ended March 29, 2026.
●
“Year-to-Date
2025” — The 26 weeks ended March 30, 2025.
Cautionary
Statement Regarding Forward-Looking Information
Except
for the historical information contained herein, this Quarterly 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, and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q.
The
forward-looking statements we make in this Quarterly 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.
20
Overview
Parks!
America, Inc. owns and operates three regional safari parks and is in the business of acquiring, developing and operating local and regional
entertainment assets and attractions in the United States. The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc.,
a Georgia corporation (“Wild Animal – Georgia”) acquired on June 13, 2005, Wild Animal, Inc., a Missouri corporation
(“Wild Animal – Missouri”) acquired on March 5, 2008, and Aggieland-Parks, Inc., a Texas corporation (“Aggieland
Wild Animal – Texas”) acquired on April 27, 2020.
Wild
Animal – Georgia owns and operates a 500-acre safari park located in Pine Mountain, Georgia (the “Georgia Park”). Wild
Animal – Missouri owns and operates a 255-acre safari park located in Strafford, Missouri (the “Missouri Park”). Aggieland
Wild Animal – Texas owns and operates a 450-acre safari park 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 President and CEO, who is the Chief Operating Decision Maker (“CODM”).
We
identify our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park. We have determined that each
of our operating segments share similar economic and other qualitative characteristics, but quantitative measures require the results
of our operating segments to be reported as three reportable segments.
Each
of our three parks are located in rural areas. The parks are local attractions in that guests usually drive less than one hour out
of their way to visit us. Park guests tend to be residents living within 100 miles of our parks, tourists staying within 100 miles
of our parks and tourists driving on a road near our parks. Park guests are groups, almost never individuals and most often
families, who seek away-from-home entertainment within driving distance. Management does not believe we compete with in-home
entertainment or solo activities and therefore, the market is away-from-home activity seekers within driving distance of our parks.
Nearby attractions can be either “complements” to our parks or “substitutes” for our parks. Nearby
attractions (such as Callaway Gardens and Great Wolf Lodge near our Georgia Park) increase our attendance because some guests of
those attractions visit our parks as part of the same trip.
All
Park Operations
Approximately
98% of our revenue is generated from guests who visit our parks and approximately 2% is derived from payments made by buyers of our animals.
Park
revenues are derived primarily from admission fees, as well as sales of animal food, animal encounters, vehicle rentals, gift shop and
specialty item retail sales and food and beverage sales.
In
addition to the animal environments, each of our parks has a gift shop, a restaurant or concessions areas and picnic areas. We sell food
and beverages in our restaurant or concession areas, and a variety of items in our gift shops, including shirts, hats, plush toys, educational
books, toys and novelty items, many of which are animal themed.
Most
of the animals at each of our parks have been born on-site or domestically acquired. We rarely import animals and have not imported any
animals in the past 15 years. Auctions and sales of animals across the United States occur often and we may acquire animals in these
auctions if we see an opportunity to enhance the animal population at our parks. As a result of natural breeding, animal populations
at our parks tend to grow over time. Periodically, we sell surplus animals, and the proceeds are recorded as revenue. The periodic acquisition
and sale of animals is also part of our herd and genetic management program. From time-to-time, we may also relocate animals between
our parks as part of this program. Each park is subject to routine inspection by federal and state agencies. Each park maintains a high
standard of animal care and has passed all recent inspections.
21
Basis
of Presentation
The
Consolidated Financial Statements (Unaudited) 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, L.P. (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.
We received $567,157 of insurance proceeds 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. See Note 3, Contested
Proxy and Related Matters , to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional
information.
22
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 is 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 OTC Pink market 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 OTC Pink market 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).
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
2026
September
27, 2026
52
2025
September
28, 2025
52
23
The
following table sets forth, for the periods indicated, selected income statement data.
For the 13 weeks ended
For the 13 weeks ended
March 29, 2026
March 30, 2025
Dollar Amount
% of Total
Revenue
Dollar Amount
% of Total
Revenue
Park revenue
$ 2,245,902
97.8 %
$ 1,979,345
98.9 %
Sale of animals
50,445
2.2 %
22,676
1.1 %
Total revenue
2,296,347
100.0 %
2,002,021
100.0 %
Cost of sales (exclusive of depreciation and amortization)
299,635
13.0 %
314,999
15.7 %
Selling, general and administrative
1,722,233
75.0 %
1,766,083
88.2 %
Depreciation and amortization
216,171
9.4 %
220,315
11.0 %
Other operating (income), net
(1,008 )
0.0 %
—
0.0 %
Income (loss) from operations
59,316
2.6 %
(299,376 )
-14.9 %
Other (income), net
(19,803 )
-0.9 %
(25,323 )
-1.2 %
Interest expense
45,859
2.0 %
54,709
2.7 %
Income (loss) before income taxes
33,260
1.5 %
(328,762 )
-16.4 %
Income tax expense (benefit)
3,715
0.2 %
(81,000 )
-4.0 %
Net income (loss)
$ 29,545
1.3 %
$ (247,762 )
-12.4 %
For the 26 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
Dollar Amount
% of Total
Revenue
Dollar Amount
% of Total
Revenue
Park revenue
$ 4,320,312
98.4 %
$ 3,698,375
98.0 %
Sale of animals
69,433
1.6 %
74,104
2.0 %
Total revenue
4,389,745
100.0 %
3,772,479
100.0 %
Cost of sales (exclusive of depreciation and amortization)
575,610
13.1 %
566,661
15.0 %
Selling, general and administrative
3,350,249
76.3 %
3,322,512
88.0 %
Depreciation and amortization
427,252
9.7 %
428,863
11.4 %
Contested proxy and related matters, net
—
0.0 %
(567,157 )
-15.0 %
Other operating (income), net
(3,799 )
-0.1 %
(52 )
0.0 %
Income from operations
40,433
1.0 %
21,652
0.6 %
Other (income), net
(41,877 )
-1.0 %
(38,705 )
-1.0 %
Interest expense
94,611
2.2 %
112,178
3.0 %
Loss before income taxes
(12,301 )
-0.2 %
(51,821 )
-1.4 %
Income tax (benefit) expense
(5,785 )
-0.1 %
2,900
0.1 %
Net loss
$ (6,516 )
-0.1 %
$ (54,721 )
-1.5 %
24
Discussion
and Analysis
Consolidated
and Segment Results of Operations for Second Quarter 2026 as Compared to Second Quarter 2025
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.
In
January 2026 we completed a strategic switch to a new ticketing platform provider which we believe improves guest experience while also
providing improved functionality and reporting for our park customer service teams. This change had a net neutral impact on our profitability.
With this change in January 2026 we started to directly upcharge and collect from customers a transaction processing fee that is included
in total Park revenue and included in Other revenue driven costs. Prior to January 2026 we did not directly upcharge for the customer transaction
processing fees and therefore the customer transaction processing fees were excluded from total Park revenue and Other revenue driven costs.
We did present pro-forma Park revenue excluding transaction processing fees collected from customers for Second Quarter 2026 for comparison
to Second Quarter 2025 and for Year-to-Date 2026 compared to Year-to-Date 2025.
The
following table shows our consolidated and segment operating results for the 13 weeks ended March 29, 2026 and March 30, 2025:
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 13
weeks ended
For the 13
weeks ended
For the 13
weeks ended
For the 13
weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Total revenue
$ 1,142,532
$ 1,046,387
$ 472,678
$ 374,328
$ 681,137
$ 581,306
$ 2,296,347
$ 2,002,021
Less significant expense categories: (1)
Cost of animal food, merchandise and food
143,708
185,739
51,119
39,826
104,808
89,434
299,635
314,999
Other revenue driven costs (2)
29,037
21,242
16,599
7,747
20,857
12,557
66,493
41,546
Personnel costs (3)
344,018
314,525
205,964
161,295
157,568
190,049
707,550
665,869
Advertising and marketing
90,727
85,786
63,875
53,921
84,235
95,572
238,837
235,279
Other segment expenses (4)
279,996
290,553
104,089
104,733
105,423
126,621
489,508
521,907
Segment income
255,046
148,542
31,032
6,806
208,246
67,073
494,324
222,421
Segment operating margin %
22.3 %
14.2 %
6.6 %
1.8 %
30.6 %
11.5 %
21.5 %
11.1 %
Less:
Unallocated corporate expenses (5)
219,845
301,482
Depreciation and amortization
216,171
220,315
Other operating (income), net
(1,008 )
—
Other (income), net
(19,803 )
(25,323 )
Interest expense
45,859
54,709
Income (loss) before income taxes
$ 33,260
$ (328,762 )
(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 expenses, insurance,
utilities, outside services, operating supplies and other miscellaneous expenses.
(5)
Unallocated corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer
software and services, professional fees and public company related expenses.
The
following table shows our consolidated and segment Park revenue for the 13 weeks ended March 29, 2026 and March 30, 2025, respectively,
along with proforma Park revenue for the 13 weeks ended March 29, 2026:
For the 13 weeks ended
March 29, 2026
Proforma
March 30, 2025
Georgia
$ 1,102,537
$ 1,091,552
$ 1,039,131
Missouri
462,228
454,688
361,078
Texas
681,137
673,583
579,136
Total Park revenue
$ 2,245,902
$ 2,219,823
$ 1,979,345
25
Results
of Operations
Second
Quarter 2026 compared with Second Quarter 2025
Total
Revenue and Park Revenue
Total
revenue was $2.30 million in Second Quarter 2026, an increase of $294,326 or 14.7%, compared to $2.00 million during Second Quarter 2025.
On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our total
revenue was $2.27 million in Second Quarter 2026, an increase of $268,247 or 13.4% compared to $2.00 million during Second Quarter 2025.
Park
revenue was $2.25 million in Second Quarter 2026, an increase of $266,557 or 13.5%, compared to $1.98 million during Second Quarter 2025.
On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our Park
revenue was $2.22 million in Second Quarter 2026, an increase of $240,478 or 12.1% compared to $1.98 million during Second Quarter 2025.
Animal
sales were $50,445 in Second Quarter 2026, an increase of $27,769 compared to $22,676 during Second Quarter 2025. The increase is driven
by the timing of animal sales at our Georgia Park year-over-year.
Georgia
Park revenue was $1.10 million in Second Quarter 2026, an increase of $63,406 or 6.1% compared to $1.04 million during Second Quarter 2025.
The increase was primarily driven by the increase in attendance year-over-year. In addition, in-park guest spending on animal encounters
increased due to concerted effort by management to allocate more resources to offer additional animal encounters to the guests, as well
as an increase in food service and gift shop revenue due to higher attendance. On a pro-forma basis, adjusting for the change to
exclude customer transaction processing fees in Georgia Park revenue, our Park revenue was $1.09 million in Second Quarter 2026, an increase
of $52,421 or 5.0% compared to $1.04 million during Second Quarter 2025.
Missouri
Park revenue was $462,228 in Second Quarter 2026, an increase of $101,150 or 28.0% compared to $361,078 during Second Quarter 2025. The increase
was primarily driven by higher attendance due to more favorable weather conditions over the winter months compared to the prior year.
In addition, in-park guest spending on animal encounters increased primarily due to the addition and success of the capybara encounter
offering, as well as the completion of the new animal encounter building to complement the guest experience for animal encounters. On
a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Missouri Park revenue, our Park revenue
was $454,688 in Second Quarter 2026, an increase of $93,610 or 25.9% compared to $361,078 during Second Quarter 2025.
Texas
Park revenue was $681,137 in Second Quarter 2026, an increase of $102,001 or 17.6% compared to $579,136 during Second Quarter 2025.
While overall attendance was down in Second Quarter 2026 compared to Second Quarter 2025, admission revenue increased due to
increased admission ticket prices. In addition, in-park guest spending on animal food and animal encounters increased primarily
because certain admission packages included animal food and animal encounters in the price of the admission during Second Quarter 2025. In addition, we were
able to provide guests with more animal encounter offerings and availability due to additional staffing. On a pro-forma basis,
adjusting for the change to exclude customer transaction processing fees in Texas Park revenue, our Park revenue was $673,583 in
Second Quarter 2026, an increase of $94,447 or 16.3% compared to $579,136 during Second Quarter 2025.
Attendance
Georgia
Park attendance increased approximately 7.9% during Second Quarter 2026 compared to Second Quarter 2025. This was primarily driven by more favorable weather conditions compared to Second Quarter 2025. In Second Quarter 2025 we experienced adverse weather conditions
and a two-day power outage that required the park to be closed as well as rainy and colder than average weather temperature that negatively
impacted attendance.
Missouri
Park attendance increased by approximately 9.8% during Second Quarter 2026 compared to Second Quarter 2025 primarily driven by more
favorable weather conditions during the winter months compared to Second Quarter 2025. In Second Quarter 2025 we experienced adverse weather conditions and snow that required the park to be closed for
one week and closed for other consecutive days due to rainy and colder than average weather temperatures.
Texas
Park attendance decreased approximately 23.0% in Second Quarter 2026 compared to Second Quarter 2025 primarily due to rainy weather the
first two days of Spring Break resulting in lower attendance compared to Second Quarter 2025. In Second Quarter 2025 we experienced a significant increase
in attendance during Spring Break due to the positive response to new marketing strategies. In addition, our Texas Park was closed on
Tuesdays and Wednesdays for all weeks, except Spring Break week, during Second Quarter 2026 compared to being open seven days a week
during Second Quarter 2025.
26
Significant
Expenses
Cost
of animal food, merchandise and food
Consolidated
cost of animal food, merchandise and food was $299,635 in Second Quarter 2026, a decrease of $15,364 or 4.9% compared to $314,999 during
Second Quarter 2025. The decrease was primarily attributed to the Georgia Park decrease in resale and non-sale animal food cost of sales
due to an inventory adjustment in Second Quarter 2025.
Other
revenue driven costs
Consolidated
other revenue driven costs were $66,493 in Second Quarter 2026, an increase of $24,947 or 60.0% compared to $41,546 during Second
Quarter 2025 primarily driven by the additional expense related to the transaction processing fees paid to the new ticketing
platform provider that was excluded in Second Quarter 2025. On a pro forma basis, excluding the transaction processing fees paid to
the new ticketing platform provider, consolidated other revenue driven costs were $40,965 in Second Quarter 2026, a decrease of $581
or 1.4% compared to $41,546 during Second Quarter 2025. Other revenue driven costs during Second Quarter 2026 include a
cost-plus fee adjustment credit from our payment processor, in the amount of $7,545, provided to us through our contractual
relationship with our new ticketing platform provider.
Personnel
costs
Consolidated
personnel costs were $707,550 in Second Quarter 2026, an increase of $41,681 or 6.3% compared to $665,869 during Second Quarter
2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional education and
zookeeper personnel compared to Second Quarter 2025. This was offset by a decrease in personnel costs at our Texas Park due to the park being
closed to the public two days a week in Second Quarter 2026 compared to being open seven days a week during Second Quarter 2025. In
addition, an internal graphic designer and event planner were hired during Fourth Quarter 2025 and a social media content and animal
educator hired later in Second Quarter 2026 for the benefit of all three parks.
Advertising
and marketing
Consolidated
advertising and marketing expenses were $238,837 in Second Quarter 2026, an increase of $3,558 or 1.5% compared to $235,279 during Second
Quarter 2025. The Company switched its advertising agency in First Quarter 2025. The new advertising agency recommended a different
mix of advertising and marketing strategies that included increased social media and digital marketing spending.
Other
segment expenses
Consolidated
other segment expenses were $489,508 in Second Quarter 2026, a decrease of $32,399 or 6.2% compared to $521,907 during Second
Quarter 2025. The decrease was primarily driven by lower insurance expenses at all three parks and a decrease at our Texas Park due to
lower veterinary costs and animal expenses, primarily due to an animal insurance policy purchased for a limited term period for the
transportation of a giraffe.
Segment
Income
Consolidated
segment income was $494,324 in Second Quarter 2026, an increase of $271,903 from $222,421 during Second Quarter 2025.
Georgia
Park segment income was $255,046 in Second Quarter 2026, an increase of $106,504 or 71.7% from $148,542 during Second Quarter 2025.
The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters. In addition,
higher attendance generated increased gross margin from in-park guest spending on animal food, gift shop and food service. These
increases in Park revenue more than offset the changes in significant segment expenses, primarily higher personnel costs, higher
advertising and marketing costs and higher other revenue driven costs, due to the transaction processing fee paid to the new
ticketing platform provider, compared to Second Quarter 2025.
Missouri
Park segment income was $31,032 in Second Quarter 2026, an increase of $24,226 from $6,806 during Second Quarter 2025. The increase
was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters offset by higher personnel
costs, higher advertising and marketing and higher other revenue driven costs due to the transaction processing fee paid to the new
ticketing platform provider compared to Second Quarter 2025.
Texas
Park segment income was $208,246 in Second Quarter 2026, an increase of $141,173 from $67,073 during Second Quarter 2025. The
increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters as well as
increased gross margin from higher in-park guest spending on animal food and changes in significant segment expenses, primarily lower
personnel costs, lower advertising and marketing costs and lower travel related costs and higher other revenue driven costs,
due to the transaction processing fee paid to the new ticketing platform provider, compared to Second Quarter 2025.
Corporate
Expenses
Corporate
expenses were $219,845 in Second Quarter 2026, a decrease of $81,637 from $301,482 during Second Quarter 2025 primarily driven by lower professional
fees, due to timing of accruals, lower insurance expense and lower personnel costs compared to Second Quarter 2025.
Depreciation
and Amortization Expense
Depreciation
and amortization expense was $216,171 in Second Quarter 2026, a decrease of $4,144 compared to $220,315 during Second Quarter 2025. The
decrease was driven by lower depreciation expense for our Texas Park and Missouri Park due to assets becoming fully depreciated offset
by higher depreciation expense at the Georgia Park related to the new restroom facility placed in service during Second Quarter 2025.
27
Other
Operating (Income), net
Other
operating income, net was $1,008 in Second Quarter 2026 compared to none in Second Quarter 2025. The increase was due to net gain on
disposals of property and equipment during Second Quarter 2026.
Other
Income, net
Other
income, net was $19,803 in Second Quarter 2026, a decrease of $5,520 from $25,323 during Second Quarter 2025. The decrease was primarily
driven by interest income received on a federal income tax refund during Second Quarter 2025.
Interest
Expense
Interest
expense was $45,859 in Second Quarter 2026, a decrease of $8,850 from $54,709 during Second Quarter 2025. The decrease was primarily driven
by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to Second Quarter 2025 and a
decrease in the 2021 Term Loan interest due to lower principal balances.
Income
Taxes
We
recorded income tax expense for Second Quarter 2026 of $3,715 which resulted in an effective tax rate of 11.2% compared to income benefit
of $81,000 for Second Quarter 2025 which resulted in an effective tax rate of 24.6%. The overall effective tax rate varies from the U.S.
federal statutory rate of 21.0% primarily due to Georgia state taxes.
On
July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform
provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective
in 2026 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the
Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact on our Consolidated
Financial Statements (Unaudited).
Net
Income (Loss) and Earnings (Loss) per share
As
a result of the above factors, Net income was $29,545 and basic and diluted earnings per share of $0.04 in Second Quarter 2026 compared
with Net loss of $247,762 and basic and diluted loss per share of $0.33 in Second Quarter 2025.
The
following table shows our consolidated and segment operating results for the 26 weeks ended March 29, 2026 and March 30, 2025:
Georgia Park
Missouri Park
Texas Park
Consolidated
For the 26 weeks ended
For the 26 weeks ended
For the 26 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Total revenue
$ 2,325,161
$ 2,157,105
$ 830,229
$ 664,089
$ 1,234,355
$ 951,285
$ 4,389,745
$ 3,772,479
Less significant expense categories: (1)
Cost of animal food, merchandise and food
299,802
316,982
91,199
84,033
184,609
165,646
575,610
566,661
Other revenue driven costs (2)
52,382
42,246
23,815
12,910
32,445
19,413
108,642
74,569
Personnel costs (3)
686,458
619,554
389,673
328,021
304,716
358,772
1,380,847
1,306,347
Advertising and marketing
182,574
126,235
128,485
86,023
170,728
146,917
481,787
359,175
Other segment expenses (4)
537,046
569,600
199,347
195,524
204,415
245,463
940,808
1,010,587
Segment income (loss)
566,899
482,488
(2,290 )
(42,422 )
337,442
15,074
902,051
455,140
Segment operating margin (loss) %
24.4 %
22.4 %
-0.3 %
-6.4 %
27.3 %
1.6 %
20.5 %
12.1 %
Less:
Unallocated corporate expenses (5)
438,165
571,834
Depreciation and amortization
427,252
428,863
Other operating (income), net
(3,799 )
(52 )
Contested proxy and related matters, net
—
(567,157 )
Other (income), net
(41,877 )
(38,705 )
Interest expense
94,611
112,178
Loss before income taxes
$ (12,301 )
$ (51,821 )
(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 expenses, insurance,
utilities, outside services, operating supplies and other miscellaneous expenses.
(5)
Unallocated corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer
software and services, professional fees and public company related expenses.
The
following table shows our consolidated and segment Park revenue for 26 weeks ended March 29, 2026 and March 30, 2025, respectively, along
with proforma Park revenue for the 26 weeks ended March 29, 2026:
For the 26 weeks ended
March 29, 2026
Proforma
March 30, 2025
Georgia
$ 2,273,686
$ 2,262,701
$ 2,122,050
Missouri
819,379
811,839
636,810
Texas
1,227,247
1,219,693
939,515
Total Park revenue
$ 4,320,312
$ 4,294,233
$ 3,698,375
28
Year-to-Date
2026 compared with Year-to-Date 2025
Total
Revenue and Park Revenue
Our
total revenue was $4.39 million for Year-to-Date 2026, an increase of $617,266 or 16.4%, compared to $3.77 million during Year-to-Date
2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue,
our total revenue was $4.36 million for Year-to-Date 2026, an increase of $591,187 or 15.7% compared to $3.77 million during Year-to-Date
2025.
Our
total Park revenue was $4.32 million for Year-to-Date 2026, an increase of $621,937 or 16.8%, compared to $3.70 million during Year-to-Date
2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue,
our Park revenue was $4.29 million for Year-to-Date 2026, an increase of $595,858 or 16.1% compared to $3.70 million during Year-to-Date
2025.
Animal
sales were $69,433 for Year-to-Date 2026, a decrease of $4,671 compared to $74,104 for Year-to-Date 2025 primarily driven by a decrease
in animal sales at our Texas Park due to timing of animal sales.
Georgia
Park revenue was $2.27 million for Year-to-Date 2026, an increase of $151,636 or 7.1% compared to $2.12 million during Year-to-Date
2025. The increase was primarily driven by the increase in attendance year-over-year primarily due to more favorable weather
conditions, especially during the weeks of Thanksgiving and Christmas in First Quarter 2026 compared to the prior year. In addition,
in-park guest spending on animal encounters increased due to concerted effort by management to allocate more resources to offer
additional animal encounters to the guests, as well as an increase in food service and gift shop revenue due to the higher
attendance. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Georgia Park revenue,
our Park revenue was $2.26 million for Year-to-Date 2026, an increase of $140,651 or 6.6% compared to $2.12 million during Year-to-Date 2025.
Missouri
Park revenue was $819,379 for Year-to-Date 2026, an increase of $182,569 or 28.7% compared to $636,810 during Year-to-Date 2025. The
increase was primarily driven by higher attendance due to more favorable weather conditions over the winter months and especially
during the week of Christmas in First Quarter 2026 compared to the prior year. In addition, in-park guest spending on animal
encounters increased primarily due to the addition and success of the capybara encounter offering not offered in the prior year, as well as the completion of the
new animal encounter building to complement the guest experience for animal encounters. On a pro-forma basis, adjusting for the
change to exclude customer transaction processing fees in Missouri Park revenue, our Park revenue was $811,839 for Year-to-Date
2026, an increase of $175,029 or 27.5% compared to $636,810 during Year-to-Date 2025.
Texas
Park revenue was $1.23 million for Year-to-Date 2026, an increase of $287,732 or 30.6% compared to $0.94 million during Year-to-Date
2025. The increase in revenue was driven by higher admission ticket prices year-over-year and an increase in in-park guest spending
primarily on animal encounters and animal food because during Year-to-Date 2025 certain admission packages included animal food and
animal encounters in the admission pricing. On a pro-forma basis, adjusting for the change to exclude
customer transaction processing fees in Texas Park revenue, our Park revenue was $1.22 million for Year-to-Date 2026, an increase
of $280,178 or 29.8% compared to $0.94 million during Year-to-Date 2025.
Attendance
Georgia
Park attendance increased approximately 3.7% during Year-to-Date 2026 compared to Year-to-Date 2025.
Missouri
Park attendance increased by approximately 15.0% during Year-to-Date 2026 compared to Year-to-Date 2025 primarily driven by more favorable
weather conditions during the winter months, especially during the first week of Christmas compared to Year-to-Date 2025.
Texas
Park provided customers with free admissions promotions on certain days during the Year-to-Date 2025 and we do not believe attendance
is comparable to the prior year.
Significant
Expenses
Cost
of animal food, merchandise and food
Consolidated
cost of animal food, merchandise and food was $575,610 for Year-to-Date 2026, an increase of $8,949 or 1.6% compared to $566,661
during Year-to-Date 2025. The increase was primarily attributed to the Georgia Park increase in food service cost of sales due to
the increase in food service revenue.
Other
revenue driven costs
Consolidated
other revenue driven costs were $108,642 for Year-to-Date 2026, an increase of $34,073 or 45.7% compared to $74,569 during
Year-to-Date 2025. The increase was driven by an increase in Park revenue, as well as the additional expense related to the
transaction processing fees paid to the new ticketing platform provider that was excluded in Year-to-Date 2025. On a pro forma
basis, excluding the transaction processing fees paid to the new ticketing platform provider, consolidated other revenue driven
costs were $83,114 for Year-to-Date 2026, an increase of $8,545 or 11.5% compared to $74,569 during Year-to-Date 2025. Other revenue
driven costs during Year-to-Date 2026 include a cost-plus fee adjustment credit from our payment processor, in the amount of $7,545,
provided to us during Year-to-Date 2026 through our contractual relationship with our new ticketing platform provider.
29
Personnel
costs
Consolidated
personnel costs were $1.38 million for Year-to-Date 2026, an increase of $74,500 or 5.7% compared to $1.31 million during Year-to-Date
2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional education and
zookeeper personnel compared to Year-to-Date 2025 offset by a decrease in personnel costs at the Texas Park due to the park being
closed to the public two days a week Year-to-Date 2026 compared to being open seven days a week during Year-to-Date 2025. In
addition, an internal graphic designer and event planner were hired during Fourth Quarter 2025 and a social media content and animal
educator hired later in Second Quarter 2026 for the benefit of all three parks.
Advertising
and marketing
Consolidated
advertising and marketing expenses were $481,787 for Year-to-Date 2026, an increase of 122,612 or 34.1% compared to $359,175 during Year-to-Date
2025. The Company switched its advertising agency in First Quarter 2025. The new advertising agency recommended a different mix of
advertising and marketing strategies that included increased social media and digital marketing spending in Year-to-Date 2026 compared
to Year-to-Date 2025.
Other
segment expenses
Consolidated
other segment expenses were $0.94 million for Year-to-Date 2026, a decrease of $69,779 or 6.9% compared to $1.01 million during
Year-to-Date 2025. The decrease was primarily driven by lower insurance and outside services for all three parks, as well as lower park maintenance expenses, due to the one-time demolition costs of an unoccupied house on the Georgia Park
grounds in Year-to-Date 2025. In addition, the Texas Park had lower operating expenses, primarily lower travel related costs, veterinary costs and
animal expenses, primarily due to an animal insurance policy purchased for a limited term period for the transportation of a giraffe
compared to Year-to-Date 2025.
Segment
Income
Our
consolidated segment income was $902,051 for Year-to-Date 2026, an increase of $446,911 from $455,140 during Year-to-Date 2025.
Our
Georgia Park segment income was $566,899 for Year-to-Date 2026, an increase of $84,411 from $482,488 during Year-to-Date 2025. The
increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters, as well as
increased gross margin from higher in-park guest spending on animal food, gift shop and food service. These increases in Park revenue more than offset the changes in significant segment expenses, primarily higher personnel and benefit costs, higher advertising and marketing costs, higher other
revenue driven costs, due to the inclusion of the transaction processing fee paid to the new ticketing platform provider, and
lower insurance expense and lower park maintenance expense, primarily due to one-time demolition costs of an unoccupied house at the
Georgia Park in First Quarter 2025, compared to Year-to-Date 2025.
Our
Missouri Park segment loss was $2,290 for Year-to-Date 2026, a decrease of $40,132, from segment loss of $42,422 during Year-to-Date
2025. The increase in admission revenue and in-park guest spending, primarily on animal encounters, was more than the increase in
personnel costs, advertising and marketing costs and other revenue driven costs, due to the inclusion of the transaction processing
fee paid to the new ticketing platform provider, offset by lower insurance expense compared to Year-to-Date 2025.
Our
Texas Park segment income was $337,442 for Year-to-Date 2026, an increase of $322,368, from $15,074 during Year-to-Date 2025. The
increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters and increased
gross margin from in-park guest spending on animal food and changes in significant segment expenses, primarily lower personnel
costs, lower insurance and travel related costs and an increase in advertising and marketing costs and higher other revenue driven
costs, due to the inclusion of the transaction processing fee paid to the new ticketing platform provider, compared to Year-to-Date
2025 as well as higher animal expenses, primarily due to an animal insurance policy purchased for a limited policy period for the
transportation of a giraffe during Year-to-Date 2025.
30
Corporate
Expenses
Corporate
expenses were $438,165 for Year-to-Date 2026, a decrease of $133,669 compared to $571,834 during Year-to-Date 2025. The decrease was
driven by lower professional fees, due to timing of accruals, lower insurance expense, director fee compensation expense and lower personnel
costs compared to Year-to-Date 2025.
Depreciation
and Amortization Expense
Depreciation
and amortization expense was $427,252 for Year-to-Date 2026, a decrease of $1,611 from $428,863 during Year-to-Date 2025. The decrease
was driven by lower depreciation expense for our Texas Park and Missouri Park due to assets becoming fully depreciated offset by higher
depreciation expense at the Georgia Park related to the new restroom facility placed in service during Second Quarter 2025.
Contested
Proxy and Related Matters, net
Contested
proxy and related matters, net was none Year-to-Date 2026 compared to a credit of $567,157 during Year-to-Date 2025. The credit in Year-to-Date
2025 was from the receipt of insurance proceeds in First Quarter 2025 from our directors and officers insurance policy associated with
the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements
(Unaudited) included in this Quarterly Report for additional information.
Other
Operating (Income), net
Other
operating income, net was $3,799 in Year-to-Date 2026, an increase of $3,747 compared to $52 during Year-to-Date 2025. The increase was
due to higher net gain on disposals of property and equipment during Year-to-Date 2026 compared to Year-to-Date 2025.
Other
(Income), net
Other
income, net was $41,877 for Year-to-Date 2026, an increase of $3,172 from $38,705 during Year-to-Date 2025. The increase is
primarily driven by higher other income, net, at the Texas Park Year-to-Date 2026 due to one-time non-operating expense included
Year-to-Date 2025. This increase was offset by lower interest income primarily due to interest income received on a federal income
tax refund in Year-to-Date 2025 as well as lower interest income due to lower interest rates and average money market balances
compared to Year-to-Date 2025.
Interest
Expense
Interest
expense was $94,611 for Year-to-Date 2026, a decrease of $17,567 from $112,178 during Year-to-Date 2025. The decrease was primarily driven
by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to Year-to-Date 2025 and a decrease
in the 2021 Term Loan interest due to lower principal balances.
Income
Taxes
We
recorded income tax benefit for Year-to-Date 2026 of $5,785 which resulted in an effective tax rate of 47.0% compared to income tax expense
of $2,900 for Year-to-Date 2025 which resulted in an effective tax rate of (5.60%). The overall effective tax rate varies from the U.S.
federal statutory rate of 21.0% primarily due to Georgia state taxes.
On
July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform
provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective
in 2026 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the
Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact on our Consolidated
Financial Statements (Unaudited).
Net
Loss and Loss Per Share
As
a result of the above factors, Net loss was $6,516 and basic and diluted loss per share of $0.01 in Year-to-Date 2026 compared with Net
loss of $54,721 and basic and diluted loss per share of $0.07 in Year-to-Date 2025.
31
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 – directors and officers insurance proceeds for the 26 weeks ended March 30, 2025.
The
following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income (loss) and Adjusted
diluted net income (loss) per share:
Unaudited
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Net income (loss)
$ 29,545
$ (247,762 )
$ (6,516 )
$ (54,721 )
Contested proxy and related matters, net
—
—
—
(567,157 )
Tax impact (1)
—
—
—
153,150
Adjusted net income (loss)
$ 29,545
$ (247,762 )
$ (6,516 )
$ (468,728 )
Adjusted diluted net earnings (loss) per share
$ 0.04
$ (0.33 )
$ (0.01 )
$ (0.62 )
Diluted weighted average common shares outstanding
752,621
757,270
752,849
757,270
(1)
The
tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates.
32
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 – directors and officers insurance proceeds for the 26 weeks ended March 30, 2025.
●
Net
gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 and 26 weeks ended March
29, 2026 and March 30, 2025.
The
following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to
Adjusted EBITDA:
Unaudited
For the 13 weeks ended
For the 26 weeks ended
March 29, 2026
March 30, 2025
March 29, 2026
March 30, 2025
Net income (loss)
$ 29,545
$ (247,762 )
$ (6,516 )
$ (54,721 )
Income tax expense (benefit)
3,715
(81,000 )
(5,785 )
2,900
Interest expense
45,859
54,709
94,611
112,178
Depreciation and amortization
216,171
220,315
427,252
428,863
Contested proxy and related matters, net
—
—
—
(567,157 )
Gain on disposal of property and equipment, net
(1,008 )
—
(3,799 )
(52 )
Adjusted EBITDA
$ 294,282
$ (53,738 )
$ 505,763
$ (77,989 )
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, which typically begins toward the middle to 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 $3.01 million as of March 29, 2026, compared to $3.28 million as of September 28, 2025. The decrease in working
capital primarily reflects a reduction in cash used for the payments of other current liabilities, primarily bonuses, accrued
professional fees and property taxes, as well as cash used for capital expenditures and scheduled term loan payments.
Total
long-term debt, including current maturities, as of March 29, 2026 was $2.99 million compared to $3.19 million as of September 28, 2025.
The decrease in total long-term debt is primarily the result of scheduled term loan principal payments paid during Year-to-Date 2026.
As
of March 29, 2026, we had stockholders’ equity of $15.22 million and total loan debt of $2.99 million, resulting in a debt-to-equity
ratio of 0.20 to 1.0, compared to stockholders’ 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 as of September 28, 2025.
33
Operating
Activities
Net
cash provided by operating activities was $263,506 during Year-to-Date 2026, compared to net cash used in operating activities of
$162,671 resulting in an increase in cash provided by operating activities of $426,177 during Year-to-Date 2025. The decrease in net
loss was offset by higher cash provided due to the year-over-year changes in working capital, primarily accounts payable, as
directors and officers insurance proceeds received in First Quarter 2025 were used to pay down accounts payable associated with the
contested proxy and related matters.
Investing
Activities
Net
cash used in investing activities was $424,936 during Year-to-Date 2026, compared to $223,943 during Year-to-Date 2025 resulting in a net
increase of $200,993. Our investing activity during Year-to-Date 2026 included capital spending of $431,833. Our investing activity during
Year-to-Date 2025 included cash provided of $838,442 from the maturity of short-term investments in certificates of deposit. Our capital
spending for Year-to-Date 2025 was $1.1 million. The decrease in capital spending in Year-to-Date 2026 is primarily attributed to the
higher capital spending at the Georgia Park during First Quarter 2025 primarily related to the new restroom facility.
Financing
Activities
Net
cash used in financing activities was $238,027 during Year-to-Date 2026, compared to $129,129 during Year-to-Date 2025 resulting in an
increase of $108,898. During Year-to-Date 2026 our financing activity was scheduled term loan principal payments of $198,327 and purchases
of treasury stock of $39,700. During Year-to-Date 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 $239,585 for scheduled term loan principal payments and term loan
refinancing fees.
Borrowing
Agreements
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 7.50%. As of
March 29, 2026, the effective interest rate was at 6.25%. 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 $21,619 as of March 29, 2026. 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 $2.36 and $2.41 million
as of March 29, 2026 and September 28, 2025, respectively.
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, L.P., with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund,
L.P., and each serve 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 4, Long-term
Debt to the Consolidated Financial Statements (Unaudited).
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,
results of operations, liquidity or capital expenditures.
34
Critical
Accounting Policies and Estimates
The
preceding discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with
our unaudited consolidated financial statements included elsewhere in this Quarterly Report. Our significant accounting policies are
set forth in Note 2, Significant Accounting Policies , which should be reviewed as they are integral to understanding results of
operations and financial position. The Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 28, 2025 includes
additional information about us, and our operations, financial condition, critical accounting policies and accounting estimates, and
should be read in conjunction with this Quarterly Report.
Recent
Accounting Pronouncements
See
Part I, Item 1, Note 2, Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted
for information regarding recent accounting pronouncements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
ITEM
4. CONTROLS AND PROCEDURES
Parks!
America, Inc. (the “Registrant”) maintains “controls and procedures,” as such term is defined under the Securities
Exchange Act of 1934, as amended (“the Exchange Act”) in Rule 13a-15(f) promulgated thereunder, that are designed to ensure
that information required to be disclosed in the Registrant’s Exchange Act filings is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management,
including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, the Registrant’s management recognized that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives, and in reaching a reasonable level of assurance, the Registrant’s management was necessarily required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures.
With
the participation of its principal executive officer and principal financial officer of the Registrant, the Registrant’s management
has evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated
under the Exchange Act) as of the end of the fiscal quarter covered by this Quarterly Report. Based upon the evaluation, the Registrant’s
principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures
were effective at a reasonable assurance level.
In
addition, there were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(e) promulgated
under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended March 29, 2026 that have materially affected,
or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
35
PART
II
ITEM
1. LEGAL PROCEEDINGS
We
are not a party to any pending legal proceedings, nor are any of our properties the subject of a pending legal proceeding that is not
in the ordinary course of business or otherwise material to the financial condition of its business. None of our directors, officers
or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM
1A. RISK FACTORS
You
should read the MD&A together with our unaudited consolidated financial statements and related notes, each included elsewhere in
this Quarterly Report, in conjunction with the Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 28,
2025 filed with the SEC on December 12, 2025. Some of the information contained in the MD&A or set forth elsewhere in this Quarterly
Report, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve
risks and uncertainties.
There
have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended
September 28, 2025 filed with the SEC on December 12, 2025.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer
Purchases of Equity Securities
The
following table presents a month-to-month summary of information with respect to purchases of common stock made during Second Quarter
2026 pursuant to the 2025 Share Repurchase Program announced on December 17, 2025:
Period
Total Number of
Shares Purchased
(1)
Average
Price per Share (2)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(3)
Maximum Number
of Shares that
May
Yet be Purchased
Under the Plans
or
Program
(3)
December 29, 2025 - January 25, 2026
1,000
$ 39.70
1,000
74,000
January 26, 2026 - February 22, 2026
—
$ —
—
74,000
February 23, 2026 - March 29, 2026
—
$ —
—
74,000
Total
1,000
$ 39.70
1,000
(1)
The Company plans to retire all shares of common stock purchased under the 2025 Share Repurchase Program.
(2)
Average price paid per share excludes excise taxes.
(3)
On December 17, 2025, the Company announced that its Board of Directors authorized the Company to repurchase up to the lesser of 75,000
shares (9.95% of shares outstanding on December 17, 2025) or $3.0 million of the Company’s common stock.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable
ITEM
5. OTHER INFORMATION
None
of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
arrangement during the Company’s fiscal quarter ended March 29, 2026, as such terms are defined under Item 408(a) or Regulation
S-K.
36
ITEM
6. EXHIBITS
Exhibit
Number
Description
of Exhibit
10.1***
Offer
Letter from Parks! America, Inc. to Geoff Gannon relating to employment, dated April 7, 2026. (incorporated by reference to Exhibit
10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2026).
31.1*
Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of
Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith
**
Furnished
herewith
***
Indicates
management contract or compensatory plan or arrangement.
37
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PARKS!
AMERICA, INC.
May
11, 2026
By:
/s/
Geoffrey Gannon
Geoffrey
Gannon
President
(Principal
Executive Officer)
By:
/s/
Rebecca S. McGraw
Rebecca
S. McGraw
Chief
Financial Officer
(Principal
Financial Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.