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 June 28, 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 August 5, 2026, the issuer had 749,709 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 – June 28, 2026 (Unaudited) and September 28, 2025
3
Consolidated Statements of Operations – 13 and 39 weeks ended June 28, 2026 and June 29, 2025 (Unaudited)
4
Consolidated Statements of Comprehensive Income – 13 and 39 weeks ended June 28, 2026 and June 29, 2025 (Unaudited)
5
Consolidated Statement of Changes in Stockholders’ Equity – 13 and 39 weeks ended June 28, 2026 and June 29, 2025 (Unaudited)
6
Consolidated Statements of Cash Flows –39 weeks ended June 28, 2026 and June 29, 2025 (Unaudited)
7
Notes to the Consolidated Financial Statements (Unaudited)
8
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
38
Item
4.
Controls and Procedures
38
PART II. OTHER INFORMATION:
Item
1.
Legal Proceedings
39
Item
1A.
Risk Factors
39
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
Item
3.
Defaults Upon Senior Securities
39
Item
4.
Mine Safety Disclosures
39
Item
5.
Other Information
39
Item
6.
Exhibits
40
Signatures
41
2
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
June
28, 2026
September
28, 2025
(Unaudited)
ASSETS
Cash and cash
equivalents
$ 4,344,754
$ 3,877,394
Accounts receivable, net
277
18,293
Inventories, net
321,845
313,556
Prepaid
expenses and other current assets
200,141
231,678
Total
current assets
4,867,017
4,440,921
Property and equipment, net
14,984,177
15,023,230
Intangible assets, net
14,815
22,615
Other
assets
15,343
12,676
TOTAL
ASSETS
$ 19,881,352
$ 19,499,442
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts
payable
$ 172,416
$ 92,608
Other
current liabilities
506,281
667,243
Current
portion of long-term debt
342,064
397,830
Total
current liabilities
1,020,761
1,157,681
Long-term debt, net
2,534,573
2,787,718
Other liabilities
66,358
—
Deferred
tax liability, net
460,700
288,901
TOTAL
LIABILITIES
4,082,392
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; 753,577
and 753,577
shares issued and 749,709 and 753,577 outstanding, respectively
754
754
Additional
paid-in capital
5,093,567
5,093,567
Treasury
stock, at cost, 3,868 and zero shares, respectively
( 151,989 )
—
Accumulated other comprehensive loss
( 50,433
)
—
Retained
earnings
10,907,061
10,170,821
TOTAL
STOCKHOLDERS’ EQUITY
15,798,960
15,265,142
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 19,881,352
$ 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)
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
For the 13 weeks ended
For the 39 weeks ended
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
Park revenue
$ 3,424,373
$ 3,397,658
$ 7,744,685
$ 7,096,033
Sale of animals
74,930
78,262
144,363
152,366
Total revenue
3,499,303
3,475,920
7,889,048
7,248,399
Cost of sales (exclusive of depreciation and amortization)
481,650
401,846
1,057,260
968,507
Selling, general and administrative
1,838,398
1,813,001
5,188,647
5,135,513
Depreciation and amortization
220,799
230,756
648,051
659,619
Contested proxy and related matters, net
—
( 103,657 )
—
( 670,814 )
Other operating expense (income), net
—
13,750
( 3,799 )
13,698
Income from operations
958,456
1,120,224
998,889
1,141,876
Other (income), net
( 17,454 )
( 18,345 )
( 59,331 )
( 57,050 )
Interest expense
45,292
53,970
139,903
166,148
Income before income taxes
930,618
1,084,599
918,317
1,032,778
Income tax expense
187,862
260,229
182,077
263,129
NET INCOME
$ 742,756
$ 824,370
$ 736,240
$ 769,649
NET EARNINGS PER COMMON SHARE
Basic
$ 0.99
$ 1.09
$ 0.98
$ 1.02
Diluted
$ 0.99
$ 1.09
$ 0.98
$ 1.02
Weighted average common shares outstanding:
Basic
750,001
754,862
751,900
756,467
Diluted
750,001
754,862
751,900
756,467
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
4
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For the 13 weeks ended
For the 39 weeks ended
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
NET INCOME
$ 742,756
$ 824,370
$ 736,240
$ 769,649
Other comprehensive (loss), net of tax
Unrealized loss on interest rate swap designated as cash flow hedge, net of tax
( 50,433 )
—
( 50,433 )
—
COMPREHENSIVE INCOME
$ 692,323
$ 824,370
$ 685,807
$ 769,649
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
5
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the 39 weeks ended June 28, 2026
(Unaudited)
Shares
Amount
Capital
Stock
Earnings
Equity
Accumulated
Common
Stock
Issued
Additional
Paid-In
Treasury
Other Comprehensive
Retained
Total
Stockholders’
Shares
Amount
Capital
Stock
Loss
Earnings
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
Net income
—
—
—
—
—
742,756
742,756
Unrealized loss on interest rate swap, net of tax
—
—
—
—
( 50,433
)
—
( 50,433 )
Purchases
of treasury stock
( 2,868 )
—
—
( 112,289 )
—
—
( 112,289 )
Balance
at June 28, 2026
749,709
$ 754
$ 5,093,567
$ ( 151,989 )
$
( 50,433
)
$ 10,907,061
$ 15,798,960
Shares
Amount
Capital
Stock
Earnings
Equity
For
the 39 weeks ended June 29, 2025
Accumulated
Common
Stock
Issued
Additional
Paid-In
Treasury
Other Comprehensive
Retained
Total
Stockholders’
Shares
Amount
Capital
Stock
Loss
Earnings
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
Net loss
—
—
—
—
—
( 247,762 )
( 247,762 )
Balance
at March 30, 2025
757,270
$ 757
$ 5,234,732
$ —
$
—
$ 8,658,017
$ 13,893,506
Net income
—
—
—
—
—
824,370
824,370
Net
income (loss)
—
—
—
—
824,370
824,370
Reverse
Forward Stock Split (1)
( 3,663 )
( 3 )
( 141,165 )
—
—
—
( 141,168 )
Balance
at June 29, 2025
753,607
$ 754
$ 5,093,567
$ —
$
—
$ 9,482,387
$ 14,576,708
(1)
Cash paid for fractional shares.
Refer to Note 7, Stockholders’ Equity for further information about the Reverse/Forward Stock Split.
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
6
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
June
28, 2026
June
29, 2025
For
the 39 weeks ended
June
28, 2026
June
29, 2025
CASH FLOWS
FROM OPERATING ACTIVITIES
Net income
$ 736,240
$ 769,649
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation
and amortization expense
648,051
659,619
Amortization
of debt issuance costs
4,769
4,716
Interest
accrued on certificates of deposit
—
( 3,368 )
Former
2025 Term Loan accrued interest added to principal
812
—
Deferred
income taxes
187,724
263,300
(Gain)
loss on disposal of property and equipment, net
( 3,799 )
13,698
Change
in assets and liabilities:
Accounts
receivable, net
18,016
34,570
Inventories,
net
( 8,289 )
33,993
Prepaid
expenses and other current assets
28,870
227,251
Accounts
payable
21,138
( 1,153,055 )
Other
current liabilities
( 160,962 )
32,512
Net cash
provided by operating activities
1,472,570
882,885
CASH FLOWS
FROM INVESTING ACTIVITIES
Maturity
of certificates of deposit, including interest
—
838,442
Purchases
of property and equipment
( 545,626 )
( 1,181,849 )
Proceeds
from sales of property and equipment
6,897
24,000
Net cash
(used in) investing activities
( 538,729 )
( 319,407 )
CASH
FLOWS FROM FINANCING ACTIVITIES
Payoff
of 2020 Term Loan
—
( 2,389,544 )
Proceeds
from Former 2025 Term Loan
—
2,500,000
Proceeds
from Term Loan
—
2,500,000
Payments
on 2021 Term Loan
( 217,472 )
( 209,401 )
Payments
on Former 2025 Term Loan
( 82,124 )
( 64,282 )
Payments
on Term Loan
( 82,124 )
( 64,282 )
Payments
on Former 2025 Term Loan debt issuance costs
—
( 60,716 )
Payments
on Current 2025 Term Loan debt issuance costs
( 14,896 )
—
Purchases
of treasury stock
( 151,989 )
—
Reverse
Forward Stock Split payment of fractional shares
—
( 141,168 )
Net cash
(used in) financing activities
( 466,481 )
( 365,111 )
NET INCREASE
IN CASH AND CASH EQUIVALENTS
467,360
198,367
CASH AND
CASH EQUIVALENTS
Beginning of period
3,877,394
2,489,294
End of period
$ 4,344,754
$ 2,687,661
SUPPLEMENTAL
CASH FLOW INFORMATION:
Purchases of property and
equipment in accounts payable
$ 58,670
$ —
Cash paid for interest
$ 141,520
$ 148,575
Cash paid (refunded) for income
taxes
$ 8,000
$ ( 79,242 )
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
7
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June
28, 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.
●
“Current
2025 Term Loan” – Amended and Restated Term loan credit agreement, dated as of June 17, 2026, between the Company and
Cendera Bank.
●
“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.
●
“Former 2025 Term Loan” – Term loan
credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank, N.A.
●
“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.
●
“SOFR” – Secured Overnight Funding Rate.
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.”
8
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 the Company experiences 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. The Company 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 SEC on December 12, 2025.
Accounting
Method
The
Company recognizes income and expenses based on the accrual method of accounting.
9
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 June 28, 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 June 28, 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
Company typically carries limited accounts receivable balances because the parks are primarily an upfront payment business. The Company had accounts receivable of $ 277 ,
$ 18,293 and
$ 63,784 as of
June 28, 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 June 28, 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
June
28, 2026
September
28, 2025
Prepaid insurance
$ 64,542
$ 145,144
Prepaid income & sales
taxes
39,580
33,796
Prepaid advertising and marketing
48,756
24,108
Prepaid
other & other current assets
47,263
28,630
Total
prepaid expenses and other current assets
$ 200,141
$ 231,678
10
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
June
28, 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
3,644,795
3,433,711
7 - 25 years
Buildings and structures
5,072,634
4,938,115
10 - 39 years
Animal shelters and habitats
3,879,829
3,766,540
10 - 39 years
Park animals
1,129,596
1,100,472
5 - 25 years
Equipment - concession and
related
513,101
513,616
3 - 15 years
Equipment and vehicles - yard
and field
720,518
713,974
3 - 15 years
Vehicles - buses and rental
359,643
355,177
3 - 5 years
Rides and entertainment
152,156
152,156
5 - 7 years
Furniture and fixtures
47,884
27,160
5 - 10 years
Construction
in progress
134,547
87,319
Property and equipment, cost
22,191,209
21,624,746
Less:
Accumulated depreciation
( 7,207,032 )
( 6,601,516 )
Property
and equipment, net
$ 14,984,177
$ 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 $ 218,200 and $ 227,753 for the 13 weeks ended June 28, 2026 and June 29, 2025, respectively, and for the 39 weeks
ended June 28, 2026 and June 29, 2025 was $ 640,251 and $ 650,610 , 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 $ 2,599 and $ 3,003 for the
13 weeks ended June 28, 2026 and June 29, 2025, respectively, and for the 39 weeks ended June 28, 2026 and June 29, 2025 was $ 7,800 and
$ 9,009 , respectively. Accumulated amortization was $ 53,988 and $ 46,188 as of June 28, 2026 and September 28, 2025, respectively.
Scheduled
future amortization of intangible assets is as follows as of June 28, 2026:
SCHEDULE
OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
Fiscal years ending
2026 remaining
$ 2,596
2027
2,405
2028
2,405
2029
2,405
2030
2,405
Thereafter
2,599
Total
$ 14,815
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 39 weeks ended June 28, 2026 and June 29, 2025, respectively.
11
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: Observable inputs
such as quoted prices in active markets for identical assets or liabilities.
•
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities
in markets that are not active and market-corroborated inputs which are derived principally
from or corroborated by observable market data.
•
Level 3: Unobservable
inputs, including inputs derived from valuation techniques in which one or more significant inputs or value drivers are unobservable
or inputs reflecting the reporting entity’s own assumptions.
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 that are disclosed at fair value on a recurring basis include our long-term debt and derivatives. As of
June 28, 2026 and September 28, 2025, the fair value of the Company’s long-term debt was $ 2.93
million and $ 3.21
million, respectively. As of June 28, 2026 and September 28, 2025, the fair value of the Company’s interest rate swap
liability was $ 66,358
and none ,
respectively. The measurement of the fair value of long-term debt is based upon inquiries of the financial institutions holding the
respective loans and the interest rate swap from a discounted cash flow model using observable SOFR forward curves both
considered as 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.
Derivative Financial Instruments
The Company, through its wholly owned subsidiaries, uses interest rate swap contracts to manage interest rate exposures. If a derivative is designated as a cash flow hedge,
then the fair value of the derivative is recorded on the Consolidated Balance Sheets at fair value and changes in fair value qualifying for cash-flow-hedge accounting
are recorded in Other comprehensive income (loss) and Accumulated other comprehensive income (loss), with amounts reclassified to interest
expense when the hedged interest payments affect earnings.
Hedges of Interest Rate Risk
On June 17, 2026, the Company, through its
wholly owned subsidiary Aggieland Wild Animal – Texas, entered into a Rate Conversion Agreement, an interest rate swap, with
ARC Fixed Rate Provider, with Cendera Bank acting as servicing agent, to manage variability in the amount of cash payments of
the related debt (“Rate Conversion Agreement”). The Company’s objective in using the interest rate swap is to add
stability to interest expense and to manage the Company’s exposure to interest rate movements. The Company designated the
interest rate swap as a cash flow hedge. Interest rate swaps designated as cash flow hedges typically
involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the
contract without exchange of the underlying notional amount. Under the Rate Conversion Agreement, the Company pays Cendera Bank the 6.99 %
fixed rate of interest and Cendera Bank, acting as the servicing agent for ARC Fixed Rate Provider, settles the variable amounts
with ARC Fixed Rate Provider. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest
expense. Amounts reported in Accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to
interest expense as interest payments are accrued or made on our variable-rate debt.
Other
Current Liabilities
Other
current liabilities consisted of the following:
SCHEDULE OF OTHER CURRENT LIABILITIES
June
28, 2026
September
28, 2025
Accrued professional
fees
$ 148,805
$ 155,800
Deferred revenue
148,514
149,286
Accrued property & income
taxes
75,361
106,688
Accrued compensation
58,154
178,128
Accrued sales taxes
46,838
42,115
Accrued interest
12,090
13,360
Other
16,519
21,866
Other
current liabilities
$ 506,281
$ 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.
12
PARKS!
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 June 28, 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
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Deferred revenue beginning of period
$ 162,532
$ 129,037
$ 149,286
$ 115,950
Deferred revenue recognized
in period
( 50,710 )
( 68,429 )
( 200,096 )
( 191,267 )
Revenue
deferred in period
36,692
90,961
199,324
226,886
Deferred revenue end
of period
$ 148,514
$ 151,569
$ 148,514
$ 151,569
The
Company provides disaggregation of revenue based on geography in Note 11, 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 consists principally of cost of resale animal food sold 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 $ 195,804
and $ 256,633
for the 13 weeks ended June 28, 2026 and June 29, 2025, respectively and $ 688,565
and $ 623,156
for the 39 weeks ended June 28, 2026 and June 29, 2025, respectively, and these amounts are reported in Selling, general and
administrative expenses in the Consolidated Statements 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 June 28, 2026 and June 29, 2025, respectively.
Transactions
with Related Parties
The
Company’s Board of Directors closely monitors and approves transactions with related parties.
As
of June 28, 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.
13
PARKS!
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 June 28, 2026
or September 28, 2025.
Other Comprehensive Income (Loss)
Other
comprehensive loss encompasses all changes in equity other than those arising from shareholders and is comprised solely of
an unrealized loss on the interest rate swap designated as a cash flow hedge.
SCHEDULE
OF OTHER COMPREHENSIVE INCOME LOSS
For the 13 weeks ended
For the 39 weeks ended
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
Beginning balance: Accumulated other comprehensive loss
$ —
$ —
$ —
$ —
Accumulated other comprehensive loss
$ —
$ —
$ —
$ —
Other comprehensive (loss)
Unrealized loss on interest rate swap designated as cash flow hedge (net of tax $ ( 15,925 ) , $ 0 , $ ( 15,925 ) , $ 0 , respectively)
( 50,433 )
—
( 50,433 )
—
Ending balance: Accumulated other comprehensive loss (net of tax $ ( 15,925 ) , $ 0 , $ ( 15,925 ) , $ 0 , respectively)
$ ( 50,433 )
$ —
$ ( 50,433 )
$ —
Accumulated other comprehensive loss
$ ( 50,433 )
$ —
$ ( 50,433
$ —
No amounts were reclassified out of Accumulated other comprehensive loss
during any of the periods presented.
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
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Net income
$ 742,756
$ 824,370
$ 736,240
$ 769,649
Basic weighted average shares outstanding
750,001
754,862
751,900
756,467
Diluted weighted average shares outstanding
750,001
754,862
751,900
756,467
Earnings per share
Basic
$ 0.99
$ 1.09
$ 0.98
$ 1.02
Diluted
$ 0.99
$ 1.09
$ 0.98
$ 1.02
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 11, Business
Segments .
14
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU
2025-09”). ASU 2025-09 introduces targeted amendments intended to further align hedge accounting with an entity’s management
activities and to simplify the application of certain aspects of the hedge accounting guidance in ASC 815. The new standard is effective
for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of ASU
2025-09 on the Company’s consolidated financial statements and disclosures.
In
December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. (ASU 2025-11”). 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.
15
PARKS!
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 13 and 39 weeks ended June 28, 2026, contested proxy and related matters expenses were none. During the 13 weeks
ended June 29, 2025 a credit of $ 103,657 was
recorded from the reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement of
outstanding invoices. During the 39 weeks ended June 29, 2025, the $ 670,814 credit
included $ 567,157 of
insurance proceeds received 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. The remaining credit of $ 103,657 was
recognized from the reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement of
outstanding invoices.
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 $ 0.61 million and $ 0.83 million as of June 28, 2026 and September 28, 2025, respectively.
16
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
4. LONG-TERM DEBT (CONTINUED)
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 Former 2025 Term Loan.
On September
30, 2024 , Aggieland-Parks, Inc., completed a refinancing transaction for the Former 2025 Term Loan with Cendera Bank, N.A.
The Former 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, with interest at a daily adjusted rate equal to
the Prime Rate minus 0.50%. The initial interest rate was 7.50 %.
As of June 16, 2026, the effective interest rate was 6.25 %. The
Former 2025 Term Loan had 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 was reduced with the decrease in the effective interest rate to $ 21,619
as of June 16, 2026. Aggieland-Parks, Inc., paid approximately $ 60,716
of fees and expenses in connection with the Former 2025 Term Loan.
The
Former 2025 Term Loan was 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.
On
June 17, 2026, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, completed a refinancing
transaction with Cendera Bank resulting in the amendment and restatement of the Term Loan Agreement dated September 30, 2024 between
Aggieland-Parks, Inc. and Cendera Bank, N.A., predecessor to Cendera Bank (“Current 2025 Term Loan”).
The
Current 2025 Term Loan provided a principal balance of $ 2.33
million and will mature on June 1, 2033. The
Current 2025 Term Loan has a term of seven years, with a 25-year amortization, and a balloon payment of the outstanding principal
balance due on June 1, 2033 . The monthly loan payment will be $ 16,561 .
The
applicable interest rate of the Current 2025 Term Loan is based on an adjusted rate equal to the Chicago Mercantile Exchange
(“CME”) 1-month term SOFR plus 2.70%. The CME 1-month term SOFR was 3.64% as of June 17, 2026, providing an initial
interest rate of 6.34%. As of June 28, 2026, the CME 1-month term SOFR rate was 3.64%. Concurrently, the Company, through its wholly owned subsidiary, Aggieland Wild Animal
– Texas entered
into a Rate Conversion Agreement with third-party provider, SouthState Bank, N.A., doing business as ARC Fixed Rate Provider, with Cendera Bank acting as servicing agent. The
Rate Conversion Agreement is coterminous with the Current 2025 Term Loan and effectively converts the variable
adjusted rate interest payments into a fixed rate obligation, resulting in a fixed interest rate of 6.99% over the term of the loan.
Aggieland-Parks, Inc. paid $ 14,896
in fees and expenses in connection with the Current 2025 Term Loan.
The
Rate Conversion Agreement, interest rate swap, is designated as a cash flow hedge and the fair value of the derivative is recorded on
the Consolidated Balance Sheets at fair value, and changes in fair value qualifying for cash-flow-hedge accounting are recorded in Other
comprehensive income (loss) and Accumulated other comprehensive income (loss), with amounts reclassified to interest expense when the
hedged interest payments affect earnings.
The
Current 2025 Term Loan is secured by substantially all the Aggieland-Parks, Inc.’s assets. Pursuant to the Guaranty Agreement,
the Current 2025 Term Loan is guaranteed by the parent company, Parks! America, Inc. The Current 2025 Term Loan refinancing removes
the requirement of the cash collateral reserve of $ 2.5
million established by Focused Compounding Fund, L.P. with Cendera Bank included in the original Term Loan Agreement dated September
30, 2024.
The
Guaranty Agreement and Amended and Restated Loan Agreement are subject to certain financial covenants including that, Parks! America,
Inc., as guarantor, and Aggieland Parks, Inc., as borrower, independently maintain a minimum Debt Service Coverage Ratio of at least
1.20 to 1.00 on a trailing twelve-month basis. Both the Guaranty Agreement and Amended and Restated Loan Agreement contain certain affirmative
covenants, including, among other things, reporting requirements such as delivery of financial statements, federal or state income tax
filings and such other reports.
The
outstanding balance of the Current 2025 Term Loan was $ 2.33
million and the Former 2025 Term Loan was $ 2.41
million as of June 28, 2026 and September 28, 2025, respectively.
17
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
4. LONG-TERM DEBT (CONTINUED)
Interest
expense of $ 45,292 and $ 53,970 for the 13 weeks ended June 28, 2026 and June 29, 2025, respectively, includes amortization of debt issuance
costs of $ 1,625 and $ 1,572 , respectively. Interest expense of $ 139,903 and $ 166,148 for the 39 weeks ended June 28, 2026 and June 29,
2025, respectively, includes amortization of debt issuance costs of $ 4,769 and $ 4,716 , respectively.
The
following table presents the aggregate of the Company’s outstanding long-term debt:
SCHEDULE OF OUTSTANDING LONG TERM DEBT
June
28, 2026
September
28, 2025
Term Loan principal
outstanding
$ 2,942,004
$ 3,240,788
Less: Current portion of long-term
debt
( 342,064 )
( 397,830 )
Less:
Unamortized debt issuance costs
( 65,367 )
( 55,240 )
Long-term
debt, net
$ 2,534,573
$ 2,787,718
As
of June 28, 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
June 28, 2026
Fiscal years ending
2026 remaining
$ 89,246
2027
338,378
2028
272,638
2029
41,201
2030
44,217
Thereafter
2,156,324
Total
$ 2,942,004
NOTE 5. DERIVATIVES AND HEDGING ACTIVITIES
The Company, through its wholly owned subsidiaries,
may enter into derivative financial instruments to manage risks related to interest rates.
The following table summarizes the fair value of the
interest rate swap agreement as recorded in the Company’s Consolidated Balance Sheets:
SCHEDULE OF FAIR VALUE OF THE
INTEREST RATE SWAP AGREEMENTS
Balance sheet location
Fair Value
Balance sheet location
Fair Value
June 28, 2026
September 28, 2025
Balance sheet location
Fair Value
Balance sheet location
Fair Value
Interest rate swap
Other liabilities
$ ( 66,358 )
—
—
Derivatives Designated as Hedging Instruments
The Company, through its wholly owned subsidiaries,
may periodically enter into interest rate swap agreements to reduce its exposure to fluctuations in interest rates on variable interest
rate debt and their impact on earnings and cash flows. The Company designates its interest rate swaps as cash flow hedges at inception.
On June 17, 2026, the Company, through its
wholly owned subsidiary Aggieland Wild Animal – Texas, entered into the Rate Conversion Agreement, interest rate swap, with
ARC Fixed Rate Provider, with Cendera Bank acting as servicing agent, with a notional amount of $ 2.33
million to convert the Current 2025 Term Loan, with a principal amount of $ 2.33
million and variable rate CME 1-month SOFR debt, to a fixed interest rate of 6.99 %
that matures on June
1, 2033 , the same maturity date as the Current 2025 Term Loan. As of June 28, 2026 the Rate Conversion Agreement had a
notional amount of $ 2.33
million and declines over the term of the loan. The fair value of the interest rate swap was a liability of $ 66,358
and none as
of June 28, 2026 and September 28, 2025, respectively, and is included in Other liabilities in the Consolidated Balance
Sheets. The interest rate swap was designated for hedge accounting treatment as a cash flow hedge. The Company
records gains and losses due to changes in fair value of the derivatives in Other comprehensive income (loss) and Accumulated other
comprehensive income (loss), with amounts reclassified to interest expense when the hedged interest payments affect earnings.
The following table summarizes the effects of derivatives designated as hedging instruments in the Company’s
Consolidated Financial Statements:
SCHEDULE OF EFFECTS OF DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
Amount of pre-tax loss recognized in OCI
Loss reclassified from OCI
For the 13 weeks ended
Location of
For the 13 weeks ended
June 28, 2026
June 29, 2025
loss reclassified from OCI
June 28, 2026
June 29, 2025
Interest rate swap
$ ( 66,358 )
—
Interest expense
—
—
As of June 28, 2026, the Company estimates that approximately $ 15,000
of expense will be reclassified from Accumulated other comprehensive loss to interest expense during the twelve months ending July
4, 2027.
NOTE
6. 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 the 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 the 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
7. 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.
18
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
7. 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 39 weeks ended June 28, 2026 and June 29, 2025 under
the 2025 Share Repurchase Program:
SCHEDULE
OF SHARE REPURCHASE
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Number
of shares repurchased
2,868
—
3,868
—
Total
cost
$ 112,289
—
$ 151,989
—
Average
per share cost (1)
$ 39.15
—
$ 39.29
—
(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 39 weeks ended June
28, 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 39 weeks ended June 28, 2026 and June 29, 2025, respectively.
Officers,
directors and their controlled entities own approximately 42.36 % of the outstanding common stock of the Company as of June 28, 2026.
NOTE
8. INCOME TAXES
Provision
for Income Taxes
The
Company recorded tax expense at an overall effective rate of 20.2 % and 24.0 % for the 13 weeks ended June 28, 2026 and June 29, 2025,
respectively. The Company recorded tax expense at an overall effective rate of 19.8 % and 25.5 % for the 39 weeks ended June 28, 2026
and June 29, 2025, respectively. The overall effective tax rates for the 13 and 39 weeks ended June 28, 2026 and June 29, 2025 vary from
the U.S. federal statutory rate of 21.0 % primarily due to Georgia state taxes.
NOTE
9. 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
10. MAJOR VENDORS
The
Company had two vendors, exclusive to the Georgia Park, that accounted for approximately 24 %
and 28 % of consolidated cost of sales for the 39 weeks ended June 28, 2026 and June 29, 2025, respectively. The Company expects to maintain
its relationships with these vendors but would have replacements available if ties to these suppliers were discontinued.
19
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
11. 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 June 28, 2026
Georgia
Park
Missouri
Park
Texas
Park
Consolidated
Total revenue
$ 2,002,395
$ 848,357
$ 648,551
$ 3,499,303
Less
significant expense categories (1) :
Cost
of animal food, merchandise and food (1)
319,342
94,850
67,458
481,650
Other
revenue driven costs (2)
43,090
29,456
19,602
92,148
Personnel
costs (3)
406,635
259,093
154,120
819,848
Advertising
and marketing
67,162
51,150
70,739
189,051
Other
segment expenses (4)
272,487
104,729
112,498
489,714
Segment
income
$ 893,679
$ 309,079
$ 224,134
$ 1,426,892
Segment
operating income as percentage of total revenue
44.6 %
36.4 %
34.6 %
40.8 %
Georgia Park
Missouri Park
Texas Park
Consolidated
For
the 13 weeks ended June 29, 2025
Georgia
Park
Missouri
Park
Texas
Park
Consolidated
Total revenue
$ 1,999,462
$ 656,191
$ 820,267
$ 3,475,920
Less
significant expense categories (1) :
Cost
of animal food, merchandise and food (1)
231,046
70,071
100,729
401,846
Other
revenue driven costs (2)
40,946
12,848
15,462
69,256
Personnel
costs (3)
381,265
196,445
169,849
747,559
Advertising
and marketing
91,284
68,690
91,555
251,529
Other
segment expenses (4)
266,251
91,388
109,141
466,780
Segment
income
$ 988,670
$ 216,749
$ 333,531
$ 1,538,950
Segment
operating income as percentage of total revenue
49.4 %
33.0 %
40.7 %
44.3 %
(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.
20
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
11. BUSINESS SEGMENTS (CONTINUED)
Georgia Park
Missouri Park
Texas Park
Consolidated
For
the 39 weeks ended June 28, 2026
Georgia
Park
Missouri
Park
Texas
Park
Consolidated
Total revenue
$ 4,327,555
$ 1,678,587
$ 1,882,906
$ 7,889,048
Less
significant expense categories (1) :
Cost
of animal food, merchandise and food (1)
619,144
186,049
252,067
1,057,260
Other
revenue driven costs (2)
95,472
53,271
52,047
200,790
Personnel
costs (3)
1,093,093
648,766
458,836
2,200,695
Advertising
and marketing
249,736
179,635
241,467
670,838
Other
segment expenses (4)
809,533
304,076
316,913
1,430,522
Segment
income
$ 1,460,577
$ 306,790
$ 561,576
$ 2,328,943
Segment
operating income as percentage of total revenue
33.8 %
18.3 %
29.8 %
29.5 %
Georgia Park
Missouri Park
Texas Park
Consolidated
For
the 39 weeks ended June 29, 2025
Georgia
Park
Missouri
Park
Texas
Park
Consolidated
Total revenue
$ 4,156,567
$ 1,320,280
$ 1,771,552
$ 7,248,399
Less
significant expense categories (1) :
Cost of
animal food, merchandise and food (1)
548,029
154,103
266,375
968,507
Other
revenue driven costs (2)
83,191
25,759
34,875
143,825
Personnel
costs (3)
1,000,819
524,466
528,620
2,053,905
Advertising
and marketing
217,519
154,713
238,471
610,703
Other
segment expenses (4)
835,851
286,912
354,606
1,477,369
Segment
income
$ 1,471,158
$ 174,327
$ 348,605
$ 1,994,090
Segment
operating income as percentage of total revenue
35.4 %
13.2 %
19.7 %
27.5 %
(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 before income
taxes:
SCHEDULE
OF RECONCILIATION OF REPORTING SEGMENT INCOME TO INCOME BEFORE INCOME TAXES
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Consolidated segment
income
$ 1,426,892
$ 1,538,950
$ 2,328,943
$ 1,994,090
Less:
Unallocated
corporate expenses (1)
247,637
277,876
685,802
849,711
Depreciation and amortization
220,799
230,756
648,051
659,619
Contested proxy and related
matters, net
—
( 103,657 )
—
( 670,814 )
Other
operating expense (income), net
—
13,750
( 3,799 )
13,698
Other (income), net
( 17,454 )
( 18,345 )
( 59,331 )
( 57,050 )
Interest
expense
45,292
53,970
139,903
166,148
Income
before income taxes
$ 930,618
$ 1,084,599
$ 918,317
$ 1,032,778
(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.
21
PARKS!
AMERICA, INC. AND SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
11. BUSINESS SEGMENTS (CONTINUED)
Additional
Segment Data
SCHEDULE OF ADDITIONAL SEGMENT DATA
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Depreciation and amortization
Georgia
Park
$ 109,438
$ 106,876
$ 319,043
$ 295,124
Missouri
Park
51,718
55,332
152,860
163,413
Texas
Park
59,228
68,134
174,903
199,840
Corporate
415
414
1,245
1,242
Total
depreciation and amortization
$ 220,799
$ 230,756
$ 648,051
$ 659,619
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
For
the 13 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Capital expenditures
Georgia
Park
$ 45,010
$ 65,100
$ 384,398
$ 1,003,894
Missouri
Park
43,451
30,364
90,535
63,887
Texas
Park
25,332
—
70,693
114,068
Total
capital expenditures
$ 113,793
$ 95,464
$ 545,626
$ 1,181,849
June
28, 2026
September
28, 2025
As
of
June
28, 2026
September
28, 2025
Assets
Georgia
Park
$ 7,815,359
$ 8,043,972
Missouri
Park
3,560,214
3,299,882
Texas
Park
8,414,466
8,135,982
Corporate
91,313
19,606
Total
assets
$ 19,881,352
$ 19,499,442
22
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 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.
●
“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.
●
“Current
2025 Term Loan” – Amended and Restated Term loan credit agreement, dated as of June 17, 2026, between the Company and Cendera
Bank.
●
“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.
●
“Former 2025 Term Loan”
– Term loan credit agreement, dated as of September 30, 2024, between the Company and
Cendera Bank, N.A.
●
“Fourth Quarter
2025” – The 13 weeks ended September 28, 2025.
●
“GAAP” –
Accounting principles generally accepted in the United States.
●
“SEC”
– The United States Securities and Exchange Commission.
●
“SOFR” – Secured Overnight Funding
Rate.
●
“Second Quarter 2026” — The 13
weeks ended March 29, 2026.
●
“Second Quarter 2025” — The 13
weeks ended March 30, 2025.
●
“Third Quarter 2026” — The 13
weeks ended June 28, 2026.
●
“Third Quarter 2025” — The 13
weeks ended June 29, 2025.
●
“Year-to-Date 2026” — The 39 weeks
ended June 28, 2026.
●
“Year-to-Date 2025” — The 39 weeks
ended June 29, 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.
23
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 park locations 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.
24
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.
For Year-to-Date 2026 and Year-to-Date 2025, contested proxy and related matters, net was zero and a credit of $670,814. The $670,814
credit for Year-to-Date 2025 consisted of $567,157 of insurance proceeds received under our directors and officers insurance related
to this matter during First Quarter 2025. These proceeds were used to pay certain legal bills associated with the contested proxy and
related matters. The remaining credit of $103,657 was recognized in Third Quarter 2025 from the reversal of previously accrued contested
proxy legal fees that were waived as part of the full settlement of outstanding invoices. See Note 3, Contested Proxy and Related
Matters , to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
25
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
26
The
following table sets forth, for the periods indicated, selected income statement data.
For the 13 weeks ended
For the 13 weeks ended
June 28, 2026
June 29, 2025
$’s
% of Total Revenue
$’s
% of Total Revenue
Park revenue
$ 3,424,373
97.9 %
$ 3,397,658
97.7 %
Sale of animals
74,930
2.1 %
78,262
2.3 %
Total revenue
3,499,303
100.0 %
3,475,920
100.0 %
Cost of sales (exclusive of depreciation and amortization)
481,650
13.8 %
401,846
11.6 %
Selling, general and administrative
1,838,398
52.5 %
1,813,001
52.2 %
Depreciation and amortization
220,799
6.3 %
230,756
6.6 %
Contested proxy and related matters, net
—
0.0 %
(103,657 )
-3.0 %
Other operating expense, net
—
0.0 %
13,750
0.4 %
Income from operations
958,456
27.4 %
1,120,224
32.2 %
Other (income), net
(17,454 )
-0.5 %
(18,345 )
-0.5 %
Interest expense
45,292
1.3 %
53,970
1.5 %
Income before income taxes
930,618
26.6 %
1,084,599
31.2 %
Income tax expense
187,862
5.4 %
260,229
7.5 %
Net income
$ 742,756
21.2 %
$ 824,370
23.7 %
For the 39 weeks ended
For the 39 weeks ended
June 28, 2026
June 29, 2025
Dollar Amount
% of Total Revenue
Dollar Amount
% of Total Revenue
Park revenue
$ 7,744,685
98.2 %
$ 7,096,033
97.9 %
Sale of animals
144,363
1.8 %
152,366
2.1 %
Total revenue
7,889,048
100.0 %
7,248,399
100.0 %
Cost of sales (exclusive of depreciation and amortization)
1,057,260
13.4 %
968,507
13.4 %
Selling, general and administrative
5,188,647
65.8 %
5,135,513
70.9 %
Depreciation and amortization
648,051
8.2 %
659,619
9.1 %
Contested proxy and related matters, net
—
0.0 %
(670,814 )
-9.3 %
Other operating (income) expense, net
(3,799 )
0.0 %
13,698
0.2 %
Income from operations
998,889
12.6 %
1,141,876
15.7 %
Other (income), net
(59,331 )
-0.8 %
(57,050 )
-0.8 %
Interest expense
139,903
1.8 %
166,148
2.3 %
Income before income taxes
918,317
11.6 %
1,032,778
14.2 %
Income tax expense
182,077
2.3 %
263,129
3.6 %
Net income
$ 736,240
9.3 %
$ 769,649
10.6 %
27
Discussion
and Analysis
Consolidated
and Segment Results of Operations for Third Quarter 2026 as Compared to Third 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 Third Quarter
2026 for comparison to Third 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 June 28, 2026 and June 29, 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
June 28,
2026
June 29,
2025
June 28,
2026
June 29,
2025
June 28,
2026
June 29,
2025
June 28,
2026
June 29,
2025
Total revenue
$ 2,002,395
$ 1,999,462
$ 848,357
$ 656,191
$ 648,551
$ 820,267
$ 3,499,303
$ 3,475,920
Less significant expense categories: (1)
Cost of animal food, merchandise and food
319,342
231,046
94,850
70,071
67,458
100,729
481,650
401,846
Other revenue driven costs (2)
43,090
40,946
29,456
12,848
19,602
15,462
92,148
69,256
Personnel costs (3)
406,635
381,265
259,093
196,445
154,120
169,849
819,848
747,559
Advertising and marketing
67,162
91,284
51,150
68,690
70,739
91,555
189,051
251,529
Other segment expenses (4)
272,487
266,251
104,729
91,388
112,498
109,141
489,714
466,780
Segment income
893,679
988,670
309,079
216,749
224,134
333,531
1,426,892
1,538,950
Segment operating margin %
44.6 %
49.4 %
36.4 %
33.0 %
34.6 %
40.7 %
40.8 %
44.3 %
Less:
Unallocated corporate expenses (5)
247,637
277,876
Depreciation and amortization
220,799
230,756
Contested proxy and related matters, net
—
(103,657 )
Other operating expense, net
—
13,750
Other (income), net
(17,454 )
(18,345 )
Interest expense
45,292
53,970
Income before income taxes
$ 930,618
$ 1,084,599
(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 June 28, 2026 and June 29, 2025, respectively,
along with proforma Park revenue for the 13 weeks ended June 28, 2026:
For the 13 weeks ended
For the 13 weeks ended
June 28, 2026
Proforma
June 29, 2025
Georgia
$ 1,975,395
$ 1,966,480
$ 1,980,420
Missouri
833,857
818,897
656,191
Texas
615,121
607,909
761,047
Total Park revenue
$ 3,424,373
$ 3,393,286
$ 3,397,658
28
Results
of Operations
Third
Quarter 2026 compared with Third Quarter 2025
Total
Revenue and Park Revenue
Total
revenue was $3.50 million in Third Quarter 2026, an increase of $23,383 or 0.7%, compared to $3.48 million during Third 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 $3.47 million in Third Quarter 2026, a decrease of $7,704 or 0.2% compared to $3.48 million during Third Quarter 2025.
Park
revenue was $3.42 million in Third Quarter 2026, an increase of $26,715 or 0.8%, compared to $3.40 million during Third 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 $3.39 million in Third Quarter 2026, a decrease of $4,372 or 0.1% compared to $3.40 million during Third Quarter 2025.
Animal
sales were $74,930 in Third Quarter 2026, a decrease of $3,332 or 4.3% compared to $78,262 during Third Quarter 2025. The decrease
is driven by the timing of animal sales.
Georgia
Park revenue was $1.98 million in Third Quarter 2026, a decrease of $5,025 or 0.3% compared to $1.98 million during Third Quarter
2025. The decrease was primarily driven by lower in-park guest spending on vehicle rentals due to fewer vehicles available to guests compared to Third Quarter 2025. On a
pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Georgia Park revenue, our Park revenue
was $1.97 million in Third Quarter 2026, a decrease of $13,940 or 0.7% compared to $1.98 million during Third Quarter
2025.
Missouri Park revenue was $833,857 in Third Quarter 2026, an increase
of $177,666 or 27.1% compared to $656,191 during Third Quarter 2025. The increase in admission revenue was driven by higher attendance
compared to the Third Quarter 2025 due to a positive response to community outreach and social media efforts increasing awareness
of the park as well as more favorable weather conditions compared to the Third Quarter 2025. 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 $818,897 in Third Quarter 2026, an increase of $162,706
or 24.8% compared to $656,191 during Third Quarter 2025.
Texas Park revenue was $615,121 in Third
Quarter 2026, a decrease of $145,926 or 19.2% compared to $761,047 during Third Quarter 2025. The decrease is primarily due to lower
admission revenue and gift shop revenue due to lower overall attendance compared to Third Quarter 2025. The decrease in attendance
is primarily driven by the park being open to the public seven days a week for all but the last two weeks of Third Quarter 2025
compared to five days a week throughout the entire Third Quarter 2026. In addition, the marketing mix changed in Third Quarter 2026
which seemed to negatively impact overall attendance. On a pro-forma basis, adjusting for the change to exclude customer transaction
processing fees in Texas Park revenue, our Park revenue was $607,909 in Third Quarter 2026, a decrease of $153,138 or 20.1%
compared to $761,047 during Third Quarter 2025.
Attendance
Georgia
Park attendance increased approximately 0.1% during Third Quarter 2026 compared to Third Quarter 2025.
Missouri
Park attendance increased by approximately 8.5% during Third Quarter 2026 compared to Third Quarter 2025 primarily driven by a
positive response to community outreach and social media as well as more favorable weather conditions compared to Third Quarter
2025.
Texas
Park attendance decreased approximately 40.7% in Third Quarter 2026 compared to Third Quarter 2025. The decrease in attendance is
primarily driven by the park being open to the public seven days a week for all but the last two weeks of Third Quarter 2025
compared to five days a week throughout the entire Third Quarter 2026. In addition, the marketing mix changed in Third Quarter 2026
which seemed to negatively impact overall attendance. In Third Quarter 2025 increased attendance was driven by a positive response
to new admission pass pricing in early May 2025 and effectiveness of new marketing strategies. The new admission pass pricing
offered a safari pass that grants access only to the drive-thru safari and an adventure pass that grants access to both the
drive-thru safari and walkabout adventure zoo. In addition, a family four pack was added that grants access to both the drive-thru
safari and walkabout adventure zoo.
29
Significant
Expenses
Cost
of animal food, merchandise and food
Consolidated
cost of animal food, merchandise and food was $481,650 in Third Quarter 2026, an increase of $79,804 or 19.9% compared to $401,846
during Third Quarter 2025. The increase was driven by price increases in resale animal food and increase in non-resale animal food
purchases compared to Third Quarter 2025.
Other
revenue driven costs
Consolidated
other revenue driven costs were $92,148 in Third Quarter 2026, an increase of $22,892 or 33.1% compared to $69,256 during Third
Quarter 2025 primarily driven by the additional expense related to the transaction processing fees paid to the new ticketing
platform provider that were excluded in Third 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 $60,498 in Third Quarter 2026, a decrease of
$8,758 or 12.6% compared to $69,256 during Third Quarter 2025. Other revenue driven costs during Third Quarter 2026 included a $9,703
cost-plus fee adjustment credit received from our payment processor through
our contractual relationship with our new ticketing platform provider.
Personnel
costs
Consolidated
personnel costs were $819,848 in Third Quarter 2026, an increase of $72,289 or 9.7% compared to $747,559 during Third 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 Third 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 was hired later in Second Quarter 2026 for the benefit of all three
parks.
Advertising
and marketing
Consolidated advertising and marketing expenses were $189,051 in Third Quarter
2026, a decrease of $62,478 or 24.8% compared to $251,529 during Third Quarter 2025. The decrease was driven by lower social media and
digital marketing costs.
Other
segment expenses
Consolidated
other segment expenses were $489,714 in Third Quarter 2026, an increase of $22,934 or 4.9% compared to $466,780 during Third Quarter
2025. The increase was primarily driven by the addition of special events at the parks which are aligned with recognized animal
awareness days and major holidays and high traffic weekends, higher park maintenance expense at our Texas park due to costs incurred
for flood damage repairs on park grounds and higher animal expenses at our Georgia Park due to the cost of transporting a
giraffe from our Missouri Park offset by lower insurance expenses at all three parks.
Segment
Income
Consolidated
segment income was $1.43 million in Third Quarter 2026, a decrease of $112,058 or 7.3% from $1.54 million during Third Quarter
2025.
Georgia Park segment income was $0.89 million
in Third Quarter 2026, a decrease of $94,991 or 9.6% from $0.99 million during Third Quarter 2025. The decrease was primarily driven
by an increase in the cost of resale and non-resale animal food and the changes in significant other segment expenses, primarily
higher personnel costs, higher animal expenses due to costs incurred to transport a giraffe from our Missouri Park, higher
other revenue driven costs, due to the transaction processing fee paid to the new ticketing platform provider, offset by lower
advertising and marketing costs and insurance expense compared to Third Quarter 2025.
Missouri Park segment income was $309,079 in
Third Quarter 2026, an increase of $92,330 or 42.6% from $216,749 during Third Quarter 2025. The increase was primarily driven by an
increase in admission revenue and in-park guest spending on animal encounters offset by changes in significant other segment
expenses, primarily higher personnel costs, higher events and promotions expenses, higher animal expenses, and
higher other revenue driven costs due to the transaction processing fee paid to the new ticketing platform provider, offset by lower
advertising and marketing costs and insurance expense compared to Third Quarter 2025.
Texas Park segment income was $224,134 in
Third Quarter 2026, a decrease of $109,397 or 32.8% from $333,531 during Third Quarter 2025. The decrease was primarily driven by a
decrease in admission revenue and in-park guest spending in the gift shop due to lower attendance and changes in significant other
segment expenses, primarily higher park maintenance expenses due to costs incurred for flood damage repairs on park grounds, higher
other revenue driven costs, due to the transaction processing fee paid to the new ticketing platform provider, offset by lower
personnel costs, lower advertising and marketing costs and lower travel related costs compared to Third Quarter 2025.
Corporate
Expenses
Corporate
expenses were $247,637 in Third Quarter 2026, a decrease of $30,239 or 10.9% from $277,876 during Third Quarter 2025 primarily driven
by lower professional fees, due to timing of accruals, and lower insurance expense compared to Third Quarter 2025.
Depreciation
and Amortization Expense
Depreciation
and amortization expense was $220,799 in Third Quarter 2026, a decrease of $9,957 or 4.3% compared to $230,756 during Third 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.
30
Contested
Proxy and Related Matters, net
Contested
proxy and related matters, net was none in Third Quarter 2026 compared to a credit of $103,657 during Third Quarter 2025. The credit
in Third Quarter 2025 was from the reversal of previously accrued contested proxy legal fees that were waived as part of the full settlement
of outstanding invoices during Third Quarter 2025. 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) Expense, net
Other
operating income, net was none in Third Quarter 2026 compared to other operating expenses, net of $13,750 in Third Quarter 2025. Third
Quarter 2025 included a loss on animal exhibit design costs that were abandoned at the Georgia Park.
Other
Income, net
Other income, net was $17,454 in Third Quarter 2026, a decrease of $891
from $18,345 during Third Quarter 2025.
Interest
Expense
Interest expense was $45,292 in Third Quarter
2026, a decrease of $8,678 from $53,970 or 16.1% during Third Quarter 2025. The decrease was primarily driven by the approximately
75 basis points reduction on the Former 2025 Term Loan variable interest rate compared to Third Quarter 2025 and a decrease in the
2021 Term Loan interest due to lower principal balances.
Income
Taxes
We
recorded income tax expense for Third Quarter 2026 of $187,862 which resulted in an effective tax rate of 20.2% compared to income
tax expense of $260,229 for Third Quarter 2025 which resulted in an effective tax rate of 24.0%. 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 $742,756 and basic and diluted earnings per share of $0.99 in Third Quarter 2026 compared
with Net income of $824,370 and basic and diluted earnings per share of $1.09 in Third Quarter 2025.
The
following table shows our consolidated and segment operating results for the 39 weeks ended June 28, 2026 and June 29, 2025:
Georgia
Park
Missouri
Park
Texas
Park
Consolidated
For
the 39 weeks ended
For
the 39 weeks ended
For
the 39 weeks ended
For
the 39 weeks ended
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
June
28, 2026
June
29, 2025
Total
revenue
$ 4,327,555
$ 4,156,567
$ 1,678,587
$ 1,320,280
$ 1,882,906
$ 1,771,552
$ 7,889,048
$ 7,248,399
Less
significant expense categories: (1)
Cost
of animal food, merchandise and food
619,144
548,029
186,049
154,103
252,067
266,375
1,057,260
968,507
Other
revenue driven costs (2)
95,472
83,191
53,271
25,759
52,047
34,875
200,790
143,825
Personnel
costs (3)
1,093,093
1,000,819
648,766
524,466
458,836
528,620
2,200,695
2,053,905
Advertising
and marketing
249,736
217,519
179,635
154,713
241,467
238,471
670,838
610,703
Other
segment expenses (4)
809,533
835,851
304,076
286,912
316,913
354,606
1,430,522
1,477,369
Segment
income
1,460,577
1,471,158
306,790
174,327
561,576
348,605
2,328,943
1,994,090
Segment
operating margin %
33.8 %
35.4 %
18.3 %
13.2 %
29.8 %
19.7 %
29.5 %
27.5 %
Less:
Unallocated
corporate expenses (5)
685,802
849,711
Depreciation
and amortization
648,051
659,619
Contested
proxy and related matters, net
—
(670,814 )
Other
operating expense (income), net
(3,799 )
13,698
Other
(income), net
(59,331 )
(57,050 )
Interest
expense
139,903
166,148
Income
before income taxes
$ 918,317
$ 1,032,778
(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 39 weeks ended June 28, 2026 and June 29, 2025, respectively, along
with proforma Park revenue for the 39 weeks ended June 28, 2026:
For
the 39 weeks ended
For
the 39 weeks ended
June
28, 2026
Proforma
June
29, 2025
Georgia
$ 4,249,081
$ 4,229,181
$ 4,102,471
Missouri
1,653,236
1,630,736
1,293,000
Texas
1,842,368
1,827,602
1,700,562
Total
Park revenue
$ 7,744,685
$ 7,687,519
$ 7,096,033
31
Year-to-Date
2026 compared with Year-to-Date 2025
Total
Revenue and Park Revenue
Our
total revenue was $7.89 million for Year-to-Date 2026, an increase of $640,649 or 8.8%, compared to $7.25 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 $7.83 million for Year-to-Date 2026, an increase of $583,482 or 8.0% compared to $7.25 million during Year-to-Date
2025.
Our
total Park revenue was $7.74 million for Year-to-Date 2026, an increase of $648,652 or 9.1%, compared to $7.10 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 $7.69 million for Year-to-Date 2026, an increase of $591,486 or 8.3% compared to $7.10 million during Year-to-Date
2025.
Animal
sales were $144,363 for Year-to-Date 2026, a decrease of $8,003 or 5.3% compared to $152,366 for Year-to-Date 2025 primarily driven by
a decrease in animal sales at our Texas Park offset by an increase at our Georgia Park due to timing of animal sales.
Georgia
Park revenue was $4.25 million for Year-to-Date 2026, an increase of $146,610 or 3.6% compared to $4.10 million during Year-to-Date 2025.
The increase was driven by the increase in attendance primarily due to more favorable weather conditions, especially
during the weeks of Thanksgiving and Christmas in First Quarter 2026 compared to Year-to-Date 2025. 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 $4.23 million for Year-to-Date
2026, an increase of $126,710 or 3.1% compared to $4.10 million during Year-to-Date 2025.
Missouri
Park revenue was $1.65 million for Year-to-Date 2026, an increase of $360,236 or 27.9% compared to $1.29 million during Year-to-Date
2025. The increase was driven by higher attendance due to a positive response to community outreach and social media
efforts increasing awareness of the park and more favorable weather conditions over the winter months, especially
during the week of Christmas in First Quarter 2026, compared to Year-to-Date 2025. 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 Year-to-Date 2025, 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 $1.63
million for Year-to-Date 2026, an increase of $337,735 or 26.1% compared to $1.29 million during Year-to-Date 2025.
Texas
Park revenue was $1.84 million for Year-to-Date 2026, an increase of $141,806 or 8.3% compared to $1.70 million during Year-to-Date
2025. The increase in revenue was driven by higher admission ticket prices and an increase in in-park guest spending primarily on
animal encounters and animal food since Year-to-Date 2025 certain admission packages included animal food and animal encounters in
the admission pricing offset by lower gift shop spending due to lower attendance. On a pro-forma basis, adjusting for the change to
exclude customer transaction processing fees in Texas Park revenue, our Park revenue was $1.83 million for Year-to-Date 2026, an
increase of $127,040 or 7.5% compared to $1.70 million during Year-to-Date 2025.
Attendance
Georgia
Park attendance increased approximately 2.0% during Year-to-Date 2026 compared to Year-to-Date 2025.
Missouri
Park attendance increased by approximately 11.6% during Year-to-Date 2026 compared to Year-to-Date 2025 primarily driven by a
positive response to community outreach and social media efforts increasing awareness of the park and more favorable
weather conditions, especially during the 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 $1.06 million for Year-to-Date 2026, an increase of $88,753 or 9.2% compared to $0.97
million during Year-to-Date 2025. The increase was primarily driven by price increases in resale animal food compared to
Year-to-Date 2025.
Other
revenue driven costs
Consolidated
other revenue driven costs were $200,790 for Year-to-Date 2026, an increase of $56,965 or 39.6% compared to $143,825 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 were 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 $143,612 for Year-to-Date 2026, a decrease of $213 or 0.1% compared to $143,825 during Year-to-Date 2025. Other revenue
driven costs during Year-to-Date 2026 included a $17,248 cost-plus fee adjustment credit received from our payment processor through our contractual relationship with our new ticketing platform provider.
32
Personnel
costs
Consolidated personnel costs were $2.20
million for Year-to-Date 2026, an increase of $146,790 or 7.1% compared to $2.05 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 during Year-to-Date 2026 compared to being open seven days a week for all but the last two weeks of 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 was hired later in Second Quarter 2026 for the benefit of all three parks.
Advertising
and marketing
Consolidated
advertising and marketing expenses were $670,838 for Year-to-Date 2026, an increase of $60,135 or 9.8% compared to $610,703 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 $1.43 million for Year-to-Date 2026, a decrease of $46,847 or 3.2% compared to $1.48 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 costs incurred one-time for the demolition of an unoccupied house on the Georgia Park grounds in
Year-to-Date 2025. In addition, our Texas Park had lower operating expenses, primarily lower travel related costs, veterinary costs
and animal expenses, primarily due to costs related to a limited-term animal insurance policy purchased for transportation of a giraffe compared to Year-to-Date 2025.
Segment
Income
Our
consolidated segment income was $2.33 million for Year-to-Date 2026, an increase of $334,853 or 16.8% from $1.99 million during Year-to-Date
2025.
Our
Georgia Park segment income was $1.46 million for Year-to-Date 2026, a decrease of $10,581 or 0.7% from $1.47 million during
Year-to-Date 2025. The increases in Park revenue more than offset the changes in significant other segment expenses, primarily
higher personnel and benefit costs, higher advertising and marketing costs, higher animal expenses due to costs incurred to
transport a giraffe from our Missouri Park, higher other revenue driven costs, due to the inclusion of the transaction processing
fee paid to the new ticketing platform provider, offset by lower park maintenance expense, primarily due to costs incurred one-time
for the demolition of an unoccupied house on the Georgia Park grounds during First Quarter 2025, and lower insurance expense and compared
to Year-to-Date 2025.
Our Missouri Park segment income was $306,790 for Year-to-Date 2026, an
increase of $132,463 or 76.0%, from segment income of $174,327 during Year-to-Date 2025. The increase in admission revenue and in-park
guest spending, primarily on animal encounters, more than offset the changes in significant other segment expense, primarily higher personnel
costs, advertising and marketing costs, vehicle expenses 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 $561,576 for Year-to-Date 2026, an increase
of $212,971 or 61.1%, from $348,605 during Year-to-Date 2025. The increase is attributed to increased admission revenue and in-park guest
spending on animal encounters offset by changes in significant other
segment expenses, primarily lower personnel costs, lower insurance and travel related costs offset by an increase in outside services, park maintenance 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. In addition, Year-to-Date 2025 included higher animal expenses, primarily due to costs related to a limited-term
animal insurance policy purchased for the transportation of a giraffe.
33
Corporate
Expenses
Corporate expenses were $685,802 for Year-to-Date 2026, a decrease
of $163,909 or 19.3% compared to $849,711 during Year-to-Date 2025. The decrease was primarily 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 $648,051 for Year-to-Date
2026, a decrease of $11,568 or 1.8% from $659,619 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 $670,814 during Year-to-Date 2025. The credit in Year-to-Date
2025 was from the receipt of $567,157 insurance proceeds in First Quarter 2025 from our directors and officers insurance policy associated
with the contested proxy and related matters. The remaining credit of $103,657 was from the reversal of previously accrued contested
proxy legal fees that were waived as part of the full settlement of outstanding invoices during Third Quarter 2025. 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) Expense, net
Other
operating income, net was $3,799 in Year-to-Date 2026, an increase of $17,497 compared to other operating expense, net of $13,698 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. Year-to-Date 2025 includes the loss on animal exhibit design costs that were abandoned at our Georgia Park.
Other
(Income), net
Other income, net was $59,331 for Year-to-Date 2026, an increase of $2,281
or 4.0% from $57,050 during Year-to-Date 2025.
Interest
Expense
Interest expense was $139,903 for Year-to-Date
2026, a decrease of $26,245 or 15.8% from $166,148 during Year-to-Date 2025. The decrease was primarily driven by the reduction in
the Former 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 expense for Year-to-Date 2026 of $182,077 which resulted in an effective tax rate of 19.8% compared to income tax
expense of $263,129 for Year-to-Date 2025 which resulted in an effective tax rate of 25.5%. 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 and Earnings Per Share
As
a result of the above factors, Net income was $0.74 million and basic and diluted earnings per share of $0.98 in Year-to-Date 2026 compared
with Net income of $0.77 million and basic and diluted earnings per share of $1.02 in Year-to-Date 2025.
34
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 13 and 39 weeks ended June 29, 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 39 weeks ended
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
Net income
$ 742,756
$ 824,370
$ 736,240
$ 769,649
Contested proxy and related matters, net
—
(103,657 )
—
(670,814 )
Tax impact (1)
—
27,990
—
181,120
Adjusted net income
$ 742,756
$ 748,703
$ 736,240
$ 279,955
Adjusted diluted net earnings per share
$ 0.99
$ 0.99
$ 0.98
$ 0.37
Diluted weighted average common shares outstanding
750,001
754,862
751,900
756,467
(1)
The
tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates.
35
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 13 and 39 weeks ended June 29, 2025.
●
Net gain or loss on disposal
of property and equipment – disposal of property and equipment for the 13 and 39 weeks ended June 28, 2026 and June 29, 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 39 weeks ended
June 28, 2026
June 29, 2025
June 28, 2026
June 29, 2025
Net income
$ 742,756
$ 824,370
$ 736,240
$ 769,649
Income tax expense
187,862
260,229
182,077
263,129
Interest expense
45,292
53,970
139,903
166,148
Depreciation and amortization
220,799
230,756
648,051
659,619
Contested proxy and related matters, net
—
(103,657 )
—
(670,814 )
(Gain) loss on disposal of property and equipment, net
—
—
(3,799 )
13,698
Adjusted EBITDA
$ 1,196,709
$ 1,265,668
$ 1,702,472
$ 1,201,429
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. We expect that our cash on hand and cash flows from operations will be adequate to meet our capital requirements
and operational needs for at least the next 12 months.
Our
working capital was $3.85 million as of June 28, 2026, compared to $3.28 million as of September 28, 2025. The increase 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, net, including current maturities, as of June 28, 2026 was $2.88 million compared to $3.19 million as of September
28, 2025. The decrease in total long-term debt, net is primarily the result of scheduled term loan principal payments paid during
Year-to-Date 2026.
As
of June 28, 2026, we had stockholders’ equity of $15.80 million and total loan debt of $2.88 million, resulting in a debt-to-equity
ratio of 0.18 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.
36
Operating
Activities
Net cash provided by operating activities increased by $589,685 to $1.47 million during Year-to-Date 2026 from $0.88
million during Year-to-Date 2025. The change in net income and 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 offset by cash used Year-to-Date 2026 for reduction of other current liabilities, contributed to the
increase.
Investing
Activities
Net cash used in investing activities increased by $219,322 to $538,729
during Year-to-Date 2026 from $319,407 during Year-to-Date 2025. Our investing activity during Year-to-Date 2026 included cash used for
capital spending of $545,626. 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 and cash used for capital spending of $1.18 million. The $636,223 decrease in capital
spending during Year-to-Date 2026 compared to Year-to-Date 2025 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 increased $101,370 to $466,481 during
Year-to-Date 2026 from $365,111 during Year-to-Date 2025. Our financing activity during Year-to-Date 2026 was cash used for scheduled
term loan principal payments of $299,596, payment of term loan debt modification fees of $14,896 and purchases of treasury stock of $151,989.
During Year-to-Date 2025, the 2020 Term Loan was refinanced with the Former 2025 Term Loan during First Quarter 2025 resulting in net
cash provided of $110,456 offset by payments of $273,683 for scheduled term loan principal payments and $60,716 for term loan refinancing
fees as well as $141,168 for payments of fractional shares for Reverse Forward Stock Split.
Borrowing
Agreements
On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction
of the Former 2025 Term Loan with Cendera Bank, N.A. The Former 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, with interest at a daily adjusted rate equal to
the Prime Rate minus 0.5%. The initial interest rate was 7.50%. As of June 16, 2026, the effective interest rate was 6.25%. The Former
2025 Term Loan had 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 was reduced with the decrease in the effective interest rate to $21,619 as
of June 16, 2026. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the Former 2025 Term Loan.
The Former 2025 Term Loan was 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).
On June 17, 2026, the Company, through its wholly
owned subsidiary Aggieland Wild Animal – Texas, completed a refinancing transaction with Cendera Bank resulting in the amendment
and restatement of the Term Loan Agreement dated September 30, 2024 between Aggieland-Parks, Inc. and Cendera Bank, N.A., predecessor
to Cendera Bank (“Current 2025 Term Loan”).
The Current 2025 Term Loan provided a principal balance
of $2.33 million and will mature on June 1, 2033. The Current 2025 Term Loan has a term of seven years, with a 25-year amortization, and
a balloon payment of the outstanding principal balance due on June 1, 2033. The monthly loan payment will be $16,561.
The applicable interest rate of the Current 2025 Term
Loan is based on an adjusted rate equal to the Chicago Mercantile Exchange (“CME”) 1-month term SOFR plus 2.70%. The CME 1-month
term SOFR was 3.64% as of June 17, 2026, providing an initial interest rate of 6.34%. As of June 28, 2026, the CME 1-month term SOFR rate
was 3.64%. Concurrently, the Company, through its wholly owned subsidiary, Aggieland Wild Animal – Texas entered into a Rate Conversion
Agreement with third-party provider, SouthState Bank, N.A., doing business as ARC Fixed Rate Provider, with Cendera Bank acting as servicing
agent. The Rate Conversion Agreement is coterminous with the Current 2025 Term Loan and effectively converts the variable adjusted rate
interest payments into a fixed rate obligation, resulting in a fixed interest rate of 6.99% over the term of the loan. Aggieland-Parks,
Inc. paid $14,896 in fees and expenses in connection with the Current 2025 Term Loan.
The Rate Conversion Agreement, interest rate swap,
is designated as a cash flow hedge and the fair value of the derivative is recorded on the Consolidated Balance Sheets at fair value,
and changes in fair value qualifying for cash-flow-hedge accounting are recorded in Other comprehensive income (loss) and Accumulated
other comprehensive income (loss), with amounts reclassified to interest expense when the hedged interest payments affect earnings.
The Current 2025 Term Loan is secured by
substantially all the Aggieland-Parks, Inc.’s assets. Pursuant to the Guaranty Agreement, the Current 2025 Term Loan is
guaranteed by the parent company, Parks! America, Inc. The Current 2025 Term Loan refinancing removes the requirement of the cash
collateral reserve of $2.5 million established by Focused Compounding Fund, L.P. with Cendera Bank included in the original Term
Loan Agreement dated September 30, 2024.
The Guaranty Agreement and
Amended and Restated Loan Agreement are subject to certain financial covenants including that, Parks! America, Inc., as guarantor, and
Aggieland Parks, Inc., as borrower, independently maintain a minimum Debt Service Coverage Ratio of at least 1.20 to 1.00 on a trailing
twelve-month basis. Both the Guaranty Agreement and Amended and Restated Loan Agreement contain certain affirmative covenants, including,
among other things, reporting requirements such as delivery of financial statements, federal or state income tax filings and such other
reports.
The outstanding balance of the Current 2025 Term Loan
was $2.33 million and the Former 2025 Term Loan was $2.41 million as of June 28, 2026 and September 28, 2025, respectively.
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.
37
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 “disclosure controls and procedures,” as such term is defined
under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) in Rule 13a-15(e) 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(f) promulgated
under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended June 28, 2026 that have materially affected,
or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
38
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 Third 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)
March 30, 2026 - April 26, 2026
1,760
$ 39.11
1,760
72,240
April 27, 2026 - May 24, 2026
1,108
$ 39.22
1,108
71,132
May 25, 2026 - June 28, 2026
—
$ —
—
71,132
Total
2,868
$ 39.15
2,868
(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 June 28, 2026, as such terms are defined under Item 408(a) of Regulation
S-K.
39
ITEM
6. EXHIBITS
Exhibit
Number
Description
of Exhibit
10.1
Amended and Restated Promissory Note, dated June 17, 2026, between Aggieland-Parks, Inc. and Cendera Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2026).
10.2
Exhibit A to Promissory Note Rate Conversion Agreement, dated June 17, 2026, between ARC Fixed Rate Provider and Aggieland Parks, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2026).
10.3
Guaranty (Payment and Performance) Agreement, dated June 17, 2026, between Parks! America, Inc. and Cendera Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2026).
10.4
Annex I to First Modification of Loan Agreement between Aggieland-Parks, Inc. and Cendera Bank. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2026).
10.5***
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.
40
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.
August 7, 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)
41
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.