10-Q
PARKS AMERICA, INC (PRKA)
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
Forthe quarterly period ended December 28, 2025
☐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<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
1300Oak Grove Road
PineMountain, 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 ☐ | (Do not check if a smaller reporting company) | 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 February 4, 2026, the issuer had 753,577 outstanding shares of Common Stock.
Securities
registered pursuant to Section 12(g) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> 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<br> Financial Statements (Unaudited) | |
| Consolidated Balance Sheets – December 28, 2025 (Unaudited) and September 28, 2025 | 3 | |
| Consolidated Statements of Operations – 13 weeks ended December 28, 2025 and December 29, 2024 (Unaudited) | 4 | |
| Consolidated Statement of Changes in Stockholders’ Equity – 13 weeks ended December 28, 2025 and December 29, 2024 (Unaudited) | 5 | |
| Consolidated Statements of Cash Flows – 13 weeks ended December 28, 2025 and December 29, 2024 (Unaudited) | 6 | |
| Notes to the Consolidated Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II. OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
| Item 3. | Defaults Upon Senior Securities | 31 |
| Item 4. | Mine Safety Disclosures | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 32 |
| Signatures | 33 |
| 2 |
| --- |
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
| September 28, 2025 | |||
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 3,421,972 | $ | 3,877,394 |
| Accounts receivable, net | 10,569 | 18,293 | |
| Inventories, net | 312,763 | 313,556 | |
| Prepaid expenses | 312,127 | 231,678 | |
| Total current assets | 4,057,431 | 4,440,921 | |
| Property and equipment, net | 15,118,398 | 15,023,230 | |
| Intangible assets, net | 20,012 | 22,615 | |
| Other assets | 12,676 | 12,676 | |
| TOTAL ASSETS | 19,208,517 | $ | 19,499,442 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities | |||
| Accounts payable | 101,784 | $ | 92,608 |
| Other current liabilities | 499,519 | 667,243 | |
| Current portion of long-term debt | 406,145 | 397,830 | |
| Total current liabilities | 1,007,448 | 1,157,681 | |
| Long-term debt, net | 2,683,087 | 2,787,718 | |
| Deferred tax liability, net | 288,901 | 288,901 | |
| TOTAL LIABILITIES | 3,979,436 | 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 outstanding, respectively | 754 | 754 | |
| Additional paid-in capital | 5,093,567 | 5,093,567 | |
| Retained earnings | 10,134,760 | 10,170,821 | |
| TOTAL STOCKHOLDERS’ EQUITY | 15,229,081 | 15,265,142 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 19,208,517 | $ | 19,499,442 |
All values are in US Dollars.
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 3 |
| --- |
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
| December 28, 2025 | December 29, 2024 | |||||
|---|---|---|---|---|---|---|
| 13 Weeks Ended | ||||||
| December 28, 2025 | December 29, 2024 | |||||
| Park revenue | $ | 2,074,410 | $ | 1,719,030 | ||
| Sale of animals | 18,988 | 51,428 | ||||
| Total revenue | 2,093,398 | 1,770,458 | ||||
| Cost of sales (exclusive of depreciation and amortization) | 275,975 | 251,662 | ||||
| Selling, general and administrative | 1,628,016 | 1,556,429 | ||||
| Depreciation and amortization | 211,081 | 208,548 | ||||
| Contested proxy and related matters, net | — | (567,157 | ) | |||
| Other operating (income), net | (2,791 | ) | (52 | ) | ||
| (Loss) income from operations | (18,883 | ) | 321,028 | |||
| Other (income), net | (22,074 | ) | (13,382 | ) | ||
| Interest expense | 48,752 | 57,469 | ||||
| (Loss) income before income taxes | (45,561 | ) | 276,941 | |||
| Income tax (benefit) expense | (9,500 | ) | 83,900 | |||
| NET (LOSS) INCOME | $ | (36,061 | ) | $ | 193,041 | |
| NET (LOSS) INCOME PER COMMON SHARE - BASIC AND DILUTED | $ | (0.05 | ) | $ | 0.25 | |
| Weighted average shares outstanding - basic and diluted ^(1)^ | 753,577 | 757,270 | ||||
| ^(1)^ | Prior<br> period amounts have been adjusted to reflect the Reverse Forward Stock Split that became effective on April 30, 2025. Refer to Note<br> 6, Stockholders Equity for further information about the Reverse Forward Stock Split. | |||||
| --- | --- |
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 4 |
| --- |
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the 13 weeks ended December 28, 2025
(Unaudited)
| Shares ^(1)^ | Amount ^(1)^ | Paid-In Capital ^(1)^ | Earnings | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Common Stock Issued | Additional | Retained | **** | **** | **** | ||||||
| Shares ^(1)^ | Amount ^(1)^ | Paid-In Capital ^(1)^ | Earnings | Total | ||||||||
| 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 |
For
the 13 weeks ended December 29, 2024
(Unaudited)
| Common Stock Issued | Additional | Retained | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares ^(1)^ | Amount ^(1)^ | Paid-In Capital ^(1)^ | Earnings | Total | ||||||
| Balance at September 29, 2024 | 757,270 | 757 | 5,234,732 | 8,712,738 | 13,948,227 | |||||
| Balance | 757,270 | 757 | 5,234,732 | 8,712,738 | 13,948,227 | |||||
| Net income | — | — | — | 193,041 | 193,041 | |||||
| Net income (loss) | — | — | — | 193,041 | 193,041 | |||||
| Balance at December 29, 2024 | 757,270 | 757 | 5,234,732 | 8,905,779 | 14,141,268 | |||||
| Balance | 757,270 | 757 | 5,234,732 | 8,905,779 | 14,141,268 | |||||
| ^(1)^ | Prior<br> period amounts have been adjusted to reflect the Reverse Forward Stock Split that became effective on April 30, 2025. Refer to Note<br> 6, Stockholders Equity for further information about the Reverse Forward Stock Split. | |||||||||
| --- | --- |
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 5 |
| --- |
PARKS!
AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| December 28, 2025 | December 29, 2024 | |||||
|---|---|---|---|---|---|---|
| 13 Weeks Ended | ||||||
| December 28, 2025 | December 29, 2024 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net (loss) income | $ | (36,061 | ) | $ | 193,041 | |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
| Depreciation and amortization expense | 211,081 | 208,548 | ||||
| Amortization of debt issuance costs | 1,572 | 1,572 | ||||
| Interest accrued on certificates of deposit | — | (3,368 | ) | |||
| Deferred income taxes | — | 83,900 | ||||
| (Gain) on disposal of property and equipment, net | (2,791 | ) | (52 | ) | ||
| Change in assets and liabilities: | ||||||
| Accounts receivable, net | 7,724 | 22,458 | ||||
| Inventories, net | 793 | 29,485 | ||||
| Prepaid expenses and other | (80,449 | ) | 63,550 | |||
| Accounts payable | 9,176 | (617,040 | ) | |||
| Other current liabilities | (167,724 | ) | (36,891 | ) | ||
| Net cash used in operating activities | (56,679 | ) | (54,797 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Maturity of certificates of deposit, including interest | — | 838,442 | ||||
| Acquisition of property and equipment | (304,853 | ) | (601,476 | ) | ||
| Proceeds from the disposition of property and equipment | 3,998 | 24,000 | ||||
| Net cash (used in) provided by investing activities | (300,855 | ) | 260,966 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Payoff of 2020 Term Loan | — | (2,389,571 | ) | |||
| Proceeds from 2025 Term Loan | — | 2,500,000 | ||||
| Proceeds from Term Loan | — | 2,500,000 | ||||
| Payments on 2020 Term Loan | — | (69,144 | ) | |||
| Payments on 2021 Term Loan | (71,806 | ) | (14,810 | ) | ||
| Payments on 2025 Term Loan | (26,082 | ) | (60,736 | ) | ||
| Payments on Term Loan | (26,082 | ) | (60,736 | ) | ||
| Net cash used in financing activities | (97,888 | ) | (34,261 | ) | ||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (455,422 | ) | 171,908 | |||
| CASH AND CASH EQUIVALENTS: | ||||||
| Beginning of period | 3,877,394 | 2,489,294 | ||||
| End of period | $ | 3,421,972 | $ | 2,661,202 | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash paid for interest | $ | 48,730 | $ | 44,432 |
The
accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 6 |
| --- |
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- 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<br> Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank. |
|---|---|
| ● | “2021<br> Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank. |
| ● | “2025<br> Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A. |
| ● | “Adjusted<br> EBITDA” – Net income (loss) appearing on the Consolidated Statements of Operations net of Income tax expense/(benefit),<br> Interest expense, Depreciation and amortization and other significant items. |
| ● | “Adjusted<br> net income (loss)” – Net income (loss) appearing on the Consolidated Statements of Operations excluding significant non-recurring<br> or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis. |
| ● | “EPS”<br> – Earnings per share. |
| ● | “Fiscal 2027” – The 53 weeks ending October 3, 2027. |
| ● | “Fiscal<br> 2026” – The 52 weeks ending September 27, 2026. |
| ● | “Fiscal<br> 2025” – The 52 weeks ended September 28, 2025. |
| ● | “Fiscal 2024” – The 52 weeks ended September 29, 2024. |
| ● | “GAAP”<br> – Accounting principles generally accepted in the United States. |
| ● | “Reverse<br> Forward Stock Split” – 1-for-500 reverse stock split immediately followed by 5-for-1 forward stock split effective on<br> April 30, 2025. |
| ● | “SEC”<br> – The United States Securities and Exchange Commission. |
In 2005, the Company entered its current business with the purchase of an animal attraction located in Pine Mountain, Georgia. Parks! America is domiciled in the state of Nevada and its headquarters is in Pine Mountain, Georgia. In 2008, the Company adopted its current name “Parks! America, Inc.” and its current stock symbol “PRKA.”
Prior to and on May 1, 2025, the Company’s common stock traded on the OTC Pink market. Effective May 2, 2025, the Company’s common stock is traded on the OTCQX market. As a result of the Reverse Forward Stock Split, effective on April 30, 2025, the Company’s common stock was traded on a post-split basis under the symbol “PRKAD” for 20 trading days, including the effective date, after which it reverted to “PRKA.”
| 7 |
| --- |
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- SIGNIFICANT ACCOUNTING POLICIES
FiscalYear 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<br> Year | Ended | Weeks |
|---|---|---|
| 2026 | September<br> 27, 2026 | 52 |
| 2025 | September<br> 28, 2025 | 52 |
Seasonality
The
Company’s operations are seasonal. Our parks are open year-round, and we experience increased seasonal attendance, typically beginning in the latter half of March through early September, and historically have realized a significant portion of our annual park revenue during our third and fourth fiscal quarters. We generated approximately 64.0% and 61.4% of our annual park revenue in the third and fourth fiscal quarters of Fiscal 2025 and Fiscal 2024, respectively.
Basisof 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 accounting principles generally accepted in the United States of America (“GAAP”) for interim information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein. Interim results are not necessarily indicative of the results for a full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025 filed with the United States Securities and Exchange Commission (“SEC”) on December 12, 2025.
Changein Capital Structure
As described fully in Note 6, Stockholders Equity, effective April 30, 2025, 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, herein referred to as the “Reverse Forward Stock Split.” All prior period share and per share amounts presented in the Consolidated Financial Statements (Unaudited) and accompanying notes, including, but not limited to, shares issued and outstanding, dollar amounts of common stock, additional paid-in capital, and earnings/(loss) per share, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. There were no changes to the total number of authorized shares of common stock or their respective par values per share as a result of this change.
AccountingMethod
The Company recognizes income and expenses based on the accrual method of accounting.
| 8 |
| --- |
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Useof 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.
Cashand 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 December 28, 2025 and September 28, 2025, respectively.
Short-termInvestments
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 December 28, 2025 and September 28, 2025, the Company had no short-term investments.
Financialand 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.
AccountsReceivable
The
parks are primarily a payment upfront business, therefore, the Company typically carries limited accounts receivable balances. The Company had accounts receivable of $10,569, $18,293 and $63,784 as of December 28, 2025, 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 December 28, 2025 and September 28, 2025, respectively.
PrepaidExpenses
The Company prepays certain expenses primarily due to contractual requirements. Prepaid expenses consisted of the following:
SCHEDULE OF PREPAID EXPENSES
| December 28, 2025 | September 28, 2025 | |||
|---|---|---|---|---|
| Prepaid insurance | $ | 186,331 | $ | 145,144 |
| Prepaid income taxes | 43,296 | 33,796 | ||
| Prepaid advertising and marketing | 29,933 | 24,108 | ||
| Other | 52,567 | 28,630 | ||
| Total prepaid expenses | $ | 312,127 | $ | 231,678 |
| 9 |
| --- |
PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Propertyand 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
| December 28, 2025 | September 28, 2025 | Depreciable Lives | |||||
|---|---|---|---|---|---|---|---|
| Land | 6,260,506 | $ | 6,260,506 | not applicable | |||
| Mineral rights | 276,000 | 276,000 | 25 years | ||||
| Ground improvements | 3,589,589 | 3,433,711 | 7-25 years | ||||
| Buildings and structures | 5,053,938 | 4,938,115 | 10-39 years | ||||
| Animal shelters and habitats | 3,782,751 | 3,766,540 | 10-39 years | ||||
| Park animals | 1,100,910 | 1,100,472 | 5-25 years | ||||
| Equipment - concession and related | 508,320 | 513,616 | 3-15 years | ||||
| Equipment and vehicles - yard and field | 725,033 | 713,974 | 3-15 years | ||||
| Vehicles - buses and rental | 355,177 | 355,177 | 3-5 years | ||||
| Rides and entertainment | 152,156 | 152,156 | 5-7 years | ||||
| Furniture and fixtures | 41,634 | 27,160 | 5-10 years | ||||
| Construction in progress | 69,610 | 87,319 | |||||
| Property and equipment, cost | 21,915,624 | 21,624,746 | |||||
| Less: Accumulated depreciation | (6,797,226 | ) | (6,601,516 | ) | |||
| Property and equipment, net | $ | 15,118,398 | $ | 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 $208,478 and $205,545 for the 13 weeks ended December 28, 2025 and December 29, 2024 , respectively.
IntangibleAssets
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 3years to ten years. Amortization expense was $2,603 and $3,003 for the 13 weeks ended December 28, 2025 and December 29, 2024, respectively. Accumulated amortization was $48,791 and $46,188 as of December 28, 2025 and September 28, 2025, respectively.
Scheduled future amortization of intangible assets is as follows as of December 28, 2025:
SCHEDULE
OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
| Fiscal years ending | ||
|---|---|---|
| 2026 remaining | $ | 7,793 |
| 2027 | 2,405 | |
| 2028 | 2,405 | |
| 2029 | 2,405 | |
| 2030 | 2,405 | |
| Thereafter | 2,599 | |
| Total | $ | 20,012 |
Impairmentof 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 weeks ended December 28, 2025 and December 29, 2024, respectively.
| 10 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FairValue
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three broad levels based on the ranks of the quality and reliability of inputs used to determine the fair values. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities. Level 2 inputs consist of quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Assets
and liabilities recognized or disclosed at fair value on a recurring basis include our term debt. As of December 28, 2025 and September 28, 2025, the fair value of the Company’s long-term debt was $3.15 million and $3.24 million, respectively. The measurement of the fair value of long-term debt is based upon inquiries of the financial institutions holding the respective loans and is considered a Level 2 fair value measurement. The respective carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.
OtherCurrent Liabilities
Other current liabilities consisted of the following:
SCHEDULE OF OTHER CURRENT LIABILITIES
| December 28, 2025 | September 28, 2025 | |||
|---|---|---|---|---|
| Accrued professional fees | $ | 186,282 | $ | 155,800 |
| Deferred revenue | 152,571 | 149,286 | ||
| Accrued compensation | 47,721 | 178,128 | ||
| Accrued sales taxes | 31,918 | 42,115 | ||
| Accrued property taxes | 46,405 | 106,688 | ||
| Accrued interest | 12,156 | 13,360 | ||
| Other | 22,466 | 21,866 | ||
| Other current liabilities | $ | 499,519 | $ | 667,243 |
RevenueRecognition
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, advance online tickets could generally be used anytime during the one-year period from the date of purchase. In January 2026, subsequent to this fiscal quarter end, the Company changed its policy and only allows advance online tickets to be used on or before the date scheduled to attend the park when making the online purchase.
Revenue from retail and concession sales is generally recognized upon the concurrent receipt of payment and delivery of goods to the customer. The Company excludes taxes assessed by governmental agencies from revenue, including sales-related taxes, that are imposed on and concurrent with revenue-producing activities.
Animal sales are reported as a separate revenue line item. The Company periodically sells surplus animals created from the natural breeding process that occurs within the parks. Animal sales are recognized at a point in time when control transfers to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the animal. Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.
| 11 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ContractLiabilities
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 December 28, 2025 is expected to be recognized in Park revenue during the remainder of Fiscal 2026 and the first fiscal quarter of Fiscal 2027 as customers attend the parks or the one-year period expires from the date of purchase.
SCHEDULE
OF DEFERRED REVENUE
| December 28, 2025 | December 29, 2024 | |||||
|---|---|---|---|---|---|---|
| 13 Weeks Ended | ||||||
| December 28, 2025 | September 28, 2025 | |||||
| Deferred revenue beginning of period | $ | 149,286 | $ | 151,569 | ||
| Deferred revenue recognized in period | (71,172 | ) | (64,184 | ) | ||
| Revenue deferred in period | 74,457 | 61,901 | ||||
| Deferred revenue end of period | $ | 152,571 | $ | 149,286 |
The Company provides disaggregation of revenue based on geography in Note 10, Business Segments as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Costof Sales
Cost of sales are comprised principally of costs of animal food sold resale to customers to feed the animals in the drive-through safari and cost of non-resale animal food, costs 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, animal expenses and other administrative expenses.
Advertisingand 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 year end for the following fiscal year advertising programs are included within “Prepaid expenses” in the Consolidated Balance Sheet. Advertising and marketing expenses were $242,950 and $123,896 for the 13 weeks ended December 28, 2025 and December 29, 2024,
respectively.
Stock-BasedCompensation
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 December 28, 2025 and December 29, 2024, respectively.
Transactionswith Related Parties
The Company’s Board of Directors closely monitors and approves transactions with related parties.
A
portion of the Company’s long-term debt is secured by a cash collateral reserve of $2.5 million established by Focused Compounding. See Note 4, Long-term Debt. As of December 28, 2025, Focused Compounding owned 41.27% of the outstanding common stock of the Company. Focused Compounding is controlled by Geoffrey Gannon and Andrew Kuhn, who are each on the Company’s Board of Directors and Mr. Gannon serves as the Company’s President.
IncomeTaxes
The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using the enacted tax rates and laws. Management periodically reviews the Company’s deferred tax assets to determine whether their value can be realized based on available evidence. A valuation allowance is established when management believes it is more likely than not that such tax benefits will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change.
| 12 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- 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 December 28, 2025 or September 28, 2025.
Earnings(Loss) per share
The numerator for both basic and diluted EPS is net income (loss) attributable to the Company. The denominator for basic EPS is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted EPS is based upon the number of weighted average shares of the Company’s common stock and common shares equivalent outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earningsper Share.
The following table summarizes the components of basic and diluted EPS:
SCHEDULE OF EARNING
PER SHARE BASIC AND DILUTED
| December 28, 2025 | December 29, 2024 | ||||
|---|---|---|---|---|---|
| 13 Weeks Ended | |||||
| December 28, 2025 | December 29, 2024 | ||||
| Net (loss) income | $ | (36,061 | ) | $ | 193,041 |
| Basic weighted average shares outstanding | 753,577 | 757,270 | |||
| Diluted weighted average shares outstanding | 753,577 | 757,270 | |||
| (Loss) earnings per share | |||||
| Basic | $ | (0.05 | ) | $ | 0.25 |
| Diluted | $ | (0.05 | ) | $ | 0.25 |
Repurchasesof 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. The par value of the shares retired is charged against common stock and the remaining to retained earnings.
DividendPolicy
The Company has not yet adopted a policy regarding payment of dividends.
RecentlyAdopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU2023-07”). ASU 2023-07 requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and requires all annual disclosures currently required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the fiscal year ended September 28, 2025. See Note 10, Business Segments.
RecentlyIssued 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 annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on the Company’s consolidated financial statement disclosures.
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. The Company is currently assessing the impact of ASU 2024-02 on the Company’s consolidated financial statements.
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.
Except as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures.
| 13 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- CONTESTED PROXY AND RELATED MATTERS
On December 22, 2023, Focused Compounding Fund, LP (together with the participants in its solicitation, “Focused Compounding”) submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board of Directors comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting was held on February 26, 2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.
On January 19, 2024 following Focused Compounding’s submission to the Company, 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 weeks ended December 28, 2025, the Company had no contested proxy and related matters expenses, net. During the 13 weeks ended December 29, 2024 the Company received $567,157 of insurance proceeds under its directors and officers insurance related to this matter. These proceeds were used to pay certain legal bills associated with the contested proxy and related matters.
NOTE
- 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. The outstanding balance of the 2021 Term Loan was $0.76 million and $0.83 million as of December 28, 2025 and September 28, 2025, respectively.
On April 27, 2020, the Company, through its wholly owned subsidiary Aggieland-Parks Inc., acquired Aggieland Wild Animal – Texas. In part, this acquisition was financed with the 2020 Term Loan from First Financial Bank (“First Financial”). The 2020 Term Loan in the original principal amount of $5.0 million from First Financial is secured by substantially all the Aggieland Wild Animal – Texas assets, as well as guarantees from the Company and its subsidiaries. The 2020 Term Loan had an interest rate of 5.0% per annum, had a maturity date of April 27, 2031, and required interest only monthly payments through April 2021. The 2020 Term Loan required monthly payments of approximately $53,213 beginning in May 2021. The Company paid a total of approximately $62,375 in fees and expenses in connection with the 2020 Term Loan. On June 30, 2021, the Company used the incremental proceeds of the 2021 Term Loan, combined with additional funds, to pay down $1.0 million against the 2020 Term Loan, which had an outstanding balance of $2.39 million as of September 29, 2024. On September 30, 2024, the 2020 Term Loan with First Financial was fully paid off with the proceeds of the 2025 Term Loan.
On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction for the 2025 Term Loan with Cendera Bank N.A. The 2025 Term Loan provided an original principal amount of $2.5 million, the proceeds of which were used to repay all the indebtedness under the 2020 Term Loan and bears interest at a daily adjusted rate equal to the Prime Rate minus 0.50%. The initial interest rate was 7.50%. As of December 28, 2025, the effective interest rate was at 6.25%. The 2025 Term Loan has a term of 10 years, with a 15-year amortization and a balloon payment of the outstanding principal balance due September 30, 2034. The initial monthly loan payment was $23,200 and has been reduced with the decrease in the effective interest rate to $21,619 as of December 28, 2025. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan. The outstanding balance of the 2025 Term Loan was $2.39 million and $2.41 million as of December 28, 2025 and September 28, 2025, respectively.
The 2025 Term Loan is secured by substantially all
the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serves on the Board of the Company, and Mr. Gannon serves as the Company’s President. Focused Compounding did not receive a fee or any other benefit in connection with establishing the above-described cash collateral reserve.
| 14 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- LONG-TERM DEBT (CONTINUED)
Interest
expense of $48,752
and
$57,469
for
the 13 weeks ended December 28, 2025 and December 29, 2024, respectively, includes amortization of debt issuance costs of $1,572 and $1,572, respectively.
The following table presents the aggregate of the Company’s outstanding long-term debt:
SCHEDULE OF OUTSTANDING LONG TERM DEBT
| December 28, 2025 | September 28, 2025 | |||||
|---|---|---|---|---|---|---|
| Term Loan principal outstanding | $ | 3,142,900 | $ | 3,240,788 | ||
| Less: Current portion of long-term debt | (406,145 | ) | (397,830 | ) | ||
| Less: Unamortized debt issuance costs | (53,668 | ) | (55,240 | ) | ||
| Long-term debt, net | $ | 2,683,087 | $ | 2,787,718 |
As of December 28, 2025, the future scheduled principal maturities of the Company’s long-term debt by fiscal year are as follows:
SCHEDULE OF MATURITIES OF LONG-TERM DEBT
| Fiscal years ending | ||
|---|---|---|
| 2026 remaining | $ | 303,330 |
| 2027 | 419,472 | |
| 2028 | 358,799 | |
| 2029 | 132,619 | |
| 2030 | 141,272 | |
| Thereafter | 1,787,408 | |
| Total | $ | 3,142,900 |
NOTE
- LINES OF CREDIT
On October 19, 2023, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, entered a line of credit of up to $350,000 with First Financial (the “2023 First Financial LOC”). The 2023 First Financial LOC matured on October 11, 2024 and carried an interest rate of 5.6% on any utilized portion. The 2023 First Financial LOC was secured by a $350,000 certificate of deposit issued by First Financial, which also matured on October 11, 2024 and paid an effective interest rate of 3.6%. The Company paid a $500 origination fee for the 2023 First Financial LOC. The Company did not renew with 2023 First Financial LOC when the underlying certificate of deposit matured and the proceeds from the certificate of deposit were transferred to the Aggieland Wild Animal – Texas operating account.
On October 24, 2023, the Company, through its wholly owned subsidiary Wild Animal – Georgia, entered a line of credit of up to $450,000 with Synovus (the “2023 Synovus LOC”). The 2023 Synovus LOC matured on October 24, 2024 and carried an interest rate of 7.75% on any utilized portion. The 2023 Synovus LOC was secured by a $450,000 certificate of deposit issued by Synovus, which matured on November 13, 2024 and paid an effective interest rate of 5.25%. The Company paid a $4,500 origination fee for the 2023 Synovus LOC. The Company did not renew with 2023 Synovus LOC when the underlying certificate of deposit matured and the proceeds from the certificate of deposit transferred to in 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
- STOCKHOLDERS’ EQUITY
CommonStock
At the annual shareholder meeting held on March 7, 2025, the stockholders voted to approve the amendments to the Company’s Articles of Incorporation to effect a 1 for 500 reverse stock split of the Company’s common stock followed immediately by an amendment to the Company’s Restated Articles of Incorporation to effect a 5 for 1 forward stock split of the Company’s Common Stock, herein referred to as the “Reverse Forward Stock Split”.
On April 1, 2025, the Board of Directors authorized the implementation of the Reverse Forward Stock Split.
On April 10, 2025, the Company filed a certificate of amendment to the Company’s Articles of Incorporation (“Charter”) with the Secretary of State of the State of Nevada to effect a 1-for-500 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share followed immediately by the filing of a certificate of amendment to the Charter with the Secretary of State of the State of Nevada to effect a 5-for-1 forward stock split of the Company Common Stock.
| 15 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- 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<br> than 500 shares immediately prior to the Reverse Stock Split were paid in cash (without interest) an amount equal to such number<br> of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common Stock quoted on<br> the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective Date of the Reverse<br> Stock Split; and |
|---|---|
| (ii) | Any remaining stockholders<br> 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<br> interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the Company Common Stock quoted<br> on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the effective date of the<br> Reverse Forward Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Forward Stock Split). |
All prior period outstanding share amounts and per share amounts have been adjusted to reflect the Reverse Forward Stock Split that became effective on April 30, 2025.
ShareRepurchase 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 Company did not repurchase any shares under the 2025 Share Repurchase Program for the 13 weeks ended December 28, 2025.
Stock-basedcompensation
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 weeks ended December 28, 2025 and December 29, 2024, respectively.
Officers,
directors and their controlled entities own approximately 42.36% of the outstanding common stock of the Company as of December 28, 2025.
NOTE
- INCOME TAXES
Provisionfor Income Taxes
The
Company recorded a tax expense at an overall effective rate of 20.9% and 30.3% for the 13 weeks ended December 28, 2025 and December 29, 2024, respectively. The overall effective tax rates for the 13 weeks ended December 28, 2025 and December 29, 2024 vary from the U.S. federal statutory rate of 21.0% primarily due to Georgia state taxes.
NOTE
- 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
- MAJOR VENDORS
The Company has two major vendors, exclusive to the Georgia Park, that accounted for approximately 35% and 30% of consolidated cost of sales for the 13 weeks ended December 28, 2025 and December 29, 2024, respectively. The Company expects to maintain relationship with these vendors but would have replacements available if ties to these two suppliers were discontinued.
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- 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, 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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 13 weeks Ended December 28, 2025 | ||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||
| Total revenue | $ | 1,182,629 | $ | 357,551 | $ | 553,218 | $ | 2,093,398 | ||||
| Less significant expense categories ^(1)^: | ||||||||||||
| Cost of animal food, merchandise and food(1) | 156,094 | 40,080 | 79,801 | 275,975 | ||||||||
| Other revenue driven costs(1) ^(2)^ | 23,345 | 7,216 | 11,588 | 42,149 | ||||||||
| Personnel costs(1) ^(3)^ | 342,440 | 183,709 | 147,148 | 673,297 | ||||||||
| Advertising and marketing(1) | 91,847 | 64,610 | 86,493 | 242,950 | ||||||||
| Other segment expenses(1)<br> ^(4)^ | 257,050 | 95,258 | 98,992 | 451,300 | ||||||||
| Segment income (loss) | $ | 311,853 | $ | (33,322 | ) | $ | 129,196 | $ | 407,727 | |||
| Segment operating income (loss) as percentage of total revenue | 26.4 | % | -9.3 | % | 23.4 | % | 19.5 | % | ||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 13 weeks Ended December 29, 2024 | ||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||
| Total revenue | $ | 1,110,718 | $ | 289,761 | $ | 369,979 | $ | 1,770,458 | ||||
| Less significant expense categories ^(1)^: | ||||||||||||
| Cost of animal food, merchandise and food(1) | 131,243 | 44,207 | 76,212 | 251,662 | ||||||||
| Other revenue driven costs(1) ^(2)^ | 21,004 | 5,163 | 6,856 | 33,023 | ||||||||
| Personnel costs(1) ^(3)^ | 305,029 | 166,726 | 168,723 | 640,478 | ||||||||
| Advertising and marketing(1) | 40,449 | 32,102 | 51,345 | 123,896 | ||||||||
| Other segment expenses(1)<br> ^(4)^ | 279,047 | 90,791 | 118,842 | 488,680 | ||||||||
| Segment income (loss) | $ | 333,946 | $ | (49,228 | ) | $ | (51,999 | ) | $ | 232,719 | ||
| Segment operating income (loss) as percentage of total revenue | 30.1 | % | -17.0 | % | -14.1 | % | 13.1 | % | ||||
| ^(1)^ | The<br> significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | Other<br> revenue driven costs include credit card fees and other revenue processing costs driven by sales volume. | |||||||||||
| ^(3)^ | Personnel<br> costs include fixed and variable wages, benefits and employer taxes. | |||||||||||
| ^(4)^ | Other<br> segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance, insurance, utilities,<br> outside services, operating supplies and other miscellaneous expenses. |
| 17 |
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PARKS!
AMERICA, INC. and SUBSIDIARIES
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
- BUSINESS SEGMENTS (CONTINUED)
The table below sets forth, for the periods indicated, a reconciliation of reporting Consolidated segment income to Income (loss) before income taxes:
SCHEDULE
OF RECONCILIATION OF REPORTING SEGMENT INCOME TO INCOME BEFORE INCOME TAXES
| December 28, 2025 | December 29, 2024 | |||||
|---|---|---|---|---|---|---|
| 13 weeks ended | ||||||
| December 28, 2025 | December 29, 2024 | |||||
| Consolidated segment income | $ | 407,727 | $ | 232,719 | ||
| Less: | ||||||
| Unallocated corporate expenses ^(1)^ | 218,320 | 270,352 | ||||
| Depreciation and amortization | 211,081 | 208,548 | ||||
| Other operating (income), net | (2,791 | ) | (52 | ) | ||
| Contested proxy and related matters, net | — | (567,157 | ) | |||
| Other (income), net | (22,074 | ) | (13,382 | ) | ||
| Interest expense | 48,752 | 57,469 | ||||
| (Loss) income before income taxes | $ | (45,561 | ) | $ | 276,941 | |
| ^(1)^ | Unallocated<br> corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer<br> software and services, professional fees and public company related expenses. | |||||
| --- | --- |
Additional Segment Data
SCHEDULE OF ADDITIONAL SEGMENT DATA
| December 28, 2025 | December 29, 2024 | |||
|---|---|---|---|---|
| For the 13 weeks ended | ||||
| December 28, 2025 | December 29, 2024 | |||
| Depreciation and amortization: | ||||
| Georgia Park | $ | 102,720 | $ | 89,416 |
| Missouri Park | 50,170 | 53,778 | ||
| Texas Park | 57,776 | 64,940 | ||
| Corporate | 415 | 414 | ||
| Total depreciation and amortization | $ | 211,081 | $ | 208,548 |
| December 28, 2025 | December 29, 2024 | |||
| --- | --- | --- | --- | --- |
| For the 13 weeks ended | ||||
| December 28, 2025 | December 29, 2024 | |||
| Capital expenditures: | ||||
| Georgia Park | $ | 256,711 | $ | 495,776 |
| Missouri Park | 22,184 | 7,900 | ||
| Texas Park | 25,958 | 97,800 | ||
| Total capital expenditures | $ | 304,853 | $ | 601,476 |
| As of | ||||
| --- | --- | --- | --- | --- |
| December 28, 2025 | September 28, 2025 | |||
| Total assets: | ||||
| Georgia Park | $ | 7,538,721 | $ | 8,043,972 |
| Missouri Park | 3,179,266 | 3,299,882 | ||
| Texas Park | 8,089,496 | 8,135,982 | ||
| Corporate | 401,034 | 19,606 | ||
| Total assets | $ | 19,208,517 | $ | 19,499,442 |
| Total assets | $ | 19,208,517 | $ | 19,499,442 |
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ITEM
- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Youshould read the following discussion in conjunction with the Consolidated Financial Statements (Unaudited) and accompanying notesincluded elsewhere in the Quarterly Report on Form 10-Q. This Management’s discussion and Analysis of Results of Operationsand Financial Condition contains forward-looking statements. The matters discussed in these forward-looking statements are subjectto risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected orimplied 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 withthe United States Securities and Exchange Commission (“SEC”) on December 12, 2025 and “Part II, Item 1A RiskFactors” of this Quarterly Report on Form 10-Q, for a discussion of these uncertainties, risks and assumptions associated withthese statements.
Asused in this Quarterly Report on Form 10-Q, references to the “Company”, “we”, “our” and similarterms refer to Parks! America, Inc. and its wholly owned subsidiaries. Our fiscal year ends on the Sunday closest to September 30. Otherterms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:
| ● | “2020 Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank. |
|---|---|
| ● | “2021 Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank. |
| ● | “2025 Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A. |
| ● | “Adjusted EBITDA” – Net income (loss) appearing on the Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and other significant items. |
| ● | “Adjusted net income (loss)” – Net income (loss) appearing on the Consolidated Statements of Operations excluding significant non-recurring or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis. |
| ● | “First Quarter 2026” – The 13 weeks ended December 28, 2025. |
| ● | “First Quarter 2025” – The 13 weeks ended December 29, 2024. |
| ● | “Fiscal 2026” – The 52 weeks ending September 27, 2026. |
| ● | “Fiscal 2025” – The 52 weeks ended September 28, 2025. |
| ● | “Fiscal 2024” – The 52 weeks ended September 29, 2024. |
| ● | “Fourth Quarter 2025” – The 13 weeks ended September 28, 2025. |
| ● | “GAAP” – Accounting principles generally accepted in the United States. |
| ● | “SEC” – United States Securities and Exchange Commission. |
CautionaryStatement 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.
All prior period share and per share information contained in this Quarterly Report gives effect to the Reverse Forward Stock Split that became effective on April 30, 2025.
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Overview
Parks! America, Inc. owns and operates three regional safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in the United States. The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”) acquired on June 13, 2005, Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”) acquired on March 5, 2008, and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”) acquired on April 27, 2020.
Wild Animal – Georgia owns and operates a 500-acre safari park located in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal – Missouri owns and operates a 255-acre safari park located in Strafford, Missouri (the “Missouri Park”). Aggieland Wild Animal – Texas owns and operates a 450-acre safari park located near Bryan/College Station, Texas (the “Texas Park”).
Each of the parks is overseen by a general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the President and CEO, who is the Chief Operating Decision Maker (“CODM”).
We identify our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park. We have determined that each of our operating segments share similar economic and other qualitative characteristics, but quantitative measures require the results of our operating segments to be reported as three reportable segments.
Each of our three parks are located 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.
AllPark 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.
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Basisof 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.
ContestedProxy and Related Matters
On December 22, 2023, Focused Compounding Fund, LP (together with the participants in its solicitation, “Focused Compounding”) submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board of Directors comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting was held on February 26, 2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.
On January 19, 2024, following Focused Compounding’s submission to the Company, we adopted a rights plan (the “Rights Plan”), which provided, among other things, that if specified events occurred, our stockholders would be entitled to purchase additional shares of our common stock. On January 18, 2025, the Rights Plan expired pursuant to its terms.
On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of our Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board of Directors. On June 20, 2024, Focused Compounding, the Company and the named defendants agreed to a stipulation dismissing with prejudice any and all claims by and between the parties outlined in the initial Complaint in light of the results of the Company’s annual meeting of stockholders held on June 6, 2024.
On June 6, 2024 we held our annual meeting of stockholders (the “2024 Annual Meeting”). The purpose of the 2024 Annual Meeting was for the Company’s stockholders to elect seven nominees to serve on the Company’s Board of Directors (the “Board”), as well as consider additional proposals. The Company and Focused Compounding each submitted proxies soliciting the Company’s stockholders to vote for their respective proposed director nominees. The nominees for director included six nominees proposed by the Company and four nominees proposed by Focused Compounding. At the 2024 Annual Meeting, the Company’s stockholders elected four nominees proposed by Focused Compounding and three nominees proposed by the Company.
On June 14, 2024, the Company announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company’s Board had appointed Geoffrey Gannon as the Company’s President. Mr. Gannon is also the Portfolio Manager at Focused Compounding.
We engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest. We received $567,157 of insurance proceeds under our directors and officers insurance related to this matter during First Quarter 2025. These proceeds were used to pay certain legal bills associated with the contested proxy and related matters. See Note 3, ContestedProxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
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ReverseForward 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 will be 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<br> who held fewer than 500 shares immediately prior to the Reverse Stock Split were paid in cash (without interest) an amount equal<br> to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common<br> Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding the Effective<br> Date of the Reverse Stock Split; and |
|---|---|
| (ii) | Any<br> remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse Forward Stock Split<br> were paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the<br> Company Common Stock quoted on the National Quotation Bureau pink sheets for the five consecutive trading days immediately preceding<br> the effective date of the Reverse Forward Stock Split (with such average closing sales prices being adjusted to give effect to the<br> Reverse Forward Stock Split). |
Resultsof Operations
FiscalYear. 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<br> Year | Ended | Weeks |
|---|---|---|
| 2026 | September<br> 27, 2026 | 52 |
| 2025 | September<br> 28, 2025 | 52 |
| 22 |
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The following table sets forth, for the periods indicated, selected income statement data.
| 13 Weeks Ended | 13 Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2025 | December 29, 2024 | |||||||||
| ’s | % of Total Revenue | ’s | % of Total Revenue | |||||||
| Park revenue | 99.1 | % | 97.1 | % | ||||||
| Sale of animals | 0.9 | % | 2.9 | % | ||||||
| Total revenue | 100.0 | % | 100.0 | % | ||||||
| Cost of sales (exclusive of depreciation and amortization) | 13.2 | % | 14.2 | % | ||||||
| Selling, general and administrative | 77.8 | % | 87.9 | % | ||||||
| Depreciation and amortization | 10.1 | % | 11.8 | % | ||||||
| Contested proxy and related matters, net | 0.0 | % | ) | -32.0 | % | |||||
| Other operating (income), net | ) | -0.1 | % | ) | 0.0 | % | ||||
| (Loss) income from operations | ) | -0.9 | % | 18.1 | % | |||||
| Other (income), net | ) | -1.1 | % | ) | -0.8 | % | ||||
| Interest expense | 2.3 | % | 3.2 | % | ||||||
| (Loss) income before income taxes | ) | -2.2 | % | 15.6 | % | |||||
| Income tax (benefit) expense | ) | -0.5 | % | 4.7 | % | |||||
| Net (loss) income | ) | -1.7 | % | 10.9 | % |
All values are in US Dollars.
Discussionand Analysis
Consolidatedand Segment Results of Operations for First Quarter 2026 as Compared to First 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.
The following table shows our consolidated and segment operating results for the 13 weeks ended December 28, 2025 and December 29, 2024:
| 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 | |||||||||||||||||||||
| December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | |||||||||||||||||
| Total revenue | $ | 1,182,629 | $ | 1,110,718 | $ | 357,551 | $ | 289,761 | $ | 553,218 | $ | 369,979 | $ | 2,093,398 | $ | 1,770,458 | ||||||||
| Less significant expense categories: ^(1)^ | ||||||||||||||||||||||||
| Cost of animal food, merchandise and food | 156,094 | 131,243 | 40,080 | 44,207 | 79,801 | 76,212 | 275,975 | 251,662 | ||||||||||||||||
| Other revenue driven costs ^(2)^ | 23,345 | 21,004 | 7,216 | 5,163 | 11,588 | 6,856 | 42,149 | 33,023 | ||||||||||||||||
| Personnel costs ^(3)^ | 342,440 | 305,029 | 183,709 | 166,726 | 147,148 | 168,723 | 673,297 | 640,478 | ||||||||||||||||
| Advertising and marketing | 91,847 | 40,449 | 64,610 | 32,102 | 86,493 | 51,345 | 242,950 | 123,896 | ||||||||||||||||
| Other segment expenses ^(4)^ | 257,050 | 279,047 | 95,258 | 90,791 | 98,992 | 118,842 | 451,300 | 488,680 | ||||||||||||||||
| Segment income (loss) | 311,853 | 333,946 | (33,322 | ) | (49,228 | ) | 129,196 | (51,999 | ) | 407,727 | 232,719 | |||||||||||||
| Segment operating margin (loss) % | 26.4 | % | 30.1 | % | -9.3 | % | -17.0 | % | 23.4 | % | -14.1 | % | 19.5 | % | 13.1 | % | ||||||||
| Less: | ||||||||||||||||||||||||
| Unallocated corporate expenses ^(5)^ | 218,320 | 270,352 | ||||||||||||||||||||||
| Depreciation and amortization | 211,081 | 208,548 | ||||||||||||||||||||||
| Other operating (income), net | (2,791 | ) | (52 | ) | ||||||||||||||||||||
| Contested proxy and related matters, net | - | (567,157 | ) | |||||||||||||||||||||
| Other (income), net | (22,074 | ) | (13,382 | ) | ||||||||||||||||||||
| Interest expense | 48,752 | 57,469 | ||||||||||||||||||||||
| (Loss) income before income taxes | $ | (45,561 | ) | $ | 276,941 |
^(1)^ The significant expense categories and amounts align the CODM.
^(2)^ Other revenue driven costs include credit card fees and other revenue processing costs driven by sales volume.
^(3)^ Personnel costs include fixed and variable wages, benefits and employer taxes.
^(4)^ Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance costs, insurance, utilities, outside services, operating supplies and other miscellaneous expenses.
^(5)^ Unallocated corporate expenses include corporate personnel costs, directors fees and compensation, directors and officers insurance, computer software and services, professional fees and public company related expenses.
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Total Park Revenue
| For the 13 weeks ended | ||||
|---|---|---|---|---|
| December 28, 2025 | December 29, 2024 | |||
| Georgia | $ | 1,171,149 | $ | 1,082,920 |
| Missouri | 357,151 | 275,731 | ||
| Texas | 546,110 | 360,379 | ||
| Total Park revenue | $ | 2,074,410 | $ | 1,719,030 |
Resultsof Operations
FirstQuarter 2026 compared with First Quarter 2025
TotalRevenue and Park Revenue
Total revenue was $2.09 million in First Quarter 2026, an increase of $322,940 or 18.2%, compared to $1.77 million in First Quarter 2025.
Park revenue was $2.07 million in First Quarter 2026, an increase of $355,380 or 20.7%, compared to $1.72 million in First Quarter 2025.
Animal sales were $18,988 in First Quarter 2026, a decrease of $32,440 or 63.1%, compared to $51,428 in First Quarter 2025. The decrease is driven by the timing of animal sales at our Georgia Park and Missouri Park year over year.
Georgia Park revenue was $1.17 million in First Quarter 2026, an increase of $88,229 or 8.1% compared to $1.08 million in First Quarter 2025. The increase was primarily driven by higher admission revenue due to more favorable weather conditions, especially during the weeks of Thanksgiving and Christmas, compared to First Quarter 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.
Missouri Park revenue was $357,151 in First Quarter 2026, an increase of $81,420 or 29.5% compared to $275,731 in First Quarter 2025. The increase was primarily driven by higher admission revenue due to the more favorable weather conditions, especially during the week of Christmas, compared to First 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.
Texas Park revenue was $546,110 in First Quarter 2026, an increase of $185,731 or 51.5% compared to $360,379 in First Quarter 2025. The increase was primarily driven by an increase in admission revenue due to more favorable weather conditions compared to First Quarter 2025 and a continued positive response to the new admission pass pricing and effectiveness of new marketing strategies. In addition, in-park guest spending, primarily animal food sales and concessions, increased compared to First Quarter 2025.
Attendance
Georgia Park attendance increased approximately 16.7% during First Quarter 2026 compared to First Quarter 2025. The increase in attendance was primarily due to more favorable weather conditions, especially during the weeks of Thanksgiving and Christmas, compared to First Quarter 2025.
Missouri Park attendance increased by approximately 21.4% during First Quarter 2026 compared to First Quarter 2025 primarily driven by more favorable weather conditions, especially during the week of Christmas, compared to First Quarter 2025.
The Texas Park provided customers with free admissions promotions on certain days during the First Quarter 2025 and we do not believe attendance is a comparable to the prior year.
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SignificantExpenses
Costof animal food, merchandise and food
Consolidated cost of animal food, merchandise and food was $275,975 in First Quarter 2026, an increase of $24,313 or 9.7% compared to $251,662 in First Quarter 2025. The increase was primarily attributed to the Georgia Park increase in gift shop and food service cost of sales because of the increase in gift shop and food service revenue.
Otherrevenue driven costs
Consolidated other revenue driven costs were $42,149 in First Quarter 2026, an increase of $9,126 or 27.6% compared to $33,023 in First Quarter 2025 driven by an overall increase in Park revenue.
Personnelcosts
Consolidated personnel costs were $673,297 in First Quarter 2026, an increase of $32,819 or 5.1% compared to $640,478 in First Quarter 2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional educational and zookeeper personnel compared to First Quarter 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 First Quarter 2026 compared to being open seven days a week during Fiscal 2025. In addition, an internal graphic designer and event planner were added in Fourth Quarter 2025 for the benefit of all three parks.
Advertisingand marketing
Consolidated advertising and marketing expenses were $242,950 in First Quarter 2026 compared to $123,896 in First Quarter 2025. The Company switched their 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 First Quarter 2026 compared to television and radio advertising in First Quarter 2025.
Othersegment expenses
Consolidated other segment expenses were $451,300 in First Quarter 2026, a decrease of $37,380 or 7.6% compared to $488,680 in First Quarter 2025. The decrease was primarily driven by lower outside services at the Georgia Park as well as lower park maintenance expenses, due to the one-time demolition costs of an unoccupied house on the Georgia Park grounds in First Quarter 2025 and lower operating expenses at the Texas Park, primarily due to the purchase of new park signs in First Quarter 2025 and lower travel related expenses compared to First Quarter 2026.
SegmentIncome
Consolidated segment income was $407,727 in First Quarter 2026, an increase of $175,008 or 75.2%, from $232,719 in First Quarter 2025.
Georgia Park segment income was $311,853 in First Quarter 2026, a decrease of $22,093 or 6.6% from $333,946 in First Quarter 2025. The increase in admission revenue and gross margin from in-park guest spending on animal food, gift shop and food service was not enough to offset the higher advertising and marketing costs and higher personnel costs that were slightly offset lower other segment expenses, primarily due to the one-time demolition costs of an unoccupied house at the Georgia Park in First Quarter 2025.
Missouri Park segment loss was $33,322 in First Quarter 2026, a decrease of $15,906 or 32.3% from segment loss of $49,228 in First Quarter 2025. The increase in admission revenue and in-park guest spending on animal encounters was more than the increase in advertising and marketing costs that were offset by lower personnel costs and other segment expenses, primarily lower insurance expense and property taxes due to timing of the accrual compared to First Quarter 2025.
Texas Park segment income was $129,196 in First Quarter 2026, an increase of $181,195 from segment loss of $51,999 in First Quarter 2025. The increase in admission revenue and gross margin from in-park guest spending on animal food, gift shop and concessions more than offset the increase in advertising and marketing costs that were offset by lower personnel costs and other segment expenses, primarily timing of spend for park signage and travel related costs compared to First Quarter 2025.
CorporateExpenses
Corporate expenses were $218,320 in First Quarter 2026, a decrease of $52,032 from $270,352 in First Quarter 2025 primarily driven by lower professional fees, due to timing of accruals, lower insurance expense and director fee compensation offset slightly by higher personnel costs in First Quarter 2026.
Depreciationand Amortization Expense
Depreciation and amortization expense was $211,081 in First Quarter 2026, compared to $208,548 in First Quarter 2025. The increase was driven by higher depreciation expense at the Georgia Park related to the new restroom facility placed on service during Second Quarter 2025.
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ContestedProxy and Related Matters
Contested proxy and related matters, net was none in First Quarter 2026 compared to the credit of $567,157 in First Quarter 2025. The credit in First Quarter 2025 was from the receipt of insurance proceeds from our directors and officers insurance policy associated with the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
Otheroperating (income), net
Other operating income, net was $2,791 in First Quarter 2026 compared to $52 in First Quarter 2025. The increase was due to higher net gain on disposals of property and equipment during First Quarter 2026 compared to First Quarter 2025.
OtherIncome, net
Other income, net was $22,074 in First Quarter 2026, an increase of $8,692 from $13,382 in First Quarter 2025. The increase was primarily driven by the one-time non-operating expense at the Texas Park included in First Quarter 2025.
InterestExpense
Interest expense was $48,752 in First Quarter 2026, a decrease of $8,717 from $57,469 in First Quarter 2025. The decrease was primarily driven by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to First Quarter 2025 and a decrease in the 2021 Term Loan interest due to lower principal balances.
IncomeTaxes
We recorded income tax benefit for First Quarter 2026 of $9,500 which resulted in an effective tax rate of 20.9% compared to income tax expense of $83,900 for First Quarter 2025 which resulted in an effective tax rate of 30.3%. 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 to our Consolidated Financial Statements (Unaudited).
NetIncome (Loss)
As a result of the above factors, Net loss was $36,061 or $0.05 per basic and diluted share in First Quarter 2026 compared to Net income of $193,041 or $.25 per basic and diluted share in First Quarter 2025.
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Useof 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<br> proxy and related matters, net – directors and officers insurance proceeds for the 13 weeks ended December 29, 2024. |
|---|
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 per share:
Unaudited
| 13 Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| December 28, 2025 | December 29, 2024 | |||||
| Net (loss) income | $ | (36,061 | ) | $ | 193,041 | |
| Contested proxy and related matters, net | — | (567,157 | ) | |||
| Tax impact ^(1)^ | — | 153,130 | ||||
| Adjusted net loss ^(2)^ | $ | (36,061 | ) | $ | (220,986 | ) |
| Adjusted diluted net loss per share ^(2)^ | $ | (0.05 | ) | $ | (0.29 | ) |
| Diluted weighted average common shares outstanding ^(2)^ | 753,577 | 757,270 | ||||
| ^(1)^ | The<br> tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates. | |||||
| --- | --- | |||||
| ^(2)^ | Prior<br> period amounts have been adjusted to reflect the Reverse Forward Stock Split that became effective on April 30, 2025. Refer to Note<br> 6, Stockholders Equity for further information about the Reverse Forward Stock Split. |
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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<br> proxy and related matters, net – directors and officers insurance proceeds for the 13 weeks ended December 29, 2024. |
|---|---|
| ● | Net<br> gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 weeks ended December 28,<br> 2025 and December 29, 2024. |
The following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to Adjusted EBITDA:
Unaudited
| 13 Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| December 28, 2025 | December 29, 2024 | |||||
| Net (loss) income | $ | (36,061 | ) | $ | 193,041 | |
| Income tax (benefit) expense | (9,500 | ) | 83,900 | |||
| Interest expense | 48,752 | 57,469 | ||||
| Depreciation and amortization | 211,081 | 208,548 | ||||
| Contested proxy and related matters, net | — | (567,157 | ) | |||
| Gain on disposal of property and equipment, net | (2,791 | ) | (52 | ) | ||
| Adjusted EBITDA | $ | 211,481 | $ | (24,251 | ) |
FinancialCondition, Liquidity and Capital Resources
FinancialCondition and Liquidity
Our primary sources of liquidity are cash generated by operations and borrowings under our loan agreements. Historically, our slow season starts after Labor Day in September and runs until Spring Break, which typically begins toward the middle to end of March. The first and second quarters of our fiscal year have historically generated negative cash flow, requiring us to use cash generated from prior fiscal years, as well as borrowing on a seasonal basis, to fund operations and prepare our parks for the busy season during the third and fourth quarters of our fiscal year.
Our working capital was $3.05 million as of December 28, 2025, compared to $3.28 million as of September 28, 2025. The decrease in working capital primarily reflects a reduction in accounts payable as a result of the contested proxy insurance proceeds offset by cash used for capital spending and scheduled term loan payments.
Total long-term debt, including current maturities, as of December 28, 2025 was $3.09 million compared to $3.19 million as of September 28, 2025. The decrease in total long-term debt is primarily the result of scheduled term loan principal payments paid during First Quarter 2026.
As of December 28, 2025, we had stockholders’ equity of $15.23 million and total loan debt of $3.09 million, resulting in a debt-to-equity ratio of 0.20 to 1.0, compared to stockholders’ equity of $15.27 million and total loan debt of $3.19 million resulting in a debt-to-equity ratio of 0.21 to 1.0 as of September 28, 2025.
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OperatingActivities
Net cash used in operating activities was $56,679 during First Quarter 2026, compared to $54,797 during First Quarter 2025. The decrease in net income and year over year change in non-cash items, primarily deferred income taxes, was offset by higher cash provided due to the year over year changes in working capital, primarily accounts payable, as directors and officers insurance proceeds received in First Quarter 2025 were used to pay down accounts payable associated with the contested proxy and related matters.
InvestingActivities
Net cash used in investing activities was $300,855 during First Quarter 2026, compared to net cash provided in investing activities of $260,966 during First Quarter 2025 resulting in a net decrease of $561,821. Our investing activity during First Quarter 2026 included capital spending of $304,853. Our investing activity during First Quarter 2025 included cash provided of $838,442 from the maturity of short-term investments in certificates of deposit. Our capital spending for First Quarter 2025 was $601,476. The decrease in capital spending in First Quarter 2026 is primarily attributed to the higher capital spending at the Georgia Park during First Quarter 2025 primarily related to the new restroom facility.
FinancingActivities
Net cash used in financing activities was $97,888 during First Quarter 2026, compared to $34,261 during First Quarter 2025 resulting in an increase of $63,627. During First Quarter 2026 our financing activity was scheduled term loan principal payments of $97,888. During First Quarter 2025, the 2020 Term Loan was refinanced with the 2025 Term Loan during First Quarter 2025 resulting in net cash provided of $110,429 offset by payments of $144,690 for scheduled term loan principal payments and term loan refinancing fees.
BorrowingAgreements
On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction of the 2025 Term Loan with Cendera Bank N.A. The 2025 Term Loan provided an original principal amount of $2.5 million, the proceeds of which were used to repay all the indebtedness under the 2020 Term Loan, and bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%. The initial interest rate was 7.50%. As of December 28, 2025, the effective interest rate was at 6.25%. The 2025 Term Loan has a term of 10 years, with a 15-year amortization, and a balloon payment of the outstanding principal balance due September 30, 2034. The initial monthly loan payment was $23,200 and has been reduced with the decrease in the effective interest rate to $21,619 as of December 28, 2025. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan. The outstanding balance of the 2025 Term Loan was $2.39 and $2.41 million as of December 28, 2025 and September 28, 2025, respectively.
The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serves on the Board of the Company, and Mr. Gannon serves as the Company’s President. Focused Compounding did not receive a fee or any other benefit in connection with establishing the above-described cash collateral reserve. See Note 4, Long-termDebt to the Consolidated Financial Statements (Unaudited).
Off-BalanceSheet 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.
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CriticalAccounting 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.
RecentAccounting 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
- 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
- CONTROLS AND PROCEDURES
Parks! America, Inc. (the “Registrant”) maintains “controls and procedures,” as such term is defined under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) in Rule 13a-15(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(e) promulgated under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended December 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
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PART
II
ITEM
- 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
- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during First 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 | Total Number of Shares Purchased as Part of Publicly Announced<br> Plans or Programs ^(2)^ | Maximum Number of Shares that May Yet be Purchased Under<br> the Plans or Program ^(2)^ | ||||
|---|---|---|---|---|---|---|---|---|
| September 29, 2025 - October 26, 2025 | — | $ | — | — | 75,000 | |||
| October 27, 2025 - November 23, 2025 | — | $ | — | — | 75,000 | |||
| November 24, 2025 - December 28, 2025 | — | $ | — | — | 75,000 | |||
| Total | — | $ | — | — |
^(1)^ All shares of common stock will be retired following purchase.
^(2)^ 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
- DEFAULTS UPON SENIOR SECURITIES
None
ITEM
- MINE SAFETY DISCLOSURES
Not applicable
ITEM
- 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 December 28, 2025, as such terms are defined under Item 408(a) or Regulation S-K.
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ITEM
- EXHIBITS
| 32 |
| --- |
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!<br> AMERICA, INC. | ||
|---|---|---|
| February<br> 6, 2026 | By: | /s/ Geoffrey Gannon |
| Geoffrey<br> Gannon | ||
| President | ||
| (Principal<br> Executive Officer) | ||
| By | /s/ Rebecca S. McGraw | |
| Rebecca<br> S. McGraw | ||
| Chief<br> Financial Officer | ||
| (Principal<br> Financial Officer) |
| 33 |
| --- |
Exhibit31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Geoffrey Gannon, certify that:
| 1. | I<br> have reviewed this Quarterly Report on Form 10-Q of Parks! America, Inc. (the “registrant”) for the quarter ended December<br> 28, 2025; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report; |
| 4. | The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and |
| (d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions): |
| --- | --- |
| (a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| (b) | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| Date:<br> February 6, 2026 | |
| --- | |
| /s/ Geoffrey Gannon | |
| Geoffrey<br> Gannon | |
| President | |
| (Principal<br> Executive Officer) | |
| Parks!<br> America, Inc. |
Exhibit31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Rebecca S. McGraw, certify that:
| 1. | I have reviewed this Quarterly<br> Report on Form 10-Q of Parks! America, Inc. (the “registrant”) for the quarter ended December 28, 2025; |
|---|---|
| 2. | Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report; |
| 3. | Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s<br> other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions): |
| --- | --- |
| (a) | All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting. |
| Date: February<br> 6, 2026 | |
| --- | |
| /s/ Rebecca S. McGraw | |
| Rebecca S. McGraw | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
| Parks! America, Inc. |
Exhibit32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Parks! America, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended December 28, 2025 (the “Form 10-Q”) of the Company fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: February<br> 6, 2026 |
|---|
| /s/ Geoffrey Gannon |
| Geoffrey Gannon |
| President |
| (Principal Executive Officer) |
| Parks! America, Inc. |
| Dated: February 6, 2026 |
| /s/ Rebecca S. McGraw |
| Rebecca S. McGraw |
| Chief Financial Officer |
| (Principal Financial Officer) |
| Parks! America, Inc. |
A signed original of this written statement required by Section 906 has been provided to Parks! America, Inc. and will be retained by Parks! America, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.