UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
COMMISSION
FILE NUMBER
(Exact Name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Issuer’s
telephone Number:
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.
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).
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 | ☐ | |
| Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 8, 2026, the issuer had outstanding shares of Common Stock.
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCQX |
Table of Contents
PARKS! AMERICA, INC and SUBSIDIARIES
INDEX
| 2 |
PARKS! AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 29, 2026 | September 28, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net | ||||||||
| Deferred tax liability, net | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $ – authorized: shares; shares issued and outstanding | ||||||||
| Common stock, par value $ – authorized: shares; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost, and shares, respectively | ( | ) | ||||||
| Retained earnings | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 3 |
PARKS! AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Park revenue | $ | $ | $ | $ | ||||||||||||
| Sale of animals | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization) | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Contested proxy and related matters, net | ( | ) | ||||||||||||||
| Other operating (income), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Other (income), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense (benefit) | ( | ) | ( | ) | ||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| NET EARNINGS (LOSS) PER COMMON SHARE | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 4 |
PARKS! AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the 13 and 26 weeks ended March 29, 2026
(Unaudited)
| Common Stock Issued | Additional | Treasury | Retained | Total | ||||||||||||||||||||
| Shares | Amount | Paid-In Capital | Stock | Earnings | Stockholders’ Equity | |||||||||||||||||||
| Balance at September 28, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 28, 2025 | ||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Purchases of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at March 29, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
For the 13 and 26 weeks ended March 30, 2025
(Unaudited)
| Common Stock Issued | Additional | Treasury | Retained | Total | ||||||||||||||||||||
| Shares | Amount | Paid-In Capital | Stock | Earnings | Stockholders’ Equity | |||||||||||||||||||
| Balance at September 29, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at December 29, 2024 | ||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
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)
| For the 26 weeks ended | ||||||||
| March 29, 2026 | March 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Amortization of debt issuance costs | ||||||||
| Interest accrued on certificates of deposit | ( | ) | ||||||
| Deferred income taxes | ||||||||
| Gain on disposal of property and equipment, net | ( | ) | ( | ) | ||||
| Change in assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Maturity of certificates of deposit, including interest | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sales of property and equipment | ||||||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Payoff of 2020 Term Loan | ( | ) | ||||||
| Proceeds from 2025 Term Loan | ||||||||
| Payments on 2021 Term Loan | ( | ) | ( | ) | ||||
| Payments on 2025 Term Loan | ( | ) | ( | ) | ||||
| Payments on 2025 Term Loan debt issuance costs | ( | ) | ||||||
| Purchases of treasury stock | ( | ) | ||||||
| Net cash (used in) financing activities | ( | ) | ( | ) | ||||
| NET (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Purchases of property and equipment in accounts payable | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements (Unaudited).
| 6 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 29, 2026
NOTE 1. BACKGROUND AND BASIS OF PRESENTATION
Parks! America, Inc. (“Parks!” or the “Company”) owns and operates, through wholly owned subsidiaries, three regional safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in the United States. The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”). Wild Animal – Georgia owns and operates the Wild Animal Safari Pine Mountain located in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal – Missouri owns and operates the Wild Animal Safari Springfield located in Strafford, Missouri (the “Missouri Park”). Aggieland Wild Animal – Texas owns and operates the Aggieland Safari located near Bryan/College Station, Texas (the “Texas Park”).
Terms that are commonly used in the Company’s Notes to the Consolidated Financial Statements (Unaudited) are defined as follows:
| ● | “2020 Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank. | |
| ● | “2021 Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank. | |
| ● | “2025 Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A. | |
| ● | “EPS” – Earnings per share. | |
| ● | “Fiscal 2027” – The 53 weeks ending October 3, 2027. | |
| ● | “Fiscal 2026” – The 52 weeks ending September 27, 2026. | |
| ● | “Fiscal 2025” – The 52 weeks ended September 28, 2025. | |
| ● | “Fiscal 2024” – The 52 weeks ended September 29, 2024. | |
| ● | “GAAP” – Accounting principles generally accepted in the United States. | |
| ● | “Reverse Forward Stock Split” – 1-for-500 reverse stock split immediately followed by 5-for-1 forward stock split effective on April 30, 2025. | |
| ● | “SEC” – The United States Securities and Exchange Commission. |
In 2005, the Company entered its current business with the purchase of an animal attraction located in Pine Mountain, Georgia. Parks! America is domiciled in the state of Nevada and its headquarters is in Pine Mountain, Georgia. In 2008, the Company adopted its current name “Parks! America, Inc.” and its current stock symbol “PRKA.”
Prior to and on May 1, 2025, the Company’s common stock traded on the OTC Pink market. Effective May 2, 2025, the Company’s common stock is traded on the OTCQX market. As a result of the Reverse Forward Stock Split, effective on April 30, 2025, the Company’s common stock was traded on a post-split basis under the symbol “PRKAD” for 20 trading days, including the effective date, after which it reverted to “PRKA.”
| 7 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year End
The Company’s fiscal year-end is the Sunday closest to September 30. This fiscal calendar aligns the Company’s fiscal periods closely with the seasonality of its business. The period from October through early March is geared towards maintenance and preparation for the next busy season, which typically begins in the latter half of March through early September. The high season typically ends after the Labor Day holiday weekend. The fiscal periods in this report are presented as follows, unless the context otherwise requires:
| Fiscal Year | Ended | Weeks | ||
| 2026 | September 27, 2026 | 52 | ||
| 2025 | September 28, 2025 | 52 |
Seasonality
The
Company’s operations are seasonal. Our parks are open year-round, and we experience increased seasonal attendance, typically beginning
in the latter half of March through early September, and historically have realized a significant portion of our annual park revenue
during our third and fourth fiscal quarters. We generated approximately
Basis of Presentation
The accompanying Consolidated Financial Statements (Unaudited) include the accounts of the Company and its wholly owned subsidiaries (Wild Animal – Georgia, Wild Animal – Missouri and Aggieland Wild Animal – Texas). All intercompany transactions and balances have been eliminated in the consolidation.
The accompanying Consolidated Financial Statements (Unaudited) are presented in accordance with GAAP for interim information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein. Interim results are not necessarily indicative of the results for a full fiscal year. These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025 filed with the United States Securities and Exchange Commission (“SEC”) on December 12, 2025.
Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting.
| 8 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
Management uses estimates and assumptions in preparing financial statements in accordance with GAAP. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Cash and Cash Equivalents
The Company maintains its cash and cash equivalents with high credit quality financial institutions. The Company considers all highly liquid financial instruments with maturities of three months or less to be cash equivalents. Cash and cash equivalents consisted of cash on deposit and money market accounts as of March 29, 2026 and September 28, 2025, respectively.
Short-term Investments
The
Company periodically invests in certificates of deposit and classifies its certificates of deposit as cash and cash equivalents or short-term
investments and reassesses the appropriateness of the classification of its investments at the end of each reporting period. Certificates
of deposit held for investment with an original maturity date greater than three months are carried at amortized cost and reported as
short-term investments on the consolidated balance sheets. As of March 29, 2026 and September 28, 2025, the Company had
Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risks. The Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits.
Accounts Receivable
The
parks are primarily a payment upfront business, therefore, the Company typically carries limited accounts receivable balances. The Company
had accounts receivable of $
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 $
Prepaid Expenses and Other Current Assets
The Company prepays certain expenses primarily due to contractual requirements. Prepaid expenses and other current assets consisted of the following:
| March 29, 2026 | September 28, 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid income & sales taxes | ||||||||
| Prepaid advertising and marketing | ||||||||
| Prepaid other & other current assets | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| 9 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include expenditures that materially extend the useful lives of the existing facilities and equipment. Maintenance and repairs that do not materially improve or extend the useful lives of the respective assets are expensed as incurred. As of the balance sheet dates, Property and equipment, net consisted of the following:
| March 29, 2026 | September 28, 2025 | Depreciable Lives | ||||||||
| Land | $ | $ | not applicable | |||||||
| Mineral rights | ||||||||||
| Ground improvements | ||||||||||
| Buildings and structures | ||||||||||
| Animal shelters and habitats | ||||||||||
| Park animals | ||||||||||
| Equipment - concession and related | ||||||||||
| Equipment and vehicles - yard and field | ||||||||||
| Vehicles - buses and rental | ||||||||||
| Rides and entertainment | ||||||||||
| Furniture and fixtures | ||||||||||
| Construction in progress | ||||||||||
| Property and equipment, cost | ||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
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 $
Intangible Assets
Intangible
assets consist primarily of a site master plan, website domains and tradename registrations, which are recorded at cost of $
Scheduled future amortization of intangible assets is as follows as of March 29, 2026:
| Fiscal years ending | ||||
| 2026 remaining | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
Impairment of Property and Equipment
Property
and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Impairment is assessed at the individual park level which is the lowest level of identifiable cash
flows and the Company considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated
undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between
the estimated fair value of the asset and its carrying value, net of salvage and any costs of disposition. The Company recognized
| 10 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three broad levels based on the ranks of the quality and reliability of inputs used to determine the fair values. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities. Level 2 inputs consist of quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Assets
and liabilities recognized or disclosed at fair value on a recurring basis include our term debt. As of March 29, 2026 and September
28, 2025, the fair value of the Company’s long-term debt was $
Other Current Liabilities
Other current liabilities consisted of the following:
| March 29, 2026 | September 28, 2025 | |||||||
| Deferred revenue | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accrued professional fees | ||||||||
| Accrued property & income taxes | ||||||||
| Accrued sales taxes | ||||||||
| Accrued interest | ||||||||
| Other | ||||||||
| Other current liabilities | $ | $ | ||||||
Revenue Recognition
Revenue from park admission fees is recognized at the point in time control transfers to the customer, which is generally when the customer accepts access to the park and the Company is entitled to payment. Park admission revenue for annual season passes is deferred and recognized as revenue on a pro-rata basis over the term of the season pass. Park admission fee revenue from advance online ticket purchases is deferred until the customers visit the park.
Prior to January 2026, online tickets purchased in advance could generally be used anytime during the one-year period from the date of purchase. In January 2026, the Company changed its online ticket redemption policy. The new policy only allows online tickets purchased in advance to be used on or before the date scheduled to attend the park. This new policy will reduce the amount of deferred revenue for unredeemed online ticket purchases. The balance of unredeemed online tickets purchased prior to January 2026 will be recognized in revenue during the month when the one-year period expires from the date of purchase.
Revenue from retail and concession sales is generally recognized upon the concurrent receipt of payment and delivery of goods to the customer. The Company excludes taxes assessed by governmental agencies from revenue, including sales-related taxes, that are imposed on and concurrent with revenue-producing activities.
Animal sales are reported as a separate revenue line item. The Company periodically sells surplus animals created from the natural breeding process that occurs within the parks. Animal sales are recognized at a point in time when control transfers to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which generally occurs upon delivery of the animal. Based on the Company’s assessment of control indicators, sales are recognized when animals are delivered to the customer.
| 11 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contract Liabilities
Contract liabilities consist of payments received in advance of the transfer of control to the customer. Deferred revenue consists of advance online admission tickets and annual season passes paid by customers prior to performance of these services or transfer of control of the product.
The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer reported in Other current liabilities in the Consolidated Balance Sheets (Unaudited) and amounts recognized through Park revenue for each period presented.
All deferred revenue as of March 29, 2026 is expected to be recognized in Park revenue during the remainder of Fiscal 2026 and in the first fiscal quarter of Fiscal 2027 when customers redeem their online tickets purchased in advance during their visit at the parks or for unredeemed online tickets purchased prior to January, 2026 when the one-year period expires from the date of purchase.
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Deferred revenue beginning of period | $ | $ | $ | $ | ||||||||||||
| Deferred revenue recognized in period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Revenue deferred in period | ||||||||||||||||
| Deferred revenue end of period | $ | $ | $ | $ | ||||||||||||
The Company provides disaggregation of revenue based on geography in Note 10, Business Segments as it believes this best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Cost of Sales
Cost of sales are comprised principally of cost of animal food sold for resale to customers to feed the animals in the drive-through safari and cost of non-resale animal food, cost of gift shop merchandise, food service and concessions, freight and delivery costs and selling expenses associated with the sale of animals.
Selling, General and Administrative Expenses
Selling, general and administrative expenses are comprised principally of payroll and benefit costs, advertising and marketing costs, insurance, professional fees, transaction processing fees, utilities, outside services, vehicle expenses, park maintenance expenses, animal expenses and other administrative expenses.
Advertising and Marketing Expenses
Production costs for outdoor billboards are expensed in the month they are completed. All other advertising, promotion and marketing programs are expensed as incurred. Certain prepaid costs incurred through fiscal quarter end for the following fiscal quarter advertising programs are included within “Prepaid expenses and other current assets” in the Consolidated Balance Sheet (Unaudited).
Advertising
and marketing expenses, inclusive of segment and corporate expenses, were $
The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period associated with the grant. The Company previously awarded shares to its Board of Directors for service on the Board which vested immediately. The shares issued to the Board were “restricted” and were not to be re-sold unless an exemption is available, such as the exemption afforded by Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company recognizes the expense based on the fair market value at time of the grant. The Company typically awarded its annual Director compensation at the end of each calendar year. There were no outstanding awards as of March 29, 2026 and March 30, 2025, respectively.
Transactions with Related Parties
The Company’s Board of Directors closely monitors and approves transactions with related parties.
A
portion of the Company’s long-term debt is secured by a cash collateral reserve of $
Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using the enacted tax rates and laws. Management periodically reviews the Company’s deferred tax assets to determine whether their value can be realized based on available evidence. A valuation allowance is established when management believes it is more likely than not that such tax benefits will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change.
| 12 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The
Company follows the guidance in FASB ASC 740 with respect to accounting for uncertainty in income taxes. A tax position is recognized
as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than fifty percent likely
of being realized on examination. For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded.
The Company has no unrecognized tax benefits under guidance related to tax uncertainties. Any tax penalties or interest expense will
be recognized in income tax expense.
The numerator for both basic and diluted EPS is net income (loss) attributable to the Company. The denominator for basic EPS is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted EPS is based upon the number of weighted average shares of the Company’s common stock and common shares equivalent outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings per Share.
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Repurchases of Common Stock
Shares of the Company’s common stock may be repurchased by the Company through open market purchases, privately negotiated transactions, or other methods in compliance with all of the conditions of Rule 10b-18 under the Securities Exchange Act of 1934. When the shares are retired, the par value of the shares retired will be charged against common stock and the remaining charged to retained earnings.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and requires all annual disclosures currently required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the fiscal year ended September 28, 2025. See Note 10, Business Segments.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for the Company’s annual fiscal period ending September 27, 2026. The Company is currently assessing the impact of ASU 2023-09 on the Company’s consolidated financial statement disclosures for adoption in its Annual Report on Form 10-K for the fiscal year ending September 27, 2026.
In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. ASU 2024-02 is effective for the Company’s annual fiscal period ending September 27, 2026. The Company is currently assessing the impact of ASU 2024-02 on the Company’s consolidated financial statement disclosures for adoption in its Annual Report on Form 10-K for the fiscal year ending September 27, 2026.
In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on the Company’s consolidated financial statement disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies when ASC 270 applies, specifies the form and content of interim financial statements and notes, and establishes a principle requiring disclosure of events occurring since the end of the most recent annual period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of ASU 2025-11 on the Company’s consolidated financial statement disclosures.
Except as noted, the Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures.
| 13 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On December 22, 2023, Focused Compounding Fund, L.P. (together with the participants in its solicitation, “Focused Compounding”) submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board of Directors comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting was held on February 26, 2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.
On January 19, 2024 following Focused Compounding’s submission to the Company, the Company adopted a rights plan (the “Rights Plan”), which provided, among other things, that if specified events occurred, the Company’s stockholders would be entitled to purchase additional shares of the Company’s common stock. On January 18, 2025, the Rights Plan expired pursuant to its terms.
On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of its Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board.
On June 6, 2024 the Company held its annual meeting of stockholders (the “2024 Annual Meeting”). The purpose of the 2024 Annual Meeting was for the Company’s stockholders to elect seven nominees to serve on the Company’s Board of Directors (the “Board”), as well as consider additional proposals. The Company and Focused Compounding each submitted proxies soliciting the Company’s stockholders to vote for their respective proposed director nominees. The nominees for director included six nominees proposed by the Company and four nominees proposed by Focused Compounding. At the 2024 Annual Meeting, the Company’s stockholders elected four nominees proposed by Focused Compounding and three nominees proposed by the Company.
On June 14, 2024, the Company announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company’s Board had appointed Geoffrey Gannon as the Company’s President. Mr. Gannon is also the Portfolio Manager at Focused Compounding.
The
Company engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest.
During the 26 weeks ended March 29, 2026, the Company had
NOTE 4. LONG-TERM DEBT
On
On
On
The
2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $
| 14 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4. LONG-TERM DEBT (CONTINUED)
Interest
expense of $
The following table presents the aggregate of the Company’s outstanding long-term debt:
| March 29, 2026 | September 28, 2025 | |||||||
| Term Loan principal outstanding | $ | $ | ||||||
| Less: Current portion of long-term debt | ( | ) | ( | ) | ||||
| Less: Unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Long-term debt, net | $ | $ | ||||||
As of March 29, 2026, the future scheduled principal maturities of the Company’s long-term debt by fiscal year are as follows:
| Fiscal years ending | ||||
| 2026 remaining | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 5. LINES OF CREDIT
On
October 19, 2023, the Company, through its wholly owned subsidiary Aggieland Wild Animal – Texas, entered a line of credit of up
to $
On
October 24, 2023, the Company, through its wholly owned subsidiary Wild Animal – Georgia, entered a line of credit of up to $
Through their respective maturities, the Company had not made any borrowings against either of these lines of credit.
NOTE 6. STOCKHOLDERS’ EQUITY
Common Stock
At the annual shareholder meeting held on March 7, 2025, the stockholders voted to approve the amendments to the Company’s Articles of Incorporation to effect a 1 for 500 reverse stock split of the Company’s common stock followed immediately by an amendment to the Company’s Restated Articles of Incorporation to effect a 5 for 1 forward stock split of the Company’s Common Stock, herein referred to as the “Reverse Forward Stock Split”.
On April 1, 2025, the Board of Directors authorized the implementation of the Reverse Forward Stock Split.
On
April 10, 2025, the Company filed a certificate of amendment to the Company’s Articles of Incorporation (“Charter”)
with the Secretary of State of the State of Nevada to effect a
| 15 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6. STOCKHOLDERS’ EQUITY (CONTINUED)
The immediate goal of the Reverse Forward Stock Split was to reduce excessive administrative costs associated with having a disproportionately large number of stockholders who owned relatively few shares.
The Company did not issue fractional shares in connection with the Reverse Forward Stock Split. Instead, the Company paid cash (without interest) to any stockholder who would be entitled to receive a fractional share as a result of the Reverse Forward Stock Split as follows:
| (i) | ||
| (ii) | Any remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse Forward Stock Split were paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the Company Common Stock quoted on the OTC Pink market for the five consecutive trading days immediately preceding the effective date of the Reverse Forward Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Forward Stock Split). |
Share Repurchase Program
On December 17, 2025, the Company announced that its Board of Directors authorized a share repurchase program (“2025 Share Repurchase Program”) allowing the Company to repurchase up to the lesser of shares (9.95% of shares outstanding on December 17, 2025) or $ 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.
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Number of shares repurchased | ||||||||||||||||
| Total cost | $ | $ | $ | $ | ||||||||||||
| Average per share cost (1) | $ | $ | $ | $ | ||||||||||||
| (1) |
The Company plans to retire all shares that were repurchased through the 2025 Share Repurchase Program during the 13 and 26 weeks ended March 29, 2026. In accordance with the FASB ASC 505-Equity, when the shares are retired the par value of the share retired will be charged against common stock and the remaining purchase price charged against retained earnings.
Stock-based compensation
Shares of common stock issued for service to the Company are valued based on market price on the date of the award and vest immediately. There were no shares of common stock issued for service to the Company for the 13 and 26 weeks ended March 29, 2026 and March 30, 2025, respectively.
Officers,
directors and their controlled entities own approximately
NOTE 7. INCOME TAXES
Provision for Income Taxes
The
Company recorded a tax expense at an overall effective rate of
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Company is not a party to any pending legal proceedings, nor is its property the subject of a pending legal proceeding that is not in the ordinary course of business or otherwise material to the financial condition of its business. None of the Company’s directors, officers or affiliates is involved in a proceeding adverse to its business or has a material interest adverse to its business.
NOTE 9. MAJOR VENDORS
The
Company had three vendors, exclusive to the Georgia Park and Texas Park, that accounted for approximately
| 16 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10. BUSINESS SEGMENTS
The
Company identifies our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park and operates in
Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the President and Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM uses segment operating income/(loss), defined as park earnings before interest, taxes, depreciation and amortization, and free cash flow as the reportable segment profitability measure to assess performance and allocate resources.
Significant segment expenses are expenses which are regularly provided to the CODM and are included in segment operating income/(loss). These consist of segment cost of animal food, merchandise and food, other revenue driven costs, personnel costs, advertising and marketing and all other segment expenses. Segment cost of sales includes cost of animal feed and cost of gift shop merchandise, food and concessions. Other revenue driven costs include credit card fees and other revenue processing fees. Personnel costs include fixed and variable wages, benefits costs and employer payroll taxes. Other segment expenses include animal expenses, park and vehicle maintenance expenses, insurance, utilities, outside services, operating supplies and other miscellaneous expenses. The Company does not allocate corporate expenses to our segments.
The following tables set forth, for the periods indicated, certain segment information for the Company’s reportable segments:
| For the 13 weeks ended March 29, 2026 | ||||||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Less significant expense categories (1): | ||||||||||||||||
| Cost of animal food, merchandise and food | ||||||||||||||||
| Other revenue driven costs (2) | ||||||||||||||||
| Personnel costs (3) | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Other segment expenses (4) | ||||||||||||||||
| Segment income | $ | $ | $ | $ | ||||||||||||
| Segment operating income as percentage of total revenue | % | % | % | % | ||||||||||||
| For the 13 weeks ended March 30, 2025 | ||||||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Less significant expense categories (1): | ||||||||||||||||
| Cost of animal food, merchandise and food | ||||||||||||||||
| Other revenue driven costs (2) | ||||||||||||||||
| Personnel costs (3) | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Other segment expenses (4) | ||||||||||||||||
| Segment income | $ | $ | $ | $ | ||||||||||||
| Segment operating income as percentage of total revenue | % | % | % | % | ||||||||||||
| (1) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. |
| (2) | Other revenue driven costs include credit card fees and other revenue processing costs driven by sales volume. |
| (3) | Personnel costs include fixed and variable wages, benefits and employer taxes. |
| (4) | Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance expenses, insurance, utilities, outside services, operating supplies and other miscellaneous expenses. |
| 17 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10. BUSINESS SEGMENTS (CONTINUED)
| For the 26 weeks ended March 29, 2026 | ||||||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Less significant expense categories (1): | ||||||||||||||||
| Cost of animal food, merchandise and food | ||||||||||||||||
| Other revenue driven costs (2) | ||||||||||||||||
| Personnel costs (3) | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Other segment expenses (4) | ||||||||||||||||
| Segment income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Segment operating income (loss) as percentage of total revenue | % | - | % | % | % | |||||||||||
| For the 26 weeks ended March 30, 2025 | ||||||||||||||||
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Less significant expense categories (1): | ||||||||||||||||
| Cost of animal food, merchandise and food | ||||||||||||||||
| Other revenue driven costs (2) | ||||||||||||||||
| Personnel costs (3) | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Other segment expenses (4) | ||||||||||||||||
| Segment income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Segment operating income (loss) as percentage of total revenue | % | - | % | % | % | |||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |
The table below sets forth, for the periods indicated, a reconciliation of reporting Consolidated segment income to Income (loss) before income taxes:
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Consolidated segment income | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Unallocated corporate expenses (1) | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other operating (income), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Contested proxy and related matters, net | ( | ) | ||||||||||||||
| Other (income), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| (1) |
| 18 |
PARKS! AMERICA, INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10. BUSINESS SEGMENTS (CONTINUED)
Additional Segment Data
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Georgia Park | $ | $ | $ | $ | ||||||||||||
| Missouri Park | ||||||||||||||||
| Texas Park | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Capital expenditures | ||||||||||||||||
| Georgia Park | $ | $ | $ | $ | ||||||||||||
| Missouri Park | ||||||||||||||||
| Texas Park | ||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | ||||||||||||
| As of | ||||||||
| March 29, 2026 | September 28, 2025 | |||||||
| Assets | ||||||||
| Georgia Park | $ | $ | ||||||
| Missouri Park | ||||||||
| Texas Park | ||||||||
| Corporate | ||||||||
| Total assets | $ | $ | ||||||
NOTE 11. SUBSEQUENT EVENTS
On April 7, 2026, the Company entered into an offer letter with Geoff Gannon (the “Offer Letter”) transitioning him to full-time employment in his role as President and Chief Executive Officer, effective as of March 31, 2026. Mr. Gannon has served as President and Chief Executive Officer of the Company since June 14, 2024, but prior to March 31, 2026, he was not employed by the Company on a full-time basis.
Pursuant to the Offer Letter, Mr. Gannon is entitled
to an annual base salary of $
| 19 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with the Consolidated Financial Statements (Unaudited) and accompanying notes included elsewhere in the Quarterly Report on Form 10-Q. This Management’s discussion and Analysis of Results of Operations and Financial Condition contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” below, “Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the fiscal year ended September 28, 2025 filed with the United States Securities and Exchange Commission (“SEC”) on December 12, 2025 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of these uncertainties, risks and assumptions associated with these statements.
As used in this Quarterly Report on Form 10-Q, references to the “Company”, “we”, “our” and similar terms refer to Parks! America, Inc. and its wholly owned subsidiaries. Our fiscal year ends on the Sunday closest to September 30. Other terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:
| ● | “2020 Term Loan” – Term loan credit agreement, dated as of April 27, 2020, between the Company and First Financial Bank. | |
| ● | “2021 Term Loan” – Term loan credit agreement, dated as of June 18, 2021, between the Company and Synovus Bank. | |
| ● | “2025 Term Loan” – Term loan credit agreement, dated as of September 30, 2024, between the Company and Cendera Bank N.A. | |
| ● | “Adjusted EBITDA” – Net income (loss) appearing on the Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and other significant items. | |
| ● | “Adjusted net income (loss)” – Net income (loss) appearing on the Consolidated Statements of Operations excluding significant non-recurring or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis. | |
| ● | “First Quarter 2026” – The 13 weeks ended December 28, 2025. | |
| ● | “First Quarter 2025” – The 13 weeks ended December 29, 2024. | |
| ● | “Fiscal 2026” – The 52 weeks ending September 27, 2026. | |
| ● | “Fiscal 2025” – The 52 weeks ended September 28, 2025.
| |
| ● | “Fiscal 2024” – The 52 weeks ended September 29, 2024. | |
| ● | “Fourth Quarter 2025” – The 13 weeks ended September 28, 2025. | |
| ● | “GAAP” – Accounting principles generally accepted in the United States. | |
| ● | “SEC” – United States Securities and Exchange Commission. | |
| ● | “Second Quarter 2026” — The 13 weeks ended March 29, 2026. | |
| ● | “Second Quarter 2025” — The 13 weeks ended March 30, 2025. | |
| ● | “Year-to-Date 2026” — The 26 weeks ended March 29, 2026. | |
| ● | “Year-to-Date 2025” — The 26 weeks ended March 30, 2025. |
Cautionary Statement Regarding Forward-Looking Information
Except for the historical information contained herein, this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties, including, among other things, statements concerning: our business strategy; liquidity and capital expenditures; future sources of revenue and anticipated costs and expenses; and trends in industry activity generally. Such forward-looking statements include, among others, those statements including the words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or similar language or by discussions of our outlook, plans, goals, strategy or intentions.
Forward-looking statements are based on beliefs and assumptions made by management using currently available information and are only predictions and are not guarantees of future performance, actions or events. Our actual results may differ significantly from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, risks that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include but are not limited to: competition from other parks, inclement weather conditions during our primary tourist season, the price of animal feed and the price of gasoline. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements. These risks and uncertainties include those risks, uncertainties and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 28, 2025, and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q.
The forward-looking statements we make in this Quarterly Report are based on management’s current views and assumptions regarding future events and speak only as of the date of this report. We assume no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC.
| 20 |
Overview
Parks! America, Inc. owns and operates three regional safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in the United States. The Company’s wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”) acquired on June 13, 2005, Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”) acquired on March 5, 2008, and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”) acquired on April 27, 2020.
Wild Animal – Georgia owns and operates a 500-acre safari park located in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal – Missouri owns and operates a 255-acre safari park located in Strafford, Missouri (the “Missouri Park”). Aggieland Wild Animal – Texas owns and operates a 450-acre safari park located near Bryan/College Station, Texas (the “Texas Park”).
Each of the parks is overseen by a general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the President and CEO, who is the Chief Operating Decision Maker (“CODM”).
We identify our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park. We have determined that each of our operating segments share similar economic and other qualitative characteristics, but quantitative measures require the results of our operating segments to be reported as three reportable segments.
Each of our three parks are located in rural areas. The parks are local attractions in that guests usually drive less than one hour out of their way to visit us. Park guests tend to be residents living within 100 miles of our parks, tourists staying within 100 miles of our parks and tourists driving on a road near our parks. Park guests are groups, almost never individuals and most often families, who seek away-from-home entertainment within driving distance. Management does not believe we compete with in-home entertainment or solo activities and therefore, the market is away-from-home activity seekers within driving distance of our parks. Nearby attractions can be either “complements” to our parks or “substitutes” for our parks. Nearby attractions (such as Callaway Gardens and Great Wolf Lodge near our Georgia Park) increase our attendance because some guests of those attractions visit our parks as part of the same trip.
All Park Operations
Approximately 98% of our revenue is generated from guests who visit our parks and approximately 2% is derived from payments made by buyers of our animals.
Park revenues are derived primarily from admission fees, as well as sales of animal food, animal encounters, vehicle rentals, gift shop and specialty item retail sales and food and beverage sales.
In addition to the animal environments, each of our parks has a gift shop, a restaurant or concessions areas and picnic areas. We sell food and beverages in our restaurant or concession areas, and a variety of items in our gift shops, including shirts, hats, plush toys, educational books, toys and novelty items, many of which are animal themed.
Most of the animals at each of our parks have been born on-site or domestically acquired. We rarely import animals and have not imported any animals in the past 15 years. Auctions and sales of animals across the United States occur often and we may acquire animals in these auctions if we see an opportunity to enhance the animal population at our parks. As a result of natural breeding, animal populations at our parks tend to grow over time. Periodically, we sell surplus animals, and the proceeds are recorded as revenue. The periodic acquisition and sale of animals is also part of our herd and genetic management program. From time-to-time, we may also relocate animals between our parks as part of this program. Each park is subject to routine inspection by federal and state agencies. Each park maintains a high standard of animal care and has passed all recent inspections.
| 21 |
Basis of Presentation
The Consolidated Financial Statements (Unaudited) have been prepared in accordance with GAAP and include the accounts of Parks! America, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.
Seasonality
The Company’s operations are seasonal. Our parks are open year-round, and we experience increased seasonal attendance, typically beginning in the latter half of March through early September, and historically have realized a significant portion of our annual park revenue during our third and fourth fiscal quarters. We generated approximately 64.0% and 61.4% of our annual park revenue in the third and fourth fiscal quarters of Fiscal 2025 and Fiscal 2024, respectively.
Contested Proxy and Related Matters
On December 22, 2023, Focused Compounding Fund, L.P. (together with the participants in its solicitation, “Focused Compounding”) submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board of Directors comprised entirely of Focused Compounding’s slate of three candidates. The Special Meeting was held on February 26, 2024 and Focused Compounding’s proposal to reconstitute the Board of Directors received the votes of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.
On January 19, 2024, following Focused Compounding’s submission to the Company, we adopted a rights plan (the “Rights Plan”), which provided, among other things, that if specified events occurred, our stockholders would be entitled to purchase additional shares of our common stock. On January 18, 2025, the Rights Plan expired pursuant to its terms.
On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of our Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board of Directors. On June 20, 2024, Focused Compounding, the Company and the named defendants agreed to a stipulation dismissing with prejudice any and all claims by and between the parties outlined in the initial Complaint in light of the results of the Company’s annual meeting of stockholders held on June 6, 2024.
On June 6, 2024 we held our annual meeting of stockholders (the “2024 Annual Meeting”). The purpose of the 2024 Annual Meeting was for the Company’s stockholders to elect seven nominees to serve on the Company’s Board of Directors (the “Board”), as well as consider additional proposals. The Company and Focused Compounding each submitted proxies soliciting the Company’s stockholders to vote for their respective proposed director nominees. The nominees for director included six nominees proposed by the Company and four nominees proposed by Focused Compounding. At the 2024 Annual Meeting, the Company’s stockholders elected four nominees proposed by Focused Compounding and three nominees proposed by the Company.
On June 14, 2024, the Company announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company’s Board had appointed Geoffrey Gannon as the Company’s President. Mr. Gannon is also the Portfolio Manager at Focused Compounding.
We engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest. We received $567,157 of insurance proceeds under our directors and officers insurance related to this matter during First Quarter 2025. These proceeds were used to pay certain legal bills associated with the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
| 22 |
Reverse Forward Stock Split
At the annual shareholder meeting held on March 7, 2025, the stockholders voted to approve the amendments to the Company’s Articles of Incorporation to effect a 1 for 500 reverse stock split of the Company’s common stock followed immediately by an amendment to the Company’s Restated Articles of Incorporation to effect a 5 for 1 forward stock split of the Company’s Common Stock, herein referred to as the “Reverse Forward Stock Split”.
On April 1, 2025, the Board of Directors authorized the implementation of the Reverse Forward Stock Split.
On April 10, 2025, the Company filed a certificate of amendment to the Company’s Articles of Incorporation (“Charter”) with the Secretary of State of the State of Nevada to effect a 1-for-500 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share followed immediately by the filing of a certificate of amendment to the Charter with the Secretary of State of the State of Nevada to effect a 5-for-1 forward stock split of the Company Common Stock.
The immediate goal of the Reverse Forward Stock Split was to reduce excessive administrative costs associated with having a disproportionately large number of stockholders who owned relatively few shares.
Effective on April 30, 2025, at 5:00 p.m. Eastern Time, the Company effected a 1-for-500 reverse stock split of the shares of the Company’s common stock, followed immediately by a 5-for-1 forward stock split of the shares of the Company’s common stock at 5:01 p.m. Eastern Time herein referenced as the “Reverse Forward Stock Split”.
Prior to and on May 1, 2025, the Company’s common stock was traded on the OTC Pink market. Effective May 2, 2025, the Company’s common stock is traded on the OTCQX market. As a result of the Reverse Forward Stock Split, the Company’s common stock traded on a post-split basis under the symbol “PRKAD” for 20 trading days, including the effective date of April 30, 2025, after which it reverted to “PRKA.”
No fractional shares were issued in connection with the Reverse Forward Stock Split. Instead, the Company paid cash (without interest) to any stockholder who would be entitled to receive a fractional share as a result of the Reverse Forward Stock Split:
| (i) | Stockholders who held fewer than 500 shares immediately prior to the Reverse Stock Split were paid in cash (without interest) an amount equal to such number of shares of Company Common Stock held multiplied by the average of the closing sales prices of the Company Common Stock quoted on the OTC Pink market for the five consecutive trading days immediately preceding the Effective Date of the Reverse Stock Split; and | |
| (ii) | Any remaining stockholders who would have been entitled to receive fractions of a share as a result of the Reverse Forward Stock Split were paid in cash (without interest) an amount equal to such fractions multiplied by the average of the closing sales prices of the Company Common Stock quoted on the OTC Pink market for the five consecutive trading days immediately preceding the effective date of the Reverse Forward Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Forward Stock Split). |
Results of Operations
Fiscal Year. Our fiscal year end is on the Sunday closest to September 30 each year. The fiscal periods in this report are presented as follows, unless the context otherwise requires:
| Fiscal Year | Ended | Weeks | ||
| 2026 | September 27, 2026 | 52 | ||
| 2025 | September 28, 2025 | 52 |
| 23 |
The following table sets forth, for the periods indicated, selected income statement data.
| For the 13 weeks ended | For the 13 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | |||||||||||||||
| Dollar Amount | % of Total Revenue | Dollar Amount | % of Total Revenue | |||||||||||||
| Park revenue | $ | 2,245,902 | 97.8 | % | $ | 1,979,345 | 98.9 | % | ||||||||
| Sale of animals | 50,445 | 2.2 | % | 22,676 | 1.1 | % | ||||||||||
| Total revenue | 2,296,347 | 100.0 | % | 2,002,021 | 100.0 | % | ||||||||||
| Cost of sales (exclusive of depreciation and amortization) | 299,635 | 13.0 | % | 314,999 | 15.7 | % | ||||||||||
| Selling, general and administrative | 1,722,233 | 75.0 | % | 1,766,083 | 88.2 | % | ||||||||||
| Depreciation and amortization | 216,171 | 9.4 | % | 220,315 | 11.0 | % | ||||||||||
| Other operating (income), net | (1,008 | ) | 0.0 | % | — | 0.0 | % | |||||||||
| Income (loss) from operations | 59,316 | 2.6 | % | (299,376 | ) | -14.9 | % | |||||||||
| Other (income), net | (19,803 | ) | -0.9 | % | (25,323 | ) | -1.2 | % | ||||||||
| Interest expense | 45,859 | 2.0 | % | 54,709 | 2.7 | % | ||||||||||
| Income (loss) before income taxes | 33,260 | 1.5 | % | (328,762 | ) | -16.4 | % | |||||||||
| Income tax expense (benefit) | 3,715 | 0.2 | % | (81,000 | ) | -4.0 | % | |||||||||
| Net income (loss) | $ | 29,545 | 1.3 | % | $ | (247,762 | ) | -12.4 | % | |||||||
| For the 26 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | |||||||||||||||
| Dollar Amount | % of Total Revenue | Dollar Amount | % of Total Revenue | |||||||||||||
| Park revenue | $ | 4,320,312 | 98.4 | % | $ | 3,698,375 | 98.0 | % | ||||||||
| Sale of animals | 69,433 | 1.6 | % | 74,104 | 2.0 | % | ||||||||||
| Total revenue | 4,389,745 | 100.0 | % | 3,772,479 | 100.0 | % | ||||||||||
| Cost of sales (exclusive of depreciation and amortization) | 575,610 | 13.1 | % | 566,661 | 15.0 | % | ||||||||||
| Selling, general and administrative | 3,350,249 | 76.3 | % | 3,322,512 | 88.0 | % | ||||||||||
| Depreciation and amortization | 427,252 | 9.7 | % | 428,863 | 11.4 | % | ||||||||||
| Contested proxy and related matters, net | — | 0.0 | % | (567,157 | ) | -15.0 | % | |||||||||
| Other operating (income), net | (3,799 | ) | -0.1 | % | (52 | ) | 0.0 | % | ||||||||
| Income from operations | 40,433 | 1.0 | % | 21,652 | 0.6 | % | ||||||||||
| Other (income), net | (41,877 | ) | -1.0 | % | (38,705 | ) | -1.0 | % | ||||||||
| Interest expense | 94,611 | 2.2 | % | 112,178 | 3.0 | % | ||||||||||
| Loss before income taxes | (12,301 | ) | -0.2 | % | (51,821 | ) | -1.4 | % | ||||||||
| Income tax (benefit) expense | (5,785 | ) | -0.1 | % | 2,900 | 0.1 | % | |||||||||
| Net loss | $ | (6,516 | ) | -0.1 | % | $ | (54,721 | ) | -1.5 | % | ||||||
| 24 |
Discussion and Analysis
Consolidated and Segment Results of Operations for Second Quarter 2026 as Compared to Second Quarter 2025
We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our President, as CODM, for review and as a basis for decision making. The primary performance measures used by the CODM to allocate resources is segment income/(loss), defined as park earnings before interest, tax, depreciation and amortization, and free cash flow. We use segment income/(loss) and free cash flow as a measure of profitability to gauge segment performance because we believe these measures are the most indicative of performance trends and overall earnings potential of each segment.
In January 2026 we completed a strategic switch to a new ticketing platform provider which we believe improves guest experience while also providing improved functionality and reporting for our park customer service teams. This change had a net neutral impact on our profitability. With this change in January 2026 we started to directly upcharge and collect from customers a transaction processing fee that is included in total Park revenue and included in Other revenue driven costs. Prior to January 2026 we did not directly upcharge for the customer transaction processing fees and therefore the customer transaction processing fees were excluded from total Park revenue and Other revenue driven costs. We did present pro-forma Park revenue excluding transaction processing fees collected from customers for Second Quarter 2026 for comparison to Second Quarter 2025 and for Year-to-Date 2026 compared to Year-to-Date 2025.
The following table shows our consolidated and segment operating results for the 13 weeks ended March 29, 2026 and March 30, 2025:
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||||||||||||||||||
For the 13 weeks ended | For the 13 weeks ended | For the 13 weeks ended | For the 13 weeks ended | |||||||||||||||||||||||||||||
March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||||||||||||||
| Total revenue | $ | 1,142,532 | $ | 1,046,387 | $ | 472,678 | $ | 374,328 | $ | 681,137 | $ | 581,306 | $ | 2,296,347 | $ | 2,002,021 | ||||||||||||||||
| Less significant expense categories: (1) | ||||||||||||||||||||||||||||||||
| Cost of animal food, merchandise and food | 143,708 | 185,739 | 51,119 | 39,826 | 104,808 | 89,434 | 299,635 | 314,999 | ||||||||||||||||||||||||
| Other revenue driven costs (2) | 29,037 | 21,242 | 16,599 | 7,747 | 20,857 | 12,557 | 66,493 | 41,546 | ||||||||||||||||||||||||
| Personnel costs (3) | 344,018 | 314,525 | 205,964 | 161,295 | 157,568 | 190,049 | 707,550 | 665,869 | ||||||||||||||||||||||||
| Advertising and marketing | 90,727 | 85,786 | 63,875 | 53,921 | 84,235 | 95,572 | 238,837 | 235,279 | ||||||||||||||||||||||||
| Other segment expenses (4) | 279,996 | 290,553 | 104,089 | 104,733 | 105,423 | 126,621 | 489,508 | 521,907 | ||||||||||||||||||||||||
| Segment income | 255,046 | 148,542 | 31,032 | 6,806 | 208,246 | 67,073 | 494,324 | 222,421 | ||||||||||||||||||||||||
| Segment operating margin % | 22.3 | % | 14.2 | % | 6.6 | % | 1.8 | % | 30.6 | % | 11.5 | % | 21.5 | % | 11.1 | % | ||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Unallocated corporate expenses (5) | 219,845 | 301,482 | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 216,171 | 220,315 | ||||||||||||||||||||||||||||||
| Other operating (income), net | (1,008 | ) | — | |||||||||||||||||||||||||||||
| Other (income), net | (19,803 | ) | (25,323 | ) | ||||||||||||||||||||||||||||
| Interest expense | 45,859 | 54,709 | ||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 33,260 | $ | (328,762 | ) | |||||||||||||||||||||||||||
(1) The significant expense categories and amounts align with the segment -level information that is regularly provided to the CODM.
(2) Other revenue driven costs include credit card fees and other revenue processing costs driven by sales volume.
(3) Personnel costs include fixed and variable wages, benefits and employer taxes.
(4) Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance expenses, insurance, utilities, outside services, operating supplies and other miscellaneous expenses.
(5) Unallocated corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer software and services, professional fees and public company related expenses.
The following table shows our consolidated and segment Park revenue for the 13 weeks ended March 29, 2026 and March 30, 2025, respectively, along with proforma Park revenue for the 13 weeks ended March 29, 2026:
| For the 13 weeks ended | ||||||||||||
| March 29, 2026 | Proforma | March 30, 2025 | ||||||||||
| Georgia | $ | 1,102,537 | $ | 1,091,552 | $ | 1,039,131 | ||||||
| Missouri | 462,228 | 454,688 | 361,078 | |||||||||
| Texas | 681,137 | 673,583 | 579,136 | |||||||||
| Total Park revenue | $ | 2,245,902 | $ | 2,219,823 | $ | 1,979,345 | ||||||
| 25 |
Results of Operations
Second Quarter 2026 compared with Second Quarter 2025
Total Revenue and Park Revenue
Total revenue was $2.30 million in Second Quarter 2026, an increase of $294,326 or 14.7%, compared to $2.00 million during Second Quarter 2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our total revenue was $2.27 million in Second Quarter 2026, an increase of $268,247 or 13.4% compared to $2.00 million during Second Quarter 2025.
Park revenue was $2.25 million in Second Quarter 2026, an increase of $266,557 or 13.5%, compared to $1.98 million during Second Quarter 2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our Park revenue was $2.22 million in Second Quarter 2026, an increase of $240,478 or 12.1% compared to $1.98 million during Second Quarter 2025.
Animal sales were $50,445 in Second Quarter 2026, an increase of $27,769 compared to $22,676 during Second Quarter 2025. The increase is driven by the timing of animal sales at our Georgia Park year-over-year.
Georgia Park revenue was $1.10 million in Second Quarter 2026, an increase of $63,406 or 6.1% compared to $1.04 million during Second Quarter 2025. The increase was primarily driven by the increase in attendance year-over-year. In addition, in-park guest spending on animal encounters increased due to concerted effort by management to allocate more resources to offer additional animal encounters to the guests, as well as an increase in food service and gift shop revenue due to higher attendance. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Georgia Park revenue, our Park revenue was $1.09 million in Second Quarter 2026, an increase of $52,421 or 5.0% compared to $1.04 million during Second Quarter 2025.
Missouri Park revenue was $462,228 in Second Quarter 2026, an increase of $101,150 or 28.0% compared to $361,078 during Second Quarter 2025. The increase was primarily driven by higher attendance due to more favorable weather conditions over the winter months compared to the prior year. In addition, in-park guest spending on animal encounters increased primarily due to the addition and success of the capybara encounter offering, as well as the completion of the new animal encounter building to complement the guest experience for animal encounters. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Missouri Park revenue, our Park revenue was $454,688 in Second Quarter 2026, an increase of $93,610 or 25.9% compared to $361,078 during Second Quarter 2025.
Texas Park revenue was $681,137 in Second Quarter 2026, an increase of $102,001 or 17.6% compared to $579,136 during Second Quarter 2025. While overall attendance was down in Second Quarter 2026 compared to Second Quarter 2025, admission revenue increased due to increased admission ticket prices. In addition, in-park guest spending on animal food and animal encounters increased primarily because certain admission packages included animal food and animal encounters in the price of the admission during Second Quarter 2025. In addition, we were able to provide guests with more animal encounter offerings and availability due to additional staffing. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Texas Park revenue, our Park revenue was $673,583 in Second Quarter 2026, an increase of $94,447 or 16.3% compared to $579,136 during Second Quarter 2025.
Attendance
Georgia Park attendance increased approximately 7.9% during Second Quarter 2026 compared to Second Quarter 2025. This was primarily driven by more favorable weather conditions compared to Second Quarter 2025. In Second Quarter 2025 we experienced adverse weather conditions and a two-day power outage that required the park to be closed as well as rainy and colder than average weather temperature that negatively impacted attendance.
Missouri Park attendance increased by approximately 9.8% during Second Quarter 2026 compared to Second Quarter 2025 primarily driven by more favorable weather conditions during the winter months compared to Second Quarter 2025. In Second Quarter 2025 we experienced adverse weather conditions and snow that required the park to be closed for one week and closed for other consecutive days due to rainy and colder than average weather temperatures.
Texas Park attendance decreased approximately 23.0% in Second Quarter 2026 compared to Second Quarter 2025 primarily due to rainy weather the first two days of Spring Break resulting in lower attendance compared to Second Quarter 2025. In Second Quarter 2025 we experienced a significant increase in attendance during Spring Break due to the positive response to new marketing strategies. In addition, our Texas Park was closed on Tuesdays and Wednesdays for all weeks, except Spring Break week, during Second Quarter 2026 compared to being open seven days a week during Second Quarter 2025.
| 26 |
Significant Expenses
Cost of animal food, merchandise and food
Consolidated cost of animal food, merchandise and food was $299,635 in Second Quarter 2026, a decrease of $15,364 or 4.9% compared to $314,999 during Second Quarter 2025. The decrease was primarily attributed to the Georgia Park decrease in resale and non-sale animal food cost of sales due to an inventory adjustment in Second Quarter 2025.
Other revenue driven costs
Consolidated other revenue driven costs were $66,493 in Second Quarter 2026, an increase of $24,947 or 60.0% compared to $41,546 during Second Quarter 2025 primarily driven by the additional expense related to the transaction processing fees paid to the new ticketing platform provider that was excluded in Second Quarter 2025. On a pro forma basis, excluding the transaction processing fees paid to the new ticketing platform provider, consolidated other revenue driven costs were $40,965 in Second Quarter 2026, a decrease of $581 or 1.4% compared to $41,546 during Second Quarter 2025. Other revenue driven costs during Second Quarter 2026 include a cost-plus fee adjustment credit from our payment processor, in the amount of $7,545, provided to us through our contractual relationship with our new ticketing platform provider.
Personnel costs
Consolidated personnel costs were $707,550 in Second Quarter 2026, an increase of $41,681 or 6.3% compared to $665,869 during Second Quarter 2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional education and zookeeper personnel compared to Second Quarter 2025. This was offset by a decrease in personnel costs at our Texas Park due to the park being closed to the public two days a week in Second Quarter 2026 compared to being open seven days a week during Second Quarter 2025. In addition, an internal graphic designer and event planner were hired during Fourth Quarter 2025 and a social media content and animal educator hired later in Second Quarter 2026 for the benefit of all three parks.
Advertising and marketing
Consolidated advertising and marketing expenses were $238,837 in Second Quarter 2026, an increase of $3,558 or 1.5% compared to $235,279 during Second Quarter 2025. The Company switched its advertising agency in First Quarter 2025. The new advertising agency recommended a different mix of advertising and marketing strategies that included increased social media and digital marketing spending.
Other segment expenses
Consolidated other segment expenses were $489,508 in Second Quarter 2026, a decrease of $32,399 or 6.2% compared to $521,907 during Second Quarter 2025. The decrease was primarily driven by lower insurance expenses at all three parks and a decrease at our Texas Park due to lower veterinary costs and animal expenses, primarily due to an animal insurance policy purchased for a limited term period for the transportation of a giraffe.
Segment Income
Consolidated segment income was $494,324 in Second Quarter 2026, an increase of $271,903 from $222,421 during Second Quarter 2025.
Georgia Park segment income was $255,046 in Second Quarter 2026, an increase of $106,504 or 71.7% from $148,542 during Second Quarter 2025. The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters. In addition, higher attendance generated increased gross margin from in-park guest spending on animal food, gift shop and food service. These increases in Park revenue more than offset the changes in significant segment expenses, primarily higher personnel costs, higher advertising and marketing costs and higher other revenue driven costs, due to the transaction processing fee paid to the new ticketing platform provider, compared to Second Quarter 2025.
Missouri Park segment income was $31,032 in Second Quarter 2026, an increase of $24,226 from $6,806 during Second Quarter 2025. The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters offset by higher personnel costs, higher advertising and marketing and higher other revenue driven costs due to the transaction processing fee paid to the new ticketing platform provider compared to Second Quarter 2025.
Texas Park segment income was $208,246 in Second Quarter 2026, an increase of $141,173 from $67,073 during Second Quarter 2025. The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters as well as increased gross margin from higher in-park guest spending on animal food and changes in significant segment expenses, primarily lower personnel costs, lower advertising and marketing costs and lower travel related costs and higher other revenue driven costs, due to the transaction processing fee paid to the new ticketing platform provider, compared to Second Quarter 2025.
Corporate Expenses
Corporate expenses were $219,845 in Second Quarter 2026, a decrease of $81,637 from $301,482 during Second Quarter 2025 primarily driven by lower professional fees, due to timing of accruals, lower insurance expense and lower personnel costs compared to Second Quarter 2025.
Depreciation and Amortization Expense
Depreciation and amortization expense was $216,171 in Second Quarter 2026, a decrease of $4,144 compared to $220,315 during Second Quarter 2025. The decrease was driven by lower depreciation expense for our Texas Park and Missouri Park due to assets becoming fully depreciated offset by higher depreciation expense at the Georgia Park related to the new restroom facility placed in service during Second Quarter 2025.
| 27 |
Other Operating (Income), net
Other operating income, net was $1,008 in Second Quarter 2026 compared to none in Second Quarter 2025. The increase was due to net gain on disposals of property and equipment during Second Quarter 2026.
Other Income, net
Other income, net was $19,803 in Second Quarter 2026, a decrease of $5,520 from $25,323 during Second Quarter 2025. The decrease was primarily driven by interest income received on a federal income tax refund during Second Quarter 2025.
Interest Expense
Interest expense was $45,859 in Second Quarter 2026, a decrease of $8,850 from $54,709 during Second Quarter 2025. The decrease was primarily driven by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to Second Quarter 2025 and a decrease in the 2021 Term Loan interest due to lower principal balances.
Income Taxes
We recorded income tax expense for Second Quarter 2026 of $3,715 which resulted in an effective tax rate of 11.2% compared to income benefit of $81,000 for Second Quarter 2025 which resulted in an effective tax rate of 24.6%. The overall effective tax rate varies from the U.S. federal statutory rate of 21.0% primarily due to Georgia state taxes.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2026 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact on our Consolidated Financial Statements (Unaudited).
Net Income (Loss) and Earnings (Loss) per share
As a result of the above factors, Net income was $29,545 and basic and diluted earnings per share of $0.04 in Second Quarter 2026 compared with Net loss of $247,762 and basic and diluted loss per share of $0.33 in Second Quarter 2025.
The following table shows our consolidated and segment operating results for the 26 weeks ended March 29, 2026 and March 30, 2025:
| Georgia Park | Missouri Park | Texas Park | Consolidated | |||||||||||||||||||||||||||||
| For the 26 weeks ended | For the 26 weeks ended | For the 26 weeks ended | For the 26 weeks ended | |||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||||||||||||||
| Total revenue | $ | 2,325,161 | $ | 2,157,105 | $ | 830,229 | $ | 664,089 | $ | 1,234,355 | $ | 951,285 | $ | 4,389,745 | $ | 3,772,479 | ||||||||||||||||
| Less significant expense categories: (1) | ||||||||||||||||||||||||||||||||
| Cost of animal food, merchandise and food | 299,802 | 316,982 | 91,199 | 84,033 | 184,609 | 165,646 | 575,610 | 566,661 | ||||||||||||||||||||||||
| Other revenue driven costs (2) | 52,382 | 42,246 | 23,815 | 12,910 | 32,445 | 19,413 | 108,642 | 74,569 | ||||||||||||||||||||||||
| Personnel costs (3) | 686,458 | 619,554 | 389,673 | 328,021 | 304,716 | 358,772 | 1,380,847 | 1,306,347 | ||||||||||||||||||||||||
| Advertising and marketing | 182,574 | 126,235 | 128,485 | 86,023 | 170,728 | 146,917 | 481,787 | 359,175 | ||||||||||||||||||||||||
| Other segment expenses (4) | 537,046 | 569,600 | 199,347 | 195,524 | 204,415 | 245,463 | 940,808 | 1,010,587 | ||||||||||||||||||||||||
| Segment income (loss) | 566,899 | 482,488 | (2,290 | ) | (42,422 | ) | 337,442 | 15,074 | 902,051 | 455,140 | ||||||||||||||||||||||
| Segment operating margin (loss) % | 24.4 | % | 22.4 | % | -0.3 | % | -6.4 | % | 27.3 | % | 1.6 | % | 20.5 | % | 12.1 | % | ||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Unallocated corporate expenses (5) | 438,165 | 571,834 | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 427,252 | 428,863 | ||||||||||||||||||||||||||||||
| Other operating (income), net | (3,799 | ) | (52 | ) | ||||||||||||||||||||||||||||
| Contested proxy and related matters, net | — | (567,157 | ) | |||||||||||||||||||||||||||||
| Other (income), net | (41,877 | ) | (38,705 | ) | ||||||||||||||||||||||||||||
| Interest expense | 94,611 | 112,178 | ||||||||||||||||||||||||||||||
| Loss before income taxes | $ | (12,301 | ) | $ | (51,821 | ) | ||||||||||||||||||||||||||
(1) The significant expense categories and amounts align with the segment -level information that is regularly provided to the CODM.
(2) Other revenue driven costs include credit card fees and other revenue processing costs driven by sales volume.
(3) Personnel costs include fixed and variable wages, benefits and employer taxes.
(4) Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance expenses, insurance, utilities, outside services, operating supplies and other miscellaneous expenses.
(5) Unallocated corporate expenses include corporate personnel costs, director fees and compensation, directors and officers insurance, computer software and services, professional fees and public company related expenses.
The following table shows our consolidated and segment Park revenue for 26 weeks ended March 29, 2026 and March 30, 2025, respectively, along with proforma Park revenue for the 26 weeks ended March 29, 2026:
| For the 26 weeks ended | ||||||||||||
| March 29, 2026 | Proforma | March 30, 2025 | ||||||||||
| Georgia | $ | 2,273,686 | $ | 2,262,701 | $ | 2,122,050 | ||||||
| Missouri | 819,379 | 811,839 | 636,810 | |||||||||
| Texas | 1,227,247 | 1,219,693 | 939,515 | |||||||||
| Total Park revenue | $ | 4,320,312 | $ | 4,294,233 | $ | 3,698,375 | ||||||
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Year-to-Date 2026 compared with Year-to-Date 2025
Total Revenue and Park Revenue
Our total revenue was $4.39 million for Year-to-Date 2026, an increase of $617,266 or 16.4%, compared to $3.77 million during Year-to-Date 2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our total revenue was $4.36 million for Year-to-Date 2026, an increase of $591,187 or 15.7% compared to $3.77 million during Year-to-Date 2025.
Our total Park revenue was $4.32 million for Year-to-Date 2026, an increase of $621,937 or 16.8%, compared to $3.70 million during Year-to-Date 2025. On a pro-forma basis, adjusting for the change to exclude transaction processing fees collected from customers in Park revenue, our Park revenue was $4.29 million for Year-to-Date 2026, an increase of $595,858 or 16.1% compared to $3.70 million during Year-to-Date 2025.
Animal sales were $69,433 for Year-to-Date 2026, a decrease of $4,671 compared to $74,104 for Year-to-Date 2025 primarily driven by a decrease in animal sales at our Texas Park due to timing of animal sales.
Georgia Park revenue was $2.27 million for Year-to-Date 2026, an increase of $151,636 or 7.1% compared to $2.12 million during Year-to-Date 2025. The increase was primarily driven by the increase in attendance year-over-year primarily due to more favorable weather conditions, especially during the weeks of Thanksgiving and Christmas in First Quarter 2026 compared to the prior year. In addition, in-park guest spending on animal encounters increased due to concerted effort by management to allocate more resources to offer additional animal encounters to the guests, as well as an increase in food service and gift shop revenue due to the higher attendance. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Georgia Park revenue, our Park revenue was $2.26 million for Year-to-Date 2026, an increase of $140,651 or 6.6% compared to $2.12 million during Year-to-Date 2025.
Missouri Park revenue was $819,379 for Year-to-Date 2026, an increase of $182,569 or 28.7% compared to $636,810 during Year-to-Date 2025. The increase was primarily driven by higher attendance due to more favorable weather conditions over the winter months and especially during the week of Christmas in First Quarter 2026 compared to the prior year. In addition, in-park guest spending on animal encounters increased primarily due to the addition and success of the capybara encounter offering not offered in the prior year, as well as the completion of the new animal encounter building to complement the guest experience for animal encounters. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Missouri Park revenue, our Park revenue was $811,839 for Year-to-Date 2026, an increase of $175,029 or 27.5% compared to $636,810 during Year-to-Date 2025.
Texas Park revenue was $1.23 million for Year-to-Date 2026, an increase of $287,732 or 30.6% compared to $0.94 million during Year-to-Date 2025. The increase in revenue was driven by higher admission ticket prices year-over-year and an increase in in-park guest spending primarily on animal encounters and animal food because during Year-to-Date 2025 certain admission packages included animal food and animal encounters in the admission pricing. On a pro-forma basis, adjusting for the change to exclude customer transaction processing fees in Texas Park revenue, our Park revenue was $1.22 million for Year-to-Date 2026, an increase of $280,178 or 29.8% compared to $0.94 million during Year-to-Date 2025.
Attendance
Georgia Park attendance increased approximately 3.7% during Year-to-Date 2026 compared to Year-to-Date 2025.
Missouri Park attendance increased by approximately 15.0% during Year-to-Date 2026 compared to Year-to-Date 2025 primarily driven by more favorable weather conditions during the winter months, especially during the first week of Christmas compared to Year-to-Date 2025.
Texas Park provided customers with free admissions promotions on certain days during the Year-to-Date 2025 and we do not believe attendance is comparable to the prior year.
Significant Expenses
Cost of animal food, merchandise and food
Consolidated cost of animal food, merchandise and food was $575,610 for Year-to-Date 2026, an increase of $8,949 or 1.6% compared to $566,661 during Year-to-Date 2025. The increase was primarily attributed to the Georgia Park increase in food service cost of sales due to the increase in food service revenue.
Other revenue driven costs
Consolidated other revenue driven costs were $108,642 for Year-to-Date 2026, an increase of $34,073 or 45.7% compared to $74,569 during Year-to-Date 2025. The increase was driven by an increase in Park revenue, as well as the additional expense related to the transaction processing fees paid to the new ticketing platform provider that was excluded in Year-to-Date 2025. On a pro forma basis, excluding the transaction processing fees paid to the new ticketing platform provider, consolidated other revenue driven costs were $83,114 for Year-to-Date 2026, an increase of $8,545 or 11.5% compared to $74,569 during Year-to-Date 2025. Other revenue driven costs during Year-to-Date 2026 include a cost-plus fee adjustment credit from our payment processor, in the amount of $7,545, provided to us during Year-to-Date 2026 through our contractual relationship with our new ticketing platform provider.
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Personnel costs
Consolidated personnel costs were $1.38 million for Year-to-Date 2026, an increase of $74,500 or 5.7% compared to $1.31 million during Year-to-Date 2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional education and zookeeper personnel compared to Year-to-Date 2025 offset by a decrease in personnel costs at the Texas Park due to the park being closed to the public two days a week Year-to-Date 2026 compared to being open seven days a week during Year-to-Date 2025. In addition, an internal graphic designer and event planner were hired during Fourth Quarter 2025 and a social media content and animal educator hired later in Second Quarter 2026 for the benefit of all three parks.
Advertising and marketing
Consolidated advertising and marketing expenses were $481,787 for Year-to-Date 2026, an increase of 122,612 or 34.1% compared to $359,175 during Year-to-Date 2025. The Company switched its advertising agency in First Quarter 2025. The new advertising agency recommended a different mix of advertising and marketing strategies that included increased social media and digital marketing spending in Year-to-Date 2026 compared to Year-to-Date 2025.
Other segment expenses
Consolidated other segment expenses were $0.94 million for Year-to-Date 2026, a decrease of $69,779 or 6.9% compared to $1.01 million during Year-to-Date 2025. The decrease was primarily driven by lower insurance and outside services for all three parks, as well as lower park maintenance expenses, due to the one-time demolition costs of an unoccupied house on the Georgia Park grounds in Year-to-Date 2025. In addition, the Texas Park had lower operating expenses, primarily lower travel related costs, veterinary costs and animal expenses, primarily due to an animal insurance policy purchased for a limited term period for the transportation of a giraffe compared to Year-to-Date 2025.
Segment Income
Our consolidated segment income was $902,051 for Year-to-Date 2026, an increase of $446,911 from $455,140 during Year-to-Date 2025.
Our Georgia Park segment income was $566,899 for Year-to-Date 2026, an increase of $84,411 from $482,488 during Year-to-Date 2025. The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters, as well as increased gross margin from higher in-park guest spending on animal food, gift shop and food service. These increases in Park revenue more than offset the changes in significant segment expenses, primarily higher personnel and benefit costs, higher advertising and marketing costs, higher other revenue driven costs, due to the inclusion of the transaction processing fee paid to the new ticketing platform provider, and lower insurance expense and lower park maintenance expense, primarily due to one-time demolition costs of an unoccupied house at the Georgia Park in First Quarter 2025, compared to Year-to-Date 2025.
Our Missouri Park segment loss was $2,290 for Year-to-Date 2026, a decrease of $40,132, from segment loss of $42,422 during Year-to-Date 2025. The increase in admission revenue and in-park guest spending, primarily on animal encounters, was more than the increase in personnel costs, advertising and marketing costs and other revenue driven costs, due to the inclusion of the transaction processing fee paid to the new ticketing platform provider, offset by lower insurance expense compared to Year-to-Date 2025.
Our Texas Park segment income was $337,442 for Year-to-Date 2026, an increase of $322,368, from $15,074 during Year-to-Date 2025. The increase was primarily driven by an increase in admission revenue and in-park guest spending on animal encounters and increased gross margin from in-park guest spending on animal food and changes in significant segment expenses, primarily lower personnel costs, lower insurance and travel related costs and an increase in advertising and marketing costs and higher other revenue driven costs, due to the inclusion of the transaction processing fee paid to the new ticketing platform provider, compared to Year-to-Date 2025 as well as higher animal expenses, primarily due to an animal insurance policy purchased for a limited policy period for the transportation of a giraffe during Year-to-Date 2025.
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Corporate Expenses
Corporate expenses were $438,165 for Year-to-Date 2026, a decrease of $133,669 compared to $571,834 during Year-to-Date 2025. The decrease was driven by lower professional fees, due to timing of accruals, lower insurance expense, director fee compensation expense and lower personnel costs compared to Year-to-Date 2025.
Depreciation and Amortization Expense
Depreciation and amortization expense was $427,252 for Year-to-Date 2026, a decrease of $1,611 from $428,863 during Year-to-Date 2025. The decrease was driven by lower depreciation expense for our Texas Park and Missouri Park due to assets becoming fully depreciated offset by higher depreciation expense at the Georgia Park related to the new restroom facility placed in service during Second Quarter 2025.
Contested Proxy and Related Matters, net
Contested proxy and related matters, net was none Year-to-Date 2026 compared to a credit of $567,157 during Year-to-Date 2025. The credit in Year-to-Date 2025 was from the receipt of insurance proceeds in First Quarter 2025 from our directors and officers insurance policy associated with the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.
Other Operating (Income), net
Other operating income, net was $3,799 in Year-to-Date 2026, an increase of $3,747 compared to $52 during Year-to-Date 2025. The increase was due to higher net gain on disposals of property and equipment during Year-to-Date 2026 compared to Year-to-Date 2025.
Other (Income), net
Other income, net was $41,877 for Year-to-Date 2026, an increase of $3,172 from $38,705 during Year-to-Date 2025. The increase is primarily driven by higher other income, net, at the Texas Park Year-to-Date 2026 due to one-time non-operating expense included Year-to-Date 2025. This increase was offset by lower interest income primarily due to interest income received on a federal income tax refund in Year-to-Date 2025 as well as lower interest income due to lower interest rates and average money market balances compared to Year-to-Date 2025.
Interest Expense
Interest expense was $94,611 for Year-to-Date 2026, a decrease of $17,567 from $112,178 during Year-to-Date 2025. The decrease was primarily driven by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to Year-to-Date 2025 and a decrease in the 2021 Term Loan interest due to lower principal balances.
Income Taxes
We recorded income tax benefit for Year-to-Date 2026 of $5,785 which resulted in an effective tax rate of 47.0% compared to income tax expense of $2,900 for Year-to-Date 2025 which resulted in an effective tax rate of (5.60%). The overall effective tax rate varies from the U.S. federal statutory rate of 21.0% primarily due to Georgia state taxes.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company’s financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2026 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company’s income tax expense and deferred tax assets; however, it is not expected to have a material impact on our Consolidated Financial Statements (Unaudited).
Net Loss and Loss Per Share
As a result of the above factors, Net loss was $6,516 and basic and diluted loss per share of $0.01 in Year-to-Date 2026 compared with Net loss of $54,721 and basic and diluted loss per share of $0.07 in Year-to-Date 2025.
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Use of Non-GAAP Financial Measures
In addition to our net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the following non-GAAP measures: Adjusted net income (loss) and Adjusted EBITDA.
We believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed excluding the effects of significant non-recurring and non-operational items. We believe the use of the non-GAAP financial measures facilitates comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s own methods for evaluating business performance.
The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as these measures may exclude a number of important cash and non-cash recurring items.
Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. While adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors. Other significant non-recurring and non-operational items, while periodically affecting our results, may vary significantly from period to period and have disproportionate effects in a given period, which affects comparability of results and are described below:
| ● | Contested proxy and related matters, net – directors and officers insurance proceeds for the 26 weeks ended March 30, 2025. |
The following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net income (loss) and Adjusted diluted net income (loss) per share:
Unaudited
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Net income (loss) | $ | 29,545 | $ | (247,762 | ) | $ | (6,516 | ) | $ | (54,721 | ) | |||||
| Contested proxy and related matters, net | — | — | — | (567,157 | ) | |||||||||||
| Tax impact (1) | — | — | — | 153,150 | ||||||||||||
| Adjusted net income (loss) | $ | 29,545 | $ | (247,762 | ) | $ | (6,516 | ) | $ | (468,728 | ) | |||||
| Adjusted diluted net earnings (loss) per share | $ | 0.04 | $ | (0.33 | ) | $ | (0.01 | ) | $ | (0.62 | ) | |||||
| Diluted weighted average common shares outstanding | 752,621 | 757,270 | 752,849 | 757,270 | ||||||||||||
| (1) | The tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates. |
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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 proxy and related matters, net – directors and officers insurance proceeds for the 26 weeks ended March 30, 2025. | |
| ● | Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 and 26 weeks ended March 29, 2026 and March 30, 2025. |
The following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to Adjusted EBITDA:
Unaudited
| For the 13 weeks ended | For the 26 weeks ended | |||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||
| Net income (loss) | $ | 29,545 | $ | (247,762 | ) | $ | (6,516 | ) | $ | (54,721 | ) | |||||
| Income tax expense (benefit) | 3,715 | (81,000 | ) | (5,785 | ) | 2,900 | ||||||||||
| Interest expense | 45,859 | 54,709 | 94,611 | 112,178 | ||||||||||||
| Depreciation and amortization | 216,171 | 220,315 | 427,252 | 428,863 | ||||||||||||
| Contested proxy and related matters, net | — | — | — | (567,157 | ) | |||||||||||
| Gain on disposal of property and equipment, net | (1,008 | ) | — | (3,799 | ) | (52 | ) | |||||||||
| Adjusted EBITDA | $ | 294,282 | $ | (53,738 | ) | $ | 505,763 | $ | (77,989 | ) | ||||||
Financial Condition, Liquidity and Capital Resources
Financial Condition and Liquidity
Our primary sources of liquidity are cash generated by operations and borrowings under our loan agreements. Historically, our slow season starts after Labor Day in September and runs until Spring Break, which typically begins toward the middle to end of March. The first and second quarters of our fiscal year have historically generated negative cash flow, requiring us to use cash generated from prior fiscal years, as well as borrowing on a seasonal basis, to fund operations and prepare our parks for the busy season during the third and fourth quarters of our fiscal year.
Our working capital was $3.01 million as of March 29, 2026, compared to $3.28 million as of September 28, 2025. The decrease in working capital primarily reflects a reduction in cash used for the payments of other current liabilities, primarily bonuses, accrued professional fees and property taxes, as well as cash used for capital expenditures and scheduled term loan payments.
Total long-term debt, including current maturities, as of March 29, 2026 was $2.99 million compared to $3.19 million as of September 28, 2025. The decrease in total long-term debt is primarily the result of scheduled term loan principal payments paid during Year-to-Date 2026.
As of March 29, 2026, we had stockholders’ equity of $15.22 million and total loan debt of $2.99 million, resulting in a debt-to-equity ratio of 0.20 to 1.0, compared to stockholders’ equity of $15.27 million and total loan debt of $3.19 million resulting in a debt-to-equity ratio of 0.21 to 1.0 as of September 28, 2025.
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Operating Activities
Net cash provided by operating activities was $263,506 during Year-to-Date 2026, compared to net cash used in operating activities of $162,671 resulting in an increase in cash provided by operating activities of $426,177 during Year-to-Date 2025. The decrease in net loss was offset by higher cash provided due to the year-over-year changes in working capital, primarily accounts payable, as directors and officers insurance proceeds received in First Quarter 2025 were used to pay down accounts payable associated with the contested proxy and related matters.
Investing Activities
Net cash used in investing activities was $424,936 during Year-to-Date 2026, compared to $223,943 during Year-to-Date 2025 resulting in a net increase of $200,993. Our investing activity during Year-to-Date 2026 included capital spending of $431,833. Our investing activity during Year-to-Date 2025 included cash provided of $838,442 from the maturity of short-term investments in certificates of deposit. Our capital spending for Year-to-Date 2025 was $1.1 million. The decrease in capital spending in Year-to-Date 2026 is primarily attributed to the higher capital spending at the Georgia Park during First Quarter 2025 primarily related to the new restroom facility.
Financing Activities
Net cash used in financing activities was $238,027 during Year-to-Date 2026, compared to $129,129 during Year-to-Date 2025 resulting in an increase of $108,898. During Year-to-Date 2026 our financing activity was scheduled term loan principal payments of $198,327 and purchases of treasury stock of $39,700. During Year-to-Date 2025, the 2020 Term Loan was refinanced with the 2025 Term Loan during First Quarter 2025 resulting in net cash provided of $110,456 offset by payments of $239,585 for scheduled term loan principal payments and term loan refinancing fees.
Borrowing Agreements
On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction of the 2025 Term Loan with Cendera Bank N.A. The 2025 Term Loan provided an original principal amount of $2.5 million, the proceeds of which were used to repay all the indebtedness under the 2020 Term Loan, and bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%. The initial interest rate was 7.50%. As of March 29, 2026, the effective interest rate was at 6.25%. The 2025 Term Loan has a term of 10 years, with a 15-year amortization, and a balloon payment of the outstanding principal balance due September 30, 2034. The initial monthly loan payment was $23,200 and has been reduced with the decrease in the effective interest rate to $21,619 as of March 29, 2026. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan. The outstanding balance of the 2025 Term Loan was $2.36 and $2.41 million as of March 29, 2026 and September 28, 2025, respectively.
The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, L.P., with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, L.P., and each serve on the Board of the Company, and Mr. Gannon serves as the Company’s President. Focused Compounding did not receive a fee or any other benefit in connection with establishing the above-described cash collateral reserve. See Note 4, Long-term Debt to the Consolidated Financial Statements (Unaudited).
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital expenditures.
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Critical Accounting Policies and Estimates
The preceding discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Quarterly Report. Our significant accounting policies are set forth in Note 2, Significant Accounting Policies, which should be reviewed as they are integral to understanding results of operations and financial position. The Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 28, 2025 includes additional information about us, and our operations, financial condition, critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report.
Recent Accounting Pronouncements
See Part I, Item 1, Note 2, Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted for information regarding recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
Parks! America, Inc. (the “Registrant”) maintains “controls and procedures,” as such term is defined under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) in Rule 13a-15(f) promulgated thereunder, that are designed to ensure that information required to be disclosed in the Registrant’s Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Registrant’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, the Registrant’s management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
With the participation of its principal executive officer and principal financial officer of the Registrant, the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the fiscal quarter covered by this Quarterly Report. Based upon the evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures were effective at a reasonable assurance level.
In addition, there were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended March 29, 2026 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings, nor are any of our properties the subject of a pending legal proceeding that is not in the ordinary course of business or otherwise material to the financial condition of its business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 1A. RISK FACTORS
You should read the MD&A together with our unaudited consolidated financial statements and related notes, each included elsewhere in this Quarterly Report, in conjunction with the Parks! America, Inc. Annual Report on Form 10-K for the fiscal year ended September 28, 2025 filed with the SEC on December 12, 2025. Some of the information contained in the MD&A or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties.
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2025 filed with the SEC on December 12, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table presents a month-to-month summary of information with respect to purchases of common stock made during Second Quarter 2026 pursuant to the 2025 Share Repurchase Program announced on December 17, 2025:
| Period | Total Number of Shares Purchased (1) | Average Price per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | Maximum Number of Shares that May Yet be Purchased Under the Plans or Program (3) | ||||||||||||
| December 29, 2025 - January 25, 2026 | 1,000 | $ | 39.70 | 1,000 | 74,000 | |||||||||||
| January 26, 2026 - February 22, 2026 | — | $ | — | — | 74,000 | |||||||||||
| February 23, 2026 - March 29, 2026 | — | $ | — | — | 74,000 | |||||||||||
| Total | 1,000 | $ | 39.70 | 1,000 | ||||||||||||
(1) The Company plans to retire all shares of common stock purchased under the 2025 Share Repurchase Program.
(2) Average price paid per share excludes excise taxes.
(3) On December 17, 2025, the Company announced that its Board of Directors authorized the Company to repurchase up to the lesser of 75,000 shares (9.95% of shares outstanding on December 17, 2025) or $3.0 million of the Company’s common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
of the Company’s directors or executive officers
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ITEM 6. EXHIBITS
| * | Filed herewith |
| ** | Furnished herewith |
| *** | Indicates management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PARKS! AMERICA, INC. | ||
| May 11, 2026 | By: | /s/ Geoffrey Gannon |
| Geoffrey Gannon | ||
| President | ||
| (Principal Executive Officer) | ||
| By: | /s/ Rebecca S. McGraw | |
| Rebecca S. McGraw | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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