PARKS AMERICA, INC

Previous wording

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying unaudited consolidated financial statements and provides additional information on our businesses, current developments, financial condition, cash flows and results of operations. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our Annual Report on Form 10-K for the fiscal year ended September 29, 2024 filed with the United States Securities and Exchange Commission (“SEC”) on December 13, 2024. 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.

Current wording

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:

Previous wording

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 revenues 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.

Current wording

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.

Previous wording

Through our wholly owned subsidiaries, we own and operate three regional safari parks and are in the business of acquiring, developing and operating local and regional entertainment assets in the United States. Our wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”). Wild Animal – Georgia owns and operates the Wild Animal Safari park in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal – Missouri owns and operates the Wild Animal Safari park located in Strafford, Missouri (the “Missouri Park”). Aggieland Wild Animal – Texas owns and operates the Aggieland Wild Animal Safari park near Bryan/College Station, Texas (the “Texas Park”).

Current wording

Through our wholly owned subsidiaries, we own and operate three regional safari parks and are in the business of acquiring, developing and operating local and regional entertainment assets in the United States. Our wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation (“Wild Animal – Georgia”), Wild Animal, Inc., a Missouri corporation (“Wild Animal – Missouri”), and Aggieland-Parks, Inc., a Texas corporation (“Aggieland Wild Animal – Texas”). Wild Animal – Georgia owns and operates the Wild Animal Safari Pine Mountain located in Pine Mountain, Georgia (the “Georgia Park”). Wild Animal – Missouri owns and operates the Wild Animal Safari Springfield located in Strafford, Missouri (the “Missouri Park”). Aggieland Wild Animal – Texas owns and operates the Aggieland Safari located near Bryan/College Station, Texas (the “Texas Park”).

Previous wording

Our parks are open year-round and experience increased seasonal attendance, typically beginning in the latter half of March through early September. Combined third and fourth quarter park revenues were 61.4% and 60.4% of annual park revenues for our 2024 and 2023 fiscal years, respectively.

Current wording

Our parks are open year-round and experience increased seasonal attendance, typically beginning in the latter half of March through early September. Combined third and fourth quarter Park revenue was 61.4% and 60.4% of annual Park revenue for Fiscal 2024 and Fiscal 2023, respectively.

Previous wording

We engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest and for the fiscal year ended September 29, 2024, we incurred $2.04 million of associated expenses, net. We have been engaged in discussions with our directors and officers insurance carrier regarding potential insurance coverage related to the expenses associated with the contested proxy and related matters. During the three months ending December 29, 2024, we received approximately $567,000 of insurance proceeds under our directors and officers insurance, which we used to pay certain bills associated with the contested proxy and related matters. As of December 29, 2024, we had approximately $360,500 of unpaid bills associated with the contested proxy and related matters. We continue in discussions with our directors and officers insurance carrier regarding potential insurance coverage related to the remaining unreimbursed expenses associated with the contested proxy and related matters. See “NOTE 3. CONTESTED PROXY AND RELATED MATTERS” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Annual Report on Form 10-Q for additional information.

Current wording

We engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest and for the fiscal year ended September 29, 2024, we incurred $2,040,810 of associated expenses, net. We have been engaged in discussions with our directors and officers insurance carrier regarding potential insurance coverage related to the expenses associated with the contested proxy and related matters. During the 13 weeks ending March 30, 2025, we received approximately $567,100 of insurance proceeds under our directors and officers insurance, which we used to pay certain bills associated with the contested proxy and related matters. As of March 30, 2025, we had approximately $360,500 of unpaid bills associated with the contested proxy and related matters. See Note 3,Contested Proxy and Related Matters, of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Previous wording

Consolidated and Segment Results of Operations for the Three Months Ended December 29, 2024 as Compared to Three Months Ended December 31, 2023

Current wording

Consolidated and Segment Results of Operations for Second Quarter 2025 as Compared to Second Quarter 2024

Previous wording

We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our President, as Chief Operating Decision Maker, for review and as a basis for decision making. The primary performance measures used to allocate resources are park earnings before interest, tax, depreciation and amortization, and free cash flow. We use park earnings before interest, tax, depreciation and amortization, and free cash flow as a measure of profitability to gauge segment performance because we believe this measure is the most indicative of performance trends and overall earnings potential of each segment.

Current wording

We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our President, as Chief Operating Decision Maker (“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, as well as free cash flow. We use segment income/(loss) and free cash flow as a measure of profitability to gauge segment performance because we believe this measure is the most indicative of performance trends and overall earnings potential of each segment.

Previous wording

The following table presents our consolidated and segment operating results for the three months ended December 29, 2024 and December 31, 2023:

Current wording

The following table presents our consolidated and segment operating results for Second Quarter 2025 and Second Quarter 2024:

Previous wording

For the three months ended December 29, 2024, we reported pre-tax income of $276,941. Based on a year-to-date blend of federal and State of Georgia pre-tax income, we recorded an income tax expense of $83,900 for the three months ended December 29, 2024.

Current wording

We reported a loss before income taxes of $328,762 in Second Quarter 2025. Based on a year-to-date blend of federal and state of Georgia income before income taxes, we recorded an income tax benefit of $81,000 for the Second Quarter 2025. We reported a loss before income taxes of $1,344,724 in Second Quarter 2024. Based on a year-to-date blend of federal and State of Georgia pre-tax income, we recorded an income tax benefit of $344,400 for Second Quarter 2024.

Previous wording

Our total revenues for the three months ended December 29, 2024 totaled $1.77 million, a decrease of $127,167, compared to the three months ended December 31, 2023. Our total park revenues were $1.72 million, a decrease of $90,204 or 5.0%, while animal sales were $51,428, a decrease of $36,963. In mid-January 2024 we completed the strategic switch to a new ticketing platform which we believe improves the guest experience while also providing improved functionality for our park customer services teams. While this change had a net neutral impact on our profitability we no longer directly up-charge customer transaction fees. On a pro forma basis, adjusting for the impact of this change in accounting for customer transaction processing fees, our total park revenues for the three months ended December 29, 2024 decreased by approximately $39,400 or 2.2%.

Current wording

In mid-January 2024 we completed the strategic switch to a new ticketing platform which we believe improves the guest experience while also providing improved functionality for our park customer services teams. While this change had a net neutral impact on our profitability, we no longer directly upcharge customer transaction fees which we previously reported in Park revenue. On a pro forma basis, adjusting for the change to exclude customer transaction fees in Park revenue, our total Park revenue Year-to-date 2025 decreased by approximately $17,701 or 0.5% compared to Year-to-Date 2024.

Previous wording

During the three months ending December 29, 2024, we recorded the receipt of $567,157 of insurance proceeds from our directors and officers insurance policy associated with the contested proxy and related matters. During the three months ended December 31, 2023, we recorded contested proxy and related matters expense of $126,640. See “NOTE 3. CONTESTED PROXY AND RELATED MATTERS” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Current wording

Contested Proxy and Related Matters, net was a credit of $567,157 for Year-to-Date 2025 resulting from the receipt of insurance proceeds from our directors and officers insurance policy associated with the contested proxy and related matters in the amount of $567,157 during First Quarter 2025. Year-to-date 2024, we recorded contested proxy and related matters, net expense of $1,291,252. See Note 3,*Contested Proxy and Related Matters,*of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Previous wording

As a result of the above factors, for the three months ended December 29, 2024, we reported a net income of $193,041 or $0.00 per basic share and per fully diluted share, compared to net loss of $369,255 or $0.00 per basic share and per fully diluted share, for the three months ended December 31, 2023.

Current wording

As a result of the above factors, Net loss was $54,721 or $0.07 per basic share and per fully diluted share for Year-to-Date 2025 compared to Net loss of $1,369,579 or $1.81 per basic share and per fully diluted share for Year-to-Date 2024.

Previous wording

The following table sets forth, for the periods indicated, a reconciliation of Net income (loss) to Adjusted net loss:

Current wording

The following table sets forth, for the periods indicated, a reconciliation of Net loss to Adjusted net loss and Adjusted diluted net loss per share:

Previous wording

The following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net income (loss) to Adjusted EBITDA:

Current wording

The following table sets forth, for the periods indicated, selected income statement data and a reconciliation of our Net loss to Adjusted EBITDA:

Previous wording

Our working capital was $1.91 million as of December 29, 2024, compared to $1.60 million as of September 29, 2024. The increase in working capital primarily reflects a reduction in accounts payable as a result of the contested proxy insurance proceeds, offset by cash used for capital spending and scheduled term loan payments.

Current wording

Our working capital was $1.22 million as of March 30, 2025, compared to $1.60 million as of September 29, 2024. The decrease in working capital primarily reflects a reduction in accounts payable as a result of the contested proxy insurance proceeds, offset by cash used for capital spending and scheduled term loan payments.

Previous wording

Total loan debt, including current maturities, as of December 29, 2024 was $3.47 million compared to $3.50 million as of September 29, 2024. The decrease in total loan debt is primarily the result of scheduled term loan payments during the three months ended December 29, 2024.

Current wording

Total long-term debt, including current maturities, as of March 30, 2025 was $3.37 million compared to $3.50 million as of September 29, 2024. The decrease in total long-term debt is primarily the result of scheduled term loan principal payments paid during Year-to-Date 2025.

Previous wording

As of December 29, 2024, we had equity of $14.14 million and total loan debt of $3.47 million, resulting in a debt-to-equity ratio of 0.25 to 1.0, compared to 0.25 to 1.0 as of September 29, 2024.

Current wording

As of March 30, 2025, we had stockholders’ equity of $13.89 million and total loan debt of $3.37 million, resulting in a debt-to-equity ratio of 0.24 to 1.0, compared to stockholders’ equity of $13.95 million and total loan debt of $3.50 million resulting in a debt-to-equity ratio of 0.25 to 1.0 as of September 29, 2024.

Previous wording

Net cash used in operating activities was $54,797 for the three months ended December 29, 2024, compared to $91,075 for the three months ended December 31, 2023, resulting in a decrease of $36,278, as our increase in net income was more than offset by higher cash used for working capital, primarily accounts payable, as our directors and officers insurance proceeds gain was used to pay down accounts payable associated with the contested proxy and related matters. See “NOTE 3. CONTESTED PROXY AND RELATED MATTERS” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Current wording

Net cash used in operating activities was $162,671 during Year-to-Date 2025, compared to $255,259 during Year-to-Date 2024. The $92,588 decrease in cash used in operating was attributed to the $1.3 million decrease in net loss offset by changes in cash used for working capital includes the change in prepaid assets related to the Federal income tax refund received during Second Quarter 2025 as well as accounts payable, as our directors and officers insurance proceeds gain was used to pay down accounts payable associated with the contested proxy and related matters. See Note 3,Contested Proxy and Related Matters, of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Previous wording

Net cash provided in investing activities was $260,966 for the three months ended December 29, 2024, compared to net cash used in investment activities of $1,216,168 for the three months ended December 31, 2023, resulting in a net increase of $1,477,134. Our investing activity for the three months ended December 29, 2024 included cash provided of $838,442 from short-term investments in certificates of deposit which matured during the period. Our investing activity for the three months ended December 31, 2023 included cash used of $1.0 million for the purchase of short-term investments in certificates of deposit. Our capital spending for the three months ended December 29, 2024 was $601,476 compared to $230,166 for the three months ended December 31, 2023. The increase in capital spending is attributed to capital improvements, primarily construction of a new restroom facility and animal exhibit improvements, at our Georgia Park.

Current wording

Net cash used in investing activities was $223,943 during Year-to-Date 2025, compared to $1,443,997 during Year-to-Date 2024 resulting in a net decrease of $1,220,054. Our investing activity Year-to-Date 2025 included cash provided of $838,442 from the maturity of short-term investments in certificates of deposit during First Quarter 2025. Our investing activity for Year-to-Date 2024 included cash used of $1.0 million for the purchase of short-term investments in certificates of deposit during First Quarter 2024. Our capital spending for Year-to-Date 2025 was $1.1 million compared to $0.5 million during Year-to-Date 2024. The increase in capital spending is attributed to capital improvements, primarily construction of a new restroom facility and animal exhibit improvements, at our Georgia Park.

Previous wording

Net cash used in financing activities was $34,261 for the three months ended December 29, 2024, compared to $195,170 for the three months ended December 31, 2023, resulting in a decrease of $160,909. During the three months ended December 29, 2024, the 2020 term loan was refinanced with the 2025 term loan resulting in net cash provided of $49,693, after term loan fees, offset by scheduled term loan principal payments.

Current wording

Net cash used in financing activities was $129,129 during Year-to-Date 2025, compared to $387,511 during Year-to-Date 2024 resulting in a decrease of $258,382. 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. Year-to-Date 2024 primarily included payments of $382,511 for scheduled term loan principal payments.

Previous wording

On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction (the “2025 Refinancing”) with Cendera Bank N.A. (“Cendera”). The 2025 Refinancing included a term loan in the original principal amount of $2.5 million (the “2025 Term Loan). The 2025 Term Loan bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%. As of December 29, 2024 the effective interest rate was at 7.0%. 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 is $23,200. Aggieland-Parks, Inc. paid approximately $60,735 of fees and expenses in connection with the 2025 Term Loan. The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serve on the Board of the Company, and Mr. Gannon is 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” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Current wording

On September 30, 2024, Aggieland-Parks, Inc. completed a refinancing transaction (the “2025 Refinancing”) with Cendera Bank N.A. (“Cendera”). The 2025 Refinancing included a term loan in the original principal amount of $2.5 million (the “2025 Term Loan). The 2025 Term Loan bears interest at a daily adjusted rate equal to the Prime Rate minus 0.5%. As of March 30, 2025 the effective interest rate was at 7.0%. 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 is $23,200. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan. The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serve on the Board of the Company, and Mr. Gannon is 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, of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Previous wording

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” of the Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report, 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 29, 2024 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.

Current wording

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 29, 2024 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.

Previous wording

See Part I, Item 1, Note 2,Recently Issued Accounting Pronouncements Not Yet Adopted, of the Consolidated Financial Statements (Unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

Current wording

See Part I, Item 1, Note 2,Recently Issued Accounting Pronouncements Not Yet Adopted for information regarding recent accounting pronouncements.