Quarterly Report for Quarter Ending December 28, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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.

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.

All prior period share and per share information contained in this Quarterly Report gives effect to the Reverse Forward Stock Split that became effective on April 30, 2025.

Overview

Parks! America, Inc. owns and operates three regional safari parks and is in the business of acquiring, developing and operating local and regional entertainment assets and attractions in the United States. The Company's wholly owned subsidiaries are Wild Animal Safari, Inc., a Georgia corporation ("Wild Animal - Georgia") acquired on June 13, 2005, Wild Animal, Inc., a Missouri corporation ("Wild Animal - Missouri") acquired on March 5, 2008, and Aggieland-Parks, Inc., a Texas corporation ("Aggieland Wild Animal - Texas") acquired on April 27, 2020.

Wild Animal - Georgia owns and operates a 500-acre safari park located in Pine Mountain, Georgia (the "Georgia Park"). Wild Animal - Missouri owns and operates a 255-acre safari park located in Strafford, Missouri (the "Missouri Park"). Aggieland Wild Animal - Texas owns and operates a 450-acre safari park located near Bryan/College Station, Texas (the "Texas Park").

Each of the parks is overseen by a general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the President and CEO, who is the Chief Operating Decision Maker ("CODM").

We identify our operating segments to be the individual parks: Georgia Park, Missouri Park and Texas Park. We have determined that each of our operating segments share similar economic and other qualitative characteristics, but quantitative measures require the results of our operating segments to be reported as three reportable segments.

Each of our three parks are located rural areas. The parks are local attractions in that guests usually drive less than one hour out of their way to visit us. Park guests tend to be residents living within 100 miles of our parks, tourists staying within 100 miles of our parks and tourists driving on a road near our parks. Park guests are groups, almost never individuals and most often families, who seek away-from-home entertainment within driving distance. Management does not believe we compete with in-home entertainment or solo activities and therefore, the market is away-from-home activity seekers within driving distance of our parks. Nearby attractions can be either "complements" to our parks or "substitutes" for our parks. Nearby attractions (such as Callaway Gardens and Great Wolf Lodge near our Georgia Park) increase our attendance because some guests of those attractions visit our parks as part of the same trip.

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.

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, LP (together with the participants in its solicitation, "Focused Compounding") submitted documents to the Company providing notice as to a demand that the Company hold a special meeting of stockholders (the "Special Meeting"). The Special Meeting was held for the purpose of asking stockholders to consider and vote upon five proposals, including a proposal for the removal of all directors currently serving on the Board of Directors and a proposal for the election of a new Board of Directors comprised entirely of Focused Compounding's slate of three candidates. The Special Meeting was held on February 26, 2024 and Focused Compounding's proposal to reconstitute the Board of Directors received the votes of a majority of shareholders who voted, but not a sufficient majority for approval under Nevada law, so it did not pass.

On January 19, 2024, following Focused Compounding's submission to the Company, we adopted a rights plan (the "Rights Plan"), which provided, among other things, that if specified events occurred, our stockholders would be entitled to purchase additional shares of our common stock. On January 18, 2025, the Rights Plan expired pursuant to its terms.

On March 1, 2024, Focused Compounding filed a Complaint in the Eighth Judicial District Court of Clark County against the Company and each of the members of our Board of Directors, alleging that the defendants were contemplating efforts to entrench themselves as members of the Board of Directors. On June 20, 2024, Focused Compounding, the Company and the named defendants agreed to a stipulation dismissing with prejudice any and all claims by and between the parties outlined in the initial Complaint in light of the results of the Company's annual meeting of stockholders held on June 6, 2024.

On June 6, 2024 we held our annual meeting of stockholders (the "2024 Annual Meeting"). The purpose of the 2024 Annual Meeting was for the Company's stockholders to elect seven nominees to serve on the Company's Board of Directors (the "Board"), as well as consider additional proposals. The Company and Focused Compounding each submitted proxies soliciting the Company's stockholders to vote for their respective proposed director nominees. The nominees for director included six nominees proposed by the Company and four nominees proposed by Focused Compounding. At the 2024 Annual Meeting, the Company's stockholders elected four nominees proposed by Focused Compounding and three nominees proposed by the Company.

On June 14, 2024, the Company announced that Lisa Brady stepped down as its President and Chief Executive Officer, and the Company's Board had appointed Geoffrey Gannon as the Company's President. Mr. Gannon is also the Portfolio Manager at Focused Compounding.

We engaged legal counsel specializing in activist stockholder matters, as well as several other consultants, during this proxy contest. We received $567,157 of insurance proceeds under our directors and officers insurance related to this matter during First Quarter 2025. These proceeds were used to pay certain legal bills associated with the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

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 will be issued in connection with the Reverse Forward Stock Split. Instead, the Company paid cash (without interest) to any stockholder who would be entitled to receive a fractional share as a result of the Reverse Forward Stock Split:

	(i)	Stockholders 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 National Quotation Bureau pink sheets 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 National Quotation Bureau pink sheets 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

The following table sets forth, for the periods indicated, selected income statement data.

		13 Weeks Ended								13 Weeks Ended
		December 28, 2025								December 29, 2024
		$'s				% of Total Revenue				$'s				% of Total Revenue
Park revenue		$	2,074,410				99.1	%		$	1,719,030				97.1	%
Sale of animals			18,988				0.9	%			51,428				2.9	%
Total revenue			2,093,398				100.0	%			1,770,458				100.0	%
Cost of sales (exclusive of depreciation and amortization)			275,975				13.2	%			251,662				14.2	%
Selling, general and administrative			1,628,016				77.8	%			1,556,429				87.9	%
Depreciation and amortization			211,081				10.1	%			208,548				11.8	%
Contested proxy and related matters, net			-				0.0	%			(567,157	)			-32.0	%
Other operating (income), net			(2,791	)			-0.1	%			(52	)			0.0	%
(Loss) income from operations			(18,883	)			-0.9	%			321,028				18.1	%
Other (income), net			(22,074	)			-1.1	%			(13,382	)			-0.8	%
Interest expense			48,752				2.3	%			57,469				3.2	%
(Loss) income before income taxes			(45,561	)			-2.2	%			276,941				15.6	%
Income tax (benefit) expense			(9,500	)			-0.5	%			83,900				4.7	%
Net (loss) income		$	(36,061	)			-1.7	%		$	193,041				10.9	%

Discussion and Analysis

Consolidated and Segment Results of Operations for First Quarter 2026 as Compared to First Quarter 2025

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

The following table shows our consolidated and segment operating results for the 13 weeks ended December 28, 2025 and December 29, 2024:

		Georgia Park								Missouri Park								Texas Park								Consolidated
		For the 13 weeks ended								For the 13 weeks ended								For the 13 weeks ended								For the 13 weeks ended
		December 28, 2025				December 29, 2024				December 28, 2025				December 29, 2024				December 28, 2025				December 29, 2024				December 28, 2025				December 29, 2024
Total revenue		$	1,182,629			$	1,110,718			$	357,551			$	289,761			$	553,218			$	369,979			$	2,093,398			$	1,770,458
Less significant expense categories: (1)
Cost of animal food, merchandise and food			156,094				131,243				40,080				44,207				79,801				76,212				275,975				251,662
Other revenue driven costs (2)			23,345				21,004				7,216				5,163				11,588				6,856				42,149				33,023
Personnel costs (3)			342,440				305,029				183,709				166,726				147,148				168,723				673,297				640,478
Advertising and marketing			91,847				40,449				64,610				32,102				86,493				51,345				242,950				123,896
Other segment expenses (4)			257,050				279,047				95,258				90,791				98,992				118,842				451,300				488,680
Segment income (loss)			311,853				333,946				(33,322	)			(49,228	)			129,196				(51,999	)			407,727				232,719
Segment operating margin (loss) %			26.4	%			30.1	%			-9.3	%			-17.0	%			23.4	%			-14.1	%			19.5	%			13.1	%
Less:
Unallocated corporate expenses (5)																											218,320				270,352
Depreciation and amortization																											211,081				208,548
Other operating (income), net																											(2,791	)			(52	)
Contested proxy and related matters, net																											-				(567,157	)
Other (income), net																											(22,074	)			(13,382	)
Interest expense																											48,752				57,469
(Loss) income before income taxes																										$	(45,561	)		$	276,941

⁽¹⁾ The significant expense categories and amounts align the CODM.

⁽²⁾ Other revenue driven costs include credit card fees and other revenue processing costs driven by sales volume.

⁽³⁾ Personnel costs include fixed and variable wages, benefits and employer taxes.

⁽⁴⁾ Other segment expenses include all other operating expenses, including animal expenses, park and vehicle maintenance costs, insurance, utilities, outside services, operating supplies and other miscellaneous expenses.

⁽⁵⁾ Unallocated corporate expenses include corporate personnel costs, directors fees and compensation, directors and officers insurance, computer software and services, professional fees and public company related expenses.

Total Park Revenue

		For the 13 weeks ended
		December 28, 2025				December 29, 2024
Georgia		$	1,171,149			$	1,082,920
Missouri			357,151				275,731
Texas			546,110				360,379
Total Park revenue		$	2,074,410			$	1,719,030

Results of Operations

First Quarter 2026 compared with First Quarter 2025

Total Revenue and Park Revenue

Total revenue was $2.09 million in First Quarter 2026, an increase of $322,940 or 18.2%, compared to $1.77 million in First Quarter 2025.

Park revenue was $2.07 million in First Quarter 2026, an increase of $355,380 or 20.7%, compared to $1.72 million in First Quarter 2025.

Animal sales were $18,988 in First Quarter 2026, a decrease of $32,440 or 63.1%, compared to $51,428 in First Quarter 2025. The decrease is driven by the timing of animal sales at our Georgia Park and Missouri Park year over year.

Georgia Park revenue was $1.17 million in First Quarter 2026, an increase of $88,229 or 8.1% compared to $1.08 million in First Quarter 2025. The increase was primarily driven by higher admission revenue due to more favorable weather conditions, especially during the weeks of Thanksgiving and Christmas, compared to First Quarter 2025. In addition, in-park guest spending on animal encounters increased due to concerted effort by management to allocate more resources to offer additional animal encounters to the guests, as well as an increase in food service and gift shop revenue due to the higher attendance.

Missouri Park revenue was $357,151 in First Quarter 2026, an increase of $81,420 or 29.5% compared to $275,731 in First Quarter 2025. The increase was primarily driven by higher admission revenue due to the more favorable weather conditions, especially during the week of Christmas, compared to First Quarter 2025. In addition, in-park guest spending on animal encounters increased primarily due to the addition and success of the capybara encounter offering, as well as the completion of the new animal encounter building to complement the guest experience for animal encounters.

Texas Park revenue was $546,110 in First Quarter 2026, an increase of $185,731 or 51.5% compared to $360,379 in First Quarter 2025. The increase was primarily driven by an increase in admission revenue due to more favorable weather conditions compared to First Quarter 2025 and a continued positive response to the new admission pass pricing and effectiveness of new marketing strategies. In addition, in-park guest spending, primarily animal food sales and concessions, increased compared to First Quarter 2025.

Attendance

Georgia Park attendance increased approximately 16.7% during First Quarter 2026 compared to First Quarter 2025. The increase in attendance was primarily due to more favorable weather conditions, especially during the weeks of Thanksgiving and Christmas, compared to First Quarter 2025.

Missouri Park attendance increased by approximately 21.4% during First Quarter 2026 compared to First Quarter 2025 primarily driven by more favorable weather conditions, especially during the week of Christmas, compared to First Quarter 2025.

The Texas Park provided customers with free admissions promotions on certain days during the First Quarter 2025 and we do not believe attendance is a comparable to the prior year.

Significant Expenses

Cost of animal food, merchandise and food

Consolidated cost of animal food, merchandise and food was $275,975 in First Quarter 2026, an increase of $24,313 or 9.7% compared to $251,662 in First Quarter 2025. The increase was primarily attributed to the Georgia Park increase in gift shop and food service cost of sales because of the increase in gift shop and food service revenue.

Other revenue driven costs

Consolidated other revenue driven costs were $42,149 in First Quarter 2026, an increase of $9,126 or 27.6% compared to $33,023 in First Quarter 2025 driven by an overall increase in Park revenue.

Personnel costs

Consolidated personnel costs were $673,297 in First Quarter 2026, an increase of $32,819 or 5.1% compared to $640,478 in First Quarter 2025. The increase in personnel costs at the Georgia Park and Missouri Park was primarily driven by additional educational and zookeeper personnel compared to First Quarter 2025 offset by a decrease in personnel costs at the Texas Park due to the park being closed to the public two days a week during First Quarter 2026 compared to being open seven days a week during Fiscal 2025. In addition, an internal graphic designer and event planner were added in Fourth Quarter 2025 for the benefit of all three parks.

Advertising and marketing

Consolidated advertising and marketing expenses were $242,950 in First Quarter 2026 compared to $123,896 in First Quarter 2025. The Company switched their advertising agency in First Quarter 2025. The new advertising agency recommended a different mix of advertising and marketing strategies that included increased social media and digital marketing spending in First Quarter 2026 compared to television and radio advertising in First Quarter 2025.

Other segment expenses

Consolidated other segment expenses were $451,300 in First Quarter 2026, a decrease of $37,380 or 7.6% compared to $488,680 in First Quarter 2025. The decrease was primarily driven by lower outside services at the Georgia Park as well as lower park maintenance expenses, due to the one-time demolition costs of an unoccupied house on the Georgia Park grounds in First Quarter 2025 and lower operating expenses at the Texas Park, primarily due to the purchase of new park signs in First Quarter 2025 and lower travel related expenses compared to First Quarter 2026.

Segment Income

Consolidated segment income was $407,727 in First Quarter 2026, an increase of $175,008 or 75.2%, from $232,719 in First Quarter 2025.

Georgia Park segment income was $311,853 in First Quarter 2026, a decrease of $22,093 or 6.6% from $333,946 in First Quarter 2025. The increase in admission revenue and gross margin from in-park guest spending on animal food, gift shop and food service was not enough to offset the higher advertising and marketing costs and higher personnel costs that were slightly offset lower other segment expenses, primarily due to the one-time demolition costs of an unoccupied house at the Georgia Park in First Quarter 2025.

Missouri Park segment loss was $33,322 in First Quarter 2026, a decrease of $15,906 or 32.3% from segment loss of $49,228 in First Quarter 2025. The increase in admission revenue and in-park guest spending on animal encounters was more than the increase in advertising and marketing costs that were offset by lower personnel costs and other segment expenses, primarily lower insurance expense and property taxes due to timing of the accrual compared to First Quarter 2025.

Texas Park segment income was $129,196 in First Quarter 2026, an increase of $181,195 from segment loss of $51,999 in First Quarter 2025. The increase in admission revenue and gross margin from in-park guest spending on animal food, gift shop and concessions more than offset the increase in advertising and marketing costs that were offset by lower personnel costs and other segment expenses, primarily timing of spend for park signage and travel related costs compared to First Quarter 2025.

Corporate Expenses

Corporate expenses were $218,320 in First Quarter 2026, a decrease of $52,032 from $270,352 in First Quarter 2025 primarily driven by lower professional fees, due to timing of accruals, lower insurance expense and director fee compensation offset slightly by higher personnel costs in First Quarter 2026.

Depreciation and Amortization Expense

Depreciation and amortization expense was $211,081 in First Quarter 2026, compared to $208,548 in First Quarter 2025. The increase was driven by higher depreciation expense at the Georgia Park related to the new restroom facility placed on service during Second Quarter 2025.

Contested Proxy and Related Matters

Contested proxy and related matters, net was none in First Quarter 2026 compared to the credit of $567,157 in First Quarter 2025. The credit in First Quarter 2025 was from the receipt of insurance proceeds from our directors and officers insurance policy associated with the contested proxy and related matters. See Note 3, Contested Proxy and Related Matters, to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report for additional information.

Other operating (income), net

Other operating income, net was $2,791 in First Quarter 2026 compared to $52 in First Quarter 2025. The increase was due to higher net gain on disposals of property and equipment during First Quarter 2026 compared to First Quarter 2025.

Other Income, net

Other income, net was $22,074 in First Quarter 2026, an increase of $8,692 from $13,382 in First Quarter 2025. The increase was primarily driven by the one-time non-operating expense at the Texas Park included in First Quarter 2025.

Interest Expense

Interest expense was $48,752 in First Quarter 2026, a decrease of $8,717 from $57,469 in First Quarter 2025. The decrease was primarily driven by the reduction in the 2025 Term Loan variable interest rate of approximately 75 basis points compared to First Quarter 2025 and a decrease in the 2021 Term Loan interest due to lower principal balances.

Income Taxes

We recorded income tax benefit for First Quarter 2026 of $9,500 which resulted in an effective tax rate of 20.9% compared to income tax expense of $83,900 for First Quarter 2025 which resulted in an effective tax rate of 30.3%. The overall effective tax rate varies from the U.S. federal statutory rate of 21.0% primarily due to Georgia state taxes.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBBA has multiple effective dates, with certain provisions effective in 2026 and others implemented through 2027. The Company is currently evaluating the impact of these provisions which could affect the Company's income tax expense and deferred tax assets; however, it is not expected to have a material impact to our Consolidated Financial Statements (Unaudited).

Net Income (Loss)

As a result of the above factors, Net loss was $36,061 or $0.05 per basic and diluted share in First Quarter 2026 compared to Net income of $193,041 or $.25 per basic and diluted share in First Quarter 2025.

Use of Non-GAAP Financial Measures

In addition to our net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the following non-GAAP measures: Adjusted net income (loss) and Adjusted EBITDA.

We believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed excluding the effects of significant non-recurring and non-operational items. We believe the use of the non-GAAP financial measures facilitates comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management's own methods for evaluating business performance.

The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as these measures may exclude a number of important cash and non-cash recurring items.

Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. While adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors. Other significant non-recurring and non-operational items, while periodically affecting our results, may vary significantly from period to period and have disproportionate effects in a given period, which affects comparability of results and are described below:

●

Contested proxy and related matters, net - directors and officers insurance proceeds for the 13 weeks ended December 29, 2024.

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

Unaudited

		13 Weeks Ended
		December 28, 2025				December 29, 2024
Net (loss) income		$	(36,061	)		$	193,041
Contested proxy and related matters, net			-				(567,157	)
Tax impact (1)			-				153,130
Adjusted net loss (2)		$	(36,061	)		$	(220,986	)
Adjusted diluted net loss per share (2)		$	(0.05	)		$	(0.29	)
Diluted weighted average common shares outstanding (2)			753,577				757,270

	(1)	The tax impact of adjustments is calculated at the applicable U.S. Federal and State statutory rates.
	(2)	Prior period amounts have been adjusted to reflect the Reverse Forward Stock Split that became effective on April 30, 2025. Refer to Note 6, Stockholders Equity for further information about the Reverse Forward Stock Split.

While Adjusted EBITDA is a non-GAAP measurement, management believes that Adjusted EBITDA is a meaningful measure as it is widely used by analysts, investors and comparable companies in the entertainment and attractions industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. We also believe Adjusted EBITDA is a meaningful measure of park-level operating profitability. Adjusted EBITDA is a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under GAAP.

Other significant items, while periodically affecting our results, may vary significantly from period to period and have disproportionate effects in a given period, which affects comparability of results and are described below:

	●	Contested proxy and related matters, net - directors and officers insurance proceeds for the 13 weeks ended December 29, 2024.
	●	Net gain or loss on disposal of property and equipment - disposal of property and equipment for the 13 weeks ended December 28, 2025 and December 29, 2024.

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

Unaudited

		13 Weeks Ended
		December 28, 2025				December 29, 2024
Net (loss) income		$	(36,061	)		$	193,041
Income tax (benefit) expense			(9,500	)			83,900
Interest expense			48,752				57,469
Depreciation and amortization			211,081				208,548
Contested proxy and related matters, net			-				(567,157	)
Gain on disposal of property and equipment, net			(2,791	)			(52	)
Adjusted EBITDA		$	211,481			$	(24,251	)

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 $3.05 million as of December 28, 2025, compared to $3.28 million as of September 28, 2025. The decrease in working capital primarily reflects a reduction in accounts payable as a result of the contested proxy insurance proceeds offset by cash used for capital spending and scheduled term loan payments.

Total long-term debt, including current maturities, as of December 28, 2025 was $3.09 million compared to $3.19 million as of September 28, 2025. The decrease in total long-term debt is primarily the result of scheduled term loan principal payments paid during First Quarter 2026.

As of December 28, 2025, we had stockholders' equity of $15.23 million and total loan debt of $3.09 million, resulting in a debt-to-equity ratio of 0.20 to 1.0, compared to stockholders' equity of $15.27 million and total loan debt of $3.19 million resulting in a debt-to-equity ratio of 0.21 to 1.0 as of September 28, 2025.

Operating Activities

Net cash used in operating activities was $56,679 during First Quarter 2026, compared to $54,797 during First Quarter 2025. The decrease in net income and year over year change in non-cash items, primarily deferred income taxes, was offset by higher cash provided due to the year over year changes in working capital, primarily accounts payable, as directors and officers insurance proceeds received in First Quarter 2025 were used to pay down accounts payable associated with the contested proxy and related matters.

Investing Activities

Net cash used in investing activities was $300,855 during First Quarter 2026, compared to net cash provided in investing activities of $260,966 during First Quarter 2025 resulting in a net decrease of $561,821. Our investing activity during First Quarter 2026 included capital spending of $304,853. Our investing activity during First Quarter 2025 included cash provided of $838,442 from the maturity of short-term investments in certificates of deposit. Our capital spending for First Quarter 2025 was $601,476. The decrease in capital spending in First Quarter 2026 is primarily attributed to the higher capital spending at the Georgia Park during First Quarter 2025 primarily related to the new restroom facility.

Financing Activities

Net cash used in financing activities was $97,888 during First Quarter 2026, compared to $34,261 during First Quarter 2025 resulting in an increase of $63,627. During First Quarter 2026 our financing activity was scheduled term loan principal payments of $97,888. During First Quarter 2025, the 2020 Term Loan was refinanced with the 2025 Term Loan during First Quarter 2025 resulting in net cash provided of $110,429 offset by payments of $144,690 for scheduled term loan principal payments and term loan refinancing fees.

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 December 28, 2025, the effective interest rate was at 6.25%. The 2025 Term Loan has a term of 10 years, with a 15-year amortization, and a balloon payment of the outstanding principal balance due September 30, 2034. The initial monthly loan payment was $23,200 and has been reduced with the decrease in the effective interest rate to $21,619 as of December 28, 2025. Aggieland-Parks, Inc., paid approximately $60,716 of fees and expenses in connection with the 2025 Term Loan. The outstanding balance of the 2025 Term Loan was $2.39 and $2.41 million as of December 28, 2025 and September 28, 2025, respectively.

The 2025 Term Loan is secured by substantially all the assets of Aggieland-Parks, Inc., as well as a cash collateral reserve of $2.5 million established by Focused Compounding Fund, LP, with Cendera Bank N.A. Geoffrey Gannon and Andrew Kuhn control Focused Compounding Fund, LP, and each serves on the Board of the Company, and Mr. Gannon serves as the Company's President. Focused Compounding did not receive a fee or any other benefit in connection with establishing the above-described cash collateral reserve. See Note 4, Long-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.

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.