Attached files

file filename
EX-99.2 - EXHIBIT 99.2 THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF AGGIELAND SAFARI LLC - PARKS AMERICA, INCf8ka070620_ex99z2.htm
EX-99.1 - EXHIBIT 99.1 THE AUDITED COMBINED FINANCIAL STATEMENTS OF AGGIELAND SAFARI LLC A - PARKS AMERICA, INCf8ka070620_ex99z1.htm
8-K/A - FORM 8-K/A AMENDED CURRENT REPORT - PARKS AMERICA, INCf8ka070620_8kz.htm

 

Exhibit 99.3

 

PARKS! AMERICA, INC. and SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On April 27, 2020, Parks! America, Inc. (“Parks” or the “Company”), through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, simultaneously entered into and closed an Asset Purchase Agreement with Aggieland Safari LLC, a Texas limited liability company (“Aggieland”), Ferrill Creek Ranch LLC, a Texas limited liability (“FCR”), and Vernell Investments LLC, a Texas limited liability company (together with Aggieland and FCR the “Sellers”). Pursuant to the Asset Purchase Agreement Aggieland-Parks, Inc. acquired substantially all of Sellers’ assets related to Aggieland Safari Adventure Zoo and Safari Park located in Bryan, Texas (“Aggieland Safari”), including animal inventory, real estate, mineral rights, equipment, and other assets necessary to operate the Aggieland Safari. Aggieland Safari is situated on 250 acres of a 450-acre property, located in Bryan, Texas, approximately 25 miles northeast of College Station and 120 miles northwest of downtown Houston. The total purchase price for the Aggieland Assets was $7,125,000. The transaction was financed with a loan (the “2020 Term Loan”) from First Financial Bank, N.A. (“First Financial”), a seller note for $750,000 (the “Aggieland Seller Note”) and cash totaling $1,375,000. The 2020 Term Loan is evidenced by a promissory note in the original principal amount of $5,000,000 from First Financial (the “2020 Bank Note”), is secured by substantially all of the Aggieland Assets, as well as guarantees from the Company and its subsidiaries. The 2020 Bank Note bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021. The Aggieland Seller Note represents a deferred payment of the purchase price, bears no interest, has a maturity date of June 30, 2021 and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

 

Parks and Aggieland Safari have different fiscal year ends. Parks fiscal year ends on the Sunday closest to September 30 (most recently September 29, 2019), whereas Aggieland Safari’s fiscal year ends on December 31. As this difference is less than 93 days, as permitted by Regulation S-X Article 11, the unaudited pro forma condensed combined statement of operations for the year ended September 29, 2019 combines the Parks audited consolidated statement of operations for the year ended September 29, 2019 and the Aggieland Safari audited combined statement of operations for the year ended December 31, 2019.

 

The unaudited pro forma condensed combined statement of operations for the six months ended March 29, 2020 combines the Parks unaudited consolidated statement of operations for the six months ended March 29, 2020 and the Aggieland Safari unaudited combined statement of operations for the six months ended March 31, 2020. The Aggieland Safari unaudited combined statement of operations for the six months ended March 31, 2020 has been calculated by subtracting its unaudited combined statement of operations for the nine months ended September 30, 2019 from its audited financial statements for the year ended December 31, 2019, then adding its unaudited combined statement of operations for the three months ended March 31, 2020.

 

Both the full-year and six month unaudited pro forma condensed combined statements of operations give effect to the Aggieland Safari acquisition as if it had been consummated on October 1, 2018 and include adjustments which are directly attributable to the acquisition, are expected to have continuing impact on the combined results of operations, and are factually supportable.

 

The unaudited pro forma condensed combined balance sheet combines the Parks unaudited consolidated balance sheet as of March 29, 2020 and the Aggieland Safari unaudited combined balance sheet as of March 31, 2020, giving effect to the Aggieland Safari acquisition as if it had been consummated on March 29, 2020.


1


 

 

The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations are also referred to herein as the unaudited pro forma financial statements.

 

The unaudited pro forma financial statements are presented for information purposes only and should be read in conjunction with the accompanying notes to the unaudited pro forma financial statements. In addition, the unaudited pro forma financial statements are based on and should be read in conjunction with the following historical consolidated financial statements and accompanying notes for Parks, and historical combined financial statements and accompanying notes of Aggieland Safari:

 

·Separate unaudited historical financial statements and the related notes of Parks as of and for the six months ended March 29, 2020 included in Parks’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2020, as well as the audited historical financial statements and the related notes of Parks as of and for the fiscal year ended September 29, 2020 included in its Annual Report on Form 10-K for the fiscal year ended September 29, 2019; 

 

·Separate audited historical financial statements of Aggieland Safari as of December 31, 2019 and for the year then ended, which are included as Exhibit 99.1 to this Current Report on Form 8-K/A; and 

 

·Separate unaudited historical financial statements of Aggieland Safari as of March 31, 2020 and for the three months then ended, which are included as Exhibit 99.2 to this Current Report on Form 8-K/A. 

 

The unaudited pro forma financial statements have been prepared by management in accordance with SEC Regulation S-X Article 11, Pro Forma Financial Information. The unaudited pro forma financial statements are not necessarily indicative of what Parks’ financial position or results of operations actually would have been had the Company completed the acquisition of Aggieland Safari on the dates indicated, nor do they purport to project the future financial position or operating results of the combined businesses.

 

The unaudited pro forma financial statements have been prepared using the acquisition method of accounting under accounting principles generally accepted in the United States of America (“U.S. GAAP”) with Parks being the acquirer. The pro forma adjustments are preliminary, based upon available information and made solely for the purpose of providing these unaudited pro forma financial statements. Differences between these preliminary adjustments and the final acquisition accounting may occur and these differences could have a material impact on the future results of operations and financial position of the combined company.


2


 

 

PARKS! AMERICA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 29, 2020

 

 

Parks!

America,

Inc.

 

Aggieland

Safari

 

Pro Forma

Adjustments

 

Notes

 

Combined

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

2,942,037

 

$

20,731

 

$

(1,361,608)

 

5A

 

$

1,601,160

Accounts receivable

 

24,373

 

 

6,118

 

 

(6,118)

 

5B

 

 

24,373

Inventory

 

238,801

 

 

18,572

 

 

-

 

 

 

 

257,373

Prepaid expenses

 

280,183

 

 

5,677

 

 

(675)

 

5C

 

 

285,185

Total current assets

 

3,485,394

 

 

51,098

 

 

(1,368,401)

 

 

 

 

2,168,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

6,698,734

 

 

7,071,476

 

 

87,696

 

5D

 

 

13,857,906

Intangible assets, net

 

200

 

 

-

 

 

-

 

 

 

 

200

Other assets

 

115,021

 

 

-

 

 

(100,000)

 

5E

 

 

15,021

Total assets

$

10,299,349

 

$

7,122,574

 

$

(1,380,705)

 

 

 

$

16,041,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

36,324

 

$

532,947

 

$

(532,947)

 

5F

 

$

36,324

Accounts payable - related party

 

-

 

 

21,756

 

 

(21,756)

 

5F

 

 

-

Other current liabilities

 

326,729

 

 

191,622

 

 

(137,378)

 

5G

 

 

380,973

Line of credit - related party

 

-

 

 

2,937,622

 

 

(2,937,622)

 

5H

 

 

-

Current portion of long-term debt, net

 

209,673

 

 

5,435,786

 

 

(5,435,786)

 

5H

 

 

209,673

Total current liabilities

 

572,726

 

 

9,119,733

 

 

(9,065,489)

 

 

 

 

626,970

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net

 

1,047,388

 

 

-

 

 

5,687,625

 

5I

 

 

6,735,013

Total liabilities

 

1,620,114

 

 

9,119,733

 

 

(3,377,864)

 

 

 

 

7,361,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock; 300,000,000 shares authorized, at $.001

 

 

 

 

 

 

 

 

 

 

 

 

 

par value; 75,021,537 shares issued and outstanding

 

75,021

 

 

-

 

 

-

 

 

 

 

75,021

Capital in excess of par

 

4,889,316

 

 

-

 

 

-

 

 

 

 

4,889,316

Treasury stock

 

(3,250)

 

 

-

 

 

-

 

 

 

 

(3,250)

Retained earnings

 

3,718,148

 

 

(1,997,159)

 

 

1,997,159

 

5J

 

 

3,718,148

Total stockholders’ equity

 

8,679,235

 

 

(1,997,159)

 

 

1,997,159

 

 

 

 

8,679,235

Total liabilities and stockholders’ equity

$

10,299,349

 

$

7,122,574

 

$

(1,380,705)

 

 

 

$

16,041,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements


3


 

 

PARKS! AMERICA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended March 29, 2020

 

 

Parks!

America,

Inc.

 

Aggieland

Safari

 

Pro Forma

Adjustments

 

Notes

 

Combined

Net sales

$

1,713,930

 

$

654,193

 

$

-

 

 

 

$

2,368,123

Sale of animals

 

24,512

 

 

1,200

 

 

-

 

 

 

 

25,712

Total net sales

 

1,738,442

 

 

655,393

 

 

-

 

 

 

 

2,393,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

249,765

 

 

20,197

 

 

109,177

 

6A

 

 

379,139

Selling, general and administrative

 

1,614,845

 

 

679,044

 

 

(247,165)

 

6B

 

 

2,046,724

Depreciation and amortization

 

235,000

 

 

66,829

 

 

26,019

 

6C

 

 

327,848

Tornado damage and expenses, net

 

(24,373)

 

 

-

 

 

-

 

 

 

 

(24,373)

Impairment of property and equipment

 

-

 

 

1,117,496

 

 

(1,117,496)

 

6D

 

 

-

(Gain) loss on disposal of operating assets, net

 

-

 

 

(51,300)

 

 

112,043

 

6E

 

 

60,743

Loss from operations

 

(336,795)

 

 

(1,176,873)

 

 

1,117,422

 

 

 

 

(396,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

15,504

 

 

-

 

 

-

 

 

 

 

15,504

Interest expense

 

(34,912)

 

 

(266,596)

 

 

138,761

 

6F

 

 

(162,747)

Loss before income taxes

 

(356,203)

 

 

(1,443,469)

 

 

1,256,183

 

 

 

 

(543,489)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

(76,900)

 

 

-

 

 

(39,300)

 

6G

 

 

(116,200)

Net loss

$

(279,303)

 

$

(1,443,469)

 

$

1,295,483

 

 

 

$

(427,289)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share - basic and diluted

$

(0.00)

 

 

 

 

 

 

 

 

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding (in 000's) - basic and diluted

 

74,808

 

 

 

 

 

 

 

 

 

 

74,808

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements


4


 

 

PARKS! AMERICA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended September 29, 2019

 

 

Parks!

America,

Inc.

 

Aggieland

Safari

 

Pro Forma

Adjustments

 

Notes

 

Combined

Net sales

$

6,104,275

 

$

1,582,184

 

$

-

 

 

 

$

7,686,459

Sale of animals

 

79,979

 

 

8,700

 

 

-

 

 

 

 

88,679

Total net sales

 

6,184,254

 

 

1,590,884

 

 

-

 

 

 

 

7,775,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

673,667

 

 

86,300

 

 

177,991

 

6A

 

 

937,958

Selling, general and administrative

 

3,399,145

 

 

1,623,203

 

 

(254,729)

 

6B

 

 

4,767,619

Depreciation and amortization

 

453,968

 

 

231,356

 

 

(45,661)

 

6C

 

 

639,663

Tornado damage and expenses, net

 

80,444

 

 

-

 

 

-

 

 

 

 

80,444

Impairment of property and equipment

 

-

 

 

770,164

 

 

(770,164)

 

6D

 

 

-

(Gain) loss on disposal of operating assets, net

 

32,693

 

 

(20,295)

 

 

76,738

 

6E

 

 

89,136

Income (loss) from operations

 

1,544,337

 

 

(1,099,844)

 

 

815,825

 

 

 

 

1,260,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

27,104

 

 

-

 

 

-

 

 

 

 

27,104

Interest expense

 

(76,003)

 

 

(536,724)

 

 

281,054

 

6F

 

 

(331,673)

Income (loss) before income taxes

 

1,495,438

 

 

(1,636,568)

 

 

1,096,879

 

 

 

 

955,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

398,900

 

 

-

 

 

(113,300)

 

6G

 

 

285,600

Net income (loss)

$

1,096,538

 

$

(1,636,568)

 

$

1,210,179

 

 

 

$

670,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share - basic and diluted

$

0.01

 

 

 

 

 

 

 

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding (in 000's) - basic and diluted

 

74,791

 

 

 

 

 

 

 

 

 

 

74,791

 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements


5


 

 

PARKS! AMERICA, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Description of the Acquisition 

 

On April 27, 2020, Parks! America, Inc. (“Parks” or the “Company”), through a newly formed subsidiary, Aggieland-Parks, Inc., a Texas corporation, simultaneously entered into and closed an Asset Purchase Agreement with Aggieland Safari LLC, a Texas limited liability company (“Aggieland”), Ferrill Creek Ranch LLC, a Texas limited liability (“FCR”), and Vernell Investments LLC, a Texas limited liability company (together with Aggieland and FCR the “Sellers”). Pursuant to the Asset Purchase Agreement Aggieland-Parks, Inc. acquired substantially all of Sellers’ assets related to Aggieland Safari Adventure Zoo and Safari Park located in Bryan, Texas (“Aggieland Safari”), including animal inventory, real estate, mineral rights, equipment, and other assets necessary to operate the Aggieland Safari. Aggieland Safari is situated on 250 acres of a 450-acre property, located in Bryan, Texas, approximately 25 miles northeast of College Station and 120 miles northwest of downtown Houston. The total purchase price for the Aggieland Assets was $7,125,000. The transaction was financed with a loan (the “2020 Term Loan”) from First Financial Bank, N.A. (“First Financial”), a seller note for $750,000 (the “Aggieland Seller Note”) and cash totaling $1,375,000. The 2020 Term Loan is evidenced by a promissory note in the original principal amount of $5,000,000 from First Financial (the “2020 Bank Note”), is secured by substantially all of the Aggieland Assets, as well as guarantees from the Company and its subsidiaries. The 2020 Bank Note bears interest at a rate of 5.0% per annum, has a maturity date of April 27, 2031, with interest only payable monthly through April 2021. The Aggieland Seller Note represents a deferred payment of the purchase price, bears no interest, has a maturity date of June 30, 2021 and is secured by a second priority subordinated lien and security interest in the acquired mineral rights and the animal inventory.

 

2. Basis of Pro Forma Presentation 

 

The accompanying unaudited pro forma condensed combined balance sheet presents Parks’ historical financial position combined with Aggieland Safari as if the acquisition had occurred on March 29, 2020. The unaudited pro forma condensed combined statements of operations present the combined results of Parks as if the Aggieland Safari acquisition occurred on October 1, 2018. The accompanying unaudited pro forma condensed combined financial statements include management’s assumptions and certain adjustments as described in greater detail herein.

 

Parks and Aggieland Safari have different fiscal year ends. The unaudited pro forma condensed combined balance sheet and statements of operations have been prepared utilizing period ends that differ by less than 93 days, as permitted by Regulation S-X Article 11.

 

The unaudited pro forma condensed combined balance sheet information is based on the following:

 

·With respect to Parks, the Parks unaudited consolidated balance sheet as of March 29, 2020; and 

 

·With respect to Aggieland Safari, the Aggieland Safari unaudited combined balance sheet as of March 31, 2020. 

 

The unaudited pro forma condensed combined statement of operations for the six months ended March 29, 2020 is based on the following:

 

·With respect to Parks, the Parks unaudited consolidated statement of operations for the six months ended March 29, 2020 included in Parks’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2020; and 

 

·With respect to Aggieland Safari, the Aggieland Safari unaudited combined statement of operations for the six months ended March 29, 2020, which has been calculated by subtracting the its unaudited combined statement of operations for the nine months ended September 30, 2019 from its audited combined statement of operations ended December 31, 2019, then adding its unaudited combined statement of operations for the three months ended March 31, 2020. 

 

The unaudited pro forma condensed combined statement of operations for the year ended September 29, 2019 is based on the following:

 

·With respect to Parks, the Parks audited consolidated statement of operations for the fiscal year ended September 29, 2019 included in Parks’ Annual Report on Form 10-K for the year ended September 29, 2019; and 

 

·With respect to Aggieland Safari, the Aggieland Safari audited combined statement of operations for the year ended December 31, 2019.  


6


 

 

PARKS! AMERICA, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

2. Basis of Pro Forma Presentation (Continued) 

 

As a result of the construction of the Aggieland Safari historical combined statement of operations for the six months ended March 29, 2020 noted above, the following Aggieland Safari combined statement of operations for the three month period ended December 31, 2019 is included in both the pro forma unaudited statement of operations for the six months ended March 29, 2020 and the fiscal year ended September 29, 2019.

 

 

Aggieland

Safari

Net sales

$

335,313

Sale of animals

 

1,200

Total net sales

 

336,513

 

 

 

Cost of sales

 

-

Selling, general and administrative

 

436,496

Depreciation and amortization

 

66,829

Impairment of property and equipment

 

770,164

(Gain) loss on disposal of operating assets, net

 

(7,995)

Income (loss) from operations

 

(928,981)

 

 

 

Other income, net

 

-

Interest expense

 

(161,295)

Income (loss) before income taxes

 

(1,090,276)

 

 

 

Income tax provision

 

-

Net income (loss)

$

(1,090,276)

 

The accompanying unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) and are based on the audited annual and unaudited interim historical financial statements of Parks and Aggieland Safari. The unaudited pro forma financial statements are presented for illustrative purposes only. The historical financial statements have been adjusted in the accompanying unaudited pro forma financial statements to give effect to the pro forma events that are (a) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the consolidated results.

 

As the acquirer for accounting purposes, Parks has estimated the fair value of the Aggieland Safari assets acquired and liabilities assumed, and conformed the accounting policies of Aggieland Safari to its own accounting policies. The acquisition method of accounting uses the fair value concepts defined in ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The allocation of the purchase price is preliminary, pending the finalization of various estimates and analyses. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the acquisition, the actual amounts eventually recorded for the acquisition, may differ materially from the pro forma information presented.

 

The unaudited forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They may also not be useful in predicting the future financial condition or results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

The unaudited pro forma condensed combined financial statements do not reflect any cost savings from operating efficiencies, synergies that could result from the acquisition, or additional expenses which could also result from the acquisition. Additionally, the unaudited pro forma condensed combined financial statements do not reflect additional revenue opportunities following the acquisition.


7


 

 

PARKS! AMERICA, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

3. Accounting Policies and Reclassifications 

 

As a result of the continuing review of Aggieland Safari’s accounting policies, Parks may identify differences between the accounting policies of the two businesses that, when conformed, could have a material impact on the combined financial statements. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies other than the assumptions regarding useful lives for certain elements of property and equipment impacting depreciation expense.

 

As described in further detail in Note 6, certain reclassifications have been made relative to Aggieland Safari’s historical financial statements to conform to the financial statement presentation of Parks.

 

4. Purchase Price and Allocation 

 

The following table sets forth the purchase consideration paid to the members of Aggieland Safari as of April 27, 2020, the date of the acquisition. The preliminary purchase price allocation set forth below assumes the acquisition had closed on March 29, 2020:

 

Sources of consideration paid to Aggieland Safari Members:

 

 

Advances

$

125,000

Cash at closing

 

1,250,000

Bank debt

 

5,000,000

Aggieland seller note

 

750,000

Total cash consideration

$

7,125,000

 

 

 

Preliminary purchase price allocation:

 

 

Cash and cash equivalents

$

1,500

Inventories

 

18,572

Property and equipment

 

7,159,172

Deferred revenue

 

(54,244)

Total pro forma net assets acquired

$

7,125,000

 

For the purposes of this pro forma analysis, the purchase price has been preliminarily allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the acquisition date. The determination of estimated fair value requires management to make significant estimates and assumptions. The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible but no later than one year from the acquisition date. The Company will adjust its estimates as needed upon the final valuation.


8


 

 

PARKS! AMERICA, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet 

 

Explanations of the adjustments to the unaudited pro forma balance sheet are as follows:

 

(A)

Represents adjustments to cash due to the following outflows as a result of the acquisition.

 

 

 

 

 

 

 

Record cash paid to Aggieland Safari Members at closing

$

(1,250,000)

 

Record purchase price cash advance to Aggieland Safari on April 21, 2020

 

(25,000)

 

Record prepaid property taxes deposited at closing

 

(5,002)

 

Record bank debt financing fees

 

(62,375)

 

Eliminate cash not transferred in acquisition

 

(19,231)

 

Total

 

(1,361,608)

 

 

 

 

(B)

Eliminate Aggieland Safari accounts receivable not transferred to Parks.

 

 

 

 

 

 

(C)

Represents adjustments to prepaid expenses as a result of the acquisition.

 

 

 

 

 

 

 

Record prepaid property taxes deposited at closing

$

5,002

 

Eliminate Aggieland Safari prepaid expenses not transferred in acquisition

 

(5,677)

 

Total

 

(675)

 

 

 

 

(D)

Represents adjustment to property and equipment based on the preliminary fair value assessment.

 

 

 

 

 

 

 

Preliminary fair value of acquired Property and Equipment

$

7,159,172

 

Eliminate historical book value of Aggieland Safari Property and Equipment

 

(7,071,476)

 

Total

 

87,696

 

 

 

 

(E)

Represents purchase price cash advances made by Parks to Aggieland Safari as of March 29, 2020.

 

 

 

 

 

 

(F)

Eliminate Aggieland Safari accounts payable and accounts payable - related party not assumed by Parks.

 

 

 

 

 

 

(G)

Represents adjustments to other current liabilities as a result of the acquisition.

 

 

 

 

 

 

 

Record deferred revenues assumed by Parks

$

54,244

 

Eliminate Aggieland Safari other current liabilities

 

(191,622)

 

Total

 

(137,378)

 

 

 

 

(H)

Eliminate Aggieland Safari debt not assumed by Parks.

 

 

 

 

 

 

(I)

Record Aggieland Safari acquisition related debt and costs.

 

 

 

 

 

 

 

Bank debt

$

5,000,000

 

Aggieland seller note

 

750,000

 

Deferred financing costs

 

(62,375)

 

Total

 

5,687,625

 

 

 

 

(J)

Eliminate Aggieland Safari accumulated deficit.

 

 


9


 

 

PARKS! AMERICA, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

6. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations 

 

Explanations of the adjustments to the unaudited pro forma statement of operations are as follows:

 

 

 

Six months

ended

March 29,

2020

 

Year ended

September 29,

2019

(A)

Represents reclassification of animal food expenses to conform to Parks presentation.

 

 

 

 

 

 

 

 

 

 

 

 

(B)

Represents adjustment to remove non-recurring transaction expenses in the historical statement of operations and

 

 

 

 

 

 

reclassifications to conform to Parks presentation of certain expenses, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring transaction expenses

$

(61,250)

 

$

-

 

Animal food expenses to cost of sales

 

(109,177)

 

 

(177,991)

 

Loss on animal disposals to loss on disposal of operating assets, net

 

(76,738)

 

 

(76,738)

 

Total

 

(247,165)

 

 

(254,729)

 

 

 

 

 

 

 

(C)

Represents the estimated difference in depreciation expense resulting from the preliminary purchase price allocation.

 

 

 

 

 

 

 

 

 

 

 

 

 

Note that as of December 31, 2019, Aggieland Safari classified its property and equipment

 

 

 

 

 

 

as held for sale and suspended depreciation expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation based on preliminary purchase price allocation

$

92,848

 

$

185,695

 

Elimination of Aggieland Safari historical depreciation

 

(66,829)

 

 

(231,356)

 

Total

 

26,019

 

 

(45,661)

 

 

 

 

 

 

 

(D)

Represents the elimination of Aggieland Safari impairment of property and equipment.

 

 

 

 

 

 

 

 

 

 

 

 

(E)

Represents adjustment to remove gain on unrelated Aggieland Safari property sale and reclassifications to conform to Parks

 

 

 

 

 

 

presentation of certain expenses, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on unrelated Aggieland Safari property sale

$

35,305

 

$

-

 

Loss on animal disposals to loss on disposal of operating assets, net

 

76,738

 

 

76,738

 

Total

 

112,043

 

 

76,738

 

 

 

 

 

 

 

(F)

Represents interest expense on new bank debt and amortization of associated fees, and the elimination of historical Aggieland

 

 

 

 

 

 

Safari interest expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on new Parks' bank debt

$

(125,000)

 

$

(250,000)

 

Amortization of new bank debt associated fees

 

(2,835)

 

 

(5,670)

 

Elimination of historical Aggieland Safari interest expense

 

266,596

 

 

536,724

 

Total

 

138,761

 

 

281,054

 

 

 

 

 

 

 

(G)

Represents adjustment to pro forma tax provision based on net impact of Aggieland Safari.

 

 

 

 

 


10