After five months of wasting your time and damaging
During negotiations throughout this proxy contest,
A quick overview of the key events of the past four years is in order:
Timeline
January 2020 : FC acquires 17.5% ofParks! America shares. In a letter to the Board, FC states: “We’re long-term investors, not short-term agitators” and “There’s literally nothing we could tell you about how to run a successful animal safari that you don’t already know. And we wouldn’t try”.- February –
May 2022 : The Board attempts to develop a mutually agreed upon succession plan with then President and CEO,Dale Van Voorhis , who was 81 years old at the time. InitiallyMr. Van Voorhis refused to work on any succession plan and reached out to FC to enlist their assistance in entrenching himself. Eventually,Mr. Van Voorhis agrees to accept a renewed two-year contract including the transition to a new President and CEO. November 2022 : After an extensive search,Lisa Brady accepted the Company’s offer to take on the role of President and CEO.March 2023 : An EF3 category tornado devastates the Company’sGeorgia park right at the beginning of our busiest period of the fiscal year. After clearing over 4,500 felled and damaged trees, replacing and repairing miles of damaged fencing, fixing numerous broken water lines and erecting a new giraffe barn, this park reopens in just 20 days.May 2023 : FC reaches out toMs. Brady expressing some of its frustrations with various aspects ofParks! America . As part of subsequent discussions with FC,Ms. Brady commits to holding an annual meeting of stockholders in early 2024, after the Company files its Form 10-K inDecember 2023 . This is the typical sequence for public companies.October 2023 : As then Chairman of the Board of Directors,Mr. Van Voorhis expresses his belief the Company still did not need to go through the expense of holding an annual meeting of stockholders. After expressing his frustration with the plan to go forward with an annual meeting,Mr. Van Voorhis again threatens to reach out to FC.December 14, 2023 : FC announces they have acquired 100% ofMr. Van Voorhis’s Parks ! America shares, increasing their ownership interest to 38.5%. The sale ofMr. Van Voorhis’s shares occurred during a closed window of the Company’s policy on insider trading nor did he seek the formal required pre-approval of that policy.December 19, 2023 : FC delivers an ultimatum to the Parks! America Board with three non-negotiable demands, with a mere three-day deadline for agreement: 1) shrink the Board to five; 2) FC to name three of the Parks! America Board members and 3)Ms. Brady to be fired and replaced. Notably, FC does not articulate ANY plans or details for how it would run the Company.December 22, 2023 : Three days after the ultimatum, the Friday before the Christmas weekend, FC launches their proxy fight for control ofParks! America .January 18, 2023 : FC insists on forcing the Company to hold a Special Meeting of Stockholders, even after understanding thatNevada Law provided FC little, if any, mathematical possibility of gaining control during the meeting. Rather than accepting this outcome and moving on to the Annual Shareholders meeting, FC forces the Company into spending significant funds to hold the Special Meeting.February 2, 2023 : More than 45 days after their initial demand to take control of the Company, FC finally outlines some grievances regarding howParks! America has been managed and outlining some of their actions if they gain control (See SEC filing here).February 26, 2023 : FC loses their attempt at gaining control ofParks! America via the Special Meeting but declares victory anyway (seeSEC filing here).March 1, 2023 : FC files a lawsuit in theState of Nevada against each individual Board member and the Company at large, attempting to needlessly handcuff the Company and the Board, and again forcing the expenditure of significant resources. OnMarch 15, 2024 , the court denied FC’s motion for a Preliminary Injunction.May 8, 2023 : FC issues their revised “plan” forParks! America , which focuses on selling two of the Company’s three parks and bears little resemblance to theirFebruary 2nd action items (seeSEC filing here).
We Believe the Essence of the Focused Compounding “Plan” is to:
- Obtain control of the Board in order to execute their “plan”;
- Throw out and replace the existing two-person executive team;
- Sell the Company’s
Missouri andTexas (Aggieland) parks; and - Significantly leverage the
Georgia park or sell it.
In our opinion, FC has employed simplistic “case study” assumptions regarding the sale of assets and leveraging up the remaining remnant of the Company to dangle the hope of generating a one-time cash dividend in front of
The FC plan has significant execution risks on many levels, all of which they fail to acknowledge.
The YouTube link below is FC’s response to the PRKA Q2 2024 quarterly conference call:
https://www.youtube.com/watch?v=p1m_XuIT_NY&list=PLCoHD2u05KT00P9I_DWTbGktGER879NXj
In the YouTube response, the FC principals admit they have not visited ANY of the Company’s parks since
FC has inflicted damage on the Company by forcing the expenditure of precious resources to engage in this needless process. They have also created anxiety among the employees of the parks that are wondering what the future holds for them. FC’s apparent disregard for the Company and its employees should make any
Our Shareholder Friendly Actions and Corporate Governance Improvements
As noted in the timeline, the Board has been actively working on initiatives we believe are in the best interests of ALL Parks! America shareholders, including:
- Prudently executing a leadership succession plan in
May 2022 , even asMr. Van Voorhis sought FC’s assistance to entrench himself as the Company’s President and CEO. - Hiring
Ms. Brady , with her unique experience of operating smaller leisure businesses with her spouse, combined with amusement industry operational and capital markets experience at both Cedar Fair andKey Bank . - Adopting a Policy on Insider Trading (
February 2023 ) and a Code of Conduct (December 2023). - Holding its first Annual Meeting of Shareholders in 14 years and becoming DTC FAST eligible (significant steps in reversing lack of shareholder friendly actions under
Mr. Van Voorhis’s leadership). - Not capitulating to FC’s unreasonable demands to take over the Company without owning the majority of the Company’s stock or presenting a reasonable operating plan.
- Proposing or adding four new board members since
November 2021 (appointingMs. Brady andRichard Ruffolo inNovember 2021 ; nominatingJon M. Steele , an attorney and longtime shareholder; and recommending in favor ofGeoff Gannon , FC principal, in the Board’s recommendation for the Annual Meeting in June 2024).
The Parks! America Plan
Continue to operate the business in a manner that benefits all
- Capital deployment plans consistent with overall creation of value for all
Parks! America shareholders. - Allocate capital in a manner that each location can support based on its own prospects.
Ms. Brady implemented this approach with the fiscal 2023 and 2024 capital spending plans, making appropriate adjustments to address the needs of theGeorgia park after devastation of theMarch 2023 tornado. - New attractions in 2023 and 2024. The
Georgia park added new, modernized lemur, aviary and squirrel monkey exhibits in 2023, rebuilt and modernized the wolf exhibit after the tornado damage in 2023, and added a new carnivore night house, capybara encounter and additional sidewalk and fencing restoration in 2024. InMissouri , we made additional enhancements including: a new, modern otter exhibit in 2023, and a nature-walk, a fish feeding experience and new animal encounter areas in 2024. TheTexas park added a fourth pasture for feeding zebras and camels in 2023, and has nearly completed infrastructure projects focused on zookeeper efficiency and safety, as well as upgrading the electrical infrastructure in 2024. In 2024, we have also expanded shade structures at all three parks to enhance the guest experience. - Continuing to enhance our marketing and advertising initiatives, with a heavy emphasis on using digital technology to reach our target markets and drive return on investment for our advertising dollars. We have also expanded efforts to include the unique perspectives of our zookeeper staff and their love of caring for our animal residents to augment our social media marketing efforts.
- Upgraded our ticketing platforms to allow for in-season and off-season dynamic pricing, driving more revenue per customer during busier attendance periods, while seeking to increase customer traffic during traditionally lower periods. This change also significantly reduced the transaction fees our customers are charged for online bookings and purchases.
- A commitment to hold quarterly conference calls and Annual Stockholders meetings.
- Strategic asset reviews, which will be discussed in greater detail at our Annual Stockholders meetings.
- Continuous process improvement on the workplace culture and customer service experience at all our parks. These aspects of the business were seriously neglected prior to
Ms. Brady .
In our recently filed proxy statement, we have included a new director nominee, who is also a longtime shareholder, and have recommended in favor of one nominee from the FC slate. We are committed to providing shareholder representation on the Board. And if the nominations of our slate of directors garner the necessary votes in the upcoming Annual Meeting on
We Believe the Choice Is Clear
While FC has promised a one-time dividend and other return of cash to shareholders, we believe their plans reflect a “case study” approach, which has tremendous execution risk. This execution risk is significantly multiplied due to their proposed team’s complete lack of operational experience and “throw the baby out with the bath water” approach to the existing Board and management team.
The current Parks! America Board has demonstrated the willingness to make difficult decisions benefitting all stockholders and stakeholders, while we believe
Running a public company like
We have enjoyed speaking with many of you over the last several weeks and months and encourage anybody that has further questions to reach out directly to either
We appreciate your support and are looking forward to the Annual Meeting on
About
Additional information, including our Annual Report on Form 10-K for the fiscal year ended
Cautionary Note Regarding Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of
Important Additional Information
The Company, its directors, nominees and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with any matters to be considered at the upcoming annual meeting of stockholders, scheduled to be held on
Contacts:
President and Chief Executive Officer
(706) 663-8744
Chief Financial Officer
(706) 663-8744
Source:
2024 GlobeNewswire, Inc., source