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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Acquisitions

NOTE 4. ACQUISITIONS

 

Tabacón Thermal Resort & Spa

On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of ITA, pursuant to which we acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of $108.3 million, which is net of customary post-closing adjustments for indebtedness, deferred revenue, working capital, and other specified matters in the Share Purchase Agreement. ITA is the owner and operator of Tabacón, an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. We funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility (as defined in Note 11 – Debt and Finance Lease Obligations).

The following table summarizes the preliminary allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition. The purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date) as the valuation of property and equipment and intangible assets is finalized:

(in thousands)

 

Acquisition Date Estimated Fair Value

 

Total cash consideration paid by Pursuit Attractions and Hospitality, Inc.

 

$

108,280

 

 

 

 

 

Allocation of total estimated purchase consideration:

 

 

 

Current assets

 

$

3,040

 

Property and equipment

 

 

70,892

 

Goodwill

 

 

41,966

 

Identifiable intangible assets

 

 

7,100

 

Liabilities

 

 

(14,718

)

Net assets acquired

 

$

108,280

 

 

Under the acquisition method of accounting, the cash consideration we paid, as shown in the table above, is allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values. The process of estimating the fair value of the property and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to the opportunity for us to expand into a new geography with future growth opportunities when combined with our other businesses. Additionally, Costa Rica represents an operation which we expect will generate revenue more evenly over the course of the calendar year to complement to our existing North American operations. Goodwill is not deductible for tax purposes.

Intangible assets acquired include $4.9 million for the Tabacón trade name, which we consider to be an indefinite-lived intangible asset, and $2.2 million for acquired travel agency relationships, which have an amortizable life of 15 years.

Transaction costs associated with the acquisition were $1.1 million during the nine months ended September 30, 2025, which are included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The financial results of Tabacón are consolidated in our financial statements prospectively from the date of acquisition on July 1, 2025.

The following unaudited pro forma summary presents consolidated financial information of Pursuit as if the acquisition with Tabacón had occurred on January 1, 2024 (the beginning of the fiscal year preceding the fiscal year in which the acquisition occurred). These pro forma amounts include tax-effected adjustments for: (i) additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and identifiable intangible assets had been applied from January 1, 2024; (ii) transaction and business integration related costs; and (iii) interest expense associated with financing the transaction, assuming the entire cash purchase price would have been borrowed and outstanding for the full pro forma periods presented and interest charged would have been at rates similar to those prevalent under Pursuit’s 2025 Revolving Credit Facility. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on January 1, 2024.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 30, 2024

 

 

September 30, 2025

 

Pro forma total revenue

 

$

188,024

 

 

$

340,836

 

 

$

410,983

 

Pro forma net income attributable to Pursuit

 

$

48,121

 

 

$

53,201

 

 

$

49,414

 

Jasper SkyTram

On December 31, 2024, we acquired 100% of the equity interests in the Jasper SkyTram attraction in Jasper National Park for total cash consideration of $23.7 million Canadian dollars (approximately $16.5 million U.S. dollars), which includes a renewable long-term lease with Parks Canada, with nearly 30 years remaining. The Jasper SkyTram ascends 2,263 meters (8,081 feet) up Whistlers Mountain while offering 360-degree national park views just outside the town of Jasper and in close proximity to our Jasper lodges. On-site amenities include an interpretive boardwalk, easy access to hiking trails, and light culinary offerings.

The following table summarizes the preliminary allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition. During the nine months ended September 30, 2025, we made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation. The purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date) as the valuation of property and equipment and intangible assets is finalized.

(in thousands)

 

Acquisition Date Estimated Fair Value

 

Purchase price paid as:

 

 

 

Cash

 

$

16,129

 

Holdback

 

 

347

 

Total consideration paid by Pursuit Attractions and Hospitality, Inc.

 

$

16,476

 

 

 

 

 

Allocation of total estimated purchase consideration:

 

 

 

Property and equipment

 

$

2,309

 

Identifiable intangible assets

 

 

13,487

 

Goodwill

 

 

680

 

Total assets acquired

 

$

16,476

 

Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to future growth opportunities when combined with our other businesses. Goodwill is deductible for tax purposes.

The following table details the Jasper SkyTram purchase price allocated to intangible assets acquired:

(in thousands)

 

Amount

 

 

Weighted Average Life

Operating licenses

 

$

13,278

 

 

27 years

Trade name

 

 

209

 

 

5 years

Total

 

$

13,487

 

 

27 years

Transaction costs associated with the acquisition were $0.4 million during 2024, which are included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The acquired assets have been included in the Condensed Consolidated Financial Statements prospectively from the date of acquisition.