Acquisitions And Dispositions |
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| ACQUISITIONS AND DISPOSITIONS | NOTE 4. ACQUISITIONS AND DISPOSITIONS Flyover Attractions On July 31, 2026, Pursuit completed the Flyover Attractions Sale to Brogent pursuant to the Flyover Sale Agreement for a purchase price of approximately $75.0 million in cash, subject to post-closing adjustments. As of June 30, 2026, the assets and liabilities of the Flyover Attractions are presented as current assets held for sale and current liabilities held for sale on the Company’s Condensed Consolidated Balance Sheet. Subsequent to being classified as held for sale, the total assets and liabilities combined with the related accumulated other comprehensive loss of the Flyover Attractions (the “Disposal Group”) were recorded at the lower of their historical carrying values or the estimated net purchase price of the Flyover Attractions Sale less costs to sell. As of June 30, 2026, the historical carrying values of the Disposal Group exceeded the estimated net purchase price of the Flyover Attractions less costs to sell. As a result, the Company recorded an impairment of the Disposal Group, with an associated valuation allowance on the net assets of the Disposal Group, of approximately $3.1 million during the three and six months ended June 30, 2026, which was presented within other (income) expense, net on the Company’s Condensed Consolidated Statements of Operations. The Company does not report the Flyover Attractions as a discontinued operation. The major classes of assets and liabilities of the Disposal Group as of June 30, 2026, consisted of the following:
Tabacón Thermal Resort & Spa On July 1, 2025, the Company entered into the Tabacón Purchase Agreement with the shareholders of ITA, pursuant to which the Company acquired all of the issued and outstanding shares of ITA for an aggregate purchase price of $108.6 million, which is net of customary post-closing adjustments for indebtedness, deferred revenue, working capital, and other specified matters in the Tabacón 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. The Company funded the purchase price primarily with borrowings under the 2025 Revolving Credit Facility (see Note 8 – Debt and Finance Lease Obligations for further details). The following table summarizes the allocation of the aggregate purchase price and amounts of assets acquired based upon the estimated fair value at the date of acquisition:
Under the acquisition method of accounting, the cash consideration the Company 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 the Company to expand into a new geography with future growth opportunities when combined with other businesses. Additionally, Costa Rica represents an operation which the Company expects will generate revenue more evenly over the course of the calendar year to complement the Company’s existing North American operations. Goodwill is not deductible for tax purposes. Intangible assets acquired include $4.9 million for the Tabacón trade name, which the Company considers to be an indefinite-lived intangible asset, and $2.2 million for acquired travel agency relationships, which have an amortizable life of 15 years. The financial results of Tabacón are consolidated in the Company’s financial statements prospectively from the date of acquisition on July 1, 2025. |
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