Pursuit Attractions & Hospitality, Inc.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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Item 8. Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Pursuit Attractions and Hospitality, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pursuit Attractions and Hospitality, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and mezzanine equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2025, expressed a qualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill, Other Intangible Assets, and Long-Lived Assets – Flyover Attractions and Glacier Park Collection reporting units and Las Vegas Flyover Attraction asset group – Refer to Notes 1, 8 and 10 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company used a discounted expected future cash flow methodology to estimate the fair value of its reporting units, which requires management to make significant assumptions and estimates related to the discount rate and expected forecasts of future cash flows, including revenues and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins (“forecasts”). Changes in these assumptions and estimates could have a significant impact on either the fair value, the amount of goodwill impairment charge, or both. As of the October 31, 2024 annual testing date, the carrying value of the Flyover Attractions reporting unit was in excess of its estimated fair value, and as a result, the Company recorded an impairment charge of $14.0 million during the year ended December 31, 2024. The estimated fair value over the carrying value for the Glacier Park Collection reporting unit was 11%.
The Company’s long-lived assets are tested for impairment whenever events or changes in circumstances or operating results indicate that the carrying values of the long-lived assets might not be recoverable. The evaluation of the Las Vegas Flyover Attraction asset group for impairment required management to make significant assumptions and estimates related to the discount rate and forecasts. Changes in these assumptions and estimates could have a significant impact on either the fair value, the amount of asset impairment charge, or both. As of October 31, 2024, the sum of the undiscounted cash flows was less than the carrying value for the Las Vegas Flyover attraction asset group. The Company then determined the estimated fair value of the Las Vegas Flyover attraction asset group based upon a discounted cash flow analysis using the income approach. The carrying value of the Las Vegas Flyover Attraction asset group was in excess of its estimated fair value, and as a result, the Company recorded an asset impairment charge of $27.5 million. The estimated fair value over the carrying value for the Glacier Park Collection reporting unit was 11%.
Given the significant judgments made by management to estimate the fair value of the Flyover Attractions and Glacier Park Collection reporting units and the Las Vegas Flyover Attraction asset group, performing audit procedures to evaluate the reasonableness of management’s assumptions and estimates related to selection of the discount rates and forecasts required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the selection of the discount rates and forecasts used by management to estimate the fair value of the Flyover Attractions and Glacier Park Collection reporting units and the Las Vegas Flyover Attraction asset group included the following:
We tested the effectiveness of controls over management’s goodwill, intangible assets, and long-lived asset impairment evaluations, including those over the determination of the fair value of the reporting units and the Las Vegas Flyover Attraction asset group, such as the controls related to management’s selection of the discount rates and forecasts.
We evaluated management’s ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management’s historical forecasts.
We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results of the Company, (2) internal communications to management, and (3) forecasted information included in industry reports of the Company.
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies used and (2) discount rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.
/s/ Deloitte & Touche LLP
Tempe, Arizona
March 17, 2025
We have served as the Company’s auditor since at least 1929; however, an earlier year could not be reliably determined.
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