Pursuit Attractions & Hospitality, Inc.

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements (Condensed Consolidated Financial Statements) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or United States Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025 (“2024 Form 10-K”).

The Condensed Consolidated Financial Statements include the accounts of Pursuit and its subsidiaries. We have eliminated all significant intercompany account balances and transactions in consolidation.

Certain prior year balances have been reclassified to conform to current year presentation.

Nature of Business

We are a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable travel experiences in iconic destinations. We are managed on a consolidated basis for purposes of assessing performance and making operating decisions. Accordingly, we are deemed to be a single operating segment.

On October 20, 2024, Pursuit (formerly known as Viad Corp) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with TL Voltron, LLC, a Delaware limited liability company (“Truelink Capital”), pursuant to which Truelink Capital agreed to purchase all of the outstanding equity interests held by the Company in its subsidiaries comprising the Company’s former GES Exhibitions and Spiro reportable segments (the “GES Business”). The aggregate purchase price was$535 million, consisting of a base purchase price of$510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, and a deferred purchase price of$25 million payable by Truelink Capital to the Company one year after the closing date.

On December 31, 2024, we completed the sale of the GES Business to Truelink Capital (“GES Sale”) and relaunched Viad Corp as Pursuit Attractions and Hospitality, Inc., a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations. We began trading under a new NYSE ticker symbol, PRSU, on January 2, 2025.

We determined that the sale of the GES Business met the criteria to be classified as a discontinued operation. Accordingly, we have accounted for the GES Business as a discontinued operation in this Quarterly Report on Form 10-Q. All amounts and disclosures for all periods presented reflect only the continuing operations of the Company unless otherwise noted. See Note 5 –Discontinued Operationsfor additional information.

On July 1, 2025, we entered into a Share Purchase Agreement with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”), pursuant to which we acquired all of the issued and outstanding shares of ITA. ITA is the owner and operator of Tabacón Thermal Resort & Spa (“Tabacón”), an eco-luxury resort spanning 570 acres of rainforest which features two thermal river attractions, located in the Arenal region of Costa Rica. Tabacón features 105 rooms, an internationally renowned spa, and signature culinary experiences. See Note 4 –Acquisitions for additional information. The financial results of Tabacón are consolidated in our financial statements prospectively fromthe date of acquisition.

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and costs and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill and intangible assets and long-lived assets; allowance for uncollectible accounts receivable; sales reserve allowances; provision for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; and the allocation of purchase price of acquired businesses. These estimates are inherently based on judgment and information currently available. Actual results could differ from these and other estimates.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents are highly-liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash and bank demand deposits.

Cash, cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows include:

Insurance Recoveries

Receipts from insurance up to the amount of the recognized losses are considered recoveries and are accounted for when they are probable of receipt. Anticipated proceeds in excess of the recognized loss are considered a contingency gain. A contingency gain for anticipated insurance proceeds in excess of losses already recognized is not recognized until all contingencies relating to the insurance claim have been resolved.

On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and wildfires entered the Jasper townsite on July 24, 2024. Pursuit’s hotels and attractions in and near the Jasper townsite were not reached by the wildfires and remain intact except for the Maligne Canyon Wilderness Kitchen (“Wilderness Kitchen”), a restaurant and retail operation located about three miles outside the town of Jasper. In addition to the loss of the Wilderness Kitchen, food and beverage inventories at our properties throughout the region were spoiled and written off. We also incurred other costs related to restoration efforts.

During 2024, we recorded estimated losses incurred at our properties affected by the Jasper wildfires, and received approximately$13 million in insurance proceeds as a partial settlement relating to the losses, of which$3.8 million was allocated to the charge for the Wilderness Kitchen and$9.2 million was allocated against the insurance receivable for other losses incurred. During the nine months ended September 30, 2025, we received additional insurance proceeds relating to the losses of approximately $6.5 million. Additionally, during the three andnine months ended September 30, 2025, we received approximately$4.2 million in business interruption insurance proceeds, which were recorded as a gain included in “Other (income) expense, net” in the Condensed Consolidated Statements of Operations. As of September 30, 2025, total insurance proceeds received to date related to the Jasper wildfires were $23.7 million. We are still in the process of determining whether additional recoveries will be received for losses incurred or business interruption.

Immaterial Correction to Prior Period Financial Statements

During the three months ended June 30, 2025, we identified a multi-year error in the presentation of the Condensed Consolidated Statements of Comprehensive Income, which resulted from the inclusion of incorrect amounts of unrealized foreign currency translation adjustments. The error had no impact on any of the other Condensed Consolidated Financial Statements. We evaluated the error and concluded it was not material to prior periods, individually or in the aggregate. However, we corrected the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 to conform to the current year presentation.

The following table reflects the effects of the correction on all affected line items of the previously reported Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024:

(1) The “as previously reported” amounts for “comprehensive income attributable to non-redeemable noncontrolling interest” are a combination of the amounts previously reported under the financial statement line items for “comprehensive income attributable to non-redeemable noncontrolling interest” and “unrealized foreign currency translation adjustments.”

NOTE 2. REVENUE AND RELATED CONTRACT LIABILITIES

Contract Liabilities

Our performance obligations are short-term in nature and include the provision of a hotel room, an attraction admission, a chartered or ticketed bus or van ride, and/or the sale of food, beverage, or retail products. We recognize revenue when the service has been provided or the product has been delivered. When we extend credit, payment terms are generally within 30 days and contain no significant financing components.

A contract liability represents an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer before transferring control of those goods or services. We periodically receive customer deposits prior to transferring the related product or service to the customer, which are recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets. The contract liabilities are recognized as revenue upon satisfaction of the related contract performance obligation(s). The contract liabilities as of December 31, 2024 have been primarily recognized in revenue during 2025.

Disaggregation of Revenue

The following tables disaggregate revenue by major service and product lines, timing of revenue recognition, and markets served:

(1) Beginning on January 1, 2025, the Prince of Wales Hotel is reported as a part of the Banff Jasper Collection; whereas prior to 2025, the Prince of Wales Hotel was reported under the Glacier Park Collection. Prior year amounts for the three and nine months ended September 30, 2024 have been retrospectively adjusted to reflect this change.

(2) Tabacón (as defined in Note 4, Acquisitions) was acquired by Pursuit on July 1, 2025. Accordingly, the revenue of Tabacón is included in our results of operations prospectively from the date of acquisition.

NOTE 3. SHARE-BASED COMPENSATION

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Pursuit Attractions and Hospitality, Inc. Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards.

The following table summarizes share-based compensation expense:

(1)

The income tax benefit amount for all periods primarily reflects the tax benefit associated with shared-based compensation granted toour Canadian-based employees.

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 thepreliminary 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:

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.

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 thepreliminary 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.

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:

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.

NOTE 5. DISCONTINUED OPERATIONS

On December 31, 2024, Pursuit (formerly known as Viad Corp) completed the GES Sale and relaunched as Pursuit Attractions and Hospitality, Inc., a standalone attractions and hospitality company with a singular focus on delivering unforgettable experiences in iconic destinations.

We determined that the sale of the GES Business met the criteria under Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations to be classified as a discontinued operation as the sale represented a strategic shift that had a significant effect on our operations and financial results. Accordingly, the Condensed Consolidated Statements of Operations have been adjusted for all prior periods to reflect the GES Business as discontinued operations.

The following table summarizes the results of the GES Business presented within discontinued operations in the Condensed Consolidated Statements of Operations:

(1)

On December 31, 2024, in connection with the sale of the GES Business, we terminated and repaid in full all outstanding obligations (approximately $393 million) due under our previous $500 million credit facility with Bank of America, N.A. as administrative agent (the “2021 Credit Facility”) and all related liens and security interests were terminated, discharged and released. In accordance with ASC 205-20, we elected to allocate interest expense to discontinued operations for the 2021 Credit Facility and the related debt issuance costs that were not directly attributable to the GES Business. All of the interest expense and related debt issuance costs of the $400 million term loan were allocated to discontinued operations, and interest expense and debt issuance costs related to the $170 million revolving credit facility were allocated based on a ratio of net assets of the GES Business to the sum of our consolidated net assets and consolidated debt. We allocated interest expense to discontinued operations of $8.0 million and $25.6 million during the three and nine months ended September 30, 2024, respectively.

We incurred transaction costs in connection with the sale of the GES Business of$3.7 million and $6.1 million during the three and nine months ended September 30, 2024, respectively, which are included in discontinued operations. These costs primarily include third-party advisory, consulting, legal, and professional fees.

NOTE 6. OTHER CURRENT ASSETS

Other current assets consisted of the following:

NOTE 7. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

Depreciation expense was$10.6 million and$30.1 million during the three and nine months ended September 30, 2025, respectively. Depreciation expense was$10.1 million and$28.7 million during the three and nine months ended September 30, 2024, respectively.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The changes in the goodwill carrying amount include:

(1)

See Note 4 –Acquisitionsfor additional information.

Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. We use a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units for purposes of goodwill impairment testing. As of September 30, 2025, we do not believe there have been any significant changes to the outlook for the future years or to the risk profile of our reporting units that would indicate that goodwill impairment testing between annual tests is required.

Other intangible assets consisted of the following:

(1)

See Note 4 –Acquisitionsfor additional information.

Intangible asset amortization expense (excluding amortization expense of right-of-use (“ROU”) assets) was$0.9 million and$2.4 million during the three and nine months ended September 30, 2025, respectively. Intangible asset amortization expense was$0.7 million and$2.0 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the estimated future definite-lived intangible asset amortization expense includes:

NOTE 9. OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

NOTE 10. OTHER DEFERRED ITEMS AND LIABILITIES

Other deferred items and liabilities consisted of the following:

NOTE 11. DEBT AND FINANCE LEASE OBLIGATIONS

Debt and finance lease obligations consisted of the following:

(1)

Represents the weighted-average interest rate in effect as of the end of the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

See Note 17 –Leases and Other for additional information.

(3)

The estimated fair value of total debt and finance lease obligations was $126.9 million and$70.6 million as of September 30, 2025 and December 31, 2024, respectively. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. See Note 12 –Fair Value Measurements for additional information.

2025 Credit Agreement

On January 3, 2025, Pursuit, as a borrower, and Brewster Inc., an Alberta corporation and a co-borrower, entered into a credit agreement with Bank of America, N.A., as administrative agent, and the other lenders named in the agreement (as amended, the “2025 Credit Agreement”). The 2025 Credit Agreement initially provided for a$200 million revolving credit facility (the “2025 Revolving Credit Facility”) available in U.S. dollars, Canadian dollars, Euros and Pound sterling, with a maturity date of January 3, 2030.

On September 26, 2025, Pursuit, certain of its wholly-owned subsidiaries as co-borrowers, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, entered into an amendment to the 2025 Credit Agreement (the “Amendment”). The Amendment, among other things, (i) increased the principal amount of the revolving commitments under the 2025 Revolving Credit Facility by$100 million to$300 million, (ii) extended the maturity date to September 25, 2030, (iii) increased the maximum net leverage ratio to 3.0x (from 2.5x), (iv) removed the additional 10 basis point credit spread adjustment on Secured Overnight Financing Rate (“SOFR”) borrowings, and (v) added ITA as co-borrower and wholly-owned affiliates of ITA and Pursuit as guarantors. Borrowings from the 2025 Revolving Credit Facility will provide us with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes.

The 2025 Credit Agreement carries financial covenants as follows:

•

Maintain a total net leverage ratio no greater than 3.0 to 1.0; and

•

Maintain a fixed-charge coverage ratio no less than 1.25 to 1.0.

As of September 30, 2025, we were in compliance with all financial covenants under the 2025 Credit Agreement.

Interest rates for U.S. dollar borrowings are based on the SOFR. We also have the option to borrow U.S. funds based on the “Base Rate,” which for any day is the highest of the Fed Funds Rate plus 0.50%, Bank of America’s publicly-announced “prime rate,” and SOFR plus 1.00%.

Interest rates for Canadian dollar borrowings are based on the Canadian Overnight Repo Rate Average (“CORRA”) plus an additional credit spread adjustment of approximately 0.30% for a borrowing period of one-month’s duration or approximately 0.32% for three-month’s duration. We also have the option to borrow Canadian funds based on the “Canadian Prime Rate” which for any day is the higher of the per annum interest rate designated by Bank of America (acting through its Canada branch) from time to time as its prime rate for commercial loans made by it in Canada in Canadian dollars or the CORRA Rate for one-month’s duration as of such day, plus 1.00%.

Credit spreads for borrowings are based on our total net leverage ratio and range from 1.75% to 2.25% for SOFR and CORRA borrowings and from 0.75% to 1.25% for Base Rate and Canadian Prime Rate borrowings. Additionally, a 1.00% floor applies to the Base Rate and a 0% floor applies to the Canadian Prime Rate.

The 2025 Revolving Credit Facility includes an undrawn fee ranging from 0.25% to 0.35% that is based on our total net leverage ratio.

As of September 30, 2025, capacity remaining under the 2025 Revolving Credit Facility was$240.6 million, reflecting the$300 million total facility size, less$53.8 million of outstanding borrowings and$5.6 million in outstanding letters of credit.

Interest rates for borrowings in Pound sterling are based on the Sterling Overnight Index Average, and interest rates for borrowings in Euros are based on the Euro Interbank Offered Rate (“EURIBOR”), plus applicable credit spreads. No such borrowings had been made as of September 30, 2025.

Jasper Credit Facility

Effective May 16, 2023, Pursuit entered into a$27.0 million Canadian dollar (approximately$20.0 million U.S. dollars) credit facility (the “Jasper Credit Facility”). The Jasper Credit Facility provides for a $17.0 million Canadian dollar term loan (“Jasper Term Loan”) and a$10.0 million Canadian dollar revolving credit facility (“Jasper Revolving Credit Facility”). The Jasper Credit Facility matures on January 31, 2028.

The Jasper Credit Facility carries financial covenants as follows:

•

Maintain a pre-compensation fixed-charge coverage ratio of not less than 1.30 to 1.00; and

•

Maintain a post-compensation fixed-charge coverage ratio of not less than 1.10 to 1.00.

As of September 30, 2025, we were in compliance with all financial covenants under the Jasper Credit Facility.

Jasper Term Loan

The proceeds of the Jasper Term Loan reflect the outstanding balance under our prior Forest Park construction loan facility at the time it was converted to the Jasper Term Loan of$16.8 million Canadian dollars. The Jasper Term Loan bears interest at a 6.5% fixed rate.

Jasper Revolving Credit Facility

The proceeds of the Jasper Revolving Credit Facility are used to fund capital improvements. As of September 30, 2025, there were no outstanding borrowings, and capacity remaining under the Jasper Revolving Credit Facility was$10.0 million Canadian dollars (approximately$7.2 million U.S. dollars). The Jasper Revolving Credit Facility bears interest at the Canadian Prime Rate plus 2.25%.

Flyover Iceland Credit Facility

Effective February 15, 2019, Flyover Iceland ehf. (“Flyover Iceland”), a wholly-owned subsidiary of Esja Attractions ehf. (“Esja”), entered into a credit agreement with a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “Flyover Iceland Credit Facility”) with an original maturity date of March 1, 2022. The loan proceeds were used to complete the development of the Flyover Iceland attraction. The loan bears interest at the three month EURIBOR plus 5.5%.

Flyover Iceland entered into an addendum effective December 1, 2021 wherein the principal payments were deferred for twelve months beginning December 1, 2021, with equal quarterly principal payments due beginning December 1, 2022 and the maturity date was extended to September 1, 2027.

On February 27, 2024, Flyover Iceland reached an agreement to amend and extend the Flyover Iceland Credit Facility, wherein the principal payments were deferred for six months beginning March 1, 2024, with equal quarterly principal payments due beginning September 1, 2024 and a maturity date of September 1, 2029. The amended terms also include a modification of the financial covenants and an adjustment of the interest rate to three month EURIBOR plus 5.5%, decreasing to 4.9% once Flyover Iceland’s leverage ratio is below 4.00 to 1.00. As of September 30, 2025, we were in compliance with all financial covenants under the Flyover Iceland Credit Facility.

NOTE 12. FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.

The fair value of assets and liabilities measured at fair value on a recurring basis consisted of the following:

(1)

Other mutual funds are included in “Other investments and assets” in the Condensed Consolidated Balance Sheet.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. As of September 30, 2025, we did not hold any assets that required disclosure under the fair value guidance. See Note 11–Debt and Finance Lease Obligations for the estimated fair value of debt obligations.

NOTE 13. INCOME (LOSS) PER SHARE

The components of basic and diluted income (loss) per share consisted of the following:

(1)

Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or if-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income (loss) available to common stockholders and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. We apply the two-class method in calculating income (loss) per common share as unvested share-based payment awards that contain nonforfeitable rights to dividends and preferred stock are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) per share. The adjustment to the carrying value of the redeemable noncontrolling interest is reflected in income (loss) per common share.

We excluded the following weighted-average potential common shares from the calculations of diluted net income (loss) per common share during the applicable periods because their inclusion would have been anti-dilutive:

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes inaccumulated other comprehensive loss (“AOCL”) by component include:

Amounts reclassified from AOCL that relate to our defined benefit pension and postretirement plans include the amortization of prior service costs and actuarial net losses recognized during each period presented. We recorded these costs as components of net periodic cost for each period presented. See Note 16 –Pension and Postretirement Benefits for additional information.

NOTE 15. INCOME TAXES

Our effective tax rate was 16.8% and 22.7% for the three and nine months ended September 30, 2025, respectively. Our effective tax rate was 17.2% and 34.8% for the three and nine months ended September 30, 2024, respectively.

The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The amount and change of pre-tax income and loss recognized between jurisdictions impacted the reported effective tax rate for the nine months ended September 30, 2025, as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance, while recognizing tax expense in Canada, Costa Rica and Iceland.

During the nine months ended September 30, 2025, we recognized a tax benefit of $3.2 million associated with the release of valuation allowances recorded against Canadian net operating losses, as well as the termination of the Giltspur, Inc. Employees’ Pension Plan. During thenine months ended September 30, 2024, we recorded a $0.4 million expense to record estimated withholding taxes associated with repatriating all of Sky Lagoon’s earnings back to the United States and a valuation allowance against the tax credit generated from this withholding tax.

We paid net cash for income taxes of $18.4 million during thenine months ended September 30, 2025, of which $11.2 million was paid to U.S. federal and state taxing authorities and $5.2 million was paid to Canadian taxing authorities. We paid net cash for income taxes of $10.1 million during thenine months ended September 30, 2024, primarily to Canadian taxing authorities.

NOTE 16. PENSION AND POSTRETIREMENT BENEFITS

The components of net periodic benefit cost (gain) of our pension and postretirement benefit plans consisted of the following:

We expect to contribute $1.9 million to our funded pension plans, $1.4 million to our unfunded pension plans, and $0.8 million to our postretirement benefit plans in 2025. During thenine months ended September 30, 2025, we contributed $1.8 million to our funded pension plans, $1.3 million to our unfunded pension plans, and $0.5 million to our postretirement benefit plans. Additionally, during the nine months ended September 30, 2025, we completed the termination and settlement of the Giltspur, Inc. Employees’ Pension Plan, which resulted in a reclassification of previously recorded prior service cost and net actuarial loss within AOCL to other expense, net of approximately $5.4 million.

NOTE 17. LEASES AND OTHER

The balance sheet presentation of our operating and finance leases is as follows:

The components of lease expense consisted of the following:

Other information related to operating and finance leases are as follows:

As of September 30, 2025, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, include:

As of September 30, 2025, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that we own, include:

NOTE 18. LITIGATION, CLAIMS, CONTINGENCIES, AND OTHER

Litigation and Regulatory Proceedings

We are plaintiffs or defendants in various actions, proceedings, and pending claims, some of which involve, or may involve, compensatory, punitive, or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings, or claims could be decided against us. Although the amount of liability as of September 30, 2025 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.

On July 18, 2020, one of our off-road Ice Explorers was involved in an accident while enroute to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We immediately reported the accident to our relevant insurance carriers, who have supported our investigation and subsequent claims relating to the accident. In May 2023, we resolved charges from the Canadian office of Occupational Health and Safety in relation to this accident, resulting in fines and related payments in an aggregate amount of $0.5 million Canadian dollars (approximately $0.3 million U.S. dollars). We continue to manage our legal defense of various claims from the victims and their families. In addition, we believe that our reserves and, subject to customary deductibles, our insurance coverage is sufficient to cover potential claims related to this accident.

We are subject to various United States federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and we could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of September 30, 2025, we had environmental remediation liabilities of$1.1 million related to previously sold operations. Although we are a party to certain environmental disputes, we believe that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our financial position or results of operations.

Guarantees

As of September 30, 2025, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the Condensed Consolidated Financial Statements and relate to leased facilities and equipment leases entered into by our subsidiary operations. We would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary cannot meet its own payment obligations. The maximum potential amount of future payments that we would be required to make under all guarantees existing as of September 30, 2025 would be approximately $41.9 million. These guarantees relate to our leased equipment and facilities through December 2038. There areno recourse provisions that would enable us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which we could recover payments.

NOTE 19. NONCONTROLLING INTERESTS - REDEEMABLE AND NON-REDEEMABLE

Redeemable noncontrolling interest

On November 3, 2017, we acquired the controlling interest (54.5% of the common stock) in Esja, a private corporation in Reykjavik, Iceland. Subsequent to additional capital contributions, our equity ownership increased to 56.4%, which is our current equity ownership as of September 30, 2025. Through Esja and its wholly-owned subsidiary, we operate the Flyover Iceland attraction.

The minority Esja shareholders had the right to sell (or “put”) their Esja shares to us based on a multiple of 5.0x EBITDA as calculated on the trailing 12 months from the most recently completed quarter before the put option exercise. The put option was only exercisable after August 2022 (the “Reference Date”), and in the event the Flyover Iceland attraction had earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option was exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition had been met. If the Put Option Condition had not been met during the first Option Period, the Reference Date was extended for an additional 12 months up to three times. If the Flyover Iceland attraction had not achieved the Put Option Condition by December 31, 2024, the put option would expire. As of December 31, 2024, the Flyover Iceland attraction did not achieve the Put Option Condition and such option expired. The redeemable noncontrolling interest owned by Esja was reclassified to non-redeemable noncontrolling interest and is presented within stockholders’ equity in the Condensed Consolidated Balance Sheets.

The noncontrolling interest’s carrying value was determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. This value was benchmarked against the redemption value of the sellers’ put option. The carrying value was adjusted to the redemption value, provided that it did not fall below the initial carrying value, as determined by the purchase price allocation. We made a policy election to reflect any changes caused by such an adjustment to retained earnings (accumulated deficit), rather than to current earnings (loss).

Non-redeemable noncontrolling interest

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the equity ownership interest that we do not own. Changes in the non-redeemable noncontrolling interest consisted of the following:

(1)

During the three and nine months ended September 30, 2025, we purchased the remaining 20% equity ownership share of Glacier Park, Inc. that was held by a noncontrolling interest for $13.0 million. As a result, the difference between the balance of the noncontrolling interest at the time of purchase and the cash paid was recorded as an increase to additional capital on our Condensed Consolidated Balance Sheet.

(2)

Includes Mountain Park Lodges and the Golden Skybridge at Brewster, part of the Banff Jasper Collection.

NOTE 20. SEGMENT INFORMATION

On December 31, 2024, we completed the GES Sale. Prior to the GES Sale, our three operating segments comprised Pursuit, GES Exhibitions, and Spiro. As a result of the GES Sale, the operating results and cash flows for the GES Business have been classified as discontinued operations within the Condensed Consolidated Financial Statements for all periods presented. See Note 5 –Discontinued Operations for additional information. Following our relaunch as Pursuit, our Board of Directors appointed a new President and Chief Executive Officer, who is our chief operating decision maker (“CODM”).

An operating segment is defined as a component of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CODM manages the business on a consolidated basis and accordingly we have a single operating and reportable segment. We derive revenue through our collection of travel experiences including attractions and hospitality, along with integrated restaurants, retail, and transportation.

Our CODM assesses performance of our single reportable segment and decides how to allocate resources based on income from continuing operations, which is reported on the Condensed Consolidated Statements of Operations as “Income from continuing operations.” Our CODM uses income from continuing operations to monitor actual results versus our forecasted plan, which is used in assessing performance and in establishing management compensation.

The financial information, including significant single segment expense categories regularly provided to our CODM, are included in the following table including a reconciliation to income from continuing operations:

(1) Operating labor expenses consist of wages, incentives, benefits, and employer taxes.

(2) Other segment expenses, exclusive of depreciation and amortization, primarily include insurance expense, royalty fees, utilities, operating lease expense, property tax expense, credit card fees and certain overhead expenses.