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Business Combinations (Tables) | 6 Months Ended
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Jul. 31, 2022
Business Combinations [Abstract] |
Summary of Purchase Price and Net Assets Acquired in the Acquisition | The components of the purchase price and net assets acquired in the Main Event Acquisition are as follows:
|  | Amount |
Gross cash consideration |  | $ | 857,293 |
Contingent consideration (1) |  |  | 14,628 |
Less: cash acquired |  |  | (34,541 | )
Total consideration paid |  | $ | 837,380 |
Assets: |  |  |  |
Current assets |  |  | 16,820 |
Property and equipment |  |  | 339,046 |
Operating lease right of use assets |  |  | 285,422 |
Deferred tax assets |  |  | 16,876 |
Tradenames |  |  | 111,100 |
Other assets and deferred charges |  |  | 4,263 |
Liabilities: |  |  |  |
Accounts payable |  |  | 20,118 |
Current portion of operating lease liabilities |  |  | 11,475 |
Accrued liabilities |  |  | 42,154 |
Operating lease liabilities |  |  | 312,193 |
Other liabilities |  |  | 6,272 |
Net assets acquired, excluding goodwill |  | $ | 381,315 |
Goodwill |  | $ | 456,065 |
(1) | The Company has an obligation to pay, in cash, an aggregate amount equal to any “Transaction Tax Benefits,” with respect to any taxable year of the Company after the Closing Date ending on or before December 31, 2028, including the current taxable year. Transaction Tax Benefits is generally defined as any reduction in the Company’s liabilities for U.S. federal and state income taxes due to the use of net operating losses generated prior to the Closing Date. The contingent consideration could range from $0 (if no Transaction Tax Benefits are achieved) to a cap, as defined in the Merger Agreement of approximately $14,600 and will be paid to the selling shareholders in cash. The contingent consideration was initially valued based on the maximum amount provided in the Merger Agreement pending completion of the valuation analysis.
Summary of Acquisition-related Intangible | The preliminary fair values of acquisition-related intangible assets are as follows:
|  | Amount |  |  | Useful Life(Yrs) |
Favorable/unfavorable lease contracts, net |  | $ | 8,694 |  |  |  | 5-10 |
Tradenames |  |  | 111,100 |  |  |  | Indefinite |
Total acquisition-related intangible assets |  | $ | 119,794 |  |  |  |  |
Summary of Unaudited Pro Forma Information Provides the Effect of the Main Event Acquisition | The following unaudited pro forma information provides the effect of the Main Event Acquisition as if the acquisition had occurred on February 1, 2021:
|  | Thirteen Weeks Ended |  |  | Twenty-six Weeks Ended |
|  | July 31, 2022 |  |  | August 1, 2021 |  |  | July 31, 2022 |  |  | August 1, 2021 |
Revenues |  | $ | 544,554 |  |  | $ | 486,769 |  |  | $ | 1,120,074 |  |  | $ | 841,351 |
Net i ncome |  | $ | 12,621 |  |  | $ | 53,687 |  |  | $ | 84,822 |  |  | $ | 69,572 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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