Business Combinations (Tables)

6 Months Ended

Jul. 31, 2022

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