Business Combinations (Tables)

9 Months Ended

Oct. 30, 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	$	853,219
Contingent consideration (1)		13,794
Less: cash acquired		(34,541	)

Total consideration paid	$	832,472

Assets:
Current assets		16,820
Property and equipment		338,275
Operating lease right of use assets		282,742
Tradenames		99,200
Other assets and deferred charges		5,841
Liabilities:
Accounts payable		20,118
Current portion of operating lease liabilities		11,651
Accrued liabilities		41,977
Operating lease liabilities		321,074
Deferred tax liabilities		23,696
Other liabilities		6,273

Net assets acquired, excluding goodwill	$	318,089

Goodwill	$	514,383

(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 (undiscounted) and will be paid to the selling shareholders in cash. The contingent consideration was initially valued based on the present value of 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	$	(2,866	)		5-10
Tradenames		99,200			Indefinite

Total acquisition-related intangible assets	$	96,334

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			Thirty-Nine Weeks Ended
	October 31, 2021			10/30/2022		10/31/2021
Revenues	$	398,912		$	1,601,279	$	1,240,263
Net income	$	(7,395	)	$	86,740	$	62,313