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Business Combination — Acquisition of Main Event (Tables) | 12 Months Ended
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Jan. 29, 2023
Business Combination and Asset Acquisition [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:
| January 29, 2023
Gross cash consideration | $ | 853,219 |
Contingent consideration (1) | 13,794 |
Less: cash acquired | (34,541) |
Total consideration | $ | 832,472 |
Assets: |
Current assets | $ | 16,820 |
Property and equipment | 338,275 |
Operating lease right of use assets | 293,924 |
Tradenames | 99,200 |
Other assets and deferred charges | 5,841 |
Less Liabilities: |
Accounts payable | 20,118 |
Current portion of operating lease liabilities | 11,651 |
Accrued liabilities | 41,196 |
Operating lease liabilities | 279,213 |
Deferred tax liabilities | 34,975 |
Other liabilities | 6,273 |
Net assets acquired, excluding goodwill | $ | 360,634 |
Goodwill | $ | 471,838 |
(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 are 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 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:
| Fiscal Year Ended January 29, 2023 |  | Fiscal Year Ended January 30, 2022 |  |  |  |  |  |
Total revenues | $ | 2,165,040 |  |  | $ | 1,681,605 |  |  |  |  |  |  |
Net Income | $ | 88,173 |  |  | $ | 75,744 |  |  |  |  |  |  |

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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 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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