Business Combinations (Tables)

3 Months Ended

Apr. 30, 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:


	Amount
Gross cash consideration	$	853.2
Contingent consideration (1)	13.8
Less: cash acquired	(34.5)
Total consideration paid	$	832.5
Assets:
Current assets	16.8
Property and equipment	338.3
Operating lease right of use assets	297.2
Tradename	99.2
Other assets and deferred charges	5.8
Liabilities:
Accounts payable	20.1
Current portion of operating lease liabilities	11.6
Accrued liabilities	41.2
Operating lease liabilities	279.2
Deferred tax liabilities	35.8
Other liabilities	6.3
Net assets acquired, excluding goodwill	$	363.1
Goodwill	$	469.4

(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 $14.6 (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 January 31, 2022:


	Thirteen Weeks Ended
	May 1, 2022
Revenues	$	575.5
Net income	$	71.6