Business Combinations

6 Months Ended

Jul. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations On June 29, 2022, the Company acquired Main Event for net cash and contingent consideration. Main Event is also focused on food, drinks, and entertainment, largely for the demographic target of families with young children. The acquisition is expected to put the Company in a strategic position for accelerated, profitable growth in both brands as well as create cost synergies with our Dave & Buster’s brand. We finalized our accounting for the Main Event Acquisition during the twenty-six weeks ended July 30, 2023.

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	16.9
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	41.6
Operating lease liabilities	279.2
Deferred tax liabilities	35.8
Other liabilities	6.5
Net assets acquired, excluding goodwill	$	362.6
Goodwill	$	469.9

(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. This amount is based on the present value of the maximum amount provided in the Merger Agreement.

Unaudited Pro Forma Information

To reflect the Acquisition as if it had occurred on January 31, 2022, the unaudited pro forma results include adjustments to reflect, among other things, the interest expense from debt financings obtained to partially fund the cash consideration transferred. Pro forma adjustments were tax effected at the Company’s historical statutory rates in effect for the respective periods. The unaudited pro forma amounts are not necessarily indicative of the combined results of operations that would have been realized had the acquisitions and related financings occurred on the aforementioned dates, nor are they meant to be indicative of any anticipated combined results of operations that the Company will experience after the transaction. In addition, the amounts do not include any adjustments for actions that may be taken following the completion of the transaction, such as expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the transaction.

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		Twenty-Six Weeks Ended
	July 31, 2022		July 31, 2022
Revenues	$	544.6	$	1,120.1
Net income	$	20.4	$	92.7

The historical consolidated financial information of the Company and Main Event, as presented in the table above, has been adjusted to give effect to pro forma events that are directly attributable to the acquisition and related financing arrangements and are factually supportable.