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Business Combination — Acquisition of Main Event
 12 Months Ended
Feb. 04, 2024
Business Combination and Asset Acquisition [Abstract]  
Business Combination — Acquisition of Main Event Business Combination — Acquisition of Main Event
On June 29, 2022, the Company acquired Main Event for net cash and contingent consideration. Main Event is also focused on entertainment, food and drinks, largely for the demographic target of families with young children. The acquisition puts the Company in a strategic position for accelerated, profitable growth in both brands as well as creates cost synergies with our Dave & Buster’s brand. We finalized our accounting for the Main Event Acquisition in the second quarter of fiscal 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$832.5 
Assets:
Current assets$16.9 
Property and equipment338.3 
Operating lease right of use assets297.2 
Tradenames99.2 
Other assets and deferred charges5.8 
Less Liabilities:
Accounts payable20.1 
Current portion of operating lease liabilities11.6 
Accrued liabilities41.6 
Operating lease liabilities279.2 
Deferred tax liabilities35.8 
Other liabilities6.5 
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 was based on the present value of the maximum amount provided in the Merger Agreement. As of February 4, 2024, the remaining unpaid balance of the contingent consideration of $0.6 was included in accrued liabilities on the consolidated balance sheet.
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 at the beginning of fiscal 2022:
Fiscal Year Ended
January 29, 2023
Total revenues$2,165.0 
Net income$88.2 
The historical consolidated financial information of the Company and Main Event has been adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the acquisition and related financing arrangements and are factually supportable.