Business Combinations (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands):


	At March 8, 2021
Assets Acquired
Cash		$	171,294
Accounts receivable		11,277
Inventories		14,661
Other current assets		52,233
Property and equipment		1,018,647
Operating lease right-of-use assets		833,812
Investments		7,673
Other assets		33,664
Intangibles - trade name		994,200
Intangibles - technology & customer relationships		91,928
Goodwill		1,412,361
Total assets acquired		4,641,750
Liabilities Assumed
Accounts Payable and accrued liabilities		89,428
Accrued employee costs		36,992
Construction advances		60,333
Deferred revenue		66,232
Other current liabilities		7,821
Long-term debt		535,096
Deemed landlord financing		179,840
Operating lease liabilities		1,023,338
Other long-term liabilities		23,538
Deferred tax liabilities		133,502
Net assets acquired		$	2,485,630
Goodwill allocated to other business units		563,220
Total purchase price and consideration transferred in the merger		$	3,048,850

Business Acquisition, Pro Forma Information

The following table presents supplemental pro-forma information for the three months ended March 31, 2021 and 2020 as if the merger with Topgolf had occurred on January 1, 2020. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information. For this analysis, the Company assumed that gains and costs associated with the merger, including a gain of $252,531,000 recognized on the Company's pre-acquisition investment in Topgolf, acquisition costs of $15,755,000 and a valuation allowance of $38,927,000 against certain net operating losses and tax credit carryforwards, in addition to the amortization of estimated intangible assets and other fair value adjustments, as well as the tax effect on those costs, were recognized as of January 1, 2020. Pre-acquisition net sales and net income amounts for Topgolf were derived from the books and records of Topgolf prepared prior to the acquisition and are presented for informational purposes only and do not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place as of the dates noted below.


	Three Months Ended March 31,
	2021		2020
	(in thousands)
Net revenues	$	794,565	$	666,134
Net income	$	44,216	$	165,749