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MERGER (Tables) | 6 Months Ended
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Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The purchase consideration was allocated to the following assets and liabilities.
| Amount
Tangible assets acquired and liabilities assumed: |
Cash and marketable securities | $ | 68,748 |
Accounts receivable | 79,086 |
Prepaid expenses | 7,807 |
Income tax receivable | 4,566 |
Property, plant & equipment, net | 1,551 |
Other assets | 6,950 |
Accounts payable | (9,798) |
Deferred revenue | (60,768) |
Accrued expenses and other current liabilities | (110,004) |
Income tax payable | (2,091) |
Notes payable | (172,038) |
Deferred tax liabilities | (138,613) |
Other liabilities | (8,474) |
Total tangible assets acquired and liabilities assumed | (333,078) |
Intangible assets | 562,100 |
Goodwill | 821,277 |
Net assets acquired | $ | 1,050,299 |
Consideration: |
Cash | $ | 440,155 |
Equity | 411,453 |
Total consideration attributable to System1 | 851,608 |
Total consideration attributable to NCI | 198,691 |
Total consideration | $ | 1,050,299 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The intangible assets as of the closing date of the acquisition included:
| Amount |  | Weighted Average Useful Life (in Years)
Trademarks | $ | 246,400 |  |  | 10
Customer relationships | 119,700 |  |  | 4
Technology | 196,000 |  |  | 4
Total | $ | 562,100 |  |  |
Schedule of Pro Forma Net Revenue and Net Income | The following table provides unaudited pro forma information as if the Merger and other acquisitions occurred as of January 1, 2021. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, adjustments for transaction expenses, adjustments for certain stock-based compensation and equity related expenses incurred as a result of the transaction and the resulting tax effects, as if the Merger and acquisitions of Answers, CouponFollow and RoadWarrior (each as defined in Note 4—ACQUISITIONS) occurred January 1, 2021. The pro forma results do not include any anticipated cost synergies or other effects of the merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company.
| Three months ended |  | Six months ended
| June 30, 2022 |  | June 30, 2021 |  | June 30, 2022 |  | June 30, 2021
Pro forma revenue | $ | 219,912 |  |  | $ | 219,031 |  |  | $ | 455,836 |  |  | $ | 412,232 |
Pro forma net (loss) | $ | (20,474) |  |  | $ | (41,112) |  |  | $ | (25,436) |  |  | $ | (140,549) |

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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 characteristics, including initial carrying value, residual amount, weighted average useful life, of finite-lived intangible assets acquired during the period by major class. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + 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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