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Business Combinations | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Business Combinations | Note 5. Business Combinations On November 30, 2022, we completed our acquisition of JUMP Technology (“JUMP”), acquiring 100% of the outstanding common shares and voting interest in JUMP. We believe the acquisition will strengthen our position to become an industry-leading provider of innovative, end-to-end solutions to investment management companies globally. The total purchase consideration for the acquisition of JUMP was €75 million in cash, which approximated to $77.1 million based on the exchange rate at the time of acquisition. A total of €67.5 million cash was paid as purchase consideration upon completion of the acquisition. The Share Purchase Agreement includes an indemnification holdback which requires the remaining €7.5 million cash to be paid as purchase consideration over the subsequent two years subject to no indemnification claims being submitted. We expensed acquisition-related costs in the amount of $1.7 million in general and administrative expenses in 2022. We have accounted for this transaction as a business combination and allocated the fair value of the consideration to the tangible and intangible assets acquired as well as liabilities assumed, based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities was recorded as goodwill. The preliminary allocated fair value is summarized as follows (in thousands):
|  | Fair Value |
Cash and cash equivalents |  | $ | 4,353 |
Short-term investments |  |  | 1,832 |
Accounts receivable |  |  | 3,186 |
Operating lease right-of-use asset |  |  | 3,715 |
Other assets |  |  | 5,776 |
Intangible assets |  |  | 28,890 |
Goodwill |  |  | 42,450 |
Operating lease liability |  |  | (3,622 | )
Deferred tax liability |  |  | (5,670 | )
Other liabilities |  |  | (3,765 | )
Total consideration |  |  | 77,145 |
Deferred consideration related to indemnification holdback |  |  | (6,999 | )
Cash acquired |  |  | (4,353 | )
Cash paid for acquisition of business, net of cash acquired |  | $ | 65,793 |
We expect to finalize the allocation of the purchase consideration as soon as practicable, pending finalization of taxes and any other adjustments related to acquired assets or liabilities, but no later than 12 months from the Acquisition Date. Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating JUMP technology into our platform and strengthening our ability to serve a global customer base and accelerate delivery of solutions to investment management companies. The goodwill is not expected to be deductible for income tax purposes. The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
|  | Fair Value |  |  | Estimated Useful Life
Developed technology |  | $ | 24,317 |  |  | 7 years
Customer relationships |  |  | 4,261 |  |  | 13 years
Trade name / Trademarks |  |  | 312 |  |  | 2 years
Total |  | $ | 28,890 |  |  |
The identified intangible assets are measured at fair value as Level III in accordance with the fair value hierarchy. Revenue of $2.7 million and net income of $1.1 million is included in our consolidated statements of operations for the year ended December 31, 2022. Pro forma information has not been presented as disclosure is impracticable due to JUMP's historical financial statements not being prepared in accordance with US GAAP. A total of 3,200,000 RSU equity awards were granted to JUMP employees on November 30, 2022 and are recognized separately from the acquisition of assets and assumptions of liabilities related to JUMP. The Company estimated the fair value of each RSU awarded using the closing price of the Company's shares on the NYSE on November 30, 2022. The RSUs are either subject to time-based vesting conditions and vest over four years, or subject to performance-based vesting and vest upon achievement of targets tied to annual revenue growth in 2023. A total of $1.8 million equity-based compensation related to JUMP employees is recorded in general and administrative expenses for the year ended December 31, 2022.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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