On February 15, 2018, the Company acquired 100% of the equity of Soft Company for approximately $16.9 million (€13.6 million based on a EUR into USD exchange rate of 1.2392). The acquisition was funded using cash on hand and borrowings under the Company’s existing credit agreement. Soft Company, located in Paris, France, is an IT consulting company that specializes in providing IT services to finance, insurance, telecom, and media services companies. The acquisition of Soft Company is expected to enable the Company to expand its position in Europe and enhance its service offerings.

The Company has a contingent consideration liability related to an earn-out provision of which a portion will be payable in each period subject to the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2017, 2018, and 2019. There is no payout if the achievement on either target is below a certain target threshold. The fair value as of the February 15, 2018 acquisition date was determined to be $2.0 million. In the 2018 second quarter, the Company paid approximately $0.9 million relating to the earn-out based on the achievement by Soft Company of certain revenue and EBIT targets for fiscal 2017. The fair value of the remaining contingent consideration liability was determined to be approximately $1.5 million as of December 31, 2018. As such, the Company recorded $0.5 million and $0.1 million of selling, general and administrative expense during the 2018 third and fourth quarters, respectively. Approximately $1.1 million and $0.4 million of the remaining contingent consideration liability is recorded in “other current liabilities” and “other long-term liabilities”, respectively, on the December 31, 2018, consolidated balance sheet.

The acquisition date fair value of the consideration for the above transaction consisted of the following as of February 15, 2018:

(amounts in thousands)
Cash consideration	$	16,910
Fair value of contingent consideration		1,997
Fair value of purchase consideration	$	18,907

The following tables summarizes the allocation of the aggregate purchase consideration to the fair values of the assets acquired and liabilities assumed as of February 15, 2018:

(amounts in thousands)
Assets Acquired:
Cash	$	4,059
Accounts receivable		5,551
Prepaids & other		243
Property & equipment, net		53
Acquired intangibles		7,238
Goodwill		12,720
Total assets acquired	$	29,864

Liabilities Assumed:
Accounts payable	$	4,085
Accrued compensation		2,669
Other short-term liabilities		2,006
Deferred income taxes		1,827
Other long-term liabilities		370
Total liabilities assumed	$	10,957
Net assets acquired	$	18,907

The purchase consideration for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill, which is not deductible for income tax purposes. The goodwill balance of $12.7 million reflects a decrease of approximately $0.5 million from which was recorded at September 28, 2018. The decrease is due to an adjustment to the amount of consideration allocated to deferred tax assets and liabilities.

(amounts in thousands)	Fair Value		Estimated Economic Life
Trademarks	$	749	2 years
Customer relationships		6,489	13 years
Fair value of purchase consideration	$	7,238

The results of operations of Soft Company have been included in the Company’s consolidated financial results since the date of acquisition. As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included in this annual report on Form 10-K. The Company incurred acquisition-related legal and consulting fees, adjustments to the fair value of the earn-out liability, and amortization of intangible assets of approximately $2.0 million in 2018, which were recorded as a component of selling, general, and administrative expenses in the consolidated statement of operations. Acquisition-related legal and consulting fees include fees incurred for the acquisition of Soft Company and Tech-IT. The acquisition of Tech-IT is further discussed in the “Subsequent Event” section of note 1.