On March 3, 2020, the Company acquired 100% of the equity of StarDust, for approximately $6.1 million (€5.5 million based on a EUR into USD exchange rate of 1.1145). The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement. The France-based StarDust, is a leading provider of testing and quality assurance for digital services with offices in Marseille, France, and Montreal, Canada. StarDust offers a complete range of testing services, including functional, multilingual, operational, environmental, regression, and application benchmarking, covering digital services and website, software, mobile applications, and Internet of Things connected objects. The acquisition expanded the Company’s global testing capabilities.

The results of operations of StarDust 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 quarterly report on Form 10-Q.

An earn-out of up to $1.1 million (€1.0 million based on a EUR into USD exchange rate of 1.1145) can be earned, a portion of which will be payable in each period subject to the achievement of consolidated direct profit targets for fiscal 2020 and 2021. Additionally, for each €10,000 of consolidated direct profit achieved above the target, an additional €1,000 can be earned, with no maximum limit. There is no payout if the achievement is below the target threshold. The fair value as of the March 3, 2020 acquisition date and July 2, 2021 was determined to be $0.1 million. The Company recorded a reduction in selling, general, and administrative expenses of $0.1 million during the second quarter of 2021 related to this earn-out. The remaining contingent consideration liability is recorded in “other current liabilities” on the July 2, 2021 condensed consolidated balance sheet.

The acquisition date fair value of the consideration for the acquisition of StarDust consisted of the following as of March 3, 2020:

(amounts in thousands)
Cash consideration	$	6,122
Fair value of contingent consideration		111
Fair value of purchase consideration	$	6,233

The following table summarizes the allocation of the aggregate purchase consideration to the fair value of the assets acquired and liabilities assumed as of March 3, 2020:

(amounts in thousands)
Assets Acquired:
Cash	$	1,798
Accounts receivable		1,303
Prepaids & other		71
Property & equipment, net		327
Acquired intangibles		1,282
Goodwill		2,757
Total assets acquired	$	7,538

Liabilities Assumed:
Accounts payable	$	285
Accrued compensation		307
Taxes payable		222
Other liabilities		163
Deferred income taxes		328
Total liabilities assumed		1,305
Net assets acquired	$	6,233

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.

(amounts in thousands)	Fair Value		Estimated Useful Life
Trademarks	$	100	2 years
Technology		591	10 years
Customer relationships		591	7 years
Fair value of purchase consideration	$	1,282

The Company incurred acquisition-related legal and consulting fees and amortization of intangible assets of less than $0.1 million and $0.1 million in the 2021 second quarter and year-to-date period, respectively, and approximately $0.1 million in both the 2020 second quarter and year-to-date periods, respectively, which were recorded as a component of selling, general, and administrative expenses in the condensed consolidated statements of income. The purchase price allocation for this acquisition has been finalized.

On February 6, 2019, the Company acquired 100% of the equity of Tech-IT for approximately $9.7 million (€8.5 million based on a EUR into USD exchange rate of 1.1386). The acquisition was funded using cash on hand and borrowings under the Credit and Security Agreement. Tech-IT, located in Bertrange, Luxembourg, is a leading provider of software and hardware services, including consulting, infrastructure and software design and development, infrastructure integration, project management, and training. The acquisition of Tech-IT has enabled the Company to strengthen its market position in Luxembourg and broaden its portfolio to offer complete end-to-end IT solutions.

The results of operations of Tech-IT 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 quarterly report on Form 10-Q.

An earn-out of up to a maximum of $1.7 million (€1.5 million based on a EUR into USD exchange rate of 1.1386) can be earned, a portion of which will be payable in each period subject to the achievement of direct profit targets for fiscal 2019 and 2020. There is no payout if the achievement is below the target threshold. The fair value as of the February 6, 2019 acquisition date was determined to be $0.6 million. The fair value of the remaining contingent consideration liability was determined to be zero as of December 31, 2020 as the direct profit target threshold was not met by Tech-IT for the fiscal year 2020. As of July 2, 2021, all potential earn-out payments have been made.

The acquisition date fair value of the consideration for the acquisition of Tech-IT consisted of the following as of February 6, 2019:

(amounts in thousands)
Cash consideration	$	9,678
Fair value of contingent consideration		569
Fair value of purchase consideration	$	10,247

The following table summarizes the allocation of the aggregate purchase consideration to the fair value of the assets acquired and liabilities assumed as of February 6, 2019:

(amounts in thousands)
Assets Acquired:
Cash	$	1,217
Accounts receivable		4,491
Prepaids & other		1,122
Property & equipment, net		98
Acquired intangibles		4,099
Goodwill		5,331
Total assets acquired	$	16,358

Liabilities Assumed:
Accounts payable	$	2,378
Accrued compensation		172
Other short-term liabilities		2,447
Deferred income taxes		1,114
Total liabilities assumed		6,111
Net assets acquired	$	10,247

(amounts in thousands)	Fair Value		Estimated Useful Life
Trademarks	$	683	2 years
Customer relationships		3,416	8 years
Fair value of purchase consideration	$	4,099

The Company incurred amortization of intangible assets of approximately $0.1 million and $0.3 million in the 2021 second quarter and year-to-date period, respectively, and approximately $0.2 million and $0.4 million in the 2020 second quarter and year-to-date period, respectively, which were recorded as a component of selling, general, and administrative expenses in the condensed consolidated statements of income. The purchase price allocation for this acquisition has been finalized.