ACQUISITIONS AND DIVESTITURES OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES Colorado Lining International, Inc. On September 1, 2017 , the Company completed the acquisition of substantially all of the assets (the acquisition) of Colorado Lining International, Inc. , a Colorado corporation, headquartered in Parker, CO (CLI). The acquisition was immediately aligned under the Companys Engineered Films Division. The acquisition enhanced the Companys geomembrane market position through extended service and product offerings with the addition of new design-build and installation service components, and advanced Engineered Films business model into a vertically-integrated, full-service solutions provider for the geomembrane market. The acquisition constituted a business and as such was accounted for as a business combination. The purchase price of $14,938 included a potential earn-out with an estimated fair value of $1,256 . The earn-out payments are contingent upon achieving certain revenue targets and operational synergies. The fair value of the business acquired was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill recorded as part of the purchase price allocation was $5,714 , all of which is tax deductible. Intangible assets acquired in the acquisition related to customer relationships, order backlog and non-compete agreements were valued at $610 . Aerostar's Client Private Business In fiscal 2018 Aerostar actively marketed the sale of its client private business and classified it as held for sale. During the first quarter of fiscal 2019, the client private business was sold for $832 which resulted in an immaterial gain in the nine-months ended October 31, 2018. No gain was recognized during the three-months ended October 31, 2018. Site-Specific Technology Development Group, Inc. (SST) In February 2018 the Company sold its ownership interest of approximately 22% in SST with a carrying value of $1,937 . This investment was being accounted for as an equity method investment. Raven received $6,556 in cash at closing which was reported as "Proceeds from sale or maturity of investments" in the Consolidated Statements of Cash Flows. The Company recognized a gain on the sale of $5,785 for the nine-months ended October 31, 2018. No gain was recognized during the three-months ended October 31, 2018. The gain was reported in "Other income (expense), net" in the Consolidated Statements of Income and Comprehensive Income. This amount includes a fifteen percent hold-back provision held in an escrow account which is expected to be settled in fiscal 2020. Acquisition-related Contingent Consideration The Company has contingent liabilities related to the acquisition of CLI in September 2017, as well as the prior acquisitions of SBG Innovatie BV and its affiliate, Navtronics BVBA (collectively, SBG) in May 2014 and Vista Research, Inc. (Vista) in January 2012. The fair value of such contingent consideration is estimated as of the acquisition date, and subsequently at the end of each reporting period, using forecasted cash flows. Projecting future cash flows requires the Company to make significant estimates and assumptions regarding future events, conditions, or revenues being achieved under the subject contingent agreement as well as the appropriate discount rate. Such valuation techniques include one or more significant inputs that are not observable (Level 3 fair value measures). Changes in the fair value of the liability for acquisition-related contingent consideration are as follows: Three Months Ended Nine Months Ended October 31, 2018 October 31, 2017 October 31, 2018 October 31, 2017 Beginning balance $ 2,950 $ 1,567 $ 3,046 $ 1,741 Fair value of contingent consideration acquired  1,256  1,256 Change in fair value of the liability 182 52 585 198 Contingent consideration earn-out paid (721 ) (44 ) (1,220 ) (364 ) Ending balance $ 2,411 $ 2,831 $ 2,411 $ 2,831 Classification of liability in the Consolidated balance sheet Accrued liabilities $ 1,764 $ 815 $ 1,764 $ 815 Other liabilities, long-term 647 2,016 647 2,016 Balance at October 31 $ 2,411 $ 2,831 $ 2,411 $ 2,831 In the CLI acquisition, the Company entered into a contingent earn-out agreement, not to exceed $2,000 . The earn-out is paid annually for three years after the purchase date, contingent upon achieving certain revenues and operational synergies. To date, the Company has paid a total of $667 of this potential earn-out liability. In connection with the acquisition of SBG, Raven is committed to making additional earn-out payments, not to exceed $2,500 calculated and paid quarterly for ten years after the purchase date contingent upon achieving certain revenues. To date, the Company has paid a total of $1,232 of this potential earn-out liability. Related to the acquisition of Vista in 2012 , the Company is committed to making annual payments based upon earn-out percentages on specific revenue streams for seven years after the purchase date, not to exceed $15,000 . To date, the Company has paid a total of $1,783 of this potential earn-out liability.