On December 3, 2021, and effective as of November 30, 2021, the Company entered into a Stock Purchase Agreement, pursuant to which it acquired all of the issued and outstanding common shares of Navegate, Inc. (“Navegate”), a Minnesota based, privately held company from Saltspring Capital, LLC. Navegate is a technology-enabled supply chain management and third-party logistics services company that combines a robust digital platform and decades of expertise to manage international, cross border, and domestic freight from purchase order to final delivery. Navegate’s combination of tech-enabled services, customs brokerage expertise, and a full complement of international and domestic services significantly reduces costs and leads to better compliance and risk mitigation for its customers. Navegate will operate as a wholly owned subsidiary of Radiant Logistics, Inc. The goodwill recognized is attributable to expanded service lines and geographic footprint. The acquisition of Navegate was accounted for as purchases of a business under ASC 805 Business Combinations.

As consideration for the acquisition, the Company paid $35,000 in cash upon closing. The transaction was financed through proceeds received from the Company's existing credit facility. The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. A net working capital settlement of $3,852 was finalized in the third quarter of fiscal year 2022 and was paid to Saltspring Capital, LLC. The aggregate purchase price of $38,852 was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition.

The following table summarizes the fair value of the consideration transferred for the acquisitions and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date:


(In thousands)	Preliminary Purchase Price Allocation		Adjustments		Final Purchase Price Allocation
Cash	$	35,000	$	—	$	35,000
Net working capital adjustment		—		3,852		3,852


Current assets		19,187			—		19,187
Technology and equipment, net		1,434			—		1,434
Intangible assets		17,834			1,188		19,022
Other long-term assets		1,621			—		1,621
Liabilities assumed		(18,836	)		—		(18,836	)

Total identifiable net assets		21,240			1,188		22,428
Goodwill		13,760			2,664		16,424
	$	35,000		$	3,852	$	38,852

The fair values of the intangible assets were estimated by the Company with the assistance of valuation specialists. The fair value was estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflect market participant assumptions. The goodwill is recorded in the U.S. operating segment and is expected to be deductible for income tax purposes over a period of 15 years.

Intangible assets acquired and their respective useful lives are estimated as follows:


(In thousands)	Preliminary Purchase Price Allocation		Adjustments		Final Purchase Price Allocation		Useful Life
Customer related	$	12,392	$	910	$	13,302	15.9 years
Developed technology		3,942		149		4,091	4.9 years
Trade name		1,500		129		1,629	9.9 years
	$	17,834	$	1,188	$	19,022

The four-month results of operations from Navegate were included in the condensed consolidated financial statements. During the three months ended March 31, 2022, Navegate contributed $38,795 in revenues, $2,292 of income from operations and $1,671 of net income. Navegate results were immaterial to the condensed consolidated financial statements and thus no proforma presentation was necessary.