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Acquisition Activity
12 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Acquisition Activity
Acquisition Activity
We recognize identifiable assets acquired and liabilities assumed in a business combination at their estimated fair values at the acquisition date. Other items we evaluate in a business combination include identifiable intangible assets and goodwill. Contingent consideration obligations are recognized as of the acquisition date at fair value based on the probability that the contingency will be realized. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Acquisition related costs in connection with a business combination are expensed as incurred.
On August 5, 2016, RMR LLC acquired the Tremont business for total cash consideration of $2,466, excluding transaction costs. For the fiscal year ended September 30, 2016, we recognized $840 of acquisition related costs in connection with this business combination. We believe that the Tremont business represents a new platform providing both a growth opportunity and diversification of our operations, and that the commercial real estate finance business represents an appropriate expansion of our existing operations. We accounted for this acquisition as a business combination in accordance with ASC 805.

The sellers of the Tremont business, pursuant to our asset purchase agreement with them, also have the right to receive an “earn out” over the two year period ending August 5, 2018, based on a portion of payments that we receive from a specified part of the historical Tremont business, for which we recorded estimated contingent consideration of $1,270. The maximum value of this contingency is $3,979. The purchase accounting for this acquisition has been completed.

The following table summarizes the allocation of the purchase price for this acquisition:
 
Fair Value
 
Useful Life (Years)
Customer relationships
$
1,150

 
9.64
Goodwill
2,295

 
Contingent consideration
(1,270
)
 
Working capital
291

 
Cash consideration
$
2,466

 
 

For the period from August 5, 2016 to September 30, 2016, we made payments of contingent consideration to the sellers of the Tremont business of $13. The remaining contingent consideration as of September 30, 2016 was $1,257 and is included in accounts payable, accrued expenses and deposits on our consolidated balance sheet.
The net carrying amount of intangible assets as of September 30, 2016 was $1,085, net of $65 of amortization expense recognized in fiscal year 2016. Future amortization of our intangible assets for each of the next five years is as follows:
2017
$
624

2018
87

2019
51

2020
47

2021
42


The $2,295 of goodwill arising from this acquisition is included within all other operations in our segment footnote. Goodwill arising from this acquisition is deductible for tax purposes.