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critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.valuation of the presque isle indefinite-lived gaming rights intangible asset as described in notes 1 and 3 to the consolidated financial statements, in 2019 the company completed the acquisition of presque isle for cash consideration of $178.9 million, which resulted in a $56.0 million indefinite-lived gaming rights intangible asset being recorded. the fair value of the gaming rights intangible asset was determined by management using the greenfield method, which is an income approach methodology that calculates the present value of the overall business enterprise based on a projected cash flow stream. the primary inputs used by management in the estimation of the fair value of the gaming rights intangible asset included estimated future revenue and operating expenses, start-up costs, and discount rate. the principal considerations for our determination that performing procedures relating to the valuation of the presque isle indefinite-lived gaming rights intangible asset is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the gaming rights intangible asset acquired due to the significant amount of judgment by management when developing the fair value estimate, (ii) significant audit effort was required in evaluating the estimated future revenue, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the gaming rights intangible asset and controls over the development of the estimated future revenue assumption. these procedures also included, among others, reading the purchase agreement, testing management’s process for estimating the fair value of the gaming rights intangible asset, and testing management’s projected cash flows used to estimate the fair value of the gaming rights intangible asset. testing management’s process included evaluating the appropriateness of the greenfield method and the reasonableness of the estimated future revenue significant assumption. evaluating the reasonableness of the estimated future revenue involved considering the past performance of presque isle, as well as economic and industry forecasts. professionals with specialized skill and knowledge were used to assist in the evaluation of the company's greenfield method./s/ pricewaterhouse coopers llp louisville, kentucky february 26, 2020 we have served as the company’s auditor since 1990. | 2 |
critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.investments in single-family residential properties—refer to notes 2 and 3 to the financial statements critical audit matter description the company owned approximately 80,000 individual single-family residential properties with a net book value of $17 billion as of december 31, 2021. the company capitalizes costs to acquire, stabilize, and prepare single-family residential properties to be leased. the determination of which costs to capitalize requires significant management judgment. costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis. from time to time, the company identifies f-1single-family residential properties to be sold. at the time such properties are identified, the company evaluates whether or not such properties should be classified as held for sale. given the number of homes and the volume and nature of the different transactions affecting the acquisition, disposition, recognition, and classification of investments in single-family residential properties, performing audit procedures to evaluate the accounting for investments in single-family residential properties was challenging and required an increased extent of audit effort.how the critical audit matter was addressed in the audit our audit procedures related to whether the investments in single-family residential properties were accounted for appropriately included the following, among others: •we tested the effectiveness of relevant controls over investments in single-family residential properties, including management’s controls over the acquisition, cost capitalization, classification, depreciation, and disposition of its properties.•we selected a sample of properties acquired during the year and evaluated the accuracy of the amounts recorded and appropriate transfer of title.•we selected a sample of costs capitalized during the year and evaluated the accuracy and classification of recorded amounts. we also developed an expectation of repairs and maintenance costs that were charged to expense based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.•we developed an expectation of depreciation expense based on the cost basis of investments in single-family residential properties, taking into account the estimated useful life and the percentage of the year the property was in use, and compared our expectation to the recorded balance. we also evaluated the estimated useful lives used by management by comparing the estimates to external industry sources.•we selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of december 31, 2021. we also selected a sample of properties sold after december 31, 2021 and evaluated whether each property was properly classified as either held for sale or held for use as of december 31, 2021.•we selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale. /s/ deloitte & touche llp dallas, texas february 22, 2022we have served as the company’s auditor since 2013. | 4 |
critical audit matters the critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.goodwill, refer to notes 2, 3, and 13 to the financial statements critical audit matter description the company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each of the company’s reporting units to their respective carrying value. determination of the estimated fair value of a reporting unit requires judgement as to the future operating results of the reporting unit as well as the level of risks inherent in the projections. the company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches, with the primary method being the income approach.the determination of fair value using the income approach is based on the present value of estimated future cash flows, which requires management to make significant estimates and assumptions of revenue growth rates and operating margins, and selection of the discount rate. the determination of the fair value using the market approach requires management to make significant assumptions related to market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.changes in these estimates and assumptions could have a significant impact on the determination of the estimated fair value and any related goodwill impairment charge. one of the reporting units is a developing business and as such there is a risk that management’s projections for future revenue growth and operating margins are not realized. management determined the estimated fair value of this reporting unit exceeded its carrying value and, therefore, no impairment was recognized. given the estimated cash flows of this reporting unit are sensitive to assumptions around revenue growth, operating margins, and discount rates, auditing these estimates involved especially subjective judgment and an increased extent of effort, including the involvement of our fair value specialists.how the critical audit matter was addressed in the audit our audit procedures applied to the forecasted future cash flows and the selection of the discount rate for this reporting 79table of contentsunit included the following:●we tested the effectiveness of controls over the management’s goodwill impairment evaluation, including the controls related to management’s forecasted cash flows and the selection of the discount rate.●we evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.●we performed a sensitivity analysis to evaluate risk of material misstatement of key business and valuation assumptions used in the fair value model.●we evaluated the reasonableness of management’s cash flow forecasts by comparing the forecasts to:historical results of operations.internal communications related to the annual budget process and other information shared with the company’s board of directors.information included in company press releases as well as in analyst and industry reports for the company and certain of its peer companies.●with the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology used and discount rate applied by:testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.developing a range of independent estimates and comparing those to the discount rate selected by management.business combination - nrc group holdings corp. – identifiable intangible assets, refer to note 5 to the financial statements critical audit matter description the company completed the merger of nrc group holdings corp. (“nrc”) on november 1, 2019 and accounted for the transaction under the acquisition method of accounting for business combinations. under this approach, the company allocated the fair value of purchase consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on preliminary estimates of fair value on the date of the acquisition. the assets acquired included intangible assets of approximately $303.6 million.auditing the company’s accounting for the preliminary allocation of the purchase price for its acquisition of nrc was complex due to the significant assumptions used to estimate the identifiable intangible assets, which primarily consisted of customer relationships. management determined the estimated preliminary fair value of the majority of acquired intangible assets using assumed revenue growth rates, gross margin percentage, selling, general, and administrative expenses, and the discount rate.we identified the preliminary valuation of the intangible assets as a critical audit matter because of the significant estimates and assumptions management made to determine the fair values of these assets for purposes of the preliminary purchase price allocation. this required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s valuation models and assumptions.how the critical audit matter was addressed in the audit our audit procedures related to testing the valuation models and assumptions for the intangible assets included the following, among others:●we tested the effectiveness of controls over the determination of the fair value of intangible assets acquired, including management’s controls over forecasts of future cash flows and selection of the discount rates.●we evaluated the reasonableness of management’s forecasts of future cash flows by comparing the assumptions used 80table of contentsin the projections to historical results of nrc and peer companies. ●with the assistance of our fair value specialists we also performed the following:we evaluated the reasonableness of the valuation methodologies.we evaluated the discount rates, including testing of the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and compared those to the amounts selected by management. /s/ deloitte & touche llp boise, idaho march 2, 2020 we have served as the company’s auditor since 2009. | 1 |