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Income Taxes
9 Months Ended
Sep. 30, 2016
Income Tax Disclosure [Abstract]  
INCOME TAXES
INCOME TAXES
The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.
The effective tax rate from continuing operations for the three months ended September 30, 2016 and 2015 was 42.6% and 26.1%, respectively. The effective tax rate from continuing operations for the nine months ended September 30, 2016 and 2015 was 38.7% and 30.6%, respectively. The Company’s tax rate for the three and nine months ended September 30, 2016 differs from the statutory federal tax rate primarily due to state income taxes, permanently nondeductible expenses and the effect of a change in state tax rates on its deferred tax asset. The Company's tax rate for the three and nine months ended September 30, 2015 differs from the statutory federal tax rate primarily due to state income taxes and permanently nondeductible expenses.
The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended (the “IRC”), during the fourth quarter of 2008. The ownership change has and will continue to subject the Company’s pre-ownership change net operating loss carryforwards to an annual limitation, which will significantly restrict its ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate.
As a result of the 2008 ownership change, the Company is subject to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs and recognized built-in losses. The Company’s acquisition of Digital Cinema Destination Corp. ("Digiplex") and Sundance Cinemas® (“Sundance”) (see Note 11—Acquisitions) triggered an ownership change for Digiplex and Sundance during the third quarter of 2014 and fourth quarter of 2015, respectively. The Company evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of the Company's assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses the Company can utilize under IRC Section 382. Therefore, the Company does not believe that the ownership changes will significantly limit its ability to utilize net operating losses acquired from Digiplex or Sundance.
The Company has incurred transaction costs during the nine months ended September 30, 2016 related to the pending AMC merger (see Note 11—Acquisitions). Should the AMC merger be completed during the fourth quarter of 2016, certain of these costs will become permanently non-deductible. If the AMC merger were to fail during the fourth quarter of 2016, certain of these costs would be deductible for income tax purposes.
At September 30, 2016 and December 31, 2015, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $107,293 and $106,300, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made.
Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of the Company's deferred tax assets. Establishing an allowance on the Company's net deferred tax assets could have a material adverse effect on the Company's financial condition and results of operations.
Management’s conclusion at September 30, 2016 that it is more likely than not that the Company's net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, the Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $860 was established during the fourth quarter of 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration.
As of September 30, 2016 and December 31, 2015, the amount of unrecognized tax benefits was $127 and $167, all of which would affect the Company’s annual effective tax rate, if recognized.