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Income Taxes | 9 Months Ended
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Sep. 30, 2017
Income Tax Disclosure [Abstract] |
Income Taxes | Note 8 – Income Taxes The Company’s effective tax rate was (231.33)% and 10.7% for the nine months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, the effective tax rate differed from the federal tax rate of 35% due to the partial release of the valuation allowance for deferred tax assets and changes in the valuation allowance for deferred taxes, respectively. Income tax benefit was $10.9 million for the nine months ended September 30, 2017, which was attributed primarily to a partial release of valuation allowance. Income tax expense was $0.8 million for the nine months ended September 30, 2016, which was attributed primarily to tax amortization of indefinite-lived intangibles and measurement period adjustments to goodwill. Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. The Company's financial results include the reversal of a portion of the valuation allowance recorded against the deferred tax assets of the Company. This reversal resulted in the recognition of a $12.6 million income tax benefit for the nine months ended September 30, 2017. The Company has performed a continuing evaluation of its deferred tax asset valuation allowance on a quarterly basis. The Company concluded that, effective December 31, 2016, it is more likely than not that the Company will generate sufficient taxable income within the applicable net operating loss carry-forward periods to realize a portion of its deferred tax assets. This conclusion, and the resulting partial reversal of the deferred tax asset valuation allowance, is based upon consideration of several factors, including the Company's completion of eight consecutive quarters of profitability, its demonstrated ability in such quarters to meet or exceed budgets, and its forecast of future profitability. The Company's income taxes receivable was $0.2 million as of September 30, 2017, and $2.3 million as of December 31, 2016. The decrease in income taxes receivable was primarily due to the collection of a $2.2 million tax refund which was released in connection with the settlement of an IRS audit related to 2012 taxable losses carried back to a prior year. As of September 30, 2017, the Company had approximately $61.5 million of net operating loss carryforwards (“NOLs”) which begin to expire in 2032. These NOLs have the potential to be used to offset future ordinary taxable income and reduce future cash tax liabilities. However, in connection with the American Acquisition, the Company issued 4,046,494 shares of its common stock to ACEP Holdings at the closing of the transaction, which resulted in an “ownership change” under Section 382 that will generally limit the amount of NOLs the Company can utilize annually. Following an “ownership change” under Section 382, the amount of NOLs the Company can utilize in a given year is limited to an amount equal to the aggregate fair market value of the Company’s common stock immediately prior to the ownership change, multiplied by the long-term exempt interest rate in effect for the month of the ownership change. The Company estimates that the amount of NOLs that it will be able to utilize following the closing of the American Acquisition is limited to approximately $10.8 million annually. To help preserve the Company’s ability to utilize its NOLs, the Company previously entered into an Amended and Restated Rights Agreement with Wells Fargo Shareowner Services, a division of Wells Fargo Bank, National Association, as rights agent (the “Amended and Restated Rights Agreement”) to deter acquisitions of shares of the Company’s common stock that would result in a shareholder owning 4.99% or more of the Company’s common stock. In connection with its approval of the American Acquisition, the Company’s Board of Directors granted ACEP Holdings an exemption with respect to its acquisition of shares of common stock so that ACEP Holdings was an “exempt person” under the Amended and Restated Rights Agreement. On October 20, 2017, in connection with the completion of the American Acquisition, the Company entered into the First Amendment to the Amended and Restated Rights Agreement, which changed the final expiration date of the Amended and Restated Rights Agreement from July 31, 2018 to October 20, 2017 and caused the Amended and Restated Rights Agreement to expire on October 20, 2017. Also, the Company previously entered into an NOL Preservation Agreement with The Blake L. Sartini and Delise F. Sartini Family Trust (the “Sartini Trust”), Lyle A. Berman (a director and shareholder of the Company), as well as certain other shareholders of the Company affiliated with Mr. Berman or that are trusts for which Neil Sell, a director of the Company, serves as trustee. The NOL Preservation Agreement was intended to help minimize the risk of an “ownership change” under Section 382. On October 20, 2017, the Company, the Sartini Trust, Lyle A. Berman and the other investors that were parties to the NOL Preservation Agreement entered into an agreement terminating the NOL Preservation Agreement effective as of the closing of the American Acquisition.

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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -URI http://asc.fasb.org/topic&trid=2144680 + Details
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