Income Taxes

The Company had Federal net operating loss (“NOL”) carryforwards that expired in the year ended July 31, 2008 and were limited in deductibility each year under Section 382 of the Internal Revenue Code. The Company had only been able to use these NOL carryforwards to the extent of approximately $8.0 million per year through December 31, 2007 (the “Section 382 Amount”). However, during the year ended July 31, 2005, the Company amended previously filed tax returns (for tax years 1997-2002) in an effort to remove the restrictions under Section 382 of the Internal Revenue Code on approximately $73.8 million of NOL carryforwards to reduce future taxable income. As a result, the Company requested a refund related to the amended returns in the amount of $6.2 million and have reduced its federal tax liability in the amount of $19.6 million in subsequent returns. These NOL carryforwards relate to fresh start accounting from the Company’s reorganization in 1992. During the year ended July 31, 2006, the Internal Revenue Service (“IRS”) completed its examination of the Company’s filing position in these amended returns and disallowed the Company’s request for refund and its position to remove the restrictions under Section 382 of the Internal Revenue Code. The Company appealed the examiner’s disallowance of these NOL carryforwards to the Office of Appeals. In December 2008, the Office of Appeals denied the Company’s appeal, as well as a request for mediation. The Company disagreed with the IRS interpretation disallowing the utilization of the NOL’s and in August 2009, the Company filed a complaint in the United States District Court for the District of Colorado against the United States of America seeking a refund of approximately $6.2 million in Federal income taxes paid, plus interest. On July 1, 2011, the District Court granted the Company summary judgment, concluding that the IRS’s decision disallowing the utilization of the NOLs was inappropriate. The IRS is entitled to appeal the decision of the District Court to grant the motion for summary judgment and the Company does not know whether the IRS will do so or, if it does appeal, whether the appeal would be successful. The Company is also a party to two related tax proceedings in the United States Tax Court regarding calculation of NOL carryover deductions for tax years 2006, 2007 and 2008. The two proceedings involve substantially the same issues as the litigation in the District Court wherein the Company disagrees with the IRS as to the utilization of NOLs. However, the Company is uncertain whether and how the potential resolution of the District Court case may affect these tax court proceedings.

Since the legal proceeding surrounding the utilization of the NOLs have not been fully resolved, including a determination of the amount of refund and the possibility that the District Court’s ruling may be appealed by the IRS, there remains considerable uncertainty of what portion, if any, of the NOLs will be realized, and as such, the Company has not reflected any of the benefits of the utilization of the restricted NOLs within its financial statements. However, the range of potential reversal of other long-term liabilities and accrued interest and penalties that would be recorded as a benefit to the Company’s income tax provision is between zero and $27.6 million.

The Company has state (primarily California) and foreign NOL carryforwards totaling $35.1 million of which the state NOL carryforwards expire by the year ending July 31, 2031. As of July 31, 2012, the Company has recorded a valuation allowance on $25.1 million of state NOL carryforwards as the Company has determined that it is more likely than not that these NOL carryforwards will not be realized.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):



	July 31,
	2012			2011
Deferred income tax liabilities:
Fixed assets	$	145,316		$	131,024
Intangible assets	34,859			34,350
Real estate and other investments	3,511			5,326
Total	183,686			170,700
Deferred income tax assets:
Deferred membership revenue	21,056			22,668
Real estate and other investments	—			2,124
Deferred compensation and other accrued benefits	9,196			10,093
Stock-based compensation	15,053			13,436
Unfavorable lease obligation, net	14,855			15,754
Net operating loss carryforwards other tax credits	4,083			2,187
Other, net	7,516			1,985
Total	71,759			68,247
Valuation allowance for deferred income taxes	(1,588		)	(1,588		)
Deferred income tax assets, net of valuation allowance	70,171			66,659
Net deferred income tax liability	$	113,515		$	104,041

The net current and non-current components of deferred income taxes recognized in the Consolidated Balance Sheets are as follows (in thousands):



	July 31,
	2012		2011
Net current deferred income tax asset	$	24,458	$	29,167
Net non-current deferred income tax asset	1,420		—
Net non-current deferred income tax liability	139,393		133,208
Net deferred income tax liability	$	113,515	$	104,041

Significant components of the provision (benefit) for income taxes are as follows (in thousands):



	Year Ended July 31,
	2012		2011			2010
Current:
Federal	$	1,407	$	(9,886	)	$	19,661
State	51		(1,210		)	2,788
Total current	1,458		(11,096		)	22,449
Deferred:
Federal	7,682		28,087			(3,989		)
State	1,561		4,107			(438		)
Total deferred	9,243		32,194			(4,427		)
Provision for income taxes	$	10,701	$	21,098		$	18,022

A reconciliation of the income tax provision from continuing operations and the amount computed by applying the United States Federal statutory income tax rate to income before income taxes is as follows:



	Year Ended July 31,
	2012		2011		2010
At U.S. Federal income tax rate	35.0	%	35.0	%	35.0	%
State income tax, net of Federal benefit	3.1	%	3.1	%	2.8	%
Nondeductible meals or entertainment	0.7	%	0.4	%	0.3	%
Noncontrolling interest	—	%	0.1	%	(3.5	)%
General business credits	(2.3	)%	(1.0	)%	(1.1	)%
Nondeductible compensation	2.2	%	—	%	—	%
Other	0.8	%	0.4	%	—	%
	39.5	%	38.0	%	33.5	%

A reconciliation of the beginning and ending amount of unrecognized tax benefits associated with uncertain tax positions, excluding associated deferred tax benefits and accrued interest and penalties, if applicable, is as follows (in thousands):



	Unrecognized Tax Benefits
Balance as of August 1, 2009	$	27,320
Additions based on tax positions related to the current year	—
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	—
Lapse of statute of limitations	(272		)
Settlements	—
Balance as of July 31, 2010	$	27,048
Additions based on tax positions related to the current year	—
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	—
Lapse of statute of limitations	(475		)
Settlements	—
Balance as of July 31, 2011	$	26,573
Additions based on tax positions related to the current year	—
Additions for tax positions of prior years	—
Reductions for tax positions of prior years	—
Lapse of statute of limitations	(302		)
Settlements	—
Balance as of July 31, 2012	$	26,271

Any unrecognized tax benefits recorded in other long-term liabilities, if recognized, would decrease the Company’s effective tax rate. In addition, the Company does not anticipate a significant change to its unrecognized tax benefits during the twelve months ending July 31, 2013, subject to resolution of the legal proceedings associated with the utilization of Federal NOL carryforwards as previously discussed. The Company’s policy is to accrue income tax related interest and penalties, if applicable, within income tax expense. As of July 31, 2012 and 2011, accrued interest and penalties, net of tax, is $1.8 million and $1.9 million, respectively. For the years ended July 31, 2012, 2011 and 2010, the Company recognized $(0.1) million, $(0.2) million and $(0.2) million of interest expense and penalties, net of tax, respectively.

The Company's major tax jurisdictions in which it files income tax returns is the U.S. federal and various state jurisdictions. The IRS has completed its examination of the Company’s tax returns for tax years 2001 through 2003 and has issued a report of its findings. As discussed above, the examiner’s primary finding is the disallowance of the Company’s position to remove the restrictions under Section 382 of the Internal Revenue Code of approximately $73.8 million of NOL carryforwards; however, the Company has filed a complaint in Federal court. With the exception of the utilization of federal NOL carryforwards as discussed above, the Company is no longer subject to U.S. Federal examinations for tax years prior to 2006. With few exceptions, the Company is no longer subject to examination by various state jurisdictions for tax years prior to 2006.