10. Income Taxes

The components of the Company’s income tax expense from operations for the year ended December 31, consisted of (in thousands):


	2016		2015		2014
Current:
Federal	$	468	$	139	$	105
State		1,259		1,398		860
Deferred:
Federal		4,045		(162)		1,045
State		135		(19)		130
Income tax expense	$	5,907	$	1,356	$	2,140

A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands):


	2016		2015		2014
Income taxes computed at federal statutory rate	$	73,200	$	61,161	$	43,280
State income taxes – net of federal benefit		7,347		7,196		5,114
Other differences:
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax		(75,689)		(67,761)		(46,661)
Increase (decrease) of valuation allowance		1,049		735		(396)
Other		—		25		803
Income tax expense	$	5,907	$	1,356	$	2,140

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, were (in thousands):


	2016		2015
Deferred tax liabilities
Accelerated depreciation	$	(4,655)	$	(3,389)
Prepaid expenses		(358)		(232)
Other		(57)		(93)
		(5,070)		(3,714)
Deferred tax assets
Investment impairment		30,680		30,767
Gift cards		969		940
Deferred revenues		355		332
Accrual for employee benefits and severance		1,246		884
Stock option expense		55		—
Investment in partnership		115,057		—
Tax Receivable Agreement		7,387		—
AMT credit		1,049		549
Net operating loss carryforward		8,512		9,926
Claims reserves		547		444
Intangible assets		70		54
Goodwill		1,898		2,264
Deferred book gain		1,337		1,472
Other reserves		5,339		4,820
		174,501		52,452
Valuation allowance		(43,553)		(42,504)
Net deferred tax assets	$	125,878	$	6,234

CWH is organized as a Subchapter C corporation and, on October 6, 2016, as part of the Company’s IPO, became a 22.6% owner of CWGS, LLC (see Note 18 — Stockholders’ Equity). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. (“FRRV”) and their wholly-owned subsidiaries, which are Subchapter C corporations. At December 31, 2016, the Subchapter C corporations had net operating loss carryforwards of approximately $21.8 million, which will be able to offset future taxable income. If not used, the net operating loss carryforwards will expire between 2024 through 2036.

The increase in the amount of income tax expense in 2016 is due the increased profitability at the FRRV level and also due to the Company’s IPO in which the Company is also subject to U.S. federal, state and local taxes on its allocable share of taxable income or loss generated by CWGS, LLC subsequent to the Company’s IPO.

The large increase in the net deferred tax assets in 2016 is primarily due to the Company’s acquisition of 18,935,916 LLC common units (see Note 18 — Stockholders’ Equity) on or after the IPO date in which it recognized a $115.1 million deferred tax asset for the outside basis difference in the company’s investment in CWGS, LLC. The Company also recognized a $7.4 million deferred tax asset related to the $19.2 million payments due under the tax receivable agreement discussed below. The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At December 31, 2016, the Company determined that all of its deferred tax assets (except those of CW discussed below) are more likely than not to be realized. The valuation allowance for CW and its subsidiaries increased by $1.0 million and $0.7 million for the years ended December 31, 2016 and 2015, respectively, as its net deferred tax assets increased during those years and it continues to maintain a full valuation allowance, since it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets.

During 2014, the 2012 federal tax return for CW was examined by the Internal Revenue Service (the “IRS”) and was closed on October 30, 2014, with no adjustments. On February 6, 2017, CW was notified by the IRS that it intends to audit the 2014 federal tax return. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2012.

The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of December 31, 2016 and 2015, the Company had no uncertain tax positions. The Company did not recognize any interest or penalties relating to income taxes for the years ended December 31, 2016, 2015, and 2014.

On October 6, 2016, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions or exchanges of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS intends to make a Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized. As part of the IPO 1,698,763 common units were exchanged for CWGS for Class A common stock by Crestview Partners II GP, L.P. subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to Crestview Partners II GP, L.P., representing 85% of the aggregate tax benefits the company expects to realize from the tax basis increases related to the exchange, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of December 31, 2016, the amount of Tax Receivable payments due Crestview Partners II GP, L.P. under the Tax Receivable Agreement was $19.2 million, of which $1.0 million was included in current portion of the tax receivable agreement liability in the Consolidated Balance Sheets.