Annual report pursuant to Section 13 and 15(d)

Income Taxes

Income Taxes

12 Months Ended

Dec. 31, 2016

15. Income Taxes

The Company has the following net deferred tax assets and liabilities at December 31, 2016 and 2015:

	December 31,
	2016			2015
Goodwill and intangible assets	$	(3,313,564	)	$	(4,366,005	)
Developed technology		(50,708	)		(99,530	)
Derivative liability		(5,575	)		(161,163	)
Property and equipment		100,922			91,826
Other deferred tax assets		62,955			57,543
Lease liability		34,919			255,517
Stock based compensation		103,877			392,382
Net operating loss		5,632,345			4,649,910
Valuation allowance		(6,218,445	)		(5,763,388	)
Net deferred tax liability	$	(3,653,274	)	$	(4,942,908	)

The benefit for income taxes for the years ended December 31, 2016 and 2015 consists of the following:

	Year Ended December 31,
	2016			2015
Federal:
Current provision	$	-		$	-
Deferred provision (benefit)		(1,130,090	)		1,682,036
		(1,130,090	)		1,682,036


State:
Current provision	$	-		$	-
Deferred provision (benefit)		(159,544	)		237,461
		(159,544	)		237,461

Income tax expense (benefit)	$	(1,289,634	)	$	1,919,497

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	Year Ended December31,
	2016			2015
Expected federal statutory rate		34.00	%		34.00	%
State income taxes, net of federal benefit		4.80	%		4.80	%
Impairment expense		0.00	%		-28.56	%
Valuation allowance		-8.42	%		-15.86	%
Permanent items		-3.30	%		-0.05	%
Other		-3.19	%		0.39	%
		23.89	%		(5.28	)%

The valuation allowance at December 31, 2016 was approximately $6,218,000. The net change in the valuation allowance during the year ended December 31, 2016 was an increase of approximately $455,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a valuation allowance as of December 31, 2016.

At December 31, 2016, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $14,516,000. The federal and state net operating loss carryforwards will expire, if not utilized, beginning in 2033.

A tax benefit from uncertain tax positions may be recognized when it is more likely than not that the position that a tax position will be sustained upon examination. Management makes judgments as to the interpretation of the tax laws that may be challenged upon an audit and cause a change of tax liability. As of December 31, 2016 and 2015, the Company did not maintain a reserve for uncertain tax positions.

The Company files tax returns in multiple jurisdictions and is subject to examination in these jurisdictions. Significant jurisdictions in the US include New York, Illinois and California. In May 2016, the Company received notice that the 2014 consolidated tax return of the Company is being audited by the Internal Revenue Service. The audit is still ongoing.

Section 382 of the Internal Revenue Code (Section 382) imposes a limitation on a corporation’s ability to utilize net operating loss carryforwards (NOLS) if it experiences an “ownership change” as defined within the Code. In general, an ownership change may result from transactions increasing the ownership of certain shareholders in the stock of a corporation by more than 50 percentage points over a three year period. In connection with the CFL Transaction, the Company issued CFL 1,777,417 shares of common stock. The Company evaluated the ownership change pertaining to this issuance and determined that in accordance with the rules related to Section 382 and certain built in gain allowances pursuant to the Code and subsequent Internal Revenue Code Rulings and Notices, the Company did experience an ownership change that would limit the Company’s ability to utilize its net operating losses. In accordance with Section 382 and certain built in gain allowances pursuant to the Code and subsequent Internal Revenue Code Rulings and Notices, utilization of the Company’s NOL will be limited. A preliminary analysis has determined the limitation to be $1,800,000 annually through 2021 and $273,000 thereafter. As a result of this ownership change, no NOL is expected to be lost and not utilized. In the event the Company experiences another ownership change in the future, the NOL may, once again, be further limited.