Sow Good Inc. Income Taxes Disclosure
Note 17 – Income Taxes
We account for income taxes under the provisions of ASC Topic 740, Income taxes, which provides for an asset and liability approach for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
The Company recognized income tax expense of $0 and $0 for the periods ended December 31, 2025 and 2024, respectively.
A reconciliation of the differences between the United States statutory federal income tax rate and the effective tax rate, as provided in the consolidated statements of operations, is as follows for the year ended December 31, 2025:
Statutory rate |
|
|
|
21.00 |
|
% |
|
|
21.00 |
|
% |
State income taxes, net of federal benefit* |
|
|
|
0.00 |
|
% |
|
|
0.00 |
|
% |
Change in valuation allowance |
|
|
|
(20.08 |
) |
% |
|
|
(0.11 |
) |
% |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
||
Transferable tax credits, net |
|
|
|
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
||
Nondeductible items |
|
|
|
(0.01 |
) |
% |
|
|
-0.16 |
|
% |
Change in unrecognized tax benefits |
|
|
|
|
|
|
|
|
|
||
Other adjustments |
|
|
|
|
|
|
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||
Capital loss expiration |
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|
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|
|
|
|
|
||
Deferred true up adjustments |
|
|
|
|
|
|
|
|
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||
Other |
|
|
|
(0.91 |
) |
% |
|
|
0.05 |
|
% |
Effective rate |
|
|
|
0.00 |
|
% |
|
|
20.78 |
|
% |
Deferred income taxes are provided using the asset and liability method to reflect temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates and laws. The components of deferred income taxes included in the consolidated balance sheets were as follows:
|
|
|
December 31, |
|
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
||
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
|
15,799,998 |
|
|
|
|
8,835,743 |
|
|
Net property and equipment |
|
|
|
64,978 |
|
|
|
|
|
|
|
Stock compensations |
|
|
|
4,090,849 |
|
|
|
|
3,587,594 |
|
|
Stock based debt discounts |
|
|
|
686,553 |
|
|
|
|
669,499 |
|
|
Goodwill and intangibles |
|
|
|
916,880 |
|
|
|
|
1,012,214 |
|
|
Other Assets - Reorganization Costs |
|
|
|
28,135 |
|
|
|
|
28,135 |
|
|
Allowance for credit losses and other assets |
|
|
|
256,411 |
|
|
|
|
237,044 |
|
|
Total gross deferred tax assets |
|
|
|
21,843,804 |
|
|
|
|
14,370,229 |
|
|
Less: valuation allowance |
|
|
|
(21,843,804 |
) |
|
|
|
(13,698,081 |
) |
|
Total deferred tax assets, net of valuation allowance |
|
|
|
- |
|
|
|
|
672,148 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
- |
|
|
|
|
(672,148 |
) |
|
Total deferred tax liabilities |
|
|
|
- |
|
|
|
|
(672,148 |
) |
|
|
|
|
|
|
|
|
|
|
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||
Net deferred tax liabilities, included in other liabilities |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
A portion of the Company’s net operating loss carryforwards is subject to provisions of the tax law that limit the use of losses incurred by a corporation prior to the date certain ownership changes occur. These limitations also apply to certain depreciation deductions associated with assets on hand at the time of the ownership change and otherwise allowable during the five-year period following the ownership change. As the five-year limitation period lapsed in 2019, these disallowed deductions are reflected in property and equipment in the schedule above but continue to be subject to the annual limitation that applies to the pre-change net operating losses. Due to the limitation on the use of net operating losses and depreciation deductions, a significant portion of these carryforwards will expire regardless of whether the Company generates future taxable income. After reducing these net operating loss
carryforwards for the amount which will expire due to this limitation, the Company had remaining federal net operating loss carryforwards of approximately $75,119,367 and state net operating loss carryforwards of approximately $0 at December 31, 2025. These net operating loss carryforwards expire as follows:
Tax Years |
|
Federal |
|
|
State |
|
|
||||
2026–2030 |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
2031–2035 |
|
|
|
22,530,746 |
|
|
|
|
- |
|
|
2036–2040 |
|
|
|
2,940,525 |
|
|
|
|
- |
|
|
2041 and after* |
|
|
|
49,648,096 |
|
|
|
|
- |
|
|
Total NOLs |
|
$ |
|
75,119,367 |
|
|
$ |
|
- |
|
|
*Includes indefinite life federal net operating losses of $49,648,096 generated after 2017. |
Approximately $46,162,842 is available to utilize against federal taxable income for 2026. |
In assessing whether the deferred tax assets are realizable, a more likely than not standard is applied. If it is determined that it is more likely than not that deferred tax assets will not be realized, a valuation allowance must be established against the deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
A valuation allowance was established in the amount of $21,843,804 and $13,698,081 as of December 31, 2025 and 2024, respectively, based on the Company’s assessment of the future realizability of certain deferred tax assets. The valuation allowance on deferred tax assets is related to future deductible temporary differences and net operating loss carryforwards for which the Company has concluded it is more likely than not that these items will not be realized in the ordinary course of operations.
For the year ended December 31, 2025, the Company recorded an increase in valuation allowance of $8,145,723. This was primarily related to net operating losses generated by the Company in the current tax year. For the year ended December 31, 2024, the Company recorded an increase in valuation allowance of $713,972. This was primarily related to additional net operating losses accumulated for the year.
Unrecognized Tax Benefits
A reconciliation of the beginning balance and the ending balance of gross unrecognized tax benefits, before interest and penalties, for the period presented is as follows (in thousands):
|
|
December 31, |
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
||||
Unrecognized tax benefits at beginning of year |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
Increases related to current-year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Decreases related to current-year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Increases related to prior year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Decreases related to prior year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Decreases related to expiration of prior year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Decreases related to settlements of prior year tax positions |
|
|
|
- |
|
|
|
|
- |
|
|
Unrecognized tax benefits at end of year |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
The Company recorded unrecognized tax benefits for uncertain tax positions of approximately $0 and $0 as of December 31, 2025 and 2024, of which $0 impacted the effective tax rate as it was reversed.
The Company is subject to income tax in the United States federal jurisdiction and various state jurisdictions and has identified its federal tax return and tax returns in state jurisdictions below as “major” tax filings. These jurisdictions, along with the years still open to audit under the applicable statutes of limitation, are as follows:
Jurisdiction |
|
Tax Years |
Federal |
|
|
Texas |
|
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 22, 2024 | |
| 2022 | Apr 14, 2023 | |
| 2021 | Mar 29, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Mar 25, 2020 | |
| 2018 | Mar 22, 2019 | |
| 2017 | Apr 12, 2018 | |
| 2016 | Apr 6, 2017 | |
| 2015 | Mar 30, 2016 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.