What is Net Operating Loss or NOL?
Net operating loss is the operating loss i.e., the expenses in a period that are more than that of the revenues for that company in a specific period, which goes into the accounting books in the period where the company has allowable tax deductions which are greater than the current taxable income.
According to US Federal tax law, a net operating loss (NOL) is a loss arising in a period when the tax-deductible expenses exceed taxable revenue. This loss can be carried forward in the future to set off future profits allowing the corporates to pay lesser tax than required. To put simply, it is a blessing in disguise.
source: 2015 10K Godaddy
Example 1 (without NOL)
Let’s suppose, Pine- Apple Inc. in 2015 had a taxable revenue of $ 500,000, the taxable expenditure of $ 600,000. In 2016, on account of a change in economic factorsEconomic FactorsEconomic factors are external, environmental factors that influence business performance, such as interest rates, inflation, unemployment, and economic growth, among others., it made a taxable revenue of $ 1,000,000 and a taxable expenditure of $900,000. Tax rate of 50%. Let’s see how much tax it has to pay in both the years. Let’s assume carry forward of losses not allowed.
Computation of Tax expense for the year 2015
|Net operating loss||(100,000)|
* Since the tax is always paid on profit and not losses. Hence tax paid in 2015 is nil
Computation of Tax expense for the year 2016
|Net operating Profit||100,000|
We have seen above that the total tax paid in both years (2015 & 2016) by Pine- Apple Inc. is $50,000 (0 +50,000). Please do note that in the above example, we have made an important assumption, carry forward of losses are not allowed. Well, this is not how things actually work. In the real world, carry forward of losses are always allowed by the Federal and State Governments subject to fulfillment of certain conditions and tax provisions.
Example 2 (with Net Operating Losses)
Let’s see the impact carry forward on tax paid.
Computation of Tax expense for the year 2015
* Tax loss of $ 50,000 in 2015 can be carried forward in 2016 and can be set off against the future taxable profits
Computation of Tax expense for the year 2016
|Net operating Profit||100,000|
|Carry forward of tax lossCarry Forward Of Tax LossTax Loss Carry forward is a provision which permits an individual to take forward or carry over the tax loss to the next year to set off the future profit. Any taxpayer can claim it to lower the tax payments in the future. from 2015*||(50,000)|
The total tax paid in both years is nil.
Thus we can see how the net operating loss of $100,000 has turned out to be a blessing in disguise in 2016 since the carry forward of tax loss of $50,000 on account of NOL in 2015 has lowered the net operating profit in 2016, thereby reducing the tax paid.
Carrybacks & Carryforwards of Net Operating Loss
The above example depicts the carry forward of net operating losses.
- The regulatory provisions also allow for the carrybacks of NOL.
- Net operating losses can be carried back 2 years and can be carried forward 20 years for set off against the income in the past and future periods, respectively.
- Beyond and after 2 and 20 years, any remaining NOL pending set off expires.
- There is an option available to the company for waiving off the carryback period and directly use the carryforwards. However, this is hardly availed by any Company since the principle of present value dictates that the value of savings in earlier periods is greater than the value of savings in later periods.
- Corporations have huge fluctuations in taxable income and expenses, which results in the taxpayer having substantial profits in one year and losses in another year.
- To overcome these temporary fluctuations and provide relief to corporates against unfavorable business cycleBusiness CycleThe business cycle represents the expansion and contraction of the economy that occurs due to ups and downs in the gross domestic product (GDP) of a country. It is experienced over the long term and goes parallel with the natural growth rate., carry forward and carry back provisions have been provided by the Government.
Rule of set-off of net operating losses in order to maximize the savings:
- First, set off the NOL by carrying it back to the preceding 2 years. If any losses are still available for set-off then,
- Set off the NOL in next year and carry forward it for the next 20 years
- Any remaining NOL expires after 20 years and has no value.
Following the above sequence while availing tax credit ensures the maximum savings to the company on account of net operating losses.
Tax Carryback Example
Iron and Steel Company reports a pretax operating loss of $90,000 in 2007 for both financial reporting and income tax purposes, Financial income and taxable income for the previous 2 years is as per below.
What is the Income-tax refund receivable?
Tax Carryforward Example
Forward Company reports a pretax operating loss of $60,000 in 2007 for both financial reporting and income tax purposes. The income tax rate is 30%, and no change in the tax rate has been enacted for future years.
What is the deferred tax asset created?
Accounting Treatment of Net Operating Losses
Net operating losses are assets of the Company since it reduces future tax liability. Under further asset classificationAsset ClassificationAsset classification is a systematic process of assigning the assets to their respective class or group. Such grouping of the assets is done based on the common characteristics possessed by them. Like current assets and fixed assets are categorized as per the duration the company holds these assets., it is classified under a deferred tax asset. A deferred tax asset is created on account of temporary differences that reduce the taxable income. A deferred tax asset is created on the assumption that the company will earn sufficient profits in the future from which past NOLs can be set off.
Company will pass following journal entries for its creation:
Deferred tax assets A/c
To Income Statement A/c
Deferred tax assetsDeferred Tax AssetsA deferred tax asset is an asset to the Company that usually arises when either the Company has overpaid taxes or paid advance tax. Such taxes are recorded as an asset on the balance sheet and are eventually paid back to the Company or deducted from future taxes. on account of net operating losses are presented and disclosed under Non – current assets in the Balance Sheet.
Sources of Net Operating Loss
One of the most important things to note is that the net operating loss is the excess of taxable expenses or deductions over the taxable income. Taxable income or expenses are different from normal business income or expenses.
Accounting net profit or net profit mentioned in the Income statement is derived after deducting all business expenses (depreciation, employee expenses, cost of goods sold, etc.) from the revenue earned by the Company. Whereas, as per the tax laws, certain business expenses are not allowed to be deducted from the revenue. Hence the net profit or loss as per the tax laws will always be different from the normal profits as disclosed in the financial statements. For example, Net profit earned by Pepsico Inc. in 2015 is $5,452 MN. This figure, which is disclosed in the Pepsico financial statementFinancial StatementFinancial statements are written reports prepared by a company's management to present the company's financial affairs over a given period (quarter, six monthly or yearly). These statements, which include the Balance Sheet, Income Statement, Cash Flows, and Shareholders Equity Statement, must be prepared in accordance with prescribed and standardized accounting standards to ensure uniformity in reporting at all levels., is the accounting net profit, which will be significantly different from the tax profit. Following tax deduction or allowances generally increases the net operating losses:
- Normal business or trade expenses
- Deductions on account of business-related expenses as an employee
- Deductions for abnormal business losses
- Deductions for losses arising in the associated business companies
NOLs not only arises in the case of Companies but also for Individuals, estates, and trusts. As per the IRS, code partnerships cannot use NOL. Net operating losses are generally caused by deductions from the trade or business, casualty and theft losses, rental property, etc.
Net operating losses and Mergers and acquisitions
As depicted above, the net operating loss deduction allows the company to carry back and forward the loss and allows setting off taxable profit against it. It minimizes the disparity that would otherwise result between businesses with stable profits and business with fluctuating profits.
It calls for careful consideration by the Strategic decision-makers while chalking out plans for mergers and acquisitions of companies. Many corporate lookouts for companies that have huge accumulated NOL rather than operating profits. Operating losses helps to reduce the group’s tax expense, thereby increasing overall net profits.
In the Corporate world, we can see many examples of hostile takeovers on account of net operating losses. Companies lookout for target companies with huge accumulated losses. To safeguard the interests of those companies, the IRS had modified the IRS Code. Section 382 of the IRS Code limits a loss corporation’s ability to carry forward and set off-net operating losses if an ownership change has occurred. Since IRS Code are applicable in the United States, hence these restrictions are applicable for companies registered in the United States. But many countries have placed similar restrictions on their statute books.
Rules surrounding section 382 are complex and are triggered by unique facts and circumstances surrounding each particular company and transaction. These complex rules require careful analysis. The application of section 382 is further complicated by companies having multiple classes of stock outstanding.
Some of the critical issues financial planners need to be concerned with at the time of mergers and acquisition are:
- Does the target have net operating losses? If yes, can it be carried forward and the number of years up to which it can be carried forward?
- The effect the change in ownership will have on the accumulated balance of net operating losses?
- Whether provisions of section 382 will allow carrying forward of NOLs? Since rules and regulations of section 382 are complex, whether independent tax expert view has been obtained?
In acquisitions, it is not only the acquiring party that will need to understand the target’s NOL. Sellers should also determine the correct value of net operating losses since their compensation amount will include the NOL’s value.
Protection of Net operating losses – Poison pills
Net operating losses are tax assets that can be carried forward or backward to set off future taxable income. Their use, however, is subject to certain restrictions. We have already seen the restriction above where they are not allowed to be carried forward in case of a change in ownership of companies in case of mergers and acquisitions. As per the IRS code, change in ownership is triggered by an ownership increase of 50 percentage points by corporation’s five percentage shareholders.
- To prevent such an outcome, Companies resort to a strategy known as a poison pillPoison PillPoison pill is a psychologically based defensive strategy that protects minority shareholders from an unprecedented takeover or hostile management change by increasing the cost of acquisition to a very high level and creating disincentives if a takeover or management changes happen in order to alter the decision maker’s mind..
- A poison pill is a strategy adopted by the Corporate to prevent or discourage hostile takeovers.
- In order to counter the trigger of ownership change, management adopts shareholders’ rights plans (poison pills), which limit the possibility of change in ownership by placing limitations on the accumulation of the company’s shares through an amendment in its articles of associationArticles Of AssociationArticles of association is a legally binding document that states the corporate rules, regulations, and purpose. It serves as a user's guide for executing the organizational tasks, directors' appointment and recording the financial information..
- An NOL poison pill plan attempts to discourage anyone from acquiring shares by providing that all the other shareholders get benefits that are not allowed to an acquiring person.
- It penalizes acquiring shareholders by devaluing the stock they have just acquired. NOL poison pills discourage both hostile and friendly takeoversFriendly TakeoversA friendly takeover occurs when the target company peacefully accepts the acquisition offer. The takeover is subject to the approval of the target company's shareholders as well as regulatory approval to ensure that the acquisition complies with antitrust laws..
Net Operating Loss Video
There is also one important point to note that each country has its own rules and regulations which govern the set-off and carry forward of operating losses. These rules and regulations are complex and require careful considerations of each provision. E.g., in the United States, each state has its own rules and regulation governing the tax code. Thirty states and DC conform to the federal tax code of allowing 20 years of NOL carry forward. While Illinois allows 12 years, Kansas and Vermont allow 10 years.
Net operating loss deductions are essential to safeguard provided to the corporation, especially those businesses which operate in industries that fluctuate with the business cycle. Such cyclical businesses might experience significant profits during the boom cycle and significant losses during the recession cycle. Set-off and carry forward of losses of those corporations help them smoothen and even out their income with respect to time. During the recession of 2008, many companies had generated net operating losses and subsequently utilized it when the economy recovered from the recession.
NOLs are essential assets for companies. It works on the pay as you earn principle. When the company earns profits, it pays taxes, when it incurs a loss, it gets some relief. Hence they are valuable assets. Some companies purchase other companies solely for their net operating losses.
The famous Persian poet Rumi said, “Don’t grieve. Anything you lose comes round in another form”. The same could be said with respect to Net operating losses.