Net Operating Loss

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.

Net Operating Losses Godaddy

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 more, 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
Taxable Revenue500,000
Taxable exp.600,000
Net operating loss(100,000)
Tax @50%*

* 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
Taxable Revenue1,000,000
Taxable exp.900,000
Net operating Profit100,000
Tax @50%  50,000

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
Taxable Revenue500,000
Taxable exp.600,000
Tax @50%*(50,000)
Tax paid –

* 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
Taxable Revenue1,000,000
Taxable exp.900,000
Net operating Profit100,000
Tax @50%50,000
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 more from 2015*(50,000)
Tax paid

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.
Carrybacks Carryforwards Net Operating Losses

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For eg:
Source: Net Operating Loss (

Rule of set-off of net operating losses in order to maximize the savings:

  1. First, set off the NOL by carrying it back to the preceding 2 years. If any losses are still available for set-off then,
  2. Set off the NOL in next year and carry forward it for the next 20 years
  3. 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?

Carrybacks Example

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?

Carryfowards Example

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 more, 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 more 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 (depreciationDepreciationDepreciation is a systematic allocation method used to account for the costs of any physical or tangible asset throughout its useful life. Its value indicates how much of an asset’s worth has been utilized. Depreciation enables companies to generate revenue from their assets while only charging a fraction of the cost of the asset in use each year. read more, 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 profitsThe Normal ProfitsThe term "normal profit" is used when the profit is zero after accounting for both the implicit and explicit expenses, as well as the overall opportunity costs. It happens when all of the resources have been used to their full potential and cannot be put to better more 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 more, 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:

  1. Normal business or trade expenses
  2. Deductions on account of business-related expenses as an employee
  3. Deductions for abnormal business losses
  4. 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 acquisitionsMergers And AcquisitionsA merger and acquisitions (M&A) agreement refers to an agreement between two existing companies to merge into a new company, or the purchase of one company by another, which is done generally to benefit from the synergy between the companies, expand research capacity, expand operations into new segments, and increase shareholder value, among other more 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 takeoversHostile TakeoversA hostile takeover is a type of acquisition of a target company by an acquiring company in which the target company's management is not in favour of the acquisition but the bidder still uses other channels to acquire the company, such as acquiring the company through tender offer by directly making an offer to the public to buy the shares of the target company at a pre-specified price that is higher than the prevailing market more 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:

  1. 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?
  2. The effect the change in ownership will have on the accumulated balance of net operating losses?
  3. 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.

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.

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  1. Damian Wouters says

    Excellent Blog! In this blog you have also mentioned a lil bit about mergers and Acquisition, well I wanted to know more about mergers and acquisition like you know how they work in investment banking and all. I would be glad if you post something on it.

  2. Micah Goossens says

    Thanks for this complete guide on Net Operating Loss. Was really very helpful.

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