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  • wwwhead222 wwwhead222 May 25, 2011 3:56 AM Flag

    Coonference Call - bright future ahead

    This may be a relevant section that explains why Rogers may actually be concerned about raising the stock price. If they have suitors snifing around for an acquisition, it would be advantageous to have a higher share price. That would translate into the acquirer being able to use more of the net operating loss carryover each year (20 year max).
    Section 382 was enacted to prevent companies with taxable income from reducing their tax obligations by acquiring control of another company with NOLs. It achieves that objective by limiting the amount of the taxable income that can be offset by a pre-change loss to the product of (i) the long-term tax exempt bond rate (published monthly by the U.S. Treasury) as of the date of the change of ownership, and (ii) the value of the loss company’s shares immediately before the ownership change.4

    Because the limitation formula is based in part on the value of the company’s shares (which can be quite low because the company is losing money), the § 382 limitation can severely restrict the company’s ability to use its NOLs. For example, if the company described above with the $100 million in NOLs had an aggregate share value of only $50 million (because of its extensive losses) and the long-term tax exempt bond rate were 5%, it would be limited to the annual use of only $2.5 million of its NOLs (i.e., $50 million x .05 = $2.5 million) if it triggered the § 382 limitation. That may not be a significant problem if the company continues to incur losses, but if it turns its business around and has $50 million of income the next year, the effect of the limitation could be significant. Assuming a combined federal and state tax rate of 40%, the company would owe $20 million in taxes for the year of that stellar performance, but instead of being able to offset its entire tax obligation with its more-than-ample $100 million in NOLs, it would only be able to use $2.5 million of those NOLs. The company would then have to use $17.5 million of its hard-earned cash to pay the remaining tax bill.5

10.86-0.09(-0.82%)Aug 26 4:00 PMEDT