Cma Consolidated, Inc. v. Commissioner, Dkt. No. 12746-01.
Decision Date | 31 January 2005 |
Docket Number | Dkt. No. 12746-01. |
Citation | 89 T.C.M. 701 |
Parties | CMA Consolidated, Inc. & Subsidiaries, Inc. v. Commissioner. |
Court | U.S. Tax Court |
Respondent determined income tax deficiencies, an addition to tax, and penalties with respect to petitioner's1 taxable years ended November 30, 1996 and 1997, as follows:
Addition to Tax and Penalties TYE Deficiency Sec. 6651(a)(1) Sec. 6662(a) 11/30/96 $320,375 $16,019 $90,609 11/30/97 1,729,294 -- 176,383
All section references are to the Internal Revenue Code, as amended and in effect for the years in issue. Rule references are to the Tax Court Rules of Practice and Procedure.
After concessions by the parties, the primary issues remaining for our consideration are: (1) Whether petitioner is entitled to approximately $2.7 million of deductions claimed for its taxable years ended November 30, 1996 and 1997, from a lease strip deal; (2) whether petitioner's lease strip deal has economic substance and is to be respected for Federal income tax purposes; (3) whether petitioner's claimed rental expense deductions arising from the lease strip deal are deductible as ordinary and necessary business expenses; (4) whether petitioner is entitled to claim note disposition losses from the lease strip deal; (5) whether the $2,259,900 that petitioner advanced to CMA Capital Corp. is to be treated as an investment (equity) or debt; (6) whether for its taxable year ended November 30, 1997, petitioner is entitled to a deduction for a $2,052,900 ordinary loss from a debt conversion transaction; (7) whether petitioner is entitled to claim a $1,859,135 bad debt deduction for its taxable year ended November 30, 1997, with respect to loans petitioner purportedly made to CMA Capital Corp.; (8) whether petitioner should include in its income the $2 million portion of a consulting fee that petitioner paid to Crispin Koehler Holding Corp. in early 1997; (9) if the $2 million is includable in petitioner's income for its taxable year ended November 30, 1997, whether petitioner is entitled to deduct its payment of $2 million to Crispin Koehler Holding Corp. as a business expense; (10) whether petitioner is entitled to a $76,705 bad debt deduction for its taxable year ended November 30, 1996, with respect to its advances to Richard Koehler; and (11) whether petitioner is liable for penalties under section 6662 for its taxable years ended November 30, 1996 and 1997, with respect to portions of its underpayments for those years attributable to its claimed lease strip deal deductions.
Petitioner is a California corporation. At the time the petition was filed, petitioner maintained its office and principal place of business in Burlingame, California. At all pertinent times, Neal Crispin (Crispin) owned 98 percent of CMA's outstanding stock and has been petitioner's ultimate decision maker.
Since its May 1992 incorporation, CMA Capital Management, Inc. (CMACM), has been a wholly owned subsidiary of petitioner and a member of petitioner's consolidated group. Since its August 1983 incorporation, Capital Management Associates (CM Associates) has been a wholly owned subsidiary of petitioner and a member of petitioner's consolidated group.
Petitioner was generally involved in equipment leasing transactions and the structuring of equipment financing. During the early 1990s, petitioner began to arrange deals designed to separate equipment rental income from the related rental expenses. In those deals, which were called "lease strips" and/or "rent strips", the rental income was allocated to a tax-indifferent or tax-neutral party in order to allow another party to claim a greatly disproportionate share of the related tax benefits. Generally, a "tax-indifferent" or "tax-neutral" party is one that does not incur a Federal income tax liability on its income because of its status or its circumstances. Examples would include a party that was not a U.S. taxpayer or a party that was a U.S. taxpayer but had large net operating losses available to offset income.
One such tax-indifferent party petitioner employed was the Iowa Tribe of Oklahoma (Iowa Tribe). Because of its status as an Indian tribe recognized by the Bureau of Indian Affairs of the U.S. Department of the Interior, the Iowa Tribe was not subject to Federal income tax on income allocated to it from lease strip deals.3 The Iowa Tribe participated in approximately eight different partnerships during the mid-1990s and received fees for its participation as a limited partner in those partnerships. In exchange for its "modest investment" and agreement to be the 99-percent limited partner in a partnership, the Iowa Tribe received a fee ranging from $17,000 to $40,000 at the closing of each deal. The fee represented a percentage of the total commissions received by CMA in connection with the lease strip deal. The Iowa Tribe had no active role in the partnership and realized that its participation allowed others to exploit its tax-exempt status. A wholly owned CMA subsidiary and/or Crispin (CMA's 98-percent shareholder and ultimate decision maker) often served as a 1-percent or less general partner of the partnership.
The two lease strip deals involve computer and photo processing equipment subject to two existing end-user leases. One end-user lease agreement, dated October 26, 1989 (hereinafter for convenience referred to as the K-Mart end-user lease or K-Mart lease), involved the lease of existing and after-acquired photo processing equipment by Varilease Corp. (Varilease) to K-Mart Corp. (K-Mart). On January 22, 1992, Computer Leasing, Inc. (CLI), purchased the equipment subject to the K-Mart lease along with Varilease's rights and obligations under the lease. On May 18, 1994, additional equipment was added to the K-Mart end-user lease. The other end-user lease agreement dated July 1, 1993 (hereinafter for convenience referred to as the Shared end-user lease or Shared lease), involved the lease of computer equipment by CLI to Shared Medical System Corp. (Shared).
Starting with the K-Mart and Shared end-user leases...
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