Turner v. Commissioner, Docket No. 82122.
Decision Date | 31 March 1961 |
Docket Number | Docket No. 82122. |
Citation | 1961 TC Memo 101,20 TCM (CCH) 468 |
Parties | Rufus F. Turner and Marguerite H. Turner v. Commissioner. |
Court | U.S. Tax Court |
Fortescue W. Hopkins, Esq., and William N. Pierce, Esq., Mountain Trust Bank Bldg., Roanoke, Va., for the petitioners. Richard C. Forman, Esq., for the respondent.
Memorandum Findings of Fact and Opinion
The Commissioner determined a deficiency in petitioners' income tax for 1957 in the amount of $11,670.36. The issues presented are (1) whether there was a recognized gain upon the incorporation of a sole proprietorship; and (2) whether a bonus received in 1957 was properly reported in that year for income tax purposes.
Some of the facts have been stipulated and are incorporated herein by reference.
Petitioners are husband and wife and reside in Martinsville, Virginia. For the calendar year 1957 they filed a joint income tax return with the director of internal revenue for the district of Virginia.
Rufus F. Turner, hereinafter referred to as petitioner, as a sole proprietor, had engaged in the operation of a fresh produce wholesale grocery business for 36 years in Martinsville under the name of Cash Produce Company. Also associated with the business were petitioner's wife, Marguerite H. Turner, who had been employed for 26 years as a bookkeeper, and James R. Ingram, petitioner's son-in-law, who had been employed for 7 years and was petitioner's principal assistant.
On November 14, 1956, petitioner incorporated the sole proprietorship under the name of Cash Produce Company, Inc., hereinafter referred to as Cash Produce. The corporation transacted no business until January 1, 1957. A stock statement was filed with the Virginia State Corporation Commission on December 6, 1956, advising it of a plan to issue 135 shares of common stock for $6,750 in cash. Also in December 1956, petitioner conferred with his attorney and his certified public accountant with respect to the manner in which to accomplish the proposed transfer of the proprietorship assets to the new corporation. At that time the accountant made the following computation of the proprietorship goodwill:
Net earnings (before income taxes)— 1952 ........................ $ 29,887.34 1953 ........................ 18,468.80 1954 ........................ 19,536.61 1955 ........................ 24,830.86 1956 ........................ 21,535.87 ___________ Total ....................... $114,259.48 Less income taxes — 25% average ...................... 28,564.87 ___________ Total net earnings............. $ 85,694.61 5 year average................. $ 17,138.92 Net earnings capitalized at 10% ............ $171,389.20 Less net invested capital at 12-31-56 excluding goodwill (75,534.48 + 21,535.87) ................................ 97,070.35 ___________ Goodwill at date of incorporation........... $ 74,318.85 Rounding off ............... $ 74,300.00
On January 1, 1957, with the exception of real estate and certain other fixed assets, all of the assets of the sole proprietorship together with certain liabilities were transferred to Cash Produce in exchange for 1,365 shares of common stock. These assets had a cost basis of $49,593.46. A summary of the balance sheet of the proprietorship as of December 31, 1956 was as follows:
Current Assets ........................... $ 47,077.44 Fixed Assets ................ $ 91,455.07 Less Depreciation ........... 36,490.09 54,964.98 ___________ Other Asset .............................. 230.10 ___________ TOTAL ASSETS ............................. $102,272.52 Current Liabilities ...................... $ 5,202.17 R. F. Turner, Capital Balance 1-1-56........... $116,013.78 Earnings for year 1956 ................... 21,535.87 ___________ $137,549.65 Drawings for 1956 ....... 40,479.30 97,070.35 ___________ ___________ TOTAL LIABILITIES ........................ $102,272.52
The following is the opening journal entry as of January 1, 1957 on the books of Cash Produce prepared by its attorney:
A financial statement for Cash Produce as of January 1, 1957 was prepared by the accountant on January 19, 1957, and transmitted to the Produce Reporter Company, Wheaton, Illinois which publishes a credit rating reference book of produce firms. The following is the balance sheet from that financial statement:
CURRENT ASSETS Cash .......................................................... $ 9,092.61 Accounts receivable—customers.................................. 12,339.46 Merchandise inventory—at the lower of cost (determined by the first-in-first-out method) or market ......................... 25,645.37 $ 47,077.44 __________ ___________ FIXED ASSETS Store fixtures, furniture, equipment and vehicles—at cost ...... $ 25,002.29 Less accumulated depreciation ............................... 17,514.20 7,488.09 __________ ___________ INTANGIBLE ASSETS Good Will ...................................................... $ 74,300.00 Incorporation expense .......................................... 230.10 74,530.10 ___________ ___________ TOTAL ASSETS .......................................................................... $129,095.63 CURRENT LIABILITIES Accounts payable Trade .............................................. $2,312.01 Other .............................................. 625.02 $ 2,937.03 _________ Accrued liabilities Salaries and wages ................................. $2,024.58 Taxes (other than taxes on income) ................. 240.56 2,265.14 $ 5,202.17 _________ ___________ ___________ NONCURRENT LIABILITY Note payable to officer—unsecured and without interest ...................... $ 48,893.46 CAPITAL Common stock—authorized, 3,000 shares of $50 par value; issued and outstanding, 135 shares ................................... $ 6,750.00 Subscriptions to common stock, 1,365 shares .................... 68,250.00 75,000.00 __________ ___________ TOTAL LIABILITIES .................................................................... $129,095.63
Thereafter petitioner received the following reply from the Produce Reporter Company in regard to the financial statement submitted:
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