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1. Charles Heston retires from the Ben Hur Partnership when his basis in his par

ID: 2484988 • Letter: 1

Question

1. Charles Heston retires from the Ben Hur Partnership when his basis in his partnership interest is $70,000, including his $10,000 share of liabilities.

2. The Partnership is in the business of providing crisis management services for local residences and residents. At the date of Charles’s retirement, the partnership’s balance sheet is as follows:

                                                                                Partnership’s Basis                         FMV

                                                Assets:

                                                Cash                                       $ 50,000                             $ 50,000

                                                Receivables                                      0                                               0

                                                Equipment                             40,000                                   50,000

                                                Building                                   90,000                              100,000

                                                Land                                          30,000                                   70,000

                                                Total Assets                        $210,000                             $270,000

                                                               

                                                                                Liabilities & Capital:                                                                                                                                      

                                                Liabilities                          $    30,000                            $    30,000

                                                Capital

                                                Ernest                                        60,000                            $    80,000

                                                Ehrlich                                      60,000                                  80,000

Bergman                                  60,000                                   80,000

                                                Total Liabilities + Capital       $210,000                            $ 270,000

                                                               

3. If the equipment were sold today, the entire gain would be section 1245 ordinary income.

                                                               

4. The building has been depreciated using the straight line method.

5. Mr. Heston will receive payments of $20,000 cash plus 5% of the partnership’s ordinary income for each of the next five years.

6. The partnership agreement specifies that goodwill will be paid for when a partner retires. Ben Hur Partnership and Mr. Heston agree that the partnership has $21,000 in goodwill he retires and that he will be paid his one-third share of such goodwill.

Required:

(1) Determine the amount and character of the income Charles must report for each of the next five years. In addition, determine the amount and character of the tax consequences of his retirement to the partnership and the remaining partners for the next five years. (Assume that the partnership earns $100,000 of ordinary income in each of the next five years.)

In these two determinations, it is important to provide the observer with the impacts of these issues in a manner which shows that any impact to the retiring partner will also have an impact to the remaining partners. In this effort, an example of differing consequences to Charles and to the partnership would be appropriate.

(2)Finally, create different scenarios where there could be a better solution for the retiring partner and the remaining partners by re-structuring the proposed transaction. (Note, your senior manager is a stickler for citations and will consider a lack of perfect citations a clue to a lack of research skills.)

Explanation / Answer

Solution.

(1)

Tax impact for Charles:

*Capital Gain Income = $20000*5 (Payments other the Income-linked) - $70000 (Basis in parnership) = $30000

**Ordinary taxable income = $7000 (Share of goodwill) + $5000 (Income linked payments)

Tax impact for Partnership and other partners:

Remaining partners in partnership will be able to deduct amount paid to retiring partners (i.e., 5% of $100000 = $5000) each year as Ordinary business expense from its ordinary profits (as it has been taxed for retiring partner).

Distributive shares of partnership income or guaranteed payments payments are included in income by the recipient. Remaining partners who continue to make guaranteed payments to satisfy the partnership's liability to a retired partner can deduct the payments as a business expense in the year paid.

For example if in above case instead of 5%, Charles would have received 10% each year then the remaining partners would have deducted 10% (amount paid to Charles) as expense during the year.

(2)

Scenario 1. In the given case Charles will have to pay tax on capital gain of $30000. This liability can be deferred if the payment made to retiring partner above his basis is linked to profits of firm. Like in this case instead of 5% p.a., if 11% p.a. is paid to Charles then the remaining partners can claim deduction of $11000 instead of $5000 p.a. And liability of Charles for capital gain tax can also be deferred this way.

Scenario 2. Amount of goodwill paid to Charles can also be linked to profits and expense can be claimed by partners.

Year 1 Year 2 Year 3 Year 4 Year 5 Capital Gain Income $30000* - - - - Ordinary Taxable Income $12000** $5000 $5000 $5000 $5000