Carrie D’Lake, Reed A. Green, and Doug A. Divot share a passion for golf and decide to go into the golf club manufacturing business together. On January 2, 2019, D’Lake, Green and Divot form the Slicenhook Partnership, a general partnership. Slicenhook’s main product will be a perimeter-weighted titanium driver with a patented graphite shelf. All three partners plan to actively participate in the business. The partners contribute the following property to form Slicenhook
Partner
|
Contribution
|
D’Lake
|
Land, FMV $460,000
Basis $460,000, Mortgage $60,000
|
Green
|
$400,000
|
Divot
|
$400,000
|
Carrie had recently acquired the land with the idea that she would contribute it to the newly formed partnership. The partners agree to share in profits and losses equally. Slicenhook elects a calendar year-end and accrual method of accounting.
In addition, Slicenhook received $1,500,000 recourse loan form Big Bank at the time the contributions were made. Slicenhook uses the proceeds from the loan and the cash contributions to build a state-of-the-art manufacturing facility ($1,200,000), purchase equipment ($600,000), and produce inventory ($400,000). With the remaining cash, Slinhook invests $45,000 in the stock of a privately-owned graphite research company and retains $55,000 as working cash.
Slicenhook operates on a just-in-time inventory system so it sells all inventory and collects all sale immediately. That means that at the end of the year, Slicenhook does not carry any inventory or accounts receivable balances. During 2019, S has the following operating results
Sales
|
|
$1,126,000
|
COGS
|
|
400,000
|
Interest income from tax-exempt bonds
|
|
900
|
Qualified dividend income from stock
|
|
1,500
|
Operating expenses
|
|
126,000
|
Depreciation (tax)
|
|
|
179 on equipment
|
39,000
|
|
Equipment
|
81,000
|
|
Building
|
24,000
|
144,000
|
Interest expense on debt
|
|
120,000
|
The partnership is very successful in its first year. The success allows Slicenhook to use excess cash from operations to purchase $15,000 of tax-exempt bond (you can see the interest income already reflected in the operation results). The partnership also makes a principal payment on its loan from Big Bank in the amount of $30,000 and a distribution of $100,000 to each of the partners on December 31, 2019.
The partnership continues its success in 2020 with the following operationg results
Sales
|
|
$1,200,000
|
COGS
|
|
420,000
|
Interest income from tax-exempt bonds
|
|
900
|
Qualified dividend income from stock
|
|
1,500
|
Operating expenses
|
|
132,000
|
Depreciation (tax)
|
|
|
Equipment
|
147,000
|
|
Building
|
30,000
|
177,000
|
Interest expense on debt
|
|
96,000
|
The operating expenses include a $1,800 trucking fine that one of its drivers incurred for reckless driving and speeding and meals expense of $6,000.
By the end of 2020, Reed has had a falling out with Carrie and Doug and has decided to leave the partnership. He has located a potential buyer for his partnership interest, Indie Ruff. Indie Ruff has agreed to purchase Reed’s interest in Slicenhook for $730,000 in cash and the assumption of Reed’s share of Slicenhook’s debt. Carrie and Doug, however, are not certain that admitting Indie to the partnership is such a good idea. They want to consider having Slicenhook liquidate Reed’s interest on January 1, 2021. As of January 1, 2021, Slicenhook had the following assets
|
Tax Basis
|
FMV
|
Cash
|
876,800
|
876,800
|
Investment- tax exempts
|
15,000
|
18,000
|
Investment stock
|
45,000
|
45,000
|
Equipment-net of depreciation
|
333,000
|
600,000
|
Building-net of depreciation
|
1,146,000
|
1,440,000
|
Land
|
460,000
|
510,000
|
Total
|
Z42,875,800
|
$3,489,800
|
Carrie and Doug propose that Slicenhook distribute the following to Reed in complete liquidation of his partnership interests.
|
Tax Basis
|
FMV
|
Cash
|
485,000
|
485,000
|
Investment stock
|
45,000
|
45,000
|
Equipment- $200,000 cost net of depreciation
|
111,000
|
200,000
|
Total
|
$641,000
|
730,000
|
Slicenhook has not purchased or sold any equipment since its original purchase just after formation.
a) Determine each partner’s recognized gain or loss upon formation of Slicenhook.
b) What is each partner’s initial tax basis in Slicenhook on January 2,2019?
c) Prepare Slicenhook’s opening tax basis balance sheet as of January 2,2019?
d) Using the operating results, what are S’s ordinary income and separately stated items for 2019?
e) Using the information provided, prepare Slicenhook’s page 1 and Schedule K to be included with its Form 1065 for 2019. Also prepare a Schedule K-1 for Carrie.
f) What are Carrie’s, Reed’s and Doug’s bases in their partnership interest at the end of 2019 and 2020?
g) If Reed sells his interest in Slicenhook to Indie Ruff, what is the amount and character of his recognized gain of loss? What is Indie’s basis in the partnership interest?
h)
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