DocketNumber： Docket No. 12137.
Citation Numbers： 12 B.T.A. 1021, 1928 BTA LEXIS 3423
Judges： Trammell
Filed Date： 6/29/1928
Status： Precedential
Modified Date： 11/20/2020
*3423 The action of the petitioner in determining the cost of goods by reducing the invoice price by 5 per cent, representing discounts, is approved.
*1021 This is a proceeding for the redetermination of a deficiency in income and profits taxes for the calendar year 1919 in the amount of $10,208.90. The petitioner assigns the following errors: (1) That the Commissioner erred in adding to income an inventory adjustment as at December 31, 1919; (2) that the Commissioner erred in disallowing as a deduction for 1919 ordinary and necessary expenses of carrying on the taxpayer's business amounting to $5,729.55; (3) that the Commissioner erred in disallowing as part of invested capital or, in the alternative, in disallowing as a deduction $50,000, representing the difference between the amount paid to petitioner at organization for its first preferred stock and the amount at which the stock was sold by the purchaser to the public.
*1022 FINDINGS OF FACT.
The petitioner is a Maryland corporation, having its principal office at Baltimore. It is engaged*3424 in the wholesale jobbing business in general merchandise. The wholesale establishment is located in Baltimore. It also operates two retail stores in West Virginia. The Maryland corporation, the petitioner, was organized in 1919. It took over the assets and business of a company of the same name which was organized as a corporation in 1912 in West Virginia. The West Virginia corporation in turn took over an individual business conducted by members of the Blumberg family since 1888. The capitalization of the petitioner corporation was $400,000 first preferred, $400,000 second preferred, and $200,000 common stock.
When the new corporation was formed the first preferred stock, having a par value of $400,000, was sold to the Baltimore Trust Co., for $350,000 and was resold to the public for $400,000.
The petitioner corporation was organized principally for the purpose of effecting a recapitalization and for the purpose of securing additional funds. Blumberg approached his attorneys with respect to this matter and they recommended the organization of the petitioner corporation. After the new corporation was formed and the new stock was issued the attorneys presented their bill, *3425 in the amount of $5,729.55, covering all of their services in connection with the formation of the new company and the refinancing. This bill was paid in 1919. This amount was disallowed by the respondent.
The petitioner corporation ceased operations in December, 1924. It has, however, not been dissolved and is still collecting outstanding accounts and winding up its affairs.
The respondent disallowed the amount of $50,000, being the difference between the amount paid to the petitioner for the stock and the par value thereof at which it was sold to the public by the trust company which acquired it from the petitioner and also disallowed as a deduction to be written off over the life of the corporation or over the period of five years as claimed by the petitioner.
The petitioner and its predecessors in the business had established the uniform practice since 1901 of taking a 5 per cent reduction from invoice prices, representing discounts, in order to establish the cost of goods. During 1919, the petitioner took its inventories on the basis of cost or market, whichever was lower, and, cost being less than market, used cost.
The petitioner deducted all trade discounts*3426 from its purchase invoices as the same were received and charged its purchase account with the balance, that is, with the net purchase price. It was not practicable for the petitioner or its predecessors to assign to each item of inventory the exact trade discounts applicable thereto. It has *1023 been the experience of the petitioner and its predecessors, however, since 1901, that trade discounts averaged approximately 5 per cent of gross purchases. The petitioner and its predecessors, therefore, in pricing the inventory deducted 5 per cent, representing the average trade discounts. By this method the petitioner took into the accounts inventories at substantially the same values at which they had been charged to purchases.
The respondent disallowed the reduction in the inventories of the 5 per cent representing the average discounts, upon the ground that inventories may not be reduced by an estimated amount claimed to represent trade discounts. The amount disallowed by the respondent in the closing inventory of December 31, 1919, was $15,782.12. There was a similar adjustment made by the respondent in the opening inventory for 1919 upon the same basis but in a different*3427 amount.
OPINION.
TRAMMELL: With respect to the inventory adjustment, the petitioner, both at the beginning and the end of 1919, took a straight 5 per cent discount in taking the inventory and reducing the inventory by that amount, representing the average of the cash discounts. The pleadings do not raise any issue with respect to whether the petitioner correctly determined the cost of goods except with respect to the discounts. This being true, the question to be determined is whether the cost of goods is properly and accurately determined by deducting from the invoice price the average discount of 5 per cent.
We are not now concerned with the question of the value of the goods or whether that value was greater or less than cost, that question not having been raised. It is a question of fact as to whether the 5 per cent discount deducted from the inventory substantially reduces the invoice price of the goods to the actual cost paid. The system used by the petitioner both at the beginning and at the end of 1919 was consistent and in accordance with its practice since 1901. From the petitioner's actual experience and from tests made by the revenue agents, it appears that*3428 the average discount of 5 per cent is substantially and to all practical purposes correct.
We are, therefore, of the opinion that both the opening and closing inventories for 1919 should be determined by reducing the invoice price of goods by 5 per cent representing the discounts thereof.
With respect to the second issue, that is, the claimed deduction of the amount of $5,729.55, paid to attorneys for services in connection with the organization and refinancing of the petitioner corporation, we have heretofore decided that such expenditures are not deductible. ; ; ; *1024 ; .
With respect to the remaining issue, that is, the so-called commission in the sale of petitioner's preferred stock, it is our opinion that this so-called commission can not be included in invested capital. In the case of the *3429 , we held that a commission paid in the sale of the corporation's own stock can never serve to increase invested capital. Conceding, for the sake of argument but not deciding, that the petitioner paid a commission of $50,000, it could not be included in invested capital.
With respect to the alternative contention of the petitioner that the amount of $50,000, representing the difference between the amount it received for its first preferred stock and the amount at which the stock was sold to the public should be allowed as deductions from income over the five-year period, that is, said amount should be spread over the different years up until the corporation ceased business, it is our opinion that such deductions are not allowable. ;