Bentley Laboratories, Inc. v. Commissioner

77 T.C. 152, 1981 U.S. Tax Ct. LEXIS 90
CourtUnited States Tax Court
DecidedJuly 30, 1981
DocketDocket Nos. 7755-76, 1232-78
StatusPublished
Cited by14 cases

This text of 77 T.C. 152 (Bentley Laboratories, Inc. v. Commissioner) is published on Counsel Stack Legal Research, covering United States Tax Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bentley Laboratories, Inc. v. Commissioner, 77 T.C. 152, 1981 U.S. Tax Ct. LEXIS 90 (tax 1981).

Opinion

OPINION

Raum, Judge:

The Commissioner determined deficiencies of $453,968 and $438,995 in petitioners’ 1972 and 1973 income taxes, respectively. Petitioner Bentley Laboratories, Inc. (Bentley Labs or Labs), owns all of the stock of Bentley International Ltd., a domestic international sales corporation (DISC or International). Bentley Labs is an accrual basis taxpayer with a fiscal year ending November 30, and the DISC is an accrual basis taxpayer with a fiscal year ending January 31. The principal issue is whether profit from sales of products by Bentley Labs to the DISC should be included in the parent corporation’s income for the taxable year in which such sales are completed, or should be deferred until the succeeding taxable year when the precise transfer price1 for such sales is finally ascertained at the DISC’s yearend in accordance with the intercompany pricing rules set forth in section 994, I.R.C. 1954. The case was submitted on the basis of a stipulation of facts.

Petitioner Bentley Laboratories, Inc., is a Delaware corporation organized on December 4,1969. At the time of the filing of its petitions herein, its principal place of business was in Irvine, Calif. Sensorex is a California corporation organized on January 16, 1973, with a principal place of business in Irvine, Calif. Bentley Labs owns 95 percent of the issued and outstanding stock of Sensorex. Sensorex is a party to this action only because it joined Bentley Labs in filing a consolidated tax return for the year ended November 30, 1973, and Bentley Labs will accordingly sometimes hereinafter be referred to as the petitioner.

Since 1969, petitioner has been engaged in the business of manufacturing and selling paramedical equipment. It maintains its books and records and prepares its income tax returns on the accrual method of accounting and on the basis of a fiscal year ending November 30.

Bentley International Ltd., a wholly owned subsidiary of petitioner, is a California corporation organized on January 18, 1972. It commenced doing business on February 1, 1972, and elected to be treated as a domestic international sales corporation for income tax purposes, in accordance with the provisions of sections 991 through 997, I.R.C. 1954. This election was in effect for the taxable years in issue, and it remained in effect at the time of the submission of this case. The books and records and the income tax returns of the DISC were maintained on the accrual method of accounting and on the basis of a fiscal year ending January 31. The books of the DISC were maintained and overseen by personnel of the petitioner but kept separately in accordance with section 1.992-l(a)(7), Income Tax Regs.

Since commencing business, the DISC has purchased paramedical equipment from petitioner, and, in turn, has disposed of such equipment outside of the United States in accordance with an agreement between petitioner and the DISC dated February 1, 1972. In that agreement, International agreed to "accept billing for products from Labs in an amount which will yield to Labs the optimum tax benefit allowable” pursuant to section 994, I.R.C. 1954, which sets forth intercompany pricing rules for determining the "transfer price”2 with respect to sales by a'parent corporation to a DISC. The agreement also provided that "International further agrees to accept estimated billings from Labs at interim periods which will be adjusted at the close of International’s fiscal year * * * to an amount which will satisfy the requirements of” section 992, I.R.C. 1954, which specifies the requirements for qualification as a DISC.

The transfer prices on sales by petitioner to the DISC during petitioner’s taxable year ended November 30, 1972, were determined at the end of the DISC’S fiscal year ended January 31, 1973, utilizing the 50-50 combined taxable income method provided by section 994(a)(2), I.R.C. 1954. All of the products sold by petitioner to the DISC qualified for grouping under section 1.994-l(c)(7), Income Tax Regs. Pursuant to this regulation, grouping of transactions was elected for the period in issue, instead of computation of the transfer price on a transaction-by-transaction basis. The transfer price and costs of manufacture (together with the resulting gross profit) on such sales were reported on petitioner’s income tax return for petitioner’s taxable year ended November 30, Í973. Petitioner’s income tax return for the taxable year ended November 30, 1972, does not reflect the transfer price, manufacturing costs, or any profit on completed sales of goods to the DISC during the period February 1, 1972, through November 30, 1972. However, petitioner deducted its direct selling expenses on sales to the DISC for this period on its income tax return for the taxable year ended November 30,1972. It also deducted on its return for that taxable year its full general and administrative expenses from February 1, 1972, through November 30, 1972, without eliminating that portion of such expenses allocable to its sales to the DISC that were completed during its taxable year ended November 30,1972.

On its books and records for the fiscal year ended November 30,1972, petitioner recorded a total of $1,221,587.17 in sales to the DISC. It also recorded in its books and records for that year manufacturing costs in the amount of $687,119.06 with respect to the products sold to the DISC in that year. However, the sales to the DISC and the related cost of manufacturing the goods sold to the DISC were "journalled out” of petitioner’s accounts at the end of the taxable year, thereby causing a $534,468.11 decrease in petitioner’s taxable income for the taxable year ended November 30,1972.

Petitioner followed similar accounting procedures for the succeeding taxable year. It determined the transfer price on its sales to the DISC during the period February 1,1973, through November 30, 1973, at the end of the DISC’S fiscal year ended January 31,1974, utilizing the 50-50 combined taxable income method authorized by section 994(a)(2) of the Code as well as the grouping of transactions permitted by section 1.994-l(c)(7), Income Tax Regs. The transfer price and manufacturing costs (together with the resulting gross profit) on such sales were reported in petitioner’s income tax return for the taxable year ended November 30, 1974. Its income tax return for the taxable year ended November 30, 1973, does not reflect the transfer price, costs to manufacture, or any profit on sales of goods made to the DISC during the period February 1, 1973, through November 30, 1973. Petitioner deducted all of its general and administrative expenses from February 1, 1973, through November 30, 1973, on its income tax return for the taxable year ended November 30, 1973, without eliminating that portion of such expenses allocable to its sales to the DISC made during this taxable year.

During the period February 1, 1973, through November 30, 1973, petitioner’s cost to manufacture products sold to the DISC was $1,059,786, and, during this same period, petitioner recorded in its books and records the amount of $1,059,786 as sales to the DISC.

For financial reporting purposes, petitioner and the DISC are parent and subsidiary.

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Bentley Laboratories, Inc. v. Commissioner
77 T.C. 152 (U.S. Tax Court, 1981)

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Bluebook (online)
77 T.C. 152, 1981 U.S. Tax Ct. LEXIS 90, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bentley-laboratories-inc-v-commissioner-tax-1981.