OPINION
HENDLEY, Judge.
Taxpayer appeals the order and decision of the Commissioner of Revenue assessing a deficiency on taxpayer’s corporate income tax for 1973. We reverse.
The question to be decided by this case is the meaning to be given to the term “business income” as it is used in the Uniform Division of Income for Tax Purposes Act (UDITPA) § 72-15A-16 to § 72-15A-36, N.M.S.A.1953 (2d Repl.Vol. 10, pt. 2, Supp.1973).
Section 72-15A-17(A), supra, provides:
“ * * * ‘Business income’ means income arising from transactions and activity in the regular course of the taxpayer’s trade or business and includes income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer’s regular trade or business operations.”
Taxpayer is a foreign corporation engaged in the business of laying pipelines. Their pipeline work was of two varieties. One type, pursued for about twenty-five years prior to the transaction in question, involved the laying of small diameter pipelines (little-inch work). The other type, pursued for four or five years before the transaction in question, involved the laying of large diameter pipelines (big-inch work).
In 1973 the corporation experienced a major re-organization, with the principal shareholder selling out to three management employees. This transaction was partially accomplished by the liquidation of the big-inch pipeline business. The pipeline equipment was sold by auction in Texas and Nevada. Taxpayer, viewing the income derived from the sale as nonbusiness income, decided that UDITPA provided for allocation of that income either to Nevada or Texas, under § 72-15A-22, supra.
The Commissioner in his decision and order found that:
“4. Taxpayer testified that he regularly bought and/or sold as much as five hundred thousand dollars worth of equipment annually, of the types the receipts of which are taxed in the instant assessment. The acquisition, management, and disposition of this equipment constituted an integral part of the taxpayer’s regular trade or business. In addition, said equipment was used by taxpayer to produce business income and was so utilized until the time said equipment was sold. Therefore, the receipts from the sale of this equipment was business income within the meaning of § 72-15A-17(A), N.M.S.A.1953.”
The Commissioner’s factual view of taxpayer’s testimony regarding the buying and selling of equipment is taken out of context and does not properly characterize the nature of taxpayer’s transactions. As we stated in Payne v. Tuozzoli, 80 N.M. 214, 453 P.2d 384 (Ct.App.1969):
“In resolving conflicts in the evidence in support of the findings, it is not contemplated, nor is it consistent with reason, that words, phrases, clauses or sentences may be selected out of context and then combined to give support for a conclusion which is not supportable by the entire text of the testimony of the witnesses on the particular subject or subjects from which the selections are taken.”
Taxpayer did testify that he regularly bought and/or sold as much as five hundred thousand dollars worth of equipment annually. However, this buying and selling of equipment was done in the course of replacing used or scrapped equipment used in the business with new. Taxpayer testified that “* * * [w]e have ditching machines and loading back hoes * * * and we want to trade one in for another, or scrap one and buy a new piece of equipment * *
We agree with the Bureau that § 72-15A-17(A), supra, can be broken down into two parts, each with distinct meanings; (1) “* * * transactions and activity in the regular course of the taxpayer’s trade or business * * * ” and (2) situations in which “ * * * the acquisition, management, and disposition of the property constitute integral parts of the taxpayer’s regular trade or business operations * * In his decision, the Commissioner relies on the second part of this section.
One of the few cases construing this section of the Act is Western Natural Gas Company v. McDonald, 202 Kan. 98, 446 P.2d 781 (1968). (However, see W. J. Voit Rubber Co., C.C.H. State Tax Cas. Rep. para. 202-435 (Cal.Bd. of Equalization 1964)). In that case the taxpayer was an oil company engaged in various facets of petroleum resource development. It owned a substantial number of oil and gas leases in Kansas. These leases were held for exploration and development and not for resale. In fact, the company had not sold any of their leases from 1947, the time it began operations in Kansas, until 1963, when the company underwent a total liquidation. The income tax return of the company for 1963 excluded gains attributable to the sale of the oil and gas leases. The court in deciding that the income realized by Western Natural Gas Company on the sale of the leases was not business income under UDITPA stated:
“ * * * To constitute business income it must arise from transactions and activity in the regular course of a trade or business. Business income includes income from intangible property if the acquisition, management and disposition giving rise to the income constitute integral parts of the regular trade or business operations. It is not the use of the property in the business which is the determining factor under the statute. The controlling factor by which the statute identifies business income is the nature of the particular transaction giving rise to the income. To be business income the transaction and activity must have been in the regular course ot taxpayer's business operations.” [Emphasis Added],
The court went on to hold that:
“The present sale of leases cannot be considered made in the regular course of business operations. This sale by Western included all of its assets. A complete plan of liquidation was carried out requiring the affirmative vote of its stockholders. The sale was not made in the regular course of taxpayer’s business operations when measured by its former practices. It had not sold oil and gas leases. The sale contemplated cessation rather than operation of the business.”
Western Natural Gas Company v. McDonald, supra, is distinguished from Sperry and Hutchinson Co. v. Department of Revenue, Or., 527 P.2d 729 (1974). In Sperry and Hutchinson Co. v. Department of Revenue, supra, the court considered whether investment income received by the taxpayer company, which had as its primary business the sale of trading stamp promotional services to retailers, was business income. The court in deciding this case under the first part of the statute held that the interest paid on the short term securities held to satisfy the needs for liquid capital in the stamp business was business income:
“The short-term securities held to satisfy the needs for liquid capital in the stamp business are apportionable.
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OPINION
HENDLEY, Judge.
Taxpayer appeals the order and decision of the Commissioner of Revenue assessing a deficiency on taxpayer’s corporate income tax for 1973. We reverse.
The question to be decided by this case is the meaning to be given to the term “business income” as it is used in the Uniform Division of Income for Tax Purposes Act (UDITPA) § 72-15A-16 to § 72-15A-36, N.M.S.A.1953 (2d Repl.Vol. 10, pt. 2, Supp.1973).
Section 72-15A-17(A), supra, provides:
“ * * * ‘Business income’ means income arising from transactions and activity in the regular course of the taxpayer’s trade or business and includes income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer’s regular trade or business operations.”
Taxpayer is a foreign corporation engaged in the business of laying pipelines. Their pipeline work was of two varieties. One type, pursued for about twenty-five years prior to the transaction in question, involved the laying of small diameter pipelines (little-inch work). The other type, pursued for four or five years before the transaction in question, involved the laying of large diameter pipelines (big-inch work).
In 1973 the corporation experienced a major re-organization, with the principal shareholder selling out to three management employees. This transaction was partially accomplished by the liquidation of the big-inch pipeline business. The pipeline equipment was sold by auction in Texas and Nevada. Taxpayer, viewing the income derived from the sale as nonbusiness income, decided that UDITPA provided for allocation of that income either to Nevada or Texas, under § 72-15A-22, supra.
The Commissioner in his decision and order found that:
“4. Taxpayer testified that he regularly bought and/or sold as much as five hundred thousand dollars worth of equipment annually, of the types the receipts of which are taxed in the instant assessment. The acquisition, management, and disposition of this equipment constituted an integral part of the taxpayer’s regular trade or business. In addition, said equipment was used by taxpayer to produce business income and was so utilized until the time said equipment was sold. Therefore, the receipts from the sale of this equipment was business income within the meaning of § 72-15A-17(A), N.M.S.A.1953.”
The Commissioner’s factual view of taxpayer’s testimony regarding the buying and selling of equipment is taken out of context and does not properly characterize the nature of taxpayer’s transactions. As we stated in Payne v. Tuozzoli, 80 N.M. 214, 453 P.2d 384 (Ct.App.1969):
“In resolving conflicts in the evidence in support of the findings, it is not contemplated, nor is it consistent with reason, that words, phrases, clauses or sentences may be selected out of context and then combined to give support for a conclusion which is not supportable by the entire text of the testimony of the witnesses on the particular subject or subjects from which the selections are taken.”
Taxpayer did testify that he regularly bought and/or sold as much as five hundred thousand dollars worth of equipment annually. However, this buying and selling of equipment was done in the course of replacing used or scrapped equipment used in the business with new. Taxpayer testified that “* * * [w]e have ditching machines and loading back hoes * * * and we want to trade one in for another, or scrap one and buy a new piece of equipment * *
We agree with the Bureau that § 72-15A-17(A), supra, can be broken down into two parts, each with distinct meanings; (1) “* * * transactions and activity in the regular course of the taxpayer’s trade or business * * * ” and (2) situations in which “ * * * the acquisition, management, and disposition of the property constitute integral parts of the taxpayer’s regular trade or business operations * * In his decision, the Commissioner relies on the second part of this section.
One of the few cases construing this section of the Act is Western Natural Gas Company v. McDonald, 202 Kan. 98, 446 P.2d 781 (1968). (However, see W. J. Voit Rubber Co., C.C.H. State Tax Cas. Rep. para. 202-435 (Cal.Bd. of Equalization 1964)). In that case the taxpayer was an oil company engaged in various facets of petroleum resource development. It owned a substantial number of oil and gas leases in Kansas. These leases were held for exploration and development and not for resale. In fact, the company had not sold any of their leases from 1947, the time it began operations in Kansas, until 1963, when the company underwent a total liquidation. The income tax return of the company for 1963 excluded gains attributable to the sale of the oil and gas leases. The court in deciding that the income realized by Western Natural Gas Company on the sale of the leases was not business income under UDITPA stated:
“ * * * To constitute business income it must arise from transactions and activity in the regular course of a trade or business. Business income includes income from intangible property if the acquisition, management and disposition giving rise to the income constitute integral parts of the regular trade or business operations. It is not the use of the property in the business which is the determining factor under the statute. The controlling factor by which the statute identifies business income is the nature of the particular transaction giving rise to the income. To be business income the transaction and activity must have been in the regular course ot taxpayer's business operations.” [Emphasis Added],
The court went on to hold that:
“The present sale of leases cannot be considered made in the regular course of business operations. This sale by Western included all of its assets. A complete plan of liquidation was carried out requiring the affirmative vote of its stockholders. The sale was not made in the regular course of taxpayer’s business operations when measured by its former practices. It had not sold oil and gas leases. The sale contemplated cessation rather than operation of the business.”
Western Natural Gas Company v. McDonald, supra, is distinguished from Sperry and Hutchinson Co. v. Department of Revenue, Or., 527 P.2d 729 (1974). In Sperry and Hutchinson Co. v. Department of Revenue, supra, the court considered whether investment income received by the taxpayer company, which had as its primary business the sale of trading stamp promotional services to retailers, was business income. The court in deciding this case under the first part of the statute held that the interest paid on the short term securities held to satisfy the needs for liquid capital in the stamp business was business income:
“The short-term securities held to satisfy the needs for liquid capital in the stamp business are apportionable. These securities are purchased during periods of cash flow surplus and are liquidated when the proceeds, both interest and capital, are needed to meet business obligations during periods of cash flow deficit. Thus, this is business income ‘arising from transactions and activity in the regular course of the taxpayer’s trade or business’ and is part of S & H’s unitary business.”
Thus, the court in Sperry and Hutchinson Co. v. Department of Revenue, supra, decided that taxpayer had expanded its business to include investment in short term securities and that it regularly engaged in the activity.
The foregoing cannot be said of taxpayer. Taxpayer testified that this partial liquidation transaction in question was “ * * * a very unusual transaction; one that would only happen to a company once in its entire history * * * ” and “ * * * it changed the basic nature of our business; it changed the geographical environment of where our business could operate in * * *.” Thus, we fail to see how the acquisition, management and disposition of the property constituted integral parts of the taxpayer’s regular trade or business.
We agree with the court’s decision in Western Natural Gas Company v. McDonald, supra. In the present case, taxpayer was not in the business of buying and selling pipeline equipment and, in fact, the transaction in question was a partial liquidation of taxpayer’s business and a total liquidation of taxpayer’s big inch business. The sale of equipment did not constitute an integral part of the regular trade or business operations of taxpayer. This sale contemplated a cessation of taxpayer’s big inch business.
Accordingly, we reverse the decision and order of the Commissioner.
It is so ordered.
HERNANDEZ, J., concurs. LOPEZ, J., dissents.