Technalysis Corp. v. Commissioner

101 T.C. No. 27, 101 T.C. 397, 1993 U.S. Tax Ct. LEXIS 68
CourtUnited States Tax Court
DecidedNovember 4, 1993
DocketDocket No. 3238-91
StatusPublished
Cited by10 cases

This text of 101 T.C. No. 27 (Technalysis Corp. 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
Technalysis Corp. v. Commissioner, 101 T.C. No. 27, 101 T.C. 397, 1993 U.S. Tax Ct. LEXIS 68 (tax 1993).

Opinion

Gerber, Judge:

Respondent, by means of a statutory notice of deficiency, determined Federal income tax deficiencies for petitioner’s 1986, 1987, and 1988 taxable years in the amounts of $272,691.92, $367,756.68, and $449,840, respectively. Respondent, however, conceded that the maximum deficiencies for 1987 and 1988 are not in excess of $361,417.05 and $335,156.36, respectively. The deficiencies are attributable to respondent’s determination that petitioner is subject to the accumulated earnings tax imposed by section 531.1

The issues for consideration are: (1) Whether the accumulated earnings tax can be applied to a widely held public corporation; (2) whether petitioner permitted its earnings and profits to accumulate beyond the reasonable needs of the business; and (3) whether petitioner was formed or availed of for the proscribed purpose of avoiding income tax with respect to its shareholders.

FINDINGS OF FACT

Some of the facts have been stipulated, and the stipulation of facts and attached exhibits are incorporated by this reference. When the petition was filed, petitioner’s principal place of business was Minneapolis, Minnesota.

Background

Victor Rocchio (Rocchio) began his career as a computer programmer for Univac in 1956. He left Univac in 1962 to work for Aries Corp., a programming services business started by a colleague from Univac. Rocchio began as a programmer at Aries, and after 2% years he also became a member of the board of directors. During his last 2 years at Aries, he was manager of the Minneapolis office and a vice president of the company. Rocchio left Aries in 1967 because control of the company switched to the Washington, D.C., office and also because he did not agree with the company’s management philosophy. Rocchio’s background and experience were principally technical, and he was not as sophisticated regarding business and tax matters.

In 1967, Rocchio and six other similarly oriented individuals from Aries incorporated petitioner (hereinafter sometimes referred to as Technalysis) in Minnesota as a private corporation. Technalysis began operation on January 2, 1968. During October 1968, Technalysis issued 100,000 shares of stock at $2.50 a share through an initial public offering. Technalysis’ initial capital was raised from the sale of shares to its incorporators. Technalysis also made shares available to the general public to raise additional working capital. No leveraged financing or similar means of raising capital was used other than the sales of shares of Technalysis stock.

During the years in issue, petitioner’s shares were listed on the National Market System of the over-the-counter market. Approximately 1,500 shareholders held petitioner’s stock during the years in issue. There were 1,606,208, 1,635,018, and 1,591,543 shares outstanding as of December 31, 1986, December 31, 1987, and December 31, 1988, respectively.

Nature of Petitioner’s Business

Technalysis is a computer programming services business. Technalysis provides programmers to government agencies and commercial companies at an hourly rate. This is a highly competitive and volatile business. The programming consulting services are provided primarily at the customer’s location. Technalysis also developed computer software programs for general use to sell to customers. The percentage of petitioner’s gross revenue derived from programming service fees was approximately 86 percent, 90 percent, and 89 percent for the taxable years 1986, 1987, and 1988, respectively. The percentage of petitioner’s gross revenue derived from the sale of software was approximately 12 percent, 8 percent, and 8 percent for the taxable years 1986, 1987, and 1988, respectively.

Technalysis’ business was personnel-intensive. Qualified professionally skilled labor is the most important element in the operation of this type of business. Programmers were hired on a full-time basis, not on a temporary basis. Part-time programmers were not generally utilized because qualified part-time programmers were not always available. Technalysis would hire qualified programmers whenever it found them, whether or not there was an immediate need for their services. Programmers were considered “on the bench” when they were not currently working on a contract and were waiting for their next assignment. Technalysis’ policy was to keep employees through slow times and during periods when they were on the bench. Employee turnover at Technalysis was minimal, and significant layoffs were not experienced. Petitioner had approximately 185, 227, and 250 employees at the end of the years 1986, 1987, and 1988, respectively. Petitioner’s salary expense (exclusive of officers’ compensation) for 1986, 1987, and 1988 was $1,866,261, $1,855,496, and $2,351,037, respectively.

Technalysis’ management philosophy wás extremely conservative. Rocchio did not believe in taking risks. While Rocchio was president, Technalysis had no long-term debt. There was short-term debt its first year of operation, but none since then. Technalysis has financed all its growth through the sale of shares and internally generated cash. Even though Technalysis’ business expanded throughout the period under consideration and several additional geographical locations were opened, no debt was incurred or leveraging used. Petitioner’s accumulated earnings and profits were $5,346,888, $6,082,042, and $7,062,764 at the end of the years 1986, 1987, and 1988, respectively.

Petitioner’s Officers and Directors

Rocchio has been president and a member of the board of directors since the company was incorporated and throughout the years in issue. Edward Zimmer (Zimmer), Robert Erickson (Erickson), and Archibald Spencer (Spencer), three of the four original members of the board of directors, were outside directors of Technalysis throughout the years in issue. During May 1988, Technalysis’ shareholders voted to add a fifth member to the board of directors. Milan Elton (Elton), an employee of Technalysis from the beginning, became the fifth member of Technalysis’ board of directors in 1988 at a time when he was a vice president and the secretary/controller of Technalysis.

Rocchio was the largest shareholder during the years in issue, holding between 17 percent and 17.7 percent of the outstanding shares. The second largest shareholder was a mutual fund, which held between 12.3 percent and 13.25 percent of the outstanding shares. The mutual fund did not send a representative to any shareholder meetings and made contact with Technalysis’ officers only on a few occasions.

During 1986, 1987, and 1988, the board members other than Elton collectively owned approximately 25 percent of the outstanding shares of Technalysis, as follows:

1986 1987 1988
17.0% 17.5% 17.7% Rocchio
.4 .3 .3 Spencer1
4.5 4.5 4.5 Erickson
2.8 2.7 2.7 Zimmer
24.7 25.0 25.2

Elton owned approximately 4 percent to 4.5 percent of the outstanding shares of Technalysis during the years in issue.

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Technalysis Corp. v. Commissioner
101 T.C. No. 27 (U.S. Tax Court, 1993)

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Bluebook (online)
101 T.C. No. 27, 101 T.C. 397, 1993 U.S. Tax Ct. LEXIS 68, Counsel Stack Legal Research, https://law.counselstack.com/opinion/technalysis-corp-v-commissioner-tax-1993.