Michael T. Caracci and Cindy W. Caracci, et al. - Page 40




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               Petitioners urge that “common sense” requires a decision in            
          their favor.  They argue that they incurred losses, not gains, on           
          the transactions leading to formation of the Sta-Home for-profit            
          entities.  They point to balance sheets which show that the                 
          liabilities they assumed exceeded the value of the assets they              
          acquired.                                                                   
               We disagree with petitioners’ so-called common sense                   
          rationale.  To the contrary, we think it obvious that a company’s           
          negative book value does not require a finding that the company             
          had a fair market value of less than zero.  Nor does the fact               
          that a company operates at a loss mean that its intangible assets           
          have no value.  Those assets are still capable of generating                
          revenue, thus proving they have value.  Even petitioners’ tax               
          adviser, Pettis, testified to that effect.                                  
               Moreover, the Sta-Home tax-exempt entities’ assets generated           
          revenues of approximately $45 million in the year they were                 
          transferred to the Sta-Home for-profit entities.  The Sta-Home              
          tax-exempt entities reported a modest income from operations,               
          but, after deducting interest and depreciation (mostly for their            
          fleet of automobiles), they reported a loss of $506,713.                    
          Although in 1995 they also reported an increase for the third               
          consecutive year in the negative net asset value to a new total             
          of $1,408,248, the evidence shows that their fourth employee                
          bonus in that year amounted to some $2,314,086.  Had they not               






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