Amy and Brian were investigating the acquisition of a tax accounting business, Bottom Line Inc. (BLI). As part of their discussions with the sole shareholder of the corporation, Ernesto Young, they examined the company's tax accounting balance sheet. The relevant information is summarized as follows:
| FMV | Adjusted Basis | Appreciation | ||||||
| Cash | $ | 25,000 | $ | 25,000 | ||||
| Receivables | 22,000 | 22,000 | ||||||
| Building | 131,000 | 65,500 | 65,500 | |||||
| Land | 264,000 | 88,000 | 176,000 | |||||
| Total | $ | 442,000 | $ | 200,500 | $ | 241,500 | ||
| Payables | $ | 20,500 | $ | 20,500 | ||||
| Mortgage* | 137,250 | 137,250 | ||||||
| Total | $ | 157,750 | $ | 157,750 | ||||
* The mortgage is attached to the building and land.
Ernesto was asking for $552,750 for the company. His tax basis in the BLI stock was $181,000. Included in the sales price was an unrecognized customer list valued at $186,000. The unallocated portion of the purchase price ($82,500) will be recorded as goodwill. (Negative amounts should be indicated by a minus sign.)
a. What amount of gain or loss does BLI recognize if the transaction is structured as a direct asset sale to Amy and Brian? What amount of corporate level tax does BLI pay as a result of the transaction, assuming a tax rate of 34 percent?
b. What amount of gain or loss does Ernesto recognize if the transaction is structured as a direct asset sale to Amy and Brian, and BLI distributes the after-tax proceeds (computed in question a) to Ernesto in liquidation of his stock?
c-2. What is the tax basis in the assets received by Amy and Brian?
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