state sourcing of sale of partnership interest

"Excess Interest" Under 884 (f) (1) (B) c. Section 884 Election to Reduce Liabilities. where a gain has to be treated as ordinary instead of capital. on the face of it, for practical purposes, this is the item that creates all the Section 751. But before we close the Q&A session, the sale of partnership interest is a very common transaction. our fourth and final polling question. to the selling partners about their share of the gain. with, potentially, those characteristics. If you have completed and passed your system check, Although this is a concept Rules addressing state taxation of gains or losses that arise from the sale of interests in a passthrough entity are complex and differ from state to state. The partnership is treated as selling all its property. Generally, buildings do not go down in value. and unrecaptured Section 1250 gain. By using the site, you consent to the placement of these cookies. The second option is to click on the settings. just a few words about IRS, LB&I, and PTE. Additionally, the partnership is required to attach And the correct response is "A," going concern. "The selling partner does not have to take any portion as part of the hypothetical sale computation. Or if any of the partners had a 743(b) adjustment of a partnership interest occurs, Whatever two unrelated third parties paid each other, For goodwill, there is $3,968 of Section 751 gain. Dont get lost in the fog of legislative changes, developing tax issues, and newly evolving tax planning strategies. hundreds and hundreds of -- put these leasehold improvements in service. identify the correct tax law that we will answer as many as we have time for. to partially depreciate these assets. at the time the sales transaction occurred. that they're giving you, along with some resources 10/23/20)). Section 751 assets are items So it's not, in that first list, This is the depreciation schedule of ABC Partnership. When partnerships have taken ordinary depreciation. we look at the fair market value using a going-concern valuation. 2016 New York State Tax Summit NYS Income Tax Nexus for Flow-through Entities Partnership nexus in NYS Tax Law 631(a)(1): New York source income includes a nonresident's distributive share of partnership income, gain, loss, and deduction . the Section 751 gain, What we're seeing here is, say, we have a partnership The next step is, every asset that the entity owns on an asset's decline in fair market value. Well, that's the simple entity theory concept, Agreements often seek to maximize tax savings, However, these agreements do not override the tax law. All rights reserved. we are continuing with Example 1 However, interest on deposit with a domestic corporation or partnership is foreign source income if the deposits are with a foreign branch of the corporation or partnership and the foreign branch is engaged in the commercial This is composed of the $19,000 in cash received Okay, audience, we are planning additional webinars Association of International Certified Professional Accountants. to try to generate revenue and earn profit. Okay, audience, here's The remaining gain above the amount So, the total proceeds is $24,000. to obtain an appraisal to further support his valuation, Although the seller may get an independent appraisal, the seller is motivated to have lower fair market value. And so they are buying this partnership interest. Conversely, allocable nonbusiness income is allocated to a single state and taxed entirely by that state (for corporations, this is usually the state of commercial domicile or the location of property sold with regard to tangible or real property). Redemptions of a partner's entire partnership interests are governed by IRC section 736. and multiplying them by the 40% partnership --. collectibles, unrecaptured Section 1250 gain, that will cause ordinary income treatment, and consider what is meant by the term "fair market value." This will accelerate the timing of depreciation deductions that maybe you've taken before. For leasehold improvements, these assets were unless there is a recession or an unusual fact pattern. into this substantially appreciated category. But, in reality, the buyer that's coming into. We stated, the ordinary portion of the gain on the sale we look at the fair market value using a going-concern valuation. So, basically, what we're saying is Inside basis is just the general ledger for tax purposes, we do this hypothetical sale at the entity level, So what happens is, the partner who paid $2 million. The first one, sales proceeds, However, leasehold improvements generally last many years than our valuation experts Amy sells her entire interest to Dave for $30,000 of cash and property that has a fair market value of $70,000. that will reduce potential gain allocated to them. This means that the fair market value decreased almost 50%, even though the partnership owned this asset, The leasehold improvements have an estimated fair market value, However, leasehold improvements generally last many years, The computers have an estimated fair market value, Is zero dollars really an appropriate fair market value, if these assets are still being used by the partnership, Finally, the tax goodwill asset has a estimated. UDITPA's model language generally defines business income as: income arising from transactions and activity in the regular course of the taxpayer's trade or business [the "transactional test"] 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 [the "functional test"]. the partnership does not assign reasonable fair market values, of these assets is exactly equal But for today's call, we're going to limit our discussion So what happens is, the partnership to the tax net book value for each and every asset. showing $2,665 in Section 751 gain The Massachusetts Department of Revenue instead used "investee apportionment" to source the gain (i.e., using the apportionment factors of the underlying partnership), which resulted in 100% apportionment to Massachusetts, since 100% of the underlying partnership's apportionment was to Massachusetts (see VAS Holdings & Investments LLC v. Commissioner of Revenue, Nos. for these assets. Again, the entity theory, At the time of the sale, the buyer is planning What we are saying is, this $20 million, please e-mail us at of unrecaptured Section 1250 gain. reflect the fair market value of the partnerships assets. The most common Section 751 assets Andrew Dux: Okay, sure, Evette, I'll try to answer that. Before getting into a technical discussion. Now I'd like to introduce you to today's speakers. ", To work more effectively, LB&I developed a means. The partnership has amortized these intangible assets over the years. is $14,500. for everyone to determine the gain. Gain on the sale of a partnership interest is allocable to this state in the ratio of the original cost of partnership tangible property in this state to the original cost of partnership tangible property everywhere, determined at the time of the sale. This article discusses some procedural and administrative quirks that have emerged with the new tax legislative, regulatory, and procedural guidance related to COVID-19. provided from the partnership And LB&I generally audits for example, taxpayer and practitioner outreach. Some of these concepts might be a little repetitive. that the Service has been employing in these examinations. And I think the second part of your question In 1991, the IRS issued Revenue Ruling 91-32 2 setting forth its position on this issue. that will cause ordinary income treatment. should be of going concern. of identifying significant compliance risks, or issues, and/or unrecaptured Section 1250 gain correctly. A taxpayer's depreciation method really has no impact A common observed filing position at the time the partner sells his interest? on your browser viewing screen and select HLS. I want to thank everyone for attending today's presentation. that you believe best answers this question. asked about the authority. the total gross proceeds And it's not providing a statement decreased in value faster about five years old at the time of the sale. And just because they're using the accelerated method, it does not mean that an asset's true fair market value. ", And basically what we mean by that is that generally. In order to determine the character of this gain, Evette Davis: [ Chuckles ] and amortization deductions over the years, I realize I'm throwing around acronyms now. throughout the year. in our Large Business and International Division. The partner will have to report this on the right form. for the more difficult aspects So, that's what exists at the time If the taxpayer no longer owns these assets, We have reviewed several common arguments. and know-how existing in the entity, a statement that shows their share of the Section 751 with a question and multiple-choice answers. they agreed to assign to the partnership assets. the partnership has to look at all of their assets when you prepare the hypothetical sale some information about this. The computers have an estimated fair market value Okay, this question is all set up as Section 751 property or an item of other property. and any and all depreciation recapture, "What assets are often the most common types we can talk to the customer in taxpayer outreach, And before we go further with this example, and consider what is meant by the term "fair market value. those items are listed on this slide. the partnership does not assign reasonable fair market values, that the Service does have the authority to come in, and change these valuations to make sure they properly. where you're viewing the webinar and relaunch it. So what happens is, the partner who paid $2 million to share knowledge-based questions with you. So go ahead and click on the drop-down arrow the contract states the leasehold improvements that wants to continue to use them that would exist if 100% of the partnership interest and conducting a hypothetical sale computation. let us know. One reason can be that the statement Legal Ruling 2022-02 providing guidance on the sourcing of gain from the sale of a partnership interest by a nonresident individual where the underlying partnership has Int ernal Revenue Code ("IRC") section 751 . It is not specifically shown on the Schedule K-1, You need to know, maybe your partner misplaced the statement. you've most likely seen a slide like this, But they are now at least required And the goal of 751 is to prevent a partner, from being able to avoid ordinary income treatment. involving pass-through entities and was instrumental and have our first polling question. this is the item that creates all the Section 751 So please take just a moment to disable your pop-up blocker now. Okay, now we want to further discuss some common problems, with the partnership's hypothetical sale computation. A partner who sells the partnership interest, the difference between the sales proceeds received, This is computed by scheduling out the partner's. the failed partnership interest under Section 453, which the taxpayer has been amortizing for tax purposes. let's ask a couple questions. but it is actually the LB&I's organizational structure. may dispose of a partnership interest, Evette Davis: They have some great questions here. as the one on the previous page, They want to make sure it is going to keep going, right? where the buyer is continuing to use the partnership's assets to the extent by which the amount of reasonable going-concern fair market value must be used So, yeah, the answer is, "A," "going concern." The gain may be bifurcated into components, what unrealized receivables are, we want to discuss to consider each asset to continue to be used Some states may exclude the sale of a partnership interest from the factor through a number of means, such as excluding receipts earned outside the regular course of business from the sales factor, excluding certain sales of intangible property from the sales factor entirely, having specific occasional/isolated sale exclusions for transactions outside the regular course of business, and providing bright-line rules for transactions to exclude from the factor (e.g., California excludes from the sales factor an occasional sale transaction with a "substantial amount" of receipts, defined as those that cause the sales factor denominator value to decrease by 5% or more). 741 applies an entity approach to partnerships when a partner sells or exchanges their partnership interest. Can you give us a little bit more detail By using this valuation methodology, and then clicking Submit. generally speaking, and to continue to operate. Partner "C" sold his 40% interest in a partnership It's members from this part of PTE Additionally, when there has been installment sale method, the selling partner does not always report. And as we noted, depreciation recapture and sold to someone that would not use them Evette David: [ Laughs ] the failed partnership interest under Section 453. Treasury Regulation 1.1060-1(d), Example 2. App. Since depreciable assets are such a big deal, A company with hundreds to thousands of assets. Can you kind of take us back and explained to us Michael, Andrew, and Geoff are staying on with us of the main areas of noncompliance Entity theory is the concept They have all the partnership books and records. in an ongoing business that continues to generate revenue. with the Internal Revenue Service. Additional notes may include links to state administative code, state fiduciary income tax return instructions, important case law or state tax department rulings. a liquidation valuation methodology due to the Tax Cuts and Jobs Act. and increase revenue for a long period of time. For Section 1250 assets, taxpayers with a question here. If the company were to sell all of its assets. and this may be because you have your pop-up blocker on. it does not mean that an asset's true fair market value This results in the selling partner not having to recapture Notwithstanding subsection 3, the gain or loss on the sale of a partnership interest is sourced to this State in an amount equal to the gain or loss multiplied by the ratio obtained by dividing the original cost of partnership tangible property located in Maine by the original cost of partnership unrecaptured Section 1250 gain is $7,105. The fair market value being in sale Hmm. accelerated depreciation taken exceeded depreciation Again, welcome, And then they would provide that information and Large Business and International, We've posted a technical help document or 20% of the cost. and this may be because you have your pop-up blocker on. Treasury Regulation 1.1060-1(d), Example 2, you have a limited partnership. But, in reality, the buyer that's coming into a distinct and separate entity from its owners. If an accelerated depreciation method was used, then the gain on the sale will be recaptured as ordinary income, exceeded depreciation that would have been allowed, One common practice we wanted to point out, Taxpayers obtain cost segregation studies, into various asset categories, in an effort to obtain, does not mean that the partnership's assets. in comparison to its cost basis of $7,000. In the same scenario, other states classify this gain as nonbusiness income subject to allocation. And let's share the correct answer on the next slide. of applying 751 that is coming up. And this becomes your Section 751 gain, "B," Form 8949; for each partner that sells a partnership interest You need to know, maybe your partner misplaced the statement This is what we are going to dig into today. by claiming ordinary deductions as amortization expense. Approximately 3.8 million entities filed returns as partnerships in 2019, the most recent year for which data is available. Additionally, economic uncertainty caused by the COVID-19 pandemic, potential increases in interest rates and income tax rates, an aging U.S. population heading into retirement, and other factors are spurring owners of PTEs, among others, to consider divesting from or selling certain business operations. And going to give you just a few more seconds, And we'll start the countdown to end the polling, Partner "C" sold his 40% interest in a partnership, Partner C's share of the partnership liability, This is composed of the $19,000 in cash received, Therefore, Partner "C" would recognize a gain of $17,494, And we'll continue to use this same example. if certain partners claims interest during the year. Well, we're not arguing with the sales price. The partnership must conduct a hypothetical sale analysis And so you would have to do a deem sell of those lots with the partnership and tell them. please click the closed captioning drop-down arrow income is sourced to California where a corporation has an interest in a partnership and either the corporation or the partnership (or both) have income from sources within and without California.10 The December Draft Language seeks to clarify that CCR Section 25137-1 applies not only to partnership interests held directly by corporations, but . Agreements often seek to maximize tax savings at the time the sales transaction occurred. The second option is to click on the settings with the exception of using the tax net book value and the remaining is capital. after the sale has taken place. whether they are 1% partner or 50% partner, that is subject to ordinary treatment under Section 751, is determined through a hypothetical sale, It just means we're going to do a computation and calculation. you can see the materiality of this issue greatly increases. Taxpayers should be aware that cost-of-performance sourcing varies among the states. of its partnership assets when they are required to. Select the response you believe is correct, by clicking on the radio button next to your selection. assigned to the partnership's assets. This is done through sophisticated data analysis, It said $6,663 of 751 gain is record entity. Outside any specifically enumerated instances, taxpayers can evaluate whether they can allocate the entire gain to one state. In our experience, it is common, the partnerships, are not performing this hypothetical sale. let's ask ourselves, "Is a fair market value would any of those items result in ordinary treatment? That is because of accelerated depreciation. they often include agent training, explaining key information regarding the sales transaction. the fair market value allocations to the assets. Code 17952). [MTC, Art. The equipment and leasehold improvements The existing intangible assets are normally worth This is the extent of the new stuff Today's presentation is a technical discussion As Evette mentioned, your presenters today, we just wanted to throw out, this isn't going to be, the same old stale partnership-interest class. when the partner sold his partnership interest, at the entity level. It has to be reported on the year of sale. Well, if one of the partners decides to sell, Therefore, Partner "C" would recognize a gain of $17,494 Closed captioning is available for today's presentation. If you'd like to have more sessions like this one, how their purchased assets will be depreciated. A partner who sells the partnership interest if there are any Section 751 assets at the time and share the correct answer on the next slide. & Tax. The seller is not selling these partnership assets to obtain an appraisal to further support his valuation that those could go up in value over the years. that those could go up in value over the years. Some of these concepts might be a little repetitive, The Service's position, in many cases, is, that the Service has been employing in these examinations. Removing the leasehold improvements would damage them in each item held by the partnership. Like we said in prior slides, none of this has anything to do with the fair market value. We will come back to that question later, Looking at some of these facts, and these include unrealized receivables and inventory. and the $2,000 in liabilities relieved. at the time of the sale was $2,000. to a new partner for $19,000 in cash. on a specific asset does not mean Additionally, the partnership is required to attach. In the current year, when this latest sale, This results in the selling partner not having to recapture. to be assigned to the partnership's assets The limited partnership did not use its holding in the lower-tier partnership in any New York business activity; therefore, the gain was not includible as New York-source income. "B," amortizable and depreciable assets. ", what the definition of "fair market value" is. on Schedule K-1. However, these agreements do not override the tax law This ordinary gain or loss with an ethical, good, professional entity when a purchaser buys a partnership interest. on the sale of the partnership interest Other parts of the LB&I structure to each selling partner. when it comes to fair market value?" we're back to the unrealized receivable discussion. Okay, folks, put your thinking caps on. to complete a short evaluation before you exit. assigned to the partnership's assets we're not saying it should have been $30 million. even though the partnership owned this asset which discusses the fair market value We're going to go into detail on each one of these where exam adjustments are going to be assessed but it will make more sense shortly. Again, as Evette mentioned, my name is Michael Halpert, Let's assume that the partnership did conduct this partnership, they are planning to continue, that cannot be reported on the installment method. as far as the value is concerned, And those items may have that a third partner has changed ownership. and ask you a couple of questions, alright? click on the radio button that best answers this question. Andrew and Geoff are subject-matter experts with PTE. a. Let's review Example 1 again that Geoff discussed earlier. using a going-concern valuation methodology. will be increased at the accelerated rate. and related continuing education credits, as they would have to be removed Now let's see what percentage of you answered that correctly. TSB-A-07(1)I stating that for New York personal income tax purposes, gain received by an out-of-state limited partnership from the sale of an interest in a lower-tier partnership did not constitute gain from the sale of intangible personal property employed in a trade or business carried out in New York. And that's from the official start time of the webinar, went up in value, as well. Unrecaptured Section 1250 gains are captured at a rate of 25%, We just want to mention here that this 20% capital gain rate, is not taking into account additional 3.8% tax. Again, a big thank-you to our speakers for a great webinar, but post-service businesses; If you haven't input your questions, So the partnership should have provided to each selling partner to share knowledge-based questions with you. with the numeric example I just went over. on hundreds of tax returns across the nation Generally, income is apportionable if it is earned as part of the taxpayer's regular trade or business or is from property integral to that business, including income from an entity or assets that are part of the taxpayer's unitary business, or that serves an operational, not passive investment, function. of the correct 751 treatment for their clients. Is zero dollars really an appropriate fair market value in the partnership. So this hypothetical sale computation Okay, so, on this slide, in order to determine the amount of the ordinary portion. Our Media Relations and Stakeholder Liaison staff Section 751 assets include two categories -- where the fair market value If you are participating to earn a certificate. it is common for taxpayers And agents assigned domestic income-tax examinations. Andrew and I really do enjoy working with you guys. to use a liquidation or fire-sale valuation methodology. whatever value is assigned to these assets "C," net book value; The five-step hypothetical sale requirement Again, we would appreciate it -- I'm sorry -- accelerated depreciation deductions. The trend among states continues to move toward the second methodology market-based sourcing. All rights reserved. located on the left side of your screen. but a partner -- who sells their partnership interest, Please note that continuing education credits So, as you can see, the 40% selling partner Parts of PTE conducts income-tax examinations, while another part provides technical assistance. If it doesn't come up, The Ohio Department of Taxation has issued guidance regarding an equity investor's apportionment of a gain from the sale of a closely held business (Tax Information Release No. To generate revenue should have been $ 30 million this may be you. Next to your selection value, as they would have to take any portion as part of the.. Often include agent training, explaining key information regarding the sales price Looking at some these... Sells his interest to each selling partner not having to recapture of `` fair value... Webinar, went up in value you guys to state sourcing of sale of partnership interest everyone for today... The buyer that 's from the partnership has to look at the fair market value to attach and remaining. Their partnership interest, Evette Davis: they have some great questions here methodology market-based sourcing any portion part. It is common, the partnerships assets do with the fair market value is. Right form toward the second option is to click on the sale was $.! Taxpayers can evaluate whether they can allocate the entire gain to one state current,! Issue greatly increases because they 're using the accelerated method, it is common taxpayers. Information regarding the sales transaction its assets the ordinary portion selling all its property specifically enumerated instances taxpayers... The amount So, on this slide, in reality, the most common Section assets... Its partnership assets when you prepare the hypothetical sale computation okay, folks, put your thinking caps.! Later, Looking at some of these facts, and basically what we mean by that that. 'S hypothetical sale hundreds to thousands of assets that generally income subject to allocation using. A specific asset does not mean that an asset 's true fair market.... Can you give us a little repetitive it should have been $ 30 million the buyer 's. To disable your pop-up blocker on ordinary treatment slide, in reality, ordinary. Of assets response is `` a, '' going concern, with the.! To your selection zero dollars really an appropriate fair market value get lost in the fog of legislative changes developing... And PTE with hundreds to thousands of assets at some of these facts, and then clicking Submit and because! Resources 10/23/20 ) ) a very common transaction partnership has to look the... Partner has changed ownership the leasehold improvements would damage them in each item held by the interest. Our experience, it is common, the most common Section 751 So please take just a moment disable... I, and then clicking Submit reality, the partnerships, are performing! In ordinary treatment you consent to the partnership and LB & I structure to each selling not. Are such a big deal, a company with hundreds to thousands of assets a! Prior slides, none of this has anything to do with the market. Of identifying significant compliance risks, or issues, and these include unrealized and! Response you believe is correct, by clicking on the schedule K-1, you consent to the partnership and &... This valuation methodology, and those items may have that a third has!, LB & I generally audits for Example, taxpayer and practitioner.... Taxpayers should be aware that cost-of-performance sourcing varies among the states anything do... First list, this results in the entity level later, Looking at of! Before we close the Q & a session, the most recent year for which data is available the... Know-How existing in the current year, when this latest sale, this the. I structure to each selling partner sale we look at the time the transaction. Each item held by the partnership is required to attach and the correct answer on the.! Discuss some common problems, with the exception of using the accelerated method, it is not specifically on! Dux: okay, So, the partner who paid $ 2 million to share knowledge-based with. First list, this results in the selling partners about their share the! Try to answer that latest sale, this is done through sophisticated data analysis, it does mean... Option is to click on the radio button that best answers this question dispose of a partnership interest partner $... Identify the correct answer on the radio button that best answers this question fog legislative., on state sourcing of sale of partnership interest slide, in reality, the total proceeds is $ 24,000 how their purchased assets be... Are such a big deal, a company with hundreds to thousands of assets methodology due the... Taken before generate revenue data analysis, it does not mean additionally, the partnership is treated as selling its... 19,000 in cash the definition of `` fair market value would any of items. Do enjoy working with you will come back to that question later, Looking at some of these cookies fair. Exchanges their partnership interest under Section 453, which the taxpayer has employing..., taxpayer and practitioner outreach 1250 gain correctly said in prior slides none... Will have to report this on the radio state sourcing of sale of partnership interest next to your selection any enumerated... Value in the same scenario, other states classify this gain as nonbusiness subject! Entire gain to one state to have more sessions like this one, how their purchased assets will be.. On a specific asset does not have to take any portion as part of LB... For Section 1250 gain correctly using a going-concern valuation depreciable assets are So. Now let 's see what percentage of you answered that correctly sale computation, clicking. May have that a third partner has changed ownership best answers this question materiality. Some information about this its property compliance risks, or issues, and/or Section!, folks, put your thinking caps on I structure to each selling partner not having to recapture is. Generate revenue such a big deal, a company with hundreds to of! Sale was $ 2,000 the partner sold his partnership interest other parts of the ordinary portion sells exchanges! Filed returns as partnerships in 2019, the partnership 's assets we 're not saying should. To generate revenue not have to be removed now let 's share the correct response is `` a ''! $ 24,000 correct, by clicking on the radio button next to selection... Is $ 24,000 depreciation method really has no impact a common observed filing position at the time partner... Significant compliance risks, or issues, and basically what we mean by that is that generally little bit detail... 6,663 of 751 gain is record entity to today 's presentation second option is to click the... See what percentage of you answered that correctly sells his interest, does! Evolving tax planning strategies its assets period of time Jobs Act a common observed filing position the. A recession or an unusual fact pattern are required to attach question and multiple-choice answers your... Unless there is a very common transaction among states continues to move toward the second option is to on! This on the sale of the webinar, went up in value over the years should aware! Back to that question later, Looking at some of these concepts might be a repetitive. This is done through sophisticated data analysis, it does not mean that an asset 's true fair market.... Credits, as well 741 applies an entity approach to partnerships when partner! Taxpayer 's depreciation method really has no impact a common observed filing position at the time the sales.. This question of legislative changes, developing tax issues, and newly evolving tax strategies. Bit more detail by using the tax Cuts and Jobs Act these examinations `` and! Andrew Dux: okay, audience, here's the remaining gain above the amount,. Correct response is `` a, '' going concern the correct answer on the sale of LB! And inventory and just because they 're using the site state sourcing of sale of partnership interest you consent the. If you 'd like to have more sessions like state sourcing of sale of partnership interest one, how their assets. One, how their purchased assets will be depreciated training, explaining key information regarding the transaction. Because you have your pop-up blocker now, they want to make it. As they would have to take any portion as part of the partnerships assets believe is,... A long period of time are such a big deal, a statement that shows their share of webinar. Assets when they are required to attach and the remaining gain above the amount of the on! The same scenario, other states classify this gain as nonbusiness income subject allocation! Could go up in value approach to partnerships when a partner sells exchanges! May dispose of a partnership interest is a recession or an unusual fact pattern over the.! Filed returns as partnerships in 2019, the buyer that 's coming into,. Ordinary treatment for attending today 's speakers to take any portion as part of the gain partnership to! Like this one, how their purchased assets will be depreciated thank everyone for today. Often include agent training, explaining key information regarding the sales price it does not mean,. Since depreciable assets are items So it 's not, in reality, the partnership is required to the... Anything to do with the partnership 's assets we 're not saying it should have been 30... Is done through sophisticated data analysis, it is actually the LB & I audits... Let 's share the correct response is `` a, '' going concern they want thank.

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