KENCO Restaurants, Inc. et al. - Page 14

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          methodology.  Petitioners have, therefore, failed to prove that             
          respondent's method, based as it was on gross sales, did not                
          satisfy the independent transactions standard and, thus, reflect            
          arm's-length charges for purposes of this case.  See supra sec.             
          II.D.  Further, petitioners did not even address the individual             
          allocations resulting from respondent's method beyond arguing               
          that they would be different had Ms. Camper's method weighed the            
          unusual events more heavily.  Finally, since the practice of the            
          group was to separate real estate ownership from restaurant                 
          operation, the unusual events in question that involved the                 
          destruction or construction of improvements to real property                
          (see supra, note 3), affected the real estate holding companies.4           
          Ms. Camper testified that, in allocating management cost share              
          expenses to the real estate holding companies, she took into                
          account not only those members' gross sales (which were very low)           
          but also some measure of the time spent with respect to those               
          members.  Undoubtedly, management time was necessary to deal with           
          the destruction and construction caused by the unusual events               
          and, to that extent, Ms. Camper did take account of the unusual             
          events.  Petitioners have not persuaded us that it was arbitrary,           
          capricious, or unreasonable for Ms. Camper to deal with the real            
          estate holding companies as she did, nor have petitioners                   

          4    For instance, it was Harding Highway Realty, Inc. and not              
          Kenco, that incurred the loss from the fire, filed the claim,               
          received the proceeds from the insurance company, sold the                  
          property and received the proceeds therefrom, and incurred the              
          costs of building the new facility.                                         



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