Charles Kadlec and Leslie C. Kadlec - Page 9

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               We find that petitioners have failed to carry their burden             
          of proof.  Our analysis of the advances at issue under the                  
          factors listed above convinces us that these advances were                  
          contributions to capital rather than loans.                                 

          Formal Indicia of the Arrangement                                           

               On brief, respondent concedes that Mr. Kadlec's advances               
          possessed the formal indicia of loans.  The advances were                   
          memorialized by promissory notes specifying the payment of a sum            
          certain at a fixed maturity date with interest and providing Mr.            
          Kadlec with the right to enforce payments.  However, allegedly              
          objective economic indicia of debt, such as consistent                      
          bookkeeping and consistent financial reporting on balance sheets,           
          are little more than additional declarations of intent, without             
          accompanying objective economic indicia of debt.  Dixie Dairies             
          Corp. v. Commissioner, 74 T.C. at 495 (citing Alterman Foods,               
          Inc. v. United States, 505 F.2d 873, 879 (5th Cir. 1974)).  In              
          the instant case, the formal indicia surrounding Mr. Kadlec's               
          advances are overcome by other factors that establish that, as a            
          matter of economic reality, Mr. Kadlec's advances were capital              
          contributions.                                                              








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