Herold Marketing Associates, Inc. - Page 9




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               Petitioner's retained earnings and the percentage by which              
          those retained earnings increased over the previous year's                   
          amounts for 1985, 1992, and 1993 were:                                       
                    Year        Retained Earnings       Percent Increase               
                    1985           $141,939                  9.2%                      
                    1992           504,507                   23.7                      
                    1993           597,928                   18.5                      
               As of the end of these 3 years, petitioner reported the                 
          following total assets, liabilities, and equity:                             
               Year      Total Assets   Total Liabilities       Equity                 
               1985      $617,630       $524,691             $92,939                   
               1992      8,097,928      7,592,421            505,507                   
               1993      7,560,778      6,961,850            598,928                   
               Petitioner's after-tax income (after deducting Herold's                 
          compensation), equity, and return on equity for 1985, 1992, and              
          1993 were:                                                                   
          Year               Income           Equity      Return on Equity             
          1985            $15,565           $92,939           16.75%                   
          1992             96,512           505,507           19.09                    
          1993             93,421           598,928           15.60                    
               Petitioner has never paid any dividends.                                
          4.  Herold's Compensation From Petitioner                                    
               Herold has no written employment contract with petitioner.              
          Herold does have a written bonus plan (as explained below).  In              










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