Normandie Metal Fabricators, Inc. - Page 18

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          portable housing system as soon as he became owner of petitioner            
          in 1995 suggests that it did not have the profit potential                  
          petitioner now claims.                                                      
                    b.   Steven Klein’s Role                                          
               Petitioner contends that the amount of compensation it paid            
          to Steven Klein during the years in issue was reasonable because            
          of his superior skills and because he was the driving force                 
          behind petitioner and solely responsible for its success in 1995.           
          We disagree in part.                                                        
               Steven Klein ran petitioner with at best moderate success as           
          evidenced by petitioner’s modest increase in the real value of              
          sales, below average performance after officers’ compensation               
          (according to Hakala), and sharp decrease in profits from 1983 to           
          1995.  We agree with Hakala that these results would not satisfy            
          an independent investor.                                                    
               We also disagree that Steven Klein’s added duties or longer            
          hours in 1995 merit the large raise in his salary in 1995.  We do           
          not believe that an independent investor would have been                    
          satisfied with Steven Klein’s operation of petitioner in light of           
          Steven Klein’s assessment that petitioner was not very valuable             
          and that petitioner might not survive the loss of Isidore Klein             
          in 1995.  Richard Schwaeber testified that petitioner had a cash-           
          flow problem and that its net worth essentially “disappeared”               
          when it redeemed Isidore Klein’s stock in 1995.  We do not                  






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