Pediatric Surgical Associates, P.C. - Page 25




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          petitioner argues, signifies compensation for services.  A                  
          payment pegged to time worked may be nothing more than a payment            
          for services.  It may, however, include a distribution of                   
          profits, if the only recipients of such payments are the owners             
          of the enterprise.  Cf. Klamath Med. Serv. Bureau v.                        
          Commissioner, 29 T.C. 339, 348-349 (1957) (payments in proportion           
          to billings, but in excess of billings, were held to be, in part,           
          disguised dividends), affd. 261 F.2d 842 (9th Cir. 1958).  Here,            
          all of the recipients of such payments were shareholders of                 
          petitioner (shareholder surgeons).  Three were full-time                    
          employees, entitled to equal payments, while the fourth was a               
          part-time employee, entitled to a proportionate payment.  That              
          disparity does not eliminate the possibility of a disguised                 
          distribution of profit, but may reflect only an implicit                    
          redistribution of ownership upon the decision of a shareholder              
          surgeon partially to retire.                                                
               We must determine whether there was a disguised distribution           
          of profit by petitioner to the shareholder surgeons.                        
                    2.  Profit Attributable to Nonshareholder Employment              
                    Agreements                                                        
               Petitioner’s gross receipts in each of the audit years                 
          exceeded $2 million.  Balance sheets prepared for petitioner for            
          those years list as assets only cash, office equipment, leasehold           
          improvements, medical and surgical equipment, automobiles,                  
          prepaid rent, and accrued interest (the balance-sheet assets),              





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