Pediatric Surgical Associates, P.C. - Page 33




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          Regs.  Petitioner bears the burden of proving facts showing good            
          faith and reasonable cause.  See Rule 142(a).                               
               The same circumstances that led to our finding that a                  
          portion of the bonuses paid to the shareholder surgeons                     
          constituted a disguised dividend rather than a payment purely for           
          services rendered by them also lead us to sustain respondent’s              
          imposition of the section 6662(a) penalty.  When asked during the           
          trial why petitioner had never paid a dividend, Dr. Mann                    
          responded:  “Well, we are not a very big organization and all of            
          our income comes from just the work we did.  And we just treated            
          everything as salary.”  But Dr. Mann’s professed good faith                 
          belief that the monthly bonus payments of all available earnings            
          reasonably represented payments for services rendered by the                
          shareholder surgeons is belied by his later testimony that,                 
          within a short time after they arrive (and, certainly, within the           
          2-year employment period), the nonshareholder  surgeons also                
          “made money” for petitioner.  Given that Dr. Mann and, by                   
          implication, the other shareholder surgeons were aware that at              
          least a portion of petitioner’s profits were attributable to                
          services performed by the nonshareholder surgeons, we are not               
          persuaded that petitioner’s treatment of its distribution of                











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