*3010 Held, that the petitioner is not an exempt corporation under the provisions of section 231(11) of the Revenue Act of 1921.
*222 The respondent asserts a deficiency in income and profits tax for the year 1921 in the amount of $600.66. The issue is whether the petitioner is an exempt corporation under the provision of section 231(11) of the Revenue Act of 1921. From a stipulation filed by the parties and evidence adduced at the hearing the Board makes the following
FINDINGS OF FACT.
The Northwestern Drug Co. is a corporation incorporated under the laws of the State of Minnesota, February 12, 1918, with its principal office located at 26 Hennepin Avenue, Minneapolis. The petitioner was incorporated on said date for the purpose of taking over and carrying on the business and assuming the debts, liabilities, privileges, and assets of the National Cooperative Drug Co., a Delaware corporation organized on or about December 11, 1913.
The petitioner company was organized with an authorized capital stock of $100,000, *3011 which by appropriate action of the stockholders and board of directors, and with the consent of the proper legal *223 authorities of the State of Minnesota, has been gradually increased until petitioner now has an authorized capital stock of $400,000. Said stock is divided into 40,000 shares of a par value $10of per share, and has been issued from time to time until there is now outstanding approximately $390,000 of such stock, all of which has been fully paid for in cash.
There are approximately 700 stockholders of petitioner. Of this number approximately 60 stockholders, representing 5 per cent of the outstanding stock of petitioner, are not actually retail druggists. Of said 60 stockholders approximately 10 are employees or officers of the petitioner. Approximately 12 more are holders of stock by reason of the original assumption of the National Cooperative Drug Co. by petitioner and the issuance to said persons of stock of petitioner company in exchange for stock in the National Cooperative Drug Co. The remainder of the said 60 stockholders are holders of stock originally purchased by retail druggists, which has come to the hands of the present holders by way of*3012 inheritance from said druggists or by reason of marital relationship existing between the holder and the druggist originally purchasing said stock, with the exception of two of said stockholders who were retail druggists at the time of the purchase of said stock and who have retired from active business and have failed to surrender their stock.
The policy of petitioner, however, has been to repurchase from any stockholder retiring from active retail drug business any stockholding he may have had at the time of such retirement, which policy is borne out by the minutes of various directors' and stockholders' meetings of petitioner between the year 1918 and the present.
By reason of certain cash discounts which accrue to the petitioner, a small surplus is built up over a period of a year's time, and at the conclusion of said year this surplus is distributed to the stockholders in the form of a dividend on the stock held by them. Such dividend is set at the rate of 8 per cent per annum, and no dividend has ever been paid at a rate in excess of 8 per cent per annum. The dividends distributed to stockholders in 1921 amounted to $11,966. In two years of petitioner's history, there*3013 has been a small balance of earnings undistributed after the payment of such dividend, and this balance has been distributed to members of petitioner as an additional purchase refund, the amount of refund to each member being based precisely on the pro rata amount of such member's purchases during the year concerned.
None of the officers or directors of petitioner, with the exception of the general manager, draw any salary from petitioner.
In its regular business operations the petitioner purchases large quantities of merchandise from manufacturers and brokers and resells *224 such purchases to its members. It invoices its sales to its customers at the regular wholesale list prices and the customers make their payments in full on that basis. Each month the petitioner pays each stockholder-customer the difference between the wholesale list prices of the goods bought and the net price which it has paid to manufacturers and brokers for the same goods, which is usually 15 or 20 per cent off the manufacturers' list prices, but each such distribution to stockholders bears its proportional share of operating expenses for the term involved. As a result of this method of doing*3014 business the petitioner retains no income for itself except the profits on less than 2 per cent of its business which it does with nonmembers, and the cash discounts allowed to it by manufacturers and brokers. Out of the income so derived it pays its stockholders an annual dividend of 8 per cent on its outstanding shares of stock.
OPINION.
LANSDON: The only issue here is whether the petitioner is an exempt corporation under the provisions of section 231(11) of the Revenue Act of 1921, which so far as pertinent is as follows:
SEC. 231. That the following organizations shall be exempt from taxation under this title -
* * *
(11) Farmers', fruit growers', or like associations, organized and operated as sales agents for the purpose of marketing the products of members and turning back to them the proceeds of sales, less the necessary selling expenses, on the basis of the quantity of produce furnished by them; or organized and operated as purchasing agents for the purpose of purchasing supplies and equipment for the use of members and turning over such supplies and equipment to such members at actual cost, plus necessary expenses.
*3015 Since this section grants a privilege or an exemption to certain classes it must be strictly construed and all doubts resolved in favor of the Government. ; . Whether groups seeking the benefit of this provision are farmers, fruit growers, dairymen, shoemakers or coopers, in our judgment, is not material. The plain intention of Congress was to grant certain benefits to groups of producers organized to sell their own crops or other products through cooperative sales agencies, or to purchase supplies and equipment for the use of members in their activities as producers.
The petitioner here purchases not as an agent but with its own funds. It sells to its members and others and apparently does this in a way that results in no profit to any one in excess of the 8 per cent dividend which it pays on its outstanding stock. Its *225 customers do not purchase "supplies and equipment" from it for their own use, but buy merchandise only for the purposes of reselling to the general public at whatever prices the traffic will bear. Entirely regardless of whether*3016 the nature of the business organized deprives this petitioner of the benefits of section 231(11) of the Revenue Act of 1921, we are satisfied that the purposes of the petitioner quite clearly indicate that it can not be regarded as an exempt corporation.
Reviewed by the Board.
Decision will be entered for the respondent.