MF syndication tax benefit and stratergy

MF syndication tax benefit and stratergy

Investor · Member since 2019 · 74 posts · 70 votes

Just trying to make sure I understand correctly the benefit and tax consequences of multi-family syndication investments.

Let's say you invest in a hypothetical syndication deal as a LP, ~20% IRR (2.5x multiple), 7% Preferred Return, Cash flowing from year 1, and exit in 5 years.

and let's assume the sponsor executes perfectly to the plan. and you invest $100k in the deal. The number is made up to make the calculation easier in my head.


Also, assume the first-year tax loss due to depreciation (cost segregation, bonus, accelerated) is 50% of the investment.

In the case above, you have roughly

1. $7k per year preferred return distribution times 5 years = $35k

2. $50k K1 loss

3. no tax on distribution during the entire 5 years because of $50k loss.

4. at the time of sales, you still have $20k loss left

5. at the sales (~2.5 times multiple), you get ~$200k back ($100k original capital + ~$100k profit).

6. you owe IRS capital gain for $80k + recapture of depreciation, depending on your income, up to 20%.

If you don't do anything, then you pay IRS long-term capital gains tax and it's all done.

However, if you invest all the proceed of $200k in the same calendar year on a deal with the same terms, then you generate $100k paper loss effectively offsetting capital gains tax from the first deal.

It seems like you will eventually run out of paper loss unless you put additional money in. however, you can defer the tax quite a bit.

You can continue to do this until you die.... when you go, your kids will get this tax-deferred investment on a stepped-up basis wiping out the tax liability.

Am I understanding it correctly?  What am I missing?

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Brian BurkePro Member
Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
5y

@Daniel Han, the profit from sale is capital gain. I think where your thesis goes off the rails here is using the presumption that you can offset your gain from the first sale from the bonus and accelerated depreciation from the second deal. This really only works if there wasn’t any bonus depreciation taken initially in the first deal.

Let’s say there wasn’t any taken, and you have to recapture $50K in depreciation on the first sale. Then you re-invest, and the second deal takes bonus and accelerated depreciation totaling $150K. That would offset the $50K recapture and the $100K gain.

But if the first deal used bonus and accelerated depreciation, when you sell you might have $100K of depreciation to recapture (your entire initial basis). Now when you reinvest you still get the $150K bonus depreciation but you have to recapture $100K from the first deal, leaving you with $200K taxable and $150K to offset it—resulting in tax on $50K of gain. 

At least that’s my non-accountant, non tax-advisor, layperson’s observation of how it works, and of course these numbers are for illustration purposes only.

If syndicators are telling you that you can eliminate your tax liability by reinvesting, they should stop telling you that. Mitigate, yes, eliminate, no. 

See this reply in the discussion

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  • Investor · North Richland Hills, TX · Member since 2013 · 1k+ posts · 1k+ votes
    5y

    You got it correctly. 

    The only other thing is that if you keep adding every year to this portfolio without waiting for an exit, your passive losses would accumulate much quicker.

  • Basit SiddiqiBusiness Member
    Accountant · New York, NY · Member since 2015 · 8k+ posts · 3k+ votes
    5y

    Correction - investing the proceeds back into another deal may or may not offset the capital gain. For majority of people, it WILL NOT offset the capital gain.

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    @Basit Siddiqi  In what cases can you offset the capital gain of the first deal using the paper loss of the 2nd deal? I thought all income and loss from syndication LP investment is passive income/loss. so all previous loss adds up and offsets any future passive income?

  • Rental Property Investor · Los Angeles · Member since 2018 · 844 posts · 1k+ votes
    5y
    Originally posted by @Daniel Han:

    @Basit Siddiqi  In what cases can you offset the capital gain of the first deal using the paper loss of the 2nd deal? I thought all income and loss from syndication LP investment is passive income/loss. so all previous loss adds up and offsets any future passive income?

    I'll be rolling a few syndications this year...so I guess I will find out soon enough if this strategy works.  In any event, it doesn't make much difference to me... In fact, I'd rather carry a larger PAL balance for now and harvest those losses later as the general sentiment is for tax rates to go up (i.e., larger cash equivalent on the losses). 

    Basit, I'm curious to know your response to the question above because it seems to go against what every syndicator and their Mom has been touting as a benefit for this type of investment. Cost seg vendors also like to tout this as a benefit. If true, then these syndicators and cost seg vendors have a lot of back-tracking to do.  I HAVE read in certain tax guidelines about how passive losses that pertain specifically to depreciation cannot be used to offset capital gains from a different passive investment...but it still wasn't perfectly clear. I haven't read anywhere that definitely states which way is correct. 

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    It's very confusing. As far as I can find

    1. passive losses can't be used to offset depreciation recapture

    2. you can fully deduct suspended passive loss from the profit when you sell your rental property - you must sell the entire property and must be taxable event - recognize income or loss, sold to non-related party

    3. you can't use it to offset the capital gain

    I guess the question is if your MF syndication is sold, is the profit "capital gain"? or another passive income as a LP?

    in my original example, is preferred return distribution passive income but profit from the sale capital gain?

    @Brian Burke

  • Brian BurkePro Member
    Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
    5y

    @Daniel Han, the profit from sale is capital gain. I think where your thesis goes off the rails here is using the presumption that you can offset your gain from the first sale from the bonus and accelerated depreciation from the second deal. This really only works if there wasn’t any bonus depreciation taken initially in the first deal.

    Let’s say there wasn’t any taken, and you have to recapture $50K in depreciation on the first sale. Then you re-invest, and the second deal takes bonus and accelerated depreciation totaling $150K. That would offset the $50K recapture and the $100K gain.

    But if the first deal used bonus and accelerated depreciation, when you sell you might have $100K of depreciation to recapture (your entire initial basis). Now when you reinvest you still get the $150K bonus depreciation but you have to recapture $100K from the first deal, leaving you with $200K taxable and $150K to offset it—resulting in tax on $50K of gain. 

    At least that’s my non-accountant, non tax-advisor, layperson’s observation of how it works, and of course these numbers are for illustration purposes only.

    If syndicators are telling you that you can eliminate your tax liability by reinvesting, they should stop telling you that. Mitigate, yes, eliminate, no. 

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    @Brian Burke Thanks Brian for the insights. I think what you describe matches my expectation. 

    You can reduce the tax liability by reinvesting and kick the can down the road if you invest more long the way. Let's say you invest in another deal for $100k after the first one, but before it's sold. Then you have enough passive loss to offset the tax liability on the $50k gain.

    However, what @Basit Siddiqi said is conflicting with the understanding.

    "Correction - investing the proceeds back into another deal may or may not offset the capital gain. For majority of people, it WILL NOT offset the capital gain."

    If the profit from the sale is capital gain, and capital gain can't be offset using 2nd deal, the example where you didn't use bonus/accelerated depreciation should look like this.

    1. recapture $50k is still taxable since appreciation recapture can't be offset by passive loss (not sure if it's true, but that's what I read in researching this).

    2. $100k profit can't be offset since it's capital gain. and capital gain can't be offset by a passive loss.

    3. $20k passive loss suspended for future passive income

    There is no tax benefit of investing in MF syndication, is there?


  • Brian BurkePro Member
    Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
    5y
    Originally posted by @Daniel Han:



    There is no tax benefit of investing in MF syndication, is there?

    There are, but I wouldn’t characterize the tax benefits as anymore advantageous than direct real estate ownership.

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    hmmm. it's still very confusing, to say the least.

    this CPA https://www.therealestatecpa.c... says 

    "Let's look at a quick example, one of your syndication investments sells this year and you recognize a gain of $209,818. However, you invest in another syndication that passes through a loss of $20,000. You also have $40,000 in suspended losses from prior years. This combined $60,000 in losses will reduce your gain to $149,818, saving you $9,000 in tax."

    but then in the same article, it mentions that profit from sold syndication is long-term capital gain.

    Another article says passive loss can't be used to offset a capital gain.

    https://www.fool.com/millionac...

    I must be missing something simple here.

  • Member since 2019 · 332 posts · 171 votes
    5y

    @Daniel Han just remember that long term capital gains can be from non real estate assets too. I think that’s where you are getting confused.

    Also, not sure how sustainable/reliable this strategy is - relying on accelerated depreciation in the next deal to offset the gains from the exiting deal. I think you may end up paying more in taxes (depreciation recapture is taxed at higher rate than long term capital gains) if only once the strategy is not continued, unless you have no/little income to begin with.

    You may end up like 1031x investors who overpay to ‘defer’ taxes.

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    @Tushar P. Have you gone through a full cycle with syndication? 

    I guess my question is, when the property is sold and if there are suspended passive loss(from the exiting deal or other deals), does the suspended passive loss offset the profit from the sale?

    Some (including CPA) say yes, some (including CPA) say no.  

    There has to be an answer for it, right?

  • Member since 2019 · 332 posts · 171 votes
    5y
    Originally posted by @Daniel Han:

    @Tushar P. Have you gone through a full cycle with syndication? 

    I guess my question is, when the property is sold and if there are suspended passive loss(from the exiting deal or other deals), does the suspended passive loss offset the profit from the sale?

    This is a common question, and the answer is yes. Otherwise what’s the point of losses being suspended if they can’t be used to offset the profits upon sale/exit.

    In your original example, assuming $50k of depreciation taken over 5 year hold period and $20k of suspended losses at exit, your adjusted basis will be $50k and hence the total gains will be $150k ($200k - $50k). The net gain will be $130k ($150k - $20k). This will be broken down as $30k ($50k - 20k) taxed at depreciation recapture rate (25%) and $100k at long term capital gains tax rate (15% or 20%).

    This is my understanding but I’m not a cpa.

  • Investor · Member since 2019 · 74 posts · 70 votes
    5y

    to close this thread,

    From Nicholas Aiola's Ask me (a CPA) anything about taxes thread,

    "@Daniel Han Passive losses can offset the gain from the disposition of a passive activity. Suspended PALs and current year passive losses (even if from a different activity) can offset the gain passed through to you from the sale of a property in a syndication."

  • Member since 2019 · 23 posts · 11 votes
    5y

    Okay, I'm glad this was fully cleared up as it does answer similar questions that I've had. 

    The follow on question is, how do you get off the deferral roll-over train? Is there some sort of step-up in cost basis upon death for syndications? 

  • Investor · San Diego, CA · Member since 2019 · 326 posts · 266 votes
    5y

    @Brian Burke this is the case if the LP never realizes the capital gain and allows the syndicator to roll into another deal correct? Or Can this be done if the funds are received but than put into another deal that same year?

  • Brian BurkePro Member
    Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
    5y

    You can receive the funds.  It’s unlike a 1031 where you cannot receive the funds. 

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