Key Takeaways

  • One of the major benefits of a commercial real estate investment is the tax treatment of the income and capital gains produced by it.
  • The core premise behind a commercial real estate investment is that a property produces a certain amount of income, which is offset by a certain amount of operating expenses, including debt service.  The remaining funds represent funds available to be distributed to investors.
  • Because most commercial real estate transactions are facilitated through LLCs, money flows through this entity and to each investor’s capital account, where it is taxed at the individual level.
  • Income isn’t the only source of returns, investors may also benefit from increases in the price of the property. The difference between the purchase price and the sales price is classified as a “capital gain” and it is taxable.
  • Capital gains taxes can be deferred using a strategy called a 1031 Exchange, which mandates that an investor use property sales proceeds to invest in another property of “like kind.”

One of the major benefits of a commercial real estate (CRE) investment is the tax treatment of the income produced by it. But for those not accustomed to the terms and accounting concepts used to describe the tax implications of CRE, the exact mechanics of these benefits can be confusing. To understand how it all works, it’s important to start with the basic accounting concepts behind a property’s profit and loss statement.

Commercial Property Expense Deductions

At its core, the premise behind real estate investing is simple: an investor purchases a property that produces “X” amount of income from tenant leases and costs “Y” amount of dollars to operate. If the income is more than the expenses (including debt service), the property produces positive cash flow, which is taxed. For example, if a property produces $500,000 in income and $300,000 in expenses, the remaining $200,000 is considered taxable income.

Given this framework, commercial property owners are incentivized to maximize the amount of deductible expenses they take, which in turn minimizes the property’s tax liability. One of the ways this is done is through an accounting concept known as “depreciation.” Because commercial properties are physical structures that deteriorate over time, Internal Revenue Service (IRS) rules allow the property owner to deduct a portion of the property’s value each tax year to account for this fact. We use an advanced strategy known as “Cost Segregation” to maximize the amount of allowable depreciation annually, which serves to minimize the property’s tax liability each year. 

Depreciation isn’t the only allowable expense deduction for commercial rental properties; other options include property tax, management fees, utilities, insurance, mortgage interest, and marketing costs. And any money that is left after these items are paid can be distributed to the commercial real estate investors who provided equity in the deal. The legal structure of a typical commercial real estate transaction is optimized to maximize the tax advantages behind this transfer.

Typical Commercial Real Estate Deal Structure  

In a typical commercial real estate transaction, the lead investor creates a Limited Liability Corporation (LLC) and uses it to purchase the target property. To raise equity for the investment, shares of the LLC are sold to investors in return for a percentage of the income and profits produced by the underlying property. Legally, the LLC is a “pass through entity”, which means it is not taxed at the corporate level. Income and expenses “pass through” it and go to the investors who are taxed on a personal level. Here’s how it works:

At the end of each tax year, the property’s rental income and expenses are tallied to determine the amount of money that is available to be distributed to the investor(s). These funds are distributed according to each investor’s percentage of ownership. To document this for an individual tax return, each investor is issued a document called a “K-1” which details the contributions made and income received from the LLC that year. This information is added to each individual’s tax return and used to calculate his or her final tax bill. To illustrate this point, the following example should be helpful.

Assume that an LLC is formed with two investors who each own 50 percent, and together they use the LLC to purchase a small multifamily property. At the end of the first year of ownership, the property has produced $100,000 in gross income and booked $70,000 in operating expenses (which includes a $10,000 depreciation deduction and all loan payments). The resulting income of $30,000 is available to be distributed to investors.  So in this case, $15,000 is sent to each investor because they each own half of the LLC. This income is added to the individual investor’s tax return and will be used to calculate their total income tax liability (based on the prevailing income tax rate at that time) after tax deductions.  

Treatment of Capital Gains  

Income isn’t the only source of return for a commercial real estate property. If the supply and demand characteristics of the local market are favorable, the property will increase in value. For example, if a property is purchased for $1MM and sold for $1.25MM, the investor will book a $250,000 “gain” on the property. This gain is subject to “capital gains tax” and is included on the same K-1 statement to LLC investors when the transaction is finalized. At present, long term capital gains tax rates (for assets held for more than one year) are 0%, 15%, or 20%, depending on an individual’s filing status, tax bracket, and taxable income. As a result, if the gain is large, the associated tax bill can be large, as well.

However, one of the other major tax benefits of a commercial real estate investment is that IRS rules allow an individual investor/taxpayer to use a tax deferral strategy known as a 1031 Exchange. With this strategy, the taxpayer can defer the entirety of their capital gains tax bill if they reinvest their sales proceeds into another property of “like kind.” These “like-kind exchanges” allow an investor’s money to grow tax free over time, and can be repeated indefinitely for maximum tax deferral. The rules for a 1031 Exchange can be complicated, but it is important to follow them strictly lest the gain becomes otherwise taxable. To help, some seek a “Qualified Intermediary” to facilitate the transaction on the investor’s behalf. 

Interested in Learning More?

First National Realty Partners is one of the country’s leading private equity commercial real estate investment firms. With an intentional focus on finding world-class, multi-tenanted assets well below intrinsic value, we seek to create superior long-term, risk-adjusted returns for our investors while creating strong economic assets for the communities we invest in.

To learn more about our investment opportunities, contact us at (800) 605-4966 or info@fnrpusa.com for more information.

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