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rambler74
New Member

Taxation on Net Section 1231

Regarding taxation of Net section 1231.  Due to the recent merger of Cedar Fair & Six Flags, Cedar Fair's Master Limited Partnership has ended as of 7/1/24..  As of 2023, I have an accumulated Net Section 1231 gain of approximately $33,000.  Due to fact the MLP has now closed, will I be taxed on this accumulated gain?   OR  will I be taxed on the the yet to be determined 2024 Net Section 1231 amount that will be posted on the 2024 K-1?

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2 Replies

Taxation on Net Section 1231

Didn't you receive an investor letter describing the merger and the potential tax consequences? There will be a filing with the IRS concerning the merger and describing the potential tax consequences but that is not yet available. Assuming the merger is fully taxable when reporting the sale in 2024. the k-1 items will need to be entered.  Any suspended losses, which are common with PTPs will be allowed. Along with the k-1 you will receive a supplemental sales schedule that will allow you to properly report the gain. What will be reflected on the 1099-B you'll get will not be correct since brokers do not adjust your cost for the partnership's activities.

 

 

You'll have a gain/loss on sale of the difference between the sales price and your adjusted tax basis. your adjusted tax basis takes into account all the income, losses and distributions reported on the k-1s for all the years you held it. didn't you receive an investor letter describing the merger and the potential tax consequences?

since you got stock for partnership units, I'm assuming the merger is fully taxable. The sales price would be the FMV of the Six Flags stock you received.  

the gain will be in two parts. the supplemental sales schedule will have a column for IRC section 751 gain/gain subject to recapture as ordinary income or similar wording. This is the depreciation taken by the partnership and reflected in the income/loss each year.  The 751 gain adds to your tax basis, so the capital gain is the sales price less your tax basis as shown on the supplement increased by the 751 gain

 

example all numbers are for the example only. your actual number will differ

sales price $10000

adjusted basis before 751 gain $6000

thus total gain is $4000

751 gain $3000

thus the $3000 is ordinary income and your capital gain is 10000- (6000+3000) or $1000

 

 

based on hoe K-1's for 2023 the 751 gain will also be reported on 20AB of the k-1

 

rambler74
New Member

Taxation on Net Section 1231

Thanks for the reply and information.   In our case, we did not sell our the units/shares of Cedar Fair.  When the merger was completed, the same number of shares were allocated to the new company  (Six Flags Entertainment).  Six Flags will be operated a corporation -- not a partnership as was Cedar Fair.  The main reason for my initial question was how past Net Section 1231 amounts will be taxed.  From year 2017 thru year 2021, we had an accumulated Net Section loss of $1,771.  In year 2022 we had a Net Section gain of $35,281.  In year 2023 we had a loss of $102.  I'm trying to find out if the merger (which resulted in the closure of the partnership) how past & future (year 2024) Net Section 1231 amounts are taxed.  For example, is it taxed for the year it is recorded/posted i.e.  just for the upcoming year 2024.  --  OR  -- Due to the merger (resulting in the closure of the partnership), will past years gains & losses be accumulated and taxed. My concern is the large overall gain from year 2017 thru year 2023 (a gain of $33,408)  QUESTION: will this accumulated gain of $33,408 be taxed and if so, I need to plan for additional estimated federal payments.  I understand about suspended losses used against past gains of the same Master Limited Partnership (This is what Cedar Fair was).  Since the partnership is now closed, what happens to this large Net Section 1231 gain of $33,408.  Again, I'm trying to know what our future tax liability might be and act accordingly. 

Any thoughts/comments as before would be greatly appreciated.  

 

 

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