Offering memorandum vs. rent roll vs. T12: how to reconcile the deal package

The OM is a transaction narrative and summary. The rent roll is a point-in-time lease and unit schedule. The T12 is a trailing-period operating statement. The OM may quote figures from the other two, but it can also include adjustments and projections that do not appear in either source.

Record the date, period, and provenance of each input. A current occupancy percentage and a trailing average occupancy percentage can both be correct while answering different questions.

Common overlaps include unit count, occupancy, average rent, gross potential rent, concessions, other income, expenses, and NOI. Build a comparison table that retains the value, source, period, and definition rather than reducing the documents to one number too early.

• Unit count and rentable scope
• Scheduled rent and reported rental income
• Physical and economic occupancy
• Historical, adjusted, and pro forma NOI
• Renovation status and claimed premiums

A difference can result from timing, scope, accounting basis, definition, error, or a forward assumption. The correct treatment depends on the cause. For example, current scheduled rent should not be expected to equal twelve months of collected rent.

Ask which source is authoritative for the specific question and whether additional evidence is required. Preserve unresolved conflicts instead of choosing the highest or most recent value automatically.

Start with reported history and current leases, then show each step to the forward case: lease rollover, rent growth, vacancy, concessions, bad debt, expense recasts, taxes, insurance, management, capital work, and financing.

The bridge should let a reviewer see which part of the investment case is already evidenced and which part depends on future execution. That is far more useful than a pro forma that appears complete but cannot explain its distance from the source package.