CREparserHow to check an offering memorandum against the T12 and rent roll
In short: list every factual claim in the offering memorandum, then recalculate each one from the T12 and the rent roll. Mark each claim supported, different or not in the documents, and keep the cells that back each verdict. The gaps between the memo and the documents are your first questions for the broker, and often your first price adjustment.
Why check an offering memorandum?
An offering memorandum (OM) is a marketing document. It’s prepared by the seller’s broker to present the property well, and it commonly quotes pro forma or “stabilized” figures alongside, or instead of, what the property has actually done. That’s normal; what matters is knowing which numbers are which before you underwrite from them.
Which claims should you test?
Go through the memo and pull out every statement that can be checked:
- Occupancy and unit or tenant counts
- Rents: average in-place rent, rent per square foot, recent leasing
- Net operating income and the cap rate it implies at the asking price
- Expense ratio and individual expense lines
- Management fee
- Physical claims: new roof, renovated units, new systems
For each one, decide which document can test it: occupancy and rents come from the rent roll; NOI, expenses and fees from the T12; physical claims usually need invoices, permits or a property condition report.
A worked example
The fictional Bayview Court memo offers a 24-unit apartment building at $8,000,000. Its claims, tested against the T12 (October 2025 to September 2026) and the rent roll (September 30, 2026):
| Claim in the OM | OM says | Documents show | Result |
|---|---|---|---|
| Occupancy | 96% | 22 of 24 units = 91.67% | Differs |
| Average in-place rent | $2,318 | $51,000 ÷ 22 = $2,318.18 | Supported |
| Net operating income | $452,000 | $415,931 | Differs |
| Cap rate at asking price | 5.65% | $415,931 ÷ $8,000,000 = 5.20% | Differs |
| Operating expenses | About 30% of EGI | $228,699 ÷ $644,630 = 35.48% | Differs |
| Management fee | 3% | $19,339 ÷ $644,630 = 3.00% | Supported |
| New roof in 2024 | Stated | Not in the T12 or rent roll | Not in the documents |
Two things stand out:
- The NOI is a pro forma. The memo’s $452,000 is “based on in-place rents adjusted to stabilized occupancy”, 8.7% above the trailing $415,931.
- Price follows from it. At the memo’s own 5.65% cap rate, trailing NOI supports $415,931 ÷ 5.65% = $7,361,611, about 8% below the $8,000,000 asking price.
Neither makes the memo dishonest; both are what you’d want to know before an LOI.
What does “not in the documents” mean?
Some claims can’t be tested by the financial documents at all. A new roof won’t appear in a T12 if it was capitalised, and the rent roll says nothing about it. Mark these separately from “differs”, and ask for the evidence: the invoice, the warranty or the permit.
Before you rely on the T12 and rent roll
Testing the memo assumes the documents behind it are right. Check them too:
- Review the T12: re-add the totals and look for unusual months
- Tie out the rent roll against the leases
Check an offering memo in minutes
CREparser Deal Review tests each claim in an offering memorandum against the property’s T12 and rent roll inside Claude, marks it supported, different or not in the documents, and links every figure to the cells it came from.
Try it with the sample offering memorandum, T12 and rent roll. Your first 5 documents are free.