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Which expense lines do sellers understate?

The lines most exposed are the ones whose inclusion depends on definition: management fees, replacement reserves and any cost reclassified as non-core or non-property. In the view of at least one senior operator, sellers overestimate revenue and underestimate expense, so the claimed figure is a hypothesis. The test is a line-by-line bridge from the seller’s number to trailing actuals, with every difference explained and checked against property history and verified market costs.

Trailing actuals are the benchmark, and the gap is the finding

A seller’s expense figure is a claim. The trailing actual statement is the record. Laying the two side by side and listing each line where they differ turns a general worry about understatement into specific, checkable items.

The difference between a claimed and an actual figure falls into one of two groups. Some differences are real changes to ongoing operations, such as a contract that has been rebid. Others are presentation choices, such as leaving a cost out of the statement or moving it below the NOI line. Only the first group is an operating saving, and each one needs a stated reason and an amount that traces to a document.

A normalization process in commercial mortgage servicing works the same way. The normalized statement is prepared from the borrower’s actual statement, and each adjustment is reported and explained, with the difference between actual and normalized shown. That structure gives an acquisition team a template: the adjusted number never appears without the actual number next to it.

Proformas deserve the most scrutiny because they are forward statements prepared by the party that benefits from a lower expense figure. Trailing actuals are history, which is why the bridge anchors there.

“Sellers overestimate revenue and underestimate expense. Check against the trailing actual numbers, not proformas. 29.”

Chairman, Standard Management Company

Management fees and reserves as definition-sensitive lines

Management fees and replacement reserves are the two lines where a seller’s statement and a buyer’s statement can differ by construction. Historical net income can include both, and a presentation that omits either shows a higher figure without any change in the property.

The boundary matters. NOI is revenue less operating expenses before capital items and before debt service. Net cash flow is revenue less operating expenses and capital items, also before debt service. A reserve is a capital item in that second definition, so it sits below NOI and above cash flow.

A management fee belongs among operating expenses whenever someone has to manage the asset. An owner who self-manages shows no fee in the statement, yet the next owner will pay one or will pay for the staff time. Leaving the fee out compares a self-managed result with a third-party-managed one.

Reserves need the same discipline. A statement that stops at NOI can be correct and still say nothing about reserve levels. The analysis has to state which measure is being quoted and whether the reserve sits inside or outside it.

Testing a forecast against history and market costs

Agency underwriting guidance for apartment loans gives a clean test. Forecasted expenses and replacement reserves must be comparable with the property’s own historical data and with known, verified expenses in the market area. The comparison is measured at a minimum on a per-unit basis and as a percentage of effective gross income.

Two bases catch different problems. A per-unit figure exposes a line that sits far from the property’s own history or from neighbors of similar size. A share of effective gross income exposes an expense that looks fine in dollars but has fallen out of proportion to revenue.

The same guidance requires a forecast to consider future changes in expense or reserve levels. A known rate increase or a scheduled replacement belongs in the forecast, and a flat carry-forward of last year’s number leaves it out.

A property may legitimately depart from its history, and a market benchmark may not fit the property. The test asks for a stated basis in either direction.

Reclassification: how a cost leaves the operating statement

A cost can disappear from NOI without disappearing from the property. Public real estate owners define NOI with specific exclusions, such as depreciation and amortization, lease termination fees, impairments, non-core property expenses and other non-property items. Those exclusions are one issuer’s definition for its own reporting.

In a transaction the same mechanism operates on a smaller scale. If a seller places a recurring cost in a non-core or non-property bucket, the operating expense total falls and NOI rises by the same amount, though the cost still has to be paid after closing.

The bridge therefore needs a classification column. For each disputed line it should show whether the item is an operating expense, a capital item or a genuinely non-property item, and which of those the buyer’s NOI definition will carry.

Worked example: a hypothetical apartment expense bridge and its price effect

The hypothetical property has effective revenue of $1,200,000. The seller’s statement shows operating expenses of $420,000. Trailing actuals show two lines missing from that total: a management fee of $36,000 and repairs of $24,000. Together the missing lines come to $60,000, so normalized operating expenses are $480,000. A replacement reserve of $30,000 is carried below NOI in both cases, and both are valued at a 6 percent cap rate.

Seller case: NOI is $1,200,000 minus $420,000, which is $780,000. Net cash flow before debt service is $780,000 minus $30,000, which is $750,000. Capitalized at 6 percent, the value is $780,000 divided by 0.06, which is $13,000,000.

Normalized case: NOI is $1,200,000 minus $480,000, which is $720,000. Net cash flow before debt service is $720,000 minus $30,000, which is $690,000. Capitalized at the same 6 percent, the value is $720,000 divided by 0.06, which is $12,000,000.

Both cases use the same revenue and the same cap rate, and the reserve is unchanged. The only change is the $60,000 of expenses, and it lowers NOI by $60,000 and the capitalized value by $1,000,000. A cap rate is one year of NOI over price, so every dollar of expense omitted from the numerator is multiplied by the inverse of the cap rate in the price.

Expense analysis mistakes that distort the bridge

Accepting a normalized expense total without a line-level reconciliation hides the mechanism. A single number cannot show whether a difference from the actual is a real saving or a cost moved out of view. The correction is a bridge in which every adjustment has a reason and an amount.

Comparing a trailing NOI with a net cash flow figure mixes definitions. NOI is before capital items, while net cash flow takes capital items out before debt service. In the example above, the same property produces $720,000 on one measure and $690,000 on the other, and neither number is wrong.

Dropping the management fee from one case while keeping it in the comparator overstates the first result. In the example, a fee of $36,000 accounts for more than half of the $60,000 gap. Historical income that includes fees makes this visible.

Using a forecast without checking it against property history and verified market costs leaves its basis untested. A per-unit view and a share of effective gross income are the minimum comparisons, and a forecast that ignores known future changes in expense or reserve levels fails the same test.

Treating a reclassified cost as eliminated confuses presentation with operations. A non-core label changes where the cost appears in the seller’s statement and leaves the payment obligation as it was.

Questions for the expense review checklist

Does every adjustment from actual to normalized carry a reason and a traceable amount? An adjustment without both cannot be separated from a presentation choice.

Are NOI and net cash flow being compared on the same boundary? Reserves and other capital items change cash flow while leaving NOI untouched.

Is a management fee present in every period and every comparator? Historical net income can include the fee, and a self-managed seller’s statement may show none.

Is the replacement reserve shown as its own line? A forecast reserve has to be comparable with property history and verified market information.

Does each forecast expense have a historical or market reference? Per-unit amounts and share of effective gross income are the minimum comparison bases.

Does the forecast reflect known future changes in expense or reserve levels? A flat carry-forward misses a rate change that is already scheduled.

Which costs sit in a non-core or non-property bucket, and are they recurring? A recurring cost in that bucket raises NOI without changing what the owner pays.

Does the trailing actual statement cover the same period as the seller’s claim? Mismatched periods produce differences that look like savings.

Sources
  • A practitioner interview in Richard C. Wilson’s book research
  • CREFC IRP 8 Clean (link)
  • HVS publication (link)
  • Freddie Mac Multifamily publication (link)
  • SREIT Year End Stockholder Letter, Starwood Real Estate Income Trust (link)

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