Pitch Book January 2018 Strictly Confidential 2 Disclaimer This - - PowerPoint PPT Presentation

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Strictly Confidential Strictly Confidential 1 Pitch Book January 2018 Strictly Confidential 2 Disclaimer This document may contain forward - looking statements as defined in the Private Securities Litigation Reform Act of 1995. These


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Strictly Confidential Strictly Confidential

Pitch Book

January 2018

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Strictly Confidential

Disclaimer

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This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company’s portfolio; the sale of properties; the performance of its operators/tenants and properties; its ability to enter into agreements with new viable tenants for vacant space or for properties that the company takes back from financially troubled tenants, if any; its occupancy rates; its ability to acquire, develop and/or manage properties; the ability to successfully manage the risks associated with international expansion and operations; its ability to make distributions to shareholders; its policies and plans regarding investments, financings and other matters; its tax status as a real estate investment trust; its critical accounting policies; its ability to appropriately balance the use of debt and equity; its ability to access capital markets or other sources of funds; its ability to meet its earnings guidance; and its ability to finance and complete, and the effect of, future acquisitions. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward- looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: material differences between actual results and the assumptions, projections and estimates of occupancy rates, rental rates, operating expenses and required capital expenditures; the status of the economy; the status of capital markets, including the availability and cost of capital; issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the healthcare, seniors housing and life science industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with profitable results; the failure to make new investments as and when anticipated; acts of God affecting the company’s properties; the company’s ability to re-lease space at similar rates as vacancies occur; the failure of closings to occur as and when anticipated, including the receipt of third-party approvals and healthcare licenses without unexpected delays or conditions; the company’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; regulatory approval and market acceptance of the products and technologies of life science tenants; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future acquisitions and the integration of multi-property acquisitions; environmental laws affecting the company’s properties; changes in rules or practices governing the company’s financial reporting; the movement of U.S. and foreign currency exchange rates; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Finally, the company assumes no

  • bligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any

forward-looking statements.

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Strictly Confidential

Leadership

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Visi sionar

  • nary

y leader and creati tive strat rategis gist t

  • fferi

ring ng 20 years s of experience rience dri rivi ving ng sound nd fina nanci ncial decisio sions ns and corp rporat rate governa nance nce in executi tive-level roles. es. Experience

Over 10 years of experience in real estate with extensive experience in acquisitions, accounting, asset management,

  • perational

business development and creating policy specific to REIT’s. Prior roles with Global Medical REIT (NYSE: GMRE), Washington REIT (NYSE: WRE) and Quantum Real Estate Management.

Donald McClure President

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Executive Summary

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Experience

Capitol CRE specializes in self managed fully-integrated healthcare real estate that acquires, owns and/or finances real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers located in geographic areas primarily outside of major MSA’s.

Investment Strategy

Focus on the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing

  • f these facilities to leading clinical
  • perators with dominant market
  • share. We intend to produce

increasing, reliable rental revenue by leasing each of our healthcare facilities to a single market-leading

  • perator under a long-term triple-net

lease.

3 Year Performance Highlights

  • Completed over $350 million in

healthcare real estate transactions.

  • Collaboratively raised $150M from a

2016 IPO listed on the NYSE

  • Sourced Angel Funding, mortgage

debt and CMBS loans combined with a $250M line of credit through syndicated banking relationships.

  • Acquired 1.2M sq. ft. consisting of 53

transactions Net Leased to 41 tenants

Opportunity

Now is an exciting time in the transformation of the U.S. healthcare market, and more specifically the U.S. healthcare real estate market.

Capitol CRE is a private commercial real estate firm based in the Washington D.C metropolitan

  • area. Founded in

2012, Capitol CRE provides trusted quality investment

  • pportunities.
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Industry Overview

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Headwinds

We believe healthcare providers will need to invest a significant amount of capital in non-urban areas over the next several decades in order to provide lower cost healthcare in the patients’ local communities than they can by transporting the non-urban population to high cost urban centers, and ramp up their services as there are natural population increases in the non urban areas and as the Affordable Care Act brings more of the non-urban population base into some type of insurance coverage.

Investment Philosophy

Capitol CRE is investing outside of major MSA’s where we can develop strategic alliances with financially sound healthcare providers that offer high quality healthcare services in sustainable non-urban markets.

Tailwinds

Healthcare reform and policy has led to specialty healthcare playing a significant role in this current political environment. Issues from the ACA repeal efforts to payment reform to the demographic growth of the Medicare

  • population. This rapid change has bred a entirely new strategy in healthcare

delivery and transactions. No matter how healthcare policy changes on the Hill the delivery of care by providers and systems will continue to be based on patient focused care, quality outcomes and lower cost.

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Experience

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Experience

From 2014 to present Capitol CRE principles have completed over $350 million in healthcare real estate acquisitions. These acquisitions have consisted of high quality purposed built healthcare facilities. Over 50 facilities the majority of which are NNN sales leaseback transactions covering over 1 million sq. ft. of Class A space.

Ownership Profile Capital Structure Healthcare focused M&A continues to be robust often driving higher valuations. While REITs are pursuing portfolio

  • deals. We have

discovered that a focus on the lower middle market acquisition of NNN sales leaseback healthcare assets provides untapped returns.

Purpose Built Medical Office Surgery Center Rehab Hospital Acute Care/SNFs

Debt Equity Traditional Mortgage Angel Funding CMBS Convertible Debenture LOC Capital Markets Investor Notes Op Units

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Untapped Opportunity

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Our Difference

To allow healthcare providers to leverage their real estate assets to redirect the subsequent cash infusion to be utilized in the development of the physician group practice, building maintenance, lease escrows, furthering community healthcare and improving operational

  • resources. We can generate greater returns than REITs due to lower operational cost,

greater deal flexibility combined with the elimination of capital market volatility. Sourcing

  • ff market transactions allows for preserved valuation with significantly less competition for

these Non-Urban assets from existing REITs and institutional buyers than for comparable assets in urban areas, thereby increasing the potential for attractive risk-adjusted returns.

There is an enormous market outside of Major MSA. Healthcare groups in non-urban areas that have the population and hospital affiliation support that allows community based providers to be very

  • successful. Capitol CRE

has identified and capitalized on these properties through the use of innovative strategies sourcing off market and brokered transactions.

  • Tenant

Focused

  • Off-Market
  • Non-Urban
  • Outside of

Major MSAs

  • Higher Cap

Deals

  • Rent

Escalations

  • Lower

Operational Cost

  • Long Term

Leases

  • Built in

Renewal

  • High Barrier

to Entry

Appreciation

This model has been proven through management experience and effective strategic implementation.

Acquisition Returns

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Acquisition Criteria

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Market Preference

❖ High Barrier to entry / limited competition ❖ Strong Employment Base ❖ Population Demographics ❖ Sale-leaseback transactions ❖ Secondary and Tertiary markets across the U.S.

Acquisition

❖ $1M – $10M ❖ Campus Setting ❖ Predictable, stable rents ❖ Strong and diversified payor mix ❖ Long term lease terms ❖ Purpose-built real estate ❖ Patient loyalty and strong market share ❖ Focus on the future of healthcare ❖ Rent coverage in excess of peers

Longs and Shorts

We are Bullish on Healthcare despite uncertainties with the ACA there is continued compelling reasons to invest in US Healthcare given the fact that it accounts for a large portion of the GDP. Historical good returns, aging population and healthcare demand continues to rise.

Acquisition Entry and Exit

We are seeing cap rates in the range of 5% to 7% on average across the REIT market. We feel very strongly that we can acquire in the range of $1M to $10M and achieve a bended rate upwards of 9% delivering a respectful ROI. This combined with sound underwriting will provide for multiple exits. Replacing Equity with traditional mortgage, long term equity and M&A portfolio sale to REITs or Institutional Investors.

We intend to continue to grow our portfolio of healthcare properties primarily through acquisitions of non-urban healthcare facilities that provide stable revenue growth and predictable long-term cash flows.

Tenant

❖ Demonstrated clinical leaders ❖ High market share ❖ Stable and competent management ❖ Robust and durable payor contracts ❖ Prominent local physicians ❖ Strong EBITDARM / rent coverage ❖ Guarantors with strong credit ❖ Subordination of profits to rent ❖ Operators with regional or national footprint

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Pipeline

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LOI/Contract Activity

We maintain a pipeline of approximately $100M in active deals in order to deploy proceeds from investment efficiently thereby providing immediate returns.

The number one most important item of focus is to build accretive pipeline. Without revenue producing deals returns can’t be generated.

Projected Average ROI (%) Fund Category # Deals 1 Year 3 Years 5 Years $1M - $5M 10 15% 17% 20% $5M - $10M 4 13% 15% 17% $10M - $15M 2 12% 14% 16% $15M - $20M 1 10% 12% 14% $25M - $30M 8% 10% 12% $30M - $50M 6% 8% 10% Note: Number of Deals represent deals under LOI or Contract during the period

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Sample Case Study

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Investment Summary

Asset Type: Surgery Center Leasable Area: 20,000 Rent Coverage: 5x Lease Expiration: 2028 Purchase Price: $6M Cap Rate: 9%

Results Acquisition Criteria

➢ Development First right of refusal from practice growth ➢ Facility was developed in 2012 - 6 years ➢ Purpose Built for Specialty practice with CON ➢ Class A property ➢ Stable Local / Economic demographics

Revenue*

  • Est. ROI

Implied Cap Acquisition $540K 9.0% Year 1 $556K 13% 9.3% Year 2 $573K 14% 9.5% Year 3 $590K 15% 9.8% Year 4 $608K 16% 10.1%

Tenant Criteria

➢ New single tenant 10 year NNN lease with renewal options ➢ AA2/AA rated Tenant guarantee ➢ Subordination of profit and distributions to rent payment ➢ Excellent rent coverage EBITDARM/Rent ➢ Lease Net Worth , Minimum liquidity and capital reserve covenants * Annual Rent Increase 3%

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Private Equity M&A Deal Activity

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Top Healthcare Systems

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Adventist Health (Roseville, Calif.). Genesis Health System (Davenport, Iowa). Ochsner Health System (New Orleans). Adventist Health System (Altamonte Springs, Fl.). Greenville (S.C.) Health System. OhioHealth (Columbus). Advocate Health Care (Oak Brook, Ill.). Gundersen Health System (La Crosse, Wis.). OSF HealthCare (Peoria, Ill.). Alegent Creighton Health (Omaha, Neb.). HCA Midwest Health System (Kansas City, Mo.). Palmetto Health (Columbia, S.C.). Ascension Health (St. Louis) Health First (Rockledge, Fla.). Partners HealthCare (Boston). Aurora Health Care (Milwaukee). Henry Ford Health System (Detroit). Presbyterian Healthcare Services (Albuquerque, N.M.). Avera Health (Sioux Falls, S.D.). Indiana University Health (Indianapolis). ProMedica (Toledo, Ohio). Banner Health (Phoenix). Inova Health System (Falls Church, Va.). Providence Health & Services (Renton, Wash.). Baptist Health Care (Pensacola, Fla.). Intermountain Healthcare (Salt Lake City). Riverside Health System (Newport News, Va.). Baptist Health South Florida (Coral Gables). Jackson Health System (Miami). Rochester (N.Y.) General Health System. Bassett Healthcare Network (Cooperstown, N.Y.). Kaiser Permanente (Oakland, Calif.). Roper St. Francis Healthcare (Charleston, S.C.). BayCare Health System (Clearwater, Fla.). KentuckyOne Health (Louisville). Saint Francis Health System (Tulsa, Okla.). Baylor Health Care System (Dallas). Lancaster (Pa.) General Health. Sanford Health (Sioux Falls, S.D., and Fargo, N.D.). Baystate Health (Springfield, Mass.). Legacy Health (Portland, Ore.). Scripps Health (San Diego). Beaumont Health System (Royal Oak, Mich.). Lehigh Valley Health Network (Allentown, Pa.). Sentara Healthcare (Norfolk, Va.). Bon Secours Virginia Health System (Richmond). MaineHealth (Portland). Sharp HealthCare (San Diego). Broward Health (Fort Lauderdale, Fla.). Mayo Clinic (Rochester, Minn.). Spectrum Health (Grand Rapids, Mich.). Carilion Clinic (Roanoke, Va.). McLaren Health Care (Flint, Mich.). SSM Health Care (St. Louis). Carolinas HealthCare System (Charlotte, N.C.). MedStar Health (Columbia, Md.). Steward Health Care System (Boston). Catholic Health East (Newtown Square, Pa.). Memorial Hermann Healthcare System (Houston). Sutter Health (Sacramento, Calif.). Catholic Health Initiatives (Englewood, Colo.). MemorialCare Health System (Fountain Valley, Calif.). Texas Health Resources (Arlington). Catholic Health Partners (Cincinnati). Mercy (Chesterfield, Mo.). TriHealth (Cincinnati). Catholic Health System (Buffalo, N.Y.). Mercy Health System (Janesville, Wis.). Trinity Health (Novi, Mich.). Christus Health (Irving, Texas). Mercy Springfield (Mo.) Communities. Trinity Mother Frances Hospitals and Clinics (Tyler, TX). Cleveland Clinic. Methodist Healthcare (Memphis, Tenn.). UC Davis Health System (Sacramento, Calif.). Community Health Network (Indianapolis). Mountain States Health Alliance (Johnson City, Tenn) UnityPoint Health (Des Moines). Covenant Health (Knoxville, Tenn.). MultiCare Health System (Tacoma, Wash.). University Hospitals (Cleveland). CoxHealth (Springfield, Mo.). NewYork-Presbyterian Healthcare System (N.Y.). University of Michigan Health System (Ann Arbor). Dignity Health (San Francisco). North Mississippi Health Services (Tupelo). University of Pittsburgh Medical Center. Fairview Health Services (Minneapolis). North Shore-Long Island Jewish Health System (N.Y.). WellSpan Health (York, Pa.). Fletcher Allen Health Care (Burlington, Vt.). NorthShore University HealthSystem (Evanston, Ill.). WellStar Health System (Marietta, Ga.). Franciscan Health System (Tacoma, Wash.). Northwestern Memorial HealthCare (Chicago). Wheaton Franciscan Healthcare (Glendale, Wis.). Geisinger Health System (Danville, Pa.). Novant Health (Winston-Salem, N.C.). Yale New Haven (Conn.) Health System.

Source: The Becker's Hospital Review editorial team selected health systems based on rankings by healthcare analytics company IMS Health

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Acquisition Demographics

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Sources: Data used to create this ranking were collected from the U.S. Census Bureau, Bureau of Labor Statistics, Council for Community and Economic Research, The Commonwealth Fund, Urban Institute, Centers for Medicare & Medicaid Services, Health Resources & Services Administration, ProPublica, Association of American Medical Colleges, Centers for Disease Control and Prevention, American Telemedicine Association, Urgent Care Association of America, Convenient Care Association, Kaiser Family Foundation, Amnesty International USA, Trustees of Dartmouth College, Social Science Research Council, Trust for America's Health and Robert Wood Johnson Foundation.

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Initial Investment Strategy Overview

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Providers

Hospital Systems, Physician Groups, Rehab, Ambulatory Surgical Center

Timing

Typically funded pre- defined acquisition process takes 60 days.

Property Sourcing

Off-Market Broker M&A

Sources and Uses

Equity/Funding Asset Acquisition Closing Cost Dividend/Debt

Capital Stack

JV, Private Equity and/or

  • Lending. CMBS, Insurance

Funding, Commercial Mortgage, LOC.

Underwriting

Physical Inspection Executive Interviews Audit Review

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Stabilized Investment Process

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You are working with a company with over 20 years experience in securing investments by ensuring Financial Reporting excellence and oversight related to all aspects of compliance. Exit Management Acquisition Sourcing Building Pipeline

Utilize our Market niche approach.

  • Understand Deal

Complexity

  • Utilize Broker/ PE Network
  • Align with Seller

Motivation

  • Reduce Execution Timing
  • Maintain Relationship

Credibility

  • Knowledge of buyer pool

Sound Underwriting

Credit worthy local dominate tenant is the key.

  • Established Market

Provider

  • Demonstrated Clinical

Expertise

  • Strong Credit

Experienced Operator

Post close governance and policy safeguards the asset.

  • Knowledge of REIT

accounting & audit

  • Established Lease Admin

/Asset Management Systems

  • Stringent financial investor

reporting

Investor Returns

Our goal is to acquire with the exit in mind.

  • Leveraged Recapitalization

through Network of Lenders

  • Traditional Buy & Hold
  • Trade Sale through Portfolio

Package to REITs

  • Secondary buyout to Private

Investor

  • IPO and/or dual track
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Sourcing

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Deals Under LOI Deals Under Contract

Network

Maintain steady contact with deal potential through PE, M&A, Brokers, Site Visits and Conferences

Pipeline

Select Most Accretive Opportunities

LOI

Run our Model to develop a realistic LOI to avoid re- trading

CONTRACT

Execute & Initiate Underwriting after Funding is Secured

REBALANCE

Review Deal Flow to eliminate Stale LOIs and or out of Contract Deals

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Acquisition

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The acquisition of healthcare real estate involves a myriad of issues which will be addressed by Capitol CRE experts negotiators and legal counsel. 01 02 03 05 04 Executed Contract Close Approvals Lease Negotiation Underwriting

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Management

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Healthcare Real Estate Experts

  • Healthcare industry knowledge.
  • Comprehension of particular challenges and unique opportunities of the healthcare real

estate sector.

  • Our team has the specialized expertise to evaluate, underwrite and manage healthcare real

estate, healthcare related tenants and service providers.

  • We maintain an in-depth understanding of the healthcare industry, including regulatory

matters and their impact on our medical providers.

The Management team offers decades of experience in all aspects of real estate investment, development, management, finance and banking

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Exit

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Exit Strategies

Four of the most common PE exit strategies are: trade sale, initial public offering, secondary buyout, leveraged recapitalization and/or dual track.

Exits are central to the private equity investing process and a PE firm will consider a variety of different exit strategies to realize its return on investment.

Identify Strategy Timing, performance and valuation review Due Diligence Fund the Closing

Stage One Stage Two Stage Three Stage Four

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Biography

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Inter-American Management | Global Medical REIT | American Housing REIT Chief Financial Officer | Treasurer Showcase executive leadership abilities to drive financial decisions and profitable growth. Review, evaluate and approve all Investment Memo Deal Flow, Contracts, Acquisitions and Closings. Build and strengthen relationships with key stakeholders including auditors, fund managers, and investment bankers leading to new business opportunities. Streamline operations and facilitate efficiency by creating policies, procedures and internal controls. Led debt structuring process organization wide. Enforce and promote outsourced corporate and REIT tax compliance as well as compliance with bank covenants, GAAP, IFRS, and federal law. Coordinate all transfer agent correspondence reporting and dividend declaration proformas. Trigger improvements by reviewing financing and capital management related to debt portfolio, liquidity, and treasury. Lead technical accounting and audit processes. Create and implement internal control SOX process narratives and RCMs. Quantum Real Estate Management Chief Financial Officer | Comptroller Spearheaded accounting operations for 40 non-profit subsidized properties financed by LIHTC/Bonds. Prepared GAAP financial statements including reconciliations and occupancy projections with a dedication to

  • accuracy. Consistently ensured all operational requirements are met by producing daily cash flow reporting.

Served as treasury management contact, communicating with banking and investment institutions. Prepared financial work papers and coordinated interim and YE audits; produced OMB Circular A-133 annual auditable

  • financials. Evaluated third-party annual 990 tax and K1 partner returns and produced bi-weekly payroll

process including bi-weekly, quarterly, and annual reporting. Washington REIT Accounting Manager Developed the property accounting department by hiring, training and managing staff. Steered daily

  • perations of corporate treasury, accounts receivable and fixed assets. Handled monthly depreciation and

reconciliation to fixed assets. Reported on monthly Funds Available for Distribution (FAD). Created balance sheet account roll-forwards for executive management and led property level income statement and balance sheet variance reporting. Led onboarding of property acquisitions.