EX-99.1 2 triconfinancials-2023q3.htm EX-99.1 Document


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CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
Unaudited (in thousands of U.S. dollars)
NotesSeptember 30, 2023December 31, 2022
Assets
Non-current assets
Rental properties4$12,122,107 $11,445,659 
Equity-accounted investments in multi-family rental properties521,078 20,769 
Equity-accounted investments in Canadian residential developments6118,327 106,538 
Canadian development properties7159,902 136,413 
Investments in U.S. residential developments8154,814 138,369 
Restricted cash142,673 117,300 
Goodwill29,726 29,726 
Deferred income tax assets1080,017 75,062 
Intangible assets5,630 7,093 
Other assets108,350 96,852 
Derivative financial instruments164,897 10,358 
Total non-current assets12,947,521 12,184,139 
Current assets
Cash172,787 204,303 
Amounts receivable38,671 24,984 
Prepaid expenses and deposits23,348 37,520 
Total current assets234,806 266,807 
Total assets$13,182,327 $12,450,946 
Liabilities
Non-current liabilities
Long-term debt14$5,062,495 $4,971,049 
Due to Affiliate15260,977 256,824 
Derivative financial instruments1632,097 51,158 
Deferred income tax liabilities10622,104 591,713 
Limited partners' interests in single-family rental business2,275,349 1,696,872 
Long-term incentive plan2125,795 25,244 
Performance fees liability2240,343 39,893 
Other liabilities33,471 30,035 
Total non-current liabilities8,352,631 7,662,788 
Current liabilities
Amounts payable and accrued liabilities205,359 138,273 
Resident security deposits83,874 79,864 
Dividends payable1815,834 15,861 
Current portion of long-term debt14624,962 757,135 
Total current liabilities930,029 991,133 
Total liabilities9,282,660 8,653,921 
Equity
Share capital192,121,953 2,124,618 
Contributed surplus25,682 21,354 
Cumulative translation adjustment6,684 6,209 
Retained earnings1,741,413 1,638,068 
Total shareholders' equity3,895,732 3,790,249 
Non-controlling interest3,935 6,776 
Total equity3,899,667 3,797,025 
Total liabilities and equity$13,182,327 $12,450,946 
                            

The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Approved by the Board of Directors
David Berman                    Michael Knowlton
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited (in thousands of U.S. dollars, except per share amounts which are in U.S. dollars, unless otherwise indicated)
For the three months ended
For the nine months ended
NotesSeptember 30, 2023
September 30, 2022
September 30, 2023
September 30, 2022
Revenue from single-family rental properties11$202,571 $170,769 $588,537 $464,692 
Direct operating expenses (67,298)(54,464)(194,407)(150,718)
Net operating income from single-family rental properties135,273 116,305 394,130 313,974 
Revenue from strategic capital services12$8,960 $112,470 $34,831 $145,268 
Income from equity-accounted investments in multi-family rental properties5179 169 529 499 
Income from equity-accounted investments in Canadian residential developments62,442 3,621 2,734 3,508 
Other income13730 5,448 322 8,869 
Income from investments in U.S. residential developments810,492 5,680 23,847 12,987 
Compensation expense21(20,960)(25,859)(63,182)(76,848)
Performance fees expense22(163)(4,375)(700)(32,056)
General and administration expense(22,174)(14,048)(59,625)(40,828)
Gain (loss) on debt modification and extinguishment
    14
1,326 (6,816)1,326 (6,816)
Transaction costs(5,176)(3,658)(13,173)(11,359)
Interest expense17(80,475)(60,094)(236,221)(142,812)
Fair value gain on rental properties473,261 107,166 208,907 802,573 
Fair value loss on Canadian development properties7— (1,314)— (440)
Realized and unrealized gain on derivative financial instruments(1)
1630,456 31,866 20,777 158,991 
Amortization and depreciation expense
   
(4,522)(3,853)(13,067)(10,844)
Realized and unrealized foreign exchange (loss) gain
(62)623 69 662 
Net change in fair value of limited partners’ interests in single-family rental business(38,819)(42,318)(118,543)(246,553)
(53,465)(7,762)(246,000)419,533 
Income before income taxes from continuing operations$90,768 $221,013 $182,961 $878,775 
Income tax recovery (expense) - current10163 29,860 (1,737)28,294 
Income tax expense - deferred10(9,806)(72,087)(23,930)(183,578)
Net income from continuing operations$81,125 $178,786 $157,294 $723,491 
Income before income taxes from discontinued operations
   3, 5
— 2,277 — 37,889 
Income tax expense - current
3
— (45,094)— (45,094)
Income tax expense - deferred
3
— 40,482 — 40,482 
Net income from discontinued operations (2,335) 33,277 
Net income$81,125 $176,451 $157,294 $756,768 
Attributable to:
Shareholders of Tricon80,156 175,591 152,450 753,773 
Non-controlling interest969 860 4,844 2,995 
Net income$81,125 $176,451 $157,294 $756,768 
Other comprehensive income
Items that will be reclassified subsequently to net income
Cumulative translation reserve(5,161)(15,812)475 (19,714)
Comprehensive income for the period$75,964 $160,639 $157,769 $737,054 
Attributable to:
Shareholders of Tricon74,995 159,779 152,925 734,059 
Non-controlling interest969 860 4,844 2,995 
Comprehensive income for the period$75,964 $160,639 $157,769 $737,054 
Basic earnings per share attributable to shareholders of Tricon
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Continuing operations20$0.29 0.65 $0.56 2.63 
Discontinued operations20— (0.01)— 0.12 
Basic earnings per share attributable to shareholders of Tricon$0.29 $0.64 $0.56 $2.75 
Diluted earnings per share attributable to shareholders of Tricon
Continuing operations20$0.18 0.49 $0.48 1.87 
Discontinued operations20— (0.01)— 0.11 
Diluted earnings per share attributable to shareholders of Tricon$0.18 $0.48 $0.48 $1.98 
Weighted average shares outstanding - basic20273,810,276 274,710,065 273,738,512 274,474,675 
Weighted average shares outstanding - diluted20310,497,125 311,910,445 310,341,448 312,023,897 
(1) The Company reclassified realized gains on interest rate caps for the three and nine months period ended from Other income to Realized and unrealized gains on derivative financial instruments.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Unaudited (in thousands of U.S. dollars)
Notes Share capital Contributed surplus Cumulative translation adjustment Retained earnings Total shareholders' equity Non - controlling interest Total
Balance at January 1, 2023$2,124,618 $21,354 $6,209 $1,638,068 $3,790,249 $6,776 $3,797,025 
Net income— — — 152,450 152,450 4,844 157,294 
Cumulative translation reserve— — 475 — 475 — 475 
Distributions to
non-controlling interest
— — — — — (7,685)(7,685)
Dividends/Dividend
reinvestment plan
18, 19
3,315 — — (47,468)(44,153)— (44,153)
Repurchase of common shares
19
(7,112)— — (1,637)(8,749)— (8,749)
Stock-based compensation
19, 21
1,241 5,786 — — 7,027 — 7,027 
Shares reserved for
restricted share awards
19(109)— — — (109)— (109)
Tax adjustment for equity issuance costs10— (1,458)— — (1,458)— (1,458)
Balance at September 30, 2023$2,121,953 $25,682 $6,684 $1,741,413 $3,895,732 $3,935 $3,899,667 
Balance at January 1, 2022$2,114,783 $22,790 $22,842 $893,379 $3,053,794 $7,275 $3,061,069 
Net income   753,773 753,773 2,995 756,768 
Cumulative translation reserve— — (19,714)— (19,714)— (19,714)
Distributions to
non-controlling interest
— — — — — (5,040)(5,040)
Dividends/Dividend
reinvestment plan
18, 19
3,523 — — (47,618)(44,095)— (44,095)
Stock-based compensation
19, 21
739 2,866 — — 3,605 — 3,605 
Preferred units exchanged
15, 19
8,015 — — — 8,015 — 8,015 
Shares reserved for
restricted share awards
(102)— — — (102)— (102)
Tax adjustment for equity issuance costs— (1,457)— — (1,457)— (1,457)
Balance at September 30, 2022$2,126,958 $24,199 $3,128 $1,599,534 $3,753,819 $5,230 $3,759,049 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (in thousands of U.S. dollars)
For the three months ended
For the nine months ended
NotesSeptember 30, 2023September 30, 2022September 30, 2023September 30, 2022
CASH PROVIDED BY (USED IN)
Operating activities
Net income$81,125 $176,451 $157,294 $756,768 
Net (income) loss from discontinued operations
3
— 2,335 — (33,277)
Adjustments for non-cash items26(52,130)(10,569)(63,810)(463,820)
Cash paid for AIP, LTIP and performance fees, net of equity contribution
21, 22
(697)(1,043)(8,349)(14,142)
Advances made to investments
6, 8
(6,357)(4,975)(16,067)(19,144)
Distributions received from investments(2)
5, 6, 8
5,541 6,002 14,797 42,397 
Addition of interest rate caps derivative(1)
16(528)— (5,502)— 
Changes in non-cash working capital items2653,194 (62,505)71,581 (24,155)
Net cash provided by operating activities from continuing operations80,148 105,696 149,944 244,627 
Net cash provided by operating activities from discontinued operations(2)
 1,420  3,499 
Net cash provided by operating activities$80,148 $107,116 $149,944 $248,126 
Investing activities
Acquisition of rental properties4(118,395)(646,896)(482,047)(2,109,793)
Capital additions to rental properties4(50,599)(100,608)(140,661)(258,387)
Disposition of rental properties453,483 14,124 155,167 45,179 
Disposition of Bryson MPC Holdings LLC— 11,041 — 11,041 
Additions to fixed assets and other non-current assets(9,961)(7,476)(36,373)(26,787)
Net cash used in investing activities from continuing operations(125,472)(729,815)(503,914)(2,338,747)
Net cash used in investing activities$(125,472)$(729,815)$(503,914)$(2,338,747)
Financing activities
Lease payments
   
(1,553)(676)(4,265)(1,935)
Repurchase of common shares19— — (8,749)— 
Proceeds from corporate borrowing128,000 97,000 304,000 294,000 
Repayments of corporate borrowing(136,098)(45,134)(154,294)(113,334)
Proceeds from rental and development properties borrowing637,177 1,205,868 1,227,049 3,142,803 
Repayments of rental and development properties borrowing(767,827)(708,384)(1,423,988)(1,600,020)
Dividends paid18(14,681)(14,905)(44,180)(44,038)
Change in restricted cash18,812 (35,710)(25,373)(70,728)
Contributions from limited partners241,846 128,365 494,996 489,388 
Distributions to limited partners(6,119)(6,810)(35,062)(35,118)
Distributions to non-controlling interests(1,747)(1,198)(7,685)(5,040)
Net cash provided by financing activities from continuing operations97,810 618,416 322,449 2,055,978 
Net cash provided by financing activities$97,810 $618,416 $322,449 $2,055,978 
Effect of foreign exchange rate difference on cash(86)(261)5 (332)
Change in cash during the period52,400 (4,544)(31,516)(34,975)
Cash - beginning of period120,387 146,463 204,303 176,894 
Cash - end of period$172,787 $141,919 $172,787 $141,919 
Supplementary information
Cash paid on
Income taxes$1,108 $ $13,563 $872 
Interest$73,246 $51,689 $216,541 $122,113 
(1) The addition of interest rate caps for the three and nine month period was reclassified from financing activities to operating activities.
(2) Certain comparative figures in the cash flows have been restated to present discontinued operations separately from continuing operations.
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The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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1.    NATURE OF BUSINESS

Tricon Residential Inc. (“Tricon” or the “Company”) is an owner and operator of a growing portfolio of approximately 38,000 single-family rental homes located primarily in the U.S. Sun Belt and multi-family apartments in Canada. The Company also invests in adjacent residential businesses which include residential development assets in the United States and Canada. Through its fully integrated operating platform, the Company earns rental income and ancillary revenue from single-family rental properties, income from its investments in multi-family rental properties and residential developments, as well as fees from managing strategic capital associated with its businesses.

Tricon was incorporated on June 16, 1997 under the Business Corporations Act (Ontario) and its head office is located at 7 St. Thomas Street, Suite 801, Toronto, Ontario, M5S 2B7. The Company is domiciled in Canada. Tricon became a public company in Canada on May 20, 2010 and completed an initial public offering of its common shares in the U.S. on October 12, 2021. The Company’s common shares are traded under the symbol TCN on both the New York Stock Exchange and the Toronto Stock Exchange.

These condensed interim consolidated financial statements were approved for issue on November 7, 2023 by the Board of Directors of Tricon.

2.    BASIS OF PRESENTATION

The following is a summary of the significant accounting policies applied in the preparation of these condensed interim consolidated financial statements.

Basis of preparation and measurement

Preparation of consolidated financial statements

The condensed interim consolidated financial statements are prepared on a going-concern basis and have been presented in U.S. dollars, which is also the Company’s functional currency. All financial information is presented in thousands of U.S. dollars except where otherwise indicated.

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), including International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), on a basis consistent with the accounting policies disclosed in the Company's annual financial statements. They should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2022.

The accounting impact of the Company's businesses and their presentation in the Company's consolidated financial statements are summarized in the table below.
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






ACCOUNTINGPRESENTATION
Business segmentAccounting assessmentAccounting methodologyPresentation in Balance SheetPresentation in Statement of Income Presentation of Non-controlling interest
Single-Family Rental
Tricon wholly-ownedControlled subsidiaryConsolidationRental propertiesRevenue from single-family rental propertiesN/A
SFR JV-1Controlled subsidiaryConsolidationLimited partners' interests
(Component of liabilities)
SFR JV-HDControlled subsidiaryConsolidation
SFR JV-2Controlled subsidiaryConsolidation
Multi-Family Rental
U.S. multi-family(1)
Divested in October 2022Equity methodDivested in October 2022Income from discontinued operations from January 1, 2022 to June 30, 2022N/A
Canadian multi-family:
592 Sherbourne
(The Selby)
Investments in associateEquity methodEquity-accounted investments in multi-family rental propertiesIncome from equity-accounted investments in multi-family rental propertiesN/A
Canadian residential developments
The Shops of
Summerhill
Controlled subsidiaryConsolidationCanadian development properties
Other incomeN/A
The James (Scrivener Square)N/A
57 Spadina
(The Taylor)(2)
Investments in associateEquity methodEquity-accounted investments in Canadian residential developmentsIncome from equity-accounted investments in Canadian residential developmentsN/A
WDL - Block 8 (Maple House)Joint ventureEquity methodN/A
WDL - Block 20 (Oak House)Joint ventureEquity methodN/A
WDL - Blocks 3/4/7 (Cherry House)Joint ventureEquity methodN/A
WDL - Block 10 (Birch House)Joint ventureEquity methodN/A
6-8 Gloucester (The Ivy)Joint ventureEquity methodN/A
Queen & Ontario (ROQ City)Joint ventureEquity methodN/A
Symington (The Spoke)Joint ventureEquity methodN/A
KT Housing Now(3)
Joint ventureEquity methodN/A
U.S. residential developments
THPAS Holdings JV-1 LLCInvestments in associatesEquity methodInvestments in U.S. residential developmentsIncome from investments in U.S. residential developmentsN/A
THPAS Development JV-2 LLCInvestments in associatesEquity methodN/A
For-sale housingInvestments in associatesEquity methodN/A
Strategic Capital(4)
Private funds GP entitiesControlled subsidiaryConsolidationConsolidatedRevenue from strategic capital servicesN/A
Johnson development managementControlled subsidiaryConsolidationConsolidatedComponent of equity
(1) On October 18, 2022, the Company completed the sale of its remaining 20% equity interest in the U.S. multi-family rental portfolio (Note 3).
(2) As at September 30, 2023, 57 Spadina LP (The Taylor) achieved stabilization. In the fourth quarter of 2023, being the first full quarter after stabilization, it will be reclassified from the Canadian residential developments segment to the multi-family rental segment.
(3) On June 23, 2023, the Company entered into a new joint venture investment, KT Housing Now Six Points LP, with its partner, Kilmer Group (Note 6).
(4) Strategic Capital was previously reported as Private Funds and Advisory.


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






Accounting standards and interpretations adopted

Effective January 1, 2023, the Company has adopted amendments to IAS 1, Presentation of Financial Statements, and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help users of the financial statements distinguish between changes in accounting estimates and changes in accounting policies. The Company also adopted amendments to IAS 12, Income Taxes ("IAS 12"), which requires companies to recognize deferred tax on transactions, such as leases and decommissioning obligations, that on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The adoption of these standards did not have a significant impact on the Company's consolidated financial statements.

Accounting standards and interpretations issued but not yet adopted

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements ("IAS 1"), to provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. In November 2022, the IASB further amended IAS 1 to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability as current or non-current. This amendment is effective for annual reporting periods beginning on or after January 1, 2024.

In August 2023, the IASB amended IAS 21, The Effects of Changes in Foreign Exchange Rates ("IAS 21") to help entities assess the exchangeability between two currencies, determine the spot rate when exchangeability is lacking and require additional disclosure when a currency is not exchangeable. The amendments are effective for annual reporting periods beginning on or after January 1, 2025.

There are no other relevant standards, interpretations or amendments to existing standards that are not yet effective that are expected to have a material impact on the consolidated financial statements of the Company.

3.    DISCONTINUED OPERATIONS

On October 18, 2022, the Company sold its remaining 20% equity interest in its U.S. multi-family rental portfolio (held through Tricon US Multi-Family REIT LLC), for total proceeds of $219,354, which resulted in a loss on sale of $856, net of transaction costs.

(in thousands of U.S. dollars)December 31, 2022
Total consideration$219,354 
Net asset value on disposition(213,493)
Transaction cost(6,717)
Loss on sale(856)

The Company presented prior-period income from equity-accounted investments in U.S. multi-family rental properties as discontinued operations, separate from the Company's continuing operations. The profit or loss of the discontinued operations was as follows:
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)20222022
Revenue $34,173 $99,365 
Expenses(22,787)(65,928)
Fair value gain on U.S. multi-family rental properties — 156,009 
Net and other comprehensive income $11,386 $189,446 
Tricon's share of net income at 20%
$2,277 $37,889 
Income tax expense - current(45,094)(45,094)
Income tax expense - deferred40,482 40,482 
Net income from discontinued operations$(2,335)$33,277 

4.    RENTAL PROPERTIES

Management is responsible for fair value measurements included in the financial statements, including Level 3 measurements. The valuation processes and results are reviewed and approved by the Valuation Committee once every quarter, in line with the Company’s quarterly reporting dates. The Valuation Committee consists of individuals who are knowledgeable and have experience in the fair value techniques for the real estate properties held by the Company. The Valuation Committee decides on the appropriate valuation methodologies for new real estate properties and contemplates changes in the valuation methodology for existing real estate holdings. Additionally, the Valuation Committee analyzes the movements in each property’s (or group of properties') value, which involves assessing the validity of the inputs applied in the valuation.

The following table presents the changes in the rental property balances for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Opening balance
$11,445,659 $7,978,396 
Acquisitions(1)
482,047 2,362,185 
Capital expenditures
140,661 326,460 
Fair value adjustments(2)
208,907 858,987 
Dispositions
(155,167)(80,369)
Balance, end of period$12,122,107 $11,445,659 
(1) The total purchase price includes $1,994 (2022 - $3,021) of capitalized transaction costs in relation to the acquisitions.
(2) Fair value adjustments include realized fair value gains of $40,441 for the nine months ended September 30, 2023 and realized fair value gains of $12,997 for the year ended December 31, 2022 on the single-family rental properties.

The Company used the following techniques to determine the fair value measurements included in the condensed interim consolidated financial statements categorized under Level 3.

Single-family rental homes

Valuation methodology

The fair value of single-family rental homes is typically determined based on comparable sales primarily by using adjusted Home Price Index (“HPI”) and periodically Broker Price Opinions (“BPOs”), as applicable. In addition, homes that were purchased in the last three to six months (or homes purchased in the year that are not yet stabilized) from the reporting date are recorded at their purchase price plus the cost of capital expenditures.

BPOs are quoted by qualified brokers who hold active real estate licenses and have market experience in the locations and segments of the properties being valued. The brokers value each property based on recent comparable sales and active comparable listings in the area, assuming the properties were all renovated to an
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






average standard in their respective areas. The Company typically obtains a BPO when a home is first included in a securitization or other long-term financing vehicle.

Adjusted HPI is used to update the value, on a quarterly basis, of single-family rental homes that were most recently valued using a BPO for purposes of use in a long-term financing, and if no BPO has been obtained, adjusted HPI is used for homes acquired more than six months prior to such quarter. The HPI is calculated based on a repeat-sales model using large real estate information databases compiled from public records. The HPI was calculated as at August 31, 2023 for rental homes acquired prior to July 1, 2023 and has been adjusted based on management's judgment informed by recent transactions and other relevant factors. The quarterly HPI change is then applied to the previously recorded fair value of the rental homes. The data used to determine the fair value of the Company’s single-family rental homes is specific to the zip code in which the property is located.

Adjusted HPI growth during the quarter was 1.1%, net of capital expenditures (2022 - 1.5%). There were 2,415 homes valued using the BPO method during the quarter (2022 - 1,682 homes). The combination of the HPI and BPO methodologies resulted in a fair value gain of $73,261 for the three months ended September 30, 2023 (2022 - $107,166).

Adjusted HPI growth for the nine months ended September 30, 2023 was 2.5%, net of capital expenditures, compared to 11.6% in the prior period. There were 3,818 homes valued using the BPO method during the period (2022 - 4,166 homes), and the combined methodologies of HPI and BPO resulted in a fair value gain of $208,907 for the nine months ended September 30, 2023 (2022 - $802,573).

Sensitivity

The adjusted HPI change during the quarter was 1.1% (2022 - 1.5%). If the change in the adjusted HPI increased or decreased by 1.0%, the impact on the single-family rental property balance at September 30, 2023 would be $95,879 and ($95,879), respectively (2022 - $83,694 and ($83,694)).

5.    EQUITY-ACCOUNTED INVESTMENTS IN MULTI-FAMILY RENTAL PROPERTIES

Following the Company's divestiture of its interest in the U.S. multi-family rental portfolio in October 2022, the Company's equity-accounted investments in multi-family rental properties consist of an investment in associate ("592 Sherbourne LP", operating as "The Selby"), a 500-unit class A multi-family rental property in Toronto, over which the Company has significant influence.

The following table presents the change in the balance of equity-accounted investments in multi-family rental properties for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Opening balance$20,769 $199,285 
Distributions(257)(3,824)
Income from equity-accounted investments in multi-family rental properties(1)
529 40,144 
Disposition of equity-accounted investment in U.S. multi-family rental properties (Note 3)
— (213,493)
Translation adjustment(2)
37 (1,343)
Balance, end of period$21,078 $20,769 
(1) Of the $40,144 income from equity-accounted investments earned during 2022, $38,594 was attributable to U.S. multi-family rental properties and reclassified to income from discontinued operations (Note 3).
(2) For the nine months ended September 30, 2023, the USD/CAD exchange rate moved from 1.3544 as at December 31, 2022 to 1.3520 as at September 30, 2023, resulting in a favorable foreign currency translation adjustment of $37. In the prior year, the USD/CAD exchange rate moved from 1.2678 as at December 31, 2021 to 1.3544 as at December 31, 2022, resulting in an unfavorable foreign currency translation adjustment of $1,343.

6.    EQUITY-ACCOUNTED INVESTMENTS IN CANADIAN RESIDENTIAL DEVELOPMENTS

The Company has entered into certain arrangements in the form of jointly controlled entities and investments in associates for various Canadian multi-family rental developments. Joint ventures represent development properties
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






held in partnership with third parties where decisions relating to the relevant activities of the joint venture require the unanimous consent of the partners. These arrangements are accounted for under the equity method.

The following table presents the change in the balance of equity-accounted investments in Canadian residential developments for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Opening balance$106,538 $98,675 
Advances(1)
9,301 13,360 
Distributions(2)
(372)(10,212)
Income from equity-accounted investments in Canadian residential developments2,734 11,198 
Translation adjustment(3)
126 (6,483)
Balance, end of period$118,327 $106,538 
(1) Advances to equity-accounted investments in Canadian residential developments for the nine months ended September 30, 2023 include advances for The Ivy, Oak House (Block 20), Cherry House (Blocks 3/4/7), ROQ City (Queen & Ontario), The Spoke (Symington) and KT Housing Now.
(2) Distributions from equity-accounted investments in Canadian residential developments for the year ended December 31, 2022 represent sales proceeds from the Company's divestiture of two-thirds of its original 30% equity ownership in ROQ City (Queen & Ontario) to its institutional partner.
(3) For the nine months ended September 30, 2023, the USD/CAD exchange rate moved from 1.3544 as at December 31, 2022 to 1.3520 as at September 30, 2023, resulting in a favorable foreign currency translation adjustment of $126. In the prior year, the USD/CAD exchange rate moved from 1.2678 as at December 31, 2021 to 1.3544 as at December 31, 2022, resulting in an unfavorable foreign currency translation adjustment of $6,483.

7.     CANADIAN DEVELOPMENT PROPERTIES

The Company's Canadian development properties include one development project (The James) and an adjacent commercial property (The Shops of Summerhill) in Toronto. The following table presents the changes in the Canadian development properties balance for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Opening balance$136,413 $133,250 
Development expenditures23,365 12,686 
Fair value adjustments— (440)
Translation adjustment(1)
124 (9,083)
Balance, end of period$159,902 $136,413 
(1) For the nine months ended September 30, 2023, the USD/CAD exchange rate moved from 1.3544 as at December 31, 2022 to 1.3520 as at September 30, 2023, resulting in a favorable foreign currency translation adjustment of $124. In the prior year, the USD/CAD exchange rate moved from 1.2678 as at December 31, 2021 to 1.3544 as at December 31, 2022, resulting in an unfavorable foreign currency translation adjustment of $9,083.

The Company earned $354 and $1,077 of commercial rental income from The Shops of Summerhill for the three and nine months ended September 30, 2023, respectively (2022 - $388 and $1,056), which is classified as other income (Note 13).

8.    INVESTMENTS IN U.S. RESIDENTIAL DEVELOPMENTS

The Company makes investments in U.S. residential developments via equity investments and loan advances. Advances made to investments are added to the carrying value when paid; distributions from investments are deducted from the carrying value when received.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The following table presents the changes in the investments in U.S. residential developments for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Opening balance$138,369 $143,153 
Advances(1)
6,766 15,655 
Distributions(14,168)(37,336)
Income from investments in U.S. residential developments(2)
23,847 16,897 
Balance, end of period
$154,814 $138,369 
(1) Advances to U.S. residential developments for the year ended December 31, 2022 include $2,760 in non-cash contributions related to the syndication of the Company's investment in Bryson MPC Holdings LLC to THPAS Development JV-2 LLC.
(2) There were no realized gains or losses included in the income from investments in U.S. residential developments for the nine months ended September 30, 2023 (2022 - nil).

Valuation methodology

The investments are measured at fair value (excluding THPAS Development JV-2 LLC) as determined by the Company’s proportionate share of the fair value of each Investment Vehicle’s net assets at each measurement date. The fair value of each Investment Vehicle’s net assets is determined by the waterfall distribution calculations specified in the relevant governing agreements. The inputs into the waterfall distribution calculations include the fair values of the land development and homebuilding projects and working capital held by the Investment Vehicles. The fair values of the land development and homebuilding projects are based on appraisals prepared by external third-party valuators or on internal valuations using comparable methodologies and assumptions. THPAS Development JV-2 LLC is measured at cost under the equity method and not recorded at fair value as the entity itself is not considered to be an investment entity.

The residential real estate development business involves significant risks that could adversely affect the fair value of Tricon's investments in for-sale housing, especially in times of economic uncertainty. Quantitative information about fair value measurements of the investments uses the following significant unobservable inputs (Level 3):
September 30, 2023December 31, 2022
Valuation technique(s)Significant unobservable inputRange
of inputs
Weighted average of inputsRange
of inputs
Weighted average of inputsOther inputs and key information
Net asset value, determined using discounted cash flow

Waterfall distribution model
a) Discount rate (1)
b) Future cash flow
c) Appraised value
8.0% - 20.0%
17.8%
8.0% - 20.0%
17.7%Entitlement risk, sales risk and construction risk are taken into account in determining the discount rate.

Price per acre of land, timing of project funding requirements and distributions.

Estimated probability of default.
Less than 1 - 9 years
6.9 years
1 - 10 years
7.2 years
(1) Generally, an increase in future cash flow will result in an increase in the fair value of fund equity investments. An increase in the discount rate will result in a decrease in the fair value of fund equity investments. The same percentage change in the discount rate will result in a greater change in fair value than the same absolute percentage change in future cash flow.

Sensitivity

For those investments valued using discounted cash flows, an increase of 2.5% in the discount rate results in a decrease in fair value of $9,263 and a decrease of 2.5% in the discount rate results in an increase in fair value of $10,921 (December 31, 2022 - ($9,445) and $10,629, respectively).

9.     FAIR VALUE ESTIMATION

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these condensed interim consolidated financial statements is determined on this basis, unless otherwise noted.

Inputs to fair value measurement techniques are disaggregated into three hierarchical levels, which are based on the degree to which inputs to fair value measurement techniques are observable by market participants:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset’s or liability’s anticipated life.

Level 3 - Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs in determining the estimate.

Fair value measurements are adopted by the Company to calculate the carrying amounts of various assets and liabilities.

Acquisition costs, other than those related to financial instruments classified as FVTPL which are expensed as incurred, are capitalized to the carrying amount of the instrument and amortized using the effective interest method.

The following table provides information about assets and liabilities measured at fair value on the balance sheet and categorized by level according to the significance of the inputs used in making the measurements:
September 30, 2023December 31, 2022
(in thousands of U.S. dollars)Level 1Level 2Level 3Level 1Level 2Level 3
Assets
Rental properties (Note 4)
$— $— $12,122,107 $— $— $11,445,659 
Canadian development properties (Note 7)
— — 159,902 — — 136,413 
Investments in U.S. residential developments (Note 8) (1)
— — 145,373 — — 130,270 
Derivative financial instruments (Note 16)
— 4,897 — — 10,358 — 
$ $4,897 $12,427,382 $ $10,358 $11,712,342 
Liabilities
Derivative financial instruments (Note 16)
$— $32,097 $— $— $51,158 $— 
Limited partners' interests in single-family rental business
— — 2,275,349 — — 1,696,872 
$ $32,097 $2,275,349 $ $51,158 $1,696,872 
(1) Excludes the Company's interest in THPAS Development JV-2 LLC, which is measured at cost under the equity method (Note 8).

There have been no transfers between levels for the nine months ended September 30, 2023.

Cash, restricted cash, amounts receivable, amounts payable and accrued liabilities, lease liabilities (included in other liabilities), resident security deposits and dividends payable are measured at amortized cost, which approximates fair value because they are short-term in nature.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






10.    INCOME TAXES

For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)202320222023
2022
Income tax recovery (expense) - current$163 $29,860 $(1,737)$28,294 
Income tax expense - deferred(9,806)(72,087)(23,930)(183,578)
Income tax expense from continuing operations$(9,643)$(42,227)$(25,667)$(155,284)
Income tax expense from discontinued operations - current— (45,094)$— $(45,094)
Income tax recovery from discontinued operations - deferred— 40,482 — 40,482 
Income tax expense from discontinued operations$ $(4,612)$ $(4,612)


The expected realization of deferred income tax assets and deferred income tax liabilities is as follows:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Deferred income tax assets
Deferred income tax assets to be recovered after more than 12 months$80,017 $75,062 
Deferred income tax assets to be recovered within 12 months— — 
Total deferred income tax assets$80,017 $75,062 
Deferred income tax liabilities
Deferred income tax liabilities reversing after more than 12 months$622,104 $591,713 
Deferred income tax liabilities reversing within 12 months— — 
Total deferred income tax liabilities$622,104 $591,713 
Net deferred income tax liabilities$542,087 $516,651 

The movement of the deferred income tax accounts was as follows:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Change in net deferred income tax liabilities
Net deferred income tax liabilities, beginning of period$516,651 $364,744 
Charge to the statement of comprehensive income23,930 148,697 
Charge to equity1,458 1,945 
Other48 1,265 
Net deferred income tax liabilities, end of period$542,087 $516,651 
The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities were as follows:
(in thousands of U.S. dollars)Investments Long-term incentive plan accrualPerformance fees liability Issuance
costs
 Net operating losses Other Total
Deferred income tax assets
At December 31, 2022$— $8,009 $9,091 $8,723 $43,926 $5,313 $75,062 
Addition / (Reversal)— (73)111 (2,361)7,835 (557)4,955 
At September 30, 2023$ $7,936 $9,202 $6,362 $51,761 $4,756 $80,017 

(in thousands of U.S. dollars)
InvestmentsRental propertiesDeferred placement fees Other Total
Deferred income tax liabilities
At December 31, 2022$1,505 $589,720 $488 $— $591,713 
(Reversal) / Addition(121)30,127 385 — 30,391 
At September 30, 2023$1,384 $619,847 $873 $ $622,104 

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The Company believes it will have sufficient future income to realize the deferred income tax assets.

11.     REVENUE FROM SINGLE-FAMILY RENTAL PROPERTIES

The components of the Company's revenue from single-family rental properties are as follows:
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Base rent$167,926 $140,549 $488,448 $382,008 
Other revenue(1)
11,865 11,264 33,753 30,114 
Non-lease component22,780 18,956 66,336 52,570 
Total revenue from single-family rental properties$202,571 $170,769 $588,537 $464,692 
(1) Other revenue includes revenue earned on ancillary services and amenities as well as lease administrative fees.

12.    REVENUE FROM STRATEGIC CAPITAL SERVICES

The components of the Company’s revenue from strategic capital services (previously reported as revenue from private funds and advisory services) are described in the table below. Intercompany revenues and expenses between the Company and its subsidiaries, such as property management fees, are eliminated upon consolidation. Under certain arrangements, asset-based fees that are earned from third-party investors in Tricon's subsidiary entities are billed directly to those investors and are therefore not recognized in the accounts of the applicable subsidiary. These amounts are included in the asset management fees revenue recognized in the statements of comprehensive income.
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Asset management fees
$2,884 $3,252 $8,428 $9,454 
Performance fees
426 101,242 4,134 110,329 
Development fees
5,082 5,055 21,072 17,073 
Property management fees
568 2,921 1,197 8,412 
Total revenue from strategic capital services
$8,960 $112,470 $34,831 $145,268 

13.    OTHER INCOME

Other income is comprised of the following:

For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
The Shops of Summerhill commercial rental$354 $388 $1,077 $1,056 
Insurance recoveries244 — 244 — 
Interest income2,105 — 3,654 — 
Net operating loss from non-core homes(1,973)— (4,653)— 
Gain on sale - Bryson MPC Holdings LLC
— 5,060 — 5,060 
Income from Bryson - pre-sale— — — 2,753 
Total other income$730 $5,448 $322 $8,869 

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






14.    DEBT

The following table presents a summary of the Company's outstanding debt as at September 30, 2023:
September 30, 2023
(in thousands of U.S. dollars)Maturity datesCoupon/stated interest ratesInterest rate floorInterest rate cap
Effective interest
rates(1)
Extension options(2)
Total facilityOutstanding balance
Term Loan (3), (4)
April 2024SOFR+2.30%0.50% SOFR5.09% SOFR7.04 %6 months$302,065$302,065 
Securitization debt 2017-2(3)
January 2024
            3.68%
N/A
N/A
3.68 %N/A322,268322,268 
Warehouse credit facility 2022 (5)
January 2024
SOFR+1.95%
0.15% SOFR3.25% SOFR5.20 %One year100,00076,690 
Securitization debt 2018-1(3)
May 2025
3.96%
N/AN/A3.96 %N/A289,185289,185 
Securitization debt 2020-2(3)
November 2027
1.94%
N/AN/A1.94 %N/A409,636409,636 
Single-family rental wholly-owned properties borrowings1,423,1541,399,844 
SFR JV-1 securitization debt 2019-1(3)
March 2026
3.12%
N/AN/A3.12 %N/A331,431331,431 
SFR JV-1 securitization debt 2020-1(3)
July 2026
2.43%
N/AN/A2.43 %N/A552,441552,441 
SFR JV-1 securitization debt 2021-1(3)
July 2026
2.57%
N/AN/A2.57 %N/A682,956682,956 
Single-family rental JV-1 properties borrowings1,566,8281,566,828 
SFR JV-2 warehouse credit facility(12)
July 2024SOFR+1.99%0.10% SOFRN/A6.98 %One year134,456134,456 
SFR JV-2 term loan(3)
October 2025
SOFR+2.10%
0.50% SOFR
4.55% SOFR
6.65 %Two one years500,000390,208 
SFR JV-2 securitization debt 2022-1(3)
April 2027
4.32%
N/AN/A4.32 %N/A530,387530,387 
SFR JV-2 securitization debt 2022-2(3)
July 2028
5.47%
N/AN/A5.47 %N/A347,459347,459 
SFR JV-2 securitization debt 2023-1(3), (10)
July 2028
5.27%
N/AN/A5.86 %N/A416,430416,430 
SFR JV-2 delayed draw term loan(3)
September 20285.39 %N/AN/A5.39 %N/A194,480194,480 
Single-family rental JV-2 properties borrowings2,123,2122,013,420 
SFR JV-HD warehouse credit facility(6)
May 2024SOFR+2.00%0.15% SOFR2.85% SOFR4.85 %One year350,000262,816 
JV-HD term loan A(3),(7)
March 2028
5.96%
N/AN/A5.96 %N/A150,000150,000 
JV-HD term loan B(3),(7)
March 2028
5.96%
N/AN/A5.96 %N/A150,000150,000 
Single-family rental JV-HD properties borrowings650,000562,816 
Single-family rental properties borrowings
4.34 %5,763,1945,542,908 
The Shops of Summerhill mortgage
October 2025
5.58%
N/AN/A5.58 %N/A15,92615,926 
Construction facility(8), (13)
June 2026
Prime+1.25%
N/AN/A8.23 %One year170,11825,488 
Canadian development properties borrowings
7.21 %186,04441,414 
Corporate office mortgages
November 2024
4.25%
N/AN/A4.30 %N/A12,44812,448 
Corporate credit facility(9), (11)
June 2025
SOFR+3.07%
N/AN/A8.42 %N/A500,000150,000 
Corporate borrowings
8.10 %512,448162,448 
$5,746,770 
Transaction costs (net of amortization)
(47,375)
Debt discount (net of amortization)
(11,938)
Total debt
4.47 %$6,461,686$5,687,457 
Current portion of long-term debt(2)
$624,962 
Long-term debt
$5,062,495 
Fixed-rate debt - principal value
3.83 %$4,405,047 
Floating-rate debt - principal value
6.56 %$1,341,723 
(1) The effective interest rate is determined using the ending consolidated debt balances as at September 30, 2023 and the average of the applicable reference rates for the nine months ended September 30, 2023. The effective interest rate using the average debt balances and the average of the applicable reference rates for the nine months ended September 30, 2023 is 4.51%.
(2) The Company has the ability to extend the maturity of the loans where an extension option exists and intends to exercise such options wherever available. The current portion of long-term debt reflects the balance after the Company's extension options have been exercised.
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(3) The term loan and securitization debt are secured, directly and indirectly, by approximately 30,200 single-family rental homes.
(4) On July 27, 2023, the Company amended the loan agreement to extend the maturity of the term loan by six months to April 2024 (with the option to extend for another six months to October 2024) and increased the commitment value by $100,000 with an interest rate cap of 4.25% SOFR. The coupon rate remains unchanged. The amendment resulted in the extinguishment of the original liability and the recognition of a gain on debt extinguishment of $1,326 in the consolidated statements of comprehensive income. A new liability was recognized, reflecting the amended terms. The weighted average interest rate cap on this facility is 5.09% of SOFR, based on $202,065 at 5.50% of SOFR and $100,000 at 4.25% of SOFR
(5) On September 22, 2023, the Company amended the loan agreement in respect of the Warehouse credit facility 2022 to increase the commitment value by $50,000 to $100,000. The coupon rate also changed from SOFR+1.85% to SOFR+1.95%.
(6) On May 11, 2023, SFR JV-HD amended its warehouse facility agreement to decrease the commitment value by $140,000 to $350,000 and increase the interest rate cap to 2.85% of SOFR. The maturity date and the extension option remained unchanged.
(7) On March 10, 2023, SFR JV-HD entered into two new term loan facilities, each with a total commitment of $150,000, a term to maturity of five years and a fixed interest rate of 5.96%. These facilities are secured by pools of 707 and 696 single-family rental properties. The loan proceeds were primarily used to pay down existing short-term SFR JV-HD debt and to fund the acquisition of rental homes.
(8) The construction facility is secured by the land under development at The James (Scrivener Square).
(9) The Company has provided a general security agreement creating a first priority security interest on the assets of the Company, excluding, among other things, single-family rental homes, multi-family rental properties and interests in for-sale housing. As part of the corporate credit facility, the Company designated $35,000 to issue letters of credit as security against contingent obligations related to its Canadian multi-family developments. As at September 30, 2023, the letters of credit outstanding totaled $5,501 (C$7,438).
(10) On July 11, 2023, SFR JV-2 entered into a new securitized loan facility with a total commitment of $416,430, a term to maturity of five years and a weighted average fixed interest rate of 5.27%. The securitization involved the issuance of five classes of fixed-rate pass-through certificates at a discount of $12,160 to the stated face value, resulting in an effective interest rate of 5.86%. This facility is secured by a pool of 2,115 single-family rental properties. The loan proceeds were primarily used to pay down the existing short-term SFR JV-2 variable-rate debt.
(11) On September 15, 2023, the margin on the corporate facility was reduced by 3 basis points from 3.10% to 3.07%.
(12) On August 1, 2023, the interest rate cap on this facility expired and was not renewed.
(13) The extension option on this facility is subject to the lender's discretion.


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







The Company was in compliance with the covenants and other undertakings outlined in all loan agreements.

The scheduled principal repayments and debt maturities are as follows, reflecting the maturity dates after all extensions have been exercised:
(in thousands of U.S. dollars)Single-family rental borrowingsCanadian development properties borrowingsCorporate borrowingsTotal
2023$— $56 $98 $154 
2024624,333 228 12,350 636,911 
2025763,147 15,642 150,000 928,789 
20261,957,036 25,488 — 1,982,524 
2027940,023 — — 940,023 
2028 and thereafter1,258,369 — — 1,258,369 
5,542,908 41,414 162,448 5,746,770 
Transaction costs (net of amortization)(47,375)
Debt discount (net of amortization)(11,938)
Total debt$5,687,457 

Fair value of debt

The table below presents the fair value and the carrying value (net of unamortized deferred financing fees and debt discount) of the fixed-rate loans as at September 30, 2023.
September 30, 2023
(in thousands of U.S. dollars)Fair valueCarrying value
Securitization debt 2017-2$320,469 $322,186 
Securitization debt 2018-1281,725 288,953 
Securitization debt 2020-2357,096 405,031 
SFR JV-1 securitization debt 2019-1312,893 328,319 
SFR JV-1 securitization debt 2020-1506,580 547,584 
SFR JV-1 securitization debt 2021-1613,377 676,629 
SFR JV-2 securitization debt 2022-1496,358 524,241 
SFR JV-2 securitization debt 2022-2335,694 342,530 
SFR JV-2 securitization debt 2023-1402,150 397,540 
SFR JV-2 delayed draw term loan182,811 193,190 
JV-HD term loan A148,892 148,892 
JV-HD term loan B148,891 148,891 
The Shops of Summerhill mortgage15,416 15,857 
Corporate office mortgages12,007 12,448 
Total$4,134,359 $4,352,291 

The carrying value of variable term loans approximates their fair value, since their variable interest terms are indicative of prevailing market prices.

15.    DUE TO AFFILIATE

Structured entity – Tricon PIPE LLC (the “Affiliate”)

Tricon PIPE LLC (the “Affiliate” or “LLC”) was incorporated on August 7, 2020 for the purpose of raising third-party capital through the issuance of preferred units for an aggregate amount of $300,000. The Company has a 100% voting interest in this Affiliate; however, the Company does not consolidate this structured entity.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






During the year ended December 31, 2022, 4,675 preferred units were exchanged for 554,832 common shares of the Company at $8.50 per share. The exchange reduced the Affiliate's preferred unit liability and the Company's associated promissory note owed to the Affiliate by $4,675. As at September 30, 2023, the Affiliate has a preferred unit liability of $295,325 (December 31, 2022 - $295,325) and a promissory note receivable from Tricon of $295,325 (December 31, 2022 - $295,325).

During the nine months ended September 30, 2023, the Affiliate earned interest income of $12,736 (2022 - $12,777) from the Company and recognized dividends declared of $12,736 (2022 - $12,777).

The Company’s obligation with respect to its involvement with the structured entity is equal to the cash flows under the promissory note payable. The Company has not recognized any income or losses in connection with its interest in this unconsolidated structured entity in the nine months ended September 30, 2023 (2022 - nil).

Promissory note – between Tricon entities

The promissory note payable to Tricon PIPE LLC (“Promissory Note” or “Due to Affiliate”) recognized on the condensed interim consolidated balance sheets was calculated as follows:

(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Principal amount outstanding$295,325 $295,325 
Less: Discount and transaction costs (net of amortization)(34,348)(38,501)
Due to Affiliate$260,977 $256,824 

The fair value of the Promissory Note was $228,536 as of September 30, 2023 (December 31, 2022 - $225,314). The difference between the amortized cost and the implied fair value is a result of the difference between the effective interest rate and the market interest rate for debt with similar terms.

16.    DERIVATIVE FINANCIAL INSTRUMENTS

The Promissory Note contains a mandatory prepayment option that is intermingled with other options in connection with the preferred units issued by Tricon PIPE LLC (including exchange and redemption rights), as exercising the mandatory prepayment option effectively terminates the other options. Although the exchange and redemption rights exist at the Affiliate level, the Affiliate is unable to issue the common shares of the Company upon exercise of one or all of the rights by either party. As a result, such options, in essence, were deemed to be written by the Company and are treated as a single combined financial derivative instrument for valuation purposes in accordance with IFRS 9, Financial Instruments: Recognition and Measurement. The option pricing model for the derivative uses market-based inputs, including the spot price of the underlying equity, implied volatility of the equity and USD/CAD foreign exchange rates, risk-free rates from the U.S. dollar swap curves and dividend yields related to the underlying equity. The valuation of the derivative assumes a 9.75-year expected life of the investment horizon of the unitholders.

Quantitative information about fair value measurements (Level 2) using significant observable inputs other than quoted prices included in Level 1 is as follows:

Due to AffiliateSeptember 30, 2023December 31, 2022
Risk-free rate (1)
5.28 %4.46 %
Implied volatility (2)
32.03 %36.53 %
Dividend yield (3)
3.14 %3.01 %
(1) Risk-free rates were from the U.S. dollar swap curves matching the expected maturity of the Due to Affiliate.
(2) Implied volatility was computed from the trading volatility of the Company's stock over a comparable term to maturity and the volatility of USD/CAD exchange rates.
(3) Dividend yields were from the forecast dividend yields matching the expected maturity of the Due to Affiliate.

The Company also has other types of derivative financial instruments that consist of interest rate caps on the Company’s floating-rate debt and are classified and measured at FVTPL. Interest rate caps are valued using model
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






calibration. Inputs to the valuation model are determined from observable market data wherever possible, including market volatility and interest rates.

The values attributed to the derivative financial instruments are shown below:
Conversion/redemption optionsExchange/prepayment options
Interest rate caps(1)
Total
(in thousands of U.S. dollars)
For the nine months ended September 30, 2023
Derivative financial (liabilities) assets, beginning of period$— $(51,158)$10,358 $(40,800)
Addition of interest rate caps— — 5,502 5,502 
Fair value gain (loss)— 19,061 (10,963)8,098 
Derivative financial instruments - end of period
$ $(32,097)$4,897 $(27,200)
For the year ended December 31, 2022
Derivative financial (liabilities) assets, beginning of year$— $(230,305)$363 $(229,942)
Derivative financial instruments exchanged into common shares of the Company— 3,299 — 3,299 
Addition of interest rate caps— — 1,034 1,034 
Fair value gain— 175,848 8,961 184,809 
Derivative financial instruments - end of year
$ $(51,158)$10,358 $(40,800)
(1) During the three and nine months ended September 30, 2023, the Company received proceeds of $5,898 and $12,679, respectively, related to in-the-money interest rate caps. These proceeds were recognized as realized gain on derivative financial instruments in the consolidated statements of comprehensive income.

For the nine months ended September 30, 2023, there was a fair value gain on the Due to Affiliate of $19,061 (2022 - fair value gain of $151,970). The fair value gain on the derivatives was primarily driven by a decrease in Tricon's share price, on a USD-converted basis, which served to decrease the probability of exchange of the preferred units of Tricon PIPE LLC into Tricon common shares.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







17.    INTEREST EXPENSE

Interest expense is comprised of the following:
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Term loan
$4,819 $1,913 $9,836 $4,916 
Securitization debt 2017-2
3,069 3,266 9,372 9,856 
Warehouse credit facility 2022
287 52 392 160 
Securitization debt 2018-1
2,941 3,054 8,935 9,223 
Securitization debt 2020-2
2,044 2,110 6,202 6,381 
SFR JV-1 securitization debt 2019-1
2,603 2,609 7,816 7,831 
SFR JV-1 securitization debt 2020-1
3,383 3,385 10,151 10,155 
SFR JV-1 securitization debt 2021-1
4,415 4,416 13,245 13,244 
SFR JV-2 subscription facility(2)
828 4,674 11,985 9,805 
SFR JV-2 warehouse credit facility
4,588 6,606 22,045 13,873 
SFR JV-2 term loan
7,484 — 21,531 — 
SFR JV-2 securitization debt 2022-1
5,752 5,753 17,257 11,116 
SFR JV-2 securitization debt 2022-2
4,777 4,510 14,332 4,510 
SFR JV-2 securitization debt 2023-1
4,888 — 4,888 — 
SFR JV-2 delayed draw term loan2,721 457 8,214 457 
SFR JV-HD subscription facility(1)
(35)1,443 2,299 2,827 
SFR JV-HD warehouse credit facility
4,934 3,624 17,480 6,052 
JV-HD term loan A
2,521 — 5,146 — 
JV-HD term loan B
2,521 — 5,146 — 
Single-family rental interest expense
64,540 47,872 196,272 110,406 
The Shops of Summerhill mortgage
224 121 664 339 
Canadian development properties interest expense(3)
224 121 664 339 
Corporate office mortgages
120 115 356 339 
Corporate credit facility
4,991 2,683 8,350 5,248 
Corporate interest expense
5,111 2,798 8,706 5,587 
Amortization of financing costs
4,244 3,567 12,636 9,316 
Amortization of debt discounts
1,824 1,198 4,330 3,530 
Interest on Due to Affiliate
4,245 4,245 12,736 12,777 
Interest on lease obligation
287 293 877 857 
Total interest expense
80,475 $60,094 236,221 $142,812 
(1) This facility was fully repaid during the nine months ended September 30, 2023.
(2) This facility was fully repaid during the three months ended September 30, 2023.
(3) Canadian development properties capitalized $501 and $894 of interest for the three and nine months ended September 30, 2023, respectively (2022 - $1 and $412).

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






18.    DIVIDENDS
(in thousands of U.S. dollars, except per share amounts)
Date of declarationRecord datePayment dateCommon shares issuedDividend amount
per share
Total dividend amountDividend reinvestment
plan ("DRIP")
February 28, 2023March 31, 2023April 17, 2023272,598,588 $0.058 $15,811 $1,131 
May 9, 2023June 30, 2023July 17, 2023272,803,985 0.058 15,823 1,142 
August 8, 2023September 30, 2023October 16, 2023272,993,974 0.058 15,834 1,125 
$47,468 $3,398 
March 1, 2022March 31, 2022April 18, 2022273,584,673 $0.058 $15,868 $984 
May 10, 2022June 30, 2022July 15, 2022273,653,385 0.058 15,872 967 
August 9, 2022September 30, 2022October 17, 2022273,760,820 0.058 15,878 472 
November 8, 2022December 31, 2022January 15, 2023273,464,780 0.058 15,861 1,042 
$63,479 $3,465 

The Company has a Dividend Reinvestment Plan (“DRIP”) under which eligible shareholders may elect to have their cash dividends automatically reinvested into additional common shares. These additional shares are issued from treasury (or purchased in the open market) at a discount, in the case of treasury issuances, of up to 5% of the Average Market Price, as defined under the DRIP, of the common shares as of the dividend payment date. If common shares are purchased in the open market, they are priced at the average weighted cost to the Company of the shares purchased.

Brokerage, commissions and service fees are not charged to shareholders for purchases or withdrawals of the Company’s shares under the DRIP, and all DRIP administrative costs are assumed by the Company.

For the nine months ended September 30, 2023, 395,852 common shares were issued under the DRIP (2022 - 264,744) for a total amount of $3,315 (2022 - 3,523).

19.    SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares. The common shares of the Company do not have par value.

As of September 30, 2023, there were 272,993,974 common shares issued by the Company (December 31, 2022 - 273,464,780), of which 272,356,982 were outstanding (December 31, 2022 - 272,840,692) and 636,992 were reserved to settle restricted share awards in accordance with the Company's Restricted Share Plan (December 31, 2022 - 624,088) (Note 21).
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






September 30, 2023December 31, 2022
(in thousands of U.S. dollars)Number of shares issued (repurchased)Share capitalNumber of shares issued (repurchased)Share capital
Beginning balance272,840,692 $2,124,618 272,176,046 $2,114,783 
Normal course issuer bid (NCIB)(1)
(1,048,680)(7,112)(677,666)(4,580)
Shares issued under DRIP (2)
395,852 3,315 323,048 3,995 
Stock-based compensation exercised (3)
182,022 1,241 491,341 2,655 
Preferred units exchanged (Note 15)
— — 554,832 8,015 
Shares repurchased and reserved for restricted share awards (4)
(12,904)(109)(26,909)(250)
Ending balance272,356,982 $2,121,953 272,840,692 $2,124,618 
(1) On October 13, 2022, the Company announced that the Toronto Stock Exchange ("TSX") had approved its notice of intention to make a normal course issuer bid ("NCIB") to repurchase up to 2,500,000 of its common shares trading on the TSX, the New York Stock Exchange ("NYSE") and/or alternative Canadian trading systems during the twelve-month period ending on October 17, 2023. During the nine months ended September 30, 2023, the Company repurchased 525,267 of its common shares on the TSX and 523,413 shares on the NYSE under the NCIB for $8,749, which reduced share capital and retained earnings by $7,112 and $1,637, respectively. Common shares that were purchased under the NCIB were cancelled by the Company.
(2) In the first nine months of 2023, 395,852 common shares were issued under the DRIP at an average price of $8.37 per share.
(3) In the first nine months of 2023, 182,022 common shares were issued upon the exercise of 124,592 vested deferred share units ("DSUs").
(4) In the first nine months of 2023, 12,904 common shares were reserved at $8.45 per share in accordance with the DRIP with respect to restricted share awards granted in prior years.

20.    EARNINGS PER SHARE

Basic

Basic earnings per share is calculated by dividing net income attributable to shareholders of Tricon by the sum of the weighted average number of shares outstanding and vested deferred share units during the period.
(in thousands of U.S. dollars, except per share amounts which are in U.S. dollars)For the three months ended September 30For the nine months ended September 30
2023202220232022
Net income from continuing operations$81,125 178,786 $157,294 $723,491 
Non-controlling interest969 860 4,844 2,995 
Net income attributable to shareholders of Tricon from continuing operations80,156 177,926 152,450 720,496 
Net income attributable to shareholders of Tricon from discontinued operations— (2,335)— 33,277 
Net income attributable to shareholders of Tricon$80,156 $175,591 $152,450 $753,773 
Weighted average number of common shares outstanding272,328,214 273,140,194 272,256,450 272,904,804 
Adjustments for vested units1,482,062 1,569,871 1,482,062 1,569,871 
Weighted average number of common shares outstanding for basic earnings per share273,810,276 274,710,065 273,738,512 274,474,675 
Basic earnings per share
Continuing operations$0.29 $0.65 $0.56 $2.63 
Discontinued operations— (0.01)— 0.12 
Basic earnings per share$0.29 $0.64 $0.56 $2.75 

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially dilutive shares. The Company has four categories of potentially dilutive shares: stock options (Note 21), restricted shares (Note 19), deferred share units (Note 21) and the preferred units issued by the Affiliate that are exchangeable into the common shares of the Company (Note 15). For the stock options, the number of dilutive shares is based on the number of shares that could have been acquired at fair value with the assumed proceeds, if any, from their exercise (determined using the average market price of the Company’s shares
Page 25 of 42


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






for the period then ended). For restricted shares and deferred share units, the number of dilutive shares is equal to the total number of unvested restricted shares and deferred share units. For the exchangeable preferred units, the number of dilutive shares is based on the number of common shares into which the elected amount would then be exchangeable. The number of shares calculated as described above is comparable to the number of shares that would have been issued assuming the vesting of the stock compensation arrangement and the exchange of preferred units.

Stock options, restricted shares and deferred share units

For the three months ended September 30, 2023, the Company’s stock compensation plans resulted in 1,942,731 dilutive share units (2022 - 2,456,262), given that it would be advantageous to the holders to exercise their associated rights to acquire common shares, as the exercise prices of these potential shares are below the Company's average market share price for the period. Restricted shares and deferred share units are always considered dilutive, as there is no price to the holder associated with receiving or exercising their entitlement, respectively.

For the nine months ended September 30, 2023, the Company’s stock compensation plans resulted in 1,858,818 dilutive share units (2022 - 2,694,298), given that it would be advantageous to the holders to exercise their associated rights to acquire common shares, as the exercise prices of these potential shares are below the Company's average market share price for the period.

Preferred units issued by the Affiliate

For the three and nine months ended September 30, 2023, the impact of exchangeable preferred units of Tricon PIPE LLC (Note 15) was dilutive, as the associated interest expense, net of tax, and the fair value gain on derivative financial instruments would result in decreased earnings per share upon the exchange of the underlying preferred units. Therefore, in computing the diluted weighted average common shares outstanding and the associated earnings per share amounts for the three and nine months ended September 30, 2023, the impact of the preferred units was included (2022 - included).

(in thousands of U.S. dollars, except per share amounts which are in U.S. dollars)For the three months ended September 30For the nine months ended September 30
2023202220232022
Net income attributable to shareholders of Tricon from continuing operations$80,156 $177,926 $152,450 $720,496 
Adjustment for preferred units interest expense - net of tax4,718 4,607 14,069 13,775 
Fair value gain on exchange and prepayment options of preferred units(28,043)(28,446)(19,061)(151,970)
Adjusted net income attributable to shareholders of Tricon from continuing operations56,831 154,087 147,458 582,301 
Net income attributable to shareholders of Tricon from discontinued operations— (2,335)— 33,277 
Adjusted net income attributable to shareholders of Tricon$56,831 $151,752 $147,458 $615,578 
Weighted average number of common shares outstanding273,810,276 274,710,065 273,738,512 274,474,675 
Adjustments for stock compensation1,942,731 2,456,262 1,858,818 2,694,298 
Adjustments for preferred units34,744,118 34,744,118 34,744,118 34,854,924 
Weighted average number of common shares outstanding for diluted earnings per share310,497,125 311,910,445 310,341,448 312,023,897 
Diluted earnings per share
Continuing operations$0.18 $0.49 $0.48 $1.87 
Discontinued operations— (0.01)— 0.11 
Diluted earnings per share
$0.18 $0.48 $0.48 $1.98 

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







21.    COMPENSATION EXPENSE

Compensation expense is comprised of the following:
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Salaries and benefits$13,661 $13,065 $42,148 $40,934 
Annual incentive plan ("AIP")4,778 7,015 18,411 21,847 
Long-term incentive plan ("LTIP")2,521 5,779 2,623 14,067 
Total compensation expense$20,960 $25,859 $63,182 $76,848 

The changes to the balances of the various cash-based and equity-based arrangements during the period are detailed in the sections below.

Annual incentive plan
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Cash-based$2,263 $4,955 $8,429 $16,317 
Equity-based2,515 2,060 9,982 5,530 
Total AIP expense$4,778 $7,015 $18,411 $21,847 


Cash-based AIP expense

For the nine months ended September 30, 2023, the Company recognized $8,429 in cash-based AIP expense (2022 - $16,317), of which $8,294 relates to current-year entitlements, and the remainder relates to prior-year adjustments that were paid during 2023.

The following table summarizes the movement in the AIP liability:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Balance, beginning of period$3,697 $73 
AIP expense8,429 20,307 
Payments(1,984)(16,186)
Translation adjustment(60)(497)
Balance, end of period$10,082 $3,697 

Equity-based AIP expense

For the nine months ended September 30, 2023, the Company recognized $9,982 in equity-based AIP expense (2022 - $5,530), of which $3,889 (2022 - $2,801) relates to current-year entitlements and $6,093 (2022 - $2,729) relates to the amortization of PSUs, DSUs, stock options and restricted shares granted in prior years, along with the revaluation of PSUs at each reporting date, as the total liability amount is dependent on the Company's share price.

Of the total current-year entitlements, $1,363 is cash-settled AIP expense related to the PSUs and $2,526 is equity-settled AIP expense related to DSUs, stock options and restricted shares. Of the amortization expenses related to grants in prior years, an expense of $2,274 was recognized for the PSUs and a total expense of $3,819 was recognized in relation to DSUs, stock options and restricted shares.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The following table summarizes the movement in the PSU liability:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Balance, beginning of period$6,630 $12,064 
PSU expense3,637 1,889 
Payments(4,010)(7,061)
Translation adjustment(37)(262)
Balance, end of period$6,220 $6,630 

Long-term incentive plan
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Cash-based$2,521 $5,664 $2,623 $13,588 
Equity-based— 115 — 479 
Total LTIP expense$2,521 $5,779 $2,623 $14,067 

Cash-based LTIP expense

For the nine months ended September 30, 2023, the Company increased its accrual related to cash-component LTIP by $2,623 (2022 - increase of $13,588) as a result of an increase in expected future performance fees from Investment Vehicles that will be paid to management when cash is received from each investment over time.

The following table summarizes the movement in the LTIP liability:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Balance, beginning of period$25,244 $21,431 
LTIP expense2,623 16,635 
Payments(2,094)(11,685)
Translation adjustment22 (1,137)
Balance, end of period$25,795 $25,244 

Equity-based LTIP expense

For the nine months ended September 30, 2023, the Company recorded no equity-based LTIP expense (2022 - $479) related to DSUs granted in prior years. LTIP expense related to income from THP1 US (a U.S. residential development investment) was paid in DSUs vesting in equal tranches over a three- to five-year period commencing on the anniversary date of each grant in past years. The LTIP was amended in 2022 to provide that this expense would be settled in cash only going forward.

Stock option plan

For the nine months ended September 30, 2023, the Company recorded a stock option expense under the AIP of $2,932 (2022 - $146).

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The following tables summarize the movement in the stock option plan during the nine months ended September 30, 2023 and the year ended December 31, 2022.
TSXNYSE
For the nine months ended September 30, 2023
Number of optionsWeighted average exercise price (CAD)Number of optionsWeighted average exercise price (USD)
Opening balance - outstanding3,443,770 $10.61 395,953 $8.54 
Granted112,000 11.27 — — 
Exercised(225,000)8.85 — — 
Cancelled(95,000)10.81 — — 
Ending balance - outstanding3,235,770 $10.75 395,953 $8.54 
TSXNYSE
For the year ended December 31, 2022
Number of optionsWeighted average exercise price (CAD)Number of optionsWeighted average exercise price (USD)
Opening balance - outstanding1,985,563 $10.45 31,764 $14.67 
Granted1,466,541 10.81 364,189 8.00 
Exercised(8,334)9.81 — — 
Ending balance - outstanding3,443,770 $10.61 395,953 $8.54 

The following table presents the inputs used to value the stock options granted in 2023:
For the nine months ended September 30, 2023
TSX
Risk-free interest rate (%)3.53 
Expected option life (years)5.18 
Expected volatility (%)28.13 

The following table summarizes the stock options outstanding as at September 30, 2023:
September 30, 2023
Grant dateExpiration dateOptions outstandingOptions exercisableExercise price of outstanding options (CAD)Exercise price of outstanding options (USD)
November 14, 2016November 14, 2023325,000 325,000 $8.85 $— 
December 15, 2017December 15, 2024800,000 800,000 11.35 — 
December 17, 2018December 17, 2025401,959 401,959 9.81 — 
December 15, 2020December 15, 2027199,380 132,919 11.50 — 
December 15, 2021December 15, 202825,890 8,630 18.85 — 
December 15, 2021December 15, 202831,764 10,588 — 14.67 
December 15, 2022December 15, 20291,371,541 — 10.81 — 
December 15, 2022December 15, 2029364,189 — — 8.00 
March 6, 2023March 6, 2030112,000 — 11.27 — 
Total3,631,723 1,679,096 $10.75 $8.54 

AIP liability is recorded within amounts payable and accrued liabilities, and the equity component is included in the contributed surplus. The breakdown is presented below.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Amounts payable and accrued liabilities(1)
$16,302 $10,327 
Equity - contributed surplus21,809 15,784 
Total AIP$38,111 $26,111 
(1) This balance includes outstanding PSU liability of $6,220 (2022 - $6,630) and cash-based AIP liability of $10,082 (2022 - $3,697).
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







LTIP liability and equity components are presented on the balance sheet as follows:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
LTIP - liability$25,795 $25,244 
Equity - contributed surplus5,185 5,685 
Total LTIP$30,980 $30,929 

22.    PERFORMANCE FEES LIABILITY

The actual amounts of performance fee revenue to be received and paid will depend on the cash realizations of Investment Vehicles and the performance of underlying investments. Recognizing such fee revenue is only permitted when the receipt is highly probable such that a significant amount of the cumulative fee revenue will not reverse. Any corresponding payable to participating unitholders, however, must be recognized by the Company as an expense and a liability in the period in which the change in underlying investment valuation occurs, although the change in the liability is unrealized and is a non-cash expense.

The following table summarizes the movement in performance fees liability for the nine months ended September 30, 2023 and the year ended December 31, 2022:

(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Balance, beginning of period$39,893 $48,358 
Contributions from equity holders10 971 
Performance fees expense
700 35,854 
Payments(271)(44,867)
Translation adjustment11 (423)
Balance, end of period$40,343 $39,893 

For the nine months ended September 30, 2023, the Company recorded $63,882 (2022 - $108,904) in connection with employment-related costs, including compensation expense (Note 21) and performance fees expense.

23.    SEGMENTED INFORMATION

Inter-segment revenues adjustments

Inter-segment revenues are determined under terms that approximate market value. For the nine months ended September 30, 2023, the adjustment to external revenues when determining segmented revenues consists of property management revenues earned from consolidated entities totaling $70,865 (2022 - $79,443), development revenues earned from consolidated entities totaling $1,087 (2022 - $1,141) and asset management revenues earned from consolidated entities totaling $6,589 (2022 - $7,543), which were eliminated on consolidation to arrive at the Company’s consolidated revenues in accordance with IFRS.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the three months ended September 30, 2023
Single-Family Rental(1)
Adjacent Businesses (1)
Strategic Capital(1),(2)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$202,571 $ $ $ $202,571 
Direct operating expenses (67,298)— — — (67,298)
Net operating income from single-family rental properties135,273 — — — 135,273 
Revenue from strategic capital services  8,960  8,960 
Income from equity-accounted investments in multi-family rental properties— 179 — — 179 
Income from equity-accounted investments in Canadian residential developments— 2,442 — — 2,442 
Other income244 354 — 132 730 
Income from investments in U.S. residential developments— 10,492 — — 10,492 
Compensation expense— — — (20,960)(20,960)
Performance fees expense— — — (163)(163)
General and administration expense— — — (22,174)(22,174)
Gain on debt modification and extinguishment— — — 1,326 1,326 
Transaction costs— — — (5,176)(5,176)
Interest expense— — — (80,475)(80,475)
Fair value gain on rental properties— — — 73,261 73,261 
Fair value gain on Canadian development properties— — — — — 
Realized and unrealized gain on derivative financial instruments— — — 30,456 30,456 
Amortization and depreciation expense— — — (4,522)(4,522)
Realized and unrealized foreign exchange loss— — — (62)(62)
Net change in fair value of limited partners’ interests in single-family rental business— — — (38,819)(38,819)
Income tax expense— — — (9,643)(9,643)
Segment net income (loss)$135,517 $13,467 $8,960 $(76,819)$81,125 
(1) Financial information for each segment is presented on a consolidated basis.
(2) Strategic Capital was previously reported as Private Funds and Advisory.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the nine months ended September 30, 2023
Single-Family Rental(1)
Adjacent Businesses (1)
Strategic Capital(1)(2)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$588,537 $ $ $ $588,537 
Direct operating expenses (194,407)— — — (194,407)
Net operating income from single-family rental properties394,130 — — — 394,130 
Revenue from strategic capital services  34,831  34,831 
Income from equity-accounted investments in multi-family rental properties— 529 — — 529 
Income from equity-accounted investments in Canadian residential developments— 2,734 — — 2,734 
Other income (expense)244 1,077 — (999)322 
Income from investments in U.S. residential developments— 23,847 — — 23,847 
Compensation expense— — — (63,182)(63,182)
Performance fees expense— — — (700)(700)
General and administration expense— — — (59,625)(59,625)
Gain on debt modification and extinguishment— — — 1,326 1,326 
Transaction costs— — — (13,173)(13,173)
Interest expense— — — (236,221)(236,221)
Fair value gain on rental properties— — — 208,907 208,907 
Realized and unrealized gain on derivative financial instruments— — — 20,777 20,777 
Amortization and depreciation expense— — — (13,067)(13,067)
Realized and unrealized foreign exchange gain— — — 69 69 
Net change in fair value of limited partners’ interests in single-family rental business— — — (118,543)(118,543)
Income tax expense— — — (25,667)(25,667)
Segment net income (loss)$394,374 $28,187 $34,831 $(300,098)$157,294 
(1) Financial information for each segment is presented on a consolidated basis.
(2) Strategic Capital was previously reported as Private Funds and Advisory.


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the three months ended September 30, 2022
Single-Family Rental(1)
Adjacent Businesses (1)
Strategic Capital(1)(2)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$170,769 $ $ $ $170,769 
Direct operating expenses(54,464)— — — (54,464)
Net operating income from single-family rental properties116,305 — — — 116,305 
Revenue from private funds and advisory services  112,470  112,470 
Income from equity-accounted investments in multi-family rental properties— 169 — — 169 
Income from equity-accounted investments in Canadian residential developments— 3,621 — — 3,621 
Other income— 388 — 5,060 5,448 
Income from investments in U.S. residential developments— 5,680 — — 5,680 
Compensation expense— — — (25,859)(25,859)
Performance fees expense— — — (4,375)(4,375)
General and administration expense— — — (14,048)(14,048)
Loss on debt modification and extinguishment— — — (6,816)(6,816)
Transaction costs— — — (3,658)(3,658)
Interest expense— — — (60,094)(60,094)
Fair value gain on rental properties— — — 107,166 107,166 
Fair value loss on Canadian development properties— — — (1,314)(1,314)
Realized and unrealized gain on derivative financial instruments— — — 31,866 31,866 
Amortization and depreciation expense— — — (3,853)(3,853)
Realized and unrealized foreign exchange gain— — — 623 623 
Net change in fair value of limited partners’ interests in single-family rental business— — — (42,318)(42,318)
Income tax expense— — — (42,227)(42,227)
Segment net income (loss) from continuing operations$116,305 $9,858 $112,470 $(59,847)$178,786 
Segment net loss from discontinued operations (2,335)  (2,335)
Segment net income$116,305 $7,523 $112,470 $(59,847)$176,451 
(1) Financial information for each segment is presented on a consolidated basis.
(2) Strategic Capital was previously reported as Private Funds and Advisory.


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the nine months ended September 30, 2022
Single-Family Rental(1)
Adjacent Businesses (1)
Strategic Capital(1)(2)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$464,692 $ $ $ $464,692 
Direct operating expenses(150,718)— — — (150,718)
Net operating income from single-family rental properties313,974 — — — 313,974 
Revenue from private funds and advisory services  145,268  145,268 
Income from equity-accounted investments in multi-family rental properties— 499 — — 499 
Income from equity-accounted investments in Canadian residential developments— 3,508 — — 3,508 
Other income— 1,056 — 7,813 8,869 
Income from investments in U.S. residential developments— 12,987 — — 12,987 
Compensation expense— — — (76,848)(76,848)
Performance fees expense— — — (32,056)(32,056)
General and administration expense— — — (40,828)(40,828)
Loss on debt modification and extinguishment— — — (6,816)(6,816)
Transaction costs— — — (11,359)(11,359)
Interest expense— — — (142,812)(142,812)
Fair value gain on rental properties— — — 802,573 802,573 
Fair value loss on Canadian development properties— — — (440)(440)
Realized and unrealized gain on derivative financial instruments— — — 158,991 158,991 
Amortization and depreciation expense— — — (10,844)(10,844)
Realized and unrealized foreign exchange gain— — — 662 662 
Net change in fair value of limited partners’ interests in single-family rental business— — — (246,553)(246,553)
Income tax expense— — — (155,284)(155,284)
Segment net income from continuing operations$313,974 $18,050 $145,268 $246,199 $723,491 
Segment net income from discontinued operations 33,277   33,277 
Segment net income$313,974 $51,327 $145,268 $246,199 $756,768 
(1) Financial information for each segment is presented on a consolidated basis.
(2) Strategic Capital was previously reported as Private Funds and Advisory.


24.    RELATED PARTY TRANSACTIONS AND BALANCES

Related parties include subsidiaries, associates, joint ventures, structured entities, key management personnel, the Board of Directors (“Directors”), immediate family members of key management personnel and Directors, and entities which are directly or indirectly controlled by, jointly controlled by or significantly influenced by key management personnel, Directors or their close family members.

In the normal course of operations, the Company executes transactions on market terms with related parties that have been measured at the exchange value and are recognized in the consolidated financial statements, including, but not limited to: asset management fees, performance fees and incentive distributions; loans, interest and non-interest bearing deposits; purchase and sale agreements; capital commitments to Investment Vehicles; and development of residential real estate assets. In connection with the Investment Vehicles, the Company has unfunded capital commitments of $261,533 as at September 30, 2023. Transactions and balances between consolidated entities are fully eliminated upon consolidation. Transactions and balances with unconsolidated structured entities are disclosed in Note 15.
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







Transactions with related parties

The following table lists the related party balances included within the condensed interim consolidated financial statements.
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Revenue from strategic capital services$8,960 $112,470 $34,831 $145,268 
Income from equity-accounted investments in multi-family rental properties179 169 529 499 
Income from equity-accounted investments in Canadian residential developments2,442 3,621 2,734 3,508 
Income from investments in U.S. residential developments10,492 5,680 23,847 12,987 
Performance fees expense(163)(4,375)(700)(32,056)
Gain on sale of Bryson MPC Holdings LLC— 5,060 — 5,060 
Net income recognized from related parties$21,910 $122,625 $61,241 $135,266 

Balances arising from transactions with related parties

The items set out below are included on various line items in the Company’s condensed interim consolidated financial statements.
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Receivables from related parties included in amounts receivable
Contractual fees and other receivables from investments managed$30,010 $14,976 
Employee relocation housing loan(1)
1,479 1,477 
Annual incentive plan(2)
38,111 26,111 
Long-term incentive plan(2)
30,980 30,929 
Performance fees liability(2)
40,343 39,893 
Dividends payable501 497 
Other payables to related parties included in amounts payable and accrued liabilities86 166 
(1) The employee relocation housing loan is non-interest bearing for a term of ten years, maturing in 2028.
(2) Balances from compensation arrangements are due to employees of the Company.

The receivables are unsecured and non-interest bearing. There are no provisions recorded against receivables from related parties at September 30, 2023 (December 31, 2022 - nil).

25.    FINANCIAL RISK MANAGEMENT

The Company is experiencing the effect of rising interest rates and inflation, which touches all aspects of its business, including its ability to negotiate contract terms and make investment and financing decisions. The Company is exposed to the following risks as a result of holding financial instruments, as well as real estate assets that are measured at fair value: market risk (i.e., interest rate risk, foreign currency risk and other price risk that may impact the fair value of financial instruments, as well as rental properties and development properties), credit risk and liquidity risk. The following is a description of these risks and how they are managed.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes the risk of changes in interest rates, foreign currency rates and changes in market prices due to other factors, such as changes in equity prices or credit spreads. The Company manages market risk from foreign currency assets and liabilities and the impact of changes in currency exchange
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






rates and interest rates by funding assets with financial liabilities in the same currency and with similar interest rate characteristics, and by holding financial contracts such as interest rate derivatives to minimize residual exposures.

The sensitivities to market risks included below are based on a change in one factor while holding all other factors constant. In practice, this is unlikely to occur, and changes in some of the factors may be correlated - for example, changes in interest rates and changes in foreign currency rates.

Financial instruments held by the Company that are subject to market risk include other financial assets, borrowings and derivative instruments such as interest rate cap contracts.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The observable impacts on the fair values and future cash flows of financial instruments that can be directly attributable to interest rate risk include changes in the net income from financial instruments whose cash flows are determined with reference to floating interest rates and changes in the value of financial instruments whose cash flows are fixed in nature.

The Company’s assets largely consist of long-term interest-sensitive physical real estate assets. Accordingly, the Company’s financial liabilities consist of long-term fixed-rate debt and floating-rate debt. These financial liabilities are recorded at their amortized cost. The Company also holds interest rate caps to limit its exposure to increases in interest rates on floating-rate debt and sometimes holds interest rate contracts to lock in fixed rates on anticipated future debt issuances and as an economic hedge against the changes in the value of long-term interest-sensitive physical real estate assets that have not been otherwise matched with fixed-rate debt. During the nine months ended September 30, 2023, the Company recognized a realized gain of $12,679 related to interest rate caps that were in-the-money. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. To limit its exposure to interest rate risk, the Company has a mixed portfolio of fixed-rate and variable-rate debt, with $4,405,047 (77%) in fixed-rate debt and $1,341,723 (23%) in variable-rate debt as at September 30, 2023. If interest rates had been 1% higher or lower, with all other variables held constant, interest expense would have increased (decreased) by:
For the nine months ended September 3020232022
(in thousands of U.S. dollars)
1% increase
1% decrease
1% increase
1% decrease
Interest expense$1,708 $(10,664)12,168 (11,657)

Foreign currency risk

Changes in foreign currency rates will impact the carrying value of financial instruments denominated in currencies other than the U.S. dollar, which is the functional and presentation currency of the Company. The Company has exposure to monetary and non-monetary foreign currency risk due to the effects of changes in foreign exchange rates related to consolidated Canadian subsidiaries, equity-accounted investments, and cash and debt in Canadian dollars held at the corporate level. The Company manages foreign currency risk by raising equity in Canadian dollars and by matching its principal cash outflows to the currency in which the principal cash inflows are denominated.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The impact of a 1% increase or decrease in the Canadian dollar exchange rate would result in the following impacts to assets and liabilities:
For the nine months ended September 3020232022
(in thousands of U.S. dollars)
1% increase
1% decrease
1% increase
1% decrease
Assets
Equity-accounted investments in multi-family rental properties$211 $(211)$197 $(197)
Equity-accounted investments in Canadian residential developments1,184 (1,184)960 (960)
Canadian development properties1,600 (1,600)1,310 (1,310)
Investments in U.S. residential developments(2)(1)
$2,997 $(2,997)$2,468 $(2,468)
Liabilities
Debt539 (539)239 (239)
$539 $(539)$239 $(239)
Foreign exchange volatility is already embedded in the fair value of derivative financial instruments (Note 16), and therefore is excluded from the sensitivity calculations above.

Other price risk

Other price risk is the risk of variability in fair value due to movements in equity prices or other market prices such as commodity prices and credit spreads. The Company does not hold any financial instruments that are exposed to equity price risk, including equity securities and equity derivatives.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause financial loss for the other party by failing to discharge an obligation.

The Company's exposure to credit risk arises from cash, restricted cash, loans and receivables which are due primarily from associates. Cash and restricted cash are placed only with approved counterparties. For banks and financial institutions, only independently rated parties that meet the minimum credit rating of AA or equivalent are accepted. Through the equity portion of its investments, the Company is also indirectly exposed to credit risk arising from loans advanced by investees to individual real estate development projects. As at September 30, 2023, the Company held cash and restricted cash with regulated financial institutions that met minimum credit rating requirements. As at September 30, 2023, the Company's maximum exposure to receivables due from its associates amounts to $31,489 (December 31, 2022 - $16,453).

Credit risk arises from the possibility that residents may experience financial difficulty and be unable to fulfill their lease commitments. A provision for bad debt (or expected credit loss) is taken for all anticipated collectability risks. The Company also manages credit risk by performing resident underwriting due diligence during the leasing process. As at September 30, 2023, the Company had rent receivables of $4,876 (December 31, 2022 – $3,581), net of bad debt, which adequately reflects the Company's credit risk.

Liquidity risk

The real estate industry is highly capital intensive. Liquidity risk is the risk that the Company may have difficulty in meeting obligations associated with its financial liabilities as they fall due. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price. The Company's liquidity risk management includes maintaining sufficient cash on hand and the availability of funding through an adequate amount of committed credit facilities, as well as performing periodic cash flow forecasts to ensure the Company has sufficient cash to meet operational and financing costs. The Company's primary source of liquidity consists of cash and other financial assets, net of deposits and other associated liabilities, and undrawn available credit facilities. Cash flow
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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






generated from operating the rental property portfolio represents the primary source of liquidity used to service the interest on the property-level debt and fund direct property operating expenses, as well as reinvest in the portfolio through capital expenditures.

The Company is subject to the risks associated with debt financing, including the ability to refinance indebtedness at maturity. The Company believes these risks are mitigated through the use of long-term debt secured by high-quality assets, by maintaining certain debt levels that are set by management, and by staggering maturities over an extended period.

The following tables present the contractual maturities of the Company’s financial liabilities at September 30, 2023 and December 31, 2022, excluding remaining unamortized deferred financing fees and debt discount:
(in thousands of U.S. dollars)
As at September 30, 2023Due on demand and in 2023From 2024
to 2025
From 2026
to 2027
2028 and thereafterTotal
Liabilities
Debt(1)
$154 $1,565,700 $2,922,547 $1,258,369 $5,746,770 
Other liabilities
— 14,410 12,633 18,985 46,028 
Limited partners' interests in single-family rental business
— 900,084 1,099,363 275,902 2,275,349 
Derivative financial instruments
— — — 32,097 32,097 
Due to Affiliate
— — — 295,325 295,325 
Amounts payable and accrued liabilities
205,359 — — — 205,359 
Resident security deposits
83,874 — — — 83,874 
Dividends payable
15,834 — — — 15,834 
Total
$305,221 $2,480,194 $4,034,543 $1,880,678 $8,700,636 
(1) The contractual maturities reflect the maturity dates after all extensions have been exercised. The Company intends to exercise the extension options available on all loans.

(in thousands of U.S. dollars)
As at December 31, 2022Due on demand and in 2022From 2023
to 2024
From 2025
to 2026
2027 and thereafterTotal
Liabilities
Debt(1)
$757,135 $1,949,405 $2,529,240 $542,457 $5,778,237 
Other liabilities
— 10,370 8,620 15,534 34,524 
Limited partners' interests in single-family rental business
— — 851,416 845,456 1,696,872 
Derivative financial instruments
— — — 51,158 51,158 
Due to Affiliate
— — — 295,325 295,325 
Amounts payable and accrued liabilities
138,273 — — — 138,273 
Resident security deposits
79,864 — — — 79,864 
Dividends payable
15,861 — — — 15,861 
Total$991,133 $1,959,775 $3,389,276 $1,749,930 $8,090,114 
(1) The contractual maturities reflect the maturity dates after all extensions have been exercised. The Company intends to exercise the extension options available on all loans.


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







The future repayments of principal and interest on financial liabilities are as follows, excluding remaining unamortized deferred financing fees and debt discount:
(in thousands of U.S. dollars)
As at September 30, 2023Due on demand and in 2023From 2024
to 2025
From 2026
to 2027
2028 and thereafterTotal
Principal
Debt(1),(2)
$154 $1,565,700 $2,922,547 $1,258,369 $5,746,770 
Due to Affiliate
— — — 295,325 295,325 
Interest
Debt(1),(3)
67,346 444,582 228,394 37,649 777,971 
Due to Affiliate(4)
4,245 33,962 34,192 120,936 193,335 
Total$71,745 $2,044,244 $3,185,133 $1,712,279 $7,013,401 
(1) Certain mortgages' principal and interest repayments were translated to U.S. dollars at the period-end exchange rate.
(2) The contractual maturities reflect the maturity dates after all extensions have been exercised. The Company intends to exercise, where appropriate, the extension options available on all loans.
(3) For floating-rate debt facilities, the future interest payments are calculated using the prevailing floating interest rates at the period-end date.
(4) Reflects the contractual maturity date of September 3, 2032.

The details of the net liabilities are shown below:
(in thousands of U.S. dollars)September 30, 2023December 31, 2022
Cash$172,787 $204,303 
Amounts receivable38,671 24,984 
Prepaid expenses and deposits23,348 37,520 
Current assets234,806 266,807 
Amounts payable and accrued liabilities205,359 138,273 
Resident security deposits83,874 79,864 
Dividends payable15,834 15,861 
Current portion of long-term debt624,962 757,135 
Current liabilities930,029 991,133 
Net current liabilities$(695,223)$(724,326)

During the nine months ended September 30, 2023, the change in the Company’s liquidity resulted in a working capital deficit of $695,223 (2022 - deficit of $724,326). The working capital deficit is predominantly driven by debts coming due in 2024. The Company is in the process of exploring refinancing options for the securitization debt 2017-2 of $322,268 and the term loan of $302,065.

As of September 30, 2023, there was $150,000 outstanding under the corporate credit facility (December 31, 2022 - nil) and $350,000 (December 31, 2022 - $500,000) of the corporate credit facility remained available to the Company. During the nine months ended September 30, 2023, the Company received distributions of $14,797 (2022 - $45,896) from its investments.

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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






26.    SUPPLEMENTARY CASH FLOW DETAILS

The details of the adjustments for non-cash items presented in operating activities of the cash flow statement are shown below:
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Fair value gain on rental properties (Note 4)
$(73,261)$(107,166)$(208,907)$(802,573)
Fair value (gain) loss on Canadian development properties (Note 7)
— 1,314 — 440 
Unrealized gain on derivative financial instruments (Note 16)
(24,558)(31,866)(8,098)(158,991)
Income from investments in U.S. residential developments (Note 8)
(10,492)(5,680)(23,847)(12,987)
Income from equity-accounted investments in multi-family rental properties (Note 5)
(179)(169)(529)(499)
Income from equity-accounted investments in Canadian residential developments (Note 6)
(2,442)(3,621)(2,734)(3,508)
Gain on Bryson MPC Holdings LLC disposition (Note 13)
— (5,060)— (5,060)
(Gain) loss on debt modification and extinguishment (Notes 14, 17)
(1,326)6,816 (1,326)6,816 
Amortization and depreciation expense
4,522 3,853 13,067 10,844 
Deferred income taxes (Note 10)
9,806 72,087 23,930 183,578 
Net change in fair value of limited partners’ interests in single-family rental business
38,819 42,318 118,543 246,553 
Amortization of debt discount and financing costs (Note 17)
6,068 4,765 16,966 12,846 
Interest on lease obligation (Note 17)
287 293 877 857 
Other non-cash interest (Note 17)
— (424)— (424)
Long-term incentive plan (Note 21)
2,521 5,779 2,623 14,067 
Annual incentive plan (Note 21)
4,778 7,015 18,411 21,847 
Performance fees expense (Note 22)
163 4,375 700 32,056 
Non-cash impact related to debt modification
(3,933)— (3,933)— 
Unrealized foreign exchange gain
(2,903)(5,198)(9,553)(9,682)
Adjustments for non-cash items$(52,130)$(10,569)$(63,810)$(463,820)

The following table presents the changes in non-cash working capital items for the periods ended September 30, 2023 and September 30, 2022.
For the three months ended September 30For the nine months ended September 30
(in thousands of U.S. dollars)2023202220232022
Amounts receivable$(13,338)$(100,885)$(13,687)$(98,494)
Prepaid expenses and deposits8,914 8,356 14,172 (4,247)
Resident security deposits5,881 7,029 4,010 15,574 
Amounts payable and accrued liabilities51,737 68,089 67,086 108,106 
Deduct non-cash working capital items from discontinued operations— (45,094)— (45,094)
Changes in non-cash working capital items$53,194 $(62,505)$71,581 $(24,155)


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Notes to the CONDENSED INTERIM CONSOLIDATED Financial Statements
For the three and nine months ended September 30, 2023
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






27.    SUBSEQUENT EVENTS

Quarterly dividend

On November 7, 2023, the Board of Directors of the Company declared a dividend of $0.058 per common share in U.S. dollars payable on or after January 15, 2024 to shareholders of record on December 31, 2023.


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7 St. Thomas Street, Suite 801 Toronto, Ontario M5S 2B7
T 416-925-7228 F 416-925-7964 www.triconresidential.com
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