EX-99.1 2 triconfinancials-2022q2.htm EX-99.1 Document


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Condensed Interim Consolidated Balance Sheets
Unaudited (in thousands of U.S. dollars)
NotesJune 30, 2022December 31, 2021
Assets
Non-current assets
Rental properties4$10,263,424 $7,978,396 
Equity-accounted investments in multi-family rental properties5232,704 199,285 
Equity-accounted investments in Canadian residential developments697,521 98,675 
Canadian development properties7138,920 133,250 
Investments in U.S. residential developments8127,757 143,153 
Restricted cash158,347 123,329 
Goodwill29,726 29,726 
Deferred income tax assets10115,160 96,945 
Intangible assets8,183 9,324 
Other assets93,189 84,749 
Derivative financial instruments154,003 363 
Total non-current assets11,268,934 8,897,195 
Current assets
Cash146,463 176,894 
Amounts receivable17,600 41,582 
Prepaid expenses and deposits45,549 32,946 
Assets held for sale38,741 — 
Total current assets218,353 251,422 
Total assets$11,487,287 $9,148,617 
Liabilities
Non-current liabilities
Long-term debt13$4,751,203 $3,662,628 
Due to Affiliate14254,201 256,362 
Derivative financial instruments15103,481 230,305 
Deferred income tax liabilities10592,699 461,689 
Limited partners' interests in single-family rental business1,484,402 947,452 
Long-term incentive plan2024,889 21,431 
Performance fees liability2176,901 48,358 
Other liabilities28,945 28,958 
Total non-current liabilities7,316,721 5,657,183 
Current liabilities
Amounts payable and accrued liabilities130,121 102,954 
Resident security deposits65,330 56,785 
Dividends payable1715,872 15,821 
Current portion of long-term debt13345,323 254,805 
Total current liabilities556,646 430,365 
Total liabilities7,873,367 6,087,548 
Equity
Share capital182,125,887 2,114,783 
Contributed surplus23,704 22,790 
Cumulative translation adjustment18,940 22,842 
Retained earnings1,439,821 893,379 
Total shareholders' equity3,608,352 3,053,794 
Non-controlling interest5,568 7,275 
Total equity3,613,920 3,061,069 
Total liabilities and equity$11,487,287 $9,148,617 
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 six months ended
NotesJune 30, 2022June 30, 2021June 30, 2022
June 30, 2021(1)
Revenue from single-family rental properties11$155,135 $107,004 $293,923 $206,395 
Direct operating expenses (50,739)(36,260)(96,254)(69,479)
Net operating income from single-family rental properties104,396 70,744 197,669 136,916 
Revenue from private funds and advisory services12$20,387 $13,113 $32,798 $22,043 
Income from equity-accounted investments in multi-family rental properties518,905 14,272 35,942 13,815 
(Loss) income from equity-accounted investments in Canadian residential developments6(98)27 (113)24 
Other income372 330 3,421 535 
Income from investments in U.S. residential developments83,002 8,251 7,307 14,910 
Compensation expense20(22,737)(19,272)(50,989)(36,292)
Performance fees expense21(15,117)(981)(27,681)(1,711)
General and administration expense(13,905)(9,270)(26,780)(17,673)
Transaction costs(5,482)(4,408)(7,701)(5,637)
Interest expense16(45,864)(37,396)(82,718)(73,471)
Fair value gain on rental properties4395,835 254,312 695,407 366,614 
Fair value gain on Canadian development properties7874 — 874 — 
Fair value gain (loss) on derivative financial instruments and other liabilities15156,487 (41,475)127,125 (78,647)
Amortization and depreciation expense
   
(3,584)(2,849)(6,991)(5,499)
Realized and unrealized foreign exchange gain (loss)100 (2,710)39 (2,540)
Net change in fair value of limited partners’ interests in single-family rental business(112,003)(49,246)(204,235)(75,387)
356,785 109,585 462,907 99,041 
Income before income taxes from continuing operations$481,568 $193,442 $693,374 $258,000 
Income tax (expense) recovery - current10(1,104)(16)(1,566)44,457 
Income tax expense - deferred10(63,604)(47,104)(111,491)(114,231)
Net income from continuing operations$416,860 $146,322 $580,317 $188,226 
Loss before income taxes from discontinued operations— — — (77,224)
Income tax expense - current— — — (46,502)
Income tax recovery - deferred— — — 56,164 
Net loss from discontinued operations   (67,562)
Net income$416,860 $146,322 $580,317 $120,664 
Attributable to:
Shareholders of Tricon415,835 145,517 578,182 119,288 
Non-controlling interest1,025 805 2,135 1,376 
Net income$416,860 $146,322 $580,317 $120,664 
Other comprehensive income
Items that will be reclassified subsequently to net income
Cumulative translation reserve(7,488)1,966 (3,902)3,961 
Comprehensive income for the period$409,372 $148,288 $576,415 $124,625 
Attributable to:
Shareholders of Tricon408,347 147,483 574,280 123,249 
Non-controlling interest1,025 805 2,135 1,376 
Comprehensive income for the period$409,372 $148,288 $576,415 $124,625 
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Basic earnings per share attributable to shareholders of Tricon
Continuing operations19$1.51 0.73 $2.11 0.95 
Discontinued operations19— — — (0.34)
Basic earnings per share attributable to shareholders of Tricon$1.51 $0.73 $2.11 $0.61 
Diluted earnings per share attributable to shareholders of Tricon
Continuing operations19$0.85 0.72 $1.49 0.94 
Discontinued operations19— — — (0.34)
Diluted earnings per share attributable to shareholders of Tricon$0.85 $0.72 $1.49 $0.60 
Weighted average shares outstanding - basic19274,598,588 199,113,835 274,345,001 197,024,375 
Weighted average shares outstanding - diluted19311,913,232 200,742,510 311,929,796 198,586,256 
(1) Certain comparative figures have been adjusted to conform with the current period presentation. Refer to Note 2 for further details.

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, 2022$2,114,783 $22,790 $22,842 $893,379 $3,053,794 $7,275 $3,061,069 
Net income— — — 578,182 578,182 2,135 580,317 
Cumulative translation reserve— — (3,902)— (3,902)— (3,902)
Distributions to
non-controlling interest
— — — — — (3,842)(3,842)
Dividends/Dividend
reinvestment plan
172,556 — — (31,740)(29,184)— (29,184)
Stock-based compensation20601 1,886 — — 2,487 — 2,487 
Preferred units exchanged
14, 18
8,015 — — — 8,015 — 8,015 
Shares reserved for
restricted share awards
20(68)— — — (68)— (68)
Tax adjustment for equity issuance costs10— (972)— — (972)— (972)
Balance at June 30, 2022$2,125,887 $23,704 $18,940 $1,439,821 $3,608,352 $5,568 $3,613,920 
Balance at January 1, 2021$1,192,963 $19,738 $23,395 $499,000 $1,735,096 $8,142 $1,743,238 
Net income   119,288 119,288 1,376 120,664 
Bought deal offering161,842 — — — 161,842 — 161,842 
Cumulative translation reserve— — 3,961 — 3,961 — 3,961 
Distributions to
non-controlling interest
— — — — — (3,543)(3,543)
Dividends/Dividend
reinvestment plan
172,890 — — (22,631)(19,741)— (19,741)
Debentures conversion976 — — — 976 — 976 
Stock-based compensation20957 906 — — 1,863 — 1,863 
Shares reserved for
restricted share awards
20(41)— — — (41)— (41)
Balance at June 30, 2021$1,359,587 $20,644 $27,356 $595,657 $2,003,244 $5,975 $2,009,219 
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 six months ended
NotesJune 30, 2022June 30, 2021June 30, 2022June 30, 2021
CASH PROVIDED BY (USED IN)
Operating activities
Net income$416,860 $146,322 $580,317 $120,664 
Net loss from discontinued operations— — — 67,562 
Adjustments for non-cash items25(370,047)(126,223)(488,863)(99,570)
Cash paid for AIP, LTIP and performance fees, net of equity contribution
20, 21
(4,056)(1,793)(13,099)(7,732)
Advances made to investments
5, 6, 8
(10,219)(15,905)(14,169)(19,131)
Distributions received from investments
5, 6, 8
26,154 17,388 38,474 30,088 
Changes in non-cash working capital items2541,459 23,485 38,350 (31,655)
Net cash provided by operating activities from continuing operations100,151 43,274 141,010 60,226 
Net cash used in operating activities from discontinued operations   (2,593)
Net cash provided by operating activities$100,151 $43,274 $141,010 $57,633 
Investing activities
Acquisition of rental properties4(843,001)(393,763)(1,462,897)(557,685)
Capital additions to rental properties4(78,511)(39,055)(157,779)(71,314)
Disposition of rental properties421,274 5,066 31,055 8,243 
Additions to fixed assets and other non-current assets
 
(10,550)(13,648)(19,311)(17,933)
Net cash used in investing activities from continuing operations(910,788)(441,400)(1,608,932)(638,689)
Net cash provided by investing activities from discontinued operations 13,958  421,269 
Net cash used in investing activities$(910,788)$(427,442)$(1,608,932)$(217,420)
Financing activities
Lease payments
   
(566)(550)(1,259)(1,173)
Issuance of common shares - net of issuance costs18— 160,121 — 160,121 
Proceeds from corporate borrowing98,000 11,000 197,000 71,000 
Repayments of corporate borrowing(49,424)(16,089)(68,200)(83,155)
Proceeds from rental and development properties borrowing1,541,438 305,690 1,936,935 459,797 
Repayments of rental and development properties borrowing(889,118)(358,433)(891,636)(406,885)
Dividends paid17(14,884)(10,216)(29,133)(19,450)
Change in restricted cash(20,781)(13,459)(35,018)(12,724)
Contributions from limited partners167,235 98,306 361,023 130,955 
Distributions to limited partners(16,214)(764)(28,308)(2,754)
Distributions to non-controlling interests(1,647)(1,397)(3,842)(3,543)
Net cash provided by financing activities from continuing operations814,039 174,209 1,437,562 292,189 
Net cash used in financing activities from discontinued operations   (102,849)
Net cash provided by financing activities$814,039 $174,209 $1,437,562 $189,340 
Effect of foreign exchange rate difference on cash(135)36 (71)59 
Change in cash during the period3,267 (209,923)(30,431)29,612 
Cash - beginning of period143,196 294,693 176,894 55,158 
Cash - end of period$146,463 $84,770 $146,463 $84,770 
Supplementary information
Cash paid on
Income taxes$825 $ $872 $ 
Interest$38,143 $31,888 $70,424 $77,218 
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 33,000 single-family rental homes located primarily in the U.S. Sun Belt. The Company also invests in adjacent residential businesses which include multi-family rental properties and 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 third-party 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 August 9, 2022 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, 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, 2021.

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 six months ended June 30, 2022
 (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)
Controlled subsidiary for the period between January 1, 2021 and March 30, 2021, and joint venture from March 31, 2021Consolidation between January 1, 2021 and March 30, 2021, and equity method from March 31, 2021Equity-accounted investments in multi-family rental properties Net loss from discontinued operations between January 1, 2021 and March 30, 2021

Income from equity-accounted investments in multi-family rental properties from March 31, 2021
N/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)
Investments in associateEquity methodEquity-accounted investments in Canadian residential developmentsIncome from equity-accounted investments in Canadian residential developmentsN/A
WDL - Block 8 (Canary Landing)Joint ventureEquity methodN/A
WDL - Block 20 (Canary Landing)Joint ventureEquity methodN/A
WDL - Blocks 3/4/7 (Canary Landing)Joint ventureEquity methodN/A
WDL - Block 10 (Canary Landing)Joint ventureEquity methodN/A
6~8 Gloucester (The Ivy)Joint ventureEquity methodN/A
7 Labatt(2)
Joint ventureEquity methodN/A
Queen & OntarioJoint ventureEquity methodN/A
SymingtonJoint ventureEquity methodN/A
U.S. residential developments
THPAS JV-1Investments in associatesEquity methodInvestments in U.S. residential developmentsIncome from investments in U.S. residential developmentsN/A
THPAS Development JV-2Investments in associatesEquity methodN/A
For-sale housingInvestments in associatesEquity methodN/A
Private Funds and Advisory
Private funds GP entitiesControlled subsidiaryConsolidationConsolidatedRevenue from private funds and advisory servicesN/A
Johnson development managementControlled subsidiaryConsolidationConsolidatedComponent of equity
(1) On March 31, 2021, the Company sold an 80% ownership interest in its U.S. multi-family rental portfolio.
(2) On November 12, 2021, the Company's joint venture, Labatt Village Holding LP, sold its 80% ownership interest in the 7 Labatt project to the remaining joint venture partner.
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







Changes to comparative figures

Certain comparative figures have been adjusted to conform with the current period presentation, as shown in the table below. There was no impact on the net income and comprehensive income of the Company as a result of this change in presentation.

(in thousands of U.S. dollars)As previously reported
Reclassify performance fees expense(1)
Reclassify resident recoveries (2)
As adjusted
For the three months ended June 30, 2021
Revenue from single-family rental properties$105,921 $— $1,083 $107,004 
Direct operating expenses(35,177)— (1,083)(36,260)
Compensation expense(20,253)981 — (19,272)
Performance fees expense — (981)— (981)
(in thousands of U.S. dollars)As previously reported
Reclassify performance fees expense(1)
Reclassify resident recoveries (2)
As adjusted
For the six months ended June 30, 2021
Revenue from single-family rental properties$204,395 $— $2,000 $206,395 
Direct operating expenses(67,479)— (2,000)(69,479)
Compensation expense(38,003)1,711 — (36,292)
Performance fees expense — (1,711)— (1,711)
(1) The interests of participating senior management in equity interests in certain Investment Vehicles have been reclassified from compensation expense to conform with the current period presentation (Note 21).
(2) Resident recoveries previously recorded as a reduction in direct operating expenses have been reclassified to revenue from single-family rental properties (Note 11).

Accounting standards and interpretations adopted

Effective January 1, 2022, the Company has adopted the amendment to IFRS 3, Business Combinations, when determining what constitutes an asset or a liability in a business combination. This amendment also includes a new exception for certain liabilities and contingent liabilities and clarified that an acquirer should not recognize contingent assets at the acquisition date. The Company also adopted the amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"), to account for the cost of fulfilling a contract when an onerous contract is established. The adoption of these amendments 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 International Accounting Standards Board ("IASB") issued amendments to IAS 1, Presentation of Financial Statements ("IAS 1"), to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. In February 2021, the IASB added an IFRS practice statement to IAS 1 and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8"). The amendments to IAS 1 and IAS 8 are effective for annual reporting periods beginning on or after January 1, 2023.

In May 2021, the IASB issued amendments to IAS 12, Income Taxes ("IAS 12"), to clarify how companies should account for deferred tax on transactions, such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






There are no other 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.    ASSETS HELD FOR SALE

During the current period, the Company launched an official process to dispose of its U.S residential development Bryson MPC Holdings LLC ("Bryson"). On June 27, 2022, the Company obtained a signed commitment from its newly established Investment Vehicle, THPAS Development JV-2 LLC (Note 8), to acquire the Company's interest in Bryson and the sale is expected to close within the next twelve months. Accordingly, the assets and liabilities of Bryson were classified as held for sale as its carrying amount will be recovered principally through the sale transaction. Bryson was measured at the lower of its carrying amount and fair value less costs to sell in accordance with IFRS 5, Non-current assets held for sale and discontinued operations ("IFRS 5") and no adjustments were made to the carrying value.

The table below presents the carrying values of the net assets of the disposal group as of June 30, 2022:
(in thousands of U.S. dollars)June 30, 2022
Assets held for sale$21,591 
Liabilities held for sale(12,850)
Net assets held for sale$8,741 


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 six months ended June 30, 2022 and the year ended December 31, 2021.
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Opening balance
$7,978,396 $6,321,918 
Acquisitions(1)
1,462,897 1,835,235 
Capital expenditures
157,779 198,602 
Fair value adjustments(2)
695,407 990,575 
Dispositions(3)
(31,055)(1,367,934)
Balance, end of period$10,263,424 $7,978,396 
(1) The total purchase price includes $1,651 (2021 - $2,720) of capitalized transaction costs in relation to the acquisitions.
(2) Fair value adjustments include realized fair value gains of $2,343 for the six months ended June 30, 2022 and realized fair value gains of $409 for the year ended December 31, 2021 on the single-family rental properties.
(3) Dispositions for the year ended December 31, 2021 reflect the deconsolidation of the $1,333,406 U.S. multi-family rental portfolio on March 31, 2021.

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

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






Single-family rental homes

Valuation methodology

The fair value of single-family rental homes is typically determined primarily by using the Home Price Index (“HPI”) methodology and periodically Broker Price Opinions (“BPOs”), as applicable. In addition, homes that were purchased in the last three to six months (or properties 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 average standard in their respective areas. The Company typically obtains a BPO when a home is included in a new debt facility.

The HPI methodology is used to update the value, on a quarterly basis, of single-family rental homes that were most recently valued using a BPO as well as single-family rental homes held for more than six months following initial acquisition. The HPI is calculated based on a repeat-sales model using large real estate information databases compiled from public records. The Company uses a weighted twelve-month trailing average HPI change to update the value of its single-family rental homes, with a heavier weight applied to more recent data to incorporate prevailing market conditions. 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.

The Company performed a valuation at May 31, 2022 for rental homes acquired prior to April 1, 2022, according to its valuation policy and based on the best information available. HPI growth continued across all markets during the quarter (5.6% net of capital expenditures compared to 5.2% in the same period in the prior year). There were 2,484 homes valued using the BPO method during the quarter. The combination of the HPI and BPO methodologies resulted in a fair value gain of $395,835 and $695,407 for the three and six months ended June 30, 2022, respectively (2021 - $254,312 and $366,614). Management has assessed the impact of any market changes that occurred subsequent to the date of the valuation and has determined that there were no material changes to the values as at June 30, 2022.

Sensitivity

The weighted average of the quarterly HPI change was 5.6% (2021 - 5.2%). If the change in the quarterly HPI increased or decreased by 0.5%, the impact on the single-family rental property balance at June 30, 2022 would be $36,938 and ($36,938), respectively (2021 - $23,582 and ($23,582)).

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

The Company’s equity-accounted investments in multi-family rental properties include a joint venture arrangement that operates 23 properties in the U.S. Sun Belt markets, effective as of March 31, 2021, as well as an investment in associate ("592 Sherbourne LP", operating as "The Selby"), a multi-family rental property in Toronto, over which it has significant influence.

These arrangements are accounted for under the equity method.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






The following table presents the change in the balance of equity-accounted investments in multi-family rental properties for the six months ended June 30, 2022 and the year ended December 31, 2021.
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Opening balance$199,285 $19,913 
Initial recognition of equity-accounted investment in U.S. multi-family rental properties
— 107,895 
Advances— 453 
Distributions(2,181)(4,428)
Income from equity-accounted investments in multi-family rental properties35,942 75,333 
Translation adjustment(342)119 
Balance, end of period$232,704 $199,285 

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 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 six months ended June 30, 2022 and the year ended December 31, 2021.
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Opening balance$98,675 $74,955 
Advances(1)
11,022 30,089 
Distributions(2)
(10,443)(14,772)
(Loss) income from equity-accounted investments in Canadian residential developments(113)8,200 
Translation adjustment(1,620)203 
Balance, end of period$97,521 $98,675 
(1) On February 22, 2022, the Company entered into a new joint venture investment, Symington LP. As at June 30, 2022, Tricon's share of the net assets of Symington LP was $1,239 and no income was earned by the joint venture during the six months ended June 30, 2022.
(2) On April 12, 2022, the Company divested two-thirds of its original 30% equity ownership interest in Queen & Ontario to its institutional partner.

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 six months ended June 30, 2022 and the year ended December 31, 2021.
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Opening balance$133,250 $110,018 
Development expenditures7,064 12,748 
Fair value adjustments874 10,098 
Translation adjustment(2,268)386 
Balance, end of period$138,920 $133,250 

The Company earned $372 and $668 of commercial rental income from The Shops of Summerhill for the three and six months ended June 30, 2022, respectively (2021 - $330 and $535), which is classified as other income.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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.

The following table presents the changes in the investments in U.S. residential developments for the six months ended June 30, 2022 and the year ended December 31, 2021.
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Opening balance$143,153 $164,842 
Advances
3,147 6,706 
Distributions(25,850)(55,744)
Derecognition of investment in U.S. residential developments
— (4,377)
Income from investments in U.S. residential developments(1)
7,307 31,726 
Balance, end of period(2)
$127,757 $143,153 
Internal debt instruments$1,560 $8,629 
Equity126,197 134,524 
Total investments in U.S. residential developments$127,757 $143,153 
(1) There were no realized gains or losses included in the income from investments in U.S. residential developments for the six months ended June 30, 2022 (2021 - nil).
(2) On June 13, 2022, the Company formed and entered into a new Investment Vehicle, THPAS Development JV-2 LLC. As at June 30, 2022, Tricon's share of the net assets of THPAS Development JV-2 LLC was nil and no income was earned during the six months ended June 30, 2022.

Valuation methodology

The investments are measured at fair value 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.

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):
June 30, 2022December 31, 2021
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%
15.9%
8.0 - 20.0%
16.6%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.
1 - 10 years
6.0 years
1 - 9 years
6.1 years
(1) Generally, an increase in future cash flow will result in an increase in the fair value of debt instruments and fund equity investments. An increase in the discount rate will result in a decrease in the fair value of debt instruments and 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

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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 $9,268 and a decrease of 2.5% in the discount rate results in an increase in fair value of $10,653 (December 31, 2021 - ($10,647) and $11,935, 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 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:
June 30, 2022December 31, 2021
(in thousands of U.S. dollars)Level 1Level 2Level 3Level 1Level 2Level 3
Assets
Rental properties (Note 4)
$— $— $10,263,424 $— $— $7,978,396 
Canadian development properties (Note 7)
— — 138,920 — — 133,250 
Investments in U.S. residential developments (Note 8)
— — 127,757 — — 143,153 
Derivative financial instruments (Note 15)
— 4,003 — — 363 — 
$ $4,003 $10,530,101 $ $363 $8,254,799 
Liabilities
Derivative financial instruments (Note 15)
$— $103,481 $— $— $230,305 $— 
Limited partners' interests in single-family rental business
— — 1,484,402 — — 947,452 
$ $103,481 $1,484,402 $ $230,305 $947,452 

There have been no transfers between levels for the six months ended June 30, 2022.
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)







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.

10.    INCOME TAXES

For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Income tax (expense) recovery - current$(1,104)$(16)$(1,566)$44,457 
Income tax expense - deferred(63,604)(47,104)(111,491)(114,231)
Income tax expense from continuing operations$(64,708)$(47,120)$(113,057)$(69,774)
Income tax expense from discontinued operations - current— — $— $(46,502)
Income tax recovery from discontinued operations - deferred— — — 56,164 
Income tax recovery from discontinued operations$ $ $ $9,662 

The expected realization of deferred income tax assets and deferred income tax liabilities is as follows:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Deferred income tax assets
Deferred income tax assets to be recovered after more than 12 months$115,160 $96,945 
Deferred income tax assets to be recovered within 12 months— — 
Total deferred income tax assets$115,160 $96,945 
Deferred income tax liabilities
Deferred income tax liabilities reversing after more than 12 months$592,699 $461,689 
Deferred income tax liabilities reversing within 12 months— — 
Total deferred income tax liabilities$592,699 $461,689 
Net deferred income tax liabilities$477,539 $364,744 

The movement of the deferred income tax accounts was as follows:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Change in net deferred income tax liabilities
Net deferred income tax liabilities, beginning of period$364,744 $195,627 
Charge to the statement of comprehensive income111,491 178,319 
Charge (credit) to equity972 (9,173)
Other332 (29)
Net deferred income tax liabilities, end of period$477,539 $364,744 

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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, 2021$10,731 $8,658 $10,681 $12,912 $46,997 $6,966 $96,945 
Addition / (Reversal)3,271 (1,134)6,235 (2,609)14,014 (1,562)18,215 
At June 30, 2022$14,002 $7,524 $16,916 $10,303 $61,011 $5,404 $115,160 

(in thousands of U.S. dollars)
Rental propertiesDeferred placement fees Other Total
Deferred income tax liabilities
At December 31, 2021$461,062 $— $627 $461,689 
Addition / (Reversal)131,079 558 (627)131,010 
At June 30, 2022$592,141 $558 $ $592,699 

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 June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Base rent$127,736 $87,589 $241,459 $170,462 
Other revenue(1)(2)
9,997 5,809 18,850 10,379 
Non-lease component17,402 13,606 33,614 25,554 
Total revenue from single-family rental properties(2)
$155,135 $107,004 $293,923 $206,395 
(1) Other revenue includes revenue earned on ancillary services and amenities as well as lease administrative fees.
(2) The comparative periods have been reclassified to conform with the current period presentation. Resident recoveries of $1,083 and $2,000 for the three and six months ended June 30, 2021, respectively, which were previously recorded as a reduction in direct operating expenses, have been reclassified to other revenue from single-family rental properties.

12.    REVENUE FROM PRIVATE FUNDS AND ADVISORY SERVICES

The components of the Company’s 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 June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Asset management fees
$3,075 $3,509 $6,202 $6,107 
Performance fees
8,344 3,881 9,087 4,573 
Development fees
6,156 5,547 12,018 11,011 
Property management fees
2,812 176 5,491 352 
Total revenue from private funds and advisory services
$20,387 $13,113 $32,798 $22,043 


Page 16 of 38


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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






13.    DEBT

The following table presents a summary of the Company's outstanding debt as at June 30, 2022:
June 30, 2022
(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)
October 2022LIBOR+2.00 %0.50 % LIBOR2.50 % LIBOR2.62 % N/A $218,208 $218,208 
SFR JV-HD subscription facility(4)
May 2023SOFR+2.00 %0.15 % SOFRN/A2.56 %one year150,000 115,000 
SFR JV-2 subscription facility(5)
July 2023SOFR+2.00 %0.15 % SOFRN/A2.56 %one year500,000 485,000 
Securitization debt 2017-2(3)
January 20243.68 %N/AN/A3.68 % N/A 354,590 354,590 
SFR JV-HD warehouse credit facility
May 2024LIBOR+1.90 %0.15 % LIBOR2.60 % LIBOR2.52 %one year375,000 273,084 
SFR JV-2 warehouse credit facility(6)
July 2024SOFR+1.99 %0.10 % SOFR3.25 % SOFR2.55 %one year700,000 699,994 
Warehouse credit facility 2022(7)
January 2025SOFR+1.85 %0.15 % SOFR3.25 % SOFR2.40 %one year50,000 — 
Securitization debt 2018-1(3)
May 20253.96 %N/AN/A3.96 % N/A 307,571 307,571 
SFR JV-1 securitization debt 2019-1(3)
March 20263.12 %N/AN/A3.12 % N/A 332,454 332,454 
SFR JV-1 securitization debt 2020-1(3)
July 20262.43 %N/AN/A2.43 % N/A 552,882 552,882 
SFR JV-1 securitization debt 2021-1(3)
July 20262.57 %N/AN/A2.57 % N/A 683,229 683,229 
SFR JV-2 securitization debt 2022-1(3),(8)
April 20274.32 %N/AN/A4.32 %N/A530,387 530,387 
Securitization debt 2020-2(3)
November 20271.94 %N/AN/A1.94 % N/A 431,901 431,901 
Single-family rental properties borrowings
2.88 %5,186,222 4,984,300 
Mortgage(9)
September 20223.67 %N/AN/A3.67 %N/A11,713 11,713 
Construction facility(10)
TBDPrime+1.25 %N/AN/ATBDone year184,069 — 
Canadian development properties borrowings
3.67 %195,782 11,713 
Corporate credit facility(11)
June 2024LIBOR+2.75 %N/AN/A3.45 %N/A500,000 129,000 
Corporate office mortgages
November 20244.25 %N/AN/A4.30 %N/A13,538 13,538 
Corporate borrowings
3.53 %513,538 142,538 
$5,138,551 
Transaction costs (net of amortization)
(41,153)
Debt discount (net of amortization)
(872)
Total debt
2.90 %$5,895,542 $5,096,526 
Current portion of long-term debt(2)
$345,323 
Long-term debt
$4,751,203 
Fixed-rate debt - principal value
3.08 %$3,218,265 
Floating-rate debt - principal value
2.62 %$1,920,286 
(1) The effective interest rate is determined using the average of the applicable reference rates for the six months ended June 30, 2022.
(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 six months ended June 30, 2022
 (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 22,800 single-family rental homes.
(4) On March 23, 2022, SFR JV-HD amended the subscription facility agreement to increase the commitment value to $150,000 and transition to Term Secured Overnight Financing Rate ("SOFR") as the reference rate. The maturity date and extension option of the facility remained unchanged.
(5) On March 9, 2022, SFR JV-2 amended the subscription facility agreement to increase the commitment value to $500,000 and transition to Term SOFR as the reference rate. The maturity date and extension option of the facility remained unchanged.
(6) On March 8, 2022, SFR JV-2 amended the warehouse facility agreement to increase the commitment value to $700,000, transition to Term SOFR as the reference rate and lower the interest rate floor to 0.10% of SOFR. The maturity date and extension option of the facility remained unchanged.
(7) On January 22, 2022, the Company entered into a new warehouse credit facility agreement with a commitment value of $50,000 and a one-year extension option. The Company has not drawn on this facility as at June 30, 2022.
(8) On April 7, 2022, SFR JV-2 closed a new securitization transaction involving the issuance and sale of six classes of fixed-rate pass-through certificates with a face amount of $530,387, a weighted average coupon of 4.32% (including servicing fees) and a term to maturity of five years, secured indirectly by a pool of 2,484 single-family rental homes. The transaction proceeds were used to refinance existing short-term SFR JV-2 debt and net proceeds of $29,900 were returned to SFR JV-2 to fund future acquisitions of rental properties.
(9) The mortgage is secured by The Shops of Summerhill.
(10) The construction facility is secured by the land under development at The James (Scrivener Square). As at June 30, 2022, no draws have been made on the construction facility.
(11) 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 has designated $15,000 to issue letters of credit as security against contingent obligations related to its Canadian multi-family developments. As at June 30, 2022, the letters of credit outstanding totaled $6,684 (C$8,613).


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
2022$218,208 $11,713 $196 $230,117 
2023600,000 — 411 600,411 
2024354,590 — 141,931 496,521 
20251,280,649 — — 1,280,649 
20261,568,565 — — 1,568,565 
2027 and thereafter962,288 — — 962,288 
4,984,300 11,713 142,538 5,138,551 
Transaction costs (net of amortization)(41,153)
Debt discount (net of amortization)(872)
Total debt$5,096,526 

Fair value of debt

Page 18 of 38


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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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 June 30, 2022.
June 30, 2022
(in thousands of U.S. dollars)Fair valueCarrying value
Securitization debt 2017-2$351,234 $354,130 
Securitization debt 2018-1303,756 307,159 
SFR JV-1 securitization debt 2019-1319,400 327,750 
SFR JV-1 securitization debt 2020-1518,089 545,838 
SFR JV-1 securitization debt 2021-1634,515 674,053 
SFR JV-2 securitization debt 2022-1517,839 522,339 
Securitization debt 2020-2388,440 425,894 
Mortgage11,705 11,711 
Corporate office mortgages13,293 13,538 
Total$3,058,271 $3,182,412 

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

14.    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.

During the six months ended June 30, 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 June 30, 2022, the Affiliate has a preferred unit liability of $295,325 (December 31, 2021 - $300,000) and a promissory note receivable from Tricon of $295,325 (December 31, 2021 - $300,000).

During the six months ended June 30, 2022, the Affiliate earned interest income of $8,532 (2021 - $8,625) from the Company and recognized dividends declared of $8,532 (2021 - $8,625).

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 six months ended June 30, 2022 (2021 - 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)June 30, 2022December 31, 2021
Principal amount outstanding$295,325 $300,000 
Less: Discount and transaction costs (net of amortization)(41,124)(43,638)
Due to Affiliate$254,201 $256,362 

The fair value of the Promissory Note was $208,241 as of June 30, 2022 (December 31, 2021 - $283,150). 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.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






15.    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 AffiliateJune 30, 2022December 31, 2021
Risk-free rate (1)
3.13 %1.25 %
Implied volatility (2)
33.62 %25.32 %
Dividend yield (3)
2.29 %1.52 %
(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 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 options(1)
Exchange/prepayment options(2)
Interest rate caps(2)
Total
(in thousands of U.S. dollars)
For the six months ended June 30, 2022
Derivative financial (liabilities) assets, beginning of period$— $(230,305)$363 $(229,942)
Derivative financial instruments exchanged into common shares of the Company— 3,299 — 3,299 
Addition of interest rate caps— — 40 40 
Fair value gain— 123,525 3,600 127,125 
Derivative financial instruments - end of period$ $(103,481)$4,003 $(99,478)
For the year ended December 31, 2021
Derivative financial assets (liabilities), beginning of year$841 $(45,494)$— $(44,653)
Derivative financial instruments converted into common shares of the Company34,398 — — 34,398 
Addition of interest rate caps— — 490 490 
Fair value loss(35,239)(184,811)(127)(220,177)
Derivative financial instruments - end of year$ $(230,305)$363 $(229,942)
(1) The conversion/redemption options represented features of the Company's convertible debentures which were redeemed in full on September 9, 2021.
(2) As at June 30, 2022, the interest rate caps are presented as an asset of $4,003 and the exchange and prepayment features related to Due to Affiliate are presented as a liability of $103,481.

For the six months ended June 30, 2022, there was a fair value gain on the Due to Affiliate of $123,525. The fair value gain on the derivatives was primarily driven by an increase in the risk-free interest rate and a decrease in
Page 20 of 38


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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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.

16.    INTEREST EXPENSE

Interest expense is comprised of the following:
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Term loan
$1,570 $2,344 $3,003 $4,762 
SFR JV-HD subscription facility
858 90 1,384 90 
SFR JV-2 subscription facility
2,947 — 5,131 — 
Securitization debt 2017-2
3,284 3,341 6,590 6,689 
SFR JV-HD warehouse credit facility
1,613 166 2,428 166 
SFR JV-2 warehouse credit facility
3,974 — 7,267 — 
Warehouse credit facility 2022
62 — 108 — 
Securitization debt 2018-1
3,076 3,109 6,169 6,219 
SFR JV-1 securitization debt 2019-1
2,611 2,594 5,222 5,190 
SFR JV-1 securitization debt 2020-1
3,385 3,367 6,770 6,734 
SFR JV-1 securitization debt 2021-1
4,410 — 8,828 — 
Warehouse credit facility(1)
— 153 — 305 
SFR JV-2 securitization debt 2022-1
5,363 — 5,363 — 
Securitization debt 2020-2
2,129 2,151 4,271 4,303 
Securitization debt 2017-1(1)
— 4,142 — 8,289 
SFR JV-1 subscription facility(1)
— 385 — 1,026 
SFR JV-1 warehouse credit facility(1)
— 2,845 — 4,280 
Term loan 2(1)
— 573 — 1,191 
Single-family rental interest expense
35,282 25,260 62,534 49,244 
Mortgage
109 117 218 230 
Canadian development properties interest expense(2)
109 117 218 230 
Corporate credit facility
1,512 734 2,565 1,820 
Corporate office mortgages
112 120 224 235 
Corporate interest expense
1,624 854 2,789 2,055 
Amortization of financing costs
3,139 2,203 5,749 4,251 
Amortization of debt discounts
1,176 1,926 2,332 3,792 
Debentures interest(3)
— 2,477 — 4,928 
Interest on Due to Affiliate
4,246 4,312 8,532 8,625 
Interest on lease obligation
288 247 564 346 
Total interest expense
$45,864 $37,396 $82,718 $73,471 
(1) These facilities were fully repaid in 2021.
(2) Canadian development properties capitalized $437 and $646 of interest for the three and six months ended June 30, 2022, respectively (2021 - $656 and $1,164).
(3) The outstanding balance of convertible debentures was redeemed in full on September 9, 2021.


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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






17.    DIVIDENDS
(in thousands of U.S. dollars, except per share amounts)
Date of declarationRecord datePayment dateCommon shares issued
Dividend amount
per share(1)
Total dividend amount(1)
Dividend reinvestment
plan ("DRIP")(2)
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 
$31,740 $1,951 
March 2, 2021March 31, 2021April 15, 2021193,856,464 $0.056 $10,792 $1,483 
May 11, 2021June 30, 2021July 15, 2021209,618,719 0.056 11,839 1,623 
August 10, 2021September 30, 2021October 15, 2021226,122,875 0.055 12,424 1,161 
November 8, 2021December 31, 2021January 17, 2022272,773,225 0.058 15,821 1,572 
$50,876 $5,839 
(1) Dividends are issued and paid in U.S. dollars. Prior to November 8, 2021, dividends noted above were declared and paid in Canadian dollars in the amount of C$0.07; for reporting purposes, amounts recorded in equity were translated to U.S. dollars using the daily exchange rate on the applicable dividend record date.
(2) Prior to November 8, 2021, dividends reinvested are translated to U.S. dollars using the daily exchange rate on the date common shares are issued.

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 six months ended June 30, 2022, 169,303 common shares were issued under the DRIP (2021 - 304,808) for a total amount of $2,556 (2021 - $2,890).

18.    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 June 30, 2022, there were 273,653,385 common shares issued by the Company (December 31, 2021 - 272,773,225), of which 273,051,643 were outstanding (December 31, 2021 - 272,176,046) and 601,742 were reserved to settle restricted share awards in accordance with the Company's Restricted Share Plan (December 31, 2021 - 597,179) (Note 20).
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






June 30, 2022December 31, 2021
(in thousands of U.S. dollars)Number of shares issued (repurchased)Share capitalNumber of shares issued (repurchased)Share capital
Beginning balance272,176,046 $2,114,783 193,175,802 $1,192,963 
Bought deal offering— — 15,480,725 161,842 
Debentures conversion— — 16,449,980 206,798 
U.S. initial public offering and private placement— — 46,248,746 547,605 
Shares issued under DRIP (1)
169,303 2,556 531,667 5,674 
Stock-based compensation exercised (2)
156,025 601 517,192 2,957 
Preferred units exchanged (Note 14)
554,832 8,015 — — 
Shares repurchased and reserved for restricted share awards (3)
(4,563)(68)(228,066)(3,056)
Ending balance273,051,643 $2,125,887 272,176,046 $2,114,783 
(1) In the first six months of 2022, 169,303 common shares were issued under the DRIP at an average price of $15.10 per share.
(2) In the first six months of 2022, 156,025 common shares were issued upon the exercise of 229,775 vested deferred share units (DSUs) and 8,334 vested stock options.
(3) In the first six months of 2022, 4,563 common shares were reserved at $14.90 per share in accordance with the DRIP with respect to restricted share awards granted in prior years.

19.    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.
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars, except per share amounts which are in U.S. dollars)2022202120222021
Net income from continuing operations$416,860 146,322 $580,317 $188,226 
Non-controlling interest1,025 805 2,135 1,376 
Net income attributable to shareholders of Tricon from continuing operations415,835 145,517 578,182 186,850 
Net loss attributable to shareholders of Tricon from discontinued operations— — — (67,562)
Net income attributable to shareholders of Tricon$415,835 $145,517 $578,182 $119,288 
Weighted average number of common shares outstanding273,038,745 197,562,437 272,785,158 195,472,977 
Adjustments for vested units1,559,843 1,551,398 1,559,843 1,551,398 
Weighted average number of common shares outstanding for basic earnings per share274,598,588 199,113,835 274,345,001 197,024,375 
Basic earnings per share
Continuing operations$1.51 $0.73 $2.11 $0.95 
Discontinued operations— — — (0.34)
Basic earnings per share$1.51 $0.73 $2.11 $0.61 

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 20), restricted shares (Note 18), deferred share units (Note 20) and the preferred units issued by the Affiliate that are exchangeable into the common shares of the Company (Note 14). For the six months ended June 30, 2021, the Company also had convertible debentures outstanding which were potentially dilutive. 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
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






Company’s shares 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 convertible debentures and exchangeable preferred units, the number of dilutive shares is based on the number of common shares into which the elected amount would then be convertible or 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, the conversion of debentures and the exchange of preferred units.

Stock options, restricted shares and deferred share units

For the three months ended June 30, 2022, the Company’s stock compensation plans resulted in 2,570,526 dilutive share units (2021 - 1,628,675), 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 of $12.85 (C$16.31) 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 six months ended June 30, 2022, the Company’s stock compensation plans resulted in 2,673,550 dilutive share units (2021 - 1,561,881), 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 of $14.05 (C$17.80) for the period.

Preferred units issued by the Affiliate

For the three and six months ended June 30, 2022, the impact of exchangeable preferred units of Tricon PIPE LLC (Note 14) 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 six months ended June 30, 2022, the impact of the preferred units was included (2021 - excluded).

(in thousands of U.S. dollars, except per share amounts which are in U.S. dollars)
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars, except per share amounts which are in U.S. dollars)2022202120222021
Net income attributable to shareholders of Tricon from continuing operations$415,835 $145,517 $578,182 $186,850 
Adjustment for preferred units interest expense - net of tax4,581 — 9,168 — 
Fair value gain on derivative financial instruments and other liabilities(154,877)— (123,525)— 
Adjusted net income attributable to shareholders of Tricon from continuing operations265,539 145,517 463,825 186,850 
Net loss attributable to shareholders of Tricon from discontinued operations— — — (67,562)
Adjusted net income attributable to shareholders of Tricon$265,539 $145,517 $463,825 $119,288 
Weighted average number of common shares outstanding274,598,588 199,113,835 274,345,001 197,024,375 
Adjustments for stock compensation2,570,526 1,628,675 2,673,550 1,561,881 
Adjustments for preferred units34,744,118 — 34,911,245 — 
Weighted average number of common shares outstanding for diluted earnings per share311,913,232 200,742,510 311,929,796 198,586,256 
Diluted earnings per share
Continuing operations$0.85 $0.72 $1.49 $0.94 
Discontinued operations(1)
— — — (0.34)
Diluted earnings per share(2)
$0.85 $0.72 $1.49 $0.60 
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(1) For the six months ended June 30, 2021, diluted loss per share from discontinued operations was calculated based on 197,024,375 weighted average number of common shares outstanding. The 1,561,881 units of adjustments for stock compensation were anti-dilutive, as their inclusion would result in a lower diluted loss per share from discontinued operations.
(2) For the three and six months ended June 30, 2021, the Company’s convertible debentures were anti-dilutive, as debentures interest expense and loss on debt extinguishment, net of tax, and the fair value loss on derivative financial instruments would result in increased earnings per share upon conversion. Therefore, in computing the diluted weighted average shares outstanding and the associated earnings per share amounts for the six months ended June 30, 2021, the impact of the convertible debentures was excluded. The convertible debentures were redeemed in full on September 9, 2021.

20.    COMPENSATION EXPENSE

Compensation expense is comprised of the following:
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Salaries and benefits$13,845 $9,750 $27,869 $19,567 
Annual incentive plan ("AIP")4,701 5,326 14,832 11,922 
Long-term incentive plan ("LTIP")(1)
4,191 4,196 8,288 4,803 
Total compensation expense(1)
$22,737 $19,272 $50,989 $36,292 
(1) Comparative figures have been adjusted to conform with the current period presentation (Note 2).

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 June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Cash-based$4,428 $3,250 $11,362 $6,706 
Equity-based273 2,076 3,470 5,216 
Total AIP expense$4,701 $5,326 $14,832 $11,922 

Cash-based AIP expense

For the six months ended June 30, 2022, the Company recognized $11,362 in cash-based AIP expense (2021 - $6,706), of which $10,794 relates to current-year entitlements, and the remainder relates to prior-year adjustments that were paid during 2022.

The following table summarizes the movement in the AIP liability:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Balance, beginning of period$73 $631 
AIP expense11,362 15,922 
Payments(2,771)(16,270)
Translation adjustment129 (210)
Balance, end of period$8,793 $73 

Equity-based AIP expense

For the six months ended June 30, 2022, the Company recognized $3,470 in equity-based AIP expense (2021 - $5,216), of which $1,867 (2021 - $827) relates to current-year entitlements of performance share units (PSUs), deferred share units (DSUs), stock options and restricted shares. The remaining $1,603 (2021 - $4,389) 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.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






Of the total equity-based AIP expense, the Company recognized $316 (2021 - $3,682) in cash-settled AIP expense related to PSUs and $3,154 (2021 - $1,534) in equity-settled AIP expense related to DSUs, stock options and restricted shares.

The following table summarizes the movement in the PSU liability:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Balance, beginning of period$12,064 $6,489 
PSU expense316 10,321 
Payments(7,061)(4,755)
Translation adjustment(1)
Balance, end of period$5,318 $12,064 

Long-term incentive plan
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Cash-based$4,091 $4,102 $7,924 $4,672 
Equity-based100 94 364 131 
Total LTIP expense$4,191 $4,196 $8,288 $4,803 

Cash-based LTIP expense


For the six months ended June 30, 2022, the Company increased its accrual related to cash-component LTIP by $7,924 (2021 - increase of $4,672) 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)June 30, 2022December 31, 2021
Balance, beginning of period$21,431 $11,688 
LTIP expense7,924 13,532 
Payments(4,238)(3,775)
Translation adjustment(228)(14)
Balance, end of period$24,889 $21,431 

Equity-based LTIP expense

For the six months ended June 30, 2022, the Company recorded $364 in equity-based LTIP expense (2021 - $131), which relates to current-year entitlements as well as DSUs and stock options granted in prior years. LTIP expense related to income from THP1 US (a U.S. residential development investment) is paid in DSUs vesting in equal tranches over a three-year period commencing on the anniversary date of each grant, pursuant to the LTIP as amended on May 6, 2019. LTIP DSU awards prior to this LTIP amendment date vested equally over a five-year period commencing on the anniversary of each grant. Compensation expense related to the stock options is recognized on a graded vesting basis.

Stock option plan

For the six months ended June 30, 2022, the Company recorded a stock option expense of $97 (2021 - $125), comprised of $97 of AIP expense (2021 - $115) and no LTIP expense (2021 - $10).

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (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 six months ended June 30, 2022 and the year ended December 31, 2021.
TSXNYSE
For the six months ended June 30, 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 
Exercised(8,334)9.81 — — 
Ending balance - outstanding1,977,229 $10.45 31,764 $14.67 
TSXNYSE
For the year ended December 31, 2021
Number of optionsWeighted average exercise price (CAD)Number of optionsWeighted average exercise price (USD)
Opening balance - outstanding2,241,339 $10.34 — $— 
Granted25,890 18.85 31,764 14.67 
Exercised(281,666)10.37 — — 
Ending balance - outstanding1,985,563 $10.45 31,764 $14.67 

The following table summarizes the stock options outstanding as at June 30, 2022:
June 30, 2022
Grant dateExpiration dateOptions outstandingOptions exercisableExercise price of outstanding options (CAD)Exercise price of outstanding options (USD)
November 14, 2016November 14, 2023550,000 550,000 $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 66,459 11.50 — 
December 15, 2021December 15, 202825,890 — 18.85 — 
December 15, 2021December 15, 202831,764 — — 14.67 
Total2,008,993 1,818,418 $10.45 $14.67 

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)June 30, 2022December 31, 2021
Amounts payable and accrued liabilities(1)
$14,111 $12,137 
Equity - contributed surplus15,983 13,332 
Total AIP$30,094 $25,469 
(1) This balance includes outstanding PSU liability of $5,318 (2021 - $12,064) and cash-based AIP liability of $8,793 (2021 - $73).

LTIP liability and equity components are presented on the balance sheet as follows:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
LTIP - liability$24,889 $21,431 
Equity - contributed surplus6,992 7,914 
Total LTIP$31,881 $29,345 

21.    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
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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 six months ended June 30, 2022 and the year ended December 31, 2021:

(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Balance, beginning of period$48,358 $6,242 
Contributions from equity holders971 — 
Performance fees expense
27,681 42,272 
Payments— (196)
Translation adjustment(109)40 
Balance, end of period$76,901 $48,358 

For the six months ended June 30, 2022, the Company recorded a total of $78,670 (2021 - $38,003) in connection with employment-related costs, including compensation expense (Note 20) and performance fees expense.

22.    SEGMENTED INFORMATION

Inter-segment revenues adjustments

Inter-segment revenues are determined under terms that approximate market value. For the six months ended June 30, 2022, the adjustment to external revenues when determining segmented revenues consists of property management revenues earned from consolidated entities totaling $51,968 (2021 - $29,364), development revenues earned from consolidated entities totaling $767 (2021 - $782) and asset management revenues earned from consolidated entities totaling $5,001 (2021 - $272), 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 six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the three months ended June 30, 2022
Single-Family Rental(1)
Multi-Family Rental(1)
Residential Development (1)
Private Funds and Advisory(1)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$155,135 $ $ $ $ $155,135 
Direct operating expenses (50,739)— — — — (50,739)
Net operating income from single-family rental properties104,396 — — — — 104,396 
Revenue from private funds and advisory services   20,387  20,387 
Income from equity-accounted investments in multi-family rental properties— 18,905 — — — 18,905 
Loss from equity-accounted investments in Canadian residential developments— — (98)— — (98)
Other income— — 372 — — 372 
Income from investments in U.S. residential developments— — 3,002 — — 3,002 
Compensation expense— — — — (22,737)(22,737)
Performance fees expense— — — — (15,117)(15,117)
General and administration expense— — — — (13,905)(13,905)
Transaction costs— — — — (5,482)(5,482)
Interest expense— — — — (45,864)(45,864)
Fair value gain on rental properties— — — — 395,835 395,835 
Fair value gain on Canadian development properties— — — — 874 874 
Fair value gain on derivative financial instruments and other liabilities— — — — 156,487 156,487 
Amortization and depreciation expense— — — — (3,584)(3,584)
Realized and unrealized foreign exchange gain— — — — 100 100 
Net change in fair value of limited partners’ interests in single-family rental business— — — — (112,003)(112,003)
Income tax expense— — — — (64,708)(64,708)
Segment net income from continuing operations$104,396 $18,905 $3,276 $20,387 $269,896 $416,860 
Segment net loss from discontinued operations      
Segment net income$104,396 $18,905 $3,276 $20,387 $269,896 $416,860 
(1) Financial information for each segment is presented on a consolidated basis.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






(in thousands of U.S. dollars)
For the six months ended June 30, 2022
Single-Family Rental(1)
Multi-Family Rental(1)
Residential Development (1)
Private Funds and Advisory(1)
Corporate(1)
Consolidated results
Revenue from single-family rental properties$293,923 $ $ $ $ $293,923 
Direct operating expenses (96,254)— — — — (96,254)
Net operating income from single-family rental properties197,669 — — — — 197,669 
Revenue from private funds and advisory services   32,798  32,798 
Income from equity-accounted investments in multi-family rental properties— 35,942 — — — 35,942 
Loss from equity-accounted investments in Canadian residential developments— — (113)— — (113)
Other income— — 668 — 2,753 3,421 
Income from investments in U.S. residential developments— — 7,307 — — 7,307 
Compensation expense— — — — (50,989)(50,989)
Performance fees expense— — — — (27,681)(27,681)
General and administration expense— — — — (26,780)(26,780)
Transaction costs— — — — (7,701)(7,701)
Interest expense— — — — (82,718)(82,718)
Fair value gain on rental properties— — — — 695,407 695,407 
Fair value gain on Canadian development properties— — — — 874 874 
Fair value gain on derivative financial instruments and other liabilities— — — — 127,125 127,125 
Amortization and depreciation expense— — — — (6,991)(6,991)
Realized and unrealized foreign exchange gain— — — — 39 39 
Net change in fair value of limited partners’ interests in single-family rental business— — — — (204,235)(204,235)
Income tax expense— — — — (113,057)(113,057)
Segment net income from continuing operations$197,669 $35,942 $7,862 $32,798 $306,046 $580,317 
Segment net income from discontinued operations      
Segment net income$197,669 $35,942 $7,862 $32,798 $306,046 $580,317 
(1) Financial information for each segment is presented on a consolidated basis.

23.    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 $555,951 as at June 30, 2022. Transactions and balances between consolidated entities are fully eliminated upon consolidation. Transactions and balances with unconsolidated structured entities are disclosed in Note 14.
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (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 June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Revenue from private funds and advisory services$20,387 $13,113 $32,798 $22,043 
Income from equity-accounted investments in multi-family rental properties18,905 14,272 35,942 13,815 
(Loss) income from equity-accounted investments in Canadian residential developments(98)27 (113)24 
Income from investments in U.S. residential developments3,002 8,251 7,307 14,910 
Performance fees expense(15,117)(981)(27,681)(1,711)
Net income recognized from related parties$27,079 $34,682 $48,253 $49,081 

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)June 30, 2022December 31, 2021
Receivables from related parties included in amounts receivable
Contractual fees and other receivables from investments managed$9,541 $11,906 
Employee relocation housing loan(1)
1,552 1,578 
Loan receivables from portfolio investments1,560 8,629 
Annual incentive plan(2)
30,094 25,469 
Long-term incentive plan(2)
31,881 29,345 
Performance fees liability76,901 48,358 
Dividends payable473 472 
Other payables to related parties included in amounts payable and accrued liabilities136 200 
(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 deemed to be key management personnel of the Company.

The receivables are unsecured and non-interest bearing. There are no provisions recorded against receivables from related parties at June 30, 2022 (December 31, 2021 - nil).

24.    FINANCIAL RISK MANAGEMENT

The Company is exposed to the following risks as a result of holding financial instruments: market risk (i.e., interest rate risk, foreign currency risk and other price risk that may impact the fair value of financial instruments), 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 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.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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 primarily of long-term fixed-rate debt or 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. 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 $3,218,265 in fixed-rate debt and $1,920,286 in variable-rate debt as at June 30, 2022. If interest rates had been 50 basis points higher or lower, with all other variables held constant, interest expense would have increased (decreased) by:
For the six months ended June 3020222021
(in thousands of U.S. dollars)
50 bps increase
50 bps decrease
50 bps increase
50 bps decrease
Interest expense$3,963 $(1,230)$921 $(75)

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 six months ended June 30, 2022
 (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 six months ended June 3020222021
(in thousands of U.S. dollars)
1% increase
1% decrease
1% increase
1% decrease
Assets
Equity-accounted investments in multi-family rental properties$209 $(209)$198 $(198)
Equity-accounted investments in Canadian residential developments980 (980)935 (935)
Canadian development properties1,396 (1,396)1,184 (1,184)
Investments in U.S. residential developments(3)(3)
$2,588 $(2,588)$2,320 $(2,320)
Liabilities
Debt254 (254)466 (466)
$254 $(254)$466 $(466)

Foreign exchange volatility is already embedded in the fair value of derivative financial instruments (Note 15), 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 has no significant concentrations of credit risk and its exposure to credit risk arises primarily through loans and receivables which are due primarily from associates. At June 30, 2022, the Company’s exposure to credit risk arising from its investment in debt instruments was $1,560 (December 31, 2021 – $8,629). Through the equity portion of its investments, the Company is also indirectly exposed to credit risk arising on loans advanced by investees to individual real estate development projects.

Credit risk also 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 June 30, 2022, the Company had rent receivables of $3,602 (December 31, 2021 – $4,510), 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 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.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






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 June 30, 2022 and December 31, 2021, excluding remaining unamortized deferred financing fees and debt discount:
(in thousands of U.S. dollars)
As at June 30, 2022Due on demand
and within the
year
From 1 to 2
years
From 3 to 4
years
From 5 years
and later
Total
Liabilities
Debt(1)
$230,117 $1,096,932 $2,849,214 $962,288 $5,138,551 
Other liabilities
— 9,479 8,889 19,166 37,534 
Limited partners' interests in single-family rental business
— — 769,361 715,041 1,484,402 
Derivative financial instruments
— — — 103,481 103,481 
Due to Affiliate
— — — 295,325 295,325 
Amounts payable and accrued liabilities
130,121 — — — 130,121 
Resident security deposits
65,330 — — — 65,330 
Dividends payable
15,872 — — — 15,872 
Total
$441,440 $1,106,411 $3,627,464 $2,095,301 $7,270,616 
(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, 2021Due on demand
and within the
year
From 1 to 2
years
From 3 to 4
years
From 5 years
and later
Total
Liabilities
Debt(1)
$254,805 $822,163 $2,439,432 $438,251 $3,954,651 
Other liabilities
— 8,538 7,863 18,347 34,748 
Limited partners' interests in single-family rental business
— — 600,572 346,880 947,452 
Derivative financial instruments
— — — 230,305 230,305 
Due to Affiliate
— — — 300,000 300,000 
Amounts payable and accrued liabilities
102,954 — — — 102,954 
Resident security deposits
56,785 — — — 56,785 
Dividends payable
15,821 — — — 15,821 
Total$430,365 $830,701 $3,047,867 $1,333,783 $5,642,716 
(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 six months ended June 30, 2022
 (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 June 30, 2022Within the year From 1 to 2 years From 3 to 4 yearsFrom 5 years and later Total
Principal
Debt(1),(2)
$230,117 $1,096,932 $2,849,214 $962,288 $5,138,551 
Due to Affiliate
— — — 295,325 295,325 
Interest
Debt(1)
138,137 286,801 106,050 3,684 534,672 
Due to Affiliate(3)
8,491 33,962 33,962 138,146 214,561 
Total$376,745 $1,417,695 $2,989,226 $1,399,443 $6,183,109 
(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 the extension options available on all loans.
(3) Reflects the contractual maturity date of September 3, 2032.

The details of the net liabilities are shown below:
(in thousands of U.S. dollars)June 30, 2022December 31, 2021
Cash$146,463 $176,894 
Amounts receivable17,600 41,582 
Prepaid expenses and deposits45,549 32,946 
Assets held for sale8,741 — 
Current assets218,353 251,422 
Amounts payable and accrued liabilities130,121 102,954 
Resident security deposits65,330 56,785 
Dividends payable15,872 15,821 
Current portion of long-term debt345,323 254,805 
Current liabilities556,646 430,365 
Net current liabilities$(338,293)$(178,943)

During the six months ended June 30, 2022, the change in the Company’s liquidity resulted in a working capital deficit of $338,293 (December 31, 2021 - deficit of $178,943). The working capital deficit is primarily due to a term loan with an outstanding balance of $218,208 which is coming due in October 2022, for which the Company is currently in the process of extending the maturity date. The Company has determined that its current financial obligations and working capital deficit are adequately funded from the available borrowing capacity and from operating cash flows. In addition, the Company has set aside cash in separate bank accounts, presented as non-current restricted cash on the consolidated balance sheets, to settle its obligations for resident security deposits.

As of June 30, 2022, the outstanding amount under the corporate credit facility was $129,000 (December 31, 2021 - nil) and $371,000 (December 31, 2021 - $500,000) of the corporate credit facility remained available to the Company. During the six months ended June 30, 2022, the Company received distributions of $38,474 (2021 - $30,088) from its investments.

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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






25.    SUPPLEMENTARY CASH FLOW DETAILS

The details of the adjustments for non-cash items from continuing operations presented in operating activities of the cash flow statement are shown below:
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Fair value gain on rental properties (Note 4)
$(395,835)$(254,312)$(695,407)$(366,614)
Fair value gain on Canadian development properties
(Note 7)
(874)— (874)— 
Fair value (gain) loss on derivative financial instruments and other liabilities (Note 15)
(156,487)41,475 (127,125)78,647 
Income from investments in U.S. residential developments (Note 8)
(3,002)(8,251)(7,307)(14,910)
Income from equity-accounted investments in multi-family rental properties (Note 5)
(18,905)(14,272)(35,942)(13,815)
Loss (income) from equity-accounted investments in Canadian residential developments (Note 6)
98 (27)113 (24)
Amortization and depreciation expense
3,584 2,849 6,991 5,499 
Deferred income taxes (Note 10)
63,604 47,104 111,491 114,231 
Net change in fair value of limited partners’ interests in single-family rental business
112,003 49,246 204,235 75,387 
Amortization of debt discount and financing costs (Note 16)
4,315 4,129 8,081 8,043 
Interest on lease obligation (Note 16)
288 247 564 346 
Long-term incentive plan (Note 20)
4,191 4,196 8,288 4,803 
Annual incentive plan (Note 20)
4,701 5,326 14,832 11,922 
Performance fees expense (Note 21)
15,117 981 27,681 1,711 
Unrealized foreign exchange gain
(2,845)(4,914)(4,484)(4,796)
Adjustments for non-cash items from continuing operations$(370,047)$(126,223)$(488,863)$(99,570)

The following table presents the changes in non-cash working capital items from continuing operations for the periods ended June 30, 2022 and June 30, 2021.
For the three months ended June 30For the six months ended June 30
(in thousands of U.S. dollars)2022202120222021
Amounts receivable(1)
$3,502 $11,061 $2,391 $(4,149)
Prepaid expenses and deposits(1,714)2,703 (12,603)(1,379)
Resident security deposits4,013 1,480 8,545 3,257 
Amounts payable and accrued liabilities(1)
35,658 22,199 40,017 
Deduct non-cash working capital items from discontinued operations— (13,958)— (29,385)
Changes in non-cash working capital items from continuing operations$41,459 $23,485 $38,350 $(31,655)
(1) The movement in non-cash working capital for the three and six months ended June 30, 2022, excludes $21,591 of assets and $12,850 of liabilities classified as held for sale as of June 30, 2022 (Note 3).

26.    SUBSEQUENT EVENTS

SFR securitization transaction

On July 7, 2022, SFR JV-2 closed a new securitization transaction involving the issuance and sale of five classes of fixed-rate pass-through certificates with a face amount of approximately $350,000, a weighted average fixed-rate coupon of 5.47% (including servicing fees) and a term to maturity of six years, secured indirectly by a pool of 1,684
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Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2022
 (in thousands of U.S. dollars, except per share amounts and percentage amounts)






single-family rental homes. The transaction proceeds were primarily used to pay down existing short-term SFR JV-2 debt.

Quarterly dividend

On August 9, 2022, the Board of Directors of the Company declared a dividend of $0.058 per common share in U.S. dollars payable on or after October 15, 2022 to shareholders of record on September 30, 2022.
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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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