Exhibit 99.13

 

 

BSR REAL ESTATE INVESTMENT TRUST

 

Condensed consolidated interim financial statements (In U.S. dollars)

For the three and six months ended June 30, 2025 and June 30, 2024

 

(Unaudited)

 

 

 

 

BSR REAL ESTATE INVESTMENT TRUST

Condensed Consolidated Interim Statements of Financial Position (Unaudited)

 

In thousands of U.S. dollars

      June 30,   December 31, 
   Note  2025   2024 
Assets             
Non-current assets             
Investment properties  8  $1,304,358   $1,746,650 
Right-of-use asset  17   —    33 
Interest rate derivatives  19(d)   1,816    5,706 
Prepayment embedded derivatives  19(e)   567    657 
       1,306,741    1,753,046 
Current assets             
Cash and cash equivalents      21,528    8,726 
Restricted cash  5   4,107    6,339 
Resident and other receivables, net  6   5,444    5,386 
Note receivable      5,227    5,227 
Prepaid expenses and other assets  7   5,578    3,859 
Total assets     $1,348,625   $1,782,583 
              
Liabilities and Unitholders’ Equity             
Non-current liabilities             
Loans and borrowings  10  $630,753   $737,572 
Interest rate derivatives  19(d)   1,533    363 
       632,286    737,935 
Current liabilities             
Accounts payable and other liabilities  9   33,909    51,576 
Interest rate derivatives  19(d)   3    13 
Loans and borrowings  10   29,162    49,951 
Lease liability  17   —    36 
Class B Units  11   67,392    243,712 
Convertible Debentures  12   —    41,764 
Total liabilities     $762,752   $1,124,987 
              
Unitholders’ equity             
Unitholders’ equity  13   585,873    657,596 
Total liabilities and unitholders’ equity     $1,348,625   $1,782,583 

 

See accompanying notes to condensed consolidated interim financial statements.

 

1

 

 

BSR REAL ESTATE INVESTMENT TRUST

Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss (Unaudited)

 

In thousands of U.S. dollars

      Three
months
ended June
  Three
months
ended June
  Six months
ended June
  Six months
ended June
 
   Note  30, 2025  30, 2024  30, 2025  30, 2024 
Revenue:                    
Rental revenue     $29,628  $37,284  $67,923  $74,406 
Other property income      4,069   4,948   9,250   9,809 
   14   33,697   42,232   77,173   84,215 
Expenses (Income):                    
Property operating expenses  15   10,604   12,066   23,211   24,026 
Real estate taxes      (1,108)  (2,267)  28,151   26,128 
General and administrative expenses      2,717   2,503   5,261   5,010 
Fair value adjustment to investment properties  8   2,856   30,683   2,930   69,401 
Fair value adjustment to investment properties (IFRIC 21)      6,351   8,327   (16,069)  (13,884)
Finance costs from operations  16   8,758   11,425   20,331   23,001 
Finance income from interest rate derivatives and note receivable      (2,778)  (3,963)  (5,334)  (7,858)
Costs of disposition of investment properties      6,294   —   11,475   — 
Distributions on Class B Units  16   1,427   2,617   4,249   5,243 
Depreciation of right-of-use asset  17   —   34   33   67 
Fair value adjustment to derivatives and other financial liabilities  16   21,028   19,729   66,300   (6,424)
Fair value adjustment to unit-based compensation  24   27   283   (38)  281 
       56,176   81,437   140,500   124,991 
Net loss and comprehensive loss     $(22,479) $(39,205) $(63,327) $(40,776)

 

See accompanying notes to condensed consolidated interim financial statements.

 

2

 

 

BSR REAL ESTATE INVESTMENT TRUST

Condensed Consolidated Interim Statements of Changes in Unitholders’ Equity (Unaudited)

 

In thousands of U.S. dollars

   Units   Distributions   Cumulative net
income
  

Total
Unitholders’
Equity 

 
Balance, as of January 1, 2024  $373,693   $(78,320)  $417,028   $712,401 
Net loss and comprehensive loss   —    —    (40,776)   (40,776)
Units issued, net of issuance costs (Note 13)   2,744    —    —    2,744 
Units forfeited   —    —    49    49 
Distributions   —    (8,629)   —    (8,629)
Balance, as of June 30, 2024  $376,437   $(86,949)  $376,301   $665,789 
                     
Balance, as of January 1, 2025  $376,959   $(96,198)  $376,835   $657,596 
Net loss and comprehensive loss   —    —    (63,327)   (63,327)
Units issued, net of issuance costs (Note 13)   989    —    —    989 
Distributions   —    (9,385)   —    (9,385)
Balance, as of June 30, 2025  $377,948   $(105,583)  $313,508   $585,873 

 

See accompanying notes to condensed consolidated interim financial statements.

 

3

 

 

BSR REAL ESTATE INVESTMENT TRUST

Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

 

In thousands of U.S. dollars

   Note 

Six months
ended June 30,
2025

  

Six months
ended June 30,
2024

 
Operating activities             
Net loss     $(63,327)  $(40,776)
Adjustments for:             
Fair value adjustment to investment properties  8   2,930    69,401 
Fair value adjustment to derivatives and other financial liabilities  16   66,300    (6,424)
Fair value adjustment to unit-based compensation  24   (38)   281 
Depreciation of right-of-use asset  17   33    67 
Unit-based compensation  24   1,133    1,170 
Finance costs from operations  16   20,331    23,001 
Finance income from interest rate derivatives and note receivable      (5,334)   (7,858)
Costs of disposition of investment properties  4   11,475    — 
Accrued distributions on Class B Units  16   4,249    5,243 
Change in non-cash operating assets and liabilities  23   (15,924)   (23,549)
Cash provided by operating activities      21,828    20,556 
              
Investing activities             
Acquisition of investment properties  4(a), 8   (202,145)   — 
Net proceeds from sale of investment properties  4(b), 8   395,163    — 
Additions to investment properties  8   (5,831)   (11,769)
Restricted cash withdrawals, net of deposits  5   2,204    2,233 
Cash provided by (used in) investing activities      189,391    (9,536)
              
Financing activities             
Proceeds from issuance of loans and borrowings  10   220,600    23,046 
Principal payments of loans and borrowings  10   (347,507)   (3,913)
Payment of mortgage financing costs  10   (1,634)   — 
Principal payments of lease liability  17   (36)   (69)
Redemption of Class B Units in exchange for cash  11   (52)   (18)
Distributions paid to Class B Unitholders  11   (4,950)   (5,245)
Distributions paid to Unitholders      (9,389)   (8,627)
Interest paid      (19,422)   (18,244)
Interest received from interest rate derivatives and note receivable      5,472    7,647 
Cash received from interest rate swaption  19(d)   —    98 
Redemption of Convertible Debentures  12   (41,499)   — 
Cash used in financing activities      (198,417)   (5,325)
              
Increase in cash and cash equivalents during the period      12,802    5,695 
Cash and cash equivalents, beginning of period      8,726    6,734 
Cash and cash equivalents, end of period     $21,528   $12,429 

 

See accompanying notes to condensed consolidated interim financial statements.

 

4

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

(1)Description of the entity

 

BSR Real Estate Investment Trust (the “REIT”) is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust of the REIT dated January 9, 2018 (the “Declaration of Trust”), under the laws of the Province of Ontario. The REIT’s Declaration of Trust was amended and restated on May 11, 2022. The principal business of the REIT is to acquire and operate multi-family residential rental properties across the United States.

 

As of June 30, 2025, the REIT owns 25 multifamily garden-style residential properties located across three bordering states in the Sunbelt region of the United States, which stretches across the South Atlantic and Southwest portions of the United States. The REIT currently operates in Arkansas, Texas and Oklahoma. The registered office of the REIT is at 333 Bay Street, Suite 3400, Toronto, Ontario.

 

(2)Basis of preparation

 

(a)Statement of compliance

 

The condensed consolidated interim financial statements of the REIT have been prepared by management in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”). These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Trustees on August 6, 2025.

 

(b)Basis of measurement

 

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for investment properties, derivative financial instruments, unit-based compensation and the Class B Units (defined below), which have been measured at fair value. The condensed consolidated interim financial statements are presented in U.S. dollars, which is the REIT’s functional currency.

 

The REIT owns, manages and operates multifamily properties located in the United States as noted above. Management, when measuring the REIT’s performance, does not distinguish or group its operations on a geographical or any other basis. Accordingly, the REIT has a single reportable segment for disclosure purposes in accordance with IFRS Accounting Standards.

 

(3)Material accounting policy information

 

The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the annual financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards. These condensed consolidated interim financial statements follow the same accounting policies as described in the annual financial statements for the year ended December 31, 2024.

 

(4)Asset acquisitions and dispositions

 

(a)Asset acquisitions

 

Acquisition contractual purchase price noted below is subject to working capital adjustments and closing costs.

 

On January 9, 2025, the REIT acquired Venue Craig Ranch, a 277-unit garden-style community in McKinney, TX (Dallas Metropolitan Service Area (“MSA”)) for $61,042. The REIT funded the transaction using the Credit Facility (defined below) availability.

 

On May 14, 2025, the REIT acquired Forayna Vintage Park, a 350-unit apartment community in Houston, TX and Botanic Luxury Living, a 288-unit apartment community in Spring, TX (Houston MSA) for $141,000. The REIT funded the transaction using the Credit Facility, a mortgage note and available cash.

 

(b)Asset dispositions

 

All disposition contractual sale prices noted below are presented prior to working capital adjustments and selling costs. Unless otherwise noted, existing loans and borrowing were not assumed by the purchasers.

 

5

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

On March 24, 2025, the REIT sold Bluff Creek, a 316-unit apartment community located in the Oklahoma City, OK MSA for $28,300, directly for cash.

 

On March 31, 2025, the REIT sold three properties (Cielo I, Cielo II and Retreat at Wolf Ranch) comprising 857 apartment units located in Austin, TX MSA for a contractual purchase price of $187,000 (the “Direct Asset Sale Transaction”). In connection with this sale, BSR retained $109,400 of secured Fannie Mae mortgage indebtedness with an interest rate of approximately 2.7%, which was previously secured by the three assets included in the Direct Asset Sale Transaction.

 

On April 30, 2025, the REIT sold six properties through BSR Trust (Auberry at Twin Creeks, Aura Benbrook, Lakeway Castle Hills, Satori Frisco, Vale Frisco and Wimberly) comprising 1,844 apartment units located in Dallas, TX MSA valued at $431,500 in the aggregate (the “Contribution Transaction”). Under the Contribution Transaction, BSR Trust received cash proceeds of $193,000 as well as the cancellation of 15,000,000 (approximately 75%) of the Class B Units (which were concurrently exchanged for equity of new units of the purchaser). In connection with the Contribution Transaction, the contractual rights held by a subset of legacy holders of Class B Units, including consent rights over certain fundamental sale transactions, were eliminated.

 

(5)Restricted cash

 

   June 30,   December 31, 
   2025   2024 
Tenant security deposits  $223   $251 
Replacement reserve   701    802 
Lender escrow deposits   3,183    5,286 
Restricted cash  $4,107   $6,339 

 

(6)Resident and other receivables, net

 

   June 30,   December 31, 
   2025   2024 
Resident receivables, net  $205   $96 
Utility reimbursements and other receivables   5,239    5,290 
Resident and other receivables, net  $5,444   $5,386 

 

(7)Prepaid expenses and other assets

 

   June 30,   December 31, 
   2025   2024 
Prepaid insurance  $3,579   $1,499 
Other assets   1,999    2,360 
Prepaid expenses and other assets  $5,578   $3,859 

 

6

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

(8)Investment properties

 

A reconciliation of the carrying value for investment properties is set out below:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Investment properties in use, beginning of period  $1,746,650   $1,742,974 
Property acquisitions   202,496    — 
Property dispositions   (646,800)   — 
Additions to investment properties in use   4,942    6,874 
Change in fair value of investment properties   (2,930)   (69,401)
    1,304,358    1,680,447 
IFRIC 21 fair value adjustment   11,659    13,884 
IFRIC 21 real estate tax liability adjustment   (11,659)   (13,884)
Investment properties in use, end of period   1,304,358    1,680,447 
           
Investment property under development, beginning of period   —    39,987 
Additions to investment property under development   —    14,014 
Investment property under development, end of period   —    54,001 
           
Investment properties, end of period  $1,304,358   $1,734,448 

 

The REIT uses an internal valuation process to value the investment properties as of June 30, 2025. The REIT engages third party appraisers to prepare valuations on a portion of the portfolio annually, such that the entire portfolio is appraised at least once every three years. As part of management’s internal valuation program, the REIT considers external valuations performed by independent national real estate valuation firms for a cross-section of properties that represent different geographical locations across the REIT’s portfolio and updates, as deemed necessary, the valuation models to reflect current market data.

 

The estimated fair value of each investment property was determined using the direct capitalization income method. The stabilized future cash flows are divided by an overall capitalization rate. The capitalization rates were derived in part from a combination of third-party information and the observation of industry trends (Level 3 inputs). Assumptions used to derive capitalization rates include property age, amenities, renovations, geographic region, capital expenditures assumptions and location.

 

A significant increase (decrease) in stabilized future cash flows in isolation would result in a significantly higher (lower) fair value. A significant increase (decrease) in capitalization rate estimates in isolation would result in significantly lower (higher) fair value. Generally, a change in estimated rents is accompanied by a directionally similar change in the rent growth per annum assumption and an opposite change in future vacancy rate estimates.

 

The following table summarizes the significant unobservable inputs used in the valuation of the REIT’s properties in use:

 

   June 30,   December 31, 
   2025   2024 
Capitalization rates        
High  7.5%   7.4% 
Low  4.8%   4.6% 
Weighted average  5.2%   5.2% 

 

The estimated fair values of investment properties are most sensitive to changes in capitalization rates and stabilized future cash flows.

 

7

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The following table summarizes the potential impact of increases or decreases in these assumptions.

 

   Change in weighted average capitalization rate assumption 
   Increase of  Increase of     Decrease of  Decrease of 
   0.50%  0.25%  No change  0.25%  0.50% 
Change in stabilized future cash flows assumption              
Decrease of 1.0%  $(126,698) $(72,487) $(13,044) $52,427  $124,892 
No change  $(114,803) $(60,044) $—  $66,132  $139,329 
Increase of 1.0%  $(102,907) $(47,601) $13,044  $79,837  $153,766 

 

In July 2022, the REIT entered into an agreement to jointly develop Aura 35Fifty in the Austin, TX MSA. Construction was completed in December 2024 with no subsequent development costs incurred. During the six months ended June 30, 2024, the REIT capitalized $399 of borrowing costs related to its initial cash contribution to the project at an average interest rate of 3.6%. Additionally, during the six months ended June 30, 2024, the REIT capitalized $840 of borrowing costs directly related to the construction loan for the project at an average interest rate of 7.9%.

 

(9)Accounts payable and other liabilities

 

   June 30,   December 31, 
   2025   2024 
Trade payables  $768   $829 
Accrued capital expenditures   289    1,178 
Accrued property tax liabilities   12,920    27,290 
Accrued and other liabilities   12,197    12,622 
Distributions payable   1,806    2,499 
Interest payable on loans and borrowings   2,773    2,275 
Interest payable on Convertible Debentures   —    522 
Tenant security deposits   1,919    2,614 
Rent received in advance   1,237    1,747 
Accounts payable and other liabilities  $33,909   $51,576 

 

(10)Loans and borrowings

 

   June 30,   December 31, 
   2025   2024 
Fixed or economically hedged to fixed rate mortgage notes payable  $408,123   $496,026 
Net unamortized discount on mortgage notes payable   (433)   (461)
Net unamortized deferred financing costs   (3,950)   (3,221)
Credit Facility   256,175    295,179 
Total loans and borrowings   659,915    787,523 
Less: current portion of loans and borrowings   (29,162)   (49,951)
Non-current loans and borrowings  $630,753   $737,572 

 

Mortgage notes

 

The REIT’s weighted average contractual interest rate on mortgage notes as of June 30, 2025 and December 31, 2024 was approximately 3.5%, which excludes the finance cost impact related to the amortization of discounts on mortgage notes and the amortization of deferred financing costs. With the inclusion of these items, the REIT’s weighted average effective interest rate on mortgage notes as of June 30, 2025 and December 31, 2024 was approximately 3.6% and 3.5%, respectively. Mortgage notes as of June 30, 2025 mature at various dates from 2026 through 2056.

 

8

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The REIT often utilizes mortgage notes and/or the Credit Facility (discussed below) to assist in the acquisition of a property. Conversely, when the REIT disposes of a property, any directly related mortgage or encumbrance at the time of sale will be repaid. The table above presents the total loans and borrowings balances as of each period end and movements for the comparative periods are presented in the total loans and borrowings table below which presents the cash flows and non-cash changes and captures any such movements for each period.

 

The mortgage notes are subject to certain financial and non-financial covenants that are required to be observed or performed to remain in good standing with the respective mortgage agreements. Failure to comply with any or all of the covenants could impact the timing of maturity of the mortgage notes which could negatively impact the REIT. Breaches of these covenants could include, but are not limited to, failure to comply with all laws and regulations, inappropriate uses of mortgaged properties, failure to comply with certain inspections, failure to provide timely books and records, failure to comply with debt service coverage ratios and other covenants required as part of the mortgage agreements. Breach of any of these conditions could result in a material impact to the REIT’s financial position as the mortgage notes could be reclassified as current liabilities as the entire principal outstanding would become due immediately upon breach. In the event of a breach of a portion or all of the mortgage notes, up to $408,123 in outstanding principal on the notes as of June 30, 2025, could come due in less than 12 months and subsequently classified as current liabilities on the balance sheet. As of June 30, 2025, the REIT is compliant with all covenants and there are no facts or circumstances that indicate the REIT may have difficulty complying with the covenants within 12 months of the reporting period.

 

Credit Facility

 

The REIT maintains a revolving credit facility (the “Credit Facility”) which matures on September 30, 2026, with a maximum revolving credit availability of $500,000, of which $317,142 was available as of June 30, 2025. The Credit Facility is secured by ten borrowing base properties. The Credit Facility currently bears interest at an Adjusted Term Secured Overnight Financing Rate (“SOFR”), as defined in the Credit Facility, plus 1.45% to 1.90% based on meeting certain leverage ratios as defined in the Credit Facility. Alternatively, the REIT has the ability to borrow using base rate loans at a rate equal to 0.45% to 0.90% plus the greatest of the bank’s prime rate, the Federal Funds Rate plus 0.5%, or the term SOFR rate, plus 1.0%. As of June 30, 2025 and December 31, 2024, the balance outstanding on the Credit Facility was $256,175 and $295,179, respectively, each at a variable interest rate of 6.0%.

 

The Credit Facility is subject to, and must remain compliant with, certain material financial and non-financial covenants that are required to be observed or performed to remain in good standing with the credit agreement. Failure to comply with any or all of the covenants could impact the timing of the maturity of the Credit Facility which could negatively impact the REIT. Breaches of these covenants could include, but are not limited to, failure to maintain the appropriate leverage ratio, failure to properly maintain the minimum consolidated fixed charge coverage ratio, failure to maintain the minimum consolidated tangible net worth, exceeding distribution limits, and other covenants required as part of the agreement. Breach of any of these conditions could result in a material impact to the REIT’s financial position as the Credit Facility could be reclassified as a current liability as the entire principal outstanding would become due immediately upon breach. In the event of a breach of the Credit Facility, the $256,175 in outstanding principal as of June 30, 2025, could come due in less than 12 months and subsequently classified as a current liability on the balance sheet. As of June 30, 2025, the REIT is compliant with all covenants and there are no facts or circumstances that indicate the REIT may have difficulty complying with the covenants within 12 months of the reporting period.

 

Interest rate derivatives

 

The REIT uses interest rate derivatives, consisting of interest rate swaps and swaptions, to manage interest rate exposure with respect to the Credit Facility, as well as other variable rate mortgage notes payable. The REIT seeks to largely align the interest rate derivative positions to the respective periods of the variable rate debt in place.

 

The REIT has entered into eight receive variable / pay fixed interest rate derivatives based on various USD – SOFR Chicago Mercantile Exchange (“CME”) terms with an aggregate notional value of $623,010, which includes the REIT’s 2.88% $150,000 notional value interest rate swap, which begins on July 1, 2025 (note 19(d)).

 

9

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

Total loans and borrowings

 

Scheduled maturities of principal and interest on all outstanding loans and borrowings as of June 30, 2025, which excludes the impact of the aforementioned interest rate derivatives, are in the table below. Contractual interest for variable rate loans and borrowings is calculated using the respective actual contractual interest rates as of June 30, 2025.

 

    Principal   Balloon payment   Contractual
Interest
   Total payments 
2025   $834   $—   $16,293   $17,127 
2026    987    443,940    27,330    472,257 
2027    870    —    7,165    8,035 
2028    901    118,690    5,567    125,158 
2029    934    26,900    2,595    30,429 
Thereafter    34,492    35,750    16,901    87,143 
    $39,018   $625,280   $75,851   $740,149 

 

The following schedule presents the cash flows and non-cash changes within total loans and borrowings:

 

  

Six months
ended June 30,
2025

  

Six months
ended June 30,
2024

 
Loans and borrowings, beginning of period  $787,523   $773,251 
Cash flows          
Proceeds from issuance of loans and borrowings   220,600    23,046 
Principal payments of loans and borrowings   (347,507)   (3,913)
Payment of mortgage financing costs   (1,634)   — 
    (128,541)   19,133 
Non-cash changes          
Amortization of deferred financing costs   907    812 
Amortization of net discount on mortgage notes payable   26    24 
    933    836 
Loans and borrowings, end of period  $659,915   $793,220 

 

(11)Class B Units of BSR Trust, LLC (“Class B Units”)

 

Generally, the Class B Units are economically equivalent to Units and are entitled to receive distributions equal to those provided to holders of Units. The Class B Units are non-voting and do not give enhanced economic or voting power relative to holders of Units. Accordingly, the Class B Units do not create a dual-class voting structure of the REIT. These Class B Units have been classified as a liability in accordance with IAS 32, Financial Instruments: Presentation (“IAS 32”). The Class B Units are redeemable by the holders for cash or Units (on a one-for-one basis subject to customary anti-dilution adjustments), as determined by BSR in its sole discretion.

 

On February 28, 2025, the REIT settled the remaining joint interest of the developer in Aura 35Fifty with the issuance of 128,053 Class B Units.

 

Class B Units are measured at fair value with any changes in fair value recorded in profit or loss. The fair value adjustments of Class B Units are calculated using the REIT’s Unit closing price as of the end of the reporting period. An increase in the REIT’s Unit closing price over the period results in a fair value loss whereas a decrease in the REIT’s Unit closing price over the period results in a fair value gain.

 

Under IFRS 13, Fair Value Measurement, if an asset or a liability measured at fair value has a bid price and an ask price, the price within the bid-ask spread that is the most representative of fair value in the circumstances shall be used to measure fair value. The REIT has recorded Class B units at their fair value, which has been assessed to equal the closing market price of the Units at each valuation date (Level 2).

 

In connection with the Contribution Transaction, 15,000,000 Class B Units were remeasured at the contractual exchange price of $15.90 per Class B Unit. Upon the closing of the Contribution Transaction on April 30, 2025, the participating Class B Unitholders ultimately exchanged 15,000,000 Class B Units for new units of the purchaser. The REIT subsequently cancelled 15,000,000 Class B Units, resulting in a $238,500 decrease in the Class B Units upon their cancellation.

 

10

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The following table presents the outstanding units and the change in fair value of the Class B Units:

 

   Units   Value 
Class B Units, as of December 31, 2023   20,278,928   $240,711 
Cash changes          

Redemption of Class B Units in exchange for cash 

   (1,500)   (18)
Non-cash changes          
Redemption of Class B Units in exchange for Units   (144,047)   (1,641)
Fair value adjustments   —    2,347 
Class B Units, as of June 30, 2024   20,133,381   $241,399 
           
Class B Units, as of December 31, 2024   20,091,704   $243,712 
Cash changes          

Redemption of Class B Units in exchange for cash 

   (4,009)   (52)
Non-cash changes          
Redemption of Class B Units in exchange for Units   (39,699)   (486)
Issuance of Class B Units   128,053    1,678 
Cancellation of Class B Units   (15,000,000)   (238,500)
Fair value adjustments   —    61,040 
Class B Units, as of June 30, 2025   5,176,049   $67,392 

 

(12)Convertible Debentures

 

On September 3, 2020, the REIT issued $40,000 of 5.0% convertible unsecured subordinated debentures (“Convertible Debentures”). Interest was payable semi-annually on March 31 and September 30 each year until maturity on September 30, 2025, with interest payments commencing on March 31, 2021. On October 5, 2020, the REIT issued an additional $2,500 of Convertible Debentures pursuant to the partial exercise of the over-allotment option granted to a syndicate of underwriters, for aggregate gross proceeds of $42,500.

 

The Convertible Debentures were redeemed for cash on January 3, 2025 (the “Redemption Date”) prior to their maturity on September 30, 2025 (the “Redemption”). The Redemption was affected in accordance with the terms of the trust indenture dated September 3, 2020 between the REIT and TSX Trust Company of Canada.

 

The Convertible Debentures were measured at fair value with any changes in fair value recorded in profit or loss. The fair value adjustments of Convertible Debentures were calculated using the publicly available closing price as of the end of the reporting period (Level 1). An increase in the Convertible Debentures closing price over the period resulted in an increase in the liability and a corresponding fair value loss whereas a decrease in the Convertible Debentures closing price over the period resulted in a decrease in the liability and a corresponding fair value gain.

 

The following table presents the redemption and change in fair value of the Convertible Debentures:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Convertible Debentures, beginning of period  $41,764   $39,676 
Cash changes          
Redemption of Convertible Debentures for cash   (41,499)   — 
Non-cash changes          
Redemption of Convertible Debentures in exchange for Units   (265)   — 
Fair value adjustments   —    626 
Convertible Debentures, end of period  $—   $40,302 

 

11

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

(13)Unitholders’ equity

 

The REIT is authorized to issue an unlimited number of Units. Units are ordinary units of the REIT, each of which represents a unitholders’ proportionate undivided beneficial interest and voting rights in the REIT.

 

On October 4, 2023, the REIT renewed its normal course issuer bid (the “2023 NCIB”) for the 12-month period through October 5, 2024, permitting the REIT to purchase for cancellation up to a maximum of 3,186,336 Units, or approximately 10% of the public float as of September 27, 2023, over the 12-month period commencing October 6, 2023. The REIT concurrently renewed the automatic securities purchase plan (the “2023 ASPP”). The REIT suspended its 2023 ASPP on December 22, 2023. The 2023 NCIB expired on October 5, 2024.

 

On November 7, 2024, the REIT announced the renewal of its normal course issuer bid (the “2024 NCIB”), permitting the REIT to purchase for cancellation up to a maximum of 2,856,430 Units, or approximately 10% of the public float as of October 29, 2024, over the 12-month period commencing November 12, 2024, through to November 11, 2025. The REIT did not purchase or cancel any Units under its renewed 2024 NCIB for the six months ended June 30, 2025.

 

   Units   Value 
Units outstanding, classified as equity, as of December 31, 2023   33,141,180   $373,693 
Issuance of Units for unit-based compensation   68,147    786 
Issuance of Units in exchange for deferred trust units   28,363    317 
Issuance of Units in exchange for Class B Units   185,024    2,163 
Units outstanding, classified as equity, as of December 31, 2024   33,422,714   $376,959 
Issuance of Units for unit-based compensation   19,610    238 
Issuance of Units in exchange for Class B Units   39,699    486 
Issuance of Units in exchange of Convertible Debentures   18,402    265 
Units outstanding, classified as equity, as of June 30, 2025   33,500,425   $377,948 

 

Subsequent to June 30, 2025, the REIT announced a cash distribution of $0.0467 per REIT unit to unitholders of record as of July 31, 2025. This distribution was declared to be paid on August 15, 2025.

 

(14)Revenue

 

Base rent is allocated to lease components based on relative stand-alone selling prices. The stand-alone selling price of the rental component is determined using an adjusted market assessment approach and the stand–alone selling price of the service components is determined using an expected cost plus a margin approach.

 

Revenue from the rental components is recognized on a straight-line basis over the lease term and includes the recovery of property taxes and insurance as well as consideration related to late rent, month-to-month leases and payments for early terminations. Other property income mainly comprises fees associated with moving in or out, such as application fees and cleaning fees, late rental payment fees, renters’ liability insurance, parking fees, utility charges and other fee income from residents under the terms of the lease arrangements. Revenue recognition commences when a resident has the right to use the property and is recognized pursuant to the terms of the lease agreement. Payments are due at the beginning of each month and any payments made in advance of scheduled due dates are deferred as prepaid rents.

 

Revenue related to the service components of the REIT’s leases is accounted for in accordance with IFRS 15, Revenue from Contracts with Customers. These services consist primarily of the recovery of utility, property maintenance and amenity costs and is recognized over time when the services are provided. Payments are due at the beginning of each month and any payments made in advance of scheduled due dates are recorded as contract liabilities included as part of accounts payable and other liabilities.

 

12

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

Revenue from lease components and revenue related to service components is as follows:

 

   Three months  Three months  Six months  Six months 
   ended June 30,  ended June 30,  ended June 30,  ended June 30, 
   2025  2024  2025  2024 
Lease revenue  $28,561  $36,325  $65,891  $72,705 
Revenue from services   5,136   5,907   11,282   11,510 
Total revenue  $33,697  $42,232  $77,173  $84,215 

 

(15)Property operating expenses

 

  

Three months
ended June 30,

2025 

 

Three months
ended June 30,

2024 

 

Six months
ended June 30,

2025 

 

Six months
ended June 30,

2024 

 
Employee wages and benefits  $4,528  $4,880  $9,668  $9,598 
Utility costs   1,900   2,187   4,294   4,511 
Repairs and maintenance expense   1,585   1,806   3,463   3,473 
Other property based costs   2,591   3,193   5,786   6,444 
Property operating expenses  $10,604  $12,066  $23,211  $24,026 

 

(16)Finance costs

 

   Three months  Three months  Six months  Six months 
   ended June  ended June  ended June  ended June 
   30, 2025  30, 2024  30, 2025  30, 2024 
Finance costs from operations                 
Interest expense on loans and borrowings at stated rate  $8,262  $10,492  $19,377  $21,117 
Interest expense on lease liability   —   1   —   4 
Amortization of deferred financing costs   488   400   907   812 
Amortization of net discount on loans and borrowings   8   10   26   24 
Interest expense on Convertible Debentures   —   522   21   1,044 
Finance costs from operations  $8,758  $11,425  $20,331  $23,001 
                  
Fair value adjustment to derivatives and other financial liabilities                 
Fair value adjustment to Class B Units  $19,502  $22,881  $61,040  $2,347 
Fair value adjustment to Convertible Debentures   —   522   —   626 
Fair value adjustment to interest rate derivatives   1,411   (3,491)  5,050   (9,339)
Fair value adjustment to other liabilities   41   —   120   — 
Fair value adjustment to prepayment embedded derivatives   74   (183)  90   (58)
Fair value adjustment to derivatives and other financial liabilities   $ 21,028  $19,729  $66,300  $(6,424)
                  
Finance costs                 
Finance costs from operations  $8,758  $11,425  $20,331  $23,001 
Fair value adjustment to derivatives and other financial liabilities   21,028   19,729   66,300   (6,424)
Distributions on Class B Units   1,427   2,617   4,249   5,243 
Finance costs  $31,213  $33,771  $90,880  $21,820 

  

Finance income from interest rate derivatives and a note receivable are gross of finance costs from operations and are presented separately within the condensed consolidated interim statements of net loss and comprehensive loss.

 

13

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

(17)Leases

 

The REIT leases apartments of multifamily properties to residents under noncancelable operating leases. The leases generally have a term of one year, or less. There were no residents that accounted for more than 10% of the REIT’s total rental revenue for the six months ended June 30, 2025.

 

As of June 30, 2025, the total future contractual minimum rent lease payments (excluding renewal or potential extension periods) expected to be received under noncancelable leases are as follows:

 

   June 30, 
   2025 
1 year  $62,493 
2 years   1,930 
   $64,423 

 

The REIT’s Little Rock, Arkansas headquarters lease required monthly payments of $12 (see note 22) and expired on March 31, 2025. For the three months ended March 31, 2025, the headquarters lease was accounted for as a right-of-use asset with a corresponding lease liability under IFRS 16, Leases. As of June 30, 2025, the REIT continues to make payments month-to-month. For the three and six months ended June 30, 2025, the REIT made lease payments of $36 and $72, respectively, for the headquarters.

 

The following tables present the change in the right-of-use asset and corresponding lease liability for the six months ended June 30, 2025 and June 30, 2024:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Right-of-use asset, as of beginning of period  $33   $167 
Depreciation of right-of use asset   (33)   (67)
Right-of-use asset, as of end of period  $—   $100 

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Lease liability, as of beginning of period  $36   $177 
Principal payments on lease liability   (36)   (69)
Lease liability, as of end of period  $—   $108 

 

The REIT recorded lease expenses of $27 during the six months ended June 30, 2025 for additional low-value leased office equipment ($30 for the six months ended June 30, 2024).

 

(18)Commitments and contingencies

 

The REIT is subject to legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such matters will not have a material adverse effect on these condensed consolidated interim financial statements. As of June 30, 2025, there are no provisions recorded as a result of legal claims.

 

(19)Financial instruments

 

(a)Risk management

 

The REIT’s activities expose it to market risk, credit risk and liquidity risk. Risk management is carried out by management of the REIT.

 

14

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

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 consists of interest rate risk, currency risk and other market price risk. In addition to the interest rate risk of variable rate mortgages, there is interest rate risk associated with the REIT’s fixed rate mortgages due to the expected requirement to refinance such mortgages in the year of maturity. To manage exposure to interest rate risk, the REIT endeavours to manage maturities of fixed rate mortgages and match the nature of the mortgage with the cash flow characteristics of the underlying asset. This risk is also minimized through the REIT’s current strategy of having the majority of its mortgages in fixed term arrangements. As such, the REIT’s cash flows are not significantly impacted by a change in market interest rates, in connection with the REIT’s mortgage portfolio.

 

As of June 30, 2025, the REIT’s debt was 100% fixed or economically hedged to fixed rates, excluding net unamortized discounts on mortgages payable and net unamortized deferred financing costs.

 

Management manages a portion of its variable-rate mortgages and the variable-rate Credit Facility using interest rate derivatives that alter its exposure to the impact of changing interest rates. The interest rate derivatives are not designated as hedging instruments and as a result, the changes in fair value are recognized in net loss as an adjustment to finance costs in the condensed consolidated interim statement of net loss and comprehensive loss. The REIT seeks to largely align the interest rate derivatives positions to the respective periods of the variable rate debt in place.

 

As of June 30, 2025, a 100 basis-point change in interest rates, assuming all other variables are constant, would result in a change of $568 in the REIT’s finance costs (net of finance income) over the next 12 months, which includes the impact of interest rate derivatives which are effective as of June 30, 2025.

 

The REIT has no material exposure to currency or other market price risk.

 

The REIT’s assets consist primarily of multifamily properties. Credit risk arises from the possibility that residents in investment properties may not fulfill their lease or contractual obligations. The REIT mitigates its credit risks by attracting residents of sound financial standing and by diversifying its mix of residents. It also monitors resident payment patterns and discusses potential resident issues with property managers on a regular basis.

 

Cash, restricted cash and interest rate derivatives carry minimal credit risk as all funds are maintained with reputable financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

 

Liquidity risk is the risk that the REIT will encounter difficulty in meeting obligations associated with the maturity of financial obligations. The REIT’s liquidity is subject to macroeconomic, financial, competitive and other factors that are beyond the REIT’s control.

 

Liquidity risk is managed through cash flow forecasting. Management monitors forecasts of the REIT’s liquidity requirements to ensure it has sufficient cash to meet operational needs through maintaining sufficient cash and/or availability on the undrawn Credit Facility and ensuring that it meets its financial covenants related to debt agreements. Such forecasting involves judgment, takes into consideration current and projected macroeconomic conditions, the REIT’s cash collection efforts, debt financing plans, and covenant compliance required under the terms of debt agreements. There is a risk that such liquidity forecasts may not be achieved and that currently available debt financing may no longer be available to the REIT at terms and conditions that are favorable to the REIT, or at all.

 

The REIT manages maturities of the fixed rate mortgages and monitors the repayment dates of all loans and borrowings to ensure sufficient capital will be available to cover obligations. As of June 30, 2025, the REIT had a working capital deficit of $88,582, which includes Class B Units of $67,392. The Class B Units are redeemable for cash or Units of the REIT on a one-for-one basis at the option of BSR Trust, LLC.

 

The REIT’s immediate liquidity needs are met through cash-on-hand, cash flow from operations, refinancing of maturing mortgages and availability on its Credit Facility. As of June 30, 2025, the REIT had liquidity of $82,495, consisting of cash and cash equivalents of $21,528 and $60,967 of Credit Facility availability. The REIT can obtain additional liquidity through adding properties to the borrowing base. Management believes that there is sufficient liquidity to meet the REIT’s financial obligations for the foreseeable future.

 

15

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The following table provides information on the carrying balance and the non-discounted contractual cash flows and maturities of financial liabilities with fixed repayment terms, including estimated interest payments:

 

   Carrying
amount
  Contractual
cash flows
  1 year  2 years  3 years  4 years  5 years  More than
5 years
 
Loans and borrowings  $659,915  $664,298  $29,162  $417,030  $10,141  $137,252  $36,701  $34,012 
Interest payable   2,773   75,851   32,117   15,068   7,060   3,457   2,169   15,980 
Interest rate derivatives   1,536   1,536   3   —   —   —   143   1,390 
Capital improvements liability   289   289   289   —   —   —   —   — 
Accounts payable and other liabilities   30,847   30,847   30,847   —   —   —   —   — 
   $695,360  $772,821  $92,418  $432,098  $17,201  $140,709  $39,013  $51,382 

 

(b)Fair value of financial instruments

 

The following information relates to estimated fair values of the REIT’s financial instruments not measured at fair value on the REIT’s condensed consolidated interim statement of financial position:

 

Cash and cash equivalents, restricted cash, resident and other receivables, note receivable, lease liability and accounts payable and other liabilities (excluding interest rate derivatives) are carried at amortized cost, which, due to their short-term nature, approximates fair value.

 

Loans and borrowings are carried at amortized cost. For disclosure purposes in (c) below, the REIT estimates the fair value of loans and borrowings using discounted cash flows based on the observable rates that could be obtained for similar debt instruments with similar terms and maturities (Level 2).

 

There were no transfers of assets between fair value levels during the periods presented herein.

 

(c)Loans and borrowings

 

   June 30,   December 31, 
   2025   2024 
Carrying amount  $659,915   $787,523 
Fair value  $645,819   $761,752 

 

(d)Interest rate derivatives

 

The REIT has entered into eight receive variable / pay fixed interest rate derivatives based on various USD – SOFR CME terms. The interest rate derivatives are not designated as hedges for accounting purposes. The interest rate derivatives are used to manage interest rate exposure over the period of such derivatives. The differential to be paid or received on all interest rate derivatives is accrued as interest rates change and is recognized in finance costs over the life of the respective derivatives. The interest rate derivatives contain no credit risk-related contingent features.

 

16

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The following table is a summary of the REIT’s interest rate derivatives the respective carrying values as of June 30, 2025:

 

   Maturity
date
 

Fixed

rate

  

Forward
swap

effective date

  Counterparty
optional
termination
date
  Notional
amount
   Carrying value
and fair value
 
Interest rate derivatives, as of June 30, 2025              
Raymond James  9/1/2025   5.07%  n/a  n/a  $1,010   $(3)
Bank of Montreal1  8/31/2029   2.16%  n/a  7/3/2025   150,000    — 
Bank of Montreal  7/27/2029   2.09%  n/a  7/3/2026   65,000    939 
Bank of Montreal  7/1/2032   3.48%  n/a  1/2/2026   60,000    (735)
Bank of Montreal  7/1/2032   3.27%  n/a  1/2/2026   105,000    (655)
Bank of Montreal  7/1/2031   2.25%  n/a  2/1/2027   50,000    739 
Bank of Montreal  2/1/2030   3.13%  n/a  2/2/2026   42,000    (143)
Bank of Montreal  7/1/2030   2.88%  7/1/2025  7/1/2027   150,000    138 
                 $623,010   $280 

1 On July 3, 2025, the 2.16% $150,000 interest rate swap was terminated by the counterparty.

 

On April 3, 2025, the REIT entered into a new receive-variable based USD-SOFR CME/pay fixed interest rate swap with a notional value of $150,000 at a fixed rate of 2.88% effective July 1, 2025, and maturing July 1, 2030, subject to the counterparty’s optional early termination date of July 1, 2027.

 

The following table is a summary of the aggregate current and non-current fair value of interest rate derivatives held for the period presented herein:

 

   June 30,   December 31, 
   2025   2024 
Interest rate derivatives          
Assets          
Non-current asset  $1,816   $5,706 
Total assets   1,816    5,706 
           
Liabilities          
Current liabilities   (3)   (13)
Non-current liabilities   (1,533)   (363)
Total liabilities   (1,536)   (376)
           
Interest rate derivatives, end of period  $280   $5,330 

  

The valuation of these instruments was determined using discounted cash flow or mark to market analyses based on the contractual terms of the derivatives, including the period to maturity of each instrument, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values determined are based on significant other observable inputs (Level 2). In addition, the REIT considered its own and the respective counterparties’ risk of non-performance in determining the fair value of its derivative financial instruments by estimating the current and potential future exposure under the derivative financial instruments that both the REIT and the counterparties were at risk for as of the valuation date. This total expected exposure was then discounted using discount factors that contemplate the creditworthiness of the REIT and the counterparties to arrive at a credit charge. This credit charge was then netted against the value of the derivative financial instruments determined using the discounted cash flow analysis described above to arrive at a total estimated fair value of the interest rate derivatives. Changes in fair value are recognized as net change in fair value of interest rate derivatives in the accompanying condensed consolidated interim statement of net loss and comprehensive loss.

 

17

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

The following table summarizes the beginning and ending fair value and the unrealized gain (loss) for the interest rate derivatives for the period presented:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Interest rate derivatives, beginning of period  $5,330   $7,511 
Cash changes          
Cash received for interest rate swap agreements   —    (98)
           
Non-cash changes          
Fair value adjustment to interest rate derivatives   (5,050)   9,339 
Interest rate derivatives, end of period  $280   $16,752 

 

(e)Prepayment embedded derivatives

 

Certain mortgages payable (Note 10) contain prepayment options that represent embedded derivatives that require bifurcation from the host contract. The prepayment options are measured at fair value, with changes in the fair value being recognized as net change in fair value of prepayment embedded derivatives in the condensed consolidated interim statement of net loss and comprehensive loss.

 

The fair value of the prepayment embedded derivatives has been determined using a SOFR based interest rate swap options (“swaptions”) as a proxy. The swaptions were structured to mirror the financial conventions of the respective loans, including payment periods, accrual basis, principal amortization, prepayment dates and prepayment premiums. The swaptions were structured as fixed receiver with a strike rate set on market as of the date of the loan agreement with exercise premiums to match the underlying loans plus a cost of refinancing upon exercise. The resulting swaption price would represent a proxy for the value of the prepayment rights embedded in the underlying loans. The fair values determined are based on significant other observable inputs (Level 2).

 

The following table summarizes the beginning and ending fair value and the unrealized gain (loss) for the prepayment embedded derivatives for each period presented:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Prepayment embedded derivatives, beginning of period  $657   $853 
Non-cash changes          
Fair value adjustment to prepayment embedded derivatives   (90)   58 
Prepayment embedded derivatives, end of period  $567   $911 

 

(20)Capital management

 

The REIT’s policy is to maintain an appropriate capital base to support ongoing operations, maintain creditor and market confidence and sustain future developments of the business. Capital consists of cash and cash equivalents, loans and borrowings, Class B Units and Unitholders’ equity. The REIT monitors capital using tools designed to anticipate cash needs and to maintain adequate working capital, while also making appropriate distributions to the unitholders on a regular basis.

 

In managing its capital structure, the REIT monitors performance and adjusts its capital based on its investment strategies and changes to economic conditions. To maintain or adjust its capital structure, the REIT may issue equity or new debt, issue new debt to replace existing debt (with different characteristics) or reduce existing debt.

 

18

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

(21)Employee benefit plan

 

Management of the REIT has adopted a defined contribution plan under Internal Revenue Service (“IRS”) code section 401(k) for all eligible employees. Employees become eligible after 60 days of service with the REIT. A participant may elect to defer up to the maximum percentage of compensation permissible under Code Section 401(k). Management of the REIT elects to match employee deferrals at its discretion.

 

(22)Related party transactions

 

The condensed consolidated interim financial statements include the following related party transactions:

 

·Certain of the legacy BSR holders are members or affiliates of the Bailey family or are members or affiliates of the Hughes family (collectively, the “Bailey/Hughes Holders”), who together founded BSR. Distributions on Units of $1,242 were declared to Bailey/Hughes holders during the six months ended June 30, 2025 ($1,234 during the six months ended June 30, 2024).

 

·Distributions on Class B Units of $2,848 were declared to key management personnel, primarily the Bailey/Hughes Holders, during the six months ended June 30, 2025 ($3,530 during the six months ended June 30, 2024). Key management personnel of the REIT are those persons having the authority and responsibility for planning, directing and controlling the activities of the REIT directly or indirectly.

 

·Compensation expenses include $2,055 paid to key management personnel during the six months ended June 30, 2025 ($2,961 during the six months ended June 30, 2024), which includes short-term employee compensation and benefits and unit-based compensation.

 

·The REIT leases its Little Rock, Arkansas corporate headquarters from an irrevocable trust controlled by the family of the REIT’s President, Chief Executive Officer and Chief Investment Officer, Dan Oberste, and the former Executive Vice-Chair of the Board, John S. Bailey (see note 17).

 

(23)Supplemental cash flow disclosures

 

Change in non-cash working capital comprises the following:

 

   Six months   Six months 
   ended June 30,   ended June 30, 
   2025   2024 
Resident and other receivables, net  $(154)  $(537)
Prepaid expenses and other assets   (1,719)   (2,666)
Accounts payable and other liabilities   (14,051)   (20,346)
   $(15,924)  $(23,549)

 

(24)Deferred unit compensation and unit-based compensation

 

Remuneration of trustees (deferred unit compensation)

 

The REIT adopted the Omnibus Equity Incentive Plan effective as of May 18, 2018, which includes policies for the issuance of deferred unit compensation (“Deferred Units”) to non-executive Trustees. The purpose of the Deferred Unit component of the Omnibus Equity Incentive Plan is to promote a greater alignment of interests between the non-executive Trustees and the Unitholders. Under the Omnibus Equity Incentive Plan, Trustees have the option to elect to receive up to 100% of all fees that are otherwise payable in cash in the form of Deferred Units. A Deferred Unit award is an award denominated in notional units that entitles the participant to receive Units or, if so elected by the participant and subject to the approval of the Board of Trustees, cash measured by the value of the Units in the future. Accordingly, the number of Deferred Units to be awarded to a Trustee is equal to (i) the value of all fees that the Trustee elects to receive in the form of Deferred Units, (ii) divided by the volume-weighted average trading price of a Unit on the TSX for the five trading days prior to the date of the award. Elections are irrevocable for the year in respect of which they are made. The Deferred Units earn additional Deferred Units for distributions that would otherwise have been payable in cash. Deferred Units granted to Trustees vest immediately upon grant. The grant date fair value of the payable is recognized in general and administrative expenses, with a corresponding increase in accounts payable and other liabilities.

 

19

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

For the six months ended June 30, 2025, $486 of deferred unit compensation expense was recognized in general and administrative expenses in the condensed consolidated interim statement of net income and comprehensive income ($600 for the six months ended June 30, 2024). The Deferred Units are measured at fair value at each reporting period using the closing market price of Units and the change in fair value is recognized in fair value adjustment to unit-based compensation in the condensed consolidated interim statement of net income and comprehensive income.

 

   Units   Liability Value 
Deferred Units, as of December 31, 2023   408,483   $4,854 
Cash changes          
Deferred Units settled for cash   (159,892)   (1,789)
           
Non-cash changes          
Deferred Units issued   53,087    600 
Deferred Units exchanged for REIT Units   (28,363)   (317)
Fair value adjustments   —    (67)
Deferred Units issued, as of June 30, 2024   273,315   $3,281 
           
Deferred Units issued, as of December 31, 2024   307,622   $3,733 
Non-cash changes          
Deferred Units issued   37,767    486 
Fair value adjustments   —    278 
Deferred units issued, as of June 30, 2025   345,389   $4,497 

 

Unit-based compensation

 

The Omnibus Equity Incentive Plan provides for awards of Restricted Units (“RUs”), Performance Units (“PUs”) and other awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units.

 

RUs and PUs are awarded to members of the senior executive team to align the interests of the senior executive team more closely with the interests of the Unitholders. RUs and PUs are denominated in notional units that entitles the participant to receive Units or, if so elected by the participant and subject to the approval of the Board of Trustees, cash measured by the value of the Units in the future. RUs vest in three equal instalments over a three-year period from the initial award and will be settled by Units issued from treasury or, if so elected by the participant and subject to the approval of the Board of Trustees, cash payable upon vesting. PUs will vest subject to performance criteria and targets established and set forth in the award agreements, and to the extent earned, will vest and become nonforfeitable on the third anniversary of the initial award. RUs and PUs earn additional RUs and PUs for distributions that would otherwise have been payable in cash. These additional RUs and PUs vest on the same basis as the initial RUs and PUs to which they relate.

 

The RUs and PUs are considered a financial liability due to the contractual obligation for the Trust to deliver Units at the option of the participant, subject to board approval. The RUs and PUs are measured at fair value at each reporting period using the closing market price of Units with changes in fair value recognized in Fair value adjustment to unit-based compensation in the condensed consolidated interim statement of net income and comprehensive income.

 

On March 15, 2024, the REIT granted 40,240 and 60,360 RUs and PUs, respectively, with a grant date fair value of $11.39 per Unit. On March 15, 2025, the REIT granted 43,758 and 65,635 RUs and PUs, respectively, with a grate date fair value of $12.36 per Unit. On May 19, 2025, the REIT granted 98,178 PUs, with a grant date fair value of $12.92 per Unit.

 

20

 

 

BSR REAL ESTATE INVESTMENT TRUST

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the three and six months ended June 30, 2025 and June 30, 2024
Amounts in thousands of U.S. dollars (except for unit and per unit amounts)

 

On January 1, 2024, 31,010 RUs vested and were settled through the issuance of 17,225 Units with a weighted average Unit price of $11.87 with the remainder of RUs settled in cash for applicable income taxes. On March 15, 2024, 86,388 PUs vested resulting from a payout of 154% under the 2021 equity incentive plan. This vesting was settled through the issuance of 50,922 Units with a weighted average Unit price of $11.43 with the remainder settled in cash for applicable income taxes. On January 1, 2025, 34,354 RUs vested and were settled though the issuance of 19,610 Units with a weighted average Unit price of $12.16 with the remainder of RUs settled in cash for applicable income taxes. In March 2025, the PUs under the 2022 equity incentive plan did not vest, resulting in a payout of 0%.

 

For the six months ended June 30, 2025, unit-based compensation expense of $647 has been recognized in general and administrative expense ($570 for the six months ended June 30, 2024). A fair value loss of $316 for the six months ended June 30, 2025 has been recognized in fair value adjustment to unit-based compensation in the condensed consolidated interim statements of net loss and comprehensive loss ($348 loss for the six months ended June 30, 2024). As of June 30, 2025, 85,669 RUs and 287,527 PUs were unvested with a carrying amount of $1,398 recorded in accounts payable and other liabilities in the condensed consolidated interim financial statements. As of December 31, 2024, 74,851 RUs and 166,560 PUs were unvested with a carrying amount of $1,484 recorded in accounts payable and other liabilities in the condensed consolidated interim financial statements.

 

   Equity Incentive Plans - Restricted Units 
   2021  2022  2023  2024  2025  Total 
Opening balance of units, as of January 1, 2024  9,192  15,568  42,098  -  -  66,858 
Units granted  -  -  -  40,240  -  40,240 
Distribution equivalents issued  -  327  1,113  1,326  -  2,766 
Units forfeited  -  (397) (3,606) -  -  (4,003)
Units vested and settled  (9,192) (7,786) (14,032) -  -  (31,010)
Closing balance of units, as of December 31, 2024  -  7,712  25,573  41,566  -  74,851 
Units granted  -  -  -  -  43,758  43,758 
Distribution equivalents issued  -  -  294  635  485  1,414 
Units vested and settled  -  (7,712) (12,788) (13,854) -  (34,354)
Closing balance of units, as of June 30, 2025  -  -  13,079  28,347  44,243  85,669 

 

   Equity Incentive Plans - Performance Units  
   2021  2022  2023  2024  2025  Total 
Opening balance of units, as of January 1, 2024  63,244  46,469  63,143  -  -  172,856 
Units granted  22,424  -  -  60,360  -  82,784 
Distribution equivalents issued  720  2,006  2,492  1,991  -  7,209 
Units forfeited  -  (1,787) (8,114) -  -  (9,901)
Units vested and settled  (86,388) -  -  -  -  (86,388)
Closing balance of units, as of December 31, 2024  -  46,688  57,521  62,351     166,560 
Units granted  -  -  -  -  163,813  163,813 
Distribution equivalents issued  -  -  1,328  1,435  1,079  3,842 
Non-vesting units  -  (46,688) -  -  -  (46,688)
Closing balance of units, as of June 30, 2025  -  -  58,849  63,786  164,892  287,527 

 

21