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2004 Boardwalk REIT Press Release

Boardwalk Rental Communities



TSX SYMBOL:  BEI.UN
				 
August 13, 2004

Boardwalk REIT Announces Record Financial Results

2004 Q2 Press ReleaseDOWNLOAD Q2-2004 August 13, 2004 PRESS RELEASE (Printer Friendly PDF File - 203 Kb)

2004 Q2 Supplemental NotesSUPPLEMENTAL NOTES - Q2-2004 (Printer Friendly PDF File - 1.16 Mb)

Calgary, Alberta – August 13, 2004

Boardwalk Real Estate Investment Trust (“BEI.UN” – TSX) 

CALGARY, Aug. 13 /PRNewswire-FirstCall/ - ("BEI.UN" - TSX) - Boardwalk Real Estate Investment Trust ("Boardwalk REIT" or the "Trust") today announced its financial results for the three month and six month periods ending June 30, 2004. These results reflect the activities of Boardwalk Equities Inc. ("BEI") and Boardwalk REIT for the period January 1, 2004 to June 30, 2004. The financial results have been reported as a "Continuity of Interest" with specific financial results for the predecessor corporation of Boardwalk REIT, BEI, and the newly established Trust detailed in the notes to the financial statements which are included later in this press release. For the three-month period ended June 30, 2004, the Trust reported Funds from operations ("FFO") from continuing operations of $20.8 million and FFO per unit of $0.39 on a diluted basis, compared to FFO of $17.1 million and FFO per unit of $0.34 for the same period last year. Distributable income ("DI") was $21.7 million and DI per unit was $0.41 on a diluted basis, compared to DI of $18.3 million and DI per unit of $0.36 for the same period last year. FFO from continuing operations and DI are both key performance measurements for real estate investment trusts and companies.

Funds from operations ("FFO") is a generally accepted measure of operating performance of real estate investment trusts and companies, however is a non-GAAP measurement. The Trust calculates FFO by taking Net earnings after discontinued operations and adding non-cash items including Future income taxes and Amortization. The determination of this amount may differ from that of other real estate investment trusts and companies. Distributable income("DI") is calculated based on the definition as set out in the Trust's declaration of trust and is computed by taking FFO and adding back any historical deferred financing charges as well as adjusting for any discounts or premiums relating to the required mark to market debt amortization charged subsequent to the conversion date of May 3, 2004.

    Highlights for the three month period ended June 30, 2004 include:

    -   Rental revenues of $70.0 million, an increase of 4.9% compared to
        $66.7 million for the three-month period ended June 30, 2003.

    -   Net operating income of $46.9 million, a 6.3% increase from
        $44.1 million in the same period last year.

    -   FFO from continuing operations, which excludes gains on property
        dispositions, of $20.8 million, an increase of 21.6% compared to
        $17.1 million for the three-month period ended June 30, 2003.

    -   FFO from continuing operations per unit of $0.39 on a diluted basis,
        an increase of 14.7% compared to $0.34 for the three-month period
        ended June 30, 2003.

    -   DI from continued operations was $0.41 per unit, an increase of 13.9%
        compared to $0.36 for the three months ended June 30, 2003.

    -   Net income of $3.0 million, a 15.4% increase compared to $2.6 million
        in the same period last year. EPS of $0.06 compared to $0.05 in the
        first quarter of last year.


    Highlights for the six month period ended June 30, 2004 include:

    -   Rental revenues of $139.9 million, an increase of 5.7% compared to
        $132.4 million for the six-month period ended June 30, 2003.

    -   Net operating income of $90.2 million, a 6.4% increase from
        $84.8 million in the same period last year.

    -   FFO from continuing operations, which excludes gains on property
        dispositions, of $37.3 million, an increase of 17.3% compared to
        $31.8 million for the six-month period ended June 30, 2003.

    -   FFO from continuing operations per unit of $0.71 on a diluted basis,
        an increase of 12.7% compared to $0.63 for the six-month period ended
        June 30, 2003.

    -   DI from continued operations was $0.74 per unit, an increase of 12.1%
        compared to $0.66 for the six months ended June 30, 2003.

    -   Net income of $1.8 million, a 56.1% decrease compared to $4.1 million
        in the same period last year. EPS of $0.03 compared to $0.08 in the
        first six months of last year.

Sam Kolias, Boardwalk REIT's President and Chief Executive Officer, said, "The Trust's portfolio continued to deliver solid operating results, notwithstanding the ongoing strength and level of activity in housing markets across the country. This performance was driven in large part by our continued focus on operations and our successful entry into Quebec. Overall, there was an increase of about 1.5% in customer turnovers in the second quarter. This may have been triggered with interest rates rising, pushing some fence sitting home buyers into a home ownership position before interest rates rise to levels which they cannot afford. Demand continues to be strong. The Edmonton market in particular is flattening and we are providing rental incentives. Revenues in Edmonton are expected to be less in the third and fourth quarters of this year compared to the record third and fourth quarters of last year. It is important to keep things in perspective as Edmonton has delivered near double-digit top line revenue growth in the past several years and continues to be a very good market for us. The most encouraging note is that our total portfolio wide rentals for the month of July 2004 were the highest ever recorded resulting in a net absorption of 400 rental units for the month. Edmonton was a significant contributor to our record month. Our Edmonton rents continue to represent exceptional housing value at approximately $761 for an average 2 bedroom occupied unit type. Our Edmonton team set a new record too for new rentals during the month of July, breaking the old one by over 10%. August is already looking like another great month. Traditionally, July and August are our strongest rental months. We continue to use the higher seasonal demand during this time frame to increase our occupancy and revenues going into the third and fourth quarters."

Operational Highlights

The average vacancy rate across Boardwalk REIT's portfolio for the period ended June 30, 2004 was 5.67%, compared to 4.32% for BEI in the first quarter of 2004 and up from 4.99% for BEI in the second quarter of last year.

The average monthly rent realized in the first six months of 2004 was $739 per unit, up $12, or 1.7%, from $727 per unit for the six-month period ended June 30, 2003. Management estimates that market rents for its properties at the end of June 2004 averaged $790 per unit per month which compares to an average in-place monthly rent per occupied unit of $778 for the six-month period ended June 30, 2004. This translates into an estimated "loss-to-lease" of approximately $5.0 million, or $0.09 per trust unit, maintaining existing occupancy rate levels.

Same-Property Results

The "same-property" results for Boardwalk REIT's stabilized properties (defined as properties owned for a period of over 24 months) for the three- month period ended June 30, 2004 showed rental growth of 0.9%, a decrease in operating expenses of 6.3% and an increase in NOI of 4.6% compared to the same period last year. The "same-property" results for the six-month period ended June 30, 2004 showed rental growth of 1.5%, a decrease in operating expenses of 3.6% and an increase in NOI of 4.4% compared to the same period last year.

Included in these reported amounts are utility rebates received from the Provincial Government of Alberta. These rebates are part of a current government program that is scheduled to continue until March of 2006. A total of 28,875 units, representing approximately 91% of Boardwalk REIT's total portfolio, were classified as stabilized as at June 30, 2004.

    

Same-Property Results - Stabilized Portfolio
    Three Months Ended June 30, 2004 vs. Three Months Ended June 30, 2003
    -------------------------------------------------------------------------

                   Rental              Other     Total
                  Revenues Utilities  Expenses  Expenses       NOI  % of NOI
    -------------------------------------------------------------------------
    Calgary          -0.2%      3.5%    -18.3%    -10.6%      4.0%       20%
    Edmonton         -0.2%      8.5%    -13.0%     -4.9%      1.9%       36%
    Other Alberta    -0.2%    -27.2%    -15.7%    -20.8%     11.5%        6%
    Saskatchewan      1.1%      8.1%     -2.1%      0.7%      1.3%       12%
    Ontario           2.4%     -9.5%     -4.5%     -6.3%      9.4%       12%
    Montreal          4.2%     27.2%    -21.2%     -5.7%      9.0%       14%
    -------------------------------------------------------------------------
    Total             0.9%      3.9%    -11.8%     -6.3%      4.6%      100%
    -------------------------------------------------------------------------
                  -----------------------------------------------------------

    -------------------------------------------------------------------------


    Same-Property Results - Stabilized Portfolio
    Six Months Ended June 30, 2004 vs. Six Months Ended June 30, 2003
    -------------------------------------------------------------------------

                   Rental              Other     Total
                  Revenues Utilities  Expenses  Expenses       NOI  % of NOI
    -------------------------------------------------------------------------
    Calgary          -0.1%      3.9%     -9.0%     -4.2%      1.5%       20%
    Edmonton          0.2%      4.7%    -14.4%     -6.6%      3.8%       37%
    Other Alberta     4.3%     -1.1%     23.6%     14.3%     -0.8%        5%
    Saskatchewan      1.6%     17.0%     -4.6%      2.2%      1.2%       12%
    Ontario           3.7%    -12.5%     -2.7%     -6.5%     13.8%       12%
    Montreal          4.3%      7.3%    -11.0%     -4.5%      8.3%       14%
    -------------------------------------------------------------------------
    Total             1.5%      2.7%     -7.5%     -3.6%      4.4%      100%
    -------------------------------------------------------------------------
                  -----------------------------------------------------------

    -------------------------------------------------------------------------

    Acquisition Activity

In the three month period ended June 30, 2004, Boardwalk REIT purchased an additional 354 units adding to its Quebec and Ontario portfolio. A total of 323 of these units are located in the Quebec market place, with the remaining 31 units located in Windsor, Ontario.

    -   Domaine du Rocher -- Quebec City (Levis), QC -- a 64 unit apartment
        complex consisting of 12 buildings ranging from 2 to 3 storeys in
        height. The property was purchased at an acquisition price of
        $3.5 million using cash on hand, which equates to approximately
        $54,700 per unit and approximately $51.3 per rentable square foot.
        The transaction had a going in cap rate of 7.65% and closed on
        May 13, 2004.

    -   Forest Glade Townhomes -- Windsor, ON -- a 2 storey townhouse complex
        consisting of 31 units, each with 3 bedrooms. The townhouses were
        purchased for $2.5 million, which equates to approximately
        $80,600 per unit and approximately $64.5 per rentable square foot.
        The purchase, which closed on May 17, 2004, was funded by a
        combination of cash on hand and the assumption of a $1.99 million
        first mortgage with a fixed interest rate of 5.5% due on
        February 2008. The going in cap rate on the acquisition was
        approximately 9.53%.

    -   Residence le Quatre Cent -- Montreal (Laval), QC -- a 16 storey
        concrete high-rise building with a total of 259 units in this well
        kept and strategically located property. The property was acquired
        for $17.3 million, which equates to approximately $66,800 per unit
        and approximately $112.6 per rentable square foot. The transaction
        closed on May 26, 2004 and had a going in cap rate of 8.01%. The
        acquisition was funded by a combination of cash on hand and the
        assumption of a $8.6 million first mortgage with a fixed interest
        rate of 6.53% due in February 2011.

Further information on these properties can be found in the Supplemental Information Package located on Boardwalk REIT's website (www.boardwalkREIT.com).

Continued Financial Strength

Boardwalk REIT maintained its solid financial position in the quarter. Boardwalk REIT's mortgage debt totalled $1.41 billion as at June 30, 2004, up from $1.39 billion for BEI at December 31, 2003. The increase is largely attributable to the additional debt related to property acquisitions that Boardwalk REIT completed during the first half of the year. As of June 30, 2004, Boardwalk REIT's debt had an average maturity of 4.0 years with a weighted average interest rate of 5.54%. Boardwalk REIT's debt-to-total- market-capitalization ratio was 62.6% as at June 30, 2004, which compares to 63.5% for BEI at the same time last year.

Boardwalk REIT's interest coverage ratio, excluding gains, for the three- month period ended June 30, 2004 was 2.2 times compared to 2.0 times in the same period last year.

2004 Earnings Guidance

Commenting on the Trust's outlook, Rob Geremia, Senior Vice President, Finance and CFO, said "We are maintaining our previously disclosed forecasts for FFO and recurring distributable income of between $1.37 to $1.44 and $1.43 to $1.49, respectively. The forecast assumptions for 2004 remain the same and are based on new acquisitions of between 1,000 to 2,000 units and stabilized NOI growth of between 1% and 2%. Our previously announced annualized distribution of $1.24 per REIT unit is based on an 85% payout ratio."

Supplementary Information

Boardwalk REIT produces quarterly supplemental information that provides detailed information regarding it's activities during the quarter. The second quarter supplemental information is available on our website (www.boardwalkreit.com).

Financial Results Teleconference

We invite you to participate in the teleconference that will be held to discuss Boardwalk REIT's financial results this morning at 11:00am EST. Senior management will speak to the financial results and provide a corporate update. Presentation materials will be made available on our website (www.boardwalkreit.com) prior to the call.

Participation & Registration: Please RSVP to Investor Relations at 403-531-9255 or by email to investor@bwalk.com.

Teleconference: The telephone numbers for the conference are: 416-913-8746 (within Toronto) or toll-free 1-800-814-4853 (outside Toronto).

Webcast: Investors will be able to listen to the call and view our slide presentation over the Internet by visiting http://www.boardwalkreit.com/ 15 min. prior to the start of the call. An information page will be provided for any software needed and system requirements. The live audiocast will also be available at http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID(equal sign)867680.

Replay: An audio recording of the teleconference will be available from 1:00pm EST on August 13, 2004 until 11:59pm EST on August 20th, 2004. You can access it by dialing 416-640-1917 and using the passcode 21080407 followed the pound sign. An audio archive will also be available on our website (http://www.boardwalkreit.com/) approximately two hours after the conference call.

Corporate Profile

Boardwalk REIT is an open-ended real estate investment trust formed to acquire all of the assets and undertakings of Boardwalk Equities Inc. Boardwalk REIT's principal objectives are to provide its unitholders with monthly cash distributions, partially on a Canadian income tax-deferred basis, and to increase the value of its trust units through the effective management of its residential multi-family revenue producing properties and the acquisition of additional properties. Boardwalk REIT currently owns and operates in excess of 250 properties with over 31,700 units totalling approximately 27 million net rentable square feet, and is Canada's largest owner/operator of multi-family rental communities. Boardwalk REIT's portfolio is concentrated in the provinces of Alberta, Saskatchewan, Ontario and Quebec.

   

 CONSOLIDATED BALANCE SHEETS
    (CDN$ THOUSANDS)
    (Unaudited)

    AS AT                                               June 30, December 31,
                                                           2004         2003
                                                    -------------------------

    Assets

    Revenue producing properties                    $ 1,731,322  $ 1,713,171
    Properties held for resale                            7,695        7,493
    Deferred financing costs                             39,135       38,044
    Other assets                                         16,070       14,652
    Future income taxes (NOTE 9)                            224            -
    Mortgages and accounts receivable                    13,321       13,126
    Segregated tenants' security deposits                 6,680        6,771
    Cash and cash equivalents                            23,393       10,123
    -------------------------------------------------------------------------
                                                    $ 1,837,840  $ 1,803,380
                                                    -------------------------
                                                    -------------------------

    Liabilities

    Mortgages payable                               $ 1,409,330  $ 1,387,067
    Accounts payable and accrued liabilities             28,452       19,801
    Refundable tenants' security deposits and other       9,687        9,730
    Capital lease obligations                             2,931        3,515
    Future income taxes (NOTE 9)                              -       74,765
    -------------------------------------------------------------------------
                                                    $ 1,450,400  $ 1,494,878
                                                    -------------------------

    Unitholders' Equity

    Unitholders' capital (NOTE 7)                       295,041      275,509
    Accumulated earnings                                 92,399       32,993
    -------------------------------------------------------------------------
                                                    $   387,440  $   308,502
    -------------------------------------------------------------------------
                                                    $ 1,837,840  $ 1,803,380
                                                    -------------------------
                                                    -------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF EARNINGS
    INFORMATION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 COMBINES
    INFORMATION FROM BOARDWALK REAL ESTATE INVESTMENT TRUST AND ITS
    PREDECESSOR (NOTES 2 AND 4)

    (CDN$ THOUSANDS, EXCEPT PER UNIT AMOUNTS)
    (Unaudited)

                             3 months     3 months     6 months     6 months
                                ended        ended        ended        ended
                              June 30,     June 30,     June 30,     June 30,
                                 2004         2003         2004         2003
                          ---------------------------------------------------
                                             NOTES 2 and 4

    Revenue
      Rental income       $    70,040  $    66,675  $   139,865  $   132,382
                          ---------------------------------------------------

    Expenses
      Revenue producing
       properties:
        Operating expenses      7,908        8,141       16,302       16,379
        Utilities               8,438        8,061       20,687       18,294
        Utility rebate
         (NOTE 10)                  -            -         (812)           -
        Property taxes          6,784        6,376       13,529       12,889
      Administration            6,040        5,826       11,963       11,678
      Financing costs          18,810       19,002       38,155       37,975
      Deferred financing
       costs amortization         824        1,169        1,525        1,833
      Amortization (NOTE 3)    19,565       12,442       36,938       24,617
    -------------------------------------------------------------------------
                               68,369       61,017      138,287      123,665
                          ---------------------------------------------------


    Earnings from
     continuing
     operations before
     income taxes               1,671        5,658        1,578        8,717

      Large corporations
       taxes                      408        1,018        1,200        1,840
      Future income taxes
       (recovery) (NOTE 9)     (1,718)       2,085       (1,376)       3,555
    -------------------------------------------------------------------------

    Earnings from
     continuing operations      2,981        2,555        1,754        3,322

    Earnings from
     discontinued
     operations, net of tax         -            -            -          751
    -------------------------------------------------------------------------

    Net earnings for the
     period               $     2,981  $     2,555  $     1,754  $     4,073
                          ---------------------------------------------------
                          ---------------------------------------------------

    Basic earnings per
     unit (NOTE 8)
      - from continuing
         operations        $      0.06  $      0.05  $      0.03  $      0.07
      - from discontinued
         operations                  -            -            -         0.01
    -------------------------------------------------------------------------
    Basic earnings per
     unit                 $      0.06  $      0.05  $      0.03  $      0.08
                          ---------------------------------------------------
                          ---------------------------------------------------

    Diluted earnings per
     unit (NOTE 8)
      - from continuing
         operations       $      0.06  $      0.05  $      0.03  $      0.07
      - from discontinued
         operations                 -            -            -         0.01
    -------------------------------------------------------------------------
    Diluted earnings per
     unit                 $      0.06  $      0.05  $      0.03  $      0.08
                          ---------------------------------------------------
                          ---------------------------------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF ACCUMULATED EARNINGS
    (CDN$ THOUSANDS)
    (Unaudited)




                                                       6 months     6 months
                                                          ended        ended
                                                        June 30,     June 30,
                                                           2004         2003
                                                    -------------------------

    Accumulated earnings, beginning of period       $    32,993  $    35,229
      Net earnings for the period                         1,754        4,073
      Distribution on units                             (14,878)      (2,010)
      Premium on unit repurchases                        (1,023)        (392)
      Elimination of future income taxes on
       conversion to trust (NOTE 2)                      73,553            -
    -------------------------------------------------------------------------
    Accumulated earnings, end of period             $    92,399  $    36,900
                                                    -------------------------
                                                    -------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENT OF CASH FLOWS
    INFORMATION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 COMBINES
    INFORMATION FROM BOARDWALK REAL ESTATE INVESTMENT TRUST AND ITS
    PREDECESSOR (NOTES 2 AND 4)

    (CDN$ THOUSANDS)
    (Unaudited)

                             3 months     3 months     6 months     6 months
                                ended        ended        ended        ended
                              June 30,     June 30,     June 30,     June 30,
                                 2004         2003         2004         2003
                          ---------------------------------------------------
                                             NOTES 2 and 4
    Operating activities
      Net earnings for
       the period         $     2,981  $     2,555  $     1,754  $     4,073
      Earnings from
       discontinued
       operations, net
       of tax                       -            -            -         (751)
      Future income
       taxes (recovery)        (1,718)       2,085       (1,376)       3,555
      Amortization             19,565       12,442       36,938       24,617
    -------------------------------------------------------------------------
      Funds from
       continuing
       operations              20,828       17,082       37,316       31,494

      Funds from
       discontinued
       operations                   -            -            -           33

      Net change in
       operating working
       capital                    155        2,828       (2,259)         324
      Net change in
       properties held
       for resale                 (94)       1,783         (202)       1,672
    -------------------------------------------------------------------------
      Total operating
       cash flows              20,889       21,693       34,855       33,523
                          ---------------------------------------------------

    Financing activities
      Issue of trust
       units (net of issue
       costs) (NOTE 7)          6,165        1,310       28,642        4,013
      Unit repurchase
       program                   (610)           -         (610)        (628)
      Distributions paid      (10,940)      (1,008)     (14,878)      (2,010)
      Financing of revenue
       producing properties    34,656       46,061       69,855       88,864
      Repayment of debt on
       revenue producing
       properties             (29,978)     (51,982)     (66,473)     (75,888)
      Deferred financing
       costs incurred (net
       of amortization)        (1,504)        (664)      (2,967)        (937)
    -------------------------------------------------------------------------
                               (2,211)      (6,283)      13,569       13,414
                          ---------------------------------------------------
    Investing activities
      Purchases of revenue
       producing properties
       (NOTE 5)               (13,089)      (3,915)     (22,263)     (46,433)
      Project improvements
       to revenue
       producing properties    (5,938)     (11,812)     (12,025)     (23,299)
      Net cash proceeds
       from sale of
       properties                   -            -            -        1,223
      Technology for real
       estate operations         (109)        (648)        (866)        (938)
    -------------------------------------------------------------------------
                              (19,136)     (16,375)     (35,154)     (69,447)
                          ---------------------------------------------------

    Net increase (decrease)
     in cash and cash
     equivalents balance
     during period               (458)        (965)      13,270      (22,510)

    Cash and cash
     equivalents,
     beginning of period       23,851        2,086       10,123       23,631
    -------------------------------------------------------------------------

    Cash and cash
     equivalents, end of
     period               $    23,393  $     1,121  $    23,393  $     1,121
                          ---------------------------------------------------
                          ---------------------------------------------------

    Supplementary cash
     flow information:
    Taxes paid            $       336  $       918  $     1,242  $     1,734
    Interest paid         $    18,901  $    19,235  $    38,291  $    38,088
                          ---------------------------------------------------
                          ---------------------------------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    THREE AND SIX MONTHS ENDED JUNE 30, 2004
    (TABULAR AMOUNTS IN CDN$ THOUSANDS, EXCEPT NUMBER OF UNITS AND PER UNIT
    AMOUNTS UNLESS OTHERWISE STATED)
    (Unaudited)


    1.  ORGANIZATION OF TRUST

        Boardwalk Real Estate Investment Trust ("Boardwalk REIT") is an
        unincorporated, open-ended real estate investment trust created
        pursuant to the Declaration of Trust, dated January 9, 2004 and as
        amended and restated on May 3, 2004, under the laws of the Province
        of Alberta. Boardwalk REIT was created to invest in revenue producing
        multi-family residential properties or interests within Canada,
        initially through the acquisition of operations of Boardwalk Equities
        Inc. (the "Corporation"), which was acquired on May 3, 2004.


    2.  BASIS OF PRESENTATION

        These unaudited interim consolidated financial statements have been
        prepared in accordance with the recommendations of the handbook of
        the Canadian Institute of Chartered Accountants ("CICA Handbook"),
        and are consistent with those used in the audited consolidated
        financial statements of Boardwalk Equities Inc. as at and for the
        year ended December 31, 2003, except as described in Note 3 below.
        These interim financial statements do not include all of the
        disclosures required by Canadian generally accepted accounting
        principles ("Canadian GAAP") applicable to annual financial
        statements and, therefore, should be read in conjunction with the
        Corporation's audited consolidated financial statements.

        Boardwalk REIT is considered to be a continuation of Boardwalk
        Equities Inc. following the continuity of interest method of
        accounting. Under the continuity of interest method of accounting,
        Boardwalk REIT's acquisition of the operations of Boardwalk Equities
        Inc. is recorded at the net book value of the Corporation's assets
        and liabilities on May 3, 2004 and the unitholders' capital to
        Boardwalk REIT represents the shareholders' equity of the Corporation
        at that date. Future income tax liabilities in the amount of
        $73.6 million were eliminated, except the portion related to tax and
        accounting base differences in corporate subsidiaries of Boardwalk
        REIT.

        The statements of earnings and cash flows for the three months
        ended June 30, 2004 reflect the activities of Boardwalk Equities Inc.
        for the period from April 1, 2004 to May 2, 2004 combined with the
        activities of Boardwalk REIT for the period from May 3, 2004 to
        June 30, 2004. The statements of earnings and cash flows for the six
        months ended June 30, 2004 reflect the activities of Boardwalk
        Equities Inc. for the period from January 1, 2004 to May 2, 2004
        combined with the activities of Boardwalk REIT for the period from
        May 3, 2004 to June 30, 2004 (see Note 4). The comparative figures
        represent the activities of Boardwalk Equities Inc.

        The preparation of financial statements in accordance with Canadian
        GAAP requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities, and to make
        disclosure of contingent assets and liabilities at the date of the
        financial statements, and the reported amounts of revenues and
        expenses during the reporting period. Actual results may differ from
        those estimates.

        Due to seasonality, the operating results for the three and six
        months ended June 30, 2004 are not necessarily indicative of the
        results that may be expected for the full fiscal year.


    3.  ACCOUNTING POLICY CHANGES

        Amortization of revenue producing buildings

        Effective January 1, 2004, the straight-line method was adopted to
        compute amortization of its revenue producing buildings. The adoption
        of the straight-line method from the sinking-fund method has been
        applied prospectively in accordance with the transitional provision
        of CICA Handbook Section 1100. Had the change not been made, the
        effect on the financial statements would have been a decrease to
        amortization of $9.8 million and an increase to net earnings of
        approximately $7.6 million for the period ended June 30, 2004.

        Accounting for operating leases

        In accordance with EIC-140, Accounting for Operating Leases Acquired
        in Either an Asset Acquisition or a Business Combination, an
        enterprise that acquires real estate, such as an office building,
        retail centre, or apartment complex in either an asset acquisition or
        business combination, should allocate a portion of the purchase price
        to in-place operating leases that the enterprise acquires in
        connection with the real estate property. Application of EIC-140 has
        been applied prospectively as of January 1, 2004 to real estate
        acquisitions initiated subsequent to the date of issue of EIC-140.

        Impairment of long-lived assets

        Effective January 1, 2003, the provisions of CICA Handbook Section
        3063, Impairment of Long-lived Assets, was adopted. With the adoption
        of this section, an impairment loss will be recognized in the period
        when the carrying amount of the revenue producing properties exceeds
        the net recoverable amount represented by the undiscounted estimated
        future cash flows expected to be received from the ongoing use of the
        properties plus their residual value. If it is determined that an
        impairment exists, the carrying value of the revenue producing
        properties will be reduced to their estimated fair value. The
        adoption of this section has had no impact on the financial
        statements of the current and prior periods.

        Comparative figures

        Certain comparative figures have been reclassified to conform with
        the presentation of the current period, or as a result of accounting
        changes.


    4.  RESULTS OF BOARDWALK REIT AND ITS PREDECESSOR

        The following statements of earnings and cash flows reflect the
        activities of Boardwalk REIT for the six-month period ended June 30,
        2004, separated to show the results of Boardwalk Equities Inc. prior
        to May 3, 2004 and the results of Boardwalk REIT subsequent to May 2,
        2004.


        STATEMENT OF EARNINGS            January 1,       May 3,    6 months
                                           2004 to      2004 to        ended
                                             May 2,     June 30,     June 30,
                                              2004         2004         2004
                                       --------------------------------------

          Revenue
            Rental income              $    93,108  $    46,757  $   139,865
                                       --------------------------------------

          Expenses
            Revenue producing
             properties:
              Operating expenses            11,429        4,873       16,302
              Utilities                     15,965        4,722       20,687
              Utility rebate                  (812)           -         (812)
              Property taxes                 9,000        4,529       13,529
            Administration                   7,720        4,243       11,963
            Financing costs                 24,856       13,299       38,155
            Deferred financing costs
             amortization                    1,051          474        1,525
            Amortization                    23,273       13,665       36,938
          -------------------------------------------------------------------
                                            92,482       45,805      138,287
                                       --------------------------------------


          Earnings from continuing
           operations before income
           taxes                               626          952        1,578

            Large corporations taxes         1,032          168        1,200
            Future income tax recovery      (1,291)         (85)      (1,376)
          -------------------------------------------------------------------

          Earnings from continuing
           operations                          885          869        1,754

          Earnings from discontinued
           operations, net of tax                -            -            -
          -------------------------------------------------------------------

          Net earnings for the period  $       885  $       869  $     1,754
                                       --------------------------------------
                                       --------------------------------------

          Basic earnings per unit
            - from continuing
               operations              $      0.02  $      0.02  $      0.03
            - from discontinued
               operations                        -            -            -
          -------------------------------------------------------------------
          Basic earnings per unit      $      0.02  $      0.02  $      0.03
                                       --------------------------------------
                                       --------------------------------------

          Diluted earnings per unit
            - from continuing
               operations              $      0.02  $      0.02  $      0.03
            - from discontinued
               operations                        -            -            -
          -------------------------------------------------------------------
          Diluted earnings per unit    $      0.02  $      0.02  $      0.03
                                       --------------------------------------
                                       --------------------------------------



        STATEMENT OF CASH FLOWS          January 1,       May 3,    6 months
                                           2004 to      2004 to        ended
                                             May 2,     June 30,     June 30,
                                              2004         2004         2004
                                       --------------------------------------
        Operating activities
          Net earnings for the period  $       885  $       869  $     1,754
          Future income tax recovery        (1,291)         (85)      (1,376)
          Amortization                      23,273       13,665       36,938
        ---------------------------------------------------------------------
          Funds from continuing
           operations                       22,867       14,449       37,316

          Net change in operating
           working capital                  (4,425)       2,166       (2,259)
          Net change in properties
           held for resale                    (141)         (61)        (202)
        ---------------------------------------------------------------------
          Total operating cash flows        18,301       16,554       34,855
                                       --------------------------------------

        Financing activities
          Issue of trust units
           (net of issue costs)             28,372          270       28,642
          Unit repurchase program                -         (610)        (610)
          Distributions paid                (3,938)     (10,940)     (14,878)
          Financing of revenue
           producing properties             47,718       22,137       69,855
          Repayment of debt on revenue
           producing properties            (47,414)     (19,059)     (66,473)
          Deferred financing costs
           incurred (net of amortization)   (1,969)        (998)      (2,967)
        ---------------------------------------------------------------------
                                            22,769       (9,200)      13,569
                                       --------------------------------------
        Investing activities
          Purchases of revenue
           producing properties             (9,174)     (13,089)     (22,263)
          Project improvements to
           revenue producing properties     (7,303)      (4,722)     (12,025)
          Technology for real estate
           operations                         (868)           2         (866)
        ---------------------------------------------------------------------
                                           (17,345)     (17,809)     (35,154)
                                       --------------------------------------

        Net increase (decrease) in
         cash and cash equivalents     $    23,725  $   (10,455) $    13,270
                                       --------------------------------------
                                       --------------------------------------



        The following statements of earnings and cash flows reflect the
        activities of Boardwalk REIT for the three-month period ended
        June 30, 2004, separated to show the results of Boardwalk Equities
        Inc. prior to May 3, 2004 and the results of Boardwalk REIT
        subsequent to May 2, 2004.



        STATEMENT OF EARNINGS              April 1,       May 3,    3 months
                                           2004 to      2004 to        ended
                                             May 2,     June 30,     June 30,
                                              2004         2004         2004
                                       --------------------------------------
        Revenue
        Rental income                  $    23,283  $    46,757  $    70,040

        Expenses
          Revenue producing properties:

            Operating expenses               3,035        4,873        7,908
            Utilities                        3,716        4,722        8,438
            Utility rebate                       -            -            -
            Property taxes                   2,255        4,529        6,784

          Administration                     1,797        4,243        6,040
          Financing costs                    5,511       13,299       18,810
          Deferred financing costs
           amortization                        350          474          824
          Amortization                       5,900       13,665       19,565
        ---------------------------------------------------------------------
                                            22,564       45,805       68,369
                                       --------------------------------------

        Earnings from continuing
         operations before income
         taxes                                 719          952        1,671

          Large corporations taxes             240          168          408
          Future income tax recovery        (1,633)         (85)      (1,718)
        ---------------------------------------------------------------------

        Earnings from continuing
         operations                          2,112          869        2,981

        Earnings from discontinued
         operations, net of tax                  -            -            -
        ---------------------------------------------------------------------

        Net earnings for the period    $     2,112  $       869  $     2,981
                                       --------------------------------------
                                       --------------------------------------

        Basic earnings per unit
          - from continuing
             operations                $      0.04  $      0.02  $      0.06
          - from discontinued
             operations                          -            -            -
        ---------------------------------------------------------------------
        Basic earnings per unit        $      0.04  $      0.02  $      0.06
                                       --------------------------------------
                                       --------------------------------------

        Diluted earnings per unit
          - from continuing
             operations                $      0.04  $      0.02  $      0.06
          - from discontinued
             operations                          -            -            -
        ---------------------------------------------------------------------
        Diluted earnings per unit      $      0.04  $      0.02  $      0.06
                                       --------------------------------------
                                       --------------------------------------



        STATEMENT OF CASH FLOWS            April 1,       May 3,    3 months
                                           2004 to      2004 to        ended
                                             May 2,     June 30,     June 30,
                                              2004         2004         2004
                                       --------------------------------------
        Operating activities
          Net earnings for the period  $     2,112  $       869  $     2,981
          Future income tax recovery        (1,633)         (85)      (1,718)
          Amortization                       5,900       13,665       19,565
        ---------------------------------------------------------------------
          Funds from continuing
           operations                        6,379       14,449       20,828

          Net change in operating
           working capital                  (2,011)       2,166          155
          Net change in properties
           held for resale                     (33)         (61)         (94)
        ---------------------------------------------------------------------
          Total operating cash flows         4,335       16,554       20,889
                                       --------------------------------------

        Financing activities
          Issue of trust units
           (net of issue costs)              5,895          270        6,165
          Unit repurchase program                -         (610)        (610)
          Distributions paid                     -      (10,940)     (10,940)
          Financing of revenue
           producing properties             12,519       22,137       34,656
          Repayment of debt on revenue
           producing properties            (10,919)     (19,059)     (29,978)
          Deferred financing costs
           incurred (net of
           amortization)                      (506)        (998)      (1,504)
        ---------------------------------------------------------------------
                                             6,989       (9,200)      (2,211)
                                       --------------------------------------
        Investing activities
          Purchases of revenue
           producing properties                  -      (13,089)     (13,089)
          Project improvements to
           revenue producing properties     (1,216)      (4,722)      (5,938)
          Technology for real estate
           operations                         (111)           2         (109)
        ---------------------------------------------------------------------
                                            (1,327)     (17,809)     (19,136)
                                       --------------------------------------

        Net increase (decrease) in
         cash and cash equivalents     $     9,997  $   (10,455)  $     (458)
                                       --------------------------------------
                                       --------------------------------------




    5.  REVENUE PRODUCING PROPERTIES

        Acquisitions
                            January 1,       May 3,    6 months     6 months
                                 2004         2004        ended        ended
                             to May 2,  to June 30,     June 30,     June 30,
                                 2004         2004         2004         2003
                          ---------------------------------------------------
        Cash paid         $     9,174  $    13,089  $    22,263  $    46,433
        Debt assumed            7,912       10,409       18,321       15,468
        ---------------------------------------------------------------------

        Total purchase
         price                 17,086       23,498       40,584       61,901
        Fair value
         adjustments
         to debt                  560          774        1,334          869

        Book value        $    17,646  $    24,272  $    41,918  $    62,770
                          ---------------------------------------------------
                          ---------------------------------------------------

        Allocation of
         book value to
         revenue producing
         properties       $    16,910  $    23,235  $    40,145  $    62,770
        ---------------------------------------------------------------------
                          ---------------------------------------------------
                          ---------------------------------------------------
        Allocation of
         book value to
         other assets
         (NOTE 2 -
         Accounting for
         Operating Leases)        736        1,037        1,773            -
        ---------------------------------------------------------------------
                          $    17,646  $    24,272  $    41,918  $    62,770
                          ---------------------------------------------------
                          ---------------------------------------------------

        Units acquired            183          354          537        1,307
                          ---------------------------------------------------
                          ---------------------------------------------------

        Dispositions

                            January 1,       May 3,    6 months     6 months
                                 2004         2004        ended        ended
                             to May 2,  to June 30,     June 30,     June 30,
                                 2004         2004         2004         2003
                          ---------------------------------------------------
        Cash received     $         -  $         -  $         -  $     1,385
        Debt assumed                -            -            -        1,655
        ---------------------------------------------------------------------

        Total proceeds              -            -            -        3,040
        Net book value              -            -            -        1,993
        ---------------------------------------------------------------------

        Gain on sales     $         -  $         -  $         -  $     1,047
                          ---------------------------------------------------
                          ---------------------------------------------------
        Units sold                  -            -            -           40
                          ---------------------------------------------------
                          ---------------------------------------------------


    6.  DISPOSAL OF LONG-LIVED ASSETS AND DISCONTINUED OPERATIONS

        During the first quarter of 2003, a $3.0 million unsolicited offer
        was received to purchase a 40-unit property located in Edmonton,
        Alberta. The sale was completed by the end of the first quarter of
        2003. There were no dispositions in the first six months of 2004.
        Note 5 discloses the carrying amounts of the major assets and
        liabilities included in the disposition. The following table sets
        forth the results of operations associated with the long-lived asset,
        separately reported as discontinued operations.

                            January 1,       May 3,    6 months     6 months
                                 2004         2004        ended        ended
                             to May 2,  to June 30,     June 30,     June 30,
                                 2004         2004         2004         2003
                          ---------------------------------------------------
        Revenue

        Rental income     $         -  $         -  $         -  $        86
                          ---------------------------------------------------
        Expenses

        Revenue producing
         properties:
          Operating expenses        -            -            -            4
          Utilities                 -            -            -           17
          Property taxes            -            -            -            6
        Administration              -            -            -            2
        Financing costs             -            -            -           24
        ---------------------------------------------------------------------
                                    -            -            -           53
                          ---------------------------------------------------

        Operating earnings
         from discontinued
         operations before
         income taxes               -            -            -           33

        Future income taxes         -            -            -           12

        Operating earnings
         from discontinued
         operations                 -            -            -           21

        Gain on disposition         -            -            -        1,047
        Future income taxes         -            -            -         (317)

        Earnings from
         discontinued
         operations       $         -  $         -  $         -  $       751
                          ---------------------------------------------------
                          ---------------------------------------------------


    7.  UNITHOLDERS' CAPITAL

        The Plan of Arrangement (the "Arrangement") to convert Boardwalk
        Equities Inc. from a share corporation to a real estate investment
        trust was completed on May 3, 2004. On conversion of Boardwalk
        Equities Inc. to a trust, Boardwalk Equities Inc. incurred
        $8.5 million in restructuring costs. Under the Arrangement, the
        former shareholders of Boardwalk Equities Inc. received Boardwalk
        REIT units or Class B Limited Partnership ("LP Class B") units of a
        controlled limited partnership of Boardwalk REIT, Boardwalk REIT
        Limited Partnership.

        The LP Class B units are exchangeable, on a one-for-one basis, into
        Boardwalk REIT units at any time at the option of the holder. Prior
        to such exchange, distributions will be made on the exchangeable
        units in an amount equivalent to the distributions which would have
        been made had the units of Boardwalk REIT been issued. Each LP Class
        B unit was accompanied by a Special Voting unit, which will entitle
        the holder to receive notice of, attend and vote at all meetings of
        unitholders. There is no value assigned to the Special Voting units.
        The LP Class B units issued are included in the unitholders' capital
        contributions on the balance sheet. The change in unitholders'
        capital contribution for 2004 are as follows:

                                                         Shares       Amount
        Share capital of Boardwalk Equities Inc.
         at December 31, 2003                        50,868,119  $   275,509
        Options exercised                             2,345,155       28,372
                                                    -------------------------
        Share capital of Boardwalk Equities Inc.
         at May 2, 2004 exchanged for trust units    53,213,274  $   303,881
                                                    -------------------------
                                                    -------------------------

        Summary of Unitholders'
        Capital Contributions                             Units       Amount

        Units issued in exchange for
         Boardwalk Equities Inc. shares              53,213,274  $   303,881
        Issuance of 15,000 units for cash at
         $18.00 per unit on May 3, 2004                  15,000          270
        Unit repurchases, recorded at
         book value of units                           (104,700)        (610)
        Restructuring cost                                    -       (8,500)
                                                    -------------------------
        Total unitholders' capital contribution      53,123,574  $   295,041
                                                    -------------------------
                                                    -------------------------

        The Declaration of Trust authorizes Boardwalk REIT to issue an
        unlimited number of units for the consideration and on terms and
        conditions established by the Trustees without the approval of any
        unitholders. The interests in Boardwalk REIT are represented by two
        classes of units: a class described and designated as "REIT Units"
        and a class described and designated as "Special Voting Units". The
        beneficial interest of the two classes of units is as follows:

        (a)   REIT Units

        REIT Units represents an undivided beneficial interest in Boardwalk
        REIT and in distributions made by Boardwalk REIT. The REIT Units are
        freely transferable, subject to applicable securities regulatory
        requirements. Each REIT Unit entitles the holder to one vote at all
        meetings of unitholders. Except as set out under the redemption
        rights below, the REIT Units have no conversion, retraction,
        redemption or pre-emptive rights.

        REIT Units are redeemable at any time, in whole or in part, on demand
        by the holders. Upon receipt by Boardwalk REIT of a written
        redemption notice and other documents that may be required, all
        rights to and under the REIT Units tendered for redemption shall be
        surrendered and the holder shall be entitled to receive a price per
        REIT Unit equal to the lesser of:

        i)    90% of the "market price" of the REIT Units on the principal
              market on which the REIT Units are quoted for trading during
              the twenty- day period ending on the trading day prior to the
              day on which the REIT Units were surrendered to Boardwalk REIT
              for redemption; and

        ii)   100% of the "closing market price" of the REIT Units on the
              principal market on which the REIT Units are quoted for trading
              on the redemption date.

        (b)   Special Voting Units

        The Declaration of Trust provides for the issuance of an unlimited
        number of Special Voting Units that will be used to provide voting
        rights to holders of LP Class B units or other securities that are,
        directly or indirectly, exchangeable for REIT Units.

        Each Special Voting Unit entitles the holder to the number of votes
        at any meeting of unitholders, which is equal to the number of REIT
        Units which may be obtained upon surrender of the LP Class B unit to
        which the Special Voting Unit relates. The Special Voting Units do
        not entitle or give any rights to the holders to receive
        distributions or any amount upon liquidation, dissolution or
        winding-up of Boardwalk REIT.

        The breakdown of trust units of Boardwalk REIT by class is as
        follows:

                                                          Units       Amount
        Boardwalk REIT Units                         48,648,574
        Special Voting Units issued to holders
         of LP Class B units                          4,475,000
                                                    -------------------------
        Total trust units                            53,123,574  $   295,041
                                                    -------------------------
                                                    -------------------------

        Stock Options

        The following table illustrates the impact on net earnings and
        earnings per unit if compensation expense had been recorded in the
        current and prior periods based on the fair value of all options
        granted on or after January 1, 2002:

                                                       6 months     6 months
                                                          ended        ended
                                                        June 30,     June 30,
                                                           2004         2003
                                                    -------------------------

        Compensation costs                          $    (2,278) $    (1,046)
        Net earnings
          As reported                               $     1,754  $     4,073
          Pro forma                                 $      (524) $     3,027
        Net earnings per unit
          Basic
           As reported                              $      0.04  $      0.08
           Pro forma                                $     (0.01) $      0.06
          Diluted
           As reported                              $      0.04  $      0.08
           Pro forma                                $     (0.01) $      0.06


        As a result Boardwalk REIT's conversion, all previously granted stock
        options vested prior to May 3, 2004. Consequently, net earnings and
        earnings per unit shown above for the current period reflect all
        remaining compensation costs not previously recognized in prior
        periods.

        The fair value of each option granted in 2002 was estimated to be
        $6.74 on the date of grant using the Black-Scholes option-pricing
        model with weighted average assumptions for grants as follows:


        Risk free interest rate                                        5.33%
        Expected lives (years)                                  7 - 10 years
        Expected volatility                                           42.56%
        Dividend per unit                                              $0.05

        No stock options were granted subsequent to December 31, 2002.


    8.  DISTRIBUTABLE INCOME AND PER UNIT INFORMATION

        Distributable cash per unit

        Boardwalk REIT makes distributions to unitholders on a monthly basis
        on or about the 15th day of the following month, except December. On
        December 31, Boardwalk REIT makes a distribution for the month of
        December.

        Net earnings, subsequent to Boardwalk REIT conversion    $       869
        Add:
          Amortization                                                13,665
          Amortization of deferred financing costs incurred
           prior to May 3, 2004                                          459
        Deduct:
          Future income tax recovery                                     (85)
          Amortization of net premium on long-term debt
           assumed after May 2, 2004                                     (17)
        ---------------------------------------------------------------------

        Distributable income                                     $    14,891
        Distribution paid to unitholders                         $    10,940

        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Weighted average units outstanding
         - basic and diluted                                      53,159,181
        Distributable income earned per unit                     $     0.280
        Actual distributions declared per unit                   $     0.206
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


        Earnings per unit
                                                       6 months     6 months
                                                          ended        ended
                                                        June 30,     June 30,
                                                           2004         2003
                                                    -------------------------
        Numerator
          Earnings from continuing operations       $     1,754  $     3,322
          Earnings from discontinued operations               -  $       751
        ---------------------------------------------------------------------
        Denominator
          Denominator for basic earnings per unit
           - weighted average units (THOUSANDS)          52,395       50,225
        ---------------------------------------------------------------------
          Effect of dilutive units
          Units issued in respect of long-term
           incentive plan (THOUSANDS)                         -          521
          Denominator for diluted earnings per unit
           adjusted for weighted average shares and
           assumed conversion (THOUSANDS)                52,395       50,746
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Earnings per unit from
         continuing operations
          Basic                                     $      0.03  $      0.07
          Diluted                                   $      0.03  $      0.07
        ---------------------------------------------------------------------
        Earnings per unit from
         discontinued operations
          Basic                                     $      0.00  $      0.01
          Diluted                                   $      0.00  $      0.01
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


    9.  INCOME TAXES

        Boardwalk REIT is a "mutual fund trust" as defined under the Income
        Tax Act (Canada) and accordingly is not taxable on its income to the
        extent that its income is distributed to its unitholders. This
        exemption does not extend to the corporate subsidiaries of Boardwalk
        REIT that are subject to income tax. Total future income tax recovery
        for the six-month ended June 30, 2004 combines the results of
        Boardwalk Equities Inc. prior to May 3, 2004 with the results of
        Boardwalk REIT subsequent to May 2, 2004. The adjustment for change
        in effective tax rate reflects the reduction of the current combined
        federal and provincial substantially enacted rate in the province of
        Alberta.

                            January 1,       May 3,    6 months     6 months
                                 2004         2004        ended        ended
                             to May 2,  to June 30,     June 30,     June 30,
                                 2004         2004         2004         2003
                          ---------------------------------------------------
        Continuing
         operations       $    (1,291) $       (85) $    (1,376) $     3,555
        Discontinued
         operations                 -            -            -          329
        ---------------------------------------------------------------------

        Total future
         income taxes
         (recovery)       $    (1,291) $       (85) $    (1,376) $     3,884
                          ---------------------------------------------------
                          ---------------------------------------------------


        Future income taxes (recovery) consist of the following:

                                                       6 months     6 months
                                                          ended        ended
                                                        June 30,     June 30,
                                                           2004         2003
                                                    -------------------------
        Tax expense based on expected rate          $       201  $     3,785
        Non-taxable portion of capital gains                  -         (223)
        Adjustment to future income tax liabilities         (26)         916
        Adjustment for change in effective tax rate      (1,551)        (594)
        ---------------------------------------------------------------------
        Future income taxes (recovery)              $    (1,376) $     3,884
                                                    -------------------------
                                                    -------------------------

        The future income tax asset (liability) is calculated as follows:

        AS AT                                           June 30, December 31,
                                                           2004         2003
                                                    -------------------------

        Tax assets related to operating losses      $       675  $    77,354
        Tax liabilities related to differences
         in tax and book basis                             (451)    (152,119)
        ---------------------------------------------------------------------
        Future income tax asset (liability)         $       224  $   (74,765)
                                                    -------------------------
                                                    -------------------------


    10. COMMITMENTS AND CONTINGENCIES

        At June 30, 2004, Boardwalk REIT has long-term physical supply
        arrangements with two electrical utility companies to supply it with
        its electrical power needs for Alberta for the next sixteen to thirty
        months at a blended rate of approximately $0.066/kwh. These
        agreements provide that Boardwalk REIT purchase its power for all
        Alberta properties under contract for the upcoming months.

        Boardwalk REIT also has two physical settlement fixed-price supply
        contracts for Alberta natural gas requirements. These contracts fix
        the price of natural gas for 75% of its requirements in Alberta. The
        two contracts are for physical settlement, and each represents
        approximately 37.5% of Boardwalk REIT's Alberta requirements. The
        first of these contracts runs from January 1, 2003 to September 30,
        2004 and provides the commodity at a price of $5.44/GJ. The second
        contract runs from October 1, 2003 to September 30, 2005 and provides
        the commodity at a price of $6.16/GJ.

        In Saskatchewan, Boardwalk REIT has a physical supply agreement to
        supply 100% of its natural gas requirements for that province. The
        agreement extends until October 31, 2005 at a fixed price of
        $5.20/GJ.

        In Eastern Canada, Boardwalk REIT has procured approximately 75% of
        its gas usage requirements under two physical fixed-price supply
        contracts until the fall, priced near $6.00/GJ.

        Beginning in November 2003, the Alberta government implemented a
        natural gas rebate program covering the winter usage months of
        November thru March. This program will be in effect for a remaining
        thirty-three month term ending March 31, 2006. The rebate program
        becomes active when the natural gas consumer price exceeds $5.50/GJ
        for any individual winter usage month. There was no rebate for
        November and December 2003. For January to March 2004, Boardwalk
        REIT's predecessor was eligible for an estimated rebate of $812,000.


    11. GUARANTEES

        In the normal course of business, various agreements may be entered
        that may contain features that meet the AcG-14 definition of a
        guarantee. AcG-14 defines a guarantee to be a contract (including an
        indemnity) that contingently requires an entity to make payments to
        the guaranteed party based on (i) changes in an underlying interest
        rate, foreign exchange rate, equity or commodity instrument, index or
        other variable, that is related to an asset, a liability or an equity
        security of the counterparty, (ii) failure of another party to
        perform under an obligating agreement or (iii) failure of a third
        party to pay its indebtedness when due.

        In connection with the sales of properties, a mortgage assumed by the
        purchaser will have an indirect guarantee provided to the lender
        until the mortgage is refinanced by the purchaser. In the event of
        default by the purchaser, the seller would be liable for the
        outstanding mortgage balance. Boardwalk REIT's maximum exposure at
        June 30, 2004 is approximately $6.1 million. In the event of default,
        Boardwalk REIT's recourse for recovery includes the sale of the
        respective building asset. Boardwalk REIT expects that the proceeds
        from the sale of the building asset will cover, and in most
        likelihood exceed, the maximum potential liability associated with
        the amount being guaranteed. Therefore, at June 30, 2004, no amounts
        have been recorded in the consolidated financial statements with
        respect to the above noted indirect guarantees.


    12. SEGMENTED INFORMATION

        Boardwalk REIT specializes in multi-family residential housing and
        operates primarily within one business segment in four provinces
        located in Canada. The following summary presents segmented financial
        information for Boardwalk REIT's business by geographic location, and
        reflects the activities of Boardwalk Equities Inc. for the period
        from January 1, 2004 to May 2, 2004 or from April 1, 2004 to May 2,
        2004 combined with the activities of Boardwalk REIT for the period
        from May 3, 2004 to June 30, 2004. The comparative figures represent
        the activities of Boardwalk Equities Inc.

                             3 months     3 months     6 months     6 months
                                ended        ended        ended        ended
                              June 30,     June 30,     June 30,     June 30,
                                 2004         2003         2004         2003
                          ---------------------------------------------------
        Alberta
          Revenue         $    37,792  $    37,885  $    75,876  $    75,528
                          ---------------------------------------------------
          Expenses
            Operating           3,552        4,652        8,197        9,368
            Utilities           4,634        4,510       10,217        9,826
            Property taxes      2,741        2,738        5,435        5,643
        ---------------------------------------------------------------------
                               10,927       11,900       23,849       24,837
                          ---------------------------------------------------
          Net operating
           income         $    26,865  $    25,985  $    52,027  $    50,691
                          ---------------------------------------------------

        Saskatchewan
          Revenue         $     8,482  $     8,389  $    17,110  $    16,843
                          ---------------------------------------------------
          Expenses
            Operating           1,040        1,004        2,116        2,161
            Utilities             909          841        2,425        2,073
            Property taxes      1,118        1,200        2,235        2,399
        ---------------------------------------------------------------------
                                3,067        3,045        6,776        6,633
                          ---------------------------------------------------
          Net operating
           income         $     5,415  $     5,344  $    10,334  $    10,210
                          ---------------------------------------------------

        Ontario
          Revenue         $     8,891  $     8,683  $    17,865  $    17,220
                          ---------------------------------------------------
          Expenses
            Operating             964        1,170        2,065        2,446
            Utilities           1,237        1,367        2,926        3,344
            Property taxes      1,445        1,353        2,947        2,704
        ---------------------------------------------------------------------
                                3,646        3,890        7,938        8,494
                          ---------------------------------------------------
          Net operating
           income         $     5,245  $     4,793  $     9,927  $     8,726
                          ---------------------------------------------------

        Quebec
          Revenue         $    14,620  $    11,454  $    28,459  $    22,004
                          ---------------------------------------------------
          Expenses
            Operating           1,504        1,203        3,024        2,324
            Utilities           1,580        1,340        4,211        2,959
            Property taxes      1,474        1,095        2,893        2,130
        ---------------------------------------------------------------------
                                4,558        3,638       10,128        7,413
                          ---------------------------------------------------
          Net operating
           income         $    10,062  $     7,816  $    18,331  $    14,591
                          ---------------------------------------------------


        Total
          Net operating
           income         $    47,587  $    43,938  $    90,619  $    84,218
          Unallocated
           revenue(x)             255          348          555        3,912
          Unallocated
           expenses(xx)       (44,861)     (41,731)     (89,420)     (84,057)
        ---------------------------------------------------------------------
          Net earnings for
           the period     $     2,981  $     2,555  $     1,754  $     4,073
                          ---------------------------------------------------
                          ---------------------------------------------------

        AS AT
                                                        June 30, December 31,
                                                           2004         2003
                                                    -------------------------
        Alberta
          Identifiable assets
            Revenue producing properties            $   951,688  $   969,196
            Mortgages and accounts receivable             6,167        8,338
            Deferred financing costs                     24,729       26,621
            Tenants' security deposit                     5,519        5,674
                                                    -------------------------
                                                    $   988,103  $ 1,009,829
                                                    -------------------------

        Saskatchewan
          Identifiable assets
            Revenue producing properties            $   176,397  $   178,867
            Mortgages and accounts receivable                77           11
            Deferred financing costs                      4,440        4,585
            Tenants' security deposits                    1,161        1,097
                                                    -------------------------
                                                    $   182,075  $   184,560
                                                    -------------------------

        Ontario
          Identifiable assets
            Revenue producing properties            $   214,703  $   215,428
            Mortgages and accounts receivable               253          250
            Deferred financing costs                      2,671        2,709
                                                    -------------------------
                                                    $   217,627  $   218,387
                                                    -------------------------

        Quebec
          Identifiable assets
            Revenue producing properties            $   378,899  $   342,364
            Mortgages and accounts receivable             4,691        4,425
            Deferred financing costs                      5,727        4,102
                                                    -------------------------
                                                    $   389,317  $   350,891
                                                    -------------------------

        Total assets
          Identifiable assets                       $ 1,777,122  $ 1,763,667
          Unallocated assets(xxx)                        60,718       39,713
                                                    -------------------------
                                                    $ 1,837,840  $ 1,803,380
                                                    -------------------------
                                                    -------------------------

        (x)   Unallocated revenue includes property sales, interest income,
              revenue from discontinued operations and other non-rental
              income.

        (xx)  Unallocated expenses include cost of property sales, operating
              expenses from discontinued operations, non-rental operating
              expenses, administration, financing costs, amortization, income
              taxes and other provisions.

        (xxx) Unallocated assets include properties held for development,
              cash, short-term investments and other assets.


For further information please contact:

Boardwalk REIT

Sam Kolias, 
President and CEO, 
(403) 531-9255;

Roberto Geremia, 
Senior Vice President, Finance
and Chief Financial Officer, 
(403) 531-9255;

Paul Moon, 
Director of Corporate Communications, 
(403) 531-9255.


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