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2004 Boardwalk REIT Press Release

Boardwalk Rental Communities



TSX SYMBOL:  BEI.UN
				 
November 15, 2004

Boardwalk REIT Announces Record Third Quarter Results
13% Increase In FFO From Continuing Operations In Third Quarter
Announces Increase In November 2004 Monthly Distribution

2004 Q3 Press ReleaseDOWNLOAD Q3-2004 November 15, 2004 PRESS RELEASE (Printer Friendly PDF File - 178 Kb)

2004 Q3 Supplemental NotesSUPPLEMENTAL NOTES - Q3-2004 (Printer Friendly PDF File - 954 Kb)

Calgary, Alberta – November 15, 2004

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


Boardwalk Real Estate Investment Trust ("Boardwalk REIT" or the "Trust") today announced its financial results for the three and nine-month periods ending September 30, 2004. These results reflect the activities of Boardwalk Equities Inc. ("BEI") and Boardwalk REIT for the period January 1, 2004 to September 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 third quarter ended September 30, 2004, the Trust reported funds from operations ("FFO") from continuing operations of $22.2 million and FFO per unit of $0.42 on a diluted basis, compared to FFO of $19.7 million and FFO per unit of $0.39 for the same period last year. Distributable income ("DI") was $22.9 million and DI per unit was $0.43 on a diluted basis, compared to DI of $20.5 million and DI per unit of $0.40 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 from continuing operations and adding back amortization on any deferred financing charges incurred prior to May 3, 2004 as well as adjusting for any discounts or premiums relating to the amortization of mark-to-market debt adjustment incurred subsequent to the conversion date of May 3, 2004. Highlights for the three-month period ended September 30, 2004 include: - Rental revenues of $70.4 million, an increase of 2.5% compared to $68.7 million for the three-month period ended September 30, 2003. - Net operating income of $48.0 million, a 3.2% increase from $46.5 million in the same period last year. - FFO from continuing operations, which excludes gains on property dispositions, of $22.2 million, an increase of 12.7% compared to $19.7 million for the three-month period ended September 30, 2003. - FFO from continuing operations per unit of $0.42 on a diluted basis, an increase of 7.7% compared to $0.39 for the three-month period ended September 30, 2003. - DI from continued operations was $0.43 per unit, an increase of 7.5% compared to $0.40 for the three months ended September 30, 2003. - Net income of $3.2 million, a 37.3% decrease compared to $5.1 million in the same period last year. Earnings per unit from continuing operations of $0.06 compared to $0.10 in the third quarter of last year. The decrease is the result of a prospective application of a change in accounting policy with respect to the depreciation of our building assets. Highlights for the nine-month period ended September 30, 2004 include: - Rental revenues of $210.2 million, an increase of 4.5% compared to $201.1 million for the nine-month period ended September 30, 2003. - Net operating income of $138.1 million, a 5.1% increase from $131.4 million in the same period last year. - FFO from continuing operations, which excludes gains on property dispositions, of $59.6 million, an increase of 16.4% compared to $51.2 million for the nine-month period ended September 30, 2003. - FFO from continuing operations per unit of $1.13 on a diluted basis, an increase of 11.9% compared to $1.01 for the nine-month period ended September 30, 2003. - DI from continued operations was $1.17 per unit, an increase of 10.4% compared to $1.06 for the nine months ended September 30, 2003. - Net income of $5.0 million, a 45.7% decrease compared to $9.2 million in the same period last year. Earnings per unit from continuing operations of $0.09 compared to $0.17 in the first nine months of last year. The decrease is the result of a prospective application of a change in accounting policy with respect to the depreciation of our building assets.

Sam Kolias, Boardwalk REIT's President and Chief Executive Officer, stated, "We are pleased to deliver another record quarter despite challenging yet recovering multi-family market fundamentals. With interest rates still low and the new supply of homes and condominiums still high, we believe it is a reflection of our team's continued high performance. Recent reports from CMHC and other financial agencies indicate that the housing market will continue to move towards a balanced state into 2005 and beyond. Historically high new housing starts and resale activity will moderate in the coming quarters as increasing construction, mortgage and carrying costs will further erode affordability for home-buying consumers. On the demand side, further job creation and in-migration for Alberta, our largest market, will continue its positive trend as the province leads the country in economic growth into 2005.

"As shown in our latest results, we have made substantial gains on our month-to-month portfolio occupancy levels. October 2004 occupancy was recorded at 96.1% compared to 94.2% in August 2004, an increase of 190 bps. Overall average monthly turnover is decreasing. This decrease in turnover can be seen in Calgary and in our smaller Alberta markets such as Fort McMurray and Grande Prairie, and reflects the ongoing positive economic growth in the province. Our record quarter includes a significant increase in property taxes in Edmonton, approximately $1.1M or $0.02 per unit, as was anticipated and discussed in prior conference calls. Our Edmonton portfolio continues to face competition from a heavy supply of new condominiums and homes. Revenue in Edmonton was down approximately 2.2% for the quarter and down 0.3% for the nine-month period. Saskatchewan markets continue to be stable with Saskatoon showing some signs of weakness from the oversupply of condos and Regina remaining firm. In Ontario, rental revenues from our London properties continue to improve while Windsor is down slightly as a result of the oversupply of new condominiums and homes. Our Quebec markets are continuing to show strength, albeit at a slower pace due to new competition from new condominiums and homes.

"Overall, our diversity continues to deliver firm revenues from our entire portfolio. We remain committed to delivering sustainable long-term value for our unitholders now and into the New Year."

Operational Highlights

The average vacancy rate across Boardwalk REIT's portfolio for the period ended September 30, 2004 was 5.48%, down from 5.67% in the second quarter of 2004 and up from 3.66% in the third quarter of last year. The average monthly rent realized in the first nine months of 2004 was $737 per unit, up $8, or 1.1%, from $729 per unit for the nine-month period ended September 30, 2003. Management estimates that market rents for its properties at the end of September 2004 averaged $801 per unit per month which compares to an average in-place monthly rent per occupied unit of $779 for the nine-month period ended September 30, 2004. This translates into an estimated "loss-to-lease" of approximately $8.1 million, or $0.15 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 September 30, 2004 showed flat rental growth, a decrease in operating expenses of 2.0% and an increase in NOI of 1.0% compared to the same period last year. The "same-property" results for the nine-month period ended September 30, 2004 showed rental growth of 1.0%, a decrease in operating expenses of 3.5% and an increase in NOI of 3.4% 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 28,927 units, representing approximately 91% of Boardwalk REIT's total portfolio, were classified as stabilized as at September 30, 2004.

    

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

                               Rental        Total
                             Revenues     Expenses          NOI     % of NOI
    -------------------------------------------------------------------------
    Calgary                      -1.2%        -7.8%         1.3%          20%
    Edmonton                     -2.3%         2.4%        -4.3%          35%
    Other Alberta                 5.5%       -21.5%        18.5%           6%
    Saskatchewan                  0.5%       -11.8%         7.3%          13%
    Ontario                       3.0%         1.7%         3.9%          12%
    Quebec                        2.5%         8.4%         0.0%          14%
    -------------------------------------------------------------------------
    Total                         0.0%        -2.0%         1.0%         100%
    -------------------------------------------------------------------------
                             ------------------------------------------------

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


    Same-Property Results - Stabilized Portfolio
    Nine Months Ended September 30, 2004 vs.
     Nine Months Ended September 30, 2003
    -------------------------------------------------------------------------

                               Rental        Total
                             Revenues     Expenses          NOI     % of NOI
    -------------------------------------------------------------------------

    Calgary                      -0.5%        -4.7%         1.2%          20%
    Edmonton                     -0.6%        -1.8%        -0.1%          36%
    Other Alberta                 4.7%       -12.7%        13.4%           6%
    Saskatchewan                  1.2%        -2.2%         3.3%          12%
    Ontario                       3.5%        -4.1%        10.2%          12%
    Quebec                        3.7%        -3.3%         7.1%          14%
    -------------------------------------------------------------------------
    Total                         1.0%        -3.5%         3.4%         100%
    -------------------------------------------------------------------------
                             ------------------------------------------------

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


    Acquisition Activity

Subsequent to September 30, 2004, Boardwalk REIT added to its Quebec and Ontario portfolio by purchasing an additional 266 units. A total of 168 of these units are located in the Montreal market place, with 98 units located in Windsor, Ontario.

  • Le Bienville - Montreal (Longueuil), QC - a 168 unit apartment property consisting of two walk-up style wood-frame buildings with brick exterior. The property was purchased at an acquisition price of $7.1 million using cash on hand. The purchase price equates to approximately $42,300 per unit and approximately $61.4 per rentable square foot. The transaction had a going-in cap rate of 8.31% and closed on October 14, 2004.
  • Tecumseh Eastview Apartments - Windsor (Tecumseh), ON - a 7-storey concrete high-rise property consisting of 26 one-bedrooms and 72 two- bedrooms for a total of 98 apartment units. The property was purchased for $6.6 million, which equates to approximately $67,300 per unit and approximately $92.1 per rentable square foot. The purchase was funded by a combination of cash on hand and the assumption of an existing mortgage of $2.0 million with a fixed interest rate of 6.28% due in December 2005. The going-in cap rate on the acquisition was approximately 8.08%, and the transaction closed on October 29, 2004.

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 totaled $1.41 billion as at September 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 nine months of the year. As of September 30, 2004, Boardwalk REIT's debt had an average maturity of 3.8 years with a weighted average interest rate of 5.49%. Boardwalk REIT's debt-to-total-market-capitalization ratio was 60.9% as at September 30, 2004, which compares to 64.1% for BEI at the same time last year.

Boardwalk REIT's interest coverage ratio, excluding gains, for the three- month period ended September 30, 2004 was 2.2 times compared to 2.1 times in the same period last year.

2004 Earnings Guidance

Commenting on the Trust's outlook, Rob Geremia, Senior Vice President, Finance and CFO, stated, "Although we have reported slightly better than expected operating results for the first nine months of 2004, we continue to be cautious for the remainder of the year. However, given the new results, we are narrowing our 2004 guidance for FFO and distributable income to $1.40 to $1.44 and $1.46 to $1.49 respectively, from the previous forecast of FFO and distributable income of $1.37 to $1.44 and $1.43 to 1.49, respectively. The forecast assumptions for 2004 are based on new acquisitions at slightly below the targeted range of between 1,000 to 2,000 units and stabilized NOI growth of between 1.0% and 2.0%."

2005 Earnings Guidance

"For 2005, we are introducing our guidance for FFO and distributable income of between $1.42 to $1.49 and $1.46 to $1.53, respectively. These forecasts are based on the assumptions of approximately 0.0% to 1.0% stabilized NOI growth and new acquisitions of between 1,000 to 2,000 new units for the year."

November 2004 Monthly Distribution

Boardwalk REIT announces that it has increased its monthly cash distributions by 1.6%, to $0.105 per trust unit, or $1.26 per trust unit per year (up from $1.24 per trust unit per year). The Trust has declared a cash distribution of $0.105 per trust unit for the month of November, 2004. The November distribution will be payable on December 15, 2004 to unitholders of record on November 30, 2004.

To encourage participation and reward unitholders, investors registered in the Distribution Reinvestment Plan ("DRIP") will continue to receive a "bonus" distribution of additional Trust Units representing 3% of the amount of their cash distributions reinvested pursuant to the Plan. A full copy of the DRIP can be found on Trust's website at www.boardwalkREIT.com.

Supplementary Information

Boardwalk REIT produces quarterly supplemental information that provides detailed information regarding its activities during the quarter. The third 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 ET. Senior management will speak to the financial results and provide an update. Presentation materials will be made available on our website (www.boardwalkreit.com) prior to the call.

Teleconference: The telephone numbers for the conference are: 416-640-4127 (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=927300.

Replay: An audio recording of the teleconference will be available from 1:00pm ET on November 15, 2004 until 11:59pm ET on November 22, 2004. You can access it by dialing 416-640-1917 and using the passcode 21097043 followed by 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 32,000 units totaling 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                                        September 30,   December 31,
                                                         2004           2003
                                                 ----------------------------
    Assets

    Revenue producing properties                   $1,721,196     $1,713,171
    Properties held for resale                          7,800          7,493
    Deferred financing costs                           38,779         38,044
    Other assets                                       16,566         14,652
    Future income taxes (NOTE 9)                          461              -
    Mortgages and accounts receivable                   5,809         13,126
    Segregated tenants' security deposits               6,709          6,771
    Cash and cash equivalents                          17,148         10,123
    -------------------------------------------------------------------------
                                                   $1,814,468     $1,803,380
                                                 ----------------------------
                                                 ----------------------------

    Liabilities

    Mortgages payable                              $1,408,082     $1,387,067
    Accounts payable and accrued liabilities           23,569         19,801
    Refundable tenants' security deposits and
     other                                              9,848          9,730
    Capital lease obligations                             145          3,515
    Future income taxes (NOTE 9)                            -         74,765
    -------------------------------------------------------------------------
                                                   $1,441,644     $1,494,878
                                                 ----------------------------

    Unitholders' Equity

    Unitholders' capital (NOTE 7)                     293,992        275,509
    Accumulated earnings                               78,832         32,993
    -------------------------------------------------------------------------
                                                   $  372,824     $  308,502
    -------------------------------------------------------------------------
                                                   $1,814,468     $1,803,380
                                                 ----------------------------
                                                 ----------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF EARNINGS
    INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 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       9 months       9 months
                          ended          ended          ended          ended
                   September 30,  September 30,  September 30,  September 30,
                           2004           2003           2004           2003
                   ----------------------------------------------------------
                                          NOTES 2 and 4

    Revenue
      Rental income  $   70,369     $   68,717     $  210,234     $  201,099
                   ----------------------------------------------------------

    Expenses
      Revenue
       producing
       properties:
        Operating
         expenses         8,214          8,624         24,516         25,003
        Utilities         6,025          6,851         26,712         25,145
        Utility
         rebate
         (NOTE 10)            -              -           (812)             -
        Property
         taxes            8,170          6,702         21,699         19,591
      Administration      5,715          5,857         17,678         17,535
      Financing
       costs             19,062         19,391         57,217         57,366
      Deferred
       financing
       costs
       amortization         683            732          2,208          2,565
      Amortization
       (NOTE 3)          19,256         12,973         56,194         37,590
    -------------------------------------------------------------------------
                         67,125         61,130        205,412        184,795
                   ----------------------------------------------------------

    Earnings from
     continuing
     operations
     before income
     taxes                3,244          7,587          4,822         16,304

      Large
       corporations
       taxes                255            828          1,455          2,668
      Future income
       taxes
       (recovery)
       (NOTE 9)            (237)         1,614         (1,613)         5,169
    -------------------------------------------------------------------------

    Earnings from
     continuing
     operations           3,226          5,145          4,980          8,467

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

    Net earnings
     for the period  $    3,226     $    5,145     $    4,980     $    9,218
                   ----------------------------------------------------------
                   ----------------------------------------------------------

    Basic earnings
     per unit
     (NOTE 8)
      - from
        continuing
        operations   $     0.06     $     0.10     $     0.09     $     0.17
      - from
        discontinued
        operations            -              -              -           0.01
    -------------------------------------------------------------------------
    Basic earnings
     per unit        $     0.06     $     0.10     $     0.09     $     0.18
                   ----------------------------------------------------------
                   ----------------------------------------------------------

    Diluted
     earnings per
     unit (NOTE 8)
      - from
        continuing
        operations   $     0.06     $     0.10     $     0.09     $     0.17
      - from
        discontinued
        operations            -              -              -           0.01
    -------------------------------------------------------------------------
    Diluted
     earnings
     per unit        $     0.06     $     0.10     $     0.09     $     0.18
                   ----------------------------------------------------------
                   ----------------------------------------------------------
    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF ACCUMULATED EARNINGS
    (CDN$ THOUSANDS)
    (Unaudited)
                                                     9 months       9 months
                                                        ended          ended
                                                 September 30,  September 30,
                                                         2004           2003
                                                 ----------------------------

    Accumulated earnings, beginning of period      $   32,993     $   35,229
      Net earnings for the period                       4,980          9,218
      Distributions on units                          (31,297)        (5,795)
      Premium on unit repurchases (stock
       repurchases pre May 3, 2004)                    (1,397)          (392)
      Elimination of future income taxes on
       conversion to trust (NOTE 2)                    73,553              -
    -------------------------------------------------------------------------
    Accumulated earnings, end of period            $   78,832     $   38,260
                                                 ----------------------------
                                                 ----------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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

    (CDN$ THOUSANDS)
    (Unaudited)

                       3 months       3 months       9 months       9 months
                          ended          ended          ended          ended
                   September 30,  September 30,  September 30,  September 30,
                           2004           2003           2004           2003
                   ----------------------------------------------------------
                                          NOTES 2 and 4

    Operating
     activities
      Net earnings
       for the
       period        $    3,226     $    5,145     $    4,980     $    9,218
      Earnings from
       discontinued
       operations,
       net of tax             -              -              -           (751)
      Future income
       taxes
       (recovery)          (237)         1,614         (1,613)         5,169
      Amortization       19,256         12,973         56,194         37,590
    -------------------------------------------------------------------------
      Funds from
       continuing
       operations        22,245         19,732         59,561         51,226

      Funds from
       discontinued
       operations             -              -              -             33

      Net change in
       operating
       working
       capital            1,089            592          7,330            916
      Net change in
       properties
       held for
       resale              (105)          (123)          (307)         1,549
    -------------------------------------------------------------------------
      Total
       operating
       cash flows        23,229         20,201         66,584         53,724
                   ----------------------------------------------------------

    Financing
     activities
      Issue of
       trust units
       (net of
       issue costs)
       (NOTE 7)             127            601         28,769          4,614
      Restructuring
       costs             (1,020)             -         (9,520)             -
      Unit
       repurchase
       program
       (stock
       repurchase
       program pre
       May 3, 2004)        (156)             -           (766)          (628)
      Distributions
       paid             (16,419)        (3,785)       (31,297)        (5,795)
      Financing of
       revenue
       producing
       properties        25,485         60,954         95,340        149,818
      Repayment of
       debt on
       revenue
       producing
       properties       (26,173)       (39,578)       (92,646)      (115,364)
      Capital lease
       obligations       (2,786)          (274)        (3,370)          (803)
      Deferred
       financing
       costs incurred
       (net of
       amortization)      1,827         (1,808)        (1,140)        (2,745)
    -------------------------------------------------------------------------
                        (19,115)        16,110        (14,630)        29,097
                   ----------------------------------------------------------

    Investing
     activities
      Purchases of
       revenue
       producing
       properties
       (NOTE 5)               -        (22,296)       (22,263)       (68,831)
      Project
       improvements
       to revenue
       producing
       properties       (10,101)       (15,427)       (22,126)       (38,726)
      Net cash
       proceeds from
       sale of
       properties             -              -              -          1,223
      Technology for
       real estate
       operations          (258)           323           (540)           (86)
    -------------------------------------------------------------------------
                        (10,359)       (37,400)       (44,929)      (106,420)
                   ----------------------------------------------------------

    Net increase
     (decrease) in
     cash and cash
     equivalents
     balance during
     period              (6,245)        (1,089)         7,025        (23,599)

    Cash and cash
     equivalents,
     beginning of
     period              23,393          1,121         10,123         23,631

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

    Cash and cash
     equivalents,
     end of period   $   17,148     $       32     $   17,148     $       32
                   ----------------------------------------------------------
                   ----------------------------------------------------------

    Supplementary
     cash flow
     information:
    Taxes paid       $      425     $      832     $    1,667     $    2,566
    Interest paid    $   18,934     $   18,928     $   57,225     $   57,016

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

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    THREE AND NINE MONTHS ENDED SEPTEMBER 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
        September 30, 2004 reflect the activities of Boardwalk REIT. The
        statements of earnings and cash flows for the nine months ended
        September 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
        September 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 nine
        months ended September 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 $14.8 million and an increase to net
        earnings of approximately $9.8 million for the nine-month period
        ended September 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 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 nine-month period ended
        September 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,      9 months
                                       2004 to        2004 to          ended
                                         May 2,  September 30,  September 30,
                                          2004           2004           2004
                                    -----------------------------------------
        Revenue
          Rental income             $   93,108     $  117,126     $  210,234

                                    -----------------------------------------
        Expenses
          Revenue producing
           properties:
            Operating expenses          11,429         13,087         24,516
            Utilities                   15,965         10,747         26,712
            Utility rebate                (812)             -           (812)
            Property taxes               9,000         12,699         21,699

          Administration                 7,720          9,958         17,678
          Financing costs               24,856         32,361         57,217
          Deferred financing costs
           amortization                  1,051          1,157          2,208
          Amortization                  23,273         32,921         56,194
        ---------------------------------------------------------------------
                                        92,482        112,930        205,412
                                    -----------------------------------------

        Earnings from continuing
         operations before income
         taxes                             626          4,196          4,822

          Large corporations taxes       1,032            423          1,455
          Future income tax recovery    (1,291)          (322)        (1,613)
        ---------------------------------------------------------------------

        Earnings from continuing
         operations                        885          4,095          4,980

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

        Net earnings for the period $      885     $    4,095     $    4,980
                                    -----------------------------------------
                                    -----------------------------------------

        Basic earnings per unit
          - from continuing
            operations              $     0.02     $     0.07     $     0.09
          - from discontinued
            operations                       -              -              -
        ---------------------------------------------------------------------
        Basic earnings per unit     $     0.02     $     0.07     $     0.09

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

        Diluted earnings per unit
          - from continuing
            operations              $     0.02     $     0.07     $     0.09
          - from discontinued
            operations                       -              -              -
        ---------------------------------------------------------------------
        Diluted earnings per unit   $     0.02     $     0.07     $     0.09

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



        STATEMENT OF CASH FLOWS      January 1,         May 3,      9 months
                                       2004 to        2004 to          ended
                                         May 2,  September 30,  September 30,
                                          2004           2004           2004
                                    -----------------------------------------
        Operating activities
          Net earnings for the
           period                   $      885     $    4,095     $    4,980
          Future income tax
           recovery                     (1,291)          (322)        (1,613)
          Amortization                  23,273         32,921         56,194
        ---------------------------------------------------------------------
          Funds from continuing
           operations                   22,867         36,694         59,561

          Net change in operating
           working capital               4,075          3,255          7,330
          Net change in properties
           held for resale                (141)          (166)          (307)
        ---------------------------------------------------------------------
          Total operating cash flows    26,801         39,783         66,584
                                    -----------------------------------------

        Financing activities
          Issue of trust units (net
           of issue costs)              28,372            397         28,769
          Restructuring costs           (8,500)        (1,020)        (9,520)
          Unit repurchase program
           (stock repurchase program
           pre May 3, 2004)                  -           (766)          (766)
          Distributions paid            (3,938)       (27,359)       (31,297)
          Financing of revenue
           producing properties         47,718         47,622         95,340
          Repayment of debt on
           revenue producing
           properties                  (47,414)       (45,232)       (92,646)
          Capital lease obligations       (407)        (2,963)        (3,370)
          Deferred financing costs
           incurred (net of
           amortization)                (1,969)           829         (1,140)
        ---------------------------------------------------------------------
                                        13,862        (28,492)       (14,630)
                                    -----------------------------------------

        Investing activities
          Purchases of revenue
           producing properties         (9,174)       (13,089)       (22,263)
          Project improvements to
           revenue producing
           properties                   (7,303)       (14,823)       (22,126)
          Technology for real estate
           operations                     (461)           (79)          (540)
        ---------------------------------------------------------------------
                                       (16,938)       (27,991)       (44,929)
                                    -----------------------------------------

        Net increase (decrease) in
         cash and cash equivalents  $   23,725     $  (16,700)    $    7,025
                                    -----------------------------------------
                                    -----------------------------------------



    5.  REVENUE PRODUCING PROPERTIES

        Acquisitions

                      January 1,         May 3,      9 months       9 months
                        2004 to        2004 to          ended          ended
                          May 2,  September 30,  September 30,  September 30,
                           2004           2004           2004           2004
                     --------------------------------------------------------

        Cash paid    $    9,174     $   13,089     $   22,263     $   68,831
        Debt assumed      7,912         10,409         18,321         38,834
        ---------------------------------------------------------------------

        Total
         purchase
         price           17,086         23,498         40,584        107,665
        Fair value
         adjustments
         to debt            560            774          1,334          2,137

        Book value   $   17,646     $   24,272     $   41,918     $  109,802
                     --------------------------------------------------------
                     --------------------------------------------------------

        Allocation
         of book
         value to
         revenue
         producing
         properties  $   16,910     $   23,235     $   40,145     $  109,802
        Allocation
         of book
         value to
         other assets
         (NOTE 2 -
         Accounting
         for
         Operating
         Leases)            736          1,037          1,773              -
        ---------------------------------------------------------------------
                     $   17,646     $   24,272     $   41,918     $  109,802
                     --------------------------------------------------------
                     --------------------------------------------------------

        Units
         acquired           183            354            537          1,956
                     --------------------------------------------------------
                     --------------------------------------------------------


        Dispositions

                      January 1,         May 3,      9 months       9 months
                        2004 to        2004 to          ended          ended
                          May 2,  September 30,  September 30,  September 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 nine 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,      9 months       9 months
                        2004 to        2004 to          ended          ended
                          May 2,  September 30,  September 30,  September 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
        $9.5 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                                    (138,400)          (766)
        Units issued under dividend reinvestment
         plan                                           7,929            127
        Restructuring cost                                  -         (9,520)
                                                  ---------------------------
        Total unitholders' capital contribution     53,097,803    $  293,992
                                                  ---------------------------
                                                  ---------------------------


        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 represent 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                       48,622,803
        Special Voting Units issued to holders
         of LP Class B units                        4,475,000
                                                  ---------------------------
        Total trust units                          53,097,803     $  293,992
                                                  ---------------------------
                                                  ---------------------------


        Stock Options (Pre May 3, 2004)

        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:

                                                     9 months       9 months
                                                        ended          ended
                                                 September 30,  September 30,
                                                         2004           2003
                                                 ----------------------------

        Compensation costs                         $   (2,278)    $   (1,555)
        Net earnings
          As reported                              $    4,980     $    9,218
          Pro forma                                $    2,702     $    7,663
        Net earnings per unit
          Basic
            As reported                            $     0.09     $     0.18
            Pro forma                              $     0.05     $     0.15
          Diluted
            As reported                            $     0.09     $     0.18
            Pro forma                              $     0.05     $     0.15


        As a result Boardwalk REIT's conversion, all previously granted
        security options vested prior to May 3, 2004. Of the total of
        2,398,828 security options outstanding at December 31, 2003, a total
        of 2,345,155 security options were exercised and the balance of
        53,673 security options were cancelled. 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 security 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. The reconciliation
        of distributable income and per unit information begins with net
        earnings calculated in accordance with Canadian generally accepted
        accounting principles and as defined in the Declaration of Trust for
        Boardwalk REIT. However, distributable income and the per unit
        information are non-GAAP measures that do not have any standardized
        meaning prescribed by GAAP and, therefore, unlikely to be comparable
        to similar measures presented by other real estate companies and
        trusts.


        Net earnings, subsequent to Boardwalk REIT conversion     $    4,095
        Add:
          Amortization                                                32,921
          Amortization of deferred financing costs incurred
           prior to May 3, 2004                                        1,131
        Deduct:
          Future income tax recovery                                    (322)
          Amortization of net premium on long-term debt
           assumed after May 2, 2004                                     (52)
        ---------------------------------------------------------------------

        Distributable income                                      $   37,773
        Distribution paid to unitholders                          $   27,359

        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Weighted average units outstanding - basic and diluted    53,122,763
        Distributable income earned per unit                      $    0.711
        Actual distributions declared per unit                    $    0.515
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


        Earnings per unit

                                                     9 months       9 months
                                                        ended          ended
                                                 September 30,  September 30,
                                                         2004           2003
                                                 ----------------------------

        Numerator
          Earnings from continuing operations      $    4,980     $    8,467
          Earnings from discontinued operations             -     $      751
        ---------------------------------------------------------------------
        Denominator
          Denominator for basic earnings per unit
           - weighted average units (THOUSANDS)        52,632         50,304
        ---------------------------------------------------------------------
          Effect of dilutive units
            Units issued in respect of long-term
             incentive plan (THOUSANDS)                     -            544
          Denominator for diluted earnings per unit
           adjusted for weighted average shares
           and assumed conversion (THOUSANDS)          52,632         50,848
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Earnings per unit from
         continuing operations
          Basic                                    $     0.09     $     0.17
          Diluted                                  $     0.09     $     0.17
        ---------------------------------------------------------------------
        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 nine-month ended September 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,      9 months       9 months
                        2004 to        2004 to          ended          ended
                          May 2,  September 30,  September 30,  September 30,
                           2004           2004           2004           2003
                     --------------------------------------------------------

        Continuing
         operations  $   (1,291)    $     (322)    $   (1,613)    $    5,169
        Discontinued
         operations           -              -              -            329
        ---------------------------------------------------------------------

        Total future
         income taxes
         (recovery)  $   (1,291)    $     (322)    $   (1,613)    $    5,498
                     --------------------------------------------------------
                     --------------------------------------------------------

        Future income
         taxes (recovery)
         consists of
         the following:
                                                     9 months       9 months
                                                        ended          ended
                                                 September 30,  September 30,
                                                         2004           2003
                                                 ----------------------------

        Tax (recovery) expense based
         on expected rate                          $      (36)    $    6,451
        Non-taxable portion of capital gains                -           (223)
        Adjustment to future income tax liabilities       (26)           772
        Adjustment for change in effective tax rate    (1,551)        (1,502)
        ---------------------------------------------------------------------
        Future income taxes (recovery)             $   (1,613)    $    5,498
                                                 ----------------------------
                                                 ----------------------------


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

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

        Tax assets related to operating losses     $    1,143     $   77,354
        Tax liabilities related to differences
         in tax and book basis                           (682)      (152,119)
        ---------------------------------------------------------------------
        Future income tax asset (liability)        $      461     $  (74,765)
                                                 ----------------------------
                                                 ----------------------------


    10. COMMITMENTS AND CONTINGENCIES

        At September 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 fifteen to
        twenty-seven 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 a physical settlement fixed-price supply
        contracts for Alberta natural gas requirements. This contract fixes
        the price of natural gas for 37.5% of its requirements in Alberta.
        The contract is for physical settlement, 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 37% of
        its gas usage requirements under a physical fixed-price supply
        contract until August 2005, 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 through March. This program will be in effect for a
        remaining eighteen-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
        September 30, 2004 is approximately $6.0 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 September 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 combined with the activities of
        Boardwalk REIT for the period from May 3, 2004 to September 30, 2004.
        The segmented financial information for the three-month period ended
        September 30, 2004 reflects the activities of Boardwalk REIT. The
        comparative figures represent the activities of Boardwalk Equities
        Inc.


                       3 months       3 months       9 months       9 months
                          ended          ended          ended          ended
                   September 30,  September 30,  September 30,  September 30,
                           2004           2003           2004           2003
                   ----------------------------------------------------------
        Alberta
          Revenue    $   38,025     $   38,505     $  113,901     $  114,033
                   ----------------------------------------------------------
          Expenses
            Operating     4,084          4,783         12,281         14,151
            Utilities     3,092          3,924         14,121         13,750
            Utility
             rebates                         -           (812)             -
            Property
             taxes        3,860          2,658          9,295          8,301
        ---------------------------------------------------------------------
                         11,036         11,365         34,885         36,202
                   ----------------------------------------------------------
          Net
           operating
           income    $   26,989     $   27,140     $   79,016     $   77,831
                   ----------------------------------------------------------

        Saskatchewan
          Revenue    $    8,553     $    8,510     $   25,663     $   25,353
                   ----------------------------------------------------------
          Expenses
            Operating       998          1,165          3,114          3,327
            Utilities       568            643          2,993          2,716
            Property
             taxes        1,103          1,217          3,338          3,616
        ---------------------------------------------------------------------
                          2,669          3,025          9,445          9,659
                   ----------------------------------------------------------
          Net
           operating
           income    $    5,884     $    5,485     $   16,218     $   15,694
                   ----------------------------------------------------------

        Ontario
          Revenue    $    8,959     $    8,699     $   26,824     $   25,919
                   ----------------------------------------------------------
          Expenses
            Operating       985          1,136          3,050          3,582
            Utilities     1,242          1,077          4,168          4,421
            Property
             taxes        1,518          1,470          4,465          4,174
        ---------------------------------------------------------------------
                          3,745          3,683         11,683         12,177
                   ----------------------------------------------------------
          Net
           operating
           income    $    5,214     $    5,016     $   15,141     $   13,742
                   ----------------------------------------------------------

        Quebec
          Revenue    $   14,634     $   12,767     $   43,093     $   34,771
                   ----------------------------------------------------------
          Expenses
            Operating     1,638          1,488          4,662          3,812
            Utilities       865          1,177          5,076          4,136
            Property
             taxes        1,668          1,295          4,561          3,425
        ---------------------------------------------------------------------
                          4,171          3,960         14,299         11,373
                   ----------------------------------------------------------
          Net
           operating
           income    $   10,463     $    8,807     $   28,794     $   23,398
                   ----------------------------------------------------------


        Total
          Net
           operating
           income    $   48,550     $   46,448     $  139,169     $  130,665
          Unallocated
           revenue(x)       198            236            753          4,149
          Unallocated
           expenses(xx) (45,522)       (41,539)      (134,942)      (125,596)
        ---------------------------------------------------------------------
          Net earnings
           for the
           period    $    3,226     $    5,145     $    4,980     $    9,218
                   ----------------------------------------------------------
                   ----------------------------------------------------------


        AS AT                                    September 30,   December 31,
                                                         2004           2003
                                                 ----------------------------
        Alberta
          Identifiable assets
            Revenue producing properties           $  944,735     $  969,196
            Mortgages and accounts receivable               -          8,338
            Deferred financing costs                   24,526         26,621
            Tenants' security deposit                   5,468          5,674
                                                 ----------------------------
                                                   $  974,729     $1,009,829
                                                 ----------------------------
        Saskatchewan
          Identifiable assets
            Revenue producing properties           $  174,794     $  178,867
            Mortgages and accounts receivable               -             11
            Deferred financing costs                    4,534          4,585
            Tenants' security deposits                  1,241          1,097
                                                 ----------------------------
                                                   $  180,569     $  184,560
                                                 ----------------------------
        Ontario
          Identifiable assets
            Revenue producing properties           $  212,938     $  215,428
            Mortgages and accounts receivable             132            250
                                                 ----------------------------
            Deferred financing costs                    2,960          2,709
                                                 ----------------------------
                                                   $  216,030     $  218,387
                                                 ----------------------------
        Quebec
          Identifiable assets
            Revenue producing properties           $  377,873     $  342,364
            Mortgages and accounts receivable           4,661          4,425
            Deferred financing costs                    5,256          4,102
                                                 ----------------------------
                                                   $  387,790     $  350,891
                                                 ----------------------------
        Total assets
          Identifiable assets                      $1,759,118     $1,763,667
          Unallocated assets(xxx)                      55,350         39,713
                                                 ----------------------------
                                                   $1,814,468     $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.


    13. SUBSEQUENT EVENTS

        Subsequent to September 30, 2004, Boardwalk REIT contracted to
        acquire 266 residential units from unrelated third parties for an
        aggregate purchase price of $13.7 million. The acquisitions will be
        financed through the assumption of existing mortgages and cash.
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 32,000 units totaling 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. 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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