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2006 Boardwalk REIT Press Release

Boardwalk Rental Communities


TSX SYMBOL:  BEI.UN
				 
November 13, 2006

Boardwalk REIT Announces Solid Third Quarter 2006 Financial Results; FFO Per Unit Up 17.1% Over Same Period Last Year; Further Upward Revision in Guidance; and Increase in Annual Distributions by 17.5% to $1.48 Per Year.

2006 Q3 Press ReleaseDOWNLOAD Q3-2006 November 13, 2006 PRESS RELEASE (Printer Friendly PDF File - 85 Kb)

2006 Q3 Supplemental NotesSUPPLEMENTAL NOTES - Q3-2006 (Printer Friendly PDF File - 187 Kb)


Boardwalk Real Estate Investment Trust ("BEI.UN" - TSX)

    CALGARY, Nov. 13 /CNW/ - Boardwalk Real Estate Investment Trust
("Boardwalk REIT" or the "Trust") today announced solid financial results for
the third quarter of 2006, FFO per unit up 17.1% over same period last year;
further upward revision in guidance; and an increase in annual distributions
by 17.5% to $1.48 per year.
    For the third quarter ended September 30, 2006, the Trust reported Funds
From Operations ("FFO") of $26.9 million and FFO per unit of $0.48 on a
diluted basis, compared to FFO of $21.8 million and FFO per unit of $0.41 for
the same period last year. Distributable income ("DI") for the quarter was
$27.3 million and DI per unit was $0.49 on a diluted basis, compared to
$22.3 million and $0.42 per unit for the same period last year.
    Funds From Operations ("FFO") is a generally accepted measure of
operating performance of real estate investment trusts and companies; however,
it is a non-GAAP measure. The Trust calculates FFO by taking net earnings
after discontinued operations, adjusting for gains or losses on disposal of
discontinued operation assets and extraordinary items, and adding non-cash
expenses 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 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
real estate investment trust conversion date of May 3, 2004.

    Highlights of the Trust's third quarter 2006 financial results include:

    <<
    -   Rental revenues of $81.1 million, an increase of 8.9%, compared to
        $74.5 million for the three-month period ended September 30, 2005.

    -   Net operating income of $51.6 million, representing a 10.3% increase,
        from $46.8 million in the same period last year.

    -   FFO of $26.9 million, an increase of 23.4%, compared to $21.8 million
        for the three-month period ended September 30, 2005.

    -   FFO per unit was $0.48 on a diluted basis, up 17.1%, compared to
        $0.41 for the three-month period ended September 30, 2005.

    -   DI was $0.49 per unit, up 16.7%, from $0.42 for the three months
        ended September 30, 2005.
    >>

    Commenting on the Trust's Q3 2006 results, Sam Kolias, President and
C.E.O., said
    "We are pleased to report a strong third quarter for our Trust. Excellent
market fundamentals aligned to produce positive effects on the Alberta rental
market. After the strong summer we just enjoyed, our Trust is positioned to
end 2006 on a high note. We anticipate a solid winter and remain confident in
meeting or exceeding the majority of objectives detailed in our 2005 Annual
Report.
    "The rental market remains robust in Alberta, as substantial net
provincial in-migration, high home prices, exceptional industry growth and
record low unemployment combine to generate solid demand. Our Alberta market,
which makes up in excess of 50% of our total portfolio, saw its already low
vacancy decrease still further through the third quarter."
    "Current average monthly market rents in Alberta increased by
approximately $328 in the first nine months of 2006, from $817 as at
December 31, 2005, to $1,145 at September 30, 2006. Even as rents increase,
however, the gap between home and condominium ownership costs versus the cost
of renting continues to widen still further, pricing many would-be homeowners
out of the market. Given the 45% gains in house purchase prices seen across
Alberta in the past year, rental rate increases prove to be substantially more
affordable than home purchase. In fact, increasing home purchase prices make
renting the best value in accommodation available in Alberta today. These
market fundamentals continue to bode well for Boardwalk's future."
    "At all times, we remember that our customers are the cornerstone of our
business. We are committed to pursuing a balance between profitability and
customer relationship. Developing long-term, positive associations with our
customers ensures corporate sustainability into the future. While we are
certainly pleased to benefit from the Alberta market's increased rental rate
capacity, we stand by our internal, customer-focused rental rate policies.
However, given that approximately 50% of our suites turn over each year and
new leases are signed at market rents, revenues are on a solid foundation for
continued growth."
    "This quarter's positive results can be attributed to our superior
operating platform; our on-going focus on developing a sustainable portfolio;
and the continued strength and improvement in many of our major rental markets
across the country. Our diversification into 18 markets across five provinces
strengthens our long-term viability and market resiliency. Currently, our
Alberta markets are receiving the bulk of stakeholder interest due to their
exceptionally positive financial and operating results. However, the remaining
49% of our units, which continue to perform as per expectations, are equally
important as they provide necessary diversification and strength to greatly
enhance the Trust's viability over the long-term."

    <<
    Operational Highlights

    The average vacancy rate across the Trust's portfolio for the third
quarter of 2006 was 3.73%, down from 3.87% in the second quarter of 2006, and
down from 4.57% compared to the same period last year.
    The average monthly rent on our entire portfolio realized in the third
quarter of 2006 was $797 per rental unit, up $46 from $751 per rental unit for
the same period last year.
    The average market rent for the Trust's properties at the end of September
2006 was an estimated $985 per rental unit per month, which compares to an
average in-place monthly rent per occupied unit of $832 for the quarter ended
September 30, 2006.
    At the end of September 2006, the potential between occupied rents and
market rents (mark-to-market) totaled $57 million, or $1.01 per unit, up from
$43 million or $.79 at the end of June 2006.
    More detail on our operations will be found in our conference call
presentation to be posted on our web site today at
www.boardwalkreit.com/FinancialReports/r2006/. The conference call audio for
this presentation can also be found on our web site at
www.boardwalkreit.com/FinancialReports/r2006/ following the call.

    Same-Property Results

    Boardwalk continued to show solid performance in its stabilized properties
(defined as properties owned for over 24 months). The "same-property" results
for the Trust's stabilized portfolio for the three-month period ended
September 30, 2006 showed rental revenue growth of 6.1% on a year over year
basis. Operating expenses increased 5.2%, resulting in an increase in NOI of
6.6% compared to the same period last year. The "same-property" results for
the nine-month period ended September 30, 2006 showed rental revenue growth of
4.2%, and an increase in total operating expenses of 2.5%, resulting in an
increase in NOI of 5.3% compared to the same period last year. A total of
31,401 units, representing approximately 93% of Boardwalk's total portfolio,
were classified as stabilized as at September 30, 2006.

    Same-Property Results - Stabilized Portfolio

    -------------------------------------------------------------------------
                                         Operating
    3 Months                  Revenue     Expenses          NOI     % of NOI
    -------------------------------------------------------------------------
    Calgary                     14.3%         2.6%        19.0%          20%
    -------------------------------------------------------------------------
    Edmonton                     7.4%        -0.6%        11.4%          34%
    -------------------------------------------------------------------------
    Other Alberta               14.3%        -0.1%        21.1%           6%
    -------------------------------------------------------------------------
    Saskatchewan                 3.0%         9.8%        -1.0%          11%
    -------------------------------------------------------------------------
    Ontario                      1.7%        10.4%        -6.1%           9%
    -------------------------------------------------------------------------
    Quebec                       0.2%         9.4%        -4.5%          20%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
                                 6.1%         5.2%         6.6%         100%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                         Operating
    9 Months                  Revenue     Expenses          NOI     % of NOI
    -------------------------------------------------------------------------
    Calgary                      9.0%        -3.3%        15.2%          19%
    -------------------------------------------------------------------------
    Edmonton                     5.2%        -1.5%         9.2%          34%
    -------------------------------------------------------------------------
    Other Alberta               10.7%        -4.6%        19.3%           6%
    -------------------------------------------------------------------------
    Saskatchewan                 2.3%         4.6%         0.5%          11%
    -------------------------------------------------------------------------
    Ontario                      1.6%         3.2%        -0.2%          10%
    -------------------------------------------------------------------------
    Quebec                       0.1%        11.7%        -7.6%          20%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
                                 4.2%         2.5%         5.3%         100%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    >>


    Commenting on Boardwalk's same-property results, President and CEO, Sam
Kolias, said,
    "In the third quarter, we were pleased to see revenue growth accelerating
more quickly than expense increases on a same store basis for the fourth
straight quarter. Across our portfolio, expenses continued to rise. However,
increasing expenses were somewhat tempered by savings in natural gas
expenditures, and property taxes were flat after the massive increases of the
past couple years."

    Acquisition/Disposition Activity

    There were no acquisition or disposition activities in the third quarter
of 2006 for Boardwalk. At the end of the third quarter of 2006, one property,
consisting of 90 units located in Calgary, Alberta, was reclassified as
properties held for redevelopment as a result of Boardwalk's plan to convert
these suites to condominium units for sale.
    Subsequent to September 30, 2006, Boardwalk REIT contracted to acquire
96 residential units located in Victoria, British Columbia from unrelated
third parties for an aggregate purchase price of $9.4 million. The acquisition
was funded from cash on hand. The project, built in 1976, consists of one
bachelor, 62 one-bedroom, 29 two-bedroom and four three-bedroom units. The
acquisition has a going-in cap rate of 5.83% and closed on November 9, 2006.
    Previously announced acquisitions in 2006 consisted of 840 rental units
in the provinces of Quebec, Alberta and British Columbia. The acquisitions had
a total combined purchase price of $60.05 million and had, in aggregate, a
going-in cap rate of 6.86%. The acquisition of 560 of the announced units was
completed in the first quarter of the year, while the purchase of the
remaining 280 units closed midway through the second quarter.
    Previously announced disposition activities in 2006 occurred in the first
quarter of the year. The sale involved two multi-family residential properties
consisting of 196 units sold for $20.7 million in total. Further details on
the Trust's acquisition and disposition activities can be found in the
supplemental information package available on Boardwalk REIT's website,
located at www.boardwalkreit.com.
    Commenting on the Trust's property acquisitions and dispositions, Bill
Chidley, Senior Vice President, Corporate Development, said: "The acquisitions
completed to date in 2006 add quality assets in traditionally strong rental
markets to our overall portfolio. We remain on track with our guidance of
acquiring approximately 1,000 new units during 2006."
    "The acquisition market for multi-family rentals in Canada continues to
be a highly competitive 'seller's market'. We are in discussion on a number of
possible acquisitions; however, we cannot be certain of closing on any of
these transactions. While market forces are making acquisitions more
difficult, Cap Rate compression continues to positively impact our portfolio's
overall value. This compression is expected to continue, further increasing
our portfolio's value as we look forward. Our key growth over the short term
will be based on internal growth, enhanced through external acquisition."

    Continued Financial Strength

    The Trust built upon its solid financial position in the third quarter of
2006. Boardwalk's total mortgage and long-term debt was $1.53 billion as at
September 30, 2006, down from $1.55 billion at September 30, 2005. As at
September 30, 2006, the Trust's total debt had an average maturity of
3.3 years with a weighted average interest rate of 5.35%. The Trust's
debt-to-total-market-capitalization ratio was 45.7%. The Trust's interest
coverage ratio of adjusted EBITDA (i.e. earnings before interest, taxes,
depreciation and amortization) to interest expense, after excluding gains, was
2.36 times for the three months ended September 30, 2006, compared to 2.10
times for the same period last year. During the third quarter of 2006,
Boardwalk successfully completed approximately $7.3 million in mortgage
refinancings and renewals. Of note in 2006, the Trust sold a total of 2.9
million trust units into the public market on a bought deal basis through a
group of underwriters led by National Bank Financial. This transaction was
completed in March of 2006, with an issue price of $22.80 per unit.

    Outlook and 2006 Earnings Guidance

    Commenting on the outlook for the Trust, Rob Geremia, Senior Vice
President, Finance and CFO, said, "Given the continued improvement in our
Alberta Portfolio, we again feel it reasonable to increase guidance from the
amounts originally estimated. Our fiscal 2006 guidance for FFO on a per unit
basis has been revised from the initial guidance of $1.37 - $1.46, to $1.55 -
$1.62. Our fiscal 2006 guidance for Distributable Income on a per unit basis
has been similarly increased from the initial guidance of $1.41 - $1.51, to
$1.57 to $1.64. We have increased our estimated stabilized NOI growth to 5.0%,
up from the previously forecasted expectation of 0.0% as at December 31, 2005.
In revising these estimates, we have taken into account the March 2006
issuance of 2.9 million trust units. These forecasts are further based on the
expectation of new property acquisitions of approximately 1,000 new
residential units for the year."

    Increasing Distributions

    Boardwalk's Trustees have approved an increase in the Trust's
Distributions to $1.48 on an annualized basis, an increase of 17.5% from the
$1.26 currently distributed. On a monthly basis, the Trust will distribute
$.123 per outstanding trust unit as compared to the current monthly
distribution of $.105. The monthly distribution change will be effective to
Unitholders of record on November 30, 2006 and payable on December 15, 2006.

    2007 Guidance

    Boardwalk traditionally provides the next fiscal year financial
performance objectives during the third quarter. Based on our internal review,
we are introducing fiscal 2007 guidance for FFO and DI on a per Trust unit
basis of between $1.85 to $2.00 and $1.87 to $2.02, respectively. These
forecasts are based on the assumptions of an 8.0% increase in stabilized NOI
growth, and new property acquisitions of between 1,000 to 2,000 residential
units for the year. Commenting on the Trust's 2007 guidance, Rob Geremia said,
"Given Alberta's strong rental market fundamentals, we expect strong internal
rental revenue growth through 2007. This growth will be tempered slightly by
increasing turn-over and operating expenses, particularly due to inflationary
pressures on wage and supply costs in our Alberta markets. The 2007 guidance
assumes that the existing Alberta Natural Gas Rebate program will be extended,
in its current form. It is management's intention to update the market on a
quarterly basis regarding our guidance estimates."

    Supplementary Information

    Boardwalk produces Quarterly Supplemental Information that provides
detailed information regarding the Trust's activities during the quarter. The
Third Quarter 2006 Supplemental Information is available on our investor
website at www.boardwalkreit.com.

    Teleconference on Third Quarter Financial Results

    We invite you to participate in the teleconference that will be held to
discuss these results this same morning at 11:00 am EST. Senior management
will speak to the third quarter financial results and provide a corporate
update. Presentation materials will be made available on our investor website
at 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:
416-644-3416 (within Toronto) or toll-free 1-800-814-4890 (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=1626680
    Replay: An audio recording of the teleconference will be available from
1:00 pm ET on Monday, November 13, 2006 until 11:59 pm ET on Monday, November
20, 2006. You can access it by dialing 416-640-1917 and using the passcode
21205778 followed by the pound (No.) 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 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
260 properties with over 34,000 units totalling approximately 28 million net
rentable square feet, and is Canada's largest owner/operator of multifamily
rental communities. Boardwalk REIT's portfolio is concentrated in the
provinces of Alberta, British Columbia, Saskatchewan, Ontario and Quebec.

    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains forward-looking statements relating to our
operations and the environment in which we operate, which are based on our
expectations, estimates, forecast and projections, which we believe are
reasonable as of the current date . These statements are not guarantees of
future performance and involve risks and uncertainties that are difficult to
control or predict. For more exhaustive information on these risks and
uncertainties you should refer to our most recently filed annual information
form which is available at www.sedar.com. Actual outcomes and results may
differ materially from those expressed in these forward-looking statements.
Readers, therefore, should not place undue reliance on any such
forward-looking statements. Further, a forward-looking statement speaks only
as of the date on which such statement is made and should not be relied upon
as of any other date. While we may elect to, we undertake no obligation to
publicly update any such statement to reflect new information or the
occurrence of future events or circumstances at any particular time.


    <<
    CONSOLIDATED BALANCE SHEETS
    (CDN$ THOUSANDS)

    As at                                         September 30,  December 31,
                                                          2006          2005
                                                    (Unaudited)     (Audited)
                                                  ---------------------------
    Assets

    Revenue producing properties (NOTE 4)          $ 1,818,876   $ 1,782,648
    Deferred financing costs                            43,237        42,853
    Other assets (NOTE 5)                               13,951        11,328
    Future income taxes (NOTE 11)                          708           929
    Mortgages and accounts receivable                    6,193         9,039
    Segregated tenants' security deposits                9,586         7,280
    Cash and cash equivalents                            2,018        11,145
    Discontinued operations (NOTE 6)                     5,280        18,164
    -------------------------------------------------------------------------
                                                   $ 1,899,849   $ 1,883,386
                                                  ---------------------------
                                                  ---------------------------

    Liabilities

    Mortgages payable                              $ 1,404,556   $ 1,409,375
    Debentures (NOTE 7)                                120,000       120,000
    Accounts payable and accrued liabilities            32,322        32,196
    Refundable tenants' security deposits and other     12,856        10,486
    Discontinued operations (NOTE 6)                         -        15,587
    -------------------------------------------------------------------------
                                                   $ 1,569,734   $ 1,587,644
                                                  ---------------------------

    Unitholders' Equity

    Unitholders' equity                            $   330,115   $   295,742
    -------------------------------------------------------------------------
                                                   $ 1,899,849   $ 1,883,386
                                                  ---------------------------
                                                  ---------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF EARNINGS
    (CDN$ THOUSANDS, EXCEPT PER UNIT AMOUNTS)

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------
                           (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)

    Revenue

      Rental income           $81,083      $74,490     $235,805     $220,968
                          ---------------------------------------------------

    Expenses

      Revenue producing
       properties:
        Operating expenses     14,003       12,514       42,107       38,632
        Utilities               7,464        6,958       29,346       27,935
        Utility rebate
         (NOTE 12)                (39)          (7)      (1,427)        (618)
        Property taxes          8,041        8,219       24,201       24,105

      Administration            3,867        3,752       12,712       10,779
      Financing costs          20,209       20,546       60,691       61,323
      Deferred financing
       costs amortization         767          854        2,233        2,698
      Amortization of
       capital assets          18,887       18,662       54,620       55,673
    -------------------------------------------------------------------------
                               73,199       71,498      224,483      220,527
                          ---------------------------------------------------

                                7,884        2,992       11,322          441

      Recovery of write-
       down on technology
       business unit                -            -            -         (739)
    -------------------------------------------------------------------------

    Earnings from
     continuing operations
     before income taxes        7,884        2,992       11,322        1,180

      Large corporations
       taxes                        -          251            8          370
      Future income taxes
       (recovery) (NOTE 11)       446           28          222         (804)
    Earnings from
     continuing operations      7,438        2,713       11,092        1,614
    Earnings from
     discontinued
     operations,
     net of tax (NOTE 6)           64          216        7,768        2,213
    -------------------------------------------------------------------------
    Net earnings               $7,502       $2,929      $18,860       $3,827
                          ---------------------------------------------------
                          ---------------------------------------------------

    Basic earnings per
     unit (NOTE 10)
        - from continuing
          operations            $0.13        $0.06        $0.20        $0.03
        - from discontinued
          operations                -            -         0.14         0.04
    -------------------------------------------------------------------------
    Basic earnings per
     unit                       $0.13        $0.06        $0.34        $0.07
                          ---------------------------------------------------
                          ---------------------------------------------------

    Diluted earnings per
     unit (NOTE 10)
        - from continuing
          operations            $0.13        $0.06        $0.20        $0.03
        - from discontinued
          operations                -            -         0.14         0.04
    -------------------------------------------------------------------------
    Diluted earnings per
     unit                       $0.13        $0.06        $0.34        $0.07
                          ---------------------------------------------------
                          ---------------------------------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF UNITHOLDERS' EQUITY
    (CDN$ THOUSANDS, EXCEPT NUMBER OF UNITS)

                                                       9 months     9 months
                                                          ended        ended
                                                      September    September
                                                       30, 2006     30, 2005
                                                    -------------------------
                                                     (Unaudited)  (Unaudited)

    Trust units (NOTE 9)
    Balance, beginning of period                       $295,696     $293,503
    Unit issue proceeds under equity financing, net      63,594            -
    Unit issue proceeds under distribution
     reinvestment plan                                    4,008        1,765
    Restructuring costs                                    (165)          32
    Deferred unit plan (NOTE 8)                             597            -
    -------------------------------------------------------------------------
    Balance, end of period                             $363,730     $295,300
                                                    -------------------------

    Cumulative earnings
    Balance, beginning of period                       $129,530     $124,498
    Net earnings                                         18,860        3,827
    -------------------------------------------------------------------------
    Balance, end of period                             $148,390     $128,325
                                                    -------------------------

    Cumulative distributions to unitholders
    Balance, beginning of period                      $(129,483)    $(62,485)
    Distributions declared to unitholders (NOTE 10)     (52,522)     (50,234)
    -------------------------------------------------------------------------
    Balance, end of period                            $(182,005)   $(112,719)
                                                    -------------------------

    Total unitholders' equity                          $330,115     $310,906
                                                    -------------------------
                                                    -------------------------

    Units issued and outstanding (NOTE 9)            56,303,731   53,201,879
                                                    -------------------------
                                                    -------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (CDN$ THOUSANDS)

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------
                           (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)

    Operating activities
      Net earnings             $7,502       $2,929      $18,860       $3,827
      Earnings from
       discontinued
       operations, net
       of tax                     (64)        (216)      (7,768)      (2,213)
      Future income taxes
       (recovery)                 446           28          222         (804)
      Amortization of
       capital assets          18,887       18,662       54,620       55,673
      Recovery of write-down
       on technology
       business unit                -            -            -         (739)
    -------------------------------------------------------------------------
      Funds from continuing
       operations              26,771       21,403       65,934       55,744

      Funds from
       discontinued
       operations                 111          380          383        1,210

      Net change in
       operating working
       capital                  2,316       (3,037)         612           28
    -------------------------------------------------------------------------
      Total operating
       cash flows              29,198       18,746       66,929       56,982
                          ---------------------------------------------------

    Financing activities
      Issue of trust units
     (net of issue costs)
     (NOTE 9)                   1,523          565       67,602        1,797
      Restructuring costs         (24)           -         (165)           -
      Distributions paid      (17,725)     (16,749)     (52,199)     (50,230)
      Issuance of
       debentures (NOTE 7)          -            -            -      120,000
      Financing of revenue
       producing properties     7,293       14,627       20,039      127,589
      Repayment of debt on
       revenue producing
       properties             (14,177)     (17,634)     (39,803)    (123,878)
      Deferred financing
       costs incurred
       (net of amortization)     (180)        (211)        (379)      (4,772)
    -------------------------------------------------------------------------
                              (23,290)     (19,402)      (4,905)      70,506
                          ---------------------------------------------------

    Investing activities
      Purchases of revenue
       producing properties
       (NOTE 4)                     -            -      (60,795)    (103,289)
      Improvements to
       revenue producing
       properties             (11,051)      (6,187)     (29,623)     (18,500)
      Net cash proceeds
       from sale of
       properties                   -            -       20,274        9,405
      Additions to
       corporate
       technology
       assets                    (379)        (592)      (1,007)      (1,524)
    -------------------------------------------------------------------------
                              (11,430)      (6,779)     (71,151)    (113,908)
                          ---------------------------------------------------

    Net increase (decrease)
     in cash and cash
     equivalents balance       (5,522)      (7,435)      (9,127)      13,580

    Cash and cash
     equivalents (bank
     indebtedness),
     beginning of period        7,540       18,292       11,145       (2,723)
    -------------------------------------------------------------------------

    Cash and cash
     equivalents, end of
     period                    $2,018      $10,857       $2,018      $10,857
                          ---------------------------------------------------
                          ---------------------------------------------------

    Supplementary cash
     flow information:
    Capital taxes paid
     (received)                 $(676)        $242        $(326)        $900
    Interest paid             $21,876      $19,188      $62,534      $57,531
                          ---------------------------------------------------
                          ---------------------------------------------------

    SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Three and nine months ended September 30, 2006
    (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" or the
        "Trust") is an unincorporated, open-ended real estate investment
        trust created pursuant to the Declaration of Trust, dated January 9,
        2004, as amended and restated on May 3, 2004 and May 10, 2006, 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 the
        operations of Boardwalk Equities Inc. (the "Corporation"), which were
        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 as at and for the year ended December 31, 2005. 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, they should be read in conjunction with the audited
        consolidated financial statements.

        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, 2006 are not necessarily indicative
        of the results that may be expected for the full year ending
        December 31, 2006 due to seasonal variations in utility costs and
        other factors. Historically, Boardwalk REIT has experienced higher
        utility expenses in the first quarter as a result of the winter
        months, which create variations in the quarterly results.

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

    3.  ACCOUNTING CHANGES

        DEFERRED UNIT PLAN

        The deferred unit plan is described in NOTE 8. Deferred units granted
        to trustees and executives in respect of their trustee fees and
        executive bonuses are considered to be in respect of past services
        and are recognized in compensation expense upon grant. Deferred units
        granted relating to amounts matched by the Trust are considered to be
        in respect of future services and are recognized in compensation
        expense on a straight-line basis over the vesting period.
        Compensation cost is measured based on the ten (10) day weighted
        average market price of the Trust's units on the date of grant of the
        deferred units. The deferred units earn additional deferred units for
        the distributions that would otherwise have been paid on the deferred
        units had they instead been issued as Trust Units on the date of
        grant. No additional compensation cost is recorded for additional
        deferred units issued. Deferred units that have vested, but for which
        the corresponding Trust Units have not been issued and where the
        ultimate issuance of such Trust Units is simply a matter of the
        passage of time, are considered to be outstanding units from the date
        of vesting for basic income per unit calculations.

    4.  REVENUE PRODUCING PROPERTIES

        Acquisitions

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Cash paid                  $-           $-      $60,795     $103,289
        Debt assumed                -            -            -       13,144
        ---------------------------------------------------------------------

        Total purchase
         price                      -            -       60,795      116,433
        Fair value
         adjustments to
         debt                       -            -            -         (207)
        ---------------------------------------------------------------------

        Book value                 $-           $-      $60,795     $116,226
                          ---------------------------------------------------
                          ---------------------------------------------------

        Allocation of book
         value to revenue
         producing
         properties                $-           $-      $58,562     $112,569
        Allocation of book
         value to other
         assets                     -            -        2,233        3,657

        ---------------------------------------------------------------------
                                   $-           $-      $60,795     $116,226

        Multi-family units
         acquired                   -            -          840        1,325
                          ---------------------------------------------------
                          ---------------------------------------------------



        Dispositions

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Cash received              $-           $-      $20,274       $9,405
        Cost of dispositions        -            -          426          127
        ---------------------------------------------------------------------

        Total proceeds              -            -       20,700        9,532
        Net book value              -            -       13,173        8,025
        ---------------------------------------------------------------------

        Gain on dispositions       $-           $-       $7,527       $1,507
                          ---------------------------------------------------
                          ---------------------------------------------------

        Multi-family units
         sold                       -            -          196          186
                          ---------------------------------------------------
                          ---------------------------------------------------


    5.  OTHER ASSETS
        As at                                     September 30,  December 31,
                                                          2006          2005
                                                  ---------------------------

        Corporate technology assets
         (net of amortization)                          $3,456        $3,502
        Head office building (net of
         amortization)                                   2,281         2,350
        Deposits on potential property
         acquisitions                                      115           200
        Prepaid parts and supplies                       1,950         2,037
        Lease goodwill and customer relationship
         intangibles, net of accumulated
         amortization                                    1,158           125
        Prepaid property taxes                           2,967         1,151
        Prepaid and other                                2,024         1,963
        ---------------------------------------------------------------------
                                                       $13,951       $11,328
                                                  ---------------------------
                                                  ---------------------------

        Accumulated amortization for corporate technology assets and head
        office building at September 30, 2006 were $11.8 million and
        $0.9 million, respectively (December 31, 2005 - $10.8 million and
        $0.8 million, respectively).

    6.  DISCONTINUED OPERATIONS

        During the first quarter of 2006, the Trust completed the sale of a
        156-unit and a 40-unit rental property, both located in Calgary,
        Alberta. During the third quarter of 2006, a revenue producing
        property in Calgary was classified as discontinued operations as a
        result of the Trust initiating an active program to dispose of this
        property. This property is being developed into condominium units for
        sale at a price that is reasonable in relation to its current fair
        value. These three properties formed part of our Alberta segment in
        our segmented information disclosure. The following tables set forth
        the results of operations as well as the assets and liabilities
        associated with the discontinued operations.


                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Revenue
        Rental income            $273         $906       $1,011       $3,348
        ---------------------------------------------------------------------

        Expenses

        Revenue producing
         properties:
          Operating expenses       30           79          168          378
          Utilities                25           78          130          410
          Utility rebate            -            -          (12)         (18)
          Property taxes           19           79           82          250
        Administration              6           23           28           94
        Financing costs            81          256          228          992
        Deferred financing
         cost amortization          1           11            4           32
        Amortization of
         capital assets            47          164          142          492
        ---------------------------------------------------------------------
                                  209          690          770        2,630
                          ---------------------------------------------------

                                   64          216          241          718
        Gain on dispositions
         (NOTE 4)                   -            -        7,527        1,507
                          ---------------------------------------------------

        Operating earnings
         from discontinued
         operations before
         income taxes              64          216        7,768        2,225

        Future income taxes         -            -            -           12
        ---------------------------------------------------------------------

        Earnings from
         discontinued
         operations               $64         $216       $7,768       $2,213
                          ---------------------------------------------------
                          ---------------------------------------------------


                                                  September 30,  December 31,
                                                          2006          2005
                                                  ---------------------------
        Discontinued Assets

          Revenue producing properties held for sale        $-       $12,490
          Properties held for redevelopment              5,109         5,230
          Other assets on properties held for sale           -           268
          Other assets on properties held for
           redevelopment                                   171           176
        ---------------------------------------------------------------------

        Total                                           $5,280       $18,164
                                                  ---------------------------
                                                  ---------------------------

        Discontinued Liabilities

          Mortgages payable on properties held for
           sale                                             $-        $9,562
          Mortgages payable on properties held for
           redevelopment                                     -         6,025
        ---------------------------------------------------------------------

        Total                                               $-       $15,587
                                                  ---------------------------
                                                  ---------------------------


    7.  DEBENTURES

        On January 21, 2005, Boardwalk REIT completed a public offering of
        unsecured debentures in the aggregate amount of $120 million. The
        debentures are rated "BBB" with a stable trend by Dominion Bond
        Rating Services, carry a coupon rate of 5.31% and will mature on
        January 23, 2012. Net proceeds of approximately $119 million were
        used to fund acquisitions, repay operating lines of credit and for
        general trust purposes. In conjunction with the debenture issue, the
        Trust also entered into a bond forward contract to hedge the risk of
        interest rate fluctuations prior to the final pricing of the
        debenture. The bond forward contract was settled when the debentures
        were issued for the settlement amount of $0.7 million. The settlement
        amount will be amortized over the term of the unsecured debentures.

    8.  DEFERRED UNIT PLAN

        During 2006, the Trust implemented a deferred unit plan. The plan
        entitles trustees and officers, at the participant's option, to
        receive deferred units in consideration for trustee fees or executive
        bonuses with the Trust matching the number of units received. The
        deferred units vest 50% on the third anniversary and 25% on each of
        the fourth and fifth anniversaries, subject to provisions for earlier
        vesting in certain events. The deferred units earn additional
        deferred units for the distributions that would otherwise have been
        paid on the deferred units (i.e., had they instead been issued as
        Trust Units on the date of grant). Once vested, participants are
        entitled, on filing of a notice of redemption with the trust, to
        receive an equivalent number of Trust Units. The deferred unit plan
        was approved by unitholders on May 10, 2006. At the end of
        September 30, 2006, total compensation costs of $0.6 million were
        recognized in income related to employee awards under the deferred
        unit plan.



        The status of the outstanding deferred units is as follows:

                                                   Outstanding        Vested

        Deferred units granted                          59,790             -
        Additional deferred units earned on unvested
         units                                             231             -

                                                  ---------------------------
        September 30, 2006                              60,021             -
                                                  ---------------------------
                                                  ---------------------------



    9.  UNITHOLDERS' CAPITAL

        The Plan of Arrangement (the "Arrangement") to convert the assets of
        Boardwalk Equities Inc. to a real estate investment trust was
        completed on May 3, 2004. On conversion of the assets of Boardwalk
        Equities Inc. to a trust, $10.3 million was incurred for
        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 the Trust, Boardwalk REIT Limited Partnership.

        The LP Class B units may only be transferred subject to applicable
        securities laws, regulations and orders, and subject to the terms and
        conditions of the limited partnership agreement creating Boardwalk
        REIT Limited Partnership, dated January 1, 2003, as amended and
        restated on May 3, 2004. 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 entitles the holder to receive notice of, attend
        and vote at all meetings of Boardwalk REIT unitholders. There is no
        value assigned to the Special Voting units. The LP Class B units
        issued are included in the Boardwalk REIT unitholders' capital
        contributions on the balance sheet. The changes in unitholders'
        capital contribution are as follows:



        Summary of Unitholders' Capital
         Contributions                                   Units        Amount

        December 31, 2004                           53,107,567      $293,503

        Units issued under distribution reinvestment
         plan                                          116,627         2,202
        Restructuring costs                                  -            (9)
                                                  ---------------------------

        December 31, 2005                           53,224,194      $295,696

        Units issued under equity financing          2,915,000        63,594
        Units issued under distribution reinvestment
         plan                                          164,537         4,008
        Restructuring costs                                  -          (165)
        Deferred unit plan (NOTE 8)                          -           597
                                                  ---------------------------

        September 30, 2006                          56,303,731      $363,730
                                                  ---------------------------
                                                  ---------------------------


        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 that 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                        51,828,731
        Special Voting Units issued to holders of
         LP Class B units                            4,475,000
                                                  ---------------------------
        Total trust units                           56,303,731      $363,730
                                                  ---------------------------
                                                  ---------------------------


    10. DISTRIBUTABLE INCOME AND PER UNIT INFORMATION

        Distributable income per unit

        Boardwalk REIT makes distributions to unitholders on a monthly basis
        on or about the 15th day of the following month. The reported
        distributable income is defined under the Trust's Declaration of
        Trust ("DOT"). Under this current DOT, the Trust is required to
        distribute, at a minimum, its reported taxable income. The
        reconciliation of distributable income and per unit information
        begins with total operating cash flows 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 Canadian GAAP and,
        therefore, are unlikely to be comparable to similar measures
        presented by other real estate companies and trusts.

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Total operating cash
         flows                $29,198      $18,746      $66,929      $56,982
        Net change in
         operating working
         capital               (2,316)       3,037         (612)         (28)
        Add:
          Deferred financing
           costs
           amortization           768          865        2,237        2,730
          Amortization of
           net discount on
           long-term debt
           assumed after
           May 2, 2004              -            4            -            5
        Deduct:
          Deferred financing
           costs
           amortization post
           May 2, 2004           (317)        (332)        (824)        (648)
          Amortization of
           net premium on
           long-term debt
           assumed after
           May 2, 2004            (11)           -          (34)           -
        ---------------------------------------------------------------------

        Distributable income  $27,322      $22,320      $67,696      $59,041
        Distribution
         declared to
         unitholders          $17,730      $16,757      $52,522      $50,234

        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Weighted average
         units outstanding
         - basic and
         diluted           56,277,684   53,189,860   55,279,021   53,152,242
        Distributable
         income earned per
         unit                  $0.485       $0.420       $1.225       $1.111
        Actual distributions
         declared per unit     $0.315       $0.315       $0.950       $0.945
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Earnings per unit

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Numerator
          Earnings from
           continuing
           operations          $7,438       $2,713      $11,092       $1,614
          Earnings from
           discontinued
           operations             $64         $216       $7,768       $2,213
        ---------------------------------------------------------------------
        Denominator
          Denominator for
           basic earnings
           per unit -
           weighted
           average units
           (THOUSANDS)         56,278       53,190       55,279       53,152
        ---------------------------------------------------------------------
          Denominator for
           diluted earnings
           per unit
           adjusted for
           weighted average
           units and
           assumed
           conversion
           (THOUSANDS)         56,278       53,190       55,279       53,152
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Earnings per unit
         from continuing
         operations
          Basic                 $0.13        $0.06        $0.20        $0.03
          Diluted               $0.13        $0.06        $0.20        $0.03
        ---------------------------------------------------------------------
        Earnings per unit
         from discontinued
         operations
          Basic                 $0.00        $0.00        $0.14        $0.04
          Diluted               $0.00        $0.00        $0.14        $0.04
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

    11. 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.


                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------

        Continuing
         operations              $446          $28         $222        $(804)
        Discontinued
         operations                 -            -            -           12
        ---------------------------------------------------------------------

        Total future
         income taxes
         (recovery)              $446          $28         $222        $(792)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Future income taxes (recovery) consist of the following:

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------
        Tax (recovery)
         expense
         based on
         expected rate           $462         $(25)        $141        $(164)
        Adjustment to
         future income
         tax
         liabilities              166           53          172         (548)
        Adjustment for
         change in
         effective tax
         rate                    (182)           -          (91)         (80)
        ---------------------------------------------------------------------
        Future income
         taxes (recovery)        $446          $28         $222        $(792)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        The future income tax asset is calculated as follows:

        As at                                     September 30,  December 31,
                                                          2006          2005
                                                  ---------------------------

        Tax asset related to operating losses             $689          $403
        Tax asset related to differences in tax
         and book basis                                     19           526
        ---------------------------------------------------------------------
        Future income tax asset                           $708          $929
                                                  ---------------------------
                                                  ---------------------------

    12. COMMITMENTS AND CONTINGENCIES

        At September 30, 2006, the Trust had long-term supply arrangements
        with two electrical utility companies to supply the Trust with its
        electrical power needs for Alberta for the next three to twenty-seven
        months at a blended rate of approximately $0.0561/kwh. These
        agreements provide that the Trust purchase its power for all Alberta
        properties under contract for the upcoming months.

        While the above utility contracts for electrical power reduce the
        risk of exposure to adverse changes in commodity prices, they also
        reduce the potential benefits of favourable changes in commodity
        prices. For accounting purposes, all settlements are recorded as
        utility expense in the period the settlement occurs.

        Beginning in November 2003, the Alberta government implemented a
        natural gas rebate program covering the winter usage months of
        November through March. In October 2005, the natural gas rebate
        program was extended to cover the month of October. In January of
        2006, the Alberta government announced a three-year extension to the
        program covering the winter months of October through March. The
        extension of the natural gas rebate program will end March 31, 2009.
        The rebate program becomes active when the natural gas consumer price
        charged by two of the three major gas companies in Alberta exceeds
        $5.50/GJ for any individual winter usage month. For January through
        March 2006, Boardwalk REIT was eligible for estimated rebates
        totalling $1.4 million. For January to March 2005, Boardwalk REIT was
        eligible for rebates totalling approximately $0.6 million.

        The Trust has also entered into three natural gas supply contracts,
        which provide a degree of price certainty for natural gas usage in
        the provinces of Saskatchewan, Ontario and Quebec. The contracts
        cover between 75 - 100% of the Trust's natural gas requirements for
        each of the provinces. The physical supply agreement for Saskatchewan
        runs from November 1, 2006 to October 31, 2007 and provides the
        commodity at a price of $8.48/GJ. The physical supply agreements for
        Ontario and Quebec run from June 1, 2006 to June 1, 2007 and provide
        the commodity near $8.00/GJ.

        Boardwalk REIT, in the normal course of operations, will become
        subject to a variety of legal and other claims against the Trust.
        Management and the Trust's legal counsel evaluate all claims on their
        apparent merits, and accrue management's best estimate of the
        estimated costs to satisfy such claims. Management believes that the
        outcome of current or pending legal and other claims filed against
        the Trust or its predecessor will not be material to Boardwalk REIT.

    13. 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, 2006 is approximately $5.5 million (September 30, 2005
        - $5.7 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, 2006, no amounts have been recorded in
        the consolidated financial statements with respect to the above noted
        indirect guarantees.

    14. SEGMENTED INFORMATION

        Boardwalk REIT specializes in multi-family residential housing and
        operates primarily within one business segment in five Canadian
        provinces. The following summary presents segmented financial
        information for Boardwalk REIT's business by geographic location.

                             3 months     3 months     9 months     9 months
                                ended        ended        ended        ended
                            September    September    September    September
                             30, 2006     30, 2005     30, 2006     30, 2005
                          ---------------------------------------------------
    Alberta
      Revenue                 $43,600      $38,809     $124,712     $115,209
                          ---------------------------------------------------
      Expenses
        Operating               6,823        5,975       19,904       19,241
        Utilities               3,498        3,643       14,224       14,045
        Utility rebates             -           (2)      (1,384)        (623)
        Property taxes          2,967        3,383        9,399        9,832
    -------------------------------------------------------------------------
                               13,288       12,999       42,143       42,495
                          ---------------------------------------------------
    Net operating income      $30,312      $25,810      $82,569      $72,714
                          ---------------------------------------------------

    Saskatchewan
      Revenue                  $8,933       $8,674      $26,347      $25,756
                          ---------------------------------------------------
      Expenses
        Operating               1,579        1,454        4,758        4,718
        Utilities                 886          670        3,646        3,101
        Property taxes          1,187        1,210        3,625        3,712
    -------------------------------------------------------------------------
                                3,652        3,334       12,029       11,531
                          ---------------------------------------------------
    Net operating income       $5,281       $5,340      $14,318      $14,225
                          ---------------------------------------------------

    Ontario
      Revenue                  $9,363       $9,198      $28,130      $27,653
                          ---------------------------------------------------
      Expenses
        Operating               1,540        1,453        4,657        4,696
        Utilities               1,460        1,264        4,739        4,721
        Property taxes          1,846        1,685        5,373        5,011
    -------------------------------------------------------------------------
                                4,846        4,402       14,769       14,428
                          ---------------------------------------------------
    Net operating income       $4,517       $4,796      $13,361      $13,225
                          ---------------------------------------------------

    British Columbia
      Revenue                  $2,151       $1,514       $5,939       $3,929
                          ---------------------------------------------------
      Expenses
        Operating                 429          226        1,178          726
        Utilities                 235          152          684          365
        Property taxes            120          163          342          251
    -------------------------------------------------------------------------
                                  784          541        2,204        1,342
                          ---------------------------------------------------
    Net operating income       $1,367         $973       $3,735       $2,587
                          ---------------------------------------------------

    Quebec
      Revenue                 $16,927      $16,159      $50,225      $47,890
                          ---------------------------------------------------
      Expenses
        Operating               3,196        2,803       10,116        8,119
        Utilities               1,345        1,185        5,944        5,464
        Property taxes          1,906        1,756        5,397        5,253
    -------------------------------------------------------------------------
                                6,447        5,744       21,457       18,836
                          ---------------------------------------------------
    Net operating income      $10,480      $10,415      $28,768      $29,054
                          ---------------------------------------------------

    Total
      Net operating income    $51,957      $47,334     $142,751     $131,805
      Unallocated revenue(*)      382        1,042       22,163       13,411
      Unallocated
       expenses(xx)           (44,837)     (45,447)    (146,054)    (141,389)
    -------------------------------------------------------------------------
    Net earnings for
     the period                $7,502       $2,929      $18,860       $3,827
                          ---------------------------------------------------
                          ---------------------------------------------------



    As at                                          September 30, December 31,
                                                           2006         2005
                                               ------------------------------
    Alberta
      Identifiable assets
        Revenue producing properties                   $931,602     $929,273
        Mortgages and accounts receivable                   759        5,277
        Deferred financing costs                         26,845       25,908
        Tenants' security deposit                         7,738        5,688
                                               ------------------------------
                                                       $966,944     $966,146
                                               ------------------------------

    Saskatchewan
      Identifiable assets
        Revenue producing properties                   $173,432     $176,116
        Mortgages and accounts receivable                   159          185
        Deferred financing costs                          4,294        4,320
        Tenants' security deposits                        1,506        1,341
                                               ------------------------------
                                                       $179,391     $181,962
                                               ------------------------------

    Ontario
      Identifiable assets
        Revenue producing properties                   $210,195     $213,490
        Mortgages and accounts receivable                   245          236
        Deferred financing costs                          3,490        3,508
                                               ------------------------------
                                                       $213,930     $217,234
                                               ------------------------------

    British Columbia
      Identifiable assets
        Revenue producing properties                    $79,278      $62,014
        Mortgages and accounts receivable                    50          285
        Deferred financing costs                             21            -
        Tenants' security deposits                          343          250
                                               ------------------------------
                                                        $79,692      $62,549
                                               ------------------------------

    Quebec
      Identifiable assets
        Revenue producing properties                   $420,645     $398,109
        Mortgages and accounts receivable                 1,376        5,032
        Deferred financing costs                          5,648        5,927
                                               ------------------------------
                                                       $427,669     $409,068
                                               ------------------------------

    Total assets
      Identifiable assets                            $1,867,626   $1,836,959
      Unallocated assets(xxx)                            32,223       46,427
                                               ------------------------------
                                                     $1,899,849   $1,883,386
                                               ------------------------------
                                               ------------------------------

    (*)   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, corporate administration, financing costs, amortization,
          income taxes and other provisions.

    (xxx) Unallocated assets include discontinued assets, cash, short-term
          investments and other assets.

    15. SUBSEQUENT EVENTS
    Subsequent to September 30, 2006, Boardwalk REIT contracted to acquire 96
residential units located in Victoria, British Columbia from unrelated third
parties for an aggregate purchase price of $9.4 million. The acquisition will
be funded from cash on hand and Boardwalk REIT's credit facility.

    >>

    %SEDAR: 00020684E





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;




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