Badger Infrastructure Solutions LtdTSX: BDGI

Badger Income Fund announces results for the year ended December 31, 2006

· Issued by Badger Infrastructure Solutions Ltd via CNW

TSX-BAD.UN

CALGARY, March 22 /CNW/ - Badger Income Fund ("Badger" or the "Fund") is pleased to announce its results for the year and three months ended December 31, 2006.

Financial Highlights
($ thousands, except per unit and total units outstanding information)

                         Three        Three
                         Months       Months        Year         Year
                         Ended        Ended        Ended        Ended
                      December 31  December 31  December 31  December 31
                          2006         2005         2006         2005
                     ----------------------------------------------------

Revenue                    25,622       23,094       98,371       83,332

EBITDA(1)                   7,307        6,845       28,895       24,794

Earnings before
 income taxes               4,845        4,670       19,832       16,980

Taxes
  Current                     183           92          687          173
  Future                        3        1,110        2,648        2,026

Net earnings                4,659        3,468       16,497       14,781

Net earnings per unit
 - diluted                   0.43         0.32         1.53         1.38

Funds generated from
 operations(2)              6,820        6,890       27,855       24,534

Funds generated from
 operations per unit
 - diluted                   0.63         0.64         2.59         2.30


Maintenance capital
 expenditures(3)                -          978        3,170        1,955

Long-term debt
 repayments                    27          201          109        1,274

Cash available for
 growth and
 distribution(4)            6,794        6,108       25,291       21,778

Cash distributions
 declared                   3,389        3,144       13,246       11,166

Growth capital
 expenditures(3)            8,650        4,252       19,304       11,776

Total units
 outstanding           10,758,618   10,738,820   10,758,618   10,738,820


The following financial measures do not have any standardized meaning
prescribed by Canadian generally accepted accounting principles (GAAP) and may
not be comparable to similar measures as presented by other funds or entities:

(1) Earnings before interest, taxes, depreciation and amortization
    (EBITDA) is a measure of the Fund's operating profitability and is
    therefore useful to management and investors. EBITDA provides an
    indication of the results generated by the Fund's principal business
    activities prior to how these activities are financed, assets are
    amortized or how the results are taxed in various jurisdictions.
    EBITDA is calculated from the Consolidated Statements of Earnings and
    Retained Earnings as gross margin, less selling, general and
    administrative costs and foreign exchange loss (gain).

(2) Funds generated from operations is used to assist management and
    investors in analyzing operating performance and leverage. It is not
    intended to represent operating cash flow or operating profits for
    the period nor should it be viewed as an alternative to cash flow
    from operating activities, net earnings or other measures of
    financial performance calculated in accordance with GAAP. Funds
    generated from operations is calculated from the Consolidated
    Statements of Cash Flows and is defined as cash provided by operating
    activities before changes in non-cash working capital.

(3) Maintenance capital expenditures is defined as the amount incurred
    during the period to keep the daylighting fleet at the same number of
    units, plus any other capital expenditures required to maintain the
    existing business. It also includes any costs incurred to enhance the
    operational life of a daylighting unit. This amount will fluctuate
    from period-to-period depending on the number of units retired from
    the fleet. During the three-month period ended December 31, 2006
    Badger added 13 units to the fleet and did not remove any from
    service. As a result, all of the units added during the three months
    ended December 31, 2006 represent growth capital expenditures, while
    none of the units represent maintenance capital expenditures.
    Included in growth capital expenditures is approximately $3.7 million
    worth of cabs and chassis acquired prior to the end of December.
    During the year ended December 31, 2006 Badger added 54 units to the
    fleet, of which 10 are reflected as maintenance capital expenditures.
    The economic life of a Badger hydrovac is approximately 10 years. The
    average age of the fleet is approximately four and a half years.

(4) Cash available for growth and distribution is used by management to
    supplement cash flow as a measure of operating performance and
    leverage. The objective of this measure is to calculate the amount
    which is available for distribution to unitholders. It is defined as
    funds generated from operations, less required debt repayments and
    maintenance capital expenditures, plus any proceeds received on the
    disposal of assets.

Overview

Highlights for the year are as follows:

-   The Fund generated improved operating and financial results for the
    twelve month period ended December 31, 2006 versus the twelve month
    period ended December 31, 2005. Revenues increased to $98.4 million
    in 2006 from $83.3 million in 2005, while EBITDA increased to
    $28.9 million in 2006 compared to $24.8 million in 2005.

-   Cash available for growth and distributions increased 16 percent to
    $25.3 million compared to $21.8 million in 2005. The Fund increased
    distributions during 2006 to $1.260 per unit on an annualized basis,
    versus $1.176 per unit on an annualized basis at year-end 2005.

-   The Fund put in place a $20 million extendable, revolving credit
    facility, which replaced the existing $12 million demand operating
    facility. The facility was used to repay existing demand operating
    line advances and will assist in financing Badger's capital
    expenditure program as well as general corporate activities.

-   The Fund added 54 new hydrovac units in 2006 and removed 10 from
    service, exiting the year at 285 hydrovac units. Of the total, 198
    units are operating in Canada and 87 in the United States. The growth
    in hydrovac units was financed from cash generated from operations
    and existing credit facilities.

-   On October 31, 2006 the federal Minister of Finance announced a new
    tax plan that will affect the future level of taxation of income
    trusts and corporations. One element of the proposed plan is a tax on
    non-capital distributions from publicly-traded income trusts, which
    would make their income tax treatment more like corporations. For
    existing publicly-traded income trusts, the federal government has
    proposed a four-year transitional delay in implementing the new
    rules. The application of the proposed new tax plan would reduce the
    tax efficiency of publicly-traded income trusts such as Badger. Since
    the announcement, the federal government has clarified certain
    matters related to growth and conversion guidelines for income
    trusts. Badger will continue to monitor these proposed changes to
    ensure its structure protects the long-term interest of its
    unitholders. The proposed new tax measures will require in-depth
    review, examination and assessment pending enactment into tax law.


Selected Annual Financial Information

-------------------------------------------------------------------------
                                                Period Ended
                                   --------------------------------------
                                      2006(1)      2005(1)      2004(1)
-------------------------------------------------------------------------
Revenue ($)                         98,370,896   83,331,679   78,696,706
-------------------------------------------------------------------------
Net earnings ($)                    16,496,455   14,780,994   13,711,874
-------------------------------------------------------------------------
Net earnings per unit -  basic ($)        1.53         1.39         1.31
-------------------------------------------------------------------------
Net earnings per unit - diluted ($)       1.53         1.38         1.30
-------------------------------------------------------------------------
Total assets ($)                    90,192,248   74,551,335   67,751,424
-------------------------------------------------------------------------
Total long-term debt ($)(2)          8,625,052    1,114,843    2,388,801
-------------------------------------------------------------------------
Distributions declared ($)          13,246,474   11,165,792    8,356,386
-------------------------------------------------------------------------

(1) The 2004 period reflects results for the 13 months ended December 31,
    2004.

(2) Includes the current portion of long-term debt.


Overall Performance for the Year Ended December 31, 2006 Compared to the
Year Ended December 31, 2005

Results of Operations

Revenues
--------
Revenues were $98.4 million for the year ended December 31, 2006 compared
to $83.3 million for the year ended December 31, 2005. The increase is
attributable to the following:

-   The majority of the increase in Canadian revenues occurred in Eastern
    Canada where we expanded our customer base, added locations to
    provide better services and increased spending on construction
    projects.

-   United States revenues increased to $29.4 million in 2006 from
    $18.6 million in 2005. Revenue growth reflects the Fund's continued
    focus on certain geographical areas and market segments, which
    resulted in an increased customer base and higher demand for hydrovac
    services. The other major contributing factor was the increased
    activity related to oil field service in the United States.

Badger's average revenue per truck per month for 2006 was $29,600 an increase of four percent from the $28,500 generated during 2005.

Included in revenues is $1.8 million of truck placement and franchise fees for 2006, versus $2.2 million for 2005.

Direct Costs

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

Direct costs were $62.0 million in 2006, an increase of $9.6 million from the $52.4 million recorded in 2005. This is consistent with the increase in revenues.

Gross Margin

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

Gross margin for 2006 was 37 percent, which is consistent with 2005.

Amortization

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

Amortization of capital assets was $8.6 million in 2006 or $1.3 million higher than the $7.3 million in 2005. The increase reflects a larger number of hydrovac units in the fleet.

Interest Expense

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

Interest expense was $0.4 million in 2006 versus $0.3 million in 2005. The higher interest expense is attributable to maintaining a higher balance of debt throughout 2006 compared to 2005. The increased debt was used for growth capital expenditures. The higher interest expense also reflects increased interest rates.

Selling, General and Administrative Expenses

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

Selling, general and administrative expenses were $1.5 million higher at $7.6 million in 2006 compared to $6.1 million in 2005. As a percentage of revenues, selling, general and administrative expenses were 7.7 percent in 2006 versus 7.4 percent in 2005. The increased expenses are due to the following:

-   Badger hired additional personnel to support the growth of the
    business, including a Vice President of Operations in July 2006 who
    is responsible for all of Badger's regional operations;
-   Badger increased compensation in order to retain quality personnel in
    a competitive labour environment;
-   The Fund added professional fees due to the announced internal
    reorganization, which was postponed due to the government's
    announcement; and,
-   Badger had higher general office costs.

Selling, general and administrative expenses include salaries and benefits for office, field, safety and sales staff, as well as rent, utilities, and communications. These expenses also include costs to maintain the Fund's public listing and professional fees.

Foreign Exchange Loss (Gain)

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

The minor foreign exchange loss/gain results from converting the balance sheet and earnings statement related to United States operations into Canadian currency.

Income Taxes

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

The effective tax rate for 2006 was 17 percent versus 13 percent for 2005. The increase resulted from not recognizing the accounting benefit of using certain United States tax losses during all of 2006 versus only part of 2005, although these losses were used to reduce cash taxes which would have been payable in the United States. The increase in current taxes is due to the increase in Canadian pre-tax income, which is only partially offset by available tax deductions at the operating company level.

The minimal effective tax rate overall is due to the trust structure, which results in tax deductible distributions being made to unitholders.

Liquidity

Funds generated from operations in 2006 increased to $27.9 million from $24.5 million in 2005, reflecting increased activity levels in Eastern Canada and the United States. The Fund uses its cash to make distributions to unitholders, build additional hydrovac units, invest in maintenance capital expenditures and repay long-term debt.

The Fund had working capital of $9.4 million at December 31, 2006 compared to $8.2 million at December 31, 2005. The increase in working capital is primarily attributable to putting in place a $20 million extendable, revolving credit facility, which replaced the demand operating facility. A portion of the funds received from the extendable, revolving credit facility were used to pay off the balance of the demand operating facility. The increase in accounts payable and accrued liabilities of $5.5 million was the result of acquiring cabs and chassis before year-end 2006, which were valued at approximately $3.7 million. This is further discussed under the heading capital resources - contractual obligations and committed capital investment.

The following table outlines the cash available to fund growth and pay distributions to unitholders in 2006 compared to 2005:

                                                 Year Ended   Year Ended
                                                December 31, December 31,
                                                    2006         2005
                                                      $            $

Cash provided by operating activities            27,393,449   26,017,210
Add (deduct): net change in non-cash
 working capital                                    461,313   (1,483,193)
                                                 -----------  -----------
Funds generated from operations                  27,854,762   24,534,017
Add: proceeds on disposal of property,
 plant and equipment                                714,615      473,515
Deduct: required repayments of long-term debt      (108,702)  (1,273,958)
Deduct: maintenance capital expenditures         (3,169,728)  (1,955,340)
                                                 -----------  -----------
Cash available for growth capital
 expenditures and distributions                  25,290,947   21,778,234
                                                ------------ ------------
                                                ------------ ------------

Growth capital expenditures                      19,303,939   11,776,259
                                                ------------ ------------
                                                ------------ ------------

Cash distributions declared                      13,246,474   11,165,792
                                                ------------ ------------
                                                ------------ ------------

The Fund makes regular monthly cash distributions to unitholders. These cash distributions may be reduced, increased or suspended entirely by the trustees depending on the operations of Badger and the performance of its assets. The actual cash flow available for distribution to holders of Fund units is a function of numerous factors, including the Fund's financial performance; debt covenants and obligations; maintenance and growth capital expenditure requirements for the purchase of property, plant and equipment; and number of units outstanding. It may also be impacted by the future tax treatment of income trusts.

The majority of the cash provided by operating activities was used to finance maintenance and growth capital expenditures and to pay distributions to unitholders. As outlined in the above chart, cash which was not distributed to unitholders was used to finance growth capital expenditures.

If maintenance capital expenditures levels increase in future periods, our cash available for growth capital expenditures and distribution will be negatively affected. Due to Badger's growth rate in recent years, the majority of our hydrovac units are relatively new, with an average age of approximately four and a half years. As a result, Badger is currently experiencing relatively low levels of maintenance capital expenditures. Over time, Badger would expect to incur annual maintenance capital expenditures in an amount that approximates the amortization expense reported in the year. Badger expects continued increases in cash provided by operations and cash available for growth capital expenditures and distributions will be sufficient to fund the maintenance capital expenditures in the future.

Badger is restricted from declaring distributions and distributing cash if it is in breach of the covenants under its credit facility. As at the date of this press release the Fund is in material compliance with all debt covenants and is able to fully utilize all existing credit facilities. Badger does not have a stability rating.

Currently the Fund has a $20 million extendable, revolving facility to fund working capital requirements and finance capital expenditures of which $7.6 million was used at December 31, 2006. The Fund will maintain an appropriate mix of flexible debt and equity to finance its maintenance capital expenditures and growth initiatives.

Capital Resources

Investing

---------

In 2006 the Fund spent $22.5 million on property, plant and equipment compared to $12.6 million for 2005. Included in the $22.5 million is the $3.7 million worth of cabs and chassis acquired in December. During 2006, the Fund built 54 new hydrovac units compared to 35 in 2005. The 2006 capital expenditures figure includes maintenance capital expenditures of $3.2 million. Generally speaking, maintenance capital expenditures are incurred during a period to keep the hydrovac fleet at the same number of units, which was 10 for 2006, plus any other capital expenditures required to maintain the existing business.

Financing

---------

During 2006 Badger put in place a $20 million extendable, revolving credit facility to replace its existing $12.0 million demand operating facility. The facility was used to repay existing demand operating line advances and on a go-forward basis will assist in financing Badger's capital expenditure program and general corporate activities. The facility has no required principal repayments. It expires on June 30, 2007 and is renewable at Badger's option for an additional 364-day period. If not renewed, interest is payable on the facility for 364 days, after which the entire amount must be repaid. The facility bears interest at the bank's prime rate or banker's acceptance rate plus 1.00 percent plus 0 to 200 basis points depending on Badger's ratio of funded debt-to-EBITDA.

During 2006 Badger repaid $0.1 million of long-term debt pursuant to regularly scheduled repayments. As a result of these principal payments and the establishment of the $20 million revolving credit facility, the Fund's long-term debt, including the current portion, was $8.6 million at year-end 2006.

At December 31, 2006 the Fund had a long-term, debt-to-equity ratio of 0.16:1 and a long-term, debt-to-trailing-funds-generated-from-operations of 0.30:1. Management believes that the Fund's healthy balance sheet and unutilized borrowing capacity, combined with funds generated from operations, will provide sufficient capital to fund ongoing operations, make distributions to unitholders, finance future capital expenditures and execute its strategic plan for the foreseeable future.

Contractual Obligations and Committed Capital Investment

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

The Fund intends to meet its contractual obligations through funds generated by operating activities. The Fund's contractual obligations for the next five years relating to repayment of long-term debt are as follows (assuming the extendable revolving credit facility is not renewed on June 30, 2007):

2007                                 $  108,768
2008                                  7,727,679
2009                                    108,768
2010                                    108,768
2011                                    108,768
Thereafter                              462,301
                                       ---------

Total                                $8,625,052
                                    ------------
                                    ------------

In addition to the contractual obligations above, at year-end 2006 the Fund had committed to certain capital expenditures totalling approximately $1.8 million. These capital expenditures will be financed with existing credit facilities and funds generated from operations. There are no set terms for remitting payment for these financial obligations.

Due to uncertainty in truck engine and chassis configurations available to Badger in early 2007 as a result of the U.S. Environmental Protection Agency's (EPA) regulations, the Fund committed to purchase a number of chassis with current engines and configurations for production of daylighting units in early 2007. This purchase commitment amounts to approximately $3.7 million and is in the accounts payable and accrued liabilities figure as at December 31, 2006.

Unitholders' Capital

Unitholders' capital increased by $234,000 to $43.5 million at December 31, 2006. This was the result of issuing the following units:

-   10,660 fund units from the long-term incentive plan as payment for
    2005 management performance bonuses;
-   3,250 fund units from the long-term incentive plan as partial payment
    of 2006 fees to non-management trustees; and
-   5,888 fund units pursuant to the exercise of exchange rights.

Units outstanding at December 31, 2006 were 10,758,618. There was no change to the balance as of March 20, 2007.

Off-Balance Sheet Arrangements

At December 31, 2006 and 2005, the Fund had no off-balance sheet arrangements.

Transactions with Related Parties

Shea Nerland Calnan LLP provides legal services to Badger at market rates. David Calnan, a Trustee and Corporate Secretary of the Fund, is a partner in the law firm of Shea Nerland Calnan LLP and is involved in providing and managing Badger's legal services. The total cost of these legal services in 2006 was $240,000 compared to $261,000 for 2005.

Selected Quarterly Financial Information

-------------------------------------------------------------------------
                                         Quarter Ended
                      ---------------------------------------------------
                                              2006
                      ---------------------------------------------------
                         Dec. 31     Sept. 30      June 30      Mar. 31
-------------------------------------------------------------------------
Revenues ($)           25,621,658   25,324,030   21,696,318   25,728,890
-------------------------------------------------------------------------
Net earnings ($)        4,659,784    3,974,958    2,841,459    5,020,254
-------------------------------------------------------------------------
Net earnings per unit
 - basic ($)                 0.43         0.37         0.26         0.47
-------------------------------------------------------------------------
Net earnings per unit
 - diluted ($)               0.43         0.37         0.26         0.47
-------------------------------------------------------------------------


-------------------------------------------------------------------------
                                         Quarter Ended
                      ---------------------------------------------------
                                              2005
                      ---------------------------------------------------
                         Dec. 31     Sept. 30      June 30      Mar. 31
-------------------------------------------------------------------------
Revenues ($)           23,093,735   20,471,322   18,923,312   20,843,310
-------------------------------------------------------------------------
Net earnings ($)        3,468,113    3,547,545    3,629,935    4,135,401
-------------------------------------------------------------------------
Net earnings per unit
 - basic ($)                 0.32         0.33         0.34         0.39
-------------------------------------------------------------------------
Net earnings per unit
 - diluted ($)               0.32         0.33         0.34         0.39
-------------------------------------------------------------------------


Fourth Quarter Highlights

-   As a result of increased activity in the United States, revenue
    increased to $25.6 million from $23.1 million comparing the
    three months ended December 31, 2006 to three months ended
    December 31, 2005. Badger's United States revenue increased to
    $8.5 million from $5.6 million quarter-over-quarter due to increased
    activity related to oil field services. Although revenue increased,
    the average revenue per truck per month during the fourth quarter was
    $29,000 which was a reduction from the $30,300 per month for the same
    period in 2005. The Canadian revenues remained relatively unchanged
    due to several factors which slowed growth in the quarter. These
    factors included unseasonably warm weather in north eastern British
    Columbia, northern Alberta and Ontario and a slowing in the oil and
    natural gas industry in Western Canada.

-   With the increase in revenues, earnings before income taxes increased
    by four percent for the quarter.

-   The Fund added 13 hydrovac units to the fleet and did not remove any
    from service.

-   In December, the Fund put in place a $20 million extendable,
    revolving credit facility, which replaced the existing $12 million
    demand operating facility. The facility was used to repay existing
    demand operating line advances and will assist in financing Badger's
    capital expenditure program as well as general corporate activities.

-   On October 26, 2006 Badger announced it was undergoing an internal
    reorganization to convert the organizational structure of the Fund to
    a more modern trust-on-partnership structure. As a result of the
    federal government's October 31, 2006 announcement the process was
    put on hold. Badger has received a satisfactory advance tax ruling
    from the Canada Revenue Agency allowing it to proceed with the
    internal reorganization. The Fund will continue to monitor these
    proposed changes and determine if the trust-on-partnership structure
    is the most appropriate for maximizing unitholder value and
    accommodating future expansion opportunities.

-   Due to uncertainty in truck engine and chassis configurations
    available to Badger in early 2007 as a result of EPA regulations, the
    Fund committed to purchase a number of chassis with current engines
    and configurations for production of daylighting units in early 2007.
    This amounted to approximately $3.7 million and is in the accounts
    payable and accrued liabilities figure as at December 31, 2006.

New Accounting Pronouncements

CICA Handbook Section 3855 and Section 3861 - Financial Instruments standards will be effective for the Fund's 2007 reporting period and are not expected to have a significant impact on the Fund. These standards address the requirement to record financial instruments at fair value in the financial statements unless certain criteria are met allowing them to be recorded at cost or amortized cost.

Critical Accounting Estimates

Management is responsible for applying judgement in preparing accounting estimates. Certain estimates and related disclosures included within the financial statements are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from management's current judgements. An accounting estimate is considered critical only if it requires the Fund to make assumptions about matters that are highly uncertain at the time the accounting estimate is made, and different estimates the Fund could have used would have a material impact on Badger's financial condition, changes in financial condition or results of operations.

While there are several estimates and assumptions made by management in the preparation of financial statements in accordance with generally accepted accounting principles, the following critical accounting estimates have been identified by management:

Estimates of Amortization of the Hydrovac Units

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

The Fund currently amortizes the hydrovac units over 10 years based on current knowledge and past experience. There is a certain amount of business risk that newer technology or some other unforeseen circumstance could lower this life expectation.

Estimates of Tax Pools and Their Recoverability

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

Badger has estimated its tax pools for the income tax provision. The actual tax pools the Fund may be able to use could be materially different in the future.

Estimates of Impairment of Long-lived Assets

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

The carrying value of long-lived assets, which include property, plant and equipment and intangible assets, is assessed for indications of impairment when events or circumstances indicate that the carrying amounts may not be recoverable from estimated cash flows. Estimating future cash flows requires assumptions about future business conditions and technological developments. Significant, unanticipated changes to these assumptions could require a provision for impairment in the future.

Estimates of Collectibility of Accounts Receivable

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

The Fund estimates the collectibility of its accounts receivable. The Fund continually reviews its accounts receivable balances and makes an allowance when a receivable is deemed uncollectible. The actual collectibility of accounts receivable could differ materially from the estimate.

Estimates of Unit-based Compensation

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

Compensation expense associated with unit options at grant date is an estimate based on various assumptions such as volatility, annual distribution yield, risk-free interest rate and expected life. Badger uses the Black-Scholes methodology to produce an estimate of the fair value of such compensation.

Financial and Other Instruments

Fair Values

-----------

The carrying values of cash, bank indebtedness, accounts receivable, accounts payable and accrued liabilities, income taxes payable and distributions payable approximate the fair value of these financial instruments due to their short-term maturities. The carrying value of the long-term debt approximates fair value due to its floating interest rates.

Foreign Currency Risk

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

In the normal course of operations the Fund is exposed to movements in the United States dollar exchange rate relative to the Canadian dollar. Badger has United States operations and purchases certain items in United States dollars. Badger does not utilize hedging instruments but chooses to be exposed to current United States exchange rates as increases or decreases in exchange rates are not considered to have a significant effect on its business.

Interest Rate Risk

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

The floating interest-rate profile of Badger's long-term debt exposes Badger to interest-rate risk. Badger does not use hedging instruments to mitigate this risk.

Credit Risk

-----------

A substantial portion of Badger's accounts receivable is with customers involved in the oil and natural gas industry, whose revenues may be impacted by fluctuations in commodity prices. Although collection of these receivables could be influenced by economic factors affecting this industry, management considers the risk of a significant loss to be remote at this time. The Fund's credit risk from customers is minimized by Badger's broad customer base and the diverse industries it serves.

Disclosure Controls and Procedures Related to Financial Reporting

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management on a timely basis, including the President and Chief Executive Officer (CEO) and the Vice President Finance and Chief Financial Officer (CFO). This allows appropriate decisions to be made regarding public disclosure. As of December 31, 2006 both the CEO and the CFO have evaluated the effectiveness of Badger's disclosure controls and procedures as defined in Multilateral Instrument 52-109 of the Canadian Securities Administrators. They have concluded that such disclosure controls and procedures are effective.

Business Risks

(Reference is also made to Badger's Annual Information Form.)

Reliance on the Oil and Natural Gas Sector

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

The oil and natural gas sector accounts for a significant portion of the Fund's revenues. The petroleum service industry relies heavily on the volume of capital expenditures made by oil and natural gas explorers and producers and is also affected by certain adverse weather conditions. These spending decisions are based on several factors including, but not limited to, hydrocarbon prices; production levels of current reserves; and access to capital - all of which can vary greatly. To minimize the impact of the oil and natural gas industry cycles, the Fund also focuses on generating revenue from the utility and general contracting market segments.

Competition

-----------

The Fund operates in a highly competitive environment for hydrovac services in Canada. In order to remain the leading provider of hydrovac services in this region, we continually enhance our safety and operational procedures to ensure that they meet or exceed customer expectations. We also have the in-house capabilities to continuously improve our daylighting units so that they remain the most productive and efficient hydrovacs in the business. There can be no assurance that Badger's competitors will not achieve greater market acceptance due to pricing, efficiency, safety and other factors.

United States Operations

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

Badger also faces risks associated with doing business in the United States. The Fund has made a significant investment in the United States to develop the hydrovac market. To date, the market for Badger's hydrovac service business remains mostly undeveloped. The growth rate of the United States market is not determinable.

Safety

------

Safety is one of the Fund's primary concerns. We have implemented programs to ensure our operations meet or exceed current hydrovac safety standards. The Fund also employs regional safety managers who are responsible for maintaining and developing the Fund's safety policies. In addition, these regional managers monitor the Fund's operations to ensure they are operating in compliance with such policies.

Amortization of Daylighting Units

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

The Fund currently amortizes the hydrovac units over 10 years, a policy that is based on our current knowledge and past experience. There is a certain amount of business risk that newer technology or some other unforeseen circumstance could lower this life expectation.

Dependence on Key Personnel

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

Today, Badger has a strong, stable employee base. Badger relies on its ability and the ability of its agents/franchisees to attract and retain key personnel necessary to maintain and grow our business. Any loss of services of key personnel could have a material adverse effect on the business and operations of the Fund. The ability to secure the services of additional personnel is constrained in times of strong industry activity.

Reliance on Key Suppliers

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

Badger has established relationships with key suppliers. There can be no assurance that current sources of equipment, parts, components or relationships with key suppliers will be maintained. If these are not maintained, Badger's ability to manufacture its hydrovac units may be impaired.

Fluctuations in Weather and Seasonality

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

Badger's operating results have been, and are expected to continue to be, subject to quarterly and other fluctuations due to a variety of factors including changes in weather conditions and seasonality. For example, in Western Canada Badger's results may be negatively affected if there is an extended spring break-up period since oil and natural gas industry sites may not be accessible during such periods. In Eastern Canada, Badger has in the past experienced enhanced use of its equipment during cold winters, thus improving the results of its operations during such times. The Fund may then experience a slow period during spring thaw.

In the Western United States, Badger has from time-to-time been restricted by the imposition of government regulations from conducting its work in environmentally sensitive areas during the winter mating seasons of certain animals and birds. This has had a negative effect on Badger's results of operations. As such, changes in the weather and seasonality may, depending on the location and nature of the event, have either a positive or negative effect on Badger's results of operations.

Fluctuations in the Economy and Political Landscape

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

Operations could be adversely affected by a general economic downturn, changes in the political landscape or limitations on spending.

Compliance with Government Regulations

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

While Badger believes it is currently in compliance with all applicable government standards and regulations, there can be no assurance that all of Badger business will be able to continue to comply with all applicable standards and regulations.

Access to Additional Financing

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

Badger may find it necessary in the future to obtain additional debt or equity to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance additional financing will be available to Badger when needed or on terms acceptable to Badger. Badger's inability to raise financing to support ongoing operations or to fund capital expenditures or acquisitions could limit the Fund's growth and may have a material adverse effect upon the Fund.

Self-Insurance

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

Due to the significant increase in insurance premiums, the Fund decided to self-insure against any physical damage it could incur on the Canadian hydrovac units. This decision will be re-evaluated periodically as circumstances change.

Outlook

Badger is optimistic that it will continue to grow in 2007. Actual growth amounts are difficult to predict due to uncertainty in the oil and natural gas sector and the weather. Lack of a good level of frozen ground and the timing of spring break-up in Western Canada will have an effect on first-quarter results in Canada. Badger has strengthened its Canadian management team to provide more focus on developing future hydrovac business. The United States business will continue to grow given good economic indicators and an active oil and gas segment.

BADGER INCOME FUND
Consolidated balance sheets

                                                December 31, December 31,
                                                    2006         2005
                                                      $            $
                                               --------------------------
ASSETS
  Current
  Cash                                            1,319,912    1,190,398
  Accounts receivable                            22,873,841   19,552,905
  Inventories                                     1,399,661    1,180,291
  Prepaid expenses                                  679,675      504,365
                                               --------------------------
                                                 26,273,089   22,427,959

  Property, plant and equipment                  62,367,823   49,389,459

  Intangible assets                               1,551,336    1,401,336

  Future income taxes                                     -    1,332,581

                                               --------------------------
                                                 90,192,248   74,551,335
                                               --------------------------
                                               --------------------------

LIABILITIES AND UNITHOLDERS' EQUITY
  Current
  Bank indebtedness                                       -    3,497,348
  Accounts payable and accrued liabilities       14,951,723    9,457,926
  Income taxes payable                              671,544       86,505
  Distributions payable                           1,129,655    1,052,404
  Current portion of long-term debt                 108,768      108,768
                                               --------------------------
                                                 16,861,690   14,202,951

  Long-term debt                                  8,516,284    1,006,075

  Future income taxes                            10,259,536    8,418,801

                                               --------------------------
                                                 35,637,510   23,627,827
                                               --------------------------

  Unitholders' equity
  Unitholders' capital                           43,488,255   43,254,606
  Contributed surplus                               973,600      826,000
  Retained earnings                              10,092,883    6,842,902
                                               --------------------------
                                                 54,554,738   50,923,508

                                               --------------------------
                                                 90,192,248   74,551,335
                                               --------------------------
                                               --------------------------



BADGER INCOME FUND
Consolidated statements of earnings and retained earnings

                                                 Dec. 31/06   Dec. 31/05
                                                      $            $
                                               --------------------------

Revenue                                          98,370,896   83,331,679
Direct costs                                     61,987,817   52,383,444
                                               --------------------------
                                               --------------------------

Gross margin                                     36,383,079   30,948,235
                                               --------------------------

Expenses
  Amortization                                    8,636,268    7,313,090
  Loss (gain) on sale of property,
   plant and equipment                               (5,580)     226,072
  Interest
    Long-term                                        68,525       85,746
    Current                                         363,882      188,724
  Selling, general and administrative             7,613,620    6,142,778
  Foreign exchange loss (gain)                     (126,004)      11,745
                                               --------------------------
                                                 16,550,711   13,968,155
                                               --------------------------

Earnings before income taxes                     19,832,368   16,980,080
                                               --------------------------

Income taxes
  Current                                           687,480      172,970
  Future                                          2,648,433    2,026,116
                                               --------------------------
                                                  3,335,913    2,199,086
                                               --------------------------

Net earnings for the year                        16,496,455   14,780,994

Retained earnings, beginning of year              6,842,902    3,227,700

Cash distributions                              (13,246,474) (11,165,792)
                                               --------------------------
                                               --------------------------

Retained earnings, end of year                   10,092,883    6,842,902
                                               --------------------------
                                               --------------------------

Net earnings per unit

Basic                                                  1.53         1.39
                                               --------------------------
                                               --------------------------

Diluted                                                1.53         1.38
                                               --------------------------
                                               --------------------------



BADGER INCOME FUND
Consolidated statements of cash flows

                                                 Dec. 31/06   Dec. 31/05
                                                      $            $
                                               --------------------------

Operating activities
Net earnings for the year                        16,496,455   14,780,994
Non-cash items:
  Amortization                                    8,636,268    7,313,090
  Future income taxes                             2,648,433    2,026,116
  Unit-based compensation                           205,190      176,000
  Foreign exchange loss (gain)                     (126,004)      11,745
  Loss (gain) on sale of property,
   plant and equipment                               (5,580)     226,072
                                               --------------------------
                                                 27,854,762   24,534,017
Net change in non-cash working capital             (461,313)   1,483,193
                                               --------------------------
                                                 27,393,449   26,017,210
                                               --------------------------

Financing activities
Proceeds from units issued                               59           89
Proceeds from long-term debt                      7,618,911            -
Repayment of long-term debt                        (108,702)  (1,273,958)
Distributions to unitholders                    (13,169,223) (12,599,901)
Increase (decrease) in bank indebtedness         (3,497,348)     676,025
                                               --------------------------
                                                 (9,156,303) (13,197,745)
                                               --------------------------
Investing activities
Purchase of property, plant and equipment       (22,323,667) (11,230,263)
Purchase of intangible assets                      (150,000)  (1,401,336)
Proceeds on disposal of property,
 plant and equipment                                714,615      473,515
Net change in non-cash working capital            3,651,420            -
                                               --------------------------
                                                (18,107,632) (12,158,084)
                                               --------------------------

Increase in cash during the year                    129,514      661,381
Cash, beginning of year                           1,190,398      529,017
                                               --------------------------
Cash, end of year                                 1,319,912    1,190,398
                                               --------------------------
                                               --------------------------

Interest paid                                       411,383      274,470
                                               --------------------------
                                               --------------------------
Income taxes paid (received)                       (421,349)  (1,689,581)
                                               --------------------------
                                               --------------------------


GEOGRAPHIC SEGMENTED INFORMATION
The Fund operates in two geographic/reportable segments providing
daylighting services to each of these segments. The following is selected
information for the year and three months ended December 31, 2006 and
December 31, 2005 based on these geographic segments:


                                      Three months ended Dec. 31, 2006
                                   --------------------------------------
                                    Canada ($)     USA ($)     Total ($)

Revenue                             17,125,230    8,496,428   25,621,658

Direct costs                        10,835,288    5,405,809   16,241,097

Selling, general and
 administrative                      1,546,277      738,672    2,284,949

EBITDA((x))                          4,742,266    2,564,310    7,306,576

Amortization                         1,608,965      702,196    2,311,161

Earnings before income taxes         2,983,620    1,861,735    4,845,355

Capital expenditures                 6,317,701    2,332,481    8,650,182


                                      Three months ended Dec. 31, 2005
                                   --------------------------------------
                                    Canada ($)     USA ($)     Total ($)

Revenue                             17,489,671    5,604,064   23,093,735

Direct costs                        10,888,311    3,759,363   14,647,674

Selling, general and
 administrative                      1,068,407      519,880    1,588,287

EBITDA((x))                          5,548,913    1,295,695    6,844,608

Amortization                         1,462,500      444,817    1,907,317

Earnings before income taxes         3,807,918      861,780    4,669,698

Capital expenditures                 4,506,282      723,614    5,229,896



                                      Twelve months ended Dec. 31, 2006
                                   --------------------------------------
                                    Canada ($)     USA ($)     Total ($)

Revenue                             68,940,697   29,430,199   98,370,896

Direct costs                        43,013,050   18,974,767   61,987,817

Selling, general and
 administrative                      5,135,903    2,477,717    7,613,620

EBITDA((x))                         20,835,062    8,060,401   28,895,463

Amortization                         6,267,848    2,368,420    8,636,268

Earnings before income taxes        14,193,183    5,639,185   19,832,368

Property, plant and equipment       44,542,937   17,824,886   62,367,823

Intangible assets                    1,551,336            -    1,551,336

Total assets                        63,313,728   26,878,520   90,192,248

Capital expenditures                11,722,715   10,750,952   22,473,667


                                      Twelve months ended Dec. 31, 2005
                                   --------------------------------------
                                    Canada ($)     USA ($)     Total ($)

Revenue                             64,732,824   18,598,855   83,331,679

Direct costs                        40,157,585   12,225,859   52,383,444

Selling, general and
 administrative                      4,109,154    2,033,624    6,142,778

EBITDA((x))                         20,520,034    4,273,678   24,793,712

Amortization                         5,680,863    1,632,227    7,313,090

Earnings before income taxes        14,337,818    2,642,262   16,980,080

Property, plant and equipment       39,399,044    9,990,415   49,389,459

Intangible assets                    1,401,336            -    1,401,336

Total assets                        58,593,631   15,957,704   74,551,335

Capital expenditures                10,853,981    2,877,618   13,731,599

((x)) Earnings before interest, taxes, depreciation and amortization

(EBITDA) is a measure of the Fund's operating profitability and is

therefore useful to management and investors. EBITDA provides an

indication of the results generated by the Fund's principal business

activities prior to how these activities are financed, assets are

amortized or how the results are taxed in various jurisdictions. EBITDA

is calculated from the Consolidated Statements of Earnings and Retained

Earnings as gross margin, less selling, general and administrative costs

and foreign exchange loss (gain).

Forward-Looking Statements

Certain statements contained in the press release constitute forward-looking statements. These statements relate to future events or Badger's future performance. All statements other than statements of historical fact may be forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Other factors include, but are not limited to: the future tax treatment of income trusts; supply-demand fluctuations for oil and natural gas and related products and services; political and economic conditions; the demand for services provided by the Fund; industry competition; and Badger's ability to attract and retain key personnel. The Fund believes that the expectations reflected in these forward-looking statements are reasonable; however, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be relied upon. In addition, these forward-looking statements relate to the date on which they are made. Badger disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Badger Income Fund is an open-ended trust that is North America's largest provider of non-destructive excavating services. Badger traditionally works for contractors and facility owners in the utility and petroleum industries. Our key technology is the Badger Hydrovac, which is used primarily for safe digging in congested grounds and challenging conditions. The Badger Hydrovac uses a pressurized water stream to liquefy the soil cover, which is then removed with a powerful vacuum system and deposited into a storage tank. Badger manufactures its truck-mounted hydrovac units.

Badger Income Fund's business model involves the provision of excavating services through two distinct entities: the Operating Partners (franchisees in the United States and agents in Canada), and Badger Corporate. Badger Corporate works with its Operating Partners to provide Hydrovac service to the end user. In this partnership, Badger provides the expertise, the trucks, and North American marketing and administration support. The Operating Partners deliver the service by operating the equipment and developing their local markets. All work is invoiced by Badger and then shared with the Operating Partner based upon a revenue sharing formula. In limited locations Badger has established corporate run operations to market and deliver the service in the local area.

The Toronto Stock Exchange has neither approved nor disapproved the

information contained herein.

%SEDAR: 00020566E