- 27 -Acquiring Selected Multi-Family Residential Properties<strong>Boardwalk</strong> <strong>REIT</strong> seeks to expand its property portfolio by continuing to acquire multi-family residentialproperties within Canada. Future real property acquisitions will be subject to specific investment guidelines andthe operation of <strong>Boardwalk</strong> <strong>REIT</strong> and its subsidiaries is subject to specific operating policies, as describedelsewhere in this AIF. The Trustees are responsible for the general control, direction and management of<strong>Boardwalk</strong> <strong>REIT</strong> and have determined that in evaluating a potential acquisition the Trust‘s investment prioritiesshould be based on the following;.1. the target asset must be located in Canada;2. the target asset must be an Apartment;3. the overall all anticipated return from the target asset must be Risk Adjusted;4. the target asset must be located in a Major Market;5. the Apartment must be Well Located; and6. the Apartment must be of a Better Quality.To further assist in the interpretation of the above noted investment criteria the following enhancedinterpretations are provided.Apartment - a structure that has a roof and walls that stands permanently in one place;Risk Adjusted – a focus on investments where anticipated returns are justified given the risk associatedwith the investment... The Risk Adjusted rate is adjusted internally on an ongoing basis.Major Centres – Markets that have a solid growth economy and have sufficient apartment stock todevelop economies of scale of a minimum of 1000 apartment units.Well Located – in areas of Major Centres that command higher than average rents.Better Quality Assets – The asset has no functional obsolescence, (i.e. a good unit mix, good commonareas, strong construction specifications).In reviewing potential apartment acquisitions, Management always keeps in mind the short and long termaccretiveness of the transaction under review. As a bench mark, the Trust will look to the underlyingcapitalization rate that its Trust units are being valued at on the Toronto Stock Exchange. On occasion, anapartment building may come up for sale that potentially may transact at a capitalization rate that is lower than theTrust‘s implied cap rate. However, further examination may find underlying economics, such as current rentalrates are well below market rates and, once these are stabilized, the asset itself will be accretive.In a competitive acquisition market like the one the Trust currently finds itself, the focus of managementis on growing the value, quality and service of our existing portfolio through our most valuable asset, our team ofAssociates. The Trusts‘s most significant returns come from growing the expertise of our Associates. By way ofexample, <strong>Boardwalk</strong>‘s program over the last three (3) years to reduce the contracting out of repairs andmaintenance and to increase the internalization of those functions has led to higher productivity among the Trust‘sAssociates. Acquisitions in a competitive market can be dilutive because of high deferred capital expendituresand vacancy. Accordingly, in the current competitive acquisition market, the Trust has and will continue to focuson improving the quality, value and service of its existing portfolio, which, management is confident, will lead tohigher revenues and funds from operations (―FFO‖).During the 12 months ended December 31, 2010, the Trust disposed of 1,142 units in the Provinces ofAlberta, British Columbia, Saskatchewan and Quebec.
- 28 -Sale of PropertiesA part of the Trust's operations consists of the sale of selective properties. The number and type ofproperty sales will be driven by a number of sale criteria that include but are not limited to:The property or a market is determined to be ―mature‖ with continued limited upside as comparedto other investment opportunities.Market forces, in some economic environments, which create an opportunity to sell assets atvalues in excess of the existing value of the Trusts overall implied market valueOn a selective basis, the Trust may determine that, rather than the outright sale of a selectiveproperty, it may be in its best interest to convert an existing property, subject to the requirementsof applicable law, including applicable tax law governing income trusts, to individualcondominium units and, subsequently, sell these units on an individual basis.Joint Venture opportunities where the Trust contributes management services and selected assetsin exchange for cash and a reduced ownership.As part of this strategy, equity released by these sales would be channelled to more accretiveopportunities such as, but not limited to, the acquisition of other apartment units, the continued capital upgrade ofthe remaining property portfolio or the acquisition of the Trust‘s <strong>REIT</strong> Units or other securities trading in thepublic market. As of December 31, 2010, the Trust disposed of 1,142 units for total gross proceeds of $111.3million.Investment PhilosophyThroughout <strong>Boardwalk</strong>‘s history, the Trust has constantly looked for opportunities to continue to createvalue for its Trust Unitholders. This is achieved by investing managerial resources and capital in activities thatincrease funds from operations and adjusted funds from operations (―AFFO‖) per Trust Unit on a sustained basisand/or increase net asset value (―NAV‖) per Trust Unit. Prior to 2008, the Trust focused a large part of thisopportunity on investment opportunities, both in capital improvements to the Trust‘s existing portfolio and in theacquisition of additional properties. However, the Trust‘s investment strategy is not simply one by which it isconstantly looking to expand its existing footprint, but rather one by which it is constantly looking to create valuefor Unitholders. Starting in 2008, but more pronounced during 2009 and 2010, it was evident that the Trust‘sinvestment opportunity was not in the acquisition of additional apartment units, but rather in the deployment ofcapital to acquire additional Trust Units on the public market through its published Normal Course Issuer Bid(―NCIB‖), the details of which will be further discussed later in this AIF under the heading ―Normal CourseIssuer Bid‖. During 2010, the Trust bought back and cancelled a total of 423,400 Trust Units for a totalinvestment of $17.0 million. In 2009, the Trust bought back and cancelled a total of 790,000 Trust Units for atotal investment of $22.8 million. To fund these acquisitions, the Trust used a combination of the net proceedsfrom the sale of non-core properties (which were sold at prices well in excess of the current trading value of itsremaining real estate assets based on the trading price of the Trust Units on the TSX), as well as National HousingAct (Canada) (―NHA‖) insured debt capital issued at historically low interest rates.The non-core properties referred to above, consisting of 1,142 apartment units, were disposed for a totalselling price of $111.3 million. The implied capitalization rate on these sales was 5.95%, a valuation well-abovethe implied value of the Trust Units, which, in management‘s opinion, demonstrates a continued arbitragebetween ―Main Street‖ and ―Bay Street‖ apartment pricing. <strong>Boardwalk</strong> <strong>REIT</strong>, therefore, believes the focusedsale of these non-core properties continues to be the best investment of its capital at this time.As previously noted under the heading ―Sale of Properties‖, the Trust has an on-going program of sellingnon-core properties in its portfolio and re-deploying the released capital to acquiring additional properties and/orinvesting it back in its existing properties to achieve superior returns.