Wajax Income Fund
TSX : WJX.UN

Wajax Income Fund

August 05, 2009 09:55 ET

Wajax Reports Second Quarter 2009 Results

TORONTO, ONTARIO--(Marketwire - Aug. 5, 2009) - Wajax Income Fund (TSX:WJX.UN) -



--------------------------------------
(Dollars in millions, except per unit Three Months Six Months
data) Ended June 30 Ended June 30
--------------------------------------
2009 2008 2009 2008
--------------------------------------
CONSOLIDATED RESULTS
--------------------
Revenue $239.6 $311.2 $495.5 $596.9
Net earnings $9.8 $20.0 $19.1 $38.0
Basic earnings per unit $0.59 $1.20 $1.15 $2.29
Distributable cash (1) $11.3 $18.8 $22.7 $37.2
Basic distributable cash per unit (1) $0.68 $1.14 $1.37 $2.24

SEGMENTS
--------
Revenue - Mobile Equipment $120.0 $177.9 $242.6 $331.1
- Industrial Components $71.5 $76.9 $146.2 $151.8
- Power Systems $49.2 $57.1 $108.2 $115.7
Earnings - Mobile Equipment $8.5 $14.9 $16.3 $26.4
% margin 7.1% 8.4% 6.7% 8.0%
- Industrial Components $1.2 $4.1 $1.8 $9.9
% margin 1.7% 5.3% 1.2% 6.5%
- Power Systems $2.4 $5.0 $5.9 $9.8
% margin 4.9% 8.8% 5.5% 8.5%
--------------------------------------



(1) Denotes non-GAAP measure. See Non-GAAP Measures section in the attached Management's Discussion and Analysis (MD&A).

Wajax Income Fund today announced second quarter 2009 results.

Second Quarter Highlights

- Consolidated revenue declined 23% compared to last year. Mobile Equipment's revenues decreased 33% on lower equipment volumes due to significantly reduced market demand in the forestry, construction and material handling sectors. Power Systems' sales decreased 14% mainly as a result of lower equipment and parts and service sales to natural gas drilling and servicing customers in western Canada. Industrial Components' segment revenue decreased 7% year-over-year, however, the decline was 21% after accounting for the revenue of the Peacock business acquired in the third quarter of last year. Softer market demand led to declines in all geographic segments and in most industry sectors.

- Consolidated net earnings in the quarter of $9.8 million, or $0.59 per unit, declined from the $20.0 million, or $1.20 per unit, recorded last year. The decrease in earnings is mainly attributable to the decline in revenues in all three businesses.

- Basic distributable cash (see Non-GAAP Measures section in the MD&A) of $0.68 per unit was reduced from the $1.14 per unit recorded the previous year as a result of the reduction in earnings, partially offset by reduced maintenance capital spending.

- Funded debt, net of cash, was reduced by $31.1 million in the quarter to $108.7 million at June 30, 2009 as a result of $30.7 million of reductions to non-cash working capital items.

- The Fund announced a reduction in monthly distributions to $0.15 per unit ($1.80 annualized) from $0.20 per unit effective August 2009. Monthly distributions of $0.15 per unit were declared for August, September and October.

Commenting on the second quarter results and the outlook for the year, Neil Manning, President and CEO, stated "The weak Canadian economy continued to negatively affect most of our end markets in the second quarter. In particular, reduced activity in manufacturing, forestry, construction and natural gas drilling significantly impacted sales in all three business segments. Mobile Equipment mining sector revenues continued to show strength as a result of strong parts and service volumes and equipment deliveries from backlog, primarily to customers in the oil sands. While previously announced cost reductions were realized in the quarter, they were mostly offset by additional overhead costs assumed on the Peacock acquisition, reduced internal expense recoveries on lower volume and severances. To date, we have reduced headcount by approximately 15% and we will continue to adjust our staffing levels as market conditions warrant.

We were pleased with the considerable progress made in reducing our working capital and funded debt in the quarter. As expected, accounts receivable and inventory began to contract with the slowing economy and going forward, all three businesses will continue to focus on reducing working capital.

The decision to reduce monthly distributions from $0.20 per unit to $0.15 per unit is reflective of the level of distributable cash earned to date, and expectations for the balance of 2009.

While we anticipate markets will remain soft for the balance of 2009, we believe our activity in the oil sands will remain strong and we expect to benefit from planned government stimulus spending, although the timing of these expenditures remains unclear. As well, we believe the Fund is well positioned to take advantage of growth opportunities, particularly in the energy and mining sectors as the Canadian economy emerges from this downturn."

Wajax is a diversified income fund that has three core distribution businesses engaged in the sale and after-sales parts and service support of mobile equipment, industrial components and power systems, through a network of over 110 branches across Canada. Its customer base spans natural resources, construction, transportation, manufacturing, industrial processing and utilities.

Wajax will Webcast its Second Quarter Financial Results Conference Call. You are invited to listen to the live Webcast on Wednesday, August 5, 2009 at 2:30 p.m. ET. To access the Webcast, enter www.wajax.com and click on the link for the Webcast on the Investor Relations page. The archived Webcast will be available at the above mentioned website within 24 hours after the conference call.

This news release contains forward-looking information. Please refer to the "Forward-Looking Statements" section in the accompanying Management Discussion and Analysis.

Management's Discussion and Analysis -- Q2 2009

The following management's discussion and analysis ("MD&A") discusses the consolidated financial condition and results of operations of Wajax Income Fund (the "Fund" or "Wajax") for the quarter ended June 30, 2009. This MD&A should be read in conjunction with the information contained in the interim Unaudited Consolidated Financial Statements and accompanying notes for the quarter ended June 30, 2009, the annual Audited Consolidated Financial Statements and accompanying notes of the Fund for the year ended December 31, 2008 and the associated MD&A. Information contained in this MD&A is based on information available to management as of August 5, 2009.

Unless otherwise indicated, all financial information within this MD&A is in millions of dollars, except per unit data.

Additional information, including the Fund's Annual Report and Annual Information Form, are available at www.sedar.com.

Responsibility of Management and the Board of Trustees

Management is responsible for the information disclosed in this MD&A and the Consolidated Financial Statements and accompanying notes, and has in place appropriate information systems, procedures and controls to ensure that information used internally by management and disclosed externally is materially complete and reliable. The Fund's Board of Trustees has approved this MD&A and the interim Unaudited Consolidated Financial Statements and accompanying notes. In addition, the Fund's Audit Committee, on behalf of the Board of Trustees, provides an oversight role with respect to all public financial disclosures made by the Fund, and has reviewed this MD&A and the interim Unaudited Consolidated Financial Statements and accompanying notes.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

The Fund has designed disclosure controls and procedures ("DC&P") to provide reasonable assurance that material information relating to the Fund is made known to the Chief Executive Officer and the Chief Financial Officer, particularly during the period in which the interim filings are being prepared. The Fund has designed internal controls over financial reporting ("ICFR") to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian Generally Accepted Accounting Principles.

The Fund's management was unable to properly evaluate the design of DC&P and ICFR related to Peacock, the Weir Process Equipment division of Weir Canada Inc., which was acquired in September 2008. Peacock had revenues of approximately $21.1 million in the six months ended June 30, 2009 and was converted to Kinecor's new computer system effective June 1, 2009. The Fund's management anticipates that the integration of Peacock will be completed prior to September 2009 at which time it will be under the existing Industrial Components control environment.

The Fund's Kinecor segment is in the process of implementing a new computer system to manage their business. By the end of the quarter a significant portion of the operations had migrated to the new system, resulting in a material change in ICFR. The Fund intends to migrate the remainder of Kinecor's operations to the new computer system before the end of the year.

Wajax Income Fund Overview

The Fund is an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated April 27, 2005. The Fund was created to indirectly invest, on June 15, 2005, in substantially all of the assets and business formerly conducted by Wajax Limited.

The Fund intends to make monthly cash distributions, generally payable to unitholders of record on the last business day of each calendar month and to be paid on or about the 20th day of the following month. The Fund may make special cash and/or special non-cash distributions at the end of the year to ensure, as provided in the Fund's Declaration of Trust, that the Fund's total distributions for the year are equal to its taxable income for the year. Cash distributions are dependent on, among other things, the cash flow of the Fund.

The Fund's core distribution businesses are engaged in the sale and after-sales parts and service support of mobile equipment, industrial components and power systems, through a network of over 110 branches across Canada. The Fund is a multi-line distributor and represents a number of leading worldwide manufacturers across its core businesses. Its customer base is diversified, spanning natural resources, construction, transportation, manufacturing, industrial processing and utilities.

The Fund's strategy is to grow earnings in all segments through continuous improvement of operating margins and revenue growth while maintaining the Fund's strong balance sheet. Revenue growth will be achieved through market share gains, new geographic territories and the addition of new complementary product lines either organically or through acquisitions.

Forward-Looking Information

This MD&A contains forward-looking statements. These statements relate to future events or future performance and reflect management's current expectations and assumptions. The words "anticipate", "expect", "believe", "may", "should", "estimate", "project", "outlook", "forecast" or similar words are used to identify such forward looking information. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management of the Fund. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, among other things, changes in laws and regulations affecting the Fund and its business operations, changes in taxation of the Fund, general business conditions and economic conditions in the markets in which the Fund and its customers compete, fluctuations in commodity prices, the Fund's relationship with its suppliers and manufacturers and its access to quality products, and the ability of the Fund to maintain and expand its customer base. Additional information on these and other factors is included in this MD&A and in the Fund's MD&A for the year ended December 31, 2008 under the heading "Risks and Uncertainties and in other reports filed by the Fund with Canadian securities regulators. Such factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. The forward-looking statements reflect management's expectations as of the date hereof and the Fund does not assume any obligation to update or revise them to reflect new events or circumstances, except as required by law.



Consolidated Results

Three months Six months
ended June 30 ended June 30
2009 2008 2009 2008
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Revenue $239.6 $311.2 $495.5 $596.9
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Gross profit $59.4 $71.7 $122.8 $139.3
Selling and administrative expenses $49.2 $50.3 $102.5 $98.4
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Earnings before interest and income
taxes $10.2 $21.4 $20.3 $40.9
Interest expense $1.2 $1.1 $2.3 $2.2
Income tax (recovery) expense ($0.8) $0.3 ($1.2) $0.7
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Net earnings $9.8 $20.0 $19.1 $38.0
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Distributable cash(1) $11.3 $18.8 $22.7 $37.2

Cash Distributions declared $10.0 $16.8 $25.2 $33.2

Distributions paid
- Monthly $10.0 $16.6 $27.9 $33.0
- Special - - - $7.8
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Earnings per unit
- Basic $0.59 $1.20 $1.15 $2.29
- Diluted $0.59 $1.19 $1.14 $2.27

Distributable cash per unit (1)
- Basic(2) $0.68 $1.14 $1.37 $2.24
- Diluted $0.68 $1.13 $1.35 $2.23

Cash distributions declared
per unit (2) $0.60 $1.01 $1.52 $2.00

Distributions paid per unit (2)
- Monthly $0.60 $1.00 $1.68 $1.99
- Special - - - $0.47
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(1) Non-GAAP measure, see the Non-GAAP Measures and Distributable Cash sections.
(2) Based on actual number of units outstanding on the relevant record date.

Revenue

Revenue in the second quarter of 2009 decreased $71.6 million to $239.6 million, from $311.2 million in 2008. Revenue in the second quarter of 2009 included $10.4 million of revenue from the acquisition of Peacock. Segment revenue decreased 33% in Mobile Equipment, 14% in Power Systems and 7% in Industrial Components including Peacock compared to last year.

For the six months ended June 30, 2009, revenue decreased $101.4 million, or 17%, and included approximately $21.1 million of revenue from the acquisition of Peacock.

Gross profit

Gross profit in the second quarter of 2009 decreased $12.3 million due to the negative impact of lower revenues, offset partially by the positive impact of higher gross profit margins compared to last year. The gross profit margin percentage for the quarter increased to 24.8% in 2009 from 23.0% in 2008 due to a higher proportion of parts and service volumes compared to last year.

For the six months ended June 30, 2009, gross profit decreased $16.5 million compared to last year. The gross profit margin percentage increased to 24.8% in 2009 from 23.3% in 2008.

Selling and administrative expenses

Selling and administrative expenses decreased $1.1 million in the quarter compared to last year. Lower personnel costs and other sales related expense reductions were mostly offset by a decline in expense recoveries, $3.1 million of Peacock selling and administrative expenses and $0.6 million of severance costs. Selling and administrative expenses as a percentage of revenue increased to 20.5% in 2009 from 16.2% in 2008.

For the six months ended June 30, 2009, selling and administrative expenses increased $4.1 million compared to last year. Peacock selling and administrative expenses of $6.9 million, a decline in expense recoveries and higher severance and bad debt costs were offset partially by reductions in personnel costs compared to last year. Selling and administrative expenses as a percentage of revenue increased to 20.7% in 2009 from 16.5% in 2008.

Interest expense

Quarterly interest expense of $1.2 million increased $0.1 million compared to last year. The impact of higher funded debt net of cash ("funded net debt") outstanding in 2009 compared to last year, as a result of the acquisition of Peacock in September 2008, was mostly offset by the positive impact of lower interest rates.

For the six months ended June 30, 2009, interest expense increased $0.1 million compared to 2008 for the same reasons noted above.

Income tax expense

The effective income tax rate of negative 8.9% for the quarter decreased from 1.6% the previous year due mainly to a recovery of current income taxes resulting from a tax loss in the Fund's subsidiary Wajax Limited compared to last year.

For the six months ended June 30, 2009, the effective income tax rate of negative 6.5% decreased from 1.8% the previous year due mainly to a recovery of current income taxes resulting from a tax loss in the Fund's subsidiary Wajax Limited compared to last year.

The Fund's effective income tax rate was lower than the Fund's statutory income tax rate of 31.2% as the majority of the Fund's income is not currently subject to tax in the Fund.

The Fund is a "mutual fund trust" as defined under the Income Tax Act (Canada) and is not currently taxable on its income to the extent that it is distributed to its unitholders. Pursuant to the terms of the Declaration of Trust, all income earned by the Fund is distributed to its unitholders. Accordingly, no provision for income taxes is required on income earned by the Fund that is distributed to its unitholders. The Fund's corporate subsidiaries are subject to tax on their taxable income.

Under legislation enacted on June 22, 2007, the Fund as a publicly traded income trust will pay tax on its income distributed commencing in 2011 at a rate that is substantially equivalent to the general corporate income tax rate. The Fund may become taxable on its distributions prior to 2011 if its equity capital grows beyond certain dollar limits measured by reference to the Fund's market capitalization on October 31, 2006. The Fund has not exceeded its growth limits at June 30, 2009.

On March 12, 2009 legislation was enacted to permit income funds to "convert" into public corporations without triggering adverse tax consequences to the income fund and its unitholders. The Fund is currently evaluating the legislation which provides for alternative methods whereby an income fund can convert to a public corporation. The Fund's current expectation is that it will delay conversion to a corporate structure until January 1, 2011 so long as it continues to benefit from the efficient distribution of its taxable income to unitholders and continues to meet the limitations on growth in equity. After conversion it is anticipated that the Fund's dividends will be equal to its distributions prior to conversion, less incremental income taxes to be paid as a corporation. The Fund will continue to monitor its position on timing of conversion to a corporation and its distribution policy taking into account any changes in tax rules governing income trusts and other capital market considerations.

Net earnings

Quarterly net earnings of $9.8 million, or $0.59 per unit, decreased $10.2 million from $20.0 million, or $1.20 per unit in 2008. The negative impact of lower volumes more than offset the positive impact of higher gross profit margins, lower selling and administrative and income tax expenses compared to last year.

For the six months ended June 30, 2009, net earnings decreased $18.9 million to $19.1 million, or $1.15 per unit, from $38.0 million, or $2.29 per unit, in 2008. The negative impact of lower volumes and higher selling and administrative expenses more than offset the positive impact of higher gross profit margins and lower income tax expenses compared to last year.

Comprehensive income

Comprehensive income for the quarter of $9.5 million decreased $10.6 million from $20.1 million the previous year due to the $10.2 million decrease in net earnings and a $0.4 million increase in other comprehensive loss compared to last year. The increase in other comprehensive loss resulted from an increase in gains on derivative contracts designated as cash flow hedges in prior periods transferred to cost of inventory, partially offset by gains on derivative contracts designated as cash flow hedges outstanding at the end of the quarter.

For the six months ended June 30, 2009, comprehensive income of $18.9 million decreased $18.8 million from $37.7 million the previous year due to the $18.9 million decrease in net earnings, offset in part by a $0.1 million decrease in other comprehensive loss compared to last year. The decrease in other comprehensive loss resulted from an increase in gains on derivative contracts designated as cash flow hedges outstanding at the end of the quarter, partially offset by an increase in gains on derivative contracts designated as cash flow hedges in prior periods transferred to cost of inventory.

Funded net debt

Funded net debt of $108.7 million decreased $31.1 million compared to March 31, 2009. Second quarter cash flows from operating activities before changes in non-cash working capital of $12.6 million and a decrease in non-cash working capital of $30.7 million exceeded cash distributions of $10.0 million and capital spending of $2.1 million. Compared to June 30, 2008 funded net debt increased $20.5 million due to the acquisition of Peacock in September 2008. The Fund's quarter-end debt-to-equity ratio of 0.54:1 at June 30, 2009 decreased from last quarter's ratio of 0.70:1 and increased from last year's ratio of 0.43:1.

Distributable cash (see Non-GAAP Measures section) and distributions

For the quarter ended June 30, 2009 distributable cash was $11.3 million, or $0.68 per unit, compared to $18.8 million, or $1.14 per unit, the previous year. The decrease was due to lower cash flows from operations before changes in non-cash working capital, offset partially by lower maintenance capital expenditures compared to last year. For the quarter ended June 30, 2009 monthly cash distributions declared were $0.60 per unit (2008 - $1.01 per unit).

For the six months ended June 30, 2009 distributable cash was $22.7 million, or $1.37 per unit, compared to $37.2 million, or $2.24 per unit, the previous year. The decrease was due to lower cash flows from operations before changes in non-cash working capital, offset in part by lower maintenance capital expenditures compared to last year. For the six months ended June 30, 2009 monthly cash distributions declared were $1.52 per unit (2008 - $2.00 per unit). Cash distributions declared in excess of distributable cash for the six month ended June 30, 2009 of $2.5 million, or $0.15 per unit, were funded by the Fund's bank credit facility.

On August 5, 2009 the Fund announced a $0.05 per unit reduction in monthly cash distributions to $0.15 per unit ($1.80 annualized) for the months of August, September and October payable on September 21, 2009, October 20, 2009 and November 20, 2009 to unitholders of record on August 31, 2009, September 30, 2009 and October 30, 2009 respectively.



Quarterly Results of Operations

Mobile Equipment

Three months Six months
ended June 30 ended June 30
2009 2008 2009 2008
-------------------------------------------------------------
Equipment $71.1 $125.7 $146.7 $231.8
Parts and service $48.9 $52.2 $95.9 $99.3
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Gross revenue $120.0 $177.9 $242.6 $331.1
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Segment earnings $8.5 $14.9 $16.3 $26.4
Segment earnings margin 7.1% 8.4% 6.7% 8.0%
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Revenue in the second quarter of 2009 decreased $57.9 million, or 33%, to $120.0 million from $177.9 million in the second quarter of 2008. Segment earnings for the quarter decreased $6.4 million to $8.5 million compared to the second quarter of 2008. The following factors contributed to the Mobile Equipment segment's second quarter results:

- Equipment revenue decreased $54.6 million compared to last year as overall market demand for new equipment in the forestry and construction and material handling sectors declined between 45% and 50%. Specific quarter-over-quarter variances included the following:

- Forestry and construction equipment revenue decreased $42.8 million compared to last year. New Hitachi excavator and JCB construction equipment sales declined in all regions resulting primarily from weaker market conditions. Forestry equipment sales decreased due mainly to lower sales of Peterson Pacific in western Canada and Ontario stemming from a decline in market activity.

- Material handling equipment revenue decreased $10.1 million across all regions resulting from lower demand in all industrial sectors.

- Crane and utility equipment revenue decreased $3.2 million due primarily to reduced new equipment crane sales in western Canada.

- Mining equipment revenue increased $1.5 million.

- Parts and service volumes decreased $3.3 million compared to last year as declines in the forestry and construction, material handling and crane and utility sectors across Canada more than offset increases in the mining sector.

- Earnings decreased $6.4 million to $8.5 million compared to last year. The negative impact of lower volumes more than offset the benefit of higher gross profit margins due to a greater proportion of parts and service sales compared to last year and a $1.4 million decrease in selling and administrative expenses. Selling and administrative expenses decreased as the benefit from lower personnel expenses and other sales related costs were more than offset by lower expense recoveries and higher severance costs compared to last year.

Due to the continued economic slowdown experienced in the second quarter, management is continuing to take further steps to reduce the segment's cost base. The segment will also continue to maintain disciplined control over inventories and receivables.

Industrial Components



Three months Six months
ended June 30 ended June 30
2009 2008 2009 2008
-------------------------------------------------------------
Gross revenue $71.5 $76.9 $146.2 $151.8
-------------------------------------------------------------
Segment earnings $1.2 $4.1 $1.8 $9.9
Segment earnings margin 1.7% 5.3% 1.2% 6.5%
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Revenue in Industrial Components of $71.5 million decreased $5.4 million from $76.9 million in the second quarter of 2008. Revenues in the second quarter of 2009 included approximately $10.4 million of revenue from the Peacock acquisition effective September 5, 2008. Excluding Peacock, Industrial Components revenue declined 21% compared to last year. Segment earnings decreased $2.9 million to $1.2 million in the quarter compared to the previous year. The following factors contributed to the segment's second quarter results:

- Bearings and power transmission parts sales decreased $9.9 million compared to last year due primarily to lower volumes in the mining and industrial sectors across all regions and decreased sales to forestry and metal processing customers in eastern Canada and Ontario.

- Fluid power and process equipment products and service revenues increased $4.5 million. Excluding approximately $10.4 million of revenue from Peacock, revenues declined $5.9 million due mostly to reduced natural gas drilling activity in western Canada compared to last year.

- Segment earnings decreased $2.9 million to $1.2 million compared to last year due to the negative impact of lower volumes and a $1.4 million increase in selling and administrative expenses. Excluding Peacock costs of approximately $3.1 million, selling and administrative expenses decreased $1.7 million as lower personnel expenses and other cost reductions were partially offset by higher severance costs and new branch overhead costs compared to last year.

During the quarter, the Peacock business was converted to the new computer system currently being implemented across the Industrial Components segment. This new system is expected to be fully implemented in all operations across Canada by the end of 2009 and will provide additional functionality and capacity which will accommodate the segment's future growth.

Due to the continued economic slowdown experienced in the second quarter, management is continuing to take further steps to reduce the segment's cost base. The segment will also continue to maintain disciplined control over inventories and receivables.

Power Systems



Three months Six months
ended June 30 ended June 30
2009 2008 2009 2008
-------------------------------------------------------------
Equipment $16.7 $23.0 $41.4 $46.9
Parts and service $32.5 $34.1 $66.8 $68.8
-------------------------------------------------------------
Gross revenue $49.2 $57.1 $108.2 $115.7
-------------------------------------------------------------
Segment earnings $2.4 $5.0 $5.9 $9.8
Segment earnings margin 4.9% 8.8% 5.5% 8.5%
-------------------------------------------------------------


Revenue in the second quarter decreased $7.9 million to $49.2 million compared to $57.1 million in 2008. Segment earnings decreased $2.6 million to $2.4 million in the quarter compared to the previous year. The following factors impacted quarterly revenues and earnings:

- Revenue at Waterous Power Systems ("Waterous") in western Canada decreased $7.8 million compared to last year. Equipment sales decreased $4.8 million due mainly to a reduction in engine sales to oil and gas drilling customers. Parts and service revenue decreased $3.0 million due primarily to lower sales to off-highway customers resulting from reduced natural gas drilling and service activity.

- Revenue at the eastern Canada operation, DDACE Power Systems ("DDACE") decreased $0.2 million compared to 2008. Equipment sales decreased $1.5 million, due principally to lower new engine sales to OEM customers. Parts and service revenue increased $1.3 million compared to last year due to an increase in off-highway activity.

- Segment earnings decreased $2.6 million due primarily to lower volumes at Waterous compared to last year. In addition, selling and administrative expenses decreased $0.3 million as savings in personnel expenses, other sales related costs and lower bad debt expenses were partially offset by higher occupancy costs.

Due to the continued economic slowdown experienced in the second quarter, management is continuing to take further steps to reduce the segment's cost base. The segment will also continue to maintain disciplined control over inventories and receivables.

Selected Quarterly Information



2009 2008 2007
Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
---------------------------------------------------------------------------
Revenue $239.6 $255.8 $317.3 $299.2 $311.2 $285.7 $281.5 $289.4
---------------------------------------------------------------------------
Net earnings $9.8 $9.3 $19.4 $18.4 $20.0 $18.1 $18.6 $19.6

Net earnings per
unit
- Basic $0.59 $0.56 $1.17 $1.11 $1.20 $1.09 $1.12 $1.18
- Diluted $0.59 $0.55 $1.15 $1.10 $1.19 $1.08 $1.11 $1.17
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Distributable
cash (1) $11.3 $11.4 $20.4 $19.4 $18.8 $18.4 $19.1 $19.6

Distributable cash
per unit (1)
- Basic $0.68 $0.69 $1.23 $1.17 $1.14 $1.11 $1.15 $1.18
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(1) Non-GAAP measure, see the Non-GAAP Measures Section.

A discussion of the Fund's previous quarterly results can be found in the Fund's quarterly MD&A reports available on SEDAR at www.sedar.com.

Liquidity and Capital Resources

The Fund generated $41.2 million of cash before financing activities in the second quarter of 2009 compared to $23.2 million in the second quarter of 2008. The $18.0 million increase in cash flows generated before financing activities was due to a decrease in non-cash working capital and investing activities offset partly by a decline in cash flows from operations before changes in non-cash working capital.

Cash flows from operating activities amounted to $43.3 million in the second quarter of 2009, with $12.6 million of cash generated from operating activities before changes in non-cash working capital and a $30.7 million decrease in non-cash working capital. Significant components of the changes in non-cash working capital are as follows:



Three months ended June 30
(Decrease) Increase 2009 2008
-------------------------------------------------------------------
Accounts receivable ($21.1) ($6.1)
Inventories ($12.8) $8.4
Prepaid expenses and other recoverable amounts $0.7 $2.1
Accounts payable and accrued liabilities $1.7 ($9.2)
Income taxes payable $0.8 -
-------------------------------------------------------------------
Decrease in non-cash working capital ($30.7) ($4.8)
-------------------------------------------------------------------


- Accounts receivable decreased $21.1 million due primarily to lower second quarter sales activity in all segments and collection of a $10.5 million mining equipment receivable in Mobile Equipment outstanding at the end of the first quarter.

- Inventory decreased $12.8 million due to general reductions in all segments resulting from the decline in sales activity.

- Accounts payable and accrued liabilities decreased $1.7 million reflecting reduced inventory levels and lower bonus accruals offset by an increase in customer deposits.

- Income taxes payable decreased $0.8 million due to an increase in income taxes recoverable related to the Fund's subsidiary Wajax Limited.

During the quarter the Fund invested a net amount of $2.1 million in various capital asset additions net of disposals.

Working capital from operations, exclusive of bank indebtedness and equipment notes payable, decreased $30.5 million to $186.9 million at June 30, 2009 from $217.4 million at March 31, 2009. The decrease was due to the cash flow factors listed above.

Funded net debt of $108.7 million decreased $31.1 million compared to March 31, 2009. Second quarter cash flows from operating activities before changes in non-cash working capital of $12.6 million and a decrease in non-cash working capital of $30.7 million exceeded cash distributions of $10.0 million and capital spending of $2.1 million. Compared to June 30, 2008 funded net debt increased $20.5 million as a result of the Peacock acquisition. The Fund's quarter-end debt-to-equity ratio of 0.54:1 at June 30, 2009 decreased from last quarter's ratio of 0.70:1 and increased from last year's ratio of 0.43:1.

At June 30, 2009 the Fund had borrowed $97.0 million and issued $4.7 million of letters of credit for a total utilization of $101.7 million of its $175 million bank credit facility and had utilized $8.9 million of its $15 million equipment financing facility. Borrowing capacity under the bank credit facility is dependent on the level of the Fund's inventories on-hand and outstanding trade accounts receivables. At June 30, 2009 borrowing capacity under the bank credit facility was equal to the $175 million.

The Fund's $175 million bank credit facility along with the $15 million demand inventory equipment financing facility should be sufficient to meet the Fund's short-term normal course working capital, maintenance capital and growth capital requirements.

In the long-term the Fund may be required to access the equity or debt markets in order to fund significant acquisitions and growth related working capital and capital expenditures.

During the first quarter of 2009, Wajax was notified that one of its inventory financing providers decided to exit the wholesale inventory financing business in Canada. It will terminate the provision of inventory financing to Mobile Equipment effective December 31, 2009, at which time amounts owing prior to the termination date will be repayable in accordance with repayment schedules in effect at that time. At June 30, 2009 Mobile Equipment had utilized $6.5 million of non-interest bearing inventory floor plan financing which the Fund will have to replace. It is currently in the process of negotiating with other inventory finance companies to provide a replacement line on or before December 31, 2009.

The Fund sponsors certain defined benefit plans that cover executive employees, a small group of inactive employees and a small group of employees on long-term disability benefits. The plans' deficit at December 31, 2008 excluding the Supplemental Executive Retirement Plan, which is secured by a letter of credit, was $2.0 million. The defined benefit plans are subject to actuarial valuations in 2009 and 2010. Management does not expect future cash contribution requirements to change materially from the current annual contribution level of $0.5 million as a result of these valuations and any further declines in the fair value of the defined benefit plans' assets.

Financial Instruments

The Fund uses derivative financial instruments in the management of its foreign currency and interest rate exposures. The Fund's policy is not to utilize derivative financial instruments for trading or speculative purposes. Significant derivative financial instrument transactions and those outstanding at the end of the quarter were as follows:

- The Fund has entered into the following interest rate swaps that have effectively fixed the interest rate on $80 million of the Fund's debt at the combined rate of 2.925%, plus applicable margins, until December 31, 2011:

- On June 7, 2008 the delayed interest rate swap the Fund entered into on May 9, 2007 with two of its lenders became effective. As a result, the interest rate on the $30 million non-revolving term portion of the bank credit facility was effectively fixed at 4.60% plus applicable margins until expiry of the facility on December 31, 2011.

- On January 23, 2009, the delayed interest rate swap the Fund entered into on December 18, 2008 with two of its lenders became effective. As a result, the interest rate on the $50 million revolving term portion of the bank credit facility was effectively fixed at 1.92% plus applicable margins until expiry of the facility on December 31, 2011.

- Margins on the swaps depend on the Fund's Leverage Ratio and range between 0.75% and 2.5%.

- The Fund enters into short-term currency forward contracts to fix the cost of certain inbound inventory and to hedge certain foreign currency-denominated sales to (receivables from) customers as part of its normal course of business. As at June 30, 2009, the Fund had contracts outstanding to buy U.S.$18.9 million (June 30, 2008 -- to buy U.S.$15.2 million and EUR 0.2 million, December 31, 2008 -- to buy U.S.$13.2 million and EUR 0.04 million and to sell U.S.$10.0 million). These contracts expire between July 2009 and March 2010, with a weighted average U.S. dollar rate of 1.1564.

The Fund measures financial instruments held for trading at fair value with subsequent changes in fair value being charged to earnings. Derivatives designated as effective hedges are measured at fair value with subsequent changes in fair value being charged to other comprehensive income. The fair value of derivative instruments is estimated based upon market conditions using appropriate valuation models. The carrying values reported in the balance sheet for financial instruments are not significantly different from their fair values.

Currency Risk

There have been no material changes to currency risk since December 31, 2008.

Contractual Obligations

There have been no material changes to contractual obligations since December 31, 2008.

Off Balance Sheet Financing

The Mobile Equipment segment had $41.9 million of consigned inventory on-hand from a major manufacturer as at June 30, 2009 compared to $72.6 million as at December 31, 2008. In the normal course of business, Wajax receives inventory on consignment from this manufacturer which is generally sold to customers or purchased by Wajax. This consigned inventory is not included in the Fund's inventory as the manufacturer retains title to the goods.

The Fund's off balance sheet financing arrangements with Wajax Finance (a "private label" financing operation of CIT Financial Ltd.) include operating lease contracts in relation to the Fund's long-term lift truck rental fleet in the Mobile Equipment segment. At June 30, 2009, the non-discounted operating lease commitment for the rental fleet was $14.0 million (December 31, 2008 - $12.5 million).

In the event the inventory consignment program was terminated, the Fund would utilize interest free financing, if any, made available by the manufacturer and/or utilize capacity under its bank credit facility. In the event the rental fleet program with Wajax Finance was terminated, the Fund would source alternative lenders to replicate the off balance sheet rental fleet program and/or utilize capacity under its credit facility to finance future additions to the rental fleet. Although management currently believes the Fund has adequate debt capacity, the Fund would have to access the equity or debt markets, or temporarily reduce distributions to accommodate any shortfalls in the Fund's credit facility. See Liquidity and Capital Resources section.

Non-GAAP Measures

To supplement the consolidated financial statements, the Fund uses non-GAAP financial measures that do not have standardized meanings prescribed by Canadian GAAP and are therefore unlikely to be comparable to similar measures used by other entities.

"Distributable cash" and "Distributable cash per unit" are not recognized measures under GAAP, and the method of calculation adopted by the Fund may differ from methods used by other entities. Accordingly, "Distributable cash" and "Distributable cash per unit" as presented may not be comparable to similar measures presented by other entities. The Fund believes that "Distributable cash" and "Distributable cash per unit" are useful financial metrics as they represent the key determination of cash flow available for distribution to unitholders. "Distributable cash" and "Distributable cash per unit" should not be construed as an alternative to net earnings as determined by GAAP. Distributable cash is calculated as cash flows from operating activities adjusted for changes in non-cash working capital, less maintenance capital expenditures and amortization of deferred financing costs. Changes in non-cash working capital are excluded from distributable cash as the Fund currently has a $175 million bank credit facility which is available for use to fund general corporate requirements including working capital requirements, subject to borrowing capacity restrictions dependent on the level of the Fund's inventories on-hand and outstanding trade accounts receivable, and a $15 million demand inventory equipment financing facility with a non-bank lender. In addition, the Fund will periodically finance equipment inventory on a non-interest bearing basis through Wajax Finance, a "private label" financing operation of CIT Financial Ltd. See the Distributable Cash section below for the method of calculating the Fund's "Distributable cash".

"Maintenance capital expenditures" is not a recognized measure under GAAP, and the method of calculation adopted by the Fund may differ from methods used by other entities. The Fund believes that "Maintenance capital expenditures" represents cash expenditures required to maintain normal operations. "Maintenance capital expenditures" exclude business acquisitions and land and building additions as they are not considered to be expenditures to maintain normal operations. See the Distributable Cash and Estimated Distributable Cash sections below for the method of calculating "Maintenance capital expenditures".

"Standardized distributable cash" and "Standardized distributable cash per unit" are not recognized measures under GAAP. However, "Standardized distributable cash" has been calculated following the guidance provided in the CICA publication: Standardized Distributable Cash in Income Trusts and Other Flow-Through Entities: Guidance on Preparation and Disclosure. While the Fund has followed the principles of this guidance, the Fund has made assumptions and judgments in determining how such guidance is to be applied. In this respect, the Fund's calculation may differ from similar calculations done by other entities. See the Standardized Distributable Cash and Reconciliation to Distributable Cash section for the method of calculating the Fund's "Standardized distributable cash".

"EBIT" is not a recognized measure under GAAP, and has been calculated as earnings before, interest and taxes and may differ from methods used by other entities.

Distributions

The Fund intends to make monthly cash distributions, generally payable to unitholders of record on the last business day of each calendar month and to be paid on or about the 20th day of the following month. The Fund may make special cash and/or special non-cash distributions at the end of the year to ensure, as provided in the Fund's Declaration of Trust, that the Fund's total distributions for the year are equal to its taxable income for the year.

Distributions are based on distributable cash (see Non-GAAP Measures and Distributable Cash sections) and depend on, among other things, the cash flow generated from operations before changes in non-cash working capital and after providing for maintenance capital expenditures (see Non-GAAP Measures section) and any amount that the Trustees may reasonably consider to be necessary to provide for the payment of costs or other obligations that have been or are reasonably expected to be incurred by the Fund. See the Liquidity and Capital Resources and Distributable Cash sections.

Cash distributions to unitholders were declared as follows:



Record Date Payment Date Per Unit Amount
--------------------------------------------------------------
April 30, 2009 May 20, 2009 $0.20 $3.3
May 29, 2009 June 22, 2009 0.20 3.3
June 30, 2009 July 20, 2009 0.20 3.3
--------------------------------------------------------------
Three months ended June 30, 2009 $0.60 $9.9
--------------------------------------------------------------


(1) See Distributable Cash section below

Cash distributions paid by the Fund during the quarter were funded from cash generated by the Fund's operations before changes in non-cash working capital and the Fund's bank credit facility.

On May 6, 2009 the Fund announce a $0.20 per unit monthly distribution for the month of July payable on August 20, 2009 to unitholders of record on July 31, 2009.

On August 5, 2009 the Fund announced a $0.05 per unit reduction in monthly distributions to $0.15 per unit ($1.80 annualized) for the months of August, September and October payable on September 21, 2009, October 20, 2009 and November 20, 2009 to unitholders of record on August 31, 2009, September 30, 2009 and October 30, 2009 respectively.

Unitholder tax information relating to 2008 and 2009 distributions is available on the Fund's website at www.wajax.com.

Distributable Cash(1)

The Fund believes that distributable cash is a useful metric in determining distributions to unitholders. The following is a reconciliation of cash flows from operating activities before changes in non-cash working capital (a GAAP measure) to distributable cash (a non-GAAP measure).



For the quarter For the six months Last 12 months
ended ended ended
June 30, June 30, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009 2008
---------------------------------------------------------------------------
Cash flows from
operating
activities $43.3 $28.2 $43.2 $23.1 $78.8 $82.0
Changes in
non-cash
working
capital(2) (30.7) (4.8) (19.0) 19.8 (10.0) 3.3
---------------------------------------------------------------------------
Cash flows from
operating
activities
before
changes in non
cash working
capital 12.6 23.4 24.2 42.9 68.8 85.3
Entity specific
adjustments(3):
Maintenance
capital
expenditures(1)
(3a) (1.1) (4.3) (2.0) (6.9) (6.2) (12.6)
Gain on sale of
land(3b) - - - - - 2.4
Accrual for
mid-term
incentives(3c) (0.1) (0.2) 0.6 1.3 0.2 1.3
Amortization of
deferred
financing
charges(3d) (0.1) (0.1) (0.1) (0.1) (0.3) (0.3)
---------------------------------------------------------------------------
Distributable
Cash(1) - $ 11.3 18.8 22.7 37.2 62.5 76.1
- per unit
basic $0.68 $1.14 $1.37 $2.24 $3.77 $4.59
- per unit
fully diluted $0.68 $1.13 $1.35 $2.23 $3.73 $4.55
---------------------------------------------------------------------------
Distributions
Declared - $
- Cash 10.0 16.8 25.2 33.2 60.5 73.6
- Non-cash (4) - - - - 7.8 0.9
Distributions
Declared -- per
unit
- Cash $0.60 $1.01 $1.52 $2.00 $3.65 $4.44
- Non-cash (4) - - - - $0.47 $0.05
---------------------------------------------------------------------------
Payout Ratio (5) 87.9% 88.9% 111.1% 89.1% 96.9% 96.7%
---------------------------------------------------------------------------


(1) Non-GAAP measure, see Non-GAAP Measures section

(2) Changes in Non-cash Working Capital are excluded from the calculation of distributable cash as the Fund currently has a $175 million bank credit facility which is available for use to fund general corporate requirements including working capital requirements (subject to borrowing capacity restrictions dependent on the level of the Fund's inventories on-hand and outstanding trade accounts receivable) and a $15 million demand inventory equipment financing facility with a non-bank lender. In addition, the Fund will periodically finance equipment inventory on a non-interest bearing basis through Wajax Finance, a "private label" financing operation of CIT Financial Ltd. See "Financing Strategies" section for discussion of bank credit facility financial covenants.

(3) Other Entity Specific Adjustments made in calculating distributable cash include the following:

a. Maintenance Capital Expenditures represent capital expenditures, net of disposals and rental fleet transfers to inventory, required to maintain normal operations. "Maintenance capital expenditures" exclude business acquisitions and land and building additions as they are considered to be expenditures that are not required to maintain normal operations.

b. Gain on Sale of Land: during the third quarter of 2007, the Fund excluded proceeds from the sale of land previously held for development, up to the cost amount, of $3.1 million as the cost was excluded from the distributable cash when it was originally acquired.

c. Accruals for Mid-Term Incentives: Changes in accruals for mid-term incentives are added back in determining cash flows from operating activities as they were treated as long-term liabilities effective January 1, 2007. These accruals are deducted in calculating distributable cash as the Fund believes it provides unitholders with a better indication of annual compensation costs and provides consistency with prior years.

d. Amortization of Deferred Financing Costs is a deduction in calculating distributable cash based on the amount included in the operating activities section of the statement of cash flow (in the years following the financing transaction) allocated over the term of the financing. The Fund believes this treatment provides a better indication of annual financing costs.

(4) See Distributions section.

(5) Payout Ratio is equal to cash distributions declared as a percentage of distributable cash.

For the quarter ended June 30, 2009 distributable cash was $11.3 million, or $0.68 per unit, compared to $18.8 million, or $1.14 per unit, the previous year. Distributable cash decreased $7.5 million due primarily to the lower cash flows from operations before changes in non-cash working capital, offset partially by lower maintenance capital expenditures compared to last year. Monthly cash distributions declared for the quarter ended June 30, 2009 were $0.60 per unit (2008 - $1.01 per unit). Distributable cash in excess of cash distributions declared for the quarter ended June 30, 2009 was $1.3 million, or $0.08 per unit.

For the six months ended June 30, 2009 distributable cash was $22.7 million, or $1.37 per unit, compared to $37.2 million, or $2.24 per unit, the previous year. The $14.5 million decrease in distributable cash is due primarily to an $18.7 million decrease in cash flows from operations before changes in non-cash working capital, offset in part by lower maintenance capital expenditures compared to last year. For the same period, cash distributions declared were $1.52 per unit (2008 - $2.00 per unit). Distributions declared for the six months ended June 30, 2009 of $25.2 million exceeded distributable cash by $2.5 million and was funded by the Fund's bank credit facility.

For the twelve months ended June 30, 2009 distributable cash was $62.5 million, or $3.77 per unit, compared to $76.1 million, or $4.59 per unit, the previous year. The $13.6 million decrease was due primarily to lower cash flows from operations before changes in non-cash working capital and the $2.4 million gain on sale of land included in 2007, offset partially by lower maintenance capital expenditures compared to last year. For the same period, cash distributions declared were $3.65 per unit (2008 - $4.44 per unit and included a special cash distribution of $0.47 per unit declared in December 2007). In addition, a special non-cash distribution was declared December 31, 2008 equal to $0.47 per unit (2007 - $0.05 per unit). Distributable cash in excess of cash distributions declared for the twelve months ended June 30, 2009 of $2.0 million, or $0.12 per unit, provides the Fund an additional reserve for fluctuations in working capital requirements, growth capital expenditure requirements or future distributions.

For the three months ended June 30, 2009, the payout ratio of cash distributions based on distributable cash was 88%, compared to 89% the previous year.

For the six months ended June 30, 2009, the payout ratio of cash distributions based on distributable cash was 111%, compared to 89% the previous year.

For the twelve months ended June 30, 2009, the payout ratio of cash distributions based on distributable cash was 97%, compared to 97% (87% excluding the special cash distribution of $0.47 per unit) the previous year.

The following shows the relationship between distributions and cash flows from operating activities, net income and distributable cash.




For the For the six For the year For the year
quarter ended months ended ended ended
($millions) June 30, 2009 June 30, 2009 December 31, December 31,
2008 2007
---------------------------------------------------------------------------

A. Cash flows from
operating
activities $43.3 $43.2 $58.7 $97.2

B. Net earnings 9.8 19.1 75.8 72.0

C. Distributable
cash (1) 11.3 22.7 77.0 74.1

D. Cash
distributions
declared 10.0 25.2 68.5 72.3
---------------------------------------------------------------------------

E. Excess
(shortfall)
of cash
flows from
operating
activities over
cash
distributions
declared (A - D) 33.3 18.0 (9.8) 24.9

F. Excess
(shortfall)
of net
earnings over
cash
distributions
declared (B - D) (0.2) (6.1) 7.3 (0.3)

G. Excess
(shortfall) of
distributable
cash
over cash
distributions
declared (C - D) 1.3 (2.5) 8.5 1.8
---------------------------------------------------------------------------


(1) Non-GAAP measure, see Non-GAAP Measures section

Significant variances between cash distributions declared by the Fund and cash flows from operating activities, net earnings and distributable cash include the following:

For the quarter ended June 30, 2009, the $33.3 million excess of cash flows from operating activities over cash distributions declared is comprised of a decrease in non-cash working capital of $30.7 million, maintenance capital expenditures, net of disposals, of $1.1 million, other entity specific adjustments totaling $0.2 million and a $1.3 million excess of distributable cash over cash distributions declared.

For the six months ended June 30, 2009, the $18.0 million excess of cash flows from operating activities over cash distributions declared is comprised of a decrease in non-cash working capital of $19.0 million, maintenance capital expenditures, net of disposals, of $2.0 million, less other entity specific adjustments totaling $0.5 million and a $2.5 million shortfall of distributable cash over cash distributions declared. The shortfall was funded through the Fund's bank credit facility.

For the year ended December 31, 2008, the $9.8 million shortfall of cash flows from operating activities over cash distributions declared is due primarily to an increase in non-cash working capital of $28.8 million and other entity specific adjustments totaling $0.6 million, less maintenance capital expenditures, net of disposals, of $11.1 million and the $8.5 million excess of distributable cash over cash distributions declared. The $8.5 million provided the Fund an additional reserve for fluctuations in working capital requirements, growth capital expenditure requirements or future distributions.

For the year ended December 31, 2007, the $24.9 million excess of cash flows from operating activities over cash distributions declared is due primarily to a reduction in non-cash working capital of $12.2 million, maintenance capital expenditures net of disposals of $11.4 million and other entity specific adjustments totaling $2.0 million, less the $2.4 million gain on sale of land, plus the $1.8 million excess of distributable cash over cash distributions declared. The $1.8 million provided the Fund an additional reserve for fluctuations in working capital requirements, growth capital expenditure requirements or future distributions.

The following is a reconciliation of net earnings to distributable cash.



For the quarter For the six months Last 12 months
ended ended ended
June 30, June 30, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009 2008
----------------------------------------------------------------------------

Net earnings $9.8 $20.0 $19.1 $38.0 $56.9 $76.2
Add (deduct)
Amortization(1) 2.4 2.4 4.7 4.6 9.6 9.5
Maintenance
capital
expenditures(2)
(3) (1.1) (4.4) (2.0) (6.9) (6.1) (12.5)
Non-cash items:
- Pension
expense,
net of payment 0.1 - 0.2 0.1 0.3 0.2
- Non-cash
rental
expense - - 0.1 - 0.3 0.1
- Unit-based
compensation
expense 0.3 0.6 0.7 1.0 1.5 1.7
- Future income
taxes (0.2) 0.2 (0.1) 0.4 0.1 0.9
----------------------------------------------------------------------------

Distributable
cash(1) - $ 11.3 18.8 22.7 37.2 62.5 76.1
----------------------------------------------------------------------------


(1) Includes amortization of rental equipment; property, plant and equipment; and intangible assets.

(2) Non-GAAP measure, see Non-GAAP Measures section

(3) Maintenance capital expenditures represent capital expenditures, net of disposals and rental fleet transfers to inventory, required to maintain normal operations. Maintenance capital expenditures exclude acquisition and land and building additions as they are considered to be expenditures that are not required to maintain normal operations.

For the quarter ended June 30, 2009 distributable cash exceeded net earnings by $1.5 million (2008 - negative $1.2 million) due to the excess of amortization and other non-cash items over maintenance capital expenditures for the quarter.

For the six ended June 30, 2009 distributable cash exceeded net earnings by $3.6 million (2008 - negative $0.8 million) due to the excess of amortization and other non-cash items over maintenance capital expenditures for the quarter.

For the twelve months ended June 30, 2009 distributable cash exceeded net earnings by $5.6 million (2008 -- negative $0.1 million) due to the excess of amortization and other non-cash items over maintenance capital expenditures for the year.

Standardized Distributable Cash(1) and Reconciliation to Distributable Cash(2)

The following is a calculation of standardized distributable cash calculated following the guidance provided in the CICA publication: Standardized Distributable Cash in Income Trusts and Other Flow-Through Entities: Guidance on Preparation and Disclosure. In addition, the table provides a reconciliation of standardized distributable cash to distributable cash (see Distributable Cash section).



For the quarter For the six months Last 12 months
ended ended ended
June 30, June 30, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009 2008
----------------------------------------------------------------------------
Cashflows from
operating
activities $43.3 $28.2 $43.2 $23.1 $78.8 $82.0
A. Capital
expenditure
outlays(3): (3.0) (4.9) (4.7) (7.9) (12.6) (14.3)
B. Restriction
on
distributions
(4) - - - - - -
----------------------------------------------------------------------------

Standardized
Distributable
Cash(1)(2) - $ 40.3 23.4 38.5 15.2 66.2 67.7
- per unit basic $2.43 $1.41 $2.32 $0.92 $3.99 $4.08
- per unit fully
diluted $2.40 $1.40 $2.29 $0.91 $3.95 $4.05
i. Capital
adjustments
made to
reflect
maintenance
capital
expenditures
(5):
- Proceeds
from
disposals of
capital
expenditures 0.9 0.2 1.3 0.5 2.2 1.0
- Growth
capital
expenditures 0.6 0.2 0.7 0.2 2.0 0.2
- Rental
fleet
transferred
to
inventory 0.4 0.1 0.7 0.3 2.3 0.6
ii. Other entity
specific
adjustments
(6):

- Changes in
non-cash
working
capital
(6a): (30.7) (4.8) (19.0) 19.8 (10.0) 3.3
- Gain on
sale
of
land(6b): - - - - - 2.4
- Accrual
for
mid-term
incentives
(6c): (0.1) (0.2) 0.6 1.3 0.2 1.3
- Amortization
of deferred
financing
charges
(6d): (0.1) (0.1) (0.1) (0.1) (0.3) (0.3)
----------------------------------------------------------------------------
Distributable
Cash(2) - $ 11.3 18.8 22.7 37.2 62.5 76.1
- per unit basic $0.68 $1.14 $1.37 $2.24 $3.77 $4.59
- per unit fully
diluted $0.68 $1.13 $1.35 $2.23 $3.73 $4.55
----------------------------------------------------------------------------
Distributions
Declared - $
- Cash 10.0 16.8 25.2 33.2 60.5 73.6
- Non-cash(7) - - - - 7.8 0.9
----------------------------------------------------------------------------
Distributions
Declared - per
unit
- Cash $0.60 $1.01 $1.52 $2.00 $3.65 $4.44
- Non-cash(7) - - - - $0.47 $0.05
----------------------------------------------------------------------------

Payout ratio(8)
- based on
standardized
distributable
cash 24.7% 71.7% 51.7% 218.5% 83.4% 108.7%
- based on
distributable
cash 87.9% 88.9% 111.1% 89.1% 96.9% 96.7%
----------------------------------------------------------------------------


(1) Standardized distributable cash is a non-GAAP measure calculated following the guidance provided in the CICA publication: Standardized Distributable Cash in Income Trusts and Other Flow-Through Entities: Guidance on Preparation and Disclosure.

(2) Non-GAAP measure, see Non-GAAP Measures section.

(3) Capital expenditure outlays include both maintenance capital expenditure outlays and growth capital expenditure outlays deducted in calculating standardized distributable cash. See Productivity Capacity and Productivity Capacity Management section.

(4) There are currently no restrictions on distributions arising from compliance with financial covenants. See Financing Strategies section.

(5) Capital adjustments are made to adjust capital expenditure outlays (deducted in computing standardized distributable cash) to reflect maintenance capital expenditures, net of disposals, as a deduction in computing distributable cash. These adjustments include: the exclusion of growth capital, the inclusion of proceeds from the disposal of capital expenditures and rental fleet transferred to inventory. See Non-GAAP Measures and Productivity Capacity and Productivity Capacity Management sections for calculation of maintenance capital expenditures.

(6) Other Entity Specific Adjustments made in calculating distributable cash include the following: a. Changes in Non-cash Working Capital see Distributable Cash section. b. Gain on Sale of Land see Distributable Cash section. c. Accruals for Mid-Term Incentives see Distributable Cash section. d. Amortization of Deferred Financing Costs see Distributable Cash section.

(7) See Distributions section.

(8) Payout ratio is equal to cash distributions declared as a percentage of distributable cash.

For the quarter ended June 30, 2009 standardized distributable cash was $40.3 million, or $2.43 per unit, compared to $23.4 million, or $1.41 per unit, the previous year. The $16.9 million increase was due to $15.1 million increase in cash flows from operating activities and lower capital expenditures of $1.8 million.

For the six months ended June 30, 2009 standardized distributable cash was $38.5 million, or $2.32 per unit, compared to $15.2 million, or $0.92 per unit, the previous year. The $23.3 million increase was due to $20.1 million increase in cash flows from operating activities and lower capital expenditures of $3.2 million.

For the twelve months ended June 30, 2009 standardized distributable cash was $66.2 million, or $3.99 per unit, compared to $67.7 million, or $4.08 per unit, the previous year. The $1.5 million reduction was due to $3.2 million decrease in cash flows from operating activities, offset partially by lower capital expenditures of $1.7 million.

Since the conversion of Wajax Limited to Wajax Income Fund on June 15, 2005, the payout ratio of cash distributions based on standardized distributable cash and distributable cash is 118.2% and 96.3%, respectively. The difference is due primarily to changes in non-cash working capital of $32.4 million, capital adjustments and other entity specific adjustments since conversion that have been funded through the Fund's bank credit facility. See Financing Strategies section.

Productive Capacity and Productive Capacity Management

There have been no material changes to the Fund's productive capacity and productive capacity management since December 31, 2008.

Financing Strategies

The Fund's $175 million bank credit facility along with the $15 million demand inventory equipment financing facility should be sufficient to meet the Fund's short-term normal course working capital, maintenance capital and growth capital requirements.

The Fund's short-term normal course working capital requirements can swing widely quarter-to-quarter due to timing of large inventory purchases and/or sales and changes in market activity. In general, as Wajax experiences growth, there is a need for additional working capital as was the case in 2006 and 2008. Conversely, as Wajax experiences economic slowdowns working capital reduces reflecting the lower activity levels. This can result in standardized distributable cash increasing in years of declining activity and decreasing in years of growth. Fluctuations in working capital are generally funded by, or used to repay, the bank credit facilities. Therefore, for the reasons noted the Fund adjusts for changes in non-cash working capital in calculating distributable cash in periods where the Fund has capacity under its credit facility to fund the changes in non-cash working capital.

In the long-term the Fund may also be required to access the equity or debt markets or reduce distributions in order to fund significant acquisitions and growth related working capital and capital expenditures.

Borrowing capacity under the bank credit facility is dependent on the level of the Fund's inventories on-hand and outstanding trade accounts receivables. At June 30, 2009 borrowing capacity under the bank credit facility was equal to the $175.0 million.

The bank credit facility contains covenants that could restrict the ability of the Fund to make cash distributions, if (i) an event of default exists or would exist as a result of a cash distribution, and (ii) the leverage ratio (Debt to EBITDA) is greater than 3.0. If the leverage ratio is less than or equal to 3.0, then the aggregate cash distributions by the borrowers in each fiscal quarter may not exceed 115% of distributable cash for the trailing four fiscal quarters. Notwithstanding the restrictions relating to the leverage ratio, a special cash distribution in the first quarter of each fiscal year is permitted in an amount not to exceed the amount by which distributable cash for the preceding fiscal year exceeds declared cash distributions for the preceding fiscal year plus any excess cumulative distributable cash over cash distributions of prior years. In addition, borrowing capacity under the bank credit facility is dependent on the level of the Fund's inventories on-hand and outstanding trade accounts receivables. For further detail, the Fund's bank credit facility is available on SEDAR at www.sedar.com.

Unit Capital

The trust units of the Fund issued are included in unitholders' equity on the balance sheet as follows:



Issued and fully paid Trust Units as at June 30, 2009 Number Amount
----------------------------------------------------------------------------
Balance at the beginning of quarter 16,590,557 $105.0
Rights exercised 12,866 0.3
----------------------------------------------------------------------------
Balance at end of quarter 16,603,423 $105.3
----------------------------------------------------------------------------


The Fund has four unit-based compensation plans: the Wajax Unit Ownership Plan ("UOP"), the Deferred Unit Program ("DUP"), the Trustees' Deferred Unit Plan ("TDUP") and the Mid-Term Incentive Plan ("MTIP"). UOP, DUP and TDUP rights are issued to the participants and are settled by issuing Wajax Income Fund units, while the MTIP consists of an annual grant that vests over three years and is subject to time and performance vesting criteria. Compensation expense for the UOP, DUP and TDUP is determined based upon the fair value of the rights at the date of grant and charged to earnings on a straight line basis over the vesting period, with an offsetting adjustment to unitholders' equity. Compensation expense for the MTIP varies with the price of Fund units and is recognized over the 3 year vesting period with and offsetting adjustment to accrued liabilities. The Fund recorded compensation cost of $329 thousand for the quarter (2008 - $559 thousand) and $749 thousand for the year to date (2008 - $1,024 thousand) in respect of these plans. In addition 12,866 trust units were issued to satisfy conditions of the TDUP during the quarter for no cash proceeds (2008 -- Nil).

Critical Accounting Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. The Fund has taken into account the current economic downturn when determining the provision for inventory obsolescence, provision for doubtful accounts and any impairment of goodwill and other assets. The Fund makes a provision for doubtful accounts when there is evidence that a specific account may become uncollectible, the Fund does not provide a general reserve for bad debts. As conditions change in 2009, actual results could differ from those estimates. Critical accounting estimates used by the Fund's management are discussed in detail in the MD&A for the year ended December 31, 2008 which can be found on SEDAR at www.sedar.com.

Accounting Changes

The following is a summary of new standards not yet adopted which will impact the Fund:

In February 2008, The Canadian Accounting Standards Board confirmed that the use of International Financial Reporting Standards ("IFRS") will be required in Canada for publicly accountable profit oriented enterprises for fiscal years beginning on or after January 1, 2011. The Fund will be required to report using IFRS beginning January 1, 2011. IFRS uses a conceptual framework similar to current Canadian GAAP, but there are significant differences in recognition, measurement and disclosures. Due to anticipated changes in Canadian GAAP and IFRS prior to the Fund's transition to IFRS, the full impact of adopting IFRS on the Fund's future financial position and results of operations cannot be determined at this time.

We have prepared a comprehensive IFRS conversion plan that addresses the changes in accounting policy, restatement of comparative periods, internal control over financial reporting, modification of existing systems, staff training as well as other related business matters. Our project consists of four phases: awareness, assessment, design and implementation. During 2008 we substantially completed the awareness phase. During the first half of 2009, we substantially completed the assessment phase by identifying major recognition, measurement and reporting differences and assessing impacts on business process and information systems. We are continuing to monitor development of new standards within IFRS as they are released. The Fund is not currently in a position to definitively quantify the impact of adopting IFRS on its financial statements. However, the areas identified with the most potential to have significant effects upon adoption of IFRS include leases, inventories, and employee benefits.

Under IFRS the classification of leases as operating or financing type leases is more qualitative and less prescriptive. As a result, on transition to IFRS certain leases which are currently classified as operating leases under Canadian GAAP could be classified as financing leases under IFRS. This would result in the recognition of fixed assets and associated lease obligation liabilities on the balance sheet. Thereafter the income statement would be affected by increased amortization and interest expense and decreased lease costs.

The IFRS standard for inventories requires that certain overheads be allocated to service provider inventory. On transition it is expected that this will increase inventory and retained earnings on the balance sheet as previously expensed overhead costs are allocated to inventory on hand. Thereafter it is expected that cost of sales will increase and selling, general and administration expenses will decrease.

Upon transition to IFRS, there is an option to recognize unamortized actuarial gains and losses on employee future benefits into equity. Making this election would result in an increased pension liability, decreased equity and a change to periodic pension expense. Following transition there are different accounting policy options for recognizing future actuarial gains and losses including recognizing these amounts directly in equity rather than through the income statement.

We are now completing the assessment phase and entering the design phase which involves selection of accounting policies where choices exist and development of appropriate disclosures. We will then implement the revised accounting policies based on the choices made, change business processes and information systems and execute training and communications programs. While we will not actually be reporting under IFRS until the first quarter of 2011, our goal is to prepare the opening IFRS balance sheet and restate the Canadian GAAP financial statements to IFRS for internal purposes, subject to evolving IFRS standards, beginning at the end of the first quarter of 2010.

Risks and Uncertainties

As with most businesses, the Fund is subject to a number of marketplace and industry related risks and uncertainties which could have a material impact on operating results. The Fund attempts to minimize many of these risks through diversification of core businesses and through the geographic diversity of its operations. There are however, a number of risks that deserve particular comment which are discussed in detail in the MD&A for the year ended December 31, 2008 which can be found on SEDAR at www.sedar.com. For the period April 1, 2009 to August 5, 2009 there have been no material changes to the business of the Fund that require an update to the discussion of the applicable risks discussed in the MD&A for the year ended December 31, 2008.

Outlook

The weak Canadian economy continued to negatively affect most of the Fund's end markets in the second quarter. In particular, reduced activity in manufacturing, forestry, construction and natural gas drilling significantly impacted sales in all three business segments. Mobile Equipment mining sector revenues continued to show strength as a result of strong parts and service volumes and equipment deliveries from backlog, primarily to customers in the oil sands. While previously announced cost reductions were realized in the quarter, they were mostly offset by overhead costs assumed from the Peacock acquisition, reduced internal expense recoveries on lower volume and increased severances. As this economic slowdown persists, management continues to reduce the Fund's workforce and other overhead costs. To date, the Fund has reduced its headcount by approximately 15% and will continue to adjust staffing levels as market conditions warrant.

The Fund also made considerable progress in reducing working capital and funded debt in the quarter. As expected, accounts receivable and inventory began to contract with the slowing economy. The Fund generated $30.7 million of cash in the quarter from a reduction in non-cash working capital. As a result, funded debt net of cash decreased $31.1 million to $108.7 million. Management in all three businesses will continue to focus on reducing working capital.

The decision to reduce monthly distributions from $0.20 per unit to $0.15 per unit is reflective of the level of distributable cash earned to date, and expectations for the balance of 2009.

While management anticipates markets will remain soft for the balance of 2009, it believes their activity in the oil sands will remain strong and the Fund expects to benefit from planned government stimulus spending, although the timing of these expenditures remains unclear. As well, management believes the Fund is well positioned to take advantage of growth opportunities, particularly in the energy and mining sectors as the Canadian economy emerges from this downturn.

Additional information, including the Fund's Annual Report and Annual Information Form, are available on SEDAR at www.sedar.com.

WAJAX INCOME FUND

Unaudited Consolidated Financial Statements

For the three and six months ended June 30, 2009

Notice required under National Instrument 51-102, "Continuous Disclosure Obligations" Part 4.3(3) (a):

The attached consolidated financial statements have been prepared by Management of Wajax Income Fund and have not been reviewed by the Fund's auditors.



WAJAX INCOME FUND CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------
----------------------------------------------------------------------------


(unaudited, in thousands of June 30 December 31 June 30
dollars) 2009 2008 2008
----------------------------------------------------------------------------

Current Assets
Accounts receivable $ 130,537 $ 162,696 $ 146,893
Inventories (note 3) 215,837 226,971 229,851
Future income taxes 2,915 2,644 1,154
Prepaid expenses and other
recoverable amounts 4,843 4,966 5,776
----------------------------------------------------------------------------
354,132 397,277 383,674
----------------------------------------------------------------------------

Non-Current Assets
Rental equipment 19,222 21,812 22,693
Property, plant and equipment 34,541 33,568 31,299
Goodwill and other assets 75,864 76,073 59,627
----------------------------------------------------------------------------
129,627 131,453 113,619
----------------------------------------------------------------------------
$ 483,759 $ 528,730 $ 497,293
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Current Liabilities
Bank indebtedness $ 3,481 $ 4,320 $ 1,158
Accounts payable and accrued
liabilities 163,688 185,443 193,244
Distributions payable to
unitholders 3,321 5,972 5,639
Income taxes payable 265 2,697 1,677
Equipment notes payable 8,896 - -
----------------------------------------------------------------------------
179,651 198,432 201,718
----------------------------------------------------------------------------

Non-Current Liabilities
Future income taxes 1,670 1,486 82
Other liabilities 196 818 376
Long-term pension liability 2,845 3,371 3,137
Derivative instrument liability 2,989 2,770 665
Long-term debt 96,325 116,160 87,019
----------------------------------------------------------------------------
104,025 124,605 91,279
----------------------------------------------------------------------------

Unitholders' Equity
Trust units (note 5) 105,307 104,871 104,871
----------------------------------------------------------------------------
Unit-based compensation (note 6) 4,979 4,666 3,931
----------------------------------------------------------------------------
Accumulated earnings 92,315 98,407 95,940
Accumulated other comprehensive
loss (note 4) (2,518) (2,251) (446)
----------------------------------------------------------------------------
89,797 96,156 95,494
----------------------------------------------------------------------------
Total unitholders' equity 200,083 205,693 204,296
----------------------------------------------------------------------------
$ 483,759 $ 528,730 $ 497,293
----------------------------------------------------------------------------
----------------------------------------------------------------------------



WAJAX INCOME FUND
CONSOLIDATED STATEMENTS OF EARNINGS AND ACCUMULATED EARNINGS

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

Three months ended Six months ended
(unaudited, in thousands of June 30 June 30
dollars, except per unit data) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Revenue $ 239,625 $ 311,212 $ 495,467 $ 596,943
Cost of sales 180,191 239,483 372,678 457,610
----------------------------------------------------------------------------

Gross profit 59,434 71,729 122,789 139,333
Selling and administrative
expenses 49,228 50,305 102,470 98,448
----------------------------------------------------------------------------

Earnings before interest and
income taxes 10,206 21,424 20,319 40,885
Interest expense 1,183 1,118 2,339 2,164
----------------------------------------------------------------------------

Earnings before income taxes 9,023 20,306 17,980 38,721
Income tax (recovery) expense
- current (634) 109 (1,025) 282
- future (171) 220 (135) 411
----------------------------------------------------------------------------
Net earnings $ 9,828 $ 19,977 $ 19,140 $ 38,028
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Basic earnings per unit (note 7) $ 0.59 $ 1.20 $ 1.15 $ 2.29
Diluted earnings per unit
(note 7) 0.59 1.19 1.14 2.27
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated earnings, beginning
of period $ 92,444 92,714 $ 98,407 91,082
Distributions (note 9) (9,957) (16,751) (25,232) (33,170)
Net earnings 9,828 19,977 19,140 38,028
----------------------------------------------------------------------------

Accumulated earnings, end of
period $ 92,315 $ 95,940 $ 92,315 $ 95,940
----------------------------------------------------------------------------
----------------------------------------------------------------------------


WAJAX INCOME FUND
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME

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

Three months ended Six months ended
(unaudited, in thousands of June 30 June 30
dollars) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net earnings $ 9,828 $ 19,977 $ 19,140 $ 38,028
----------------------------------------------------------------------------
Gains on derivative
instruments
designated as cash flow
hedges in prior periods
transferred to cost of
inventory in
the current period, net of
tax (note 4) (1,113) (189) (1,305) (133)
Gains (losses) on derivative
instruments designated as
cash flow hedges, net of
tax (note 4) 765 294 1,038 (206)
Other comprehensive (loss)
income (348) 105 (267) (339)
----------------------------------------------------------------------------

Comprehensive income $ 9,480 $ 20,082 $ 18,873 $ 37,689
----------------------------------------------------------------------------
----------------------------------------------------------------------------


WAJAX INCOME FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three months ended Six months ended
(unaudited, in thousands of June 30 June 30
dollars) 2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

OPERATING ACTIVITIES
Net earnings $ 9,828 $ 19,977 $ 19,140 $ 38,028
Items not affecting cash flows:
Amortization
- Rental equipment 1,082 1,274 2,204 2,421
- Property, plant and equipment 1,098 1,025 2,127 1,970
- Intangible assets 176 103 368 174
- Deferred financing costs 59 70 128 140
Pension expense, net of
payments 124 29 216 89
Long-term portion of mid-term
incentive plan expense 101 177 (622) (1,340)
Non-cash rental expense 7 12 71 24
Unit-based compensation expense
(note 6) 329 559 749 1,024
Future income taxes (171) 220 (135) 411
----------------------------------------------------------------------------
Cash flows from operating
activities before changes
in non-cash working capital 12,633 23,446 24,246 42,941
----------------------------------------------------------------------------

Changes in non-cash working
capital
Accounts receivable 21,117 6,106 32,159 (3,224)
Inventories 12,754 (8,404) 11,811 (19,581)
Prepaid expenses and other
recoverable amounts (682) (2,059) 123 (977)
Accounts payable and accrued
liabilities (1,746) 9,150 (22,690) 3,721
Income taxes payable (790) (16) (2,432) 222
----------------------------------------------------------------------------
30,653 4,777 18,971 (19,839)
----------------------------------------------------------------------------
Cash flows from operating
activities 43,286 28,223 43,217 23,102
----------------------------------------------------------------------------
INVESTING ACTIVITIES
Rental equipment additions (785) (2,433) (1,507) (4,172)
Proceeds on disposal of rental
equipment 760 192 1,216 461
Property, plant and equipment
additions (2,200) (2,437) (3,210) (3,744)
Proceeds on disposal of
property, plant and equipment 106 5 110 41
Acquisition of business - (323) - (2,147)
----------------------------------------------------------------------------
Cash flows used in investing
activities (2,119) (4,996) (3,391) (9,561)
----------------------------------------------------------------------------
Cash flows before financing
activities 41,167 23,227 39,826 13,541
----------------------------------------------------------------------------
FINANCING ACTIVITIES
(Decrease) increase in
long-term bank debt (29,000) (6,000) (20,000) 33,000
Increase (decrease) in
equipment notes payable - - 8,896 (70)
Distributions paid (note 9) (9,954) (16,585) (27,883) (40,799)
----------------------------------------------------------------------------
Cash flows used in financing
activities (38,954) (22,585) (38,987) (7,869)
----------------------------------------------------------------------------
Net change in cash and cash
equivalents 2,213 642 839 5,672
Bank indebtedness - beginning
of period (5,694) (1,800) (4,320) (6,830)
----------------------------------------------------------------------------
Bank indebtedness - end of
period $ (3,481) $ (1,158) $ (3,481) $ (1,158)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Cash flows used in operating
activities include the
following:
Interest paid $ 927 $ 947 $ 1,999 $ 1,921
Income tax paid $ 10 $ 126 $ 1,259 $ 126
----------------------------------------------------------------------------
Significant non-cash
transactions:
Rental equipment transferred to
inventory $ 390 $ 103 $ 677 $ 297


WAJAX INCOME FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of dollars, except unit and per unit data) (unaudited)


Note 1 Structure of the trust and basis of presentation

Wajax Income Fund (the "Fund") is an unincorporated, open-ended, limited purpose investment trust established under the laws of Ontario pursuant to the declaration of trust dated April 27, 2005. The Fund was created to indirectly invest, on June 15, 2005, in substantially all of the assets and business formerly conducted by Wajax Limited.

These unaudited interim consolidated financial statements do not include all of the disclosures included in the audited annual consolidated financial statements. Accordingly, these unaudited interim financial statements should be read in conjunction with the annual consolidated financial statements of the Fund for the year ended December 31, 2008. The significant accounting policies follow those disclosed in the most recently reported annual financial statements.

Additional information, including the Fund's Annual Report and Annual Information Form, may be found on SEDAR at www.sedar.com.

Note 2 New standards issued but not yet effective

In February 2008, The Canadian Accounting Standards Board confirmed that the use of International Financial Reporting Standards (IFRS) will be required in Canada for publicly accountable profit oriented enterprises for fiscal years beginning on or after January 1, 2011. The Fund will be required to report using IFRS beginning January 1, 2011. The Fund is currently in the process of evaluating the impact of the change to IFRS.

Note 3 Inventories



Cost Formula June 30 December 31 June 30
2009 2008 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Equipment Specific item $ 102,294 $ 99,722 $ 110,596
Parts Weighted average 102,368 111,323 96,644
Work in process Specific item 11,175 15,926 22,611
----------------------------------------------------------------------------
Total inventories $ 215,837 $ 226,971 $ 229,851
----------------------------------------------------------------------------
----------------------------------------------------------------------------


All amounts shown are net of applicable reserves.

The Fund recognized $174,838 of inventory as an expense which is included in cost of sales during the quarter (2008 - $233,352) and $363,476 year to date (2008 - $447,327). During the quarter $420 was recorded in cost of sales for the write-down of inventory to estimated net realizable value (2008 - $882). Year to date, the write-down of inventory was $1,255 (2008 - $1,798).

All of the Fund's inventory is pledged as security under the bank credit facility and other equipment financing facilities.

Note 4 Accumulated other comprehensive loss

During the quarter ending June 30, 2009, $1,231 ($1,113 - net of tax) of gains on derivative contracts designated as cash flow hedges in prior periods were reclassified out of comprehensive income into earnings, while the change in the fair value of the outstanding contracts at June 30, 2009 resulted in a gain of $928 ($765 - net of tax) being recorded in other comprehensive income. There was an ineffective portion of the outstanding contracts recognized in earnings of $290.

Year to date, $1,442 ($1,305 - net of tax) of gains on derivative contracts designated as cash flow hedges in prior periods were reclassified out of comprehensive income into earnings, while the change in the fair value of the outstanding contracts at June 30, 2009 resulted in a gain of $1,223 ($1,038 - net of tax) being recorded in other comprehensive income. There was an ineffective portion of the outstanding contracts recognized in earnings of $290.

During the quarter ending June 30, 2008, $209 ($189 - net of tax) of gains on derivative contracts designated as cash flow hedges in prior periods were reclassified out of comprehensive income into earnings, while the change in the fair value of the outstanding contracts at June 30, 2008 resulted in a gain of $401 ($294 - net of tax) being recorded in other comprehensive income. There was no ineffective portion of the outstanding contracts recognized in earnings.

Prior year to date, $148 ($133 - net of tax) of gains on derivative contracts designated as cash flow hedges in prior periods were reclassified out of comprehensive income into earnings, while the change in the fair value of the outstanding contracts at June 30, 2008 resulted in a loss of $342 ($206 - net of tax) being recorded in other comprehensive income. There was no ineffective portion of the outstanding contracts recognized in earnings.

As at June 30, 2009, the differential the Fund would pay to hypothetically terminate or exchange the interest rate swap agreement in the prevailing market conditions is estimated to be $2,799 (December 2008 - $3,830, June 2008 - $780), and the currency forward contracts, $190 (December 2008 - receive $1,060 June 2008 - receive $115).



Three months ended Six months ended
June 30 June 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Balance beginning of period $ (2,170) $ (551) $ (2,251) $ (107)

(Gains) on derivatives
designated as cash flow
hedges in prior periods
transferred to net income
in the current period,
net of tax of $118
(2008 - $20), year to date,
$137 (2008 - $15) (1,113) (189) (1,305) (133)
Gains (losses) on
derivatives
designated as cash
flow hedges in the current
period, net of tax of $163
(2008 - $107), year to
date, $185 (2008 - $136) 765 294 1,038 (206)
----------------------------------------------------------------------------
Accumulated other
comprehensive
loss $ (2,518) $ (446) $ (2,518) $ (446)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Note 5 Trust units

At the end of the quarter the number of trust units outstanding was 16,603,423 (December 2008 - 16,585,206, June 2008 - 16,585,206). There were 115,712 rights outstanding under the Wajax Unit Ownership Plan ("UOP") (December 2008 - 109,559, June 2008 - 90,501), 20,769 rights outstanding under the Deferred Unit Program ("DUP") (December 2008 - 18,772, June 2008 - nil) and 97,640 rights outstanding under the Trustees' Deferred Unit Plan ("TDUP") (December 2008 - 83,780, June 2008 - 64,379). No options or unit rights were excluded from the earnings per unit calculations as none were anti-dilutive.

During the quarter, 12,866 trust units were issued to satisfy conditions of the TDUP for no cash proceeds. In the first quarter, 5,351 trust units have been issued to satisfy conditions of the UOP for no cash proceeds.



Three months ended Six months ended
June 30 June 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Balance beginning of period $ 104,995 $ 104,871 $ 104,871 $ 104,871
Trust units issued 312 - 436 -
----------------------------------------------------------------------------
Balance end of period $ 105,307 $ 104,871 $ 105,307 $ 104,871
----------------------------------------------------------------------------


Note 6 Unit-based compensation plans

The Fund has four unit-based compensation plans: the UOP, the DUP, the TDUP and the Mid-Term Incentive Plan ("MTIP"). UOP, DUP and TDUP rights are issued to the participants and are settled by issuing Wajax Income Fund units. The UOP and DUP are subject to certain time and performance vesting criteria. The MTIP consists of an annual grant that is settled in cash, vests over three years and is based upon performance vesting criteria, a portion of which is determined by the price of Fund units. Compensation expense for the UOP, the DUP and the TDUP is determined based upon the fair value of the rights at the date of grant and charged to operations on a straight-line basis over the vesting period, with an offsetting adjustment to unitholders' equity. Compensation expense for the MTIP varies with the price of Fund units and is recognized over the 3 year vesting period.

During the quarter 4,542 rights (2008 - 2,720) were granted under the UOP, 815 rights (2008 - nil) were granted under the DUP and 11,338 rights (2008 - 5,082) were granted and 12,866 rights (2008 - nil) were exercised under the TDUP.

Year to date 11,504 rights (2008 - 7,272) were granted and 5,351 rights (2008 - nil) were exercised under the UOP, 2,047 rights (2008 - nil) were granted under the DUP and 26,726 rights (2008 - 11,311) were granted and 12,866 rights (2008 - nil) were exercised under the TDUP.

The Fund recorded compensation costs of $329 for the quarter (2008 - $559) and $749 for the year to date (2008 - $1,024) in respect of unit rights plans and $100 for the quarter (2008 - $460) and a recovery of $265 for the year to date (2008 - cost of $974) in respect of the unit based MTIP.

Note 7 Earnings per unit

The following table sets forth the computation of basic and diluted earnings per unit:



Three months ended Six months ended
June 30 June 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Numerator for basic and
diluted earnings per
unit:
- net earnings $ 9,828 $ 19,977 $ 19,140 $ 38,028
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Denominator for basic
earnings
per unit:
- weighted average
units 16,591,264 16,585,206 16,590,173 16,585,206
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Denominator for diluted
earnings per unit:
- weighted average
units 16,591,264 16,585,206 16,590,173 16,585,206
- effect of dilutive
unit rights 199,555 149,204 191,127 144,873
----------------------------------------------------------------------------

Denominator for diluted
earnings per unit 16,790,819 16,734,410 16,781,300 16,730,079
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Basic earnings per unit $ 0.59 $ 1.20 $ 1.15 $ 2.29
----------------------------------------------------------------------------

Diluted earnings per
unit $ 0.59 $ 1.19 $ 1.14 $ 2.27
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Note 8 Income taxes

The Fund is a "mutual fund trust" as defined under the Income Tax Act (Canada) and is not taxable on its income to the extent that it is distributed to its unitholders. The Fund's corporate subsidiaries are subject to tax on their taxable income.

Under legislation enacted on June 22, 2007, the Fund as a publicly traded income trust will pay tax on its income distributed commencing in 2011 at a rate that is substantially equivalent to the general corporate income tax rate. The Fund has recognized future income tax liability for the temporary differences between the carrying amount and tax values of assets and liabilities in respect of the proportion of Fund income taxed directly to the unitholders that is expected to reverse in or after 2011.

Note 9 Distributions paid

The Fund makes monthly cash distributions and may make special cash/or special non-cash distributions at the end of the year to ensure, as provided in the Fund's Declaration of Trust, that the Fund's total distributions for the year are equal to its taxable income for the year. Cash distributions are dependent on, among other things, the cash flow of the Fund.

Although the Fund intends to make distributions of its available cash, such distributions are affected by numerous factors, including the Fund's financial performance, debt covenants and obligations, working capital requirements and future capital requirements.

Note 10 Financial instruments and capital management

There has been no significant change to the financial instruments and the related risks since December 31, 2008, except as follows with respect to liquidity risk.

In the first quarter the Fund was notified that one of its inventory financing providers decided to exit the wholesale inventory financing business in Canada. They will terminate the provision of inventory financing to Mobile Equipment effective December 31, 2009, at which time amounts owing prior to the termination date will be repayable in accordance with repayment schedules in effect at that time. At June 30, 2009 Mobile Equipment had utilized $6.5 million of non-interest bearing floor plan inventory financing which the Fund will have to replace. It is currently in the process of negotiating with other inventory finance companies to provide a replacement line on or before December 31, 2009.

Note 11 Employees' pension plans

Net pension plan expenses are as follows:




Three months ended Six months ended
June 30 June 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net pension plan expense
- defined benefit plans $ 270 $ 201 $ 482 $ 402
Net pension plan expense
- defined contribution plans 1,177 1,177 2,473 2,462
----------------------------------------------------------------------------
$ 1,447 $ 1,378 $ 2,955 $ 2,864
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Note 12 Segmented information

Three months ended Six months ended
June 30 June 30
2009 2008 2009 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue
Mobile Equipment $ 119,972 $ 177,916 $ 242,624 $ 331,117
Industrial Components 71,537 76,899 146,246 151,830
Power Systems 49,159 57,064 108,171 115,685
Segment eliminations (1,043) (667) (1,574) (1,689)
----------------------------------------------------------------------------
$ 239,625 $ 311,212 $ 495,467 $ 596,943
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Segment Earnings
Mobile Equipment $ 8,510 $ 14,939 $ 16,307 $ 26,367
Industrial Components 1,155 4,128 1,762 9,865
Power Systems 2,383 4,973 5,891 9,824
Corporate costs and
eliminations (1,842) (2,616) (3,641) (5,171)
----------------------------------------------------------------------------
10,206 21,424 20,319 40,885
Interest expense 1,183 1,118 2,339 2,164
Income tax (recovery) expense (805) 329 (1,160) 693
----------------------------------------------------------------------------
Net earnings $ 9,828 $ 19,977 $ 19,140 $ 38,028
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Interest expense, income taxes and corporate costs are not allocated to business segments.

Note 13 Comparative information

Certain comparative numbers have been reclassified to conform with the current period presentation.


Contact Information