Wajax Announces 2020 Third Quarter Results and Provides an Update Regarding COVID-19 Response

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Nov 02, 2020, 18:27 ET

TSX Symbol: WJX

TORONTO, Nov. 2, 2020 /CNW/ - Wajax Corporation ("Wajax" or the "Corporation") today announced its 2020 third quarter results.

(Dollars in millions, except per share data)	Three Months Ended September 30		Nine Months Ended September 30
	2020	2019	2020	2019
CONSOLIDATED RESULTS
Revenue	$340.6	$365.1	$1,041.6	$1,149.1
Equipment sales	$106.2	$109.7	$326.4	$367.4
Product support	$100.9	$117.1	$309.8	$365.9
Industrial parts	$83.8	$90.7	$257.1	$278.1
ERS	$41.7	$38.3	$123.8	$110.4
Equipment rental	$8.1	$9.3	$24.5	$27.4

Net earnings	$6.7	$7.6	$20.9	$27.3
Basic earnings per share⁽¹⁾	$0.33	$0.38	$1.05	$1.37

Adjusted net earnings⁽²⁾⁽³⁾	$10.1	$10.3	$25.5	$31.7
Adjusted basic earnings per share^(1)(2)(3)	$0.50	$0.52	$1.27	$1.59

Third Quarter Highlights

Revenue in the third quarter of 2020 decreased $24.5 million, or 6.7%, to $340.6 million, from $365.1 million in the third quarter of 2019. Regionally:

Revenue in western Canada of $129.6 million decreased 8.7% over the prior year due primarily to lower product support revenue in the mining and engines and transmissions categories, and lower industrial parts sales. These decreases were partially offset by higher Engineered Repair Services ("ERS") sales attributable to the acquisition of NorthPoint Technical Services ULC ("NorthPoint") effective January 13, 2020.
Revenue in central Canada of $73.7 million increased 3.2% over the prior year mainly due to higher equipment sales in the material handling category and higher ERS sales attributable to the acquisition of NorthPoint.
Revenue in eastern Canada of $137.3 million decreased 9.6% over the prior year primarily due to lower equipment sales in the power generation and forestry categories, lower ERS sales and lower industrial parts sales.

During the quarter, the Corporation qualified for the Canada Emergency Wage Subsidy ("CEWS") program and recognized $5.4 million as a reimbursement of compensation expense with $2.6 million and $2.8 million, respectively, allocated to cost of sales and selling and administrative expenses in proportion to personnel costs recorded in those areas.
Gross profit margin of 18.8% in the third quarter of 2020 decreased 0.2% compared to the same period of 2019. Excluding the $2.6 million CEWS recovery discussed above, gross profit margin was 18.0% in the third quarter of 2020, representing a decrease of 1.0% compared to the same period of 2019. The decline in margin was driven primarily by lower parts and service margins, offset partially by higher ERS and equipment margins. Excluding the effect of the CEWS recovery, the gross profit margin of 18.0% improved sequentially by 3.1% when compared to the gross profit margin of 14.9% recorded in the second quarter of 2020. The sequential improvement was due primarily to lower activity associated with the disposal of aged inventory, which negatively affected gross profit margin in the preceding quarter.
Selling and administrative expenses as a percentage of revenue decreased 1.3% to 12.3% in the third quarter of 2020 from 13.6% in the same period of 2019. Selling and administrative expenses decreased by $7.6 million compared to the third quarter of 2019, due mainly to cost control initiatives, a gain recorded on the sale of properties of $1.4 million and the recovery of personnel expenses from the CEWS of $2.8 million discussed above. Excluding the $2.8 million CEWS recovery, selling and administrative expenses as a percentage of revenue decreased 0.4% to 13.1% in the third quarter of 2020 from 13.6% in the same period of 2019.
EBIT decreased $1.3 million, or 8.3%, to $14.3 million in the third quarter of 2020 versus $15.6 million in the same period of 2019.⁽²⁾ The year-over-year decrease in EBIT is primarily attributable to lower revenue and higher restructuring costs, partially offset by reduced selling and administrative costs and the CEWS recovery.⁽²⁾
The Corporation generated net earnings of $6.7 million, or $0.33 per share, in the third quarter of 2020 versus $7.6 million, or $0.38 per share, in the same period of 2019. The Corporation generated adjusted net earnings of $10.1 million, or $0.50 per share, in the third quarter of 2020 versus $10.3 million, or $0.52 per share, in the same period of 2019.⁽²⁾
Adjusted EBITDA margin increased to 9.5% in the third quarter of 2020 from 9.0% in the same period of 2019.⁽²⁾
The Corporation's backlog at September 30, 2020 of $172.2 million decreased $18.5 million, or 9.7%, compared to June 30, 2020, due primarily to lower orders in most categories, but most notably in the construction, material handling and ERS categories.⁽²⁾ Compared to September 30, 2019, backlog decreased $115.7 million, or 40.2%, due to lower orders in all categories except construction, but most notably lower orders in the mining, power generation and material handling categories.⁽²⁾
Total owned and consignment inventory declined $39.2 million in the third quarter of 2020. Owned inventory of $390.0 million at September 30, 2020 decreased $23.7 million from June 30, 2020 due primarily to lower equipment inventory in the construction, power generation and mining categories. Consignment inventory, comprised primarily of construction excavators, declined by $15.5 million.
Working capital of $392.0 million at September 30, 2020 decreased $3.2 million from June 30, 2020, due primarily to lower inventory and higher provisions, partially offset by lower accounts payable and accrued liabilities and lower bank indebtedness.⁽²⁾ Trailing four-quarter average working capital as a percentage of the trailing 12-month sales was 27.9%, an increase of 0.3% from June 30, 2020, due to the lower trailing 12-month sales.⁽²⁾
Cash flows generated from operating activities amounted to $34.8 million in the third quarter of 2020, compared to cash used in operating activities of $9.3 million in the same quarter of the previous year. The increase in cash generated of $44.1 million was mainly attributable to an increase in cash generated from changes in inventory of $47.6 million, a decrease in income taxes paid of $5.3 million and a decrease in rental equipment additions of $4.2 million, offset partially by a decrease in cash generated from changes in trade and other receivables of $12.4 million.
The Corporation's leverage ratio decreased to 2.59 times at September 30, 2020, compared to 2.82 times at June 30, 2020.⁽²⁾The decrease in the leverage ratio was due to the lower debt level, partially offset by the lower trailing 12-month pro-forma adjusted EBITDA.⁽²⁾The Corporation's senior secured leverage ratio was 2.05 times at September 30, 2020, compared to 2.29 times at June 30, 2020.⁽²⁾
In the third quarter of 2020, the Corporation implemented workforce reductions in response to the economic conditions created by COVID-19 and related sales volume impacts. A pre-tax restructuring cost of $7.7 million was recognized in the quarter relating primarily to severance costs. 243 employees were released, representing annual compensation costs of approximately $19.3 million. Almost all affected personnel were on temporary layoff and as such, the majority of the $19.3 million was not incurred by the Corporation in 2020.
In the third quarter of 2020, the Corporation entered into a sale and leaseback transaction for one of its owned properties. The proceeds net of transaction costs on the sale of the property were $5.2 million and the carrying amount was $1.2 million, resulting in a total gain on the sale of the property of $4.0 million, of which $1.5 million has been recognized in the quarter.

On November 2, 2020, the Corporation declared a dividend of $0.25 per share for the fourth quarter of 2020 payable on January 5, 2021 to shareholders of record on December 15, 2020.

Update Regarding COVID-19 Pandemic Response

The coronavirus pandemic and the measures implemented to stop the spread of COVID-19 have continued to have a significant effect on Wajax. The table below summarizes the Corporation's four main objectives in managing through this difficult period, and provides an update regarding key actions taken to date in furtherance of these objectives.

Objective	Actions Include:
Protecting the health, safety and well-being of employees.	To achieve physical distancing, approximately 40% of employees continue to work remotely or from home. To protect frontline employees whose roles require them to be in branches or at customer sites, protocols have been implemented that require self-administered pre-screening, promote operational physical distancing, restrict site access, change shift rotations, enhance pre-work hazard assessments and ensure the required level of personal protective equipment is available. Employees required to be in isolation due to actual or suspected illness or exposure, receive 10 days of fully paid leave for the first instance. Employees on temporary layoff receive company-paid health and dental benefits for up to 180 days. Employee and operational policies and practices have been changed in a broad range of areas to further protect employee health and safety and adhere to provincial and local requirements. All-employee meetings are held bi-weekly to update employees on health and safety, support programs and the status of the Corporation's business.
Providing strong service to customers.	No material disruptions have been experienced in the Corporation's branch network or supply chain, nor the supply chains of the Corporation's manufacturing partners. At the end of the third quarter of 2020, the majority of the Corporation's customers were in operation, generating varying levels of demand, and volume-appropriate staffing levels continue to be adjusted for field, branch, and support operations.
Protecting the financial health of the Corporation.	Cost Reduction As at September 30, 2020, 286 employees remained on temporary layoff, reduced hours or participating in workshare programs. During the third quarter of 2020, the Corporation severed 243 employees, representing annualized compensation costs of approximately $19.3 million, and recorded a corresponding restructuring provision of $7.7 million. Almost all affected personnel were on temporary layoff and as such, the majority of the $19.3 million annualized compensation costs were not incurred by the Corporation in 2020. Voluntary compensation reductions were extended into the third quarter, including a salary reduction of 20% for the CEO, a 20% reduction of all board and committee retainers, a 10% salary reduction for senior executives, and salary reductions of between 5-10% for managers. Discretionary expenses have been significantly reduced. Liquidity and Working Capital Management As at September 30, 2020, the Corporation had access to $181.8 million in liquidity within its bank credit facility, an increase of $7.0 million from the prior quarter. The Corporation has no debt maturing before 2024. In the third quarter, the Corporation generated $34.8 million in cash from operations. The Corporation will continue to manage owned and consignment equipment inventory levels based on an expectation that current market conditions will persist for the balance of the year. Capital investment is expected to remain at a minimum level. In the third quarter, the Corporation continued with its previously disclosed real estate monetization program, the proceeds of which are expected to be used for debt reduction. The Corporation continues to work closely with customers on credit limits to support their businesses through this difficult period.
Continuing to be well-positioned to execute the Corporation's growth strategy.	The implementation of the Corporation's new ERP system, previously planned for the second quarter of 2020, remains deferred until 2021. The Corporation continues to execute its growth strategies where appropriate based on market conditions relevant to individual categories. ERS acquisition opportunities continue to be reviewed for execution when conditions are deemed appropriate.

Commenting on the Corporation's results, President and Chief Executive Officer Mark Foote stated, "Current business conditions, relating primarily to COVID-19 and secondarily to weak resource markets in western Canada, continued to have a negative effect on the Corporation's results during the third quarter of 2020. Volume trends in comparison to last year improved as the quarter progressed.

While volumes have recently shown an improving trend, we continue to expect revenue to be lower year-over-year in the fourth quarter. As such, we made the difficult decision in the third quarter to reduce the workforce by approximately 8% when compared to January 1, 2020."

Mr. Foote continued, "In response to difficult market conditions and consistent with our plans, owned and consignment inventory continued to decline in the third quarter while margins improved sequentially from the second quarter when accelerated disposal of aged inventory temporarily reduced margins.

Wajax's focus is to manage the business according to its four key objectives: protecting the health and safety of employees, providing strong service to customers, protecting the financial health of the Corporation and positioning the Corporation to execute its growth strategy as conditions improve.

Wajax expects to partially offset the effect of volume declines with cost reductions while managing customer service levels, working capital and capital spending accordingly. The Corporation's current sources of liquidity are expected to be sufficient while preparing to return to growing the business as conditions improve."

Mr. Foote concluded, "Our sincere thanks go to each and every member of our team which continues to work safely and has shown commitment and flexibility during a difficult period. We are very proud of Wajax's dedication to serving its customers under challenging conditions."

Wajax Corporation

Founded in 1858, Wajax (TSX: WJX) is one of Canada's longest-standing and most diversified industrial products and services providers. The Corporation operates an integrated distribution system providing sales, parts and services to a broad range of customers in diverse sectors of the Canadian economy, including: construction, forestry, mining, industrial and commercial, oil sands, transportation, metal processing, government and utilities, and oil and gas.

The Corporation's goal is to be Canada's leading industrial products and services provider, distinguished through its three core capabilities: sales force excellence, the breadth and efficiency of repair and maintenance operations, and the ability to work closely with existing and new vendor partners to constantly expand its product offering to customers. The Corporation believes that achieving excellence in these three areas will position it to create value for its customers, employees, vendors and shareholders.

Wajax will webcast its Third Quarter Financial Results Conference Call. You are invited to listen to the live webcast on Tuesday, November 3, 2020 at 2:00 p.m. ET. To access the webcast, please visit our website wajax.com, under "Investor Relations", "Events and Presentations", "Q3 2020 Financial Results" and click on the "Webcast" link.

Notes:
(1)	Weighted average shares, net of shares held in trust, outstanding for calculation of basic and diluted earnings per share for the three months ended September 30, 2020 was 20,033,619 (2019 – 20,003,554) and 20,513,331 (2019 – 20,409,514), respectively.
	Weighted average shares, net of shares held in trust, outstanding for calculation of basic and diluted earnings per share for the nine months ended September 30, 2020 was 20,027,910 (2019 – 19,995,004) and 20,459,861 (2019 – 20,398,075), respectively.
(2)	"Adjusted net earnings", "Adjusted basic earnings per share", "Adjusted EBITDA", "Adjusted EBITDA margin", "pro-forma adjusted EBITDA", "backlog", "leverage ratio" and "senior secured leverage ratio" do not have standardized meanings prescribed by generally accepted accounting principles ("GAAP"). "EBIT" and "Working capital" are additional GAAP measures. See the Non-GAAP and Additional GAAP Measures section of the Q3 2020 Management's Discussion and Analysis.
(3)	Net earnings excluding the following:
	a.	after-tax restructuring and other related costs of $5.6 million (2019 - $2.9 million), or basic and diluted earnings per share of $0.28 and $0.27 respectively (2019 - $0.15 and $0.14 respectively) for the three months ended September 30, 2020.
	b.	after-tax restructuring and other related costs of $5.7 million (2019 – $3.9 million), or basic and diluted earnings per share of $0.28 (2019 – basic and diluted earnings per share of $0.20 and $0.19 respectively) for the nine months ended September 30, 2020.
	c.	after-tax non-cash gains on mark to market of derivative instruments of $1.0 million (2019 – gains of $0.2 million), or basic and diluted earnings per share of $0.05 (2019 – $0.01 earnings per share) for the three months ended September 30, 2020.
	d.	after-tax non-cash gains on mark to market of derivative instruments of $0.2 million (2019 – gains of $0.4 million), or basic and diluted earnings per share of $0.01 (2019 – $0.02 earnings per share) for the nine months ended September 30, 2020.
	e.	after-tax NorthPoint transaction costs of $0.2 million, or basic and diluted earnings per share of $0.01 for the nine months ended September 30, 2020.
	f.	after-tax gain recorded on the sale of properties of $1.2 million, or basic and diluted earnings per share of $0.06 for the three and nine months ended September 30, 2020.
	g.	after-tax CSC project costs of $0.8 million, or basic and diluted earnings per share of $0.04 for the nine months ended September 30, 2019.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "anticipates", "intends", "predicts", "expects", "is expected", "scheduled", "believes", "estimates", "projects" or "forecasts", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors beyond the Corporation's ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward looking statements. There can be no assurance that any forward-looking statement will materialize. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, reflect management's current beliefs and are based on information currently available to management. Although management believes that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this news release includes forward looking statements regarding, among other things, our intention to manage owned and consignment equipment inventory levels based on the expectation that current market conditions will persist for the balance of 2020; our expectation that our capital investment will remain at a minimum level; our expectation that the proceeds of our real estate monetization program will be used for debt reduction; our expectation that revenue in the fourth quarter of 2020 will be lower year-over-year; our focus and key objectives in managing our business through the COVID-19 pandemic, as well as weak resource markets in western Canada; our intention to partially offset volume declines with cost reductions, while managing customer service levels, working capital and capital spending accordingly; our expectation that the Corporation's current sources of liquidity will be sufficient while we prepare to return to growing the business as conditions improve; our goal of becoming Canada's leading industrial products and services provider, distinguished through our core capabilities; and our belief that achieving excellence in our areas of core capability will position Wajax to create value for its customers, employees, vendors and shareholders. These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, our ability to successfully manage our business through the COVID-19 pandemic and actions taken by governments, public authorities and customers in response to the novel coronavirus; general business and economic conditions; the supply and demand for, and the level and volatility of prices for, oil, natural gas and other commodities; financial market conditions, including interest rates; our ability to execute our updated Strategic Plan, including our ability to develop our core capabilities, execute on our organic growth priorities, complete and effectively integrate acquisitions, such as NorthPoint, and to successfully implement new information technology platforms, systems and software; the future financial performance of the Corporation; our costs; market competition; our ability to attract and retain skilled staff; our ability to procure quality products and inventory; and our ongoing relations with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive. Factors that may cause actual results to vary materially include, but are not limited to, the geographic spread and ultimate impact of the COVID-19 virus and the duration of the coronavirus pandemic; the duration of travel, business and other restrictions imposed by governments and public authorities in response to COVID-19, as well as other measures that may be taken by such authorities; actions taken by our customers in relation to the COVID-19 pandemic, including slowing, reducing or halting operations; a continued or prolonged deterioration in general business and economic conditions (including as a result of the COVID-19 pandemic); volatility in the supply and demand for, and the level of prices for, oil, natural gas and other commodities; a continued or prolonged decrease in the price of oil or natural gas; fluctuations in financial market conditions, including interest rates; the level of demand for, and prices of, the products and services we offer; levels of customer confidence and spending; market acceptance of the products we offer; termination of distribution or original equipment manufacturer agreements; unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, our inability to reduce costs in response to slow-downs in market activity, unavailability of quality products or inventory, supply disruptions (including disruptions caused by the COVID-19 pandemic), job action and unanticipated events related to health, safety and environmental matters); our ability to attract and retain skilled staff and our ability to maintain our relationships with suppliers, employees and customers. The foregoing list of factors is not exhaustive. Further information concerning the risks and uncertainties associated with these forward-looking statements and the Corporation's business may be found in our Annual Information Form for the year ended December 31, 2019 (the "AIF"), in our annual MD&A for financial risks, and in our most recent quarterly MD&A, all of which have been filed on SEDAR. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

Readers are cautioned that the risks described in the AIF, and in our annual and quarterly MD&A, are not the only risks that could impact the Corporation. We cannot accurately predict the full impact that COVID-19 will have on our business, results of operations, financial condition or the demand for our products and services due to the uncertainties related to the spread of the virus. Risks and uncertainties not currently known to the Corporation, or currently deemed to be immaterial, may have a material effect on the Corporation's business, financial condition or results of operations.

Additional information, including Wajax's Annual Report, is available on SEDAR at www.sedar.com.

Wajax Corporation
Management's Discussion and Analysis – Q3 2020

The following management's discussion and analysis ("MD&A") discusses the consolidated financial condition and results of operations of Wajax Corporation ("Wajax" or the "Corporation") for the quarter ended September 30, 2020. This MD&A should be read in conjunction with the information contained in the unaudited condensed consolidated interim financial statements and accompanying notes for the quarter ended September 30, 2020, the annual audited consolidated financial statements and accompanying notes for the year ended December 31, 2019 that are prepared in accordance with International Financial Reporting Standards ("IFRS") and the associated MD&A. Information contained in this MD&A is based on information available to management as of November 2, 2020.

Management is responsible for the information disclosed in this MD&A and the unaudited condensed consolidated interim 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. Wajax's Board of Directors has approved this MD&A and the unaudited condensed consolidated interim financial statements and accompanying notes. In addition, Wajax's Audit Committee, on behalf of the Board of Directors, provides an oversight role with respect to all public financial disclosures made by Wajax and has reviewed this MD&A and the unaudited condensed consolidated interim financial statements and accompanying notes.

Unless otherwise indicated, all financial information within this MD&A is in millions of Canadian dollars, except ratio calculations, share, share rights and per share data. Additional information, including Wajax's Annual Report and Annual Information Form, are available on SEDAR at www.sedar.com.

Wajax Corporation Overview

Founded in 1858, Wajax (TSX: WJX) is one of Canada's longest-standing and most diversified industrial products and services providers. The Corporation operates an integrated distribution system, providing sales, parts and services to a broad range of customers in diverse sectors of the Canadian economy, including: construction, forestry, mining, industrial and commercial, oil sands, transportation, metal processing, government and utilities, and oil and gas.

Strategic Direction and Outlook

The goal of the One Wajax strategy is to provide customers with access to the Corporation's full range of products and services while delivering a consistently excellent level of customer service. Wajax is focused on delivering a strong experience for its customers and employees through the execution of clear plans in five key areas:

Investing in the Wajax team - The safety, well-being and engagement of the Corporation's team of nearly 2,900 technicians, sales professionals, support staff and leaders is the foundation of the Corporation.
Investing in Wajax customers - The Corporation has the privilege of supporting 32,000 individual customers across Canada ranging from small local contractors to the country's largest industrial and resource organizations.
Executing a clear organic growth strategy - The Corporation has classified each of its ten current product and service categories based on a category's contribution to sustainable growth. While Wajax is competitive in all of the categories it participates in, these classifications ensure that resources (such as inventory, capital, personnel and marketing) are allocated appropriately.
Accretive acquisitions strategy - Wajax has developed clear acquisition criteria for the Canadian and U.S. markets. In Canada, the focus is primarily on acquisitions that add to the Corporation's scale in the Engineered Repair Services ("ERS") business and secondarily to extensions to the Corporation's existing distribution businesses. In the U.S. market, the focus is on reviewing growth opportunities related to distribution businesses that provide a long-term growth platform for the One Wajax multi-category model.
Investing in the Wajax infrastructure - The Corporation is making major changes to its infrastructure to improve the consistency of customer service and lower costs. The Corporation's current programs include the ongoing consolidation of its branch network, investing in new information systems and implementing Customer Support Centres (each a "CSC") that provide 24/7 customer support in all product and service categories.

Outlook
Current business conditions, relating primarily to COVID-19 and secondarily to weak resource markets in western Canada, continued to have a negative effect on the Corporation's results during the third quarter of 2020. Volume trends in comparison to last year improved as the quarter progressed.

While volumes have recently shown an improving trend, Wajax continues to expect revenue to be lower year-over-year in the fourth quarter. As such, the Corporation made the difficult decision in the third quarter to reduce the workforce by approximately 8% when compared to January 1, 2020.

In response to difficult market conditions and consistent with the Corporation's plans, owned and consignment inventory continued to decline in the third quarter while margins improved sequentially from the second quarter when accelerated disposal of aged inventory temporarily reduced margins.

An update regarding Wajax's response to COVID-19 is set out below.

See the Cautionary Statement Regarding Forward-Looking Information section.

Highlights for the Quarter

Revenue in the third quarter of 2020 decreased $24.5 million, or 6.7%, to $340.6 million, from $365.1 million in the third quarter of 2019. Regionally:

Revenue in western Canada of $129.6 million decreased 8.7% over the prior year due primarily to lower product support revenue in the mining and engines and transmissions categories, and lower industrial parts sales. These decreases were partially offset by higher ERS sales attributable to the acquisition of NorthPoint Technical Services ULC ("NorthPoint") effective January 13, 2020.
Revenue in central Canada of $73.7 million increased 3.2% over the prior year mainly due to higher equipment sales in the material handling category and higher ERS sales attributable to the acquisition of NorthPoint.
Revenue in eastern Canada of $137.3 million decreased 9.6% over the prior year primarily due to lower equipment sales in the power generation and forestry categories, lower ERS sales and lower industrial parts sales.

During the quarter, the Corporation qualified for the Canada Emergency Wage Subsidy ("CEWS") program and recognized $5.4 million as a reimbursement of compensation expense with $2.6 million and $2.8 million, respectively, allocated to cost of sales and selling and administrative expenses in proportion to personnel costs recorded in those areas.
Gross profit margin of 18.8% in the third quarter of 2020 decreased 0.2% compared to the same period of 2019. Excluding the $2.6 million CEWS recovery discussed above, gross profit margin was 18.0% in the third quarter of 2020, representing a decrease of 1.0% compared to the same period of 2019. The decline in margin was driven primarily by lower parts and service margins, offset partially by higher ERS and equipment margins. Excluding the effect of the CEWS recovery, the gross profit margin of 18.0% improved sequentially by 3.1% when compared to the gross profit margin of 14.9% recorded in the second quarter of 2020. The sequential improvement was due primarily to lower activity associated with the disposal of aged inventory, which negatively affected gross profit margin in the preceding quarter.
Selling and administrative expenses as a percentage of revenue decreased 1.3% to 12.3% in the third quarter of 2020 from 13.6% in the same period of 2019. Selling and administrative expenses decreased by $7.6 million compared to the third quarter of 2019, due mainly to cost control initiatives, a gain recorded on the sale of properties of $1.4 million and the recovery of personnel expenses from the CEWS of $2.8 million discussed above. Excluding the $2.8 million CEWS recovery, selling and administrative expenses as a percentage of revenue decreased 0.4% to 13.1% in the third quarter of 2020 from 13.6% in the same period of 2019.
EBIT decreased $1.3 million, or 8.3%, to $14.3 million in the third quarter of 2020 versus $15.6 million in the same period of 2019.⁽¹⁾ The year-over-year decrease in EBIT is primarily attributable to lower revenue and higher restructuring costs, partially offset by reduced selling and administrative costs and the CEWS recovery.
The Corporation generated net earnings of $6.7 million, or $0.33 per share, in the third quarter of 2020 versus $7.6 million, or $0.38 per share, in the same period of 2019. The Corporation generated adjusted net earnings of $10.1 million, or $0.50 per share, in the third quarter of 2020 versus $10.3 million, or $0.52 per share, in the same period of 2019.⁽¹⁾
Adjusted EBITDA margin increased to 9.5% in the third quarter of 2020 from 9.0% in the same period of 2019.⁽¹⁾
The Corporation's backlog at September 30, 2020 of $172.2 million decreased $18.5 million, or 9.7%, compared to June 30, 2020, due primarily to lower orders in most categories, but most notably in the construction, material handling and ERS categories. Compared to September 30, 2019, backlog decreased $115.7 million, or 40.2%, due to lower orders in all categories except construction, but most notably lower orders in the mining, power generation and material handling categories.⁽¹⁾
Total owned and consignment inventory declined $39.2 million in the third quarter of 2020. Owned inventory of $390.0 million at September 30, 2020 decreased $23.7 million from June 30, 2020 due primarily to lower equipment inventory in the construction, power generation and mining categories. Consignment inventory, comprised primarily of construction excavators, declined by $15.5 million.
Working capital of $392.0 million at September 30, 2020 decreased $3.2 million from June 30, 2020, due primarily to lower inventory and higher provisions, partially offset by lower accounts payable and accrued liabilities and lower bank indebtedness.⁽¹⁾ Trailing four-quarter average working capital as a percentage of the trailing 12-month sales was 27.9%, an increase of 0.3% from June 30, 2020, due to the lower trailing 12-month sales.⁽¹⁾
Cash flows generated from operating activities amounted to $34.8 million in the third quarter of 2020, compared to cash used in operating activities of $9.3 million in the same quarter of the previous year. The increase in cash generated of $44.1 million was mainly attributable to an increase in cash generated from changes in inventory of $47.6 million, a decrease in income taxes paid of $5.3 million and a decrease in rental equipment additions of $4.2 million, offset partially by a decrease in cash generated from changes in trade and other receivables of $12.4 million.
The Corporation's leverage ratio decreased to 2.59 times at September 30, 2020, compared to 2.82 times at June 30, 2020.⁽¹⁾The decrease in the leverage ratio was due to the lower debt level, partially offset by the lower trailing 12-month pro-forma adjusted EBITDA.⁽¹⁾The Corporation's senior secured leverage ratio was 2.05 times at September 30, 2020, compared to 2.29 times at June 30, 2020.⁽¹⁾
In the third quarter of 2020, the Corporation implemented workforce reductions in response to the economic conditions created by COVID-19 and related sales volume impacts. A pre-tax restructuring cost of $7.7 million was recognized in the quarter relating primarily to severance costs. 243 employees were released, representing annual compensation costs of approximately $19.3 million. Almost all affected personnel were on temporary layoff and as such, the majority of the $19.3 million was not incurred by the Corporation in 2020.
In the third quarter of 2020, the Corporation entered into a sale and leaseback transaction for one of its owned properties. The proceeds net of transaction costs on the sale of the property were $5.2 million and the carrying amount was $1.2 million, resulting in a total gain on the sale of the property of $4.0 million, of which $1.5 million has been recognized in the quarter.

(1)

"Backlog", "Leverage ratio", "Senior secured leverage ratio", "Adjusted net earnings", "Adjusted EBITDA", "Adjusted EBITDA margin" and "Pro-forma adjusted EBITDA" do not have standardized meanings prescribed by generally accepted accounting principles ("GAAP"). "EBIT" and "Working capital" are additional GAAP measures. See the Non-GAAP and Additional GAAP Measures section.

Update Regarding COVID-19 Pandemic Response

Objective	Actions Include:
Protecting the health, safety and well-being of employees.	To achieve physical distancing, approximately 40% of employees continue to work remotely or from home. To protect frontline employees whose roles require them to be in branches or at customer sites, protocols have been implemented that require self-administered pre-screening, promote operational physical distancing, restrict site access, change shift rotations, enhance pre-work hazard assessments and ensure the required level of personal protective equipment is available. Employees required to be in isolation due to actual or suspected illness or exposure, receive 10 days of fully paid leave for the first instance. Employees on temporary layoff receive company-paid health and dental benefits for up to 180 days. Employee and operational policies and practices have been changed in a broad range of areas to further protect employee health and safety and adhere to provincial and local requirements. All-employee meetings are held bi-weekly to update employees on health and safety, support programs and the status of the Corporation's business.
Providing strong service to customers.	No material disruptions have been experienced in the Corporation's branch network or supply chain, nor the supply chains of the Corporation's manufacturing partners. At the end of the third quarter of 2020, the majority of the Corporation's customers were in operation, generating varying levels of demand, and volume-appropriate staffing levels continue to be adjusted for field, branch, and support operations.
Protecting the financial health of the Corporation.	Cost Reduction As at September 30, 2020, 286 employees remained on temporary layoff, reduced hours or participating in workshare programs. During the third quarter of 2020, the Corporation severed 243 employees, representing annualized compensation costs of approximately $19.3 million, and recorded a corresponding restructuring provision of $7.7 million. Almost all affected personnel were on temporary layoff and as such, the majority of the $19.3 million annualized compensation costs were not incurred by the Corporation in 2020. Voluntary compensation reductions were extended into the third quarter, including a salary reduction of 20% for the CEO, a 20% reduction of all board and committee retainers, a 10% salary reduction for senior executives, and salary reductions of between 5-10% for managers. Discretionary expenses have been significantly reduced. Liquidity and Working Capital Management As at September 30, 2020, the Corporation had access to $181.8 million in liquidity within its bank credit facility, an increase of $7.0 million from the prior quarter. The Corporation has no debt maturing before 2024. In the third quarter, the Corporation generated $34.8 million in cash from operations. The Corporation will continue to manage owned and consignment equipment inventory levels based on an expectation that current market conditions will persist for the balance of the year. Capital investment is expected to remain at a minimum level. In the third quarter, the Corporation continued with its previously disclosed real estate monetization program, the proceeds of which are expected to be used for debt reduction. The Corporation continues to work closely with customers on credit limits to support their businesses through this difficult period.
Continuing to be well-positioned to execute the Corporation's growth strategy.	The implementation of the Corporation's new ERP system, previously planned for the second quarter of 2020, remains deferred until 2021. The Corporation continues to execute its growth strategies where appropriate based on market conditions relevant to individual categories. ERS acquisition opportunities continue to be reviewed for execution when conditions are deemed appropriate.

Summary of Operating Results

	Three months ended September 30						Nine months ended September 30
Statement of earnings highlights	2020			2019			2020			2019
Revenue	$	340.6		$	365.1		$	1,041.6		$	1,149.1
Gross profit	$	63.9		$	69.2		$	192.8		$	220.7
Selling and administrative expenses	$	41.9		$	49.5		$	139.3		$	163.2
Restructuring and other related costs	$	7.7		$	4.1		$	7.8		$	5.4
Earnings before finance costs and income taxes⁽¹⁾	$	14.3		$	15.6		$	45.7		$	52.1
Finance costs	$	5.1		$	5.2		$	16.9		$	14.3
Earnings before income taxes⁽¹⁾	$	9.2		$	10.4		$	28.8		$	37.8
Income tax expense	$	2.5		$	2.9		$	7.9		$	10.5
Net earnings	$	6.7		$	7.6		$	20.9		$	27.3
– Basic earnings per share⁽²⁾⁽³⁾	$	0.33		$	0.38		$	1.05		$	1.37
– Diluted earnings per share⁽²⁾⁽³⁾	$	0.33		$	0.37		$	1.02		$	1.34
Adjusted net earnings⁽¹⁾⁽⁴⁾	$	10.1		$	10.3		$	25.5		$	31.7
– Adjusted basic earnings per share^(1)(2)(3)(4)	$	0.50		$	0.52		$	1.27		$	1.59
– Adjusted diluted earnings per share^(1)(2)(3)(4)	$	0.49		$	0.51		$	1.24		$	1.55
Adjusted EBITDA⁽¹⁾	$	32.4		$	32.9		$	91.0		$	98.4
Key ratios:
Gross profit margin	18.8		%	19.0		%	18.5		%	19.2		%
Selling and administrative expenses as a percentage of revenue	12.3		%	13.6		%	13.4		%	14.2		%
EBIT margin⁽¹⁾	4.2		%	4.3		%	4.4		%	4.5		%
Adjusted EBITDA margin⁽¹⁾	9.5		%	9.0		%	8.7		%	8.6		%
Effective income tax rate	27.4		%	27.7		%	27.4		%	27.7		%

Statement of financial position highlights As at	September 30 2020		June 30 2020		December 31 2019
Trade and other receivables	$	209.9	$	210.1	$	238.2
Inventory	$	390.0	$	413.7	$	414.9
Accounts payable and accrued liabilities	$	(235.1)	$	(250.3)	$	(282.6)
Other working capital amounts⁽¹⁾	$	27.3	$	21.8	$	33.6
Working capital⁽¹⁾	$	392.0	$	395.3	$	404.1
Rental equipment	$	62.0	$	65.6	$	77.0
Property, plant and equipment	$	42.3	$	44.5	$	42.1
Funded net debt⁽¹⁾	$	254.8	$	283.0	$	276.5
Key ratios:
Leverage ratio⁽¹⁾	2.59		2.82		2.60
Senior secured leverage ratio⁽¹⁾	2.05		2.29		2.10

(1)	These measures do not have a standardized meaning prescribed by GAAP. See the Non-GAAP and Additional GAAP Measures section.
(2)	Weighted average shares, net of shares held in trust outstanding for calculation of basic and diluted earnings per share for the three months ended September 30, 2020 was 20,033,619 (2019 – 20,003,554) and 20,513,331 (2019 – 20,409,514), respectively.
(3)	Weighted average shares, net of shares held in trust, outstanding for calculation of basic and diluted earnings per share for the nine months ended September 30, 2020 was 20,027,910 (2019 – 19,995,004) and 20,459,861 (2019 – 20,398,075), respectively.
(4)	Net earnings excluding the following:
	a.	after-tax restructuring and other related costs of $5.6 million (2019 - $2.9 million), or basic and diluted earnings per share of $0.28 and $0.27 respectively (2019 - $0.15 and $0.14 respectively) for the three months ended September 30, 2020.
	b.	after-tax restructuring and other related costs of $5.7 million (2019 – $3.9 million), or basic and diluted earnings per share of $0.28 (2019 – basic and diluted earnings per share of $0.20 and $0.19 respectively) for the nine months ended September 30, 2020.
	c.	after-tax non-cash gains on mark to market of derivative instruments of $1.0 million (2019 – gains of $0.2 million), or basic and diluted earnings per share of $0.05 (2019 – $0.01 earnings per share) for the three months ended September 30, 2020.
	d.	after-tax non-cash gains on mark to market of derivative instruments of $0.2 million (2019 – gains of $0.4 million), or basic and diluted earnings per share of $0.01 (2019 – $0.02 earnings per share) for the nine months ended September 30, 2020.
	e.	after-tax NorthPoint transaction costs of $0.2 million, or basic and diluted earnings per share of $0.01 for the nine months ended September 30, 2020.
	f.	after-tax gain recorded on the sale of properties of $1.2 million, or basic and diluted earnings per share of $0.06 for the three and nine months ended September 30, 2020.
	g.	after-tax CSC project costs of $0.8 million, or basic and diluted earnings per share of $0.04 for the nine months ended September 30, 2019.

Results of Operations

Revenue Sources

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Equipment sales	$	106.2	$	109.7	$	326.4	$	367.4
Product support	$	100.9	$	117.1	$	309.8	$	365.9
Industrial parts	$	83.8	$	90.7	$	257.1	$	278.1
ERS	$	41.7	$	38.3	$	123.8	$	110.4
Equipment rental	$	8.1	$	9.3	$	24.5	$	27.4
Total revenue	$	340.6	$	365.1	$	1,041.6	$	1,149.1

Revenue in the third quarter of 2020 decreased 6.7%, or $24.5 million, to $340.6 million from $365.1 million in the third quarter of 2019. In addition to regional revenue commentary provided previously herein, the following factors contributed to the decrease in revenue:

Product support sales have decreased due mainly to lower mining and engines and transmissions revenue in western Canada and lower on-highway sales in all regions.
Industrial parts sales have decreased due primarily to lower bearings and process sales across all regions and lower hydraulics sales in western Canada.

For the nine months ended September 30, 2020, revenue decreased 9.4%, or $107.5 million, to $1,041.6 million, from $1,149.1 million in the same period of 2019. The following factors contributed to the decrease in revenue:

Equipment sales have decreased due mainly to lower forestry and engines and transmissions sales across all regions, lower construction sales in western Canada, and lower power generation sales in eastern Canada. These decreases were partially offset by higher mining equipment sales in western and eastern Canada.
Product support sales have decreased primarily on weakness in construction, mining and engines and transmissions sales in western Canada and lower on-highway sales across all regions.
Industrial parts sales have decreased due primarily to lower bearings and hydraulics sales across all regions.
ERS sales have increased in western and central Canada due primarily to the acquisition of NorthPoint effective January 13, 2020.

Backlog
The Corporation's backlog at September 30, 2020 of $172.2 million decreased $18.5 million, or 9.7%, compared to June 30, 2020, due primarily to lower orders in most categories, but most notably in the construction, material handling and ERS categories. Compared to September 30, 2019, backlog decreased $115.7 million, or 40.2%, due to lower orders in all categories except construction, but most notably lower orders in the mining, power generation and material handling categories.

Canada Emergency Wage Subsidy (CEWS)
During the third quarter, the Corporation qualified for the CEWS program and recognized $5.4 million as a reimbursement of compensation expense with $2.6 million and $2.8 million, respectively, allocated to cost of sales and selling and administrative expenses in proportion to personnel costs recorded in those areas.

For the nine months ended September 30, 2020, the Corporation recognized $20.9 million as a reimbursement of compensation expense with $9.7 million and $11.2 million, respectively, allocated to cost of sales and selling and administrative expenses in proportion to personnel costs recorded in those areas.

Gross profit
Gross profit decreased $5.3 million, or 7.6%, in the third quarter of 2020 compared to the same quarter last year due to lower volumes and lower parts and service margins, partially offset by higher ERS and equipment margins and the recovery of personnel expenses from the CEWS.

Gross profit margin of 18.8% in the third quarter of 2020 decreased 0.2% compared to the same period of 2019. Excluding the $2.6 million CEWS recovery discussed above, gross profit margin was 18.0% in the third quarter of 2020, representing a decrease of 1.0% compared to the same period of 2019. The decline in margin was driven primarily by lower parts and service margins, offset partially by higher ERS and equipment margins. Excluding the effect of the CEWS recovery, the gross profit margin of 18.0% improved sequentially by 3.1% when compared to the gross profit margin of 14.9% recorded in the second quarter of 2020. The sequential improvement was due primarily to lower activity associated with the disposal of aged inventory, which negatively affected gross profit margin in the preceding quarter.

For the nine months ended September 30, 2020, gross profit decreased $27.8 million, or 12.6%, compared to the same period last year due to decreased volumes and lower equipment and parts margins, partially offset by higher ERS sales and margins, and the recovery of personnel expenses from the CEWS.

For the nine months ended September 30, 2020, gross profit margin of 18.5% decreased 0.7% compared to the prior year. Excluding the $9.7 million year-to-date CEWS recovery discussed above, gross profit margin was 17.6%, representing a decrease of 1.6% compared to the prior year. The decline in margin was driven primarily by lower equipment and parts margins, offset partially by higher ERS sales and margins. The lower equipment margins were driven partially by the Corporation's accelerated disposal of aged and used equipment during the second quarter.

Selling and administrative expenses
Selling and administrative expenses as a percentage of revenue decreased to 12.3% in the third quarter of 2020 from 13.6% in the third quarter of 2019. Selling and administrative expenses in the third quarter of 2020 decreased $7.6 million compared to the third quarter of 2019 due mainly to cost control initiatives, a gain recorded on the sale of properties of $1.4 million and the recovery of personnel expenses from the CEWS of $2.8 million discussed above. Excluding the $2.8 million CEWS recovery, selling and administrative expenses as a percentage of revenue decreased to 13.1% in the third quarter of 2020 from 13.6% in the same period of 2019.

For the nine months ended September 30, 2020, selling and administrative expenses decreased $23.9 million compared to the same period last year. This decrease was due mainly to cost control initiatives, a gain recorded on the sale of properties of $1.4 million and the $11.2 million recovery of personnel expenses from the CEWS. Selling and administrative expenses as a percentage of revenue decreased to 13.4% in 2020 from 14.2% in 2019.

Restructuring and other related costs
In the third quarter of 2020, the Corporation implemented workforce reductions in response to the economic conditions created by COVID-19 and related sales volume impacts. A restructuring cost of $7.7 million was recognized in the quarter relating primarily to severance costs.

In the first quarter of 2018, the Corporation commenced the redesign of its finance function (the "Finance Reorganization Plan"). For the nine months ended September 30, 2020, the Corporation has recognized $0.1 million related to duplicate labour costs. The Corporation does not expect to incur additional costs relating to the Finance Reorganization Plan.

Finance costs
Finance costs of $5.1 million in the third quarter of 2020 decreased $0.1 million compared to the same quarter last year due to lower borrowings under the bank credit facility, offset partially by higher interest on lease liabilities. See the Liquidity and Capital Resources section.

For the nine months ended September 30, 2020, finance costs of $16.9 million increased $2.6 million compared to the same period in 2019 due primarily to the issuance of debentures in the fourth quarter of 2019, the acquisition of NorthPoint in the first quarter of 2020 and higher interest on lease liabilities, partially offset by lower borrowings under the bank credit facility. See the Liquidity and Capital Resources section.

Income tax expense
The Corporation's effective income tax rate of 27.4% for the third quarter of 2020 (2019 – 27.7%) was higher compared to the statutory rate of 26.5% (2019 – 26.8%) due mainly to the impact of expenses not deductible for tax purposes.

The Corporation's effective income tax rate for the nine months ended September 30, 2020 was 27.4% (2019 – 27.7%) compared to the statutory rate of 26.5% (2019 – 26.8%) due mainly to the impact of expenses not deductible for tax purposes.

Net earnings
In the third quarter of 2020, the Corporation had net earnings of $6.7 million, or $0.33 per share, compared to $7.6 million, or $0.38 per share, in the third quarter of 2019. The $0.9 million decrease in net earnings resulted primarily from lower revenue and higher restructuring costs, partially offset by reduced selling and administrative costs and the CEWS recovery.

For the nine months ended September 30, 2020, the Corporation generated net earnings of $20.9 million, or $1.05 per share, compared to $27.3 million, or $1.37 per share, in the same period of 2019. The $6.4 million decrease in net earnings resulted primarily from lower revenue, lower equipment and parts margins, higher restructuring costs and higher finance costs, partially offset by reduced selling and administrative costs and the CEWS recovery.

Adjusted net earnings (See the Non-GAAP and Additional GAAP Measures section)
Adjusted net earnings for the three months ended September 30, 2020 excludes restructuring and other related costs of $5.6 million after-tax, or $0.28 per share (2019 - $2.9 million after-tax, or $0.15 per share), non-cash gains on mark to market of derivative instruments of $1.0 million after-tax, or $0.05 per share (2019 - gains of $0.2 million after-tax, or $0.01 per share), and a gain recorded on the sale of properties of $1.2 million after-tax, or $0.06 per share (2019 - nil).

As such, adjusted net earnings decreased $0.3 million to $10.1 million, or $0.50 per share, in the third quarter of 2020 from $10.3 million, or $0.52 per share, in the same period of 2019.

Adjusted net earnings for the nine months ended September 30, 2020 excludes restructuring and other related costs of $5.7 million after-tax, or $0.28 per share (2019 – $3.9 million after-tax, or $0.20 per share), non-cash gains on mark to market of derivative instruments of $0.2 million after-tax, or $0.01 per share (2019 – gains of $0.4 million after-tax, or $0.02 per share), a gain recorded on the sale of properties of $1.2 million after-tax, or $0.06 per share (2019 - nil), and NorthPoint transaction costs of $0.2 million after-tax, or $0.01 per share (2019 - nil). Adjusted net earnings in the same period of 2019 also excludes certain non-recurring CSC project costs of $0.8 million after-tax, or $0.04 per share.

As such, adjusted net earnings decreased $6.2 million to $25.5 million, or $1.27 per share, for the nine months ended September 30, 2020 from $31.7 million, or $1.59 per share, in the same period of 2019.

Comprehensive income
Total comprehensive income of $6.4 million in the third quarter of 2020 included net earnings of $6.7 million and an other comprehensive loss of $0.3 million. The other comprehensive loss of $0.3 million in the current period resulted from $0.1 million of losses on derivative instruments outstanding at the end of the period designated as cash flow hedges and $0.2 million of gains on derivative instruments designated as cash flow hedges in prior periods reclassified to earnings during the current period.

For the nine months ended September 30, 2020, the total comprehensive income of $15.9 million included net earnings of $20.9 million and an other comprehensive loss of $5.0 million. The other comprehensive loss of $5.0 million in the current year resulted from $4.2 million of losses on derivative instruments outstanding at the end of the period designated as cash flow hedges and $0.8 million of gains on derivative instruments designated as cash flow hedges in prior periods reclassified to earnings during the current period.

Selected Quarterly Information

The following table summarizes unaudited quarterly consolidated financial data for the eight most recently completed quarters. The 2018 financial data has not been adjusted for the adoption on January 1, 2019 of IFRS 16 Leases ("IFRS 16").

	2020						2019								2018
	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
Revenue	$	340.6	$	356.9	$	344.1	$	403.9	$	365.1	$	409.4	$	374.6	$	389.8
Net earnings	$	6.7	$	10.2	$	4.1	$	12.2	$	7.6	$	11.9	$	7.9	$	6.1
Earnings per share
- Basic	$	0.33	$	0.51	$	0.20	$	0.61	$	0.38	$	0.59	$	0.39	$	0.31
- Diluted	$	0.33	$	0.50	$	0.20	$	0.60	$	0.37	$	0.58	$	0.39	$	0.30
Adjusted net earnings⁽¹⁾	$	10.1	$	9.6	$	5.8	$	10.1	$	10.3	$	12.6	$	8.7	$	8.3
Adjusted earnings per share⁽¹⁾
- Basic	$	0.50	$	0.48	$	0.29	$	0.51	$	0.52	$	0.63	$	0.43	$	0.42
- Diluted	$	0.49	$	0.47	$	0.28	$	0.50	$	0.51	$	0.62	$	0.43	$	0.41
Dividends paid per share	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25
Weighted average common shares outstanding - basic (in thousands)	20,034		20,034		20,016		20,009		20,004		20,004		19,978		19,947

(1)	These measures do not have a standardized meaning prescribed by GAAP. See the Non-GAAP and Additional GAAP Measures section.

Although quarterly fluctuations in revenue and net earnings are difficult to predict, during times of weak resource sector activity, the first quarter will tend to have seasonally lower revenues. However, the project timing of large mining trucks and shovels and power generation packages can shift the revenue and net earnings throughout the year. In addition, the sale of large construction units can also impact revenue due to the seasonality in that industry.

On October 16, 2018, the Corporation acquired Groupe Delom Inc. ("Delom"), and effective January 13, 2020, the Corporation acquired NorthPoint. The results of operations and financial position of these acquired businesses have been included in the figures since the dates of acquisition.

The recent COVID-19 pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, physical distancing, self-isolation and quarantine periods, have impacted economies and financial markets worldwide, resulting in an economic slowdown. The pandemic may also affect customer demand and supply chains, impact capital resources, as well as increase government regulations or intervention, among other impacts, all of which may negatively affect the business and the financial results of the Corporation and alter the typical seasonal trend.

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

Consolidated Financial Condition

Capital Structure and Key Financial Condition Measures

	September 30 2020		June 30 2020		December 31 2019
Shareholders' equity	$	319.1	$	317.1	$	316.8
Funded net debt⁽¹⁾	$	254.8	$	283.0	$	276.5
Total capital	$	573.9	$	600.2	$	593.3
Funded net debt to total capital⁽¹⁾	44.4%		47.2%		46.6%
Leverage ratio⁽¹⁾	2.59		2.82		2.60
Senior secured leverage ratio⁽¹⁾	2.05		2.29		2.10

(1)	See the Non-GAAP and Additional GAAP Measures section.

The Corporation's objective is to manage its working capital and normal-course capital investment programs within a leverage range of 1.5 to 2.0 times and to fund those programs through operating cash flow and its bank credit facilities as required. There may be instances whereby the Corporation is willing to maintain a leverage ratio outside of this range during changes in economic cycles. The Corporation may also maintain a leverage ratio above the stated range as a result of investment in acquisitions and may fund those acquisitions using its bank credit facilities and other debt instruments in accordance with the Corporation's expectations of total future cash flows, financing costs and other factors. The Corporation's leverage ratio is currently above the target range primarily due to the acquisition of NorthPoint in the first quarter of 2020, the acquisition of Delom in the fourth quarter of 2018, investments made in working capital and the adverse effect of COVID-19 on the Corporation's operating results. See the Funded Net Debt section.

Shareholders' Equity

The Corporation's shareholders' equity at September 30, 2020 of $319.1 million increased $1.9 million from June 30, 2020. For the nine months ended September 30, 2020 the Corporation's shareholders' equity increased $2.3 million.

The Corporation's share capital included in shareholders' equity on the condensed consolidated interim statements of financial position, consists of:

	Number of Common Shares	Amount
Issued and outstanding, December 31, 2019 and September 30, 2020	20,167,703	$	182.5
Shares held in trust, December 31, 2019	(156,113)	$	(1.4)
Released for settlement of certain share-based compensation plans	22,029	$	0.2
Shares held in trust, September 30, 2020	(134,084)	$	(1.2)
Issued and outstanding, net of shares held in trust, September 30, 2020	20,033,619	$	181.3

At the date of this MD&A, the Corporation had 20,033,619 common shares issued and outstanding, net of shares held in trust.

At September 30, 2020, Wajax had four share-based compensation plans; the Wajax Share Ownership Plan (the "SOP"), the Directors' Deferred Share Unit Plan (the "DDSUP"), the Mid-Term Incentive Plan for Senior Executives (the "MTIP") (with MTIP awards being composed of performance share units ("PSUs") and restricted share units ("RSUs")) and the Deferred Share Unit Plan (the "DSUP").

As of September 30, 2020, there were 462,828 SOP and DDSUP (treasury share rights plans) rights outstanding of which 434,662 rights were vested, 283,601 MTIP PSUs and equity-settled DSUP (market-purchased share rights plans) rights outstanding of which 20,571 rights were vested, and 455,858 MTIP RSUs and cash-settled DSUP (cash-settled rights plans) rights outstanding of which 9,972 rights were vested. Depending on the actual level of achievement of the performance targets associated with the outstanding MTIP PSUs, the number of market-purchased shares required to satisfy the Corporation's obligations could be higher or lower.

Wajax recorded compensation expense of $1.5 million for the quarter (2019 – expense of $0.5 million) and $2.7 million for the nine months ended September 30, 2020 (2019 - expense of $2.9 million) in respect of these plans.

Funded Net Debt (See the Non-GAAP and Additional GAAP Measures section)

	September 30 2020		June 30 2020		December 31 2019
Bank indebtedness (cash)	$	1.6	$	11.5	$	(3.2)
Debentures	$	54.5	$	54.4	$	54.1
Long-term debt	$	198.6	$	217.1	$	225.6
Funded net debt	$	254.8	$	283.0	$	276.5

Funded net debt of $254.8 million at September 30, 2020 decreased $28.3 million compared to $283.0 million at June 30, 2020. The decrease during the quarter was due primarily to cash generated from operating activities of $34.8 million and proceeds on disposal of property, plant and equipment of $6.3 million, offset partially by payment of lease liabilities of $6.1 million and dividends paid of $5.0 million.

Funded net debt of $254.8 million at September 30, 2020 decreased $21.7 million compared to $276.5 million at December 31, 2019. The decrease during the year to date was due primarily to cash generated from operating activities of $70.7 million, offset partially by the $17.9 million acquisition of NorthPoint, payment of lease liabilities of $16.7 million and dividends paid of $15.0 million.

The Corporation's ratio of funded net debt to total capital decreased to 44.4% at September 30, 2020 from 47.2% at June 30, 2020, primarily due to the lower funded net debt level in the current period.

The Corporation's leverage ratio of 2.59 times at September 30, 2020 decreased from the June 30, 2020 ratio of 2.82 times due to the lower debt level, partially offset by the lower trailing 12-month pro-forma adjusted EBITDA. See the Non-GAAP and Additional GAAP Measures section.

See the Liquidity and Capital Resources section.

Financial Instruments

Wajax uses derivative financial instruments in the management of its foreign currency, interest rate and share-based compensation exposures. Wajax policy restricts the use of derivative financial instruments for trading or speculative purposes.

Wajax monitors the proportion of variable rate debt to its total debt portfolio and may enter into interest rate hedge contracts to mitigate a portion of the interest rate risk on its variable rate debt. A change in interest rates, in particular related to the Corporation's unhedged variable rate debt, is not expected to have a material impact on the Corporation's results of operations or financial condition over the long term.

Wajax has entered into interest rate hedge contracts to minimize exposure to interest rate fluctuations on its variable rate debt. All interest rate hedge contracts are recorded in the unaudited condensed consolidated interim financial statements at fair value. As at September 30, 2020, Wajax had the following interest rate hedge contracts outstanding:

$150.0 million, expiring in November 2024, with a weighted average interest rate of 2.12% (December 31, 2019 - $104.0 million, expiring in November 2024, with a weighted average interest rate of 2.56%)

Wajax enters into foreign exchange forward contracts to hedge the exchange risk associated with the cost of certain inbound inventory and foreign currency-denominated sales to customers along with the associated receivables as part of its normal course of business. As at September 30, 2020, Wajax had the following contracts outstanding:

to buy U.S. $41.3 million (December 31, 2019 – to buy U.S. $45.2 million),
to sell U.S. $29.0 million (December 31, 2019 – to sell U.S. $30.5 million), and
to sell Euro €1.0 million (December 31, 2019 – €1.1 million).

The U.S. dollar contracts expire between October 2020 and June 2022, with an average U.S./Canadian dollar rate of 1.3548.

The Euro contracts expire between October 2020 and September 2021, with an average Euro/Canadian dollar rate of 1.5568.

Wajax has entered into total return swap contracts to hedge the exposure to share price market risk on a class of MTIP rights that are cash-settled. All total return swap contracts are recorded in the unaudited condensed consolidated interim financial statements at fair value. As at September 30, 2020, Wajax had the following total return swap contracts outstanding:

contracts totaling 387,000 shares at an initial share value of $7.2 million (December 31, 2019 - contracts totaling 365,000 shares at an initial share value of $8.3 million)

The total return swap contracts expire between March 2021 and March 2023.

Contractual Obligations

There have been no material changes to the Corporation's contractual obligations since December 31, 2019. See the Liquidity and Capital Resources section.

Off Balance Sheet Financing

It is likely but not reasonably certain that existing leases will be renewed or replaced, resulting in lease commitments being sustained at current levels. In the alternative, Wajax may incur capital expenditures to acquire equivalent capacity.

The Corporation had $73.3 million (December 31, 2019 – $128.0 million) of consigned inventory on hand from a major manufacturer at September 30, 2020, net of deposits of $44.2 million (December 31, 2019 – $33.1 million). In the normal course of business, Wajax receives inventory on consignment from this manufacturer which is generally sold or rented to customers or purchased by Wajax. Under the terms of the consignment program, Wajax is required to make periodic deposits to the manufacturer on the consigned inventory that is rented to Wajax customers or on-hand for greater than nine months. This consigned inventory is not included in Wajax's inventory as the manufacturer retains title to the goods. In the event the inventory consignment program was terminated, Wajax would utilize interest free financing, if any, made available by the manufacturer and/or utilize capacity under its credit facility to finance the purchase of inventory.

Although management currently believes Wajax has adequate debt capacity, Wajax would have to access the equity or debt capital markets, or reduce dividends to accommodate any shortfalls in Wajax's credit facility. See the Liquidity and Capital Resources section.

Liquidity and Capital Resources

The Corporation's liquidity is maintained through various sources, including bank and non-bank credit facilities, debentures and cash generated from operations.

Bank and Non-bank Credit Facilities and Debentures

At September 30, 2020, Wajax had borrowed $200.1 million and issued $6.4 million of letters of credit for a total utilization of $206.6 million of its $400.0 million bank credit facility. Borrowing capacity under the bank credit facility is dependent on the level of inventories on-hand and outstanding trade accounts receivables. At September 30, 2020, borrowing capacity under the bank credit facility was equal to $388.3 million.

The bank credit facility contains customary restrictive covenants, including limitations on the payment of cash dividends and an interest coverage maintenance ratio, all of which were met as at September 30, 2020. In particular, the Corporation is restricted from declaring dividends in the event the Corporation's senior secured leverage ratio, as defined in the bank credit facility agreement, exceeds 4.0 times. At September 30, 2020, the Corporation's senior secured leverage ratio was 2.05 times.

Borrowings under the bank credit facility bear floating rates of interest at margins over Canadian dollar bankers' acceptance yields, U.S. dollar LIBOR rates or prime. Margins on the facility depend on the Corporation's leverage ratio at the time of borrowing and range between 1.5% and 3.0% for Canadian dollar bankers' acceptances and U.S. dollar LIBOR borrowings, and 0.5% and 2.0% for prime rate borrowings.

In addition, Wajax had $57.0 million of senior unsecured debentures outstanding at September 30, 2020, bearing interest at a rate of 6.00% per annum, payable semi-annually and maturing on January 15, 2025 (the "Debentures"). The Debentures will not be redeemable before January 15, 2023 (the "First Call Date"), except upon the occurrence of a change of control of the Corporation in accordance with the terms of the indenture governing the Debentures (the "Indenture"). On and after the First Call Date and prior to January 15, 2024, the Debentures will be redeemable in whole or in part from time to time at the Corporation's option at a redemption price equal to 103.0% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after January 15, 2024 and prior to the maturity date, the Debentures will be redeemable, in whole or in part, from time to time at the Corporation's option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Corporation shall provide not more than 60 nor less than 30 days' prior notice of redemption of the Debentures.

The Corporation will have the option to satisfy its obligation to repay the principal amount of the Debentures due at redemption or maturity by issuing and delivering that number of freely tradeable common shares determined in accordance with the terms of the Indenture. The Debentures will not be convertible into common shares at the option of the holders at any time.

Under the terms of the bank credit facility, Wajax is permitted to have additional interest bearing debt of $25.0 million. As such, Wajax has up to $25.0 million of demand inventory equipment financing capacity with two non-bank lenders. At September 30, 2020, Wajax had no utilization of the interest bearing equipment financing facilities.

In addition, the Corporation has an agreement with a financial institution to sell 100% of selected accounts receivable on a recurring, non-recourse basis. Under this facility, up to $20.0 million of accounts receivable is permitted to be sold to the financial institution and can remain outstanding at any point in time. After the sale, Wajax does not retain any interests in the accounts receivable, but continues to service and collect the outstanding accounts receivable on behalf of the financial institution. At September 30, 2020, the Corporation continues to service and collect $10.3 million in accounts receivable on behalf of the financial institution.

As at September 30, 2020, $193.4 million was unutilized under the bank facility and $25.0 million was unutilized under the non-bank facilities. As of November 2, 2020, Wajax continues to maintain its $400.0 million bank credit facility and an additional $25.0 million in credit facilities with non-bank lenders. Wajax maintains sufficient liquidity to meet short-term normal course working capital and maintenance capital requirements and certain strategic investments. However, Wajax may be required to access the equity or debt capital markets to fund significant acquisitions.

The Corporation's tolerance to interest rate risk decreases/increases as the Corporation's leverage ratio increases/decreases. At September 30, 2020, $204.5 million of the Corporation's funded net debt, or 80.3%, was at a fixed interest rate which is within the Corporation's interest rate risk policy.

Cash Flow

The following table highlights the major components of cash flow as reflected in the Condensed Consolidated Interim Statements of Cash Flows:

	Three months ended September 30						Nine months ended September 30
	2020		2019		Change		2020		2019		Change
Net earnings	$	6.7	$	7.6	$	(0.9)	$	20.9	$	27.3	$	(6.4)
Items not affecting cash flow	$	19.2	$	21.8	$	(2.6)	$	65.3	$	67.7	$	(2.4)
Net change in non-cash operating working capital	$	19.7	$	(20.1)	$	39.8	$	21.1	$	(53.9)	$	75.0
Finance costs paid on debts	$	(4.3)	$	(2.9)	$	(1.4)	$	(9.4)	$	(9.3)	$	(0.1)
Finance costs paid on lease liabilities	$	(1.9)	$	(1.6)	$	(0.3)	$	(6.2)	$	(4.0)	$	(2.2)
Interest collected on lease receivables	$	0.1	$	0.0	$	0.1	$	0.1	$	0.0	$	0.1
Income taxes paid	$	(0.9)	$	(6.2)	$	5.3	$	(4.6)	$	(27.6)	$	23.0
Rental equipment additions	$	(3.6)	$	(7.8)	$	4.2	$	(14.8)	$	(23.3)	$	8.5
Other non-current liabilities	$	0.0	$	0.0	$	0.0	$	(0.2)	$	(1.4)	$	1.1
Cash paid on settlement of total return swaps	$	0.0	$	0.0	$	0.0	$	(1.4)	$	(1.5)	$	0.1
Cash generated from (used in) operating activities	$	34.8	$	(9.3)	$	44.1	$	70.7	$	(26.0)	$	96.8
Cash generated from (used in) investing activities	$	4.7	$	(2.8)	$	7.5	$	(16.2)	$	(7.7)	$	(8.5)
Cash (used in) generated from financing activities	$	(29.7)	$	7.0	$	(36.7)	$	(59.4)	$	37.2	$	(96.6)

Operating Activities
Cash flows generated from operating activities amounted to $34.8 million in the third quarter of 2020, compared to cash used in operating activities of $9.3 million in the same quarter of the previous year. The increase in cash generated of $44.1 million was mainly attributable to an increase in cash generated from changes in non-cash operating working capital of $39.8 million, a decrease in income taxes paid of $5.3 million and a decrease in rental equipment additions of $4.2 million. The increase in cash generated from changes in non-cash operating working capital of $39.8 million was driven primarily by an increase in cash generated from changes in inventory of $47.6 million, offset partially by a decrease in cash generated from changes in trade and other receivables of $12.4 million.

Rental equipment additions in the third quarter of 2020 of $3.6 million (2019 – $7.8 million) related primarily to material handling lift trucks.

For the nine months ended September 30, 2020, cash flows generated from operating activities amounted to $70.7 million, compared to cash used in operating activities of $26.0 million for the same period in the previous year. The increase in cash generated of $96.8 million was mainly attributable to an increase in cash generated from changes in non-cash operating working capital of $75.0 million, lower income taxes paid of $23.0 million, and a decrease in rental equipment additions of $8.5 million, partially offset by lower net earnings of $6.4 million. The increase in cash generated from changes in non-cash operating working capital of $75.0 million was driven primarily by an increase in cash generated from changes in inventory of $102.6 million and an increase in cash generated from changes in trade and other receivables of $27.9 million, offset partially by an increase in cash used from changes in accounts payable and accrued liabilities of $52.8 million.

For the nine months ended September 30, 2020, rental equipment additions of $14.8 million (2019 – $23.3 million) related primarily to material handling lift trucks.

Changes in significant components of non-cash operating working capital include the following:

Changes in Non-cash Operating Working Capital⁽¹⁾	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Trade and other receivables	$	(0.1)	$	12.3	$	36.2	$	8.3
Contract assets	$	(3.0)	$	(0.8)	$	2.5	$	(0.3)
Inventory	$	32.4	$	(15.3)	$	41.7	$	(61.0)
Deposits on inventory	$	(2.0)	$	(8.7)	$	(8.5)	$	(9.7)
Prepaid expenses	$	(0.4)	$	1.2	$	(0.7)	$	1.7
Accounts payable and accrued liabilities	$	(13.6)	$	(14.1)	$	(53.8)	$	(1.0)
Provisions	$	6.3	$	2.8	$	5.7	$	3.8
Contract liabilities	$	0.1	$	2.3	$	(2.0)	$	4.4
Total Changes in Non-cash Operating Working Capital	$	19.7	$	(20.1)	$	21.1	$	(53.9)

(1)	Increase (decrease) in cash flow.

Significant components of the changes in non-cash operating working capital for the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019 are as follows:

Inventory decreased $32.4 million in the third quarter of 2020 compared to an increase of $15.3 million in the same period of 2019. The decrease in the third quarter of 2020 was due primarily to lower equipment inventory in the construction, power generation and mining categories. The increase in 2019 was due mainly to higher construction and material handling equipment inventory and higher parts inventory.
Accounts payable and accrued liabilities decreased $13.6 million in the third quarter of 2020 compared to a decrease of $14.1 million in the same period of 2019. The decrease in the third quarter of 2020 resulted primarily from reduced inventory purchasing activity as the Corporation continues to manage its working capital. The decrease in 2019 resulted from both lower trade payables and lower accrued liabilities.

Significant components of the changes in non-cash operating working capital for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 are as follows:

Trade and other receivables decreased $36.2 million in 2020 compared to a decrease of $8.3 million in 2019. The decrease in 2020 resulted primarily from lower sales activity. The decrease in 2019 resulted primarily from lower trade receivables mainly due to strong collections and the sale of selected trade accounts receivable in the period compared to the same period in 2018.
Inventory decreased $41.7 million in 2020 compared to an increase of $61.0 million in 2019. The decrease in 2020 was due mainly to lower equipment and parts inventory as the Corporation continues to manage its inventory levels. The increase in 2019 was due mainly to higher new equipment inventory, parts inventory and work-in-process.
Accounts payable and accrued liabilities decreased $53.8 million in 2020 compared to a decrease of $1.0 million in 2019. The decrease in 2020 resulted primarily from reduced inventory purchasing activity.

Investing Activities
During the third quarter of 2020, Wajax invested $1.6 million in property, plant and equipment additions, compared to $1.8 million in the third quarter of 2019. Proceeds on disposal of property, plant and equipment amounted to $6.3 million during the third quarter of 2020, primarily from the sale and leaseback of a property, compared to nil in the third quarter of 2019.

For the nine months ended September 30, 2020, Wajax invested $4.1 million in property, plant and equipment additions, compared to $5.1 million in the same period of 2019. Proceeds on disposal of property, plant and equipment amounted to $6.7 million for the nine months ended September 30, 2020, compared to $0.5 million in the same period of 2019. Intangible assets additions of $1.6 million (2019 – $3.1 million) for the nine months ended September 30, 2020 resulted primarily from software additions relating to the Corporation's new ERP system; implementation of the new ERP system, previously planned for the second quarter of 2020, remains deferred until 2021. For the nine months ended September 30, 2020, Wajax invested $17.9 million (2019 - nil) on the acquisition of NorthPoint, net of cash acquired of $1.4 million.

Financing Activities
The Corporation used $29.7 million of cash in financing activities in the third quarter of 2020 compared to cash generated from financing activities of $7.0 million in the same quarter of 2019. Financing activities in the quarter included a net bank credit facility repayment of $18.6 million (2019 – net borrowing of $17.0 million), dividends paid to shareholders of $5.0 million (2019 – $5.0 million) and payment of lease liabilities of $6.1 million (2019 – $4.9 million).

For the nine months ended September 30, 2020, the Corporation used $59.4 million of cash in financing activities compared to cash generated from financing activities of $37.2 million in the same period of 2019. Financing activities for the nine months ended September 30, 2020 included a net bank credit facility repayment of $27.2 million (2019 – net borrowing of $69.0 million), payment of lease liabilities of $16.7 million (2019 – $16.3 million) and dividends paid to shareholders of $15.0 million (2019 – $15.0 million).

Dividends

Dividends to shareholders were declared and payable to shareholders of record as follows:

Record Date	Payment Date	Per Share		Amount
March 16, 2020	April 2, 2020	$	0.25	$	5.0
June 15, 2020	July 3, 2020	$	0.25	$	5.0
September 15, 2020	October 2, 2020	$	0.25	$	5.0
Nine months ended September 30, 2020		$	0.75	$	15.0

On November 2, 2020, the Corporation declared a dividend of $0.25 per share for the fourth quarter of 2020 payable on January 5, 2021 to shareholders of record on December 15, 2020.

Critical Accounting Estimates

The preparation of the unaudited condensed consolidated interim financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Critical accounting estimates are those that require management to make assumptions about matters that are highly uncertain at the time the estimate or assumption is made. Critical accounting estimates are also those that could potentially have a material impact on the Corporation's financial results were a different estimate or assumption used.

Estimates and underlying assumptions are reviewed on an ongoing basis. These estimates and assumptions are subject to change at any time based on experience and new information. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

On March 11, 2020, the World Health Organization declared the novel coronavirus a global pandemic. With the majority of governments declaring a state of emergency in response to the COVID-19 pandemic, any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 pandemic may materially and adversely affect the Corporation's operations, financial results and condition in future periods are also subject to significant uncertainty. Therefore, uncertainty about judgements, estimates and assumptions made by management during the preparation of the Corporation's unaudited condensed consolidated interim financial statements related to the potential impacts of the COVID-19 outbreak on revenue, expenses, assets, liabilities, and note disclosures could result in a material adjustment to the carrying value of the asset or liability affected.

The key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next fiscal year are as follows:

Allowance for credit losses
The Corporation is exposed to credit risk with respect to its trade and other receivables. However, this is partially mitigated by the Corporation's diversified customer base of over 32,000 customers, with no one customer accounting for more than 10% of the Corporation's annual consolidated sales, which covers many business sectors across Canada. In addition, the Corporation's customer base spans large public companies, small independent contractors, original equipment manufacturers and various levels of government. The Corporation follows a program of credit evaluations of customers and limits the amount of credit extended when deemed necessary. The Corporation maintains an allowance for possible credit losses, and any such losses to date have been within management's expectations. The allowance for credit losses is determined by estimating the lifetime expected credit losses, taking into account the Corporation's past experience of collecting payments as well as observable changes in and forecasts of future economic conditions that correlate with default on receivables. At the point when the Corporation is satisfied that no recovery of the amount owing is possible, the amount is considered not recoverable and the financial asset is written off. The $3.5 million allowance for credit losses at September 30, 2020 increased $1.1 million from $2.4 million at December 31, 2019. As economic conditions change, there is risk that the Corporation could experience a greater number of defaults compared to prior periods which would result in an increased charge to earnings.

Inventory obsolescence
The value of the Corporation's new and used equipment and high value parts are evaluated by management throughout the year, on a unit-by-unit basis. When required, provisions are recorded to ensure that the book value of equipment and parts are valued at the lower of cost or estimated net realizable value. The Corporation performs an aging analysis to identify slow moving or obsolete lower value parts inventory and estimates appropriate obsolescence provisions related thereto. The Corporation takes advantage of supplier programs that allow for the return of eligible parts for credit within specified time periods. The inventory obsolescence impact on earnings for the three months ended September 30, 2020 was a charge of $1.1 million (2019 – charge of $1.1 million) and for the nine months ended September 30, 2020 was a charge of $5.4 million (2019 - charge of $3.3 million). As economic conditions change, there is risk that the Corporation could have an increase in inventory obsolescence compared to prior periods which would result in an increased charge to earnings.

Goodwill and intangible assets
The value in use of goodwill and intangible assets has been estimated using the forecasts prepared by management for the next five years. The key assumptions for the estimate are those regarding revenue growth, EBITDA margin, discount rate and the level of working capital required to support the business. These estimates are based on past experience and management's expectations of future changes in the market and forecasted growth initiatives.

Unanticipated changes in management's assumptions or estimates could materially affect the determination of the fair value of the Corporation and therefore, could reduce or eliminate the excess of fair value over the carrying value of a Corporation and could potentially result in an impairment charge in the future.

The Corporation performs an annual impairment test of its goodwill and intangible assets unless there is an early indication that the assets may be impaired in which case the impairment tests would occur earlier. There was no early indication of impairment for the quarter ended September 30, 2020.

Lease term of contracts with renewal options
The lease term is defined as the non-cancellable term of the lease, including any periods covered by a renewal option to extend the lease if it is reasonably certain that the renewal option will be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that the termination option will not be exercised.

Significant judgement is used when evaluating whether the Corporation is reasonably certain that the lease renewal option will be exercised, including examining any factors that may provide an economic incentive for renewal. In the event of a significant event within the Corporation's control that could affect its ability to exercise the renewal option, the lease term will be reassessed.

Changes in Accounting Policies

No new standards have been adopted in the current period.

Accounting standards and amendments issued but not yet adopted

Amendments to IAS 1, Presentation of Financial Statements (effective January 1, 2023) clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the amendments remove the requirement for a right to defer settlement of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period in order to qualify for non-current classification. Management is currently assessing the impact of adopting these amendments on its financial statements.
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures (effective January 1, 2021) are the IASB's response to the ongoing reform of inter-bank offered rates and other interest rate benchmarks. The amendments are the Phase 2 amendments and complement those issued in 2019 as part of Phase 1 amendments. A company will not have to derecognize the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate. In addition, a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria. And finally, some additional disclosure may be necessary relating to any new risks arising from the reform. Management is currently assessing the impact of adopting these amendments on its financial statements.

Risk Management and Uncertainties

As with most businesses, the Corporation is subject to a number of marketplace and industry related risks and uncertainties which could have a material impact on operating results and the Corporation's ability to pay cash dividends to shareholders. The Corporation attempts to minimize many of these risks through diversification of core businesses and through the geographic diversity of its operations. In addition, the Corporation has adopted an annual enterprise risk management assessment which is prepared by the senior management and overseen by the Board of Directors and committees of the Board of Directors. The enterprise risk management framework sets out principles and tools for identifying, evaluating, prioritizing and managing risk effectively and consistently across the Corporation. 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, 2019 which can be found on SEDAR at www.sedar.com. During the year, the Corporation has identified a new risk factor related to the outbreak of the novel strain of coronavirus, which is further discussed below:

COVID-19
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. COVID-19's impact on global markets has been significant through the year and as the situation continues to evolve, the full magnitude of its effects on the economy and on the Corporation's financial and operational performance is uncertain.

The coronavirus pandemic and the measures implemented to stop the spread of COVID-19 have had a significant effect on the Corporation. The Corporation's focus is to manage the business according to the four objectives outlined in the Strategic Direction and Outlook section of the Corporation's MD&A for the quarter ended September 30, 2020, and to partially offset volume declines with cost reductions while managing customer service levels, working capital and capital spending accordingly.

The Corporation will continue to closely monitor the COVID-19 situation. Should the duration, spread or intensity of the pandemic further develop, the Corporation's supply chain, market pricing and customer demand could be affected. These factors may further impact the Corporation's operating plan, its liquidity and cash flows, and the valuation of its long-lived assets.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

Wajax's management, under the supervision of its Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), is responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR").

As at September 30, 2020, Wajax's management, under the supervision of its CEO and CFO, had designed DC&P to provide reasonable assurance that information required to be disclosed by Wajax in annual filings, interim filings or other reports filed or submitted under applicable securities legislation is recorded, processed, summarized and reported within the time periods specified in such securities legislation. DC&P are designed to ensure that information required to be disclosed by Wajax in annual filings, interim filings or other reports filed or submitted under applicable securities legislation is accumulated and communicated to Wajax's management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

As at September 30, 2020, Wajax's management, under the supervision of its CEO and CFO, had designed ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In completing the design, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 version of Internal Control – Integrated Framework. With regard to general controls over information technology, management also used the set of practices of Control Objectives for Information and related Technology created by the IT Governance Institute. The Corporation has excluded from its evaluation the ICFR of NorthPoint, which was acquired effective January 13, 2020, as discussed in Note 3 of the unaudited condensed consolidated interim financial statements and accompanying notes for the period ended September 30, 2020. The total revenue subject to NorthPoint's ICFR represented 2.7% of the Corporation's consolidated total revenue for the nine months ended September 30, 2020. The total assets subject to NorthPoint's ICFR represented 2.4% of the Corporation's consolidated total assets as at September 30, 2020.

There was no change in Wajax's ICFR that occurred during the three months ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, Wajax's ICFR.

Non-GAAP and Additional GAAP Measures

The MD&A contains certain non-GAAP and additional GAAP measures that do not have a standardized meaning prescribed by GAAP. Therefore, these financial measures may not be comparable to similar measures presented by other issuers. Investors are cautioned that these measures should not be construed as an alternative to net earnings or to cash flow from operating, investing, and financing activities determined in accordance with GAAP as indicators of the Corporation's performance. The Corporation's management believes that:

(i)	these measures are commonly reported and widely used by investors and management;
(ii)	the non-GAAP measures are commonly used as an indicator of a company's cash operating performance, profitability and ability to raise and service debt;
(iii)	the additional GAAP measures are commonly used to assess a company's earnings performance excluding its capital and tax structures; and
(iv)	"Adjusted net earnings" and "Adjusted basic and diluted earnings per share" provide indications of the results by the Corporation's principal business activities prior to recognizing non-recurring costs (recoveries) and non-cash losses (gains) on mark to market of derivative instruments. These adjustments to net earnings and basic and diluted earnings per share allow the Corporation's management to consistently compare periods by removing infrequent charges incurred outside of the Corporation's principal business activities and the impact of fluctuations in interest rates and the Corporation's share price.
(v)	"Adjusted EBITDA" provides an indication of the results by the Corporation's principal business activities prior to recognizing non-recurring costs (recoveries) and non-cash losses (gains) on mark to market of derivative instruments. These adjustments to EBITDA allow the Corporation's management to consistently compare periods by removing infrequent charges incurred outside of the Corporation's principal business activities and the impact of fluctuations in finance costs related to the Corporation's capital structure, tax rates, long-term assets and the Corporation's share price.
(vi)	"Pro-forma adjusted EBITDA" used in calculating the Leverage ratio and Senior secured leverage ratio provides an indication of the results by the Corporation's principal business activities adjusted for the EBITDA of business acquisitions made during the period as if they were made at the beginning of the trailing 12-month period pursuant to the terms of the bank credit facility and the deduction of payments of lease liabilities, and prior to recognizing non-recurring costs (recoveries) and non-cash losses (gains) on mark to market of derivative instruments.

Non-GAAP financial measures are identified and defined below:


Funded net debt	Funded net debt includes bank indebtedness, debentures and total long-term debt, net of cash. Funded net debt is relevant in calculating the Corporation's funded net debt to total capital, which is a non-GAAP measure commonly used as an indicator of a company's ability to raise and service debt.

Debt	Debt is funded net debt plus letters of credit. Debt is relevant in calculating the Corporation's leverage ratio, which is a non-GAAP measure commonly used as an indicator of a company's ability to raise and service debt.

Total capital	Total capital is shareholders' equity plus funded net debt.

EBITDA	Net earnings (loss) before finance costs, income tax expense, depreciation and amortization.

EBITDA margin	Defined as EBITDA divided by revenue, as presented in the condensed consolidated interim statements of earnings.

Adjusted net earnings (loss)	Net earnings (loss) before after-tax restructuring and other related costs (recoveries), (gain) loss recorded on the sale of properties, non-cash losses (gains) on mark to market of derivative instruments, CSC project costs, and NorthPoint transaction costs.

Adjusted basic and diluted earnings (loss) per share	Basic and diluted earnings (loss) per share before after-tax restructuring and other related costs (recoveries), (gain) loss recorded on the sale of properties, non-cash losses (gains) on mark to market of derivative instruments, CSC project costs, and NorthPoint transaction costs.

Adjusted EBITDA	EBITDA before restructuring and other related costs (recoveries), (gain) loss recorded on the sale of properties, non-cash losses (gains) on mark to market of derivative instruments, CSC project costs, and NorthPoint transaction costs.

Adjusted EBITDA margin	Defined as adjusted EBITDA divided by revenue, as presented in the condensed consolidated interim statements of earnings.

Pro-forma adjusted EBITDA	Defined as adjusted EBITDA adjusted for the EBITDA of business acquisitions made during the period as if they were made at the beginning of the trailing 12-month period pursuant to the terms of the bank credit facility and the deduction of payments of lease liabilities.

Leverage ratio	The leverage ratio is defined as debt at the end of a particular quarter divided by trailing 12-month pro-forma adjusted EBITDA. The Corporation's objective is to maintain this ratio between 1.5 times and 2.0 times.

Senior secured leverage ratio	The senior secured leverage ratio is defined as debt excluding debentures at the end of a particular quarter divided by trailing 12-month pro-forma adjusted EBITDA.

Funded net debt to total capital	Defined as funded net debt divided by total capital. Total capital is the funded net debt plus shareholder's equity.

Backlog	Backlog is a management measure which includes the total sales value of customer purchase commitments for future delivery or commissioning of equipment, parts and related services. This differs from the remaining performance obligations as defined by IFRS 15 Revenue from Contracts with Customers.

Additional GAAP measures are identified and defined below:

Earnings (loss) before finance costs and income taxes (EBIT)	Earnings (loss) before finance costs and income taxes, as presented in the condensed consolidated interim statements of earnings.

EBIT margin	Defined as EBIT divided by revenue, as presented in the condensed consolidated interim statements of earnings.

Earnings (loss) before income taxes (EBT)	Earnings (loss) before income taxes, as presented in the condensed consolidated interim statements of earnings.

Working capital	Defined as current assets less current liabilities, as presented in the condensed consolidated interim statements of financial position.

Other working capital amounts	Defined as working capital less trade and other receivables and inventory plus accounts payable and accrued liabilities, as presented in the condensed consolidated interim statements of financial position.

Reconciliation of the Corporation's net earnings to adjusted net earnings and adjusted basic and diluted earnings per share is as follows:

	Three months ended				Nine months ended
	September 30				September 30
	2020		2019		2020		2019
Net earnings	$	6.7	$	7.6	$	20.9	$	27.3
Restructuring and other related costs, after-tax	$	5.6	$	2.9	$	5.7	$	3.9
Gain recorded on the sale of properties, after-tax	$	(1.2)	$	—	$	(1.2)	$	—
Non-cash (gains) losses on mark to market of derivative instruments, after-tax	$	(1.0)	$	(0.2)	$	(0.2)	$	(0.4)
NorthPoint transaction costs, after-tax	$	—	$	—	$	0.2	$	—
CSC project costs, after-tax	$	—	$	—	$	—	$	0.8
Adjusted net earnings	$	10.1	$	10.3	$	25.5	$	31.7
Adjusted basic earnings per share⁽¹⁾⁽²⁾	$	0.50	$	0.52	$	1.27	$	1.59
Adjusted diluted earnings per share⁽¹⁾⁽²⁾	$	0.49	$	0.51	$	1.24	$	1.55

(1)	At September 30, 2020, the numbers of basic and diluted shares outstanding were 20,033,619 and 20,513,331, respectively for the three months ended and 20,027,910 and 20,459,861, respectively for the nine months ended.
(2)	At September 30, 2019, the numbers of basic and diluted shares outstanding were 20,003,554 and 20,409,514, respectively for the three months ended and 19,995,004 and 20,398,075, respectively for the nine months ended.

Reconciliation of the Corporation's net earnings to EBT, EBIT, EBITDA, Adjusted EBITDA and Pro-forma adjusted EBITDA is as follows:

	Three months ended				Nine months ended				Twelve months ended
	September 30 2020		September 30 2019		September 30 2020		September 30 2019		September 30 2020		June 30 2020		December 31 2019
Net earnings	$	6.7	$	7.6	$	20.9	$	27.3	$	33.1	$	34.0	$	39.5
Income tax expense	$	2.5	$	2.9	$	7.9	$	10.5	$	11.7	$	12.1	$	14.3
EBT	$	9.2	$	10.4	$	28.8	$	37.8	$	44.8	$	46.1	$	53.8
Finance costs	$	5.1	$	5.2	$	16.9	$	14.3	$	22.3	$	22.4	$	19.7
EBIT	$	14.3	$	15.6	$	45.7	$	52.1	$	67.1	$	68.4	$	73.5
Depreciation and amortization	$	13.2	$	13.4	$	38.9	$	40.2	$	51.4	$	51.7	$	52.8
EBITDA	$	27.5	$	29.1	$	84.6	$	92.3	$	118.6	$	120.1	$	126.3
Restructuring and other related costs⁽¹⁾	$	7.7	$	4.1	$	7.8	$	5.4	$	8.0	$	4.3	$	5.6
Gain recorded on the sale of properties	$	(1.4)	$	—	$	(1.4)	$	—	$	(3.7)	$	(2.3)	$	(2.3)
Non-cash (gains) losses on mark to market of derivative instruments⁽²⁾	$	(1.4)	$	(0.2)	$	(0.2)	$	(0.5)	$	(0.2)	$	1.0	$	(0.5)
NorthPoint transaction costs⁽³⁾	$	—	$	—	$	0.2	$	—	$	0.2	$	0.2	$	—
CSC project costs⁽⁴⁾	$	—	$	—	$	—	$	1.2	$	0.1	$	0.2	$	1.2
Adjusted EBITDA	$	32.4	$	32.9	$	91.0	$	98.4	$	123.0	$	123.6	$	130.3
NorthPoint acquisition pro-forma EBITDA⁽⁵⁾	$	—	$	—	$	—	$	—	$	0.2	$	0.4	$	—
Payment of lease liabilities⁽⁶⁾	$	(6.1)	$	(4.9)	$	(16.7)	$	(16.3)	$	(22.4)	$	(21.2)	$	(22.0)
Pro-forma adjusted EBITDA	$	26.3	$	28.0	$	74.3	$	82.0	$	100.8	$	102.7	$	108.4

(1)	For 2020, restructuring and other related costs consists primarily of costs relating to workforce reductions in response to the economic conditions created by COVID-19 and related sales volume impacts.
	For 2019, restructuring and other related costs includes costs relating to the Finance Reorganization Plan and the Management Realignment. The Finance Reorganization Plan commenced in the first quarter of 2018 and consists of severance, project management and interim duplicate labour costs as the Corporation redesigns its finance function. The Management Realignment commenced in the third quarter of 2019 and consists primarily of severance costs as the Corporation simplifies its regional management structure, strengthens the partnership between sales and product support, and integrates the Corporation's legacy ERS business with Delom.
(2)	Non-cash losses (gains) on mark to market of non-hedged derivative instruments.
(3)	In 2020, the Corporation incurred transaction costs in order to acquire NorthPoint. These costs were primarily for advisory services.
(4)	In 2019, the Corporation incurred professional fees relating to the CSC project.
(5)	Pro-forma EBITDA for NorthPoint for pre-acquisition periods, to adjust for the EBITDA of business acquisitions made during the period as if they were made at the beginning of the trailing 12-month period pursuant to the terms of the bank credit facility.
(6)	Effective with the reporting period beginning on January 1, 2019 and the adoption of IFRS 16, the Corporation amended the definition of Funded net debt to exclude lease liabilities not considered part of debt. As a result, the corresponding lease costs must also be deducted from EBITDA for the purpose of calculating the leverage ratio.

Calculation of the Corporation's funded net debt, debt, leverage ratio and senior secured leverage ratio is as follows:

	September 30 2020		June 30 2020		December 31 2019
Bank indebtedness (cash)	$	1.6	$	11.5	$	(3.2)
Debentures	$	54.5	$	54.4	$	54.1
Long-term debt	$	198.6	$	217.1	$	225.6
Funded net debt	$	254.8	$	283.0	$	276.5
Letters of credit	$	6.4	$	6.5	$	5.5
Debt	$	261.2	$	289.5	$	282.0
Pro-forma adjusted EBITDA⁽¹⁾	$	100.8	$	102.7	$	108.4
Leverage ratio⁽²⁾	2.59		2.82		2.60
Senior secured leverage ratio⁽³⁾	2.05		2.29		2.10

(1)	For the twelve months ended September 30, 2020, June 30, 2020 and December 31, 2019.
(2)	Calculation uses debt divided by the trailing four-quarter Pro-forma adjusted EBITDA. This leverage ratio is calculated for purposes of monitoring the Corporation's objective target leverage ratio of between 1.5 times and 2.0 times, and is different from the leverage ratio calculated under the Corporation's bank credit facility agreement.
(3)	Calculation uses debt excluding debentures divided by the trailing four-quarter Pro-forma adjusted EBITDA. While the calculation contains some differences from the leverage ratio calculated under the Corporation's bank credit facility agreement, the resulting leverage ratio under the bank credit facility agreement is not significantly different. See the Liquidity and Capital Resources section.

Cautionary Statement Regarding Forward-Looking Information

This MD&A contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "anticipates", "intends", "predicts", "expects", "is expected", "scheduled", "believes", "estimates", "projects" or "forecasts", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors beyond the Corporation's ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward-looking statements. There can be no assurance that any forward-looking statement will materialize. Accordingly, readers should not place undue reliance on forward looking statements. The forward-looking statements in this MD&A are made as of the date of this MD&A, reflect management's current beliefs and are based on information currently available to management. Although management believes that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this MD&A includes forward looking statements regarding, among other things, the main elements of our One Wajax strategy, including our focus on executing clear plans in five important areas: investments in our team, investments in our customers, our organic growth strategy, our acquisition strategy and investments in our infrastructure; our expectation that revenue in the fourth quarter of 2020 will be lower year-over-year; our focus and key objectives in managing our business through the COVID-19 pandemic, as well as weak resource markets in western Canada; our intention to partially offset volume declines with cost reductions, while managing customer service levels, working capital and capital spending accordingly; our expectation that the Corporation's current sources of liquidity will be sufficient while we prepare to return to growing the business as conditions improve; our intention to manage owned and consignment equipment inventory levels based on the expectation that current market conditions will persist for the balance of 2020; our expectation that our capital investment will remain at a minimum level; our expectation that the proceeds of our real estate monetization program will be used for debt reduction; our belief that we will not incur additional costs relating to the Finance Reorganization Plan; our objective of managing our working capital and normal-course capital investments programs within a leverage ratio range of 1.5 - 2.0 times and to fund those programs through operating cash flow and our bank credit facilities as required; our expectation that the impact of changes in interest rates (in particular, related to unhedged variable rate debt), will not have a material impact on our results of operations or financial condition over the long term; the adequacy of our debt capacity and sufficiency of our debt facilities; our intention and ability to access debt and equity markets or reduce dividends should additional capital be required, including the potential that we may access equity or debt markets to fund significant acquisitions, growth related capital and capital expenditures; and our financing, working and maintenance capital requirements, as well as our capital structure and leverage ratio. These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, our ability to successfully manage our business through the COVID-19 pandemic and actions taken by governments, public authorities and customers in response to the novel coronavirus; general business and economic conditions; the supply and demand for, and the level and volatility of prices for, oil, natural gas and other commodities; financial market conditions, including interest rates; our ability to execute our updated Strategic Plan, including our ability to develop our core capabilities, execute our organic growth priorities, complete and effectively integrate acquisitions, such as Delom and NorthPoint, and to successfully implement new information technology platforms, systems and software; the future financial performance of the Corporation; our costs; market competition; our ability to attract and retain skilled staff; our ability to procure quality products and inventory; and our ongoing relations with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive. Factors that may cause actual results to vary materially include, but are not limited to, the geographic spread and ultimate impact of the COVID-19 virus and the duration of the coronavirus pandemic; the duration of travel, business and other restrictions imposed by governments and public authorities in response to COVID-19, as well as other measures that may be taken by such authorities; actions taken by our customers in relation to the COVID-19 pandemic, including slowing, reducing or halting operations; a continued or prolonged deterioration in general business and economic conditions (including as a result of the COVID-19 pandemic); volatility in the supply and demand for, and the level of prices for, oil, natural gas and other commodities; a continued or prolonged decrease in the price of oil or natural gas; fluctuations in financial market conditions, including interest rates; the level of demand for, and prices of, the products and services we offer; levels of customer confidence and spending; market acceptance of the products we offer; termination of distribution or original equipment manufacturer agreements; unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, our inability to reduce costs in response to slow-downs in market activity, unavailability of quality products or inventory, supply disruptions (including disruptions caused by the COVID-19 pandemic), job action and unanticipated events related to health, safety and environmental matters); our ability to attract and retain skilled staff and our ability to maintain our relationships with suppliers, employees and customers. The foregoing list of factors is not exhaustive. Further information concerning the risks and uncertainties associated with these forward-looking statements and the Corporation's business may be found in this MD&A under the heading "Risk Management and Uncertainties" and in our Annual Information Form for the year ended December 31, 2019 (the "AIF"), and in our annual MD&A for financial risks, each of which have been filed on SEDAR. The forward-looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

Readers are cautioned that the risks described in the AIF, and in our annual MD&A, are not the only risks that could impact the Corporation. We cannot accurately predict the full impact that COVID-19 will have on our business, results of operations, financial condition or the demand for our products and services due to the uncertainties related to the spread of the virus. Risks and uncertainties not currently known to the Corporation, or currently deemed to be immaterial, may have a material effect on the Corporation's business, financial condition or results of operations.

Additional information, including Wajax's Annual Report, are available on SEDAR at www.sedar.com.

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
FINANCIAL POSITION

As at (unaudited, in thousands of Canadian dollars)	Note	September 30, 2020		December 31, 2019
ASSETS
CURRENT
Cash		$	—	$	3,180
Trade and other receivables	5	209,919		238,194
Contract assets	6	23,259		23,318
Inventory	7	389,954		414,928
Deposits on inventory	7	45,983		37,513
Lease receivables - current		513		617
Income taxes receivable		—		3,166
Prepaid expenses		7,126		6,110
Derivative financial assets - current	15	659		484
		677,413		727,510
NON-CURRENT
Rental equipment	8	62,007		77,020
Property, plant and equipment	8	42,332		42,139
Right-of-use assets	9	133,125		117,091
Lease receivables		4,212		1,714
Goodwill and intangible assets		88,122		79,572
Derivative financial assets	15	16		48
		329,814		317,584
Total assets		$	1,007,227	$	1,045,094
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness		$	1,642	$	—
Accounts payable and accrued liabilities	10	235,106		282,611
Provisions - current	11	10,709		5,045
Contract liabilities	6	5,321		7,230
Dividends payable	16	5,008		5,003
Income taxes payable		808		—
Lease liabilities - current	12	23,586		20,706
Derivative financial liabilities - current	15	3,198		2,849
		285,378		323,444
NON-CURRENT
Provisions	11	216		216
Deferred tax liabilities		1,459		3,787
Employee benefits		9,278		9,144
Derivative financial liabilities	15	9,830		4,190
Other liabilities		1,384		1,386
Lease liabilities	12	127,474		106,424
Debentures	13	54,494		54,115
Long-term debt	14	198,624		225,573
		402,759		404,835
Total liabilities		688,137		728,279
SHAREHOLDERS' EQUITY
Share capital	16	181,274		181,075
Contributed surplus		7,620		7,165
Retained earnings		137,595		130,961
Accumulated other comprehensive loss		(7,399)		(2,386)
Total shareholders' equity		319,090		316,815
Total liabilities and shareholders' equity		$	1,007,227	$	1,045,094

Subsequent events (Note 25)

See accompanying notes to unaudited condensed consolidated interim financial statements.

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
EARNINGS

		Three months ended September 30				Nine months ended September 30
(unaudited, in thousands of Canadian dollars, except per share data)	Note	2020		2019		2020		2019

Revenue	18	$	340,620	$	365,128	$	1,041,629	$	1,149,109
Cost of sales		276,676		295,929		848,794		928,426
Gross profit		63,944		69,199		192,835		220,683
Selling and administrative expenses		41,934		49,521		139,290		163,166
Restructuring and other related costs	11,19	7,687		4,062		7,799		5,426
Earnings before finance costs and income taxes		14,323		15,616		45,746		52,091
Finance costs	20	5,138		5,171		16,907		14,300
Earnings before income taxes		9,185		10,445		28,839		37,791
Income tax expense	21	2,514		2,892		7,902		10,468
Net earnings		$	6,671	$	7,553	$	20,937	$	27,323

Basic earnings per share	16	$	0.33	$	0.38	$	1.05	$	1.37
Diluted earnings per share	16	0.33		0.37		1.02		1.34

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
COMPREHENSIVE INCOME

	Three months ended September 30				Nine months ended September 30
(unaudited, in thousands of Canadian dollars)	2020		2019		2020		2019
Net earnings	$	6,671	$	7,553	$	20,937	$	27,323
Items that may be subsequently reclassified to earnings
(Gains) losses on derivative instruments designated as cash flow hedges in prior periods reclassified to net earnings during the period, net of tax expense of $71 (2019 - recovery of $114) and year to date, net of tax expense of $299 (2019 - recovery of $122)	(194)		310		(813)		331

(Losses) gains on derivative instruments outstanding at the end of the period designated as cash flow hedges, net of tax recovery of $40 (2019 - expense of $124) and year to date, net of tax recovery of $1,545 (2019 - recovery of $697)	(110)		338		(4,200)		(1,893)
Other comprehensive (loss) income, net of tax	(304)		648		(5,013)		(1,562)
Total comprehensive income	$	6,367	$	8,201	$	15,924	$	25,761

See accompanying notes to unaudited condensed consolidated interim financial statements.

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY

								Accumulated other comprehensive loss
For the nine months ended September 30, 2020 (unaudited, in thousands of Canadian dollars)	Note	Share capital		Contributed surplus		Retained earnings		Cash flow hedges		Total

December 31, 2019		$	181,075	$	7,165	$	130,961	$	(2,386)	$	316,815
Net earnings		—		—		20,937		—		20,937
Other comprehensive loss		—		—		—		(5,013)		(5,013)
Total comprehensive income (loss)		—		—		20,937		(5,013)		15,924
Shares released from trust to settle share-based compensation plans	16	199		(1,264)		721		—		(344)
Share-based compensation expense	17	—		1,719		—		—		1,719
Dividends declared	16	—		—		(15,024)		—		(15,024)
September 30, 2020		$	181,274	$	7,620	$	137,595	$	(7,399)	$	319,090

See accompanying notes to unaudited condensed consolidated interim financial statements.

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY

								Accumulated other comprehensive loss
For the nine months ended September 30, 2019 (unaudited, in thousands of Canadian dollars)	Note	Share capital		Contributed surplus		Retained earnings		Cash flow hedges		Total

December 31, 2018		$	180,369	$	7,360	$	110,842	$	(1,601)	$	296,970
Net earnings		—		—		27,323		—		27,323
Other comprehensive loss		—		—		—		(1,562)		(1,562)
Total comprehensive income (loss)		—		—		27,323		(1,562)		25,761
Shares issued to settle share-based compensation plans	16	487		(487)		—		—		—
Shares released from trust to settle share-based compensation plans	16	176		(1,215)		607		—		(432)
Share-based compensation expense	17	—		1,246		—		—		1,246
Dividends declared	16	—		—		(15,003)		—		(15,003)
September 30, 2019		$	181,032	$	6,904	$	123,769	$	(3,163)	$	308,542

See accompanying notes to unaudited condensed consolidated interim financial statements.

WAJAX CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
CASH FLOWS

		Three months ended September 30				Nine months ended September 30
(unaudited, in thousands of Canadian dollars)	Note	2020		2019		2020		2019
OPERATING ACTIVITIES
Net earnings		$	6,671	$	7,553	$	20,937	$	27,323
Items not affecting cash flow:
Depreciation and amortization:
Rental equipment	8	4,415		5,091		14,357		15,442
Property, plant and equipment	8	1,879		1,715		5,650		5,159
Right-of-use assets	9	6,483		5,824		17,559		17,127
Intangible assets		431		814		1,334		2,489
Gain on disposal of property, plant and equipment	8	(1,650)		(8)		(1,865)		(111)
Share-based compensation expense	17	1,527		477		2,702		2,919
Non-cash income from finance leases		156		—		(320)		—
Employee benefits expense, net of payments		(106)		78		134		235
(Gain) loss on derivative financial instruments	15	(1,586)		(241)		899		(369)
Finance costs	20	5,138		5,171		16,907		14,300
Income tax expense	21	2,514		2,892		7,902		10,468
		25,872		29,366		86,196		94,982
Changes in non-cash operating working capital	22	19,697		(20,141)		21,148		(53,851)
Rental equipment additions	8	(3,585)		(7,787)		(14,846)		(23,345)
Other non-current liabilities		(36)		(18)		(227)		(1,362)
Cash paid on settlement of total return swaps	15	—		—		(1,396)		(1,479)
Finance costs paid on debts		(4,333)		(2,942)		(9,423)		(9,319)
Finance costs paid on lease liabilities	12, 20	(1,906)		(1,589)		(6,213)		(3,990)
Interest collected on lease receivables		51		—		109		—
Income taxes paid		(927)		(6,177)		(4,599)		(27,645)
Cash generated from (used in) operating activities		34,833		(9,288)		70,749		(26,009)

INVESTING ACTIVITIES
Property, plant and equipment additions	8	(1,577)		(1,785)		(4,070)		(5,076)
Proceeds on disposal of property, plant and equipment		6,273		44		6,709		458
Intangible assets additions		(244)		(1,044)		(1,646)		(3,108)
Collection of lease receivables		293		—		727		—
Acquisition of business (net of cash acquired)	4	—		—		(17,931)		—
Cash generated from (used in) investing activities		4,745		(2,785)		(16,211)		(7,726)

FINANCING ACTIVITIES
Net (decrease) increase in bank debt	14	(18,596)		16,970		(27,232)		68,970
Transaction costs on debts	13	—		—		(37)		—
Payment of lease liabilities	12	(6,070)		(4,922)		(16,727)		(16,326)
Payment of tax withholding for share-based compensation		—		—		(345)		(432)
Dividends paid		(5,008)		(5,001)		(15,019)		(14,991)
Cash (used in) generated from financing activities		(29,674)		7,047		(59,360)		37,221
Change in cash and bank indebtedness		9,904		(5,026)		(4,822)		3,486
(Bank indebtedness) cash - beginning of period		(11,546)		4,580		3,180		(3,932)
Bank indebtedness - end of period		$	(1,642)	$	(446)	$	(1,642)	$	(446)

See accompanying notes to unaudited condensed consolidated interim financial statements.

WAJAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

September 30, 2020
(unaudited, amounts in thousands of Canadian dollars, except share and per share data)

1. COMPANY PROFILE

Wajax Corporation (the "Corporation") is incorporated in Canada. The address of the Corporation's registered head office is 2250 Argentia Road, Mississauga, Ontario, Canada. The Corporation operates an integrated distribution system, providing sales, parts and services to a broad range of customers in diversified sectors of the Canadian economy, including: construction, forestry, mining, industrial and commercial, oil sands, transportation, metal processing, government and utilities, and oil and gas.

2. BASIS OF PREPARATION

Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting and do not include all of the disclosures required for annual consolidated financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Corporation for the year ended December 31, 2019. The significant accounting policies follow those disclosed in the most recently reported audited consolidated financial statements.

These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 2, 2020.

3. CHANGE IN ACCOUNTING POLICIES

During the interim period, the Corporation did not adopt any new accounting standards or amendments that had an impact on the Corporation's unaudited condensed consolidated interim financial statements.

Accounting standards and amendments issued but not yet adopted

Amendments to IAS 1, Presentation of Financial Statements (effective January 1, 2023) clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the amendments remove the requirement for a right to defer settlement of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period in order to qualify for non-current classification. Management is currently assessing the impact of adopting these amendments on its financial statements.
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures (effective January 1, 2021) are the IASB's response to the ongoing reform of inter-bank offered rates and other interest rate benchmarks. The amendments are the Phase 2 amendments and complement those issued in 2019 as part of Phase 1 amendments. A company will not have to derecognize the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate. In addition, a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria. And finally, some additional disclosure may be necessary relating to any new risks arising from the reform. Management is currently assessing the impact of adopting these amendments on its financial statements.

4. ACQUISITION OF BUSINESS

NorthPoint Technical Services ULC ("NorthPoint")
On January 13, 2020, the Corporation acquired all of the issued and outstanding shares of Calgary, Alberta-based NorthPoint. The aggregate purchase price for the shares was $19,369 cash. NorthPoint was formed in 2018 as a national electro-mechanical services provider and specializes in the repair of rotating industrial equipment. NorthPoint revenues of $28,024 and net earnings of $934 were included in the condensed consolidated interim statements of earnings from the date of acquisition.

Final valuations of certain items, including goodwill and intangibles, are not yet complete due to the inherent complexity associated with valuations and the timing of the acquisition. Therefore, the purchase price allocation is preliminary and subject to adjustment on completion of the valuation process.

Recognized amounts of identifiable assets acquired and liabilities assumed for the acquisition are as follows:

Cash	$	1,438
Trade and other receivables	8,236
Contract assets	2,471
Inventory	1,207
Prepaid expenses	337
Property, plant and equipment	3,409
Right-of-use assets	12,926
Accounts payable and accrued liabilities	(5,340)
Contract liabilities	(116)
Income taxes payable	(68)
Lease liabilities - current	(1,680)
Deferred tax liabilities	(119)
Lease liabilities - non-current	(11,570)
Tangible net assets acquired	$	11,131
Goodwill	8,238
Total Purchase Price	$	19,369

Net cash outflow for the acquisition was $17,931, as $1,438 of cash was acquired as part of NorthPoint's net assets.

Trade and other receivables represents gross contractual amounts receivable of $8,294 less management's best estimate of the allowance for credit losses of $58.

Goodwill arises principally from the ability to leverage the assembled workforce, industry knowledge, future growth and the potential to realize synergies in the form of cost savings. The goodwill recorded on the acquisition of NorthPoint is not deductible for income tax purposes.

NorthPoint transaction costs, primarily for advisory services, were approximately $241 and were included in selling and administrative expenses for the year to date.

5. TRADE AND OTHER RECEIVABLES

The Corporation's trade and other receivables consist of trade accounts receivable from customers and other accounts receivable, generally from suppliers for warranty and rebates. Trade and other receivables are comprised of the following:

	September 30, 2020		December 31, 2019
Trade accounts receivable	$	188,687	$	213,686
Less: allowance for credit losses	(3,473)		(2,371)
Net trade accounts receivable	185,214		211,315
Other receivables	24,705		26,879
Total trade and other receivables	$	209,919	$	238,194

6. CONTRACT ASSETS AND LIABILITIES

The following table provides information about contract assets and contract liabilities from contracts with customers:

	September 30, 2020		December 31, 2019
Contract assets	$	23,259	$	23,318
Contract liabilities	$	5,321	$	7,230

The contract assets primarily relate to the Corporation's rights to consideration for work completed but not billed at the reporting date on product support and Engineered Repair Services ("ERS") revenue. The contract assets are transferred to receivables when billed upon completion of significant milestones. The contract liabilities primarily relate to the advance consideration received from customers on equipment sales, industrial parts, and ERS revenue, for which revenue is recognized when control transfers to the customer.

7. INVENTORY

The Corporation's inventory balances consisted of the following:

	September 30, 2020		December 31, 2019
Equipment	$	243,661	$	256,058
Parts	129,094		138,210
Work-in-process	17,199		20,660
Total inventory	$	389,954	$	414,928

All amounts shown are net of obsolescence reserves of $28,294 (December 31, 2019 - $26,263).

As at September 30, 2020, the Corporation has included $47,913 (December 31, 2019 - $54,022) in equipment inventory related to short-term rental contracts that are expected to convert to equipment sales within a six to twelve month period.

Substantially all of the Corporation's inventory is pledged as security for the bank credit facility.

Deposits on inventory in the condensed consolidated interim statements of financial position, amounting to $45,983 as at September 30, 2020 (December 31, 2019 - $37,513), represents deposits and other required periodic payments on equipment held on consignment. These payments reduce the collateral value of the equipment and therefore the ultimate amount owing to the supplier upon eventual purchase. Upon sale of the equipment to a customer, the Corporation is required to purchase the equipment in full from the supplier.

8. PROPERTY, PLANT AND EQUIPMENT & RENTAL EQUIPMENT

The Corporation's property, plant and equipment balance at September 30, 2020 is $42,332 (December 31, 2019 - $42,139). The Corporation acquired property, plant and equipment with a cost of $1,577 during the quarter (2019 - $1,785) and $4,070 year to date (2019 - $5,076), net of property, plant and equipment acquired through business acquisitions of $3,409 year to date (2019 - nil). Assets with a carrying amount of $2,050 during the quarter (2019 - $36) and $2,271 year to date (2019 - $347) were disposed of, resulting in a gain on disposal of $1,650 during the quarter (2019 - gain of $8) and a gain on disposal of $1,865 year to date (2019 - gain of $111). The Corporation recognized depreciation of property, plant and equipment of $1,879 during the quarter (2019 - $1,715) and $5,650 year to date (2019 - $5,159). See Note 9 for details on sale and leaseback transactions.

The Corporation's rental equipment balance at September 30, 2020 is $62,007 (December 31, 2019 - $77,020). The Corporation acquired rental equipment with a cost of $3,585 during the quarter (2019 - $7,787) and $14,846 year to date (2019 - $23,345). Rental equipment with a carrying amount of $2,729 during the quarter (2019 - $3,581) and $15,502 year to date (2019 - $8,177) was disposed of. The Corporation recognized depreciation of rental equipment of $4,415 during the quarter (2019 - $5,091) and $14,357 year to date (2019 - $15,442).

9. RIGHT-OF-USE ASSETS

The Corporation's right-of-use assets balance at September 30, 2020 is $133,125 (December 31, 2019 - $117,091). The Corporation recognized net right-of-use assets additions of $13,014 during the quarter (2019 - $1,845) and $21,302 year to date (2019 - $33,979). In addition, the Corporation acquired right-of-use assets through business acquisitions of $12,926 year to date (2019 - nil).

The Corporation recognized depreciation of right-of-use assets during the quarter of $6,483 (2019 - $5,824) and $17,559 year to date (2019 - $17,127).

During the quarter, the Corporation entered into a sale and leaseback transaction for one of its owned properties. The proceeds net of transaction costs on the sale of the property was $5,238 and the carrying amount was $1,210, resulting in a total gain on the sale of the property of $4,028, of which $1,455 has been recognized in the condensed consolidated interim statements of earnings and the remaining $2,573 deferred as a reduction of the right-of-use asset. The Corporation also recorded a lease liability of $3,346 and a right-of-use asset of $773 related to this sale and lease back transaction. The term of the lease is 10 years.

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are comprised of the following:

	September 30, 2020		December 31, 2019
Trade payables	$	148,412	$	174,770
Deferred rental income	944		1,078
Supplier payables with extended terms	25,972		41,310
Payroll, bonuses and incentives	24,406		21,869
Accrued liabilities	35,372		43,584
Accounts payable and accrued liabilities	$	235,106	$	282,611

Supplier payables with extended terms relate to equipment purchases from suppliers with payment terms ranging anywhere from approximately 60 days to 8 months.

11. PROVISIONS AND CONTINGENCIES

	Restructuring		Warranties		Other		Total
Provisions, June 30, 2020	$	1,644	$	1,107	$	1,847	$	4,598
Charge for the period	7,687		2,679		715		11,081
Utilized in the period	(1,652)		(2,571)		(531)		(4,754)
Provisions, September 30, 2020	$	7,679	$	1,215	$	2,031	$	10,925

Provisions, December 31, 2019	$	3,646	$	773	$	842	$	5,261
Charge for the period	7,799		7,676		2,373		17,848
Utilized in the period	(3,766)		(7,234)		(1,184)		(12,184)
Provisions, September 30, 2020	$	7,679	$	1,215	$	2,031	$	10,925

Current	$	7,679	$	1,215	$	1,815	$	10,709
Non-current	—		—		216		216
Total	$	7,679	$	1,215	$	2,031	$	10,925

See Note 19 for details on the restructuring charge recognized in the third quarter of 2020.

Contingencies
In the ordinary course of business, the Corporation is contingently liable for various amounts that could arise from litigation, environmental matters or other sources. The Corporation does not expect the resolution of these matters to have a materially adverse effect on its financial position or results of operations. Provisions have been made in these unaudited condensed consolidated interim financial statements when the liability is expected to result in an outflow of economic resources, and where the obligation can be reliably measured.

12. LEASE LIABILITIES & LEASE RECEIVABLES

Lessee
The Corporation leases properties for its branch network, certain vehicles, machinery and IT equipment. The lease liabilities are measured at the present value of the remaining lease payments discounted using the implicit interest rate in the lease or, if that rate is not readily determinable, the Corporation's incremental borrowing rate.

The change in lease liabilities is as follows:

		Three months ended September 30				Nine months ended September 30
	Note	2020		2019		2020		2019
Balance at beginning of period		$	140,143	$	116,623	$	127,130	$	13,749
Changes from operating cash flows
Finance costs paid on lease liabilities		(1,906)		(1,589)		(6,213)		(3,990)
Changes from financing cash flows
Payment of lease liabilities		(6,070)		(4,922)		(16,727)		(16,326)
Other changes
Lease liabilities recognized on January 1, 2019 per IFRS 16, Leases		—		—		—		82,544
Acquisition of business	4	—		—		13,250		—
Interest expense	20	1,906		1,589		6,213		3,990
New leases, net of disposals		16,987		1,801		27,407		33,535
Balance at end of period		$	151,060	$	113,502	$	151,060	$	113,502
Current		$	23,586	$	19,661	$	23,586	$	19,661
Non-Current		$	127,474	$	93,841	$	127,474	$	93,841

Not included in the balance of lease liabilities are short-term leases, leases of low-value assets and variable lease payments not linked to an index. Variable lease payments, lease payments associated with short-term leases and leases of low-value assets are expensed as incurred in the condensed consolidated interim statements of earnings.

Lessor
When the Corporation acts as lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Corporation makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Corporation considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

Operating leases
The Corporation rents equipment to customers under rental agreements with terms of up to 5 years. The rentals have been assessed and classified as operating leases. The rentals may be cancelled subject to a cancellation fee.

Finance leases
The Corporation subleases certain equipment to customers. The Corporation assessed and classified its subleases as finance leases, and therefore derecognizes the right-of-use assets relating to the respective head leases being sublet, recognizes lease receivables equal to the net investment in the subleases, and retains the previously recognized lease liabilities in its capacity as lessee.

13. DEBENTURES

Senior Unsecured Debentures - 6%, due January 15, 2025
In December 2019, the Corporation issued $57,000 in unsecured subordinated debentures with a term of five years due January 15, 2025. These debentures bear a fixed interest rate of 6.00% per annum, payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2020.

The debentures will not be redeemable before January 15, 2023, except upon the occurrence of a change of control of the Corporation in accordance with the terms of the indenture governing the debentures. On or after January 15, 2023, but prior to January 15, 2024, the debentures are redeemable, in whole at any time or in part from time to time at the option of the Corporation at a price equal to 103% of the principal amount redeemed plus accrued and unpaid interest. On or after January 15, 2024, but prior to the maturity date of January 15, 2025, the debentures are redeemable at a price equal to their principal amount plus accrued and unpaid interest.

On redemption or at maturity on January 15, 2025, the Corporation has the option to repay the debentures in either cash or freely tradable voting shares of the Corporation.

Movements in the debentures balance are as follows:

For the period ending September 30, 2020	Three months ended		Nine months ended
Balance at beginning of period	$	54,356	$	54,115
Transaction costs related to issuance	—		(37)
Amortization of deferred financing costs	138		416
Balance at end of period	$	54,494	$	54,494

Finance costs on the debentures were $1,015 during the quarter and $2,994 year to date.

14. LONG-TERM DEBT

Borrowing capacity under the bank credit facility is dependent upon the level of the Corporation's inventory on hand and the outstanding trade accounts receivable. In addition, the bank credit facility contains customary restrictive covenants including limitations on the declaration of cash dividends and an interest coverage maintenance ratio, all of which were met as at September 30, 2020.

The following balances were outstanding:

	September 30, 2020		December 31, 2019
Bank credit facility
Non-revolving term portion	$	50,000	$	50,000
Revolving term portion	150,130		177,362
	$	200,130	$	227,362
Deferred financing costs, net of accumulated amortization	(1,506)		(1,789)
Total long-term debt	$	198,624	$	225,573

The Corporation had $6,426 (December 31, 2019 - $5,489) letters of credit outstanding at the end of the period. Finance costs on long-term debt amounted to $2,268 for the quarter (2019 - $3,582) and $7,809 year to date (2019 - $10,310). Movements in the long-term debt balance are as follows:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Balance at beginning of period	$	217,125	$	270,314	$	225,573	$	218,116
Changes from financing cash flows
Net (repayments) proceeds of borrowings	(18,596)		16,970		(27,232)		68,970
Other changes
Amortization of deferred financing costs	95		101		283		299
Balance at end of period	$	198,624	$	287,385	$	198,624	$	287,385

15. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Corporation uses the following fair value hierarchy for determining and disclosing the fair value of financial instruments:

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3 - techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Corporation categorizes its financial instruments as follows:

	September 30, 2020		December 31, 2019

Financial assets (liabilities) measured at amortized cost:
(Bank indebtedness) cash	$	(1,642)	$	3,180
Trade and other receivables	209,919		238,194
Contract assets	23,259		23,318
Lease receivables	4,725		2,331

Financial liabilities measured at amortized cost:
Accounts payable and accrued liabilities	(235,106)		(282,611)
Contract liabilities	(5,321)		(7,230)
Dividends payable	(5,008)		(5,003)
Other liabilities	(1,384)		(1,386)
Lease liabilities	(151,060)		(127,130)
Debentures	(54,494)		(54,115)
Long-term debt	(198,624)		(225,573)

Net derivative financial liabilities measured at fair value:
Foreign exchange forwards	(902)		(930)
Total return swaps	(2,588)		(2,952)
Interest rate swaps	(8,863)		(2,625)

The Corporation measures non-derivative financial assets and financial liabilities at amortized cost. Derivative financial assets/liabilities are recorded on the condensed consolidated interim statements of financial position at fair value. Changes in fair value are recognized in the condensed consolidated interim statements of earnings except for changes in fair value related to derivative financial assets/liabilities which are effectively designated as hedging instruments which are recognized in other comprehensive income. The Corporation's derivative financial assets/liabilities are held with major Canadian chartered banks and are deemed to be Level 2 financial instruments. Cash-settled share-based compensation liabilities are recorded at fair value based on the Corporation's share price and deemed to be a Level 1 financial instrument. The fair value of long-term debt approximates its recorded value due to its floating interest rate. The fair value of lease receivables approximates its carrying value. The fair value of the debentures can be estimated based on the trading price of the debentures, which takes into account the Corporation's own credit risk. At September 30, 2020, the Corporation has estimated the fair value of its debentures to be approximately $54,150. The fair values of all other financial assets and liabilities, other than lease liabilities, approximate their recorded values due to the short-term maturities of these instruments.

Derivative financial instruments and hedges
The interest rate swaps are designated as effective hedges and are measured at fair value with subsequent changes in fair value recorded in other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to net earnings in the periods when the hedged item affects profit or loss. The Corporation recognized a gain of $246 during the quarter (2019 - gain of $330) and a loss of $4,561 year to date (2019 - loss of $1,312), net of tax in other comprehensive income associated with its interest rate swaps.

The Corporation's interest rate swaps outstanding are summarized as follows:

Interest rate swaps	Notional Amount		Weighted Average Interest Rate	Maturity
September 30, 2020	$	150,000	2.12 %	November 2024
December 31, 2019	$	104,000	2.56 %	November 2024
September 30, 2019	$	104,000	2.70 %	November 2023

The Corporation enters into short-term foreign exchange forwards to hedge the exchange risk associated with the cost of certain inbound inventory and certain foreign currency-denominated sales to customers along with the associated receivables as part of its normal course of business. Foreign exchange forwards are initially recognized on the date the derivative contract is entered into and are subsequently re-measured at their fair values. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative, net of taxes, is recognized in other comprehensive income while the ineffective portion is recognized within net earnings. Amounts in accumulated other comprehensive income are reclassified to net earnings in the periods when the hedged item affects profit or loss. The Corporation recognized a gain of $220 in the quarter (2019 - gain of $97) and a gain of $133 year to date (2019 - gain of $54) associated with its foreign exchange forwards in the condensed consolidated interim statements of earnings, and a loss of $364 in the quarter (2019 - gain of $309) and a loss of $76 year to date (2019 - loss of $249), net of tax in other comprehensive income.

The Corporation's contracts to buy and sell foreign currencies are summarized as follows:

September 30, 2020	Notional Amount		Average Exchange Rate	Maturity
Purchase contracts	US$	41,295	1.3617	October 2020 to August 2021
	€	29	1.5685	October 2020
Sales contracts	US$	28,978	1.3449	October 2020 to June 2022
	€	981	1.5565	November 2020 to September 2021


December 31, 2019	Notional Amount		Average Exchange Rate	Maturity
Purchase contracts	US$	45,190	1.3270	January 2020 to October 2020
Sales contracts	US$	30,545	1.3091	January 2020 to March 2021
	€	1,074	1.5003	January 2020 to November 2020


September 30, 2019	Notional Amount		Average Exchange Rate	Maturity
Purchase contracts	US$	40,266	1.3231	October 2019 to October 2020
Sales contracts	US$	29,440	1.3089	October 2019 to March 2021
	€	1,218	1.4903	January 2020 to November 2020

The Corporation has certain total return swaps to hedge the exposure associated with increases in its share price on its outstanding restricted share units ("RSUs"). The Corporation does not apply hedge accounting to these relationships and as such, gains and losses arising from marking these derivatives to market are recognized in earnings in the period in which they arise. As at September 30, 2020, the Corporation's total return swaps cover 387,000 of the Corporation's underlying common shares (December 31, 2019 - 365,000), and expire between March 2021 and March 2023. During the year to date, the Corporation settled a total return swap contract for 121,000 shares (2019 - 205,000 shares), resulting in a cash payout of $1,396 (2019 - $1,479). The Corporation recognized a gain of $1,366 in the quarter (2019 - gain of $144) and a loss of $1,032 year to date (2019 - gain of $315) associated with its total return swaps.

Derivative financial assets consist of:

	September 30, 2020		December 31, 2019
Foreign exchange forwards	$	670	$	532
Total return swaps	5		—
Total derivative financial assets	$	675	$	532

Current portion	$	659	$	484
Long-term portion	$	16	$	48

Derivative financial liabilities consist of:

	September 30, 2020		December 31, 2019
Interest rate swaps	$	8,863	$	2,625
Foreign exchange forwards	1,572		1,462
Total return swaps	2,593		2,952
Total derivative financial liabilities	$	13,028	$	7,039

Current portion	$	3,198	$	2,849
Long-term portion	$	9,830	$	4,190

Movements in the net derivative financial liabilities balance are as follows:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Opening net derivative financial liabilities	$	13,778	$	7,971	$	6,507	$	6,568
(Gain) loss recognized in net earnings	(1,586)		(241)		899		(369)
Loss (gain) recognized in other comprehensive income - net of tax	118		(639)		4,637		1,561
Tax on loss (gain) recognized in other comprehensive income	43		(236)		1,706		574
Cash paid on settlement of total return swaps	—		—		(1,396)		(1,479)
Ending net derivative financial liabilities	$	12,353	$	6,855	$	12,353	$	6,855

The balance in accumulated other comprehensive loss relates to changes in the value of the Corporation's various interest rate swaps and foreign exchange forwards where hedge accounting is applied. These accumulated amounts will be continuously released to the condensed consolidated interim statements of earnings within finance costs and gross profit, respectively.

During the periods presented and cumulatively to date, changes in counterparty credit risk have not significantly contributed to the overall changes in the fair value of these derivative instruments.

16. SHARE CAPITAL AND EARNINGS PER SHARE

The Corporation is authorized to issue an unlimited number of no par value common shares and an unlimited number of no par value preferred shares. Each common share entitles the holder of record to one vote at all meetings of shareholders. All issued common shares are fully paid. There were no preferred shares outstanding as at September 30, 2020 (2019 - nil). Each common share represents an equal beneficial interest in any distributions of the Corporation and in the net assets of the Corporation in the event of its termination or winding-up.

	Number of Common Shares	Amount
Issued and outstanding, December 31, 2019 and September 30, 2020	20,167,703	$	182,482
Shares held in trust, December 31, 2019	(156,113)	(1,407)
Released for settlement of certain share-based compensation plans	22,029	199
Shares held in trust, September 30, 2020	(134,084)	(1,208)
Issued and outstanding, net of shares held in trust, September 30, 2020	20,033,619	$	181,274


	Number of Common Shares	Amount
Issued and outstanding, December 31, 2018	20,132,194	$	181,952
Common shares issued to settle share-based compensation plans	27,473	487
Issued and outstanding, September 30, 2019	20,159,667	182,439
Shares held in trust, December 31, 2018	(175,680)	(1,583)
Released for settlement of certain share-based compensation plans	19,567	176
Shares held in trust, September 30, 2019	(156,113)	(1,407)
Issued and outstanding, net of shares held in trust, September 30, 2019	20,003,554	$	181,032

Dividends declared

During the three months ended September 30, 2020, the Corporation declared cash dividends of $0.25 per share or $5,008 (2019 - dividends of $0.25 per share or $5,001). During the nine months ended September 30, 2020, the Corporation declared cash dividends of $0.75 per share or $15,024 (2019 - dividends of $0.75 per share or $15,003). As at September 30, 2020, the Corporation had $5,008 (December 31, 2019 - $5,003) dividends outstanding which were paid on October 2, 2020.

Earnings per share

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

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Numerator for basic and diluted earnings per share:
– net earnings	$	6,671	$	7,553	$	20,937	$	27,323
Denominator for basic earnings per share:
– weighted average shares, net of shares held in trust	20,033,619		20,003,554		20,027,910		19,995,004
Denominator for diluted earnings per share:
– weighted average shares, net of shares held in trust	20,033,619		20,003,554		20,027,910		19,995,004
– effect of dilutive share rights	479,712		405,960		431,951		403,071
Denominator for diluted earnings per share	20,513,331		20,409,514		20,459,861		20,398,075
Basic earnings per share	$	0.33	$	0.38	$	1.05	$	1.37
Diluted earnings per share	$	0.33	$	0.37	$	1.02	$	1.34

For the quarter, 74,374 anti-dilutive share rights were excluded from the above calculation (2019 - 67,086). For the year to date, 126,366 anti-dilutive share rights were excluded from the above calculation (2019 – 65,517).

17. SHARE-BASED COMPENSATION PLANS

The Corporation has four share-based compensation plans: the Wajax Share Ownership Plan (the "SOP"), the Directors' Deferred Share Unit Plan (the "DDSUP"), the Mid-Term Incentive Plan for Senior Executives (the "MTIP") and the Deferred Share Unit Plan (the "DSUP"). The following table provides the share-based compensation expense for awards under all plans:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Treasury share rights plans
SOP equity-settled	$	24	$	17	$	65	$	35
DDSUP equity-settled	123		145		397		446
Total treasury share rights plans expense	$	147	$	162	$	462	$	481
Market-purchased share rights plans
MTIP equity-settled	$	425	$	139	$	1,218	$	801
DSUP equity-settled	12		(74)		39		(36)
Total market-purchased share rights plans expense	$	437	$	65	$	1,257	$	765
Cash-settled rights plans
MTIP cash-settled	$	909	$	235	$	999	$	1,659
DSUP cash-settled	34		15		(16)		14
Total cash-settled rights plans expense	$	943	$	250	$	983	$	1,673
Total share-based compensation expense	$	1,527	$	477	$	2,702	$	2,919

a) Treasury share rights plans

Under the SOP and the DDSUP, rights are issued to the participants which are settled by issuing Wajax Corporation shares for no cash consideration. Rights under the SOP vest over three years, while rights under the DDSUP vest immediately. Vested rights are settled when the participant is no longer employed by the Corporation or one of its subsidiary entities or no longer sits on its Board. Whenever dividends are paid on the Corporation's shares, additional rights (dividend equivalents) with a value equal to the dividends are credited to the participants' accounts.

The following rights under these plans are outstanding:

	Number of rights	Fair value at time of grant
Outstanding at December 31, 2019	361,100	$	5,984
Grants – new grants	65,911	474
– dividend equivalents	35,817	—
Outstanding at September 30, 2020	462,828	$	6,458

At September 30, 2020, 434,662 share rights were vested (December 31, 2019 - 347,946 share rights were vested).

The outstanding aggregate number of shares issuable to satisfy entitlements under these plans is as follows:

	Number of Shares
Approved by shareholders	1,300,000
Exercised to date	(352,810)
Rights outstanding	(462,828)
Available for future grants at September 30, 2020	484,362

b) Market-purchased share rights plans

The MTIP plan consists of cash-settled restricted share units ("RSUs") and equity-settled performance share units ("PSUs"), and the equity-settled DSUP plan consists of deferred share units ("DSUs").

Market-purchased share rights plans consist of PSUs under the MTIP plan and DSUs, which vest over three years and are settled in common shares of the Corporation on a one-for-one basis. DSUs are only subject to time-vesting, whereas PSUs are also subject to performance vesting. PSUs are comprised of two components: return on net assets ("RONA") PSUs and total shareholder return ("TSR") PSUs as described below:

RONA PSUs vest dependent upon the attainment of a target level of return on net assets. Such performance vesting criteria results in a performance vesting factor that ranges from 0% to 150% depending on the level of RONA attained.
TSR PSUs vest dependent upon the attainment of a TSR market condition. Such performance vesting criteria result in a performance vesting factor that ranges from 0% to 200% depending on the Corporation's TSR relative to a pre-selected group of peers.

These plans are settled through shares purchased on the open market by the employee benefit plan trust, subject to the attainment of their vesting conditions. PSUs are settled at the end of the vesting period, and the number of shares remitted to the participant upon settlement is equal to the number of PSUs awarded multiplied by the performance vesting factor less shares withheld to satisfy the participant's withholding tax requirement. DSUs are settled when the participant is no longer employed by the Corporation or one of its subsidiary entities. Whenever dividends are paid on the Corporation's shares, additional rights with a value equal to the dividends are credited to the participants' accounts with the same vesting conditions as the original PSUs and DSUs.

The following rights under these plans are outstanding:

	Number of rights	Fair value at time of grant
Outstanding at December 31, 2019	213,149	$	5,081
Grants – new grants	109,294	1,828
– dividend equivalents	23,543	—
Forfeitures	(15,459)	(337)
Settlements	(46,926)	(1,138)
Outstanding at September 30, 2020	283,601	$	5,434

At September 30, 2020, 20,571 outstanding rights were vested (December 31, 2019 - 15,426 rights were vested). All vested rights are DSUs.

c) Cash-settled rights plans

Cash-settled rights plans consist of MTIP RSUs and cash-settled DSUs. Compensation expense varies with the price of the Corporation's shares and is recognized over the three year vesting period. RSUs are settled at the end of the vesting period, whereas DSUs are settled when the participant is no longer employed by the Corporation or one of its subsidiary entities. Whenever dividends are paid on the Corporation's shares, additional rights with a value equal to the dividends are credited to the participants' accounts with the same vesting conditions as the original rights. The value of the payout is equal to the number of rights awarded including earned dividend equivalents, multiplied by the five previous day volume weighted average share price, from the date of settlement. At September 30, 2020, the carrying amount of the liabilities for these plans was $2,162 (December 31, 2019 – $2,524).

The following rights under these plans are outstanding:

	Number of rights
Outstanding at December 31, 2019	334,696
Grants – new grants	195,252
– dividend equivalents	38,221
Forfeitures	(14,155)
Settlements	(98,156)
Outstanding at September 30, 2020	455,858

At September 30, 2020, 9,972 outstanding rights were vested (December 31, 2019 - 9,127 rights were vested).

18. REVENUE

Disaggregation of revenue

In the following table, revenue is disaggregated by revenue type:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Equipment sales	$	106,180	$	109,707	$	326,418	$	367,390
Product support	100,938		117,053		309,840		365,947
Industrial parts	83,772		90,695		257,059		278,055
ERS	41,676		38,326		123,774		110,350
Revenue from contracts with customers	332,566		355,781		1,017,091		1,121,742
Equipment rental	8,054		9,347		24,538		27,367
Total	$	340,620	$	365,128	$	1,041,629	$	1,149,109

The Corporation has included $4,730 during the quarter (2019 - $5,533) and $12,363 year to date (2019 - $16,425) in Equipment sales related to short-term rental contracts that are expected to convert to Equipment sales within a six to twelve month period.

19. RESTRUCTURING AND OTHER RELATED COSTS

In the third quarter of 2020, the Corporation implemented workforce reductions in response to the economic conditions created by COVID-19 and related revenue impacts. A restructuring cost of $7,687 was recognized in the quarter relating primarily to severance costs.

See Note 11 for the restructuring provision balance and movement.

20. FINANCE COSTS

Finance costs are comprised of the following:

		Three months ended September 30				Nine months ended September 30
	Note	2020		2019		2020		2019
Interest on long-term debt	14	$	2,268	$	3,582	$	7,809	$	10,310
Interest on debentures	13	1,015		—		2,994		—
Interest on lease liabilities	12	1,906		1,589		6,213		3,990
Interest income on lease receivables		(51)		—		(109)		—
Finance costs		$	5,138	$	5,171	$	16,907	$	14,300

21. INCOME TAX EXPENSE

Income tax expense comprises current and deferred tax as follows:

For the nine months ended September 30	2020		2019
Current	$	8,505	$	8,882
Deferred	(603)		1,586
Income tax expense	$	7,902	$	10,468

The calculation of current tax is based on a combined federal and provincial statutory income tax rate of 26.5% (2019 – 26.8%). Deferred tax assets and liabilities are measured at tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax assets and liabilities have been measured using an expected average combined statutory income tax rate of 26.5% based on the tax rates in years when the temporary differences are expected to reverse.

The reconciliation of the effective income tax rate is as follows:

For the nine months ended September 30	2020		2019
Combined statutory income tax rate	26.5 %		26.8 %
Expected income tax expense at statutory rates	$	7,642	$	10,128
Non-deductible expenses	399		475
Other	(139)		(135)
Income tax expense	$	7,902	$	10,468

22. CHANGES IN NON-CASH OPERATING WORKING CAPITAL

The net change in non-cash operating working capital comprises the following:

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Trade and other receivables	$	(82)	$	12,322	$	36,219	$	8,341
Contract assets	(2,984)		(801)		2,530		(337)
Inventory	32,355		(15,266)		41,683		(60,956)
Deposits on inventory	(2,040)		(8,655)		(8,470)		(9,726)
Prepaid expenses	(416)		1,226		(679)		1,678
Accounts payable and accrued liabilities	(13,590)		(14,107)		(53,774)		(1,016)
Provisions	6,327		2,804		5,664		3,803
Contract liabilities	127		2,336		(2,025)		4,362
Total	$	19,697	$	(20,141)	$	21,148	$	(53,851)

23. GOVERNMENT ASSISTANCE

Canada Emergency Wage Subsidy

On April 11, 2020, the Government of Canada passed the Canada Emergency Wage Subsidy ("CEWS") to support employers facing financial hardship as measured by certain revenue declines as a result of the COVID-19 pandemic. The CEWS currently provides eligible businesses with a reimbursement of compensation expense for the period from March 15 to December 19, 2020 of up to 75% of eligible employees' employment remuneration, subject to certain criteria. The Corporation applied for the CEWS for the period from March 15 to September 26, 2020 to the extent it met the requirements to receive the subsidy. In accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, during the third quarter the Corporation recognized $5,425 as a reimbursement of compensation expense, with $2,648 and $2,777 allocated to cost of sales and selling and administrative expenses, respectively, in proportion to personnel costs recorded in those areas. During the nine months ended September 30, 2020, the Corporation recognized $20,933 as a reimbursement of compensation expense, with $9,731 and $11,202 allocated to cost of sales and selling and administrative expenses, respectively, in proportion to personnel costs recorded in those areas. As at September 30, 2020, $1,096 of the total $20,933 subsidy has not yet been received from the Government of Canada and is included in trade and other receivables.

On October 14, 2020, the Government of Canada announced that it would be extending the CEWS program until June 2021. The Corporation will continue to monitor its eligibility for the subsidy.

24. COMPARATIVE INFORMATION

Certain comparative information has been reclassified to conform to the current year's presentation.

25. SUBSEQUENT EVENTS

On November 2, 2020, the Corporation declared a fourth quarter 2020 dividend of $0.25 per share or $5,008.

SOURCE Wajax Corporation

Mark Foote, President and Chief Executive Officer, Email: [email protected]; Stuart Auld, Chief Financial Officer, Email: [email protected]; Trevor Carson, Vice President, Supply Chain and Corporate Development, Email: [email protected]; Telephone #: (905) 212-3300

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