Every reporting issuer is required to produce (and send) annual and interim management discussion and analysis (“MD&A”) along with its annual and interim financial statements. Part 5 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) details the MD&A requirements and provides the content requirements of an MD&A in Form 51-102F1.
An MD&A is, in essence, a narrative explanation, through the eyes of management, of how your company performed during the annual or interim period, and of your company’s financial condition and future prospects. MD&A complements and supplements the financial statements. The MD&A should be to improve a company’s overall financial disclosure by giving a balanced discussion of the company’s financial performance and financial condition including, The MD&A should:
- help current and prospective investors understand what the financial statements show and do not show;
- discuss material information that may not be fully reflected in the financial statements, such as contingent liabilities, defaults under debt, off-balance sheet financing arrangements, or other contractual obligations;
- discuss important trends and risks that have affected the financial statements, and trends and risks that are reasonably likely to affect them in the future; and
- provide information about the quality, and potential variability, of your company’s profit or loss and cash flow, to assist investors in determining if past performance is indicative of future performance.
A venture issuer that has not had significant revenue from operations in either of its last two financial years, must also disclose in its MD&A, a breakdown of material components of:
- exploration and evaluation assets or expenditures;
- expensed research and development costs;
- intangible assets arising from development;
- general and administration expenses; and
- any material costs, whether expensed or recognized as assets, not referred to in paragraphs (1) through (4).
The form of the MD&A can be found by clicking here.
Venture issuers are not required to produce an annual information form (AIF) but if they choose to do so there can be certain benefits with respect to raising capital. Please inquire for more information on AIFs.