Canadian securities regulators publish final rule for non-GAAP and other financial measures

Calgary and Montreal – The Canadian Securities Administrators (CSA) today published disclosure requirements for issuers that disclose non-GAAP (generally accepted accounting principles) and other financial measures on a voluntary basis. The rule improves the quality of information provided to investors for various financial measures that commonly lack standardized meaning.

“This new rule will provide investors with the transparency they have asked for, consistent terminology and a standardized framework,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “We believe we struck the right balance in the final rule by adjusting the scope and simplifying the disclosure requirements in response to stakeholder feedback.”

National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure will:

·      Apply to all reporting issuers, except investment funds and certain foreign issuers;

·      Apply to non-reporting issuers for certain offering documents and transactions;

·      Require specified disclosure for certain financial measures presented outside the financial statements, such as non-GAAP financial measures and supplementary financial measures, (as defined in the final rule); and

·      Apply to disclosures for a financial year ending on or after October 15, 2021 (for reporting issuers) and for certain offering documents or transactions filed after December 31, 2021 (for non-reporting issuers). 

The final rule incorporates feedback to clarify and streamline the application and disclosure requirements. Prior to adopting the final rule, issuers should continue to refer to Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which will be withdrawn when transition to the final rule is complete. The final rule will come into effect on August 25, 2021.

National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure and the related companion policy are available on CSA members' websites.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

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