52-112, Non-GAAP and Other Financial Measures Disclosure
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Effective date: |
August 25, 2021 |
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Published by CSA: |
May 27, 2021 |
Overview
The Canadian Securities Administrators (CSA) 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.
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rule, issuers should continue to refer to Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which will be withdrawn when transition to the final rule is complete.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.
Recent developments
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Date |
Development |
Comments |
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December 2, 2021 |
Amendments to exempt Federal Financial Institutions from NI 52-112 in certain circumstances. |
Under the Order(s), eligible issuers are exempt from NI 52-112 in respect of a disclosure of a specified financial measure pursuant to an OSFI Guideline where: (i) the OSFI Guideline specifies the composition of the measure and the measure was determined in compliance with that OSFI Guideline; and (ii) in proximity to the measure, the eligible issuer discloses the OSFI Guideline under which the measure is disclosed. The Order(s) come into effect on December 2, 2021, and expires on the earlier of June 2, 2023 and the effective date of rules that include an exception to the application of NI 52-112 based on disclosure of a specified financial measure pursuant to an OSFI Guideline. |
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Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects. For further details on the history of this Instrument, please refer to the OSC’s Web site. |
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