CSA Staff Notice 52-306 Non-GAAP Financial Measures
Part II Non-GAAP Financial Measures

Lexata note: As of August 25, 2021, this staff notice has been replaced by new NI 52-112, with some exceptions for annual materials in respect of 2020. See Part 5 of the new rule for transition details.

Non-GAAP Financial Measures

For the purpose of this notice, a non-GAAP financial measure is a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer`s GAAP (as that term is defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards) and is not presented in an issuer’s financial statements. A non-GAAP financial measure excludes amounts that are included in, or includes amounts that are excluded from, the most directly comparable measure specified, defined or determined under the issuer`s GAAP.

Some issuers disclose non-GAAP financial measures in press releases, management’s discussion and analysis, prospectus filings, websites and marketing materials.

Many non-GAAP financial measures are derived from profit or loss determined under an issuer`s GAAP and, by omission of selected items, present a more positive picture of financial performance. Terms used to identify non-GAAP financial measures may include “pro forma earnings”, “cash earnings”, “free cash flow”, “distributable cash”, “Adjusted EBITDA”, “adjusted earnings”, and “earnings before non-recurring items”. Many of these terms lack standard meanings and different issuers may use the same term to refer to different calculations.

Staff is concerned that investors may be confused or even misled by non-GAAP financial measures. Staff is also concerned about the prominence of disclosure given to non-GAAP financial measures related to earnings compared to the prominence of earnings measures specified, defined or determined under an issuer`s GAAP. In staff’s view, these concerns can be addressed by appropriate disclosure accompanying non-GAAP financial measures.

Some issuers disclose performance measures that are calculated without using financial measures (for example, number of units or number of subscribers). Some issuers disclose performance measures that are calculated using financial information presented in the financial statements (for example, sales per square foot, where the sales figure is extracted directly from the financial statements). In both of the preceding scenarios, such performance measures are not considered to be non-GAAP financial measures. However, if a non-GAAP financial measure is used to calculate a performance measure (such as an “adjusted earnings” financial measure used to calculate an “adjusted earnings per unit” measure), then that non-GAAP financial measure should be disclosed and Section III of this notice applies to that non-GAAP financial measure.