Form 51-102F1 Management's Discussion & Analysis
Part 2 Content of MD&A, Item 2 Interim MD&A
Item 2.2

Interim MD&A

Interim MD&A must update your company’s annual MD&A for all disclosure required by Item 1 except section 1.3. This disclosure must include

(a) a discussion of your analysis of

(i) current quarter and year-to-date results including a comparison of financial performance to the corresponding periods in the previous year;

(i.i) a comparison of cash flows to the corresponding period in the previous year;

(ii) changes in financial performance and elements of profit or loss attributable to owners of the parent that are not related to ongoing business operations;

(iii) any seasonal aspects of your company’s business that affect its financial position, financial performance or cash flows; and

(b) a comparison of your company’s interim financial condition to your company’s financial condition as at the most recently completed financial year-end.

INSTRUCTION

(i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in section 1.3 in your interim MD&A, your first MD&A will provide disclosure under section 1.3 based on your annual financial statements. Your subsequent interim MD&A for that year will update your first interim MD&A.

(ii) For the purposes of paragraph 2.2(b), you may assume the reader has access to your annual MD&A or your first MD&A. You do not have to duplicate the discussion and analysis of financial condition in your annual MD&A or your first MD&A. For example, if economic and industry factors are substantially unchanged you may make a statement to this effect.

(iii) For the purposes of subparagraph 2.2(a)(i), you should generally give prominence to the current quarter.

(iv) In discussing your company’s statement of financial position conditions or profit or loss or cash flow items for an interim period, you do not have to present a summary, in tabular form, of all known contractual obligations contemplated under section 1.6. Instead, you should disclose material changes in the specified contractual obligations during the interim period.

(v) Interim MD&A prepared in accordance with Item 2 is not required for your company’s fourth quarter as relevant fourth quarter content will be contained in your company’s annual MD&A prepared in accordance with Item 1 (see section 1.10).

(vi) In your interim MD&A, update the summary of quarterly results in section 1.5 by providing summary information for the eight most recently completed quarters.

(vii) Your annual MD&A may not include all the information in Item 1 if you were a venture issuer as at the end of your last financial year. If you ceased to be a venture issuer during your interim period, you do not have to restate the MD&A you previously filed. Instead, provide the disclosure for the additional sections in Item 1 that you were exempt from as a venture issuer in the next interim MD&A you file. Base your disclosure for those sections on your interim financial report.

2.2.1 Quarterly Highlights

If your company is a venture issuer, you have the option of meeting the requirement to provide interim MD&A under section 2.2 by instead providing a short discussion of all material information about your company’s operations, liquidity and capital resources. Include in your discussion:

  • an analysis of your company’s financial condition, financial performance and cash flows and any significant factors that have caused period to period variations in those measures;
  • known trends, risks or demands; * major operating milestones;
  • commitments, expected or unexpected events, or uncertainties that have materially affected your company’s operations, liquidity and capital resources in the interim period or are reasonably likely to have a material effect going forward;
  • any significant changes from disclosure previously made about how the company was going to use proceeds from any financing and an explanation of variances; 
  • any significant transactions between related parties that occurred in the interim period.

INSTRUCTIONS

(i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you cannot use quarterly highlights. Rather, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in section 1.3 in your interim MD&A, your first MD&A will provide disclosure under section 1.3 based on your annual financial statements.

(ii) Provide a short, focused discussion that gives a balanced and accurate picture of the company’s business activities during the interim period. The purpose of the quarterly highlights reporting is to provide a brief narrative update about the business activities, financial condition, financial performance and cash flow of the company. While summaries are to be clear and concise, they are subject to the normal prohibitions against false and misleading statements.

(iii) Quarterly highlights prepared in accordance with section 2.2.1 are not required for your company’s fourth quarter as relevant fourth quarter content will be contained in your company’s annual MD&A prepared in accordance with Item 1 (see section 1.10).

(iv) You must title your quarterly highlights “Interim MD&A – Quarterly Highlights”.

(v) If there was a change to the company’s accounting policies during the interim period, include a description of the material effects resulting from the change.

2.2.2 Quarterly Highlights – Transition

Section 2.2.1 applies to an issuer in respect of a financial year beginning on or after July 1, 2015.