Annual reporting cycle
A non-venture reporting issuer must file three primary disclosure documents within 90 days of its fiscal year-end: audited annual financial statements prepared in accordance with IFRS as adopted in Canada, an Annual Information Form (AIF, Form 51-102F2), and an annual Management's Discussion and Analysis (MD&A). A venture issuer files the financial statements and MD&A on the same annual cycle but is not required to file an AIF under NI 51-102 — Professional Centres Canada LP, as a venture issuer, is not required to file one. This annual reporting cycle is established by NI 51-102 Continuous Disclosure Obligations, the National Instrument promulgated by the Canadian Securities Administrators that establishes the ongoing disclosure requirements applicable to reporting issuers in Canada.1
Annual financial statements
Annual financial statements filed under NI 51-102 must be prepared in accordance with IFRS as adopted by the International Accounting Standards Board and must be audited by an independent registered public accountant. The statements comprise:
- A statement of financial position (balance sheet) at fiscal year-end and at the prior fiscal year-end
- A statement of comprehensive income for the fiscal year and the comparative period
- A statement of changes in equity
- A statement of cash flows
- Notes to the financial statements, including significant accounting policies and judgements
For real estate investment entities and direct-hold operating companies, IFRS 16 (leases), IAS 40 (investment property), and IFRS 13 (fair value measurement) are typically the most materially significant standards. Fair value measurement of investment property under IAS 40 requires either the fair value model (with changes through profit or loss) or the cost model; the elected model must be applied consistently to the entire investment property class.
Annual Information Form — Form 51-102F2
Filing an AIF is mandatory only for non-venture issuers. A venture issuer may file one voluntarily — for example to become AIF-eligible for short-form prospectus purposes — but is not required to. Where an AIF is filed, it provides a comprehensive description of the reporting issuer's business, risk factors, capital structure, and governance. Required disclosure categories include:
- Business overview and corporate structure
- Risk factors material to the issuer's business
- Description of share capital and material contracts
- Directors and officers — names, municipalities of residence, and five-year biographical summaries
- Legal proceedings
- Auditors, transfer agents, and registrars
The AIF is a public document distributed through SEDAR+ (the System for Electronic Document Analysis and Retrieval) and is the primary reference document through which institutional investors and analysts assess a reporting issuer's structural characteristics.
Annual Management's Discussion and Analysis
The annual MD&A is a narrative analysis by management of the reporting issuer's financial condition and results of operations for the fiscal year, required to provide context and analysis that the financial statements alone do not supply. The annual MD&A must address:
- Comparison of current-year results to the prior comparative year
- Analysis of liquidity and capital resources
- Discussion of material off-balance-sheet arrangements
- Analysis of contractual obligations
- Fourth-quarter disclosure (summarised or full, at the issuer's election)
- Discussion of critical accounting estimates and judgements
- Disclosure of any material changes in accounting policies
The MD&A may be filed as a standalone document or incorporated into an annual report to shareholders, provided the SEDAR+ filing includes a clearly identified MD&A document meeting all Form 51-102F1 requirements.2
Filing deadlines
Under NI 51-102, a reporting issuer that is a non-venture issuer must file its annual financial statements, AIF, and annual MD&A within 90 calendar days of the fiscal year-end. A reporting issuer that is a venture issuer (listed on a venture exchange such as TSX Venture, or classified as one without an exchange listing) has 120 calendar days to file its annual financial statements and MD&A — the AIF is not part of a venture issuer's mandatory filing set at all, so no venture-issuer AIF deadline applies.
All filings are made through SEDAR+ and are publicly accessible upon filing. The OSC and other provincial securities regulators conduct annual review programs that assess compliance with the technical requirements of NI 51-102 and the IFRS standards applied.
See also
- Quarterly reporting — the interim reporting obligations under NI 51-102
- Filing systems — the electronic filing system and technical requirements
- Material change reporting — the material change reporting obligations