Glossary
MD&A (Management Discussion & Analysis)
Management Discussion and Analysis, or MD&A, is the narrative document a Canadian public company files alongside its financial statements, explaining the results in management’s own words. It is a required part of continuous disclosure, not an optional investor letter. At Treewalk, we prepare interim and annual MD&A under IFRS for reporting issuers, and it is consistently the filing our clients underestimate.
What MD&A actually is
The financial statements tell an investor what happened. The MD&A tells them why, and what management expects next. Regulators require it because numbers alone let a company present a technically accurate picture that leaves readers no better informed.
An MD&A accompanies both interim and annual statements. The annual version is fuller, the interim version updates it. Both are filed publicly and both carry liability, which is why they get drafted with care rather than assembled from last quarter’s file.
A complete MD&A works through:
- Overall performance and a description of the business
- Results of operations, with period over period explanation of what moved and why
- A summary of quarterly results, typically the last eight quarters
- Liquidity and capital resources, including the company’s ability to fund operations
- Off-balance-sheet arrangements and contractual commitments
- Transactions with related parties
- Critical accounting estimates and any changes in accounting policies
- Risk factors and financial instrument disclosure
- Outstanding share data as at the most recent practicable date
The part that goes wrong
MD&A failures are rarely about missing sections. They are about a narrative that does not match the statements sitting beside it.
The recurring problem we see is boilerplate carried forward. A company copies last quarter’s MD&A, updates the numbers, and leaves the explanation unchanged. Then revenue moves fifteen percent and the discussion still describes the prior quarter’s drivers. A reader comparing the two documents finds a contradiction the company never noticed, and for an early-stage issuer that is exactly the kind of thing that draws a regulator’s comment letter.
The other frequent gap is going concern and liquidity language. For pre-revenue issuers, particularly in mining and biotech, the liquidity discussion is the section that matters most to investors and the one most often written in vague terms. If the statements carry a going concern note, the MD&A has to address it directly rather than gesture at it.
How we prepare MD&A for reporting issuers
We treat the MD&A and the financial statements as a single deliverable prepared together, not as a narrative bolted onto a finished file.
| Step | What we do |
|---|---|
| Working papers | Prepare consolidated working papers supporting every figure the MD&A will cite |
| Statements | Draft interim or annual financial statements under IFRS |
| Narrative | Draft the MD&A directly from those working papers, so every explanation traces to a number |
| Consistency check | Reconcile MD&A figures against the statements line by line before anything is circulated |
| Governance | Prepare the CEO and CFO certificates and supporting board and audit committee materials |
| Filing | Handle SEDAR+ filing support and coordinate the exchange filing |
That consistency check is the step clients most often skip when they prepare in-house, and it is the cheapest one to run.
Who we do this for
Our financial reporting practice serves reporting issuers on the TSX Venture Exchange and the CSE across mining, biotech and healthcare, technology, energy, and climate tech. Many are early-stage, with lean internal finance teams where the CFO is part-time and there is no controller. That is the profile where an outsourced preparer earns its keep: the reporting calendar does not flex, and interim deadlines arrive whether or not the internal team has capacity.
Treewalk does not provide audit or attest services. We prepare the statements and the MD&A, compile the audit-ready file, and act as the liaison so the independent auditor’s questions come to us.
Frequently asked questions
Is MD&A required for every public company in Canada?
Yes, for reporting issuers. It is part of the continuous disclosure obligations, filed with both interim and annual financial statements. Venture issuers have somewhat reduced requirements compared with non-venture issuers, but the MD&A itself is not optional.
Is MD&A audited?
No. The financial statements are audited annually by an independent firm. The MD&A is not, though the auditor does read it for consistency with the statements. That lack of audit is precisely why the internal consistency check matters.
Can we just update last quarter’s MD&A?
You can start from it, and most issuers do. The risk is leaving explanatory language that no longer matches current results. We rebuild the discussion sections against the current period working papers rather than editing prior text in place.
Who signs off on it?
The board approves the MD&A along with the financial statements, and the CEO and CFO certify the filings. Our role is preparation and support, and the approval stays with the company’s officers and directors.
What happens if we file late?
Late filings can result in a cease trade order from the securities regulator, which halts trading in the company’s securities. For a venture issuer that is a serious event, and it is why we work backward from the filing deadline rather than forward from the period close.
Where to next
If your reporting calendar is tighter than your finance team, our public companies practice prepares MD&A and IFRS statements on a recurring basis for TSXV and CSE issuers. The related pieces on SEDAR+ filing support and IFRS financial statement preparation cover the rest of the cycle. To talk through your next filing, email Chris Grundling at chris.grundling@treewalk.com.
