Emera Inc 6-K, filed Feb 15, 2022
Emera Inc (EMA)
About this 6-K
Emera Inc filed this 6-K on February 15, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2022
Commission File Number: 000-54516
Emera Incorporated
(Exact name of registrant as specified in its charter)
5151 Terminal Road
Halifax NS B3J 1A1
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☐ Form 40-F ☑ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMERA INCORPORATED | ||||||
| Date: February 14, 2022 | By: | /s/ Stephen D. Aftanas | ||||
| Name: Stephen D. Aftanas | ||||||
| Title: Corporate Secretary | ||||||
EXHIBIT INDEX
Exhibit 99.1
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Scott Balfour, President and Chief Executive Officer of Emera Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2021. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| ii. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework. |
| 5.2 | N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its annual MD&A |
| a. | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
| i. | a proportionately consolidated entity in which the issuer has an interest; | |||||
| ii. | a special purpose entity in which the issuer has an interest; or | |||||
| iii. | a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and | |||||
| b. | summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| a. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| b. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| i. | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and | |||||
| ii. | N/A | |||||
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2021 and ended on December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| 8. | Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
| Date: February 14, 2022 |
| “Scott Balfour” |
|
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| Scott Balfour |
| President and Chief Executive Officer |
Exhibit 99.2
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Greg Blunden, Chief Financial Officer of Emera Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2021. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end |
| a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| i. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| ii. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework. |
| 5.2 | N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its annual MD&A |
| a. | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
| i. | a proportionately consolidated entity in which the issuer has an interest; |
| ii. | a special purpose entity in which the issuer has an interest; or |
| iii. | a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and |
| b. | summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements |
| 6. | Evaluation: The issuer’s other certifying officer(s) and I have |
| a. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| b. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| i. | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| ii. | N/A |
| 7. | Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2021 and ended on December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| 8. | Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. |
| Date: February 14, 2022 |
| “Greg Blunden” |
|
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| Greg Blunden |
| Chief Financial Officer |
Exhibit 99.3
Emera Incorporated
Earnings Coverage Ratio
Pursuant to Section 8.4 of National Instrument 44-102, this updated calculation of the earnings coverage ratio is filed as an exhibit to the audited consolidated financial statements of Emera Incorporated (“Emera”) for the year ended December 31, 2021.
The following earnings coverage ratio is calculated on a consolidated basis for the year ended December 31, 2021.
| Year ended December 31, 2021 | ||
| Earnings Coverage (1) |
1.63 |
(1) Earnings coverage is equal to consolidated net income attributable to common shareholders plus: income taxes, interest on debt, amortization of debt financing costs, allowance for funds used during construction and preferred share dividends declared during the period together with undeclared preferred share dividends, if any, divided by the sum of interest on debt, amortization of debt financing costs, allowance for funds used during construction, capitalized interest and preferred dividends grossed up to a before-tax equivalent using an effective tax rate of 29.0 per cent.
Emera’s dividend requirements on all of its preferred shares, grossed up to a before-tax equivalent using an effective income tax rate of 29.0 per cent, amounted to $72 million for the year ended December 31, 2021. Emera’s interest requirements for the year ended December 31, 2021 amounted to $642 million. Emera’s consolidated income before interest and income tax for the year December 31, 2021 was $1,166 million, which is 1.63 times Emera’s aggregate preferred dividends and interest requirements for this period.
Exhibit 99.4
Emera Reports 2021 Fourth Quarter and Annual Financial Results
HALIFAX, Nova Scotia -- Today Emera (TSX: EMA) reported 2021 fourth quarter and annual financial results.
Highlights
| • | Quarterly adjusted EPS1 was $0.64, a decrease of $0.11 from $0.75 in Q4 2020 due to the recognition of a litigation award in Q4 2020. Excluding the impact of the litigation award, adjusted EPS1 increased by $0.04 or 7% driven by increased contributions primarily from our gas utilities and lower corporate costs, partially offset by the impact of less favorable weather in Florida. Quarterly reported EPS increased by $0.15 to $1.24 from $1.09 in Q4 2020 primarily due to mark-to-market (“MTM”) gains. |
| • | Year-to-date, adjusted EPS1 was $2.81, an increase of $0.13 from $2.68 in 2020. Reported EPS decreased by $1.80 to $1.98 from $3.78 in 2020, primarily due to the gain on sale of Emera Maine recognized in 2020 and MTM losses in 2021. |
| • | Consistent with our capital plan, $2.4 billion of rate base investments were deployed in 2021 to drive rate base growth and advance Emera’s strategy. |
“We are pleased with the performance of our business in 2021, as we delivered solid financial results and achieved important regulatory outcomes, while continuing to deliver the critical energy needs of our customers during the ongoing COVID-19 pandemic,” said Scott Balfour, President and CEO of Emera Inc. “This progress highlights the strength of our business and strategy that continues to drive value and growth through investments in cleaner energy, infrastructure renewal and service reliability, all at a balanced pace to ensure affordability for our customers.”
Q4 2021 Financial Results
Q4 2021 reported net income was $324 million, or $1.24 per common share, compared with net income of $273 million, or $1.09 per common share, in Q4 2020.
Q4 2021 adjusted net income was $168 million, or $0.64 per common share, compared with $188 million, or $0.75 per common share, in Q4 2020.
Decreased quarterly adjusted net income1 was largely due to the TECO Guatemala Holdings (“TGH”) award received in Q4 2020. Excluding the impact of the award, growth in quarterly net income was driven by higher earnings primarily at Peoples Gas System (“PGS”) lower corporate costs, partially offset by lower contributions from Tampa Electric.
Annual 2021 Financial Results
2021 reported net income was $510 million or $1.98 per common share, compared with a net income of $938 million or $3.78 per common share in 2020. 2021 reported net income included a $213 million after-tax MTM loss primarily at Emera Energy.
2021 adjusted net income1 was $723 million or $2.81 per common share, compared with $665 million or $2.68 per common share in 2020.
Growth in annual adjusted net income1 was driven by higher earnings contribution from EES, PGS and Nova Scotia Power (“NSPI”), lower corporate costs, realized gains on foreign exchange hedges and the 2020 revaluation of deferred taxes due to a reduction in the Nova Scotia corporate income tax rate.
1
The increase was partially offset by the impact of a stronger CAD, the TGH award received in Q4 2020, the 2020 recognition of a corporate income tax recovery at Barbados Light and Power Company (“BLPC”), and lower earnings due to the sale of Emera Maine in Q1 2020.
Strengthening of the CAD decreased net income by $10 million ($0.04 per share) and decreased adjusted net income1 by $1 million in Q4 2021 compared to Q4 2020. The strengthening of the CAD decreased net income by $17 million ($0.07 per share) and adjusted net income1 by $28 million ($0.11 per share) for the year ended December 31, 2021, compared to the same period in 2020.
(1) See “Non-GAAP Financial Measures” noted below and “Segment Results and Non-US GAAP Reconciliation” below for reconciliation to nearest USGAAP measure.
Outlook
Emera’s capital investment plan is $8.4 billion over the 2022-to-2024 period (including a $240 million equity investment in the LIL in 2022), with an additional $1 billion of potential capital investments over the same period. This results in a forecasted rate base growth of approximately 7 per cent to 8 per cent through 2024. The capital investment plan continues to include significant investments across the portfolio in renewable and cleaner generation, reliability and integrity investments, infrastructure modernization and customer-focused technologies.
Emera’s capital investment plan is being funded primarily through internally generated cash flows and debt raised at the operating company level. Equity requirements in support of our capital investment plan are expected to be funded through the dividend reinvestment plan, the issuance of preferred equity and the issuance of common equity through our at-the-market program. Maintaining investment-grade credit ratings is a priority of management.
Emera has provided annual dividend growth guidance of four to five per cent through to 2024.
2
Consolidated Financial Review
The following table highlights significant changes in adjusted net income attributable to common shareholders from 2020 to 2021.
| For the |
Three months ended | Year ended | ||||||
| millions of Canadian dollars |
December 31 | December 31 | ||||||
| Adjusted net income – 20201,2 |
$ | 188 | $ | 665 | ||||
| Operating Unit Performance |
||||||||
| Increased earnings at EES due to favourable market conditions |
9 | 37 | ||||||
| Increased earnings at PGS due to higher base revenues as a result of a base rate increase on January 1, 2021 and customer growth |
10 | 36 | ||||||
| Increased earnings at NSPI due to increased sales volumes quarter-over-quarter. Year-over-year increased due to higher operating revenues, lower interest on the Fuel Adjustment Mechanism (“FAM”) regulatory deferral and decreased income tax expense |
7 | 15 | ||||||
| Decreased earnings at Tampa Electric due to higher depreciation and amortization expense, reflecting increased capital investment and a 2020 regulatory settlement, the impact of a stronger CAD, and lower base revenue due to weather, partially offset by higher allowance for funds used during construction (“AFUDC”) |
(16) | (39) | ||||||
| Decreased earnings due to the sale of Emera Maine in Q1 2020 |
- | (6) | ||||||
| Tax Related |
||||||||
| Revaluation of Corporate, NSPI and Emera Energy net deferred income tax assets and liabilities in Q1 2020 due to the reduction in the Nova Scotia provincial corporate income tax rate |
- | 14 | ||||||
| Recognition of corporate income tax recovery in Q1 2020 previously deferred as a regulatory liability in 2018 at BLPC |
- | (10) | ||||||
| Corporate |
||||||||
| Decreased interest expense, pre-tax, due to the impact of a stronger CAD and lower interest rates. Year-over-year also due to repayment of corporate debt |
6 | 35 | ||||||
| Realized gain on hedges entered into to hedge foreign exchange earnings exposure |
2 | 19 | ||||||
| TGH award, net of tax and legal costs in Q4 2020 |
(36) | (36) | ||||||
| Other Variances |
(2) | (7) | ||||||
| Adjusted net income – 20211,2 |
$ | 168 | $ | 723 | ||||
1 See “Non-GAAP Financial Measures” noted below and “Segment Results and Non-US GAAP Reconciliation” for reconciliation to nearest USGAAP measure.
2 Excludes the effect of MTM adjustments, the 2020 gain on sale of Emera Maine and 2020 impairment charges, net of tax.
3
Segment Results and Non-US GAAP Reconciliation
| For the |
|
Three months ended December 31 |
|
|
Year ended December 31 |
| ||||||||||
| millions of Canadian dollars (except per share amounts) |
2021 | 2020 | 2021 | 2020 | ||||||||||||
| Adjusted net income 1,2 |
||||||||||||||||
| Florida Electric Utility |
$ | 85 | $ | 101 | 462 | 501 | ||||||||||
| Canadian Electric Utilities |
67 | 57 | 241 | 221 | ||||||||||||
| Other Electric Utilities2 |
5 | 8 | 20 | 33 | ||||||||||||
| Gas Utilities and Infrastructure |
55 | 45 | 198 | 162 | ||||||||||||
| Other 2 |
(44 | ) | (23 | ) | (198 | ) | (252 | ) | ||||||||
| Adjusted net income1,2 |
$ | 168 | $ | 188 | 723 | 665 | ||||||||||
| Gain on sale, net of tax and transaction costs3 |
- | - | - | 309 | ||||||||||||
| Impairment charges, net of tax4 |
- | - | - | (26 | ) | |||||||||||
| After-tax MTM gain (loss)5 |
156 | 85 | (213 | ) | (10 | ) | ||||||||||
| Net income (loss) attributable to common shareholders |
$ | 324 | $ | 273 | 510 | 938 | ||||||||||
| EPS (basic) |
$ | 1.24 | $ | 1.09 | 1.98 | 3.78 | ||||||||||
| Adjusted EPS (basic) 1,2 |
$ | 0.64 | $ | 0.75 | 2.81 | 2.68 | ||||||||||
1 See “Non-GAAP Financial Measures” noted below.
2 Excludes the effect of MTM adjustments, the 2020 gain on sale of Emera Maine and 2020 impairment charges, net of tax.
3 Net of income tax expense of $276 million for the year ended December 31, 2020.
4 Net of income tax expense of $1 million for the year ended December 31, 2020.
5 Net of income tax expense of $63 million for the three months ended December 31, 2021 (2020 – $33 million expense) and $86 million recovery for the year ended December 31, 2021 (2020 – $8 million recovery).
1 Non-GAAP Measures Financial Measures
Emera uses financial measures that do not have standardized meaning under USGAAP and may not be comparable to similar measures presented by other entities. Emera calculates the non-GAAP measures by adjusting certain GAAP measures for specific items the Company believes are significant, but not reflective of underlying operations in the period. For further information on the non-GAAP financial measure, adjusted net income, and the non-GAAP ratio, adjusted earnings per common share – basic, refer to the “Non-GAAP Financial Measures” section of the Company’s MD&A which is incorporated herein by reference and can be found on SEDAR at www.sedar.com. Reconciliation to the nearest GAAP measure is included in “Segment Results and Non-GAAP Reconciliation” above.
Forward Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Business Risks and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR at www.sedar.com.
Teleconference Call
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The company will be hosting a teleconference today, Monday, February 14, at 9:30 a.m. Atlantic (8:30 a.m. Eastern) to discuss the Q4 2021 and annual financial results.
Analysts and other interested parties in North America are invited to participate by dialing 1-866-521-4909. International parties are invited to participate by dialing 1-647-427-2311. Participants should dial in at least 10 minutes prior to the start of the call. No pass code is required.
A live and archived audio webcast of the teleconference will be available on the Company’s website, www.emera.com. A replay of the teleconference will be available two hours after the conclusion of the call by dialing 1-800-585-8367 or 1-416-621-4642 and entering pass code 4190629.
About Emera
Emera Inc. is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia, with approximately $34 billion in assets and 2021 revenues of more than $5.7 billion. The company primarily invests in regulated electricity generation and electricity and gas transmission and distribution with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments in Canada, the United States and in four Caribbean countries. Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H, EMA.PR.J and EMA.PR.L. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR and on The Bahamas International Securities Exchange under the symbol EMAB. Additional information can be accessed at www.emera.com or at www.sedar.com.
Emera Inc.
Investor Relations
Dave Bezanson VP, Investor Relations & Pensions
902-474-2126
dave.bezanson@emera.com
Arianne Amirkhalkhali, Manager, Investor Relations
902-425-8130
arianne.amirkhalkhali@emera.com
Media
902-222-2683
media@emera.com
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