Type of interest and number
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| Subsidiaries | 32 | 37 |
| of which domestic | 8 | 9 |
| of which foreign | 24 | 28 |
| Associates | 6 | 6 |
| of which domestic | 4 | 4 |
| of which foreign | 2 | 2 |
| Joint operations | 1 | 1 |
| of which domestic | 1 | 1 |
| of which foreign | - | - |
Changes in the ownership interests without loss of control
Repower continued to streamline its legal structure in the 2015 financial year. Repower Schweiz AG was merged with Repower AG retroactively with effect 1 January 2015, with Repower Schweiz AG integrated in Repower AG. Repower Produzione Italia S.p.A. and Repower Italia S.p.A. also merged with effect 1 January 2015, with Repower Italia S.p.A. absorbing the other company. The companies that disappeared with the merger were wholly owned by the Group before the combination.
In the 2014 financial year, the legal structure of Repower in Switzerland, which had evolved over the course of time, was streamlined retroactively as of 1 January 2014. Repower Klosters AG and Repower Holding Surselva AG were merged with Repower Ilanz AG, which was then renamed Repower Schweiz AG. The real estate companies Repower Immobilien AG and Repower Consulta AG were merged with Repower AG. The project company Vulcanus Projekt AG was merged with Repower Schweiz AG with effect 30 September 2014. As part of the streamlining of legal structures, Repower AG acquired non-controlling interests in Repower Klosters AG, Repower Holding Surselva AG and Vulcanus Projekt AG. The net cash outflow of TCHF -190 is offset against non-controlling interests of TCHF -436 and outgoing treasury shares in the amount of TCHF 1. The difference was allocated to the majority shareholder's capital. There was also a merger in Italy, with Repower Holding Italia S.p.A. combined as part of Repower Italia S.p.A..
Consequences of the loss of subsidiary control
The 2015 financial year saw the sale of Repower GuD Leverkusen GmbH & Co. KG, including the disposal of its subsidiary Repower GuD Leverkusen Verwaltungs GmbH. Repower Polska Sp. z.o.o. was wound up. Together with the disposal of sales operations in Germany, a translation gain of TCHF 2,135 net was reclassified to profit or loss (see Note 25).
In the 2014 financial year the companies Forze Motrici Pistoia S.r.l., Repower Magyarország Kft. and Repower Slovenskà republika s.r.o. were liquidated and deconsolidated. Cumulative translation losses of TCHF 7,590 were reclassified to profit or loss.
Subsidiaries
List of fully consolidated companies as at 31 December 2015 and 2014.
| Company | Head office | Currency | Issued capital | Holding 31.12.2015 | Holding 31.12.2014 | Purpose |
|---|---|---|---|---|---|---|
| Repower AG | Brusio | CHF | 3,408,115 | - | - | H/G/C/E/S |
| Repower Schweiz AG | Klosters | CHF | - | - | 100,00% | C/G |
| connecta ag | Ilanz | CHF | 100,000 | 100,00% | 100,00% | S |
| Ovra electrica Ferrera SA | Trun | CHF | 3,000,000 | 49,00% | 49,00% | G |
| SWIBI AG | Landquart | CHF | 500,000 | 76,68% | 76,68% | S |
| Alvezza SA in Liquidation | Disentis | CHF | 500,000 | 62,00% | 62,00% | RE |
| Elbe Beteiligungs AG in Liquidation | Poschiavo | CHF | 1,000,000 | 100,00% | 100,00% | H |
| Lagobianco SA | Poschiavo | CHF | 1,000,000 | 100,00% | 100,00% | PC |
| Repartner Produktions AG | Poschiavo | CHF | 20,000,000 | 59,00% | 59,00% | G/PC |
| Elbe Finance Holding GmbH & Co KG | Dortmund | EUR | 25,000 | 100,00% | 100,00% | H |
| Elbe Finance Holding Verwaltungs-GmbH | Dortmund | EUR | 25,000 | 100,00% | 100,00% | H |
| Repower Deutschland GmbH | Dortmund | EUR | 25,000 | 100,00% | 100,00% | C |
| Repower Wind Deutschland GmbH | Dortmund | EUR | 25,000 | 59,00% | 59,00% | H |
| Repower Wind Prettin GmbH | Dortmund | EUR | 25,000 | 59,00% | 59,00% | G |
| Repower Wind Lübbenau GmbH | Dortmund | EUR | 25,000 | 59,00% | 59,00% | G |
| Repower GuD Leverkusen Verwaltungs-GmbH | Dortmund | EUR | - | - | 100,00% | H |
| Repower GuD Leverkusen GmbH & Co. KG | Dortmund | EUR | - | - | 100,00% | PC |
| Repower Italia S.p.A. | Milano | EUR | 2,000,000 | 100,00% | 100,00% | E |
| Repower Vendita Italia S.p.A. | Milano | EUR | 4,000,000 | 100,00% | 100,00% | C |
| Repower Produzione Italia S.p.A. | Milano | EUR | - | - | 100,00% | H |
| SET S.p.A. | Milano | EUR | 120,000 | 61,00% | 61,00% | G |
| Energia Sud S.r.l. | Milano | EUR | 1,500,000 | 100,00% | 100,00% | G |
| SEA S.p.A. | Milano | EUR | 120,000 | 100,00% | 100,00% | G |
| REC S.r.l. | Milano | EUR | 10,000 | 100,00% | 100,00% | PC |
| MERA S.r.l. | Milano | EUR | 100,000 | 100,00% | 100,00% | PC |
| SEI S.p.A. | Milano | EUR | 120,000 | 57,50% | 57,50% | PC |
| Immobiliare Saline S.r.l. | Milano | EUR | 10,000 | 100,00% | 100,00% | RE |
| REV S.r.l. | Milano | EUR | 10,000 | 100,00% | 100,00% | S |
| Energia Eolica Pontremoli S.r.l. | Milano | EUR | 50,000 | 100,00% | 100,00% | PC |
| Repower Trading Česká republika s.r.o. | Prag | CZK | 3,000,000 | 100,00% | 100,00% | E |
| S.C. Repower Vanzari Romania S.R.L. | Bukarest | RON | 165,000 | 100,00% | 100,00% | E |
| Repower Serbia d.o.o. Beograd | Belgrad | EUR | 20,000 | 100,00% | 100,00% | E |
| Repower Macedonia DOOEL Skopje | Skopje | EUR | 19,970 | 100,00% | 100,00% | E |
| Repower Polska Sp. z.o.o. | Warschau | PLN | - | - | 100,00% | E |
| Repower Adria d.o.o | Sarajevo | BAM | 1,000,000 | 100,00% | 100,00% | E |
| Repower Hrvatska d.o.o. | Zagreb | HRK | 366,000 | 100,00% | 100,00% | E |
| Repower Furnizare România S.r.l. | Bukarest | RON | 45,510,000 | 100,00% | 100,00% | E |
Key:
E Energy business C Customer (supply/sales) RE Real estate GC Grid company
G Generation company H Holding or purchase rights S Services PC Project
The date of the financial statements of the subsidiaries on which the Group financial statements are based is consistent with the date of the consolidated financial statements. Ovra electrica Ferrera SA, Trun, is a power plant company in which the local municipality holds a 51 per cent stake. The Repower Group bears full operating responsibility for this company via Repower AG, and sells 100 per cent of the energy generated on the market. The Repower Group thus exercises overall control and Ovra electrica Ferrera SA is fully consolidated.
The following overview provides information on the subsidiary with significant non-controlling interests:
Key figures for subsidiary with significant non-controlling interests
| 2015 | 2014 | |
|---|---|---|
| SET S.p.A. | SET S.p.A. | |
| Restated* | ||
| Non-controlling interest | 39% | 39% |
| Balance sheet at 31.12. | ||
| Non-current assets | 129,741 | 200,375 |
| Current assets | 47,446 | 24,056 |
| Non-current financial liabilities | -94,238 | -27,957 |
| Other non-current liabilities | -281 | -259 |
| Current financial liabilities | -2,825 | -83,582 |
| Other current liabilities | -54,084 | -40,487 |
| Share of equity attributable to Repower shareholders and participants | -15,713 | -44,009 |
| Share of equity attributable to non-controlling interests | -10,046 | -28,137 |
| Income statement | ||
| Revenues | 80,426 | 80,877 |
| Expenses | -119,108 | -80,834 |
| Share of Group result attributable to Repower shareholders and participants | -23,596 | 26 |
| Share of Group result attributable to non-controlling interests | -15,086 | 17 |
| Share of profit or loss and other comprehensive income attributable to Repower shareholders and participants | -4,699 | -832 |
| Share of profit or loss and other comprehensive income attributable to non-controlling interests | -3,004 | -532 |
| Share of profit or loss and comprehensive income attributable to Repower shareholders and participants | -28,295 | -806 |
| Share of profit or loss and comprehensive income attributable to non-controlling interests | -18,090 | -515 |
| Dividends payment to non-controlling interests | - | - |
| Cash flow from operating activities | 7,920 | 18,419 |
| Cash flow from investing activities | -116 | -133 |
| Cash flow from financing activities | -4,902 | -16,485 |
| Effect of currency translations | -544 | -105 |
| Total cash flow | 2,358 | 1,696 |
* See page 50
Associates
Partner plants classified as associates are listed under associated partner plants. The other holdings categorised as associates form the group designated as other associates. Both classes are accounted for using the equity method.
| Associate partner plants | Head office | Currency | Issued capital | Holding | Closing date | Purpose |
|---|---|---|---|---|---|---|
| AKEB Aktiengesellschaft für Kernenergie-Beteiligungen | Lucerne | CHF | 90 000 000 | 7.00% | 31.12. | H |
| Kraftwerke Hinterrhein AG | Thusis | CHF | 100 000 000 | 6.50% | 30.09. | G |
| Other associates | Head office | Currency | Issued capital | Holding | Closing date | Purpose |
| EL.IT.E. S.p.A. | Milan | EUR | 3 888 500 | 46.55% | 31.12. | GC |
| Aerochetto S.r.l. | Catania | EUR | 2,000,000 | 39.00% | 31.12. | G |
| Rhiienergie AG | Tamins | CHF | 915,000 | 21.73% | 31.12. | C |
| Swisscom Energy Solutions AG | Ittigen | CHF | 13,342,325 | 35.00% | 31.12. | S |
Key:
E Energy business C Customer (supply/sales) GC Grid company
G Generation company H Holding or purchase rights S Services
Repower's holdings in the AKEB and KHR partner plants amount to only 7 per cent and 6.5 per cent respectively. Repower does, however, have the binding right of nomination of a mandate and can make use of this guaranteed seat on the Board of Directors to be involved in the financial and business policy decisionmaking processes of the partner plants.
Investments in associates changed as follows:
Investments in associates
| 2015 | 2014 | |
|---|---|---|
| Carrying amounts at 1 January | 34,866 | 38,668 |
| Investments | - | 3,423 |
| Reclass of active loans | 768 | 378 |
| Dividends | -203 | -652 |
| Effect of currency translations | -841 | -201 |
| Share of result | -9,545 | -4,651 |
| Actuarial profit/loss | -575 | -317 |
| Impairments | -198 | -1,782 |
| Carrying amounts at 31 December | 24,272 | 34,866 |
| Decrease of active loans | ||
| 1 January | -34 | - |
| Share of result | -3,247 | -34 |
| Actuarial profit/loss | -427 | - |
| 31 December | -3,708 | -34 |
| Share of equity of associates and partner plants at 31 December | 20,564 | 34,832 |
Part of the net investment in associate Swisscom Energy Solutions AG is a loan extended to Swisscom Energy Solutions AG recognised under other financial assets. The pro-rata loss of TCHF 3,708 in excess of the carrying value of the holding was netted with the existing loan.
In 2015 an impairment requirement was identified at Aerochetto S.r.l., assigned to the Market Italy segment, with an impairment loss of TCHF 198 recognised in the consolidated financial statements under share of results of associates.
The impairment was the result of a decline in expected revenues on wind power due to lower energy prices, and lower night-time output in an effort to reduce noise emissions. The generation asset is valued on the basis of its value in use calculated on a discounted cash flow basis. An impairment test yielded a value in use of TCHF 4,961 for the asset. WACC before tax is 11.2 per cent.
In 2014 an impairment requirement was identified at Aerochetto S.r.l., with an impairment loss of TCHF 1,782 recognised in the consolidated financial statements under share of results of associates. This impairment was the result of a decline in the volume of wind power generated by the Giunchetto wind farm. The recoverable amount underlying the calculation is the value in use, which was discounted at a WACC of 11.5 per cent. An impairment test yielded a value at use of TCHF 4,931 for the asset.
Associated partner works and other associates are each presented together.
Key figures for associated partner plants
| 2015 | 2014 | 2015 | 2014 | |
|---|---|---|---|---|
| Gross values | Gross values | Repower share | Repower share | |
| Balance sheet at 31.12. | ||||
| Non-current assets | 882,207 | 898,564 | 59,485 | 60,709 |
| Current assets | 51,609 | 105,134 | 3,527 | 7,144 |
| Pension provisions | -13,079 | -3,045 | -850 | -198 |
| Non-current financial liabilities | -365,491 | -440,000 | -24,109 | -29,275 |
| Other non-current liabilities | -154,247 | -91,280 | -10,797 | -6,390 |
| Current financial liabilities | -155,000 | -55,000 | -10,800 | -3,850 |
| Other current liabilities | -57,306 | -82,951 | -3,786 | -5,527 |
| Equity of associate partner plants at 31 December | 188,693 | 331,422 | 12,670 | 22,613 |
| Income statement | ||||
| Revenues | 300,902 | 329,930 | 20,715 | 22,723 |
| Expenses | -355,941 | -253,148 | -24,656 | -17,505 |
| Depreciation and impairments | -53,482 | -75,925 | -3,652 | -5,228 |
| Interest income | 1,445 | 15,538 | 94 | 1,080 |
| Interest expense | -32,255 | -12,428 | -2,220 | -831 |
| Income taxes | 7,749 | -6,519 | 503 | -425 |
| Gain or loss | -131,582 | -2,552 | -9,216 | -186 |
| Other comprehensive income | -8,854 | 981 | -575 | 64 |
| Comprehensive income | -140,436 | -1,571 | -9,791 | -122 |
Key figures for other associates
| 2015 | 2014 | 2015 | 2014 | |
|---|---|---|---|---|
| Gross values | Gross values | Repower share | Repower share | |
| Balance sheet at 31.12. | ||||
| Non-current assets | 78,798 | 93,046 | 28,005 | 33,507 |
| Current assets | 23,886 | 22,629 | 7,977 | 7,461 |
| Non-current liabilities | -67,722 | -61,998 | -24,893 | -23,087 |
| Current liabilities | -9,055 | -15,134 | -3,195 | -5,662 |
| Equity of other associate partner plants at 31 December | 25,907 | 38,543 | 7,894 | 12,219 |
| Income statement | ||||
| Revenues | 28,127 | 28,800 | 8,658 | 8,927 |
| Expenses | -39,252 | -45,545 | -12,432 | -15,208 |
| Gain or loss | -11,125 | -16,745 | -3,774 | -6,281 |
| Other comprehensive income | -1,219 | -1,088 | -427 | -381 |
| Comprehensive income | -12,344 | -17,833 | -4,201 | -6,662 |
Reconciliation of the share of equity of associate partner plants at 31 December
| 2015 | 2014 | |
|---|---|---|
| Repower share | Repower share | |
| Share of equity of associate partner plants | 12,670 | 22,613 |
| Share of equity of other associate partner plants | 7,894 | 12,219 |
| Share of equity of associates and partner plants at 31 December | 20,564 | 34,832 |
Joint operations
| Joint operations | Head office | Currency | Issued capital | Holding | Closing date | Purpose |
|---|---|---|---|---|---|---|
| Grischelectra AG | Chur | CHF | 1 000 000 (einbezahlt 20%) | 11,00% | 30.09. | H |
Key:
H Holding or purchase rights
Grischelectra AG is classified as a joint arrangement. The company's business is selling electricity procurement rights. Based on the interest of 11 per cent and other votes granted through a guaranteed proxy, Repower manages the company together with Canton Graubünden. Repower procures 100 per cent of the energy bundled in Grischelectra AG from hydropower in return for reimbursement of the generation costs. From an economic perspective, Repower is indirectly responsible for Grischelectra's liabilities. The holding in Grischelectra was classified as a joint operation. In contrast to the shares held, Repower includes 100 per cent of the company assets, debts, expenses and earnings in its consolidated financial statements.