9 Disclosures of interests in other entities
TYPE OF INTEREST AND NUMBER
|
31.12.2016 |
31.12.2015 |
|
|
|
Subsidiaries |
25 |
32 |
of which domestic |
7 |
8 |
of which foreign |
18 |
24 |
|
|
|
Associates |
5 |
6 |
of which domestic |
3 |
4 |
of which foreign |
2 |
2 |
|
|
|
Joint ventures |
1 |
- |
of which domestic |
1 |
- |
of which foreign |
- |
- |
|
|
|
Joint operations |
1 |
1 |
of which domestic |
1 |
1 |
of which foreign |
- |
- |
Changes in the ownership interests without loss of control
Elbe Finance Holding Verwaltungs-GmbH and Repower Deutschland GmbH merged with effect 1 January 2016, with Repower Deutschland GmbH absorbing the other company. The company that disappeared with the merger was wholly owned by the Group before the combination. In the 2016 financial year the assets and liabilities of Elbe Finance Holding GmbH & Co. KG were merged with Elbe Beteiligungs AG in liquidation.
In the 2016 financial year Repower sold another 2 per cent of its interest in Repartner Produktions AG to outside energy utilities. The net cash inflow of TCHF 2,046 is offset against minority interests of TCHF 1,402. The difference of TCHF 644 was allocated to the majority shareholder’s capital.
Consequences of the loss of subsidiary control
In the 2016 financial year the companies connecta ag and Repower Furnizare România S.r.l. were sold. SEI S.p.A., Repower Macedonia DOOEL Skopje and Repower Adria d.o.o. were wound up. For these disposals a translation loss of TCHF 1,327 net was reclassified to profit or loss (see Note 25).
Change in associates
In the 2016 financial year the associate Rhiienergie AG was sold.
SUBSIDIARIES
List of fully consolidated companies as at 31 December 2016 and 2015.
Company |
Head office |
Currency |
Issued capital |
Holding 31.12.2016 |
Holding 31.12.2015 |
Purpose |
|
|
|
|
|
|
|
Repower AG |
Brusio |
CHF |
7,390,968 |
- |
- |
H/G/C/E/S |
connecta ag |
Ilanz |
CHF |
- |
0.00% |
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 |
57.00% |
59.00% |
G/PC |
Elbe Finance Holding GmbH & Co KG |
Dortmund |
EUR |
- |
0.00% |
100.00% |
H |
Elbe Finance Holding Verwaltungs-GmbH |
Dortmund |
EUR |
- |
0.00% |
100.00% |
H |
Repower Deutschland GmbH |
Dortmund |
EUR |
25,000 |
100.00% |
100.00% |
C |
Repower Wind Deutschland GmbH |
Dortmund |
EUR |
25,000 |
57.00% |
59.00% |
H |
Repower Wind Prettin GmbH |
Dortmund |
EUR |
25,000 |
57.00% |
59.00% |
G |
Repower Wind Lübbenau GmbH |
Dortmund |
EUR |
25,000 |
57.00% |
59.00% |
G |
Repower Italia S.p.A. |
Milan |
EUR |
2,000,000 |
100.00% |
100.00% |
E |
Repower Vendita Italia S.p.A. |
Milan |
EUR |
4,000,000 |
100.00% |
100.00% |
C |
SET S.p.A. |
Milan |
EUR |
120,000 |
61.00% |
61.00% |
G |
Energia Sud S.r.l. |
Milan |
EUR |
1,500,000 |
100.00% |
100.00% |
G |
SEA S.p.A. |
Milan |
EUR |
120,000 |
100.00% |
100.00% |
G |
REC S.r.l. |
Milan |
EUR |
10,000 |
100.00% |
100.00% |
PC |
MERA S.r.l. |
Milan |
EUR |
100,000 |
100.00% |
100.00% |
PC |
SEI S.p.A. |
Milan |
EUR |
- |
0.00% |
57.50% |
PC |
Immobiliare Saline S.r.l. |
Milan |
EUR |
10,000 |
100.00% |
100.00% |
RE |
REV S.r.l. |
Milan |
EUR |
10,000 |
100.00% |
100.00% |
S |
Energia Eolica Pontremoli S.r.l. |
Milan |
EUR |
50,000 |
100.00% |
100.00% |
PC |
Repower Trading Česká republika s.r.o. v likvidaci |
Prague |
CZK |
3,000,000 |
100.00% |
100.00% |
E |
S.C. Repower Vanzari Romania S.R.L. |
Bucharest |
RON |
165,000 |
100.00% |
100.00% |
E |
Repower Serbia d.o.o. - u likvidaciji |
Belgrad |
EUR |
20,000 |
100.00% |
100.00% |
E |
Repower Macedonia DOOEL Skopje - vo likvidacija |
Skopje |
EUR |
- |
0.00% |
100.00% |
E |
Repower Adria d.o.o "u likvidaciji" |
Sarajevo |
BAM |
- |
0.00% |
100.00% |
E |
Repower Hrvatska d.o.o. u likvidaciji |
Zagreb |
HRK |
366,000 |
100.00% |
100.00% |
E |
Repower Furnizare România S.r.l. |
Bucharest |
RON |
- |
0.00% |
100.00% |
E |
Key:
E Energy business
C Customer (supply/sales)
RE Real estate
G Generation company
H Holding or purchase rights
S Services
PC Project company
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
|
2016 |
2015 |
|
SET S.p.A. |
SET S.p.A. |
CHF thousands |
|
|
|
|
|
Non-controlling interest |
39% |
39% |
|
|
|
Balance sheet at 31.12. |
|
|
Non-current assets |
129,194 |
129,741 |
Current assets |
38,641 |
47,446 |
Non-current financial liabilities |
–86,434 |
–94,238 |
Other non-current liabilities |
–263 |
–281 |
Current financial liabilities |
–2,898 |
–2,825 |
Other current liabilities |
–42,070 |
–54,084 |
Share of equity attributable to Repower shareholders and participants |
–22,064 |
–15,713 |
Share of equity attributable to non-controlling interests |
–14,106 |
–10,046 |
|
|
|
Income statement |
|
|
Revenues |
107,822 |
80,426 |
Expenses |
–97,061 |
–119,108 |
Net result |
10,761 |
–38,682 |
|
|
|
Share of Group profit attributable to Repower shareholders and participants |
6,564 |
–23,596 |
Share of Group profit attributable to non-controlling interests |
4,197 |
–15,086 |
|
|
|
Share of profit or loss and other comprehensive income attributable to Repower shareholders and participants |
–214 |
–4,699 |
Share of profit or loss and other comprehensive income attributable to non-controlling interests |
–137 |
–3,004 |
|
|
|
Share of profit or loss and comprehensive income attributable to Repower shareholders and participants |
6,350 |
–28,295 |
Share of profit or loss and comprehensive income attributable to non-controlling interests |
4,060 |
–18,090 |
|
|
|
Dividends payment to non-controlling interests |
- |
- |
|
|
|
Cash flow from operating activities |
10,498 |
7,920 |
Cash flow from investing activities |
–118 |
–116 |
Cash flow from financing activities |
–7,730 |
–4,902 |
Effect of currency translations |
–112 |
–544 |
Total cash flow |
2,538 |
2,358 |
ASSOCIATES AND JOINT VENTURES
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 |
Swisscom Energy Solutions AG |
Ittigen |
CHF |
13,342,325 |
35.00% |
31.12. |
S |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
Head office |
Currency |
Issued capital |
Holding |
Closing date |
Purpose |
|
|
|
|
|
|
|
Kraftwerk Morteratsch AG |
Pontresina |
CHF |
500,000 |
10.00% |
31.12. |
G |
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 and joint ventures
|
2016 |
2015 |
CHF thousands |
|
|
|
|
|
Carrying amounts at 1 January |
24,272 |
34,866 |
Investments |
100 |
- |
Reclass of active loans |
371 |
768 |
Disposals |
–3,779 |
- |
Dividends |
–196 |
–203 |
Effect of currency translations |
–34 |
–841 |
Share of result |
1,247 |
–9,545 |
Actuarial profit/loss |
10 |
–575 |
Impairments |
–1,463 |
–198 |
Carrying amounts at 31 December |
20,528 |
24,272 |
|
|
|
Decrease of active loans |
|
|
1 January |
–3,708 |
–34 |
|
|
|
Share of result |
–3,030 |
–3,247 |
Actuarial profit/loss |
287 |
–427 |
31 December |
–6,451 |
–3,708 |
|
|
|
Share of equity of associates and joint ventures at 31 December |
14,077 |
20,564 |
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 6,451 in excess of the carrying value of the holding was netted with the existing loan.
Disposals amounting to TCHF 3,779 related to the sale of the interest in Rhiienergie AG in the Market Switzerland segment. This resulted in income of TCHF 98 that is disclosed under financial income. The transaction resulted in a cash inflow of CHF 3,877.
In 2016 Repower joined forces with Reichmuth Infrastruktur Schweiz KGK to establish Kraftwerk Morteratsch AG for the construction and operation of the Morteratsch hydropower plant. The establishment of the company in cash entailed investment of TCHF 100 on Repower’s part. Reichmuth has financed 90 per cent of the company and Repower 10 per cent. Under the terms of the agreement, all relevant decisions have to be made unanimously. Kraftwerk Morteratsch AG is a joint venture.
In 2016 an impairment requirement was identified at Aerochetto S.r.l., assigned to the Market Italy segment, with an impairment loss of TCHF 1,463 recognised in the consolidated financial statements under the share of results of associates. The reason for the impairment is that the expected revenues on wind power fail to cover the pro-rata value of the interest. The generation asset is valued on the basis of its value in use calculated on a discounted cash flow basis. The pro-rata value in use comes to TCHF 2,745. WACC before tax is 10.1 per cent.
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.
Associated partner works, other associates and joint ventures are each presented together.
Key figures for associated partner plants
|
2016 |
2015 |
2016 |
2015 |
|
Gross values |
Gross values |
Repower share |
Repower share |
CHF thousands |
|
|
|
|
|
|
|
|
|
Balance sheet at 31.12. |
|
|
|
|
Non-current assets |
921,242 |
882,207 |
62,177 |
59,485 |
Current assets |
55,234 |
51,609 |
3,777 |
3,527 |
Pension provisions |
–13,566 |
–13,079 |
–882 |
–850 |
Non-current financial liabilities |
–540,000 |
–365,491 |
–36,300 |
–24,109 |
Other non-current liabilities |
–132,125 |
–154,247 |
–9,247 |
–10,797 |
Current financial liabilities |
–25,000 |
–155,000 |
–1,650 |
–10,800 |
Other current liabilities |
–57,459 |
–57,306 |
–3,830 |
–3,786 |
Equity of associate partner plants at 31 December |
208,326 |
188,693 |
14,045 |
12,670 |
|
|
|
|
|
Income statement |
|
|
|
|
Revenues |
289,835 |
300,902 |
19,930 |
20,715 |
Expenses |
–227,976 |
–355,941 |
–15,738 |
–24,656 |
Depreciation and impairments |
–45,698 |
–53,482 |
–3,105 |
–3,652 |
Interest income |
25,821 |
1,445 |
1,801 |
94 |
Interest expense |
–17,581 |
–32,255 |
–1,195 |
–2,220 |
Income taxes |
–2,753 |
7,749 |
–180 |
503 |
|
|
|
|
|
Gain or loss |
21,648 |
–131,582 |
1,513 |
–9,216 |
|
|
|
|
|
Other comprehensive income |
156 |
–8,854 |
10 |
–575 |
|
|
|
|
|
Comprehensive income |
21,804 |
–140,436 |
1,523 |
–9,791 |
Key figures for other associates
|
2016 |
2015 |
2016 |
2015 |
|
Gross values |
Gross values |
Repower share |
Repower share |
CHF thousands |
|
|
|
|
|
|
|
|
|
Balance sheet at 31.12. |
|
|
|
|
Non-current assets |
50,508 |
78,798 |
19,784 |
28,005 |
Current assets |
18,768 |
23,886 |
7,399 |
7,977 |
Non-current liabilities |
–69,038 |
–67,722 |
–25,844 |
–24,893 |
Current liabilities |
–3,535 |
–9,055 |
–1,392 |
–3,195 |
Equity of other associates at 31 December |
–3,297 |
25,907 |
–53 |
7,894 |
|
|
|
|
|
Income statement |
|
|
|
|
Revenues |
28,490 |
28,127 |
8,843 |
8,658 |
Expenses |
–41,769 |
–39,252 |
–13,588 |
–12,432 |
|
|
|
|
|
Gain or loss |
–13,279 |
–11,125 |
–4,745 |
–3,774 |
|
|
|
|
|
Other comprehensive income |
819 |
–1,219 |
287 |
–427 |
|
|
|
|
|
Comprehensive income |
–12,460 |
–12,344 |
–4,458 |
–4,201 |
Key figures for joint ventures
|
2016 |
2015 |
2016 |
2015 |
|
Gross values |
Gross values |
Repower share |
Repower share |
CHF thousands |
|
|
|
|
|
|
|
|
|
Balance sheet at 31.12. |
|
|
|
|
Current assets |
3,924 |
- |
392 |
- |
Non-current liabilities |
–3,000 |
- |
–300 |
- |
Current liabilities |
–70 |
- |
–7 |
- |
Equity of joint ventures at 31 December |
854 |
- |
85 |
- |
|
|
|
|
|
Income statement |
|
|
|
|
Revenues |
7 |
- |
1 |
- |
Expenses |
–152 |
- |
–15 |
- |
|
|
|
|
|
Gain or loss |
–145 |
- |
–14 |
- |
|
|
|
|
|
Other comprehensive income |
- |
- |
- |
- |
|
|
|
|
|
Comprehensive income |
–145 |
- |
–14 |
- |
Reconciliation of the share of equity of associates and joint ventures at 31 December
|
2016 |
2015 |
|
Repower share |
Repower share |
CHF thousands |
|
|
|
|
|
Share of equity of associate partner plants |
14,045 |
12,670 |
Share of equity of other associates |
–53 |
7,894 |
Share of equity of joint ventures |
85 |
- |
Share of equity of associates and joint ventures at 31 December |
14,077 |
20,564 |
JOINT OPERATIONS
Joint operations |
Head office |
Currency |
Issued capital |
Holding |
Closing date |
Purpose |
|
|
|
|
|
|
|
Grischelectra AG |
Chur |
CHF |
1,000,000 (20% paid in) |
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.