2 Consolidation

Scope of consolidation

The present consolidated financial statements encompass the financial statements of Repower AG and all investments where Repower holds, directly or indirectly, more than 50 per cent of the votes or can exercise control in some other way. These investments are fully consolidated. Associated organisations and joint ventures are included in the financial statements in accordance with the equity method.

Overview of subsidiaries, associates and joint ventures

Company

Head office

Currency

Issued capital in thousands

Holding 31.12.2017

Holding 31.12.2016

Method 1)

 

 

 

 

 

 

 

Repower AG

Brusio

CHF

7,391

-

-

F

Ovra electrica Ferrera SA

Trun

CHF

3,000

49.00%

49.00%

F

SWIBI AG

Landquart

CHF

500

76.58%

76.68%

F

Alvezza SA in Liquidation

Disentis

CHF

500

62.00%

62.00%

F

Elbe Beteiligungs AG in Liquidation 2)

Poschiavo

CHF

1,000

0.00%

100.00%

F

Lagobianco SA

Poschiavo

CHF

1,000

100.00%

100.00%

F

Repartner Produktions AG

Poschiavo

CHF

20,000

51.00%

57.00%

F

Repower Deutschland GmbH

Dortmund

EUR

11,525

100.00%

100.00%

F

Repower Wind Deutschland GmbH 3)

Dortmund

EUR

25

0.00%

57.00%

F

Repartner Wind GmbH 3)

Dortmund

EUR

25

51.00%

57.00%

F

Repower Wind Lübbenau GmbH 3)

Dortmund

EUR

25

0.00%

57.00%

F

Repower Italia S.p.A.

Milan

EUR

2,000

100.00%

100.00%

F

Repower Vendita Italia S.p.A.

Milan

EUR

4,000

100.00%

100.00%

F

SET S.p.A.

Milan

EUR

120

61.00%

61.00%

F

Energia Sud S.r.l.

Milan

EUR

1,500

100.00%

100.00%

F

SEA S.p.A.

Milan

EUR

120

100.00%

100.00%

F

REC S.r.l.

Milan

EUR

10

100.00%

100.00%

F

MERA S.r.l.

Milan

EUR

100

100.00%

100.00%

F

Immobiliare Saline S.r.l.

Milan

EUR

10

100.00%

100.00%

F

REV S.r.l.

Milan

EUR

10

100.00%

100.00%

F

Energia Eolica Pontremoli S.r.l. 2)

Milan

EUR

50

0.00%

100.00%

F

Repower Trading Česká republika s.r.o. v likvidaci 2)

Prague

CZK

3,000

0.00%

100.00%

F

S.C. Repower Vanzari Romania S.R.L. 2)

Bucharest

RON

165

0.00%

100.00%

F

Repower Serbia d.o.o. - u likvidaciji 2)

Belgrad

EUR

20

0.00%

100.00%

F

Repower Hrvatska d.o.o. u likvidaciji 2)

Zagreb

HRK

366

0.00%

100.00%

F

EL.IT.E. S.p.A

Milan

EUR

3,889

46.55%

46.55%

E

Aerochetto S.r.l.

Catania

EUR

2,000

39.00%

39.00%

E

Swisscom Energy Solutions AG

Ittingen

CHF

13,342

35.00%

35.00%

E

Kraftwerk Morteratsch AG 4)

Pontresina

CHF

500

10.00%

10.00%

E

Grischelectra AG 5)

Chur

CHF

1,000

11.00%

11.00%

E

1) Key: F Fully consolidated, E Equity Method

2) Company liquidated in 2017.

3) Repower Wind Prettin GmbH was renamed Repartner Wind GmbH. Repower Wind Deutschland GmbH and Repower Wind Lübbenau GmbH were merged into Repartner Wind GmbH.

4) Repower AG holds 10% of the share capital and 35.7% of the voting rights of Kraftwerk Morteratsch AG.

5) Only 20 percent of the issued capital has been paid in.

All subsidiaries, associates and joint ventures with the exception of Grischelectra AG, which closes its accounts on 30 September, close their accounts at the end of the calendar year.

Ovra electrica Ferrera SA, Trun, is a power plant company in which the local municipality holds a 51 per cent stake. Repower bears full operating responsibility for this company and sells 100 per cent of the energy generated on the market. Repower thus exercises overall control and Ovra electrica Ferrera SA is fully consolidated.

In contrast to the share capital held, Repower exercises 30 per cent of the votes in Grischelectra AG and on the basis of contractual arrangements controls Grischelectra AG in conjunction with Canton Graubünden.

Under the contractual arrangements governing the interest in Kraftwerk Morteratsch AG, all relevant decisions must be made unanimously. Kraftwerk Morteratsch AG is a joint venture.

Changes in the ownership interests without loss of control

Repower Wind Deutschland GmbH, Repartner Wind GmbH (formerly Repower Wind Prettin GmbH) and Repower Wind Lübbenau GmbH merged with effect 1 January 2017, with Repartner Wind GmbH absorbing the other companies.

In the 2017 financial year Repower sold another 6 per cent of its interest in Repartner Produktions AG to the shareholder EKZ. The cash inflow of TCHF 5,721 is offset against minority interests of TCHF 2,902. The difference of TCHF 2,819 was allocated to the majority shareholder’s capital. Repower likewise sold 0.1 per cent of its interest to Swibi AG. Minority interests of TCHF 6 are offset against sales proceeds of TCHF 24. The difference of TCHF 18 was allocated to the majority shareholder’s capital.

In 2016 Repower sold another 2 per cent of its interest in Repartner Produktions AG to outside energy utilities. The cash inflow of TCHF 2,046 is offset against minority interests of TCHF 1,842. The difference of TCHF 204 was allocated to the majority shareholder’s capital.

Consequences of the loss of subsidiary control

In 2017 the companies Elbe Beteiligungs AG in Liquidation, Energia Eolica Pontremoli S.r.l., Repower Trading Česká republika s.r.o. v likvidaci, S.C. Repower Vanzari Romania S.R.L., Repower Serbia d.o.o. - u likvidaciji and Repower Hrvatska d.o.o. u likvidaciji were liquidated. Translation losses of TCHF 19 from accumulated translation differences were reclassified directly to retained earnings.

In the 2016 financial year the fully consolidated companies connecta ag and Repower Furnizare Romania S.r.l. were sold.

The components of the balance sheets of the companies sold related to:

 

Total

CHF thousand

 

 

 

Book value of net assets over which control was lost

 

 

 

Non-current assets

5,098

 

 

Current assets

40,438

Inventories

13,560

Receivables

26,676

Prepaid expenses and accrued income

435

Cash and cash equivalents/overdraft facility

–233

 

 

Non-current liabilities

–207

 

 

Current liabilities

–26,752

Liabilities

–26,641

Deferred income and accrued expenses

–111

 

 

Net assets derecognised

18,577

 

 

Consideration received

 

Cash consideration received

21,304

Total consideration

21,304

 

 

Gain/loss on disposal

 

Total consideration

21,304

Net assets derecognised

–18,577

Gain/loss on disposal

2,727

 

 

Net cash inflow/outflow arising on disposal

 

Cash consideration received

21,304

Cash and cash equivalents disposed of

233

Net cash inflow/outflow arising on disposal

21,537

With the disposal of Repower Furnizare Romania S.r.l., translation gains of TCHF 5 from accumulated translation differences were reclassified to retained earnings.

SEI S.p.A., Repower Macedonia DOOEL Skopje and Repower Adria d.o.o. were liquidated. This resulted in translation losses of THCF 297 to be reclassified.

Consolidation method

Capital consolidation is done in accordance with the purchase method. When an entity is purchased, its assets and liabilities as of the date of acquisition are revalued in accordance with uniform group principles. Any remaining goodwill (the difference between the purchase price and the share of equity) is capitalised and amortised over five years or a maximum of 20 years. Assets and liabilities and income and expenses at fully consolidated entities are integrated in their entirety in the consolidated financial statements. Minority interests in the equity and minority interests in the profits of fully consolidated entities are stated separately.

Intragroup receivables and liabilities, income and expenses and investments are netted out and interim gains eliminated. Investments in associates and joint ventures are accounted for using the equity method.

Conversion of foreign currencies

Each group company determines the functional currency in which it draws up its individual financial statements. Company financial statements in foreign currencies are converted as follows: assets and liabilities at the closing rate on the balance sheet date, equity at historical rates. The income and cash flow statements are converted at the average rate for the year. The resulting translation differences are recognised directly in equity. On the disposal of entities, the translation differences attributable to them are reclassified in the consolidated statement of changes in equity from accumulated translation differences to retained earnings.

Foreign currency transactions contained in the individual financial statements of consolidated entities are converted at the relevant daily rate, and foreign currency balances are converted on the closing date at the closing rate on the balance sheet date. The resulting differences in rates are recognised in profit or loss.

The following exchange rates were used for the most important foreign currency:

 

 

Closing exchange rate

Average exchange rate

Currency

Unit

31.12.2017

31.12.2016

2017

2016

 

 

 

 

 

 

EUR

1

1.17020

1.07390

1.11194

1.09001

Cash flow statement

The cash and cash equivalents fund forms the basis of the consolidated cash flow statement. Cash flow from operating activities is calculated by the indirect method.