1 Accounting and valuation principles
Repower Group prepares its financial statements in accordance with the entire Accounting and Reporting Recommendations (Swiss GAAP FER), providing a true and fair view of the assets, liabilities, financial position and profit or loss of the Repower Group.
The disclosure of accruals and deferrals for goods and services delivered or received but not yet invoiced was changed (see the section entitled “2 Correction of accounting error”).
In individual cases roundings can mean that figures in this report do not add up to the exact total specified, and that the specified percentages do not exactly result from the stated figures.
2 Correction of accounting errors and changes in presentation
In 2019 Repower corrected an accounting error. Accruals and deferrals for goods and services delivered or received but not yet invoiced, previously recognised in trade accounts receivable and payable, are now recognised in prepaid expenses and accrued income/deferred income and accrued expenses. In making this change, Repower is adhering to the minimum format recommended in Swiss GAAP FER 3 Presentation and format. According to the Swiss GAAP FER Framework, the prior year figures affected must be restated. The consequences are as follows:
There are reclassifications within current assets and current liabilities.
Cash flow from operating activities remains unchanged.
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
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. 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.
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. Grischelectra AG is a joint venture.
Under the contractual arrangements governing the interests in Kraftwerk Morteratsch AG and Terra di Conte S.r.l., all relevant decisions must be made unanimously. Kraftwerk Morteratsch AG and Terra di Conte S.r.l. are joint ventures.
ADDITIONS TO THE SCOPE OF CONSOLIDATION
There were no additions to the scope of consolidation in 2019.
In 2018 Repower acquired an interest of 65 per cent in Repower Renewable S.p.A., which for its part has holdings in hydro-, solar and wind power assets, by way of a contribution of the existing group companies SEA S.p.A. and REC S.r.l. and a cash payment.
The table below summarises the material amounts booked for assets and liabilities acquired on the date of acquisition, plus the purchase price and goodwill resulting from the acquisition.
The goodwill was capitalised as intangible assets and will be amortised over a period of five years.
TRANSITION FROM THE EQUITY METHOD TO RECOGNITION AT COST
In March 2019 Engie New Business acquired an interest in tiko Energy Solutions AG by way of a unilateral capital increase. Repower’s interest in tiko Energy Solutions AG declined from 35.0 to 19.85 per cent. The existing investment and loan receivable that compose the net investment in the company are recognised at cost; the recognised value is based on the equity value of Repower’s interest in the company at the moment the significant influence ceased to be exercised. Impairment of CHF 4,481 thousand on the investment and loan receivable resulting from the application of the equity method was reversed.
TRANSITION FROM FULL CONSOLIDATION TO EQUITY METHOD
At the end of November 2019, energy services companies EcoWatt AG, Sacin AG and SWIBI AG merged, commencing joint operations as esolva ag on 1 December 2019.
In the run-up to the merger, to create the target shareholder structure Repower sold 10 per cent of its shares in SWIBI AG to one of the participating shareholders for CHF 2,486 thousand. With effect 30 September 2019 the previous shareholders of EcoWatt AG and Sacin AG deposited their shares in return for new shares in SWIBI AG. Repower AG’s interest in the capital and votes of SWIBI declined from 76.58 per cent to 42.05 per cent. The investment is no longer fully consolidated, but is recognised in the consolidated financial statements as an associate.
The investment in the associate is initially recognised in the transitional consolidation according to the proportional carrying value (CHF 2,396 thousand) of the net assets of SWIBI AG measured at the time of disposal. The investment is then recorded in accordance with the equity method.
The transitional consolidation gives income of CHF 518 thousand, disclosed in the consolidated income statement under other operating income. Net cash outflow of CHF 2,313 thousand is disclosed in the cash flow statement in disposals of group companies (less cash and cash equivalents) under cash flow from investing activities.
The material balance sheet effects are shown in the following table:
CHANGES IN THE OWNERSHIP INTERESTS WITHOUT LOSS OF CONTROL
On 1 January 2019 the wholly-owned subsidiary Lagobianco SA was merged into Repower AG.
In 2019, non-controlling interests were acquired in ESE Salento S.r.l. and ESE Nurra S.r.l. The net cash outflow of CHF 554 thousand is offset by non-controlling interests of CHF 700 thousand. The difference was allocated to the majority shareholder’s capital.
In connection with the acquisition of Repower Renewable S.p.A. in the 2018 financial year, the group’s interest in SEA S.p.A. and REC S.r.l. has declined to 65 per cent.
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 5 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:
CASH FLOW STATEMENT
The cash and cash equivalents fund form the basis of the consolidated cash flow statement. Cash flow from operating activities is calculated by the indirect method.
4 Valuation principles
Tangible assets are initially recognised at the lower of cost (acquisition or manufacturing cost). Repower capitalises borrowing costs if construction takes more than one year and it is a major investment project. For the purposes of subsequent measurement, Repower does scheduled straight-line amortisation over the expected useful life. Estimated useful lives are calculated in accordance with the recommendations of the Association of Swiss Electricity Companies and are within the following ranges for each category:
Intangible assets are initially recognised at the lower of cost (acquisition or manufacturing cost). Provided the prerequisites for capitalisation are met, intangible assets generated internally are capitalised. Amortisation is done on a straight-line basis. The estimated useful lives for the individual categories are within the following ranges:
The useful lives of concession rights and rights of use are determined by the relevant contractual provisions.
Assets are tested for impairment on every balance sheet date. If there is evidence of impairment, an impairment test is carried out to calculate the recoverable value. The recoverable value is the higher of net selling price and value in use. If the carrying amount exceeds the recoverable value, an adjustment is made in the income statement by way of unscheduled amortisation. If there is a material improvement in the facts considered while calculating the recoverable value, an impairment recognised in earlier reporting periods will be fully or partially reversed in the income statement, with the exception of goodwill.
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Investments in associates and joint ventures are recognised using the equity method. Any goodwill is a component of the interest in the entity.
Financial assets comprise securities and loans extended for the purposes of long-term investment, and derivatives. Non-current securities and loans are recognised at cost less any impairment. Derivatives are recognised at current values.
Deferred taxes are calculated on the basis of balance sheet temporary differences. Temporary differences between the values of balance sheet positions determined in accordance with Swiss GAAP FER principles and those determined in accordance with tax law form the basis for recognising deferred income tax assets and liabilities. Given the uncertainty involved in offsetting loss carryforwards against future earnings, deferred taxes are not capitalised.
Inventories are goods used in the regular course of business for the purposes of disposal, manufacturing goods or providing services. They are initially recognised at the lower of cost (acquisition or manufacturing cost). The closing inventory is valued at the lower of average cost or net market price. Settlement discounts received are recognised as financial income.
Repower provides services for third parties. Individually not-material contracts are recognised under inventories recognised at acquisition or production cost.
RECEIVABLES FROM GOODS AND SERVICES
Receivables from goods and services comprise receivables from business activities where the delivery or service has already been fulfilled but the debtor’s payment has not been received. Receivables are measured at nominal value taking due account of necessary impairment.
Individually material orders for Repower in the context of its service business, are recognised as other receivables in proportion to revenues, net of any amounts already invoiced and prepayments received, provided the relevant requirements of FER 22 Long-term contracts are met. The percentage of completion for application of the percentage of completion method is calculated individually for each contract using the cost to cost method.
This item still contains all other current receivables. They are measured at nominal value taking due account of necessary impairment.
PREPAID EXPENSES AND ACCRUED INCOME/DEFERRED INCOME AND ACCRUED EXPENSES
Prepaid expenses and accrued income/deferred income and accrued expenses are designed to ensure that assets and liabilities at the balance sheet date are presented correctly and that income and expense are recognised on an accrual basis in the income statement.
In particular, goods and services delivered or received but not yet invoiced are recognised in prepaid expenses and accrued income/deferred income and accrued expenses.
Securities comprise shares, bonds and fund units as well as derivatives and short-term investments. Both initial and subsequent measurement is done at current values. If no current value is available, non-current securities are valued no higher than their acquisition costs less any impairments.
REPLACEMENT VALUES FOR HELD-FOR-TRADING POSITIONS
Contracts in the form of forward transactions (forwards and futures) conducted with the intention of achieving a trading profit or margin are treated as derivative financial instruments and recognised as held-for-trading positions or replacement values. On the balance sheet date, all open derivative financial instruments from energy trading transactions are measured at fair value through profit or loss, and the positive and negative replacement values are recognised under assets and liabilities. Positive replacement values represent receivables. Negative replacement values represent liabilities. The replacement value is the difference in price compared to the closing price.
The open contracts are measured on the basis of market data from electricity exchanges (e.g. EEX Leipzig). For contracts for which no liquid market exists, measurement is based on a valuation model.
Current transactions are offset at positive and negative replacement value if the respective contract terms provide for this and the intention to offset exists and is legally permitted.
Realised and unrealised income from held-for-trading positions is recognised as net sales from goods and services.
CASH AND CASH EQUIVALENTS
The cash and cash equivalents item comprises cash, sight deposits at banks and other financial institutions (e.g. PostFinance) and cash equivalents, provided they are held as a cash reserve, are highly liquid and convertible to cash at short notice, and are subject to only negligible fluctuations in value. Cash equivalents have a maximum residual term to maturity at the balance sheet date. Fixed-term deposits callable at short notice with an agreed term of more than 90 days are likewise deemed to be cash equivalents, provided that on the balance sheet date they are available for payment purposes by termination within 90 days.
A provision is a probable liability based on an event that occured before the balance sheet date; the amount of the liability and/or the date on which it will fall due is uncertain but can be estimated. Provisions are recognised for actual and statutory obligations and for impending risks and losses. Existing provisions are remeasured on every balance sheet date. Provisions are divided into current provisions (due within twelve months) and non-current provisions (due after twelve months). If there is a material time factor involved, the provision is discounted.
Financial liabilities comprise both financing activities and derivatives, and are recognised at nominal or current values. Any differences between the acquisition cost and the redemption value of bonds or registered bonds are amortised on a straight-line basis over the term of the instruments. Interest accrued but not yet charged is accrued and recognised as deferred income and accrued expenses on the balance sheet date. Depending on the term, it is recognised under non-current or current financial liabilities.
OTHER NON-CURRENT LIABILITIES
Other non-current liabilities comprise all liabilities not belonging to the other categories that are not due within twelve months after the balance sheet date. In particular, under this item Repower recognises received connection fees and grid cost contributions, which are charged to profit or loss over a period of 35 years.
LIABILITIES FROM GOODS AND SERVICES
Payables from goods and services are current liabilities with a remaining term of less than twelve months arising from deliveries, work performances, services, lease agreements, etc.). They are recognised at nominal values.
OTHER CURRENT LIABILITIES
This item comprises all other current liabilities that cannot be assigned to payables from goods and services. They are recognised at nominal values.
On the balance sheet date, employees of Repower AG in Switzerland were members of the PKE Vorsorgestiftung Energie pension fund. This is a legally independent pension fund operating as a defined contribution plan in accordance with the Federal Law on Occupational Pensions for Old Age, Survivors and Disability (BVG). Pension benefit obligations are measured and recognised in accordance with Swiss GAAP FER 16. The economic impacts of pension institutions on the entity are either economic benefits or economic obligations. Economic benefits and economic obligations are evaluated at the balance sheet date and recognised in the entity’s financial statements. Employer contribution reserves are recognised at nominal or present value as financial assets.
A peculiarity of Italian law is the payment of severance pay. This corresponds to around one month’s pay for every year of employment, and must be paid in all cases when an employment relationship is terminated. The provision for this obligation is calculated according to a recognised method specific to the country, and the change is recognised in personnel expenses.
CASH FLOW HEDGES
Derivative transactions entered into for the purpose of hedging cash flows with a high probability of occurrence are not recorded on the balance sheet, but are disclosed in the notes.
A lease is an agreement whereby certain goods are ceded for the use of the lessee in return for a payment. A distinction is made between finance and operating leases. A finance lease is defined as a lease that transfers all material risks and rewards of ownership to the lessee. Otherwise the lease is deemed to be an operating lease. The asset leased under a finance lease is recognised as tangible assets and financial liabilities. Lease instalments paid are apportioned between the finance charge and the reduction in the outstanding liability. Assets leased under operating leases are not recognised on the balance sheet. Paid and received leasing instalments are recognised in the period in which they occur.
Contingent assets and liabilities are measured at the balance sheet date and disclosed in the notes. If an outflow of funds without a simultaneous usable inflow of funds is probable and estimable, a corresponding provision is recognised.
TRANSACTIONS WITH RELATED PARTIES
Related parties (natural persons and legal entities) are parties which can directly or indirectly exert a significant influence on the group’s financial and operational decisions. Organisations that for their part are directly or indirectly controlled by related parties are likewise deemed to be related. All material transactions and resulting balances or liabilities vis-à-vis related parties are disclosed in these consolidated financial statements.