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 31.12.2021 |
Method 1) |
|
|
|
|
|
|
Repower AG |
Brusio |
CHF |
7,391 |
- |
F |
Ovra electrica Ferrera SA |
Trun |
CHF |
3,000 |
49.00% |
F |
Alvezza SA in Liquidation |
Disentis |
CHF |
500 |
62.00% |
F |
Repartner Produktions AG |
Poschiavo |
CHF |
20,000 |
51.00% |
F |
Repower Deutschland GmbH |
Olsberg |
EUR |
11,525 |
100.00% |
F |
Repartner Wind GmbH |
Olsberg |
EUR |
25 |
51.00% |
F |
Repower Italia S.p.A. |
Milan |
EUR |
2,000 |
100.00% |
F |
Repower Vendita Italia S.p.A. |
Milan |
EUR |
4,000 |
100.00% |
F |
SET S.p.A. |
Milan |
EUR |
120 |
61.00% |
F |
Energia Sud S.r.l. |
Milan |
EUR |
1,500 |
100.00% |
F |
SEA S.p.A. |
Milan |
EUR |
120 |
65.00% |
F |
REC S.r.l. |
Milan |
EUR |
10 |
65.00% |
F |
MERA S.r.l. |
Milan |
EUR |
100 |
100.00% |
F |
RESOL 1 S.r.l. |
Milan |
EUR |
10 |
100.00% |
F |
REV S.r.l. |
Milan |
EUR |
10 |
100.00% |
F |
Roma Gas & Power S.r.l. |
Rome |
EUR |
13 |
20.00% |
F |
Repower Renewable S.p.A. |
Venice |
EUR |
71,936 |
65.00% |
F |
Impianto Eolico Pian dei Corsi S.r.l. |
Venice |
EUR |
200 |
37.38% |
F |
ESE Cerignola S.r.l. |
Venice |
EUR |
100 |
65.00% |
F |
RES S.r.l. |
Venice |
EUR |
150 |
65.00% |
F |
Cramet Energie S.r.l. |
Venice |
EUR |
20 |
65.00% |
F |
ESE Terlizzi S.r.l. |
Venice |
EUR |
20 |
65.00% |
F |
ESE Salento S.r.l. |
Venice |
EUR |
10 |
65.00% |
F |
Elettrosud Rinnovabili S.r.l. |
Venice |
EUR |
10 |
65.00% |
F |
Quinta Energia S.r.l. |
Erice |
EUR |
50 |
65.00% |
F |
ESE Armo S.r.l. |
Venice |
EUR |
30 |
65.00% |
F |
ESE Nurra S.r.l. |
Venice |
EUR |
200 |
43.55% |
F |
Compagnia Energie Rinnovabili S.r.l. |
Venice |
EUR |
100 |
65.00% |
F |
Parco Eolico Buseto S.p.A. |
Erice |
EUR |
500 |
65.00% |
F |
ERA S.c.ar.l. |
Venice |
EUR |
30 |
64.99% |
F |
ESE Apricena S.r.l. |
Venice |
EUR |
30 |
65.00% |
F |
SOLIS S.r.l. |
Venice |
EUR |
10 |
65.00% |
F |
Repower Wind Offshore S.r.l. |
Venice |
EUR |
250 |
65.00% |
F |
1) Key: F Fully consolidated, E Equity Method
Company |
Head office |
Currency |
Issued capital in thousands |
Holding 31.12.2021 |
Method 1) |
|
|
|
|
|
|
Kraftwerk Morteratsch AG |
Pontresina |
CHF |
500 |
10.00% |
E |
Grischelectra AG 2) |
Chur |
CHF |
1,000 |
11.00% |
E |
Terra di Conte S.r.l. |
Lucera |
EUR |
10 |
32.50% |
E |
esolva ag |
Weinfelden |
CHF |
792 |
42.05% |
E |
EVUlution AG |
Poschiavo |
CHF |
1,000 |
42.75% |
E |
1) Key: F Fully consolidated, E Equity Method
2) 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. 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.
Repower holds a 20 per cent interest in Roma Gas & Power S.r.l. However, given that the remaining shares have been assigned as security, Repower can exercise 100 per cent of the voting rights, as well as having the contractually assured majority in the company’s board of directors. For this reason, Roma Gas & Power is fully consolidated.
The direct shareholdings in Impianto Eolico Pian dei Corsi S.r.l. and ESE Nurra S.r.l., come to 57.5 and 67.0 per cent respectively. These are subsidiaries.
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 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
On 4 November Repower Italia S.p.A. acquired Roma Gas & Power S.r.l., a company involved in the sale of electricity to retail consumers in the Market Italy segment.
The table below summarises the material recognised amounts of assets acquired and liabilities assumed, as well as the purchase price:
CHF thousand |
|
Market Italy |
TOTAL |
|
|
|
|
Intangible assets |
16 |
1,585 |
1,585 |
Other receivables |
22 |
349 |
349 |
Cash and cash equivalents |
26 |
13 |
13 |
Trade accounts payable |
31 |
–1,936 |
–1,936 |
Minorities |
|
–9 |
–9 |
Total net assets |
|
2 |
2 |
|
|
|
|
Cash consideration paid |
|
2 |
2 |
|
|
|
|
Acquired cash and cash equivalents |
|
–13 |
–13 |
Cash outflow from acquisition |
|
–11 |
–11 |
On 7 December 2021, Repower Renewable established Repower Wind Offshore S.r.l. The Repower Group’s interest in the fully consolidated company is 65%.
On 30 January 2020 Repower and additional partners established EVUlution AG with the goal of developing and marketing innovative products and services for energy utilities. The investment is initially recognised at CHF 428 thousand (see Note 17). Repower holds 42.75 per cent of the company, recognising it as an associate according to the share of equity.
In the first half of 2020 Repower Renewable acquired another 12 photovoltaic installations with total installed capacity of 14 MW by establishing SOLIS S.R.L. (on 6 March 2020), which in its turn bought ENERGEIA CODROIPO S.R.L and ENERGEIA VARMO S.R.L. (on 30 April 2020) and ENERGIA TRE S.R.L. (on 18 June 2020) and their existing installations in Italy. The acquisition belongs to the Market Italy segment.
With effect 31 December 2020, Repower acquired the company Windpark Bestwig-Berlar GmbH & Co. KG in North Rhine-Westphalia. With the withdrawal of the general partner, the assets of the company accrued to the acquirer, Repower Wind Deutschland GmbH, as the sole remaining shareholder, and the acquired company ceased to exist. The acquisition belongs to the Market Switzerland segment.
The table below summarises the material recognised amounts of assets acquired and liabilities assumed as well as the purchase prices of the companies acquired in 2020.
CHF thousand |
|
Market Italy |
Market Switzerland |
TOTAL |
|
|
|
|
|
Tangible assets |
15 |
61,417 |
10,732 |
72,149 |
Financial assets |
18 |
265 |
- |
265 |
Trade accounts receivable |
21 |
583 |
- |
583 |
Other receivables |
22 |
2,444 |
375 |
2,819 |
Prepaid expenses and accrued income |
23 |
1,505 |
186 |
1,691 |
Cash and cash equivalents |
26 |
2,740 |
234 |
2,974 |
Current and non-current provisions |
27 |
–35 |
–679 |
–714 |
Deferred tax liabilities |
28 |
–3,469 |
- |
–3,469 |
Non-current financial liabilities |
29 |
–26,721 |
–3,450 |
–30,171 |
Trade accounts payable |
31 |
–1,496 |
- |
–1,496 |
Other current liabilities |
32 |
–579 |
–864 |
–1,443 |
Deferred income and accrued expenses |
33 |
–746 |
- |
–746 |
Total net assets |
|
35,908 |
6,534 |
42,442 |
|
|
|
|
|
Cash consideration paid |
|
35,908 |
6,633 |
42,541 |
Purchase price adjustment |
|
- |
–99 |
–99 |
Purchase price |
|
35,908 |
6,534 |
42,442 |
|
|
|
|
|
Acquired cash and cash equivalents |
|
–2,740 |
–234 |
–2,974 |
Cash outflow from acquisition |
|
33,168 |
6,399 |
39,567 |
Changes in the ownership interests without loss of control
With effect 1 January 2021, the companies ESE Castelguglielmo S.r.l., Energeia Codroipo S.r.l., Energeia Varmo S.r.l. and Energia Tre S.r.l. were merged into Solis S.r.l.
Disposal of associates
In the 2021 financial year all interests in the associates EL.IT.E. S.p.A. and Aerochetto S.r.l. were sold. The resulting profit of CHF 1,830 thousand and cash flow of CHF 9,733 thousand are recognised under other operating income and cash flow from investing activities respectively.
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 |
31.12.2021 |
31.12.2020 |
2021 |
2020 |
|
|
|
|
|
|
EUR |
1 |
1.03310 |
1.08020 |
1.08153 |
1.07037 |
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.