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.

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