Curriculum Vitae of Michael A. Germann Certified Public Accountant as Interim Manager in Controlling, Finance & Accounting Member of the Association of German Interim Manager e.V. www.mgermann.de Michael A. Germann, Certified Public Accountant Gaußring 56, 85609 Aschheim Mobile : 0179/671-0925; Tel : 089/9089-9396; Fax 089/ 9096-9032 e-mail : interim@mgermann.de Web: www.mgermann.de Personal Information Born : Nationality : Civil Status : 4. March, 1964 in Hamilton, Ontario, Canada Canadian, with German permanent resident status Married, One Daughter, 21 Years of Age Summary of Skills and Experience Over 27 years of professional experience at the management level in Accounting, Controlling, Consolidations, Process Optimisation, IFRS, US GAAP and SOx; As an Interim Manager since October 2006, I gain quick traction and focus; Clients sharing the common denominator “Change” with solution-orientation in a commercial environment; Perform post-acquisition integration of German companies acquired by foreign parent, providing a transatlantic understanding of necessary changes and approaches in such industries as Automotive, High Tech, Machinery, Production and Wholesale/Retail; More than a decade of experience in team building and project management as Audit Manager in Germany, Russia and Canada; Gained broad experience as Finance Director with Start Up companies including budgeting, controlling, treasury including cash flow and currency management, internal and external reporting, human resources and contract reviews; Hold a breath of industrial and group accounting experience at headquarter level including BMW, Siemens, Continental, Allianz, and Dana Corp. Conceived, optimised and implemented workflows, performed SOx systems documentation compliance audits; Experienced as user in SAP FI/CO/SD/MM, BFC, Hyperion HFM, Baan, Datev (Infor LN) and infor Varial in Accounting, ERP and onsolidation; English as mother tongue with proficient German language skills; Soft shoe and buy-in management style; Motto: In changing times some people wait for stability, others accept the changes and move forward. (Paraphrased from Dante) With this broad and globalised skill set, I can offer you quick traction and efficient performance in fulfilling your needs. Page 2 of 9 Michael A. Germann Interim Manager Project List Branch Responsibilities & Results Medical Textile Supplier, Rohrdorf Head of Finance in a manufacturing enterprise with multiple entities and ultimate ownership by Venture Capital. Broad spectrum of responsibilities and 7 staff under supervision. Improvement to Group Reporting, Treasury, interesting mix of daily business and special Projects in a turnaround management setting. Migration to IFRS on the short term horizon. Reporting to Managing Director, Group CFO and Owner. Aerospace, Herborn Post-Acquisition Integration involving Group Policies, Controlling Reporting Unit Carve-Outs in SAP and local implementation of BFC Consolidation platform. Reporting to Finance Director. Liasing with French parent company, producing Galleys for Civil Airline Platforms. Machine Builder / Automation, Heimstetten / Munich Controlling of Machine Building Projects including revenue recognition per Percentage of Completion (PoC). Maintenance of Access databases. Communication with the publicly traded parent in Canada. Monthly, Quarterly, and Year-End Reporting. Contact person for the auditors. Treasury. Forecasting. Fiscal Year End 31st March. EDP Systems included infor Varial. Traffic Control, Commercial Signage, Gaggenau / Karlsruhe Interim Manager for a carve-out of a Division in SAP into a free-standing GmbH. Standing Data and selected Transactional Data was Migrated. Creation of a migration concept, documentation of testing and User Acceptance Tests and overall clearance. Took a leading role in Project Team meetings involving the Managing Director, the Heads of Risk Management, IT and Accounting. Provided orientation for the testers before, during and upon completion of their work. Prepared and assembled documentation for the Auditors. Dez. 2012 Jan. 2013 (2 Months) Insurance, Frankfurt Interim Trainer for a group-wide migration from SAP R3 to ECC-6. Conception and creation of training materials and an overall training concept according to user roles and based on User Acceptance Tests. Close cooperation with the external SAP developers. Nov. 2012 Dez. 2012 (2 Months) CAD/CAM Software and Machine Manufacturer, Textiles, Ismaning Interim Manager in Finance & Administration. Filled Vacancy during a period of fluctuation. Completed Q3 Quarterly Report, p0repared Blueprint for IT Improvements reducing Excel work, gathered and validated date from East European Branches, Knowledge transfer in IFRS particularly for revenue recognition. Headquarter is French SA. Consolidation software SAP BCS used. Aug. - Nov. 2012 (3.5 Months) Page 3 of 9 Project duration June 2015 Present Nov. 2013 – Sept 2014. (12 months) Mar. 2013 Jun. 2013 (3 Months) Michael A. Germann Interim Manager Project List Medical Hardware Developer and Manufacturer, Tuttlingen Machine Manufacturer, Zimmern ob Rottweil Interim Manager Consolidations, responsible for the Internalisation of the Consolidation process formerly outsourced. Gather data from several branches worldwide. Prepared supplementary reporting packages with instructions in addition to trail balance with regard to note disclosure requirements. Jul. 2012 – August 2012 (2 Months) Interim Regional Controller-Europe for a Machine Builder and a Solar panel Distributor Reporting to local Managing Directors of the respective companies and to the Global CFO in Canada. Post-Acquisition integration in the controlling, financial reporting and Personnel functions building a shared services team. Conducted the Cashflow forecasting, budgeting and customer credit limit functions. Performed the Personnel function. Devised a roadmap for internalizing the then external bookkeeping function. IFRS including chart of accounts and cost of sales method or reporting. Fast-close for monthly, Quarterly and Annual reporting. Intensified use of MS Sharepoint. Managed transatlantic corporate and cultural issues. April 2011 to March 2012 (11 Months) Automotive, Amberg Interim Head of Group Controlling of a XETRA listed company. Technical hands-on service delivery during a Group- entity restructuring in an SAP FI and ECCS environment. Process improvements implemented surrounding the data gathering from reporting units. Impairment Testing of Goodwill and valuation allowances for deferred tax debits at sub-group and group levels. Calculation of disclosures for the AG stand-alone and Group annual reports. Performed final critical review of the Annual Report between German and English, identifying significant change requirements. Jan 2011 to April 2011 (3,5 Months) Tunnels and Mining Construction Materials Industry, Aschheim near Munich Interim Manager in Consolidation Accounting with a globally present technology Group. Accounting per IFRS and related internalisation of knowledge amount permanent staff. Accounting for re-capitalisation and Hedge Accounting. Field questions within the Group. Contact person for auditors. Draft of annual report including post-balance sheet event for re-financing. Drafted Pro-Forma condensed balance sheet of the Group post-refinancing with new debt:equity structure. Hedge Accounting per IAS 39. Unqualified opinion gained. IFRS knowledge internalised. Improved information streams between Treasury, Controlling, Accounting, and between reporting units and Group Accounting. Intensified use of MS Sharepoint. Financial Instrument disclosures per IAS 39, IFRS 7 and 9, Leasing per IAS 17 and revenue recognition per IAS 18. Cost savings through identification of opportunity to reduce external hedging costs, currency management and through the coordination of the audit. Knowledge transfer through formal and informal trainings. Nov 2009 to June 2010 (8 Months) Page 4 of 9 Michael A. Germann Interim Manager Project List Yacht Manufacturer, Giebelstadt Building account structures for IFRS reporting purposes from the predecessor EDP system into the succeeding System (infor/Baan). Particular focus on leasing (IAS 17) and IAS 18 revenue recognition. Calculation of values for reconciling items between HGB and IFRS for Quarter ends 2 and 3 and to the year end. Report writing in infor/Baan. Programming of Consolidation steps building new accounts for reconciling items. Lead contact for the auditors relieving the CFO. Jan 2009Oct 2009 (10 Months) Auto industry, Lindau Interim Controller in a post-acquisition environment, appointed by the US acquirer. Implementation of SOx. Support for the regional executives on questions stemming from the new US Headquarters. Integration of the newly acquired reporting units on US procedures and policies, acceleration of the transition process, Introduction and implementation of new Group revenue deferral and recognition policies. Purchase Price Equation True-Up according to US GAAP. Monthly reporting turnaround improved by 5 days, significant reduction of post-reporting questions from the US Headquarters. Identification for Group-wide improvement on return on asset benchmark; SAP and Hyperion HFM systems were in place. Mar 2008Dec 2008 (10 Months) Medical Devices, Starnberg Consolidation / Implementation of US GAAP, in an SAP ECCS implementation project. Go-Live until the end of Q1/2008. Preparation and roll-out of Group accounting requirements, local training of us accounting personnel on German GAP and new Group accounting requirements. Definition of the group chart of account structure to conform with US GAAP and HGB. Nov 2007Jan 2008 (3 Months) Insurance, München Process optimisation for monthly reporting. Special projects additionally for blueprinting of the accounting requirements for the business cycles and reporting requirements of new foreign branch offices. Optimisation of foreign exchange risk planning and management through timely swaps between reporting units. Software in place included SAP R/3 FI/CO and Hyperion HFM. Jun 2007Oct 2007 (5 Months) Semi-conductors, Munich Re-enforcement of the external reporting team during Q1 and Q2 with emphasis on SEC reporting. Research and documentation of special topics such as licensing as licensor and as licensee, accounting for operational risks, determination of group functional currency and defending findings. Timely filing of the 6-K, correctness of disclosures in the filing. SOx compliance testing and review of findings of others. EDP Systems were primarily SAP R/3 FI/CO und Hyperion HFM. Reporting to the Finance Director and CFO. Jan 2007Mai 2007 (5 Months) Insurance, Manchester External trainer for newly purchased consolidation software (Cognos Controller) by the customer. Review of chart of accounts, customised reports, and customisation of training for users as reporting units, report writers, and administrators. Nov 2006Dec 2006 (1,5 Months) High Specification Optics, Oberkochen First Interim appointment. Implementation of IFRS topics at the group level in cooperation with the “shared services” team. Individual topics included revenue recognition, (IAS 18) capital leases, (IAS 17). Production of the cash flow statement. Timely delivery and unexceptional completion of the year-end report achieved with the team. SAP R/3 was in service. Oct 2006 (1 Month) Page 5 of 9 Michael A. Germann Professional Experience in Salaried Positions Dec 04 – Sept 06 Principal Consultant Cognos GmbH, Munich and Frankfurt Responsibilities: Post-Sales consulting for implementation of consolidation / controlling software; Automating the currency translation, elimination and reclassification functions for HGB, IFRS / US GAAP purposes; Strong accounting knowledge and understanding of software functionality employed; Designed and delivered training courses to end-users during roll-out phase of projects. Successes: Built a team of internal and external specialists to create a test environment to troubleshoot a for key customer, thus preserving the contract for the implementation work ( valued at € 250k ) Gained certification in the product. April 01 – to Sept 04 Finance Director, in 2 local start-up companies Firms include Garderos Software Innovations GmbH, a Software spin-off from Siemens AG, Finance Director, Tenure 2.5 Years, and accentua Pharma AG, a BioTech Start-Up as GM, Finance & Accounting, Tenure 1 Year, (wound up); Responsibilities : Designed and implemented all financial workflows; Reviewed contract drafts, and negotiating necessary amendments; Choose and implemented accounting software; Monitored cash flows and secured necessary financing including credit lines; Implemented accounting according to German and US GAAP; Served as main contact for auditors, tax advisors, lawyers, and bankers; Prepared and presented budgets for board approval; Active participation for Board and Shareholder meetings; Responsible in management team for pricing, rebate and payment conditions issues; Drafted and revised to business plans and financial models; Performed insurance and personnel functions. Successes: Gained venture capital and government funding of € 3 Million; Managed pre-investment cash shortages negotiating bridge loans and bank credit lines. Page 6 of 10 Michael A. Germann Professional Experience in Salaried Positions Sep. 00 – March 01 Senior Director Financial Accounting Ingram Macrotron Distribution GmbH Responsibilities : This position included signing authority for the Company; Held responsibility for two departments, reporting directly to the CEO – 20 Staff members controlled; Delivered external reporting according to German HGB and internal reporting to the American parent ( based on US GAAP /SEC ); Served as main contact person for external and internal auditors; Performed liquidity planning together with treasury and controlling; Represented the company in meetings with vendors regarding payment terms, discounts and disputed amounts; Streamlined workflows; Successes : Optimised procedures to capture more early payment discounts > €1 M annually. Nov. 99 – Aug 00 Head of Group Accounting, Continental AG, Hannover Responsibilities: Held responsibility for the Group Accounting department – 6 staff members controlled; Actively participated in frequent meetings attended top management with the auditors to discuss the form and content of this MDAX-listed company’s first US GAAP annual report; Composed and rolled out US GAAP Corporate Guidelines; Provided central support for more than 160 consolidated subsidiaries on accounting matters; Sucesses: Gained a clean audit opinion to the consolidated annual report from KPMG; and rollout of Group Accounting Guidelines to conform to US GAAP. Gained positive feedback from Analysts and Shareholders on the Annual Report.at the Annual nual Shareholders’ Meeting Page 7 of 10 Michael A. Germann Professional Experience in Salaried Positions Sept. 97 – Oct. 99 Audit Manager, Deloitte & Touche CIS, Moscow Responsibilities: Served clients consisting primarily of international distributors/retailers, high-tech and oil & gas; Staff Members controlled ranged from 6 – 15 persons; Performed transformation / audit of accounts from local law to IAS / US GAAP requiring indepth review of accounting differences, defining methods to quantify, assign responsibilities and execute; Prepared / approved budgets in connection with audit engagement management; Researched, composed and presented sector-specific proposal for professional services, engagement fee and payment terms negotiations with clients. Successes: Achievements include my contribution to re-stabilising the practice and retention of customers as the Rouble crisis hit in 1998. On the job training delivered in business English to Russian staff on auditing, IAS and GAAP. Oct. 96 - Aug. 97 Start-Up Consultant for KPMG, Moscow Responsibilities: Planned and completed short-term projects originally engaged by KPMG to accelerate incorporation; Projects included business plan reviews, business cases to gain internal financing, assistance in (re)gaining necessary licenses, and incorporation; General management with independence, and the commensurate risks and rewards in project acquisition and realisation. Successes: Achievements include the retention of KPMG customers otherwise ready to go to tender; Acquired project-based work from other accountancy firms in Moscow. Page 8 of 10 Michael A. Germann Professional Experience in Salaried Positions Sept. 91 - Sept. 96 Audit Manager, KPMG Moscow, Toronto and Munich Responsibilities: Acquired engagements, performed fee negotiation, internal resource management in both price-maker and price-taker markets; Prepared/approved budgets in connection with audit engagement management; Built elevated assertiveness, goal-orientation and adaptability skills conforming to the local Moscow environment, serving multi-national clients in their start-up / acquisition phase Strengthened team building and project management skills; In Canada, adopted the concurrent supervisory responsibilities for multiple audit teams staff at various locations; In Germany, developed organisation skills on defined timelines at the headquarter level during the consolidated audits. Successes: Achievements include building up a book of business exceeding USD 750 k within one year in Moscow; Gained experience in the steps necessary to form Russian Rep Offices and limited companies. In Canada participated in a winning proposal team acquiring the audit contract of Siemens from PwC valued at > $ 100 k annually; In Germany, gained a strong command of business German from scratch; Involved in the transformation process from HGB to US GAAP for Deutsche Aerospace through to SEC approval. Sept. 88 - Aug. 91 Auditor to Audit Senior, Price Waterhouse, Hamilton, Ontario Responsibilities: Audit of public and private companies learning all cycles and Balance Sheet Lines; Staff concurrently controlled ranged from 1-6 persons within 2nd year in profession; Gained practical computing knowledge, time planning, and working in teams. Successes: Achievements include capturing my professional title within 24 months in 2. decile across Canada; Gained an offer to transfer with Price Waterhouse to Vienna; Identified and recovered customs duties > CAD 100 k. Page 9 of 10 Michael A. Germann Professional Experience in Salaried Positions Education and Skills: Academics and Professional Qualifications Nov. 98 Sept. 90 Sept. 86 - Aug. 88 Sept. 83 – June 86 Language Skills : English German Russian - American Certified Public Accountant title gained; Canadian Chartered Accountant title gained; Ontario Institute of Chartered Accountants – CA Programme McMaster University, Hamilton, Bachelor of Arts (History) Mother Tongue Proficient Basic IT Skills: MS Office / Outlook MS XP as Administrator MS Sharepoint. Hyperion Enterprise SAP FI / CO Lexware Cognos Controller as Administrator Infor LN ( Baan ) (Structures and Reporting ) Interests and Hobbies: Country drives with my family, Alpine Skiing, Guitar and Gardening, Member of the German-Canadian Business Club, Munich, and Russia. Member of the German Mantle Organisation of Interim Managers (DDIM) Page 10 of 10