ADVISORY – FROM OPTIMISING TO RESTRUCTURING

Even experienced entrepreneurs need external support in certain situations. We will support you in all questions with our experience in the sector of operational and financial restructuring so that you can get back on the road to success and can avoid liability risk in the process.

The term ‘restructuring’ may sound daunting to many. We use it in its original meaning of reshaping. This shows that restructuring is not a handicap bur rather a great opportunity for changing and improving your company.

Restructuring

Together we develop the fundamental guiding principles for the sustainable turnaround of your company. Only correct analysis, the correct concept and strong implementation are the prerequisites to efficiently and effectively master a threatened or existing crisis. Our comprehensive and pragmatic approach is based on our core business competence in connection with many years of expertise in the sectors of technology and organisation.



 

We see and analyse the company from the perspective of the market and its requirements. That is why the implementation of measurable contributions to the improved value creation is our most important objective. However successful consultancy only works in a close relationship of trust between the entrepreneur and the consultant. The changes that we initiate are always the result of open and fair discussion - even on critical topics. We want to understand your corporate culture, your objectives and your business model so that we not only treat the symptoms but rather heal the cause.

Our services at a glance:

  • The execution of financial quick checks with checks on the figures for correct craftsmanship and correct planning premises, production of a liquidity plan and a financial needs plan, determination of the capital services capability of the company and support in all financing questions: Liquidity assurance and financing solutions for every occasion, in each phase
  • Expansion of the quick checks on potential analysis with a SWOT analysis of your company and derivation of measures for short and medium term improvement of results and liquidity and the production of integrated plan calculations and strategic plans for the company
  • Creation of restructuring concepts and accompanying the implementation of restructuring measures

 

  • Appointment of an interim manager/CEO, CFO, CRO from our network as necessary
  • Production of continuation forecasts and restructuring reports in accordance with the requirements of the BGH or IDW S 6 standard
  • Examinations of reasons for applying for insolvency in accordance with the IDW S 11 standard
  • Certification for application for the protective shield process (§ 270b InsO) in accordance with the IDW S 9 standard
  • Production of insolvency plans together with specialist lawyers
  • Evaluation of the existing performance-related processes and their IT support systems, Creation of concepts to increase efficiency to improve processes and organisation

Restructuring under insolvency protection (ESUG)

The law for the further simplification of restructuring in companies (ESUG) came into force on 01.03.2012. With this the legislator is aiming to overcome the stigmatisation of the term insolvency and by applying self-administration, in accordance with ESUG, offers an additional option for restructuring in a crisis.



 

Together we will product a restructuring plan with the aim of retaining the company and strengthening it for the future challenges of the market. Insolvency need not be the end but rather can be a new start for successful growth if the opportunities are used correctly. We are happy to support you in this.

Our services at a glance:

  • Consultancy, planning, preparation and active support in restructuring as part of an insolvency process with self-administration in accordance with the regulations in §§ 270 ff InsO
  • Appointment of an interim manager (CEO, CFO, CRO) from our network
  • Production of continuation forecasts in accordance with the requirements of BGH or IDW S 6 standard
  • Examinations of reasons for applying for insolvency in accordance with the IDW S 11 standard
  • Certification for application for the protective shield process (§ 270b InsO) in accordance with the IDW S 9 standard
  • Production of insolvency plans in cooperation with specialised insolvency lawyers

 

  • Insolvency accountancy
  • Measures and working capital management
  • Evaluation of the existing performance-related processes and their IT support systems
  • Evaluation of the existing financial processes
  • Optimisation of the process organisation of the company
  • Appointment of the (temporary) trustee

ESUG law to simplify the restructuring of companies

Self-administration in insolvency processes already existed before ESUG but this has been substantially reformed and strengthened with ESUG. The insolvency code gives the debtor the opportunity, both in the (temporary) self-administration and the protective shield process, to carry out an insolvency process without a court-appointed (temporary) insolvency administrator and to get the company that is in an economic crisis back on its feet with self-administration. Both types of process are equally suited to achieving the desired success but differ with regard to the application prerequisites and the scope of entitlements.

 

The temporary self-administration and protective shield processes are only conceivable in the period between applying for insolvency and initiation of the insolvency process - both processes must end once the insolvency process begins and the self-administration process takes over in accordance with § 270 InsO.

The aim of the process is to retain the company for the entrepreneur and not to split it up, as is standard in normal insolvency - and to sell it whole or as parts (a so-called asset deal). While a ‘normal insolvency process’ is oriented towards settlement the company is deleveraged and restructured during self-administration as part of an insolvency plan.

§ 270a InsO (self-administration in opening proceedings)

If the application of a debtor for self-administration is not obviously without prospects the court should agree to temporary self-administration in accordance with § 270a InsO. In place of the temporary insolvency administrator a temporary trustee is appointed (§ 270a paragraph 1 sentence 2 InsO). This regulation means that the debtor has increased legal security with reference to self-administration. The entrepreneur retains his or her authority to govern and responsibility. He or she is given a court-appointed (temporary) trustee and this trustee’s agreement is required for certain business. All actions that are necessary by law for insolvency are carried out by the entrepreneur or by a CRO who supports the Managing Director.

Thus insolvency under self-administration is the restructuring instrument when insolvency can no longer be avoided but the company has a business operation that is worth continuing and the entrepreneur has the objective of maintaining the company. ‘Custom’ regulations can be created in an insolvency plan that are optimum for the solution of the corporate crisis and that avoid the risk of facts that are relevant for the liability of the organs. This is an opportunity that is not possible in this way during so-called ordinary insolvency proceedings.

In the end this is an agreement between the insolvent company and all its creditors. The creditors must be convinced that they are in a better position with an insolvency plan than if the company were to be stripped of its assets.

 

The parties can reach agreements that differ from ordinary proceedings under insolvency law, particularly with regard to the retention and continuation of the company. The outlined continuation of the company is carried out on the basis of a restructuring plan. The insolvency court must confirm the insolvency plan once it is accepted by the creditors. The insolvency proceedings are suspended by law.

Thus the procedure offers opportunities for all those involved: The debtor company is given the opportunity to realign and make an economic restart and the creditors are given the opportunity to better satisfy their demands and work together with the realigned company in the future. The management of a company that is in bankruptcy proceedings has the change of successfully implementing necessary restructuring measures on the bis of a restructuring concept under insolvency conditions on their own without being dependent on an insolvency administrator to implement these measures. Thus the restructuring process can be planned from the outset. Another advantage lies in the fact that the debtor company stays in direct contact with its contractual partners, i.e. with its customers and suppliers to build confidence. The management can also negotiate with potential investors themselves and thus retain the reins.

§ 270b InsO (Protective shield procedure)

This special insolvency procedure is almost identical to the § 270a InsO procedure that is described above. The difference is that a company can apply for it before it becomes insolvent when insolvency is only imminent. There are other differences that need to be examined in individual cases to find out which of the two procedures is better suited to a client. A certificate must be issued in accordance with § 270b paragraph 1 sentence 3 InsO existing and imminent inability to pay.

In the protective shield procedure in accordance with § 270b InsO the legislator has the objective of creating an independent restructuring procedure with which the company can be restructured under insolvency protection. Even if this is repeated described differently in the press: The protective shield procedure is also an insolvency procedure that differs from preliminary self-administration mainly by its access prerequisites and the somewhat expanded rights of the preliminary self-administration.

 

Both kinds of procedure end with the initiation of insolvency proceedings and both lead to ‘normal’ self-administration. Only if the insolvency application is withdrawn can the insolvency be ended before this but this is not the aim of the procedure, i.e. restructuring under insolvency protection. The aim of the creation of the protective shield procedure is to produce an incentive for the upright entrepreneur in law to apply as soon as possible for insolvency with self-administration. A self-administered restructuring plan can then be produced within a window of up to three months, under the control of the court and an interim trustee.

Prerequisites in the protective shield procedure.

The protective shield procedure can only be initiated if there is imminent inability to pay or over indebtedness. On the other hand if there is already an inability to pay then the procedure is eliminated in accordance with § 270b InsO because the protective shield procedure is designed to ‘reward’ entrepreneurs that are not yet obliged to declare insolvency and who voluntarily enter the shield of insolvency protection. The contrary is only valid if inability to pay only occurs after the application has been made. It must be noted that over-indebtedness alone already represents a reason to apply for Insolvency in accordance with § 19 InsO. Another prerequisite for the application is the submission of a certificate with reasons from a third party with experience in insolvency issues (e.g. tax accountant, lawyer, auditor) that states that the company can be restructured in principle and that it is worth continuing but is not unable to pay.

 

The desired restructuring may not be obviously futile. An additional advantage of the protective shield procedure in comparison to temporary self-administration is that the debtor can ‘bring along’ his trustee insofar as the person proposed by the debtor for this role is not obviously unsuitable. In the protective shield procedure the debtor company can also more easily justify debts of the insolvency assets, which strengthens liquidity.

Our ESUG specialists will advise and support you

We test the prerequisites for successful implementation of the procedure on the basis of our many years of experience in the execution of insolvency procedures. We offer comprehensive advice on the legal and economic issues and investigate the operational and financial restructuring measures as well as checking that the restructuring is possible and the company is worthy of the same. By using our restructuring expert as the Chief Restructuring Officer (CRO) we can achieve trust in the company management and convince creditors to participate in the restructuring of the company.

 

The complexity of the insolvency plan procedure is enormous because the economic and legal aspects must be included together with the project management experience. Our experts Wolfgang Gerster and Dr. Dominik Trautwein are certified ESUG consultants of Deutsches Institut für angewandtes Insolvenzrecht e. V. (DIAI).

Process and efficiency optimisation: Using opportunities, identifying risks

Current requirements and trends force entrepreneurs to constantly consider potential efficiency increases: The main driving forces for this are the rapid digitalisation of the working world and industrial processes as well as permanent pressure on costs and margins.

 

Where is your company and how do you and your managers rate these challenges: Risk or opportunity? Transition phases such as restructuring or reorganisation are always suitable occasions to undertake improvement.

How we proceed and what we do – our services in detail:

  • Optimisation of production and service systems with lean concepts (Toyota Production Principle)
  • Value stream mapping and design as well as process optimisation and reengineering
  • The introduction of programmes to develop purchasing potential
  • Optimisation of the use of personnel and resources
  • Cost reduction based on zero based budgeting, value analyses etc.
  • Redesign of the organisational structure and business and management processes
  • Operational concepts for production, logistics and purchasing
  • The development of planning, key figure management and cost control systems (KPI, BSC)
  • The introduction and optimisation of ERP, SCM and CRM systems
  • The introduction of an audit-proof, internal control system
  • The solution of planning/technical problems with great potential or great strategic importance (e.g. portfolio adjustment and value analysis projects, optimisation of production procedures, production control and logistics)

 

  • Optimisation of the value creation chain (e.g. preparation of make-or-buy decisions, implementation of outsourcing activities etc.)
  • Development or optimisation of the new product creation and market introduction process and the introduction of the corresponding methods (QFD, value analysis, FMEA, etc.)
  • Introduction or optimisation of project management and project controlling (e.g. development and market introduction projects, project portfolio management)
  • Technology optimisation (e.g. increasing the availability of systems, reduction of set-up times and quality costs etc.)
  • The transfer of specialist and method-specific know-how to the client’s employees (continual improvement, self-help)

Liquidity assurance and financing: We help to finance your company

The access to capital is primarily determined by your credit standing and is thus a question of trust and the reliability of your figures and strategy: Your financing bank partners, credit insurers and other financial partners pay strict attention to your credit worthiness and principal repayments and your partners and shareholders demand a reasonable return on equity. We help you to find the right financing for your needs and each financing reason.

 

Depending on the task in growth phases, special situations (restructuring, changes in partners, participation models for the top management through MBO/MBI, business succession) or individual investment decisions - we have a wide range of instruments and an established network of potential financing partners. We would also be happy to put you in contact with state funds or liquidity and equity aid plans.

References

Realised projects ‘restructuring’ (extract):

  • Special machine constructors, approx. 150 employees with international production and distribution facilities, approx. 18 million Euros turnover
     Creation of a restructuring report IDW S 6, development and production of bank reports, liquidity management, monthly controlling, plausibility checks on business planning, testing of the company concept, analysis of the product range, introduction of and support for a succession process, ERP introduction, implementation assistance with CRO.

  • Large printing company, approx. 250 employees, approx. 32 million Euros turnover
    Creation of a restructuring report IDW S 6, comprehensive process optimisation, increased efficiency in costs and organisation, implementation assistance with CRO, optimisation of distribution organisation, ongoing plausibility checks and checks on liquidity planning, monthly reporting for banks, creation of a controlling concept, improvements of data validity and IT performance.

  • Circuit board manufacturer approx. 15 employees, approx. 2 million Euros turnover
    Production of an informative company analysis with result and financial planning for 3 years as a basis for decision making for the principal banks to continue the credit exposure.

  • NC-machines for stone processing, approx. 25 employees, approx. 5 million Euros turnover
    Production of an informative restructuring concept with result and financial planning as a basis for decision making for the principal banks to continue the credit exposure, development of target systems and a plan for measures to conquer the crisis, negotiations with the pool of banks, supports for the company during the restructuring phase.

 

 

  • Metal sheet engineering and production, approx. 80 employees, approx. 11 million Euros turnover
    IDW S 6 restructuring report and continuation forecast, results and liquidity planning, restructuring, revenue growth, support in negotiations with investors, optimisation of production controls in the ERP and on the shop floor level (Takeda).

  • Manufacturer of heat insulation systems with international production facilities, approx. 60 employees, approx. 8 million Euros turnover
    IDW S 6 restructuring report and continuation forecast, results and liquidity planning, calculation, restructuring, yield increase, support for negotiations with investors.

  • Pharmaceuticals wholesaler, approx. 60 million EUR turnover, approx. 25 employees, approx. 70 million Euros turnover
    IDW S 6 restructuring report and continuation forecast, results and liquidity planning, calculation, restructuring, yield increase, support for negotiations with investors, process analysis, IT support, (planning process, project controlling), assistance for implementation.

  • Waste disposal operation, approx. 20 employees, approx. 20 million Euros turnover
    IIDW S 6 restructuring report and continuation forecast, results and liquidity planning, calculation, restructuring, yield increase, support for negotiations with investors, assistance for implementation.

Realised projects ‘process optimisation’ (extract):

  • Automobile industry supplier (first tier), approx. 1200 employees, approx. 200 million Euros turnover
    Redesign of the supplier management, cost structure analysis, efficiency improvement in procurement through the introduction of an ERP system, implementation of an audit-proof IT and supplier compliance system.

  • Manufacturer of linear axles, ball screw drives, approx. 80 employees, approx. 12 million Euros turnover
    Moderation of strategy workshops, company and product positioning, creation of a product, market and competition strategy.

  • Electronics service centre, approx. 12 employees, approx. 5 million Euros turnover
    Market research, product potential analysis, moderation of strategy workshops, company and product positioning, production of product, market and competition strategy, creation of a marketing plan and distribution concept.

  • Manufacturer of testing technology and appliances for electrical safety, approx. 15 employees, approx. 3 million Euros turnover
    Company concept, business planning, financing concept, market and competition analysis, marketing concept, restructuring, process design, IT introduction, coaching, succession regulation.

 

  • Privatbank, approx. 120 employees, approx. 160 million Euros balance sheet total
    Change management project, process analysis, process development, software specification, project management for software introduction (CRM, call center).

  • Delicatessen, approx. 40 employees, approx. 18 million Euros turnover
    Process analysis, definition and documentation, specification, tender, selection of an ERP system.

  • Manufacturer of stainless steel kitchen equipment, approx. 250 employees, approx. 35 million Euros turnover
    Productivity increase and restructuring of production on the basis of a ‘synchronous production system’ (Takeda) as part of the introduction of a continual improvement process.

  • Financial services provider, approx. 2000 employees, approx. 1.6 billion Euros balance sheet total
    Process design, simulation, documentation for a new business model in consultancy, concept for IT implementation of the newly designed advisory process, Support, production of a specialist concept, scenario change project (CRM, CAS).

Realised projects ‘liquidity assurance’ (extract):

  • Tool machine service provider and distributor of used machines, approx. 19 employees, approx. 3 million Euros turnover
    Expansion financing, company concept with business planning, liquidity planning, support in negotiations with investors, company assistance, coaching for managers and partners.

  • IIT service provider for online communication, approx. 20 employees, approx. 2 million Euros turnover
    Restructuring and integration concept, Investor search, evaluation and assistance for sale.

 

  • Avionics manufacturer with international development, production and distribution facilities, approx. 200 employees, approx. 18 million Euros turnover
    Expansion financing, business planning, liquidity planning and investors, introduction of controlling and reporting system, process analysis, IT support (planning process, distribution data base, development controlling), restructuring, increasing yield, support for negotiations with investors, introduction of factoring, implementation of a CRO, assistance for implementation.

Cooperations

Increased efficiency with specialised partners

Some challenges may make it necessary to work in an expanded, specialised team. It is not least because of this that Mauer Unternehmensberatung is a member in different organisations and cooperates with trustworthy, renowned specialist law firms, interim managers as CRO, CEO, CFO or COO and other specialised consultancies.

 

 

The core competences of Mauer Unternehmensberatung are supplemented sustainably - where necessary - by partners in the different specialist areas. We also work constantly with institutions from the sectors of science and teaching. This is how we ensure, in cooperation with universities, Fraunhofer institutes and Steinbeis centres, that the projects that are transferred to us are completed successfully, based on the latest findings. We thus offer our customers a strong and comprehensive network. However the overall responsibility stays in one place − with us.

Two companies – one performance promise

In conjunction with CPT Management GmbH, Mauer Unternehmensberatung GmbH has another strong partner at its side in order to follow the joint objective of ‘sustainably strengthening companies’. These services range from reinstating competitiveness to the substantial optimisation of profitability, efficiency and productivity through to crisis management and proactive crisis prevention.

 

Together we form a practised, complementary and multi-disciplinary team of experienced auditors, tax consultants, engineers, economists and lawyers. Our specialists have comprehensive competence in their specialist fields and in methods for all issues surrounding restructuring and turnaround management, process and efficiency optimisation, assuring liquidity and financing. We work in a practical and solution-oriented manner and take responsibility for the rapid and consistent implementation of the agreed measures and necessary change processes at all times.

Depending on requirements, our interim managers act as CEO, CRO, CFO or COO, where necessary also with organ status.