I am so excited to announce that I am now publishing my blog posts on Becker’s website. This will be a series about all of the advice I WISH that I had early on in my career.

Follow this link to check out my blog series on Becker!


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What To Expect Once You Start in M&A Due Diligence

My time in M&A due diligence at my firm is an area I get a million questions about. I recently wrote this post about how I was able to transfer into the M&A due diligence practice within my Big Four firm. However, this post is going to be dedicated to what to expect once you actually join the group.

The first thing to understand is the high-level deliverable. Why do companies hire firms to perform due diligence?

If a company is on the buy-side and looking to purchase another company, before they actually buy it they want to understand (1) if there are any potential deal breakers that might make them want to back out and (2) if the sellers’ financial performance that the purchase price is based on is really what they claim it is.

There are also times where due diligence firms are engaged on the sell-side. Someone may want to sell their company but they don’t have the manpower or skills to pull together all of the financial information in a good format. The diligence firm will compile the financial information and will help them identify any management adjustments that will improve their sell-side process and potentially the purchase price. 

By engaging an M&A due diligence firm, it provides both parties with an independent analysis of the financials of the sellers.

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What is the typical buy-side engagement like?

Most of my engagements were on the buy-side. These typically would last 3-4 weeks from start to finish. Here is a timeline of what to expect:

  1. Engagement letter signed
  2. Create a data request list (“DRL”) for items you need for the analysis
  3. Waiting period for dataroom to open (usually can count on it opening on Friday at 4pm)
  4. Dataroom opens – begin downloading all files and go through them
  5. Prepare databook – always start out with a tab with a monthly income statement and balance sheet. From there you can build additional tabs for EBITDA, NWC, and Net Debt tables that link to the supporting trial balances. Additional tabs may be added where needed, such as AR Aging, etc. Highlight/add comments for any weird trends or fluctuations. 
  6. Audit Workpaper Review – this can happen either before or after the management meeting, depending on the timeline available. This usually last 1-2 days where you will travel to the auditors (if they company was audited) and review their prior year workpapers. You can’t take them with you so it’s a big day of typing and writing notes. Big areas you want to look for: audit adjustments, control deficiencies, risk areas, legal fees, AR reserves, and other highly judgmental areas that might be prone to errors.
  7. Prepare Agenda/Exhibits for Management Meeting – Based on your trend analysis that you performed in the databook, it may lead to some further questions that you need to ask the company about.
  8. Attend Management Meeting – There is usually a full-day on site meeting with the target and you can go through all of the questions. This meeting is usually led by Senior Manager with Partner chiming in. The lower levels take very thorough notes during this meeting. It’s a good idea to write down literally everything, because you never know what kind of issues you will identify from this meeting.
  9. Finalize Databook with Adjustments Identified – based on your management meeting you will be able to identify certain non-recurring items, out of period adjustments, or errors that should be adjusted for in EBITDA / NWC tables. On those tabs, you will have rows to fill in these adjustments, which will lead to a final “Diligence Adjusted EBITDA” row and a “Diligence Adjusted NWC” row.
  10. Prepare Report – Once the databook is completed and the EBITDA/NWC/Net Debt tables are finalized it’s time to put that into a report form, which is the final deliverable for the client. Your firm will have a standard template that should be followed, and now it’s just a practice of pasting in the tables you made from the databook and adding in commentary. 
  11. Report Walk Through – After the report has been finalized/reviewed by Partner and EQCR, it’s sent to the client. There is also a call set up to walk the client through our findings, which is usually led by the Senior Manager. This is the final deliverable, although sometimes the client will request that we look at something additional or potentially do a “report refresh” later on, which basically just means updating our analysis through a later date once that financial information becomes available.

The sell-side is a very similar process, but the client is different so it’s more of a partnership working with the client to prepare the sell-side report and how they want the financials presented. It’s a longer process since the client is going through bids and may have to present this report to several different buyers, who also engaged their own diligence teams.

Another engagement you might end up on is a carve-out. These tend to last a long time. I was on a carve-out project that latest about 8 months and required travel to the client every week. It basically involved taking the companies financial information and separating it out by the product that they were looking to divest. It was a great learning experience but these projects can last a long time, so be weary of joining a deal like this if it’s not in a great location or if you don’t want to travel every week.

Image result for diligence adjusted ebitda

What’s the best way to prepare for your upcoming role in due diligence?

Assuming you have a solid accounting background you will be just fine. However, if you really want to do something to prepare I would suggest researching examples of diligence EBITDA and NWC adjustments. This will give you an idea of what types of things to be looking for. Common EBITDA adjustment examples: bonus normalization, one-time restructuring expense addback, executive compensation normalization to market cost, cash to accrual adjustments, proposed audit adjustments that weren’t made, etc.

You might feel overwhelmed at first, I know I was. I had no idea what to expect for my first deals. The good news is there will always be examples available. If you need an example DRL, databook, management meeting agenda, or report, someone will definitely share. It’s all about asking around and after 2-3 deals you will feel like an expert!


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How To Internally Transfer From Audit to Advisory

I get a lot of questions about how I was able to pull off an internal transfer from the Audit practice to the Advisory practice (specifically M&A Due Diligence) within the Big 4 firm I worked at. A lot of professionals face challenges with being able to transfer internally and get to the point where is it easier to quit and join another firm in the practice they are interested in.

My transition into the M&A Due Diligence group worked out by following these steps:

1. Research

After spending 2 years in Audit I could tell that it was something I was growing bored of. I was happy at my Big 4 firm and wasn’t necessarily ready to leave the firm; but I knew that I was going to need a change. I knew I wanted to get one busy season in Audit as a Senior; but I decided to start researching in the fall before busy season started to get an idea of what I wanted to do after that.

I began researching the M&A Due Diligence function and immediately realized it was something that would be interesting, challenging, and exciting for me. I knew I wanted to learn more about it and potentially pursue a transfer within my firm. (Timeline: ~August)

2. Reach Out To A Recruiter

As soon as I knew I wanted to pursue a transfer to M&A Due Diligence, I searched my firm’s intranet and found a couple email addresses for an experienced hire recruiter within my firm. I reached out to them and while there was some forwarding to different contacts, I was eventually connected with someone who could help me understand the transfer process and what the next steps would be. (Timeline: ~September)

3. Connect With People in the Function

The recruiter I connected with mentioned that the best next step would be to reach out to individuals in the group I wanted to join and meet them for coffee. She provided me with a few contacts and I reached out to them via email and set up times to meet them and learn about their experience.

Looking back, this was actually more of an “informal” interview. Based on these conversations the individuals determined if they wanted to interview me. Luckily, the conversations went well and also served as a great learned opportunity for me to understand the ins and outs of the role. (Timeline: ~October)

4. Inform Audit of Intentions to Interview

Once I received an invitation to begin the formal interview process for an internal transfer, the recruiter I was working with informed me that it is a firm-wide policy to inform Audit of my intentions to transfer.

Since at this point it was around October, I knew I would burn bridges if I tried to transfer before busy season. I decided my best bet was to tell Audit that I would stay for one more busy season and to tell Advisory that while I’m happy to interview now, I wouldn’t be able to start until post-busy season.

I will admit I was nervous about this step since I had to tell Audit I wanted to leave, but I didn’t officially have an offer letter from Advisory yet. I decided it was a risk I was willing to take.

Telling my teams was slightly awkward. I had only worked in the New York office for around a year and wasn’t super close with my team. I decided to put times on my senior managers, partners, and counselor’s calendars to inform them of my intentions to interview in Advisory with the plan of joining post-busy season if it all worked out. Luckily, they were overall supportive of this move.

5. Interviews With the Function

Once I was cleared to interview from Audit, I worked with the recruiter who helped schedule formal interviews with members in the Due Diligence group. I also had to send over my resumè and performance reviews.

I had 4 interviews scheduled – 2 were in person and 2 were phone interviews. Also, 2 were with partners and 2 were with senior managers.

Overall, my interviews weren’t bad at all. I had read online about potentially facing case studies, but when it came down to it I actually didn’t have one. I only had one interview where a partner asked some technical questions around revenue recognition, but other than that they did not get too technical at all and were more conversational than anything.

A few weeks after my interview I received verbal offers to join the practice! I didn’t end up getting an official offer letter until around February but that was largely due to a “hiring freeze” that they were under. I also received around a 10% pay increase just for moving into this practice.

Overall, the process went pretty smoothly by following these steps. I’ll also write an article in the future about how my experience was in Due Diligence. There are a lot of pros and cons to it!

Feel free to comment here, email me, or DM me on @lets_get_fiscal if you have any questions!


5 Steps to Landing a Job at a Big 4 Accounting Firm

Landing a job at a Big Four firm is an esteemed accomplishment. I went through the recruiting process in college. Later, I became involved in recruiting at my own firm. Below are the five tips I wish someone told me when I was being recruited:

1. Grades are almost EVERYTHING

One of the most important screening tools to determine which candidates to invite to an interview is GPA. However, a lot of candidates aren’t entirely sure what their GPA needs to be. When I was in college, a partner straight up told me if you have at least a 3.5 GPA you are golden. If it’s below that, it’s definitely still doable, but you need to have some extra qualities going for you that make you stand out from the rest.

2. Start early

If I’m being honest with myself (and all of you), the main reason I got an offer with my Big Four firm is because I started EARLY in college. As a freshman I was attending career fairs and even “cold-emailing” recruiters at several different firms. As a sophomore I was applying for internships even if they specifically said “juniors only”. When I applied to that job, a partner emailed me saying I needed to be a junior for the internship, but that there was a leadership conference I could attend. That leadership conference ended up being my ticket right into the firm, and it let me completely bypass the entire interview process.

3. Attend (multiple) leadership conferences

The summer before you intern should be spent at leadership conferences with accounting firms. Going off of #2, the best way to get in on these is to individually reach out to recruiters, partners, and anyone you know that got the job at a firm you want to go to. Note that recruiting for these conferences is generally in January/February.

The reason I really want to stress this one is because this is literally how you’ll get your foot in the door. If you go to a leadership conference, you’re set. 99% of the time, attending the conference gives you an internship offer. And 99% of the time, the internship turns into a full-time offer.

4. Gain leadership experience in college

Make sure you’re a leader in at least one organization on campus. Even if it’s a tiny, 10 person club on campus, saying you’re the President / Vice President / Secretary of ANYTHING will give you that extra push to show that you’re involved on campus and a leader. This is what will make you stand apart from the rest.

5. Attend the career fairs

Networking is the key to all of this. Go to career fairs, Beta Alpha Psi events, and accounting events. Shake hands with people who work there. Get to know their experience. That will help you decide if you want to go into audit, tax, or advisory. Plus, you will have someone to vouch for you in the recruiting process.

Also, as a bonus, ask for their business cards/emails and send them a thank you email for networking. A message like this goes a long way to getting you a spot in the door.

These are some tips I learned from my experience, but if others have any other tips to add in – leave a comment below! Also happy to answer any questions you have. DM me on Instagram or shoot me an email.

Lets Get Fiscal

6 Things Every Audit Intern Should Know

6 Things Every Audit Intern Should Know

You’ve been accepted as an intern at a Big Four firm. . . Now what? 

Below are six simple tips, tricks, hacks, and mandates to follow if you want that offer letter at the end of this term.

1. Attitude is Everything

Simply, don’t be an ASSHOLE. This internship doubles as your last interview. Sure, these firms are paying you low and billing you out high, but all-in-all Managers, Senior Managers, and Partners are just deciding if they like you as a person. Be excited. Be eager to learn. Most importantly, stay positive. If you cannot handle “busy season” as an intern – maybe this career is not for you. 

2. Dress Appropriately

I plan on dedicating an entire post to this topic soon to expand further, but here are the basics:

  1. Casual – nice jeans (no holes). Closed toed, nice shoes (no sandals/flip flops/sneakers). Nice blouse for women. Collar shirt for men. 
  2. Business Casual – Basically business professional without the jacket.
  3. Business Professional – Suit. For women, it’s fine to wear a dress with a blazer over. 

This should go without saying, but I’ve seen this ruin peoples chances too many times to not mention this. I am going to write a separate post on this soon, but basically there are 3 dress code options in the business world: (1) casual, (2) business casual, and (3) business professional. Make sure you understand your firm and client dress code, and from there research the options. I’ve seen an intern legitimately show up to work in club attire – do not let that be you!

3. Take Notes 

Takes notes. Don’t be the waiter at the restaurant who tries to remember everything and inevitably screws up. The senior will get frustrated if they have to repeat things over and over to you – this can easily be prevented by writing things down. Plus, taking notes shows that you are motivated. I recommend using OneNote – it’s like a digital notebook, so you can have different pages for each client. A couple of great features for OneNote are (1) you can link any to do lists you make to Outlook and your work phone and (2) if you take notes during a specific meeting, you can link the notes to that calendar invite so that it’s easy to find later.

4. Ask What You Can Do To Help 

How busy you are will depend on if you are a winter intern or a summer intern. Winter internships are during busy season, so you’ll most likely be very busy and probably work overtime (but hey, at least you get that time and a half overtime pay as an intern!). Summer interns are generally not too busy. I interned in the summer and there was just not much for me to work on. If you are slow, make sure you ping a few people and ask what you can do to help. Even if they say no, offering goes a long way. 

5. Ask Questions

No one expects you to know anything going into your internship! As your senior is giving instructions, don’t be afraid to ask questions if you have any. Once you are working through the workpaper, give it your best shot to complete but also make a list of any questions you come up with as you are completing it. Then you can go to your senior with any follow up questions. 

6. Accept The Mundane Tasks

Unfortunately, as an intern you are the low man on the totem pole. You will likely be the one responsible for going on coffee runs and picking up/ordering dinner for the team. I secretly liked it since it was some time to escape the office. Also, I need to stress the importance of getting your teams orders right. There is nothing more awkward than forgetting someone’s order or getting it wrong! A Senior Manager once told me that he rated interns based on an interns ability to get food orders correct. He called it “attention to detail”. Although I really don’t agree with this person, it shows that some people do think that way. Also – remember to get forks/napkins/straws/etc. 

These are the most important things to know before starting your internship. If you follow all of these steps, you can almost guarantee a full-time offer. Good luck!!

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