The Philadelphia Inquirer
By Harold Brubaker, Staff Writer
A Boston private-equity firm paid $60 million yesterday for a controlling stake in a Devon consulting company that has been thriving in the era of tougher, post-Enron accounting rules.
Smart Business Advisory & Consulting L.L.C. will use the cash from Great Hill Partners L.L.C. - provided under a deal being announced this morning - to pick up its pace of growth by making acquisitions and adding new offices, while steering toward a public stock offering.
Smart Business Advisory has been growing rapidly, but it has been held back by the scarcity of money to expand, chief executive officer James Smart said yesterday. "We're thinly capitalized, have been from day one," said Smart, who founded the company as an accounting and auditing firm in 1988.
The deal with Great Hill, coming at a time of consolidation in the professional-services industry, puts an end to that problem. "We believe we can grow a world-class operation," with an expansion focused on taxes, forensic accounting, and compensation and benefits consulting, said Smart, 49, who will remain chief executive officer. Headquarters is expected to remain in the Philadelphia region.
Growing at a compound annual rate of 40 percent for the last 10 years, revenue reached $109 million last year, Smart said. The company employs more than 650 people at 15 offices, including outposts in Amsterdam and London.
The federal Sarbanes-Oxley Act of 2002 benefited Smart Business Advisory by prohibiting accounting firms from providing consulting services to the publicly traded companies they audit. That change left the marketplace "anxious for new service providers" who could do business-risk assessments and provide tax advice, information-technology consulting, and other tasks, Smart said.
Great Hill, which manages $1.5 billion, became interested in that marketplace after hearing about widespread dissatisfaction with the Big Four accounting firms among Fortune 500 companies, managing partner Christopher Gaffney said.
"Here's a trend that's very, very real. Can we make an investment that would take advantage of that?" Gaffney said in a telephone interview.
That has led Great Hill to look at more than 20 such firms. "Smart distinguished itself from its peers by being a company that focuses on Fortune 500 firms," Gaffney said. "As such, they sort of just jumped off the page."
Smart Business Advisory started seeking private-equity investment about two years ago, hiring Citigroup Inc. and then Credit Suisse as investment bankers, Smart said. "Neither was instrumental in the deal," James Smart said. Since hearing from Great Hill in December, Smart said, he had received calls from two other private-equity firms.
The Great Hill deal leaves Smart and 62 other partners in Smart Business Advisory with a significant minority stake, Gaffney said. Smart would not say how much of the $60 million went to the partners.
Gaffney said that taking any company public always was a matter of market conditions, but "we think the firm is no more than a couple of years away from being able to do that."
Numerous competitors already are publicly traded.
Huron Consulting Group Inc., a Chicago competitor, rose from the ashes of Arthur Andersen and went public in October 2004 after receiving privateequity backing. Other publicly traded competitors include Navigant Consulting Inc., also of Chicago; Protiviti Inc., a subsidiary of Robert Half International Inc. in Menlo Park, Calif.; and FTI Consulting Inc., of Baltimore.
Those four companies have made or announced 14 acquisitions in the last 12 months.
Smart Business Advisory has bought four companies or practices since October 2002, giving the company footholds in Atlanta, Baltimore and Chicago.
For Smart, the son of a Philadelphia firefighter, having millions in private equity behind him takes him far from the middle-class Philadelphia neighborhood of Mayfair, where he grew up and his parents still live.
Smart, who graduated from St. Joseph's Preparatory School and La Salle University, started his career as an Internal Revenue Service agent and moved on to jobs with Coopers & Lybrand and Bell Atlantic Corp. before launching his own company in 1988.
The deal with Great Hill has given Smart, who has helped clients through acquisitions, a new perspective. "It is an emotional roller coaster," he said. "This is my life's work."