Professional Services Finance Guide

Banking for Professional Services

Professional Services Industries (PSIs) are a large part of Australian industry and a recognised growth sector. With the gradual shift of Australia’s economy to being highly represented by broad service activities, PSIs constitute a significant target for all stakeholders in financial services. Participants in the PSI include large multinational corporates, specialised agencies, firms, or self-employed consultants.

Banking for Professional Services

Banking for Professional Services is a specialised area where relevant skills and experience are required. Our Professional Services Finance Guide offers insights into best practices for structuring and accessing debt.

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PART A: COMMON FUNDING NEEDS

WHY PSIs SEEK FUNDING

PSI businesses have different flows and financial structures with a typical characteristic being the absence of physical plant, equipment and inventory. However PSIs may seek balance sheet and funding support, due to three main factors:

• Growth in Working Capital as the business grows.
• A long Work-in-Progress cycle that drives a high opening Working Capital position.
• Funding for Acquisition of Clients/Revenue streams.

PSIs also seek to fund incoming partners or shareholders as part of succession planning.

Consider two common funding scenarios below:

 

1. GROWTH CAPITAL FOR EXPANSION

Most commonly, we think of funding for growth in relation to acquiring and integrating another PSI business.

However, 1 + 1 doesn't always equal 2.  Beyond your own due diligence, Credit Providers will want to understand the ability to integrate customers to "Newco" including any attrition etc.  There may be increased costs before any ongoing savings/synergies are obtained.

Repayment Structure

Typically, Principal and Interest or “P&I” repayments are required to ensure the loan balance is fully repaid after a specified term. An initial interest only period may be available, though it is wise to consider if it is needed, especially as a longer repayment term that amortises from commencing is the alternative.

The repayment basis will vary on the type of facility. There is generally less flexibility on the timing of repayments for PSI lending compared to property loans.

2. INTERNAL SUCCESSION

Credit Providers are becoming more flexible in accommodating new entrants to a PSI business. This may include a hybrid of security given by both the firm and the incoming party. 

Repayment Structure

Specifically, this would include a GSA over the trading entity, a SSA over the shares and a personal guarantee from the respective partners.

The extent of the guarantee, unsupported or supported, will vary with each scenario. No matter how strong the firm, the incoming partner's own capital position and broader credit worthiness will be taken into consideration.

SUCCESSION PLANNING CONSIDERATIONS

Business Succession planning is critical for PSIs. Some consideration of these factors can create good foundations for future funding needs.

Leaving the Business
If an owner leaves (whether voluntarily or involuntarily), the departing owner can agree to give a call option in favour of the continuing owner. This essentially means the continuing owner can call for the sale of the existing owner’s share in the business. At the same time, each owner grants an existing owner a put option by which the continuing owner(s) can be required to buy the existing owner’s share of the business for an agreed sum.

Valuation
Considering the above, it is vital to state how an existing owner’s share is to be valued to decide the price in advance. This will avoid uncertainty at the time of the sale. As an example, the beneficiaries of a deceased owner will receive a fair price for the business and with the knowledge that the deceased business partner had a prior opportunity to value the business.

Insurance
PSI businesses should consider a Buy Sell Agreement that includes the requirement to purchase and maintain insurance to fund the unplanned purchase of an owner’s share. The agreement should also stipulate how the insurance premiums are to be paid.
In addition, by purchasing life insurance to cover the lives of the business partners for the value of their share, the heirs of a deceased owner can be assured of timely payment for their share of the business. The owners have peace of mind knowing that buying out the other share of the business won’t put a strain on business’ cash flow or force the sale of assets.

Indemnity
The departing owner may be indemnified from the remaining owners. It will place a value on the business or a method to determine the value of the business. This lets all the partners agree on a valuation so the remaining business partners can purchase the remaining share at a price that is fair to everyone.

PART B: SECURITY MATTERS

Security (or Collateral) are known as the assets provided as security for debt. For the credit provider, this serves as a protection against potential loss of capital.

For Professional service firms, the "business" will typically be the primary security for any lending arrangement. As a result, a Credit Provider only has a recourse on the business and not against other assets such as property.

 

TYPES OF SECURITY

TANGIBLE & INTANGIBLE SECURITY

Whilst PSI businesses often have the ability to borrow on this basis, borrowers must ensure the security provided adequately fits the resultant impact on price and terms.

As a comparison, consider the options:

Tangible Security: Includes residential or commercial property, business equipment, or other physical assets. ​ These typically result in lower interest rates and longer loan terms.

Intangible Security: Includes General Security Agreements (GSA) over business assets or unsecured loans. ​ These often come with higher interest rates and shorter loan terms. For internal succession, a SSA over the shares and personal guarantee from the respective partners may apply.

Impact on Loan Terms

Residential Property: Loan terms up to 30 years with the lowest interest rates.
Commercial Property: Loan terms up to 25 years with low interest rates.

Business Equipment: Loan terms up to 5 years with low interest rates.
Business Trading (GSA): Loan terms up to 10 years with higher interest rates.
Unsecured Loans: Loan terms up to 2 years with the highest interest rates.

Matching Security to Loan Purpose

The nature of the security should align with the purpose of the loan. ​ For example, acquisitions or expansions may require longer-term facilities, while working capital needs may involve shorter-term unsecured loans.

OTHER FACTORS

FINANCIAL POSITION & SPONSOR BACKGROUND

In most instances, the personal financial position of the applicants will be reviewed, as the capital base accumulated should indirectly reflect their “story”. A lender will look to connect that to some extent.

In all cases, financiers will request a completed Asset & Liability Statement for all individuals. Despite the generally non-recourse nature of these arrangements, this will help assess the ability of the borrowers to amortise debt.

RETIREMENT OF DEBT

The financier will want to see how the debt will be retired. Given the nature of the PSI, the primary strategies they look for are:

  • Stability of the Recurring Income received from the Business.
  • Free cash flow from the broader earnings generated by the business, after debt reduction and working capital variances.
  • The ability to integrate an acquisition - integrating revenue and managing costs.  

PART C: REPAYMENT & AMORTISATION

Determining the loan term involves aligning the purpose of the loan and the type of collateral provided. ​ 

 

KEY CONSIDERATIONS

1. PURPOSE OF FUNDING

The loan term is largely influenced by the purpose of the funding, and the time frame in which benefits will be derived. ​ For example, an established accounting firm acquiring another firm may qualify for a longer loan term due to the certainty of cash flow and sustained benefits. 

2. COLLATERAL

The type of collateral provided impacts the loan term and interest rate as noted in the previous section above.

3. REPAYMENT STRUCTURES

Principal & Interest (P&I): Fixed repayments over the loan term, regardless of utilization. ​ Preferred for long-term stability. 

Interest Only (IO): No principal repayment for a defined period (typically up to 3 years). Residual repayments may be higher after the IO term.  

Upon the IO term maturing, the following P&I term will be based on the total period, less the IO period. As a consequence, borrowers will usually find themselves with higher residual repayments.

For example: If your loan term was 15 years with 4 years Interest Only, the residual term is 11 years P&I.

IO may suit businesses that want to preserve cash flow. However, P&I from the outset can be desirable in many cases. The best option will come down to the opportunity cost of the “saving” and borrowers need to be aware of this consideration.

4. STRATEGIES FOR PSI BORROWERS

Match Loan Term to Benefits: Ensure the loan term aligns with the duration of benefits generated by the investment.   For example, acquisitions or expansions in the PSI sector may require longer-term facilities to align with the sustained benefits of the investment.

Plan for Working Capital Cycles: Account for the initial working capital cycle, which can take over 150 days to settle and collect income.

PART D: BORROWING COSTS

PRODUCT OPTIONS

1. PRODUCT TYPES

All Credit Providers have varying funding types which are packaged and presented by lenders in several ways. 

Similar to mortgages, which typically move in the same direction as the Reserve Bank cash rate, the base rates for PSI businesses are correlated to changes in these broader funding costs.

Variable rate loans are most popular with PSI borrowers as there are usually few or no restrictions. Most variable loans are flexible and allow unlimited additional repayments.

2. RATES & TERMS

PSI interest rates are subject to a range of pricing variables. Most Credit Providers will have a "reference rate" or similar for smaller or standard loans. The interest rate that applies to each loan is a combination of the reference rate plus or minus the "Margin" applicable to that loan.

For larger facilities, the structure of interest rates will be based on a market driven "Bank Bill Rate" that is referenced to a Bank Bill Swap Rate (BBSW) or similar. An additional margin is then applied to this base rate.

For established business with strong business values and recurring income, we are seeing the lending market becoming increasingly competitive.

PART E: CAPACITY TO SERVICE DEBT

BORROWING CAPACITY

Assessing the borrowing capacity of the PSI customer is different to property lending. The initial focus is on determining Earnings before Taxes, Interest, Depreciation, Amortisation and the normalisation of "Owners Remuneration" (known as EBITDAO).

Therefore, a first step is therefore validate the actual net earnings before applying further assessment, as shown in the example below.

EBITDAO CALCULATION $000
  YEAR 1 YEAR 2 YEAR 3 YEAR 4
Revenue $1,684 $1,800 $1,992 $2,050
Operating Profit  $264 $215 $359 $400
add Interest $55 $60 $65 $90
add Depreciation $2.5 $2.5 $2.5 $2.5
add Amortisation $42 $46 $48 $50
add One-off Expenses $20 $15 $12 $13
less Non-Continuing Income -$5 -$10 -$15 -$25
add Owner Entitlement in P&L) $400 $400 $400 $400
EBITDAO $778 $728 $872 $931



LENDING CAPACITY

Lending capacity is determined by several measures which vary between credit providers. These are three of the most common.

1. INTEREST COVER RATIO (ICR)

ICR is a measure of how easily a business can pay interest on outstanding debt.  This measure is typically more applicable to "yield assets" such as property where there is a consistent income return.  

2. DEBT SERVICE RATIO (DSR)

DSR is a measure of how easily a business can pay total debt repayments on its outstanding debt.  Along with "Debt to EBITDA", this is typically a measure of capacity for PSI businesses.

Tip: DSR can be a more relevant measure of liquidity. Unlike ICR, it includes the actual cash commitment to reducing debt. Where strong amortisation is needed, the gap between DSR and ICR can be wide.

3. DEBT TO EBITDAO

A more holistic measure of outstanding debt, against the total adjusted income of the borrower.  Divides Total Debt by the EBITDAO.  The "O" refers to adjusting for the market salary of the owner(s). Credit Providers may apply different weightings to historical, current or forecast results depending on the business.

Have a look at our example below:

EBITDAO SUMMARY $000

  FY23 FY24 FY25 FY26

EBITDAO

$736 $682 $824 $866
less Principal Salaries -$260 -$260 -$260 -$180
Maintainable EBITDAO (FME) $477 $422 $564 $686
Multiple Base Case X FME 3.00 3.00 3.00 3.00
Indicative Capacity $1,430 $1,267 $1,692 $2,058

Total Debt

$1,500 $1,500 $1,500 $1,500
Debt / EBITDA 3.15 3.55 2.66 2.19
Surplus / Shortfall -$70 -$233 $192 $558

Weighting

10% 25% 35.0% 30.0%
Total Weighted Capacity       $1,669
Surplus/ Shortfall       $169
Debt Service Cover 2.39 2.12 2.83 3.44
Multiple x Recurring Revenue 0.86 0.84 0.75 0.73

 

PART F: CREDIT PROVIDERS

CREDIT POLICY DEVELOPMENT

PSI lending has evolved over recent years. Initially, this category was the domain of major lenders.  A broader expansion across a number of send tier providers have pushed the boundaries around credit terms and leverage. This has led to a more expansive credit approach from the market.

 

MARKET COMPETITION

The risk aversion, regulation and capital adequacy requirements imposed on major and second-tier banks meant they had varying degrees of credit appetite over the last decade.

With further consolidation and scale in the industry, we have seen opportunities for a range of other capital options, both locally and overseas, to enter the market with increased sophistication. 

RISK GRADING

Credit Providers have a required Return on Equity (ROE) which forms the basis of their pricing and fee model. It takes into account the probability of default based on risk grade and calculates the “loss given default” determining the capital cost requirement based on their cost of funds.

LONGER LOAN REPAYMENT TERMS

With the advent of competition, we are seeing the amortisation profile of lending change. Credit providers traditionally want to see new debt amortised over say 5-10 years but this has extended materially in recent times. 

For example, for a business acquisition of a "like" business we are seeing credit provider look to extend the overall repayment basis to as much as 15 to 20 years.

HIGHER BORROWING TO INCOME LEVELS

As competition has returned, so has the extension of servicing.  We are seeing Debt to EBITDA Multiples out to as much as 4 times leverage in some instances.

INDUSTRY PROFILES

1. ACCOUNTING, LEGAL, WEALTH, INSURANCE, REAL ESTATE, FINANCE BROKING

Credit Providers generally like lending funds to PSI businesses.  Key insights in these traditional sectors include:

Size Matters
There is better lender appetite when there is reduced reliance on one key partner or owner. 

Revenue Profile
The nature of recurring revenues is a theme in PSIs. A higher level of recurring income as a portion of total revenue will build confidence in the continued ability to service debt.

Leverage
With the perception that knowledge in some PSIs is more “portable”, the risk of intellectual capital in other industries (such as legal) is less of a concern. This attitude is despite the fact that the sector centres around individuals that generate personal exertion income based on their relationships with referral partners or customers.

2. OTHER INDUSTRIES

Other PSI business types include property and business consulting, architecture, engineering, IT and allied industries.

The revenue growth of participants in the PSI is attributed to an increased focus on providing high-value-added services. Advanced IT developments, such as data analytics and tailored software, are further accelerating growth, enabling smaller firms and consultants to compete and deliver services.  They are attracting the attention of Credit Providers looking for opportunities.

PART G: BASIS OF RECOMMENDATIONS

A basis of recommendations is a best practice step in the PSI lending process. Understanding lending structures and costs will assist you in making an informed decision.

CHOOSING A LENDING STRUCTURE

Structuring Professional Services Finance is supporting by a range of participating lenders.
 
Specialist lenders have developed specific credit products. These include AMP, ANZ, Bank of Queensland, Judo Bank, Macquarie Bank, NAB and Westpac, which all source funding differently.  Their feedback from credit submissions can be diverse.
 
In our experience, the structure and subsequent conduct of borrowings are more material than the credit provider selected. Therefore, it is critical to focus on identifying the needs of the firm first before jumping straight into a credit solution or provider.

UNDERSTANDING LENDING COSTS

All prospective lending terms depend on the borrower’s relative risk of default, combined with a “score” calculated by bespoke risk grading systems that capture qualitative and quantitative measures. 

This score presents a required Return on Equity (ROE), which forms the ultimate basis of the lender’s rate pricing and fee model. The modelling considers the probability of default based on risk grade.

Then, it calculates the “loss given default”, which generates the capital cost requirement based on the lender’s cost of funds. 

From a cost perspective, upfront fees for lending are higher than those for property lending.  A combination of legal, administrative and general application fees also contribute to the overall cost of borrowing. 

A comparison of upfront costs and the indicative interest rate should be taken into consideration by the borrower.

 

PROFESSIONAL SERVICES FINANCE ACRONYMS

Below are some of the more common words & acronyms we will use in conversation with you - it is good for a borrower to have a basic understanding of what they mean.
APRA
Australian Prudential Regulation Authority. An independent authority that supervises institutions across banking, insurance and superannuation and promotes financial system stability in Australia.
BCOP
“Banking Code of Practice.” Sets out the standards of practice in the banking industry for individual, small business customers, and their guarantors. Can apply to individuals, small business and to certain guarantors of individual or small business loans.
COLLATERAL
The Assets given by a borrower to a credit provider in order to secure a loan. It serves as an assurance that the lender will not suffer a significant loss.
DSR or DSCR
“Debt Service Ratio”. A measure of how easily a business can pay total loan repayments on its outstanding debt relative to EBITDA. Considers principal and interest repayments not just interest.
Debt to EBITDAO
A capacity ratio used by Credit Providers to determine borrowing risk. the ratio represents the total amount of debt owed compared to the Adjusted Earnings of the business; usually known as EBITDA. e.g. Total Debt / EBITDA.
GEARING
Gearing means to borrow money to invest. In lending, gearing (also known as leverage) is the relationship, or ratio, of a company’s debt-to-equity and is used to determine a company’s creditworthiness. (See Negative Gearing)
GSA
A General Security Agreement. This creates a security interest in all present and future assets of the borrower./business. This is similar to a ‘fixed and floating charge’ before the Personal Property Securities Act came into affect (2009). This does not include real property, but can consist of other assets, licenses, and intellectual property of the entity.
ICR
The interest coverage ratio (ICR) shows how easily a business can pay its interest expenses. This measure ignores any principal reduction.
IO or I/O
Interest Only. Where repayments are only covering the interest on the amount borrowed (the principal) for a set period of time. Repayments will vary due to the utilised balance, number of calendar days in a month.
LIMITED RECOURSE
A loan used to purchase a single asset or group of assets where the Credit Provider's claim on assets is limited to the asset(s) securing the loan, if the borrower defaults.
LVR
Loan to value ratio. This is the loan amount divided by the property or sometimes by the business valuation. Always expressed as a percentage.
NBFI
Non-Bank Financial Institution. In other words, a credit provider that does not hold a banking licence.
P&I
Principal & Interest - this is the most common repayment type, it requires a payment towards loan principal along with interest. Repayments are set based on the interest rate.
PPSA
Refers to the Personal Property Securities Act 2009. It is the primary legislation governing the creation, registration, and enforcement of security interests in personal assets across Australia.
ROE
Return on Equity divides Net Profit after Tax by Total Equity to measure how efficiently a business is using its equity to generate profit.
SERVICEABILITY
Capacity. This is a calculation, based on the overall net income position, that lenders use to determine what level of debt can be serviced without reasonable risk of default.
SSA
A Specific Security Agreement is a security interest over a particular asset and is registered on the Personal Property Security Register ("PPSR"). The asset must be uniquely identifiable to be secured on the PPSR. It will accompany a loan agreement and allow the Credit Provider to enforce its collateral if needed.

PSI - BORROWER ENQUIRY

Please outline your background and interest in PSI finance, to assist us in assessing and providing relevant information to support you.

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