Revenue Based Financing

The Great Concession, How the MCA Product Effectively Proved It Was Right All Along

There was no greater irony than the State of Texas banning ACH debits from sales-based financing providers at the same time that the State of Washington was celebrating the coming age of sales-based financing. In Texas, for example, the motivation for curbing sales-based financing was built on the premise that “this type of financing has raised significant concerns about predatory lending and that state attorneys general as well as the Federal Trade Commission have obtained high-profile judgments against such financing for predatory practices.” Meanwhile, in Washington, the motivation for the state holding the opposite opinion was that sales-based financing “increases access to capital for small businesses in Washington state, particularly those that have been historically underserved or underbanked.”

How did these states reach the opposite conclusion?

There’s no caveat to how the Washington State program works. The State’s Department of Commerce partnered with Grow America and the operation is backed by a federal grant (SSBCI-21031-0048) to roll out and administer a revenue-based financing program as part of Washington’s State Small Business Credit Initiative. It’s sales-based financing or in this case revenue-based financing (which is the more common phrase these days). Grow America’s revenue-based financing program utters a very familiar phrase in its marketing.

“The months you generate more revenue, you pay a higher amount, when business is slower you pay less,” the company advertises.

This was at one time the signature calling card of a merchant cash advance, but now such features have been repackaged and rebranded into something similar but different, and everybody is doing them.

The Grow America program applies a 20% holdback on adjusted monthly revenue and requires a minimum monthly payment of $1,000 if the 20% holdback does not generate at least $1,000 for the month. Merchants can get approved for anywhere from $50,000 to $1 million. The product is marketed as having a 1.24 factor rate and an estimated 14.27% APR with a 3-year term. As industry participants are aware, increasing sales would translate into increasing payments, which means a rapidly paid off loan could potentially result in a final outcome APR in the triple digits, far and away from the “estimate.”

The irony is that the notable benefits of a similar product, merchant cash advances, which have no minimum monthly payments, no fixed term, and are not absolutely repayable, are eliminated when restructured in this way and presented as “revenue-based financing loans.” Revenue-based financing loans take the underlying structure of MCAs (payments tied to sales) and then strip away the benefits. However, when structured as loans, the argument often goes that they are likely to be cheaper, which may be true on average, but is not always true.

Indeed, Grow America leads specifically with price as for why its product, similar to its privately owned competitors, are the better option:

“There are a lot of online lenders offering revenue-based loans that promise instant approvals, but their terms are intentionally confusing, and the fees are high,” Grow America advertises. “Our lenders aren’t like that. They’re mission driven.”

In Texas, the author of the bill that banned debits from such financing providers “informed the [legislative] committee that commercial sales-based financing has become a popular financing option for small businesses desperate for credit and that, unlike traditional loans, this type of financing is repaid as a percentage of future sales or revenue.”

Indeed, it is very popular. The largest providers or brokers of such financing today whether structured as a purchase or loan, are household names like Amazon, Walmart, Shopify, Intuit, Stripe, DoorDash, PayPal, Square, GoDaddy, Wix, Squarespace and more. Some structure them as a purchase and call it a merchant cash advance and some structure it as a loan and call it revenue-based financing. In either case, payments are tied to the percentage of future sales or revenue.

In egregious cases of wrongdoing one way or another, such incidents have historically been a result of deceptive marketing or payments from a merchant exceeding the contracted amount. In New York, when transactions are structured as a purchase, courts generally look to make sure that the agreements have a reconciliation provision in the agreement, whether the agreement has a finite term, and whether there is any recourse should the merchant declare bankruptcy. Legally speaking, the products have become pretty well defined and understood in the court system.

Like Washington State, GoDaddy, which recently announced its new merchant cash advance program, markets its product in an almost identical fashion.

“If your sales go up, the MCA will be paid sooner; if the sales are slow, it’ll take longer,” GoDaddy says.

Same message.

Washington State requires merchants to make a minimum payment every month and a balloon payment if not fully repaid within 3 years. GoDaddy, by contrast, advertises no minimum payment amount, no set payment schedule, no penalties, and no late fees. One’s a loan, one’s a purchase.

While the best course of action is best left to the merchants, there appears to be a near-universal concession that the underlying nature of how merchant cash advance agreements were contemplated, payments tied to sales, made strong logical business sense all along. Washington State emphasizes this fact.

“We know that your business has its own needs and loans with fixed payment amounts may not be the best option for you,” they advertise. “The revenue-based financing fund offers loans with flexible payback terms so you can grow your business immediately and pay back your loan based on your varying revenue.”

Recent studies also now highlight the benefits of cash-flow-based underwriting.

In Sharpening the Focus: Using Cash-Flow Data to Underwrite Financially Constrained Businesses, “The paper finds that adding cash-flow information substantially increases the predictive signal of models that rely primarily on the business owners’ personal credit scores and firm characteristics.”

There’s also Square, the largest revenue-based financing provider in the US, that has explained why this system just works better. Square says that they can fund more businesses and have higher payment success rates than if they were to follow more conventional methods of underwriting and repayment.

“Square Loans addresses [the credit] gap by using near real-time business data to assess creditworthiness, evaluating metrics such as transaction volume and revenue patterns to offer short-term loans — with repayment on average in 8 months,” Square wrote in a White Paper. “This allows for a more accurate and timely understanding of a business’s capacity to borrow and repay. And loan repayments are higher during periods when business is stronger and reduced when sales are lower.”

What’s the sentiment these days on payments tied to sales revenue? The market has spoken.

Texas Passes Law Limiting Sales-Based Financing to 1st Positions Only (and more)

The Texas House of Representatives has adopted the Senate’s controversial Commercial Sales-Based Financing amendment that prohibits a sales-based financing provider from automatically debiting any merchant in the state unless they are in a perfected 1st position. With the governor’s signature it will be law. As previously outlined, Texas had introduced its own commercial financing disclosure bill which included many extra requirements such as broker registration, state regulatory oversight, and now… a prohibition on any sales-based financing (with a particular aim at MCAs) where payments are debited that is not a true 1st position with a perfected security interest. It bears mentioning that 1st position here means 1st position out of any other claim altogether, not just other MCAs.

The passed bill, which is the Senate version on the right hand side of this document, includes the following language:

CERTAIN AUTOMATIC DEBITS PROHIBITED.
A provider or commercial sales-based financing broker may not establish a mechanism for automatically debiting a recipient’s deposit account unless the provider or broker holds a validly perfected security interest in the recipient’s account under Chapter 9, Business & Commerce Code, with a first priority against the claims of all other persons.

While the law specifies sales-based financing, broadly encompassing either a purchase transaction (MCA) or a loan where the payments ebb and flow with sales activity (revenue based finance loan), companies with a special bank relationship are exempt from the law. The exemption applies to: “a bank, out-of-state bank, bank holding company, credit union, federal credit union, out-of-state credit union, or any subsidiary or affiliate of those financial institutions.”

Though the House had until Monday to decide on adopting the Senate’s amendment, the 98 Yeas to the 23 Nays made it a done deal at the very end of yesterday’s legislative session. It now simply awaits the governor’s signature.