Monday, October 9, 2017

Lesson #277: Revenue Share Loans

Posted By: George Deeb - 10/09/2017


& Comment

I recently met Benji Taylor Jones and Jim Verdonik, the crowdfunding team at Ward and Smith (a leading law firm in Raleigh), who introduced me to a new type of loan that I had never seen before, called a revenue share loan. Apparently, revenue share loans are being popularized by crowdfunding – especially in offerings to both accredited and non-accredited investors in Regulation CF and state crowdfunding offerings.  Let's learn more, to see if this is a valuable financing vehicle for your business.


A revenue share is a loan that is paid back over time by the borrower "sharing" a percentage of its "revenue" at regular intervals until it has returned to the lender a fixed return.

For example:  let's say a local brewery needs $100,000 to expand (amount you can raise is capped at $1MM per year).  The business borrows $100,000 from investors with a promise to return to them a fixed amount (say, 1.5x the amount loaned) over time.  The business then pays off the loan by paying investors a percentage of its revenue (whatever is a comfortable amount for your business, say 5%-10%) in periodic (i.e., monthly or quarterly) installments until the fixed return (in this case $150,000) has been met.  As an investor, you would receive your pro rata share of such payments based the amount of money you loaned the business.  The business's obligation could be open ended (meaning the loan remains outstanding until the stated return is met), but more often it might pay the return back within a specific time window (say 3 to 5 years, which may also require the business to make a "balloon payment" at the end of that period if there is any shortfall).  The shorter the length of time the company takes to fulfill its obligation -- the quicker the payout, the higher the rate of return (ROI).  So, investors "hit the jackpot" on loans that have a five year maturity date if the company repays the loan in three years, because revenue increased faster than the company projects.

Revenue share arrangements have lots of labels– they can be called a "revenue share loan", a "revenue share note",  "revenue share agreement," "revenue share interest" or replace "revenue share" with "royalty" in all of the above.  But whatever it is called, a "Rev Share" (as Benji and Jim like to coin it) is a "security" and that makes it subject to federal and state securities regulation.

Rev Share is rapidly becoming a popular choice for companies using "investment crowdfunding" exemptions to access capital.  Crowdfund Capital Advisors recently released data focusing on the "small but significant group" of companies utilizing Rev Share to raise capital under Regulation CF.  Picking up on this trend,, the newest FINRA approved Regulation CF platform, is specifically targeting Rev Share, allowing anyone to invest in businesses for as little as $100.  LocalStake has been featuring Rev Share for the small businesses it helps raise capital for several years.  But Rev Share isn’t a new concept.  It has been used in the oil and gas industry, real estate and film and music industries for years.  Franchising, and even share cropping, are other forms of Rev Share that long preceded Ccrowdfunding for other business startups.


Crowdfunding is popularizing Rev Share, because many retail investors prefer an immediate monthly or quarterly investment return to waiting five to ten years for an equity investment to hit a home run.  Every dollar an investor gets back in monthly payments reduces investor risk.

It has the potential to be a great win-win for investors and small businesses – particularly those businesses that are close to, or already have a history of, producing revenue.  Take our brewery example, as an investor if you know that you basically get a penny of each beer the brewery sells each month (or sometime like that), then it's not hard to imagine where you will go for happy hour on Friday afternoons; whether you might buy that extra round for your friends while you are there or where you recommend your neighbor buy the keg for the next Labor Day cookout.  This makes it great for businesses with products to sell with relatively high margins and those with repeat customers (think food, booze, software).

Rev Share creates an incentive for investors to buy a company's products and services and to become marketing ambassadors for the business, which in turn builds revenue the company needs to repay its loan.


1. Rev Share is NOT equity.  Investors are not buying any ownership interest in the business.  Investors who purchase Rev Shares have no rights to vote or control management.

2. Rev Share investors are creditors, not shareholders or owners.  Thus there is no "messy cap table" as a result of crowdfunding.  Once the promised return is paid, the obligation is cancelled and any contractual relationship between investor and the business is terminated.

3. Rev Share is NOT dilutive.  Rev Share does not dilute the ownership, control or economic interest small business owners (and their core investors) have in the business.

4. Rev Share avoids setting a "valuation" on the business.  The company does not need to set or negotiate a valuation of its business to sell Rev Share.  

5. Rev Share is offers investors liquidity and immediate ROI, assuming the business is close to or producing revenue.  The quicker the obligation is paid, the higher the ROI.

6. Rev Share does NOT require an exit strategy.  Most small businesses considering investment crowdfunding are run by owners looking to grow the company long-term and stay true to the mission that lays at the core of their business.  They are not looking to have an exit (by selling the company or going public sometime soon).  With Rev Share investors do not need to wait for an exit to earn ROI.

7. Rev Share reduces default risk.  With a Rev Share the amount a company owes each measurement period varies solely based on the amount of revenue it receives.  This reduces the chance of default when compared to traditional loans where the borrower must find cash to service set interest payments on a regular basis or risk default (and the bad things that accompany missed payments) irrespective of how it business is doing.

8. Rev Share is  based on projected cash flow and is good for companies with seasonal or variable sales.  Since Rev Share is based on projected cash flow, it is a really interesting alternative for companies that experience seasonality in their cash flows.  During months with higher revenues, they can repay more of their debt.  On the flip side, when sales are slower, their repayment would be less.

9. Rev Share has benefits when compared to traditional bank financing.  While it's true that the cost of this kind of loan can be more expensive than traditional bank financing (i.e., the implied interest rate paid to investors is higher than what a bank might charge), many small businesses that are good Rev Share candidates are not ideal candidates for bank financing.  In addition, a business using a Rev Share typically avoids bank requirements for collateral, personal guarantees, security interests on assets and other financial covenants.

10. Rev Share is stackable.  You can combine Rev Share with other types of financings to fund a single project.  For example, a business could raise capital through an accredited investor equity offering, a secured bank loan or equipment financing loan in addition to a Rev Share offering (if the other investors and bank permit).

Crowdfunding is mostly about giving ordinary people the chance to invest in businesses (and products and services) they love.  Rev share builds brand loyalty and incentivizes customer-turned-investors (who are already committed to the business) to buy more products and services and to encourage their friends, friends, neighbors and colleagues to do the same.  This in turn increases the company's revenue and, potentially, allows the company to pay the loan faster and at a higher ROI for its investors.  So, when all the stars align and things work as planned, Rev Share is an optimal solution for companies seeking capital and customers-tuned-investors looking to support the businesses they love while having access to a relatively quick and decent ROI.


The business attributes Benji and Jim look for when they recommend Rev Share deals are:

Either track record of having revenue or certain near term prospects so that investors will start getting money back within a few months.

Companies that are or soon will become profitable.  You can't repay debt from revenue that you have to spend to pay your operating expenses.  Revenue growth without profit growth can cause borrowers to default, because their monthly repayments increase at the same time their other expenses are increasing.

High margins hold the potential for profitability, but that's only true if management controls expenses.  So, the best Rev Share candidates are business where expenses don’t grow as fast as revenue.

Projections for high revenue growth rates enable companies to repay their loans from the faster growth they generate from the loan proceeds.

The business can make a good case that every dollar invested in marketing or expanding production has historically resulted in multiple dollars of additional revenue.

Benji and Jim have developed financial modeling tools that they can use to help you set interest rates and projected repayment installments based on different terms you can consider offering investors, to help you determine if this is a good road for your business.  But, in a quick example, let's say your business is planning to grow from $1MM in revenues today to $3MM to $5MM to $7MM in the next three years.  If you raised the $1MM cap, meaning you need to repay $1.5MM (1.5x) within the five year cap, a 10% Rev Share would repay $300K in year one, $500K in year two and $700K in year three, for a total of the full $1.5MM.  Leaving you a two year cushion, in case things don't go to plan, which they never do.  And, don't forget, you can structure this with a lower Rev Share (e.g., 5%, and set up for a balloon payment in the final year), if more desirable to you to "push the can down the road", understanding the risks to cash flow in that last year.


Well, there are few challenges with Rev Share:

1. Repayments can slow a business' ability to reinvest in long-term growth compared to equity. Selling equity promotes faster growth because there is more money to reinvest in growth every year (because you are not repaying debt installments).

2. Paying investors is an ongoing expense and headache.  It also requires sharing periodic revenue numbers with many people.  This info may leak to competitors and customers.

3. In an LLC or other pass through entity, owners will be taxed on phantom profits used to repay the loans.  Not a problem with equity.

4. Future lenders may be unwilling to make new loans to the company while the Rev Share debt is outstanding.

5.  Let's not forget, this is debt, and will default the company if it is not repaid.


Rev Share is absolutely an available alternative to any kind of investment (not just crowdfunding) – the terms may get impacted by the typical goals of the "class" of investor and the degree to which it can be marketed to them.  For instance, Benji was just talking to a company that was looking at a form of Rev Share to use for an angel round.  Angels typically have higher ROR objectives than the crowd – so the structure may need to target a higher payout (3x to 5x) and the question becomes whether there is sufficient margin to reach that threshold.  So, it becomes a numbers game and whether the deal is marketable to specific types of investors.  But, practically and legally, there is no reason you cannot use a Rev Share in a traditional offering or combined with another offering (e.g., like combine Rev Share with a little less equity than you might offer in the normal angel deal).
This product is so new, that there is a lot of education that  needs to go on with all types of investors in this area. 


Investors also should recognize that there are always risks associated with any kind of investment, and particularly investments in small businesses and startups.  There is no guarantee that the business you love will actually continue to operate successfully or derive sufficient revenue to repay your loan.  Many of the things that might be appealing for companies about Rev Share cut the other way for investors.  For instance, unlike equity, Rev Share investors do not have any voting, economic or management interest in the business.  Although they are creditors, they typically do not benefit from personal guarantees, security interests, financial covenants, or other restrictions that protect banks or institutional investors.  Often Rev Share loans can be subordinated to other borrowings by the business.

Although Rev Share could be an attractive diversification strategy and offer the opportunity to support the businesses you care most about -- it is important you consider all of the terms being offered by the company, including whether the company is generating revenue, to minimize your risk of not getting paid back and maximize your expected return.  You should consult your personal tax, accounting and legal advisors before making an investment.


Raising capital through investment crowdfunding is complicated.  Businesses need to be prepared for added regulatory and compliance costs, as well as the distractions that accompany taking investments from the "crowd".  Management must provide information and respond to these investors, even if they are not "owners" of the business.  Businesses utilizing Rev Share must manage the payout process carefully.  Rev Share has a more complex tax impact than say, straight debt or equity, due to the variable nature of the installment payments.  Businesses and investors alike will need to understand how tax payments and paperwork will be handled post-closing.  (Many platforms, like Streetwise and LocalStake, offer post-closing payment services to help companies manage these hurdles.)

Like in any marriage, having a long lasting mutually-beneficial relationship with Rev Share depends on whether your projections were realistic and how you manage your business.  So, be careful your love of Rev Share doesn't end in a messy divorce.

Thanks again, Benji and Jim, for helping me to share your wisdom with our readers.  If any of you would like to reach out to them for help, feel free to directly reach out to Benji at (919) 277-9142 or btjones@ wardandsmith .com.

For future posts, please follow me on Twitter at: @georgedeeb.

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