Articles · Lenders and fintech
Reported article
How Much Did Womply Make From Pandemic Relief?
Womply, the most-investigated fintech of the pandemic, told Congress its PPP fee revenue for 2021 came to $2.09 billion and its net income that year to $1.3 billion. By April 2022 it had collected $2.01 billion from 14 lenders and platforms. In December 2021, $1,090,984,577.30 of its cash was allocated to its selling shareholders, and $630,720,000 of that went into an escrow for PPP-related claims.
Over $1.3 billion of reported profit; $1.09 billion allocated to shareholders
Womply told a House select subcommittee that its PPP fees for its 2021 fiscal year were $2,092,274,330.89, and that its net income for the whole business that year was $1,303,153,000 (Womply documents, PDF p. 52). The subcommittee's report rounds those figures to $2.09 billion and "over $1.3 billion" (House report, pp. 56–57). The fee figure is revenue: Womply's letter labels it "Total Net Revenue," though it introduces it as fees "collected to date." The cash Womply had collected by April 14, 2022, payer by payer, was $2,008,556,579.88 (PDF p. 16). Lenders and loan platforms paid the fees under contract, and a loan-by-loan bridge from those contracts to that cash, set out below, leaves no large unexplained sum.
Womply's financial statements are not public. In December 2021 its founder and chief executive, Toby Scammell, acquired 100% of the company through a holding company. Womply said it had $1.41 billion of cash just before that closing. Of that, $1,090,984,577.30 was allocated to the selling shareholders, 200-plus by one side's count, and $630,720,000 of their money went into an escrow for PPP-related claims (Atlas interim award, paras. 9, 13, 15–16). Subtraction leaves $460,264,577.30 outside the escrow. No public record shows how that sum, or anything later released from the escrow, was divided among the shareholders.
Four kinds of money get called "what Womply made":
| Kind of money | Womply | Source and status |
|---|---|---|
| Revenue: PPP fees for 2021 | $2,092,274,330.89, labeled "Total Net Revenue" and introduced as fees "collected to date" | Womply's letter of May 20, 2022, PDF p. 52; the House report's $2.09 billion |
| Profit: revenue minus costs, whole business, 2021 | $1,843,135,000 gross; $1,303,153,000 net | same letter; the report's $1.8 billion and "over $1.3 billion" |
| Cash collected, by payer | $2,008,556,579.88 from 14 lenders and platforms as of April 14, 2022; more than $318 million unpaid by three lenders by Womply's count, of which an arbitrator found $86.3 million of Benworth's $151.7 million owed | Womply's table, PDF p. 16; the Benworth award, the Capital Plus complaint and the Fountainhead affidavit |
| Cash allocated to shareholders | $1,090,984,577.30 allocated in December 2021; $630,720,000 of it into escrow | Atlas arbitration record; amounts per shareholder not public |
The rows overlap. The revenue and collections rows count many of the same fees, measured on different dates; revenue includes fees booked but not yet collected. Profit is what is left of revenue after costs, and the $1.09 billion allocated to shareholders came out of Womply's own cash. Adding it to the $1.3 billion would count the same dollars twice.
How the fees worked: Womply claimed 41 to 91 cents of each fee dollar
The money started at the SBA. In 2021 it paid lenders a processing fee on each PPP loan; for loans of $50,000 or less, the fee was 50% of the loan or $2,500, whichever was less (86 FR 3692; 86 FR 3712). Womply sent applicants to lenders and sold the lenders the software to verify and process them. The lenders agreed by contract to pay Womply. In the Harvest, Fountainhead and Benworth agreements, which the Subcommittee released with its report, and in the Blueacorn contract quoted in court, most of that pay was pegged to the SBA fee.
Womply told the Subcommittee that it was paid by lenders and platforms "if and when" they received their SBA fees, and that "the SBA never paid any fees to Womply for its PPP-Related Services" (Womply documents, PDF p. 52). Searches of USAspending.gov and the federal procurement data feed, FPDS, for Womply and Oto Analytics return no federal contract, grant or subaward.
Womply did receive federal money as a borrower. Harvest made it two PPP loans, of $3,103,440 in April 2020 and $1,999,997 in February 2021 (SBA loan-level data), and the SBA made it a $150,000 EIDL loan and a $10,000 EIDL advance (USAspending.gov).
Benworth Capital owed a 1% referral fee, $250 per funded loan and a technology fee of 80% of its SBA fee at the tier it reached, less the referral fee (Womply's Puerto Rico complaint). Womply billed it $616.7 million on 304,897 loans that earned Benworth about $680 million: 91 cents of each fee dollar. The arbitrator applied the contract's 70% tier to every loan, which cut Womply's entitlement to $551.3 million, or 81 cents (JAMS award).
For the Capital Plus loans, Womply's contract was with Blueacorn (BA Fin Orion, LLC), Capital Plus's lender service provider. Under an order form dated May 10, 2021, Blueacorn agreed to pay "the first $250 from any Lender Processing Fee, plus 1/3 of the remaining Lender Processing Fee after the $250 is subtracted." On $186,882,948 of Capital Plus's fees from 86,521 loans, that is $76,714,482.67, the sum Womply sued Capital Plus and Blueacorn for: 41 cents on the dollar (First Amended Complaint, paras. 61, 65, 76, 88). Womply's own table shows nothing collected from Blueacorn as of April 14, 2022 (PDF p. 16).
The Subcommittee wrote that Womply "often took at least half—and in some cases up to 90 percent—of all the taxpayer-funded fees allocated to lenders" (p. 47). Womply told it that $1.9 billion of its 2021 revenue was "PPP Technology Service Revenue" (p. 47). A federal judge in Texas found, at the motion-to-dismiss stage, that the referral and technology fees "are for distinct services"; the Benworth arbitrator concluded that the SBA's 1% cap on agent fees did not reach the technology fees.
Womply estimated that its Fast Lane lenders were "entitled to receive over $2.9 billion in fees from the SBA" for about 1.3 million loan draws (PDF p. 52 and n. 5). Priced loan by loan from the SBA's data, the documented Womply loans carry $2.95 billion of SBA fees, in line with that estimate. Womply's contractual share, with Benworth's contract as the arbitrator read it and with the cash paid standing in for the fee where no contract is public, comes to $2.19 billion to $2.21 billion. It had collected $2.01 billion by April 14, 2022. The unpaid Benworth award and the Blueacorn and Fountainhead disputes make up the difference. The lender-by-lender bridge is in the supporting material below.
Who paid Womply: $2.01 billion from 14 lenders and platforms
On April 14, 2022, Womply gave the Subcommittee a table of the referral and technology fees it had "collected from Lenders and Platforms to date." The table "does not reflect amounts owed but not yet paid," and it gives no year (Womply documents, PDF p. 16):
| Payer | Collected by April 14, 2022 |
|---|---|
| Harvest Small Business Finance | $1,028,061,422.80 |
| Benworth Capital Partners | $464,991,236.65 |
| Fountainhead SBF | $454,180,690.22 |
| DreamSpring | $25,177,391.25 |
| SmartBiz Loans (platform; referral fees only) | $22,286,718.32 |
| Sunshine State Economic Development Corp. | $10,297,907.68 |
| Eight others: Cross River, Funding Circle, Lendio, Celtic Bank, Fundbox, TMC Financing, On Deck, Kabbage | $3,561,212.96 |
| Blueacorn, for the Capital Plus loans | $0 |
| Total | $2,008,556,579.88 |
Harvest, Benworth and Fountainhead account for 97% of the total. Benworth's row is slightly lower than the $464,991,487 the Benworth arbitrator said Benworth had paid. Capital Plus and Lendistry have no rows. The total is $86,652,649.73 less than Womply's PPP revenue for 2020 and 2021 combined, a difference taken up in the next section.
Harvest's row is the largest, and the referral fees point to it holding Womply's fees on the 189,259 Lendistry-originated loans that the SBA file lists with Harvest as servicer. Harvest paid Womply $95,031,459.27 of referral fees. One percent of the principal of Harvest's own Fast Lane loans plus those Lendistry loans is $94,710,106.44, within $321,352.83 of it; Harvest's own 2021 loans could have carried at most $69.08 million of referral fees. The match is the evidence; that Harvest paid Womply's fees on the Lendistry loans is an inference from it, because no contract, invoice or other document covering those fees is public.
What Womply reported: $2.09 billion of PPP revenue, $1.3 billion of net income
Womply gave the Subcommittee its 2021 results in a letter dated May 20, 2022. The Subcommittee released the letter with its report, and the report rounds its figures (Womply documents, PDF p. 52; House report, pp. 47, 56–57):
| 2021, as Womply reported it | Womply's letter | House report |
|---|---|---|
| PPP fees ("Total Net Revenue") | $2,092,274,330.89 | $2.09 billion |
| of which referral fees | $190,530,753.00 | |
| of which technology service fees | $1,901,743,577.89 | $1.9 billion |
| Gross revenue, whole business | $2,104,300,000 | |
| Cost of revenue, whole business | $261,166,000 | |
| Gross profit (87.6% margin) | $1,843,135,000 | $1.8 billion |
| Operating expenses | $160,692,000 | $160 million |
| "Other income expenses" | $379,289,000 | $379 million |
| Net income, whole business | $1,303,153,000 | over $1.3 billion |
The report's $2.09 billion of "net revenue" is PPP fees only. The 87.6% margin is on the whole business's $2,104,300,000 of gross revenue, of which $12,025,669.11 came from outside the PPP (subtraction). Gross revenue less the three cost lines is exactly $1,303,153,000. The letter's gross-profit figure is $1,000 higher than gross revenue less cost of revenue, so the printed lines, added down, come to $1,303,154,000. The letter shows no income-tax line and does not say whether "other income expenses" includes tax.
The letter introduces its fee table as "the total amount of fees for fiscal year 2021 that Womply has collected to date" and says it "does not reflect amounts owed but not yet paid by certain Lenders and Platforms." The table itself is labeled "Total Net Revenue," and its figures are those of Womply's revenue table of April 14 (PDF p. 15), which counts technology and API fees "less early payment discounts and revenue in dispute." So $2.09 billion is recognized revenue. The cash collected by April 14, 2022, payer by payer, was $2,008,556,579.88. Womply's PPP revenue for 2020 ($2,934,898.72) and 2021 together, $2,095,209,229.61, exceeds that cash by $86,652,649.73: booked, but not yet collected. The fees the Benworth arbitrator found unpaid, $86,299,892, match that total within $352,757.73 but not its split between referral and technology fees. They are a candidate explanation, not an established one.
By Womply's figures, three lenders withheld more than $318 million. Only the Benworth claim reached an award. Womply's arbitration demand sought at least $151.7 million from Benworth; the arbitrator found $86.3 million of fees unpaid and, with finance charges, attorneys' fees and costs, awarded Womply $117.9 million (JAMS award). The $76.7 million at Capital Plus is the sum Womply sued for (First Amended Complaint, para. 88), and "over $90 million" at Fountainhead is the figure sworn to by Womply's outside counsel (Cheney affidavit, para. 6). Capital Plus settled in November 2022. Womply and Benworth dismissed their dispute on confidential terms in January 2025. No ruling from Womply's arbitration against Fountainhead is in the record.
Take Womply's own reported figures — $2.09 billion of net revenue and over $1.3 billion of net income in a single year — and they make Womply one of the most profitable tech startups founded in the last 25 years. A company that had lost $11 million in its last pre-pandemic year cleared, in one year, a profit few venture-backed companies founded since 2001 have ever reported.
Who got the money: a buyout funded with Womply's own cash
The best public record of the closing comes from a fight over a banker's fee. Atlas Technology Group, hired by Womply in 2019 to find a buyer, claimed 2.5% of the December 2021 deal. One of Womply's defenses was that the price was cancelled out by cash already on its balance sheet. The arbitrator ruled for Atlas and, in an interim award dated July 10, 2023, recited both sides' figures for the closing (Atlas interim award).
| December 2021 closing | Amount | Whose figure |
|---|---|---|
| Cash on Womply's balance sheet just before the closing | $1,413,347,000 | Womply's, para. 15 |
| Allocated to selling shareholders, before escrow | $1,090,984,577.30 | Womply's funds flow, paras. 15, 42 |
| Deposited in the "Secondary Escrow Fund" | $630,720,000 | paras. 16, 44 |
| Allocation outside that escrow | $460,264,577.30 | subtraction |
| Cash left in Womply, which the buyer now owned | $217,175,000 | Atlas's, from a board exhibit, para. 37 |
The buyer was Oto Holdco, LLC, which Womply described as "solely owned and controlled by" Scammell (para. 13). The board resolution quoted in the award describes a deal in which he "would acquire 100% of the outstanding equity interest of the Company." Atlas counted "200+ shareholders" on the selling side (para. 9). The $1.09 billion left Womply's balance sheet for Wilmington Trust at least three days before the closing (para. 41).
By Womply's account to the arbitrator, the $1.09 billion was balance-sheet cash, and $1,413,287,000 of its $1.41 billion of cash had come from its operations (para. 15).
The escrow took 58% of the shareholders' allocation. Womply said it was there to pay "certain expenses and claims, including those related to investigations of Womply by the United States Congress, certain United States agencies, or other governmental entities." The aim, Womply said, was that "distributions to stockholders would not be clawed back" if the surviving company ran into large liabilities (para. 16). By Womply's account, what is left after claims and expenses goes to the selling shareholders (paras. 16, 44).
The award's figures come from opposite sides of the arbitration and measure cash at different moments. They do not balance: Womply's $1,413,347,000, less the shareholders' $1,090,984,577.30 and the $217,175,000 left on the books, leaves $105,187,422.70 that the award does not account for. The merger agreement set the price at $1,092,500,000 less "Excess Third Party Expenses"; the arbitrator credited Womply with $2,515,422.69 of those and flagged an unexplained $1,000,000 difference (paras. 37, 46–47).
The record shows that Scammell's holding company ended up owning Womply, along with its claims against lenders and, by Atlas's figure, $217,175,000 of cash. It does not show what any shareholder received, and the award does not say whether Scammell's own shares were paid out in cash.
The Subcommittee's report, published a year after the closing, does not mention the deal. From 2020 ownership stakes of 18% and 5%, it estimated that Womply's chief executive and its president "may be entitled to" as much as $324 million and $90 million, "assuming a $1.8 billion gross profit" (p. 58). That is a stake multiplied by a profit. Womply's own anonymized list, given to the Subcommittee, put its largest holder at 16.47% (n. 521).
After the closing: an FTC judgment and an arbitration award
On April 3, 2024, a federal court entered a $26 million judgment against Oto Analytics and Scammell, jointly and severally, resolving FTC claims that Womply's advertising misled small businesses about getting PPP loans. The defendants neither admitted nor denied the allegations (stipulated order, Section II; FTC complaint). The order had their counsel hold the $26 million in escrow and pay it within seven days of entry. No public document we found shows the payment or which account it came from.
Atlas's final award, dated August 24, 2023, gave it $27,174,614.43 in damages, $3,521,904.48 in interest to August 11, 2023, plus $7,817.35 a day after that, and $4,170,240.08 in fees and costs. On September 1, 2023, Atlas asked the Delaware Court of Chancery to confirm the award and said it had not been paid (petition to confirm, paras. 15–17, 20). The arbitrator had ruled that the fee on the escrowed money was due "regardless of if or when those funds are released to selling shareholders" (interim award, para. 45). Whether Atlas was paid, and from which account, is not in the record.
Open items in the accounting
Every dollar of the $2,008,556,579.88 has a named payer, and the contracts, the Benworth award and the two other disputes account for the gap between that and Womply's contractual fees. These accounting items remain open:
- $111.3 million on Harvest's side. Harvest reported SBA fee receipts $111,317,945.13 above the statutory fees on the 2021 loans it originated. Its letter defines neither "FY2021" nor "loans for which it was the lender." The amount sits in Harvest's receipts, outside Womply's cash.
- $86.65 million of revenue not yet collected. Womply's 2020 and 2021 PPP revenue exceeds its collections at April 14, 2022 by $86,652,649.73. The unpaid Benworth fees match the total but not its split, and Womply's receivables are not public.
- $105.19 million of closing cash. Womply's pre-closing cash, less the shareholders' allocation and the cash Atlas says the company kept, leaves $105,187,422.70. The figures come from opposite sides of the arbitration and different moments, and the funds-flow spreadsheet is not public.
- $61.3 million from payers without public contracts. DreamSpring paid $25.18 million, Sunshine State $10.30 million, TMC $33,000, and SmartBiz and seven other referral-only partners $25.81 million. The payers are known; their terms are not.
- The cash outcome of the disputes. The arbitrator awarded Womply $86.30 million of unpaid Benworth fees, plus finance charges, attorneys' fees and costs; Womply claimed $76.71 million from Blueacorn and "over $90 million" from Fountainhead. Benworth and Capital Plus settled on terms that are not public, and the Fountainhead arbitration's outcome is not in the record.
What the public record does not show
- how the $460,264,577.30 outside the escrow was divided among the shareholders, and whether any other holdback came out of it first;
- how much of the $630,720,000 escrow has gone to claims, gone back to shareholders or remains;
- whether the FTC judgment and the Atlas award were paid, and from which account;
- Womply's 2021 tax bill, and what it collected after May 2022.
The closing's flow of funds is set out in "Womply Funds Flow," a spreadsheet Womply produced in the Atlas arbitration as Exhibit J-31 (paras. 37, 46–47). It is not in any public court filing we found.
Supporting material: lenders, contracts, the two bridges and the disputes
Womply's lenders
Womply published its lender roster on a page titled "Womply's PPP Network" (womply.com/ppp/faq-ppp-overview/womplys-ppp-network/). The Wayback Machine saved it on April 17, May 20 and June 7, 2021, and, with the complete historical roster, on August 5, 2021. Set against the SBA's loan-level data, with each lender's whole PPP book priced under the statutory fee schedule:
| Lender | PPP loans (SBA file) | SBA fees, whole book | Corroboration |
|---|---|---|---|
| Harvest Small Business Finance | 408,173 | $1,002.6M | Subcommittee: 800k+ referred apps |
| Benworth Capital | 311,022 | $697.4M | JAMS award: 304,897 Womply loans |
| Fountainhead | 272,227 | $640.6M | loan-file litigation: "more than 263,000" loans through the platform |
| Capital Plus Financial | 395,359 (86,521 Womply) | $937.3M ($186.9M on the Womply loans, per Womply's complaint) | N.D. Tex. complaint; post-program snapshot only |
| DreamSpring | 28,435 | $54.2M | Subcommittee |
| Sunshine State Economic Development Corp. | 6,924 | $12.2M | |
| TMC Financing | not in SBA file under this name | not calculable | Womply's table: $33,000 collected |
The referral-channel partners (Cross River Bank, Celtic Bank, Kabbage, Fundbox, OnDeck, Funding Circle, and the platforms Lendio and SmartBiz) were, except Funding Circle, inactive by April 2021. In 2020, before its Fast Lane service, Womply received "just under $3 million" from lenders for referrals, the House report says (p. 46). Names sometimes attached to Womply in secondary sources (Customers Bank, Itria/Biz2Credit, Readycap, MBE Capital, Prestamos) appear in no snapshot.
Lendistry is not on the list, although Womply's applications reached Lendistry. The Subcommittee's release names Lendistry as one of multiple "Womply lending partners" (Subcommittee press release, Dec. 1, 2022). At the 2024 trial in United States v. Wade, a former Womply employee reading Womply's records said that an application Harvest had declined "was sent to Lendistry, and Lendistry was able to fund the application." A Harvest loan processor testified that once the program closed to larger lenders in May 2021, Harvest acquired unfunded "promissory notes from Lendistry" (Wade trial transcript, pp. 34, 180). By May 4, 2021, the program's remaining money was reserved for community development financial institutions and minority depository institutions (ABA Banking Journal, May 4, 2021). On May 22 Lendistry, a certified CDFI, approved 89,907 loans, and by June 29 it had approved 189,259 that the SBA file lists with Harvest as servicer, 93% of its 2021 book. On June 8, according to an email the House report quotes, Lendistry's chief executive wrote to Harvest and Womply about fraud inquiries tied to "applicants coming through Harvest" (House report, p. 49 and nn. 433–434). Lendistry has no row in Womply's table of collections, and no contract covering its loans is public; the referral-fee arithmetic in the bridge below places Womply's fees on them in Harvest's row. Lendistry's 2021 loans are in the Womply loan count (more than 1,293,428 loans and $19.74 billion).
The contracts
The Subcommittee's release includes Womply's agreements with Harvest, Fountainhead and Benworth (Womply documents). The Blueacorn contract is quoted in Womply's Texas complaint. Every public contract below takes Womply's pay out of the lender's SBA fee.
| Payer | Contract | Womply's fee |
|---|---|---|
| Harvest | Referral agreements of April 6, 2020 and January 7, 2021; amended and restated agreements and order forms of March 1 and April 21, 2021 (PDF pp. 290–345) | Referral fee of 1% on loans up to $350,000. From April 21, 2021: a $250 API fee per funded Fast Lane loan, plus a technology fee of 80% of the lender processing fee until 225,000 loans, after which tiers of 50%, 60%, 70%, 80% and, above 250,000 loans, 70% apply to every loan retroactively; less the referral fee; in total no more than Harvest's SBA fee |
| Fountainhead | PPP Loan Referral Agreement, February 9, 2021 (PDF pp. 285–289) | Referral fee of 1%; technology fee of 50%, 60%, 70% or 80% of the lender fee by loan volume, the top tier reached applying to every loan, less the referral fee; at least $250 a loan in total; 5% early-payment discount, capped at $20 million |
| Benworth | Agent agreement, February 2021, and order form, April 14, 2021 (PDF pp. 261–284) | 1% referral fee, $250 per funded loan and a technology fee of 80% at the tier reached, less the referral fee (Womply's reading; the arbitrator applied 70%) |
| Blueacorn, for Capital Plus | Referral agreement and order form, May 10, 2021 (First Amended Complaint, paras. 61–65) | "the first $250 from any Lender Processing Fee, plus 1/3 of the remaining" |
| DreamSpring, Sunshine State, TMC and the referral-only partners | not in the release |
Womply's counsel dated the Fountainhead agreement "on or about March 23, 2021" and said Fountainhead also owed fees under "a separate contract" (Cheney affidavit, paras. 5–6). The agreement in the release is dated February 9, 2021, and no second Fountainhead contract is in it.
From SBA fees to Womply's cash: the loan-level bridge
Amounts are in millions of dollars. Loans are the SBA file's 2021 loans inside the dates Womply gave the Subcommittee for each partnership; counts from court records are in brackets. The residual is what Womply collected less its contractual fees net of the unpaid amount.
| Payer | Loans; principal | SBA fees (statutory) | Womply's contractual fees | Collected by Apr. 14, 2022 | Unpaid or disputed | Residual |
|---|---|---|---|---|---|---|
| Harvest, as one payer | 588,204; 9,471.01 | 1,403.80 | see the two lines below | 1,028.06 | none documented | +250.39, or +270.39 after the full early-payment discount |
| of which Harvest's own Fast Lane loans | 398,945; 6,094.34 | 930.66 | 777.67, exact under the April 21, 2021 terms | |||
| of which Lendistry-originated loans Harvest serviced | 189,259; 3,376.67 | 473.14 | no contract public | the residual placed on these loans by inference (referral-fee match) | ||
| Benworth | 306,981 [award: 304,897]; 4,081.45 [4,022.95] | 686.01 [Benworth: "$680 million"] | 551.29 as adjudicated, 70% tier; Womply's claim 616.66 | 464.99 | 86.30 awarded | 0.00 |
| Fountainhead | 268,402 ["more than 263,000"]; 3,671.71 | 620.47 | 496.38, exact at the 80% tier, before any API fee | 454.18 | "over 90" claimed | −42.20, or −22.20 after the full discount; inside the claim |
| Blueacorn, for Capital Plus | 94,083 [86,521]; 1,091.59 | 205.11 [complaint: 186.88 on 86,521 loans] | 76.71, exact on the complaint's figures | 0.00 | 76.71 claimed | 0.00 |
| DreamSpring | 24,215; 176.56 | 46.10 | no contract public | 25.18 | none documented | terms unknown |
| Sunshine State | 6,803; 41.49 | 11.82 | no contract public | 10.30 | none documented | terms unknown |
| TMC Financing | no loans under that name | no contract public | 0.03 | none documented | terms unknown | |
| SmartBiz and seven other referral-only partners | not attributed | referral fees; no contract public | 25.81 | none documented | terms unknown | |
| Total | 1,288,688; 18,533.81 | 2,973.31 | 1,902.06 on four contracts | 2,008.56 |
The totals close in steps:
| Step | $ millions |
|---|---|
| Womply's fees under the four public contracts: Harvest's own loans 777.67, Benworth as adjudicated 551.29, Fountainhead 496.38, Blueacorn 76.71 | 1,902.06 |
| plus Harvest's residual, inferred to be on the Lendistry loans | 250.39 |
| plus cash from payers with no public contract | 61.32 |
| less Fountainhead's early-payment discount, if used | 0 to −20.00 |
| = Womply's contractual fees, documented basis | 2,193.77 to 2,213.77 |
| less unpaid or disputed: Benworth 86.30 awarded; Blueacorn 76.71 claimed; Fountainhead 42.20 under the contract, or 22.20 after the discount | −185.21 to −205.21 |
| = collected by April 14, 2022 | 2,008.56 |
| plus revenue booked but not yet collected | 86.65 |
| = PPP revenue, 2020 and 2021 | 2,095.21 |
To the cent, the steps come to $250.35 more than Womply's table, the gap between the award's and the table's figures for what Benworth paid. If Harvest used its full $20 million discount, $20 million moves from the first line to the second and the total does not change, because Harvest's row is cash. On the court counts, the fees above left the lenders and their service providers about $0.76 billion to $0.78 billion of the SBA fees. The SBA fees on the Womply loans come to $2,949.08 million and Womply's fees on the same loans to $2,167.92 million to $2,187.92 million, which leaves $761.16 million to $781.16 million. Womply's fees here are the steps' total without the $25.85 million from TMC and the referral-only partners, whose loans are not in the SBA fee figure.
The table is built from the SBA's loan-level file of Sept. 30, 2024. Harvest's own Fast Lane loans are its loans of $50,000 or less from March 1, 2021. SBA fees apply the statutory schedule to each loan; they show what the schedule gives, not proof of payment. Womply's fees apply each published contract loan by loan, tiers included. Benworth's follow the arbitrator's 70% reading, and Fountainhead's exclude any API fee under an order form that is not public. The 189,259 Lendistry-originated loans that the SBA file lists with Harvest as servicer are counted once, under Harvest as payer. Harvest's March 1, 2021 agreement allowed a 7% early-payment discount and Fountainhead's a 5% one, each capped at $20 million; the table shows their effect as a range. The SBA-file windows hold more loans than the court counts, and the extra loans cannot be identified; on Capital Plus's window the Blueacorn formula gives 84.05 rather than the complaint's 76.71. With the court counts, the Womply loans come to 1,273,640, $18.33 billion of principal and $2.95 billion of SBA fees, against Womply's "approximately 1.3 million" draws, "$18 billion in principal" and "over $2.9 billion" (PDF p. 52). No record splits Womply's collections between first and second draws. data: per-lender bridge (CSV)
Harvest's own letter fits the Lendistry reading. Harvest told the Subcommittee on Aug. 31, 2022 that the SBA paid it $1,074,907,943.72 in fees "for PPP loans for which it was the lender." It said it "ultimately retained $319,282,668.92" and that "a majority of those fees were paid to Womply" (Womply documents, PDF p. 78). The difference, $755,625,274.80, is within $2.05 million of Womply's contractual fees on Harvest's own Fast Lane loans after the full discount, $757.67 million. Womply's row for Harvest is $272,436,148.00 larger, and the referral-fee match places that excess on the Lendistry loans. The letter's receipts figure is itself $111,317,945.13 above the statutory fees on the 2021 loans Harvest originated, the Harvest item listed among the open items in the accounting.
Fountainhead's unpaid amount comes from both sides of its dispute. Womply's counsel swore that Fountainhead "failed to pay Womply over $90 million in fees" (Cheney affidavit, paras. 6–8); Fountainhead's complaint says it had paid "greater than 80%" of what Womply claimed (Fountainhead complaint, p. 3 n.1).
The site's Womply loan count is more than 1,293,428 loans. The FTC counted more than 3.25 million applications started through Womply and more than 1.99 million never funded (FTC complaint); the Subcommittee says "over 1.3 million" were funded.
From revenue to the escrow: the company bridge
Revenue, costs, income and collections are flows over a period; the cash at the closing and the escrow are stocks at a moment. The table does not add one kind to the other (Womply documents, PDF pp. 15–16, 52; Atlas interim award, paras. 15–16, 37, 44).
| Line | Amount | Kind |
|---|---|---|
| PPP revenue, 2020 and 2021 | $2,095,209,229.61 | flow |
| Collected by payer, by April 14, 2022 | $2,008,556,579.88 | flow; $86,652,649.73 less than revenue |
| Gross revenue, whole business, 2021 | $2,104,300,000 | flow |
| less cost of revenue, operating expenses and "other income expenses" | $801,147,000 | flow |
| = Net income, whole business, 2021 | $1,303,153,000 | flow |
| Cash just before the December 2021 closing, Womply's figure | $1,413,347,000 | stock |
| Allocated to selling shareholders, paid out of that cash | $1,090,984,577.30 | part of that cash |
| of which into the "Secondary Escrow Fund" | $630,720,000 | inside the allocation, not added to it |
| Cash left in the company, Atlas's figure | $217,175,000 | stock, after the closing |
| Gap between the two sides' figures | $105,187,422.70 | cash less allocation less cash left |
The closing cash is $110,194,000 more than the year's net income. No cash-flow statement, tax figure, receivable balance or opening cash balance is public, so nothing bridges the two.
The fee disputes
Benworth collected about $680 million from the SBA on its Womply loans, paid Womply $464,991,487 and then stopped, with $151.7 million of billings outstanding by Womply's count. Its defense was that Womply's whole fee structure was illegal. The arbitrator found that "it was Benworth, not Womply, that was underwriting the PPP loans" and denied Benworth's substantive counterclaims. The corrected final award of June 26, 2024 awarded Womply $86,299,892 in fees, $25,363,697.68 in finance charges and $6,256,665.04 in attorneys' fees and costs, $117.9 million in all (JAMS award). Womply's collection case in Puerto Rico (D.P.R. 3:23-cv-01034) was consolidated with the Federal Reserve Bank of San Francisco's suit against Benworth and its principals, Bernardo and Claudia Navarro. Womply and Benworth dismissed their claims with prejudice on January 2, 2025. The Subcommittee printed Benworth's warning about "the high likelihood of fraud involved in many of the referred loans from your company." It did not note that Benworth was then in arbitration with Womply over unpaid fees; the arbitrator excluded the report from the arbitration as "rank hearsay."
Capital Plus withheld about $77 million ($9 million referral, $67 million technology, per Womply's complaint). Judge Boyle of the Northern District of Texas found that the referral and technology fees "are for distinct services" (memorandum opinion and order). The case settled at mediation in November 2022 and was dismissed with prejudice on January 5, 2023. Capital Plus's parent, Crossroads Systems, paid its common shareholders $238,879,760 in dividends in its fiscal year ended October 31, 2021, $40 on each of its 5,971,994 shares (Crossroads FY2021 annual disclosure). Womply's amended complaint dates that special dividend to July 26, 2021, and alleges, on information and belief, that it included fees and interest Capital Plus received on the Womply-referred loans (First Amended Complaint, paras. 52, 113). Womply filed its suit in Texas state court on September 9, 2021 (notice of removal, para. 1).
Fountainhead left more than $90 million unpaid by Womply's count. Womply took it to JAMS arbitration (No. 1100-111-808) in June 2021; Fountainhead's Florida suit was dismissed with prejudice on November 18, 2022. No arbitration award is in the record.
Womply's expert in the Benworth arbitration was William Manger, Jr., whom the SBA had appointed in 2017 to head its Office of Capital Access (SBA news release, Mar. 23, 2017). The arbitrator let him testify on the program's history but not give a legal opinion on the SBA's regulations. According to Womply's Puerto Rico complaint, the SBA, asked in August 2021 to cap such fees retroactively, declined in writing.
Documents that would settle the open numbers
- the Lendistry, DreamSpring and Sunshine State fee terms, and Fountainhead's "separate contract";
- Womply's 2021 financial statements, its receivables, and its collections by payer after April 14, 2022;
- the merger agreement and the funds-flow spreadsheet (Atlas Exhibit J-31);
- statements of the escrow's payments and releases (the merger resolution names Shareholder Representative Services LLC as the securityholders' representative; interim award, para. 13);
- the Capital Plus and Benworth settlement agreements;
- the Fountainhead arbitration file.
Sources: Select Subcommittee on the Coronavirus Crisis, "We Are Not the Fraud Police" (Dec. 1, 2022) and the Womply documents released with it (Womply letters of Apr. 14 and May 20, 2022; Harvest letter of Aug. 31, 2022; Womply's agreements with Harvest, Fountainhead and Benworth); Atlas Technology Group v. Oto Analytics, AAA, Interim Award (July 10, 2023) and Del. Ch. No. 2023-0900, Verified Petition to Confirm Arbitration Award (Sept. 1, 2023); FTC v. OTO Analytics, N.D. Cal. 3:24-cv-01661 (complaint and stipulated order); JAMS Corrected Final Award, Oto Analytics v. Benworth Capital Partners (No. 1210038203, June 26, 2024); OTO Analytics v. Benworth, D.P.R. 3:23-cv-01034, complaint; Oto Analytics v. Capital Plus Financial, N.D. Tex. 3:21-cv-02636 (First Amended Complaint, notice of removal and Mem. Op. & Order, May 11, 2022); Fountainhead SBF v. Oto Analytics, Fla. 18th Cir. No. 2021CA002143 (complaint, Cheney affidavit); Crossroads FY2021 annual disclosure; SBA PPP loan-level data, priced under 86 FR 3692 and 86 FR 3712; USAspending.gov and FPDS searches for Womply and Oto Analytics (Sept. 27, 2026); SBA news release, Mar. 23, 2017; ABA Banking Journal, "SBA: PPP Funds Exhausted for All But CDFIs, MDIs" (May 4, 2021). Data: per-lender bridge (CSV), built from the SBA file and the documents above. The House report is a partisan staff document released by the Democratic majority's staff in the final weeks of the 117th Congress, with no public hearing and no sworn testimony; an arbitrator refused it as "rank hearsay" that relied on companies then in arbitration with Womply, and a federal judge declined to take judicial notice of its findings (about the report).