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The Multiple Works in Both Directions

Financing StrategyBorrower Advisory

A facility sized as a multiple of recurring revenue is recalculated regularly. Everyone models what that does when revenue grows. The same formula runs in reverse.

The appeal of recurring revenue debt is that availability tracks the business. Add MRR and the facility grows with it, with no second underwriting and no new negotiation. That is a genuine feature, and it is how these facilities are sold.

It is also symmetrical, and the symmetry is rarely modelled by the borrower.

Five quarters up, one quarter down

Take an illustrative case. A vertical software company selling to field-service businesses runs $500,000 of MRR and grows about 4 percent a month. Its facility is sized at an illustrative five times MRR, recalculated monthly against the most recent month.

Fifteen months in, MRR is $866,000 and availability is $4.33 million. The company draws to $3.8 million to fund a sales hiring plan, leaving a little over $500,000 of headroom. Every number in that decision is accurate on the day it is made.

Then a quarter goes wrong. A large customer leaves at renewal, two others downgrade seats, and new logos slow. Over three months MRR falls 21 percent, from $866,000 to $685,000.

Nothing about that is unusual. It is a bad quarter in a business that remains perfectly viable.

What the recalculation does

Availability follows MRR down: $3.68 million, then $3.46 million, then $3.42 million.

The drawn balance is still $3.8 million. So the company is over its limit by $120,000, then $340,000, then $376,000, and in most agreements a borrowing base deficiency is repayable within days of the certificate that reports it.

The company now has to find cash in the quarter it least has it, which is the quarter it borrowed to get through.

Availability and headroom under two testing conventions through an MRR decline A grid of six months by two conventions at a software company with $3.8 million drawn. Tested on the current month, availability is $4.00, $4.16 and $4.33 million while MRR grows, then $3.68, $3.46 and $3.42 million as MRR falls from $866,000 to $685,000, leaving deficiencies of $120,000, $340,000 and $376,000 shown in the darkest navy. Tested on a trailing six-month average, availability is $3.95, $3.91 and $3.84 million through the same decline, and headroom stays positive at $150,000, $110,000 and $40,000. RECURRING REVENUE DEBT The Multiple Works in Both Directions. Availability at 5x MRR, and headroom against $3.8M drawn. Same company, same decline, two ways of measuring the same collateral. MRR $801K M13 drawn $3.0M $833K M14 drawn $3.0M $866K M15 drawn $3.0M $736K M16 drawn $3.8M $692K M17 drawn $3.8M $685K M18 drawn $3.8M Current month test $4.00M +$1.00M $4.16M +$1.16M $4.33M +$1.33M $3.68M −$0.12M $3.46M −$0.34M $3.42M −$0.38M Six-month average test $3.64M +$0.64M $3.78M +$0.78M $3.93M +$0.93M $3.95M +$0.15M $3.91M +$0.11M $3.84M +$0.04M One definition in the document is worth more than half a million dollars. Source: Illustrative construction, arithmetic shown in the article | Thalos Capital Research Thalos Capital ©

The convention decides the outcome

Here is the part worth negotiating before signing. Had the same facility been tested against a trailing six-month average of MRR rather than the current month, availability would have been $3.95 million, $3.91 million and $3.84 million through the same decline.

Same business, same customers leaving, same month. Headroom of $150,000, $110,000 and $40,000 instead of a demand for $376,000.

That is not a loophole. It is a different and defensible way to measure the same collateral, and it costs the borrower something real on the way up: an averaged test lags growth, so a company adding MRR quickly gets access later than a current-month test would give it.

Which makes it a genuine trade rather than a free win. A company that expects to sit near its limit should take the smoothing. A company that will stay well inside its availability and wants capacity to track a fast ramp may rationally prefer the current-month test.

The error is not choosing. Most borrowers never see the choice, because the averaging convention sits in the definitions rather than in the term sheet.

Four terms that decide how hard a reset lands

The lookback. Current month, trailing three months, or trailing six. This single definition moved the outcome above by half a million dollars.

A floor or step-down. Some facilities cap how far availability can fall in a single period, or step it down over 90 days rather than at once. That converts a cliff into a schedule the business can plan against.

The cure window. Deficiencies are often repayable in three to ten business days. Twenty or thirty is negotiable, and so is the right to cure with equity proceeds rather than only cash on hand.

The eligibility definitions. MRR for facility purposes is not MRR from the board deck. Month-to-month contracts, customers past due beyond a threshold, and concentration above a cap are commonly excluded. A churn event frequently moves two of those at once, so the measured decline exceeds the operational one.

Anatomy of a borrowing base deficiency
What happens after availability falls below the balance
The sequence runs on days, not quarters. The terms in the right column are the ones worth negotiating before signing, because none of them can be changed once the certificate goes in.
Sequence from borrowing base certificate to cure, and the terms that govern each step Five steps. The monthly borrowing base certificate reports MRR, governed by the lookback period, current month or a trailing average. Availability recalculates, governed by any floor or step-down limiting how far it can fall at once. The lender issues a notice of deficiency, governed by the eligibility definitions that decide what MRR counts. The company cures by repaying the excess or contributing equity, governed by a cure window that is commonly three to ten business days and is negotiable to twenty or thirty. If uncured, it becomes an event of default, with a default rate, suspended draws and a possible cash sweep. THE SEQUENCE THE TERM THAT GOVERNS IT 1 Borrowing base certificate monthly, reporting MRR Lookback period current month, or a three or six-month average 2 Availability recalculates the multiple applied to that figure Floor or step-down a cap on how far availability falls at once 3 Notice of deficiency the drawn balance now exceeds the limit Eligibility definitions month-to-month, past due and concentration carve-outs 4 Cure repay the excess, or contribute equity Cure window often 3 to 10 business days; 20 to 30 is negotiable 5 Event of default if the deficiency is not cured in time Consequences default rate, draws suspended, possible cash sweep Steps 1 and 2 are set at signing. By step 3 the arithmetic is already decided.
The smoothing is a trade rather than a free win: an averaged test also lags growth, so a company adding MRR quickly gets access later than a current-month test would give it. A business that expects to sit near its limit should take the smoothing anyway.
Source: Illustrative construction on common facility terms | Thalos Capital Research Thalos Capital ©

What to do if the reset has already happened

The useful sequence is short. Produce the borrowing base yourself before the lender does, so the conversation starts with your numbers. Separate the permanent decline from the timing, because a customer that churned is different from one that is late. Bring the recovery plan and the cash to cover the gap in the same meeting rather than in two.

And treat it as a structuring problem rather than a credit problem, because that is usually what it is. The business did not become unfinanceable. One definition in a document produced a number that no longer matched it.

How Thalos Capital Approaches This

Thalos Capital works borrower-side on recurring revenue debt for United States technology companies, through two non-dilutive structures: an Amortized Term Facility for companies with $2 million to $20 million of ARR, and an Interest-Only Facility for companies with $5 million of ARR and above.

The work is to model the facility against a quarter that goes wrong, not only the plan. What the test measures, how often, over what period, what the cure looks like, and what happens to availability at the point the business is most likely to be drawn.

Then the same structure goes to more than one source, because lookback periods, floors and cure rights vary considerably, and those differences are worth more than a point of rate in exactly the quarter they matter.

The company in the example did not break a covenant or miss a payment. It grew into its facility, and then the facility shrank.

Most financing situations have more options than the borrower initially sees. A conversation is enough to map them. Submit your financing request at https://thaloscapital.com/contact.

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