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spk02: The conference will begin shortly. To raise your hand during Q&A, you can dial star 1 1.
spk04: Good day, and thank you for standing by.
spk08: Welcome to the Reservoir's second quarter fiscal 2023 conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during that session, you will need to press star 1-1 on your phone. Please be advised that today's conference is being recorded. And I would now like to hand the conference over to your speaker today, Ms. Jackie Marcus of Investor Relations. Please go ahead.
spk03: Thank you, Operator.
spk01: Good morning, everyone, and thank you for participating in today's earnings conference call. Reservoir Media issued a press release with results for its second quarter of fiscal year 2023 and did September 30, 2022, earlier this morning. If you did not receive a copy of our earnings press release, you may access it from the Investor Relations section of our website at investors.reservoir-media.com. With me on today's call are Gulnar Khosrowshahi, founder and chief executive officer, and Jim Heindelmeyer, chief financial officer. As a reminder, this call is being simultaneously webcast and will be recorded and archived on the investor relations section of our website. Before I turn the call over to Gulnar and Jim, I'd like to note that today's discussion will contain forward-looking statements that reflect the current views of Reservoir Media about our business, financial performance, and future events, and as such, involve certain risks and uncertainties. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs, and projections will result or be achieved. Please refer to our earnings press release and our filings with the Securities and Exchange Commission for more information on the specific risks, uncertainties, and other factors that could cause our actual results to differ materially from our expectations, beliefs, and projections described in today's discussion. Any forward-looking statements that we make on this call or in our earnings press release are as of today, and we undertake no obligation to update these statements as a result of new information or future events, except to the extent required by applicable law. In addition to financial results presented in accordance with generally accepted accounting principles, We plan to present during this call certain financial measures that do not conform to U.S. GAAP if we believe they are useful to investors or if we believe they will help investors to better understand our performance or business trends. Reconciliations of these non-GAAP financial measures to the nearest comparable GAAP measures are included in our earnings press release. I would now like to turn the call over to Gulnar. Gulnar?
spk05: Thank you, Jackie. Good morning, everyone, and thank you for joining us today. With the first half of our fiscal year completed, I am encouraged by the strength and consistency across our business as we build a strong and diverse portfolio of award-winning artists, while also furthering our value enhancement efforts to more aggressively capitalize on our investments. These efforts grew our top line by 10% during the second quarter. Before I turn the call over to Jim to discuss our financial performance in more detail, I'd like to share some insights on the industry trends we are seeing and how we are positioned to navigate and benefit from these trends, and a few of the notable deals we completed during the quarter. While the broader economy is facing challenges, the music industry as a whole remains healthy as we continue to see strong secular tailwinds with effort and content accelerating. With Spotify adding 7 million new subscribers this past quarter, alongside Apple Music raising their monthly subscription fees, users are seeking greater access to content with fewer commercial interruptions, while also remaining sticky despite increased fees. Specifically put, the value of music continues to be recognized. the more people who listen to our assets and the more money they pay to do so directly benefits us on a purely organic top line basis. When an artist entrusts us with their body of work, it is our primary objective to place their content in as many mediums as possible while also ensuring these assets are being adequately and fairly monetized. Not only did we see the conclusion of the drawn-out CRV3 rate structure during the quarter, but the publishing industry and the DSCs agreed in principle to a rate structure for CRV4, which will see the headline rate continue to increase over the period 2023 to 2027, reaching 15.35% in the final year. This is a meaningful improvement over the prior rate, and we extend our appreciation to the NMPA, the NSAI, DEMA, and the Copyright Royalty Board for this historic settlement to incrementally raise pay for artists and creators. This progress is only one piece of unlocking the considerable inherent value in music for our shareholders. Since our last earnings call, our team has been busy adding several award-winning creators across genres to further build our portfolio of assets. Notably, these additions included award-winning singer, songwriter, trumpeter, and actor, Louis Prima. Reservoir acquired the rights to both his publishing and recorded music catalog, including his evergreen title. The acquisition of iconic Lebanese label and music publisher, Voice of Beirut. This deal was done in conjunction with Pop Arabia, building on our emerging market strategy by broadening our presence in the region. Grammy-nominated writer-producer Nick Lee signed a new publishing deal with Reservoir for all future works. Nick has quickly found success in the industry, co-producing Lil Nas X and Jack Harlow's multi-platinum hit, Industry Baby. We expanded our hip-hop presence with a publishing deal for all past hits plus future works of rap icon KG of Naughty by Nature. This deal includes the platinum-selling number one single, Hip Hop Hooray, as well as number one single, OPP. Our team has already had a working relationship with KG as we first started working together through the Tommy Boy acquisition. Country singer-songwriter Britt Taylor signed a publishing deal for her full catalog and future works. This deal, executed as part of Reservoir's joint venture with One Riot, builds upon our active publishing roster of writer-performers, and adds to our continually growing country music catalog. Lastly, we expanded our frontline recorded music roster with the addition of The Wandering Hearts. Signed to Chrysalis Records, The Wandering Hearts are a breakout British folk Americana trio lauded for their intricate harmonies. We are pleased by the quality and volume of deals we executed in the past few months as we continue to make progress against our capital deployment goal of $100 million for strategic M&A in fiscal year 2023. We are also highly encouraged by our nearly $2.1 billion pipeline of prospective deals at various stages of development. Many of our transactions come to us through existing relationships, and because of our reputation in the industry as thoughtful stewards of our catalog and the artists we represent. This inside track gives us better access to catalogs that may not be more broadly offered to other music companies. We are continuously evaluating deals with prolific, enduring artists whose work could be accretive to our business and look forward to sharing more news with you in the coming weeks. With that, I'd like to turn the call over to Jim
spk00: discuss our financial results for the quarter in greater detail thank you and good morning everyone we are pleased with our second fiscal quarter results as we continue to make strategic acquisitions keeping us on track to hit our capital deployment goals for m a for fiscal 2023 while concurrently driving our organic top line growth through our value enhancement initiatives now let's turn to our financial results for the quarter and discuss our expectations and priorities for the second half of the fiscal year. Revenue for the second fiscal quarter was $33.3 million, which represented a 10% increase from the second quarter of fiscal 2022. That included 6% growth organically, which was largely driven by digital revenue growth in both publishing and recorded music. As a reminder, many of our larger international revenue streams pay on a semiannual basis in the quarters ending September and March. While we accrue for revenue based on usage, these two quarters are typically larger than the other two as those accruals are trued up to the actual reporting. As a result, we saw significant sequential top-line growth in the period. Looking at operating expenses for the quarter, our overall cost of revenue increased 15% from the second quarter of fiscal 2022. I would note that our depreciation and amortization costs increased year over year due to our continued catalog acquisitions. Company administration expenses increased by 30% from the prior year due to ongoing costs of being a public company, rising labor costs, and higher retention bonuses. Even with the elevated costs we're experiencing during the period, we continue to believe that our operating leverage is an underlying strength to our financial performance. As we've previously mentioned, our business is somewhat insulated from the broader macro economy, We've built a diversified business at ResWork that positions us well in all market landscapes, and we're confident in our long-term ability to grow our top line at a faster pace than costs moving forward. As we've mentioned on prior calls, we evaluate our operating performance based on two metrics, a WIPDA and adjusted EBITDA. We believe these give the cleanest view of our progress as a business. Both of these metrics remove the impact of amortization from our operating results. So these metrics do not reflect periodic costs of certain capitalized tangible and intangible assets used in generating revenues. Adjusted EBITDA removes the impact of other non-cash or non-recurring expenses, such as stock-based comp. For Q2, a WIBDA decreased 5% to $12 million, while adjusted EBITDA grew 1% to $12.8 million, both compared to the second fiscal quarter of 2022. The decline in AWBDA and slight growth in adjusted EBITDA were primarily driven by higher administrative expenses, including non-cash share-based compensation. Our interest expense was approximately $3.5 million for the quarter compared to $2.7 million in the same period last year. Net income for the second quarter of fiscal 2023 came in at $4.5 million. This resulted in diluted earnings per share for the quarter of $0.07 compared to $0.08 per share for the second quarter of fiscal 2022. Lastly, our weighted average diluted outstanding share count is 64.8 million. Turning to our segment breakdown for the quarter, let's look at music publishing first. Music publishing generated revenue of 24.1 million in the second quarter, which was a 9% improvement from this time last year, and largely driven by our sync and digital revenue streams. To drill down to a more granular level, Digital revenue within the publishing segment showed a 15% increase year-over-year to $13.2 million. As Glomar mentioned, the continued growth of streaming is a significant driver for our business. Synchronization revenue in the publishing segment totaled $4.4 million, representing a 6% increase from the second quarter last year, showing the strong results from our value enhancement team. Our recorded music segment delivered another quarter of strong results, generating $8.9 million in revenue, up 11% from the prior year quarter. All revenue types within our recorded music segment delivered double-digit or higher year-over-year growth, except for physical revenues, as sales of vinyl and CD have come down based on a light release schedule in the current quarter. Digital revenue saw a 35% increase, which was again driven by the continued growth and consumption through music streaming services. neighboring rights and synchronization revenue posted 60% and 224% increases respectively. The overall increase within the recorded music segment is also driven by ongoing value enhancement of the assets under the Tommy Boy label, which we acquired in June of 2021. Let's move down to the balance sheet. At quarter end, our credit facility was at roughly $282.6 million. We closed the quarter with total liquidity of $86.2 million, comprised of $18.8 million of cash on hand and $67.4 million available under our revolver, which gives us the capital to fund our strategic objectives. In terms of total debt, we ended the quarter at $278 million, which was net of $4.6 million of deferred financing costs, and thus we maintain $259.2 million of net debt. That compares to net debt of $252 million as of March 31, 2022. Our leverage ratio as of September 30, 2022, was 5.7, using the trailing 12-month pro forma adjusted EBITDA of 47.3 million, which reflects the measurement per our credit agreement. Lastly, I'd like to reiterate that over half of our outstanding debt is hedged at a very attractive interest rate, which has, and will in the future, limit our exposure to rising interest rates in the coming year. Finally, I'd like to make a brief comment about the recent CRB update. During the quarter, we booked approximately $2 million related to the ruling to affirm the increased rates for the period 2018 to 2022. This is a very complex calculation, and we will continue to evaluate the impact over the next several quarters until the retroactive reporting is received, and we will continue to provide updates as the situation evolves. Moving to our outlook for fiscal 2023, our business is performing well, and combined with booking incremental revenue from the recent CRB ruling, we're increasing our revenue guidance range to 118 million to 122 million, and our adjusted EBITDA guidance range to 45 million to 47 million for the full fiscal year. This represents growth of 11% at the midpoint for both guidance metrics versus fiscal 2022. As I mentioned earlier, the quarters ending September and March, meaning our fiscal Q2 and Q4, are our highest revenue quarters. This is due to the timing of large semiannual payments. Historically, our third fiscal quarter has been higher than our first quarter, so when taken all together, we expect the second half to be more heavily weighted than the first half on both revenue and adjusted EBITDA. As we finish the first half of fiscal 2023, we're excited about the future for ResCore. We will continue to evaluate potential acquisitions to expand our portfolio of assets, which is considered in our full-year guidance. While we evaluate business development opportunities, we're being diligent about controlling our costs, both on revenue and overall operating expenses. We will continue to strengthen our balance sheet through the highly predictable and consistent cash flows that provide us with the resources and flexibility to invest in our business and our artists. With that, I'll now pass the call back to Gomer.
spk05: Thank you, Jim. Looking ahead to the second half of the fiscal year, we remain confident in our ability to execute and feel that the company is positioned to meet its objectives. As Jim mentioned, we are raising our full fiscal year guidance on both revenue and adjusted EBITDA, and we are on pace to hit our capital deployment target for Strategic M&A for the year. Our core business has proven to be durable and is performing in line with our expectations. With the resurgence of live performances and growing demand for digital streaming content, we see tremendous opportunity ahead. Reservoir is a unique business that is positioned to be an industry leader through the relationships we have built and the lives we touch through our artists' work. We have a long-term view of the business rooted in consistent performance and strong relationships and we will continue to take a thoughtful and disciplined approach to our strategic planning as we expand upon the strong foundation we have built at Reservoir. We are pleased with our performance in the second quarter and first half of fiscal 2023, and we are confident in the durability of our business as we move through the second half of the year. With that, we will now open the line for questions.
spk08: Thank you. As a reminder, to ask a question, you'll need to press star 1 1 on your phone. Please stand by as we compile the Q&A roster.
spk04: One moment, please, for our first question.
spk08: Our first question will come from Richard Baldry of Roth. Your line is open.
spk07: Thanks. Can you talk a little bit about the M&A pipeline for a what you're seeing it in terms of COVID challenges, macro challenges, interest rate changes, sort of, you know, are more things coming to the table surfacing or people start pushing them off so we could get a better understanding for what you're seeing out there?
spk05: Hi, Rich. How are you? It's Golnar. I think that We just don't have enough information yet to see any significant changes in the pipeline that would be anything more than anecdotal. The volume is still there. Given the interest in high-quality assets, there are still plenty of buyers, so we haven't seen any kind of significant contraction on multiples that are related to macroeconomic factors that one would expect. I think over time this will change. But it's just that we don't have enough evidence beyond what is anecdotal. I will say DLCO is robust. It is a mixture of publishing assets and recorded assets, and that mixture is pretty consistent. But I cannot, I wouldn't be able to point to an influx of sellers, nor in any kind of significant change in demand and price contraction.
spk07: And it looks like a lot of your segments had pretty strong growth. The one exception would be the physical side. Can you maybe remind us why the year ago was so strong? Because it certainly seems like the year ago was the outlier upside, that this quarter's performance is more in line with what we've seen in other quarters.
spk00: Yeah, you know, our physical revenue is, it is dependent on our release schedule. And last year, with some of the changes to record store day, for example, which is a big driver of physical sales. Those dates moved around a little bit because of COVID, and we just had a strong release schedule last year relative to a more light release schedule this year. We are looking forward to record store days in our third quarter this year, and we expect the physical sales to... to be strong as we move through the rest of the year.
spk07: Thanks. And, and lastly, I know it's a very complex process for both CRB three and four, but could you maybe walk us through a few of the milestones that we still have with a principal agreement for CRB four, for example, I guess that will speed up a process with less appeals and things. So when would you sort of expect to see it begin to impact, um, the top line revenues for either three and or four?
spk00: Yeah, well, I think that with CRB3, we're already seeing it, although the DSPs are not accounting to us yet under those rates. We have some clarity around the rates, and we are reflecting that to the best of our ability on an estimated basis at this time. Certainly as we look forward to CRB4, which will start in calendar 2023, it's great that we have the agreement between the DSPs and the publishing industry on how that rate structure will move forward over that five-year period and we can avoid the drawn-out legal battle that we had in CRB3. And I would expect that As we move to calendar 2023, the DSPs will certainly be in a position to account to music publishers based on those proposed rates. Great. Thanks for your help.
spk05: Thank you.
spk08: Thank you. And again, to ask a question, you'll need to press star 1 1 on your phone. One moment, please, for our next question. Our next question will come from Alex Furman of Craig Hallam. Your line is open.
spk06: Hey, guys. Thanks for taking my question, and congratulations on a really strong quarter once again. I was hoping to ask about streaming services. Given that this is such an important chunk of business for you, can you talk about how price increases in streaming services are going to impact your business? We all saw the news from Apple Music. recently and certainly seems to be the trend that customers are walking themselves up to more premium ad-free type subscriptions. If that trend were to continue, how do you see that really hitting your results here as those prices go up?
spk05: Hi, Alex. How are you? Good.
spk06: Thank you very much.
spk05: It's a pretty straightforward question. conclusion here as far as the price increases go in that as that price increases, the total pool increases and our share therefore increases. And that's a pretty linear process there. So we are quite pleased with Apple's move and Obviously, it's speculation and not for me to speculate, but we're optimistic about price increases with other streaming platforms as well.
spk06: Okay, that's really helpful. Thank you. And then it certainly seems like your business is performing really well and is well positioned to withstand a recession. Just based on your experience, Gulnar, in the industry, can you maybe just kind of help enlighten us? If we were to hit a significant recession, where might you feel some of that impact? Is it maybe a slowdown in advertisers' demand for your music for sync purposes? Just wondering what you're looking out for there.
spk05: I think that you hit the nail on the head. That's exactly what we're looking out for as you look at the macro environment and the impact that it has on business in general. That's an area that one would see contraction with advertising budgets diminishing, and so we are really keeping an eye on that. I'm sorry for the background noise. We're keeping an eye on that, but this is not territory.
spk03: Sorry about that.
spk05: This is not territory that we have not navigated through before, and obviously volume of sync helps offset that a little bit as far as licensing goes, and maybe we're doing more micro licensing than large ticket advertising licensing. The good thing about the sync side of the business is that as production has come back, there's quite a lot of demand on the filmed content side of sync. And so that does help offset that a little bit. But this is certainly not new territory for us to navigate, and we are quite accustomed to the SYNC side of the business being cyclical and one that we are prepared to go through.
spk06: Okay, that's very helpful. Thank you so much.
spk05: Thank you.
spk08: Thank you. I am seeing no further questions in the queue. I would now like to turn the conference back to Golna Kustur-Shashi. Welcome, Mark.
spk05: Thank you, Operator. Our performance in the second quarter is indicative of both the strength of our team at Reservoir and the quality of assets we've assembled. I thank you for joining us this morning. We look forward to updating you on our progress in February, and I'm very sorry about the background noise. Thank you.
spk08: This concludes today's conference call. Thank you all for participating.
spk04: You may now disconnect, and have a pleasant day.
spk02: The conference will begin shortly. To raise your hand during Q&A, you can dial star 1 1. The conference will begin shortly. To raise your hand during Q&A, you can dial star 1 1.
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