Reservoir Media, Inc..

Greetings, and welcome to the Reservoir Media Q2 Fiscal 2026 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Ms. Jackie Marcus. Please go ahead.

Thank you, Operator. 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 2026, ended September 30th, 2025, earlier this morning. If you do 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 Golnar Kosar-Shahi, Founder and Chief Executive Officer, and Jim Heidelmeier, 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 Golnar 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.

Thank you, Jackie. Good morning, everyone, and thank you for joining us today. Our performance in the second fiscal quarter reflects the effectiveness of our long-term growth strategy, leveraging a diverse, high-quality catalog and scaling through a balanced mix of catalog development, strategic signings, and global diversification. This disciplined approach continues to strengthen our market position and create new opportunities for value creation. We grew 12% on the top line, with 7% from organic revenue and 5% from acquisitions. We continue to see great demand for our assets with notable and high-value sink placements, increased engagement in emerging markets, and strong listenership of our catalog. Reservoir's established reputation as caretakers of legacies recently earned us the exciting opportunity to welcome the catalog of the iconic innovator and pop culture figure Miles Davis. In September, we announced our acquisition of Davis' publishing catalog, as well as rights to his recorded music and name and likeness. With the objective of growing digital listenership and cultivating new listeners, together with the estate, we have hit the ground running to pursue and collaborate on celebrations commemorating the 100th anniversary of Davis's birth next year in 2026. A few of those activities include Miles and Juliet, the upcoming feature film recounting Davis's love affair with Juliet Greco, developed in partnership with River Road Entertainment, and Mick Jagger's Jagged Films. A live symphonic show pairing Davis's iconic sound with original orchestrations and cherished footage bringing his legacy to life. an international tour of MEB, formerly Miles Electric Band, with four nights of special programming at San Francisco Jazz in March of next year. Reissues and re-releases of Davis' music, including a box set of the complete Live at the Plunk Nickel 1965 live album, expected January 30th and others, plus co-branded collaborations across fashion, lifestyle, tech, and entertainment product and offerings, a widespread press and digital marketing campaign, and more. Capitalizing on the centennial of a once-in-a-lifetime talent, we are excited to celebrate Miles and his music while also enhancing the long-term value of the catalog. Last month, we also announced the extension of our publishing deal for the catalog of seminal musician Nick Drake, as well as a new deal with the Drake estate to now also represent the catalog of Nick's mother, Molly Drake, a poet and songwriter. Since 2021, Reservoir has represented the Nick Drake catalog with our partners at Blue Raincoat Music Publishing. These renewed and expanded agreements not only reinforce the strength of our longstanding relationships but also highlight our strong track record in client retention. Our ability to consistently maintain and grow these partnerships speaks to the trust our clients place in us, the value we deliver, and the proactive, collaborative approach we take in managing and developing iconic catalogs over time. Expanding our geographic footprint is another critical component of our long-term growth strategy. Just a few weeks ago, we announced two new deals in conjunction with Pop Arabia for the catalogs of Iraqi production house HFM Production and of Kuwaiti singer-songwriter Essa Al-Marzouk. These deals mark Reservoir and Pop Arabia's first-ever Iraqi and Kuwaiti catalogs, an important milestone as we continue to grow our presence in the MENA region. Both HSM and ESSA have demonstrated an ability to create high-quality music, which has cultivated a fan base that extends throughout their home countries and also across the region. We also welcomed Moroccan rapper, singer, songwriter, and producer 88Young to the family, and our boots-on-the-ground approach to building relationships and earning the trust of some of the most influential and up-and-coming artists in these growing and evolving markets has proven to be both highly effective and replicable. We are excited to grow our portfolio with these diverse catalogs while providing support to expand their reach to more of MENA and beyond. We further grew our catalog this quarter with the additions of talent including Emily Reid, a platinum-selling songwriter who just took home two SOCAN Country Music Awards. Dave Bittinger, a Grammy and Brit Award-nominated songwriter and producer, and Bobby Vinton, the celebrated 1960s teen idol whose evergreen hit, Mr. Lonely, continues to be a sync and sample mainstay to this day. Another component of our growth strategy is identifying and cultivating the next generation of hitmakers who are driving the future of music across genres. Reservoir's roster contributed to some of the most highly anticipated albums, and most streamed songs during the quarter. And just a few of these notable collaborations and achievements include Morgan Wallen's album, I'm the Problem, which featured two Wizzle collaborations, Missing and Smile, held the number one spot on the top 200 for 14 weeks straight through the end of August. Two number ones by 2 Chainz for his co-writes, Yukon by Justin Bieber, topping the Hot R&B Songs chart, and Salute, of Cardi B's number one top 200 album, Am I the Drama? Madison McFerrin's feature and a Reservoir catalog cut sample on Tyler, the Creator's album, Don't Tap the Glass, which reached number one on both the top 200 and top R&B hip-hop album charts. A strong indication of the value of the catalog can be found in the year-over-year growth in our sync revenue across both segments for the quarter. Brands continue to utilize our timeless classics from John Denver, Dr. Dre and Snoop, LL Cool J and De La Soul to current hits from Future Flex, Rene Rapp and Saweetie to connect with consumers. Our sync team continues to deliver placements in some of the season's most popular media from hit summer television shows such as The Summer I Turned Pretty and two of Netflix's series Too Much and Hitmakers to feature films like this summer's hit blockbusters Happy Gilmore 2, I Know What You Did Last Summer, and Marvel's Fantastic Four. Moreover, we continue to unlock value across our evergreen catalog. As recently announced, we have granted an option to Miramax for the classic Halloween hit, Monster Mash, to be adapted into a new feature-length animated film currently in development. Our industry is built on relationships. and we are proud of our reputation as a curator of catalogs and a platform for the next generation to bring their art to life. Backed by a highly skilled team with a sharp eye for value-enhancing opportunities, we continue to identify and unlock growth across our portfolio. The quality of and enduring demand for our assets drive reliable cash flows, positioning us to further scale our business strategically across all key growth areas. I will now turn the call over to Jim to discuss our second fiscal quarter financial results in greater detail. Jim?

Thank you, Golnar, and good morning, everyone. Our second fiscal quarter results exceeded our expectations and exhibit not only the quality of our portfolio of assets, but also the ongoing execution of our proven strategy to integrate those assets into our platform and enhance their value. Revenue for the second fiscal quarter was $45.4 million. a 7% year-over-year improvement on an organic basis, and a 12% increase when including acquisitions. This was led by the 21% growth in our recorded music segment and the 8% increase we had in music publishing. Turning to our operating expenses, the total cost of revenue increased 11% compared to the prior year quarter while our administration expense in amortization and depreciation costs grew 15% and 18%, respectively, versus the prior year. Looking at operating performance for the second quarter, AWBDA was $18.2 million, an increase of 10% year-over-year, and adjusted EBITDA was also up 10% to $19.4 million compared to our fiscal Q2 in the prior year. The increases in OIDDA and adjusted EBITDA were due to an increase in revenue and gross margin partially offset by an increase in administration expenses. Interest expense was $6.7 million for the quarter versus $5 million in the prior year, driven primarily by a higher debt balance due to the use of funds in acquisitions of music catalogs and writer signings, as well as an increase in effective interest rates. Net income for the second quarter was approximately $2.2 million compared to net income of $152,000 in the second quarter of fiscal 2025. The increase in net income was driven primarily by the decrease in loss on fair value of swaps and an increase in operating income, partially offset by increases in interest expense, loss on foreign exchange, and income tax expense. This resulted in diluted earnings per share for the quarter of $0.03, compared to zero cents per share in the prior year quarter. Our weighted average diluted outstanding share count during the quarter was approximately 66.3 million. Now let's dive into our segment review for the quarter. Music publishing had an 8% increase in revenue versus the prior year quarter at 30.9 million due to an increase of 47% in performance revenue driven by the strength of hit songs an increase in mechanical revenue from physical sales and the acquisition of new catalogs, as well as an increase in digital revenue. These increases were partially offset by a decrease in publishing synchronization revenue driven by the timing of licenses. Moving to our recorded music segment, we had a 21% increase to $13 million in revenue compared to our Q2 last year. This increase was primarily due to an impressive 20% increase in digital revenue driven by the acquisition of catalogs and continued growth at Music Streaming Services, and an increase in synchronization revenue driven by the timing of licenses. Turning to our balance sheet, as of September 30, 2025, cash provided by operating activities was $25.3 million, which was an increase of $3.4 million compared to the prior year period, primarily due to an increase in cash provided by working capital and an increase in earnings. We had total available liquidity of $152.1 million, consisting of $27.9 million of cash on hand and $124.2 million available under our revolver. We ended the quarter with total debt of $421.8 million, which was net of $4 million of deferred financing costs, and thus we maintained $393.9 million of net debt. That compares to net debt of $366.7 million as of March 31, Relating to our guidance range, we are increasing and narrowing our revenue guidance range of $164 million to $169 million to now reflect $167 million to $170 million, which at the midpoint implies growth of 6% versus fiscal 2025. Similarly, we are bringing up the bottom end and narrowing our adjusted EBITDA guidance of $68 million to $72 million to now be $70 million to $72 million, which signals growth of 8% over the prior year at the midpoint of the range. We will continue to monitor our forecast for the second half of the fiscal year and will provide any refinements to our guidance when it's prudent to do so. As we look forward to the balance of fiscal year 2026, we will continue to utilize our successful value enhancement efforts to drive above market growth on our acquisitions. We believe that those efforts, along with our growing operating cash flow and sound capital deployment strategy, will allow us to achieve our increased forecasted revenue and adjust EBITDA guidance ranges for the full year. With that, I'll now pass the call back to Gomer.

Thank you, Jim. Having just reached the halfway point of our fiscal year, we are well positioned to achieve our full-year financial goals. The addition of musical icon Miles Davis to our portfolio of assets provides us with access to unique value enhancement opportunities. It also serves as another proof point for Estates and Living Legends that the most important artists of a genre or generation place their trust with Reservoir. We have an active and robust deal pipeline of over a billion dollars and look forward to sharing news of our next partnerships with you. With that, we will now open the line for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. And our first question comes from Griffin Boss with B Reilly Securities.

Hi, good morning, Gulnar and Jim. Thanks for taking my questions. So strong organic growth, that's great to see, 7% year over year. Is there any context or further context you can give as to what's driving that or maybe how you see that comparing to the broader industry? You know, is this a result of Initiatives that reservoir itself has implemented after acquiring certain catalogs or rights or you know Is this just is it primarily maybe a function of favorable timing on an existing catalog?

Hey Griffin, so I think that with respect to 7% organic growth that's really about where we would expect to be with some of the tailwinds in the industry and expected growth in the industry we are always We're always working to maximize and grow the new assets that we acquire. We're often able to add value and really see some significant organic growth on those assets when we first bring them into the fold. We're certainly looking forward to doing that on Miles Davis. But we also have specific factors that might go the other way. As we have hit songs in a prior year that come down in the current year, all that goes into organic growth. But I would say 7% is kind of the baseline of where we would expect to be, and we always strive to do better than the industry. So that's kind of how we look at it.

Okay, great. Thanks, Jim. And then I wanted to shift over. I'll just have a couple quick ones regarding Miles Davis Catalog, and then I'll pass it off. But in terms of that acquisition, Goldmar, you just mentioned that, you know, pipeline obviously still fits at over a billion dollars, which is nice to see. Was Miles Davis a part of that pipeline that you saw or was this an off-market deal? Can you just discuss maybe the dynamics there?

Sure. Miles Davis was included in the pipeline. I wouldn't characterize it as off-market as there was a process around that transaction with a conversation that began with the estate in November of 2023. And then from there, the relationship evolved and a formal process was kicked off.

Okay, got it. And just in terms of, you know, when you're talking about collaborating, with the estate there on these value enhancement opportunities. And you mentioned the number expected for the centennial year in 2026. Is there going to be maybe a step up in administration, administrative expenses or other aspects associated with that versus maybe what you would expect to see had you, you know, not acquired that catalog?

No, from an administration standpoint, it doesn't have an impact on our ingestion and the resources around our ingestion. We would be reallocating marketing resource to focus on these initiatives, but that's all being handled through our internal teams at this moment.

Understood. Thanks again for taking my questions, and it's great to see the ongoing process here.

Thank you so much, Griffin. And our next question comes from Richard Baldry with Roth Capital Partners.

Thanks. You talk about sort of the scale or timing of some of the one-time things that appear to be ahead, like the Monster Mash movie or Miles Davis 100, you know, birthday events. Are they similar to things like we've seen when you did De La Soul? Would it be less pronounced or more? And when would those tend to be, you know, roll into the P&L? Thanks.

So, those are certainly one-time events, and I anticipate both of the examples that you cited would be coming through in calendar 20 – beginning in calendar 26. Specific to miles, that's exactly – that's when the centennial begins, and we look at that as a 12- to 18-month window of activations that would be contributing. So, and we view those as one-time events, but that would contribute to long-term value. So, there would be some sustainable benefits that we would have afterwards.

And the G&A side came down a little bit sequentially. How do we think about that going forward? Is sort of the first half run rate what we should be thinking about? Was there something a one-time in first quarter that came down and so second quarter is more where we should be thinking?

Yeah, I think that the driver of changes on the G&A side is largely driven by the management business. You see that in the other revenue that we report and the manager compensation sits in G&A, but it's really driven by that revenue. So as that goes up or down from quarter to quarter, it's going to have an impact on our G&A. I would say that putting that piece aside, we're really at about the run rate that we expect to be in Q2 for the balance of the year. Some minor pushes and pulls, but nothing significant on the other two segments.

Last for me, if we look at the organic growth, Is there a way to piece it apart? You know, you hear more and more about pricing on the sort of digital subscription side. How much of that I think is baked in already or is just sort of what you think will be a steady state organic expander versus your own efforts to drive things like sync and broader usage of the catalog?

Yeah, it's really a mix of all of that. You know, when we think about industry growth, We certainly think about subscriber growth. We think about price increases that are anticipated and expected. And then we have the things that are more within our control, our own initiatives of increasing the value on assets that maybe we recently acquired or taking advantage of specific opportunities for things that have been on our catalog for a long time. Monster Mash is a good example of that where, you know, we look forward to increasing the revenue on that asset as opportunities arise. And we'll have that coming into next year. So it's really a mix of all of those things. Great.

Thanks. This now concludes our question and answer session. I would like to turn the floor back over to Gulnur Khosrowshahi for closing comments.

Thank you, Operator. We remain on track to achieve our full-year financial guidance through top-line expansion and continued cost containment. We believe our portfolio is a best-in-class representation of the importance of diversity in music and its ability to bring fans from around the world together. We appreciate your support and interest in Reservoir and will speak with you in the new year. Thank you.

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines and have a wonderful day.