Reservoir Media, Inc..

Greetings. Welcome to RSVR Q127 earnings 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 this conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Jackie Marcus. Thank you. You may begin.

Thank you, operator. Good morning, everyone, and thank you for participating in today's earnings. Issued a press release with results for its first quarter of fiscal year 2027 ended June 30th, 2026. 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 Golnar Khosrowshahi, Founder and Chief Executive Officer, and Jim Heindlmeyer, 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 the 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 Golnar.

Thank you, Jackie. Good morning, everyone, and thank you for joining us today. We reported another quarter of consistent top line growth as we began fiscal 2027. Our first quarter results reflect the continued execution of our long term strategy, expanding our catalog with high quality assets, investing in exceptional creative talent, strengthening our recorded music business, and deepening our presence in high growth markets around the world. Together, these initiatives continue to enhance the quality and diversity of our portfolio while positioning Reservoir to deliver sustainable long-term value for all of our shareholders. This quarter, we delivered top-line growth of 12%, including 6% organic growth, and continue to see healthy demand for our portfolio across both our music publishing and recorded music businesses. both of which grew year over year. Our performance was driven by contributions from recent acquisitions, success from our active roster, continued price increases across streaming services, and subscriber growth in many of the international markets where we have strategically invested. The broader global music industry continues to demonstrate its resilience An attractive long-term growth profile as evidenced by healthy industry deal flow, increased global consumption, and strong momentum in emerging markets. Latin America, in particular, remains one of the industry's fastest-growing markets. According to the IFPI, in 2025, the region achieved the highest revenue growth rate worldwide of 17.1%, marking its 16th consecutive year of growth. Latin music has firmly established itself as a global commercial force transcending physical borders and language barriers to produce global hits by artists reaching listeners around the world. Our most recent investments in Latin music come through two new complementary strategic partnerships designed to strengthen both our existing catalog and our future pipeline. In June, we announced a joint venture with Tu Publishing, a creator-first company focused on discovering and developing the next generation of Latin songwriters and producers. Under this partnership, Reservoir is the publisher for all current and future writers signed to Tu Publishing creating a platform for long-term creative collaboration and songwriter development. Reservoir and Tu Publishing have also joined forces to co-sponsor a series of writing camps designed to cultivate opportunities for emerging and established artists, songwriters, and producers to collaborate and create commercially competitive music for today's global Latin audience. A few weeks ago, we acquired the catalogs of independent Latin music label Nacional Records and its publishing arm, Canciones Nacionales. We additionally entered a joint venture to sign and develop recording artists and songwriters. Founded in 2005 by Tomas Cookman, Nacional has become one of the leading independent labels in Latin music, developing artists across various Spanish-speaking markets and genres, with the Los Angeles Times dubbing Nacional as the defining voice of Latin alternative in the U.S. just last year. These partnerships with Nacional and Tu combine valuable, established catalogs with active, creative platforms led by highly respected local partners. allowing us to participate in everything from talent discovery and development to long-term catalog ownership. We believe that Latin music is not a regional story but a global one and Reservoir is committed to being at the center of it. Our relationship-driven approach to investing was also evident with our recorded music business as we completed a key venture with UK A&R executive Ali Hodge to bring his nascent record label, Some Action, to Reservoir, further expanding Reservoir's frontline capabilities and artist development. Ali is a seasoned A&R executive who has worked with Mumford & Sons, Glass Animals, and George Ezra, just to name a few. He and his team are based out of the Reservoir and Chrysalis Records London office. facilitating organic synergies across our label platform. To date, the label has signed McGraw, JP O'Grady, and L. Devine, three artists who represent a strong foundation in line with some action and reservoirs broader vision for artist development. Across each of these deals, we consistently maintain our objective of partnering with people or companies excelling in their verticals championing independent music across the globe and strengthening the long-term value of our business. Beyond these notable strategic transactions, we also continued to grow our publishing roster with outstanding creative talent. We announced a partnership with multi-platinum and Grammy award-winning hip-hop icon T.I. in a deal that spans his entire publishing catalog and future works including his new album, Kill the King, which debuted in the top 10 on Billboard's top R&B hip-hop albums, marking T.I.' 's 13th top 10 album on that chart. We also welcomed multi-platinum global pop songwriter and producer, Adam Capet, songwriter, UK producer and multi-instrumentalist, Fretworm, and singer-songwriter, Jarrett Doherty, the frontman of alt-pop rock duo JD. The deal with Doherty also marks the launch of a joint venture with Tin Man, a publishing company founded by Reservoir writer Sam Tenese, further expanding our relationship with him. As Jim will discuss in greater detail, our business continues to generate healthy, predictable revenue and cash flows that give us the flexibility and the resources to invest in our people, our operations, our ever-growing community of creators across the globe, and myriad strategic opportunities across business verticals, all while maintaining financial discipline. Before turning to our financial performance, I'd like to briefly address the previously disclosed non-binding and unsolicited acquisition proposals received by the company. In March 2026, the Board formed a special committee of independent and disinterested directors to evaluate the proposals, and the special committee engaged Morgan Stanley and Company LLC as its financial advisor and Wachtell, Lipton, Rosen and Katz as its legal counsel. Beyond that, we have no additional updates to share today and will provide further information as appropriate. I will now turn the call over to Jim to discuss our fiscal first quarter financial performance. Jim?

Thank you, Golnar, and good morning everyone. Our first fiscal quarter results were in line with our expectations for another strong quarter and as a direct result of our diverse portfolio of quality assets and our ability to easily integrate new talent into our existing infrastructure. Revenue for the first fiscal quarter was $41.5 million, a 6% year-over-year improvement on an organic basis and a 12% increase when including acquisitions. This was led by the 35% growth in our recorded music segment and the 6% increase we had in music publishing. Turning to our operating expenses, the total cost of revenue increased 12% compared to the prior year quarter, while our administration expenses and amortization and depreciation costs grew 16% and 13% respectively versus the prior year. The increase in administration expenses was driven by higher administrative expenses within music publishing and recorded music segments, partially offset by a decrease in other administration expenses. Amortization costs grew due to the acquisition of additional music catalogs. Looking at operating performance for the first quarter, OIBDA was $13.7 million, an increase of 7% year-over-year and adjusted EBITDA was up 13% to $15.7 million compared to our Q1 in fiscal 2026. The increases in OIBDA and adjusted EBITDA were due to higher revenues partially offset by an increase in administration expenses, as I just mentioned. Interest expense was $6.9 million for the quarter versus $6.3 million in the prior year, driven primarily by increased debt balances used to fund acquisitions of music catalogs and Reiter Signings. Net loss for the first quarter was approximately $508,000 compared to a net loss of $644,000 in the first quarter of fiscal 2026. The decrease in net loss was primarily driven by the gain on fair value of swaps partially offset by the loss on foreign exchange and an increase in interest expense. This resulted in break-even diluted earnings per share for the quarter up from a diluted loss per share of one cent in the prior year quarter. Our weighted average diluted outstanding share count during the quarter was approximately 66 million. Now let's dive into our segment review for the quarter. Music Publishing had a 6% increase in revenue versus the prior year quarter at 26.5 million, largely due to a 7% increase in digital revenue, which was driven by the acquisition of additional music catalogs and continued growth at Music Streaming Services. Additionally, performance revenue expanded by 17% within music publishing, driven by hit songs. Both of those were partially offset by declines within the sync, mechanical, and other categories. Moving to our recorded music segment, we had a 35% increase to $14.1 million in revenue compared to our Q1 last year. This was driven by a 23% increase in digital revenue which was also supported by the acquisition of additional music catalogs and continued growth at Music Streaming Services. Robust synchronization revenue and an increase in physical revenues due to the timing of our release schedules also supported our strong revenue growth in recorded music. Turning to our balance sheet. As of June 30, 2026, cash used in operating activities was $1.4 million which was a decrease of $7.4 million compared to the year-ago quarter, primarily due to the timing of royalty payments and the recoupment of royalty advances. We had total available liquidity of $98.9 million consisting of $13.7 million of cash on hand and $85.2 million available under our revolver. We ended the quarter with total debt of $462.2 million which was net of $2.7 million of deferred financing costs and thus we maintained $448.5 million of net debt. That compares to net debt of $429.8 million as of March 31, 2026. Consistent with our prior first quarter earnings calls, we are maintaining our recently announced full year guidance ranges. To remind everyone, our revenue guidance range stands at $186 million to $191 million and at the midpoint implies growth of 7% versus fiscal 2026. We similarly reiterate our adjusted EBITDA guidance range of $75 million to $79 million, which signals growth of 5% over the prior year at the midpoint of that range. We continually review our forecast for the full year and look forward to providing an update when appropriate. After our first quarter results, we remain confident that our consistent strategy of acquiring high quality assets and successfully enhancing their value through our team's efforts will facilitate ResBoard delivering on our anticipated revenue and adjusted EBITDA guidance for fiscal 2027. With that, I'll now pass the call back to Golnar.

Thank you, Jim. We are encouraged by the momentum we've built to begin fiscal 2027. The deals we executed this quarter reflect our investment thesis to seek and develop the next generation of hitmakers, grow our presence in high-growth markets around the world, and build a diversified portfolio. Our investment pipeline remains active, our catalog continues to perform well across both publishing and recorded music, and we remain confident in our strategy and ability to create long-term value for our shareholders. 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 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.

One moment while we poll for questions. Thank you.

Our first question is from Griffin Boss with B. Riley Securities. Please proceed with your question.

Hi, good morning and thank you for taking my question. Just wanted to start out on the operating cash flow. You attributed the outflow to the timing of royalty payments and advance recoupment. Can you just help us understand the mechanics here on the payment side. Specifically, are you seeing any structurally longer payment cycles or is this really just short term and expected to reverse in future quarters? And then on the recruitment side, curious if there's any change in the performance of the underlying writers that you're making advances to. Thank you.

Sure, I'll take that, Griffin. So on the the advanced side, it's, you know, obviously our outgoing advances also sit in Operating Activities, and we had some slightly higher advances this year relative to last year, so that's going to impact those cash flows. On the recoupment side, we're not seeing any real shift. It just so happens that this quarter we had lower recoupment versus the prior year. There were probably some specifics that fell into that, but nothing that really changes our outlook on the advances.

Okay, great. That's good to know. Thanks, Jay. And then just shifting to digital, how can we think about organic growth here? Does that carry a similar organic growth rate to the overall business? Call it, you know, mid single digits?

Yeah, I think that we certainly look at digital and expect that kind of mid single digit organic growth. There's There are certainly one-off items that can impact that, but that's the range that we look at for that category.

Okay, got it. And then just one more if I could sneak it in. On sync, we saw that huge spike here over here in recorded music, but that is the third quarter in the past four where that sync revenue on the recorded side has been elevated like this. So I'm curious if you could just kind of expand on that. Are these one or two very large deals? or are you getting more successful at marketing your overall catalog for these sync opportunities?

Yeah, well, I think that generally our sync team does a great job of maximizing the value of our catalog and we have had a number of great opportunities come our way in the last, like you said, handful of quarters. There were a couple of large syncs that we closed during the quarter, but I think that generally It's really a testament to our sync team and the work that they do to maximize the value that we can achieve from the catalog.

Great. Okay. Well, great to see the progress. Thanks, Jim. Golnar, appreciate it.

Thank you.

Thank you. Our next question is from Richard Baldry with Roth Capital Partners. Please proceed with your question.

Thanks. Given the far faster growth on the recorded side, can you talk about whether that's due to an underlying shift in the return on investments you're seeing there or is it really Simply a matter of more opportunistic, you know, deal flow on that side of the business, and it could, you know, swinger back or forth on, you know, just depending on what you see going ahead.

Yeah, I mean, I think that we are, you know, we're certainly seeing the impact on the recorded side of some of our recent acquisitions, and that's great to see. We have, you know, as we just touched on, you know, with the sync opportunities that come up, those are not linear throughout the year. So we had a really outsized impact coming from seeing this quarter over quarter. But generally, I think that we are seeing a really healthy growth with our catalog on the recorded side, as well as some great acquisitions that are starting to roll into the results.

It seems like you talked a lot about some new partnerships and I'm curious, what types of resources do you have to bring to those? Is there upfront investments you put into those to kind of launch them? Or are the people and artists you're working with bringing most of that to the table and you're bringing sort of an infrastructure they can leverage on top of?

I think each of those deals varies as far as what we are bringing to the table in some cases we're acquiring catalog in other cases we are applying existing overhead and committing those resources to those new partnerships we likely have structures where we are committing with review to new signings and additions to the roster in those partnerships So each of those deals varies, but the intent of all of that is, as I said, to partner with people who are extremely knowledgeable and resourceful in their verticals and bring the operational synergies that we can to continue to expand the business.

And the administrative expense side stepped up a bit in a quarter. Is any of that sort of pulled forward from the back end of the year or is it sort of a new level we should be looking at? How do we think about that on a steady or state basis?

Yeah, I would say that our Q1 overhead certainly has some things in there that have elevated the run rate for that quarter. I don't think that you should look at Q1 and just take that as the the baseline for the next three quarters of the year. I think that Q1 is a bit elevated for us. Thanks.

And last for me, can you talk a little bit about sort of the seasonality? You know, there are some swings within the revenue segments that are so, you know, should we use past years as a model or are there anything we should be calling out as sort of unusual this year to make sure we're thinking about it correctly? Thanks.

Yeah, I think that it's, you know, while we do our best with our accruals to reflect revenue properly by quarter, we still have some, call it payment cycle impact that leads to seasonality where, you know, you might see slightly elevated revenue more in our Q2 and Q4 versus our Q1 and Q3. So I think that to your question, yes, you can look at prior years and and model it based on that type of cadence as we move through this year. Great. Thanks. Congrats and good quarter. Thanks.

Thank you.

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

Thank you, operator. We appreciate your support and interest in Reservoir and we look forward to sharing our second fiscal quarter results this fall.

Thank you very much.