Reservoir Media, Inc 10-Q for FY2026 Q3
Reservoir Media, Inc. (RSVR)
About this 10-Q
Reservoir Media, Inc filed this 10-Q on February 4, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $45.57M
- up 7.7% from $42.3M a year earlier
- Net income
- $2.2M
- down 58.1% from net income of $5.24M a year earlier
- Diluted EPS
- $0.03
- down 62.5% from $0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
For the transition period from to
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As of January 26, 2026, there were
RESERVOIR MEDIA, INC.
FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In U.S. dollars, except share data)
(Unaudited)
|
| Three Months Ended December 31, |
| Nine Months Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Revenues | | $ | | | $ | | | $ | | | $ | |
Costs and expenses: | | | | | | | | | | | | |
Cost of revenue | | | | | | | | | | | | |
Amortization and depreciation | | | | | | | | | | | | |
Administration expenses | |
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Total costs and expenses | |
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Operating income | |
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Interest expense | |
| ( | |
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(Loss) gain on foreign exchange | |
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| ( |
(Loss) gain on fair value of swaps | | | ( | | | | | | ( | | | ( |
Other (expense) income, net | |
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Income before income taxes | |
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Income tax expense | |
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Net income | | | | | | | | | | | | |
Net (income) loss attributable to noncontrolling interests | | | ( | | | ( | | | | | | |
Net income attributable to Reservoir Media, Inc. | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Earnings per common share (Note 13): | | | | | | | | | | | | |
Basic | | $ | | | $ | | | $ | | | $ | |
Diluted | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Weighted average common shares outstanding (Note 13): | | | | | | | | | | | | |
Basic | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | |
See accompanying notes to the condensed consolidated financial statements.
1
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In U.S. dollars)
(Unaudited)
| | Three Months Ended December 31, | | Nine Months Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Net income | | $ | | | $ | | | $ | | | $ | |
Other comprehensive (loss) income: |
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Translation adjustments |
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Total comprehensive income |
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Comprehensive (income) loss attributable to noncontrolling interests |
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Total comprehensive income attributable to Reservoir Media, Inc. | | $ | | | $ | | | $ | | | $ | |
See accompanying notes to the condensed consolidated financial statements.
2
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except share data)
(Unaudited)
| | December 31, | | March 31, | ||
| | 2025 | | 2025 | ||
Assets | | | | | | |
Current assets |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable | |
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Current portion of royalty advances | |
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Other current assets | | | | | | |
Total current assets | | | | | | |
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Intangible assets, net | |
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Equity method and other investments | |
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Royalty advances, net of current portion and reserves | | | | | | |
Property and equipment, net | | | | |
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Operating lease right of use assets, net | | | | | | |
Fair value of swap assets | | | | | | |
Other assets | | | | | | |
Total assets | | $ | | | $ | |
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Liabilities | |
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Current liabilities | | | | | | |
Accounts payable and accrued liabilities | | $ | | | $ | |
Royalties payable | | | | | | |
Accrued payroll | |
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Deferred revenue | | | | | | |
Other current liabilities | |
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Income taxes payable | | | | | | |
Total current liabilities | | | | | | |
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Secured line of credit | | | | | | |
Deferred tax liability | | | | | | |
Operating lease liabilities, net of current portion | | | | | | |
Fair value of swap liability | | | | | | |
Other liabilities | | | | | | |
Total liabilities | | | | | | |
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Contingencies and commitments (Note 15) | | | | | | |
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Shareholders’ Equity | | | | | | |
Preferred stock, $ | | | | | ||
Common stock, $ | | | | | | |
Additional paid-in capital | | | | | | |
Retained earnings | | | | | | |
Accumulated other comprehensive income (loss) | | | | | | ( |
Total Reservoir Media, Inc. shareholders’ equity | | | | | | |
Noncontrolling interest | | | | | | |
Total shareholders’ equity | | | | | | |
Total liabilities and shareholders’ equity | | $ | | | $ | |
See accompanying notes to the condensed consolidated financial statements.
3
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except share data)
(Unaudited)
| | For the Three and Nine Months Ended December 31, 2025 | ||||||||||||||||||
| | Common Stock | | | | | | | Accumulated other | | | | | | | |||||
| | | | | | | Additional paid-in | | Retained | | comprehensive | | Noncontrolling | | Shareholders’ | |||||
| | Shares | | Amount | | capital | | earnings | | income (loss) | | interests | | equity | ||||||
Balance, March 31, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Share-based compensation |
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Stock option exercises | | | | | — | | | | | | — | | | — | | | — | | | |
Vesting of restricted stock units, net of shares withheld for employee taxes | | | | | | | | ( | | | — | | | — | | | — | | | ( |
Reclassification of liability-classified awards to equity-classified awards | | — | | | — | | | | | | — | | | — | | | — | | | |
Net loss |
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Other comprehensive income | | — | | | — | | | — | | | — | | | | | | — | | | |
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Share-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — | | | — | | | — |
Reclassification of liability-classified awards to equity-classified awards | | — | | | — | | | | | | — | | | — | | | — | | | |
Net income (loss) | | — | | | — | | | — | | | | | | — | | | ( | | | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, September 30, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Share-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Vesting of restricted stock units | | | | | — | | | — | | | — | | | — | | | — | | | — |
Acquisition of noncontrolling interests | | — | | | — | | | ( | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | | — | | | | | | — | | | | | | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, December 31, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | For the Three and Nine Months Ended December 31, 2024 | ||||||||||||||||||
| | Common Stock | | | | | | Accumulated other | | | | | | | ||||||
| | | | | | | Additional paid-in | | Retained | | comprehensive | | Noncontrolling | | Shareholders’ | |||||
| | Shares | | Amount | | capital | | earnings | | loss | | interests | | equity | ||||||
Balance, March 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Share-based compensation |
| — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises | | | | | — | | | | | | | | | | | | | | | |
Vesting of restricted stock units, net of shares withheld for employee taxes | | | | | | | | ( | | | — | | | — | | | — | | | ( |
Reclassification of liability-classified awards to equity-classified awards | | — | | | — | | | | | | — | | | — | | | — | | | |
Net loss | | — | | | — | | | — | | | ( | | | — | | | ( | | | ( |
Other comprehensive income |
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Balance, June 30, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Share-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises | | | | | | | | | | | — | | | — | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — | | | — | | | — |
Reclassification of liability-classified awards to equity-classified awards | | | | | | | | | | | — | | | — | | | — | | | |
Net income (loss) | | — | | | — | | | — | | | | | | — | | | ( | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | | | | — | | | |
Balance, September 30, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Share-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises | | | | | — | | | | | | — | | | — | | | — | | | |
Vesting of restricted stock units | | | | | — | | | — | | | — | | | — | | | — | | | — |
Distribution to noncontrolling interest holders | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | | — | | | | | | — | | | | | | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balance, December 31, 2024 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
See accompanying notes to the condensed consolidated financial statements.
4
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
(Unaudited)
| | Nine Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Cash flows from operating activities: |
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Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
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Amortization of intangible assets | |
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Depreciation of property and equipment | |
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Share-based compensation | |
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Amortization of deferred financing costs | | | | | | |
Loss on fair value of swaps | |
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Loss from equity method investments | | | | | | |
Gain on disposition of equity investment | | | — | | | ( |
Deferred income taxes | |
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Changes in operating assets and liabilities: | |
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Accounts receivable | |
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| ( |
Other current assets | | | | | | |
Royalty advances | | | | | | |
Other assets and liabilities | | | | | | |
Accounts payable, accrued expenses and deferred revenue | | | | | | ( |
Royalties payable | | | | | | |
Income taxes payable | | | ( | | | ( |
Net cash provided by operating activities | | | | | | |
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Cash flows from investing activities: | | | | | | |
Purchases of music catalogs | | | ( | | | ( |
Loan to third party | | | — | | | ( |
Investments in equity affiliates | | | ( | | | ( |
Sale of equity investment | | | — | | | |
Purchases of property and equipment | | | ( | | | ( |
Net cash used for investing activities | | | ( | | | ( |
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Cash flows from financing activities: | | | | | | |
Proceeds from secured line of credit | | | | | | |
Repayments of secured line of credit | | | ( | | | ( |
Proceeds from stock option exercises | | | | | | |
Taxes paid related to net share settlement of restricted stock units | | | ( | | | ( |
Deferred financing costs paid | | | ( | | | — |
Acquisition of noncontrolling interests | | | ( | | | — |
Distribution to noncontrolling interest holders | | | — | | | ( |
Net cash provided by financing activities | | | | | | |
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Foreign exchange impact on cash | | | ( | | | ( |
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Decrease in cash and cash equivalents | | | ( | | | ( |
Cash and cash equivalents beginning of period | | | | | | |
Cash and cash equivalents end of period | | $ | | | $ | |
See accompanying notes to the condensed consolidated financial statements.
5
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS
Reservoir Media, Inc., a Delaware corporation (the “Company”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi and Mumbai.
Following a business combination between Roth CH Acquisition II Co. (“ROCC”) and Reservoir Holdings, Inc., a Delaware corporation (“RHI”), on July 28, 2021 (the “Business Combination”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $
The Company is a holding company that conducts substantially all of its business operations through Reservoir Media Management, Inc. (“RMM”), and RMM’s subsidiaries. The Company’s activities are organized into
NOTE 2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. Certain information and note disclosures typically included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited financial statements as of and for the fiscal years ended March 31, 2025 and 2024.
The condensed consolidated balance sheet of the Company as of March 31, 2025, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending March 31, 2026 or any other period.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Significant estimates are used for, but not limited to, determining useful lives of intangible assets, intangible asset recoverability and impairment and accrued revenue. Actual results could differ from these estimates.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which will require disclosure of additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on its disclosures upon adoption.
6
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which expands income tax disclosures, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 should be applied on a prospective basis, with retrospective application permitted. ASU 2023-09 is effective for annual periods of public business entities for fiscal years beginning after December 15, 2024 and for annual periods of entities other than public entities beginning after December 15, 2025, with early adoption permitted. The Company expects to adopt ASU 2023-09 in its consolidated financial statements for the year ended March 31, 2026. The adoption will require certain additional disclosures in the notes to the Company’s consolidated financial statements.
NOTE 4. REVENUE RECOGNITION
For the Company’s operating and reportable segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company. The Company recognized revenue of $
Disaggregation of Revenue
The Company’s revenue consisted of the following categories during the three and nine months ended December 31, 2025 and 2024:
| | Three Months Ended December 31, | | Nine Months Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Revenue by Type | | | | | | | | | | | | |
Digital | | $ | | | $ | | | $ | | | $ | |
Performance | |
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Synchronization | |
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Mechanical | |
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Other | |
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Total Music Publishing | | | | | | | | | | | | |
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Digital | |
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Physical | |
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Neighboring rights | |
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Synchronization | |
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Total Recorded Music | | | | | | | | | | | | |
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Other revenue | | | | | | | | | | | | |
Total revenue | | $ | | | $ | | | $ | | | $ | |
7
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
| | Three Months Ended December 31, | | Nine Months Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Revenue by Geographical Location |
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United States Music Publishing | | $ | | | $ | | | $ | | | $ | |
United States Recorded Music | |
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United States other revenue | |
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Total United States | |
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International Music Publishing | |
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International Recorded Music | |
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Total International | |
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Total revenue | | $ | | | $ | | | $ | | | $ | |
Only the United States represented
Deferred Revenue
The following table reflects the change in deferred revenue during the nine months ended December 31, 2025 and 2024:
| | Nine Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Balance at beginning of period | | $ | | | $ | |
Cash received during period | |
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Revenue recognized during period(a) | |
| ( | |
| ( |
Balance at end of period | | $ | | | $ | |
| (a) | Includes revenues of $ |
NOTE 5. ACQUISITIONS
In the ordinary course of business, the Company regularly acquires publishing and recorded music catalogs, which are typically accounted for as asset acquisitions. During the nine months ended December 31, 2025 and 2024, the Company completed such acquisitions totaling $
NOTE 6. INTANGIBLE ASSETS
Intangible assets subject to amortization consist of the following as of December 31, 2025 and March 31, 2025:
| | December 31, | | March 31, | ||
| | 2025 | | 2025 | ||
Intangible assets subject to amortization: |
| | |
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Publishing and recorded music catalogs | | $ | |
| $ | |
Artist management contracts | |
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|
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Gross intangible assets | |
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Accumulated amortization | |
| ( |
| | ( |
Intangible assets, net | | $ | | | $ | |
Straight-line amortization expense totaled $
8
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
NOTE 7. ROYALTY ADVANCES
The Company made royalty advances totaling $
The following table reflects the change in royalty advances, net during the nine months ended December 31, 2025 and 2024:
| | Nine Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Balance at beginning of period | | $ | | | $ | |
Additions | |
| | |
| |
Recoupments | |
| ( | |
| ( |
Foreign currency translation | | | | | | ( |
Balance at end of period | | $ | | | $ | |
NOTE 8. SECURED LINE OF CREDIT
Long-term debt consists of the following:
| | December 31, | | March 31, | ||
| | 2025 | | 2025 | ||
Secured line of credit | | $ | | | $ | |
Debt issuance costs, net | |
| ( | |
| ( |
| | $ | | | $ | |
Credit Facilities
RMM is party to a credit agreement (as amended or supplemented from time to time, the “RMM Credit Agreement”) governing RMM’s senior secured revolving credit facility (the “Senior Credit Facility”). On June 3, 2025, RMM entered into an amendment (the “Third Amendment”) to the RMM Credit Agreement, which amended the Senior Credit Facility to (i) increase the revolving credit commitment from $
The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027. The interest rate on borrowings under the Senior Credit Facility is equal to, at the Company’s option, either (i) the sum of a base rate plus a margin of
9
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
The RMM Credit Agreement contains customary covenants limiting the ability of the Company, RHI, RMM and certain of its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements. In addition, the Company, on a consolidated basis with its subsidiaries, must comply with financial covenants requiring the Company to maintain (i) a fixed charge coverage ratio of not less than
As described above, the Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $
Interest Rate Swaps
At December 31, 2025, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR:
| | Notional | | | | | |
| | Amount at | | | | | |
| | December 31, | | Pay Fixed | | | |
Effective Date | | 2025 | | Rate | | Maturity | |
September 30, 2024 | | $ | | | | % | December 2027 |
September 30, 2024 | | $ | | | | % | December 2027 |
September 4, 2025 | | $ | | | | % | December 2027 |
In September 2025, the Company entered into an interest rate swap in the amount of $
On September 30, 2024, three previous interest rate swaps expired with original notional amounts of $
NOTE 9. INCOME TAXES
Income tax expense for the three months ended December 31, 2025 and 2024 was $
On July 4, 2025, the reconciliation bill, commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law in the U.S., introducing a broad range of tax reform provisions, including changes to interest deductibility, bonus depreciation, and various international provisions with multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The impact of the OBBBA tax legislation did not have a material impact on the condensed consolidated financial statements during the three and nine months ended December 31, 2025, and is not expected to have a material impact in future periods.
10
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
NOTE 10. SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid and income taxes paid for the nine months ended December 31, 2025 and 2024 were comprised of the following:
| | Nine Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Interest paid | | $ | | | $ | |
Income taxes paid | | $ | | | $ | |
Non-cash investing and financing activities for the nine months ended December 31, 2025 and 2024 were comprised of the following:
| | Nine Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Acquired intangible assets included in other current liabilities and other liabilities | | $ | | | $ | |
Reclassification of liability-classified awards to equity-classified awards | | $ | | | $ | |
Right-of-use assets received in exchange for operating lease obligations | | $ | | | $ | — |
NOTE 11. WARRANTS
As of December 31, 2025, the Company’s outstanding warrants included
The Warrants will expire on July 28, 2026, which is
NOTE 12. SHARE-BASED COMPENSATION
Share-based compensation expense totaled $
During the nine months ended December 31, 2025 and 2024, the Company granted restricted stock units (“RSUs”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount. Prior to the issuance of these RSUs, the Company classified these awards as liabilities. Upon issuance of the RSUs, the awards became equity-classified as they no longer met the criteria to be liability-classified and as a result liabilities of $
11
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
NOTE 13. EARNINGS PER SHARE
The following table summarizes the basic and diluted earnings per common share calculation for the three and nine months ended December 31, 2025 and 2024:
| | Three Months Ended | | Nine Months Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
| | | | | | | | | | | | |
Basic earnings per common share | |
| |
| | |
| | |
| | |
Net income attributable to Reservoir Media, Inc. | | $ | | | $ | | | $ | | | $ | |
Weighted average common shares outstanding - basic | |
| | |
| | |
| | |
| |
Earnings per common share - basic | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Diluted earnings per common share | |
| | |
| | |
| | |
| |
Net income attributable to Reservoir Media, Inc. | | $ | | | $ | | | $ | | | $ | |
Weighted average common shares outstanding - basic | |
| | |
| | |
| | |
| |
Weighted average effect of potentially dilutive securities: | |
| | | | | | | | |
| |
Effect of dilutive stock options and RSUs | |
| | |
| | |
| | |
| |
Weighted average common shares outstanding - diluted | | | | | | | | | | | | |
Earnings per common share - diluted | | $ | | | $ | | | $ | | | $ | |
Because of their anti-dilutive effect,
NOTE 14. FINANCIAL INSTRUMENTS
The Company is exposed to the following risks related to its financial instruments:
| (a) | Credit Risk |
Credit risk arises from the possibility that the Company’s debtors may be unable to fulfill their financial obligations. Revenues earned from publishing and distribution companies are concentrated in the music and entertainment industry. The Company monitors its exposure to credit risk on a regular basis.
(b) | Interest Rate Risk |
The Company is exposed to market risk from changes in interest rates on its Senior Credit Facility. As described in Note 8, “Secured Line of Credit,” the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its Credit Facilities.
12
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
The fair value of the outstanding interest rate swaps consisted of a $
(c) | Foreign Exchange Risk |
The Company is exposed to foreign exchange risk in fluctuations of currency rates on its revenue from royalties, writers’ fees and its subsidiaries’ operations.
(d) | Financial Instruments |
Financial instruments not described elsewhere include cash, accounts receivable, accounts payable, accrued liabilities and the Company’s secured line of credit. The carrying values of these instruments as of December 31, 2025 do not differ materially from their respective fair values due to the immediate or short-term duration of these items or their bearing market-related rates of interest.
An investment in equity securities was sold during the three months ended December 31, 2024, which resulted in recognition of a gain of $
NOTE 15. CONTINGENCIES AND COMMITMENTS
Litigation
The Company is subject to claims and contingencies in the normal course of business. To the extent the Company cannot determine whether a loss is probable based on the uncertain outcome of the claims and contingencies or estimate the amount of any loss that may result,
NOTE 16. SEGMENT REPORTING
The Company’s business is organized in
The accounting policies of the Company’s business segments are consistent with the Company’s policies for the condensed consolidated financial statements. The Company does not have sales between segments.
13
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
The following tables present total revenue and OIBDA by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from information regularly provided to the CODM, and a reconciliation of OIBDA to income before income taxes for the three and nine months ended December 31, 2025 and 2024:
| | Three Months Ended December 31, 2025 | |||||||
| | Music | | Recorded | | | | ||
| | Publishing | | Music | | Total | |||
Reportable segment revenue | | $ | | | $ | | | $ | |
Other revenue(a) | | | | | | | | | |
Consolidated revenue | | | | | | | | $ | |
Significant segment expenses: | |
| | |
| | |
| |
Cost of revenue | | | | |
| | | | |
Administration expenses | |
| | |
| | |
| |
Reportable segment OIBDA | | $ | | | $ | | | | |
Other profit(a) | | | | | | | | | |
Amortization and depreciation | | | | | | | | | ( |
Interest expense | | | | | | | | | ( |
Loss on foreign exchange | | | | | | | | | ( |
Loss on fair value of swaps | | | | | | | | | ( |
Other expense, net | | | | | | | | | ( |
Income before income taxes | | | | | | | | $ | |
| | | Three Months Ended December 31, 2024 | ||||||
| | Music | | Recorded | | | | ||
| | Publishing | | Music | | Total | |||
Reportable segment revenue | | $ | | | $ | | | $ | |
Other revenue(a) | | | | | | | | | |
Consolidated revenue | | | | | | | | $ | |
Significant segment expenses: | | | | | | | | | |
Cost of revenue | |
| | |
| | |
| |
Administration expenses | |
| | |
| | |
| |
Reportable segment OIBDA | | $ | | | $ | | | | |
Other profit(a) | | | | | | | | | |
Amortization and depreciation | | | | | | | | | ( |
Interest expense | | | | | | | | | ( |
Loss on foreign exchange | | | | | | | | | ( |
Gain on fair value of swaps | | | | | | | | | |
Other income, net | | | | | | | | | |
Income before income taxes | | | | | | | | $ | |
14
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
| | Nine Months Ended December 31, 2025 | |||||||
| | Music | | Recorded | | | | ||
| | Publishing | | Music | | Total | |||
Reportable segment revenue | | $ | | | $ | | | $ | |
Other revenue(a) | | | | | | | | | |
Consolidated revenue | | | | | | | | $ | |
Significant segment expenses: | |
| | |
| | |
| |
Cost of revenue | | | | |
| | | | |
Administration expenses | |
| | |
| | |
| |
Reportable segment OIBDA | | $ | | | $ | | | | |
Other profit(a) | | | | | | | | | |
Amortization and depreciation | | | | | | | | | ( |
Interest expense | | | | | | | | | ( |
Gain on foreign exchange | | | | | | | | | |
Loss on fair value of swaps | | | | | | | | | ( |
Other expense, net | | | | | | | | | ( |
Income before income taxes | | | | | | | | $ | |
| | Nine Months Ended December 31, 2024 | |||||||
| | Music | | Recorded | | | | ||
| | Publishing | | Music | | Total | |||
Reportable segment revenue | | $ | | | $ | | | $ | |
Other revenue(a) | | | | | | | | | |
Consolidated revenue | | | | | | | | $ | |
Significant segment expenses: | |
| | |
| | |
| |
Cost of revenue | | | | |
| | | | |
Administration expenses | |
| | |
| | |
| |
Reportable segment OIBDA | | $ | | | $ | | | | |
Other profit(a) | | | | | | | | | |
Amortization and depreciation | | | | | | | | | ( |
Interest expense | | | | | | | | | ( |
Loss on foreign exchange | | | | | | | | | ( |
Loss on fair value of swaps | | | | | | | | | ( |
Other income, net | | | | | | | | | |
Income before income taxes | | | | | | | | $ | |
| (a) | Other revenue and other profit relate to the Company’s artist management operating segment, which does not meet the quantitative thresholds for determining reportable segments in any period presented. |
The Company’s CODM manages assets on a consolidated basis. Segment assets and amortization and depreciation by reportable segment are not reported to the Company’s CODM nor used to allocate resources or assess performance of the segments. Accordingly, neither total segment assets nor amortization and depreciation by reportable segment have been disclosed.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of Reservoir Media, Inc.’s financial condition and results of operations should be read in conjunction with Reservoir Media, Inc.’s condensed consolidated financial statements, including the accompanying notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). Certain statements contained in the discussion and analysis set forth below include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Reservoir” refer collectively to Reservoir Media, Inc. and its consolidated subsidiaries.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and are intended to be covered by the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “predict,” “project,” “target,” “goal,” “intend,” “continue,” “could,” “may,” “might,” “shall,” “should,” “will,” “would,” “plan,” “possible,” “potential,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, any statements that refer to expectations, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current expectations, projections and beliefs based on information currently available. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause its actual business, financial condition, results of operations, performance and/or achievements to be materially different from any future business, financial condition, results of operations, performance and/or achievements expressed or implied by these forward-looking statements. Because some of these risks and uncertainties cannot be predicted or quantified, you should not rely on our forward-looking statements as predictions of future events. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2025 and the Company’s other filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should read this Quarterly Report with the understanding that actual future events or future performance might be materially different from our expectations.
Introduction
We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc. (“RMM”) and RMM’s subsidiaries. RMM is one of the world’s leading independent music companies. We operate a music publishing business, a recorded music business, a management business and a rights management entity in the Middle East.
Business Overview
We are an independent music company operating in music publishing and recorded music. Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genre and geography. Consistent with how we classify and operate our business, our company is organized in two reportable segments: Music Publishing and Recorded Music. A brief description of each segment’s operations is presented below.
Music Publishing Segment
Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions.
16
The operations of our Music Publishing business are conducted principally through RMM, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates and non-affiliated licensees and sub-publishers. We own or control rights to a vast collection of musical compositions, including numerous pop hits, American standards and motion picture and theatrical compositions. Assembled over many years, our catalog represents a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. In addition to the catalog, we represent many active songwriters who are consistently generating new music.
Music Publishing revenues are derived from five main sources:
| ● | Digital––the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services; |
| ● | Performance––the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g., bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs), and performance of music in staged theatrical productions; |
| ● | Synchronization––the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games; |
| ● | Mechanical––the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine-readable format or configuration such as vinyl, CDs and DVDs; and |
| ● | Other––the rightsholder receives revenues for use in sheet music and other uses. |
The principal costs associated with our Music Publishing business are as follows:
| ● | Writer Royalties and Other Publishing Costs––the artist and repertoire (“A&R”) costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters, all of which are classified as cost of revenue; and |
| ● | Administration Expenses––the costs associated with general overhead, and other administrative expenses, as well as selling and marketing. |
Recorded Music Segment
Our Recorded Music business consists of three types of sound recording rights ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists that we own and control (“Current Artist”). This is a new area of focus for us and does not yet produce significant revenue. The second is the active marketing, promotion, distribution, sale and license of previously recorded and subsequently acquired catalog recordings (the “Catalog”). The third is acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated with an established recording artist or producer contract in connection with existing sound recordings. Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels.
Our recorded music business is operated by our label teams based in London and New York City, which release music from our labels Chrysalis Records, Tommy Boy Music, New State and Reservoir Recordings. We primarily manage Catalog recorded music, but we have a small roster of Current Artists for whom we release new music. We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and others. Our core Catalog includes recordings under the Chrysalis Records label by artists, such as Sinéad O’Connor, The Specials, Generation X, The Waterboys and De La Soul, recordings under the Tommy Boy label by artists, such as Coolio, House of Pain, Naughty By Nature and Queen Latifah, plus select catalog artists on Fool’s Gold Records, which we also distribute.
17
Our Current Artist and Catalog recorded music distribution is handled by a mix of direct deals such as with Amazon, Apple, TikTok, and YouTube, plus a network of distribution partners including MERLIN, AMPED, and Proper. Chrysalis Records’ current frontline releases are distributed through Secretly Distribution.
Through our distribution network, our music is being sold in physical retail outlets, as well as in physical form to online retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services, such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services, such as iHeart Radio and SiriusXM, and download services. We also license music digitally to fitness platforms, such as Apple Fitness+, Equinox, Hydrow and Peloton and social media outlets such as Facebook, Instagram, TikTok and Snap.
Recorded Music revenues are derived from four main sources:
| ● | Digital––the rightsholder receives revenues with respect to streaming and download services; |
| ● | Physical––the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs; |
| ● | Neighboring Rights––the rightsholder receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs; and |
| ● | Synchronization––the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. |
The principal costs associated with our Recorded Music business are as follows:
| ● | Artist Royalties and Other Recorded Costs––the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets, all of which are classified as cost of revenue; and |
| ● | Administration Expenses––the costs associated with general overhead and other administrative expenses as well as costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support. |
18
Use of Non-GAAP Financial Measures
We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Results of Operations
Income Statement
Our income statement was composed of the following amounts (in thousands):
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| ||||||
Revenues | | $ | 45,568 | | $ | 42,304 | | $ | 3,264 | | 8 | % | $ | 128,167 | | $ | 117,288 | | $ | 10,879 | | 9 | % |
Costs and expenses: | | | | | | | | | | | |
| | | | | | | | | | | |
Cost of revenue |
| | 16,198 |
| | 15,068 |
| | 1,130 |
| 7 | % | | 45,923 | | | 43,181 | | | 2,742 | | 6 | % |
Amortization and depreciation | | | 7,789 | | | 6,714 | | | 1,076 | | 16 | % | | 22,660 | | | 19,528 | | | 3,131 | | 16 | % |
Administration expenses | | | 11,253 | | | 10,964 | | | 289 | | 3 | % | | 33,124 | | | 29,938 | | | 3,186 | | 11 | % |
Total costs and expenses | | | 35,240 | | | 32,746 | | | 2,495 | | 8 | % | | 101,707 | | | 92,646 | | | 9,060 | | 10 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 10,327 | | | 9,558 | | | 770 | | 8 | % | | 26,461 | | | 24,642 | | | 1,819 | | 7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (6,584) | | | (5,777) | | | (807) | | 14 | % | | (19,622) | | | (15,797) | | | (3,825) | | 24 | % |
(Loss) gain on foreign exchange | | | (89) | | | (76) | | | (12) | | 16 | % | | 620 | | | (172) | | | 792 | | NM | |
(Loss) gain on fair value of swaps | | | (270) | | | 3,085 | | | (3,355) | | NM | | | (1,584) | | | (2,532) | | | 949 | | NM | |
Other (expense) income, net | | | (103) | | | 509 | | | (612) | | NM | | | (358) | | | 411 | | | (768) | | NM | |
Income before income taxes |
| | 3,281 |
| | 7,299 |
| | (4,017) |
| (55) | % | | 5,518 | | | 6,551 |
| | (1,033) |
| (16) | % |
Income tax expense | | | 1,078 | | | 1,987 | | | (909) | | (46) | % | | 1,755 | | | 1,541 | | | 214 | | 14 | % |
Net income |
| | 2,203 |
| | 5,312 |
| | (3,109) |
| (59) | % | | 3,763 | | | 5,010 |
| | (1,247) |
| (25) | % |
Net (income) loss attributable to noncontrolling interests |
| | (7) |
| | (67) |
| | 60 |
| (90) | % | | 135 | | | 72 |
| | 63 |
| 87 | % |
Net income attributable to Reservoir Media, Inc. | | $ | 2,196 | | $ | 5,244 | | $ | (3,048) |
| (58) | % | $ | 3,898 | | $ | 5,082 | | $ | (1,184) |
| (23) | % |
NM – Not meaningful
19
Revenues
Our revenues were composed of the following amounts (in thousands):
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change | | ||||||
Revenue by Type |
| | |
| | | |
| |
| |
| | |
| | | |
| |
| | |
Digital | | $ | 17,423 | | $ | 16,662 | | $ | 761 |
| 5 | % | $ | 47,808 | | $ | 46,885 | | $ | 923 | | 2 | % |
Performance | |
| 6,205 | |
| 4,356 | |
| 1,850 |
| 42 | % |
| 18,478 | |
| 14,574 | |
| 3,905 | | 27 | % |
Synchronization | |
| 4,567 | |
| 4,127 | |
| 440 |
| 11 | % |
| 13,322 | |
| 12,758 | |
| 564 | | 4 | % |
Mechanical | |
| 603 | |
| 949 | |
| (347) |
| (37) | % |
| 2,872 | |
| 2,708 | |
| 163 | | 6 | % |
Other | |
| 1,324 | |
| 799 | |
| 524 |
| 66 | % |
| 3,450 | |
| 2,564 | |
| 886 | | 35 | % |
Total Music Publishing | |
| 30,122 | |
| 26,893 | |
| 3,228 |
| 12 | % |
| 85,930 | |
| 79,489 | |
| 6,441 | | 8 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Digital | |
| 9,350 | |
| 8,142 | |
| 1,208 |
| 15 | % |
| 26,073 | |
| 21,911 | |
| 4,162 | | 19 | % |
Physical | |
| 1,860 | |
| 1,970 | |
| (110) |
| (6) | % |
| 4,278 | |
| 4,826 | |
| (548) | | (11) | % |
Neighboring rights | |
| 1,147 | |
| 887 | |
| 260 |
| 29 | % |
| 3,322 | |
| 3,074 | |
| 248 | | 8 | % |
Synchronization | |
| 516 | |
| 965 | |
| (450) |
| (47) | % |
| 2,626 | |
| 2,477 | |
| 149 | | 6 | % |
Total Recorded Music | |
| 12,873 | |
| 11,964 | |
| 908 |
| 8 | % |
| 36,299 | |
| 32,287 | |
| 4,012 | | 12 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Other revenue | |
| 2,574 | |
| 3,446 | |
| (873) |
| (25) | % |
| 5,938 | |
| 5,511 | |
| 427 | | 8 | % |
Total Revenue | | $ | 45,568 | | $ | 42,304 | | $ | 3,264 |
| 8 | % | $ | 128,167 | | $ | 117,288 | | $ | 10,879 | | 9 | % |
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | | | ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 | | ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change | | ||||||
Revenue by Geographical Location | | | |
| | | |
| |
| |
| | |
| | | |
| |
| | |
U.S. Music Publishing | | $ | 17,985 | | $ | 16,758 | | $ | 1,227 |
| 7 | % | $ | 47,813 | | $ | 46,670 | | $ | 1,142 | | 2 | % |
U.S. Recorded Music | |
| 6,766 | |
| 5,881 | |
| 884 |
| 15 | % |
| 19,356 | |
| 17,625 | |
| 1,732 | | 10 | % |
U.S. Other Revenue | |
| 2,574 | |
| 3,446 | |
| (873) |
| (25) | % |
| 5,938 | |
| 5,511 | |
| 427 | | 8 | % |
Total U.S. | |
| 27,324 | |
| 26,086 | |
| 1,238 |
| 5 | % |
| 73,107 | |
| 69,806 | |
| 3,301 | | 5 | % |
International Music Publishing | |
| 12,137 | |
| 10,135 | |
| 2,002 |
| 20 | % |
| 38,117 | |
| 32,819 | |
| 5,298 | | 16 | % |
International Recorded Music | |
| 6,107 | |
| 6,083 | |
| 24 |
| 0 | % |
| 16,943 | |
| 14,663 | |
| 2,280 | | 16 | % |
Total International | |
| 18,244 | |
| 16,218 | |
| 2,026 |
| 12 | % |
| 55,060 | |
| 47,482 | |
| 7,579 | | 16 | % |
Total Revenue |
| $ | 45,568 | | $ | 42,304 | | $ | 3,264 |
| 8 | % | $ | 128,167 | | $ | 117,288 | | $ | 10,879 | | 9 | % |
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Total revenues increased by $3,264 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven by a 12% increase in Music Publishing revenues and an 8% increase in Recorded Music revenues. Music Publishing revenues represented 66% and 64% of total revenues for the three months ended December 31, 2025 and the three months ended December 31, 2024, respectively. Recorded Music revenues represented 28% of total revenues for the three months ended December 31, 2025 and December 31, 2024. U.S. and international revenues represented 60% and 40%, respectively, of total revenues for the three months ended December 31, 2025. U.S. and international revenues represented 62% and 38%, respectively, of total revenues for the three months ended December 31, 2024.
Total digital revenues increased by $1,968 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. Total digital revenues represented 59% of total revenues for the three months ended December 31, 2025 and December 31, 2024.
20
Music Publishing revenues increased by $3,228 thousand, or 12%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. This increase in Music Publishing revenues was due to a $1,850 thousand increase in performance revenue driven by the performance of hit songs, a $761 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, a $524 thousand increase in other revenue primarily attributable to acquired stage rights and a $440 thousand increase in synchronization revenue driven by the timing of licenses. These increases were partially offset by a $347 thousand decrease in mechanical revenue.
On a geographic basis, U.S. Music Publishing revenues represented 60% of total Music Publishing revenues for the three months ended December 31, 2025 compared to 62% for the three months ended December 31, 2024. International Music Publishing revenues represented 40% of total Music Publishing revenues for the three months ended December 31, 2025 compared to 38% for the three months ended December 31, 2024.
Recorded Music revenues increased by $908 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. This increase in Recorded Music revenues was mainly due to a $1,208 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, and a $260 thousand increase in neighboring rights revenue. These increases were partially offset by a $450 thousand decrease in synchronization revenue driven by the timing of licenses. Additionally, Recorded Music revenues include a royalty recovery related to underreported usage for a music catalog (the “royalty recovery”) during the three months ended December 31, 2024, which did not recur during the three months ended December 31, 2025.
On a geographic basis, U.S. Recorded Music revenues represented 53% of total Recorded Music revenues for the three months ended December 31, 2025 compared to 49% for the three months ended December 31, 2024. International Recorded Music revenues represented 47% of total Recorded Music revenues for the three months ended December 31, 2025 compared to 51% for the three months ended December 31, 2024.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Total revenues increased by $10,879 thousand, or 9%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven by an 8% increase in Music Publishing revenues and a 12% increase in Recorded Music revenues. Music Publishing revenues represented 67% and 68% of total revenues for the nine months ended December 31, 2025 and the nine months ended December 31, 2024, respectively. Recorded Music revenues represented 28% of total revenues for the nine months ended December 31, 2025 and December 31, 2024, respectively. U.S. and international revenues represented 57% and 43%, respectively, of total revenues for the nine months ended December 31, 2025. U.S. and international revenues represented 60% and 40%, respectively, of total revenues for the nine months ended December 31, 2024.
Total digital revenues increased by $5,085 thousand, or 7%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. Total digital revenues represented 58% and 59% of total revenues for the nine months ended December 31, 2025 and the nine months ended December 31, 2024, respectively.
Music Publishing revenues increased by $6,441 thousand, or 8%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. This increase in Music Publishing revenues was mainly due to a $3,905 thousand increase in performance revenue driven by the performance of hit songs, a $923 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, an $886 thousand increase in other revenue primarily attributable to acquired stage rights and a $564 thousand increase in synchronization revenue driven by the timing of licenses.
On a geographic basis, U.S. Music Publishing revenues represented 56% of total Music Publishing revenues for the nine months ended December 31, 2025 compared to 59% for the nine months ended December 31, 2024. International Music Publishing revenues represented 44% of total Music Publishing revenues for the nine months ended December 31, 2025 compared to 41% for the nine months ended December 31, 2024.
21
Recorded Music revenues increased by $4,012 thousand, or 12%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. This increase in Recorded Music revenues was mainly due to a $4,162 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, partially offset by the non-recurrence of the royalty recovery. This increase was partially offset by a $548 thousand decrease in physical revenue due to the planned timing of releases.
On a geographic basis, U.S. Recorded Music revenues represented 53% of total Recorded Music revenues for the nine months ended December 31, 2025 compared to 55% for the nine months ended December 31, 2024. International Recorded Music revenues represented 47% of total Recorded Music revenues for the nine months ended December 31, 2025 compared to 45% for the nine months ended December 31, 2024.
Cost of Revenue
Our cost of revenue was composed of the following amounts (in thousands):
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change | | ||||||
Writer royalties and other publishing costs | | $ | 12,617 | | $ | 11,731 | | $ | 886 |
| 8 | % | $ | 36,101 |
| $ | 34,149 | | $ | 1,952 |
| 6 | % |
Artist royalties and other recorded music costs | |
| 3,581 | | | 3,337 | |
| 244 |
| 7 | % | | 9,822 | | | 9,032 | |
| 790 |
| 9 | % |
Total cost of revenue | | $ | 16,198 | | $ | 15,068 | | $ | 1,130 | | 7 | % | $ | 45,923 | | $ | 43,181 | | $ | 2,742 |
| 6 | % |
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Cost of revenue increased by $1,130 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily as a result of an increase in revenues. Cost of revenue as a percentage of revenues was 36% for the three months ended December 31, 2025 and December 31, 2024.
Writer royalties and other publishing costs for the Music Publishing segment increased by $886 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 42% for the three months ended December 31, 2025 from 44% for the three months ended December 31, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues.
Artist royalties and other recorded music costs for the Recorded Music segment increased by $244 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues were 28% for the three months ended December 31, 2025 and December 31, 2024.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Cost of revenue increased by $2,742 thousand, or 6%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily as a result of an increase in revenues. Cost of revenue as a percentage of revenues decreased to 36% for the nine months ended December 31, 2025 from 37% for the nine months ended December 31, 2024, reflecting decreases in cost of revenue as a percentage of revenues for the Music Publishing and Recorded Music segments.
Writer royalties and other publishing costs for the Music Publishing segment increased by $1,952 thousand, or 6%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 42% for the nine months ended December 31, 2025 from 43% for the nine months ended December 31, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues.
22
Artist royalties and other recorded music costs for the Recorded Music segment increased by $790 thousand, or 9%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues decreased to 27% for the nine months ended December 31, 2025 from 28% for the nine months ended December 31, 2024, driven primarily by the mix of revenue by type, including a lower percentage of physical sales that carry higher costs than other types of revenue, and artists with their specific contractual royalty rates being applied to the revenues.
Amortization and Depreciation
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Amortization and depreciation expense increased by $1,076 thousand, or 16%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to the acquisition of additional music catalogs.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Amortization and depreciation expense increased by $3,131 thousand, or 16%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to the acquisition of additional music catalogs.
Administration Expenses
Our administration expenses are composed of the following amounts (in thousands):
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| ||||||
Music Publishing administration expenses | | $ | 6,462 | | $ | 6,014 | | $ | 448 | | 7 | % | $ | 19,907 | | $ | 18,449 | | $ | 1,458 | | 8 | % |
Recorded Music administration expenses | | | 2,565 | | | 2,229 | | | 336 | | 15 | % | | 8,300 | | | 7,002 | | | 1,298 | | 19 | % |
Other administration expenses | |
| 2,226 | |
| 2,721 | |
| (495) | | (18) | % |
| 4,917 | |
| 4,487 | |
| 430 | | 10 | % |
Total administration expenses | | $ | 11,253 | | $ | 10,964 | | $ | 289 | | 3 | % | $ | 33,124 | | $ | 29,938 | | $ | 3,186 | | 11 | % |
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Total administration expenses increased by $289 thousand, or 3%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven primarily by increases in administration expenses in the Music Publishing and Recorded Music segments, partially offset by a decrease in other administration expenses. Expressed as a percentage of revenues, administration expenses decreased to 25% for the three months ended December 31, 2025 from 26% for the three months ended December 31, 2024.
Music Publishing administration expenses increased by $448 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Expressed as a percentage of revenues, Music Publishing administration expenses decreased to 21% for the three months ended December 31, 2025 from 22% for the three months ended December 31, 2024, primarily as a result of improved operating leverage as revenues increased.
Recorded Music administration expenses increased by $336 thousand, or 15%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Expressed as a percentage of revenue, Recorded Music administration expenses increased to 20% for the three months ended December 31, 2025 from 19% for the three months ended December 31, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation.
Other administration expenses decreased by $495 thousand, or 18%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.
23
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Total administration expenses increased by $3,186 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven by increases in administration expenses in the Music Publishing and Recorded Music segments, as well as an increase in the Other administration expenses. Expressed as a percentage of revenues, administration expenses were 26% for the nine months ended December 31, 2025 and December 31, 2024.
Music Publishing administration expenses increased by $1,458 thousand, or 8%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Expressed as a percentage of revenues, Music Publishing administration expenses were 23% for the nine months ended December 31, 2025 and December 31, 2024.
Recorded Music administration expenses increased by $1,298 thousand, or 19%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Expressed as a percentage of revenue, Recorded Music administration expenses increased to 23% for the nine months ended December 31, 2025 from 22% for the nine months ended December 31, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation.
Other administration expenses increased by $430 thousand, or 10%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.
Operating Income
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Operating income increased by $770 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses. Operating income margin (operating income expressed as a percentage of revenues) was 23% during the three months ended December 31, 2025 and December 31, 2024.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Operating income increased by $1,819 thousand, or 7%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses. Operating income margin (operating income expressed as a percentage of revenues) was 21% during the nine months ended December 31, 2025 and December 31, 2024.
Interest Expense
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Interest expense increased by $807 thousand, or 14%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, partially offset by a decrease in SOFR.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Interest expense increased by $3,825 thousand, or 24%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, as well as an increase in effective interest rates. The increase in the Company’s effective interest rates primarily reflects an increase on the portions of its borrowings that are hedged, as its swap contracts in effect during the nine months ended December 31, 2025 have a higher fixed interest rate than the Company’s previous swap contracts, which were in effect during a portion of the nine months ended December 31, 2024 until they matured on September 30, 2024.
24
(Loss) Gain on Foreign Exchange
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Loss on foreign exchange increased by $12 thousand, or 16%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Gain on foreign exchange was $620 thousand for the nine months ended December 31, 2025 compared to loss on foreign exchange of $(172) thousand for the nine months ended December 31, 2024. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro.
(Loss) Gain on Fair Value of Swaps
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Loss on fair value of swaps was $(270) thousand for the three months ended December 31, 2025 compared to gain on fair value of swaps of $3,085 thousand for the three months ended December 31, 2024. This change was due to marking to market our interest rate swap hedges.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Loss on fair value of swaps increased by $949 thousand during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. This change was due to marking to market our interest rate swap hedges. Additionally, the loss during the nine months ended December 31, 2024 reflects the September 2024 decrease in SOFR, as well as the time value of the swaps that expired on December 31, 2024.
Other (Expense) Income, Net
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Other (expense) income, net during the three months ended December 31, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments. Other (expense) income, net during the three months ended December 31, 2024 consisted of a $104 thousand gain recorded on the disposal of an equity investment during the period (the “investment gain”) and the Company’s share of proceeds related to underreported usage for an acquired music catalog that pertained to periods prior to the Company’s acquisition of the music catalog, which amounted to $405 thousand (the “recovery income”). See Note 14 to the accompanying condensed consolidated financial statements for discussion about the investment gain.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Other (expense) income, net during the nine months ended December 31, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments. Other (expense) income, net during the nine months ended December 31, 2024 consisted of the investment gain and the recovery income, partially offset by the Company’s share of loss recorded by an equity method investment.
Income Tax Expense
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Income tax expense was $1,078 thousand during the three months ended December 31, 2025 compared to $1,987 thousand during the three months ended December 31, 2024. The effective income tax rate during the three months ended December 31, 2025 was 32.9% compared to 27.2% during the three months ended December 31, 2024. The change in effective income tax rate during these periods primarily reflects the amount and mix of income from multiple tax jurisdictions.
25
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Income tax expense was $1,755 thousand during the nine months ended December 31, 2025 compared to $1,541 thousand during the nine months ended December 31, 2024. The effective income tax rate during the nine months ended December 31, 2025 was 31.8% compared to 23.5% during the three months ended December 31, 2024. During the nine months ended December 31, 2024 the Company recorded excess tax benefits related to share-based compensation and an incremental tax benefit of approximately $103,000 related to certain international intangible assets. Additionally, the change in effective income tax rate during these periods also reflects the amount and mix of income from multiple tax jurisdictions.
On July 4, 2025, the reconciliation bill, commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law in the U.S, introducing a broad range of tax reform provisions, including changes to interest deductibility, bonus depreciation, and various international provisions with multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The impact of the OBBBA tax legislation did not have a material impact on the condensed consolidated financial statements during the nine months ended December 31, 2025, and is not expected to have a material impact in future periods.
Net Income
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Net income was $2,203 thousand during the three months ended December 31, 2025 compared to $5,312 thousand during the three months ended December 31, 2024. The decrease in net income was driven primarily by a loss on fair value of swaps, increase in interest expense and change in other income (expense), net. These factors were partially offset by an increase in operating income and a decrease in income tax expense.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Net income was $3,763 thousand during the nine months ended December 31, 2025 compared to $5,010 thousand during the nine months ended December 31, 2024. The decrease in net income was driven primarily by an increase in interest expense and change in other income (expense), net, partially offset by an increase in operating income, decrease in loss on fair value of swaps and change in (loss) gain on foreign exchange.
Non-GAAP Reconciliations
We use certain financial information, such as OIBDA, OIBDA Margin, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, which means they have not been prepared in accordance with U.S. GAAP. Reservoir’s management uses these non-GAAP financial measures to evaluate our operations, measure the Company’s performance and make strategic decisions. We believe that the use of these non-GAAP financial measures provides useful information to investors and others in understanding our results of operations and trends in the same manner as our management and in evaluating our financial measures as compared to the financial measures of other similar companies, many of which present similar non-GAAP financial measures. However, these non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by our management about which items are excluded or included in determining these non-GAAP financial measures and, therefore, should not be considered as a substitute for net income, operating income or any other operating performance measures calculated in accordance with GAAP. Using such non-GAAP financial measures in isolation to analyze our business would have material limitations because the calculations are based on the subjective determination of our management regarding the nature and classification of events and circumstances. In addition, although other companies in our industry may report measures titled OIBDA, OIBDA margin and Adjusted EBITDA, or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate such non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, such non-GAAP financial measures should be considered alongside other financial performance measures and other financial results presented in accordance with GAAP. Reconciliations of OIBDA to operating income and EBITDA and Adjusted EBITDA to net income are provided below.
26
We consider operating income before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“OIBDA”) to be an important indicator of the operational strengths and performance of our businesses and believe this non-GAAP financial measure provides useful information to investors because it removes the significant impact of amortization from our results of operations and represents our measure of segment income. However, a limitation of the use of OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses and other non-operating income. Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income, net income attributable to us and other measures of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies. OIBDA Margin is defined as OIBDA as a percentage of revenue.
EBITDA is defined as earnings (net income or loss) before net interest expense, income tax expense (benefit), non-cash depreciation of tangible assets and non-cash amortization of intangible assets and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA further adjusted to exclude items or expenses such as, among others, (1) any non-cash charges (including any impairment charges, loss on early extinguishment of debt and to write-down an equity investment to its fair value), (2) any net gain or loss on foreign exchange, (3) any net gain or loss resulting from interest rate swaps, (4) equity-based compensation expense and (5) certain unusual or non-recurring items. Adjusted EBITDA is a key measure used by our management to understand and evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. However, certain limitations in the use of Adjusted EBITDA include, among others, (1) it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue for our business, (2) it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our indebtedness and (3) it does not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments. In particular, Adjusted EBITDA measure adds back certain non-cash, unusual or non-recurring charges that are deducted in calculating net income; however, these are expenses that may recur, vary greatly and are difficult to predict. In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs.
Reconciliation of Operating Income to OIBDA
We use OIBDA as our primary measure of financial performance. The following tables reconcile consolidated operating income to OIBDA and present OIBDA for our reportable segments (in thousands):
| | Consolidated | | ||||||||||||||||||||
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| ||||||
Revenues | | $ | 45,568 | | $ | 42,304 | | $ | 3,264 | | 8 | % | $ | 128,167 | | $ | 117,288 | | $ | 10,879 | | 9 | % |
Cost of revenue | | | 16,198 | | | 15,068 | | | 1,130 | | 7 | % | | 45,923 | | | 43,181 | | | 2,742 |
| 6 | % |
Administration expenses | | | 11,253 | | | 10,964 | | | 289 | | 3 | % | | 33,124 | | | 29,938 | | | 3,186 | | 11 | % |
OIBDA | |
| 18,117 | |
| 16,272 | |
| 1,845 |
| 11 | % |
| 49,121 | |
| 44,170 | |
| 4,951 |
| 11 | % |
Amortization and depreciation | | | 7,789 | | | 6,714 | | | 1,076 |
| 16 | % | | 22,660 | | | 19,528 | | | 3,131 |
| 16 | % |
Operating income | | $ | 10,327 | | $ | 9,558 | | $ | 770 | | 8 | % | $ | 26,461 | | $ | 24,642 | | $ | 1,819 | | 7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
OIBDA Margin | | | 40 | % | | 38 | % | | |
| | | | 38 | % | | 38 | % | | |
| | |
| | Music Publishing | | ||||||||||||||||||||
| | For the Three Months Ended | | | | | | | | For the Nine Months Ended | | | | | |
| |||||||
| | December 31, | | | 2025 vs. 2024 | | | December 31, | | | 2025 vs. 2024 |
| |||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| ||||||
Revenues | | $ | 30,122 | | $ | 26,893 | | $ | 3,228 | | 12 | % | $ | 85,930 | | $ | 79,489 | | $ | 6,441 | | 8 | % |
Cost of revenue | | | 12,617 | | | 11,731 | | | 886 | | 8 | % | | 36,101 | | | 34,149 | | | 1,952 | | 6 | % |
Administration expenses | |
| 6,462 | |
| 6,014 | |
| 448 | | 7 | % |
| 19,907 | |
| 18,449 | |
| 1,458 | | 8 | % |
OIBDA | | $ | 11,042 | | $ | 9,148 | | $ | 1,894 | | 21 | % | $ | 29,922 | | $ | 26,891 | | $ | 3,031 | | 11 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
OIBDA Margin | | | 37 | % | | 34 | % | | | | | | | 35 | % | | 34 | % | | | | | |
27
| | Recorded Music | | ||||||||||||||||||||
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change | | ||||||
Revenues | | $ | 12,873 | | $ | 11,964 | | $ | 908 |
| 8 | % | $ | 36,299 | | $ | 32,287 | | $ | 4,012 |
| 12 | % |
Cost of revenue | | | 3,581 | | | 3,337 | | | 244 | | 7 | % | | 9,822 | | | 9,032 | | | 790 | | 9 | % |
Administration expenses | | | 2,565 | | | 2,229 | | | 336 | | 15 | % | | 8,300 | | | 7,002 | | | 1,298 | | 19 | % |
OIBDA | | $ | 6,727 | | $ | 6,398 | | $ | 328 |
| 5 | % | $ | 18,177 | | $ | 16,254 | | $ | 1,923 |
| 12 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
OIBDA Margin | | | 52 | % | | 53 | % | | | | | | | 50 | % | | 50 | % | | | | | |
OIBDA
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
OIBDA increased by $1,845 thousand, or 11%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven by increases in Music Publishing OIBDA and Recorded Music OIBDA. Expressed as a percentage of revenue, OIBDA Margin increased to 40% for the three months ended December 31, 2025 from 38% for the three months ended December 31, 2024.
Music Publishing OIBDA increased by $1,894 thousand, or 21%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Expressed as a percentage of revenue, Music Publishing OIBDA Margin increased to 37% for the three months ended December 31, 2025 from 34% for the three months ended December 31, 2024. The increase in Music Publishing OIBDA primarily reflects an increase in revenues. The increase in OIBDA Margin primarily reflects decreases in cost of revenue and administration expenses as percentages of revenues.
Recorded Music OIBDA increased by $328 thousand, or 5% during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Expressed as a percentage of revenue, Recorded Music OIBDA Margin decreased to 52% for the three months ended December 31, 2025 from 53% for the three months ended December 31, 2024. The increase in Recorded Music OIBDA primarily reflects an increase in revenues. The decrease in OIBDA Margin primarily reflects an increase in administration expenses as a percentage of revenues.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
OIBDA increased by $4,951 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven primarily by increases in Music Publishing OIBDA and Recorded Music OIBDA. Expressed as a percentage of revenue, OIBDA Margin was 38% for the nine months ended December 31, 2025 and December 31, 2024.
Music Publishing OIBDA increased by $3,031 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Expressed as a percentage of revenue, Music Publishing OIBDA Margin increased to 35% for the nine months ended December 31, 2025 from 34% for the nine months ended December 31, 2024. The increase in Music Publishing OIBDA primarily reflects an increase in revenues. The increase in OIBDA Margin primarily reflects a decrease in cost of revenue as a percentage of revenues.
Recorded Music OIBDA increased by $1,923 thousand, or 12% during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Expressed as a percentage of revenue, Recorded Music OIBDA Margin was 50% for the nine months ended December 31, 2025 and December 31, 2024. The increase in Recorded Music OIBDA primarily reflects an increase in revenues.
28
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
The following table reconciles net income to Adjusted EBITDA (in thousands):
| | For the Three Months Ended | | | | | | | For the Nine Months Ended | | | | | |
| ||||||||
| | December 31, | | 2025 vs. 2024 | | December 31, | | 2025 vs. 2024 |
| ||||||||||||||
| | 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| ||||||
Net income |
| $ | 2,203 |
| $ | 5,312 |
| $ | (3,109) |
| (59) | % | $ | 3,763 |
| $ | 5,010 |
| $ | (1,247) |
| (25) | % |
Income tax expense | | | 1,078 | | | 1,987 | | | (909) |
| (46) | % | | 1,755 | | | 1,541 | | | 214 | | 14 | % |
Interest expense | |
| 6,584 | |
| 5,777 | |
| 807 | | 14 | % |
| 19,622 | |
| 15,797 | |
| 3,825 | | 24 | % |
Amortization and depreciation | |
| 7,789 | |
| 6,714 | |
| 1,075 | | 16 | % |
| 22,660 | |
| 19,528 | |
| 3,132 | | 16 | % |
EBITDA | |
| 17,654 | |
| 19,789 | |
| (2,136) |
| (11) | % |
| 47,800 | |
| 41,876 | |
| 5,924 | | 14 | % |
Loss (gain) on foreign exchange(a) | | | 89 | | | 76 | | | 12 |
| NM | | | (620) | | | 172 | | | (792) | | NM | |
Loss (gain) on fair value of swaps(b) | |
| 270 | |
| (3,085) | |
| 3,355 | | NM | |
| 1,584 | |
| 2,532 | |
| (948) | | (37) | % |
Non-cash share-based compensation(c) | | | 1,092 | | | 1,006 | | | 86 | | 9 | % | | 3,339 | | | 3,334 | | | 5 | | 0 | % |
Other expense (income), net(d) | | | 103 | | | (509) | | | 612 | | NM | | | 358 | | | (411) | | | 769 | | NM | |
Adjusted EBITDA | | $ | 19,208 | | $ | 17,278 | | $ | 1,929 |
| 11 | % | $ | 52,461 | | $ | 47,504 | | $ | 4,958 | | 10 | % |
NM – Not meaningful
| (a) | Reflects the loss or (gain) on foreign exchange fluctuations. |
| (b) | Reflects the non-cash loss or (gain) on the mark-to-market of interest rate swaps. |
| (c) | Reflects non-cash share-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus Incentive Plan. |
| (d) | Reflects the Company’s share of losses recorded by equity method investments during the three and nine months ended December 31, 2025. Reflects the investment gain and recovery income during the three months ended December 31, 2024. Reflect the investment gain and recovery income, partially offset by the Company’s share of loss recorded by an equity method investment during the nine months ended December 31, 2024. |
Three Months Ended December 31, 2025 vs. Three Months Ended December 31, 2024
Adjusted EBITDA increased by $1,929 thousand, or 11%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses.
Nine Months Ended December 31, 2025 vs. Nine Months Ended December 31, 2024
Adjusted EBITDA increased by $4,958 thousand, or 10%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses.
Liquidity and Capital Resources
Capital Resources
As of December 31, 2025, we had $452,259 thousand of debt (net of $3,569 thousand of deferred financing costs) and $20,591 thousand of cash and cash equivalents.
29
Cash Flows
The following table summarizes our historical cash flows (in thousands).
| | For the Nine Months Ended | | | | | |
| ||||
| | December 31, | | 2025 vs.2024 |
| |||||||
| | 2025 | | 2024 | | $ Change | | % Change | | |||
Cash provided by (used for): | | | | | | | | | |
| | |
Operating activities | | $ | 38,230 | | $ | 33,105 | | $ | 5,125 |
| 15 | % |
Investing activities | | $ | (100,019) | | $ | (71,930) | | $ | (28,089) |
| 39 | % |
Financing activities | | $ | 61,203 | | $ | 38,516 | | $ | 22,687 |
| 59 | % |
Operating Activities
Cash provided by operating activities was $38,230 thousand for the nine months ended December 31, 2025 compared to $33,105 thousand for the nine months ended December 31, 2024. The primary drivers of the $5,125 thousand increase in cash provided by operating activities during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024 were an increase in cash provided by working capital and an increase in earnings. The increase in cash provided by working capital was due primarily to the timing of collections of accounts receivable and payments of accounts payable, partially offset by the timing of royalty payments to artists and royalty advance recoupments.
Investing Activities
Cash used for investing activities was $100,019 thousand for the nine months ended December 31, 2025 compared to $71,930 thousand for the nine months ended December 31, 2024. The increase in cash used in investing activities was primarily due to an increase in acquisitions of music catalogs.
Financing Activities
Cash provided by financing activities was $61,203 thousand for the nine months ended December 31, 2025 compared to $38,516 thousand for the nine months ended December 31, 2024. The change in cash provided by financing activities primarily reflects an increase in borrowings from the secured line of credit.
Liquidity
Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and cash equivalents and funds available for drawing under our senior secured revolving credit facility (the “Senior Credit Facility”) (as described below). These sources of liquidity are needed to fund our debt service requirements, working capital requirements, strategic acquisitions and investments, capital expenditures and other investing and financing activities we may elect to make in the future.
We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months.
Existing Debt as of December 31, 2025
As of December 31, 2025, our outstanding debt consisted of $455,828 thousand borrowed under the Senior Credit Facility. As of December 31, 2025, remaining borrowing availability under the Senior Credit Facility was $94,172 thousand.
We use cash generated from operations to service outstanding debt, consisting primarily of interest payments through maturity, and we expect to continue to refinance and extend maturity on the Senior Credit Facility for the foreseeable future.
30
Debt Capital Structure
RMM is a borrower under a revolving credit agreement (as amended or supplemented from time to time, the “RMM Credit Agreement”) governing RMM’s Senior Credit Facility. On June 3, 2025, RMM entered into an amendment (the “Third Amendment”) to the RMM Credit Agreement, which amended the Senior Credit Facility to (i) increase the revolving credit commitment from $450,000 thousand to $550,000 thousand, (ii) adjust the consolidated net senior debt to the value of the music library ratio for the 0.25% increase in the pricing grid from 30.0% to 37.5%, (iii) reset the incremental borrowing capacity under the facility’s accordion feature to $150,000 thousand after the effectiveness of the Third Amendment, (iv) exclude non wholly-owned foreign subsidiaries from the requirement to guarantee obligations under the RMM Credit Agreement and (v) modify certain negative covenants under the RMM Credit Agreement as further set forth in the Third Amendment.
The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027. The interest rate on borrowings under the Senior Credit Facility is equal to, at our option, either (i) the sum of a base rate plus a margin of 1.00% or (ii) the sum of a Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 2.00%, in each case subject to a 0.25% increase based on a consolidated net senior debt to library value ratio. RMM is also required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25% per annum. The Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $150,000 thousand.
Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions.
Certain terms of the Senior Credit Facility are described below.
Guarantees and Security
The obligations under the Senior Credit Facility are guaranteed by us, RHI and certain subsidiaries of RMM. Substantially all of our, RHI’s, RMM’s and other subsidiary guarantors’ tangible and intangible assets are pledged as collateral to secure the obligations of RMM under the Senior Credit Facility, including accounts receivable, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to us or our subsidiaries.
Covenants, Representations and Warranties
The Senior Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants contained in the Senior Credit Facility limit the ability our, RHI’s, RMM’s and certain of its subsidiaries ability to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements.
Events of Default
The Senior Credit Facility includes customary events of default, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain Employee Retirement Income Security Act (“ERISA”) events and certain material judgments, in each case, subject to customary thresholds, notice and grace period provisions.
Covenant Compliance
The Senior Credit Facility contains financial covenants that requires us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments.
Non-compliance with the fixed charge coverage ratio and consolidated senior debt to library value ratio could result in the lenders, subject to customary cure rights, requiring the immediate payment of all amounts outstanding under the Senior Credit Facility, which could have a material adverse effect on our business, cash flows, financial condition and results of operations. As of December 31, 2025, we were in compliance with both of the financial covenants and all non - financial covenants under the Senior Credit Facility.
31
Interest Rate Swaps
At December 31, 2025, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR (in thousands):
| | Notional | | | | | |
| | Amount at | | | | | |
| | December 31, | | Pay Fixed | | | |
Effective Date | | 2025 | | Rate | | Maturity | |
September 30, 2024 | | $ | 100,000 | | 2.946 | % | December 2027 |
September 30, 2024 | | $ | 50,000 | | 3.961 | % | December 2027 |
September 4, 2025 | | $ | 65,000 | | 3.405 | % | December 2027 |
In September 2025, the Company entered into an interest rate swap in the amount of $65,000 thousand, which is reflected in the table above. This swap had an effective date of September 4, 2025 and a maturity date of December 16, 2027, which corresponds to the maturity date of the Senior Credit Facility. The Company pays a fixed rate of 3.405% and receives a floating interest from the counterparty based on SOFR.
Dividends
Our ability to pay dividends to Reservoir Media, Inc.’s shareholders is restricted by covenants in the Senior Credit Facility. We did not pay any dividends to Reservoir Media, Inc.’s shareholders during the nine months ended December 31, 2025.
Summary
Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, as well as other industry-specific factors such as the ability to control music piracy and the continued transition from physical to digital formats in the recorded music and music publishing industries. It could also be affected by the severity and duration of natural or human-made disasters, including pandemics. We and our affiliates continue to evaluate opportunities to, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to pay dividends or prepay outstanding debt or repurchase or retire our outstanding debt. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings or equity raises. In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, we may seek to refinance the Senior Credit Facility with existing cash and/or with funds provided from additional borrowings.
Contractual and Other Obligations
As of December 31, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual and Other Obligations” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2025 for information regarding our contractual obligations.
Critical Accounting Policies
As of December 31, 2025, there have been no material changes to our critical accounting policies since March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2025 for information regarding our critical accounting policies. We believe that our accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and the accompanying notes thereto. We believe we have used reasonable estimates and assumptions in preparing the condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
32
Off-Balance Sheet Arrangements
As of December 31, 2025, we had no off-balance sheet arrangements.
New Accounting Pronouncements
See Note 3, “Recent Accounting Pronouncements” to the accompanying unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
As a result of the material weakness in our internal controls over financial reporting, as described in Part II, “Item 9A, Controls and Procedures” in our Annual Report on Form 10-K for the year ended March 31, 2025 (the “Annual Report”), our principal executive officer and principal financial and accounting officer concluded that during the period covered by this Quarterly Report our disclosure controls and procedures were not effective as of December 31, 2025. Notwithstanding this material weakness, management has concluded that the condensed consolidated financial statements included in this Quarterly Report are fairly stated in all material respects in accordance with U.S. GAAP.
Remediation Plan and Status of Material Weaknesses
As disclosed in our Annual Report, we successfully remediated three of four material weaknesses related to (i) segregation of duties, (ii) lack of qualified personnel for complex accounting transactions, and (iii) ineffective risk assessment processes as of March 31, 2025. In addition, we have designed and implemented corrective actions to address the fourth material weakness related to the improper design of control activities to address certain risks of material misstatement, specifically related to our third-party Recorded Music royalty system, as of December 31, 2025. Remediation actions included, among other measures, providing enhanced training to process and control owners, strengthening relevant policies, procedures, guidelines and documentation templates, implementing new controls, and improving documentation supporting existing controls over the third-party Recorded Music royalty system, and other relevant areas. The evaluation over whether these improved control activities are operating effectively, is ongoing.
Accordingly, we will not be able to fully remediate this material weakness until the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. Our management will continue to monitor the effectiveness of our remediation plans in future periods and will make changes we determine to be appropriate.
Changes in Internal Control over Financial Reporting
Except as disclosed above, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We may, from time to time, become involved in various legal and administrative proceedings, claims, lawsuits and/or other actions incidental to the conduct of our business. Some of these legal and administrative proceedings, claims, lawsuits and/or other actions may be material and involve highly complex issues that are subject to substantial uncertainties and could result in damages, fines, penalties, non-monetary sanctions or relief. We recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherently uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. As of the date of this Quarterly Report, we are not involved in any legal proceedings that we believe could have a material adverse effect on our business, financial condition and/or results of operations.
Item 1A. Risk Factors.
There have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A to the Company’s Annual Report for the year ended March 31, 2025. The risk factors disclosed in the Annual Report, in addition to the other information set forth in this report, could materially affect our business, financial condition or results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There have been no other unregistered sales of equity securities during the three months ended December 31, 2025 which have not been previously disclosed on a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 (f) under the Exchange Act) adopted,
34
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
No. | | Description of Exhibit |
|---|---|---|
3.1 | | |
3.2 | | |
31.1* | | |
31.2* | | |
32.1** | | |
32.2** | | |
101.INS* | | Inline XBRL Instance Document. |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith. |
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RESERVOIR MEDIA, INC. | |
| | |
Date: February 4, 2026 | By: | /s/ Golnar Khosrowshahi |
| Name: Golnar Khosrowshahi | |
| Title: Chief Executive Officer (Principal Executive Officer) | |
| | |
Date: February 4, 2026 | By: | /s/ Jim Heindlmeyer |
| Name: Jim Heindlmeyer | |
| Title: Chief Financial Officer | |
| | (Principal Financial and Accounting Officer) |
36
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Golnar Khosrowshahi, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Reservoir Media, Inc. (the “registrant”); |
2.Based on my knowledge, this Quarterly Report on Form 10-Q does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report on Form 10-Q;
3.Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report on Form 10-Q;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Quarterly Report on Form 10-Q our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q based on such evaluation; and |
d) | Disclosed in this Quarterly Report on Form 10-Q any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 4, 2026 | | |
| | |
| By: | /s/ Golnar Khosrowshahi |
| | Name: Golnar Khosrowshahi |
| | Title: Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jim Heindlmeyer, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Reservoir Media, Inc. (the “registrant”); |
2. | Based on my knowledge, this Quarterly Report on Form 10-Q does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report on Form 10-Q; |
3. | Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report on Form 10-Q; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Quarterly Report on Form 10-Q our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q based on such evaluation; and |
d) | Disclosed in this Quarterly Report on Form 10-Q any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 4, 2026 | | |
| | |
| By: | /s/ Jim Heindlmeyer |
| | Name: Jim Heindlmeyer |
| | Title: Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Reservoir Media, Inc. (the “Company”) for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Golnar Khosrowshahi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, that:
| ● | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| ● | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 4, 2026 | | |
| | |
| By: | /s/ Golnar Khosrowshahi |
| | Name: Golnar Khosrowshahi |
| | Title: Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Reservoir Media, Inc. (the “Company”) for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jim Heindlmeyer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, that:
| ● | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| ● | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 4, 2026 | | |
| | |
| By: | /s/ Jim Heindlmeyer |
| | Name: Jim Heindlmeyer |
| | Title: Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |