8-K
Reservoir Media, Inc. (RSVR)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2023
RESERVOIR MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39795 | 83-3584204 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 200 Varick Street<br><br> <br>Suite 801A<br><br> <br>New York, New York | 10014 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(212) 675-0541
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common stock, $0.0001 par value per share | RSVR | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | RSVRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
|---|
On March 9, 2023, Reservoir Media, Inc., a Delaware corporation (the “Company”), made available an investor fact sheet on its website at https://investors.reservoir-media.com/. A copy of the investor fact sheet is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Investor Fact Sheet, dated March 9, 2023 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 hereunto duly authorized.
| RESERVOIR MEDIA, INC. | |||
|---|---|---|---|
| Date: | March 9,<br>2023 | By: | /s/ Golnar Khosrowshahi |
| Name: Golnar Khosrowshahi | |||
| Title: Chief Executive Officer |
Exhibit 99.1
| • Leading, diversified music publishing<br>and recorded music business<br> • Highly accomplished, respected and<br>award-winning platform<br> • Led by an experienced mgmt. team of<br>music professionals with decades of<br>experience at major music<br>companies<br>INVESTOR FACT SHEET<br>NASDAQ: RSVR | Q3’FY23<br>72% Publishing<br>28% Recording<br>*For the period ended 12.31.22<br>First U.S.-based publicly<br>traded and female-founded independent<br>music company<br>Since its founding in 2007, Reservoir has grown to represent over 140,000<br>copyrights and 36,000 master recordings with titles dating as far back as 1900,<br>and hundreds of #1 releases worldwide.<br>RESERVOIR SNAPSHOT<br>Q3 Financial Performance<br>New York, NY<br>Headquarters<br>~$400M<br>Market Capitalization<br>64M<br>Shares Outstanding<br>March 31st<br>Fiscal Year End<br>Overview TTM Revenue Breakout*<br>Investor Contact: Alpha IR Group - Jackie Marcus or Alec Buchmelter- RSVR@alpha-ir.com<br>INVESTMENT HIGHLIGHTS<br>$54 $66 $77<br>$9<br>$14 $31<br>2020 2021 2022<br>- Publishing<br>- Recorded Music & Other<br>Revenue ($MM)<br>$35 $47<br>$64<br>2020 2021 2022<br>$23 $32<br>$41<br>2020 2021 2022<br>Gross Profit ($MM) Free Cash Flow ($MM)<br>FINANCIAL SUMMARY<br>Adj. EBITDA ($MM)<br>$32 $35<br>$40<br>2020 2021 2022<br> • Leading Independent Music Company with Proven Platform<br> • Competitive Advantages & Value Enhancement<br>Capabilities<br> • Proven M&A Platform<br> • Evergreen Catalog & Contemporary Hits<br> • Growing Industry, Supported by Powerful Secular Tailwinds<br> • Strong Growth & Operating Leverage Model<br>INDUSTRY & RESERVOIR<br>ORGANIC REVENUE GROWTH<br>Industry Organic<br>Revenue CAGR<br>(1) Wall Street Research<br>Q3’FY23 Q3’FY22<br>Revenue $29.9M $25.8M<br>Operating<br>Income $4.6M $2.7M<br>Adj.<br>EBITDA $10.9M $8.9M<br>Growing Industry,<br>Supported By<br>Powerful Secular<br>Tailwinds<br>Reservoir Organic<br>Revenue CAGR<br>Fiscal 2018 - 2022 Fiscal 2018 - 2022<br>7% (1)<br>15%<br>Reservoir Consistently<br>Outperformed The<br>Industry |
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| 232 NEW<br>DEALS<br>CONSIDERED<br>IN FY2022<br>96 OFFERS<br>MADE<br>41%1<br>60 DEALS INTO<br>EXCLUSIVITY<br>26%1<br>52 DEALS<br>CLOSED<br>22%1<br>220+ M&A Targets in Current Pipeline as<br>of 12/31/22 totaling $2.3B<br>PIPELINE & DEAL FLOW<br>$695M Capital Deployed since inception2<br> >88% of Acquired Gross Profit Should Fall<br>to Adj. EBITDA3<br>12% Unlevered IRR since 20074<br>1 Based on total offers made, deals into exclusivity, and deals closed as a percentage of new deals considered in FY2022, respectively<br>2. As of 12-31-22<br>3. For the period FY18-FY22<br>4. IRR represents a net return on invested capital since inception \(2007\) by the majority shareholder marking the investment to market upon close of SPAC merger<br>NOTABLE DEALS IN Q3’FY23<br>Gully Gang’s MC Altaf, D’Evil<br>Dion Leroy Clampitt & Stunnah Beatz<br>SECULAR GROWTH DRIVERS<br>Rise of Digital & Availability of Streaming<br> • Digital CAGR: 13% \(2010-20\) vs. 12% \(2020-30\)<br>Growth of Paid Streaming Subscribers<br> • Paid Subs CAGR: 49% \(2010-20\) vs. 11% \(2020-30\)<br>Growth of Streaming in Emerging Markets<br> • EM to contribute 43% of streaming revenue by 2030<br>vs. mid-double digits today<br>Expansion of Emerging Music Monetization Platforms<br> • TikTok, Triller, Supernatural, Roblox<br>Increased Government Intervention<br> • Curb piracy and improved monetization rates for content owners<br>Recovery in Process Across Impacted Royalty Streams<br> • Gym/Bars/Restaurants, Synch, Music Releases, Live Music<br>RECORDED MUSIC<br>MUSIC PUBLISHING<br> • 140K+ Copyrights<br> • 97% Catalog retention for over 10 years<br> • No musical composition accounts for more than<br>3% of revenue<br> • 36K+ Sound recording copyrights<br> • 100% Ownership of Each Master Recording<br>typically<br> • No master recording accounts for more than 9%<br>of Net Label Share<br>INVESTOR FACT SHEET<br>NASDAQ: RSVR | Q3’FY23<br>1<br>2<br>3<br>4<br>5<br>6 |
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