UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(
(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 which registered | ||
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
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 October 4, 2022, 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 October 4, 2022 | |
| 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: October 4, 2022 | By: |
/s/ Golnar Khosrowshahi | |
| Name: | Golnar Khosrowshahi | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
| • Leading, diversified music publishing and recorded music business • Frequently holds a Top 10 U .. S .. Market Share According to Billboard’s Publishers Quarterly • Highly accomplished, respected and award - winning platform • Led by an experienced mgmt .. team of music professionals with decades of experience at major music companies INVESTOR FACT SHEET NASDAQ: RSVR | Q1’FY23 71% Publishing 29% Recording *For the period ended 6.30.22 First U.S. - based publicly traded and female - founded independent music company Since its founding in 2007 , Reservoir has grown to represent over 140 , 000 copyrights and 36 , 000 master recordings with titles dating as far back as 1900 , and hundreds of # 1 releases worldwide .. RESERVOIR SNAPSHOT Q1 Financial Performance New York, NY Headquarters ~$500M Market Capitalization 64M Shares Outstanding March 31 st Fiscal Year End TTM Revenue Breakout* Overview Investor Contact: Alpha IR Group - Jackie Marcus or Alec Buchmelter - RSVR@alpha - ir.com INVESTMENT HIGHLIGHTS $54 $66 $77 $9 $14 $ 31 2020 2021 2022 - Publishing - Recorded Music & Other Revenue ($MM) $35 $47 $64 2020 2021 2022 $23 $32 $41 2020 2021 2022 Gross Profit ($MM) Free Cash Flow ($MM) FINANCIAL SUMMARY Adj. EBITDA ($MM) $32 $35 $40 2020 2021 2022 • Leading Independent Music Company with Proven Platform • Competitive Advantages & Value Enhancement Capabilities • Proven M&A Platform • Evergreen Catalog & Contemporary Hits • Growing Industry, Supported by Powerful Secular Tailwinds • Strong Growth & Operating Leverage Model INDUSTRY & RESERVOIR ORGANIC REVENUE GROWTH Industry Organic Revenue CAGR (1) Wall Street Research Q1’FY23 Q1’FY22 Revenue $24.3M $16.6M Operating Income $1.3M $0.2M Adj. EBITDA $7.4M $4.3M Growing Industry, Supported By Powerful Secular Tailwinds Reservoir Organic Revenue CAGR Fiscal 2018 - 2022 Fiscal 2018 - 2022 7% (1) 15% Reservoir Consistently Outperformed The Industry |
| 281 NEW DEALS CONSIDERED IN FY2021 102 OFFERS MADE 36% 1 71 DEALS INTO EXCLUSIVITY 25% 1 66 DEALS CLOSED 23% 1 220+ M&A Targets in Current Pipeline as of 9/15/22 totaling $2.1B PIPELINE & DEAL FLOW $650M+ Capital Deployed since inception 2 >88 % of Acquired Gross Profit Should Fall to Adj. EBITDA 3 12% Unlevered IRR since 2007 4 1 Based on total offers made, deals into exclusivity, and deals closed as a percentage of new deals considered in FY2021, res pec tively 2. As of 06 - 30 - 22 3. For the period FY18 - FY22 4. IRR represents a net return on invested capital since inception (2007) by the majority shareholder marking the investment to mar ket upon close of SPAC merger NOTEABLE DEALS IN Q1’FY23 Matt Sorum Marley Marl Margo Price Ben Harper Dan the Automator SECULAR GROWTH DRIVERS Rise of Digital & Availability of Streaming • Digital CAGR: 14% (2010 - 20) vs. 10% (2020 - 30) Growth Of Paid Streaming Subscribers • Paid Subs CAGR: 48% (2010 - 20) vs. 11% (2020 - 30) Growth Of Streaming In Emerging Markets • EM to contribute 30% of subs by 2030 vs. mid - single digits today Expansion Of Emerging Music Monetization Platforms • TikTok, Triller, Supernatural, Roblox Increased Government Intervention • Curb piracy and improved monetization rates for content owners Recovery In Process Across Impacted Royalty Streams • Gym/Bars/Restaurants, Synch, Music Releases, Live Music RECORDED MUSIC MUSIC PUBLISHING • 140K+ Copyrights • 97% Catalog retention for over 10 years • No musical composition accounts for more than 3% of revenue • 36K+ S ound recording copyrights • 100% Ownership of Each Master Recording typically • No master recording accounts for more than 9 % of Net Label Share INVESTOR FACT SHEET NASDAQ: RSVR | Q1’FY23 1 2 3 4 5 6 |
