false 0001824403 0001824403 2023-12-07 2023-12-07 0001824403 us-gaap:CommonStockMember 2023-12-07 2023-12-07 0001824403 us-gaap:WarrantMember 2023-12-07 2023-12-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares














Date of Report (Date of earliest event reported): December 7, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-39795   83-3584204
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


200 Varick Street

Suite 801A

New York, New York

(Address of principal executive offices)   (Zip Code)


(212) 675-0541

(Registrant’s telephone number, including area code)



(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
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 7.01Regulation FD Disclosure.


On December 7, 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 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.  Description
99.1  Investor Fact Sheet, dated December 7, 2023
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.







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.



Date: December 7, 2023  
By:  /s/ Golnar Khosrowshahi
    Name: Golnar Khosrowshahi
    Title: Chief Executive Officer




Exhibit 99.1



INVESTOR FACT SHEET NASDAQ: RSVR | Q2’FY24 69% Publishing 31% Recorded Music & Other *For the period ended 9.30.23 First female-founded and led publicly traded independent music company in the U.S Since its founding in 2007, Reservoir has grown to represent over 150,000 copyrights and 36,000 master recordings with titles dating as far back as 1900, and hundreds of #1 releases worldwide. RESERVOIR SNAPSHOT Q2 Financial Performance New York, NY Headquarters ~$371M Market Capitalization 65M Shares Outstanding March 31st Fiscal Year End TTM Revenue Breakout* Overview • Leading, diversified music publishing and recorded music business • 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 contact: Alpha IR Group - Jackie Marcus or Alec Steinberg - RSVR@alpha-ir.com INVESTMENT HIGHLIGHTS $66 $77 $84 $14 $31 $38 2021 2022 2023 - Publishing - Recorded Music & Other Revenue ($MM) $47 $64 $74 2021 2022 2023 $32 $41 $46 2021 2022 2023 Gross Profit ($MM) Free Cash Flow ($MM) FISCAL YEAR FINANCIAL SUMMARY Adj. EBITDA ($MM) $35 $40 $54 2021 2022 2023 • 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 ORGANIC REVENUE GROWTH Industry Organic Revenue CAGR (1) Wall Street Research Q2’FY24 Q2’FY23 Revenue $38.4M $33.3M Operating Income $6.1M $6.6M Adj. EBITDA $15.9M $12.8M Growing industry supported by powerful secular tailwinds Reservoir Organic Revenue CAGR Fiscal 2018 - 2023 Fiscal 2018 - 2023 7% (1) 13% Consistently outperforms the industry




INVESTOR FACT SHEET NASDAQ: RSVR | Q2’FY24 232 NEW DEALS CONSIDERED IN FY2023 97 OFFERS MADE 42%1 60 DEALS INTO EXCLUSIVITY 26%1 55 DEALS CLOSED 24%1 120+ M&A targets in current pipeline as of 9/30/23 totaling $2.0B+ PIPELINE & DEAL FLOW $757M Capital deployed since inception2 91% of gross profit and cost synergies should fall to Adj. EBITDA3 12% Unlevered IRR since 20074 1 Based on total offers made, deals into exclusivity, and deals closed as a percentage of new deals considered in FY2023, respectively 2. As of 9-30-23 3. For the period FY18-FY23 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 NOTABLE DEALS IN Q2’FY24 SECULAR GROWTH DRIVERS Rise of digital & availability of streaming • Digital CAGR: 11% (2023-30) Growth of paid streaming subscribers • Paid subs CAGR: 9% (2023-30) Growth of streaming in emerging markets • EM subscribers to make up 52% of all subscribers by 2030, up from 43% 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 • 150K+ copyrights • 97% catalog retention for over 10 years • No musical composition accounts for more than 2% of revenue • 36K+ sound recording copyrights • 100% ownership of each master recording typically • No master recording accounts for more than 4% of Net Label Share1 1 2 3 4 5 6 1 Based on 80% of LTM Net Label Share (NLS) as of 6-30-23 excluding “Gangsta’s Paradise” Joe Walsh Rudy Perez Brent Maher Steph Jones El Sawareekh