Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2023

RESERVOIR MEDIA, INC.

(Exact name of registrant as specified in its charter)

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

200 Varick Street

Suite 801A

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 which registered
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 July 26, 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 July 26, 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: July 26, 2023	By:	/s/ Golnar Khosrowshahi
		Name:	Golnar Khosrowshahi
		Title:	Chief Executive Officer

Exhibit 99.1

• 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 FACT SHEET NASDAQ: RSVR | Q4’FY23 69% Publishing 31% Recording *For the period ended 3.31.23 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 Q4 Financial Performance New York, NY Headquarters ~$400M Market Capitalization 64M Shares Outstanding March 31st Fiscal Year End Overview TTM Revenue Breakout* Investor contact: Alpha IR Group - Jackie Marcus or Alec Buchmelter- 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 Q4’FY23 Q4’FY22 Revenue $34.8M $35.1M Operating Income $8.6M $8.7M Adj. EBITDA $15.2M $15.4M Growing industry supported by powerful secular tailwinds Reservoir Organic Revenue CAGR Fiscal 2018 - 2023 Fiscal 2018 - 2023 7% (1) 13% Reservoir consistently outperformed the industry

232 NEW DEALS CONSIDERED IN FY2023 97 OFFERS MADE 42%1 60 DEALS INTO EXCLUSIVITY 26%1 55 DEALS CLOSED 24%1 250+ M&A targets in current pipeline as of 3/31/23 totaling $2.0B+ PIPELINE & DEAL FLOW $722M 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 FY2022, respectively 2. As of 3-31-23 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 Q4’FY23 Dennis Lambert Kiki Garcia Armani White SECULAR GROWTH DRIVERS Rise of digital & availability of streaming • Digital CAGR: 13% (2010-20) vs. 12% (2020-30) Growth of paid streaming subscribers • Paid subs CAGR: 49% (2010-20) vs. 11% (2020-30) Growth of streaming in emerging markets • EM to contribute 43% of streaming revenue by 2030 vs. mid-double 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 • 150K+ copyrights • 97% catalog retention for over 10 years • No musical composition accounts for more than 3% of revenue • 36K+ sound recording copyrights • 100% ownership of each master recording typically • No master recording accounts for more than 6% of Net Label Share1 INVESTOR FACT SHEET NASDAQ: RSVR | Q4’FY23 1 2 3 4 5 6 Sonny Rollins Mannie Fresh Mary Kutter 1 Based on 80% of LTM Net Label Share (NLS) as of 12-31-22 excluding “Gangsta’s Paradise”

Cover	Jul. 26, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 26, 2023
Entity File Number	001-39795
Entity Registrant Name	RESERVOIR MEDIA, INC.
Entity Central Index Key	0001824403
Entity Tax Identification Number	83-3584204
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Varick Street
Entity Address, Address Line Two	Suite 801A
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	675-0541
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	RSVR
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	RSVRW
Security Exchange Name	NASDAQ