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): September 13, 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 September 13, 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 September 13, 2023

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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:	September 13, 2023	By:	/s/ Golnar Khosrowshahi
			Name:	Golnar Khosrowshahi
			Title:	Chief Executive Officer

Exhibit 99.1

of expe r i ence at m a j or m us i c co m pan i es 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 INVESTOR FACT SHEET N ASDAQ: RSVR | Q1’FY24 70% Music Publishing TTM Revenue Breakout* 30% Recorded Music & Other *For the period ended 6.30.23 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 Q1 Financial Performance New York, NY Headquarters ~$350M Market Capitalization 65M Shares Outstanding March 31 st Fiscal Year End 202 1 202 2 202 3 202 1 202 2 202 3 202 1 202 2 202 3 202 1 202 2 2023 Investor contact: Alpha IR Group - Jackie Marcus or Alec Steinberg - RSVR@alpha - ir.com INVESTMENT HIGHLIGHTS $66 $77 $84 $14 $31 $38 - Publishing - Recorded Music & Other Revenue ($MM) $47 $64 $74 $32 $41 $46 Free Cash Flow ($MM) FISCAL YEAR FINANCIAL SUMMARY Gross Profit ($MM) Adj. EBITDA ($MM) $35 $40 $54 • 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 Fiscal 2018 - 2023 (1) Wall Street Research Q 1 ’ F Y 2 4 Q 1 ’ F Y 2 3 Revenue $31 . 8M $24 . 3M O pe r a t in g Income $3 . 1M $1 . 3M Adj. EBITDA $10 . 1M $7 . 4M Growing industry supported by powerful secular tailwinds Reservoir Organic Revenue CAGR Fiscal 2018 - 2023 7% (1) Consistently outperforms the industry 13%

232 NEW DEALS CON S I D E R E D 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 6/30/23 totaling $2.0B+ $742M Capital deployed since inception 2 PIPELINE & DEAL FLOW 91% of gross profit and cost synergies 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 FY2022, respectively 2. As of 6 - 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 RECENT NOTABLE DEALS Greg Kihn Willy Will Yanez Growth of paid streaming subscribers • Paid subs CAGR: 49% (2010 - 20) vs. 11% (2020 - 30) 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 Share 1 INVESTOR FACT SHEET N ASDAQ: RSVR | Q1’FY24 SECULAR GROWTH DRIVERS • Digital CAGR: 13% (2010 - 20) vs. 12% (2020 - 30) 4 1 Rise of digital & access to streaming 2 5 3 • EM to contribute 43% of streaming revenue by 2030 6 Growth of streaming in emerging markets vs. mid - double digits today The Spinners Rob Ragosta 1 Based on 80% of LTM Net Label Share (NLS) as of 12 - 31 - 22 excluding “Gangsta’s Paradise”

Cover	Sep. 13, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 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