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:
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).
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. ¨
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.
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.
Exhibit 99.1
RESERVOIR MEDIA
ANNOUNCES SECOND QUARTER
FISCAL 2027 RESULTS
Double-Digit
Growth in Recorded Music Driven by Digital and Neighboring Rights
Outlook for Revenue
and Adjusted EBITDA Raised for Fiscal 2027
November 4,
2026, New York — Reservoir Media, Inc. (NASDAQ: RSVR) (“Reservoir” or the “Company”), an award-winning
independent music company, today announced financial results for the second quarter of fiscal 2027 ended September 30, 2026.
Recent Highlights:
| · | Revenue
of $49.9 million, increased 4% organically, or 10% including acquisitions year-over-year
|
| o | Music
Publishing Revenue rose 8% year-over-year |
| o | Recorded
Music Revenue increased by 18% year-over-year |
| · | Operating
Income of $12.3 million, increased by 15% year-over-year |
| · | OIBDA
(“Operating Income Before Depreciation & Amortization”) of $20.7 million,
an increase of 14% year-over-year |
| · | Net
Income of $4.6 million, or $0.07 per share, compared to net income of $2.2 million, or $0.03
per share, in the prior-year quarter |
| · | Adjusted
EBITDA of $22.1 million, up 14% year-over-year |
| · | Acquired
rights to the recorded music catalog of legendary Puerto Rican singer-songwriter José
Feliciano, who wrote and recorded the 1970 holiday classic “Feliz Navidad” |
| · | Acquired
the publishing catalog of jazz icon Billy Strayhorn, expanding on a relationship established
in 2014 |
| · | Signed
publishing deal with Diamond-selling and Grammy-nominated songwriter-producer Jake Sinclair
for his future works and entered a joint venture with Sinclair to sign and develop emerging
talent to publishing deals |
| · | Welcomed
Diamond-selling, songwriter-producer Fred Ball to the roster through a publishing deal for
his future works |
| · | Signed
additional publishing deals with Ivor Novello-winning singer-songwriter Orla Gartland, Scottish
indie rock band The Snuts, songwriter Justin Dukes, singer-songwriters Ava Liv Mabry
and Riley Biederer, and singer-songwriter duo The Reklaws |
Management Commentary:
“Our second
quarter results marked the end of a strong first half of fiscal 2027, with growth across both our Publishing and Recorded Music segments
reflecting the continued successful execution of our long-term strategy,” said Golnar Khosrowshahi, Founder and Chief Executive
Officer of Reservoir Media. “Our recent investments span across established songwriters and catalogs with enduring cultural and
commercial significance and the hitmakers of tomorrow. We continue to thoughtfully expand and diversify our portfolio, while deepening
our established reputation as a trusted steward for exceptional music talents and catalogs. We remain confident in our ability to build
on this momentum for the remainder of fiscal year 2027.”
Second Quarter
Fiscal 2027 Financial Results
| Summary Financials | |
Q2 FY27 | | |
Q2 FY26 | | |
Change | |
| Total Revenue | |
$ | 49.9 | | |
$ | 45.4 | | |
| 10 | % |
| Music Publishing Revenue | |
$ | 33.2 | | |
$ | 30.9 | | |
| 8 | % |
| Recorded Music Revenue | |
$ | 15.4 | | |
$ | 13.0 | | |
| 18 | % |
| Operating Income | |
$ | 12.3 | | |
$ | 10.7 | | |
| 15 | % |
| OIBDA | |
$ | 20.7 | | |
$ | 18.2 | | |
| 14 | % |
| Net Income | |
$ | 4.6 | | |
$ | 2.2 | | |
| 110 | % |
| Adjusted EBITDA | |
$ | 22.1 | | |
$ | 19.4 | | |
| 14 | % |
| (Table Notes: $ in millions; Quarters ended September 30th; Unaudited) |
Total revenue in
the second quarter of fiscal 2027 increased 10% to $49.9 million, compared to $45.4 million in the second quarter of fiscal 2026. This
increase was driven by an 8% increase in Music Publishing revenue, largely attributable to strong digital and synchronization revenue,
and an 18% increase in Recorded Music revenue, largely attributable to continued growth of digital revenue, as well as neighboring rights
revenue due to the acquisition of additional music catalogs and new affiliations.
Operating income
in the second quarter of fiscal 2027 was $12.3 million, compared to operating income of $10.7 million in the second quarter of fiscal
2026. OIBDA in the second quarter of fiscal 2027 increased 14% to $20.7 million, compared to $18.2 million in the prior year’s
quarter. Adjusted EBITDA in the second quarter of fiscal 2027 increased 14% to $22.1 million, compared to $19.4 million last year, primarily
because of an increase in total revenue, partially offset by increases in cost of revenue and administration expenses. See below for
calculations and reconciliations of OIBDA and Adjusted EBITDA to operating income and net income, respectively.
Net income in the
second quarter of fiscal 2027 was $4.6 million, or $0.07 per share, compared to net income of $2.2 million, or $0.03 per share, in the
year-ago quarter. The increase in net income was primarily driven by the increase in operating income and the changes in gain (loss)
on fair value of swaps and gain (loss) on foreign exchange, partially offset by increases in income tax expense and interest expense.
Second Quarter
Fiscal 2027 Segment Review
| Music Publishing | |
Q2 FY27 | | |
Q2 FY26 | | |
Change | |
| Revenue by Type | |
| | |
| | |
| |
| Digital | |
$ | 17.6 | | |
$ | 16.1 | | |
| 10 | % |
| Performance | |
$ | 7.5 | | |
$ | 7.5 | | |
| 1 | % |
| Synchronization | |
$ | 5.2 | | |
$ | 4.6 | | |
| 13 | % |
| Mechanical | |
$ | 1.6 | | |
$ | 1.6 | | |
| (5 | )% |
| Other | |
$ | 1.3 | | |
$ | 1.1 | | |
| 24 | % |
| Total Revenue | |
$ | 33.2 | | |
$ | 30.9 | | |
| 8 | % |
| OIBDA | |
$ | 12.4 | | |
$ | 11.3 | | |
| 9 | % |
| (Table Notes: $ in millions; Quarters ended September 30th; Unaudited) |
Music Publishing
Revenue in the second quarter of fiscal 2027 was $33.2 million, an increase of 8% compared to $30.9 million in last fiscal year’s
second quarter. The increase was mainly due to an increase in digital revenue, primarily due to the acquisition of additional music catalogs
and continued growth at music streaming services, and an increase in synchronization revenue driven by the timing of licenses.
In the second quarter
of fiscal 2027, Music Publishing OIBDA increased 9% to $12.4 million, compared to $11.3 million in the second quarter of fiscal 2026.
Music Publishing OIBDA margin in the second quarter remained steady at 37%. The increase in Music Publishing OIBDA was driven by an increase
in revenue, partially offset by increases in cost of revenue and administration expenses.
| Recorded Music | |
Q2 FY27 | | |
Q2 FY26 | | |
Change | |
| Revenue by Type | |
| | |
| | |
| |
| Digital | |
$ | 11.5 | | |
$ | 8.7 | | |
| 33 | % |
| Physical | |
$ | 1.4 | | |
$ | 1.3 | | |
| 6 | % |
| Neighboring Rights | |
$ | 1.5 | | |
$ | 1.1 | | |
| 40 | % |
| Synchronization | |
$ | 0.9 | | |
$ | 1.8 | | |
| (54 | )% |
| Total Revenue | |
$ | 15.4 | | |
$ | 13.0 | | |
| 18 | % |
| OIBDA | |
$ | 8.3 | | |
$ | 6.6 | | |
| 26 | % |
(Table Notes: $ in millions; Quarters ended September 30th; Unaudited)
|
Recorded Music Revenue
in the second quarter of fiscal 2027 was $15.4 million, an increase of 18% compared to $13.0 million in last year’s second quarter.
The increase was driven by an increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued
growth at music streaming services, and an increase in neighboring rights revenue, primarily driven by the acquisition of additional
music catalogs and new affiliations. These factors were partially offset by a decrease in synchronization revenue, driven by the timing
of licenses.
In the second quarter of fiscal 2027,
Recorded Music OIBDA increased 26% to $8.3 million, compared to $6.6 million in the second quarter of fiscal 2026. This increase primarily
reflects an increase in revenue. Recorded Music OIBDA margin in the second quarter expanded from 51% to 54%. The increase in Recorded
Music OIBDA margin primarily reflects the decrease in cost of revenue as a percentage of revenue.
Balance Sheet
and Liquidity
For the six months
ended September 30, 2026, cash provided by operating activities was $21.6 million, a decrease of $3.7 million compared to the same period
last year, primarily due to a change in cash used for working capital resulting from the timing of royalty payments to creators and payments
of accounts payable, partially offset by the timing of royalty advance recoupments.
As of September
30, 2026, Reservoir had cash and cash equivalents of $24.8 million and $89.2 million available for borrowing under its revolving credit
facility, for total available liquidity of $113.9 million. Total debt was $458.6 million (net of $2.2 million of deferred financing costs)
and Net Debt was $433.8 million (defined as total debt, less cash and cash equivalents and deferred financing costs). This compares to
cash and cash equivalents of $25.9 million and $91.2 million available for borrowing under its revolving credit facility, for total available
liquidity of $117.1 million as of March 31, 2026. Total debt was $455.7 million (net of $3.1 million of deferred financing costs) and
Net Debt was $429.8 million as of March 31, 2026.
Fiscal Year
2027 Outlook
Reservoir narrows
and raises its previously provided financial outlook ranges for fiscal year 2027, and expects the financial results for the year ending
March 31, 2027, to be as follows:
| Outlook | |
Guidance | | |
Growth (at mid-point) | |
| Revenue | |
| $188M - $192M | | |
| 8 | % |
| Adjusted EBITDA | |
| $77M - $80M | | |
| 7 | % |
Jim Heindlmeyer,
Chief Financial Officer of Reservoir, stated, “Our first-half results underscore our ability to generate consistent growth from
a high-quality, diversified catalog while maintaining a disciplined approach to both future investments and cost management. Based on
this performance, we have the confidence to raise our guidance ranges for both revenue and Adjusted EBITDA for fiscal year 2027.”
Conference Call
Information
Reservoir is hosting
a conference call for analysts and investors to discuss its financial results for the second quarter of the fiscal year ending March
31, 2027 at 10:00 a.m. EST today, November 4, 2026. The conference call can be accessed via webcast in the Investor Relations section
of the Company’s website at https://investors.reservoir-media.com/news-and-events/events-and-presentations.
Interested parties
may also participate in the call using the following registration link: Here. Once registered, participants will receive a dial-in
number as well as a PIN to enter the event. Participants may re-register for the conference call in the event of a lost dial-in number
or PIN. Shortly after the conclusion of the conference call, a replay of the audio webcast will be available in the Investor Relations
section of Reservoir’s website for 30 days after the event.
About Reservoir
Media, Inc.
Reservoir is an
independent music company based in New York City and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi, Mumbai, and
Cairo. Reservoir is the first female-founded and led publicly traded independent music company in the U.S. Founded as a family-owned
music publisher in 2007, Reservoir represents copyrights and master recordings including titles dating as far back as 1900 and hundreds
of #1 releases worldwide. Reservoir frequently holds a Top 10 U.S. Market Share according to Billboard's Publishers Quarterly, was twice
named Publisher of the Year by Music Business Worldwide's The A&R Awards and won Independent Publisher of the Year at the 2020 and
2022 Music Week Awards.
Reservoir also
represents a multitude of recorded music through Chrysalis Records, Tommy Boy Music, and Philly Groove Records and manages artists through
its ventures with Blue Raincoat Music and Big Life Management.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are made in reliance
on the safe harbor protections provided thereunder. All statements, other than statements of historical fact, included in this press
release are, or could be, forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “target,” “would” and other similar words
and expressions, although the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements
in this press release relate to, among other things: Reservoir’s financial outlook for fiscal year 2027, including revenue and
Adjusted EBITDA guidance; Reservoir’s anticipated financial condition, results of operations and performance, expected growth,
plans and objectives for future operations, including our ability to successfully execute our long-term strategy, business prospects
and market conditions. Forward-looking statements are based on the current expectations and beliefs of management and information currently
available to management. These statements are inherently subject to a number of risks, uncertainties and assumptions, many of which are
outside of our control and could cause future events or results to be materially different from those stated or implied in this press
release, including, among others: adverse economic conditions; risks associated with strategic acquisitions or other transactions; Reservoir’s
indebtedness and ability to generate sufficient cash; cybersecurity incidents; risks related to the use of artificial intelligence; the
Special Committee’s evaluation of the previously disclosed proposals to acquire the Company’s outstanding equity, the outcome
of such evaluation and any related uncertainty and disruption of Reservoir’s business as a result of the proposals or any potential
transaction relating thereto; and the risk factors that are described in Reservoir’s Annual Report on Form 10-K for the year ended
March 31, 2026, any subsequent Quarterly Reports on Form 10-Q and our other filings with the SEC available on the SEC’s website
at www.sec.gov or Reservoir’s website at www.reservoir-media.com. Readers are cautioned not to place
undue reliance on these forward-looking statements. Any forward-looking statement made in this press release speaks only as of the date
on which it is made and Reservoir undertakes no obligation to update or revise any forward-looking statement, whether as a result of
new information, future developments or otherwise, except as required by law.
Reservoir Media, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three and Six Months Ended September 30, 2026 versus September 30, 2025
(Unaudited)
(Expressed in U.S. dollars)
| | |
Three Months Ended September 30, | | |
| | |
Six Months Ended September 30, | | |
| |
| | |
2026 | | |
2025 | | |
% Change | | |
2026 | | |
2025 | | |
% Change | |
| Revenues | |
$ | 49,909,614 | | |
$ | 45,435,051 | | |
| 10 | % | |
$ | 91,391,667 | | |
$ | 82,599,344 | | |
| 11 | % |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| 17,750,512 | | |
| 16,532,205 | | |
| 7 | % | |
| 32,538,634 | | |
| 29,724,920 | | |
| 9 | % |
| Amortization and depreciation | |
| 8,452,316 | | |
| 7,556,863 | | |
| 12 | % | |
| 16,747,787 | | |
| 14,870,600 | | |
| 13 | % |
| Administration expenses | |
| 11,444,356 | | |
| 10,659,442 | | |
| 7 | % | |
| 24,464,442 | | |
| 21,870,589 | | |
| 12 | % |
| Total costs and expenses | |
| 37,647,184 | | |
| 34,748,510 | | |
| 8 | % | |
| 73,750,863 | | |
| 66,466,109 | | |
| 11 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
| 12,262,430 | | |
| 10,686,541 | | |
| 15 | % | |
| 17,640,804 | | |
| 16,133,235 | | |
| 9 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (7,036,524 | ) | |
| (6,741,657 | ) | |
| | | |
| (13,941,824 | ) | |
| (13,037,615 | ) | |
| | |
| Gain (loss) on foreign exchange | |
| 25,826 | | |
| (387,010 | ) | |
| | | |
| (17,716 | ) | |
| 708,404 | | |
| | |
| Gain (loss) on fair value of swaps | |
| 1,099,731 | | |
| (315,998 | ) | |
| | | |
| 2,025,584 | | |
| (1,313,163 | ) | |
| | |
| Other (expense) income, net | |
| (290,282 | ) | |
| (90,707 | ) | |
| | | |
| (393,178 | ) | |
| (254,483 | ) | |
| | |
| Income before income taxes | |
| 6,061,181 | | |
| 3,151,169 | | |
| | | |
| 5,313,670 | | |
| 2,236,378 | | |
| | |
| Income tax expense | |
| 1,428,290 | | |
| 947,313 | | |
| | | |
| 1,189,165 | | |
| 676,247 | | |
| | |
| Net income | |
| 4,632,891 | | |
| 2,203,856 | | |
| | | |
| 4,124,505 | | |
| 1,560,131 | | |
| | |
| Net loss attributable to noncontrolling interests | |
| 93,230 | | |
| 53,985 | | |
| | | |
| 508,505 | | |
| 142,051 | | |
| | |
| Net income attributable to Reservoir Media, Inc. | |
$ | 4,726,121 | | |
$ | 2,257,841 | | |
| | | |
$ | 4,633,010 | | |
$ | 1,702,182 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Earnings per common share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.07 | | |
$ | 0.03 | | |
| | | |
$ | 0.07 | | |
$ | 0.03 | | |
| | |
| Diluted | |
$ | 0.07 | | |
$ | 0.03 | | |
| | | |
$ | 0.07 | | |
$ | 0.03 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 65,995,372 | | |
| 65,566,514 | | |
| | | |
| 65,874,790 | | |
| 65,468,739 | | |
| | |
| Diluted | |
| 66,801,791 | | |
| 66,273,757 | | |
| | | |
| 66,764,142 | | |
| 66,166,846 | | |
| | |
Reservoir Media,
Inc. and Subsidiaries
Condensed Consolidated
Balance Sheets
September 30, 2026
versus March 31, 2026
(Unaudited)
(Expressed in U.S.
dollars)
| | |
September 30, 2026 | | |
March 31, 2026 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 24,777,667 | | |
$ | 25,927,462 | |
| Accounts receivable | |
| 41,091,407 | | |
| 40,832,075 | |
| Current portion of royalty advances | |
| 14,495,343 | | |
| 16,368,968 | |
| Other current assets | |
| 5,172,648 | | |
| 9,409,757 | |
| Total current assets | |
| 85,537,065 | | |
| 92,538,262 | |
| | |
| | | |
| | |
| Intangible assets, net | |
| 799,790,785 | | |
| 788,740,821 | |
| Equity method and other investments | |
| 2,413,775 | | |
| 2,830,766 | |
| Royalty advances, net of current portion and reserves | |
| 55,371,509 | | |
| 54,128,586 | |
| Property and equipment, net | |
| 805,721 | | |
| 661,986 | |
| Operating lease right of use assets, net | |
| 7,282,027 | | |
| 7,889,862 | |
| Fair value of swap assets | |
| 3,092,919 | | |
| 1,356,878 | |
| Other assets | |
| 2,828,011 | | |
| 1,529,920 | |
| Total assets | |
$ | 957,121,812 | | |
$ | 949,677,081 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 4,342,681 | | |
$ | 4,116,221 | |
| Royalties payable | |
| 50,336,208 | | |
| 52,323,565 | |
| Accrued payroll | |
| 1,404,788 | | |
| 2,672,350 | |
| Deferred revenue | |
| 2,474,699 | | |
| 2,472,734 | |
| Other current liabilities | |
| 5,047,980 | | |
| 3,408,651 | |
| Income taxes payable | |
| 498,122 | | |
| 547,932 | |
| Total current liabilities | |
| 64,104,478 | | |
| 65,541,453 | |
| | |
| | | |
| | |
| Secured line of credit | |
| 458,597,737 | | |
| 455,705,468 | |
| Deferred tax liability | |
| 43,489,465 | | |
| 41,786,064 | |
| Operating lease liabilities, net of current portion | |
| 6,770,578 | | |
| 7,445,152 | |
| Fair value of swap liability | |
| - | | |
| 289,543 | |
| Other liabilities | |
| 451,423 | | |
| 345,149 | |
| Total liabilities | |
| 573,413,681 | | |
| 571,112,829 | |
| | |
| | | |
| | |
| Contingencies and commitments | |
| | | |
| | |
| | |
| | | |
| | |
| Shareholders' Equity | |
| | | |
| | |
| Preferred stock | |
| - | | |
| - | |
| Common stock | |
| 6,602 | | |
| 6,561 | |
| Additional paid-in capital | |
| 347,741,382 | | |
| 346,933,189 | |
| Retained earnings | |
| 36,083,244 | | |
| 31,450,234 | |
| Accumulated other comprehensive loss | |
| (459,632 | ) | |
| (670,772 | ) |
| Total Reservoir Media, Inc. shareholders' equity | |
| 383,371,596 | | |
| 377,719,212 | |
| Noncontrolling interest | |
| 336,535 | | |
| 845,040 | |
| Total shareholders' equity | |
| 383,708,131 | | |
| 378,564,252 | |
| Total liabilities and shareholders' equity | |
$ | 957,121,812 | | |
$ | 949,677,081 | |
Supplemental Disclosures Regarding
Non-GAAP Financial Measures
This press release
includes certain financial information, such as OIBDA, OIBDA margin, EBITDA, Adjusted EBITDA, and Net Debt, which has not been prepared
in accordance with United States generally accepted accounting principles (“GAAP”). Reservoir’s management uses these
non-GAAP financial measures to evaluate Reservoir’s operations, measure its performance and make strategic decisions. Reservoir
believes that the use of these non-GAAP financial measures provides useful information to investors and others in understanding Reservoir’s
results of operations and trends in the same manner as Reservoir’s management and in evaluating Reservoir’s financial measures
as compared to the financial measures of other similar companies, many of which present similar non-GAAP financial measures. However,
these non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by Reservoir’s
management about which items are excluded or included in determining these non-GAAP financial measures and, therefore, should not be
considered as a substitute for net income, operating income or any other operating performance measures calculated in accordance with
GAAP. Using such non-GAAP financial measures in isolation to analyze Reservoir’s business would have material limitations because
the calculations are based on the subjective determination of Reservoir’s management regarding the nature and classification of
events and circumstances. In addition, although other companies in Reservoir’s industry may report measures titled OIBDA, OIBDA
margin, EBITDA, Adjusted EBITDA, and Net Debt, or similar measures, such non-GAAP financial measures may be calculated differently from
how Reservoir calculates such non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of
these limitations, such non-GAAP financial measures should be considered alongside other financial performance measures and other financial
results presented in accordance with GAAP. You can find the reconciliation of these non-GAAP financial measures to the nearest comparable
GAAP measures in the tables below.
OIBDA
Reservoir evaluates
operating performance based on several factors, including its primary financial measure of operating income before non-cash depreciation
of tangible assets and non-cash amortization of intangible assets (“OIBDA”). Reservoir considers OIBDA to be an important
indicator of the operational strengths and performance of its businesses and believes this non-GAAP financial measure provides useful
information to investors because it removes the significant impact of amortization from Reservoir’s results of operations. However,
a limitation of the use of OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible
and intangible assets used in generating revenues in Reservoir’s businesses and other non-operating income (loss). Accordingly,
OIBDA should be considered in addition to, not as a substitute for, operating income, net income attributable to us and other measures
of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures
used by other companies. OIBDA margin is defined as OIBDA as a percentage of revenue.
EBITDA and Adjusted
EBITDA
EBITDA is defined
as earnings (net income or loss) before net interest expense, income tax (benefit) expense, non-cash depreciation of tangible assets
and non-cash amortization of intangible assets and is used by management to measure operating performance of the business. Adjusted EBITDA,
in addition to adjusting net income to exclude income tax expense, interest expense and depreciation and amortization, further adjusts
net income by excluding items or expenses such as, among others, (1) any non-cash charges (including any impairment charges and loss
on early extinguishment of debt and to write-down an equity investment to its estimated fair value), (2) any net gain or loss on foreign
exchange, (3) any net gain or loss resulting from interest rate swaps, (4) equity-based compensation expense and (5) certain unusual
or non-recurring items.
Adjusted EBITDA
is a key measure used by Reservoir’s management to understand and evaluate operating performance, generate future operating plans,
and make strategic decisions regarding the allocation of capital. However, certain limitations on the use of Adjusted EBITDA include,
among others, (1) it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue
for Reservoir’s business, (2) it does not reflect the significant interest expense or cash requirements necessary to service interest
or principal payments on Reservoir’s indebtedness and (3) it does not reflect every cash expenditure, future requirements for capital
expenditures or contractual commitments. In particular, Adjusted EBITDA measure adds back certain non-cash, unusual or non-recurring
charges that are deducted in calculating net income; however, these are expenses that may recur, vary greatly and are difficult to predict.
In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by
GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs.
Net Debt
Reservoir defines
Net Debt as total debt, less cash and cash equivalents and deferred financing costs.
Reservoir Media,
Inc. and Subsidiaries
Reconciliation
of Operating Income to OIBDA
Three and Six Months
Ended September 30, 2026 versus September 30, 2025
(Unaudited)
(Dollars in thousands)
| | |
For the Three Months Ended
September 30, | | |
For the Six Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues | |
$ | 49,910 | | |
$ | 45,435 | | |
$ | 91,392 | | |
$ | 82,599 | |
| Cost of revenue | |
| 17,751 | | |
| 16,532 | | |
| 32,539 | | |
| 29,725 | |
| Administration expenses | |
| 11,444 | | |
| 10,659 | | |
| 24,464 | | |
| 21,871 | |
| OIBDA | |
| 20,715 | | |
| 18,243 | | |
| 34,389 | | |
| 31,004 | |
| Amortization and depreciation | |
| 8,452 | | |
| 7,557 | | |
| 16,748 | | |
| 14,871 | |
| Operating income | |
$ | 12,262 | | |
$ | 10,687 | | |
$ | 17,641 | | |
$ | 16,133 | |
Reservoir Media,
Inc. and Subsidiaries
Music Publishing
Segment OIBDA
Three and Six Months
Ended September 30, 2026 versus September 30, 2025
(Unaudited)
(Dollars in thousands)
| | |
For the Three Months Ended
September 30, | | |
For the Six Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues | |
$ | 33,248 | | |
$ | 30,875 | | |
$ | 59,761 | | |
$ | 55,808 | |
| Cost of revenue | |
| 14,049 | | |
| 13,047 | | |
| 24,525 | | |
| 23,483 | |
| Administration expenses | |
| 6,841 | | |
| 6,512 | | |
| 15,108 | | |
| 13,445 | |
| OIBDA | |
$ | 12,357 | | |
$ | 11,317 | | |
$ | 20,128 | | |
$ | 18,880 | |
Reservoir Media,
Inc. and Subsidiaries
Recorded Music
Segment OIBDA
Three and Six Months
Ended September 30, 2026 versus September 30, 2025
(Unaudited)
(Dollars in thousands)
| | |
For the Three Months Ended
September 30, | | |
For the Six Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues | |
$ | 15,351 | | |
$ | 12,982 | | |
$ | 29,451 | | |
$ | 23,426 | |
| Cost of revenue | |
| 3,701 | | |
| 3,486 | | |
| 8,014 | | |
| 6,242 | |
| Administration expenses | |
| 3,359 | | |
| 2,901 | | |
| 7,037 | | |
| 5,735 | |
| OIBDA | |
$ | 8,290 | | |
$ | 6,596 | | |
$ | 14,400 | | |
$ | 11,450 | |
Reservoir Media,
Inc. and Subsidiaries
Reconciliation
of Net Income to Adjusted EBITDA
Three and Six Months
Ended September 30, 2026 versus September 30, 2025
(Unaudited)
(Dollars in thousands)
| | |
For the Three Months Ended
September 30, | | |
For the Six Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net Income | |
$ | 4,633 | | |
$ | 2,204 | | |
$ | 4,125 | | |
$ | 1,560 | |
| Income Tax Expense | |
| 1,428 | | |
| 947 | | |
| 1,189 | | |
| 676 | |
| Interest Expense | |
| 7,037 | | |
| 6,742 | | |
| 13,942 | | |
| 13,038 | |
| Amortization and Depreciation | |
| 8,452 | | |
| 7,557 | | |
| 16,748 | | |
| 14,871 | |
| EBITDA | |
| 21,550 | | |
| 17,450 | | |
| 36,003 | | |
| 30,145 | |
| (Gain) Loss on Foreign Exchange(a) | |
| (26 | ) | |
| 387 | | |
| 18 | | |
| (708 | ) |
| (Gain) Loss on Fair Value of Swaps(b) | |
| (1,100 | ) | |
| 316 | | |
| (2,026 | ) | |
| 1,313 | |
| Non-cash Share-based Compensation(c) | |
| 1,166 | | |
| 1,113 | | |
| 2,986 | | |
| 2,247 | |
| Transaction Costs(d) | |
| 200 | | |
| - | | |
| 401 | | |
| - | |
| Other Expense (Income), Net(e) | |
| 290 | | |
| 91 | | |
| 393 | | |
| 254 | |
| Adjusted EBITDA | |
$ | 22,081 | | |
$ | 19,357 | | |
$ | 37,776 | | |
$ | 33,251 | |
| (a) | Reflects
the (gain) or loss on foreign exchange fluctuations. |
| (b) | Reflects
the non-cash (gain) or loss on the mark-to-market of interest rate swaps. |
| (c) | Reflects
non-cash share-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus
Incentive Plan. |
| (d) | Reflects
transaction costs, consisting primarily of professional fees, incurred in connection with
the structuring associated with certain strategic growth initiatives, the acquisition of
Viral Wave, which closed in April 2026, and by the independent special committee (“Special
Committee”) of the Company’s Board of Directors. The Special Committee was formed
to evaluate the previously disclosed non-binding and unsolicited acquisition proposals received
by the Company. |
| (e) | Reflects
Reservoir’s share of losses recorded by equity method investments. |
Media Contact
Reservoir Media,
Inc.
Suzy Arrabito
Vice President,
Marketing & Communications
sa@reservoir-media.com
www.reservoir-media.com
Investor Contact
Alpha IR Group
Jackie Marcus or
Nathan Skown
RSVR@alpha-ir.com
Source: Reservoir
Media, Inc.
###