Good morning, everyone, and thank you for participating in today's conference call to discuss Reservoir Media's Financial Results for the Fourth Quarter and Full-Year Fiscal Year 2022 ended in March 31, 2022. After the speakers' presentation, there will be a question-and-answer session.

[Operator Instructions] I would now like to turn the call over to Alec Buchmelter with the Alpha IR Group, who will review our agenda today and the company's forward-looking statement.

Alec?.

Thank you, operator. Good morning, everyone, and thank you for participating in today's earnings conference call. Reservoir Media issued an earnings press release with results for its fourth quarter and fiscal year 2022 ended March 31, 2022 earlier this morning.

If you did not receive a copy of our earnings press release you may access it from the Investor Relations section of our website at investors.reservoir-media.com. With me on today's call are Golnar Khosrowshahi, Founder and Chief Executive Officer; Rell Lafargue, President, Chief Operating Officer; and Jim Heindlmeyer, Chief Financial Officer.

As a reminder, this call is being simultaneously webcast and will be recorded and archived on the Investor Relations section of our website.

Before I turn the call over to Golnar, Rell, and Jim, I'd like to note that today's discussion will contain forward-looking statements that reflect the current views of Reservoir Media about our business, financial performance, and future events. And as such, involve certain risks and uncertainties.

Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs, and projections will result or be achieved.

Please refer to our earnings press release and our filings with the Securities and Exchange Commission for more information on the specific risks, uncertainties, and other factors that could cause our actual results to differ materially from our expectations, beliefs, and projections described in today's discussion.

Any forward-looking statements that we make on this call or in our earnings press release are as of today and we undertake no obligation to update these statements as a result of new information or future events, except to the extent required by applicable law.

In addition to financial results presented in accordance with Generally Accepted Accounting Principles, we plan to present during this call certain financial measures that do not conform to U.S. GAAP if we believe they are useful to investors or if we believe they will help investors to better understand our performance or business trends.

Reconciliations of these non-GAAP financial measures to the nearest comparable GAAP measures are included in our earnings press release. I would now like to turn the call over to Golnar.

Golnar?.

New additions to our catalog in the quarter include award winning Film Score Composer Henry Jackman, adding the rights to feature films like the Captain America franchise and many more. This builds on an already diversified and high quality Film Score Catalog, which began in 2015 with an investment in Hans Zimmer's portfolio.

We also expanded our hip hop genre with our catalog deal for the legendary hip hop producer and songwriter, Larry Smith. Larry Smith's seminal album Escape made history with the artist Houdini as the first hip hop album to be certified platinum.

We are proud to represent more and more artists who have revolutionized music and Larry Smith's influence on the hip hop genre and the industry is monumental. We extended our deal with multi-platinum songwriter Ali Tamposi, a Reservoir writer since 2017, underscoring the mutual commitment between the company and our roster.

More recently, we executed against our emerging markets growth strategy with the signing of Egyptian rapper, Mohamed Ramadan; and Moroccan rapper, 7liwa. These deals were in conjunction with PopArabia and will certainly provide opportunities to increase our presence in the Middle East and North Africa.

Overall, it was a very active quarter and we have already hit the ground running just as fast with a strong start to fiscal 2023.

We will continue to pursue deals that are in-line with our objectives and are accretive to margins so that our inorganic developments are not only enhancing our top line, but also our margin profile improving long-term operating leverage.

While our acquisition path represents a clear growth opportunity, Reservoir continues to outperform the industry on an organic growth rate as well.

We remain very confident that we can maintain this as Reservoir is insulated against broader market pressures through having an asset class that is uncorrelated to macroeconomic headwinds that typically impact other businesses.

Ultimately, reservoir is positioned for growth through turbulent times due to a recession resistant business model and this resilience is partly due to the fact that music remains one of the most under monetized forms of entertainment.

Turning to our quarterly performance, in the fourth fiscal quarter, we saw growth across many of our key performance metrics. We posted $35.1 million in total revenue, which represented growth of 46% versus the prior year period and included a very healthy 20% organic growth.

Within the segments, 72% of revenue came from music publishing and 28% from recorded music. We are continuing to manage our cash flow to support additional acquisitions, while also prudently managing our costs. These actions resulted in a 47% improvement in our adjusted EBITDA.

With that, I'd like to turn the call over to Rell to further discuss the broader industry and our operations.

Rell?.

Thank you, Golnar and good morning everyone. As Golnar stated, Reservoir is well equipped to navigate any market landscape. While the environment around us is always changing, we remain consistent in our approach and execution and will continue to position our business to be a leader in the industry.

Our unique capabilities have allowed us to support our artists and creators by licensing their work, such that it can be broadly consumed and effectively monetized.

We have conducted vigorous internal analyses around changes to GDP, interest rates, legislative issues, and industry dynamics, and found that our business has performed consistently throughout, showing signs of resiliency and defensibility.

We have created an insulated business through our efforts to create a portfolio of artist catalogs and songs that are uncorrelated with one another and with general economic variables that typically affect more cyclical businesses. In terms of our operations, I'd like to share a few thoughts around our successes in fiscal 2022. On the people front.

We continue to augment our global team throughout the year. We have added a number of resources on the recorded music side and marketing and digital licensing, which has yielded results such as 39% pro forma revenue growth on the Tommy Boy catalog.

We have added three new resources of the synchronization marketing team, driving our value enhancement capabilities, yielding an impressive 62% increase in sync revenue year-over-year.

Lastly, our collective team remains committed to being part of the world's efforts to fix climate change, support an open and inclusive workplace, and drive strong governance and robust risk and compliance frameworks. To that regard, we are currently completing our inaugural ESG and sustainability report and expect to release that next month.

Before I turn the call over to Jim, I would like to highlight the recent acknowledgments of our Chief Executive Officer and other team members have received. In March, Billboard hosted their 2022 Women in Music event where Golnar was awarded Executive of the Year and [indiscernible] were also recognized as top executives.

Our accolades this year did not stop there as Variety named Golnar to their New York Women's Impact Report for 2022. And most recently, four senior Reservoir executives were named to Billboard's 2022 international power players list underscoring the company's significant position and expertise in international markets.

Our team's awards from these highly respected organizations exemplify the depth of our expertise and our commitment to understanding that we strive to be exceptional in a global marketplace.

Needless to say, I am proud to have been leading this team in our global operation for the past 14 years and look forward to many more accolades in the years to come. With that, I will turn the call over to Jim to discuss our financial performance during the quarter in more detail.

Jim?.

OIBDA and adjusted EBITDA. We believe these give the cleanest view of our progress as a business. Both of these metrics remove the impact of amortization from our operating results. So, as a reminder, these metrics do not reflect periodic costs of certain capitalized tangible and intangible assets used in generating revenues.

Adjusted EBITDA removes the impact of other non-cash or non-recurring expenses such as stock based comp. For Q4, OIBDA increased 34% year-over-year to 13.9 million, while adjusted EBITDA grew 47% to 15.4 million, both as compared to the fourth fiscal quarter of 2021.

These increases were primarily driven by the improvement in revenues across both publishing and recorded music and were partially offset by transactional and administration costs related to being a public company. Our interest expense was 2.9 million for the quarter, compared to 2.3 million in the same period last year.

Net income for the fourth quarter of fiscal 2022 came in at 8.9 million, up 75% from the same period last year. This resulted in diluted earnings per share for the quarter of $0.14, compared to $0.11 per share for the fourth quarter of fiscal 2021. Lastly, our weighted average diluted outstanding share count is 64.7 million.

Moving to a breakdown of our full-year fiscal 2022 results, revenue came in at 107.8 million, a 34% increase year-over-year and well above the top of our previously raised guidance range.

Top line growth for the year was largely attributed to synchronization and digital revenue streams, which reported a 62% and 32% cumulative increase across both segments respectively. Looking at our operating expense for fiscal 2022, our overall cost of revenue saw a 34% increase from fiscal 2021, which is in-line with our increase in revenue.

With fiscal 2022 being our first year as a public company, we saw our company's administration expenses [increased] [ph] 69% from the prior year, due to non-cash stock-based compensation related to our public listing and the ongoing cost of being a public company that we did not have last year.

OIBDA in fiscal 2022 increased 18% year-over-year to 38.4 million, while adjusted EBITDA grew 29% to 41.3 million from fiscal 2021. These increases were primarily driven by the improvement in revenues across both publishing and recorded music and were partially offset by transactional and administration costs related to being a public company.

Our interest expense was 10.9 million for the full-year, which was an increase of 21%, compared to 9 million last year. Net income for fiscal 2022 came in at 13.1 million, up over 41% from last year. This resulted in diluted earnings per share for the year of $0.22, compared to $0.21 per share for fiscal 2021.

Lastly, our weighted average diluted outstanding share count is 58.5 million. These full-year results show our ability to execute on our acquisition strategy, capitalize on our value enhancement opportunities, and ultimately succeed in the growing music industry. Turning to our segment breakdown for the quarter, let's look at Music Publishing first.

Music Publishing generated revenue of 25.1 million in the fourth quarter, which was a 29% improvement from this time last year. The primary drivers for the increase within the Publishing segment was our sync and other revenue streams.

Synchronization revenue in the Publishing segment totaled 4.7 million, representing a 31% increase from the fourth quarter last year, largely due to the recovery in the film and television industry from the impacts of COVID-19. Other revenue within the Publishing segment showed a 230% increase year-over-year to 3.3 million.

This was primarily due to our growing presence in the Middle East. Our recorded music segment continued to deliver strong results in the quarter, generating 9.8 million in revenue in the fourth quarter, which is up 123% from the prior year quarter.

All revenue types within our recorded music segment delivered solid results, led by digital revenue, which saw a 178% increase and that was driven by the continued growth and consumption at music streaming services. Synchronization experienced rapid growth on the recorded side as it posted a $1 million top line increase in the fourth quarter.

The overall increase within the recorded music segment was also driven by the Tommy Boy acquisition earlier in the year. Our full-year segment results tell a similar story as we recorded 17% top line growth within our Music Publishing segment.

Our other revenue had the largest growth within the Music Publishing segment as that revenue type increased by 198% year-over-year to 7.7 million. Recorded Music also saw significant growth on the top line as revenues increased 126% when compared to fiscal 2021.

Driven by the acquisition of Tommy Boy, all revenue streams within our Recorded segment saw year-over-year revenue growth greater than 40%, showing the diversification of our business over the long-term. Let's move on to our balance sheet. At quarter-end, our credit facility was at roughly 275.6 million.

We closed the quarter with total liquidity of 92.2 million, comprised of 17.8 million of cash on hand and 74.4 million available under our revolver, which gives us the capital to fund our strategic objectives.

In terms of total debt, we ended the quarter at $269.9 million, which was net of $5.8 million of deferred financing cost and thus we maintain 252 million of net debt. That compares to net debt of 203.3 million as of last fiscal year-end.

Our leverage ratio as of March 31, 2022 was 5.7 using the trailing 12-month pro forma adjusted EBITDA of 48.2 million, which reflects the measurement for our credit agreement.

Lastly, I'll note that over half of our outstanding debt is hedged at a very attractive interest rate, which will limit our exposure to rising interest rates in the coming year. Before I jump into our guidance for next year, I want to highlight an immaterial adjustment to prior period results that you'll see in our 10-K.

This is related to our accounting for certain asset acquisitions and the royalties that are earned between the time and acquisition is agreed upon and when it is closed.

Upon review of the accounting treatment, we determine that it's more appropriate to treat those royalties and the related cash receipts as a reduction to the purchase price of the acquisition rather than as revenue. Had we not made this change, our fourth quarter results would have been slightly higher.

The prior period amounts included in this earnings release have been revised to give effect to these adjustments and this has no impact on total cash flow or business momentum. Again, this is an immaterial adjustment. Let's shift gears to our outlook for fiscal 2023.

Building upon the strong financial performance we achieved in our first year as a public company, we expect fiscal 2023 revenue to be in the range of $116 million to $121 million and adjusted EBITDA to be in the range of $44 million to $47 million.

At the midpoint, that's 10% growth across both metrics in an economic climate that's likely going to be challenging for many other businesses. As we move into fiscal 2023, we’ll continue to evaluate potential acquisitions to expand our portfolio of assets, which is considered in our full-year guidance.

As I mentioned, we're being diligent about controlling our costs both on revenue and overall operating costs and believe we have a solid balance sheet supported by highly predictable and consistent cash flows that provides us with the flexibility to invest in our business and our growing roster of talent.

We are again setting higher expectations, feel very confident about our path forward, and look forward to providing updates on our progress throughout the year. With that, I'll now pass the call back to Golnar..

Thank you, Jim. As we look forward, our competitive position remains strong and we were able to capitalize on a growing industry and our robust pipeline. In April 2021, we highlighted that we had deployed a total of $400 million of capital for M&A activity over the previous 13 years.

Going public has expanded our opportunities and we have been able to rapidly grow our roster of creators. This year's spending on M&A equates to approximately 50% of total spending over the past 13 years. Our deal activity has been consistent and our pipeline of potential deals remains diversified and filled with unique strategic opportunities.

On the M&A front, we expect the pace of catalog acquisition spending in the industry to slow down given the rising interest rate environment. This shift in pricing benefits strong, scaled incumbents like reservoir who were trusted by the music industry and creators as a strong long-term partner.

Further, our M&A pipeline remains robust and we are well on our way to deploy $100 million this year. To be clear, with our debt covenant and the predictable cash flows our business generates, we have the ability to deploy the capital required to meet our fiscal 2023 strategic investment target.

We will continue to focus on optimizing the operations of our existing business, while executing on our inorganic growth strategy by pursuing high quality deals with significant upside. In terms of the industry, we see strong secular trends that should continue to lead despite an economic environment that will remain [tepid] [ph].

As Goldman Sachs recently highlighted music spending even after years of growth, it’s still 40% below its historical peak, and consumption is growing year-after-year. The monetization opportunities remain vast, streaming services are not showing signs of saturation in more mature markets, and new global markets are catching up quickly.

The value one gets for a [999 among] [ph] subscription service is pretty incredible, and music provides refuge, inspiration, and joy, especially in times of economic uncertainty, conflict, and a lingering health crisis. This is why we are forecasting such a strong fiscal 2023 and it's why we are so confident in our long-term growth strategy.

As we've talked about at great lengths today, our business model is supported by strong predictable cash flows that historically have not varied a great deal through economic cycles. The music industry is expanding and we are taking advantage of every monetization opportunity to drive greater value for our roster of artists across all platforms.

Our exceptional and experienced team at Reservoir continues to execute and I couldn't be prouder of what we have accomplished or more excited for what the future holds. We will now open the line for questions..

[Operator Instructions] And our first question coming from the line of Alex Fuhrman with Craig-Hallum. Your line is open..

Great. Thanks so much for taking my question and congratulations on a really strong year. I wanted to ask about the guidance and in particular the top line guidance looks like about 10% growth at the midpoint.

Can you give us a sense of what's baked into that forecast either as you split it between publishing revenue and recorded music? And then as you think about the business between organic growth versus what you might be adding via an M&A or even just the continuation of a full-year's results of things you acquired last year, can you give us a little bit of a breakdown about how that revenue growth translates between organic and what you're adding with M&A?.

Yes. So, we are – Alex, this is Jim. Good to speak with you.

As we look forward to fiscal 2023, obviously, we are looking forward to continued strong results on both segments, both publishing and recorded, very excited about the acquisitions that we've made to date with Tommy Boy and Chrysalis on the recorded side and we expect significant results as we move forward with those two catalogs, and the rest of our recorded music assets.

Publishing side, we also see strong results. With respect to breaking out organic versus inorganic growth, certainly we plan to continue our M&A activities. As Golnar mentioned, we are well on our way to achieving our goals for the year on the M&A front. And we do bake those into our forecast with respect to our projections.

We typically use a half year convention based on the amount of money that we expect to deploy for the year. So, those are certainly baked into the guidance as well..

Okay. Thanks, Jim. That's helpful. And then just from a big picture perspective, Golnar, you mentioned there's never been more ways for consumers to consume music, certainly, we're seeing that across the industry.

Can you talk about how that impacts your business? Is it just as simple as more consumption of music equals more royalties for you and that flows through to your bottom line, is there any difference perhaps in profitability or maybe the way revenue is generated as listening shifts to different kind of new ways of consuming music?.

Sure. I mean, the royalty model is certainly different, but we look at all of these platforms as being accretive to our revenue and they are sources that didn't exist in the last 6 months, 12 months, 18 months, etcetera.

In-home fitness, for example, was really never a category for us as a revenue source and yet over the past couple of years, it has become so. And so, in that sense, we see it is accretive.

The royalty calculations and how that is allocated is rather complicated and certainly varies per usage and type and geography, but again, from a birds eye perspective, these are all accretive revenue sources that help drive this digital growth essentially..

Okay, thanks Golnar. That's really helpful.

Then my last question for you guys is, just again kind of on the guidance it looks like you're expecting EBITDA margins to be essentially flat in fiscal 2023, but longer-term, if I'm understanding some of your comments correctly, it seems like there's a lot of leverage inherent in the business and that overtime margins should be rising as long as music industry revenues keep growing, is there anything in particular this year that might be holding back that leverage growth? Is it just the same, kind of inflationary pressures, wages, etcetera, that every other company is talking about? Just curious when we could start to see some really significant leverage on the bottom line?.

Sure. So, well, you certainly touched on one of the things affecting it, which is the inflationary pressure that's affecting most businesses. The other significant piece that's effecting that is, we've talked a lot about the impact of public company costs in fiscal 2022 results.

The reality is that we had eight months of public company costs in this past year. So, fiscal 2023 will continue to be impacted by that higher cost base as we move forward and have a full-year of public company cost reflected in our results for fiscal 2023. So, those are probably the two largest areas.

And we do make – we have been making investments in our infrastructure to ensure that we are well-positioned to take advantage of the opportunities that are in front of us. And I think that that's exactly what's going to lead to what you touched on, which is long-term operating leverage and expanding margins as we move forward..

That’s great. Thanks very much Jim. Appreciate it..

And our next question is coming from the line of Marc Riddick with Sidoti. Your line is open..

Hey, good morning..

Hi, Marc..

I wanted to, sort of, maybe follow-up I guess on a couple of the prior questions and I wanted to maybe dig a little deeper into maybe what your – in your prepared remarks, you talked a little bit about the team and some of the additions that have been made to take advantage of the opportunities in front of you.

Maybe if you talk a little bit more about what you're expecting as far as future labor and talent additions, as well as maybe what type of retention you're seeing currently? Obviously, it's a very challenging environment in that regard.

So, I was wondering if you could touch a little bit more about that?.

Sure. I think that we have about probably three or four roles that we have left to fill in this fiscal year. And those are all in or mostly in areas of marketing, licensing, etcetera. An additional role we are looking to fill is in human resources.

And then as far as retention goes, we have historically had zero management level turnover at the company that is since inception. And we have – I don't have that data right in front of me, but in the past 12-months, I believe we have lost maybe one or two people.

So, our retention ability has historically been strong and we haven't really seen that change in a market today that you read frequently is challenging both on the hiring and retention front..

Okay, great. And then you made some comments in your prepared remarks that, sort of touched on this slide, I wanted to touch a little bit further on the acquisition pipeline.

And maybe if you could talk a little bit about maybe what you're seeing as far as – are you seeing as much activity with private equity competitors, are the market impacts that we've seen over the last several weeks having any visible impact currently?.

Sure. I mean, we haven't seen any visible impact, but we also don't have visibility into who we are competing against during the processes. So that's a little bit difficult for us to comment on. We have not, I would say, we haven't seen impact materialize yet, but that could be fourth coming. Our deal pipeline is robust.

Deal flow fluctuates on a day-to-day basis that pipeline moves upwards and downwards. From our perspective, we are seeing a robust deal flow that poses no challenge in executing on our capital deployment targets. And that's the climate we're in today, but I think it potentially could be too early to tell..

Great. And then for those who were listening to the call who – obviously recessionary concerns are [indiscernible] lot of [persons] [ph].

I was wondering if you could talk a little bit about maybe what you've seen historically within the industry and within your own company that would sort of give investors sort of a general idea of sort of what to think about as we [put] [ph] some uncertain times here?.

Yes. I mean historically if you look at data that compares global recorded music revenues again consumer spending. You're not seeing a lot of correlation there. And it's – that we look at consumer spending, entertainment spending, Recorded Music revenue. So that's where that point is coming from..

Okay, great. And last simple one for me. Are we looking at general time frame on 10-K release? Thanks..

Yes, we expect to file that aftermarket today..

Okay, great. Thank you very much..

Thank you so much..

Thank you..

And I'm showing no further questions at this time. I would now like to turn the call back over to management for any closing remarks..

Thank you, operator. Our performance in the fourth quarter is indicative of both the strength of our team at Reservoir and the quality of assets we've assembled. I thank you for joining us this morning. Jim and I look forward to updating you on our progress later this summer. Thank you so much..

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may now disconnect..