Good day, and thank you for standing by. Welcome to the Reservoir Second Quarter Fiscal 2023 Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. And I would now like to hand the conference over to your speaker today, Ms. Jacqueline Marcus of investor relations. Please go ahead. .

Thank you, operator. Good morning, everyone, and thank you for participating in today's earnings conference call. Reservoir Media issued a press release with results for its second quarter of fiscal year 2023 ended September 30, 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; 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 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?.

Thank you, Jackie. Good morning, everyone, and thank you for joining us today.

With the first half of our fiscal year completed, I am encouraged by the strength and consistency across our business as we build a strong and diverse portfolio of award-winning artists while also furthering our value enhancement efforts to more aggressively capitalize on our investments.

These efforts grew our top line by 10% during the second quarter..

Before I turn the call over to Jim to discuss our financial performance in more detail, I'd like to share some insights on the industry trends we are seeing and how we are positioned to navigate and benefit from these trends and a few of the notable deals we completed during the quarter.

While the broader economy is facing challenges, the music industry as a whole remains healthy as we continue to see strong secular tailwinds with better content accelerating.

With Spotify adding 7 million new subscribers this past quarter, alongside Apple Music raising their monthly subscription fees, users are seeking greater access to content with fewer commercial interruptions while also remaining sticky despite increased fees. .

So simply put, the value of music continues to be recognized. The more people who listen to our assets and the more money they pay to do so directly benefits us on a purely organic top line basis.

When an artist entrust us with their body of work, it is our primary objective to place their content in as many mediums as possible while also ensuring these assets are being adequately and fairly monetized.

Not only did we see the conclusion of the drawn-out CRB 3 rate structure during the quarter, but the publishing industry and the DSC agreed in principle to a rate structure for CRB 4, which will see the headline rates continue to increase over the period 2023 to 2027, reaching 15.35% in the final year.

This is a meaningful improvement over the prior rate and we extend our appreciation to the NMPA, the NSAI, DiMA and the Copyright Royalty Board for this historic settlement to incrementally raise pay for artists and creators. This progress is only one piece of unlocking the considerable inherent value in music for our shareholders. .

Since our last earnings call, our team has been busy adding several award-winning creators across genres to further build our portfolio of assets. Notably, these additions included award-winning singer, songwriter, trumpeter and actor Louis Prima.

Reservoir acquired the right to Boto publishing and recorded music catalog, including his Evergreen title. The acquisition of iconic Lebanese label and music publisher, voice of Beirut. This deal was done in conjunction with Pop Arabia, building on our emerging market strategy by broadening our presence in the region.

Ramy nominated writer producer, Nick Lee signed a new publishing deal with reservoir for all future work. Nick has quickly found success in the industry, coproducing Little Nazet and Jack Harlow's multi-platinum hit industry baby.

We expanded our hip-hop presence with a publishing deal for all past kits plus future works of rap icon KG of Naughty By Nature. .

This deal includes the platinum selling #1 single hip hope as well as #1 single OPP. Our team has already had a working relationship with KG as we first started working together through the Tommy Boy acquisition. Country Singer-Songwriter Brit Taylor signed a publishing deal for her full catalog and future work.

This deal executed as part of Reservoir's joint venture with One Ryan built upon our active Publishing roster of wider performers and adds to our continually growing country music catalog. Lastly, we expanded our frontline recorded music roster with the additions of the Wandering Hearts.

Santorsola records, the Wandering Hearts are breakout British Folkmericana Trio loaded for their intricate harmony. We are pleased by the quality and volume of deals we executed in the past few months as we continue to make progress against our capital deployment goal of $100 million for strategic M&A in fiscal year 2023.

We are also highly encouraged by our nearly $2.1 billion pipeline of prospective deals at various stages of development. .

Many of our transactions come to us through existing relationships and because of our reputation in the industry as thoughtful stewards of our catalog and the artists we represent. This insight track gives us better access to catalogs that may not be more broadly offered to other music company.

We are continuously evaluating deals with prolific and during artists whose work could be accretive to our business and look forward to sharing more news with you in the coming weeks. With that, I'd like to turn the call over to Jim to discuss our financial results for the quarter in greater detail. .

Thank you, Golnar, and good morning, everyone. We are pleased with our second fiscal quarter results as we continue to make strategic acquisitions, keeping us on track to our capital deployment goals for M&A for fiscal 2023, while concurrently driving our organic top line growth through our value enhancement initiatives.

Now let's turn to our financial results for the quarter and discuss our expectations and priorities for the second half of the fiscal year. Revenue for the second fiscal quarter was $33.3 million, which represented a 10% increase from the second quarter of fiscal 2022.

That included 6% growth organically, which was largely driven by digital revenue growth in both Publishing and Recorded Music. As a reminder, many of our larger international revenue streams pay on a semiannual basis in the quarters ending September and March.

While we approved for revenue based on usage, these 2 quarters are typically larger than the other 2 as those accruals are trued up to the actual reporting. .

As a result, we saw significant sequential top line growth in the period. Looking at operating expenses for the quarter, our overall cost of revenue increased 15% from the second quarter of fiscal 2022. I would note that our depreciation and amortization costs increased year-over-year due to our continued catalog acquisitions.

Company administration expenses increased by 30% from the prior year due to ongoing costs of being a public company, rising labor costs and higher retention bonuses. Even with the elevated costs we're experiencing during the period, we continue to believe that our operating leverage is an underlying strength to our financial performance..

OIBDA and adjusted EBITDA. We believe these give the cleanest view of our progress as a business. .

Both of these metrics removed the impact of the amortization from our operating results. So 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 noncash or nonrecurring expenses such as stock-based comp.

For Q2, Alita decreased 5% to $12 million, while adjusted EBITDA grew 1% to $12.8 million, both compared to the second fiscal quarter of 2022. The decline in OIBDA and slight growth in adjusted EBITDA were primarily driven by higher administrative expenses, including noncash air-based compensation.

Our interest expense was approximately $3.5 million for the quarter compared to $2.7 million in the same period last year. Net income for the second quarter of fiscal 2023 came in at $4.5 million. This resulted in diluted earnings per share for the quarter of $0.07 compared to $0.08 per share for the second quarter of fiscal 2022.

Lastly, our weighted average diluted outstanding share count is 64.8 million. .

Turning to our segment breakdown for the quarter. Let's look at Music Publishing first. Music Publishing generated revenue of $24.1 million in the second quarter, which was a 9% improvement from this time last year and largely driven by our sync and digital revenue streams.

To drill down to a more granular level, digital revenue within the Publishing segment showed a 15% increase year-over-year to $13.2 million. As Golnar mentioned, the continued growth of streaming is a significant driver for our business.

Synchronization revenue in the Publishing segment totaled $4.4 million, representing a 6% increase from the second quarter last year, showing the strong results from our value enhancement team. Our Recorded Music segment delivered another quarter of strong results, generating $8.9 million in revenue, up 11% from the prior year quarter.

All revenue types within our Recorded Music segment delivered double-digit or higher year-over-year growth, except for physical revenues as sales of vinyl and CV have come down based on a light release schedule in the current quarter. .

Digital revenue saw a 35% increase, which was again driven by the continued growth in consumption through music streaming services. Neighboring rights and synchronization revenue posted 60% and 224% increases, respectively.

The overall increase within the Recorded Music segment is also driven by ongoing value enhancement of the assets under the Tommy Boy label, which we acquired in June 2021. Let's move down to the balance sheet. At quarter end, our credit facility was at roughly $282.6 million.

We closed the quarter with total liquidity of $86.2 million, comprised of $18.8 million of cash on hand and $67.4 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 $278 million, which was net of $4.6 million of deferred financing costs, and thus, we maintained $259.2 million of net debt. That compares to net debt of $252 million as of March 31, 2022.

Our leverage ratio as of September 30, 2022, was 5.7% using the trailing 12-month pro forma adjusted EBITDA of $47.3 million, which reflects the measurement for our credit agreement. .

Lastly, I'd like to reiterate that over half of our outstanding debt is hedged at a very attractive interest rate, which has and will, in the future, limit our exposure to rising interest rates in the coming year. Finally, I'd like to make a brief comment about the recent CRB update.

During the quarter, we booked approximately $2 million related to the ruling to affirm the increased rates for the period 2018 to 2022.

This is a very complex calculation, and we will continue to evaluate the impact over the next several quarters until the retroactive reporting is received, and we will continue to provide updates as the situation evolves. Moving to our outlook for fiscal 2023.

Our business is performing well and combined with booking incremental revenue from the recent CRB ruling, we're increasing our revenue guidance range to $118 million to $122 million. and our adjusted EBITDA guidance range to $45 million to $47 million for the full fiscal year.

This represents growth of 11% at the midpoint for both guidance metrics versus fiscal 2022. .

As I mentioned earlier, the quarters ending September and March, meaning our fiscal Q2 and Q4 are our highest revenue quarters. This is due to the timing of large semiannual payments. Historically, our third fiscal quarter has been higher than our first quarter.

So when taken all together, we expect the second half to be more heavily weighted than the first half on both revenue and adjusted EBITDA. As we finished the first half of fiscal 2023, we're excited about the future for Reservoir.

We will continue to evaluate potential acquisitions to expand our portfolio of assets, which is considered in our full year guidance. While we evaluate business development opportunities, we're being diligent about controlling our costs, both on revenue and overall operating expenses.

We will continue to strengthen our balance sheet through the highly predictable and consistent cash flows that provide us with the resources and flexibility to invest in our business and our artists. With that, I'll now pass the call back to Golnar. .

Thank you, Jim. Looking ahead to the second half of the fiscal year, we remain confident in our ability to execute and feel that the company is positioned to meet its objectives.

As Jim mentioned, we are raising our full fiscal year guidance on both revenue and adjusted EBITDA, and we are on pace to hit our capital deployment target for strategic M&A for the year.

Our core business has proven to be durable and is performing in line with our expectations, with the resurgence of live performances and growing demand for digital streaming content, we see tremendous opportunity ahead. .

Reservoir is a unique business that is positioned to be an industry leader through the relationships we have built and the lives we touch through our.

We have a long-term view of the business, rooted and consistent performance and strong relationships, and we will continue to take a thoughtful and disciplined approach to our strategic planning as we expand upon the strong foundation we have built at reservoir.

We are pleased with our performance in the second quarter and first half of fiscal 2023, and we are confident in the durability of our business as we move through the second half of the year. With that, we will now open the line for questions. .

[Operator Instructions] Our first question will come from Richard Baldry of ROTH. .

Can you talk a little bit about the M&A pipeline, sort of what you're seeing in terms of COVID challenges, macro challenges, interest rate changes, sort of are more things coming to the table surfacing? Are people start pushing them off so we could get a better understanding of what you're seeing out there. .

Richard, I think that we just don't have enough information yet to see any significant changes in the pipeline that would be anything more than anecdotal. The volume is still there.

Given the interest in high-quality assets, there are still plenty of buyers, so we haven't seen any kind of significant contraction on multiples that are related to macroeconomic factors that one would expect. I think over time, this will change, but it's just that we don't have enough evidence beyond what is anecdotal. I will say Dealflo is robust.

It is a mixture of publishing assets and reported assets and that mixture is pretty consistent. But I wouldn't be able to point to an influx of sellers nor in any kind of significant change in demand and price contraction. .

Okay. And it looks like a lot of your segments had pretty strong growth. The one exception would be the physical side. Can you maybe remind us why the year ago was so strong because it certainly seems like the year ago was the outlier upside that this quarter's performance is more in line with what we've seen in other quarters. .

Yes. Our physical revenue is -- it is dependent on our release schedule. And last year, with some of the changes to record store Day, for example, which is a big driver of physical sales. Those dates moved around a little bit because of COVID. And we just had a strong release schedule last year relative to a more like release schedule this year.

We are looking forward to record store days in our third quarter this year, and we expect the physical sales to be strong as we move through the rest of the year. .

And lastly, I know it's a very complex process for both CRB 3 and 4. But could you maybe walk us through a few of the milestones that we still have with a principal agreement for CRB 4, for example, I guess, that will speed up a process with less appeals and things.

So when would you sort of expect to see it begin to impact the top line revenues for either 3 and/or 4?.

Yes. Well, I think that with CRB 3, we're already seeing it, although the DSPs are not accounting to us yet under those rates, we have some clarity around the rates, and we are reflecting that to the best of our ability on an estimated basis at this time.

Certainly, as we look forward to CRB 4, which will start in calendar 2023, it's great that we have the agreement between the DSPs and the publishing industry on how that rate structure will move forward over that 5-year period, and we can avoid the drawn-out legal battle that we had in CRB 3.

And I would expect that as we move to calendar 2023, the DSPs will certainly be in a position to account to music publishers based on those proposed rates. .

[Operator Instructions] Our next question will come from Alex Fuhrman of Craig-Hallum. .

I was hoping to ask about streaming services, given that this is such an important chunk of business for you, can you talk about how price increases in streaming services are going to impact your business? I think we all saw the news from Apple Music recently and certainly seems to be the trend that customers are walking themselves up to more premium ad-free type subscriptions.

If that trend were to continue, how do you see that really hitting your results here as those prices go up?.

Alex, how are you? It's a pretty straightforward conclusion here as far as the price increases go in that as that price increase is the total pool increases and our share, therefore, increases. And that's a pretty linear process there.

So we are quite pleased with Apple's move and obviously, it's a speculation and not for me to speculate, but we're optimistic about price increases with other streaming platforms as well. .

And then it certainly seems like your business is performing really well and is well positioned to withstand a recession.

Just based on your experience, Golnar in the industry, can you maybe just kind of help enlighten us if we were to hit a significant recession, where might you feel some of that impact? Is it maybe a slowdown in advertisers' demand for your music for sync purchase purposes? Just wondering what you're looking out for there. .

I think that you hit the nail on the head. That's exactly what we're looking out for as you look at the macro environment and the impact that it has on business in general, that's an area that one would see contraction with advertising budget, diminishing. And so we are really keeping an eye on that. I'm sorry for the background noise.

We're keeping an eye on that, but this is not a territory -- sorry about that. This is not a territory that we have not navigated through before. And obviously, volume of zinc helps offset that a little bit as far as licensing goes and maybe we're doing more micro licensing than large-ticket advertising licensing.

The good thing about the thing side of the business is that as production has come back, there's quite a lot of demand on the film content side of zinc. And so that does help offset that a little bit.

But this is certainly not new territory for us to navigate, and we are quite accustomed to the sink side of the business being cyclical and one that we are prepared to go through. .

[Operator Instructions] I am seeing no further questions in the queue. I would now like to turn the conference back to Golnar Khosrowshahi for final remarks. .

Thank you, operator. Our performance in the second 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. We look forward to updating you on our progress in February. And I'm very sorry about the background noise. Thank you. .

This concludes today's conference call. Thank you all for participating. You may now disconnect, and have a pleasant day..