All right, I think we're going to get started now. There'll probably be a few more people filter in. Roth is really pleased to have Reservoir here. We're, you know, been deeply involved in the company for quite a while now, from the time you came public in a SPAC transaction. We have the company's CFO, Jim Heindlmeyer, here. So thanks for taking the time to meet with our clients.
Absolutely.
So most people know me as the software guy, and this is a little bit of a stretch for me, but it was fun for me because we had a consumer analyst left, and Byron came to me and said, "Look, what you like are recurring revenue companies, high margin, barriers around them, and take a long-term view of what they do." And I said, "Yeah, that's kind of what I do." He said, "I got a great company for you." And then he showed me a music rights and publishing company.
Not a tech company.
And I said, "Well, I'll look," you know, and looked in, and it fit all the metrics I liked. They just don't have software developers. So, let's talk about sort of the economic value proposition that you bring to an investor. I like to think of you as, like, the world's greatest bond because bonds have fixed payments. You grow organically. You've got the ability to wheel and deal and build a business around it. But that perpetual value is really strong. So I'm going to start with that.
Yeah. I, I mean, when you think about music publishing and recorded music assets, these are really, you know, long-lived assets. These are, you know, they, they are not something that you amortize to zero and they're done in 10 or 15 years. I mean, we have copyrights that, you know, from the early 1900s that we're still monetizing. We have copyrights that are 20, 30 years old that are still growing because of some of the, the tailwinds in the, in the industry. You know, as we look at, as, as streaming services with, with growing subscribers, finally getting around to price increases, which, you know, as content owners, we're very happy to see Spotify moving their price from $10-$11, along with Apple and Amazon and the other services.
These are just, you know, some of the things that in our industry, like you said, it takes that recurring cash flow, which we really like. You know, we're good at modeling it. It's, they're highly predictable. And it's not that they stay steady. Typically, they grow. So, it's a good business.
All right. Let's talk about, you know, a few just samples. You have tens of thousands rights. But so what are some of the, the popular things people would recognize? Just to give sort of a backdrop.
Yeah, well, it's interesting. You know, we are about 70% publishing, 30% recorded right now. And a very small part of our business, we also have a management company. So, you know, some of the most recognizable stuff is when I tell people that we manage Phoebe Bridgers. They're like, "Oh, you know, okay, I know that," or Cigarettes After Sex. It's a very small part of our revenue, though. The biggest part of our revenue on the publishing side is probably what you don't know. One of our most successful songwriters, Ali Tamposi, you know, wrote on Señorita and Havana, Youngblood by 5 Seconds of Summer. Huge hits. But you wouldn't know the songwriter, necessarily. On the label side, there's a lot of stuff that you wouldn't know. With Chrysalis, you know, you look at Sinéad O'Connor. Nothing Compares 2 U.
Everyone knows that song. You know, Coolio's Gangsta's Paradise, you know, regularly the top-earning sound recording in our catalog. You know, and again, with the Tommy Boy catalog, with the Naughty By Nature, with De La Soul, with old Queen Latifah stuff, it's just very iconic early 1990s, late 1980s hip hop. It's stuff that everyone knows.
Can you talk about what your company can do to proactively grow the revenue streams as well? It's not a passive business you've built, right?
Yeah, there are financial players out there who might buy passive rights, and they're happy to just collect that cash flow. That's what they're investing in. We like having active rights when we acquire things. We want to go out and license that. We want to maximize the opportunities around synchronization. That's a big area where we're able to drive value. We have, I think, now 11 people in our synchronization department. And that's where we place music in film, trailers, commercials. And it's really one of the few free-market parts of the publishing business. That's where we're able to go out, negotiate what the license fee is, unlike with the streaming services, where those publishing rights are set by statute in the U.S. So synchronization is an area where we're really able to drive value.
And the other thing that we focus on, and every catalog that we acquire, you know, has different opportunities around it. On the recorded side, we were able to restructure distribution deals and really gain a lot of value through better distribution deals. You know, that's not going to be the case on publishing. So every asset is a little bit different. But synchronization is probably the area where we're able to drive the most value most consistently around new catalogs that we acquire.
You're not focused in one specific area, which could cause, you know, trending one way or another. It could be, you know, better or worse. You talk about the breadth and diversification within the portfolio that you have.
Yeah, I mean, our focus is always on the quality of the music. Right now, we don't have you know an overriding focus on, "We need to focus on recorded assets," or, "We need to focus on publishing assets." We're in a pretty good place now. After the acquisition of Chrysalis on the recorded side in 2019, we knew we had capacity in that platform to put more recorded assets through. And that's why the Tommy Boy acquisition a couple of years later made a lot of sense. We're now at a point where, even though we're 70/30 publishing versus recorded, we're evaluating opportunities in terms of what makes the most sense, what's the, you know, where is the best quality assets that we can acquire. So we're not really focused on a particular segment of the business.
We also have a big focus on diversification of the portfolio. So when we look around and we say, "Okay, well, maybe we have a little bit of a hole in rock," right? We might, you know, look at, you know, acquiring some producer rights, acquiring some rights that help to fill that hole, with respect to a genre. But aside from those types of things, we're really just evaluating each opportunity on its own merits and doing the best deals that we can.
So you get to crunch through the number side. Can you talk a little bit about your senior leadership team, their backgrounds, how they're good at what they do and what they bring to the table to make you different?
Yeah, I mean, I think that, you know, at the top of our organization, it starts with our CEO, Golnar Khosrowshahi. And she really got into this business. She had a familiarity through a different family business that was pharma royalties. So a lot of experience with royalty streams. Wasn't so excited about the drugs, you know, she's a classically trained pianist. Started looking at other opportunities that had similar characteristics around royalties. And that's really where she gravitated towards the music business. Started with acquiring those publishing rights. And really, she sets the tone at the top and, you know, is an incredibly impressive person, leader. And I think that our organization reflects that. And we also have Rell Lafargue, who's our president and COO. And he and I go back, I don't know, at this point, 23 years.
We've worked together in a couple of different organizations. And he's as knowledgeable as anyone in the business, well-respected, and is very good at executing on the M&A deals that we do.
You're, you know, let's call it relatively newer to the public market. The company's been around a long time. Talk about how long you've been in business too.
Yeah, so we, we started in 2007. That's when Golnar started the business. Rell's been with her since 2008. So really, the two of them from the beginning focused on acquiring publishing catalogs at the beginning. Then maybe after about three or four years, started on signing active songwriters. It's what we call the futures part of our business, where we're paying advances to active songwriters. They're going out, writing songs. Songs are being recorded by artists that you would know. They get released. We start monetizing those copyrights. And that was really the focus for the first kind of 10, 12 years until we moved to the recorded side as well, the acquisition of Chrysalis in 2019.
But it's really been, you know, navigating the more tumultuous early years of the company when the music industry, you know, was not nearly as strong as it is today. And really riding the wave that we've experienced over the last, you know, five to seven years in the industry, as streaming has grown, it's really become the dominant model. The early years, there was, you know, "Is it going to be downloads? Is it going to be streaming? Which model's going to win?" There was a lot of piracy. All of that's gone. And we're really able to ride the wave of the industry. And then with our team of, you know, just incredible executives, both at the top in our creative department with what they do, our marketing team, it's, it's a very good team, and, and we've been able to execute well.
Yeah, so let's get into some of the tailwinds, because I think people have a thought process that, you know, streaming's out there. Everyone uses it. It's already there. I think there's still a lot more growth for that and internationally, other things. So why don't you talk about the tailwinds you see?
Yeah, I mean, one of the things, you know, when we look at the mature markets, you know, be it the U.S., Western Europe, certainly, the subscriber growth is slower than in the emerging markets. But there's still subscriber growth. The emerging markets is where we're really seeing significant subscriber growth. But we're also now starting to see, I mentioned it earlier, the price increases at Spotify and Apple and Amazon. And we are optimistic that we'll start to see a more regular cadence for price increases, really for as content owners, as, you know, a price increase is 10% from $10 to $11, that's pretty linear with how that flows through to us. Our revenue from those DSPs is going to go up about 10%.
So, as we move to a more regular cadence of those price increases, that's another one of the tailwinds that I think we're looking forward to. So it's not all about subscriber growth. There's a lot of pricing opportunities in the industry that I think all content owners are optimistic about.
Beyond their pricing, there's also the issue of royalty rates themselves. They're not fixed over long periods. They do change. They've been changing in upward direction. Talk about that part of the business.
Yeah, in the U.S., it's interesting. On the publishing side, the rates for publishers are set by something called the Copyright Royalty Board, the CRB. And they set those rates for five-year periods. And what we saw for the period 2018-2022, while it was a contentious rate increase, the CRB took the publishers' pool from 10.5% all the way up to 15.1% over that five-year period. Some of the DSPs didn't like that. They contested it. Ultimately, it was upheld. And we're now reaping the benefits of that. And because of that process where that was pretty contentious for that five-year period, I think both sides really looked at the next five-year period, 2023-2027, and very quickly came together. And we'll continue to see those rates increasing more modestly from that 15.1% up to about 15.35%.
In the history of the CRB and that rate-setting process, we've never seen rates go down. There's a lot of advocacy work that happens in the U.S. around fair compensation for creators, especially on the publishing side, where we are always pushing for a bigger piece of the pie. When you think about that split between record label and publishers, you know, with respect to what the DSPs pay, roughly speaking, on the label side, it's about 55%. You know, those deals are going to vary because they're freely negotiated. On the publishing side, they're set by law at 15%. We think that the publishing rate should still go up further. But that's a fight we'll continue to have.
Can you talk a little bit about the international opportunity, both, you know, the potential for better growth in usage, but also to do more deals overseas for international content?
Yeah, we talk a lot about our operation that's based in Abu Dhabi, called PopArabia. You know, when you look at the fastest-growing music markets, it's Latin America and the Middle East. We really see opportunities there that might be similar to what opportunities were in the U.S. 10 years ago. We're able to acquire catalogs at a much lower multiple, maybe executing on 7x, 8x, 9x. Whereas in the U.S., you know, historically, maybe we've been at 15x. Maybe we've been able to do a little bit better in the last year or two with higher rates, where we're down around 12 or 13.
But still, really good opportunities in those emerging markets to acquire catalogs at lower prices and really be well-positioned to take advantage of the growth that's happening in those markets over the next, you know, 5, 10 years, because that's our, that's our expectation. Now, we talk about these markets, but it's still a very small part of our business. When you look at the opportunities in those markets, you know, we may be putting single-digit millions of dollars to work, which is, you know, not the biggest part of our capital deployment in any given year. But it's still, you know, very good opportunities for us.
Right. So sort of set the stage for the stability of the business. Talk about now how the financial side of the model works, that, you know, the multiple you're saying—what multiples? Multiple to what for everyone? And.
Sure.
Sort of how you can leverage that for equity shareholders through.
Yep.
Through debt?
So typically, in our industry, these assets trade on multiples of what we call NPS, Net Publisher Share, or NLS, Net Label Share. It's just gross margin. So typically, these assets are trading on a multiple of gross margin, really because we or other companies like us are able to pull these assets into our infrastructure. And without adding significant overhead, if any, we're able to put those assets through our pipe and start monetizing them. And that's why, you know, when you look at our, you know, three-five-year forecast, we show expanding EBITDA margins. And we've been able to show that with our historic financials. If you look back over the past few years, you'll see that expanding EBITDA margin.
So it's really a great model in terms of our ability to continue to execute on M&A, put them through our existing infrastructure without adding a lot of overhead, and really reap the benefits of higher EBITDA margins. When you think about, you know, we touched on the recurring nature of these revenues, and the way that the value of these assets hold up because of these, you know, whether it's new platforms, increasing revenue from existing platforms, it's really a very stable model and a very attractive model from a financial standpoint.
And you know, you're a deal-centric company. So talk about sort of the balance between cash flow used to support debt side of the table versus used to be, you know, proactively out doing more deals. And in the long run, how do you see that balance between using equity and debt to grow at what a measured pace or whatever pace you think is apropos?
Sure. So, you know, going back a couple of years, when cost of capital was extremely low, using debt to fund our M&A was a great strategy. And it's something that we did. And, you know, I would say if you look back a couple of years, our normal cadence was probably to deploy about $100 million in M&A in any given year. And the year that we acquired Tommy Boy, which was a $100 million transaction on its own, we probably deployed about $200 million that year. That was an outlier because of that large deal. As we're moving forward now, a higher-rate environment, you know, we're certainly very, very focused on our leverage. We generate a lot of cash. You know, we generate $45-$50 million in free cash flow.
We're able to continue to deploy capital maybe at a slightly lower rate as we move forward because we're focused on our leverage. We want to, you know, maybe feather that down over the next year or two. We don't feel like it's anything that we need to address in any kind of drastic way. We can monitor it. We can always evaluate the best uses of our capital. We're constantly looking at, you know, do we continue with M&A? Do we pay down debt? Do we initiate a buyback? You know, those are all things that we look at and evaluate. On the margins, you know, our focus is to continue to grow the business.
So to the extent that we're looking at those different opportunities and, you know, you could kind of flip a coin, we're going to continue to acquire more assets. That's what we want to do. And obviously, you know, if we continue to execute the way that we have, I think that our share price well, you know, sometimes I can't figure it out. You know, we have a great third quarter. We release earnings, beat guidance in a significant way, raise guidance for the rest of the year. And our share price goes down 12%. If anyone here can figure that out, let me know. But we will continue to execute. We will. I think our share price will reflect that eventually.
And then, you know, at the right time when, when we can tap the equity markets to raise capital and, and really, supercharge our, our M&A, that's, that's what we'll do.
You're not alone in small-cap land, thinking you're not being treated fairly right now. But our view is that small-caps will have a good long run ahead once rates start to slow down.
Yeah, that's what we're looking forward to.
So let me talk a little bit since we're going to run down a little bit on time, but a little bit about the deal pipeline, what you see out there. How do you go after it? Because you've got a recording side of the business. You've got a publishing side. You know, how do you stack rank them? Does it really come down to ROI and, and go after the, the most lucrative deals? Are there other metrics you look at?
Yeah, I mean, we certainly are evaluating each deal that's in front of us on their own merits. We don't have a priority. We touched on this earlier. We don't have a priority of, "We need to do a recorded deal," or, "We're focusing on publishing for this next year." We're going to look at the best deal in front of us. If it fits with our investment criteria, those are the deals that we're going to execute on. We're a little bit agnostic right now to whether it's a publishing deal or a recorded deal. With respect to pipeline, our M&A continues to be incredibly active. We have a lot of opportunities in front of us. And we have the luxury of really evaluating those deals and deciding which ones we want to go after. So, we're in a pretty good place with respect to deal pipeline.
Talk a little bit about the competition for the deal side of the table. I think people see a lot of the big headline deals for, you know, long-established artists. Talk about where you prioritize, where you try to compete. Is it as competitive where you are?
Yep. I mean, look, the you know, there's those headline deals, whether it's Bruce Springsteen selling his catalog for $500 million or, you know, any other big names like that. While we might look at those deals to just make sure that we know what's going on, those are not the deals that we're going to even attempt to execute on. It'll be a concentration issue. Forget about figuring out how we're going to pay for that. Those aren't. That's not the space that we play in. If we're looking at on the acquisition side, who do we compete with in that kind of $1 million-$50 million range? You know, it's going to be other indie publishers. It's going to be some of the funds that are out there that might be interested.
But it's probably not going to be the major publishers. Those deals might be a little bit small for them. So we don't always bump into them in on those deals. But on the future side of the business, when we're looking to sign songwriters, we're competing with everyone. We're competing with majors. We're competing with other indies. And really, there, it's the strength of our reputation, the high-touch, you know, call it boutique, environment that we have at Reservoir that's really attractive to a lot of songwriters who are looking for a team that can help them build their career, that can put them in the room with the right artists, that can give them the most opportunity for success. There's a lot of people in this industry who are going to value indies, as they're looking for a home.
Let me see if there's any questions from the crowd before we completely run out of time.
Yeah, I think that we're typically looking at opportunities locally, you know, whether it's a deal that we did, you know, publishing deal with Nancy Ajram, who's, you know, a superstar based in Lebanon, Mohamed Ramadan, an Egyptian rapper. You know, those are all deals where they are incredibly successful locally. But I think that there's a lot of opportunity for that content to be exported, to be exploited in markets outside of those local markets. And I think that we're seeing more and more of that. So we're looking to be well-positioned to kind of take advantage of those opportunities while also recognizing the value of those local markets.
And as they mature, as more people are paying for subscription services, whether it's with a local service like Anghami or with a service like Apple or Spotify, we want to be ready to take advantage of those opportunities. It depends. In some cases, we are acquiring rights for existing catalog as well as new material. In other instances, it may be us just purchasing an existing catalog. So it depends deal by deal.
I think once it's a minor part of this, I find it interesting. You talk a little bit about the futures part of your business. Does that tie into that answer?
Yeah, I mean, that's certainly an exciting part of our business. That's where, you know, we're going out. We're signing existing songwriters, you know, and they're going off. They're writing new music. They're hopefully those songs are being recorded by A-list artists. They you know top the charts. And you know we reap the benefit of that. Where those deals are structured where we pay advances. We then collect all of the money. And we hold on to all of the money until we recoup those advances, at which point, you know, we start paying the royalties to the writer. So, it's an important part of our business with respect to market share and having chart positions, and it's an area where we've had a lot of success.
When you look at that side of our business, it's historically performed at, I think, about a 22% IRR. So, we've certainly done a good job in that area. It's a little bit more of a risky part of the business. And that's one of the reasons why, if you look at our historic capital deployment, it's probably been 75% on catalog acquisition, 25% on advances for futures. And I don't really see that changing in any kind of significant way. But it's an area of the business that we really focus on.
Maybe the last thing to stay on the financial side, too, is talk about the IRRs, on average, you've been able to achieve over time, and how that contrasts with your cost of capital. I know you've hedged your interest rates and things to be a little more.
Sure. You know, maybe I'll take that in reverse order. You know, on the cost of capital side, you know, we have a $450 million revolver. We probably have about $340 million drawn on that right now. So still have a decent amount of dry powder there. Obviously, we're looking to manage our leverage. So, while we have capacity, it's not something that we're necessarily just going to continue to tap into. On the rate side, we certainly have about half of that, just under half of that, hedged at really attractive interest rates through this September. And then we have future hedges in place that will also protect about, you know, half of our debt, or fix half of our debt as we move forward, at decent interest rates. So, we feel good about that.
On the IRRs that we've been able to achieve, I mentioned on the future side of the business, we're looking at, you know, kind of 22%, historically. On our catalog acquisitions, we're at about 12% IRR. You know, that's an area of the business where we typically underwrite to about 10%. We've been able to do better on a lot of those deals. So that's why you see a little bit of that delta there.