Greetings. Welcome to the Reservoir Q2 FY 2027 earnings call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. Please note, the conference is being recorded. I will now turn the conference over to Jackie Marcus at Alpha IR. Thank you, Jackie. You may begin.
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 2027 ended September 30th, 2026, 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 would 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.
Thank you, Jackie. Good morning, everyone, and thank you for joining us today. Over the last two decades, Reservoir has built a reputation as a trusted partner for our talent, partners, and shareholders alike.
During the second quarter, we continued to deliver against that reputation, advancing our strategy across both publishing and recorded music, adding proven creative talent, expanding existing partnerships, and pursuing opportunities in attractive markets. Our recent investments reflect our ability to identify value across different stages of the music life cycle, from supporting active talent whose efforts will yield new,
Untapped copyrights over the coming years, to stewarding established catalogs with enduring cultural and commercial significance. Today's earnings results continue to reinforce the strength of those fundamental strategic pillars with another successful quarter. In the second fiscal quarter, we extended our run of top-line growth with revenue up 10% year-over-year and organic growth of 4%.
Looking first at our publishing business, we continued to strengthen our roster with established songwriters and producers whose track records position them for continued success.
In September, we announced a futures publishing deal with London-based songwriter and producer Fred Ball. Fred co-wrote and co-produced Rihanna's diamond-certified "Love on the Brain," and his work spans records with Beyoncé, Jay Z, Eminem, Alicia Keys, Mariah Carey, and Olivia Dean, among many others.
He remains a sought-after collaborator among leading artists, and we are excited to be part of the next chapter of his career. We also signed Grammy-nominated songwriter and producer Jake Sinclair to a publishing deal for his future works. Jake has written and produced hits for Fall Out Boy, Weezer, Five Seconds of Summer, and Panic!
At the Disco, including their diamond-certified track "High Hopes." Alongside the publishing deal, we formed a joint venture with Jake to identify and develop emerging songwriters and artists, combining Jake's creative instincts with Reservoir's global platform and publishing expertise.
We believe this approach can generate attractive opportunities to build incremental value for both Reservoir and Jake by further aligning our interests. We also expanded our frontline roster across key genres and markets.
In the U.K., we welcomed Scottish indie rock band The Snuts and Ivor Novello-winning singer-songwriter Orla Gartland. Across country and folk music, we announced deals with songwriter Justin Dukes, singer-songwriters Ava Liv Mabry and Riley Biederer, and singer-songwriter duo The Reklaws.
Together, these signings demonstrate our continued commitment to developing a globally diverse roster of talent. By investing in creators across genres, geography, and career stages, we strengthen the range of opportunities available across our publishing business.
Beyond our active roster, we continue to build on longstanding relationships with established catalogs and their representatives. During the quarter, we announced the acquisition of Billy Strayhorn's publishing catalog, in addition to participating in rights to his name, image, and likeness.
Widely regarded as one of the great composers in jazz history, Strayhorn was Duke Ellington's longtime creative partner and wrote enduring standards, including "Take the A Train" and "Lush Life." Reservoir has published his catalog for more than a decade, working closely with his estate to champion his music, and we are honored to continue to steward his legacy in the years to come. In recorded music,
We expanded our portfolio through a deal with legendary Puerto Rican singer-songwriter José Feliciano to acquire master recording rights to his catalog, as well as shared rights to his name, image, and likeness.
Over a career spanning six decades, José has released more than 60 albums, crossing over into Anglo-American pop and earning multiple Grammy Awards, a star on the Hollywood Walk of Fame, and the National Medal of Arts, among numerous other honors. He is also the writer and original recording artist behind "Feliz Navidad," one of the world's most enduring and widely played holiday songs to this day.
The recording, which returns to the charts each holiday season and recently reached number six on the Hot 100, was inducted into the Grammy Hall of Fame in 2010, and just this year, was selected by the Library of Congress for preservation in the National Recording Registry. This deal builds upon our existing investments in Latin music, which remains one of the fastest-growing areas of global music demand.
José's remarkable catalog combines lasting cultural relevance with continued audience engagement, reflecting our strategy of partnering with influential artists and investing in music with the potential to resonate across generations and markets.
Notably, through the deals with Billy Strayhorn and José Feliciano, Reservoir is taking part in the NIL value chain, a facet of transactions we have leveraged throughout the last 12 months during the Miles Davis centennial. Introducing Miles and his music to new fans through key brand partnerships has been an important way of continuing to bring value to his portfolio, both culturally and financially.
Structuring deals with NIL components is a thoughtful way we continue to seek opportunities to enhance the value of Reservoir's assets and share them to a wider audience. In looking at the broader music landscape, several trends are particularly relevant to our business.
Subscription pricing continues to present opportunities for growth as streaming services implement price increases and consumers consistently demonstrate the value they place on access to music. Additionally, sentiment around catalog transactions remains positive, reinforcing our view that well-managed catalogs are durable, long-life assets.
Third, for many established artists, touring and brand partnerships now drive more of their economics than a traditional record contract. Together, these trends reinforce our conviction in the long-term value of music copyrights and the opportunities available to companies with the expertise to manage, market, and monetize them effectively.
We remain focused on positioning Reservoir to participate in this growth while maintaining the financial discipline that has guided our investment decisions. One other trend worth noting is the potential industry growth from new AI licensing revenue, as noted in Goldman Sachs' annual Music in the Air report.
You may have recently seen Reservoir's litigation against certain AI platforms. Reservoir's business is rooted in our responsibility to protect the rights and creative legacies of our songwriters, artists, estates, and partners. When we believe their work has been exploited without authorization, we will hold AI platforms legally accountable to ensure those rights are upheld.
We will continue to advocate for a framework that supports technological progress while protecting the creative work at the heart of our industry. Jim will take you through the details of our financial performance shortly, but I wanted to emphasize that the consistency of our revenue and cash generation is what allows us to continue investing in our team,
Our infrastructure, our creators, and new strategic opportunities without compromising financial discipline. Before turning to our financial performance, I'd like to briefly address the previously disclosed non-binding and unsolicited acquisition proposals received by the company.
In March 2026, the board formed a special committee of independent and disinterested directors to evaluate the proposals. The special committee engaged Morgan Stanley & Co. LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel.
While the special committee's review continues, our team remains focused on executing our long-term strategy. The process does not change our day-to-day priorities. I will now turn the call over to Jim to discuss our fiscal second quarter financial performance. Jim.
Thank you, Golnar, and good morning, everyone. Our strong second fiscal quarter results reflect our impressive catalog of in-demand assets as we continue acquiring more catalogs, deepen existing relationships, and identify opportunities. Revenue for the second fiscal quarter was $49.9 million, a 4% year-over-year improvement on an organic basis and a 10% increase when including acquisitions.
This was led by the 18% growth in our Recorded Music segment and the 8% increase we had in Music Publishing. Turning to our operating expenses, the total cost of revenue increased 7% compared to the prior year quarter, while our administration expenses and amortization and depreciation costs grew 7% and 12% respectively versus the prior year.
The increase in administration expenses was driven by higher expenses within Music Publishing and Recorded Music segments. Amortization costs grew due to the acquisition of additional music catalogs.
Looking at operating performance for the second quarter, OIBDA was $20.7 million, an increase of 14% year- over- year, and Adjusted EBITDA was also up 14% to $22.1 million compared to our Q2 in fiscal 2026. The increases in OIBDA and Adjusted EBITDA were due to higher revenues, partially offset by increases in cost of revenue and administration expenses, as I just mentioned.
Interest expense was $7 million for the quarter versus $6.7 million in the prior year, driven primarily by increased debt balances used to fund acquisitions of music catalogs and writer signings. Net income for the second quarter was approximately $4.6 million compared to net income of $2.2 million in the second quarter of fiscal 2026.
The increase in net income was primarily driven by the increase in operating income and the higher gain on fair value of swaps and gain on foreign exchange, partially offset by increases in interest expense and income tax expense.
This resulted in $0.07 diluted earnings per share for the quarter, up from a diluted earnings per share of $0.03 in the prior year quarter. Our weighted average diluted outstanding share count during the quarter was approximately 66.8 million. Now let's dive into our segment review for the quarter.
Music Publishing had an 8% increase in revenue versus the prior year quarter at $33.2 million, largely due to a 10% increase in digital revenue, which was driven by the acquisition of additional music catalogs and continued growth at music streaming services. Additionally, synchronization revenue expanded by 13% within Music Publishing, driven by the timing of licenses.
Moving to our Recorded Music segment, we had an 18% increase to $15.4 million in revenue compared to our Q2 last year. This was driven by a 33% increase in digital revenue, which was also supported by the acquisition of additional music catalogs and continued growth at music streaming services.
Robust neighboring rights revenue, driven by the acquisition of additional music catalogs and new affiliations, also supported our strong growth in Recorded Music. Turning to our balance sheet. For the six months ended September 30th, 2026, cash provided by operating activities was $21.6 million,
Which was 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.
We had total available liquidity of $113.9 million, consisting of $24.8 million of cash on hand and $89.2 million available under our revolver. We ended the quarter with total debt of $458.6 million, which was net of $2.2 million of deferred financing costs, and thus we maintained $433.8 million of net debt. That compares to net debt of $429.8 million as of March 31st, 2026.
Given our strong first half performance, we are narrowing and raising our full year guidance ranges. We now expect revenue of $188 million-$192 million, which at the midpoint implies growth of 8% versus fiscal 2026. We are also raising our Adjusted EBITDA guidance range to $77 million-$80 million, which signals growth of 7% over the prior year at the midpoint of that range.
We will continue to review our outlook as the year progresses and look forward to providing an update when appropriate. After the H1 of fiscal 2027, the drivers behind our performance are consistent with our strategy, acquiring catalogs that continue to grow under our stewardship, an active roster contributing to today's hits, and continued cost discipline.
Between our consistent cash flows and our measured approach to capital deployment, we remain confident that we will be able to deliver on our raised fiscal 2027 guidance. With that, I will now pass the call back to Golnar.
Thank you, Jim. We are pleased with the first half of fiscal 2027 and with the opportunities we have identified ahead of us as Reservoir heads into its 20th anniversary in calendar year 2027. This quarter's activity, from futures partnerships with Fred Ball and Jake Sinclair,
To investments in talent like Orla Gartland and Riley Biederer, and to our agreements with José Feliciano and the Billy Strayhorn estate, shows the range of Reservoir investments across genres, eras, geography, and deal structures. Our pipeline remains robust, and we look forward to sharing more proof points of our strategy. With that, we will now open the line for questions.
Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue.
For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question is from Griffin Boss with B. Riley Securities. Please proceed with your question.
Hi. Good morning. Thanks for taking my questions. Just wanted to start off on the Recorded Music side specifically, there was a meaningful step-up in the margin year-over-year. Just curious, Jim, is that more a function of timing, or are you seeing structurally higher margins on new acquisitions and affiliations?
Yeah. Sometimes with our new acquisitions, when we are acquiring rights that have very low, if any, expenses, it is going to improve that margin. I think that is really what we are seeing in the quarter relative to last year, given some of the acquisitions that we have done in the past year.
Understood. Thanks. Then just sticking on profitability, it is good to see the raised and narrowed guide, but that does imply slightly slower growth in EBITDA than what you are expecting on the top line. I just want to dig into kind of how much of that could be maybe conservatism versus expectation for higher administrative or other expenses in the back half of the year.
Yeah, I think that with respect to the administration expenses, it's really like our Q2 run rate is probably a good proxy for the rest of the year. I think that there's an appropriate level of conservatism built into our guidance, and it's probably what's impacting what you're seeing there.
Okay, got it. Then, if I could just sneak one more in here, maybe for Golnar. There are other large public labels, of course, publicly traded labels, one of which supposedly held talks earlier this year, entertaining the idea of going private, just given kind of what seems to be steep discounts in the public market.
I'm curious if you're seeing in your M&A activities any step-down in multiples versus what you've seen historically, given what we're seeing in the public markets for music assets. Thanks.
Hi, Griffin. I guess if we keep saying that, maybe we'll see it. But unfortunately, we haven't really seen any loss or any decrease in these purchase multiples. We continue to execute at attractive multiples, and that information or updated information will be included when we disclose the next investor presentation.
On balance, as far as the deals that we see trading and those that we're participating in, we are not seeing any decrease in expectations, whether as a result of or separate from this disparity in value between the sort of asset value and where these stocks are trading.
Got it. Yeah, sort of as expected. Thank you for that. I appreciate it. I'll pass it off.
Thank you.
Our next question is from Richard Baldry with Roth Capital Partners. Please proceed with your question.
Thanks. You talked about the administrative expenses being a good run rate from here. The level in the quarter was down from both the first quarter and even the fourth quarter of last year. Can you talk a little bit about where you've gained some efficiencies there, why that's sustainable, and does that just naturally step up year-over-year when we move out to fiscal 2028?
Yeah, I think on the overhead side, the administration expenses, our Q1 is sometimes impacted by some of the activity in our Q1, which is to be true-ups of year-end accruals. There's some bonus activity in Q1 that hits that's not recurring throughout the rest of the year.
There's a few things there that are impacting that. I think that as you look at the Q2 run rate, it really should be pretty steady from there for Q3 and Q4. Some minor variances with some of the things that just fluctuate throughout the year, but it's a pretty good run rate.
I think of you as more of a hands-on sort of company dealing with your clients. Beyond that, is there any back office ability to leverage newer AI technologies to automate maybe some of the accounting end of the table that might be more manual today than it could be down the road as an efficiency gain?
Yeah. Our teams are certainly very active with AI tools to find areas where things that have historically been a pretty manual process or time-consuming process, where we can leverage those AI tools to find efficiencies. That's been happening quite a bit over the past kind of six to nine months, as you can imagine.
Turn to the new JV, for example. Can you talk about how a development like that works, how much resources you typically would put in, what payback periods you're thinking about? I assume these are fairly long-tail events.
Hi, Richard. I'm sorry, which JV are you referring to?
You were noting one with a younger artist.
With Jake Sinclair.
Right.
I mean, every deal is different. These JVs are structured such that we are able to capitalize on the talent and the access that that talent brings. We are never fully tied in that we can always make a decision to alter course on that front.
We are not talking about significant dollar amounts, and we are talking about investment that is made on an as-you-go basis. Again, these are mostly futures deals, so the investment number, the absolute value is not a significant number.
Okay. Then last from me, it looks like an unusually good cash generation quarter, and your net debt number came in pretty good. I do not have the Q yet to go through that. Can you talk about if there is any unusual one-time events in there, or it is just traditional seasonality that is driving that, so I can better understand? Thanks.
Yeah, sure. Typically, our Q2 and Q4 are pretty strong cash generative quarters for us, so I think that you're certainly seeing some of that. That's probably the most significant thing. It was a fairly light quarter for us on the M&A front, which happens quarter to quarter. We can't control the timing of deal flow, and that's not something that's linear throughout the year. I think it's just those two things that are coming together.
Maybe one last one. If you look in your M&A pipeline, is the balance of opportunities changing at all, whether it's by geography, Recorded Music, Publishing, or still just opportunistic as the best thing sort of plug into each sector?
I think I would look at it two ways. One is, what's coming in, and what's coming in varies quarter by quarter. Obviously, we can't predict deal flow, but I think it's a pretty well-balanced grouping of Publishing targets and Recorded Music targets, as well as emerging markets assets.
As far as what is making it across the sort of exclusivity line and into our short-term deal flow, I believe that that is also mirroring the general deal flow, which is, again, a good balance across the board. We may end up having some concentration in any given quarter on Publishing acquisitions or masters acquisitions,
That is not really an indication because it's just such a small timeframe to be looking at. We are always looking to do the best deals we possibly can. So, at certain points, that might concentrate on Recorded Music, Publishing, emerging markets, what have you. We're seeing a very good balance of deals in front of us.
Got it. Thanks. Congrats on a good quarter.
Thank you so much.
We have reached the end of the question and answer session. I would like to turn the floor back over to Golnar Khosrowshahi for closing comments.
Thank you, everyone. We appreciate your support and interest in Reservoir. Thank you.
This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.