Item 1. Financial Statements
Item 1. Financial Statements.
RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In U.S. dollars, except share data)
(Unaudited)
Three Months Ended September 30,
Six Months Ended September 30,
2025
2024
2025
2024
Revenues
$
45,435,051
$
40,667,393
$
82,599,344
$
74,984,236
Costs and expenses:
Cost of revenue
16,532,205
14,831,371
29,724,920
28,112,487
Amortization and depreciation
7,556,863
6,430,019
14,870,600
12,814,776
Administration expenses
10,659,442
9,283,977
21,870,589
18,973,414
Total costs and expenses
34,748,510
30,545,367
66,466,109
59,900,677
Operating income
10,686,541
10,122,026
16,133,235
15,083,559
Interest expense
( 6,741,657 )
( 4,960,408 )
( 13,037,615 )
( 10,019,806 )
(Loss) gain on foreign exchange
( 387,010 )
( 36,348 )
708,404
( 95,811 )
Loss on fair value of swaps
( 315,998 )
( 5,126,907 )
( 1,313,163 )
( 5,617,202 )
Other income (expense), net
( 90,707 )
1,033
( 254,483 )
( 98,489 )
Income (loss) before income taxes
3,151,169
( 604 )
2,236,378
( 747,749 )
Income tax expense (benefit)
947,313
( 152,593 )
676,247
( 446,561 )
Net income (loss)
2,203,856
151,989
1,560,131
( 301,188 )
Net loss attributable to noncontrolling interests
53,985
33,026
142,051
139,548
Net income (loss) attributable to Reservoir Media, Inc.
$
2,257,841
$
185,015
$
1,702,182
$
( 161,640 )
Earnings (loss) per common share (Note 13):
Basic
$
0.03
$
—
$
0.03
$
—
Diluted
$
0.03
$
—
$
0.03
$
—
Weighted average common shares outstanding (Note 13):
Basic
65,566,514
65,186,357
65,468,739
65,079,114
Diluted
66,273,757
65,837,273
66,166,846
65,079,114
See accompanying notes to the condensed consolidated financial statements.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In U.S. dollars)
(Unaudited)
Three Months Ended September 30,
Six Months Ended September 30,
2025
2024
2025
2024
Net income (loss)
$
2,203,856
$
151,989
$
1,560,131
$
( 301,188 )
Other comprehensive (loss) income:
Translation adjustments
( 1,107,251 )
3,755,405
2,944,917
3,790,257
Total comprehensive income
1,096,605
3,907,394
4,505,048
3,489,069
Comprehensive loss attributable to noncontrolling interests
53,985
33,026
142,051
139,548
Total comprehensive income attributable to Reservoir Media, Inc.
$
1,150,590
$
3,940,420
$
4,647,099
$
3,628,617
See accompanying notes to the condensed consolidated financial statements.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except share data)
(Unaudited)
September 30,
March 31,
2025
2025
Assets
Current assets
Cash and cash equivalents
$
27,939,407
$
21,386,140
Accounts receivable
35,882,779
37,848,611
Current portion of royalty advances
14,869,185
15,182,463
Other current assets
5,093,461
4,867,081
Total current assets
83,784,832
79,284,295
Intangible assets, net
752,471,272
719,673,219
Equity method and other investments
2,581,853
1,100,000
Royalty advances, net of current portion and reserves
55,131,561
55,508,155
Property and equipment, net
459,517
406,784
Operating lease right of use assets, net
6,657,157
5,949,418
Fair value of swap assets
856,181
1,828,303
Other assets
1,593,138
1,376,836
Total assets
$
903,535,511
$
865,127,010
Liabilities
Current liabilities
Accounts payable and accrued liabilities
$
4,085,207
$
5,394,755
Royalties payable
48,554,356
47,210,727
Accrued payroll
1,021,598
2,588,758
Deferred revenue
5,005,731
1,885,462
Other current liabilities
3,280,881
7,954,208
Income taxes payable
1,393
803,342
Total current liabilities
61,949,166
65,837,252
Secured line of credit
421,813,199
388,134,754
Deferred tax liability
39,784,463
38,228,099
Operating lease liabilities, net of current portion
6,648,113
5,723,930
Fair value of swap liability
751,049
410,008
Other liabilities
473,030
593,185
Total liabilities
531,419,020
498,927,228
Contingencies and commitments (Note 15)
Shareholders’ Equity
Preferred stock, $ 0.0001 par value 75,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and March 31, 2025
—
—
Common stock, $ 0.0001 par value; 750,000,000 shares authorized, 65,588,223 shares issued and outstanding at September 30, 2025; 65,239,735 shares issued and outstanding at March 31, 2025
6,560
6,524
Additional paid-in capital
345,557,414
344,145,789
Retained earnings
24,849,752
23,147,570
Accumulated other comprehensive income (loss)
522,810
( 2,422,107 )
Total Reservoir Media, Inc. shareholders’ equity
370,936,536
364,877,776
Noncontrolling interest
1,179,955
1,322,006
Total shareholders’ equity
372,116,491
366,199,782
Total liabilities and shareholders’ equity
$
903,535,511
$
865,127,010
See accompanying notes to the condensed consolidated financial statements.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except share data)
(Unaudited)
For the Three and Six Months Ended September 30, 2025
Common Stock
Accumulated other
Additional paid-in
Retained
comprehensive
Noncontrolling
Shareholders’
Shares
Amount
capital
earnings
income (loss)
interests
equity
Balance, March 31, 2025
65,239,735
$
6,524
$
344,145,789
$
23,147,570
$
( 2,422,107 )
$
1,322,006
$
366,199,782
Share-based compensation
—
—
873,978
—
—
—
873,978
Stock option exercises
2,678
—
13,684
—
—
—
13,684
Vesting of restricted stock units, net of shares withheld for employee taxes
248,770
26
( 1,382,819 )
—
—
—
( 1,382,793 )
Reclassification of liability-classified awards to equity-classified awards
—
—
995,407
—
—
—
995,407
Net loss
—
—
—
( 555,659 )
—
( 88,066 )
( 643,725 )
Other comprehensive income
—
—
—
—
4,052,168
—
4,052,168
Balance, June 30, 2025
65,491,183
$
6,550
$
344,646,039
$
22,591,911
$
1,630,061
$
1,233,940
$
370,108,501
Share-based compensation
—
—
831,385
—
—
—
831,385
Vesting of restricted stock units
97,040
10
( 10 )
—
—
—
—
Reclassification of liability-classified awards to equity-classified awards
—
—
80,000
—
—
—
80,000
Net income (loss)
—
—
—
2,257,841
—
( 53,985 )
2,203,856
Other comprehensive loss
—
—
—
—
( 1,107,251 )
—
( 1,107,251 )
Balance, September 30, 2025
65,588,223
$
6,560
$
345,557,414
$
24,849,752
$
522,810
$
1,179,955
$
372,116,491
For the Three and Six Months Ended September 30, 2024
Common Stock
Accumulated other
Additional paid-in
Retained
comprehensive
Noncontrolling
Shareholders’
Shares
Amount
capital
earnings
loss
interests
equity
Balance, March 31, 2024
64,826,864
$
6,483
$
341,388,351
$
15,397,657
$
( 3,797,733 )
$
1,490,223
$
354,484,981
Share-based compensation
—
—
1,048,520
—
—
—
1,048,520
Stock option exercises
3,550
—
18,140
—
—
—
18,140
Vesting of restricted stock units, net of shares withheld for employee taxes
248,524
25
( 1,432,889 )
—
—
—
( 1,432,864 )
Reclassification of liability-classified awards to equity-classified awards
—
—
722,500
—
—
—
722,500
Net loss
—
—
—
( 346,655 )
—
( 106,522 )
( 453,177 )
Other comprehensive income
—
—
—
—
34,852
—
34,852
Balance, June 30, 2024
65,078,938
$
6,508
$
341,744,622
$
15,051,002
$
( 3,762,881 )
$
1,383,701
$
354,422,952
Share-based compensation
—
—
778,556
—
—
—
778,556
Stock option exercises
15,000
2
76,647
—
—
—
76,649
Vesting of restricted stock units
122,301
12
( 12 )
—
—
—
—
Reclassification of liability-classified awards to equity-classified awards
6,316
1
80,000
—
—
—
80,001
Net income (loss)
—
—
—
185,015
—
( 33,026 )
151,989
Other comprehensive income
—
—
—
—
3,755,405
—
3,755,405
Balance, September 30, 2024
65,222,555
$
6,523
$
342,679,813
$
15,236,017
$
( 7,476 )
$
1,350,675
$
359,265,552
See accompanying notes to the condensed consolidated financial statements.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
(Unaudited)
Six Months Ended September 30,
2025
2024
Cash flows from operating activities:
Net income (loss)
$
1,560,131
$
( 301,188 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of intangible assets
14,764,184
12,698,379
Depreciation of property and equipment
106,416
116,397
Share-based compensation
2,247,437
2,327,385
Amortization of deferred financing costs
818,704
671,573
Loss on fair value of swaps
1,313,163
5,617,202
Loss from equity method investments
254,935
100,000
Deferred income taxes
676,247
( 593,071 )
Changes in operating assets and liabilities:
Accounts receivable
1,965,832
( 3,013,739 )
Other current assets
( 226,380 )
( 387,091 )
Royalty advances
982,272
4,586,077
Other assets and liabilities
348,563
( 83,163 )
Accounts payable, accrued expenses and deferred revenue
212,235
( 4,131,674 )
Royalties payable
1,071,551
4,602,810
Income taxes payable
( 790,450 )
( 338,360 )
Net cash provided by operating activities
25,304,840
21,871,537
Cash flows from investing activities:
Purchases of music catalogs
( 48,122,560 )
( 10,546,455 )
Investments in equity affiliates
( 1,736,788 )
( 100,000 )
Purchases of property and equipment
( 159,149 )
( 55,231 )
Net cash used for investing activities
( 50,018,497 )
( 10,701,686 )
Cash flows from financing activities:
Proceeds from secured line of credit
39,000,000
3,000,000
Repayments of secured line of credit
( 5,000,000 )
( 10,000,000 )
Proceeds from stock option exercises
13,684
94,787
Taxes paid related to net share settlement of restricted stock units
( 1,382,793 )
( 1,432,864 )
Deferred financing costs paid
( 1,140,259 )
—
Net cash provided by (used for) financing activities
31,490,632
( 8,338,077 )
Foreign exchange impact on cash
( 223,708 )
103,946
Increase in cash and cash equivalents
6,553,267
2,935,720
Cash and cash equivalents beginning of period
21,386,140
18,132,015
Cash and cash equivalents end of period
$
27,939,407
$
21,067,735
See accompanying notes to the condensed consolidated financial statements.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS
Reservoir Media, Inc., a Delaware corporation (the “ Company ”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi and Mumbai.
Following a business combination between Roth CH Acquisition II Co. (“ ROCC ”) and Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”), on July 28, 2021 (the “ Business Combination ”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $ 0.0001 par value per share, of the Company (the “ Common Stock ”) and warrants are traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbols “RSVR” and “RSVRW,” respectively.
The Company is a holding company that conducts substantially all of its business operations through Reservoir Media Management, Inc. (“ RMM ”), and RMM’s subsidiaries. The Company’s activities are organized into two reportable segments: Music Publishing and Recorded Music. Operations of the Music Publishing segment involve the acquisition of interests in music catalogs from which royalties are earned as well as signing songwriters to exclusive agreements which give the Company an interest in the future delivery of songs. Operations of the Recorded Music segment involve the acquisition of sound recording catalogs as well as the discovery and development of recording artists and the marketing, distribution, sale and licensing of the music catalog.
NOTE 2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for interim financial information. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. Certain information and note disclosures typically included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ” or “ GAAP ”) have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited financial statements as of and for the fiscal years ended March 31, 2025 and 2024.
The condensed consolidated balance sheet of the Company as of March 31, 2025, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The results for the three and six months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending March 31, 2026 or any other period.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Significant estimates are used for, but not limited to, determining useful lives of intangible assets, intangible asset recoverability and impairment and accrued revenue. Actual results could differ from these estimates.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ ASU 2024-03 ”), which will require disclosure of additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on its disclosures upon adoption.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ ASU 2023-09 ”), which expands income tax disclosures, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 should be applied on a prospective basis, with retrospective application permitted. ASU 2023-09 is effective for annual periods of public business entities for fiscal years beginning after December 15, 2024 and for annual periods of entities other than public entities beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its disclosures upon adoption.
NOTE 4. REVENUE RECOGNITION
For the Company’s operating and reportable segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company. The Company recognized revenue of $ 1,697,811 and $ 4,211,373 from performance obligations satisfied in previous periods for the six months ended September 30, 2025 and 2024, respectively.
Disaggregation of Revenue
The Company’s revenue consisted of the following categories during the three and six months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Six Months Ended September 30,
2025
2024
2025
2024
Revenue by Type
Digital
$
16,075,345
$
15,588,247
$
30,385,509
$
30,222,950
Performance
7,488,162
5,083,736
12,272,801
10,218,162
Synchronization
4,601,493
5,820,495
8,754,904
8,631,512
Mechanical
1,647,356
1,090,033
2,268,978
1,759,006
Other
1,062,582
1,013,389
2,126,212
1,764,563
Total Music Publishing
30,874,938
28,595,900
55,808,404
52,596,193
Digital
8,688,339
7,211,063
16,723,553
13,769,233
Physical
1,345,912
1,503,678
2,417,791
2,856,019
Neighboring rights
1,102,274
1,079,937
2,174,781
2,186,287
Synchronization
1,845,651
897,844
2,110,374
1,511,487
Total Recorded Music
12,982,176
10,692,522
23,426,499
20,323,026
Other revenue
1,577,937
1,378,971
3,364,441
2,065,017
Total revenue
$
45,435,051
$
40,667,393
$
82,599,344
$
74,984,236
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Three Months Ended September 30,
Six Months Ended September 30,
2025
2024
2025
2024
Revenue by Geographical Location
United States Music Publishing
$
15,708,098
$
16,122,945
$
29,827,800
$
29,912,137
United States Recorded Music
7,179,350
6,046,574
12,590,672
11,743,204
United States other revenue
1,577,937
1,378,971
3,364,441
2,065,017
Total United States
24,465,385
23,548,490
45,782,913
43,720,358
International Music Publishing
15,166,840
12,472,955
25,980,604
22,684,056
International Recorded Music
5,802,826
4,645,948
10,835,827
8,579,822
Total International
20,969,666
17,118,903
36,816,431
31,263,878
Total revenue
$
45,435,051
$
40,667,393
$
82,599,344
$
74,984,236
Only the United States represented 10 % or more of the Company’s total revenues in the three and six months ended September 30, 2025 and 2024.
Deferred Revenue
The following table reflects the change in deferred revenue during the six months ended September 30, 2025 and 2024:
Six Months Ended
September 30,
2025
2024
Balance at beginning of period
$
1,885,462
$
1,163,953
Cash received during period
6,647,362
4,338,182
Revenue recognized during period (a)
( 3,527,093 )
( 2,725,812 )
Balance at end of period
$
5,005,731
$
2,776,323
(a) Includes revenues of $ 1,541,050 during the six months ended September 30, 2025 related to the balance of deferred revenue at April 1, 2025. Includes revenues of $ 951,260 during the six months ended September 30, 2024 related to the balance of deferred revenue at April 1, 2024.
NOTE 5. ACQUISITIONS
In the ordinary course of business, the Company regularly acquires publishing and recorded music catalogs, which are typically accounted for as asset acquisitions. During the six months ended September 30, 2025 and 2024, the Company completed such acquisitions totaling $ 43,533,028 and $ 6,288,326 , respectively, inclusive of deferred acquisition payments.
NOTE 6. INTANGIBLE ASSETS
Intangible assets subject to amortization consist of the following as of September 30, 2025 and March 31, 2025:
September 30, 2025
March 31, 2025
Intangible assets subject to amortization:
Publishing and recorded music catalogs
$
923,674,219
$
875,475,723
Artist management contracts
971,030
933,733
Gross intangible assets
924,645,249
876,409,456
Accumulated amortization
( 172,173,977 )
( 156,736,237 )
Intangible assets, net
$
752,471,272
$
719,673,219
Straight-line amortization expense totaled $ 7,502,158 and $ 6,371,516 during the three months ended September 30, 2025 and 2024, respectively. Straight-line amortization expense totaled $ 14,764,184 and $ 12,698,379 during the six months ended September 30, 2025 and 2024, respectively. Publishing and recorded music catalogs acquired during the six months ended September 30, 2025 and 2024 were determined to have a useful life of 30 years .
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 7. ROYALTY ADVANCES
The Company made royalty advances totaling $ 7,816,122 and $ 8,020,707 during the six months ended September 30, 2025 and 2024, respectively, recoupable from the writer’s or artist’s share of future royalties otherwise payable, in varying amounts. Advances expected to be recouped within the next twelve months are classified as current assets, with the remainder classified as noncurrent assets, net of reserves for amounts that may not be recoverable.
The following table reflects the change in royalty advances, net during the six months ended September 30, 2025 and 2024:
Six Months Ended September 30,
2025
2024
Balance at beginning of period
$
70,690,618
$
69,775,565
Additions
7,816,122
8,020,707
Recoupments
( 8,798,394 )
( 12,606,784 )
Foreign currency translation
292,400
388,084
Balance at end of period
$
70,000,746
$
65,577,572
NOTE 8. SECURED LINE OF CREDIT
Long-term debt consists of the following:
September 30, 2025
March 31, 2025
Secured line of credit
$
425,828,410
$
391,828,410
Debt issuance costs, net
( 4,015,211 )
( 3,693,656 )
$
421,813,199
$
388,134,754
Credit Facilities
RMM is party to a credit agreement (as amended or supplemented from time to time, the “ RMM Credit Agreement ”) governing RMM’s senior secured revolving credit facility (the “ Senior Credit Facility ”). On June 3, 2025, RMM entered into an amendment (the “ Third Amendment ”) to the RMM Credit Agreement, which amended the Senior Credit Facility to (i) increase the revolving credit commitment from $ 450,000,000 to $ 550,000,000 , (ii) adjust the consolidated net senior debt to the value of the music library ratio from 30.0 % to 37.5 % for the 0.25 % increase in the pricing grid, (iii) reset the incremental borrowing capacity under the facility’s accordion feature to $ 150,000,000 after the effectiveness of the Third Amendment, (iv) exclude non wholly-owned foreign subsidiaries from the requirement to guarantee obligations under the RMM Credit Agreement and (v) modify certain negative covenants under the RMM Credit Agreement as further set forth in the Third Amendment. In connection with the Third Amendment, the Company incurred banking, legal and consulting fees of $ 1,140,259 that were recorded as deferred financing fees, which will be amortized over the remaining term of the Senior Credit Facility.
The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027. The interest rate on borrowings under the Senior Credit Facility is equal to, at the Company’s option, either (i) the sum of a base rate plus a margin of 1.00 % or (ii) the sum of a Secured Overnight Financing Rate (“ SOFR”) rate plus a margin of 2.00 %, in each case subject to a 0.25 % increase based on a consolidated net senior debt to library value ratio. RMM is also required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25 % per annum. Substantially all tangible and intangible assets of the Company, RHI, RMM and the other subsidiary guarantors are pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
The RMM Credit Agreement contains customary covenants limiting the ability of the Company, RHI, RMM and certain of its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements. In addition, the Company, on a consolidated basis with its subsidiaries, must comply with financial covenants requiring the Company to maintain (i) a fixed charge coverage ratio of not less than 1.10 :1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of 0.45 :1.00, subject to certain adjustments. If RMM does not comply with the covenants in the RMM Credit Agreement, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Senior Credit Facility.
As described above, the Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $ 150,000,000 . As of September 30, 2025, the Senior Credit Facility had a borrowing capacity of $ 550,000,000 , with remaining borrowing availability of $ 124,171,590 .
Interest Rate Swaps
At September 30, 2025, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR:
Notional
Pay
Amount at
Fixed
Effective Date
September 30, 2025
Rate
Maturity
September 30, 2024
$
100,000,000
2.946
%
December 2027
September 30, 2024
$
50,000,000
3.961
%
December 2027
September 4, 2025
$
65,000,000
3.405
%
December 2027
In September 2025, the Company entered into an interest rate swap in the amount of $ 65,000,000 , which is reflected in the table above. This swap has an effective date of September 4, 2025 and a maturity date of December 16, 2027, which corresponds to the maturity date of the Senior Credit Facility. The Company will pay a fixed rate of 3.405 % and receive a floating interest from the counterparty based on SOFR.
On September 30, 2024, three previous interest rate swaps expired with original notional amounts of $ 8,875,000 , $ 88,098,862 and $ 53,030,237 . Through the expiration date of these previous interest rate swaps, RMM paid fixed rates of 1.53 %, 1.422 % and 0.972 %, respectively, to the counterparty and received a floating interest payment from the counterparty based on SOFR.
NOTE 9. INCOME TAXES
Income tax expense (benefit) for the three months ended September 30, 2025 and 2024 was $ 947,313 and $( 152,593 ), respectively. Income tax expense (benefit) for the six months ended September 30, 2025 and 2024 was $ 676,247 and $ ( 446,561 ), respectively. Income tax benefit during the three and six months ended September 30, 2024 reflect excess tax benefits related to share-based compensation. Additionally, during the six months ended September 30, 2024, the Company recorded an incremental tax benefit of approximately $ 103,000 to its deferred tax liabilities related to certain international intangible assets. The income tax expense (benefit) during these periods also reflects the amount and mix of income from multiple tax jurisdictions.
On July 4, 2025, the reconciliation bill, commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law in the U.S, introducing a broad range of tax reform provisions, including changes to interest deductibility, bonus depreciation, and various international provisions with multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The impact of the OBBBA tax legislation did not have a material impact on the condensed consolidated financial statements during the three and six months ended September 30, 2025, and is not expected to have a material impact in future periods.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 10. SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid and income taxes paid for the six months ended September 30, 2025 and 2024 were comprised of the following:
Six Months Ended September 30,
2025
2024
Interest paid
$
12,214,500
$
11,562,660
Income taxes paid
$
1,098,585
$
482,341
Non-cash investing and financing activities for the six months ended September 30, 2025 and 2024 were comprised of the following:
Six Months Ended September 30,
2025
2024
Acquired intangible assets included in other liabilities
$
498,915
$
896,275
Reclassification of liability-classified awards to equity-classified awards
$
1,075,407
$
802,500
Right-of-use assets received in exchange for operating lease obligations
$
1,267,294
$
—
NOTE 11. WARRANTS
As of September 30, 2025, the Company’s outstanding warrants included 5,750,000 publicly-traded warrants (the “ Public Warrants ”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “ Private Warrants ” and together with the Public Warrants, the “ Warrants ”), which were assumed by the Company in connection with the Business Combination and exchanged into warrants for shares of Common Stock. Each whole Warrant entitles the registered holder to purchase one whole share of Common Stock at a price of $ 11.50 per share, provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
The Warrants will expire on July 28, 2026, which is five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days ’ prior written notice of redemption, if and only if the last sale price of Common Stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the registered holders.
NOTE 12. SHARE-BASED COMPENSATION
Share-based compensation expense totaled $ 1,113,885 ($ 867,195 , net of taxes) and $ 1,053,711 ($ 819,235 , net of taxes) during the three months ended September 30, 2025 and 2024, respectively. Share-based compensation expense totaled $ 2,247,437 ($ 1,749,702 , net of taxes) and $ 2,327,385 ($ 1,809,487 , net of taxes) during the six months ended September 30, 2025 and 2024, respectively. Share-based compensation expense is classified as “Administration expenses” in the accompanying condensed consolidated statements of income (loss).
During the six months ended September 30, 2025 and 2024, the Company granted restricted stock units (“ RSUs ”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount. Prior to the issuance of these RSUs, the Company classified these awards as liabilities. Upon issuance of the RSU’s the awards became equity-classified as they no longer met the criteria to be liability-classified and as a result liabilities of $ 1,075,407 and $ 802,500 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the six months ended September 30, 2025 and 2024, respectively.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 13. EARNINGS (LOSS) PER SHARE
The following table summarizes the basic and diluted earnings (loss) per common share calculation for the three and six months ended September 30, 2025 and 2024:
Three Months Ended
Six Months Ended
September 30,
September 30,
2025
2024
2025
2024
Basic earnings (loss) per common share
Net income (loss) attributable to Reservoir Media, Inc.
$
2,257,841
$
185,015
$
1,702,182
$
( 161,640 )
Weighted average common shares outstanding - basic
65,566,514
65,186,357
65,468,739
65,079,114
Earnings (loss) per common share - basic
$
0.03
$
—
$
0.03
$
—
Diluted earnings (loss) per common share
Net income (loss) attributable to Reservoir Media, Inc.
$
2,257,841
$
185,015
$
1,702,182
$
( 161,640 )
Weighted average common shares outstanding - basic
65,566,514
65,186,357
65,468,739
65,079,114
Weighted average effect of potentially dilutive securities:
Effect of dilutive stock options and RSUs
707,243
650,916
698,107
—
Weighted average common shares outstanding - diluted
66,273,757
65,837,273
66,166,846
65,079,114
Earnings (loss) per common share - diluted
$
0.03
$
—
$
0.03
$
—
Because of their anti-dilutive effect, 5,887,500 shares of Common Stock equivalents, comprised of warrants have been excluded from the diluted earnings per share calculation for the three months ended September 30, 2025. Because of their anti-dilutive effect, 5,891,590 shares of Common Stock equivalents, comprised of 4,090 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the six months ended September 30, 2025. Because of their anti-dilutive effect, 5,919,682 shares of Common Stock equivalents, comprised of 32,182 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the three months ended September 30, 2024. Because of their anti-dilutive effect, 7,747,739 shares of Common Stock equivalents, comprised of 1,262,332 stock options, 597,907 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the six months ended September 30, 2024.
NOTE 14. FINANCIAL INSTRUMENTS
The Company is exposed to the following risks related to its financial instruments:
(a) Credit Risk
Credit risk arises from the possibility that the Company’s debtors may be unable to fulfill their financial obligations. Revenues earned from publishing and distribution companies are concentrated in the music and entertainment industry. The Company monitors its exposure to credit risk on a regular basis.
(b)
Interest Rate Risk
The Company is exposed to market risk from changes in interest rates on its Senior Credit Facility. As described in Note 8, “ Secured Line of Credit, ” the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its Credit Facilities.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
The fair value of the outstanding interest rate swaps consisted of an $ 856,181 asset and a $ 751,049 liability as of September 30, 2025 and a $ 1,828,303 asset and a $ 410,008 liability at March 31, 2025. Fair value is determined using Level 2 inputs, which are based on quoted prices and market observable data of similar instruments. The change in the unrealized fair value of the swaps during the three and six months ended September 30, 2025 of $ 315,998 and $ 1,313,163 , respectively, was recorded as a loss on fair value of swaps. The change in the unrealized fair value of the swaps during the three and six months ended September 30, 2024 of $ 5,126,907 and $ 5,617,202 , respectively, was driven primarily by the September 2024 decrease in SOFR, as well as the time value of the swaps that expired on September 30, 2024, and was recorded as a loss on fair value of swaps.
(c)
Foreign Exchange Risk
The Company is exposed to foreign exchange risk in fluctuations of currency rates on its revenue from royalties, writers’ fees and its subsidiaries’ operations.
(d)
Financial Instruments
Financial instruments not described elsewhere include cash, accounts receivable, accounts payable, accrued liabilities and the Company’s secured line of credit. The carrying values of these instruments as of September 30, 2025 do not differ materially from their respective fair values due to the immediate or short-term duration of these items or their bearing market-related rates of interest.
NOTE 15. CONTINGENCIES AND COMMITMENTS
Litigation
The Company is subject to claims and contingencies in the normal course of business. To the extent the Company cannot determine whether a loss is probable based on the uncertain outcome of the claims and contingencies or estimate the amount of any loss that may result, no provision for any contingent liabilities has been made in the condensed consolidated financial statements. The Company believes that losses resulting from these matters, if any, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company. All such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued for within these condensed consolidated financial statements.
NOTE 16. SEGMENT REPORTING
The Company’s business is organized in three operating segments, one of which does not meet the quantitative thresholds for determining reportable segments, and two reportable segments: Music Publishing and Recorded Music. The Company identified its Chief Executive Officer as its Chief Operating Decision Maker (“ CODM ”). The Company’s CODM evaluates financial performance of its segments based on operating income before depreciation and amortization (“ OIBDA ”). The CODM regularly reviews trends in OIBDA and compares OIBDA results to budgets to evaluate the profitability of the segments. During the annual budget process, the CODM also considers OIBDA to assist in the allocation of resources to the segments.
The accounting policies of the Company’s business segments are consistent with the Company’s policies for the condensed consolidated financial statements. The Company does not have sales between segments.
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
The following tables present total revenue and OIBDA by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from information regularly provided to the CODM, and a reconciliation of OIBDA to income before income taxes for the three and six months ended September 30, 2025 and 2024:
Three Months Ended September 30, 2025
Music
Recorded
Publishing
Music
Total
Reportable segment revenue
$
30,874,938
$
12,982,176
$
43,857,114
Other revenue (a)
1,577,937
Consolidated revenue
$
45,435,051
Significant segment expenses:
Cost of revenue
13,046,596
3,485,609
Administration expenses
6,511,710
2,900,600
Reportable segment OIBDA
$
11,316,632
$
6,595,967
17,912,599
Other profit (a)
330,805
Amortization and depreciation
( 7,556,863 )
Interest expense
( 6,741,657 )
Loss on foreign exchange
( 387,010 )
Loss on fair value of swaps
( 315,998 )
Other income (expense), net
( 90,707 )
Income before income taxes
$
3,151,169
Three Months Ended September 30, 2024
Music
Recorded
Publishing
Music
Total
Reportable segment revenue
$
28,595,900
$
10,692,522
$
39,288,422
Other revenue (a)
1,378,971
Consolidated revenue
$
40,667,393
Significant segment expenses:
Cost of revenue
11,782,422
3,048,949
Administration expenses
5,852,950
2,238,938
Reportable segment OIBDA
$
10,960,528
$
5,404,635
16,365,163
Other profit (a)
186,882
Amortization and depreciation
( 6,430,019 )
Interest expense
( 4,960,408 )
Loss on foreign exchange
( 36,348 )
Loss on fair value of swaps
( 5,126,907 )
Other income (expense), net
1,033
Loss before income taxes
$
( 604 )
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RESERVOIR MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Six Months Ended September 30, 2025
Music
Recorded
Publishing
Music
Total
Reportable segment revenue
$
55,808,404
$
23,426,499
$
79,234,903
Other revenue (a)
3,364,441
Consolidated revenue
$
82,599,344
Significant segment expenses:
Cost of revenue
23,483,403
6,241,517
Administration expenses
13,444,530
5,735,035
Reportable segment OIBDA
$
18,880,471
$
11,449,947
30,330,418
Other profit (a)
673,417
Amortization and depreciation
( 14,870,600 )
Interest expense
( 13,037,615 )
Gain on foreign exchange
708,404
Loss on fair value of swaps
( 1,313,163 )
Other income (expense), net
( 254,483 )
Income before income taxes
$
2,236,378
Six Months Ended September 30, 2024
Music
Recorded
Publishing
Music
Total
Reportable segment revenue
$
52,596,193
$
20,323,026
$
72,919,219
Other revenue (a)
2,065,017
Consolidated revenue
$
74,984,236
Significant segment expenses:
Cost of revenue
22,417,803
5,694,684
Administration expenses
12,434,312
4,772,607
Reportable segment OIBDA
$
17,744,078
$
9,855,735
27,599,813
Other profit (a)
298,522
Amortization and depreciation
( 12,814,776 )
Interest expense
( 10,019,806 )
Loss on foreign exchange
( 95,811 )
Loss on fair value of swaps
( 5,617,202 )
Other income (expense), net
( 98,489 )
Loss before income taxes
$
( 747,749 )
(a) Other revenue and other profit relate to the Company’s artist management operating segment, which does not meet the quantitative thresholds for determining reportable segments in any period presented.
The Company’s CODM manages assets on a consolidated basis. Segment assets and amortization and depreciation by reportable segment are not reported to the Company’s CODM nor used to allocate resources or assess performance of the segments. Accordingly, neither total segment assets nor amortization and depreciation by reportable segment have been disclosed.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.