Reservoir Media, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of Reservoir Media, Inc.’s financial condition and results of operations should be read in conjunction with Reservoir Media, Inc.’s condensed consolidated financial statements, including the accompanying notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “ Quarterly Report ”). Certain statements contained in the discussion and analysis set forth below include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Unless the context otherwise requires, the terms “ we ,” “ us ,” “ our, ” the “ Company ” and “ Reservoir ” refer collectively to Reservoir Media, Inc. and its consolidated subsidiaries. Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), that are not historical facts, and are intended to be covered by the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “predict,” “project,” “target,” “goal,” “intend,” “continue,” “could,” “may,” “might,” “shall,” “should,” “will,” “would,” “plan,” “possible,” “potential,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, any statements that refer to expectations, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current expectations, projections and beliefs based on information currently available. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause its actual business, financial condition, results of operations, performance and/or achievements to be materially different from any future business, financial condition, results of operations, performance and/or achievements expressed or implied by these forward-looking statements. Because some of these risks and uncertainties cannot be predicted or quantified, you should not rely on our forward-looking statements as predictions of future events. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” in the Company’s Annual Report on Form 10-K (the “ Annual Report ”) filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on May 28, 2025 and the Company’s other filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov . Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should read this Quarterly Report with the understanding that actual future events or future performance might be materially different from our expectations. Introduction We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc. (“ RMM ”) and RMM’s subsidiaries. RMM is one of the world’s leading independent music companies. We operate a music publishing business, a recorded music business, a management business and a rights management entity in the Middle East. Business Overview We are an independent music company operating in music publishing and recorded music. Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genre and geography. Consistent with how we classify and operate our business, our company is organized in two reportable segments: Music Publishing and Recorded Music. A brief description of each segment’s operations is presented below. Music Publishing Segment Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions. 16 Table of Contents The operations of our Music Publishing business are conducted principally through RMM, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates and non-affiliated licensees and sub-publishers. We own or control rights to a vast collection of musical compositions, including numerous pop hits, American standards and motion picture and theatrical compositions. Assembled over many years, our catalog represents a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. In addition to the catalog, we represent many active songwriters who are consistently generating new music. Music Publishing revenues are derived from five main sources: ● Digital ––the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services; ● Performance ––the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations ( e.g. , bars and restaurants), live performance at a concert or other venue ( e.g. , arena concerts and nightclubs), and performance of music in staged theatrical productions; ● Synchronization ––the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games; ● Mechanical ––the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine-readable format or configuration such as vinyl, CDs and DVDs; and ● Other ––the rightsholder receives revenues for use in sheet music and other uses. The principal costs associated with our Music Publishing business are as follows: ● Writer Royalties and Other Publishing Costs ––the artist and repertoire (“ A&R ”) costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters, all of which are classified as cost of revenue; and ● Administration Expenses ––the costs associated with general overhead, and other administrative expenses, as well as selling and marketing. Recorded Music Segment Our Recorded Music business consists of three types of sound recording rights ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists that we own and control (“ Current Artist ”). This is a new area of focus for us and does not yet produce significant revenue. The second is the active marketing, promotion, distribution, sale and license of previously recorded and subsequently acquired catalog recordings (the “ Catalog ”). The third is acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated with an established recording artist or producer contract in connection with existing sound recordings. Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels. Our recorded music business is operated by our label teams based in London and New York City, which release music from our labels Chrysalis Records, Tommy Boy Music, New State and Reservoir Recordings. We primarily manage Catalog recorded music, but we have a small roster of Current Artists for whom we release new music. We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and others. Our core Catalog includes recordings under the Chrysalis Records label by artists, such as Sinéad O’Connor, The Specials, Generation X, The Waterboys and De La Soul, recordings under the Tommy Boy label by artists, such as Coolio, House of Pain, Naughty By Nature and Queen Latifah, plus select catalog artists on Fool’s Gold Records, which we also distribute. 17 Table of Contents Our Current Artist and Catalog recorded music distribution is handled by a mix of direct deals such as with Amazon, Apple, TikTok, and YouTube, plus a network of distribution partners including MERLIN, AMPED, and Proper. Chrysalis Records’ current frontline releases are distributed through Secretly Distribution. Through our distribution network, our music is being sold in physical retail outlets, as well as in physical form to online retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services, such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services, such as iHeart Radio and SiriusXM, and download services. We also license music digitally to fitness platforms, such as Apple Fitness+, Equinox, Hydrow and Peloton and social media outlets such as Facebook, Instagram, TikTok and Snap. Recorded Music revenues are derived from four main sources: ● Digital ––the rightsholder receives revenues with respect to streaming and download services; ● Physical ––the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs; ● Neighboring Rights ––the rightsholder receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs; and ● Synchronization ––the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. The principal costs associated with our Recorded Music business are as follows: ● Artist Royalties and Other Recorded Costs ––the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets, all of which are classified as cost of revenue; and ● Administration Expenses ––the costs associated with general overhead and other administrative expenses as well as costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support. Use of Non-GAAP Financial Measures We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“ U.S. GAAP ” or “ GAAP ”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors. 18 Table of Contents Results of Operations Income Statement Our income statement was composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change 2025 2024 $ Change % Change Revenues ​ $ 45,435 ​ $ 40,667 ​ $ 4,768 ​ 12 % $ 82,599 ​ $ 74,984 ​ $ 7,615 ​ 10 % Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ 16,532 ​ 14,831 ​ 1,701 11 % ​ 29,725 ​ ​ 28,112 ​ ​ 1,612 ​ 6 % Amortization and depreciation ​ ​ 7,557 ​ ​ 6,430 ​ ​ 1,127 ​ 18 % ​ 14,871 ​ ​ 12,815 ​ ​ 2,056 ​ 16 % Administration expenses ​ ​ 10,659 ​ ​ 9,284 ​ ​ 1,375 ​ 15 % ​ 21,871 ​ ​ 18,973 ​ ​ 2,897 ​ 15 % Total costs and expenses ​ ​ 34,749 ​ ​ 30,545 ​ ​ 4,203 ​ 14 % ​ 66,466 ​ ​ 59,901 ​ ​ 6,565 ​ 11 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ ​ 10,687 ​ ​ 10,122 ​ ​ 565 ​ 6 % ​ 16,133 ​ ​ 15,084 ​ ​ 1,050 ​ 7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ (6,742) ​ ​ (4,960) ​ ​ (1,781) ​ 36 % ​ (13,038) ​ ​ (10,020) ​ ​ (3,018) ​ 30 % (Loss) gain on foreign exchange ​ ​ (387) ​ ​ (36) ​ ​ (351) ​ NM ​ ​ 708 ​ ​ (96) ​ ​ 804 ​ NM ​ Loss on fair value of swaps ​ ​ (316) ​ ​ (5,127) ​ ​ 4,811 ​ (94) % ​ (1,313) ​ ​ (5,617) ​ ​ 4,304 ​ (77) % Other income (expense), net ​ ​ (91) ​ ​ 1 ​ ​ (92) ​ NM ​ ​ (254) ​ ​ (98) ​ ​ (156) ​ 158 % Income (loss) before income taxes ​ 3,151 ​ (1) ​ 3,152 NM ​ ​ 2,236 ​ ​ (748) ​ 2,984 NM ​ Income tax expense (benefit) ​ ​ 947 ​ ​ (153) ​ ​ 1,100 ​ NM ​ ​ 676 ​ ​ (447) ​ ​ 1,123 ​ NM ​ Net income (loss) ​ 2,204 ​ 152 ​ 2,052 NM ​ ​ 1,560 ​ ​ (301) ​ 1,861 NM ​ Net loss attributable to noncontrolling interests ​ 54 ​ 33 ​ 21 63 % ​ 142 ​ ​ 140 ​ 3 2 % Net income (loss) attributable to Reservoir Media, Inc. ​ $ 2,258 ​ $ 185 ​ $ 2,073 NM ​ $ 1,702 ​ $ (162) ​ $ 1,864 NM ​ ​ NM – Not meaningful 19 Table of Contents Revenues Our revenues were composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change 2025 2024 $ Change % Change ​ Revenue by Type ​ ​ ​ ​ ​ ​ ​ Digital ​ $ 16,075 ​ $ 15,588 ​ $ 487 3 % $ 30,386 ​ $ 30,223 ​ $ 163 ​ 1 % Performance ​ 7,488 ​ 5,084 ​ 2,404 47 % 12,273 ​ 10,218 ​ 2,055 ​ 20 % Synchronization ​ 4,601 ​ 5,820 ​ (1,219) (21) % 8,755 ​ 8,632 ​ 123 ​ 1 % Mechanical ​ 1,647 ​ 1,090 ​ 557 51 % 2,269 ​ 1,759 ​ 510 ​ 29 % Other ​ 1,063 ​ 1,013 ​ 49 5 % 2,126 ​ 1,765 ​ 362 ​ 20 % Total Music Publishing ​ 30,875 ​ 28,596 ​ 2,279 8 % 55,808 ​ 52,596 ​ 3,212 ​ 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Digital ​ 8,688 ​ 7,211 ​ 1,477 20 % 16,724 ​ 13,769 ​ 2,954 ​ 21 % Physical ​ 1,346 ​ 1,504 ​ (158) (10) % 2,418 ​ 2,856 ​ (438) ​ (15) % Neighboring rights ​ 1,102 ​ 1,080 ​ 22 2 % 2,175 ​ 2,186 ​ (12) ​ (1) % Synchronization ​ 1,846 ​ 898 ​ 948 106 % 2,110 ​ 1,511 ​ 599 ​ 40 % Total Recorded Music ​ 12,982 ​ 10,693 ​ 2,290 21 % 23,426 ​ 20,323 ​ 3,103 ​ 15 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other revenue ​ 1,578 ​ 1,379 ​ 199 14 % 3,364 ​ 2,065 ​ 1,299 ​ 63 % Total Revenue ​ $ 45,435 ​ $ 40,667 ​ $ 4,768 12 % $ 82,599 ​ $ 74,984 ​ $ 7,615 ​ 10 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ ​ 2025 2024 $ Change % Change ​ 2025 2024 $ Change % Change ​ Revenue by Geographical Location ​ ​ ​ ​ ​ ​ ​ ​ U.S. Music Publishing ​ $ 15,708 ​ $ 16,123 ​ $ (415) (3) % $ 29,828 ​ $ 29,912 ​ $ (84) ​ 0 % U.S. Recorded Music ​ 7,179 ​ 6,047 ​ 1,133 19 % 12,591 ​ 11,743 ​ 847 ​ 7 % U.S. Other Revenue ​ 1,578 ​ 1,379 ​ 199 14 % 3,364 ​ 2,065 ​ 1,299 ​ 63 % Total U.S. ​ 24,465 ​ 23,548 ​ 917 4 % 45,783 ​ 43,720 ​ 2,063 ​ 5 % International Music Publishing ​ 15,167 ​ 12,473 ​ 2,694 22 % 25,981 ​ 22,684 ​ 3,297 ​ 15 % International Recorded Music ​ 5,803 ​ 4,646 ​ 1,157 25 % 10,836 ​ 8,580 ​ 2,256 ​ 26 % Total International ​ 20,970 ​ 17,119 ​ 3,851 22 % 36,816 ​ 31,264 ​ 5,553 ​ 18 % Total Revenue $ 45,435 ​ $ 40,667 ​ $ 4,768 12 % $ 82,599 ​ $ 74,984 ​ $ 7,615 ​ 10 % ​ Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Total revenues increased by $4,768 thousand, or 12%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven by an 8% increase in Music Publishing revenues and a 21% increase in Recorded Music revenues. Music Publishing revenues represented 68% and 70% of total revenues for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively. Recorded Music revenues represented 29% and 26% of total revenues for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively. U.S. and international revenues represented 54% and 46%, respectively, of total revenues for the three months ended September 30, 2025. U.S. and international revenues represented 58% and 42%, respectively, of total revenues for the three months ended September 30, 2024. Total digital revenues increased by $1,964 thousand, or 9%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. Total digital revenues represented 55% and 56% of total revenues for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively. 20 Table of Contents Music Publishing revenues increased by $2,279 thousand, or 8%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase in Music Publishing revenues was mainly due to a $2,404 thousand increase in performance revenue driven by the performance of hit songs, a $557 thousand increase in mechanical revenue driven primarily by the strength of physical sales of controlled compositions as well as the acquisition of new catalogs, and a $487 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. These increases were partially offset by a $1,219 thousand decrease in synchronization revenue driven by the timing of licenses. On a geographic basis, U.S. Music Publishing revenues represented 51% of total Music Publishing revenues for the three months ended September 30, 2025 compared to 56% for the three months ended September 30, 2024. International Music Publishing revenues represented 49% of total Music Publishing revenues for the three months ended September 30, 2025 compared to 44% for the three months ended September 30, 2024. Recorded Music revenues increased by $2,290 thousand, or 21%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase in Recorded Music revenues was mainly due to a $1,477 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, and a $948 thousand increase in synchronization revenue driven by the timing of licenses. On a geographic basis, U.S. Recorded Music revenues represented 55% of total Recorded Music revenues for the three months ended September 30, 2025 compared to 57% for the three months ended September 30, 2024. International Recorded Music revenues represented 45% of total Recorded Music revenues for the three months ended September 30, 2025 compared to 43% for the three months ended September 30, 2024. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Total revenues increased by $7,615 thousand, or 10%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, driven by a 6% increase in Music Publishing revenues and a 15% increase in Recorded Music revenues. Music Publishing revenues represented 68% and 70% of total revenues for the six months ended September 30, 2025 and the six months ended September 30, 2024, respectively. Recorded Music revenues represented 28% and 27% of total revenues for the six months ended September 30, 2025 and the six months ended September 30, 2024, respectively. U.S. and international revenues represented 55% and 45%, respectively, of total revenues for the six months ended September 30, 2025. U.S. and international revenues represented 58% and 42%, respectively, of total revenues for the six months ended September 30, 2024. Total digital revenues increased by $3,117 thousand, or 7%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. Total digital revenues represented 57% and 59% of total revenues for the six months ended September 30, 2025 and the six months ended September 30, 2024, respectively. Music Publishing revenues increased by $3,212 thousand, or 6%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. This increase in Music Publishing revenues was mainly due to a $2,055 thousand increase in performance revenue driven by the performance of hit songs, a $510 thousand increase in mechanical revenue driven primarily by the strength of physical sales of controlled compositions as well as the acquisition of new catalogs, and a $362 thousand increase in other revenue primarily attributable to acquired stage rights. On a geographic basis, U.S. Music Publishing revenues represented 53% of total Music Publishing revenues for the six months ended September 30, 2025 compared to 57% for the six months ended September 30, 2024. International Music Publishing revenues represented 47% of total Music Publishing revenues for the six months ended September 30, 2025 compared to 43% for the six months ended September 30, 2024. Recorded Music revenues increased by $3,103 thousand, or 15%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. This increase in Recorded Music revenues was mainly due to a $2,954 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services and a $599 thousand increase in synchronization revenue driven by the timing of licenses. These increases were partially offset by a $438 thousand decrease in physical revenue due to the planned timing of releases. 21 Table of Contents On a geographic basis, U.S. Recorded Music revenues represented 54% of total Recorded Music revenues for the six months ended September 30, 2025 compared to 58% for the six months ended September 30, 2024. International Recorded Music revenues represented 45% of total Recorded Music revenues for the six months ended September 30, 2025 compared to 42% for the six months ended September 30, 2024. Cost of Revenue Our cost of revenue was composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change ​ 2025 2024 $ Change % Change ​ Writer royalties and other publishing costs ​ $ 13,047 ​ $ 11,782 ​ $ 1,265 11 % $ 23,483 $ 22,418 ​ $ 1,065 5 % Artist royalties and other recorded music costs ​ 3,486 ​ ​ 3,049 ​ 437 14 % ​ 6,242 ​ ​ 5,695 ​ 547 10 % Total cost of revenue ​ $ 16,532 ​ $ 14,831 ​ $ 1,701 ​ 11 % $ 29,725 ​ $ 28,112 ​ $ 1,612 6 % ​ Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Cost of revenue increased by $1,701 thousand, or 11%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily as a result of an increase in revenues. Cost of revenue as a percentage of revenues was 36% for the three months ended September 30, 2025 and the three months ended September 30, 2024. Writer royalties and other publishing costs for the Music Publishing segment increased by $1,265 thousand, or 11%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Writer royalties and other publishing costs as a percentage of Music Publishing revenues increased to 42% for the three months ended September 30, 2025 from 41% for the three months ended September 30, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues. Artist royalties and other recorded music costs for the Recorded Music segment increased by $437 thousand, or 14%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues decreased to 27% for the three months ended September 30, 2025 from 29% for the three months ended September 30, 2024, driven primarily by the mix of revenue by type, including a lower percentage of physical sales that carry higher costs than other types of revenue, and artists with their specific contractual royalty rates being applied to the revenues. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Cost of revenue increased by $1,612 thousand, or 6%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily as a result of an increase in revenues. Cost of revenue as a percentage of revenues decreased to 36% for the six months ended September 30, 2025 from 37% for the six months ended September 30, 2024, reflecting decreases in cost of revenue as a percentage of revenues for the Music Publishing and Recorded Music segments, as well as an increase in Other revenue related to the Company’s artist management business, which does not have a corresponding cost of revenue. Writer royalties and other publishing costs for the Music Publishing segment increased by $1,065 thousand, or 5%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 42% for the six months ended September 30, 2025 from 43% for the six months ended September 30, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues. 22 Table of Contents Artist royalties and other recorded music costs for the Recorded Music segment increased by $547 thousand, or 10%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues decreased to 27% for the six months ended September 30, 2025 from 28% for the six months ended September 30, 2024, driven primarily by the mix of revenue by type, including a lower percentage of physical sales that carry higher costs than other types of revenue, and artists with their specific contractual royalty rates being applied to the revenues. Amortization and Depreciation ​ Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Amortization and depreciation expense increased by $1,127 thousand, or 18%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the acquisition of additional music catalogs. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Amortization and depreciation expense increased by $2,056 thousand, or 16%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily due to the acquisition of additional music catalogs. Administration Expenses Our administration expenses are composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change 2025 2024 $ Change % Change Music Publishing administration expenses ​ $ 6,512 ​ $ 5,853 ​ $ 659 ​ 11 % $ 13,445 ​ $ 12,434 ​ $ 1,011 ​ 8 % Recorded Music administration expenses ​ ​ 2,901 ​ ​ 2,239 ​ ​ 662 ​ 30 % ​ 5,735 ​ ​ 4,773 ​ ​ 962 ​ 20 % Other administration expenses ​ 1,247 ​ 1,192 ​ 55 ​ 5 % 2,691 ​ 1,766 ​ 925 ​ 52 % Total administration expenses ​ $ 10,659 ​ $ 9,284 ​ $ 1,375 ​ 15 % $ 21,871 ​ $ 18,973 ​ $ 2,898 ​ 15 % ​ Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Total administration expenses increased by $1,375 thousand, or 15%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven primarily by increases in administration expenses in the Music Publishing and Recorded Music segments. Expressed as a percentage of revenues, administration expenses were 23% for the three months ended September 30, 2025 and the three months ended September 30, 2024. Music Publishing administration expenses increased by $659 thousand, or 11%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Expressed as a percentage of revenues, Music Publishing administration expenses increased to 21% for the three months ended September 30, 2025 from 20% for the three months ended September 30, 2024, primarily as a result of increased compensation and other costs due to inflation. Recorded Music administration expenses increased by $662 thousand, or 30%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Expressed as a percentage of revenue, Recorded Music administration expenses increased to 22% for the three months ended September 30, 2025 from 21% for the three months ended September 30, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation. Other administration expenses increased by $55 thousand, or 5%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation. 23 Table of Contents Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Total administration expenses increased by $2,898 thousand, or 15%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, driven by increases in administration expenses in the Music Publishing and Recorded Music segments, as well as an increase in the Other administration expenses. Expressed as a percentage of revenues, administration expenses increased to 26% for the six months ended September 30, 2025 from 25% for the six months ended September 30, 2024. Music Publishing administration expenses increased by $1,011 thousand, or 8%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Expressed as a percentage of revenues, Music Publishing administration expenses were to 24% for the six months ended September 30, 2025 and the six months ended September 30, 2024. Recorded Music administration expenses increased by $962 thousand, or 20%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Expressed as a percentage of revenue, Recorded Music administration expenses increased to 24% for the six months ended September 30, 2025 from 23% for the six months ended September 30, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation. Other administration expenses increased by $925 thousand, or 52%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation. Operating Income Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Operating income increased by $565 thousand, or 6%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses. Operating income margin (operating income expressed as a percentage of revenues) decreased to 24% during the three months ended September 30, 2025 compared to 25% during the three months ended September 30, 2024, primarily as a result of an increase in amortization and depreciation. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Operating income increased by $1,050 thousand, or 7%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses. Operating income margin (operating income expressed as a percentage of revenues) was 20% during the six months ended September 30, 2025 and the six months ended September 30, 2024. Interest Expense Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Interest expense increased by $1,781 thousand, or 36%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, as well as an increase in effective interest rates. The increase in the Company’s effective interest rates primarily reflects an increase on the portions of its borrowings that are hedged, as its swap contracts in effect during the three months ended September 30, 2025 have a higher fixed interest rate than those in effect during the three months ended September 30, 2024. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Interest expense increased by $3,018 thousand, or 30%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, as well as an increase in effective interest rates. The increase in the Company’s effective interest rates primarily reflects an increase on the portions of its borrowings that are hedged, as its swap contracts in effect during the six months ended September 30, 2025 have a higher fixed interest rate than those in effect during the six months ended September 30, 2024. 24 Table of Contents (Loss) Gain on Foreign Exchange Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Loss on foreign exchange was $387 thousand for the three months ended September 30, 2025 compared to $36 thousand for the three months ended September 30, 2024. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Gain on foreign exchange was $708 thousand for the six months ended September 30, 2025 compared to loss on foreign exchange of $96 thousand for the six months ended September 30, 2024. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro. Loss on Fair Value of Swaps Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Loss on fair value of swaps was $316 thousand for the three months ended September 30, 2025 compared to $5,127 thousand for the three months ended September 30, 2024. This change was due to marking to market our interest rate swap hedges and the loss during the three months ended September 30, 2024 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. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Loss on fair value of swaps was $1,313 thousand for the six months ended September 30, 2025 compared to $5,617 thousand for the six months ended September 30, 2024. This change was due to marking to market our interest rate swap hedges and the loss during the six months ended September 30, 2024 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. Other Income (Expense), Net Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Other income (expense), net during the three months ended September 30, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Other income (expense), net during the six months ended September 30, 2025 and the six months ended September 30, 2024 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments. Income Tax Expense (Benefit) Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Income tax expense (benefit) was $947 thousand during the three months ended September 30, 2025 compared to $(153) thousand during the three months ended September 30, 2024. Income tax benefit during the three months ended September 30, 2024 reflects excess tax benefits related to share-based compensation. Additionally, the change in income tax (benefit) expense reflects changes in the mix of income from multiple tax jurisdictions. 25 Table of Contents Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Income tax expense (benefit) was $676 thousand during the six months ended September 30, 2025 compared to $(447) thousand during the six months ended September 30, 2024. Income tax benefit during the six months ended September 30, 2024 reflects excess tax benefits related to share-based compensation and an incremental tax benefit of approximately $103 thousand to the Company’s deferred tax liabilities related to certain international intangible assets. Additionally, the change in income tax (benefit) expense reflects changes in the 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. Net Income (Loss) Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Net income was $2,204 thousand during the three months ended September 30, 2025 compared to $152 thousand during the three months ended September 30, 2024. The increase in net income was driven primarily by the decrease in loss on fair value of swaps and increase in operating income, partially offset by increases in interest expense, income tax expense and loss on foreign exchange. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Net income (loss) was $1,560 thousand during the six months ended September 30, 2025 compared to $(301) thousand during the six months ended September 30, 2024. The change in net income (loss) was driven primarily by the decrease in loss on fair value of swaps, change in (loss) gain on foreign exchange and increase in operating income, partially offset by increases in interest expense and income tax expense. Non-GAAP Reconciliations We use certain financial information, such as OIBDA, OIBDA Margin, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, which means they have not been prepared in accordance with U.S. GAAP. Reservoir’s management uses these non-GAAP financial measures to evaluate our operations, measure the Company’s performance and make strategic decisions. We believe that the use of these non-GAAP financial measures provides useful information to investors and others in understanding our results of operations and trends in the same manner as our management and in evaluating our financial measures as compared to the financial measures of other similar companies, many of which present similar non-GAAP financial measures. However, these non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by our management about which items are excluded or included in determining these non-GAAP financial measures and, therefore, should not be considered as a substitute for net income, operating income or any other operating performance measures calculated in accordance with GAAP. Using such non-GAAP financial measures in isolation to analyze our business would have material limitations because the calculations are based on the subjective determination of our management regarding the nature and classification of events and circumstances. In addition, although other companies in our industry may report measures titled OIBDA, OIBDA margin and Adjusted EBITDA, or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate such non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, such non-GAAP financial measures should be considered alongside other financial performance measures and other financial results presented in accordance with GAAP. Reconciliations of OIBDA to operating income and EBITDA and Adjusted EBITDA to net income are provided below. We consider operating income before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“ OIBDA ”) to be an important indicator of the operational strengths and performance of our businesses and believe this non-GAAP financial measure provides useful information to investors because it removes the significant impact of amortization from our results of operations and represents our measure of segment income. However, a limitation of the use of OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses and other non-operating income. Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income, net income attributable to us and other measures of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies. OIBDA Margin is defined as OIBDA as a percentage of revenue. 26 Table of Contents EBITDA is defined as earnings (net income or loss) before net interest expense, income tax expense (benefit), non-cash depreciation of tangible assets and non-cash amortization of intangible assets and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA further adjusted to exclude items or expenses such as, among others, (1) any non-cash charges (including any impairment charges, loss on early extinguishment of debt and to write-down an equity investment to its fair value), (2) any net gain or loss on foreign exchange, (3) any net gain or loss resulting from interest rate swaps, (4) equity-based compensation expense and (5) certain unusual or non-recurring items. Adjusted EBITDA is a key measure used by our management to understand and evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. However, certain limitations in the use of Adjusted EBITDA include, among others, (1) it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue for our business, (2) it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our indebtedness and (3) it does not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments. In particular, Adjusted EBITDA measure adds back certain non-cash, unusual or non-recurring charges that are deducted in calculating net income; however, these are expenses that may recur, vary greatly and are difficult to predict. In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Reconciliation of Operating Income to OIBDA We use OIBDA as our primary measure of financial performance. The following tables reconcile consolidated operating income to OIBDA and present OIBDA for our reportable segments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change ​ 2025 2024 $ Change % Change Revenues ​ $ 45,435 ​ $ 40,667 ​ $ 4,768 ​ 12 % $ 82,599 ​ $ 74,984 ​ $ 7,615 ​ 10 % Cost of revenue ​ ​ 16,532 ​ ​ 14,831 ​ ​ 1,701 ​ 11 % ​ 29,725 ​ ​ 28,112 ​ ​ 1,612 6 % Administration expenses ​ ​ 10,659 ​ ​ 9,284 ​ ​ 1,375 ​ 15 % ​ 21,871 ​ ​ 18,973 ​ ​ 2,897 ​ 15 % OIBDA ​ 18,243 ​ 16,552 ​ 1,691 10 % 31,004 ​ 27,898 ​ 3,106 11 % Amortization and depreciation ​ ​ 7,557 ​ ​ 6,430 ​ ​ 1,127 18 % ​ 14,871 ​ ​ 12,815 ​ ​ 2,056 16 % Operating income ​ $ 10,687 ​ $ 10,122 ​ $ 565 ​ 6 % $ 16,133 ​ $ 15,084 ​ $ 1,050 ​ 7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 40 % ​ 41 % ​ ​ ​ ​ ​ 38 % ​ 37 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Music Publishing ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ September 30, ​ ​ 2025 vs. 2024 ​ ​ September 30, ​ ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change ​ 2025 2024 $ Change % Change Revenues ​ $ 30,875 ​ $ 28,596 ​ $ 2,279 ​ 8 % $ 55,808 ​ $ 52,596 ​ $ 3,212 ​ 6 % Cost of revenue ​ ​ 13,047 ​ ​ 11,782 ​ ​ 1,265 ​ 11 % ​ 23,483 ​ ​ 22,418 ​ ​ 1,065 ​ 5 % Administration expenses ​ 6,512 ​ 5,853 ​ 659 ​ 11 % 13,445 ​ 12,434 ​ 1,011 ​ 8 % OIBDA ​ $ 11,317 ​ $ 10,961 ​ $ 356 ​ 3 % $ 18,880 ​ $ 17,744 ​ $ 1,136 ​ 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 37 % ​ 38 % ​ ​ ​ ​ ​ ​ 34 % ​ 34 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded Music ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change ​ 2025 2024 $ Change % Change ​ Revenues ​ $ 12,982 ​ $ 10,693 ​ $ 2,290 21 % $ 23,426 ​ $ 20,323 ​ $ 3,103 15 % Cost of revenue ​ ​ 3,486 ​ ​ 3,049 ​ ​ 437 ​ 14 % ​ 6,242 ​ ​ 5,695 ​ ​ 547 ​ 10 % Administration expenses ​ ​ 2,901 ​ ​ 2,239 ​ ​ 662 ​ 30 % ​ 5,735 ​ ​ 4,773 ​ ​ 962 ​ 20 % OIBDA ​ $ 6,596 ​ $ 5,405 ​ $ 1,191 22 % $ 11,450 ​ $ 9,856 ​ $ 1,595 16 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 51 % ​ 51 % ​ ​ ​ ​ ​ ​ 49 % ​ 48 % ​ ​ ​ ​ ​ ​ 27 Table of Contents OIBDA Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 OIBDA increased by $1,691 thousand, or 10%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven primarily by a $1,191 thousand increase in Recorded Music OIBDA and a $356 thousand increase in Music Publishing OIBDA. Expressed as a percentage of revenue, OIBDA Margin decreased to 40% for the three months ended September 30, 2025 from 41% for the three months ended September 30, 2024. Music Publishing OIBDA increased by $356 thousand, or 3%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Expressed as a percentage of revenue, Music Publishing OIBDA Margin decreased to 37% for the three months ended September 30, 2025 from 38% for the three months ended September 30, 2024. The increase in Music Publishing OIBDA primarily reflects an increase in revenues. The decrease in OIBDA Margin primarily reflects increases in cost of revenue and administration expenses as percentages of revenues. Recorded Music OIBDA increased by $1,191 thousand, or 22% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Expressed as a percentage of revenue, Recorded Music OIBDA Margin was 51% for the three months ended September 30, 2025 and the three months ended September 30, 2024. The increases in Recorded Music OIBDA primarily reflects an increase in revenues. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 OIBDA increased by $3,106 thousand, or 11%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, driven primarily by a $1,595 thousand increase in Recorded Music OIBDA and a $1,136 thousand increase in Music Publishing OIBDA. Expressed as a percentage of revenue, OIBDA Margin increased to 38% for the six months ended September 30, 2025 from 37% for the six months ended September 30, 2024. Music Publishing OIBDA increased by $1,136 thousand, or 6%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Expressed as a percentage of revenue, Music Publishing OIBDA Margin was 34% for the six months ended September 30, 2025 and the six months ended September 30, 2024. The increase in Music Publishing OIBDA primarily reflects an increase in revenues. Recorded Music OIBDA increased by $1,595 thousand, or 16% during the six months ended September 30, 2025 compared to the six months ended September 30, 2024. Expressed as a percentage of revenue, Recorded Music OIBDA Margin increased to 49% for the six months ended September 30, 2025 from 48% for the six months ended September 30, 2024. The increases in Recorded Music OIBDA and OIBDA Margin primarily reflect an increase in revenues and a decrease in cost of revenue as a percentage of revenues. 28 Table of Contents Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA The following table reconciles net loss to Adjusted EBITDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2025 vs. 2024 ​ September 30, ​ 2025 vs. 2024 ​ 2025 2024 $ Change % Change 2025 2024 $ Change % Change Net income (loss) $ 2,204 $ 152 $ 2,052 NM ​ $ 1,560 $ (301) $ 1,861 NM ​ Income tax expense (benefit) ​ ​ 947 ​ ​ (153) ​ ​ 1,100 NM ​ ​ 676 ​ ​ (447) ​ ​ 1,123 ​ NM ​ Interest expense ​ 6,742 ​ 4,960 ​ 1,782 ​ 36 % 13,038 ​ 10,020 ​ 3,018 ​ 30 % Amortization and depreciation ​ 7,557 ​ 6,430 ​ 1,127 ​ 18 % 14,871 ​ 12,815 ​ 2,056 ​ 16 % EBITDA ​ 17,450 ​ 11,390 ​ 6,061 53 % 30,145 ​ 22,087 ​ 8,058 ​ 36 % Loss (gain) on foreign exchange (a) ​ ​ 387 ​ ​ 36 ​ ​ 351 NM ​ ​ (708) ​ ​ 96 ​ ​ (804) ​ NM ​ Loss on fair value of swaps (b) ​ 316 ​ 5,127 ​ (4,811) ​ (94) % 1,313 ​ 5,617 ​ (4,304) ​ (77) % Non-cash share-based compensation (c) ​ ​ 1,113 ​ ​ 1,053 ​ ​ 60 ​ 6 % ​ 2,247 ​ ​ 2,327 ​ ​ (80) ​ (3) % Other (income) expense, net (d) ​ ​ 91 ​ ​ (1) ​ ​ 92 ​ NM ​ ​ 254 ​ ​ 98 ​ ​ 156 ​ 159 % Adjusted EBITDA ​ $ 19,357 ​ $ 17,605 ​ $ 1,753 10 % $ 33,251 ​ $ 30,226 ​ $ 3,026 ​ 10 % ​ NM - Not meaningful (a) Reflects the (gain) or loss on foreign exchange fluctuations. (b) Reflects the non-cash loss on the mark-to-market of interest rate swaps. (c) Reflects non-cash share-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus Incentive Plan. (d) Reflects the Company’s share of losses recorded by equity method investments. Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024 Adjusted EBITDA increased by $1,753 thousand, or 10%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses. Six Months Ended September 30, 2025 vs. Six Months Ended September 30, 2024 Adjusted EBITDA increased by $3,026 thousand, or 10%, during the six months ended September 30, 2025 compared to the six months ended September 30, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses. Liquidity and Capital Resources Capital Resources As of September 30, 2025, we had $421,813 thousand of debt (net of $4,015 thousand of deferred financing costs) and $27,939 thousand of cash and cash equivalents. 29 Table of Contents Cash Flows The following table summarizes our historical cash flows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ ​ ​ ​ September 30, ​ 2025 vs.2024 ​ 2025 2024 $ Change % Change ​ Cash provided by (used for): ​ ​ ​ ​ ​ ​ ​ Operating activities ​ $ 25,305 ​ $ 21,872 $ 3,433 16 % Investing activities ​ $ (50,018) ​ $ (10,702) $ (39,316) NM ​ Financing activities ​ $ 31,491 ​ $ (8,338) $ 39,829 NM ​ ​ NM - Not meaningful Operating Activities Cash provided by operating activities was $25,305 thousand for the six months ended September 30, 2025 compared to $21,872 thousand for the six months ended September 30, 2024. The primary drivers of the $3,433 thousand increase in cash provided by operating activities during the six months ended September 30, 2025 compared to the six months ended September 30, 2024 were an increase in cash provided by working capital and an increase in earnings. The increase in cash provided by working capital was due primarily to the timing of collections of accounts receivable and payments of accounts payable, partially offset by the timing of royalty payments to artists and royalty advance recoupments. Investing Activities Cash used for investing activities was $50,018 thousand for the six months ended September 30, 2025 compared to $10,702 thousand for the six months ended September 30, 2024. The increase in cash used in investing activities was primarily due to an increase in acquisitions of music catalogs. Financing Activities Cash provided by (used for) financing activities was $31,491 thousand for the six months ended September 30, 2025 compared to $(8,338) thousand for the six months ended September 30, 2024. The change in cash provided by (used for) financing activities primarily reflects an increase in borrowings and a decrease in repayments of the secured line of credit. Liquidity Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and cash equivalents and funds available for drawing under our senior secured revolving credit facility (the “ Senior Credit Facility ”) (as described below). These sources of liquidity are needed to fund our debt service requirements, working capital requirements, strategic acquisitions and investments, capital expenditures and other investing and financing activities we may elect to make in the future. We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months. Existing Debt as of September 30, 2025 As of September 30, 2025, our outstanding debt consisted of $425,828 thousand borrowed under the Senior Credit Facility. As of September 30, 2025, remaining borrowing availability under the Senior Credit Facility was $124,172 thousand. We use cash generated from operations to service outstanding debt, consisting primarily of interest payments through maturity, and we expect to continue to refinance and extend maturity on the Senior Credit Facility for the foreseeable future. 30 Table of Contents Debt Capital Structure RMM is a borrower under a revolving credit agreement (as amended or supplemented from time to time, the “ RMM Credit Agreement ”) governing RMM’s 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 thousand to $550,000 thousand, (ii) adjust the consolidated net senior debt to the value of the music library ratio for the 0.25% increase in the pricing grid from 30.0% to 37.5%, (iii) reset the incremental borrowing capacity under the facility’s accordion feature to $150,000 thousand 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. 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 our 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. The Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $150,000 thousand. Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions. Certain terms of the Senior Credit Facility are described below. Guarantees and Security The obligations under the Senior Credit Facility are guaranteed by us, RHI and certain subsidiaries of RMM. Substantially all of our, RHI’s, RMM’s and other subsidiary guarantors’ tangible and intangible assets are pledged as collateral to secure the obligations of RMM under the Senior Credit Facility, including accounts receivable, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to us or our subsidiaries. Covenants, Representations and Warranties The Senior Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants contained in the Senior Credit Facility limit the ability our, RHI’s, RMM’s and certain of its subsidiaries ability 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. Events of Default The Senior Credit Facility includes customary events of default, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain Employee Retirement Income Security Act (“ ERISA ”) events and certain material judgments, in each case, subject to customary thresholds, notice and grace period provisions. Covenant Compliance The Senior Credit Facility contains financial covenants that requires us, on a consolidated basis with our subsidiaries, 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 no greater than 0.45:1.00, subject to certain adjustments. Non-compliance with the fixed charge coverage ratio and consolidated senior debt to library value ratio could result in the lenders, subject to customary cure rights, requiring the immediate payment of all amounts outstanding under the Senior Credit Facility, which could have a material adverse effect on our business, cash flows, financial condition and results of operations. As of September 30, 2025, we were in compliance with both of the financial covenants and all non - financial covenants under the Senior Credit Facility. 31 Table of Contents 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 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ ​ ​ Amount at ​ Pay Fixed ​ ​ Effective Date September 30, 2025 Rate Maturity September 30, 2024 ​ $ 100,000 ​ 2.946 % December 2027 September 30, 2024 ​ $ 50,000 ​ 3.961 % December 2027 September 4, 2025 ​ $ 65,000 ​ 3.405 % December 2027 ​ In September 2025, the Company entered into an interest rate swap in the amount of $65,000 thousand, 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. Dividends Our ability to pay dividends to Reservoir Media, Inc.’s shareholders is restricted by covenants in the Senior Credit Facility. We did not pay any dividends to Reservoir Media, Inc.’s shareholders during the six months ended September 30, 2025. Summary Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, as well as other industry-specific factors such as the ability to control music piracy and the continued transition from physical to digital formats in the recorded music and music publishing industries. It could also be affected by the severity and duration of natural or human-made disasters, including pandemics. We and our affiliates continue to evaluate opportunities to, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to pay dividends or prepay outstanding debt or repurchase or retire our outstanding debt. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings or equity raises. In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, we may seek to refinance the Senior Credit Facility with existing cash and/or with funds provided from additional borrowings. Contractual and Other Obligations As of September 30, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since March 31, 2025. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual and Other Obligations ” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2025 for information regarding our contractual obligations. Critical Accounting Policies As of September 30, 2025, there have been no material changes to our critical accounting policies since March 31, 2025. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates ” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2025 for information regarding our critical accounting policies. We believe that our accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and the accompanying notes thereto. We believe we have used reasonable estimates and assumptions in preparing the condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. 32 Table of Contents Off-Balance Sheet Arrangements As of September 30, 2025, we had no off-balance sheet arrangements. New Accounting Pronouncements See Note 3, “ Recent Accounting Pronouncements” to the accompanying unaudited condensed consolidated financial statements. ​ Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3, “ Quantitative and Qualitative Disclosures About Market Risk .” ​