Seeking Alpha • Sep 04
Reservoir Media: Not Hearing The Music
Summary
Shares of tightly held and independent music concern Reservoir Media, Inc. are down over 30% since going public in July 2021.
Most of the move came during five trading sessions in May 2022, when the S&P fell 9%, belying its recession-proof business model.
With steady cash flows but significant debt, the recent insider buying merited a deeper dive.
A full investment analysis follows below.
Without music, life would be a mistake. ― Friedrich Nietzsche
Today's spotlight in on a company in a niche of the market we have never explored before. The company came public during the SPAC wave of 2021 and its shares are now well established in 'Busted IPO' territory. The company has steady cash flows as well as a levered balance and the shares have picked up some insider buying as of late. A full analysis below.
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Company Overview:
Reservoir Media, Inc. (RSVR) is a New York City based independent music company comprised primarily of a publishing division and a record label business. The company represents over 140,000 copyrights to musical compositions, 36,000 sound recording copyrights, and hundreds of #1 releases over a diversified roster of artists, genres, and musical eras. It is also the first female founded and run publicly traded music company in the U.S. Reservoir was formed in 2007 and went public when it reverse merged into special purpose acquisition company (SPAC) Roth CH Acquisition II Co. in July 2021, with its first trade transacted at $9.49 a share. Its stock trades just over $6.50 a share currently, translating to a market cap of approximately $425 million.
February Company Presentation
The company operates on a fiscal year (FY) ending March 31st. The year ended March 31, 2022 will be referred to as FY22.
February Company Presentation
Operating Segments
Reservoir conducts its business through two operating segments: Music Publishing and Recorded Music.
February Company Presentation
Music Publishing invests in songwriters and owns the notes and lyrics of their compositions. Reservoir's catalog of past songs includes works by Joni Mitchell, Ray Charles, Evanescence, Hoagy Carmichael, and John Denver (amongst many others), with "It's Your Thing" by The Isley Brothers its number one royalty generator. The company's active roster of songwriters have created award-winning hits performed by Justin Bieber, Ariana Grande, Bruno Mars, BTS, and Drake (amongst others). The company receives royalties off its catalog from several sources, including creators of movies, tv programming, video games, advertising etc. who use its songs in their media (known as synchronization revenue); subscription streaming services (digital), play on radio stations or by DJs (known as performance revenue), and through the sales of CDs, albums, etc. (mechanical). The royalties are split between the songwriter and Reservoir, whose cut is known as the net publisher share (NPS). This segment generated FY22 revenue of $77.1 million, or 71% of Reservoir's total. Approximately 53% or this segment's top line was generated from digital (24% from performance and 15% from synchronization) with a 51/49 split between domestic and foreign copyrights.
Recorded Music invests in artists and controls more than 36,000 sound recording copyrights (known as master recordings). [For the avoidance of doubt, in the music industry, money is received separately for musical compositions (from writers) and master recordings (from recording artists).] Reservoir's record company works with artists such as The Delfonics, Sinead O'Connor, Coolio, and Queen Latifah to create, market and promote their recordings. The revenue streams are essentially the same (digital; performance is dubbed neighboring rights, synchronization, and mechanical a.k.a. physical) with royalties split with the artists. The only difference is that the Recorded Music segment is responsible for the production, packaging, and distribution of its output, with digital (67%) and physical (30%) comprising the preponderance of its top line. The royalty share minus these costs is known as the net label share [NLS]. This segment generated FY22 revenue of $29.5 million, or 27% of total. Not too dissimilar to Music Publishing, its domestic/foreign split was 54/46.
Approach
To add to its collection of copyrighted compositions and master recordings, Reservoir has grown through acquisition, deploying over $650 million of capital since inception. To illustrate its acceleration in this area since becoming a public entity, in FY22, the company closed on 110 deals, spending over $224 million, or ~50% of what it spent in its prior thirteen years combined. Management attempts to improve on the acquired royalty stream through value enhancements, which include its global synchronization efforts and advocacy work - suing for 'fair compensation'. Over the past decade, Reservoir executed acquisitions at a weighted average price of 13.5x NPS or NLS, but through its value enhancements it was able to reduce the actual multiple by 2.4x through 2020. Furthermore, as it grows through acquisition, its operating expenses as a percentage of revenue decline.
Music Industry
Music was unquestionably an industry profoundly impacted by the interconnectivity and ongoing digitization of the world - the biggest impact as it relates to Reservoir is music streaming. The music publishing industry generated global revenue of $6.9 billion in 2021, up 17.6% from a Covid-compromised 2020, which also represented a 9% CAGR since 2016. However, it paled in comparison to the recorded music industry, which accounted for 2021 worldwide revenue of $25.9 billion, up 18.5% from the previous year, also representing a 9% CAGR since 2016. In this segment of the music industry, streaming comprised $16.9 billion, or 65% of total and up 32% from 2020. Remarkably, over 96% of the U.S. population aged 13 to 55 uses a streaming service to listen to music in a typical week, and globally, 523 million people subscribe to a music streaming service.
As an interesting aside, the emergence of the pandemic produced a 16% year-over-year increase in the sale of physical albums, the first time that format has grown in 20 years. Brick-and-mortar music stores reopening full-time and the return of touring - permitting artists to adequately promote their new albums - have contributed to this aberration.
Reservoir operates in an oligopoly in both recorded music and music publishing, with the former 72% dominated by Universal Music Group (OTCPK:UMGNF), Sony Group's (SONY) Sony Music Entertainment, and Warner Music Group (WMG); and the latter 60% controlled by Sony Music Publishing, Universal Music Publishing, and Warner Chappell Music. The balance of the market for both these segments is highly fragmented.
Recent Quarters:
On June 21, 2022, Reservoir reported its final fiscal quarter of 2022, posting a gain of $8.9 million ($0.14 per share (GAAP)) and Adj. EBITDA of $15.4 million on revenue of $35.1 million as compared to net income of $5.0 million and Adj. EBITDA of $10.5 million on revenue of $24.1 million in 4QFY21, representing 77%, 47%, and 46% improvements, respectively. Impressively, 20% of the revenue growth was organic.
For FY22, the company generated net income of $13.1 million and Adj. EBITDA of $41.3 on revenue of $107.8 million versus net income of $9.3 million and Adj. EBITDA of $31.9 million on revenue of $80.2 million, representing increases of 41%, 29%, and 34%, respectively.
Strength was across the board with the trends in digital (up 153% in Recorded Music in FY22) and the company's focus on synchronization (up 62% in FY22) stalwart contributors.
Then six weeks later, the company posted second quarter numbers. On a GAAP basis, Reservoir broke even, which was a nickel a share above expectations. Revenues were over 45% on a year-over-basis to $24.3 million, beating the consensus by over $6 million. It was a strong quarter across the board as can be seen in the charts below, with recorded revenue growth of 80% as one notable data point.
First Quarter Fiscal 2023 Financial Results:
Summary Financials Q1 FY23 Q1 FY22 Change
Total Revenue $24.3 $16.6 46%
Music Publishing Revenue $16.4 $12.2 35%
Recorded Music Revenue $7.6 $4.2 80%
Operating Income $1.3 $0.2 NM
OIBDA $6.7 $4.3 56%
Net Income (Loss) $0.0 $(1.5) NM
Adjusted EBITDA $7.4 $4.3 73%
(Table Notes: $ in millions; Quarters ended June 30th; Unaudited; NM = Not meaningful)
First Quarter Fiscal 2023 Segment Review