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Reservoir Media(RSVR) - 2022 Q2 - Quarterly Report
2021-11-09 21:06
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39795 RESERVOIR MEDIA, INC. (Exact name of registrant as specified in its charter) (State or other jurisdict ...
Reservoir Media(RSVR) - 2022 Q1 - Quarterly Report
2021-08-06 20:31
Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Reservoir Media, Inc. as a blank check company prior to its business combination [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes detail the company's SPAC formation, business combination, and accounting for stock and warrant liabilities - The company was a blank check company formed to effect a business combination, consummating a merger with Reservoir Holdings, Inc. and renaming to Reservoir Media, Inc. on **July 28, 2021**, after the reporting period[18](index=18&type=chunk)[19](index=19&type=chunk) - In connection with the business combination, a PIPE investment of **$150.0 million** was completed, and holders of approximately **10.3 million** public shares exercised their redemption rights for an aggregate of **$103.0 million**[20](index=20&type=chunk)[21](index=21&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[32](index=32&type=chunk)[34](index=34&type=chunk) - Warrants are accounted for as liabilities and measured at fair value at each reporting period using a **Level 3 binomial lattice model**, with changes in fair value recognized in the statement of operations[41](index=41&type=chunk)[85](index=85&type=chunk) Change in Fair Value of Warrant Liabilities | | Amount | | :--- | :--- | | Fair value as of December 31, 2020 | $129,250 | | Change in valuation inputs or other assumptions | $233,750 | | **Fair value as of June 30, 2021** | **$363,000** | Condensed Balance Sheet Data (Unaudited) | | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $124,393 | $696,567 | | Cash and marketable securities held in Trust Account | $115,015,688 | $115,006,613 | | **Total Assets** | **$115,450,042** | **$116,099,067** | | **Liabilities & Equity** | | | | Total Liabilities | $660,117 | $212,904 | | Common stock subject to possible redemption | $115,000,000 | $110,886,160 | | Total Stockholders' Equity (Deficit) | ($210,075) | $5,000,003 | Condensed Statement of Operations (Unaudited) | | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Operating and formation costs | $667,324 | $871,563 | | Loss from operations | ($667,324) | ($871,563) | | Change in fair value of warrant liabilities | ($184,250) | ($233,750) | | **Net loss** | **($848,707)** | **($1,096,238)** | | Basic and diluted net loss per share, Non-redeemable | ($0.24) | ($0.31) | Condensed Statement of Cash Flows (Unaudited) | | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net loss | ($1,096,238) | ($85) | | Net cash used in operating activities | ($572,174) | ($310) | | **Net Change in Cash** | **($572,174)** | **($310)** | | Cash – Beginning | $696,567 | $25,000 | | **Cash – Ending** | **$124,393** | **$24,690** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial condition and results, highlighting its pre-business combination SPAC status and net loss drivers - All company activities from inception (February 13, 2019) through June 30, 2021, were organizational, related to the IPO, and identifying and negotiating the business combination with Reservoir[93](index=93&type=chunk) Net Loss Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | Three months ended June 30, 2021 | $848,707 | Operational costs ($667,324) and change in fair value of warrant liability ($184,250) | | Six months ended June 30, 2021 | $1,096,238 | Operational costs ($871,563) and change in fair value of warrant liability ($233,750) | - As of June 30, 2021, the company held **$115.0 million** in its Trust Account and had **$124,393** in cash for operating purposes[99](index=99&type=chunk)[100](index=100&type=chunk) - Critical accounting policies highlighted by management include the classification of common stock subject to possible redemption as temporary equity and the accounting for warrants as a liability measured at fair value[107](index=107&type=chunk)[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company reports minimal market risk exposure due to short-term investments in U.S. government securities - The company believes there is no material exposure to interest rate risk due to the short-term nature of its investments held in the trust account[113](index=113&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - Based on an evaluation, the principal executive officer and principal financial officer concluded that disclosure controls and procedures were **effective** as of June 30, 2021[115](index=115&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[116](index=116&type=chunk) Part II. Other Information [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has no legal proceedings to report[118](index=118&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide disclosures under this item - Disclosure under this item is not required as the company is a smaller reporting company[119](index=119&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no previously undisclosed unregistered sales of equity securities during the period - There have been no unregistered sales of equity securities during the three and six months ended June 30, 2021, that were not previously disclosed[120](index=120&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company has no defaults upon senior securities to report[121](index=121&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[122](index=122&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - The company has no other information to report for this item[123](index=123&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed, including the Agreement and Plan of Merger and related agreements - Key exhibits filed include the **Agreement and Plan of Merger** with Reservoir Holdings, Inc., and forms of the Subscription Agreement for the PIPE Investment[126](index=126&type=chunk)
Reservoir Media(RSVR) - 2021 Q4 - Annual Report
2021-05-24 19:14
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39795 Roth CH Acquisition II Co. (Exact Name of Registrant as Specified in Its Charter) Delaware 83-3584204 (State or oth ...
Reservoir Media(RSVR) - 2020 Q4 - Annual Report
2021-03-29 20:23
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-39795 ROTH CH ACQUISITION II CO. (Exact name of registrant as specified in its charter) | Delaware | | 85-3584204 | | --- | --- | --- | | (State or other jurisdiction of | | (I.R.S. Employer Identification No.) | | incorporation or organization) ...