What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-06-21 compared with 2021-03-29 · 465 added, 138 removed, 0 unchanged (100% of the section changed)

Roth CH Acquisition II Co.

(the “Company”)

is a blank check company formed under the laws of the State of Delaware on February 13, 2019.

We were formed for the purpose

of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business

combination with one or more businesses, which we refer to herein as our “initial business combination.”

to identify a prospective target business will not be limited to a particular geographic region or industry, although we intend

to focus on the business services, consumer, healthcare, technology, wellness or sustainability sectors.

On December 15, 2020, the Company

consummated the IPO of 11,500,000 units (the “Units”), including 1,500,000 issued upon the exercise in full by the

underwriters in the IPO of their over-allotment option.

Each Unit consists of one share of common stock, $0.0001 par value (“Common

Stock”), and one-half of one warrant (“Warrant”) entitling the holder of each whole Warrant to purchase one share

of Common Stock at a price of $11.50 per whole share.

The Units were sold at an offering price of $10.00 per Unit, generating gross

proceeds of $115,000,000.

December 15, 2020, simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private

Placement”) with initial stockholders of the Company of 275,000 units (the “Private Units”), at a price of $10.00

per Private Unit, generating total proceeds of $2,750,000.

The Private Units are identical to the Units sold as part of the public

units in the IPO except that the warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis,

in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

Additionally, such initial

purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances)

until the completion of the Company’s initial business combination.

Such initial purchasers were granted certain demand and

piggyback registration rights in connection with the purchase of the Private Units.

of December 15, 2020, a total of $115,000,000 of the net proceeds from the IPO and the Private Placement were deposited in

a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the

benefit of the Company’s public stockholders.

None of the funds held in trust will be released from the trust account, other

than to pay our income or other tax obligations until the earlier of (i) the consummation of the Company’s initial business

combination, (ii) the Company’s failure to consummate a business combination within 24 months from the closing of the

IPO, and (iii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s

amended and restated certificate of incorporation (A) to modify the substance or timing of the ability of holders of the Company’s

public shares to seek redemption in connection with the Company’s initial business combination or the Company’s obligation

to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the

closing of the IPO or (B) with respect to any other provision relating to stockholders’

rights or pre-business combination

Prospective Initial Business Combination

On February 15, 2021, the Company

entered into a mutually exclusive non-binding letter of intent (the “Letter of Intent”) with a target company (“Target

Company”) for a potential business combination which would qualify as our initial business combination.

Under the terms of the Letter of

Intent, the Company and Target Company intend to enter into a definitive agreement pursuant to which the Company and Target

Company would combine, with the former equity holders of both entities (following the completion of the business combination)

holding equity in the combined publicly listed company.

The completion of the business combination is subject to the

completion of due diligence to the Company’s satisfaction, the negotiation and execution of definitive documentation

and satisfaction of the conditions contained therein, including (i) completion of any required stock exchange and

regulatory review and (ii) approval of the transaction by the Company’s stockholders and the Target

Company’s stockholders.

Accordingly, no assurances can be made by the Company or Target Company that the parties will

successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the

terms or timeframe currently contemplated, or at all.

If a definitive agreement is entered into

in connection with the proposed business combination, the Company will prepare a proxy statement/prospectus (the “Company

proxy statement/prospectus”) to be filed with the United States Securities and Exchange Commission (the “SEC”)

and mailed to its stockholders.

The Company urges its investors and other interested persons to read, when available, the Company

proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information

about the proposed business combination.

The Company and its directors, executive

officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of

proxies of the Company stockholders in connection with the proposed business combination.

Investors and security holders may obtain

more detailed information regarding the names, affiliations and interests of the Company’s directors and officers.

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders

in connection with the proposed business combination will be set forth in the Company proxy statement/prospectus for the proposed

business combination when available.

Information concerning the interests of the Company’s participants in the solicitation,

which may, in some cases, be different than those of the Company’s equity holders generally, will be set forth in the Company

proxy statement/prospectus relating to the proposed business combination when it becomes available.

Emerging Growth Company Status and Other

We are an emerging growth company as defined

in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (which we refer to herein as the JOBS Act).

As such, we are eligible to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to

opt out of such extended transition period which means that when a standard is issued or revised, and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the

time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with

another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company

until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the IPO,

(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large

accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million

on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which we have issued more than

$1.0 billion in non-convertible debt during the prior three year period.

In identifying, evaluating and selecting

a target business for our initial business combination, we may encounter intense competition from other entities having a business

objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating

businesses seeking strategic acquisitions.

Many of these entities are well established and have significant experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available

financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value of

the trust account (excluding any taxes payable) at the time of the agreement to enter into the business combination, our obligation

to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding warrants

and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Any of these factors

may place us at a competitive disadvantage in successfully negotiating our initial business combination.

We currently have five executive officers.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of

their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they

will devote in any time period will vary based on whether a target business has been selected for our initial business combination

and the stage of the business combination process we are in.

We do not intend to have any full time employees prior to the consummation

of our initial business combination.

As a smaller reporting company, we are

not required to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

Not applicable.

We currently maintain our executive offices

at 888 San Clemente Drive, Newport Beach, CA 92660.

Roth Capital Partners, LLC (“Roth”) is making this space available

to us free of charge.

We consider our current office space adequate for our current operations.

Reservoir Media, Inc., together with its wholly-owned subsidiaries (the “ Company ”, “ we ”, “ our ”, “ us ” and “ Reservoir ”), is one of the world’s leading independent music companies.

Reservoir is a top 10 music publisher by global revenue according to Billboard.

We are award-winning and were twice named Publisher of the Year by the Music Business Worldwide’s A&R Awards and twice named Independent Publisher of the Year at the Music Week Awards, most recently in 2022.

In addition, our Founder and CEO Golnar Khosrowshahi was named Executive of the Year at the 2022 Billboard Women In Music Awards.

We operate a music publishing business, a record label business, a management business and a rights management entity in the Middle East.

We have two operating and reportable segments—Music Publishing and Recorded Music.

Our Music Publishing business contributed approximately $77.1 million to our revenues for the year ended March 31, 2022, representing approximately 71% of our revenues.

We now represent over 140,000 copyrights with titles dating back as far as the early 1900s and hundreds of #1 releases worldwide.

Music is at the heart of everything we do and, as such, our M&A practice and our active songwriter business is committed to both catalog acquisition and strategic expansion of the roster.

Our publishing catalog includes historic compositions written and performed by greats like Joni Mitchell, The Isley Brothers, Billy Strayhorn, Hoagy Carmichael, and John Denver.

Our roster of active songwriters, including James Fauntleroy, Ali Tamposi, Jamie Hartman and Oak Felder have contributed to current award-winning hits performed by the likes of Justin Bieber, Ariana Grande, Bruno Mars, BTS, Drake, and more.

Our Recorded Music business contributed approximately $29.5 million to our revenues for the year ended March 31, 2022, representing approximately 27% of our revenues.

We look at our Recorded Music business as one that is poised for growth and ingestion of new master recordings through our M&A practice.

Our Recorded Music business is home to Chrysalis Records and Philly Groove Records representing artists like The Delfonics, Sinead O’Connor and Generation X, as well as recordings under the Tommy Boy record label, which we acquired in June 2021, including artists such as De La Soul, Coolio, House of Pain, Naughty By Nature, and Queen Latifah..

We are operating in an industry benefitting from sector tailwinds attributed to growth in global paid subscriptions to digital service providers, increased penetration of in-home voice activated devices, in-home fitness products, wi-fi enabled vehicles and the ongoing proliferation of new novel access points like video gaming and social media.

As connectivity and mobile phone usage increase, people are listening to more music, more often, and in more places.

More music is being created, too, as the tools to make and distribute music, which were at one time expensive and limited, are now free and accessible to creators of all levels.

As a result, global music companies and music rightsholders are more valuable than ever.

We excel in the independent sector because of our value enhancement practice.

Our unparalleled creative team, alongside our exceptional synchronization and marketing teams, sources and signs songwriters and artists to our active roster, which creates new opportunities for the existing catalog of copyrights.

Our outstanding M&A practice contributes to the growth of our business by identifying potential acquisition targets and pursuing those that are complementary to our business.

On July 28, 2021 (the “ Closing Date ”), we consummated the previously announced business combination (the “ Business Combination ”) by and among Roth CH Acquisition II Co., a Delaware corporation (“ ROCC ”), Roth CH II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCC (“ Merger Sub ”) and Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”).

On the Closing Date, Merger Sub merged with and into RHI, with RHI surviving as a wholly-owned subsidiary of ROCC (the “ Business Combination ”).

In connection with the consummation of the Business Combination, “Roth CH Acquisition II Co.” was renamed “Reservoir Media, Inc.” effective as of the Closing Date.

Our common stock, $0.0001 par value per share (the “ Common Stock ”) and warrants to purchase one share of Common Stock, each at an exercise price of $11.50 per share (the “ Warrants ”), are traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbols “RSVR” and “RSVRW,” respectively.

Established in 2007, we have grown through acquisitions.

We made a firm commitment in the early days to be an active music company, one that owns and administers rights, and we looked to build our business based on long-term ownership of rights.

Our portfolio on the publishing side is 87% owned for life of copyright, as well as 96% owned versus administered.

In 2010, we acquired TVT Music Publishing, home to some of the most important rap, hip-hop and pop music of the 1990s and 2000s.

Replete with hit songs, the catalog set the stage and strategy for the kinds of catalogs we sought next.

At the time, the advent of streaming forced a shift in the manner in which people were consuming music.

It was no longer about the album, but a playlist of favorite songs.

This confirmed our investment thesis that investing in hit songs had to be a key driver of our acquisition strategy.

Following the acquisition of TVT Music Publishing, we acquired Philly Groove Records, which brought in our first recorded music assets and additional publishing hits, including the Delfonics’ “Ready or Not” which has been covered by artists ranging from The Fugees to Missy Elliot.

In 2012, we acquired the 30,000 copyright-strong Reverb Music and its roster of active songwriters.

This catalog further diversified our holdings into the United Kingdom, and added film and television music, such as the theme for the “Got Talent” franchise.

We also acquired the FS Media collection of catalogs in 2014, thereby adding what is considered to be the best of American music with the catalogs of Sheryl Crow, John Denver, Billy Strayhorn, Evanescence and Creed to the repertoire.

This acquisition included evergreen hits, such as “Take Me Home, Country Roads,” and extended our portfolio back to the 1930s with titles by legendary jazz musician Duke Ellington such as “Take The A Train.”

In 2015, the opportunity arose for us to invest in the royalty streams of Hans Zimmer’s portfolio of film scores dating back to 1989’s “Driving Miss Daisy” and including greats such as “The Lion King,” “Gladiator,” the “Dark Knight” franchise, and others.

This enabled us to be in business with one of the most prolific contemporary composers and also to complement our music catalog with music for film.

Since then we have built up our film score business through other acquisitions such as Shapiro Bernstein in 2020, which included rights to “Lawrence of Arabia” and others classic films, or Hearts Bluff in 2020, which included rights to “Clueless.” Most recently in 2022, we invested in the royalty streams of Henry Jackman’s portfolio of film scores, which included films from the “Captain America,” “Jumanji” and “Kingsman” franchises.

In 2020, we created a frontline film production music investment initiative with the Atlantic Screen Group.

Our acquisitions have added such luminaries as the Commodores, the Isley Brothers, Bob Crewe, Alabama, Travis Tritt, and many others.

In 2020 we acquired the Hearts Bluff collection of catalogs, which brought iconic titles to our company from the likes of Elvis, Kool & the Gang, Garth Brooks and Roy Orbison.

Also in 2020, we acquired the catalog of historic American music publisher Shapiro Bernstein, thereby adding titles from the turn of the century to our portfolio.

In the recorded music segment, during 2019, we acquired London-based Blue Raincoat Music Ltd and Chrysalis Records Ltd.

This acquisition added significant recorded music operations to our business, and added the sound recordings of Sinead O’Connor, The Specials, Generation X, The Waterboys, and Go West.

In addition, on June 2, 2021, we entered into a membership interest purchase agreement to acquire U.S.

based record label and music publishing company Tommy Boy Music, LLC (“ Tommy Boy ”), which helped launch the careers of Queen Latifah, Afrika Bambaataa, Digital Underground, Coolio, De La Soul, House of Pain and Naughty By Nature.

In the past five years, we have focused on being a wholistic music company and have strategically expanded to include management services through Big Life Management and Blue Raincoat Artists in the United Kingdom.

In tandem with this diversification, we have focused on emerging markets which are expected to be responsible for much of the future growth in the music industry.

To this end, we acquired a stake in PopArabia in January 2020 with a focus on signing artists, acquiring catalogs and establishing a rights management company in the Middle East and North Africa region.

We have executed on these strategic initiatives and expect substantial growth from PopArabia in the years to come.

We have also focused on populating an active songwriter roster.

We understand that participating in the contemporary music marketplace at a high level can contribute to capturing market share and create ancillary marketing and licensing opportunities for the rest of the catalog.

Today, our active roster is responsible for some of the biggest hits by some of the most well-known artists around the world.

Through the initiatives above, we have deployed over $650 million in capital and currently represent over 140,000 copyrights in our publishing business and over 36,000 master recordings in our recorded music business.

Industry Overview

The global music entertainment industry is massive and growing.

Within the larger music entertainment space, the music publishing and recorded music industries are thriving, driven by powerful tailwinds.

Streaming was the key driver for industry growth in 2021.

According to the IFPI (International Federation of the Phonographic Industry), ad-supported streaming revenue grew by 32% between 2020 and 2021.

Subscription streaming grew by 22% over the same period, adding $2.2 billion of revenue to 2020’s figure.

This growth has been driven by an increase in subscribers and usage alike.

As music has become more accessible, consumers today listen to more music on more platforms than ever before.

The total number of music subscribers globally was 523 million in 2021, a 21% increase from 2020.

According to Luminate (formerly MRC Data), global on-demand audio song streams increased by approximately 26% year-over-year in 2021.

All generations are leveraging streaming to increase their engagement with music.

According to Luminate, over 96% of the U.S.

population aged 13 to 55 years uses a streaming service to listen to music in a typical week and 89% of the “Baby Boomer” generation aged 55 years and over have made the switch to streaming.

Platforms such as gaming, home fitness, and social media are evolving in ways that integrate premium commercial music into their services – which are all accretive revenue sources to the music industry.

The evolution of car entertainment systems from physical media players to streaming connectivity will help drive growth in music subscribers and digital advertising revenue for music services.

According to Statista, the number of connected cars on the road is expected to rise from 237 million in 2021 to 400 million in 2025.

By 2030, 96% of new vehicles shipped worldwide will be built with internet connectivity.

A new budding market is the metaverse, which Jeffries Financial Group defines as a $2B opportunity for labels by 2025.

Thus far, music companies have only participated in limited ways, such as one-off virtual concert events on platforms such as Roblox and Fortnite.

In the coming years, new platforms like Meta will increase the pie, and music companies will increase their share of it through more broad catalog licenses and participation in derivative virtual goods and interactive experiences.

A rebound from Covid-19 continues to drive a return to growth in many traditional music revenue sources.

Concert tours are back, creating long missed live revenue for artists and songwriters alike.

The return of touring has also contributed to more new music being released, as artists can properly promote a new album with concerts and appearances.

This has contributed to a 16% year-over-year growth of physical album sales, which is the first time physical has grown as a format in 20 years according to the IFPI.

In addition to record stores, people are returning to gyms, bars, restaurants, and other retail outlets that have reinstituted their music licenses as they reopen locations.

Synchronization revenue reached its highest level ever in 2021.

According to the IFPI, the recorded music industry experienced 22% year-over-year growth, driven by a return to video production in 2021, which followed a 10% decline from production freezes in 2020.

Streaming growth in the emerging markets is having an outsized impact on the industry.

Growth in markets that were outside of the top ten in 2020 outpaced the global average in 2021.

The IFPI reports that non-top 10 markets grew 23% while the top 10 markets grew by 17.5%.

These markets made up 19.9% of global revenues in 2021, up from 19.2% in 2020.

The strongest growth globally came from the MENA region, with a 35% increase year-over-year.

This was driven by a 50% growth in subscription streaming revenue and a 24% growth in ad-supported revenue.

Recent developments suggest that streaming pricing may have room for further optimization.

Beyond growth in paying subscribers, we believe there is an opportunity for streaming revenues to further expand with pricing increases over time.

As consumers grow to appreciate the value proposition of streaming, streaming services will explore premium product initiatives.

This is supported by streaming services’ ongoing efforts to experiment with pricing increases in recent years.

In April 2021, Spotify raised its prices for some of its premium subscription offerings across some of the major markets, including the United States, the United Kingdom and parts of Europe.

Previously in 2018, Spotify increased monthly prices for its services in Norway.

In 2019, Amazon launched its high-quality audio streaming offering, Amazon Music HD, for a premium price in the United States.

We believe the strong and growing appetite for streaming services, as well as the demonstrated pricing power of premium streaming services, presents a significant opportunity for growth for the music entertainment industry.

Moreover, it has always been true that consumer engagement with music goes beyond the music itself - consumers care about the musicians as well.

Today, consumers have greater access to artists with the advent of social media.

According to Statista, as of April 2022, five out of the top ten most followed accounts on Twitter belonged to musicians and, according to YouTube, the majority of videos that have achieved more than one billion lifetime views, as well as the majority of the most popular videos of all time, include music.

In addition to their growing popularity with consumers, these music emerging monetization platforms are now proactively engaging with the music entertainment industry to properly compensate rightsholders for use of music.

For example, in July 2020, TikTok announced a multi-year agreement with the U.S.

National Music Publishers’ Association (NMPA) which also covers past use of musical works.

Separately, Facebook’s gaming platform entered into a new multi-year licensing agreement with the major record labels ( i.e.

, Universal Music Group, Sony Music Group and Warner Music Group) in September 2020.

In the first half of 2020, Peloton agreed to settle a lawsuit brought by music publishers for approximately $49 million, according to Peloton’s public filings.

And in 2021, Roblox settled a lawsuit initiated by independent music publishers for approximately $36 million.

We believe these emerging music monetization platforms are now a permanent part of the music entertainment industry and have helped expand access to and listenership of music globally.

Increased government intervention to curb piracy and improve monetization rates for content owners helps secure the future of the industry.

Government interventions in the United States and the European Union are expected to be a boon for the music entertainment industry, at least in the near-term.

In 2018, the United States enacted the Music Modernization Act (the “ MMA ”), which resulted in reforms to music licensing through the regulation of digital music services’ relationship to content owners.

This includes improving the way digital music services procure mechanical licenses, requiring digital radio services, such as SiriusXM and Pandora, to make royalty payments to recording artists for recordings before 1972, and providing for direct payments of royalties owed to producers, mixers and engineers when their original works are streamed on non-interactive webcasting services.

Also in 2018, the U.S.

This ruling by the CRB included increased publishing royalty rates for musical compositions in the United States from 2018 through 2022.

While this decision was vacated in part on appeal in August 2020, the case was remanded back to the CRB for further proceedings.

Final resolution is expected in the summer of 2022.

In 2018, the CRB also significantly increased the royalty rates for sound recordings in the United States paid by SiriusXM from 2018 through 2022, and the MMA extended the term of this increase through 2027.

In 2019, the European Union passed legislation to protect music rightsholders and recording artists.

Specifically, the European Union Copyright Directive was designed to limit safe harbors from liability for copyright infringement and to ensure that rightsholders and recording artists are remunerated fairly when their music is shared online by user-uploaded content services such as YouTube.

Music Publishing

The music publishing industry involves the licensing and acquisition of rights in musical compositions from content owners ( e.g.

publishers, songwriters, composers and other rightsholders).

According to Music & Copyright, the music publishing industry generated $6.9 billion in revenues worldwide in 2021, representing an increase of 17.6% from 2020, and a compound average annual growth rate of 9% since 2016.

Music publishing royalties include, among other types, mechanical, performance, synchronization and digital.

Recorded Music

The recorded music industry involves the identification and development of artists to create, market and promote recordings.

Royalty income in the recorded music industry is paid on a specific recording of a composition.

According to the IFPI, the recorded music industry generated nearly $26 billion of revenue globally in 2021, reflecting year-over-year growth of 18.5% and a compound annual growth rate of 9.3% since 2016.

The recorded music industry generates revenues from various royalty types, including digital (which includes streaming), physical, synchronization and performance rights.

Digital revenues reflect the largest and fastest growing category of recorded music revenues, reaching nearly $18 billion in 2021, reflecting a compound annual growth rate of 18% since 2016 and nearly 70% of global recorded music revenues in 2021.

Within digital revenues, streaming is by far the largest driver, accounting for approximately 94% of digital revenues in 2021, reflecting a compound annual growth of nearly 29% since 2016.

Physical royalties are generated from the physical reproduction and distribution of copyrighted works and is the only recorded music revenue category that has contracted since 2016, totaling $5 billion of revenues in 2021, representing a little more than 19% of global recorded music revenues in 2021 (as compared to 35% of global recorded music revenues in 2016).

Performance rights royalties are generated from the use of recorded music by broadcasters and public venues, representing approximately 9% of global recorded music revenues in 2021.

Synchronization royalties are generated by the use of recorded music in advertisements, film, video games, television and other content, representing approximately 2% of global recorded music revenues in 2021.

Our Competitive Strengths

Value Enhancement

Our synchronization team is comprised of 10 people worldwide dedicated to marketing and licensing our music for use in films, trailers, television shows, advertisements and video games.

For the year ended March 31, 2022, our synchronization income, which includes traditional synchronization income and digital synchronization income, accounted for 22% of our total revenues.

Digital licensing is an area we embraced early on in 2012 as the first independent publisher to strike a direct deal with YouTube.

Digital licensing also extends to the digital service providers, social media platforms like Facebook, Instagram, Snapchat and TikTok, in addition to in-home fitness products such as Peloton and Apple Fitness+.

These are all music distribution vehicles which are now distributing content with licensed copyrights.

Our advocacy work is a result of several of our executives serving as elected officials on the boards of non-profit groups upholding the rights of songwriters and fighting for fair compensation.

Our service on these boards has resulted in over $13 million in settlements over the last five years, and we will continue to look at digital platforms that are distributing content while infringing on music copyrights.

Platform Positioned for Growth

Our investment in infrastructure has allowed us to continue scaling our Music Publishing business with minimal impact on our operating expenses.

Within our Recorded Music business, we have successfully completed and integrated the acquisitions of Chrysalis Records in the United Kingdom and Tommy Boy in the United States and expect to be well-positioned to ingest additional master recordings into our platform.

Creative and Artists and Repertoire Services

We are able to continue to attract and source top talent because of the excellence of our creative and artists and repertoire (“ A&R ”) teams, coupled with the high-quality talents on our roster that already call Reservoir their publishing home.

Longstanding collaborations between our clients and our creative and A&R teams who nurture their talents and careers have resulted in numerous chart-topping hits of critical and commercial acclaim.

Our creative and A&R teams are further complemented by our marketing services team who provide high-touch, bespoke services.

Some of our A&R teams include:

● Ali Tamposi was named BMI’s 2019 Songwriter of the Year, following mega hit singles “Havana” by Camila Cabello featuring and also co-written by Reservoir writer Young Thug;

“Youngblood” by 5 Seconds of Summer;

“Let Me Go” by Hailee Steinfeld x Alesso featuring Florida Georgia Line and Watt;

and “Wolves” by Selena Gomez x Marshmello.

● Rufio Hooks co-wrote BTS’ “Butter” which became the longest-running U.S.

#1 of 2021, and broke global Spotify streaming and YouTube view count records upon release.

● Jamie Hartman won the 2021 Ivor Novello for Songwriter of the Year for his collaborations with Celeste on her album Not Your Muse.

Franks earned three concurrent 2021 Top 10 Billboard Hot 100 singles with Justin Bieber featuring Chance The Rapper’s “Holy” and Ariana Grande’s “Positions” and “(34+35).”

Strong Financial Profile with Robust Growth, Operating Leverage and Free Cash Flow Generation

For the years ended March 31, 2019 through 2022, we have grown revenues at a compound annual growth rate of 34%, driven by value enhancement, strategic acquisitions, successful releases and secular tailwinds.

For the year ended March 31, 2022, our business generated net income and operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“ OIBDA ”) of $19.4 million and $38.4 million, respectively, implying an OIBDA margin of approximately 36%.

We believe our financial profile provides a strong foundation for continued growth.

Well-Positioned to Capitalize on the Growth of the International Music Industry Driven by Streaming

As the global music industry continues to benefit from a sustained expansion, our catalog of evergreen hits and active artist and songwriter roster with expertise in chart-topping hip-hop and pop music positions us to capitalize on the positive industry tailwinds.

In its 2022 Global Music Report, the IFPI confirmed that 2021 marked a seventh consecutive year of growth for the global recorded music industry.

The year-over-year growth of 18.5% for 2021 was driven primarily by streaming, especially by a growth of 21.9% in revenue generated by paid subscription services.

The 523 million users of paid subscription accounts in 2021 represented an annual increase of 20.5% and generated $12.3 billion, or 47.3% of global recorded music revenues.

Emerging Markets Presence and Investments in Local Content

While the top ten global markets grew revenue by 17.5% last year, markets outside of the top ten outpaced them with 22.6% revenue growth in 2021.

The fastest growing region in the world was the Middle East and North Africa (“ MENA ”), which recorded 35% revenue growth in 2021.

The main driver of the region’s success was its 47.4% growth in subscription streaming.

Reservoir’s stake in PopArabia has put us in a strong position to be on the frontline to take advantage of this growth.

Since we made this investment, we have already signed artists and acquired catalogs from India and the MENA region, ranging from indie tastemakers like Zeid Hamdan to regional superstars like Mohamed Ramadan.

We have also established the subsidiary ESMAA which is a United Arab Emirates-based rights management entity working with global music rights organizations, music publishers, songwriters, record labels and artists to ensure their music and rights are fully administered and licensed in the region.

In its first full year of operation, ESMAA licensed several key music users for the first time, including a broad, multimillion dollar license with EXPO 2020 in Dubai.

We have also made a minority investment in and formed a joint venture with Outdustry, a company that has pioneered music licensing in China.

We expect this investment to become a vehicle to capture music’s continued growth in China, which saw a 30.4% increase in revenue, primarily driven by streaming.

We continue to be focused on acquiring and developing music content in the emerging markets to capture the higher expected growth in such regions.

We are pursuing this strategy to take advantage of the projected growth in music consumption in the emerging markets by owning both global and regional content.

The convergence of consumers’ increased access to music and our participation in content, will allow us to maximize the emerging market opportunity.

We are also interested in the global movement of sound and talent and will look to play a pivotal role in exporting and importing talent from one geography to the next and create global collaborative opportunities for our roster.

Experienced Leadership Team

Reservoir has sustained no management turnover since inception creating a team that has been working together long-term and is incentivized to continue to scale the business, taking pride in their team, their clients and the company.

In addition to its excellent track record, the team is extremely experienced in the music entertainment business with a firm commitment to executing on its strategy on an ongoing basis.

Our Environmental, Social, and Governance (“ESG”) Efforts

We are the first female founded and led publicly traded independent music company in the United States.

We understand the importance of building a community of talent while also providing new opportunities to share their work with the world.

The concept of community extends deep into our corporate culture – through our commitment to being an environmentally conscious corporate citizen, to fostering a culture of inclusiveness among our employees, to managing and ultimately governing our business in a responsible way.

The strength of our business is in our community - our team, our roster of talent, and bringing music to those with limited access to it.

Internally, this means that we have a diverse workforce with a culture of accountability and inclusiveness.

We believe our success is driven by these values and extends to creatively pursuing opportunities for our existing roster of artists and to finding new talent.

Advocacy and Education

Protecting the livelihoods of creators is at the core of our ethos.

We have Board representation at leading industry non-profits in the United States, Canada and the United Kingdom including MusiCares, Songwriters Hall of Fame, Silkroad, the National Music Publishers Association and the Independent Music Publishers International Forum where we lead the charge on advocating for songwriter rights, artist rights, and fair compensation.

We additionally support numerous charitable organizations founded by our roster, including Creative Waves Foundation, 1500 Sound Academy, Sharethewrd, and GirlsIRate.

In addition, we are committed to preserving the legacies of creators so that their music is heard for generations to come.

To that end, we also develop and support several educational initiatives with leading universities in which the students learn about our legacy artists and their catalogs, ensuring that the music lives on for generations to come.

These collaborations are ongoing at Drexel University, New York University, and Maine College of Art & Design.

Our staff provides their time at leading global educational institutions in order to invest in the next generation of business leaders.

Our founder and CEO Golnar Khosrowshahi lectured at Columbia Business School for the Foundations of Entrepreneurship class, while other staff members have lectured or taught at New York University, Syracuse University, and Buckinghamshire New University, among others.

Our Growth Strategies

We plan to continue to execute on our highly disciplined and sophisticated approach to M&A strategy of acquiring high-quality copyrights and recordings including complicated transactions on an off-market basis at an attractive return and capitalizing on upside potential with our value enhancement capabilities.

Asset and company acquisitions have been our path to growth since inception and we expect to continue to execute on a strategy to scale the business with the addition of high-quality strategic assets to the existing base.

Active Songwriter and Artist Roster

We will continue to execute on our active songwriter and artist roster, attracting world-class talent across genres with the intention of growing our presence in the contemporary music marketplace.

Creative services, the existing roster and our value enhancement platform all contribute to our ability to add talent to our songwriter and frontline artist signings.

In this area, we are focused on unique talent that represents diversity across a variety of genres and sounds.

Through this collaboration, we partner with our clients to create new music, some of which tops the biggest music charts, helping achieve increased market share.

While we are firmly rooted in the music business, we also acknowledge that we are, more broadly, in the business of listenership and are interested in owning content to which people are actively or passively listening.

As such, we will continue to evaluate

opportunities that allow us to own film score and production music content.

We are interested in seeing how listening habits will shift over time, as consumers balance the time they spend listening to music versus time allocated to other kinds of content, such as podcasts or social media platforms.

To this end, we expect to continue to explore these alternative avenues in the business of listenership, making investments in companies such as Audio Up Inc, a company in which we invested in April 2021, focusing on original podcast content featuring premium music.

Embrace Commercial Innovation with New Digital Distributors and Partners

Over the past two years, we have seen significant licensing growth from in-home fitness platforms, with new licenses issued to Peloton, Hydrow and Apple Fitness+.

We expect our licensing volume to increase and also extend to new market entrants in this area, in addition to new digital platforms across social media, non-fungible tokens (“ NFTs ”) and other categories, such as online gaming platforms.

These licenses and the associated revenues are on balance accretive to our overall revenues, and we view being on the forefront of digital licensing to be a significant growth area for us.

Our strategy is equally focused on the active issuance of licenses, and the pursuit of copyright infringement, with an eye on resolution and the establishment of mechanisms for future licensing and monetization.

NFTs continue to be a developing area of licensing and opportunity.

An NFT is a unit of data stored on the blockchain that certifies the unique identity of a digital asset.

NFTs have applications in the music industry as a means to distribute standalone musical content or in conjunction with a related experience, merchandise or visual art.

As an owner and administrator of copyrights, we are able to issue licenses for the use of our intellectual property on an NFT.

Similarly, as an owner and administrator of master recordings, we are able to issue licenses for the use of these master recordings on an NFT.

We are also providing consultative services to artist and songwriter clients interested in developing NFT products.

We are actively engaged with Mynt Music Ltd.

and Serenade Sound PTY Ltd.

to explore issuances and monetization of these licenses and are in discussions with other companies active in the NFT marketplace.

Founder and CEO Golnar Khosrowahshi is also on the Advisory Board for NFT company Notables.

We have helped launch NFTs using original music assets for our roster including Young M.A and James Fauntleroy.

We view this as an area of increased activity that qualifies as a new distribution vehicle for potentially enhanced musical content that could be accretive to revenues and we foresee licensing our music for use with NFTs in addition to supporting our clients with strategies and products focused on NFTs.

Music Publishing

Music publishing is an intellectual property business focused on generating revenues 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.

The operations of our Music Publishing business are conducted through all of our offices as well as through various subsidiaries and sub-publishers.

We owned or controlled rights to more than 140,000 compositions as of March 31, 2022, including numerous pop hits, American standards and motion picture and theatrical compositions.

Assembled over decades, our award-winning catalog included over 5,000 clients as of March 31, 2022 and boasted 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.

As a copyright owner and administrator of musical compositions, we are entitled to receive royalties for the use of musical compositions.

We continually add new musical compositions to our catalog and seek to acquire rights in musical compositions that will generate substantial revenues over the long term.

Music publishers generally receive royalties pursuant to public performance, digital, mechanical, synchronization and other licenses.

In the United States, music publishers collect and administer mechanical royalties, and statutory rates are established pursuant to the U.S.

Copyright Act of 1976, as amended, for the royalty rates applicable to musical compositions for sale and licensing of recordings embodying those musical compositions.

In the United States, public performance income is administered and collected by

music publishers and their performing rights organizations and, in most countries outside the United States, collection, administration and allocation of both mechanical and performance income are undertaken and regulated by governmental or quasi-governmental authorities.

Throughout the world, each synchronization license is generally subject to negotiation with a prospective licensee, and music publishers pay a contractually required percentage of synchronization income to the songwriters or their heirs and to any co-publishers.

We acquire copyrights or portions of copyrights and administration rights from songwriters or other third-party holders of rights in musical compositions.

As an owner and administrator of musical compositions, we promote the use of those musical compositions by others.

For example, we encourage recording artists to record and include our musical compositions on their recordings, offer opportunities to include our musical compositions in filmed entertainment, advertisements and digital media and advocate for the use of our musical compositions in live stage productions.

Examples of music that generate music publishing revenue include, among others:

Performance - performance of the song to the general public

● Broadcast of musical compositions on television, radio and cable

● Live performance at a concert or other venue ( e.g.

, arena concerts, nightclubs)

● Broadcast of musical compositions at sporting events, restaurants or bars

● Performance of musical compositions in staged theatrical productions

Digital - licensing of recorded music in various digital formats and digital performance of musical compositions to the general public

● Streaming and download services

Mechanical - sale of recorded music in various physical formats

● Vinyl, CDs and DVDs

Synchronization - use of the musical composition in combination with visual images

● Films or television programs

● Television commercials

● Video games

● Merchandising, toys or novelty items

● Licensing of copyrights for use in printed sheet music

In the United States, mechanical royalties are collected directly by music publishers, from The Mechanical Licensing Collective, the nonprofit organization designated by the U.S.

Copyright Office to distribute mechanical royalties for streaming and downloads pursuant to the Music Modernization Act (the “ MLC ”), recorded music companies or via The Harry Fox Agency, a non-exclusive licensing agent affiliated with the Society of European Stage Authors and Composers (“ SESAC ”).

Outside the United States, mechanical royalties are collected directly by music publishers or from collecting societies.

Once mechanical royalties reach the publisher, a percentage of those royalties is paid or credited to the songwriter or other rightsholder of the copyright in accordance with the underlying rights agreement.

Mechanical royalties are paid at a rate of 9.1 cents per song per unit in the United States for physical formats ( e.g.

, CDs and vinyl albums) and permanent digital downloads (recordings in excess of five minutes attract a higher rate).

Rates are also set for interactive streaming and non-permanent downloads based on a formula that takes into account revenues paid by consumers or advertisers with certain minimum royalties that may apply depending on the type of service.

“Controlled composition” provisions contained in some recording contracts may apply to the rates mentioned above pursuant to which artists and/or songwriters license their rights to their record companies for as little as 75% of the statutory rates.

The current U.S.

statutory mechanical rates will remain in effect through December 31, 2022.

In most other jurisdictions, mechanical royalties are based on a percentage of wholesale prices for physical formats and based on a percentage of consumer prices for digital formats.

In international markets, these rates are determined by multi-year collective bargaining agreements and rate tribunals.

Throughout the world, performance royalties are collected by publishers directly or on behalf of music publishers and songwriters by performance rights organizations and collecting societies.

Key performing rights organizations and collecting societies include:

● ASCAP, SESAC and BMI in the United States;

● the Mechanical-Copyright Protection Society and the Performing Right Society in the United Kingdom;

● the German Copyright Society in Germany;

● the Japanese Society for Rights of Authors, Composers and Publishers in Japan.

The societies pay a percentage (which is set in each country) of the performance royalties to the copyright owner(s) or administrators (i.e., the publisher(s)), and a percentage directly to the songwriter(s), of the composition.

Thus, the publisher generally retains the performance royalties it receives other than any amounts attributable to co-publishers.

Composers’ and Lyricists’ Contracts

We derive our rights through contracts with composers, lyricists (songwriters) or their heirs and with third-party music publishers.

In some instances, those contracts grant either 100% or some lesser percentage of copyright ownership in musical compositions and/or administration rights.

In other instances, those contracts only convey to us rights to administer musical compositions for a period of time without conveying a copyright ownership interest.

Our contracts grant us exclusive use rights in the jurisdictions concerned excepting any pre-existing arrangements.

Many of our contracts grant us rights on a global basis.

We customarily possess administration rights for every musical composition created by the writer or composer during the exclusive acquisition term of the contract.

While the duration of the administration rights under contracts may vary, some of our contracts grant us ownership and/or administration rights for the duration of copyright.

See “— Intellectual Property - Copyrights .” U.S.

copyright law permits authors or their estates to terminate an assignment or license of copyright (for the United States only) after a set period of time.

See “ Risk Factors - Risks Related to Intellectual Property and Data Security - Reservoir faces a potential loss of catalog to the extent that its recording artists have a right to recapture rights in their recordings under the U.S.

Recorded Music

Our Recorded Music business consists of three types of sound recording rights ownership.

The first type is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists.

The second type is the active marketing, promotion, distribution, sale and licensing of previously recorded and subsequently acquired catalog recordings.

The third type is the 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.

Acquisition of these income participation interests is typically in connection with recordings that are owned, controlled and marketed by the major record labels.

Our frontline and catalog Recorded Music businesses are primarily handled by our Chrysalis Records team in London with US marketing support from the Reservoir team.

Our Recorded Music income participation interests, including Tommy Boy, are primarily managed by the Reservoir team in New York.

Our frontline and catalog Recorded Music distribution is handled by a network of distribution partners that currently includes AWAL, PIAS, Alliance and MERLIN.

All of these distributors market, distribute and sell products of independent labels and artists to digital music services, retail and wholesale distributors and various distribution centers and ventures operating internationally.

AWAL and PIAS use select physical product distributors to sell our CDs and vinyl, such as ADA (Alternative Distribution Alliance) in Europe and Alliance in the United States.

We also distribute select recordings and video products, including the Tommy Boy catalog, directly to digital music services through licenses we secure via our membership with MERLIN.

MERLIN is one of the top global digital rights agencies in the world negotiating licenses on behalf of many independent record labels, distributors and other music rightsholders.

Through our distribution network, our music is being sold in physical retail outlets, as well as via online retailers, such as amazon.com, and distributed in digital form to an ever 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, Pandora and SiriusXM, and download services.

We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton, as well as to social media outlets such as Facebook, Instagram, Snapchat, TikTok and Triller.

Recording Artists’ Contracts

Our recording artists’ contracts define the commercial relationship between our recording artists and our record labels.

We negotiate recording contracts with recording artists that define our rights to use the recording artists’ music.

For recordings that we acquire as part of a catalog acquisition, we do not have the ability to negotiate these recording artists’ contracts and, as a result, we step into the position of the previous catalog owner.

In accordance with the terms of the recording artists’ contracts, the recording artists receive royalties based on sales and other uses of their music.

We customarily provide up-front payments to frontline recording artists, called advances, which are recoupable by us from future amounts otherwise payable to such recording artists.

We typically structure agreements with new frontline artists as net profit deals whereby the artist receives a portion of the net profits after deducting all costs from the gross revenue.

Our frontline recording artists’ contracts generally provide for more favorable terms to the recording artist, entitling us to a set a number of albums and an exclusive license to exploit those albums for a fixed period of time.

In contrast, our catalog recording artists’ contracts typically grant us ownership for the duration of copyright.

See “— Intellectual Property - Copyrights .” U.S.

copyright law permits authors or their estates to terminate an assignment or license of copyright (for the United States only) after a set period of time.

Sales and Digital Distribution

We generate revenues from the new releases of frontline artists and our catalog of recordings.

In addition, we actively repackage music from our catalog to form new products.

Our revenues are generated in digital formats, including streaming and downloads, and the ongoing proliferation of new novel access points like video gaming and social media and physical formats such as CDs, as well as through historical formats, such as vinyl albums.

In connection with the digital distribution of our music, we currently partner with a broad range of digital music services, such as Amazon, Apple, Deezer, Spotify, YouTube and Google, and are actively seeking to develop and grow our digital business.

traditional physical formats through both the online distribution arms of traditional retailers, such as walmart.com, and traditional online physical retailers, such as amazon.com.

Streaming services stream our music on an ad-supported or paid subscription basis.

In addition, downloading services download our music on a per-album or per-track basis.

In digital formats, per-unit costs that relate directly to physical products, such as manufacturing, inventory, and return costs do not apply.

While there are some digital-specific variable costs and infrastructure investments needed to produce, market and license digital products, it is reasonable to expect that we will generally derive a higher contribution margin from streaming and downloads than from physical sales.

We or our distributor will enter into license agreements with digital music services to make our music available for access in digital formats ( e.g.

, streaming and downloads).

We then provide digital assets for our music to these services in an accessible form.

License agreements with these services establish our fees for the distribution of our music, which vary based on the service.

We typically receive accounting from these services on a monthly basis, detailing the distribution activity, with payments rendered on a monthly basis.

Since the emergence of digital formats, our business has become less seasonal in nature.

Manufacturing, Packaging and Physical Distribution

We have arrangements with various suppliers and distributors as part of our manufacturing, packaging and physical distribution services throughout the world.

We believe that these arrangements are sufficient to meet our business needs.

We sell our physical recorded music products through a variety of different retail and wholesale outlets including music specialty stores, general entertainment specialty stores, supermarkets, mass merchants and discounters, independent retailers and other traditional retailers.

Although some of our retailers are specialized, many of our customers offer a substantial range of products other than music.

Most of our physical sales represent purchases by a wholesale or retail distributor.

Our sale and return policies are in accordance with wholesale and retail distributor’s requirements, applicable laws and regulations, jurisdictional and customer-specific negotiations and industry practice.

A&R and Creative Partnership

Our staff has years of experience in identifying and contracting with recording artists who become commercially successful.

Our ability to select recording artists who are likely to be successful is a key element of our frontline Recorded Music business strategy that targets recording artists who will achieve national, regional and international success.

The frontline Recorded Music business line was established in 2019 when we acquired Chrysalis Records and relaunched it as an active frontline record label signing and developing new talent.

Our first frontline release went on to receive critical acclaim, a Mercury Award shortlist nomination and a Grammy nomination.

Many of our catalog artists continue to appeal to audiences long after they cease releasing new music.

We have an efficient process for sustaining sales across our catalog releases.

We maximize the value of our catalog of recorded music through new marketing initiatives and we use our catalog as a source of material to curate re-releases, compilations, box sets and special package releases, which provide consumers with incremental exposure to familiar music and recording artists.

Our A&R executives both champion and challenge the talent they sign, empowering them to realize their visions and evolve over time.

Our longstanding relationships within the creative community also provide our recording artists and songwriters with a wide network of collaborators, which is a vital part of helping them to realize their best work.

We provide the investment that gives our songwriters and recording artists the requisite time and space to experiment and flourish.

This includes access to a multitude of songwriters’ rooms and recording studios around the globe with more to come.

Our Songwriter and Recording Artist Value Proposition

Reservoir’s success is a result of our unparalleled team which not only attracts top tier talent to our roster, but helps them build and sustain long and lucrative careers.

We stand out from our competitors by constantly strengthening our skill sets, expanding our networks, and evolving the comprehensive suite of services we provide.

By creating value for our songwriters and recording artists, we create value for ourselves.

Our goal is not to be the biggest music entertainment company, but the best one, with music of the highest quality that resonates with audiences across the globe.

As such, we believe our top tier Music Publishing and Recorded Music catalogs are vital contributors to the booming music entertainment business.

Below is an overview of the many creative and commercial services we provide to our songwriters and recording artists.

Welcoming Talent

We offer songwriters and recording artists numerous pathways into our ecosystem.

Whether it is an up-and-coming songwriter making music in their bedroom, a superstar artist selling out stadiums or an icon looking to curate a legacy, we offer tailored support and resources.

We are not just searching for immediate hits.

We scout and sign talent with the market potential for longevity and lasting impact.

As a result, we are constantly investing in new music every year without reducing our commitment to each songwriter and recording artist.

It is that focus, patience and passion that has built and sustained the reputation that perpetuates our cycle of success.

Marketing and Promotion

We are experts in value enhancement with a proven track record of success in every aspect of marketing and promotion.

With direct relationships at every significant digital music service and social media network to radio, press, film, television and retail, we are plugged into the most influential people and platforms for music entertainment.

We harness our collective years of experience and the countless transactions executed to gather the insights needed to make meaningful commercial decisions grounded in data-based discipline.

Most importantly, we are nimble and quickly adapt to changes in how music is consumed to maximize the opportunities for our songwriters and recording artists.

For example, with the increased penetration of in-home fitness products and the ongoing proliferation of new novel access points like video gaming and social media platforms, we quickly developed relationships and secured placements and other valuable positioning at these platforms.

We apply a comprehensive and bespoke approach to marketing and promoting our recording artists and their music.

No two artists are the same and our individualized marketing plans reflect this.

For our Music Publishing business, our goal is to promote our songwriter’s interest in their music, enhance the value of those copyrights and promote their work and legacies as creators.

Our goal for our Recorded Music business is to set up new frontline releases from emerging and established acts for success, while furthering the success of catalog releases and legacy artists.

The marketing and promotion of our recorded music assets and releases are carefully coordinated to increase the value of our music and generate sales, while maintaining disciplined budgets.

Our forward-thinking and nimble marketing team has significant experience across Music Publishing and Recorded Music, which allows us to successfully execute long-term campaigns, while adapting quickly to changes in the marketplace.

Global Reach and Local Expertise

Our team is distributed across our offices from Los Angeles to Abu Dhabi and operates cohesively as a global team.

The small size of our team allows us to be nimble and the geographic distribution enables us to look at music through a culturally relevant lens as required by different regions.

A Broad Universe of Opportunity

Albums, singles, videos and songs are still the primary drivers for our business.

But as the demand for music has grown, music has been woven into the fabric of our daily lives in new and increasingly sophisticated ways.

It is our job to help our songwriters and recording artists capitalize on this expanding universe.

In our Music Publishing business, we take an active role in expanding the consumption of music, through performance, digital, mechanical, synchronization and the original music publishing revenue stream, sheet music.

In our Recorded Music business, beyond digital and physical revenue streams, we provide a wide array of artist services, including merchandise and e-commerce.

The centralization of our technology capabilities and data insights has resulted in increased transparency of our royalty reporting to our songwriters’ and recording artists.

We defend and protect our songwriters’ and recording artists’ creative output by remaining vigilant in the collection of different types of royalties around the world and defending against illegitimate and illegal uses of our owned and controlled copyrights.

Representative Sample of Songwriters and Recording Artists

Our Music Publishing business includes musical compositions by:

● Global superstars Migos, 2 Chainz, A Boogie Wit Da Hoodie, Killer Mike, Ben Harper, Twysted Genius, David Guetta, and Scott Stapp

● Internationally renowned music icons, including Joni Mitchell, The Isley Brothers, John Denver, Sheryl Crow, Nick Drake, Travis Tritt, a-ha, Billy Strayhorn and Hoagy Carmichael

● Award-winning hitmakers, such as Ali Tamposi, Jamie Hartman, James Fauntleroy, Oak Felder, Lauren Christy, Nitin Sawhney, and The Orphanage

● Acclaimed film composers Hans Zimmer and Henry Jackman

Our Recorded Music business includes music from:

● Legacy acts, such as De La Soul, Naughty By Nature, Queen Latifah, Coolio, Sinéad O’Connor, Generation X, House of Pain, The Specials, The Stylistics, and The Delfonics.

● Contemporary talent, including Laura Marling, Liz Phair, Emeli Sandé, Levi Hummon, and William the Conqueror

We believe we are a competitive force in the music publishing and recorded music industries because of our strong reputation among creators and content owners and our value enhancement capabilities.

In addition to competing against the major music companies, we also compete against other independent music companies, of which there are many.

To a lesser extent, we compete with the way consumers use their disposable income for media and entertainment, however many of these alternatives present an opportunity for monetization for our business ( e.g.

, television, motion pictures, and video games - all of which contain and license music).

The music publishing industry is highly competitive and dominated by three companies.

According to Music & Copyright, Sony Music Publishing, Universal Music Publishing and Warner Chappell Music accounted for 60% of the global music publishing revenues in 2021.

There are many smaller participants that collectively accounted for the remaining 40% of the global music publishing revenues in 2021.These participants also include individual songwriters who self-publish their work.

The recorded music industry is also highly competitive and subject to changing consumer preferences.

In 2021, the three largest recorded music companies - Universal Music Group, Sony Music Entertainment and Warner Music Group - accounted for approximately 72% of the global recorded music revenues, according to public company filings and the IFPI.

Outside of these three companies, the landscape is highly fragmented with numerous participants that collectively accounted for approximately 28% of the global recorded music market in 2021.

Intellectual Property

Our business, like that of other companies involved in the music entertainment industry, rests on our ability to maintain rights in sound recordings and musical compositions through copyright protection.

In the United States, copyright protection generally lasts for 95 years from first publication or 120 years from creation, whichever expires first, for works created on or after January 1, 1978 as “works made for hire” ( e.g.

, works of employees or certain specially commissioned works).

The period of copyright protection for works created on or after January 1, 1978 that are not “works made for hire” lasts for the life of the author plus 70 years.

Works created and published or registered in the United States prior to January 1, 1978 generally enjoy copyright protection for 95 years, subject to compliance with certain statutory provisions including notice and renewal.

Additionally, the MMA extended federal copyright protection in the United States to sound recordings created prior to February 15, 1972.

The duration of copyright protection for such sound recordings varies based on the year of publication, with all such sound recordings receiving copyright protection for at least 95 years, and sound recordings published between January 1, 1957 and February 15, 1972 receiving copyright protection until February 15, 2067.

The term of copyright in the European Union for musical compositions in all member states lasts for the life of the author plus 70 years.

This is also true for the United Kingdom.

In the European Union, the term of copyright for sound recordings lasts for 70 years from the date of release in respect of sound recordings that were still in copyright on November 1, 2013 and for 50 years from date of release in respect of sound recordings the copyright in which had expired by that date.

The European Union also harmonized the copyright term for joint musical works.

In the case of a musical composition with words that is protected by copyright on or after November 1, 2013, the member states of the European Union are required to calculate the life of the author plus 70 years term from the date of death of the last surviving author of the lyrics and the composer of the musical composition, provided that both contributions were specifically created for the musical composition.

We are largely dependent on legislation in each jurisdiction in which we operate to protect our rights against unauthorized reproduction, distribution, public performance or rental.

In all jurisdictions where we operate, our intellectual property receives some degree of copyright protection, although the extent of effective protection varies widely.

In a number of developing countries, the protection of copyright remains inadequate.

Technological changes have focused attention on the need for new legislation that will adequately protect the rights of producers.

We actively lobby in favor of industry efforts to increase copyright protection and support the efforts of organizations, such as the Recording Industry Association of America, the IFPI, the National Music Publishers’ Association, the International Confederation of Music Publishers and the World Intellectual Property Organization.

In the United States, rates for some copyright royalties are set and regularly reviewed by the CRB, a three-judge panel that functions as an independent unit within the Library of Congress.

During the most recent review by the CRB of phonorecord royalties for the period from 2018 through 2022 (the “ Phonorecords III ”), the CRB recommended an increase of 44% in the mechanical streaming royalty rate paid to publishers by the digital services.

There was an appeal of the Phonorecords III determination by some of the digital streaming services (Amazon, Google, Pandora, Spotify) but not all of them (Apple did not appeal).

The Phonorecords III rate increase is currently under review and in a remand process.

All submissions have been made in that remand process, and a determination is expected from the CRB in mid-2022.

In the interim, the phonorecord streaming rate set prior to 2018 remains in place.

Additionally, the proceeding before the CRB for the rates and terms for phonorecords royalties for the period from 2023 through 2027 (the “ Phonorecords IV ”) is underway, and a hearing in the proceeding is anticipated to commence in July 2022, with a determination to issue in late 2022.

We consider our trademarks to be valuable assets to our business.

Although there is no assurance that any future trademark applications, even for major trademarks, will register, we endeavor to register our major trademarks in those countries where we believe the protection of such trademarks is important for our business.

Our major trademarks include the “Reservoir” name and circular “R” logo with blue stripe.

We also use certain trademarks, including those of certain subsidiaries, pursuant to perpetual license agreements.

We actively monitor and protect against activities that might infringe, dilute or otherwise harm our trademarks.

However, the actions we take to protect our trademarks may not be adequate to prevent third parties from infringing, diluting or otherwise harming our trademarks, and the laws of foreign countries may not protect our trademark rights to the same extent as do the laws of the United States.

Joint Ventures

We have entered into various contractual joint venture arrangements pursuant to which we or certain of our subsidiaries jointly acquire publishing, administration, songwriting, recording and related rights and interests with third parties.

These contractual joint venture arrangements differ from a traditional joint venture arrangement in that we typically do not form a new standalone special purpose vehicle to enter into such arrangement or hold any such assets.

Our Employees, Culture, Values and Human Capital Resources

As of March 31, 2022, we employed approximately 78 persons worldwide, including temporary and part-time employees as well as employees that were added through acquisitions.

As of March 31, 2022, none of our employees in the United States were subject to a collective bargaining agreement, although certain employees in our non-domestic subsidiaries were covered by national labor agreements.

Our human capital resources objectives include attracting, developing, and retaining personnel and enhancing diversity and inclusion in our workforce to foster community, collaboration, and creativity among our employees, and support our ability to grow our business.

To facilitate these objectives, we seek to foster a diverse, inclusive, and safe workplace, with opportunities for employees to develop their talents and advance their careers.

In order to reach these objectives, we plan to conduct an annual employee survey to gauge employee engagement and identify areas of focus.

Corporate Information

Our principal executive offices are located at 75 Varick Street, 9th Floor, New York, New York 10013, and our telephone number is (212) 675-0541.

Website Access to Company’s Reports and Disclosure Information

Our internet website address is https://www.reservoir-media.com, to which we regularly post copies of our press releases as well as additional information about us.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed, will be available to you free of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the Securities and Exchange Commission (the “ SEC ”).

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference.

Information contained in our website does not constitute a part of this report or our other filings with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business