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Item 1. Business

2024-05-30 compared with 2023-05-31 · 218 added, 327 removed, 112 unchanged (83% of the section changed)

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.

We were twice named Publisher of the Year by 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 operate a music publishing business, a recorded music 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.

We now represent over 150,000 copyrights and 36,000 master recordings with titles dating back as far as the early 1900s and hundreds of #1 releases worldwide.

We represent copyrights and master recordings dating back as far as the early 1900s through today, with hundreds of #1 releases worldwide.

Our M&A practice is committed to both catalog acquisition and strategic expansion of the roster.

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

Our roster of active songwriters, including Ali Tamposi, Jamie Hartman, Steven Franks and Oak Felder, has contributed to hit songs performed by the likes of Justin Bieber, Ariana Grande, BTS, Dua Lipa and more.

Our roster of active songwriters, including Ali Tamposi, Jamie Hartman, Oak Felder, and Steph Jones, has contributed to hit songs performed by the likes of Justin Bieber, Ariana Grande, BTS, Dua Lipa and more.

Our Recorded Music business contributed approximately $42.4 million to our revenues for the year ended March 31, 2024, representing approximately 29% of our revenues.

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

We are operating in an industry benefitting from sector tailwinds attributed to growth.

As a result, global music companies and music rightsholders have seen a corresponding increase in value.

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

Our creative team sources and signs songwriters and artists to our active roster, and our synchronization and marketing teams create new opportunities for the catalog of copyrights, enhancing their value.

Our 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 publishing portfolio is approximately 90% owned for life of copyright, as well as 96% owned versus administered.

The Recorded Music business is home to Chrysalis Records, Tommy Boy Music, and Philly Groove Records, representing recordings by De La Soul, Queen Latifah, Ben Harper, The Delfonics, Sinéad O’Connor and Coolio.

Established in 2007, we are an active music company, one that owns and administers rights, and our strategy has been to build our business based on strategic acquisitions and long - term ownership of rights.

In 2010, we acquired TVT Music Publishing, home to high quality 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 in the United Kingdom (“ U.K.

”) 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 high quality 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 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 .

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

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.

Our acquisitions have added such luminaries as Sonny Rollins, the Commodores, Louis Prima, Bob Crewe, Mannie Fresh, Alabama, and many others.

The previously mentioned 2020 acquisitions of the Hearts Bluff collection of catalogs and Shapiro Bernstein, respectively brought iconic titles from the likes of Elvis, Kool & the Gang, Garth Brooks and Roy Orbison, as well as 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 its label platform 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, in June 2021, we entered into a membership interest purchase agreement to acquire United States (“ U.S.

We then acquired Philly Groove Records, which included our first recorded music assets and additional publishing hits, including the Delfonics' "Ready or Not Here I Come (Can't Hide From Love)," which has been covered by artists ranging from The Fugees to Missy Elliot.

In 2012, we acquired Reverb Music and its roster of active songwriters, diversifying holdings in the United Kingdom (“ U.K.

”) and adding film and television music.

We also acquired the FS Media collection of catalogs in 2014, adding the catalogs of Sheryl Crow, John Denver, Billy Strayhorn, Evanescence and Creed.

In 2015, we expanded our catalog with music for film by investing in the royalty streams of Hans Zimmer’s portfolio of film scores dating back to 1989’s Driving Miss Daisy and including The Lion King , Gladiator , the Dark Knight franchise, and others.

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

In 2022, we invested in the royalty streams of Henry Jackman’s portfolio of film scores, which included those from the Captain America , Jumanji and Kingsman franchises.

We acquired London-based Blue Raincoat Music Ltd and its label platform Chrysalis Records Ltd in 2019, thereby adding recorded music operations to our business, as well as the sound recordings of Sinéad O’Connor, The Specials, Generation X, The Waterboys and Go West.

Our 2020 acquisitions of Hearts Bluff and Shapiro Bernstein brought titles from the likes of Elvis, Kool & the Gang, Garth Brooks and Roy Orbison, as well as titles from the turn of the century to our portfolio.

Additionally, through more individual or estate acquisitions, we have added catalogs from luminaries such as Sonny Rollins, the Commodores, Louis Prima, Bob Crewe, Mannie Fresh, Alabama, Fred Rister and many others.

During 2021, we acquired United States (“ 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 U.K.

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.

We have focused on being a full service music company and have strategically expanded to include management services through Big Life Management and Blue Raincoat Artists in the U.K.

In tandem with this diversification, we have concentrated 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 (“ MENA ”) 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 $722 million in capital through acquisitions and currently represent over 150,000 copyrights in our publishing business and over 36,000 master recordings in our recorded music business.

Through the initiatives above, we have deployed and committed approximately $659.9 million in capital through acquisitions and frontline deals over the last five years.

Industry Overview

The global music entertainment industry is experiencing significant growth.

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

Within the larger music entertainment space, the music publishing and recorded music segments are thriving.

Streaming was the key driver for industry growth in 2023.

According to the International Federation of the Phonographic Industry (“ IFPI ”), ad-supported streaming revenue grew by 17% between 2021 and 2022.

Subscription streaming grew by 10% over the same period, adding $1.2 billion of revenue to 2021’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 589 million in 2022, a 16% increase from 2021.

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 like Roblox and Fortnite.

In the coming years, 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.

The return of touring contributed to more new music being released in 2021 and 2022, as artists could properly promote a new album with concerts and appearances.

This contributed to a 16% year-over-year growth of physical album sales in 2021, which was sustained again with 4% continued growth in 2022, according to the IFPI.

In addition to record stores, people continued to return 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 2022 with 22% growth to $640 million.

According to the IFPI, the recorded music industry experienced 9% year-over-year growth overall.

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

The IFPI reports that China is now the fifth largest music market, entering the top 10 global markets for the first time in history.

Brazil also moved into the top 10, re-entering the list at number 9.

While all global regions experienced growth for the second year in a row, the strongest growth came from Sub-Saharan Africa (35%), Latin America (26%), and the MENA region (24%) in 2022.

We believe 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 U.S., the U.K.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 U.S.

In 2022, Apple Music increased prices of its student plans in the U.S., the U.K.

and Canada, and Amazon Music Unlimited increased the prices of both its individual and family subscriptions plans.

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 January 2023, 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 emerging music 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.

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.

Positive Regulatory Trends

According to the International Federation of the Phonographic Industry (“ IFPI ”), subscription streaming grew by 11.2% in 2023, representing $14 billion of revenue.

This growth has been driven by an increase in subscribers and usage alike, as well as price increases.

The total number of music subscribers globally was 667 million in 2023, up from 589 million in 2022.

Additionally, according to Luminate (formerly MRC Data), global on-demand audio song streams increased by approximately 22.3% year-over-year in 2023.

Also in 2023, the volume of music on DSPs has continued to increase, with an average of 103,500 new ISRCs delivered each day, up 10.8% from 2022.

Streaming growth in the emerging markets is also having an outsized impact on the industry and global recorded music revenues.

The IFPI reports that China remained the fifth largest recorded music market and boasts the fastest rate of revenue growth for any country in the top 10 music markets.

Sub-Saharan Africa, as a region, had the fastest growth of recorded music revenue growth.

In MENA, streaming revenues accounted for 98.4% of total revenues, and total revenues grew by 14.4%.

Beyond growth in paying subscribers, we believe recent developments suggest that streaming pricing may have room for further optimization.

In 2023, Spotify increased prices in 65 countries for the individual, duo, family and student plans.

For the second time in 12 months in 2023 Deezer increased prices for all new premium and family subscriptions in key territories including France, UK, Spain, Italy and the Netherlands.

YouTube increased prices of its individual and family plan tiers on both YouTube Premium and YouTube Music in the United States in 2023.

In 2022, Apple Music increased prices of its individual and family plans in the United States, and Amazon Music Unlimited increased the prices of both its individual and family subscription plans.

Data in Luminate’s 2023 report demonstrates the increasing importance of emerging markets and non-English content, including suggesting the potential for India to overtake the U.S.

as the country with the highest overall streaming volume globally.

While India’s streaming volume is currently just shy of the U.S.’s, the country saw the biggest year-over-year increase in total on-demand music streams of any nation, with an increase of nearly half a trillion streams, while the U.S.

volume increased by 184 billion.

Furthermore, Luminate reported that the Hindi-language music market share has more than doubled from 2021 to 2023, up to nearly 8%, and also noted over 60% of both Gen Z and Millennial listener groups “listen to new music to experience new cultures and perspectives.” This data supports Reservoir’s investments in emerging markets, including in India and MENA.

Platforms such as gaming, home fitness and social media have evolved in ways that integrate 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 has driven growth in music subscribers and digital advertising revenue for music services.

By 2030, it’s projected that 96% of new vehicles shipped worldwide will be built with internet connectivity.

The traditional music revenue sources of live music, touring and physical sales continue to see growth.

This contributed to a 13.4% year-over-year growth of physical album sales in 2023 and 9.5% growth in performance rights revenues, according to the

In addition, synchronization revenue continued to grow 4.7% in 2023.

According to the IFPI, the recorded music industry experienced 10.2% year-over-year growth overall to $28.6 billion.

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

For example, Reservoir has licensing agreements with platforms including TikTok, Peloton, Meta and Snap.

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.

Regulatory Environment and Trends

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

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and the European Union (“ EU ”) are expected to result in increased revenues for the music entertainment industry, at least in the near-term.

Music Modernization Act (the “ MMA ”) In 2018, the U.S.

Music Modernization Act (the “ MMA ”).

In 2018, the U.S.

enacted the MMA, which resulted in reforms to music licensing through the regulation of digital music services’ relationships 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.

CRB issued an updated slate of royalty rates and terms.

Also in 2018, the U.S.

CRB issued updated royalty rates and terms.

This ruling by the CRB included increased publishing royalty rates for musical compositions in the U.S.

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

In June 2023, the CRB issued its final determination, which retroactively upheld the headline royalty rates initially determined in 2018, and those rates were published in the Federal Register in August 2023.

In 2018, the CRB also significantly increased the royalty rates for sound recordings in the U.S.

paid by SiriusXM from 2018 through 2022, and the MMA extended the term of this increase through 2027.

In 2022, The National Music Publishers’ Association (“ NMPA ”), the Nashville Songwriters Association International (“ NSAI ”) and the Digital Media Association (“ DiMA ”) announced a settlement regarding the U.S.

In 2022, songwriters and publishers won a raise in streaming headline royalty rates from 10.5% to 15.1% over the 2018-2022 period.

Also in 2022, The National Music Publishers’ Association (“ NMPA ”), the Nashville Songwriters Association International (“ NSAI ”) and the Digital Media Association (“ DiMA ”) announced a settlement regarding the U.S.

mechanical streaming rates for 2023-2027.

The agreement sets the headline royalty rate for this period at 15.35% of total revenue, which will be introduced gradually over the course of the five-year term.

Earlier in 2022, songwriters and publishers won a raise in streaming headline royalty rates from 10.5% to 15.1% over the 2018-2022 period.

The headline rates escalate from 15.15% of total revenue in 2023 to 15.2% in 2024 and then increases in each of the next three years, peaking at 15.35% in 2027.

In December 2022, the CRB published final regulations adopting those headline rates, which escalate from 15.15% of total revenue in 2023 to 15.20% in 2024 and then a half of a tenth of a percentage point increases in each of the next three years, peaking at 15.35% in 2027.

This settlement will also change other key factors in U.S.

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In 2019, the EU 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.

The legislation 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.

In 2023, the European Parliament and the Council of the EU enacted The AI Act, the first-ever legal framework aimed at addressing the risks of artificial intelligence (“ AI ”).

The AI Act aims to provide AI developers and deployers with clear requirements and obligations regarding specific uses of AI to protect intellectual property owners and rightsholders.

Music Publishing

Music Publishing Industry Overview

The music publishing industry involves the identification and development of songwriters to create, market and promote compositions, as well as 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 $9.0 billion in revenues worldwide in 2023, representing an increase of 10.9% from 2022, and a compound average annual growth rate of 10.4% since 2018.

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 ( i.e., a specific recording of a composition).

According to the IFPI, the recorded music industry generated $26.2 billion of revenue globally in 2022, reflecting year-over-year growth of 9% and a compound annual growth rate of 11% since 2018.

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 $18.5 billion in 2022, reflecting a compound annual growth rate of 15% since 2018 and 71% of global recorded music revenues in 2022.

Within digital revenues, streaming is by far the largest driver, accounting for approximately 95% of digital revenues in 2022, reflecting a compound annual growth of nearly 19% since 2018.

Physical revenues are generated from the physical reproduction and distribution of copyrighted works.

Revenue from physical sales totaled $4.6 billion in 2022, representing 18% of global recorded music revenues in 2022 (as compared to 24% of global recorded music revenues in 2018).

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 2022.

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 2022.

Our Competitive Strengths

Value Enhancement

We believe our marketing and licensing efforts yield ongoing value enhancement across our catalog of copyrights and master recordings.

Our synchronization team is comprised of 11 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, 2023, our synchronization income accounted for 15% 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.

Creative and Artists and Repertoire Services

We continue to attract and source top talent with our creative and artists and repertoire (“ A&R ”) teams, coupled with the high-quality creators who already call Reservoir their publishing home.

Longstanding collaboration between our clients and our creative and A&R teams, who nurture their talents and careers, has 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, which provides high-touch, bespoke services.

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 U.K.

and Tommy Boy Records in the U.S.

and expect to be well-positioned to ingest additional master recordings into our platform resulting in operating leverage as we scale.

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, we believe our catalog of evergreen hits and active artist and songwriter roster with expertise in chart-topping music positions us to capitalize on the positive industry tailwinds.

In its 2023 Global Music Report, the IFPI confirmed that 2022 marked an eighth consecutive year of growth for the global recorded music industry.

The year-over-year growth of 9% for 2022 was driven primarily by streaming, which grew 12% in revenue.

The 589 million users of paid subscription accounts in 2022 represented an annual increase of 10% and generated $12.7 billion, or 48% of global recorded music revenues.

Emerging Markets Presence and Investments in Local Content

While the top ten global markets grew revenue by 7% last year, markets outside of the top ten outpaced them with 18% revenue growth in 2022.

The fastest growing regions in the world included Asia (excluding Japan), which experienced 25% revenue growth, and MENA, which recorded 24% growth in 2022.

Reservoir’s stake in PopArabia has put us in a strong position to be on the frontline to capture the growth in MENA.

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, Fiscal 2022, ESMAA licensed several key music users for the first time, including a broad, multimillion dollar license with EXPO 2020 in Dubai.

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

The team is extremely experienced in the music entertainment business, with a firm commitment to executing on its strategy on an ongoing basis.

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

Advocacy and Education

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

We have Board representation at leading industry non- profits across the globe including MusiCares, Songwriters Hall of Fame, Silkroad, the National Music Publishers Association, Mechanical Licensing Collective, International Confederation of Music Publishers (“ ICMP ”), and the Independent Music Publishers International Forum, where we lead the charge on advocating for songwriter rights, artist rights and 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.

We additionally support numerous charitable organizations founded by our roster, including Creative Waves Foundation, TRU Foundation and Sharethewrd.

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

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

These collaborations are ongoing at New York University and Drexel University.

Our staff also lends their time at leading global educational institutions 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.

Reservoir has also recently begun an educational program with The Door, a non-profit that provides youth development services ranging from health services, legal assistance, GED classes, job training, supportive housing, meals, and recreational activities with a focus on the arts.

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

Reservoir is the first female-founded and led publicly traded independent music company in the U.S.

We understand the importance of building a community of talent while also providing new opportunities to promote and share their work on a global scale.

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 our commitment to 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, which extend to both creatively pursuing opportunities for our existing roster of artists and to finding new talent.

Our business model has limited physical assets by design, which in turn allows for a minimal carbon footprint in our day-to-day operations.

Despite this advantage, we continue to evaluate methods to reduce our environmental impact, including on the physical spaces in which we operate.

Our Growth Strategies

Asset and company acquisitions have been our path to growth since inception.

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 executing complicated transactions on an off-market basis at an attractive return and capitalizing on upside potential with our value enhancement capabilities.

Active Songwriter and Artist Roster

We will continue to expand our active songwriter and artist roster.

Our creative services, the existing roster and our value enhancement platform all contribute to our ability to attract world-class talent across genres.

We remain focused on unique talent that represents diversity across a variety of genres and sounds.

We also partner with our clients to create new music, some of which tops the biggest music charts, helping to grow our presence in the contemporary music marketplace and 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 with the 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 such as our April 2021 investment in Audio Up Media a company focused on original podcast content featuring premium music.

Embrace Commercial Innovation with New Digital Distributors and Partners

Over the past several 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 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.

Music Publishing

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 our offices, as well as various subsidiaries and sub-publishers.

We own or control rights to more than 150,000 compositions as of March 31, 2023, including numerous pop hits, American standards and motion picture and theatrical compositions.

Assembled over decades, our award-winning catalog includes over 5,000 clients as of March 31, 2023 and boasts 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.

Royalties & Revenue Generation

Music publishers generally generate revenues by receiving royalties pursuant to public performance, digital, mechanical, synchronization and other licenses.

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

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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

Performance royalties generate revenue through live performance and digital performance of musical compositions to the general public, including via 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, and the performance of musical compositions in staged theatrical productions.

Digital royalties include the licensing of recorded music in various digital formats and digital performance of musical compositions to the general public, such as streaming and download services.

Mechanical royalties are generated through the sale of recorded music in various physical formats, including vinyl, CDs and DVDs.

Synchronization royalties stem from the use of the musical composition in combination with visual images.

This includes films or television programs, television commercials, video games and merchandising, toys or novelty items.

Music publishing also generates royalties from the licensing of copyrights for use in printed sheet music.

In the U.S., mechanical royalties are collected directly by music publishers, from The Mechanical Licensing Collective (the “ MLC ”), the nonprofit organization designated by the U.S.

Copyright Office to distribute mechanical royalties for streaming and downloads pursuant to the MMA, 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 ”).

Copyright Office to distribute mechanical royalties for streaming pursuant to the MMA, 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 U.S., mechanical royalties are collected directly by music publishers or from collecting societies.

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

Key performing rights organizations and collecting societies include:

● American Society of Composers, Authors and Publishers (“ ASCAP ”), SESAC and Broadcast Music Inc.

(“ BMI ”) in the U.S.;

● the Mechanical-Copyright Protection Society (“MCPS”) and the Performing Right Society (“PRS”) in the U.K.;

● the German Copyright Society in Germany (‘GEMA”);

● the Japanese Society for Rights of Authors, Composers and Publishers in Japan (“JASRAC”).

Key performing rights organizations and collecting societies include American Society of Composers, Authors and Publishers (“ ASCAP ”), Broadcast Music Inc.

(“ BMI ”) and SESAC in the U.S., the Mechanical-Copyright Protection Society (“ MCPS ”) and the Performing Right Society (“ PRS ”) in the U.K., and the Society of Composers, Authors, and Music Publishers of Canada (“ SOCAN ”) and the Canadian Musical Reproduction Rights Agency (“ CMRRA ”) in Canada.

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)), referred to in the industry as the “publisher’s share,” and a percentage directly to the songwriter(s), referred to in the industry as the “writer’s share” of the composition.

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Thus, the publisher generally retains the performance royalties corresponding to its share of the work, other than any amounts they are contractually required to pay through to their clients (other publishers or writers).

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.

Reservoir’s Music Publishing Business

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

We own or control rights to more than 150,000 compositions as of March 31, 2024, including numerous pop hits, American standards, and motion picture and theatrical compositions.

Our award-winning catalog includes over 5,000 clients as of March 31, 2024 and boasts 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 promote, place, market and administer the use of our musical compositions, in addition to the creative outputs of our active songwriters.

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.

In return, our Music Publishing business garners a share of the revenues generated from use of those musical compositions via the royalties outlined above.

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

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

Composers’ and Songwriters’ Contracts

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

In some instances, those contracts grant up to 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.

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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.

We customarily possess administration rights for every musical composition created by the songwriter or composer during the exclusive 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.

See “— Intellectual Property - Copyrights.

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.

See “ Risk Factors - Risks Related to Intellectual Property and Data Security - We face a potential loss of catalog to the extent that our songwriters or recording artists have a right to recapture rights in their musical compositions or recordings under the U.S.

Recorded Music

Recorded Music Industry Overview

The recorded music industry involves the identification and development of artists to create, market and promote recordings ( i.e., a specific recording of a composition).

According to the IFPI, the recorded music industry generated $28.6 billion of revenue globally in 2023, reflecting year-over-year growth of 10.2% and a compound annual growth rate of 10.4% since 2018.

Royalties & Revenue Generation

As with Music Publishing, the Recorded Music business also generates royalties but for the use of sound recordings, including digital, physical, synchronization and performance rights.

Digital formats include streaming, downloads and the ongoing proliferation of novel access points like video gaming and social media.

Physical formats include CDs, as well as through historical formats, such as vinyl albums.

Synchronization royalties stem from the use of the musical composition in combination with visual images.

In Recorded Music, public performance royalties are known as neighboring rights and are generated through broadcast of music on television, radio and cable and in public spaces such as shops, workplaces, restaurants, bars and clubs.

Throughout the world, collection societies in various territories collect royalties from neighboring rights to be distributed to artists, record labels and other sound recordings rights holders.

Reservoir’s Recorded Music Business

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

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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 U.S.

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 Proper, PIAS, Secretly, 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.

Sales, Distribution & Royalties

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.

The distribution is handled by a network of partners that includes Proper, PIAS, Secretly, Alliance and MERLIN.

All 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.

Secretly and PIAS use select physical product distributors to sell our CDs and vinyl, such as Cinram in Europe and Alliance in the U.S.

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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 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.

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.

We also sell 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.

Through our distribution network, our music is being sold in physical retail outlets, as well as via online retailers, and distributed in digital form to an expanding universe of digital partners including streaming services.

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, SoundCloud, Tencent Music Entertainment Group and YouTube;

radio services, such as iHeart Radio, Pandora and SiriusXM;

fitness platforms, such as Apple Fitness+, Equinox, Hydrow and Peloton;

and social media outlets, such as Facebook, Instagram, Snapchat and TikTok.

We are actively seeking to further develop and grow our digital business.

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

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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.

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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.

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 more favorable terms to the recording artist, entitling us to a set 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.

only) after a set period of time.

See “ Risk Factors

- Risks Related to Intellectual Property and Data Security - We face a potential loss of catalog to the extent that our songwriters or recording artists have a right to recapture rights in their musical compositions or recordings under the U.S.

Our Competitive Strengths

Value Enhancement

Our synchronization team is comprised of 11 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, 2024, our synchronization income accounted for 12% of our total revenues.

Digital licensing covers platforms that extend from social media, background music, home fitness, to music education and music therapy.

These are all new music distribution vehicles that bring new income streams to songwriters and artists and opportunities that enhance the value of intellectual properties.

Platform Positioned for Growth

We have made investments in an infrastructure that we expect to leverage as we continue to scale our Music Publishing business.

Within our Recorded Music business, we have completed and integrated the acquisitions of Chrysalis Records and Tommy Boy Music and believe we are well-positioned to ingest additional master recordings into our platform resulting in additional operating leverage as we scale.

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

In its 2023 Global Music Report, the IFPI reported that global recorded music industry revenues grew 10.2% in 2023, marking a ninth consecutive year of growth.

That growth was driven by streaming revenue, which grew 10.4% overall.

In particular, in 2023 paid subscription accounts rose to 667 million users, which accounted for $14 billion in revenue, an increase of 11.2% year-over-year and represented 48.9% of total global recorded music revenues.

Emerging Markets Presence and Investments in Local Content

According to the IFPI, each of the top ten global music markets grew revenue year-over-year in 2023, with the fastest growing countries including China, Brazil, and Canada.

Notably the fastest growing region included Sub-Saharan Africa with a 24.7% revenue increase.

MENA revenues also rose by 14.4% in 2023, exceeding the global growth rate.

India’s revenue also grew 15.4%, making it the 14th largest global market in 2023.

We believe Reservoir’s stake in PopArabia has put us in the position to capture the growth in MENA.

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

In its first full year of operation, Fiscal 2022, ESMAA licensed several key music users for the first time including a multimillion dollar license with EXPO 2020 in Dubai.

Experienced Leadership Team

The team is experienced in the music entertainment business, with a firm commitment to executing on its strategy on an ongoing basis.

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

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

We hold ourselves accountable to maintain environmentally sound practices, limiting our impact on the environment, while simultaneously delivering on our business goals.

As part of this, we consistently engage in clean energy solutions and waste-conscious

efforts, we maintain limited physical assets and we continuously evaluate methods to reduce our environmental impact, including on the physical spaces in which we operate.

Advocating for our creators is one crucial aspect of our social business.

We have Board representation at leading industry non-profits across the globe, including MusiCares, Songwriters Hall of Fame, Silkroad, the NMPA, the MLC, International Confederation of Music Publishers (“ ICMP ”), and the Independent Music Publishers International Forum (“ IMPF ”), where we lead the charge on advocating for songwriter rights, artist rights and fair compensation.

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

These collaborations are ongoing at New York University.

Our staff also lends their time at leading global educational institutions 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 and spoke at Oxford University, while other staff members have lectured or taught at New York University and Syracuse University, among others.

Reservoir has also helped support educational initiatives associated with the New York Philharmonic, such as sponsoring local students to attend a donor rehearsal.

In addition, Reservoir also conducted an educational program with The Door, a non-profit that provides youth development services ranging from health services, legal assistance, GED classes, job training, supportive housing, meals and recreational activities with a focus on the arts.

Our Growth Strategies

Asset and company acquisitions have been our path to growth since inception.

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

Active Songwriter and Artist Roster

We plan to continue expanding our active songwriter and artist roster.

Our creative services, the existing roster and our value enhancement platform all contribute to our ability to attract clients across genres.

We remain focused on unique talent that represents diversity across a variety of genres and sounds.

Embrace Commercial Innovation with New Digital Distributors and Partners

Over the past several years, we have seen licensing growth from in-home fitness platforms, with licenses issued to Peloton, Equinox and Apple Fitness+, among others.

We expect our licensing volume to increase and extend to other new market entrants and digital platforms across social media, music education 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 as a significant growth area for us.

We are equally focused on our strategy of the active issuance of licenses and the pursuit of copyright infringement.

Our Songwriter and Recording Artist Value Proposition

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

Creative Partnership

Our staff has experience identifying and contracting with songwriters and recording artists.

We are not only searching for immediate hits.

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

To that end we offer tailored support and resources, helping to achieve commercial and critical success.

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.

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 have a process for sustaining sales across our catalog releases.

Our strategy is to maximize the value of our catalog of recorded music through innovative 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 longstanding relationships within the creative community also provide our recording artists with a wide network of collaborators, which we believe is a vital part of helping them to realize their best work.

We provide the investment that supports our recording artists by providing them with the requisite time and space to experiment and flourish.

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

Our Songwriter and Recording Artist Value Proposition

We believe Reservoir’s success is a result of our team, which not only attracts top tier talent to our roster, but also helps that talent 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 globally-known superstar artist, or an icon looking to curate a legacy, we offer tailored support and resources.

We are not only 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.

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

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

Marketing and Promotion

We are experienced 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, as well as 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, which allows us to adapt quickly 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 on 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.

We are experienced in value enhancement with a proven record of success in marketing and promotion.

With direct relationships at significant digital music service and social media networks, as well as radio, press, film, television retail and platforms for music entertainment.

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

For our Music Publishing business, our goal is to promote our songwriters’ 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 marketing team has extensive experience across music publishing and recorded music, which allows us to successfully execute long-term campaigns, while adapting quickly to changes in the marketplace.

Our marketing team has experience across music publishing and recorded music, which allows us to execute long-term campaigns, while adapting quickly to changes in the marketplace.

In addition, our synchronization team strives to add value to our songwriters’ and recording artists’ music by marketing and licensing it for use in films, trailers, television shows, advertisements and video games.

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.

Our team is distributed across our offices from Los Angeles to Abu Dhabi and operates 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 necessitated 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 diverse 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 Offset, 2 Chainz, A Boogie Wit Da Hoodie, Killer Mike, Ben Harper, David Guetta, and Scott Stapp

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

● Award-winning hitmakers, such as Ali Tamposi, Jamie Hartman, 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 Ben Harper, Laura Marling, Liz Phair, Emeli Sandé, Levi Hummon and William The Conqueror

We believe we are competitive 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).

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

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

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, films 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 approximately 60% of the global music publishing revenues in 2022.

There are many smaller participants, including individual songwriters who self-publish their work, that collectively accounted for the remaining approximately 40% of the global music publishing revenues.

According to Music & Copyright, Sony Music Publishing, Universal Music Publishing Group and Warner Chappell Music accounted for approximately 60% of global music publishing revenues in 2023.

There are many smaller participants, including individual songwriters who self-publish their work, that collectively accounted for the remaining approximately 40% of global music publishing revenues.

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

In 2022, the three largest recorded music companies - Universal Music Group, Sony Music Entertainment and Warner Music Group - accounted for approximately 70% 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 30% of the global recorded music market in 2022.

The three largest recorded music companies - Universal Music Group, Sony Music Entertainment and Warner Music Group - account for approximately 70% of global recorded music revenues, according to public company filings and the IFPI.

Outside of these three companies are numerous participants, including independent recorded music companies, that collectively account for approximately 30% of the global recorded music market.

Intellectual Property

Our business rests on our ability to maintain rights in musical compositions and sound recordings through copyright protection.

In the U.S., 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” ( i.e.

, works of employees or certain specially commissioned works).

Works created and published or registered in the U.S.

prior to January 1, 1978 generally enjoy copyright protection for 95 years, subject to compliance with certain statutory provisions including notice and renewal.

Our business is dependent on our ability to maintain rights in musical compositions and sound recordings through copyright protection.

In the U.S., copyright protection for “works made for hire” ( i.e.

, works of employees or certain specially commissioned works) created on or after January 1, 1978 generally lasts for 95 years from first publication or 120 years from creation, whichever expires first.

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.

All works that were created and published or registered in the U.S.

prior to January 1, 1978 generally hold 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 U.S.

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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.

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

In a number of emerging 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 NMPA, the ICMP and the World Intellectual Property Organization.

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

We endeavor to register our major trademarks in those countries where we believe the protection of such trademarks is important for our business.

We register our major trademarks in 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.

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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.

We have entered into various contractual joint venture arrangements pursuant to which we or certain of our subsidiaries jointly acquire publishing, administration, 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

Human Capital Resources

As of March 31, 2024, we employed approximately 99 persons worldwide, including temporary and part-time employees, as well as employees that were added through acquisitions.

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Our Internet website address is https://www.reservoir-media.com, to which we regularly post copies of our press releases, public conference calls, and webcasts 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, are available 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 ”).

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and all amendments to those reports filed, are available 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.

We include our website 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