What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-05-28 compared with 2024-05-30 · 190 added, 199 removed, 695 unchanged (36% of the section changed)

3 unchanged sentences

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Reservoir Media, Inc.

and subsidiaries (the “Company”) as of March 31, 2024, and 2023, and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

30 unchanged sentences

( 21,087,713 )

Loss on early extinguishment of debt

(Loss) gain on foreign exchange

(Loss) gain on fair value of swaps

Gain (loss) on foreign exchange

Loss on fair value of swaps

( 4,213,819 )

( 1,124,770 )

Other income (expense), net

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Income tax expense

Net income attributable to noncontrolling interests

Net loss (income) attributable to noncontrolling interests

Net income attributable to Reservoir Media, Inc.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Year Ended March 31,

Other comprehensive income (loss):

Other comprehensive income:

Translation adjustments

( 3,657,271 )

Total comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests

Total comprehensive income (loss) attributable to Reservoir Media, Inc.

( 1,118,070 )

Total comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Total comprehensive income attributable to Reservoir Media, Inc.

See accompanying notes to the consolidated financial statements.

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Current portion of royalty advances

Inventory and prepaid expenses

Other current assets

Total current assets

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Equity method and other investments

Royalty advances, net of current portion

Royalty advances, net of current portion and reserves

Property, plant and equipment, net

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Reclassification of liability-classified awards to equity-classified awards

Other comprehensive loss

( 3,657,271 )

Other comprehensive income

Balance, March 31, 2024

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Vesting of restricted stock units, net of shares withheld for employee taxes

( 1,432,903 )

( 1,432,864 )

Reclassification of liability-classified awards to equity-classified awards

Distribution to noncontrolling interest holders

Net income (loss)

Other comprehensive income

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Share-based compensation

Non-cash interest charges

Loss on early extinguishment of debt

Loss (gain) on fair value of swaps

( 2,765,082 )

Amortization of deferred financing costs

Loss on fair value of swaps

Loss from equity method investment

Impairment of equity investment

Share of loss (earnings) of equity affiliates, net of tax

Dividend from equity affiliates

Gain on disposition of equity investment

Deferred income taxes

3 unchanged sentences

( 1,971,515 )

Inventory and prepaid expenses

( 1,417,051 )

Other current assets

Royalty advances

( 2,745,666 )

( 9,913,746 )

Other assets and liabilities

Accounts payable and accrued liabilities

Accounts payable, accrued expenses and deferred revenue

( 3,578,183 )

Royalties payable

Income taxes payable

4 unchanged sentences

( 50,127,625 )

Investments in affilitates

Loan to third party

( 2,517,896 )

Repayment of loan from third party

Investments in equity affiliates

( 1,100,000 )

Sale of equity investment

Purchase of property, plant and equipment

6 unchanged sentences

( 10,000,000 )

( 16,000,000 )

Proceeds from stock option exercises

Taxes paid related to net share settlement of restricted stock units

Deferred financing costs paid

( 1,432,864 )

Deferred financing costs paid

Distribution to noncontrolling interest holders

Net cash provided by financing activities

Foreign exchange impact on cash

Increase (decrease) in cash and cash equivalents

( 2,912,216 )

Increase in cash and cash equivalents

Cash and cash equivalents beginning of period

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

DESCRIPTION OF BUSINESS

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(“ ROCC ”)), a Delaware corporation (the “ Company ”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi.

On July 28, 2021 (the “ Closing Date ”), ROCC consummated the acquisition of Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”), pursuant to the agreement and plan of merger, dated as of April 14, 2021 (the “ Merger Agreement ”), by and among ROCC, Roth CH II Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCC (“ Merger Sub ”), and RHI.

On the Closing Date, Merger Sub merged with and into RHI, with RHI surviving the merger 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.

The common stock, $ 0.0001 par value per share, of the Company (the “ Common Stock ”) and warrants are traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbols “RSVR” and “RSVRW,” respectively.

The Company’s activities are organized into two operating segments:

Following a business combination between Roth CH Acquisition II Co.

(“ ROCC ”) and Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”), on July 28, 2021 (the “ Business Combination ”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $ 0.0001 par value per share, of the Company (the “ Common Stock ”) and warrants are traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbols “RSVR” and “RSVRW,” respectively.

The Company is a holding company that conducts substantially all of its business operations through Reservoir Media Management, Inc.

(“ RMM ”) and RMM’s subsidiaries.

The Company’s activities are organized into two reportable segments:

Music Publishing and Recorded Music.

Operations of the Music Publishing segment involve the acquisition of interests in music catalogs from which royalties are earned as well as signing songwriters to exclusive agreements which give the Company an interest in the future delivery of songs.

The publishing catalog includes ownership or control rights to more than 150,000 musical compositions that span across historic pieces, motion picture scores and current award-winning hits.

Operations of the Recorded Music segment involve the acquisition of sound recording catalogs as well as the discovery and development of recording artists and the marketing, distribution, sale and licensing of the music catalog.

The Recorded Music operations are primarily conducted through the Chrysalis Records platform and Tommy Boy Music, LLC (“ Tommy Boy ”), and include the ownership of over 36,000 sound recordings.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S.

GAAP ” or “ GAAP ”).

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

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All intercompany transactions and balances have been eliminated upon consolidation.

The equity method of accounting is used to account for investments in entities in which the Company has the ability to exert significant influence over the investee’s operating and financial policies.

Use of Significant Accounting Estimates

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Actual results could differ from these estimates.

Amounts Due to (from) Related Parties

The Company has various shared services agreements with a shareholder and other affiliated entities under the control of its shareholder.

These agreements cover services such as IT support and re-billed services of staff who perform services across multiple entities.

Amounts due to (from) this shareholder and other affiliated entities totaled $ 0 as of March 31, 2025 and 2024.

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Amounts Due to (from) Related Parties

The Company has various shared services agreements with a shareholder and other affiliated entities under the control of its shareholder.

These agreements cover services such as IT support, a sublease of office space, and re-billed services of staff who perform services across multiple entities.

Amounts due to (from) this shareholder and other affiliated entities totaled $ 0 as of March 31, 2024 and $( 22,500 ) as of March 31, 2023.

Foreign Currencies

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The Company monitors customer credit risk related to accounts receivable and, when deemed necessary, maintains a provision for estimated uncollectible accounts, which is estimated based on historical experience, aging trends and in certain cases, management judgments about specific customers.

Based on this analysis, the Company did not record a provision for estimated uncollectible accounts as of March 31, 2024 or March 31, 2023.

Based on this analysis, the Company did not record a provision for estimated uncollectible accounts as of March 31, 2025 or 2024.

Concentrations of Credit Risk

Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations.

Two customers accounted for approximately 34 % of total accounts receivable as of March 31, 2024 and three customers accounted for approximately 43 % of total accounts receivable as of March 31, 2023.

Three customers accounted for approximately 49 % of total accounts receivable as of March 31, 2025 and two customers accounted for approximately 34 % of total accounts receivable as of March 31, 2024.

No other single customer accounted for more than 10% of accounts receivable in either period.

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Collecting societies and associations are generally not-for-profit organizations that represent composers, songwriters and music publishers.

These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

royalties for the use of the members’ works.

These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing royalties for the use of the members’ works.

The Company does not believe there is any significant collection risk from such societies and associations.

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The Company routinely assesses the financial strength of its distribution partners and the Company does not believe there is any significant collection risk.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Acquisitions and Business Combinations

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This assessment requires an evaluation of whether the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination.

If treated as an asset acquisition, the assets are recorded on a relative fair value basis in accordance with the Company’s accounting policies and related acquisition costs are capitalized as part of the asset.

In a business combination, the Company recognizes identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date.

If treated as an asset acquisition, the assets are recorded on a relative fair value basis and related acquisition costs are capitalized as part of the asset.

If treated as a business combination, the Company recognizes identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date.

Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired in a business combination is recorded to goodwill and acquisition-related costs are expensed as incurred.

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If the Company determines that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life.

The Company had $ 402,067 of goodwill as of March 31, 2024 and 2023, which is classified with “Other assets” in the Company’s consolidated balance sheets.

The Company had $ 402,067 of goodwill as of March 31, 2025 and 2024, which is classified as “Other assets” in the Company’s consolidated balance sheets.

All of the goodwill arose in connection with an acquisition accounted for as a business combination and has been assigned to a reporting unit within the Music Publishing segment.

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The Company evaluates goodwill for potential impairment on an annual basis on the first day of the fiscal fourth quarter (January 1), or at other times during the year if events or circumstances indicate that it is more-likely-than-not (greater than 50%) that the fair value of a reporting unit is below the carrying amount.

In reviewing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the estimated fair value of a reporting

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

unit is less than its carrying amount.

If the Company elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount.

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Changes in market conditions, laws and regulations, and key assumptions could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments in Equity Affiliates

The Company accounts for investments in affiliates using the equity method of accounting when it has significant influence over an affiliate’s operations.

The Company’s share of investee’s net income or loss and basis difference amortization is classified as “Interest and other income” in the consolidated statements of income.

The Company also holds investments in equity securities of unconsolidated entities in which the Company is not able to exercise significant influence, that do not have readily determinable market values.

The Company accounts for these investments using a measurement alternative that measures these securities at initial cost, minus any impairment, plus or minus changes resulting from observable price changes on a non-recurring basis.

The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3 with gains or losses, if any, classified as Other income (expense), net in the consolidated statements of loss (income).

During the fiscal year ended March 31, 2024, the Company recognized an impairment charge of $ 991,105 to writedown one of these investments to its estimated fair value.

The Company accounts for investments in equity affiliates using the equity method of accounting when it has the ability to exert significant influence over an investee’s operating and financial policies.

The Company’s share of equity method investee’s net income or loss is classified as “Other income (expense), net” in the consolidated statements of income.

The Company also holds investments in equity affiliates consisting of securities of unconsolidated entities in which the Company is not able to exercise significant influence, and that do not have readily determinable market values.

The Company accounts for these equity investments using a measurement alternative that measures these securities at initial cost, minus any impairment, plus or minus changes resulting from observable price changes on a non-recurring basis.

The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3 with gains or losses, if any, classified as “Other income (expense), net” in the consolidated statements of income.

The Company recognized an impairment charge of $ 499,998 to write-down an equity investment to its estimated fair value during the fiscal year ended March 31, 2025.

Additionally, a separate equity investment was sold during the fiscal year ended March 31, 2025, which resulted in recognition of a gain of $ 103,715 .

Prior to this disposition, the Company recognized an impairment charge of $ 991,105 to write-down this equity investment to its estimated fair value during the fiscal year ended March 31, 2024.

Deferred Revenue

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See Note 7, “ Secured Line of Credit ” for additional information with respect to the Company’s financing arrangements.

The Company recognizes revenue when, or as, control of the promised services or goods is transferred to its customers and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods.

The Company recognizes revenue when, or as, control of the promised services or goods is transferred to its customers and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Music Publishing

Music Publishing revenues are earned in the form of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks.

Music Publishing revenues are earned in the form of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks and typically involve a single performance obligation.

Royalties principally relate to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images.

Music publishing royalties, except for synchronization royalties, are recognized when the sale or usage occurs.

Music publishing royalties, except for synchronization royalties, are recognized when the sale or usage occurs in accordance with the sales or usage-based royalty exception under ASC 606.

The most common form of consideration for publishing contracts is sales- and usage-based royalties.

The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in

The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears.

Royalties are recognized as the sale or usage occurs based upon usage reports when these reports are available for the reporting period or estimates of royalties based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends when usage reports are not available for the reporting period.

Synchronization revenue is typically recognized as revenue when the customer has a right to access the license, which is when control is transferred to the customer.

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Synchronization revenue is recognized as revenue when control of the license is transferred to the customer.

Recorded Music

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Royalties are calculated using negotiated rates in accordance with the songwriter and recording artist contracts.

Calculations are based on revenue earned or user/usage measures or a combination of these.

Calculations are based on revenue earned or user/usage measures or by a combination of these calculations.

There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed.

In some instances, the Company commits to pay its songwriters and recording artists royalties in advance of future sales.

The Company accounts for these advances under the related guidance in the Financial Accounting Standards Board (the “ FASB ”) Accounting Standards Codification (“ ASC ”) Topic 928, “ Entertainment—Music ” (“ ASC 928 ”).

The Company accounts for these advances under the related guidance in FASB ASC Topic 928, “ Entertainment—Music ” (“ ASC 928 ”).

Under ASC 928, the Company capitalizes as assets certain advances, which it believes are recoverable from future royalties to be earned by the songwriter or recording artist when paid.

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To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made.

During the fiscal years ended March 31, 2025 and 2024, no expense was recognized for advances deemed unrecoverable.

Share-Based Compensation

Compensation expense related to the issuance of share-based awards to the Company’s employees and board of directors is measured at fair value on the grant date.

Share-based compensation consists primarily of restricted stock units (“ RSUs ”) granted under the Reservoir Media, Inc.

2021 Omnibus Incentive Plan (the “ 2021 Incentive Plan ”).

The Company measures compensation expense for RSUs based on the fair value of the award on the date of grant.

The grant date fair value for RSUs is based on the closing market

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Share-Based Compensation

Compensation expense related to the issuance of share-based awards to the Company’s employees and board of directors is measured at fair value on the grant date.

price of the Company’s Common Stock on the date of grant.

The Company uses the Black-Scholes option pricing model to value stock options.

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by weighted average common shares outstanding.

Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional shares for potential dilutive effects of stock options, restricted stock units (“ RSU’s ”) and warrants outstanding during the period.

The dilutive effects of stock options, RSU’s and warrants are calculated in accordance with the treasury stock method.

Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional shares for potential dilutive effects of RSUs, stock options and warrants outstanding during the period.

The dilutive effects of RSUs, stock options and warrants are calculated in accordance with the treasury stock method.

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

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The Company reports in accordance with ASC Topic 220, “ Comprehensive Income ” (“ ASC 220 ”).

ASC 220 requires companies to classify items of other comprehensive income (loss) by their nature in the financial statements and display the accumulated balance of

ASC 220 requires companies to classify items of other comprehensive income (loss) by their nature in the financial statements and display the accumulated balance of other comprehensive income (loss) separately from capital stock and retained earnings in the shareholders’ equity section of a statement of financial position.

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

other comprehensive income (loss) separately from capital stock and retained earnings in the shareholders’ equity section of a statement of financial position.

Derivative Financial Instruments

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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 registration statement declared effective under the Securities Act or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

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 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 statements with another public company that is neither an emerging growth company

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

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 election to opt out is irrevocable.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-09, Income Taxes (Topic 740):

In November 2024, the FASB issued Accounting Standards Update (“ ASU ”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ ASU 2024-03 ”), which will require disclosure of additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on its disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ ASU 2023-09 ”), which expands income tax disclosures, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information.

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The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its disclosures upon adoption.

Accounting Standards Recently Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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ASU 2023-07 does not remove existing segment disclosure requirements or change how a public entity identifies its operating segments, aggregates those operating segments, or determines its reportable segments.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and subsequent interim periods with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements.

The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on its disclosures upon adoption.

Accounting Standards Recently Adopted

In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ” (“ ASU 2016-13 ”), which replaces the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses.

Subsequent to ASU 2016-13, the FASB has issued several related ASUs amending the original ASU 2016-13.

The updates are intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

For the Company, ASU 2016-13 was effective beginning April 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.

The Company adopted this guidance during the fiscal year ended March 31, 2025, and added necessary disclosures upon adoption as disclosed in Note 17, “ Segment Reporting .”

REVENUE RECOGNITION

For the Company’s operating segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable.

For the Company’s operating and reportable segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable.

The Company identifies the performance obligations and determines the transaction price associated with the contract.

Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods.

Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods.

Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties.

Royalty revenue is recognized when the subsequent sale or

Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company.

The Company recognized revenue of $ 4,382,721 and $ 3,720,376 from performance obligations satisfied in previous periods for the fiscal years ended March 31, 2025 and 2024, respectively.

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

usage occurs using the best estimates available of the amounts that will be received by the Company.

The Company recognized revenue of $ 3,720,376 and $ 3,478,970 from performance obligations satisfied in previous periods for the fiscal years ended March 31, 2024 and 2023, respectively.

Revenue recognized from performance obligations satisfied in previous periods for the fiscal year ended March 31, 2023 was impacted by an update to estimated Music Publishing royalties based on the Company’s estimate of effects arising from the July 2022 ruling by the U.S.

Copyright Royalty Board (the “ CRB ”) to affirm increases to the statutory royalty rate structure for mechanical royalties in the U.S.

for the period 2018 to 2022.

For much of the period between 2018 and 2022, most digital service providers accounted and submitted payment to the Company using the applicable 2017 rate while the remand process took place.

Disaggregation of Revenue

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Music publishers act as copyright owners and/or administrators of the musical compositions and generate revenues related to the exploitation of musical compositions (as opposed to recorded music).

Music publishers receive royalties from the use of the musical

Music publishers receive royalties from the use of the musical compositions in public performances, digital and physical recordings, and through synchronization (the combination of music with visual images).

RESERVOIR MEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

compositions in public performances, digital and physical recordings, and through synchronization (the combination of music with visual images).

Performance revenues are received when the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations ( e.g.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Deferred Revenue

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Balance at end of period

During the fiscal years ended March 31, 2025 and 2024, substantially all the deferred revenue balance at the beginning of the period was recognized as revenue during the period.

In the ordinary course of business, the Company regularly acquires publishing and recorded music catalogs, which are typically accounted for as asset acquisitions.

During the fiscal years ended March 31, 2025 and 2024, the Company completed such acquisitions totaling $ 104,252,219 and $ 46,488,896 , respectively, inclusive of deferred acquisition payments.

The Company did not complete any individually significant acquisition transactions during the fiscal years ended March 31, 2024 and 2023.

Music catalogs acquired during the fiscal years ended March 31, 2025 and 2024 were determined to have a useful life of 30 years .

INTANGIBLE ASSETS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

expected to be recouped within the next twelve months are classified as current assets, with the remainder classified as noncurrent assets.

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( 14,544,655 )

Foreign currency translation

Balance at end of period

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Credit Facilities

Reservoir Media Management, Inc.

(“ RMM ”), a subsidiary of RHI, is a borrower under a revolving credit agreement (the “ RMM Credit Agreement ”) governing RMM’s secured line of credit (the “ Senior Credit Facility ”), as amended and refinanced in connection with the consummation of the Business Combination.

On December 16, 2022, RMM entered into an amendment (the “ Second Amendment ”) to the RMM Credit Agreement.

The Second Amendment amended the RMM Credit Agreement to (i) increase RMM’s senior secured revolving credit facility from $ 350,000,000 to $ 450,000,000 , (ii) increase the incremental borrowing available under the facility’s accordion feature (discussed below) from $ 50,000,000 to $ 150,000,000 , (iii) extend the maturity date of the loans advanced under the RMM Credit Agreement from October 16, 2024 to December 16, 2027, (iv) modify the interest rate to be equal to either the sum of a base rate plus a margin of 1.00 % or the sum of a SOFR rate plus a margin of 2.00 %, in each case subject to a 0.25 % increase based on a consolidated net senior debt to library value ratio, (v) remove the existing total leverage ratio financial covenant of no greater than 7.50 :1.00 (net of up to $ 20,000,000 of certain cash balances) as of the end of each fiscal quarter, (vi) reduce the minimum required fixed charge coverage ratio financial covenant to 1.10 :1.00 and (vii) modify the consolidated senior debt to library value ratio financial covenant to 0.450 , subject to certain adjustments.

In connection with the Second Amendment, during the fiscal year ended March 31, 2023, RMM recorded a loss on early extinguishment of debt of approximately $ 914,000 that reflects the write-off of a portion of unamortized previous debt issuance costs and capitalized approximately $ 3,500,000 in new debt issuance costs.

RMM is a borrower under a revolving credit agreement (as amended or supplemented from time to time, the “ RMM Credit Agreement ”) governing RMM’s secured line of credit (the “ Senior Credit Facility ”).

The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027.

The interest rate on borrowings under the Senior Credit Facility is equal to, at our option, either the sum of a base rate plus a margin of 1.00 % or the sum of a Secured Overnight Financing Rate (“ SOFR ”) rate plus a margin of 2.00 %, in each case subject to a 0.25 % increase based on a consolidated net senior debt to library value ratio.

RMM is required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25 % per annum.

3 unchanged sentences

If RMM does not comply with the covenants in the RMM Credit Agreement, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Senior Credit Facility.

The Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $ 150,000,000 that would increase the Senior Credit Facility.

As of March 31, 2025, the Senior Credit Facility had a borrowing capacity of $ 450,000,000 , with remaining borrowing availability of $ 58,171,590 .

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

As of March 31, 2024, the Senior Credit Facility had a borrowing capacity of $ 450,000,000 , with remaining borrowing availability of $ 114,171,590 .

Interest Rate Swaps

At March 31, 2024, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR with reference to notional amounts adjusted to match the amended scheduled principal repayments pursuant to the Senior Credit Facility, which was originally based on LIBOR.

At March 31, 2025, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR with reference to notional amounts adjusted to match the amended scheduled principal repayments pursuant to the Senior Credit Facility:

Notional Amount at

1 unchanged sentence

March 31, 2025

March 10, 2022

September 30, 2024

March 10, 2022

September 2024

December 2027

September 30, 2024

December 2027

September 30, 2024

December 2027

In February 2024, the Company entered into an interest rate swap in the amount of $ 50,000,000 , which is reflected in the table above.

This swap has an effective date of September 30, 2024, which coincides with the expiration of the Company’s existing swaps, and a maturity date of December 16, 2027, which corresponds to the maturity date of the loans advanced under the RMM Credit Agreement.

The Company will pay a fixed rate of 3.961 % and receive a floating interest from the counterparty based on SOFR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement.

On September 30, 2024, three previous interest rate swaps expired with original notional amounts of $ 8,875,000 , $ 88,098,862 and $ 53,030,237 .

Through the expiration date of these previous interest rate swaps, RMM paid fixed rates of 1.53 %, 1.422 % and 0.972 %, respectively, to the counterparty and received a floating interest payment from the counterparty based on SOFR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement.

OTHER LIABILITIES

The Company’s other current liabilities consist primarily of obligations related to certain asset purchases and acquisitions that are due within the next twelve months, which totaled $ 6,345,193 and $ 9,883,039 as of March 31, 2024 and March 31, 2023, respectively.

The Company’s other current liabilities consist primarily of obligations related to certain asset purchases and acquisitions that are due within the next twelve months, which totaled $ 6,966,109 and $ 6,345,193 as of March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company’s other non-current liabilities, which consist primarily of obligations related to certain asset purchases and acquisitions that are due more than a year in the future, are as follows:

2 unchanged sentences

( 2,033,224 )

( 2,167,419 )

Income before income taxes

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

The provision for income taxes consists of the following for the fiscal years ended March 31:

The provision (benefit) for income taxes consists of the following for the fiscal years ended March 31:

Current income taxes:

15 unchanged sentences

Remeasurement of deferred tax balances

Return to provision adjustments

Return to provision

Executive compensation

1 unchanged sentence

Effective income tax rate

During the fiscal year ended March 31, 2024, the Company remeasured its state and local deferred tax liabilities in the United States due to a change in the estimated state and local effective tax rates resulting in a significant decrease in its effective tax rate.

The decrease in the estimate of the applicable future tax rates used to measure the state and local deferred tax liabilities in the United States resulted in incremental tax benefit of $ 405,229 due to the decrease in the value of deferred tax liabilities.

This benefit was partially offset by the impact of incremental tax expense of $ 247,750 during the fiscal year ended March 31, 2024 due to an impairment charge of $ 991,105 to writedown an equity investment in the United Kingdom to its estimated fair value, which is not deductible for United Kingdom income tax purposes.

During the fiscal year ended March 31, 2023, the Company changed its estimate of the applicable tax rate used to measure its international deferred tax liabilities in the United Kingdom resulting in a significant increase in its effective tax rate.

The increase in the estimate of the applicable future tax rate from 19 % to 25 % used to measure the international deferred tax liabilities in the United Kingdom resulted in incremental tax expense of $ 3,558,874 due to the increase in the value of deferred tax liabilities.

This benefit was partially offset by the impact of incremental tax expense of $ 247,750 during the fiscal year ended March 31, 2024 due to an impairment charge of $ 991,105 to write-down an equity investment in the United Kingdom to its estimated fair value, which was not deductible for United Kingdom income tax purposes.

The Company’s effective tax rate also may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses.

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Significant components of the Company’s deferred income tax liability as of March 31, 2025 and 2024 are as follows:

4 unchanged sentences

Unrealized foreign exchange losses

Equity investment

Equity investments

Total deferred tax assets

9 unchanged sentences

( 1,253,279 )

( 1,553,150 )

Unrealized foreign exchange gains

Branch earnings

5 unchanged sentences

( 30,471,978 )

As of March 31, 2024, the Company has income tax net operating loss carryforwards of $ 48,628,931 related to the U.S.

As of March 31, 2025, the Company has income tax net operating loss carryforwards of $ 51,016,929 .

The Company has recorded a deferred tax asset of $ 683,621 reflecting the benefit of $ 51,016,929 in loss carryforwards.

Such net operating loss carryforwards will expire as follows:

United Arab Emirates

No expiration date

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

SUPPLEMENTARY CASH FLOW INFORMATION

3 unchanged sentences

Non-cash investing and financing activities for the fiscal years ended March 31, 2025 and 2024 were comprised of the following:

Acquired intangible assets included in other liabilities

Acquired intangible assets included in other current liabilities and other liabilities

Deferred income taxes associated with acquired intangible assets

Reclassification of liability-classified awards to equity-classified awards

12 unchanged sentences

2021 Incentive Plan

On July 28, 2021, in connection with the Business Combination, the Company adopted the Reservoir Media, Inc.

2021 Omnibus Incentive Plan (the “ 2021 Incentive Plan ”), which became effective on such date.

On July 28, 2021, in connection with the Business Combination, the Company adopted the 2021 Incentive Plan, which became effective on such date.

9,726,247 authorized shares of Common Stock were reserved for issuance under the 2021 Incentive Plan.

In addition, pursuant to terms of the Merger Agreement, at the effective time of the

In addition, at the effective time of the Business Combination, options previously granted under the Reservoir Holdings, Inc.

2019 Long Term Incentive Plan (the “ Previous RHI 2019 Incentive Plan ”) to purchase shares of RHI Common Stock were converted into options to purchase 1,494,848 shares of Common Stock pursuant to the 2021 Incentive Plan.

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Business Combination, options previously granted under the Reservoir Holdings, Inc.

Beginning on April 1, 2022 and ending on March 31, 2031, the aggregate number of shares of Common Stock that may be issued under the 2021 Incentive Plan will automatically increase by the lesser of (a) 3 % of the total number of shares of Common Stock issued and outstanding on the last day of the preceding fiscal year on a fully diluted basis and assuming that all shares available for issuance under the 2021 Incentive Plan are issued and outstanding, or (b) such number of shares determined by the Board.

6 unchanged sentences

Share-based compensation expense is classified as “Administration expenses” in the accompanying consolidated statements of income.

During the fiscal years ended March 31, 2024 and 2023, the Company granted restricted stock units (“ RSUs ”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount.

As of March 31, 2025, total unrecognized compensation cost related to share-based compensation arrangements was $ 2,275,787 , which is expected to be recognized over a weighted average period of approximately 2.9 years.

During the fiscal years ended March 31, 2025 and 2024, the Company granted RSUs to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount.

Prior to the issuance of these RSUs, the Company classified these awards as liabilities.

Upon issuance of the RSU’s the awards became equity-classified as they no longer met the criteria to be liability-classified and liabilities of $ 744,167 and $ 1,171,428 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the fiscal years ended March 31, 2024 and 2023, respectively.

Upon issuance of the RSUs the awards became equity-classified as they no longer met the criteria to be liability-classified and liabilities of $ 802,500 and $ 744,167 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the fiscal years ended March 31, 2025 and 2024, respectively.

Restricted Stock Units

During the fiscal year ended March 31, 2024 and 2023, the Company granted RSUs to certain employees and executive officers under the 2021 Incentive Plan.

During the fiscal years ended March 31, 2025 and 2024, the Company granted RSUs to certain employees and executive officers under the 2021 Incentive Plan.

RSUs are not entitled to dividends or dividend equivalents and are not considered to be participating securities.

During the fiscal year ended March 31, 2024, 233,783 of these RSUs vested, with the remainder scheduled to vest over the following 2.2 years.The Company records share-based compensation expense for RSUs based on their grant date fair value.

The Company records share-based compensation expense for RSUs based on their grant date fair value.

The following is a summary of RSU activity for the fiscal year ended March 31, 2025:

Outstanding as of April 1, 2024

Vested and settled

Outstanding as of March 31, 2025

Outstanding RSUs as of April 1, 2023, and RSUs vested and settled during the fiscal year ended March 31, 2024 include 217,864 RSUs with a weighted average grant date fair value of $ 1,392,157 that vested on March 31, 2023 and converted to common shares in April 2023.

Outstanding RSUs as of March 31, 2024, include 16,722 RSUs with a weighted average grant date fair value of $ 110,833 that vested on March 31, 2024, which will convert to common shares at future dates.

Outstanding RSUs as of April 1, 2024, include 16,722 vested RSUs with a weighted average grant date fair value of $ 110,833 .

Settled RSUs in the table above includes 9,011 of these RSUs vested as of April 1, 2024, which converted to common shares during the fiscal year ended March 31, 2025.

During the fiscal year ended March 31, 2025, 566,959 RSUs vested, of which 5,034 RSUs will convert to common shares at future dates.

The remaining 561,925 RSUs converted to common shares during the fiscal year ended March 31, 2024 and are reflected as Settled RSUs in the table above.

Outstanding RSUs as of March 31, 2025, include 12,745 vested RSUs with a weighted average grant date fair value of $ 93,333 , which will convert to common shares at future dates.

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

The total fair value, determined as of the date of vesting, of RSUs vested and converted to common shares of the Company during the fiscal year ended March 31, 2024 was $ 2,705,309 .

The total fair value, determined as of the date of vesting, of RSUs vested and settled during the fiscal years ended March 31, 2025 and 2024 was $ 4,490,048 and $ 2,705,309 .

Stock Options

All stock options outstanding as of March 31, 2024 were granted under the Previous RHI 2019 Inventive Plan.

All stock options outstanding as of March 31, 2025 were granted under the Previous RHI 2019 Incentive Plan.

Each option to acquire a share of RHI Common Stock issued under the Previous RHI 2019 Incentive Plan that was outstanding immediately prior to the consummation of the Business Combination became fully vested in accordance with the original terms of the awards.

Each fully vested option was then converted into an option to purchase shares of Common Stock, with the number of shares of Common Stock subject to the options and exercise price adjusted commensurately with the Exchange Ratio of 196.06562028646 , as defined in the Merger Agreement.

Prior to vesting, the Company recorded share-based compensation expense for stock options based on the estimated fair value of the stock options on the date of the grant using the Black-Scholes option-pricing model.

The following table is a summary of stock option activity under the Plan for the fiscal year ended March 31, 2024:

The following table is a summary of stock option activity under the 2021 Incentive Plan for the fiscal year ended March 31, 2025:

Outstanding as of April 1, 2024

15 unchanged sentences

Earnings per common share - diluted

Because of their anti-dilutive effect, 5,887,500 shares of Common Stock equivalents comprised of warrants have been excluded from the diluted earnings per share calculation for the fiscal year ended March 31, 2025.

Because of their anti-dilutive effect, 5,948,391 shares of Common Stock equivalents comprised of 60,891 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the fiscal year ended March 31, 2024.

Because of their

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

anti-dilutive effect, 5,914,526 shares of Common Stock equivalents comprised of 27,026 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the fiscal year ended March 31, 2023.

FINANCIAL INSTRUMENTS

7 unchanged sentences

As described in Note 7, “ Secured Line of Credit, ” the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its Credit Facilities.

The fair value of the outstanding interest rate swaps consisted of a $ 5,753,488 asset and a $ 121,374 liability at March 31, 2024, and a $ 6,756,884 asset as of March 31, 2023.

The fair value of the outstanding interest rate swaps consisted of a $ 1,828,303 asset and a $ 410,008 liability as of March 31, 2025 and a $ 5,753,488 asset and a $ 121,374 liability as of March 31, 2024.

Fair value is determined using Level 2 inputs, which are based on quoted prices and market observable data of similar instruments.

The change in the unrealized fair value of the swaps during the fiscal year ended March 31, 2025 of $ 4,213,819 was driven primarily by the September 2024 decrease in SOFR, as well as the time value of the swaps that expired on September 30, 2024, partially offset by marking to market our current interest rate swap hedges and was recorded as a Loss on fair value of swaps.

The change in the unrealized fair value of the swaps during the fiscal year ended March 31, 2024 of $ 1,124,770 was recorded as a Loss on fair value of swaps.

The change in the unrealized fair value of the swaps during the fiscal year ended March 31, 2023 of $ 2,765,082 was recorded as a Gain on fair value of swaps.

9 unchanged sentences

The Company recognizes a right-of-use (“ ROU ”) asset and lease liability at lease commencement, which are measured by discounting lease payments using the Company’s incremental borrowing rate as the discount rate.

The Company determines the

The Company determines the incremental borrowing rate applicable to each lease by reference to its outstanding secured borrowings and implied spreads over the risk-free discount rates that correspond to the term of each lease.

Subsequent amortization of the ROU asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the lease term.

Reductions of the ROU

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

incremental borrowing rate applicable to each lease by reference to its outstanding secured borrowings and implied spreads over the risk-free discount rates that correspond to the term of each lease.

Subsequent amortization of the ROU asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the lease term.

Reductions of the ROU asset and the change in the lease liability are included in changes in Other long-term assets and liabilities in the Consolidated Statement of Cash Flows.

asset and the change in the lease liability are included in changes in Other long-term assets and liabilities in the Consolidated Statement of Cash Flows.

The Company reassesses lease classification and remeasures ROU assets and lease liabilities when a lease is modified and that modification is not accounted for as a separate contract or upon certain other events that require reassessment.

18 unchanged sentences

Weighted-average discount rate

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Maturities of the Company’s operating lease liabilities as of March 31, 2025 were as follows for the fiscal years ending March 31:

6 unchanged sentences

Operating lease liabilities, net of current portion

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONTINGENCIES AND COMMITMENTS

10 unchanged sentences

The Company believes that losses resulting from these matters, if any, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

All such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued for within these consolidated financial statements.

The Company was involved in a royalty dispute, which commenced in 2017, and was settled in October 2023 (the “ Royalty Dispute ”).

Under the terms of the Company’s royalty contract, the Company was indemnified for legal expenses and attorneys’ fees incurred by the Company in connection with the Royalty Dispute, including, without limitation, the right to withhold royalties or offset all such legal expenses and attorneys’ fees against royalties otherwise owed under the contract.

All such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued within these consolidated financial statements.

The Company had been involved in a royalty dispute, which commenced in 2017 (the “ Royalty Dispute ”).

Under the terms of the Company’s royalty contract, the Company is indemnified for legal expenses and attorneys’ fees incurred by the Company in connection with the Royalty Dispute, including, without limitation, the right to withhold royalties or offset all such legal expenses and attorneys’ fees against royalties otherwise owed under the contract.

The Company recorded legal expenses and attorneys’ fees incurred as recoupable advances against the royalty account under such contract beginning in 2017.

1 unchanged sentence

Following such mediation and associated settlement negotiations, the Company agreed to pay previously accrued but unpaid royalties plus interest and forego its right to recoup its historical legal expenses and attorneys’ fees in order to resolve the Royalty Dispute.

Consequently, during the year ended March 31, 2024, the Company recorded approximately $ 2,700,000 of Administration expenses to write-off recoupable legal expenses and attorneys’ fees and recorded $ 620,000 of interest expense based on amounts it paid in October 2023.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

Consequently, during the fiscal year ended March 31, 2024, the Company recorded approximately $ 2,700,000 of Administration expenses to write-off recoupable legal expenses and attorneys’ fees and recorded $ 620,000 of interest expense based on amounts it paid in October 2023, pursuant to a final settlement agreement reached on October 3, 2023 to resolve the Royalty Dispute.

SEGMENT REPORTING

The Company’s business is organized in two reportable segments:

Music Publishing and Recorded Music.

The Company’s business is organized in three operating segments, one of which does not meet the quantitative thresholds for determining reportable segments and two reportable segments, consisting of Music Publishing and Recorded Music.

The Company identified its Chief Executive Officer as its CODM.

The Company’s CODM evaluates financial performance of its segments based on several factors, of which the primary financial measure is operating income before depreciation and amortization (“ OIBDA ”).

The accounting policies of the Company’s business segments are consistent with the Company’s policies for the consolidated financial statements.

The CODM regularly reviews trends in OIBDA and compares OIBDA results to budgets to evaluate the profitability of the segments.

During the annual budget process, the CODM also considers OIBDA to assist in the allocation of resources to the segments.

The accounting policies of the Company’s operating and reportable segments are consistent with the Company’s policies for the consolidated financial statements.

The Company does not have sales between segments.

The following tables present total revenue and reconciliation of OIBDA to operating income by segment for the fiscal years ended March 31, 2024 and 2023:

The following tables present total revenue by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

information regularly provided to the CODM, and reconciliation of OIBDA to income before income taxes for the fiscal years ended March 31, 2025 and 2024:

Fiscal Year Ended March 31, 2025

Total revenue

Reconciliation of OIBDA to operating income:

Operating income

Significant segment expenses:

Cost of revenue

Administration expenses

Amortization and depreciation

Operating income

Interest expense

( 21,883,321 )

Gain on foreign exchange

Loss on fair value of swaps

( 4,213,819 )

Other income (expense), net

Income before income taxes

Fiscal Year Ended March 31, 2024

Total revenue

Reconciliation of OIBDA to operating income:

Operating income

Significant segment expenses:

Cost of revenue

Administration expenses

Amortization and depreciation

Operating income

Interest expense

( 21,087,713 )

Loss on foreign exchange

Loss on fair value of swaps

( 1,124,770 )

Other income (expense), net

( 1,089,442 )

Income before income taxes

The Company’s CODM manages assets on a consolidated basis.

Accordingly, segment assets are not reported to the Company’s CODM, used to allocate resources or assess performance of the segments, and therefore, total segment assets have not been disclosed.

Accordingly, segment assets are not reported to the Company’s CODM nor used to allocate resources or assess performance of the segments, and therefore, total segment assets have not been disclosed.

Total long-lived assets by country are as follows as of March 31, 2025 and 2024:

1 unchanged sentence

United Kingdom

During the fiscal years ended March 31, 2024 and 2023, a single external customer accounted for 11 % and 10 %, respectively, of total revenues, and is included in both the Music Publishing and Recorded Music segments.

During the fiscal years ended March 31, 2025 and 2024, a single external customer accounted for 11 % of total revenues and is included in both the Music Publishing and Recorded Music segments.

No other customer accounted for more than 10% of revenue.

1 unchanged sentence

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 8. Financial Statements and Supplementary Data