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What changed in Reservoir Media, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Reservoir Media, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+294 added−294 removedSource: 10-K (2025-05-28) vs 10-K (2024-05-30)

Top changes in Reservoir Media, Inc.'s 2025 10-K

294 paragraphs added · 294 removed · 237 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAdditionally, 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. 3 Table of Contents 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.
Biggest changeAdditionally, through more individual or 3 Table of Contents estate acquisitions over the last five years, we have added catalogs from luminaries such as Sonny Rollins, Louis Prima, Bob Crewe, Mannie Fresh, Alabama, Fred Rister and many others.
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 represent copyrights and master recordings dating back as far as the early 1900s through today, with hundreds of #1 releases worldwide.
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 reportable segments—Music Publishing and Recorded Music. We represent copyrights and master recordings dating back as far as the early 1900s through today, with hundreds of #1 releases worldwide.
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.
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 direct licensing agreements with platforms including TikTok, Peloton, Meta and Snap.
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 2015, we expanded our catalog of film music 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 , and the Dark Knight franchise, among others. In 2020, we created a frontline film production music investment initiative with Atlantic Screen Group.
Acquisition of these income participation interests is typically in connection with recordings that are owned, controlled, and marketed by the major record labels. 7 Table of Contents 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.
Acquisition of these income participation interests is typically in connection with recordings that are owned, controlled and marketed by the major record labels. 7 Table of Contents Sales, Distribution & Royalties We generate revenues from the new releases of frontline artists and our catalog of recordings. We also actively repackage music from our catalog to form new products.
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 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, among others.
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.
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 2024. 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.
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.
We acquired London-based Blue Raincoat Music Ltd and its label platform Chrysalis Records in 2019, thereby adding recorded music operations to our business, as well as the sound recordings of Sinéad O’Connor, The Specials, Generation X, and The Waterboys.
In the case of a musical composition with words that is protected by copyright on or after November 1, 2013, the member states of the EU are required to calculate the life of the author plus 70 years term from the date of death of the last surviving author of the lyrics and the composer of the musical composition, provided that both contributions were specifically created for the musical composition.
In the case of a musical composition with words that is protected by copyright on or after November 1, 2013, the member states of the EU are required to calculate the life of the 11 Table of Contents author plus 70 years term from the date of death of the last surviving author of the lyrics and the composer of the musical composition, provided that both contributions were specifically created for the musical composition.
The recorded music industry is also highly competitive and dominated by three companies. 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.
The recorded music industry is also highly competitive and dominated by three companies. 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 Music & Copyright and public company filings.
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.
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 other ways consumers use their disposable income for media and entertainment.
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 as a global team.
In addition, our synchronization team adds 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 as a global team.
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.
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.
See “ Risk Factors 8 Table of Contents - 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.
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.
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.
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 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.
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.
We endeavor 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.
The frontline Recorded Music 10 Table of Contents 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.
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.
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. 11 Table of Contents Intellectual Property Copyrights Our business is dependent on our ability to maintain rights in musical compositions and sound recordings through copyright protection.
Outside of these three companies there are numerous participants, including independent recorded music companies, that collectively account for approximately 30% of the global recorded music market. Intellectual Property Copyrights Our business is dependent on our ability to maintain rights in musical compositions and sound recordings through copyright protection.
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.
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, known as grand rights.
For example, we encourage recording artists to record and 6 Table of Contents 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.
For example, we encourage recording artists to record and include our musical compositions in 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.
Our History 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.
Our History Established in 2007, we are an active music company 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, which included rap, hip - hop and pop music of the 1990s and 2000s.
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.
Within our Recorded Music business, we have completed and integrated the acquisitions of entire labels, including Chrysalis Records, Tommy Boy and New State, and believe we are well-positioned to ingest additional master recordings into our platform resulting in additional operating leverage as we scale.
(“ 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.
(“ BMI ”) and SESAC in the U.S., the Mechanical-Copyright Protection Society and the Performing Right Society in the U.K., and the Society of Composers, Authors, and Music Publishers of Canada and the Canadian Musical Reproduction Rights Agency in Canada.
Information contained in our website does not constitute a part of this report or our other filings with the SEC.
Information contained in our website does not constitute a part of this report or our other filings with the SEC. 12 Table of Contents
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.
Digital formats include streaming, downloads and the ongoing proliferation of novel access points like video gaming and social media. Physical formats include CDs, vinyl albums and cassettes. Synchronization royalties stem from the use of the musical composition in combination with visual images.
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.
The publishing catalog includes historic compositions written and performed by greats like Joni Mitchell, The Isley Brothers, Sonny Rollins, Louis Prima, and John Denver.
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.
Throughout the world, synchronization licenses are 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.
Government interventions in the U.S. 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 ”).
We expect government interventions in the U.S. and the European Union (“ EU ”) to result in additional increased revenues for the music entertainment industry, at least in the near-term. Music Modernization Act (the “ MMA ”).
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.
We are 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 markets that we expect to represent much of the future growth in the music industry.
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.
During 2022, The National Music Publishers’ Association (“ NMPA ”), the Nashville Songwriters Association International and the Digital Media Association announced a settlement regarding the U.S. mechanical streaming royalty rates for 2023-2027.
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. 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.
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. With experience across music publishing and recorded music, our marketing team executes long-term campaigns and adapts quickly to changes in the marketplace.
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.
Well-Positioned to Capitalize on the Growth of the International Music Industry Driven by Streaming In its 2024 Global Music Report, the IFPI reported that global recorded music industry revenues grew 4.8% in 2024, marking a tenth consecutive year of growth. That growth was driven by streaming revenue, which grew 7.3% overall.
Our M&A practice is committed to both catalog acquisition and strategic expansion of the roster. Our Music Publishing business contributed approximately $96.2 million to our revenues for the year ended March 31, 2024, representing approximately 66% of our revenues.
Our M&A practice is committed to both catalog acquisition and strategic expansion of the roster. Our Music Publishing business contributed approximately $107.4 million to our revenues for the year ended March 31, 2025, representing approximately 68% of our revenues.
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.
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 a vast collection of compositions, including numerous pop hits, American standards, and motion picture and theatrical compositions.
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.
According to the IFPI, the recorded music industry generated $29.6 billion of revenue globally in 2024, reflecting year-over-year growth of 4.8%. 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.
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.
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 who are capable of both immediate hits, and the market potential for longevity and lasting impact.
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.
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 songwriter and artist roster, and our Company. Advocacy & Educational Efforts Advocating for our creators is important to our business.
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.
We believe Reservoir’s stake in PopArabia has put us in the position to capture 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.
Copyright Act. ” 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).
Copyright Act, which may adversely affect our business, cash flows, and financial condition .” 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).
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 segments are thriving. Streaming was the key driver for industry growth in 2023.
During the previous five years, we have deployed and committed approximately $640 million in capital through the acquisitions, frontline deals and other initiatives outlined above. Industry Overview The global music entertainment industry is experiencing significant growth. Within the larger music entertainment space, the music publishing and recorded music segments are thriving.
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.
In particular, in 2024 paid subscription accounts rose to 752 million users, which accounted for approximately $15.1 billion in revenue, an increase of 9.5% year-over-year, and represented over 51.2% of total global recorded music revenues.
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. 5 Table of Contents Royalties & Revenue Generation Music publishers generally generate revenues by receiving royalties pursuant to public performance, digital, mechanical, synchronization and other licenses.
According to Music & Copyright, the music publishing industry generated $9.0 5 Table of Contents 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.
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.
Our longstanding relationships within the creative community also provide our creators with a wide network of collaborators, which is an important part of helping their long-term success. Our creative and artist and repertoire (“A&R”) teams are further complemented by our marketing services team, which provides high-touch, bespoke services.
Many of our catalog artists continue to appeal to audiences long after they cease releasing new music. We have a process for sustaining sales across our catalog releases.
Many of our catalog artists continue to appeal to audiences long after they cease releasing new music.
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.
Through this distribution network, our music is marketed, distributed and sold to retail and wholesale distributors, various distribution centers and ventures operating internationally, and digital partners, including streaming services. The distribution is handled by a network of partners that includes Proper, PIAS, Secretly, Alliance and MERLIN.
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.
YouTube increased prices of its individual and family plan tiers on both YouTube Premium and YouTube Music in the U.S. in 2023.
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.
To that end we offer tailored support and resources, helping to achieve commercial and critical success. A key element of our frontline Recorded Music business strategy is the selection of recording artists who we believe are likely to be successful, targeting recording artists who we believe will achieve national, regional and international success.
In the U.S., music publishers collect and administer mechanical royalties, and statutory rates are established pursuant to the U.S. Copyright Act of 1976, as amended, for the royalty rates applicable to musical compositions for sale and licensing of recordings embodying those musical compositions.
Copyright Act of 1976, as amended, for the royalty rates applicable to musical compositions for sale and licensing of recordings embodying those musical compositions.
In 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.
Spotify has also announced plans for additional subscription tiers at higher costs in 2025. For the second time in 12 months, in 2023, Deezer increased prices for all new premium and family subscriptions in key territories including France, U.K., Spain, Italy and the Netherlands.
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.
Streaming growth in 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 increased revenues by 9.6%. MENA, as a region, had the fastest growth of recorded music revenue in 2024 at 22.8%, with streaming accounting for 99.5% of that revenue.
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 4 Table of Contents IFPI. 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.
Additionally, performance rights revenues experienced 5.9% growth and synchronization revenue 4 Table of Contents continued to grow 6.4% in 2024. According to the IFPI, the recorded music industry experienced a tenth consecutive year of growth in 2024, up 4.8% to $29.6 billion.
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.
Emerging Markets Presence and Investments in Local Content According to the IFPI, eight of the top ten global music markets grew revenue year-over-year in 2024, with 55 of the 58 markets the organization monitors recording growth. Notably the fastest growing region included MENA with a 22.8% increase in 2024. Sub-Saharan Africa revenues also rose by 22.6% in 2024.
As of March 31, 2024, none of our employees in the U.S. were subject to a collective bargaining agreement, although certain employees in our non-domestic subsidiaries were covered by national labor agreements.
Human Capital Resources As of March 31, 2025, we employed approximately 100 persons worldwide, including temporary and part-time employees, as well as employees that were added through acquisitions. As of March 31, 2025, none of our employees in the U.S. were subject to a collective bargaining agreement, although certain employees within our non-domestic subsidiaries were covered by national labor agreements.
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.
We also distribute select recordings and video products, including the Tommy Boy catalog, directly to digital music services through licenses we secure via our membership with MERLIN. MERLIN is one of the top global digital rights agencies in the world, negotiating licenses on behalf of many independent record labels, distributors and other music rightsholders.
Marketing and Promotion 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.
Marketing and Promotion We are experienced in value enhancement with a proven record of success in marketing and promotion, including via direct relationships at digital music service and social media networks, as well as press, film, television and platforms for music entertainment. 10 Table of Contents 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.
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. 12 Table of Contents 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.
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 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.
Our award-winning catalog 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. 6 Table of Contents As a copyright owner or 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.
To facilitate these objectives, we seek to foster a diverse, inclusive and safe workplace, with opportunities for employees to develop their talents and advance their careers. Corporate Information Our principal executive offices are located at 200 Varick Street, Suite 801A, New York, New York 10014, and our telephone number is (212) 675-0541.
Corporate Information Our principal executive offices are located at 200 Varick Street, Suite 801, New York, New York 10014, and our telephone number is (212) 675-0541.
Our human capital resources objectives include attracting, developing and retaining personnel, and enhancing diversity and inclusion in our workforce to foster community, collaboration and creativity among our employees, while supporting our ability to grow our business.
Our human capital resources objectives include attracting, developing and retaining personnel, fostering community, collaboration and creativity among our employees, and supporting our ability to grow our business. To facilitate these objectives, we seek to foster an inclusive and safe workplace, with opportunities for employees to develop their talents and advance their careers.
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.
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 grew 10.6% to 752 million in 2024, up from 667 million in 2023. Additionally, according to Luminate, an entertainment-focused data analytics company, global on-demand streaming audio increased by approximately 14.0% year-over-year in 2024.
Copyright. ” 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.
Copyright Act, which may adversely affect our business, cash flows, and financial condition. ” 8 Table of Contents Our Competitive Strengths Value Enhancement Our global synchronization team is dedicated to marketing and licensing our music for use in films, trailers, television shows, advertisements and video games.
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. We also distribute select recordings and video products, including the Tommy Boy catalog, directly to digital music services through licenses we secure via our membership with MERLIN.
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.
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.
We believe these distribution vehicles pursued by our team are previously unrealized opportunities that bring in new revenue streams to songwriters and artists, ultimately enhancing the value of their 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.
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.
We also represent contemporary writer-performers such as Snoop Dogg, Sheryl Crow, and Killer Mike, while 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 Ariana Grande, Sabrina Carpenter, SZA, Dua Lipa and more.
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.
For the year ended March 31, 2025, our synchronization income accounted for 13% of our total revenues. Digital licensing covers platforms that extend from social media, background music, and home fitness to music education and music therapy.
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.
Together this label division represents recordings by artists including De La Soul, Queen Latifah, Ben Harper, The Delfonics, Sinéad O’Connor, Coolio, Louis Prima and The Spinners, among others.
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.
Sub-Saharan Africa also grew by 22.6%, with revenues surpassing $100 million for the first time. Beyond growth in paying subscribers, we believe recent developments suggest that streaming pricing may have room for further optimization. In 2024, Spotify increased prices for U.S. premium subscribers, following previous price raises in 2023 in 65 countries for the individual, duo, family and student plans.
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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.
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Our Recorded Music business contributed approximately $44.3 million to our revenues for the year ended March 31, 2025, representing approximately 28% of our revenues.
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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.
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The Recorded Music business includes Chrysalis Records LTD (“ Chrysalis Records ”), Tommy Boy Music (“ Tommy Boy ”) and Reservoir Recordings, which markets and distributes a variety of the Company’s recorded assets, including labels such as Philly Groove Records, Amherst Records, AVCO Records, Jamdown Records, Off Road Records, Easy Street Records and New State Music.
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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.
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In 2021, we acquired United States (“ U.S. ”) based record label Tommy Boy, which gave us ownership over recordings by hip-hop artists whose careers launched via the label, including Queen Latifah, Afrika Bambaataa, Digital Underground, Coolio, De La Soul, House of Pain and Naughty By Nature.
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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.
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Streaming was a key driver for industry growth in 2024. According to the International Federation of the Phonographic Industry (“ IFPI ”), streaming’s share of global revenues was 69% in 2024, exceeding $20 billion for the first time. Additionally, subscription streaming grew by 9.5% in 2024, representing approximately $15.1 billion or 51.2% of global recorded music revenues.
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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.
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In 2022, Apple Music increased prices of its individual and family plans in the U.S., and in 2023 Amazon Music Unlimited increased the prices of both its individual and family subscription plans, with another price rise effective during 2025.
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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.
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Data across industry reports demonstrates the increasing importance of emerging markets and non-English content, an area in which we have made investments, including in India and MENA. In the Music in the Air 2024 report, Goldman Sachs estimated that emerging markets will contribute to 70% of net streaming subscriber additions by 2030.
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Copyright Royalty Board (the “ CRB ”). 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. from 2018 through 2022.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of our Common Stock. 28 Table of Contents We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock or Warrants less attractive to investors.
Biggest changeWe are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock or Warrants less attractive to investors which may result in a less active trading market for our Common Stock or Warrants. We are an emerging growth company, as defined in the JOBS Act.
We will remain an emerging growth company until the earlier of (i)(x) March 31, 2026, (y) the date on which we have total annual gross revenue of at least $1.07 billion, or (z) the date on which we are deemed to be a large accelerated filer, which means the market value of shares of our Common Stock and Warrants that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We will remain an emerging growth company until the earlier of (i)(x) March 31, 2026, (y) the date on which we have total annual gross revenue of at least $1.235 billion, or (z) the date on which we are deemed to be a large accelerated filer, which means the market value of shares of our Common Stock and Warrants that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Furthermore, future acquisitions could pose numerous additional risks to our business, cash flows, financial condition and results of operations, including: ● potential disruption of our ongoing business and distraction of management; ● potential loss of songwriters or recording artists from our rosters; ● difficulty integrating the acquired businesses or segregating assets to be disposed of; ● exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses we may acquire; ● reputational or other damages to our business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain antitrust approval; ● changing our business profile in ways that could have unintended consequences and challenges in achieving strategic objectives, cost savings and other anticipated benefits; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and ● use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.
Furthermore, future acquisitions could pose numerous additional risks to our business, cash flows, financial condition and results of operations, including: ● potential disruption of our ongoing business and distraction of management; ● potential loss of songwriters or recording artists from our rosters; ● difficulty integrating the acquired businesses or segregating assets to be disposed of; 16 Table of Contents ● exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses we may acquire; ● reputational or other damages to our business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain antitrust approval; ● changing our business profile in ways that could have unintended consequences and challenges in achieving strategic objectives, cost savings and other anticipated benefits; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and ● use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.
Our substantial indebtedness could: ● require us to dedicate a substantial portion of cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of cash flow to fund working capital, potential acquisition opportunities and other general corporate purposes; ● increase the amount of interest that we have to pay, because most of our borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase and, if and when we are required to refinance any of our indebtedness, an increase in interest rates would also result in higher interest costs; 21 Table of Contents ● increase our vulnerability to adverse general economic or industry conditions; ● require refinancing, which we may not be able to do on reasonable terms; ● limit our flexibility in planning for, or reacting to, competition and/or changes in our business or the industry in which we operate; ● limit our ability to borrow additional funds; ● restrict us from making strategic acquisitions or necessary divestitures or otherwise exploiting business opportunities; and ● place us at a competitive disadvantage compared to our competitors that have less debt and/or more financial resources.
Our substantial indebtedness could: ● require us to dedicate a substantial portion of cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of cash flow to fund working capital, potential acquisition opportunities and other general corporate purposes; ● increase the amount of interest that we have to pay, because most of our borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase and, if and when we are required to refinance any of our indebtedness, an increase in interest rates would also result in higher interest costs; ● increase our vulnerability to adverse general economic or industry conditions; ● require refinancing, which we may not be able to do on reasonable terms; ● limit our flexibility in planning for, or reacting to, competition and/or changes in our business or the industry in which we operate; ● limit our ability to borrow additional funds; ● restrict us from making strategic acquisitions or necessary divestitures or otherwise exploiting business opportunities; and ● place us at a competitive disadvantage compared to our competitors that have less debt and/or more financial resources.
State governments are engaged in similar legislative and regulatory activities (including the California Consumer Privacy Act (“ CCPA ”) effective on January 1, 2020, the California Privacy Rights and Enforcement Act, effective January 1, 2023 (“ CPRA ”) and other analogous statutes more recently in other states).
State governments are engaged in similar legislative and regulatory activities (including the California Consumer Privacy Act (“ CCPA ”) effective on January 1, 2020, the California Privacy Rights and Enforcement Act, effective January 1, 2023 and other analogous statutes more recently in other states).
Upon any such termination, we may be required to either negotiate a new or reinstated agreement with less favorable terms or otherwise lose our rights to use the licensed trademarks. 23 Table of Contents Our involvement in intellectual property litigation could adversely affect our business, cash flows, financial condition and results of operations.
Upon any such termination, we may be required to either negotiate a new or reinstated agreement with less favorable terms or otherwise lose our rights to use the licensed trademarks. 20 Table of Contents Our involvement in intellectual property litigation could adversely affect our business, cash flows, financial condition and results of operations.
If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor), if we are unsuccessful in our efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if we fail to develop effective means of protecting and enforcing our intellectual 24 Table of Contents property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or our music entertainment-related products or services, our business, cash flows, financial condition, results of operations and prospects may suffer.
If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor), if we are unsuccessful in our efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if we fail to develop effective means of protecting and enforcing our intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or our music entertainment-related products or services, our business, cash flows, financial condition, results of operations and prospects may suffer.
As a result, our results of operations can be affected not only by general industry trends, but also by trends, developments or other events in individual countries, including: ● limited legal protection and enforcement of intellectual property rights; ● restrictions on the repatriation of capital; ● fluctuations in interest rates and foreign exchange rates; ● differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations; ● varying tax regimes which could adversely affect our results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures; ● exposure to different legal standards and enforcement mechanisms and the associated cost of compliance; ● difficulties in attracting and retaining qualified management and employees or rationalizing our workforce; ● tariffs, duties, export controls and other trade barriers; ● global economic and retail environment; ● longer accounts receivable settlement cycles and difficulties in collecting accounts receivable; ● recessionary trends, inflation and instability of the financial markets; and ● armed conflicts or political instability.
As a result, our results of operations can be affected not only by general industry trends, but also by trends, developments or other events in individual countries, including: ● limited legal protection and enforcement of intellectual property rights; ● restrictions on the repatriation of capital; ● fluctuations in interest rates and foreign exchange rates; ● differences and unexpected changes in regulatory environment, including environmental, health and safety, local planning, zoning and labor laws, rules and regulations; ● varying tax regimes which could adversely affect our results of operations or cash flows, including regulations relating to transfer pricing and withholding taxes on remittances and other payments by subsidiaries and joint ventures; ● exposure to different legal standards and enforcement mechanisms and the associated cost of compliance; ● difficulties in attracting and retaining qualified management and employees or rationalizing our workforce; ● the impact of tariffs imposed or threatened by the U.S. or foreign governments, duties, export controls and other trade barriers; ● global economic and retail environment; ● longer accounts receivable settlement cycles and difficulties in collecting accounts receivable; ● recessionary trends, inflation and instability of the financial markets; and ● armed conflicts or political instability.
As of March 31, 2024, our outstanding Warrants included 5,750,000 publicly-traded warrants (the “ Public Warrants ”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “ Private Warrants ”).
As of March 31, 2025, our outstanding Warrants included 5,750,000 publicly-traded warrants (the “ Public Warrants ”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “ Private Warrants ”).
Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair our ability to produce timely and accurate financial statements or to comply with applicable regulations and have a material adverse effect on our business, cash flows, financial condition and results of operations.
Failure to achieve and maintain effective internal control over financial reporting (“ICFR”) in accordance with Section 404 of the Sarbanes-Oxley Act could impair our ability to produce timely and accurate financial statements or to comply with applicable regulations and have a material adverse effect on our business, cash flows, financial condition and results of operations.
Each of these initiatives requires sustained management focus, organization and coordination over significant periods of time. Each of these initiatives also requires success in building relationships with third parties and in anticipating and keeping up with technological developments and consumer preferences and may involve the implementation of new business models or distribution platforms.
Each of these initiatives requires sustained management focus, organization and coordination over significant periods of time. Each of these initiatives also requires success in building relationships with third parties and in anticipating and keeping up with technological 13 Table of Contents developments and consumer preferences and may involve the implementation of new business models or distribution platforms.
Globally, many government and consumer agencies have also called 25 Table of Contents for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.
Globally, many government and consumer agencies have also called for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.
We may also be unsuccessful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of these transactions could result in material 19 Table of Contents increases in costs or reductions in expected revenues, or both.
We may also be unsuccessful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both.
Matters impacting our internal controls over financial reporting may cause us to be unable to report our consolidated financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, which may result in a breach of the covenants under our $450 million senior secured revolving credit facility (the “ Senior Credit Facility ”) or future financing arrangements.
Matters impacting our ICFR may cause us to be unable to report our consolidated financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, which may result in a breach of the covenants under our $450 million senior secured revolving credit facility (the “ Senior Credit Facility ”) or future financing arrangements.
We have made, and will continue to make, changes to our internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures that we take may not be sufficient to satisfy our obligations as a public company.
We have made, and will continue to make, changes to our internal control over financial reporting, including 18 Table of Contents information technology controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures that we take may not be sufficient to satisfy our obligations as a public company.
If we fail to meet the continued listing requirements and Nasdaq delists our Common Stock or Warrants, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our Common Stock and Warrants; ● a limited amount of news and analyst coverage for us; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
If we fail to meet the continued listing requirements and Nasdaq delists our Common Stock or Warrants, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our Common Stock and Warrants; 24 Table of Contents ● a limited amount of news and analyst coverage for us; and ● a decreased or complete loss of ability to issue additional securities or obtain additional financing in the future.
The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations. As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.
The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations and adversely affect our financial condition. As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.
It delayed the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings.
It could delay the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings.
The cessation or significant delay in the production of motion pictures and television programs negatively affected synchronization revenue in our Music Publishing business and licensing revenue in our Recorded Music business. It has been widely reported that advertisers reduced their advertising spend as a result of the COVID-19 pandemic.
The cessation or significant delay in the production of motion pictures and television programs could negatively affect synchronization revenue in our Music Publishing business and licensing revenue in our Recorded Music business. For example, it has been widely reported that advertisers reduced their advertising spend as a result of the COVID-19 pandemic.
Risks Related to Our Common Stock and Warrants The market price of our Common Stock and Warrants is volatile, and you may lose some or all of your investment.
Risks Related to Our Common Stock and Warrants The market price of our Common Stock and Warrants is volatile and may fluctuate from period to period, and you may lose some or all of your investment.
The market price of our Common Stock and Warrants may be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following: ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● the size of our public float; ● our inability to maintain the listing of our Common Stock and Warrants on Nasdaq; ● coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● changes in applicable laws or regulations; ● risks relating to the uncertainty of our projected financial information; 26 Table of Contents ● risks related to the organic and inorganic growth of our business and the timing of expected business milestones; and ● changes in general market, economic and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
The market price of our Common Stock and Warrants may be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following: ● our quarterly or annual earnings or those of other companies in our industry compared to market expectations; ● the size of our public float; ● our inability to maintain the listing of our Common Stock and Warrants on Nasdaq; ● coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● changes in applicable laws or regulations; ● risks relating to the uncertainty of our projected financial information; ● risks related to the organic and inorganic growth of our business and the timing of expected business milestones; and ● changes in general market, economic and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. 23 Table of Contents In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful and may adversely affect our cash flows and financial condition.
Our inability to generate sufficient cash flow to satisfy our debt service or other obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our business, cash flows, financial condition and results of operations. 22 Table of Contents Provisions in the Charter and Delaware law may have the effect of discouraging lawsuits against our directors and officers.
Our inability to generate sufficient cash flow to satisfy our debt service or other obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our business, cash flows, financial condition and results of operations. 19 Table of Contents Our Charter contains exclusive forum provisions which may have the effect of discouraging lawsuits against us, our directors and officers.
We are also dependent on identifying, signing and retaining recording artists with long-term potential, whose debut music is well received on release, whose subsequent music is anticipated by consumers and whose music will continue to generate sales as part of our catalog for years to come. The competition among music publishing and record companies for such talent is intense.
We are also dependent on identifying, signing and retaining recording artists with long - term potential, whose debut music is well received on release, whose subsequent music is anticipated by consumers and whose music will continue to generate sales as part of our catalog for years to come.
The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats. We may not be able to successfully execute our business strategy.
The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats. We may not be able to successfully execute our business strategy which may adversely affect our business, cash flows, financial condition and results of operation.
The reporting currency for our consolidated financial statements is the U.S. dollar. We have substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars, principally the British pound sterling and euro. To prepare our 16 Table of Contents consolidated financial statements, we must translate those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates.
We have substantial assets, liabilities, revenues and costs denominated in currencies other than U.S. dollars, principally the British pound sterling and euro. To prepare our consolidated financial statements, we must translate those assets, liabilities, revenues and expenses into U.S. dollars at then-applicable exchange rates.
It is important as revenues continue to shift from physical to diversified distribution channels that we receive fair value for all the uses of our intellectual property as our business model now depends upon multiple revenue streams from multiple sources.
Copyright Act unless rates are determined through industry negotiations. It is important as revenues continue to shift from physical to diversified distribution channels that we receive fair value for all the uses of our intellectual property as our business model now depends upon multiple revenue streams from multiple sources.
From time to time, we may enter into foreign exchange contracts to hedge the risk of unfavorable foreign currency exchange rate movements. Any future outbreak of contagious disease or other widespread natural disaster could materially and adversely affect our business. The COVID-19 pandemic had an adverse effect on our business, cash flows, financial condition and results of operations.
From time to time, we may enter into foreign exchange contracts to hedge the risk of unfavorable foreign currency exchange rate movements. 14 Table of Contents Any future outbreak of contagious disease or other widespread natural disaster could materially and adversely affect our business, cash flows, financial condition and results of operations.
We expect to increase revenues and cash flow through a business strategy which requires us, among others, to continue to maximize the value of our music, to significantly reduce costs to maximize flexibility and adjust to new realities of the market, to continue to act to contain digital piracy and to diversify our revenue streams into growing segments of the music entertainment business by continuing to capitalize on digital distribution and emerging technologies.
Our business strategy requires us, among others, to continue to work to maximize the value of our music, to significantly reduce costs to maximize flexibility and adjust to new realities of the market, to continue to work to contain digital piracy and to diversify our revenue streams into growing segments of the music entertainment business by continuing to capitalize on digital distribution and emerging technologies.
Our results of operations and cash flows in any reporting period may be materially affected by the timing of releases and advance payments and minimum guarantees, which may result in significant fluctuations from period to period, which may have an adverse impact on the price of our Common Stock or Warrants. 27 Table of Contents Volatility in our stock price could subject us to securities class action litigation.
Our results of operations and cash flows in any reporting period may be materially affected by the timing of releases and advance payments and minimum guarantees, which may result in significant fluctuations from period to period, which may have an adverse impact on the price of our Common Stock or Warrants.
The effects of CCPA and these other recently adopted laws includes an increased ability of individuals to control the use of their personal data; heightened transparency obligations, increased obligations of companies to maintain the security of data; and increased exposure to fines or damages for companies that do not accord individuals their specified privacy rights, that experience data breaches or that do not maintain cybersecurity at certain levels of quality.
The effects of CCPA and these other recently adopted laws includes an increased ability of individuals to control the use of their personal data; heightened transparency obligations, increased obligations of companies to maintain the security of data; and increased exposure to fines or damages for companies that do not accord individuals their specified privacy rights, that experience data breaches or that do not maintain cybersecurity at certain levels of quality. 22 Table of Contents In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving.
Along with an uncertain regulatory environment these challenges include new forms of intellectual property infringement through the unauthorized reproduction of copyrighted works and the name, images, likeness and voices of our artists and songwriters to “train” AI applications and to create unauthorized derivative works.
Along 21 Table of Contents with an uncertain regulatory environment, these challenges include new forms of intellectual property infringement through the unauthorized reproduction of copyrighted works and the name, images, likeness and voices of our artists and songwriters to “train” AI applications and to create unauthorized derivative works. This issue is the subject of litigation in the U.S.
In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving. These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018) have resulted in greater compliance burdens for companies with global operations.
These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018) have resulted in greater compliance burdens for companies with global operations.
Competition among music publishing and record companies to sell and otherwise market and promote music is also intense. Our competitive position is dependent on our continuing ability to attract and develop songwriters and recording artists whose work can achieve a high degree of public acceptance and who can timely deliver their music to us.
Our competitive position is dependent on our continuing ability to attract and develop songwriters and recording artists whose work can achieve a high degree of public acceptance and who can timely deliver their music to us.
Governments could enact new legislation or could make regulatory determinations that affect the terms of our contracts with songwriters and recording artists. Some songwriter and recording artist groups, particularly in Europe, are urging governments to intervene in the music streaming business in ways that could affect the terms agreed in our contracts with them.
Some songwriter and recording artist groups, particularly in Europe, are urging governments to intervene in the music streaming business in ways that could affect the terms agreed in our contracts with them.
Our prospects and financial results may be adversely affected if we are unable to identify, sign and retain such songwriters and recording artists under terms that are economically attractive to us.
Our prospects and financial results may be adversely affected if we are unable to identify, sign and retain such songwriters and recording artists under terms that are economically attractive to us because our prospects and financial results are generally affected by the appeal of our music publishing and recorded music catalogs to consumers.
The rates set for our Music Publishing and Recorded Music income sources through collecting societies or legally prescribed rate-setting processes could have a material adverse impact on our business prospects. We may not have full control and ability to direct the operations we conduct through joint ventures.
The rates set for our Music Publishing and Recorded Music income sources through collecting societies or legally prescribed rate-setting processes could have a material adverse impact on our business prospects.
Our management team and many of our other employees need to devote substantial time to compliance and other requirements of being a public company.
As a result, we incur significant legal, accounting and other expenses. Our management team and many of our other employees need to devote substantial time to compliance and other requirements of being a public company.
Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our Common Stock and Warrants, regardless of our actual operating performance.
These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our Common Stock and Warrants, regardless of our actual operating performance.
Even after we no longer qualify as an emerging growth company, we may continue to qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K and other periodic reports and proxy statements.
We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. 25 Table of Contents Even after we no longer qualify as an emerging growth company, we may continue to qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K and other periodic reports and proxy statements.
The industries in which we operate are highly competitive, have experienced ongoing consolidation among major music entertainment companies and are driven by consumer preferences that are rapidly changing. Furthermore, they require substantial human and capital resources.
The industries in which we operate have experienced ongoing consolidation among major music entertainment companies and are driven by rapidly changing consumer preferences.
Copyright Act. The U.S. Copyright Act provides authors (or their heirs) a right to terminate U.S. licenses or assignments of rights in their copyrighted works in certain circumstances.
Copyright Act, which may adversely affect our business, cash flows, and financial condition. The U.S. Copyright Act provides authors (or their heirs) a right to terminate U.S. licenses or assignments of rights in their copyrighted works in certain circumstances.
There also could be a negative reaction in the financial markets due to a loss of investor confidence and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements could also suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting.
There also could be a negative reaction in the financial markets due to a loss of investor confidence and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements could also 15 Table of Contents suffer if we continue to report a material weakness in our ICFR.
The COVID-19 pandemic suspended live concert tours, adversely impacting our concert promotion business and its sale of tour merchandise and made it more difficult for artists to engage in marketing efforts around the release of their new recordings.
An outbreak of contagious disease, pandemic or other widespread natural disaster could suspend live concert tours, adversely impacting our concert promotion business and its sale of tour merchandise and make it more difficult for artists to engage in marketing efforts around the release of their new recordings.
In addition, our results can be affected by trends, developments and other events in individual countries. There can be no assurance that in the future country-specific trends, developments or other events will not have a significant adverse effect on our business, cash flows, financial condition and results of operations.
There can be no assurance that in the future country-specific trends, developments or other events will not have a significant adverse effect on our business, cash flows, financial condition and results of operations. Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect our margins.
We may not be able to attract, develop or retain qualified and diverse personnel in the future, and our failure to do so could adversely affect our business, including the execution of our business strategy.
Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our business strategy.
However, our music does not necessarily enjoy universal appeal and, if it does not continue to appeal in various countries, our results of operations could be adversely impacted.
Our mix of national and international songwriters and recording artists is designed to provide a significant degree of diversification. However, our music does not necessarily enjoy universal appeal and, if it does not continue to appeal in various countries, our results of operations could be adversely impacted.
The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues. As with many technological innovations, AI and machine learning technologies, also presents additional risks and challenges that could affect our business.
The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues.
Copyright Act, unless rates are determined through industry negotiations, and performance royalty rates are determined by negotiations with performing rights societies, the largest of which, the American Society of Composers, Authors and Publishers (the “ ASCAP ”) and Broadcast Music, Inc. (the “ BMI ”), are subject to a consent decree rate-setting process if negotiations are unsuccessful.
Copyright Act, unless rates are determined through industry negotiations, and performance royalty rates are determined by negotiations with performing rights societies, the largest of which, the ASCAP and the BMI, are subject to a consent decree rate-setting process if negotiations are unsuccessful. Outside the U.S., mechanical and performance royalty rates are typically negotiated on an industry-wide basis.
Our management determined that material weaknesses existed in the internal controls over financial reporting while preparing our consolidated financial statements as of March 31, 2024 and 2023.
Our management determined that material weaknesses existed in the ICFR while preparing our consolidated financial statements as of March 31, 2025, 2024 and 2023. Our management also evaluated the effectiveness of our disclosure controls and procedures and determined that, as of March 31, 2025, our disclosure controls and procedures were not effective.
If these services were to fail to include our music on playlists, change the position of our music on playlists or give us less marketing space, it could adversely affect our business, cash flows, financial condition and results of operations. 20 Table of Contents Under our license agreements and relevant statutes, we receive royalties from digital music services in exchange for the rights to stream or otherwise offer our music.
If these services were to fail to include our music on playlists, change the position of our music on playlists or give us less marketing space, it could adversely affect our business, cash flows, financial condition and results of operations.
We are borrowers under the Senior Credit Facility, which has a revolving credit commitment to $450 million and is scheduled to mature in December 2027.
Our substantial indebtedness could adversely affect our business, cash flows, financial condition and results of operations. We are borrowers under the Senior Credit Facility, which has a revolving credit commitment to $450 million and is scheduled to mature in December 2027.
We may be unable to maintain the listing of our securities on Nasdaq in the future.
We may be unable to maintain the listing of our securities on Nasdaq in the future and an active trading market in our Common Stock and Warrants may not be maintained.
The mechanical and performance royalty rates set pursuant to such processes may adversely affect us by limiting our ability to increase the profitability of our Music Publishing business. If the mechanical and performance royalty rates are set too high, it may also adversely affect us by limiting our ability to increase the profitability of our Recorded Music business.
If the mechanical and performance royalty rates are set too high, it may also adversely affect us by limiting our ability to increase the profitability of our Recorded Music business. In addition, the rates that our Recorded Music business receives in the U.S. for webcasting and satellite radio are set every five years by an administrative process under the U.S.
The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. As a result, we incur significant legal, accounting and other expenses.
The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we assess, document and test our internal control procedures, and our management is required to assess and issue a report concerning our ICFR.
We are a global company with strong local presences, which have become increasingly important as the popularity of music originating from a country’s own language and culture has increased in recent years. Our mix of national and international songwriters and recording artists is designed to provide a significant degree of diversification.
Our business operations in some foreign countries subject us to trends, developments or other events which may adversely affect our results of operations. We are a global company with strong local presences, which have become increasingly important as the popularity of music originating from a country’s own language and culture has increased in recent years.
Outside the U.S., mechanical and performance royalty rates are typically negotiated on an industry-wide basis. In most territories outside the U.S., mechanical royalties are based on a percentage of wholesale prices for physical product and based on a percentage of consumer prices for digital formats.
In most territories outside the U.S., mechanical royalties are based on a percentage of wholesale prices for physical product and based on a percentage of consumer prices for digital formats. The mechanical and performance royalty rates set pursuant to such processes may adversely affect us by limiting our ability to increase the profitability of our Music Publishing business.
Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect our margins. Unfavorable currency exchange rate fluctuations could adversely affect our results of operations. As we continue to expand our international operations, we become increasingly exposed to the effects of fluctuations in currency exchange rates.
Unfavorable currency exchange rate fluctuations could adversely affect our results of operations. As we continue to expand our international operations, we become increasingly exposed to the effects of fluctuations in currency exchange rates. The reporting currency for our consolidated financial statements is the U.S. dollar.
Our ability to operate effectively could be impaired if we fail to attract and retain our executive officers and management team. We compete with other music entertainment companies and other companies for top talent. Our ability to successfully implement our business strategy and to operate profitably depends, in part, on our ability to retain key personnel.
Our ability to operate effectively could be impaired if we fail to attract and retain our executive officers and management team which may have a material adverse effect on our business, cash flows, financial condition and results of operations. We compete with other music entertainment companies and other companies for top talent and our business requires substantial human capital resources.
If key personnel become unable or unwilling to continue in their present positions, our business, cash flows, financial condition and results of operations could be materially adversely affected. We often cannot anticipate such departures and may not be able to promptly replace key leadership personnel. Our key personnel are generally employed on an “at-will” basis.
Our ability to successfully implement our business strategy and to operate profitably depends, in part, on our ability to retain key personnel. If key personnel become unable or unwilling to continue in their present positions, our business, cash flows, financial condition and results of operations could be materially adversely affected.
We may not be able to fully control the operations and the assets of our joint ventures, and we may not be able to make major decisions or may not be able to take timely actions with respect to our joint ventures unless our joint venture partners agree. 18 Table of Contents As part of our growth strategy, we intend to acquire, combine with or invest in other businesses and will face risks inherent in such transactions.
We may not be able to fully control the operations and the assets of our joint ventures, and we may not be able to make major decisions or may not be able to take timely actions with respect to our joint ventures unless our joint venture partners agree, which could subject us to increased risk and limit our ability to realize the intended benefits of such joint ventures.
In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will continue to increase our administration expenses. Our substantial indebtedness could adversely affect our business, cash flows, financial condition and results of operations.
In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will continue to increase our administration expenses, particularly when we are required to include our independent registered public accounting firm’s attestation report on ICFR.
We are substantially dependent on a limited number of digital music services for the online distribution and marketing of our music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements.
If growth in streaming revenues levels off or fails to grow as quickly as it has over the past several years, our Music Publishing business and Recorded Music business may experience reduced levels of revenues and operating income. 17 Table of Contents We are substantially dependent on a limited number of digital music services for the online distribution and marketing of our music, and they are able to significantly influence the pricing structure for online music stores and may not correctly calculate royalties under license agreements which may adversely affect our cash flows, financial condition and results of operation.
Our prospects and financial results may be adversely affected if we fail to identify, sign and retain songwriters and recording artists We are dependent on signing and retaining songwriters who will write the hit songs of today and the classics of tomorrow.
Risks Related to Our Business and Operations We may be unable to compete successfully in the highly competitive markets in which we operate and may suffer reduced profits as a result. We are dependent on signing and retaining songwriters who will write the hit songs of today and the classics of tomorrow.
Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation.
We often cannot anticipate such departures and may not be able to promptly replace key leadership personnel. Our key personnel are generally employed on an “at-will” basis. Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel.
Removed
Risk Factors Summary Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. Risks that we deem material are described below.
Added
The competition among music publishing and record companies for such talent is intense. Competition among music publishing and record companies to sell and otherwise market and promote music is also intense.
Removed
These risks include, but are not limited to, the following: Risks Related to Our Business and Operations ● market competition, including, among others, competition against other music publishing companies and record companies; ● our ability to successfully execute our business strategy; ● our ability to identify, sign and retain songwriters and recording artists; ● our international operations, which subject us to the trends and developments of other countries, as well as the fluctuations of the currency exchange rate; 13 Table of Contents ● the impact of a global health pandemic or any other outbreak of contagious disease or other widespread natural disaster on our business, cash flows, financial condition and results of operations; ● our ability to attract and retain key personnel; ● our ability to implement, maintain, and improve effective internal controls; ● risks associated with strategic acquisitions or other transactions, including, among others, business acquisitions, combinations, investments and joint ventures; ● the impact of legislation that may limit or result in the unenforceability of our contracts with certain songwriters or artists; ● the possibility that streaming adoption or revenues may grow less rapidly or level off in the future; ● the impact of digital music services on our marketing and distribution and the possible changes in the terms of the licensing agreements with such services, including, among others, those governing royalty rates; ● the increased expenses associated with being a public company; ● risks associated with our substantial indebtedness; Risks Related to Intellectual Property and Data Security ● our ability to obtain, maintain, protect and enforce our intellectual property rights; ● our involvement in intellectual property litigation, including, among others, any assertions or allegations of infringement or violation of intellectual property rights by third parties; ● the impact of digital piracy on our business, cash flows, financial condition and results of operations; ● our ability to maintain and protect the information security relating to our customers, employees, vendors and our music; ● the impact of evolving laws and regulations relating to, among others, data privacy, consumer protection and data protection, as well as the rights granted to songwriters and recording artists under the U.S.
Added
See “— Unfavorable currency exchange rate fluctuations could adversely affect our results of operations .” In addition, our results can be affected by trends, developments and other events in individual countries.
Removed
Copyright Act; Risks Related to Our Common Stock and Warrants ● the volatility of our stock prices, which could subject us to securities class action litigation; ● the potential exercise and/or redemption of our Warrants; and ● negative reports published by securities or industry analysts, or the lack of research or reports published by such analysts; ● future sales by our stockholders. 14 Table of Contents Risks Related to Our Business and Operations We may be unable to compete successfully in the highly competitive markets in which we operate and may suffer reduced profits as a result.
Added
A future pandemic could have an adverse effect on our business, cash flows, financial condition and results of operations.
Removed
Our prospects and financial results are generally affected by the appeal of our music publishing and recorded music catalogs to consumers. 15 Table of Contents Our business operations in some foreign countries subject us to trends, developments or other events which may adversely affect our results of operations.
Added
We may not have full control and ability to direct the operations we conduct through joint ventures which could subject us to increased risk and limit our ability to realize the intended benefits of such joint ventures.
Removed
See “— Unfavorable currency exchange rate fluctuations could adversely affect our results of operations .” Furthermore, financing may not be available in countries with less than investment-grade sovereign credit ratings. As a result, it may be difficult to create or maintain profitable operations in various countries.
Added
As part of our growth strategy, we intend to acquire, combine with or invest in other businesses and will face risks inherent in such transactions which could adversely affect our business, cash flows, financial condition and results of operations.
Removed
We have instituted plans to remediate these issues and continue to take remediation steps, including hiring additional personnel and implementing new processes and controls in connection with financial reporting.
Added
Governments could enact new legislation or could make regulatory determinations that affect the terms of our contracts with songwriters and recording artists which could have a material adverse effect on our business, cash flows, financial condition and results of operations.
Removed
Although we believe the hiring of additional accounting resources and implementation of processes and controls to better identify and manage segregation of 17 Table of Contents duties will remediate the weakness with respect to insufficient personnel, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future.
Added
Under our license agreements and relevant statutes, we receive royalties from digital music services in exchange for the rights to stream or otherwise offer our music.
Removed
If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected, which, in turn, may have a material adverse effect on our business, cash flows, financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor more information on how cybersecurity risk may materially affect our business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors.
Biggest changeFor more information on how cybersecurity risk may materially affect our business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors–If we or our service providers do not maintain the security of information relating to our customers, employees and vendors and our music, security information breaches through cyber security attacks or otherwise could damage our reputation with customers, employees, vendors and artists, and we could incur substantial additional costs, become subject to litigation and our results of operations and financial condition could be adversely affected.” 26 Table of Contents
Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for further action, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or actions that the Board of Directors deems appropriate to take.
Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for further action, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or actions that the Board of Directors deems appropriate.
However, the sophistication of cyber threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of cyber incidents and protect its systems and information may not successfully protect against all cyber incidents.
However, the sophistication of cyber threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of cyber incidents and protect our systems and information may not successfully protect against all cyber incidents.
The IT team provides regular updates to senior management on various cybersecurity threats, assessments and findings and effectiveness of the Company’s cyber risk management program. Our Board of Directors through the Audit Committee oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk 29 Table of Contents assessments.
The IT team provides regular updates to senior management on various cybersecurity threats, assessments and findings, and the effectiveness of the Company’s cyber risk management program. Our Board of Directors through the Audit Committee oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments.
Management reports to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.
Management reports to our Disclosure Committee and Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.
We also have a cybersecurity specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our processes to standards set by the International Organization for Standardization (“ ISO ”).
We regularly assess and update our processes, procedures and management techniques in light of ongoing cybersecurity developments. We also have a cybersecurity specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our processes to standards set by the International Organization for Standardization (“ ISO ”).
Our cybersecurity program interfaces with other functional areas within the Company, including but not limited to our business segments and information technology (“ IT ”) and legal departments, as well as external third-party partners, to identify and understand potential cybersecurity threats. We regularly assess and update our processes, procedures and management techniques in light of ongoing cybersecurity developments.
Our cybersecurity program interfaces with other functional areas within the Company, including but not limited to our business segments and information technology (“ IT ”) and legal departments, as well as external third-party partners, to identify and understand potential cybersecurity threats, including those associated with any third-party service providers we may use.
Added
Our CISO has over 20 years of experience in information technology leadership and information security, serving in roles of increasing responsibility within private and public companies.
Added
Our cybersecurity risk program is integrated into our overall enterprise risk management assessment, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are subject to claims and contingencies in the ordinary course of business. We believe that losses resulting from these matters that existed at March 31, 2024, if any, would not have a material adverse effect on our business, cash flows, financial condition and results of operations.
Biggest changeItem 3. Legal Proceedings We are subject to claims and contingencies in the ordinary course of business. We believe that losses resulting from these matters that existed at March 31, 2025, if any, would not have a material adverse effect on our business, cash flows, financial condition and results of operations.
Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. ​ 30 Table of Contents PART II
Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. ​ 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis does not include the number of stockholders who hold our Common Stock and Warrants through banks, brokers, and other financial institutions. Dividend Policy Our ability to pay dividends is restricted by the Senior Credit Facility. We have not paid any dividends to date and have no plans to do so in the immediate future.
Biggest changeThis does not include the number of stockholders who hold our Common Stock through banks, brokers, and other financial institutions. Dividend Policy Our ability to pay dividends to Reservoir Media, Inc.’s stockholders is restricted by the Senior Credit Facility.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market and Stockholders Our Common Stock is traded on The Nasdaq Stock Market LLC (the “ Nasdaq ”) under the symbol “RSVR” since July 29, 2021.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market and Stockholders Our Common Stock is traded on The Nasdaq Stock Market LLC (the “ Nasdaq ”) under the symbol “RSVR” as of July 29, 2021.
Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board may deem relevant.
Any future determination to pay dividends to Reservoir Media, Inc.’s stockholders will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board may deem relevant.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate paying any cash dividends to Reservoir Media, Inc.’s stockholders in the foreseeable future.
Our Warrants to purchase one share of Common Stock, each at an exercise price of $11.50 per share trades on the Nasdaq under the symbol “RSVRW” as of the same date. On May 28, 2024, there were 17 registered holders of record of our Common Stock and Warrants.
Our Warrants to purchase one share of Common Stock, each at an exercise price of $11.50 per share, trade on the Nasdaq under the symbol “RSVRW” as of the same date. On May 19, 2025, there were three registered holders of record of our Common Stock.
Recent Sales of Unregistered Equity Securities There have been no other unregistered sales of equity securities during the year ended March 31, 2024, which have not been previously disclosed on a Current Report on Form 8-K.
Purchases of Equity Securities There were no repurchases of common stock during the quarter ended March 31, 2025. Recent Sales of Unregistered Equity Securities There have been no other unregistered sales of equity securities during the year ended March 31, 2025, which have not been previously disclosed on a Current Report on Form 8-K. Item 6. [Reserved] ​
Added
We have not paid any dividends to Reservoir Media, Inc.’s stockholders to date and have no plans to do so in the immediate future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of March 31, 2024, with a fixed charge coverage ratio of 3.67x and a consolidated senior debt to library value ratio less than 30%, we were in compliance with both of the financial covenants under the Senior Credit Facility. 43 Table of Contents 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 original scheduled principal repayments pursuant to the indenture agreement: ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ Amount at ​ Pay Fixed ​ ​ Effective Date ​ March 31, 2024 ​ Rate ​ Maturity March 10, 2022 ​ $ 7,750 1.533 % September 2024 March 10, 2022 ​ $ 87,561 1.422 % September 2024 December 31, 2021 ​ $ 54,689 ​ 0.972 % September 2024 September 30, 2024 ​ $ 100,000 ​ 2.946 % December 2027 September 30, 2024 ​ $ 50,000 3.961 % 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.
Biggest changeInterest Rate Swaps 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 original scheduled principal repayments pursuant to the Senior Credit Facility (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ Amount at ​ Pay Fixed ​ ​ Effective Date ​ March 31, 2025 ​ Rate ​ Maturity September 30, 2024 ​ $ 100,000 ​ 2.946 % December 2027 September 30, 2024 ​ $ 50,000 3.961 % December 2027 ​ 39 Table of Contents On September 30, 2024, three previous interest rate swaps expired with original notional amounts of $8,875 thousand, $88,098 thousand and $53,030 thousand, respectively.
We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton and social media outlets, such as Facebook, Instagram, TikTok and Snap.
We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton and to social media outlets, such as Facebook, Instagram, TikTok and Snap.
Through our distribution network, our music is being sold in physical retail outlets as well as in physical form to online physical retailers, such as amazon.com, and distributed in digital form to an 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 and SiriusXM, and download services.
Through our distribution network, our music is sold in physical retail outlets as well as in physical form to online physical retailers, such as amazon.com, and distributed in digital form to an 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 and SiriusXM; and to download services.
Calculations are based on revenue earned or user/usage measures or a combination of these. 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.
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.
Unless the context otherwise requires, the terms “ we ,” “ us ,” “ our, ” the “ Company ” and “ Reservoir ” refer collectively to Reservoir Media, Inc. and its consolidated subsidiaries. Introduction We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc. (“ RMM ”) and RMM’s subsidiaries.
Unless the context otherwise requires, the terms “ we ,” “ us ,” “ our, ” the “ Company ” and “ Reservoir ” refer collectively to Reservoir Media, Inc. and its consolidated subsidiaries. Introduction We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc. (“ RMM ”).
Our Current Artist and Catalog recorded music distribution is handled by a network of distribution partners. Chrysalis Records current frontline releases are distributed through Secretly Distribution, with prior frontline releases distributed via PIAS. Chrysalis Records and Tommy Boy catalogues are distributed via our agreements with MERLIN, AMPED, Proper and other partners.
Our Current Artist and Catalog recorded music distribution is handled by a network of distribution partners. Chrysalis Records’ current frontline releases are distributed through Secretly Distribution, with prior frontline releases distributed via PIAS. Chrysalis Records and Tommy Boy catalogues are distributed via our agreements with MERLIN, AMPED, Proper and other partners.
In determining whether the advance is recoverable, Reservoir evaluates the current and past popularity of the songwriter or recording artist, the sales history of the songwriter or recording artist, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors.
In determining whether the advance is recoverable, Reservoir evaluates the current and past popularity of the songwriter or recording artist, the sales or license history of the songwriter or recording artist, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors.
Music Publishing revenues are derived from five main sources: ● Digital ––the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services; ● Performance ––the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations ( e.g. , bars and restaurants), live performance at a concert or other venue ( e.g. , arena concerts and nightclubs), and performance of music in staged theatrical productions; ● Synchronization ––the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games; and 32 Table of Contents ● Mechanical ––the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine-readable format or configuration such as vinyl, CDs and DVDs; ● Other ––the rightsholder receives revenues for use in sheet music and other uses.
Music Publishing revenues are derived from five main sources: ● Digital ––the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services; ● Performance ––the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations ( e.g. , bars and restaurants), live performance at a concert or other venue ( e.g. , arena concerts and nightclubs), and performance of music in staged theatrical productions; ● Synchronization ––the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games; ● Mechanical ––the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine-readable format or configuration such as vinyl, CDs and DVDs; and ● Other ––the rightsholder receives revenues for use in sheet music and other uses.
Covenant Compliance The Senior Credit Facility contains financial covenants that requires us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (iii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments.
Covenant Compliance The Senior Credit Facility contains financial covenants that requires us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments.
Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.
Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.
In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. 39 Table of Contents Reconciliation of Operating Income to OIBDA We use OIBDA as our primary measure of financial performance.
In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Reconciliation of Operating Income to OIBDA We use OIBDA as our primary measure of financial performance.
Interest does not include amortization of deferred financing costs. (2) The Company routinely enters into long-term commitments with songwriters and recording artists for the future delivery of music. Such commitments generally become due only upon delivery or release and Reservoir’s acceptance of future musical compositions by songwriters and publishers or albums from the artists.
Interest does not include amortization of deferred financing costs or effects of interest rate swaps. (2) The Company routinely enters into long-term commitments with songwriters and recording artists for the future delivery of music. Such commitments generally become due only upon delivery or release and Reservoir’s acceptance of future musical compositions by songwriters and publishers or albums from the artists.
(3) The Company routinely enters into asset acquisition agreements, which can have deferred minimum funding commitments and other related obligations, as reflected in the table above. Critical Accounting Policies We believe that the following accounting policies involve a high degree of judgment and complexity.
(3) The Company routinely enters into asset acquisition agreements, which can have deferred minimum funding commitments and other related obligations, as reflected in the table above. 40 Table of Contents Critical Accounting Policies and Estimates We believe that the following accounting policies and estimates involve a high degree of judgment and complexity.
Recorded Music revenues are derived from four main sources: ● Digital ––the rightsholder receives revenues with respect to streaming and download services; ● Physical ––the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs; ● Neighboring Rights –– the rightsholder also receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs; and ● Synchronization ––the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games 33 Table of Contents The principal costs associated with our Recorded Music business are as follows: ● Artist Royalties and Other Recorded Costs ––the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets; and ● Administration Expenses ––the costs associated with general overhead and other administrative expenses as well as the costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support.
Recorded Music revenues are derived from four main sources: ● Digital ––the rightsholder receives revenues with respect to streaming and download services; ● Physical ––the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs; ● Neighboring Rights –– the rightsholder receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs; and ● Synchronization ––the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games The principal costs associated with our Recorded Music business are as follows: ● Artist Royalties and Other Recorded Costs ––the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets, all of which are classified as cost of revenue; and ● Administration Expenses ––the costs associated with general overhead and other administrative expenses as well as the costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support.
Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels. Our Current Artist and Catalog recorded music businesses are both primarily handled by our Chrysalis Records label based in London and our Tommy Boy record label based in New York City.
Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels. Our recorded music businesses are both primarily handled by our Chrysalis Records label based in London and our Tommy Boy label based in New York City.
See Note 2, “ Summary of Significant Accounting Policies ” to the accompanying consolidated financial statements for the fiscal years ended March 31, 2024 and 2023, contained in Part II, Item 8 of this Form 10-K for a description of our other significant accounting policies.
See Note 2, “ Summary of Significant Accounting Policies” to the accompanying consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, contained in Part II, Item 8 of this Form 10-K for a description of our other significant accounting policies.
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. 46 Table of Contents Intangible Assets Intangible assets consist primarily of music catalogs (publishing and recorded).
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. Intangible Assets Intangible assets consist primarily of music catalogs (publishing and recorded).
(Loss) Gain on Foreign Exchange Loss on foreign exchange was $102 thousand during Fiscal 2024 compared to a gain on foreign exchange of $269 thousand during Fiscal 2023. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro.
Gain (Loss) on Foreign Exchange Gain on foreign exchange was $578 thousand during Fiscal 2025 compared to a loss on foreign exchange of $102 thousand during Fiscal 2024. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely the British pound sterling and the euro.
Under ASC 928, Reservoir capitalizes as assets certain advances, which it believes are recoverable from future royalties to be earned by the recording artist or songwriter, when paid. Recoverability is assessed upon initial commitment of the advance based upon Reservoir’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions.
Under ASC 928, Reservoir capitalizes as assets certain advances, which it believes are recoverable from future royalties to be earned by the recording artist or songwriter, when paid. Recoverability is assessed upon initial commitment of the advance based upon Reservoir’s forecast of 41 Table of Contents anticipated revenue from the sale of future and existing sound recordings or musical compositions.
Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income, net income attributable to us and other measures of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies. OIBDA Margin is defined as OIBDA as a percentage of revenue.
Accordingly, OIBDA should be considered in addition to, not as a substitute for, operating income, net income attributable to us and other measures of financial performance reported in accordance with GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies.
Recorded Music Segment Our Recorded Music business consists of three primary areas of sound recording ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from Current Artists that we own and control. This is a new area of focus for us and does not yet produce significant revenue.
Recorded Music Segment Our Recorded Music business consists of three types of sound recording rights ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists that we own and control (“ Current Artist ”). This is a new area of focus for us and does not yet produce significant revenue.
Events of Default The Senior Credit Facility includes customary events of default, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain ERISA events and certain material judgments, in each case, subject to customary thresholds, notice and grace period provisions.
Events of Default The Senior Credit Facility includes customary events of default, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain Employee Retirement Income Security Act (“ ERISA ”) events and certain material judgments, in each case, subject to customary thresholds, notice and grace period provisions.
The following tables reconcile operating income to OIBDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ Fiscal Fiscal vs.
The following tables reconcile operating income to OIBDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ Fiscal Fiscal vs.
If treated as an asset acquisition, the assets are recorded on a relative fair value basis in accordance with Reservoir’s accounting policies and related acquisition costs are capitalized as part of the asset. In a business combination, Reservoir 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, Reservoir recognizes identifiable assets acquired, liabilities assumed, and non-controlling interests at their fair values at the acquisition date.
New Accounting Pronouncements See Note 2, “ Summary of Significant Accounting Policies ” to the accompanying consolidated financial statements for the fiscal years ended March 31, 2024 and 2023, contained in Part II, Item 8 of this Form 10-K. ​ 47 Table of Contents
New Accounting Pronouncements See Note 2, “ Summary of Significant Accounting Policies” to the accompanying consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, contained in Part II, Item 8 of this Form 10-K. ​ 42 Table of Contents
The principal costs associated with our Music Publishing business are as follows: ● Writer Royalties and Other Publishing Costs ––the artist and repertoire (“ A&R ”) costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters; and ● Administration Expenses ––the costs associated with general overhead, and other administrative expenses, as well as selling and marketing.
The principal costs associated with our Music Publishing business are as follows: ● Writer Royalties and Other Publishing Costs ––the A&R costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters, all of which are classified as cost of revenue; and ● Administration Expenses ––the costs associated with general overhead, and other administrative expenses, as well as selling and marketing.
(b) Reflects the loss (gain) on foreign exchange fluctuations. (c) Reflects the non-cash loss (gain) on the mark-to-market of interest rate swaps. (d) Reflects non-cash stock-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus Incentive Plan.
(b) Reflects the non-cash loss or (gain) on the mark-to-market of interest rate swaps. (c) Reflects non-cash stock-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus Incentive Plan.
Unless otherwise noted, all references to Fiscal 2024 represent the fiscal year ended March 31, 2024 and all references to Fiscal 2023 represent the fiscal year ended March 31, 2023. Business Overview We are an independent music company operating in music publishing and recorded music.
Unless otherwise noted, all references to Fiscal 2025 represent the fiscal year ended March 31, 2025 and all references to Fiscal 2024 represent the fiscal year ended March 31, 2024. 28 Table of Contents Business Overview We are an independent music company operating in music publishing and recorded music.
EBITDA is defined as earnings (net income or loss) before net interest expense, income tax (benefit) expense, non-cash depreciation of tangible assets and non-cash amortization of intangible assets and is used by management to measure operating performance of the business.
OIBDA Margin is defined as OIBDA as a percentage of revenue. 35 Table of Contents EBITDA is defined as earnings (net income or loss) before net interest expense, income tax (benefit) expense, non-cash depreciation of tangible assets and non-cash amortization of intangible assets and is used by management to measure operating performance of the business.
Existing Debt as of March 31, 2024 As of March 31, 2024, our outstanding debt consisted of $335,828 thousand borrowed under the Senior Credit Facility. As of March 31, 2024, remaining borrowing availability under the Senior Credit Facility was $114,172 thousand.
Existing Debt as of March 31, 2025 As of March 31, 2025, our outstanding debt consisted of $391,828 thousand borrowed under the Senior Credit Facility. As of March 31, 2025, remaining borrowing availability under the Senior Credit Facility was $58,172 thousand.
We did not pay any dividends to stockholders during Fiscal 2024. Summary Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future.
Summary Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future.
(Loss) Gain on Fair Value of Swaps Loss on fair value of swaps was $1,125 thousand during Fiscal 2024 compared to a gain on fair value of swaps of $2,765 thousand during Fiscal 2023. This change was due to the marking to market of our interest rate swap hedges.
Loss on Fair Value of Swaps Loss on fair value of swaps was $4,214 thousand during Fiscal 2025 compared to $1,125 thousand during Fiscal 2024. This change was due to the marking to market of our interest rate swap hedges.
Synchronization revenue is typically recognized as revenue when control of the license is transferred to the customer in accordance with ASC 606. Recorded Music Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when the sale or usage occurs based on usage reports received from the customer.
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. Recorded Music Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when the sale or usage occurs based on usage reports received from the customer.
Administration Expenses Our administration expenses are composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ Fiscal Fiscal vs.
Administration Expenses Our administration expenses are comprised of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ Fiscal Fiscal vs.
Music Publishing revenues represented 66% and 69% of total revenues for Fiscal 2024 and Fiscal 2023, respectively. Recorded Music revenues represented 29% and 28% of total revenues for Fiscal 2024 and Fiscal 2023, respectively. U.S. and international revenues represented 59% and 41% of total revenues for Fiscal 2024 and Fiscal 2023.
Music Publishing revenues represented 68% and 66% of total revenues during Fiscal 2025 and Fiscal 2024, respectively. Recorded Music revenues represented 28% and 29% of total revenues during Fiscal 2025 and Fiscal 2024, respectively. U.S. and international revenues represented 59% and 41% of total revenues, respectfully, during Fiscal 2025 and Fiscal 2024.
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.
Music Publishing Segment Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions.
We also manage some select Catalog recorded music under our Philly Groove Records and Reservoir Records labels. We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and Travis Tritt, and an interest in the Loud Records catalog containing recordings by the Wu-Tang Clan.
We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and Travis Tritt, and an interest in the Loud Records catalog containing recordings by the Wu-Tang Clan.
Expressed as a percentage of revenues, administration expenses increased to 27% for Fiscal 2024 from 25% for Fiscal 2023, primarily as a result of the Recoupable legal fee write-off. Music Publishing administration expenses increased by $5,354 thousand, or 27%, during Fiscal 2024 compared to Fiscal 2023.
Expressed as a percentage of revenues, administration expenses decreased to 25% during Fiscal 2025 from 27% during Fiscal 2024, primarily as a result of the nonrecurrence of the Recoupable legal fee write-off and improved operating leverage as revenues increased. Music Publishing administration expenses decreased by $535 thousand, or 2%, during Fiscal 2025 compared to Fiscal 2024.
Approximately $620 thousand of this increase was incurred in connection with settlement of the Royalty Dispute described in Note 16, “ Contingencies and Commitments ” to the accompanying consolidated financial statements.
These factors were partially offset by the nonrecurrence of $620 thousand incurred in connection with settlement of the Royalty Dispute described in Note 16, “ Contingencies and Commitments ” to the accompanying consolidated financial statements.
(e) Reflects the write-off of recoupable legal expenses and attorneys’ fees incurred in connection with the Royalty Dispute described in Note 16, “ Contingencies and Commitments ” to the accompanying consolidated financial statements.
(d) Reflects the write-off of recoupable legal expenses and attorneys’ fees incurred in connection with the Royalty Dispute described in Note 16, “ Contingencies and Commitments” to the accompanying consolidated financial statements. (e) Reflects the Investment Gain, Recovery Income, 2025 Investment Write-down and EMI Loss during Fiscal 2025 and reflects the 2024 Investment Write-down during Fiscal 2024.
The second is the active marketing, promotion, distribution, sale and license of previously recorded and subsequently acquired Catalog recordings. The third is acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated with an established recording artist or producer contract in connection with existing sound recordings.
The third is acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated 29 Table of Contents with an established recording artist or producer contract in connection with existing sound recordings.
Revenue and Cost Recognition Revenues As required by Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) Topic 606, Revenue from Contracts with Customers (“ ASC 606 ”), Reservoir 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 Reservoir is contractually due in exchange for those services or goods. 45 Table of Contents Music Publishing Music Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks.
Revenue and Cost Recognition Revenues As required by Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) Topic 606, Revenue from Contracts with Customers (“ ASC 606 ”), Reservoir 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 Reservoir is expected to be entitled in exchange for those services or goods.
Expressed as a percentage of revenues, Music Publishing administration expenses increased to 26% for Fiscal 2024 from 24% for Fiscal 2023, primarily as a result of the Recoupable legal fee write-off. Recorded Music administration expenses increased by $1,196 thousand, or 14%, during Fiscal 2024 compared to Fiscal 2023.
Expressed as a percentage of revenues, Music Publishing administration expenses decreased to 23% during Fiscal 2025 from 26% during Fiscal 2024, primarily as a result of the nonrecurrence of the Recoupable legal fee write-off. 33 Table of Contents Recorded Music administration expenses decreased by $383 thousand, or 4%, during Fiscal 2025 compared to Fiscal 2024.
Other administration expenses increased by $2,098 thousand, or 79%, during Fiscal 2024 compared to Fiscal 2023, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation. 37 Table of Contents Interest Expense Interest expense increased by $6,332 thousand, or 43% during Fiscal 2024 compared to Fiscal 2023.
Other administration expenses increased by $1,018 thousand, or 21%, during Fiscal 2025 compared to Fiscal 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.
The decrease in cash used for investing activities was primarily due to decreased acquisitions of music catalogs compared to Fiscal 2023. Financing Activities Cash provided by financing activities was $17,560 thousand for Fiscal 2024 compared to $38,462 thousand for Fiscal 2023.
Investing Activities Cash used for investing activities was $96,719 thousand during Fiscal 2025 compared to $50,553 thousand during Fiscal 2024. The increase in cash used for investing activities was primarily due to an increase in acquisitions of music catalogs. Financing Activities Cash provided by financing activities was $54,518 thousand during Fiscal 2025 compared to $17,560 thousand during Fiscal 2024.
The remaining increase was primarily driven by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, as well as an increase in SOFR.
The increase in interest expense was driven primarily by an increase in borrowings due to use of funds in acquisitions of music catalogs and writer signings and an increase in effective interest rates.
Assembled over many years, our current award-winning active songwriters exceed 100, while the catalog includes over 5,000 clients representing 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.
Assembled over many years, our catalog represents 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. In addition to the catalog, we represent many active songwriters who are consistently generating new music.
The operations of our Music Publishing business are conducted principally through RMM, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates and nonaffiliated licensees and sub-publishers.
The operations of our Music Publishing business are conducted principally through RMM, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates and nonaffiliated licensees and sub-publishers. We own or control rights to a vast collection of musical compositions, including numerous pop hits, American standards, and motion picture and theatrical compositions.
Writer royalties and other publishing costs for the Music Publishing segment increased by $3,335 thousand, or 9%, during Fiscal 2024 compared to Fiscal 2023.
Writer royalties and other publishing costs for the Music Publishing segment increased by $3,294 thousand, or 8%, during Fiscal 2025 compared to Fiscal 2024, primarily as a result of the increase in Music Publishing revenues.
Music Publishing revenues increased by $12,359 thousand, or 15%, during Fiscal 2024 compared to Fiscal 2023. This increase in Music Publishing revenue was mainly driven by acquisitions of catalogs and revenue from the existing catalog, which benefitted from higher royalty rates and price increases at multiple music streaming services, and led to increases in digital revenue and performance revenue.
This increase in Music Publishing revenue was mainly driven by revenue from the existing catalog, which benefitted from price increases at multiple music streaming services that contributed to an increase in digital revenue, and acquisitions of catalogs. Additionally, synchronization revenue increased during Fiscal 2025, driven primarily by the timing of licenses.
Expressed as a percentage of revenue, Music Publishing OIBDA Margin was 30% in Fiscal 2024 and Fiscal 2023, reflecting revenue growth offset by the Recoupable legal fee write-off. Recorded Music OIBDA increased by $2,188 thousand, or 13% during Fiscal 2024 compared to Fiscal 2023.
Expressed as a percentage of revenue, Music Publishing OIBDA Margin increased to 35% during Fiscal 2025 compared to 30% during Fiscal 2024, reflecting a decrease in cost of revenue as a percentage of revenues, the nonrecurrence of the Recoupable legal fee write-off and improved operating leverage as revenues increased.
From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions. Certain terms of the Senior Credit Facility are described below. Guarantees and Security The obligations under the Senior Credit Facility are guaranteed by us, RHI and subsidiaries of RMM.
Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions. Certain terms of the Senior Credit Facility are described below.
Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 44% during Fiscal 2024 compared to 46% during Fiscal 2023, due primarily to the change in the mix of revenue by type to a higher percentage of performance revenues, which carry lower costs than other types of revenue.
Artist royalties and other recorded music costs as a percentage of Recorded Music revenues decreased to 28% during Fiscal 2025 from 32% during Fiscal 2024, driven primarily by the change in the mix of sales by type to a lower percentage of physical sales, which carry higher costs than other types of revenues, and the Royalty Recovery, which did not have a corresponding cost of revenue.
Expressed as a percentage of revenue, Recorded Music administration expenses decreased to 23% for Fiscal 2024 from 24% for Fiscal 2023.
Expressed as a percentage of revenue, Recorded Music administration expenses decreased to 21% during Fiscal 2025 from 23% during Fiscal 2024, primarily due to taking advantage of operating leverage on the Recorded Music platform.
Fiscal 2023 ​ ​ 2024 ​ 2023 ​ $ Change % Change Operating income ​ $ 13,216 ​ $ 11,489 ​ $ 1,727 15 % Amortization and depreciation expenses ​ 5,925 ​ 5,463 ​ 461 8 % OIBDA ​ $ 19,141 ​ $ 16,952 ​ $ 2,188 13 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ 45 % 49 % ​ ​ OIBDA Consolidated OIBDA increased by $6,429 thousand, or 15%, during Fiscal 2024 compared to Fiscal 2023, driven by a $3,671 thousand increase in Music Publishing OIBDA, a $2,188 thousand increase in Recorded Music OIBDA and a $570 thousand increase in Other OIBDA related to the Company’s artist management business.
Fiscal 2024 ​ ​ 2025 ​ 2024 ​ $ Change % Change Operating income ​ $ 15,237 ​ $ 13,216 ​ $ 2,021 15 % Amortization and depreciation expenses ​ 7,512 ​ 5,925 ​ 1,588 27 % OIBDA ​ $ 22,749 ​ $ 19,141 ​ $ 3,609 19 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ 51 % 45 % ​ ​ OIBDA OIBDA increased by $11,798 thousand, or 24%, during Fiscal 2025 compared to Fiscal 2024, driven by an $8,460 thousand increase in Music Publishing OIBDA and a $3,609 thousand increase in Recorded Music OIBDA.
GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to them and may be useful to investors. 30 Table of Contents Results of Operations Income Statement Our income statement was comprised of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ ​ Fiscal Fiscal vs.
Artist royalties and other recorded music costs for the Recorded Music segment increased by $4,157 thousand, or 44%, during Fiscal 2024 compared to Fiscal 2023. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues increased to 32% for Fiscal 2024 compared to 27% for Fiscal 2023.
Artist royalties and other recorded music costs for the Recorded Music segment decreased by $1,342 thousand, or 10%, during Fiscal 2025 compared to Fiscal 2024, primarily as a result of the decrease in physical sales.
We represent over 150,000 copyrights in our publishing business and over 36,000 master recordings in our recorded music business. Both of our business areas are populated with hit songs dating back to the early 1900s representing an array of artists across genre and geography.
Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genres and geography. Consistent with how we classify and operate our business, our company is organized in two reportable segments: Music Publishing and Recorded Music. A brief description of each segment’s operations is presented below.
Results of Operations Income Statement Our income statement was composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ ​ Fiscal Fiscal vs.
Cost of Revenue Our cost of revenue was comprised of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ Fiscal Fiscal vs.
Other Revenue ​ 6,296 ​ 3,628 ​ ​ 2,668 74 % Total U.S. ​ 85,803 ​ 72,662 ​ ​ 13,141 18 % International Music Publishing ​ 39,941 ​ 33,903 ​ ​ 6,037 18 % International Recorded Music ​ 19,112 ​ 15,721 ​ ​ 3,391 22 % Total International ​ 59,053 ​ 49,625 ​ ​ 9,428 19 % Total Revenue $ 144,856 $ 122,287 ​ $ 22,569 18 % ​ Revenues Total revenues increased by $22,569 thousand, or 18%, during Fiscal 2024 compared to Fiscal 2023, driven by a 22% increase in Recorded Music revenue, a 15% increase in Music Publishing revenue and a 74% increase in Other revenue related to the Company’s artist management business.
Other Revenue ​ 7,043 ​ 6,296 ​ ​ 747 12 % Total U.S. ​ 93,619 ​ 85,803 ​ ​ 7,816 9 % International Music Publishing ​ 45,225 ​ 39,941 ​ ​ 5,285 13 % International Recorded Music ​ 19,862 ​ 19,112 ​ ​ 750 4 % Total International ​ 65,087 ​ 59,053 ​ ​ 6,034 10 % Total Revenue $ 158,706 $ 144,856 ​ $ 13,850 10 % ​ Revenues Total revenues increased by $13,850 thousand, or 10%, during Fiscal 2025 compared to Fiscal 2024, driven by a 12% increase in Music Publishing revenue, a 4% increase in Recorded Music revenue, and a 12% increase in Other revenue related to the Company’s artist management business.
Fiscal 2023 ​ ​ 2024 ​ 2023 ​ $ Change % Change Operating income ​ $ 9,918 ​ $ 8,692 ​ $ 1,226 14 % Amortization and depreciation expenses ​ 18,966 ​ 16,521 ​ 2,445 15 % OIBDA ​ $ 28,884 ​ $ 25,213 ​ $ 3,671 15 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ 30 % 30 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded Music ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ Fiscal Fiscal vs.
Fiscal 2024 ​ ​ 2025 ​ 2024 ​ $ Change % Change Operating income ​ $ 18,654 ​ $ 9,918 ​ $ 8,736 88 % Amortization and depreciation expenses ​ 18,691 ​ 18,966 ​ (276) (1) % OIBDA ​ $ 37,345 ​ $ 28,884 ​ $ 8,460 29 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ 35 % 30 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded Music ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ Fiscal Fiscal vs.
Consolidated Adjusted EBITDA increased by $9,308 thousand, or 20%, during Fiscal 2024 compared to Fiscal 2023, primarily as a result of revenue growth, partially offset by increases in cost of revenue and administration expenses. Adjusted EBITDA Margin was 38% for Fiscal 2024 and Fiscal 2023.
Consolidated Adjusted EBITDA increased by $10,102 thousand, or 18%, during Fiscal 2025 compared to Fiscal 2024, primarily as a result of revenue growth, a decrease in cost of revenue as a percentage of revenues and improved operating leverage as revenues increased.
Fiscal 2023 ​ ​ 2024 2023 $ Change % Change ​ Revenues ​ $ 144,856 ​ $ 122,287 ​ $ 22,569 18 % Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ 55,478 ​ 47,986 ​ 7,492 16 % Amortization and depreciation ​ 24,986 ​ 22,075 ​ 2,911 13 % Administration expenses ​ 39,816 ​ 31,168 ​ 8,648 28 % Total costs and expenses ​ 120,280 ​ 101,229 ​ 19,051 19 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 24,576 ​ 21,058 ​ 3,518 17 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ (21,088) ​ (14,756) ​ (6,332) 43 % Loss on early extinguishment of debt ​ — ​ (914) ​ 914 NM ​ (Loss) gain on foreign exchange ​ (102) ​ 269 ​ (371) (138) % (Loss) gain on fair value of swaps ​ (1,125) ​ 2,765 ​ (3,890) (141) % Other income (expense), net ​ (1,089) ​ (17) ​ (1,072) NM ​ Income before income taxes ​ 1,172 ​ 8,405 ​ (7,232) (86) % Income tax expense ​ 335 ​ 5,625 ​ (5,290) (94) % Net income ​ 837 ​ 2,780 ​ (1,942) (70) % Net income attributable to noncontrolling interests ​ ​ (192) ​ ​ (240) ​ ​ 48 (20) % Net income attributable to Reservoir Media, Inc. ​ $ 645 ​ $ 2,539 ​ $ (1,894) ​ (75) % ​ NM - Not meaningful 34 Table of Contents Revenues Our revenues were composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ ​ Fiscal Fiscal vs.
Fiscal 2024 ​ ​ 2025 2024 $ Change % Change ​ Revenues ​ $ 158,706 ​ $ 144,856 ​ $ 13,850 10 % Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ 57,430 ​ 55,478 ​ 1,952 4 % Amortization and depreciation ​ 26,299 ​ 24,986 ​ 1,313 5 % Administration expenses ​ 39,915 ​ 39,816 ​ 99 — ​ Total costs and expenses ​ 123,645 ​ 120,280 ​ 3,365 3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 35,061 ​ 24,576 ​ 10,485 43 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ (21,883) ​ (21,088) ​ (795) 4 % Gain (loss) on foreign exchange ​ 578 ​ (102) ​ 680 NM ​ Loss on fair value of swaps ​ (4,214) ​ (1,125) ​ (3,089) NM ​ Other income (expense), net ​ 330 ​ (1,089) ​ 1,419 (130) % Income before income taxes ​ 9,872 ​ 1,172 ​ 8,700 NM ​ Income tax expense ​ 2,141 ​ 335 ​ 1,806 NM ​ Net income ​ 7,731 ​ 837 ​ 6,894 NM ​ Net loss (income) attributable to noncontrolling interests ​ ​ 19 ​ ​ (192) ​ ​ 211 (110) % Net income attributable to Reservoir Media, Inc. ​ $ 7,750 ​ $ 645 ​ $ 7,105 ​ NM ​ ​ NM - Not meaningful Revenues Our revenues were comprised of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ ​ Fiscal Fiscal vs.
Debt Capital Structure RMM 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.
Debt Capital Structure RMM is a borrower under a revolving credit agreement (as amended or supplemented from time to time, the “ RMM Credit Agreement ”) governing RMM’s Senior Credit Facility. The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027.
Additionally, during Fiscal 2024 the Company changed its estimate of the applicable tax rate used to measure its state and local deferred tax liabilities in the United States resulting in incremental tax benefit of $405 thousand due to the decrease in the value of deferred tax liabilities, which decreased our effective tax rate by 34.6% during Fiscal 2024.
These factors were partially offset by the non-recurrence of an incremental tax benefit arising from a change in estimate of the applicable tax rate used to measure the Company’s state and local deferred tax liabilities in the U.S., which decreased the Company’s effective income tax rate by 34.6% during Fiscal 2024.
The shift in mix between Music Publishing and Recorded Music was driven primarily by the significant physical sales in the Recorded Music segment during Fiscal 2024. Total digital revenues increased by $11,410 thousand, or 17%, during Fiscal 2024 compared to Fiscal 2023. Total digital revenues represented 54% and 55% of consolidated revenues for Fiscal 2024 and Fiscal 2023, respectively.
Total digital revenues increased by $12,786 thousand, or 16%, during Fiscal 2025 compared to Fiscal 2024. Total digital revenues represented 58% and 54% of consolidated revenues during Fiscal 2025 and Fiscal 2024, respectively. Music Publishing revenues increased by $11,219 thousand, or 12%, during Fiscal 2025 compared to Fiscal 2024.
Fiscal 2023 ​ 2024 2023 $ Change % Change Writer royalties and other publishing costs ​ $ 41,867 ​ $ 38,532 ​ $ 3,335 9 % Artist royalties and other recorded music costs ​ ​ 13,611 ​ 9,454 ​ 4,157 44 % Total cost of revenue ​ $ 55,478 ​ $ 47,986 ​ $ 7,492 16 % ​ Cost of revenues increased by $7,492 thousand, or 16%, during Fiscal 2024 compared Fiscal 2023.
Fiscal 2024 ​ 2025 2024 $ Change % Change Writer royalties and other publishing costs ​ $ 45,161 ​ $ 41,867 ​ $ 3,294 8 % Artist royalties and other recorded music costs ​ ​ 12,269 ​ 13,611 ​ (1,342) (10) % Total cost of revenue ​ $ 57,430 ​ $ 55,478 ​ $ 1,952 4 % ​ 32 Table of Contents Cost of revenue increased by $1,952 thousand, or 4%, during Fiscal 2025 compared Fiscal 2024, primarily as a result of an increase in revenues.
Expressed as a percentage of revenue, OIBDA Margin decreased to 34% for Fiscal 2024 from 35% for Fiscal 2023, primarily as a result of the Recoupable legal fee write-off. Music Publishing OIBDA increased by $3,671 thousand, or 15%, during Fiscal 2024 compared to Fiscal 2023.
Expressed as a percentage of revenue, OIBDA 36 Table of Contents Margin increased to 39% during Fiscal 2025 from 34% during Fiscal 2024, primarily as a result of a decrease in cost of revenue as a percentage of revenues, the nonrecurrence of the Recoupable legal fee write-off and improved operating leverage as revenues increased.
Fiscal 2023 ​ ​ 2024 ​ 2023 ​ $ Change % Change Net income ​ $ 837 ​ $ 2,780 ​ $ (1,943) (70) % Income tax expense ​ 335 ​ 5,625 ​ (5,290) (94) % Interest expense ​ 21,088 ​ 14,756 ​ 6,332 43 % Amortization and depreciation ​ 24,986 ​ 22,075 ​ 2,911 13 % EBITDA ​ 47,246 ​ 45,236 ​ 2,010 4 % Loss on early extinguishment of debt (a) ​ — ​ 914 ​ (914) (100) % Loss (gain) on foreign exchange (b) ​ 102 ​ (269) ​ 371 (138) % Loss (gain) on fair value of swaps (c) ​ 1,125 ​ (2,765) ​ 3,890 (141) % Non-cash share-based compensation (d) ​ 3,387 ​ 3,203 ​ 184 6 % Recoupable legal fee write-off (e) ​ ​ 2,695 ​ ​ — ​ ​ 2,695 ​ NM ​ Other income (expense), net (f) ​ 1,089 ​ 17 ​ 1,072 NM ​ Adjusted EBITDA ​ $ 55,644 ​ $ 46,336 ​ $ 9,308 20 % ​ NM - Not meaningful (a) Reflects the loss on a portion of unamortized debt issuance costs in connection with the Second Amendment to the RMM Credit Agreement.
Fiscal 2024 ​ ​ 2025 ​ 2024 ​ $ Change % Change Net income ​ $ 7,731 ​ $ 837 ​ $ 6,894 NM ​ Income tax expense ​ 2,141 ​ 335 ​ 1,806 NM ​ Interest expense ​ 21,883 ​ 21,088 ​ 795 4 % Amortization and depreciation ​ 26,299 ​ 24,986 ​ 1,313 5 % EBITDA ​ 58,054 ​ 47,246 ​ 10,808 23 % (Gain) loss on foreign exchange (a) ​ (578) ​ 102 ​ (680) NM ​ Loss on fair value of swaps (b) ​ 4,214 ​ 1,125 ​ 3,089 NM ​ Non-cash share-based compensation (c) ​ 4,385 ​ 3,387 ​ 999 29 % Recoupable legal fee write-off (d) ​ ​ — ​ ​ 2,695 ​ ​ (2,695) ​ (100) % Other (income) expense, net (e) ​ (330) ​ 1,089 ​ (1,419) (130) % Adjusted EBITDA ​ $ 65,745 ​ $ 55,644 ​ $ 10,102 18 % ​ NM - Not meaningful (a) Reflects the loss (gain) on foreign exchange fluctuations.
Fiscal 2023 ​ 2024 2023 $ Change % Change Music Publishing amortization and depreciation ​ $ 18,966 ​ $ 16,521 ​ $ 2,445 15 % Recorded Music amortization and depreciation ​ 5,925 ​ 5,463 ​ 461 8 % Other amortization and depreciation ​ 95 ​ 90 ​ 4 5 % Total amortization and depreciation ​ $ 24,986 ​ $ 22,075 ​ $ 2,911 13 % ​ Amortization and depreciation expense increased by $2,911 thousand, or 13%, during Fiscal 2024 compared to Fiscal 2023, driven by increases in both the Music Publishing and Recorded Music segments.
Fiscal 2024 ​ 2025 2024 $ Change % Change Music Publishing amortization and depreciation ​ $ 18,691 ​ $ 18,966 ​ $ (276) (1) % Recorded Music amortization and depreciation ​ 7,512 ​ 5,925 ​ 1,588 27 % Other amortization and depreciation ​ 96 ​ 95 ​ 2 2 % Total amortization and depreciation ​ $ 26,299 ​ $ 24,986 ​ $ 1,313 5 % ​ Amortization and depreciation expense increased by $1,313 thousand, or 5%, during Fiscal 2025 compared to Fiscal 2024, primarily driven by the acquisition of additional music catalogs.
These factors were partially offset by the impact of incremental tax expense of $248 thousand during the fiscal year ended March 31, 2024 due to an impairment charge of $991 thousand to writedown an equity investment to its estimated fair value, which is not deductible for United Kingdom income tax purposes and increased our effective tax rate by 21.1% during Fiscal 2024.
The decrease in the effective income tax rate during Fiscal 2025 reflects the non-recurrence of incremental tax expense due to a non-deductible impairment charge to write-down an equity investment in the U.K. to its estimated fair value, which increased the Company’s effective income tax rate by 21.1% during Fiscal 2024.
Cost of revenues as a percentage of revenues decreased to 38% for Fiscal 2024 compared to 39% for Fiscal 2023, reflecting a margin increase driven by Music Publishing and an increase in Other revenue, partially offset by a margin decrease for Recorded Music.
Cost of revenue as a percentage of revenues decreased to 36% during Fiscal 2025 from 38% during Fiscal 2024, reflecting decreases in cost of revenue as a percentage of revenue for the Music Publishing and Recorded Music segments, as well as an increase in Other revenue related to the Company’s artist management business, which does not have a corresponding cost of revenue.
Expressed as a percentage of revenue, Recorded Music OIBDA Margin decreased to 45% during Fiscal 2024 from 49% in Fiscal 2023.
Recorded Music OIBDA increased by $3,609 thousand, or 19% during Fiscal 2025 compared to Fiscal 2024. Expressed as a percentage of revenue, Recorded Music OIBDA Margin increased to 51% during Fiscal 2025 from 45% during Fiscal 2024, reflecting a decrease in cost of revenue as a percentage of revenues and improved operating leverage as revenues increased.
The primary driver of the $4,989 thousand increase in cash provided by operating activities during Fiscal 2024 as compared to Fiscal 2023 was net cash provided by working capital in Fiscal 2024 compared to net cash used for working capital in Fiscal 2023.
The primary driver of the $9,086 thousand increase in cash provided by operating activities during Fiscal 2025 as compared to Fiscal 2024 was an increase in earnings. This factor was partially offset by a reduction in cash provided by working capital, driven primarily by the timing of collections of accounts receivable and payments of accounts payable.
In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, we may seek to refinance the Senior Credit Facility with existing cash and/or with funds provided from additional borrowings. 44 Table of Contents Contractual and Other Obligations Firm Commitments The following table summarizes Reservoir Media Management’s aggregate contractual obligations as of March 31, 2024, and the estimated timing and effect that such obligations are expected to have on liquidity and cash flow in future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ After 5 ​ ​ Firm Commitments and Outstanding Debt ​ 1 Year ​ 2-3 Years ​ 4-5 Years ​ Years ​ Total ​ ​ (in thousands) Revolving Credit ​ $ — $ — ​ $ 335,828 ​ $ — ​ $ 335,828 Interest on Revolving Credit (1) ​ 24,601 ​ 49,202 ​ 17,524 ​ — ​ 91,327 Operating leases ​ 1,452 ​ 2,535 ​ 1,954 ​ 4,010 ​ 9,951 Artist, songwriter and co-publisher commitments (2) ​ 1,777 ​ 841 ​ 47 ​ — ​ 2,666 Asset acquisition and share purchase acquisition commitments (3) ​ 6,345 ​ 400 ​ 158 ​ — ​ 6,903 Total firm commitments and outstanding debt ​ $ 34,176 ​ $ 52,978 ​ $ 355,511 ​ $ 4,010 ​ $ 446,675 ​ The following is a description of our firmly committed contractual obligations as of March 31, 2024: (1) Interest obligations under the Credit Facility are based on principal amounts outstanding and interest rates in effect as of March 31, 2024.
Contractual and Other Obligations Firm Commitments The following table summarizes the Company’s aggregate contractual obligations as of March 31, 2025, and the estimated timing and effect that such obligations are expected to have on liquidity and cash flow in future periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ After 5 ​ ​ Firm Commitments and Outstanding Debt ​ 1 Year ​ 2-3 Years ​ 4-5 Years ​ Years ​ Total ​ ​ (in thousands) Secured line of credit ​ $ — $ 391,828 ​ $ — ​ $ — ​ $ 391,828 Interest on secured line of credit (1) ​ 24,778 ​ 42,428 ​ — ​ — ​ 67,206 Operating leases ​ 1,398 ​ 2,095 ​ 1,898 ​ 3,112 ​ 8,503 Artist, songwriter and co-publisher commitments (2) ​ 2,383 ​ 2,560 ​ — ​ — ​ 4,943 Asset acquisition and share purchase acquisition commitments (3) ​ 6,966 ​ 521 ​ 70 ​ — ​ 7,557 Total firm commitments and outstanding debt ​ $ 35,525 ​ $ 439,432 ​ $ 1,968 ​ $ 3,112 ​ $ 480,037 ​ The following is a description of our firmly committed contractual obligations as of March 31, 2025: (1) Interest obligations under the Credit Facility are based on principal amounts outstanding and interest rates in effect as of March 31, 2025.
Cash Flows The following table summarizes our historical cash flows (in thousands). ​ ​ Fiscal ​ Fiscal ​ ​ ​ ​ 2024 2023 $ Change Cash provided by (used for): ​ ​ ​ ​ ​ ​ Operating activities ​ $ 36,193 ​ $ 31,204 ​ $ 4,989 Investing activities ​ $ (50,553) ​ $ (72,231) ​ $ 21,678 Financing activities ​ $ 17,560 ​ $ 38,462 ​ $ (20,902) ​ 41 Table of Contents Operating Activities Cash provided by operating activities was $36,193 thousand for Fiscal 2024 compared to $31,204 thousand for Fiscal 2023.
Liquidity and Capital Resources Capital Resources As of March 31, 2025, we had $388,135 thousand of debt (net of $3,694 thousand of deferred financing costs) and $21,386 thousand of cash and equivalents. 37 Table of Contents Cash Flows The following table summarizes our historical cash flows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ Fiscal ​ ​ ​ ​ 2025 2024 $ Change Cash provided by (used for): ​ ​ ​ ​ ​ ​ Operating activities ​ $ 45,279 ​ $ 36,193 ​ $ 9,086 Investing activities ​ $ (96,719) ​ $ (50,553) ​ $ (46,166) Financing activities ​ $ 54,518 ​ $ 17,560 ​ $ 36,958 ​ Operating Activities Cash provided by operating activities was $45,279 thousand during Fiscal 2025 compared to $36,193 thousand during Fiscal 2024.
RMM is also 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. Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense.
RMM is also required to pay an unused fee in respect of unused 38 Table of Contents commitments under the Senior Credit Facility, if any, at a rate of 0.25% per annum. The Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $150,000 thousand.
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. Dividends Our ability to pay dividends is restricted by covenants in the Senior Credit Facility.
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.
GAAP. Reservoir’s management uses these non-GAAP financial measures to evaluate our operations, measure its performance and make strategic decisions.
Non-GAAP Reconciliations We use certain financial information, such as OIBDA, OIBDA Margin, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, which means they have not been prepared in accordance with U.S. GAAP. Reservoir’s management uses these non-GAAP financial measures to evaluate our operations, measure its performance and make strategic decisions.
Fiscal 2023 ​ 2024 2023 $ Change % Change Revenue by Geographical Location ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Music Publishing $ 56,253 $ 49,930 ​ $ 6,322 13 % U.S. Recorded Music ​ 23,255 ​ 19,104 ​ ​ 4,151 22 % U.S.
Fiscal 2024 ​ 2025 2024 $ Change % Change Revenue by Geographical Location ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Music Publishing $ 62,187 $ 56,253 ​ $ 5,934 11 % U.S. Recorded Music ​ 24,388 ​ 23,255 ​ ​ 1,134 5 % U.S.

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