2023-11-15T13:34:10-06:00 2022-12-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2022-01-01 760742496 SOUNDEXCHANGE INC SOUN 2026405858 733 10TH ST NW 10TH FL WASHINGTON DC 20001 ANJULA SINGH CFO & COO 2026405858 2023-11-14 1 ANJULA SINGH 999009999 1 BRIAN KEARNS P02061479 7032868000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MICHAEL J HUPPE 733 10TH ST NW 10TH FL WASHINGTON DC 20001 80058373 0 X WWW.SOUNDEXCHANGE.COM X 2003 DE SOUNDEXCHANGE IS THE PREMIER MUSIC TECH ORGANIZATION ON A MISSION TO POWER THE (SEE SCHEDULE O) 18 18 254 18 643590 72089 0 0 64681316 70535085 1392850 7152648 2622350 2335104 68696516 80022837 0 0 0 0 30425449 32569726 0 0 0 36826252 44165764 67251701 76735490 1444815 3287347 739346856 762717143 692762472 713399189 46584384 49317954 X SEE SCHEDULE O 0 0 SOUNDEXCHANGE PROVIDES A FULL SUITE OF INNOVATIVE TECHNOLOGY SOLUTIONS FOR THE ENTIRE MUSIC INDUSTRY, SERVING LABELS, ARTISTS, PRODUCERS, AND PUBLISHER SERVICES. INDEPENDENTLY FORMED IN 2003 TO BUILD A FAIRER, SIMPLER, AND MORE EFFICIENT MUSIC INDUSTRY, SOUNDEXCHANGE COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF MORE THAN 613,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS AND GROWING. THROUGH PROPRIETARY MUSIC TECH SOLUTIONS, SOUNDEXCHANGE TRANSFORMS BILLIONS OF LINES OF MUSIC STREAMING DATA INTO ACCURATE AND TIMELY REVENUE, WITH 90% OF ROYALTIES PAID OUT WITHIN 45 DAYS OF RECEIPT. SOUNDEXCHANGE HAS PAID OUT MORE THAN $9 BILLION IN ROYALTIES SINCE ITS INCEPTION. 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 35362 0 1 254 1 1 1 1 UK CA 0 0 0 0 1 0 X 18 18 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 1 0 1 1 0 DC X ANJULA SINGH 2026405870 733 10TH STREET NW 10TH FL WASHINGTON DC 20001 DAVID BYRNE DIRECTOR 1.00 0.00 X 0 0 0 JAY L COOPER DIRECTOR 1.00 0.00 X 0 0 0 DUNCAN CRABTREE-IRELAND DIRECTOR 1.00 0.00 X 0 0 0 ANDREA FINKELSTEIN DIRECTOR 1.00 0.00 X 0 0 0 RAY HAIR DIRECTOR 1.00 0.00 X 0 0 0 ALASDAIR MCMULLAN DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL HAUSMAN DIRECTOR 1.00 0.00 X 0 0 0 MITCH GLAZIER DIRECTOR 1.00 0.00 X 0 0 0 KENDALL MINTER DIRECTOR 1.00 0.00 X 0 0 0 RICHARD BURGESS DIRECTOR 1.00 0.00 X 0 0 0 PATRICK RAINS DIRECTOR 1.00 0.00 X 0 0 0 MARTHA REEVES DIRECTOR 1.00 0.00 X 0 0 0 JESSICA GOLDENBERG DIRECTOR 1.00 0.00 X 0 0 0 JON GLASS DIRECTOR 1.00 0.00 X 0 0 0 LAURIE SORIANO DIRECTOR 1.00 0.00 X 0 0 0 DARIUS VAN ARMAN DIRECTOR 1.00 0.00 X 0 0 0 JEFF WALKER DIRECTOR 1.00 0.00 X 0 0 0 VICTOR ZARAYA DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL J HUPPE PRESIDENT & CEO 40.00 1.00 X 1811019 0 47129 ANJULA SINGH CFO & COO 40.00 1.00 X 820680 0 28474 TIMOTHY A DADSON GENERAL COUNSEL 40.00 1.00 X 558312 0 19630 CHARLES C RUSHING CHIEF LEGAL OFFICER 40.00 1.00 X 163205 0 6967 SCOTT D DAY CHIEF TECHNOLOGY OFFICER 40.00 1.00 X 600249 0 17735 LUIS F HECTOR BONILLA CHIEF TECHNOLOGY OFFICER 40.00 1.00 X 492096 0 45104 BRIEANNE E JACKSON DEPUTY GENERAL COUNSEL 40.00 1.00 X 374926 0 42404 PAUL GILLS SVP, PUBLISHER SERVICES, OPERATIONS 40.00 1.00 X 374255 0 41864 BARRY LEVINE VP, STRATEGIC PARTNERSHIPS 40.00 1.00 X 372882 0 29346 LINDA BLOSS-BAUM SVP, GOVT RELATIONS & PUBLIC POLICY 40.00 1.00 X 370746 0 18490 MICHAEL LEVI VP, FINANCE 40.00 1.00 X 368912 0 36460 6307282 0 333603 91 0 1 0 SOLUTION STREET LLC 505 HUNTMAR PARK DRIVE STE 225 HERNDON VA 20170 IT CONSULTING 3354876 AMAZON WEB SERVICES PO BOX 84023 SEATTLE WA 981248423 CLOUD COMPUTING SVC 3175327 TEN MILE SQUARE TECHNOLOGIES 803 WEST BROAD ST STE 210 FALLS CHURCH VA 22046 IT CONSULTING 1884460 TIGER TEAM CONSULTING LLC 11781 LEE JACKSON MEMORIAL HWY STE FAIRFAX VA 22033 IT CONSULTING 1513445 NEOVERA PO BOX 418615 BOSTON MA 022418615 IT CONSULTING 1390856 42 ROYALTY COLLECTION 900099 54933479 54933479 UNCLAIMED FUNDS 900099 11780045 11780045 BAD DEBT RECOVERY 900099 2545150 2545150 COST RECOVERY FEES 900099 1276411 1276411 70535085 7152648 156375 6996273 35536 35536 0 0 REIMBURSED SVCS INCOME 900099 1935044 1847829 87215 PLATFORM FEE 900099 400000 400000 MISCELLANEOUS INCOME 900099 60 60 2335104 80022837 72382974 643590 6996273 4282356 23442202 1071543 1918711 1854914 1848869 323049 276000 654912 4615911 214761 552053 10387970 3440196 806370 689038 156375 13199776 808902 BAD DEBT EXPENSE 2545150 MISCELLANEOUS 2097129 COST RECOVERY 1276411 BANK FEES 272892 76735490 7531144 10234719 48931048 44992204 154834316 145021518 16622003 14326685 1459675 1595537 53327917 31400239 17409343 21927678 449087729 469398862 43471598 55219940 739346856 762717143 12839138 13087997 21268428 21301032 658654906 679010160 692762472 713399189 X 46584384 49317954 46584384 49317954 739346856 762717143 X 3287347 -2962814 2409037 X X 0 1 X 1 0 1664273 475548 1188725 1810388 1212451 597937 49853256 29712240 20141016 21927678 INVESTMENTS IN SUBSIDIARIES 21235102 RIGHT OF USE (ROU-ASSET) 18377547 CAPITAL LICENSING COSTS, NET 15254461 457(B) RETIREMENT PLAN ASSET 333236 OTHER DEPOSITS 19594 55219940 793 FUNDS HELD IN AGENCY 636887083 RIGHT OF USE (ROU-LIABILITY) 21548401 DUE TO MEMBERS 15501770 LOANS FROM MEMBERS 4560185 457(B) RETIREMENT PAYABLE 333236 CAPITAL LEASES PAYABLE 174677 STATE INCOME TAXES PAYABLE 3952 DUE TO AFFILIATES 63 679010160 X PART X, LINE 2: UNDER ASC 740-10, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, AN ORGANIZATION MUST RECOGNIZE INCOME TAX BENEFITS FOR INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, ONLY WHEN IT IS DETERMINED THAT THE INCOME TAX POSITION WILL MORE-LIKELY-THAN-NOT BE SUSTAINED UPON EXAMINATION BY TAXING AUTHORITIES. THE ORGANIZATION ANALYZED TAX POSITIONS TAKEN FOR FILING WITH THE INTERNAL REVENUE SERVICE AND ALL STATE JURISDICTIONS WHERE IT OPERATES. THE ORGANIZATION BELIEVES THAT INCOME TAX FILING POSITIONS WILL BE SUSTAINED UPON EXAMINATION AND DOES NOT ANTICIPATE ANY ADJUSTMENTS THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT ON THE ORGANIZATION'S FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY, THE ORGANIZATION HAS NOT RECORDED ANY RESERVES, OR RELATED ACCRUALS FOR INTEREST AND PENALTIES FOR UNCERTAIN INCOME TAX POSITIONS AT DECEMBER 31, 2022 AND 2021. THE ORGANIZATION IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY OPEN TAX PERIODS. THE ORGANIZATION BELIEVES IT IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR YEARS PRIOR TO 2019. PART X - FUNDS HELD IN AGENCY ROYALTIES PAYMENTS ARE DUE 45 DAYS AFTER THE END OF THE MONTH. A RECEIVABLE AND CORRESPONDING LIABILITY ARE RECORDED FOR ROYALTIES RELATING TO 2022, BUT COLLECTED AFTER DECEMBER 31, 2022. THE FUNDS HELD IN AGENCY BALANCE OF $636,887,083 AT DECEMBER 31, 2022 INCLUDED A $142,121,496 ACCRUAL FOR SUCH ROYALTIES. EUROPE 0 0 PROGRAM SERVICES CONF & MEETINGS 24822 0 0 0 0 0 0 24822 0 24822 1 0 1 0 0 0 PART III ACCOUNTING METHOD: X X X 1 1 X X X X 1 0 0 MICHAEL J HUPPE PRESIDENT & CEO 1777942 0 0 0 33077 0 15250 0 31879 0 1858148 0 0 0 ANJULA SINGH CFO & COO 686092 0 130000 0 4588 0 15250 0 13224 0 849154 0 0 0 SCOTT D DAY CHIEF TECHNOLOGY OFFICER 360234 0 40000 0 200015 0 15250 0 2485 0 617984 0 0 0 TIMOTHY A DADSON GENERAL COUNSEL 493740 0 60000 0 4572 0 15250 0 4380 0 577942 0 0 0 LUIS F HECTOR BONILLA CHIEF TECHNOLOGY OFFICER 417990 0 69500 0 4606 0 15250 0 29854 0 537200 0 0 0 BRIEANNE E JACKSON DEPUTY GENERAL COUNSEL 326862 0 47250 0 814 0 15250 0 27154 0 417330 0 0 0 PAUL GILLS SVP, PUBLISHER SERVICES, OPERATIONS 319680 0 53750 0 825 0 15250 0 26614 0 416119 0 0 0 MICHAEL LEVI VP, FINANCE 307391 0 61500 0 21 0 15250 0 21210 0 405372 0 0 0 BARRY LEVINE VP, STRATEGIC PARTNERSHIPS 301590 0 50000 0 21292 0 15250 0 14096 0 402228 0 0 0 LINDA BLOSS-BAUM SVP, GOVT RELATIONS & PUBLIC POLICY 311966 0 55000 0 3780 0 15250 0 3240 0 389236 0 0 0 CHARLES C RUSHING CHIEF LEGAL OFFICER 118172 0 45000 0 33 0 4847 0 2120 0 170172 0 0 0 SCHEDULE J PART I, LINE 1A: OUR POLICY IS NOT TO PROVIDE FOR FIRST CLASS TRAVEL, HOWEVER BASED ON EXTENUATING CIRCUMSTANCES WE DID PERMIT SUCH TRAVEL FOR A FEW INSTANCES IN 2022. OUR PRESIDENT AND CEO IS PERMITTED SPOUSAL COMPANION TRAVEL REIMBURSEMENT FOR REASONABLE TRAVEL COSTS ANNUALLY. WHERE APPLICABLE, FIRST CLASS TAVEL AND SPOUSAL COMPANION TRAVEL WAS INCUDED AS A TAXABLE BENEFIT, AND THE TAX ON THESE AMOUNTS WERE GROSSED UP FOR EMPLOYEES. WHERE APPLICABLE, THE TAX ON SHORT-TERM AND LONG-TERM DISABILITY IS GROSSED UP FOR EMPLOYEES. SCHEDULE J PART I, LINE 4A: AS PART OF A SEVERANCE AGREEMENT, THE EXECUTIVE RECEIVED THE BELOW INDICATED AMOUNT IN 2022. NAME: SCOTT D. DAY AMOUNT: $197,663 FORM 990 PART I, LINE 1: FUTURE OF MUSIC. IT WAS INDEPENDENTLY FORMED IN 2003 TO BUILD FAIRER, SIMPLER, AND MORE EFFICIENT MUSIC INDUSTRY THROUGH TECHNOLOGY, DATA, AND ADVOCACY. THE ONLY ORGANIZATION DESIGNATED BY THE U.S. GOVERNMENT TO ADMINISTER THE SECTION 114 SOUND RECORDING LICENSE, SOUNDEXCHANGE COLLECTS AND DISTRIBUTES DIGITAL PERFORMANCE ROYALTIES ON BEHALF OF 613,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS AND GROWING. FORM 990, PART I, LINE 5: AS OF DECEMBER 31, 2022, SOUNDEXCHANGE HAD 196 EMPLOYEES. FORM 990 PART III, LINE 1: SOUNDEXCHANGE IS THE PREMIER MUSIC TECH ORGANIZATION ON A MISSION TO POWER THE FUTURE OF MUSIC. INDEPENDENTLY FORMED IN 2003, THE NON-PROFIT DEVELOPS AND IMPLEMENTS INNOVATIVE, EFFICIENT, AND TRUSTED FINANCIAL-TECH AND DATA MANAGEMENT SOLUTIONS FOR THE GLOBAL MUSIC MARKETPLACE, INCLUDING PROVIDING TECHNOLOGY AND ROYALTY SOLUTIONS FOR SOUND RECORDINGS AND MUSIC PUBLISHING, AND SERVING AS THE CRITICAL BACKBONE TO TODAY'S DIGITAL MUSIC INDUSTRY. THROUGH TECHNOLOGY, DATA AND ADVOCACY, SOUNDEXCHANGE ENDEAVORS TO MAKE THE BUSINESS OF MUSIC FAIRER, SIMPLER, AND MORE EFFICIENT. THE ORGANIZATION REPRESENTS APPROXIMATELY 613,000 RECORDING ARTISTS AND SOUND RECORDING RIGHTS OWNERS INCLUDING MAJOR AND INDEPENDENT RECORD LABELS, FOR THE COLLECTION AND DISTRIBUTION OF ROYALTIES FOR PUBLIC PERFORMANCE OF THEIR WORK ON NON-INTERACTIVE DIGITAL RADIO SERVICES. SOUNDEXCHANGE ALSO ADMINISTERS DIRECT NON-STATUTORY LICENSING ARRANGEMENTS BETWEEN SOUND RECORDING COPYRIGHT OWNERS AND SERVICES PERFORMING THEIR SOUND RECORDINGS AND COLLECTS, AND DISTRIBUTES ROYALTIES RECEIVED FROM FOREIGN COLLECTIVE MANAGEMENT ORGANIZATIONS ON BEHALF OF ITS MEMBERS. SOUNDEXCHANGE ALSO ADVOCATES FOR CREATORS' RIGHTS, SEEKING ROYALTY STRUCTURES THAT PROTECT THE VALUE OF MUSIC FOR ARTISTS, ENSURING THEY ARE PAID FAIRLY NO MATTER WHERE THEIR MUSIC IS PLAYED. THE LIBRARY OF CONGRESS HAS DESIGNATED SOUNDEXCHANGE TO ADMINISTER THE STATUTORY LICENSES FOR NON-INTERACTIVE DIGITAL RADIO SERVICES AND MORE THAN 3,600 OTHER DIGITAL MUSIC SERVICES. TO DATE, SOUNDEXCHANGE HAS DISTRIBUTED OVER $9 BILLION IN ROYALTIES, AND DISTRIBUTED OVER $950 MILLION JUST IN 2022, THROUGH PROPRIETARY MUSIC TECH SOLUTIONS THAT TURN DATA INTO ACCURATE REVENUE. FORM 990, PART VI, SECTION A, LINE 8B SOUNDEXCHANGE DOES NOT KEEP WRITTEN MINUTES OF ALL OF ITS COMMITTEE MEETINGS. IN PARTICULAR, WE DO NOT KEEP MINUTES OF OUR LICENSING COMMITTEE OR FINANCE COMMITTEE MEETINGS DUE TO THE SENSITIVITY OF MATTERS DISCUSSED IN THOSE MEETINGS. OUR GOVERNING DOCUMENTS MAKE CLEAR THAT MINUTES ARE NOT MANDATORY. WE DO KEEP WRITTEN MINUTES OF ALL BOARD MEETINGS. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT WILL REVIEW THE 990 PRIOR TO FILING. A COPY OF THE FILED 990 WILL BE PROVIDED TO THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C THE SOUNDEXCHANGE GOVERNANCE MANUAL REQUIRES THE DISCLOSURE OF ANY POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, THE MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY COMPLETE AN ANNUAL QUESTIONAIRE THAT ASKS IF THERE HAVE BEEN ANY CONFLICTS OF INTEREST IN THE REPORTING YEAR. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE, COMPRISING OF MEMBERS OF THE BOARD OF DIRECTORS, CONSIDERS EXTERNAL SALARY DATA, SCOPE AND COMPLEXITY OF THE RESPONSIBILITIES OF THE POSITION, IN DETERMINING, AND RECOMMENDING TO THE FULL BOARD FOR APPROVAL, THE PRESIDENT AND CEO'S EXECUTIVE COMPENSATION. THE PRESIDENT AND CEO ASSESSES COMPENSATION FOR THE OFFICERS AND OTHER EXECUTIVE TEAM MEMBERS BY UTILIZING RELEVANT EXTERNAL COMPARABLE SALARY DATA FOR LIKE RESPONSIBILITIES AT NOT-FOR-PROFIT ORGANIZATIONS, EXPERIENCE AND ANNUAL REVIEW PROCESS. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. THE CONFLICT OF INTEREST DOCUMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. A NON-GAAP VERSION OF THE FINANCIAL STATEMENTS IS MADE AVAILABLE ON SOUNDEXCHANGE'S WEBSITE. FORM 990, PART XI, LINE 9: MEMBER CONTRIBUTION 2,409,037. PART XII, LINE 2C: OVERSIGHT OF AUDIT: THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. 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