2023-11-15T23:47:28-06:00 2022-12-31 WITHUMSMITHBROWNPC 4600 EAST WEST HWY 900 BETHESDA MD 208143423 990 2022-01-01 842642688 MECHANICAL LICENSING COLLECTIVE % KRISTEN JOHNS MECH 6292408300 333 11TH AVENUE SOUTH Suite 200 NASHVILLE TN 37203 KRISTOPHER AHREND CEO 6292408300 2023-11-15 true KRISTOPHER AHREND 999009999 RICHARD RUVELSON P00234075 3012726000 2023-11-15 3 2022 2023-04-26 12:10:37Z KRISTOPHER AHREND 333 11TH AVENUE SOUTH STE 200 NASHVILLE TN 37203 44636158 false X www.TheMLC.com X 2019 DE ADMINISTER MECHANICAL LICENSES AND PROCESS ROYALTIES FOR SONGWRITERS AND MUSIC PUBLISHERS, MAINTAIN MUSICAL WORKS COPYRIGHT OWNERSHIP DATABASE AND EDUCATE THE PUBLIC. 14 14 100 0 0 0 0 0 28500000 29355000 2529910 15281158 0 0 31029910 44636158 0 0 0 0 8181789 10860382 0 0 0 18290587 32649288 26472376 43509670 4557534 1126488 740209302 954040606 724812832 944089086 15396470 9951520 ADMINISTER MECHANICAL LICENSES AND PROCESS ROYALTIES FOR SONGWRITERS AND MUSIC PUBLISHERS, MAINTAIN MUSICAL WORKS COPYRIGHT OWNERSHIP DATABASE AND EDUCATE THE PUBLIC. false false ADMINISTRATION OF BLANKET MECHANICAL LICENSES TO DIGITAL MUSIC PROVIDERS (DMP'S); COLLECTION, MATCHING, AND DISTRIBUTION OF ROYALTIES RECEIVED FROM DMP'S; CONTINUED PLANNING AND IMPLEMENTATION FOR LICENSE AND ROYALTY ADMINISTRATION OPERATIONS; WORK ON REGULATORY MEASURES TO SUPPORT LICENSE AND ROYALTY ADMINISTRATION OPERATIONS; INDUSTRY SUPPORT AND COORDINATION. false false false false false false false false false true false false false true true true false false true true false false false false false false false false true false false false false false false false false false false false false false false true X 3367 0 true 100 true false false false false false false false false X 14 14 false false false false true true true true true false false true true true true true true true true false X X KRISTEN JOHNS 6292408300 333 11TH AVENUE SOUTH SUITE 200 NASHVILLE TN 37203 X KRISTOPHER AHREND CEO 40.0 0.0 X 664383 0 35066 ILENE WEINTRAUB CFO 40.0 0.0 X 465946 0 40229 KRISTEN JOHNS CHIEF LEGAL OFFICER 40.0 0.0 X 364625 0 33873 ELLEN TRULEY CHIEF MARKETING OFFICER 40.0 0.0 X 336094 0 26767 MAURICE RUSSELL HEAD OF RIGHTS MANAGEMENT 40.0 0.0 X 275350 0 28950 ANDREW MITCHELL HEAD OF ANALYTICS & AUTOMATION 40.0 0.0 X 227333 0 31084 MAKESSA BENJAMIN HEAD OF FINANCE 40.0 0.0 X 227010 0 18595 NATHAN OSHER ASST GEN COUN - PUB. RELATIONS 40.0 0.0 X 210661 0 32357 LEIGH MCCORKLE CHIEF PEOPLE OFFICER 40.0 0.0 X 226645 0 16141 RICHARD THOMPSON CHIEF TECHNOLOGY OFFICER 40.0 0.0 X 195041 0 35249 LINDSEY MAJOR HEAD OF CUSTOMER EXPERIENCE 40.0 0.0 X 217089 0 13082 DAETWAUN BOGAN HEAD OF 3RD PARTY PARTNERSHIPS 40.0 0.0 X 207143 0 5804 Richard Marshall ASST GEN COUNSEL-DSP RELATIONS 40.0 0.0 X 196669 0 7867 Joya Carmichael HEAD OF OPERATIONS 40.0 0.0 X 195021 0 8321 Maurice Buckberry Director/Information Tech. 40.0 0.0 X 183356 0 17628 ALISA COLEMAN DIRECTOR/CHAIR OF THE BOARD 10.0 0.0 X X 0 0 0 KEVIN KADISH DIRECTOR/VICE CHAIR 2.0 0.0 X X 0 0 0 OAK FELDER DIRECTOR/SECRETARY 2.0 0.0 X X 0 0 0 RELL LAFARGUE DIRECTOR/TREASURER 0.0 0.0 X X 0 0 0 MICHAEL ABITBOL DIRECTOR (FROM 12/05/22) 2.0 0.0 X 0 0 0 JEFF BRABEC DIRECTOR 2.0 0.0 X 0 0 0 PETER BRODSKY DIRECTOR (THRU 12/04/22) 2.0 0.0 X 0 0 0 BOB BRUDERMAN DIRECTOR 2.0 0.0 X 0 0 0 TIM COHAN DIRECTOR 2.0 0.0 X 0 0 0 SCOTT CUTLER DIRECTOR 2.0 0.0 X 0 0 0 KARA DIOGUARDI DIRECTOR 2.0 0.0 X 0 0 0 David Kokakis Director 2.0 0.0 X 0 0 0 Claire McAuley Director 2.0 0.0 X 0 0 0 MIKE MOLINAR Director 2.0 0.0 X 0 0 0 Craig Wiseman Director 2.0 0.0 X 0 0 0 4192366 0 351013 28 false true false HFA 152 West 57th Street 57th Floor NEW YORK NY 10019 CONSULTING 9973556 Vaco LLC 5501 Virginia Way Suite 400 BRENTWOOD TN 37027 TEMP. STAFF/RECRUIT 842439 Pryor Cashman LLP 7 Times Square NEW YORK NY 10036 Legal Fees 640777 Schrompson Consulting Ltd 11 RED HOUSE LANE WALTON ON THAMES SURREY UK KT12 1EF CONSULTING 368000 WithumSmithBrown PC 4600 EAST WEST HWY 900 BETHESDA MD 20814 Tax & Audit Services 187520 9 0 ASSESSMENTS 900099 29355000 29355000 29355000 15281158 15281158 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 44636158 29355000 0 15281158 0 0 0 0 3494418 0 6245306 153079 311532 656047 0 785112 409129 0 0 55000 1799815 579827 421930 10827236 0 641104 285386 0 311645 0 0 1430908 639661 ROYALTY INTEREST EXPENSE 14462535 43509670 5499604 6989000 72133215 131761322 0 0 238044 790893 0 0 0 0 0 0 0 0 148378 475893 1497703 200007 1447702 1297696 656426580 804555579 0 0 0 0 4215780 3028125 99999 5142098 740209302 954040606 558206 910224 0 0 4621511 6964097 0 0 0 0 0 0 0 0 0 0 719633115 936214765 724812832 944089086 X 15396470 9951520 0 0 15396470 9951520 740209302 954040606 1126488 -6571438 X false true X false false 0 1367831 172870 1194961 0 31501 8400 23101 0 98371 18737 79634 1297696 0 SEE SUPPLEMENTAL PAGE 936214765 936214765 X 38064723 -6571435 -6571435 44636158 44636158 43509670 43509670 43509670 SCHEDULE D, PART X - OTHER LIABILITIES DESCRIPTION BOOK VALUE ----------- ---------- HISTORICAL UNMATCHED ROYALTIES 415,439,274 BLANKET ROYALTIES PENDING AFTER DISTRIBUTION: --------------------------------------------- BLANKET UNMATCHED ROYALTIES 143,994,320 BLANKET UNCLAIMED ROYALTIES 107,951,143 BLANKET HELD ROYALTIES 6,170,801 ------------ SUBTOTAL 258,116,264 ACCRUED INTEREST - HISTORICAL AND BLANKET ROYALITES 14,585,140 BLANKET ROYALTIES TO BE DISTRIBUTED: ------------------------------------ BLANKET MATCHED ROYALTIES DISTRIBUTABLE NEXT DISTRIBUTION 60,584,370 BLANKET ROYALTY ADJUSTMENTS TO BE PROCESSED 17,145,201 ----------- SUBTOTAL 77,729,571 PREPAID ROYALTY & ASSESSMENT PAYMENTS RECEIVED 163,667,933 LEASE LIABILITY 6,676,583 ----------- TOTAL OTHER LIABILITIES 936,214,765 SCHEDULE D, PART X, LINE 2 The Company is organized as a Delaware nonprofit corporation and has been recognized by the Internal Revenue Service (the "IRS") as exempt from federal income taxes under Internal Revenue Code (the "IRC") Section 501(a) as an organization described under IRC Section 501(c)(6). The Company is annually required to file a Return of Organization Exempt from Income Tax (Form 990) with the IRS. In addition, the Company is subject to income tax on net income that is derived from business activities that are unrelated to their exempt purposes. Management has determined that the Company is not subject to unrelated business income tax and has not filed an Exempt Organization Business Income Tax Return (Form 990-T) with the IRS. Management has evaluated the income tax positions taken and concluded that for the year ended December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken that would require recognition in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress for any tax periods. In addition, there have been no tax related interest or penalties for the year ended December 31, 2022 and 2021, presented in these financial statements. Should such penalties and interest be incurred, management's policy would be to recognize them as other operating expenses on the statement of activities. Europe (Including Iceland and Greenland) 0 4 Program Services See Part V 1204386 0 4 0 4 1204386 1204386 false false false false false false SCHEDULE F, PART I, LINE 3(1) - PROGRAM SERVICES UNDERTAKEN IN REGION MLC EMPLOYEES BASED IN THE UK PROVIDE TECHNOLOGY AND DATA MANAGEMENT SERVICES RELATED TO THE MLC'S MEMBER PORTAL, DATABASE, AND ROYALTY DISTRIBUTION PROCESS; AND PROVIDE OUTREACH, EDUCATION, AND SUPPORT SERVICES TO MEMBERS AND PROSPECTIVE MEMBERS OF THE MLC BASED OUTSIDE THE UNITED STATES. X X X false false false KRISTOPHER AHREND CEO 601646 0 62737 0 0 0 12200 0 23466 0 700049 0 0 0 ILENE WEINTRAUB CFO 421491 0 44455 0 0 0 12200 0 28629 0 506775 0 0 0 KRISTEN JOHNS CHIEF LEGAL OFFICER 329737 0 34888 0 0 0 12200 0 22273 0 399098 0 0 0 ELLEN TRULEY CHIEF MARKETING OFFICER 304396 0 31698 0 0 0 12200 0 15167 0 363461 0 0 0 MAURICE RUSSELL HEAD OF RIGHTS MANAGEMENT 249154 0 26196 0 0 0 11322 0 18228 0 304900 0 0 0 ANDREW MITCHELL HEAD OF ANALYTICS & AUTOMATION 205134 0 22199 0 0 0 9583 0 22717 0 259633 0 0 0 MAKESSA BENJAMIN HEAD OF FINANCE 205699 0 21311 0 0 0 9206 0 9989 0 246205 0 0 0 NATHAN OSHER ASST GEN COUN - PUB. RELATIONS 189850 0 20811 0 0 0 8991 0 23966 0 243618 0 0 0 LEIGH MCCORKLE CHIEF PEOPLE OFFICER 205465 0 21180 0 0 0 9142 0 7599 0 243386 0 0 0 LINDSEY MAJOR HEAD OF CUSTOMER EXPERIENCE 196793 0 20296 0 0 0 8757 0 5506 0 231352 0 0 0 RICHARD THOMPSON CHIEF TECHNOLOGY OFFICER 146264 0 48777 0 0 0 663 0 34786 0 230490 0 0 0 DAETWAUN BOGAN HEAD OF 3RD PARTY PARTNERSHIPS 187963 0 19180 0 0 0 1544 0 4860 0 213547 0 0 0 Richard Marshall ASST GEN COUNSEL-DSP RELATIONS 178459 0 18210 0 0 0 7867 0 600 0 205136 0 0 0 Joya Carmichael HEAD OF OPERATIONS 176897 0 18124 0 0 0 7821 0 1651 0 204493 0 0 0 Maurice Buckberry Director/Information Tech. 165666 0 17690 0 0 0 0 0 18228 0 201584 0 0 0 PART V, LINE 2A/2B AND PART VII - EMPLOYEES OF THE ORGANIZATION Mechanical Licensing Collective employees are reported for tax payroll filings by a Professional Employer Organization engaged by MLC and the PEO files all payroll tax returns and W-2's for MLC's employees under the PEO's and federal identification number. Form 990 instructions state that MLC shall treat the employees of the PEO as their own employees as common law employees under state law. The compensated employees that are officers, key employees and constitute the top five highly compensated employees over $100,000 are reported on Part VII and Schedule J, as applicable, of MLC's and compensation and benefits for the employees are reflected on Part XI lines 5 - 10 on MLC's Form 990. PART VI, SECTION A, LINE 6 - CLASSES OF MEMBERS THERE SHALL BE THREE CLASSES OF MEMBERS: 1. CLASS A MEMBERS - SONGWRITER DIRECTORS OF THE BOARD. 2. CLASS B MEMBERS - ANY PUBLISHER WITH A LICENSOR MARKET SHARE OF AT LEAST FIVE ONE-THOUSANDTHS OF ONE PERCENT. 3. CLASS C MEMBERS - EACH OF THE FIVE PUBLISHERS WITH THE FIVE RESPECTIVE GREATEST LICENSOR MARKET SHARES AMONG ALL PUBLISHERS. PART VI, SECTION A, LINE 7A - SELECTION OF DIRECTORS THE LIBRARIAN OF CONGRESS HAS THE POWER TO APPOINT VOTING DIRECTORS PART VI, SECTION B, LINE 7B - GOVERNANCE DECISIONS RESERVED TO MEMBERS DELAWARE LAW REQUIRES MEMBER APPROVAL FOR CERTAIN MAJOR CORPORATE ACTIONS, SUCH AS MERGER, DISSOLUTION, OR AMENDING THE CERTIFICATE OF INCORPORATION. THE BYLAWS REQUIRE MEMBER APPROVAL TO CHANGE CERTAIN SECTIONS OF THE BYLAWS THEMSELVES. PART VI, SECTION B, LINE 11B - REVIEW PROCESS OF FORM 990 A DRAFT COPY OF THE FORM 990 IS SUPPLIED BY THE CERTIFIED PUBLIC ACCOUNTING FIRM ("CPA FIRM"), ENGAGED TO PREPARE THE RETURN, AND FORWARDED TO THE CEO, CFO, AND LEGAL TEAM FOR THEIR JOINT REVIEW. UPON REVIEW, ANY PROPOSED CHANGES ARE RELAYED BACK TO THE CPA FIRM AND UPON APPROVAL OF THE FINAL VERSION FROM THE CEO, CFO, AND LEGAL TEAM, THE RETURN IS FILED BY THE CPA FIRM ON BEHALF OF MLC. PART VI, SECTION B, LINE 12C - CONFLICTS OF INTEREST POLICY The Conflict of Interest Policy ("Policy") applies to all directors, officers, committee members and employees (each a "Responsible Person") of Mechanical Licensing Collective (the "Collective"). This Policy establishes guidelines for appropriately managing actual, potential or perceived Conflicts of Interest in accordance with legal requirements and the Collective's goals of accountability and transparency. The Chair of the Board shall, if appropriate, appoint a disinterested person or committee to investigate the market and alternatives to the Transaction, and present such information to the disinterested directors, who shall determine whether a more advantageous alternative Transaction that would not give rise to a Conflict of Interest can be arranged with reasonable effort. The Collective is committed to conducting its operations in accordance with the highest standards of ethics and integrity. This Policy protects the interests of the Collective when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of any Responsible Person, or indirectly benefit a Related Party. Each director and officer shall annually sign a statement which affirms such person: (a) Has received a copy of the Policy; (b) Has read and understands the Policy, (c) Has agreed to comply with the Policy, and (d) Either has no actual or potential conflict to disclose or discloses all relevant facts pursuant to the Policy to allow the Board to determine if a Conflict of Interest exists. all relevant facts pursuant to the Policy to allow the Board to determine if a Conflict of Interest exists. PART VI, SECTION B, LINE 14, DOCUMENT RETENTION THE MLC HAS A STATUTORY OBLIGATION UNDER 17 USC 115(d)(3)(M)(i)TO MAINTAIN CERTAIN RECORDS FOR A PERIOD OF NOT LESS THAN SEVEN YEARS AFTER THE DATE OF CREATION OR RECEIPT, WHICHEVER OCCURS LATER. PART VI, SECTION C, LINE 19 - AVAILABILITY OF GOVERNING DOCUMENTS THE GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST.