QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
N/A |
N/A |
N/A |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
3 | ||||
3 | ||||
6 | ||||
9 | ||||
9 | ||||
9 | ||||
9 | ||||
9 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
11 |
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Receipts from EMI |
$ | $ | $ | $ | ||||||||||||
Undistributed Cash at Beginning of Period |
$ | (1) |
$ | $ | $ | |||||||||||
Disbursements - Administrative Expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance Available for Distribution |
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Cash Distributions to Unit Holders |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Undistributed Cash at End of Period |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Distributions Per Unit (based on |
$ |
$ |
$ |
$ |
||||||||||||
|
|
|
|
|
|
|
|
(1) | Includes amounts reserved for administrative expenses in the aggregate amount of $ |
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Corporate Trustee Fees and Expenses |
$ | $ | $ | $ | ||||||||||||
Individual Trustee Fees and Expenses |
||||||||||||||||
Transfer Agent and Registrar (1) |
||||||||||||||||
TOTALS |
$ |
(2) |
$ |
$ |
$ |
|||||||||||
(1) | These services are performed by the Corporate Trustee. |
(2) | Includes amounts reserved for administrative expenses in the aggregate amount of $ |
Quarterly Payment Period |
Amount of Deficiency |
|||
March 31, 2016 |
$ | 79,889 | ||
September 30, 2016 |
37,529 | |||
March 31, 2017 |
85,359 | |||
September 30, 2017 |
41,557 | |||
March 31, 2018 |
98,901 | |||
September 30, 2018 |
75,712 | |||
March 31, 2019 |
71,489 | |||
June 30, 2019 |
41,786 | |||
September 30, 2019 |
68,571 | |||
December 31, 2019 |
42,572 | |||
March 31, 2020 |
40,025 | |||
June 30, 2020 |
15,557 | |||
September 30, 2020 |
40,085 | |||
March 31, 2021 |
42,742 | |||
June 30, 2021 |
43,148 | |||
Total |
$ |
824,922 |
||
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit No. |
Description | |
31.1 | Certification by the Chief Financial Individual providing accounting services pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
31.2 | Certification by the trust officer of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.1* | Certification by the Chief Financial Individual providing accounting services pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
32.2* | Certification by the trust officer for the Corporate Trustee Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
101.1NS | XBRL Instance Document | |
101.SCH | XBRL Schema Document | |
101.CAL | XBRL Calculation Linkbase Documents | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Labels Linkbase Documents | |
101.PRE | XBRL Presentation Linkbase Documents | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Furnished, not filed |
August 16, 2021 | Mills Music Trust | |||||
(Registrant) | ||||||
By: | /s/ Garfield Barrett | |||||
Garfield Barrett | ||||||
Trust Officer of the Corporate Trustee HSBC Bank USA, NA |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joel Faden, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
* The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
August 16, 2021 | /s/ Joel Faden | |
Joel Faden | ||
Chief Financial Individual (principal financial officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Garfield Barrett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mills Music Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
* | The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
August 16, 2021 | /s/ Garfield Barrett | |||
Garfield Barrett | ||||
Trust Officer of The Corporate Trustee | ||||
HSBC Bank USA, N.A. |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Mills Music Trust (the Trust) on Form 10-Q for the fiscal quarter ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition* and results of operations of the Trust. |
* | The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
August 16, 2021 | /s/ Joel Faden | |||||
Joel Faden | ||||||
Chief Financial Individual (principal financial officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Mills Music Trust (the Trust) on Form 10-Q for the fiscal quarter ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), the undersigned hereby certifies, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition* and results of operations of the Trust. |
* | The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
August 16, 2021 | /s/ Garfield Barrett | |
Garfield Barrett | ||
Trust Officer of The Corporate Trustee |
Statements of Cash Receipts and Disbursements - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Operating Cash Flows, Direct Method [Abstract] | ||||
Receipts from EMI | $ 240,626 | $ 229,717 | $ 521,538 | $ 488,752 |
Undistributed Cash at Beginning of Period | 51,161 | 46 | 46 | 46 |
Disbursements - Administrative Expenses | (134,242) | (78,186) | (134,242) | (115,703) |
Balance Available for Distribution | 157,545 | 151,577 | 387,342 | 373,095 |
Cash Distributions to Unit Holders | (157,499) | (151,530) | (387,296) | (373,048) |
Undistributed Cash at End of Period | $ 46 | $ 47 | $ 46 | $ 47 |
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding) | $ 0.57 | $ 0.55 | $ 1.39 | $ 1.34 |
Statements of Cash Receipts and Disbursements (Parenthetical) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Apr. 15, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Number of Trust Units Outstanding | 277,712 | 277,712 | 277,712 | 277,712 | |
Payment for administrative expenses | $ 51,115 |
Organization and Summary of Significant Accounting Policies |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Background Mills Music Trust (the “ Trust ”) was created by a Declaration of Trust, dated December 3, 1964 (the “Declaration of Trust ”), for the purpose of acquiring from Mills Music, Inc. (“Old Mills ”), the rights to receive payment of a deferred contingent purchase price obligation (the “Contingent Portion ”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “Catalogue ”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “Asset Purchase Agreement ”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed. The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“ EMI ”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC is the administrator and manager of EMI and the Catalogue. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “ Corporate Trustee ”), and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust (the “Individual Trustees ” and together with the Corporate Trustee, the “Trustees ”). Proceeds from Contingent Portion Payments The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “ Unit Holders ”) representing interests in the Trust (the “Trust Units ”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities. Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement. Calculation of Contingent Portion The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. For information regarding the calculation of the Contingent Portion and a related dispute between EMI and the Trust see “Contingent Portion Payments” under Part I — Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. For information regarding cash disbursements made to Unit Holders for the three and six months ended June 30, 2021 and June 30, 2020 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”. The Copyright Catalogue The Catalogue is estimated to be composed of over 12,000titles (the “ of which Copyrighted Songs ”), approximately 1,430produced royalty income in recent years. Top 50 Songs ”), together with certain copyright information with respect to each of the Top 50 Songs (the “2020 Listing ”). A copy of the 2020 Listing, as provided by EMI, is included in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2020. The 2020 Listing does not include any information regarding Copyrighted Songs for the 2021 calendar year. Accounting Policies Payments to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows. These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year. |
Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 2. INCOME TAXES No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust. |
Governance of the Trust |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Governance of the Trust | NOTE 3. GOVERNANCE OF THE TRUST The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust, and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal, resignation, incapacity, or in the case of Individual Trustees, their death. On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Exchange Act of 1933) applicable to the Individual Trustees and the trust officers of the Corporate Trustee. A copy of the Code of Ethics will be provided to any person without charge upon written request to the Trust at its administrative office, c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services, 452 Fifth Avenue, New York, NY. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at http://www.us.hsbc.com. The Trust is not a corporate entity and thus does not have an Audit Committee. The Trust has established a policy with regard to audit, audit-related
and certain non-audit engagements of its independent auditors. Under this policy, the Trust annually approves certain limited, specified recurring services which may be provided by the Trust’s accountant or independent auditors. All other engagements for services to be performed by the Trust’s independent auditors must be separately pre-approved by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust. |
Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. The Declaration of Trust also provides that if a Trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to the terms and conditions of the Declaration of Trust. Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and six months ended June 30, 2021 and June 30, 2020:
The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 452 Fifth Avenue, New York, New York 10018. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust. |
Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 5. SUBSEQUENT EVENTS None. |
Organization and Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Background | Organization and Background Mills Music Trust (the “ Trust ”) was created by a Declaration of Trust, dated December 3, 1964 (the “Declaration of Trust ”), for the purpose of acquiring from Mills Music, Inc. (“Old Mills ”), the rights to receive payment of a deferred contingent purchase price obligation (the “Contingent Portion ”) payable to Old Mills. The obligation to pay the Contingent Portion arose as the result of the sale by Old Mills of its music and lyric copyright catalogue (the “Catalogue ”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “Asset Purchase Agreement ”). Pursuant to the Asset Purchase Agreement, payment of the Contingent Portion to the Trust continues until the end of the year in which the last copyright in the Catalogue expires and cannot be renewed. The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“ EMI ”), the owner of the copyrighted materials contained in the Catalogue. The Trust has been advised that Sony/ATV Music Publishing LLC is the administrator and manager of EMI and the Catalogue. HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “
Corporate Trustee ”), and Lee Eastman and Michael E. Reiss are the Individual Trustees of the Trust (the “Individual Trustees ” and together with the Corporate Trustee, the “Trustees ”). |
Proceeds from Contingent Portion Payments | Proceeds from Contingent Portion Payments The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust certificates (the “ Unit Holders ”) representing interests in the Trust (the “Trust Units ”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities. Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement. |
Calculation of the Contingent Portion | Calculation of Contingent Portion The amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. For information regarding the calculation of the Contingent Portion and a related dispute between EMI and the Trust see “Contingent Portion Payments” under Part I — Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. |
Cash Distributions to Unit Holders | Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. For information regarding cash disbursements made to Unit Holders for the three and six months ended June 30, 2021 and June 30, 2020 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”. |
The Copyright Catalogue | The Copyright Catalogue The Catalogue is estimated to be composed of over 12,000titles (the “ of which Copyrighted Songs ”), approximately 1,430produced royalty income in recent years. Top 50 Songs ”), together with certain copyright information with respect to each of the Top 50 Songs (the “2020 Listing ”). A copy of the 2020 Listing, as provided by EMI, is included in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2020. The 2020 Listing does not include any information regarding Copyrighted Songs for the 2021 calendar year. |
Accounting Policies | Accounting Policies Payments to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses of the Trust. The Declaration of Trust provides for the distribution of the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows. These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Trust’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year. |
Related Party Transactions (Tables) |
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disbursements to Trustees | Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the three and six months ended June 30, 2021 and June 30, 2020:
|
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021
Songs
| |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Date of formation of Mills Music Trust | Dec. 03, 1964 |
Top 50 Songs in the Catalogue | EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 2020 calendar year (the “Top 50 Songs”), together with certain copyright information with respect to each of the Top 50 Songs (the “2020 Listing”). A copy of the 2020 Listing, as provided by EMI, is included in the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2020. The 2020 Listing does not include any information regarding Copyrighted Songs for the 2021 calendar year. |
2020 Listing Top 50 [Member] | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Estimated number of songs in the Catalogue | 12,000 |
Estimated number of songs producing royalty income | 1,430 |
Number of Copyrighted Songs in the Top 50 list | 50 |
Income Taxes - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Related Party Transactions - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Related Party Transaction [Line Items] | |
Trustee annual compensation | $ 2,500 |
Expense Charged Or Paid Trust For Office SpaceAnd Office Equipment | $ 0 |
Maximum [Member] | |
Related Party Transaction [Line Items] | |
Aggregate compensation percentage to Trustees | 3.00% |
Related Party Transactions - Disbursements to Trustees (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Apr. 15, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | $ 11,250 | $ 5,625 | $ 11,250 | $ 11,250 | |
Individual [Member] | |||||
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | 2,500 | 1,250 | 2,500 | 2,500 | |
Corporate Trustee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | 1,250 | 625 | 1,250 | 1,250 | |
Transfer Agent Registrar Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | $ 5,625 | $ 7,500 | $ 3,750 | $ 7,500 | $ 7,500 |
Related Party Transactions - Disbursements to Trustees (Parenthetical) (Detail) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Apr. 15, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | $ 11,250 | $ 5,625 | $ 11,250 | $ 11,250 | |
Transfer Agent Registrar Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Trustee Fees and Expenses | $ 5,625 | $ 7,500 | $ 3,750 | $ 7,500 | $ 7,500 |
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