MMTRS 10-Q
Mills Music Trust (MMTRS)
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 | ||||||
TABLE OF CONTENTS
Three Months Ended March 31 |
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2026 |
2025 |
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Receipts from EMI |
$ | (1) |
$ | |||||
Undistributed Cash at Beginning of Period |
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Disbursements —Administrative Expenses |
( |
) | ( |
) | ||||
Balance Available for Distribution |
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Cash Distributions to Unit Holders |
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Undistributed Cash at End of Period |
$ |
$ |
(2) | |||||
Cash Distribution per Trust Unit (based on |
$ |
$ |
||||||
| (1) | The receipts from EMI consist of (i) $ Q4 Contingent Portion Payment ”), (ii) $Q3 Contingent Portion Payment True Up ”), and (iii) $per Trust Unit) as an additional payment with respect to the Q4 Contingent Portion Payment, which EMI claims is the result of a computational error made by EMI in calculating the Q4 Contingent Portion Payment (the “ Additional Q4 Amount ”). In the Trust’s view, the Additional Q4 Amount relates to the Calculation Method Dispute discussed in more detail below, a historical dispute between EMI and the Trust regarding the interpretation of a provision in the Asset Purchase Agreement governing the formula to be used to determine the Contingent Portion payment in a given quarter. EMI has advised the Trust that the Additional Q4 Amount represents an overpayment by EMI to the Trust and that EMI intends to correct such overpayment in future quarters by offset against future Contingent Portion payments to be made to the Trust. The Trust intends to reserve its rights with respect to the Additional Q4 Amount and the Calculation Method Dispute. |
| (2) | Includes undistributed cash in the aggregate amount of $ |
Quarterly Payment Period |
Amount of Deficiency |
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March 31, 2025 |
$ | |||
June 30, 2025 |
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September 30, 2025 |
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December 31, 2025 |
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March 31, 2026 |
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Total |
$ |
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Three Months Ended March 31 |
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2026 |
2025 |
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| Corporate Trustee Fees |
$ | $ | ||||||
| Individual Trustee Fees |
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| Transfer Agent Registrar Fees(1) |
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| Totals |
$ |
$ |
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| (1) | These services are performed by the Corporate Trustee. |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Copyright Catalogue
The Catalogue is estimated by EMI to be composed of over 12,000 music titles (the “Copyrighted Songs”), of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the Trust derives its receipts principally from copyrights established in or prior to 1954 in the United States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed.
A number of factors create uncertainties with respect to the Catalogue’s ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i) the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii) reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or “copyright recapture”) and (iv) ongoing disputes regarding the payment and calculation of the Contingent Portion.
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 in accordance
with its Contingent Portion payment obligation.
The Trust’s income is dependent, in part, on EMI’s ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly.
Based on the Listing, most of the Top 50 Songs obtained copyright registration under the United States Copyright Act of 1909 (the “1909 Act”) between 1926 and 1954. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. Based on the Listing, the Copyright expiration dates for the Top 50 Songs, to the extent known, range between 2021 and 2049, as set forth in the Listing.
The Copyrighted Songs are subject to statutory rights of termination of transfers, which may impact whether EMI is able to retain its ownership of the Copyrighted Songs during their respective terms of copyright protection. For copyrights governed by the 1909 Act, this termination right vests at the end of two different renewal terms, which vary for each Copyrighted Song. As the owner of the Catalogue, EMI (and not the Trust) is responsible for administrating the Catalogue and seeking renewals of the Copyrighted Songs. The Asset Purchase Agreement provides that EMI is obligated to use its best efforts to secure renewals.
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Contingent Portion Payments
Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust generally distributes 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 amount of each payment of the Contingent Portion is based on a formula set forth in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “Minimum Payment Obligation”).
Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement (the “Calculation Method Dispute”). As a result of the New Calculation Method not being applied, after giving effect to the Settlement described below, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view by the following amounts as of March 31, 2026 (the “Calculation Method Underpayments”):
| Quarterly Payment Period | Amount of Deficiency |
|||
| March 31, 2025 |
$ | 69,244 | ||
| June 30, 2025 |
0 | |||
| September 30, 2025 |
78,498 | |||
| December 31, 2025 |
0 | |||
| March 31, 2026 |
123,398 | |||
|
|
|
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| Total |
$ | 271,140 | ||
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|
|
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As of the date hereof, the Trust has not received any amounts in respect of the Calculation Method Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments or that it will resolve favorably the ongoing dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.
In addition, on October 1, 2020, the Trust engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income (“Citrin”), to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine the areas and extent of underpayment, if any, of quarterly Contingent Portion payments payable to the Trust for the periods beginning January 1, 2016 and ended December 31, 2020 (the “Audit Period”). Citrin’s final report (the “Citrin Report”) was delivered to the Trustees on April 4, 2022. The Citrin Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period in addition to the Calculation Method Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report.
On October 30, 2025 (the “Settlement Date”), the Trust, Trustees, EMI and certain EMI affiliates entered into a settlement agreement, effective as of July 1, 2025 (the “Settlement Agreement”), pursuant to which the parties agreed to settle (the “Settlement”) all claims (the “Settled Claims”) of the Trust and/or the Trustees (i) for all periods of time prior to December 31, 2024 relating to EMI’s obligation to make Contingent Portion payments under the Asset Purchase Agreement, and (ii) regarding the interpretation of certain provisions of the Asset Purchase Agreement that had been subject to a tolling agreement between EMI and the Trust.
Under the terms of the Settlement, among other things, (i) EMI made a payment to the Trust in the amount of $500,000 on November 5, 2025 in full and final settlement of the Settled Claims (the “Settlement Payment”), (ii) the Trust and EMI agreed to amend Section 1(c)(i)(A) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, in calculating any Contingent Portion Payment due and payable by EMI to the Trust, EMI shall cap the foreign sub-publishing fee between EMI and any foreign affiliate thereof at twenty-five percent (25%), which cap acts as a limitation on certain deductions that EMI can make against payments due to the Trust, and (iii) the Trust and EMI agreed to amend Section 1(c)(i)(B) of the Asset Purchase Agreement to provide that beginning with the quarterly period beginning July 1, 2025, EMI shall only be entitled to offset the costs associated with EMI obtaining U.S. copyright renewals for a song against royalty income collected by EMI in the U.S. for such song (and not against any foreign royalty income collected outside of the U.S. for such song), and this modification also serves to narrow permissible offsets to payments due from EMI to the Trust.
The Settlement includes all claims relating to the Calculation Method Dispute through December 31, 2024 and all claims relating to the underpayments included in the Citrin Report. The Settlement does not include any claims for any periods after December 31, 2024 nor does it resolve the Calculation Method Dispute. As such, the Trustees and EMI have not agreed to settle any claims relating to the Calculation Method Dispute or the Calculation Method Underpayments for any period of time after December 31, 2024. The Trust can offer no assurance that it will be able to recover any portion of the Calculation Method Underpayments that were not subject to the Settlement, or that it will favorably resolve the Calculation Method Dispute with respect to future payments of the Contingent Portion.
For the full text of the pro forma Asset Purchase Agreement, as amended by the Settlement Agreement, please refer to the Current Report on Form 8-K, dated October 30, 2025, which the Trust filed with the Securities and Exchange Commission on November 5, 2025.
Recent Contingent Portion Payments and Other Amounts
In March 2026, the Trust received from EMI the aggregate amount of $424,160 (the “Q4 Payment”), consisting of (i) a Contingent Portion payment of $241,647 ($0.8701 per Trust Unit) from EMI, which was attributable to royalty income generated by the Catalog during the fourth quarter of 2025 (the “Q4 Contingent Portion Payment”), as compared to $260,759 ($0.9390 per Trust Unit) for the Continent Portion payment attributable to royalty income generated by the Catalog the fourth quarter of 2024, (ii) $92,550 ($0.3333 per Trust Unit) as a result of a true up of the Contingent Portion payment made by EMI to the Trust during the third quarter of 2025 in respect of royalty income generated by the Catalogue in the third quarter of 2025 (the “Q3 Contingent Portion Payment True Up”), and (iii) $89,963 ($0.3239 per Trust Unit) as an additional payment with respect to the Q4 Contingent Portion Payment, which EMI claims is a result of a computational error made by EMI in calculating the Q4 Contingent Portion Payment (the “Additional Q4 Amount”). In the Trust’s view, the Additional Q4 Amount relates to the Calculation Method Dispute discussed in more detail above, a historical dispute between EMI and the Trust regarding the interpretation of a provision in the Asset Purchase Agreement governing the formula to be used to determine the Contingent Portion payment in a given quarter. EMI has advised the Trust that the Additional Q4 Amount represents an overpayment by EMI to the Trust and that EMI intends to correct such overpayment in future quarters by offset against future Contingent Portion payments to be made to the Trust. The Trust does not agree that the Additional Q4 Amount is an overpayment and intends to reserve its rights with respect to the Additional Q4 Amount and the Calculation Method Dispute.
Recent 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.
After receiving the Q4 Payment, the Trust paid $78,865 to third parties in connection with invoices rendered to the Trust, leaving a balance of $345,295 ($1.2434 per Trust Unit), which such balance was distributed to the Unit Holders on March 26, 2026.
See the table headed “Statement of Cash Receipts and Disbursements” for information regarding cash disbursements made to Unit Holders during the three months ended March 31, 2026 and March 31, 2025. For more computation details regarding the payments received by the Trust in March 2026 and the related distribution to Unit Holders, please refer to the Current Report on Form 8-K, dated March 26, 2026, which the Trust filed with the Securities and Exchange Commission on March 26, 2026.
Cash and Administrative Expenses
As of March 31, 2026, the Trust was holding $0 in cash and had $35,536 in unpaid administrative expenses for services rendered to the Trust.
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Segment Information
The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trust’s Trustees (in such capacities, collectively, the “CODM”), for making decisions and assessing performance as the source of the Trust’s reportable segments.
The Trust has one reportable segment: receiving quarterly payments of the Contingent Portion from EMI and distributing the amounts it receives to the Unit Holders, after payment of, or withholdings in connection with, expenses and liabilities of the Trust. As the Trust operates in one reportable segment, the CODM evaluates the performance of the Trust based on the aggregate amount of cash distributions which the Trust is able to pay to Unit Holders. The key performance metric considered by the CODM is cash distributions per Trust Unit. Material cash receipts, disbursements and withholdings of the Trust which are reviewed by the CODM include receipts of the Contingent Portion from EMI and administrative expenses, which primarily consist of third party service provider fees (including legal, accounting, auditor and printer fees) and Trustee and Transfer Agent Registrar fees. The CODM will continue to evaluate its segment reporting disclosures and make adjustments if and to the extent there are material changes in financial reporting requirements.
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Inflation
The Trust does not believe that inflation has materially affected its activities.
Liquidity and Capital Resources
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. See the table headed “Statements of Cash Receipts and Disbursements” under Part 1 — Item 1, “Financial Statements” for information regarding cash disbursements made to Unit Holders during the three months ended March 31, 2026 and March 31, 2025.
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Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Trust’s financial condition, changes in financial condition, revenues or expenses, results of operations or liquidity that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Controls and Procedures
As of the end of the period covered by this quarterly report, the Trust carried out an evaluation of the effectiveness of the design and operation of the Trust’s “disclosure controls and procedures” (as defined in Rules 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) under the supervision and with the participation of the Trust’s management, including the Chief Financial Individual providing accounting services and the trust officers of the Corporate Trustee. Based on that evaluation, the Chief Financial Individual providing accounting services and the trust officer of the Corporate Trustee concluded that the Trust’s disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Trust’s reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Trust’s reports filed under the Exchange Act is accumulated and communicated to Trust’s management, including the Chief Financial Individual providing accounting services and the trust officer of the Corporate Trustee, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting that occurred during the fiscal period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees, recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that the Trust’s management, including the Chief Financial Individual providing accounting services and the Trustees, is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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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 | |
| 31.2 | Certification by the trust officer of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification by the Chief Financial Individual providing accounting services pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification by the trust officer for the Corporate Trustee Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | 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 | |
| * | Furnished, not filed |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| May 15, 2026 | Mills Music Trust | |||||||
| (Registrant) | ||||||||
| By: | /s/ Garfield Barrett | |||||||
| Garfield Barrett | ||||||||
| Trust Officer of the Corporate Trustee | ||||||||
| HSBC Bank USA, NA | ||||||||
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