Mills Music Trust 10-Q for FY2022 Q1
Mills Music Trust (MMTRS)
About this 10-Q
Mills Music Trust filed this 10-Q on May 16, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
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 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 10 | ||||
| 11 | ||||
Three Months Ended March 31 |
||||||||
2022 |
2021 |
|||||||
Receipts from EMI |
$ | $ | ||||||
Undistributed Cash at Beginning of Period |
||||||||
Disbursement—Administrative Expenses |
( |
) | ( |
) (1) | ||||
Balance Available for Distribution |
||||||||
Cash Distributions to Unit Holders |
||||||||
Undistributed Cash at End of Period |
$ |
$ |
(2) | |||||
Cash Distribution per Trust Unit (based on |
$ |
$ |
||||||
| (1) | Administrative expenses in the aggregate amount of $ |
| (2) | Includes amounts reserved for administrative expenses in the aggregate amount of $ |
Three Months Ended March 31 |
||||||||
2022 |
2021 |
|||||||
Corporate Trustee Fees |
$ | $ | ||||||
Individual Trustee Fees |
||||||||
Transfer Agent Registrar Fees (1) |
||||||||
Totals |
$ |
$ |
(2) | |||||
| (1) | These services are performed by the Corporate Trustee. |
| (2) | Corporate Trustee Fees 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 | |||
| September 30, 2021 |
38,846 | |||
| December 31, 2021 |
38,112 | |||
| March 31, 2022 |
0 | |||
| |
|
|||
| TOTAL |
$ |
901,880 |
||
| |
|
| 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 DISCLOSURE |
| 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 | |
| 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 |
| May 16, 2022 | 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s 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. |
| May 16, 2022 |
/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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s 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. |
| May 16, 2022 | /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 March 31, 2022, 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. |
| May 16, 2022 | /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 March 31, 2022, 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. |
| May 16, 2022 | /s/ Garfield Barrett |
| Garfield Barrett | ||
| Trust Officer of The Corporate Trustee | ||
| HSBC Bank USA, N.A |