Mills Music Trust 10-K for FY2024
Mills Music Trust (MMTRS)
About this 10-K
Mills Music Trust filed this 10-K on March 31, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Table of Contents
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip code) | |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Auditor Firm ID: |
Auditor Name: CPA’s, LLC |
Auditor Location: |
Table of Contents
TABLE OF CONTENTS
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| 6 | ||||
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| 6 | ||||
| 7 | ||||
| 7 | ||||
| 8 | ||||
| 8 | ||||
| 8 | ||||
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
9 | |||
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
11 | |||
| 11 | ||||
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE |
19 | |||
| 19 | ||||
| 19 | ||||
| 20 | ||||
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
20 | |||
| 20 | ||||
| 21 | ||||
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
21 | |||
| 21 | ||||
| 23 | ||||
| 23 | ||||
| 24 | ||||
| 25 | ||||
| EX-31.1 |
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| EX-31.2 |
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| EX-32.1 |
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| EX-32.2 |
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Table of Contents
PART I
ITEM 1. BUSINESS
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 right 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 (“Sony/ATV”) 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 is the Individual Trustee of the Trust (the “Individual Trustee” 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 the 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 II, Item 7, “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.
The Copyright Catalogue
The Catalogue is estimated 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 information which EMI provided to the Trust, most of the royalty income generated by the Catalogue during recent years has been produced by a relatively small number of the Copyrighted Songs with copyrights established primarily in or prior to 1960.
EMI has provided the Trust with a listing (the “Listing”) of the top 50 earning songs in the Catalogue during the 2024 calendar year (the “Top 50 Songs”). The totals contained in the right most column of the Listing represent gross royalty payments EMI received for each of the Top 50 Songs, before it made deductions in accordance with the Asset Purchase Agreement. The Listing also contains the following additional information for each song title: the writer(s), the original copyright date and copyright renewal date and the date on which each copyright enters the public domain in the United States.
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The Listing is set forth below in the form that EMI provided to the Trust. There can be no assurance that the Listing is indicative of the future performance of the Copyrighted Songs or that EMI will be able to retain its rights to the Copyrighted Songs during their full term of copyright protection. As of the date of this report, the Trust has not undertaken an audit to confirm the accuracy of the information contained in the Listing, and there can be no assurance by the Trust that the information EMI provided in the Listing is correct.
Top 50 Songs
2024
| Rank |
Song No. |
Song Title |
Writers |
Original |
Renewal Date |
Last Year of |
U.S. Year |
Gross Revenue |
||||||||||
| 1 | 2105974 |
SLEIGH RIDE (VOCAL) [WW + US Pre & Post ERT Options] | LEROY ANDERSON (50), MITCHELL PARISH (50) | 10/24/1950 | 12/5/1977 | 2045 | 2046 | 1,317,396.60 | ||||||||||
| 2 | 2166108 |
LITTLE DRUMMER BOY | KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33) | 11/13/1958 | 5/12/1986 | 2053 | 2054 | 748,641.29 | ||||||||||
| 3 | 3150020 |
SLEIGH RIDE PROMENADE | LEROY ANDERSON (50), MITCHELL PARISH (50) | 10/24/1950 | 12/5/1977 | 2045 | 2046 | 279,366.55 | ||||||||||
| 4 | 755387 |
It Don’t Mean A Thing (If It Ain’t Got That Swing) | Duke Ellington (50), IRVING MILLS (50) | 10/28/1932 | 10/28/1959 | 2027 | 2028 | 234,917.36 | ||||||||||
| 5 | 795188 |
Solitude | EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32) | 9/21/1934 | 9/4/1962 | 2029 | 2030 | 156,476.69 | ||||||||||
| 6 | 2135459 |
STARDUST | HOAGY CARMICHAEL (50), MITCHELL PARISH (50) | 1/5/1928 | 12/29/1955 | 2023 | 2024 | 133,824.71 | ||||||||||
| 7 | 2109890 |
SLEIGH RIDE (INSTRUMENTAL) [WW + US Pre & Post ERT Options] | LEROY ANDERSON (100) | 12/30/1948 | 2/23/1976 | 2043 | 2044 | 119,083.79 | ||||||||||
| 8 | 755507 |
Caravan - Vocal Version | Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25) | 4/19/1937 | 4/13/1965 | 2032 | 2033 | 107,382.56 | ||||||||||
| 9 | 2436326 |
AIN’T MISBEHAVIN’ | HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25) | 7/8/1929 | 7/9/1956 | 2024 | 2025 | 91,288.03 | ||||||||||
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| 10 | 3797340 |
STRAIGHTEN UP AND FLY RIGHT | NAT KING COLE (50), IRVING MILLS (50) | 5/31/1944 | 3/17/1972 | 2039 | 2040 | 87,161.85 | ||||||||||
| 11 | 2445029 |
MINNIE THE MOOCHER | CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33) | 4/7/1931 | 3/27/1959 | 2026 | 2027 | 78,063.31 | ||||||||||
| 12 | 755386 |
In A Sentimental Mood (Instr.) | Duke Ellington (100) | 11/29/1935 | 11/29/1962 | 2030 | 2031 | 77,962.73 | ||||||||||
| 13 | 759836 |
Caravan - Instrumental Version | Duke Ellington (50), JUAN TIZOL (50) | 4/19/1937 | 4/13/1965 | 2032 | 2033 | 72,350.42 | ||||||||||
| 14 | 755555 |
In A Sentimental Mood (Vocal) | Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25) | 11/29/1935 | 12/31/1962 | 2030 | 2031 | 70,150.32 | ||||||||||
| 15 | 3323422 |
LOVESICK BLUES | CLIFF FRIEND (50), IRVING MILLS (50) | 4/3/1949 | 4/4/1977 | 2044 | 2045 | 67,958.12 | ||||||||||
| 16 | 672126 |
On The Sunny Side Of The Street | Dorothy Fields (50), Jimmy McHugh (50) | 2/3/1930 | 2/4/1957 | 2025 | 2026 | 67,516.92 | ||||||||||
| 17 | 2306473 |
STORMY WEATHER (KEEPS RAININ’ ALL THE TIME) | HAROLD ARLEN (50), TED KOEHLER (50) | 4/13/1933 | 12/31/1959 | 2028 | 2029 | 60,714.92 | ||||||||||
| 18 | 2395977 |
MOONGLOW | EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32) | 12/31/1933 | 12/31/1960 | 2028 | 2029 | 60,222.62 | ||||||||||
| 19 | 2452611 |
I CAN’T GIVE YOU ANYTHING BUT LOVE | DOROTHY FIELDS (50), JIMMY MC HUGH (50) | 3/6/1928 | 2/28/1956 | 2023 | 2024 | 57,977.43 | ||||||||||
| 20 | 2049843 |
I’VE GOT THE WORLD ON A STRING | HAROLD ARLEN (50), TED KOEHLER (50) | 3/10/1932 | 11/10/1959 | 2027 | 2028 | 54,782.39 | ||||||||||
| 21 | 755540 |
Mood Indigo | BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33) | 2/21/1931 | 12/31/1958 | 2026 | 2027 | 50,164.42 |
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| 22 | 3560020 |
ON THE WATERFRONT | LEONARD BERNSTEIN (100) | 7/29/1954 | 1/25/1982 | 2049 | 2050 | 44,418.18 | ||||||||||
| 23 | 2104381 |
ST. JAMES INFIRMARY | IRVING MILLS (100) | 3/4/1929 | 2/28/1957 | 2024 | 2025 | 40,200.02 | ||||||||||
| 24 | 3785846 |
STARS FELL ON ALABAMA | MITCHELL PARISH (50), FRANK S PERKINS (50) | 9/14/1934 | 9/4/1962 | 2029 | 2030 | 39,281.01 | ||||||||||
| 25 | 3757034 |
SWEET LORRAINE | CLIFF BURWELL (50), MITCHELL PARISH (50) | 12/31/1927 | 11/3/1954 | 2022 | 2023 | 35,666.48 | ||||||||||
| 26 | 3782568 |
EVERYBODY EATS WHEN THEY COME TO MY HOUSE | JEANNE BURNS (100) | 11/26/1948 | 2/23/1976 | 2043 | 2044 | 35,244.88 | ||||||||||
| 27 | 2104145 |
I CAN’T BELIEVE THAT YOU’RE IN LOVE WITH ME | CLARENCE GASKILL (50), JIMMY MC HUGH (50) | 12/31/1926 | 12/16/1954 | 2021 | 2022 | 34,600.46 | ||||||||||
| 28 | 755550 |
Sophisticated Lady | Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25) | 5/31/1933 | 5/31/1960 | 2028 | 2029 | 34,548.97 | ||||||||||
| 29 | 755527 |
I Let A Song Go Out Of My Heart | Duke Ellington (50), IRVING MILLS (16.67), HENRY NEMO (16.67), JOHN REDMOND (16.66) | 4/26/1939 | 4/22/1966 | 2033 | 2034 | 31,198.02 | ||||||||||
| 30 | 2290245 |
SHAKIN’ ALL OVER | FRED HEATH (100) | 7/8/1960 | 1/11/1988 | 2055 | 2056 | 30,120.04 | ||||||||||
| 31 | 2255641 |
A CHRISTMAS FESTIVAL | LEROY ANDERSON (100) | 11/6/1950 | 12/9/1977 | 2045 | 2046 | 29,696.70 | ||||||||||
| 32 | 2102873 |
BUGLER’S HOLIDAY | LEROY ANDERSON (100) | 7/8/1954 | 2/3/1982 | 2049 | 2050 | 28,891.56 | ||||||||||
| 33 | 3783971 |
HOLD ME, THRILL ME, KISS ME | HARRY NOBLE (100) | 10/21/1952 | 9/29/1980 | 2047 | 2048 | 26,034.77 | ||||||||||
| 34 | 2110059 |
TYPEWRITER | LEROY ANDERSON (100) | 10/6/1953 | 8/31/1981 | 2048 | 2049 | 25,843.99 | ||||||||||
| 35 | 2203042 |
VOLARE (PARISH VERSION) | FRANCO MIGLIACCI (33.34), DOMENICO MODUGNO (33.33), MITCHELL PARISH (33.33) | 8/5/1958 | 5/2/1986 | 2053 | 2054 | 24,179.41 |
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| 36 | 755513 |
East St. Louis Toodle-Oo | Duke Ellington (50), Bub Miley (50) | 2/10/1927 | 3/3/1954 | 2022 | 2023 | 23,802.44 | ||||||||||
| 37 | 2005264 |
CORRINE CORRINA | BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34) | 12/5/1929 | 12/3/1957 | 2024 | 2025 | 23,255.70 | ||||||||||
| 38 | 755541 |
Prelude To A Kiss | Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33) | 9/29/1938 | 9/8/1966 | 2033 | 2034 | 21,883.97 | ||||||||||
| 39 | 2409162 |
CREOLE RHAPSODY | Duke Ellington (100) | 12/30/1965 | unknown | 2060 | 2061 | 21,642.93 | ||||||||||
| 40 | 2293738 |
BLACK AND BLUE | HARRY BROOKS (33.33), ANDY RAZAF (33.33), FATS WALLER (33.34) | 8/20/1929 | 8/20/1959 | 2024 | 2025 | 19,756.33 | ||||||||||
| 41 | 2275752 |
DIGA DIGA DOO | DOROTHY FIELDS (50), JIMMY MC HUGH (50) | 6/9/1928 | 5/31/1956 | 2023 | 2024 | 19,505.27 | ||||||||||
| 42 | 2011720 |
SMOKE RINGS | GENE GIFFORD (50), NED WASHINGTON (50) | 3/31/1933 | 4/1/1960 | 2028 | 2029 | 18,972.37 | ||||||||||
| 43 | 3795728 |
I SURRENDER, DEAR | HARRY BARRIS (50), GORDON CLIFFORD (50) | 1/14/1931 | 1/14/1958 | 2026 | 2027 | 18,527.81 | ||||||||||
| 44 | 3792647 |
GIRL OF MY DREAMS | SUNNY CLAPP (100) | 9/14/1927 | 8/25/1955 | 2022 | 2023 | 18,236.82 | ||||||||||
| 45 | 868087 |
Jazz Potpourri | Duke Ellington (100) | 6/30/1939 | 6/30/1966 | 2034 | 2035 | 17,746.69 | ||||||||||
| 46 | 3237006 |
JEALOUS LOVER | CHARLES WILLIAMS (100) | 6/15/1949 | 9/17/1976 | 2044 | 2045 | 17,560.18 | ||||||||||
| 47 | 2364046 |
DONA DONA (HARGAIL VERSION) | ARTHUR KEVESS (12.5), TEDDI SCHWARTZ (12.5), SHELDON SECUNDA (12.5), SHOLOM ‘SAMUEL’ SECUNDA (50), AARON ZEITLIN (12.5) | 10/1/1940 | 10/1/1967 | 2035 | 2036 | 17,008.74 | ||||||||||
| 48 | 5736705 |
Diablo | Josh Berg (12.5), Duke Ellington (25), MANNY KURTZ (12.5), IRVING MILLS (12.5), Malcolm McCormick (37.5) | 2/10/2014 | n/a | n/a | n/a | 16,984.33 | ||||||||||
| 49 | 2378336 |
I’M GETTING SENTIMENTAL OVER YOU | GEORGE BASSMAN (50), NED WASHINGTON (50) | 10/21/1932 | 10/21/1959 | 2075 | 2028 | 15,822.76 | ||||||||||
| 50 | 3798731 |
AMERICAN SALUTE | MORTON GOULD (100) | 3/31/1943 | 2/17/1971 | 2038 | 2039 | 15,200.50 |
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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. See Note 3, “Related Party Transactions,” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding payments by the Trust to the Trustees.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Trust Units are traded on the over-the-counter market and quoted on the OTC Pink Marketplace under the symbol “MMTRS”.
Price Range of Trust Units
The following table sets forth the high and low bid amounts for the Trust Units (as reported by Yahoo! Finance) during each quarter of the two most recent calendar years. Quotations represent inter-dealers prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.
| Calendar Period |
High | Low | ||||||
| 2023 |
||||||||
| First Quarter |
$ | 45.00 | $ | 38.50 | ||||
| Second Quarter |
$ | 41.25 | $ | 36.31 | ||||
| Third Quarter |
$ | 40.00 | $ | 33.57 | ||||
| Fourth Quarter |
$ | 36.50 | $ | 34.00 | ||||
| 2024 |
||||||||
| First Quarter |
$ | 37.25 | $ | 34.38 | ||||
| Second Quarter |
$ | 39.00 | $ | 34.41 | ||||
| Third Quarter |
$ | 49.00 | $ | 34.08 | ||||
| Fourth Quarter |
$ | 38.72 | $ | 35.00 | ||||
Unit Holders
As of December 31, 2024 there were 101 Trust Unit holders of record. The Trust is unable to estimate the total number of persons that beneficially own Trust Units in “street name” through brokers or the other institutions which are the holders of record.
Dividends
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 under Part II, Item 6, “Selected Financial Data” for information about cash disbursements made to Unit Holders.
Recent Sales of Unregistered Securities
None.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Copyright Catalogue
The Catalogue is estimated 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 1960 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 U.S. Copyright Act of 1909 (the “1909 Act”) between 1926 and 1965. 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 years for the Top 50 Songs, to the extent known, range between 2021 and 2075, 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.
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 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 provided 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 $167,500 per quarter (the “Minimum Payment Obligation”).
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Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “Underpayments”):
| Quarterly Payment Period |
Amount of Deficiency ($) |
|||
| 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 | |||
| June 30, 2022 |
70,709 | |||
| September 30, 2022 |
83,438 | |||
| December 31, 2022 |
0 | |||
| March 31, 2023 |
44,908 | |||
| June 30, 2023 |
37,491 | |||
| September 30, 2023 |
131,213 | |||
| December 31, 2023 |
40,761 | |||
| March 31, 2024 |
43,909 | |||
| June 30, 2024 |
0 | |||
| September 30, 2024 |
135,768 | |||
| December 31, 2024 |
0 | |||
|
|
|
|||
| Total |
$ | 1,490,077 | ||
|
|
|
|||
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust.
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 Underpayments. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has disputed the findings of the Citrin Report. As part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, including the Underpayments and the other amounts identified in the Citrin Report, on October 3, 2022, EMI and the Trust executed a Tolling Agreement pursuant to which the parties agreed to suspend, effective as of January 1, 2022, the running of any relevant statute of limitations applicable to any claim relating to the royalty omissions and expense over-deductions identified in the Citrin Report. As of December 17, 2024, EMI and the Trust have extended the tolling period through May 31, 2025, subject to either party’s right to terminate the tolling period on thirty days’ prior written notice.
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2024 |
2023 |
|||||||
Receipts from EMI |
$ | $ | ||||||
Undistributed Cash at Beginning of Year |
(1) | |||||||
Disbursements – Administrative Expenses |
( |
) | ( |
) | ||||
Balance Available for Distribution |
||||||||
Cash Distributions to Unit Holders |
||||||||
Undistributed Cash at End of Year |
$ | $ | ||||||
Cash Distributions Per Unit (based on |
$ |
$ |
||||||
| (1) | Includes amounts reserved for administrative expenses in the aggregate amount of $ |
Quarterly Payment Period |
Amount of Deficiency ($) |
|||
March 31, 2016 |
$ | |||
September 30, 2016 |
||||
March 31, 2017 |
||||
September 30, 2017 |
||||
March 31, 2018 |
||||
September 30, 2018 |
||||
March 31, 2019 |
||||
June 30, 2019 |
||||
September 30, 2019 |
||||
December 31, 2019 |
||||
March 31, 2020 |
||||
June 30, 2020 |
||||
September 30, 2020 |
||||
March 31, 2021 |
||||
June 30, 2021 |
||||
September 30, 2021 |
||||
December 31, 2021 |
||||
March 31, 2022 |
||||
June 30, 2022 |
||||
September 30, 2022 |
||||
December 31, 2022 |
||||
March 31, 2023 |
||||
June 30, 2023 |
||||
September 30, 2023 |
||||
December 31, 2023 |
||||
March 31, 2024 |
||||
June 30, 2024 |
||||
September 30, 2024 |
||||
December 31, 2024 |
||||
Total |
$ |
|||
Trustee Fees Paid by the Trust |
2024 |
2023 |
||||||
Individual Trustee Fees |
$ | $ | ||||||
Corporate Trustee Fees |
(1) | |||||||
Corporate Trustee Transfer Agent Registrar Fees (2) |
(1) | |||||||
Totals |
$ |
$ |
(1) | |||||
| (1) | Corporate Trustee Fees in the aggregate amount of $ |
| (2) | These services are performed by the Corporate Trustee. |
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 is the Individual Trustee of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal or resignation, or in the case of Individual Trustees, their incapacity or death. Michael Reiss resigned as an Individual Trustee of the Trust effective as of March 15, 2024, and his Individual Trustee seat is vacant as of March 31, 2025. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March 21, 2024.
HSBC Bank, USA, N.A.—The Corporate Trustee (or its predecessor, Marine Midland Bank) has been the Corporate Trustee of the Trust since February 1965 and is a national banking association organized under the laws of the United States.
Lee Eastman—Mr. Eastman is the principal lawyer at the firm of Eastman & Eastman. He is also responsible for the day to day operations of MPL Communications, Inc. and MPL Music Publishing, Inc. and is a principal of various music publishing interests. Mr. Eastman currently serves as a Trustee of Sesame Workshop. Mr. Eastman graduated from Stanford University in 1992 and from Stanford Law School in 1997. He has served on the Stanford Law School Board of Visitors and has been a guest speaker on the entertainment business at Stanford Law School.
Code of Ethics
On December 23, 2014, the Trust adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities 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, 66 Hudson Boulevard East, New York, NY 10001. 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 https://www.hsbc.com/who-we-are/esg-and-responsible-business/our-conduct.
Audit Committee
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.
ITEM 11. EXECUTIVE COMPENSATION
The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any executives.
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. See Note 3, “Related Party Transactions” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding payments by the Trust to the Trustees made in accordance with the Declaration of Trust.
The Declaration of Trust does not provide for any bonuses, stock awards, option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings. The Trust does not have severance agreements nor does it provide post-retirement benefits to any of the Trustees.
20
Table of Contents
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
To the best knowledge of the Corporate Trustee as of December 31, 2024, the only persons who beneficially owned more than 5% of the Trust Units are as follows:
| Name and Address of Beneficial Owner |
Number of Trust Units Owned |
Percent of Trust Units Outstanding (1) |
||||||
| MPL Communications, Ltd.(2) 41 West 54th Street New York, New York 10019 |
79,605 | 28.66 | % | |||||
| Michael Reiss(3) 104 West Chestnut Suite 356 Hinsdale, IL 60521 |
18,385 | 6.62 | % | |||||
| First Eagle Investment Management, LLC(4) 1345 Avenue of the Americas NY, NY 10018 |
31,592 | 11.38 | % | |||||
| (1) | Based on 277,712 Trust Units outstanding. |
| (2) | Lee Eastman, an Individual Trustee of the Trust, is responsible for the day to day operations of MPL Communications, Ltd. |
| (3) | Michael Reiss resigned as an Individual Trustee effective as of March 15, 2024. For more information regarding his resignation please refer to the Current Report on Form 8-K, which the Trust filed with the Securities and Exchange Commission on March 21, 2024. |
| (4) | As reported on Schedule 13G/A filed with the SEC on January 30, 2015. |
The Trust does not have, nor does the Declaration of Trust provide for, officers, a board of directors or any employees. There were no Trust Units owned or pledged by the Corporate Trustee as of December 31, 2024. The Trust does not have any compensation plans under which the Trust Units are authorized for issuance.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Trust does not have, nor does the Declaration of Trust provide for a board of directors. Pursuant to the Declaration of Trust, trustees of the Trust serve until their removal or resignation, or in the case of individual trustees, their incapacity or death. The Trustees are paid only in accordance with the Declaration of Trust. See Note 3, “Related Party Transactions” under Part II, Item 8, “Financial Statements and Supplementary Data” for information regarding payments by the Trust to the Trustees in accordance with the Declaration of Trust.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Fees paid to Hoberman & Lesser, CPA’s, LLC for professional services rendered for the audit of the Trust’s annual statement of cash receipts and disbursements and the review of its interim quarterly financial statements included in its quarterly reports on Forms 10-Q aggregated to $32,000 in 2024 and $30,500 in 2023.
Audit-Related Fees
$23,000
Tax Fees
$0
All Other Fees—For Quarterly Reviews of Form 10Q
$9,000
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Table of Contents
Audit Committee
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.
22
Table of Contents
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Page | ||||
| 1. FINANCIAL STATEMENTS |
||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 694) |
12 | |||
| Statements of cash receipts and disbursements – years ended December 31, 2024 and 2023 |
13 | |||
| Notes to statements of cash receipts and disbursements – years ended December 31, 2024 and 2023 |
14 | |||
| 2. FINANCIAL STATEMENT SCHEDULES |
||||
| 3. EXHIBITS |
||||
| Exhibit No. |
Description | |
| 4(a) | Declaration of Trust dated as of December 3, 1964(1) | |
| 4(b) | Asset Purchase Agreement dated December 5, 1964(2) | |
| 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 | Inline XBRL (eXtensible Business Reporting Language) Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
23
Table of Contents
| Exhibit No. |
Description | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| (1) | Incorporated by reference to Exhibit 4.1 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. |
| (2) | Incorporated by reference to Exhibit 4.2 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. |
| * | Furnished, not filed |
ITEM 16. FORM 10-K SUMMARY
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Trust has elected not to include such summary information.
24
Table of Contents
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.
| March 31, 2025 |
Mills Music Trust | |||||
| (Registrant) | ||||||
| By: | /s/ Garfield Barrett | |||||
| Garfield Barrett | ||||||
| Trust Officer of the Corporate Trustee | ||||||
| HSBC Bank USA, N.A. | ||||||
25
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 annual report on Form 10-K 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(s) 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(s) 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 after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
| Date: March 31, 2025 | /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 annual report on Form 10-K 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(s) 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(s) 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 after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
| Date: March 31, 2025 | /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 Annual Report of Mills Music Trust (the “Trust”) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned does hereby certify, 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 it receives to holders of beneficial interest in the Trust after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
| Date: March 31, 2025 | /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 Annual Report of Mills Music Trust (the “Trust”) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned does hereby certify, 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 it receives to holders of beneficial interest in the Trust after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows. |
| Date: March 31, 2025 | /s/ Garfield Barrett | |||||
| Garfield Barrett | ||||||
| Trust Officer of the Corporate Trustee HSBC Bank USA, N.A. |