Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
FORM 10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20222023
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission file
Number —
000-02123
 
 
MILLS MUSIC TRUST
(Exact name of registrant as specified in its charter)
 
 
 
New York
 
13-6183792
(State or other jurisdiction of
(I.R.S. Employer

incorporation or organization)
 
(I.R.S. Employer
Identification No.)
C/O HSBC Bank USA, N.A. Corporate Trust Issuer Services,
452 Fifth Avenue, New York, New York 10018-2706
(Address of principal executive offices and ZIP Code)
(Registrant’s (Registrant’s telephone
number, including area code) (212)
525-1349
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
N/A
 
N/A
 
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation
S-T (§
(§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a
non-accelerated
filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated
filer,” “smaller reporting company,”
and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated
filer		 ☒  Smaller reporting company ☒
   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company
(as (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☐    No  ☒
The number of the Registrant’s Trust Units outstanding as of SeptemberJune 30, 20222023 was 277,712.
 
 
 

Table of Contents

TABLE OF CONTENTS

PART I — FINANCIAL STATEMENTS
   31 

ITEM 1.

Item 1. Financial StatementsFINANCIAL STATEMENTS   31 

ITEM 2.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS5

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   7 

ITEM 4.

ItemCONTROLS AND PROCEDURES7
PART II — OTHER INFORMATION7

ITEM 1.

LEGAL PROCEEDINGS7

ITEM 1A.

RISK FACTORS7

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS7

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

DEFAULT UPON SENIOR SECURITIES7

ITEM 4.

MINE SAFETY DISCLOSURES8

ITEM 5.

OTHER INFORMATION8

ITEM 6.

EXHIBITS8

SIGNATURES

   9 
Item 4. Controls and Procedures
9
PART II — OTHER INFORMATION
11
Item 1. Legal Proceedings
11
Item 1A. Risk Factors
11
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
11
Item 3. Defaults Upon Senior Securities
11
Item 4. Mine Safety Disclosures
11
Item 5. Other Information
11
Item 6. Exhibits
11
SIGNATURES
12

Table of Contents
PART I — FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
MILLS MUSIC TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE AND NINESIX MONTHS ENDED
SEPTEMBERJUNE 30, 20222023 AND SEPTEMBERJUNE 30, 20212022
(UNAUDITED)
 
  
Three Months

Ended September 30
   
Nine Months

Ended September 30
   
Three Months
Ended June 30
 
Six Months
Ended June 30
 
  
2022
 
2021
   
2022
   
2021
   
2023
 
2022
 
2023
 
2022
 
Receipts from EMI
  $451,247  $284,082   $ 879,892   $805,620   $216,119  $207,916  $488,950  $428,645 
Undistributed Cash at Beginning of Period
   142,071(1)   46    46    46    46   46   46   46 
Disbursements — Administrative Expenses
   (195,418)
(1)
 		  (68,149)    (260,847)    (202,391) 
Disbursements - Administrative Expenses
   (81,487)
(1)
 		  (0)
(3)
 		  (169,468)
 (1)
 		  (65,429)
(3)
 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
Balance Available for Distribution
   397,900   215,979    619,091    603,275    134,678   207,962   319,528   363,262 
Cash Distributions to Unit Holders
  
 
(397,854
) 
 
 
(215,933
) 
  
 
(619,045
) 
  
 
(603,229
) 
  
 
(105,297
) 
 
 
(65,891
) 
 
 
(290,147
) 
 
 
(221,191
) 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
Undistributed Cash at End of period
  
$
46
 
 
$
46
 
  
$
46
 
  
$
46
 
Undistributed Cash at End of Period
  
$
29,382
(2)  
$
142,071
(4)  
$
29,382
(2)  
$
142,071
(4) 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
Cash Distribution per Unit (based on 277,712 Trust Units outstanding)
  
$
1.43
 
 
$
0.78
 
  
$
2.23
 
  
$
2.17
 
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding)
  
$
0.38
 
 
$
0.24
 
 
$
1.05
 
 
$
0.80
 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
 
(1)
Administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 were actually paid by the Trust in July 2023.
(2)
Includes amounts reserved for administrative expenses in the aggregate amount of $29,334 attributable to the three-months ended June 30, 2023 which were actually paid by the Trust in July 2023.
(3)
Administrative expenses in the aggregate amount of $142,025, attributable to the three-months ended June 30, 2022 were actually paid by the Trust on July 5, 2022.
(4)
Includes amounts reserved for administrative expenses in the aggregate amount of $142,025 attributable to the three-months ended June 30, 2022 which were actually paid by the Trust on July 5, 2022.
The accompanying notes are an integral part of the unaudited financial statements.
The Trust does not prepare a balance sheet or a statement of cash flows.
 
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MILLS MUSIC TRUST
NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE AND NINESIX MONTHS ENDED
SEPTEMBERJUNE 30, 20222023 AND SEPTEMBERJUNE 30, 20212022
(UNAUDITED)
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 rightrights to receive payment of a deferred contingent purchase price obligation (the “
ContingentContin
g
ent 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 “
CatalogueCatalo
g
ue
”) to a newly formed company pursuant to an asset purchase agreement dated December 5, 1964 (the “
Asset Purchase AgreementA
g
reement
”). 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 ninesix months ended SeptemberJune 30, 20222023 and SeptemberJune 30, 20212022 see the table headed “Statements of Cash Receipts and Disbursements” under Part I — Item 1, “Financial Statements”.
4
Table of Contents
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. EMI has provided the Trust with a listing of the top 50 earning songs in the Catalogue during the 20212022 calendar year (the “
Top 50 Songs
”), together with certain copyright information with respect to each of the Top 50 Songs (the “
Listing
”). A copy of the Listing, as provided to the Trust,by EMI, is included in the Trust’s annual report on Form
Form 10-K
for the fiscal year ended December 31, 2021.2022. The Listing does not include any information regarding Copyrighted Songs for the 20222023 calendar year.​​​​​​​
Accounting Policies
EMI typically makes payments to the Trust of the Contingent Portion 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.
2
Table of Contents
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, 2021.2022. The cash receipts and distributions for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
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.
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, the 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
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
https: http://www.hsbc.com/who-we-are/esg-and-responsible-business/our-conduct.
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 preapproved
pre-approved
by the Trust. Joel Faden acts as Chief Financial Individual providing accounting services for the Trust.
NOTE 4. RELATED PARTY TRANSACTIONS​​​​​​​TRANSACTIONS
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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 ninesix months ended SeptemberJune 30, 20222023 and SeptemberJune 30, 2021:2022:
 
  
Three Months

Ended September 30
   
Nine Months

Ended September 30
   
Three Months
Ended June 30
 
Six Months
Ended June 30
 
  
2022
 
2021
   
2022
   
2021
   
2023
 
2022
 
2023
 
2022
 
Corporate Trustee Fees and Expenses
  $1,250  $625   $1,875   $1,875    0  $0   1,250  $625 
Individual Trustee Fees and Expenses
   2,500   1,250    3,750    3,750    1,250   0   2,500   1,250 
Transfer Agent and Registrar
(1)
   7,500   3,750    11,250    11,250 
Transfer Agent and Registrar Fees and Expenses
(1)
   0   0   7,500   3,750 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
Total
  
$
11,250
(2)
 
 
$
5,625
 
  
$
16,875
 
  
$
16,875
 
TOTALS
  
$
 1,250
(2)
 
 
$
0
(3)
 
 
$
 11,250
(2)
 
 
$
 5,625
(3)
 
  
 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
 
 
(1)
These services are performed by the Corporate Trustee.
(2)
Includes amounts reserved for the Corporate Trustee in the aggregate amountFees and Expenses of $5,625$625 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three-months three- and
six-months
ended June 30, 2023 were actually paid by the Trust in July 2023.
(3)
Corporate Trustee Fees and Expenses of $625, Individual Trustee Fees and Expenses of $1,250 and Transfer Agent Registrar Fees and Expenses of $3,750 attributable to the three- and
six-months
ended March 31, 2022 which were actually paid by the Trust on July 5, 2022.
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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.
NOTE 5. CONTINGENCY
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. The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has requested additional time to review and respond to the Citrin Report. On October 3, 2022, as part of an effort to settle any disagreement regarding the computation or payment of the Contingent Portion, EMI and the Trust executed a Tolling Agreement (the “
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 until June 1, 2023. For more information see “Contingent Portion Payments; Audit Report” under Part I — Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
NOTE 6.5. SUBSEQUENT EVENTS.
EVENTS
On October 3, 2022, EMI and the Trust executed the Tolling Agreement. For more information see “Contingent Portion Payments; Audit Report” under Part I — Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.None.
 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM

2. 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, of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the majority of the Trust’s receipts are derived principally from copyrights established prior to 1960 in the Unites 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 Canada and other 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 effectaffect 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, the Top 50 Songs obtained copyright registration under the United States Copyright Act of 1909 (the “

1909 Act
”Act”) between 19181926 and 1971.1958. 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. The Copyright expiration dates for the Top 50 Songs range between 20132021 and 2066,2053, 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; Audit Report

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
”).

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

7
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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 the New Calculation Method not being applied, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):

5

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 
  
 
 
 
Total
  $1,056,027 
  
 
 
 
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 
  

 

 

 

Total

  $1,138,426 
  

 

 

 

As of the date hereof, the Trust has not received the Underpayments.

Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any of the Underpayments or that it will resolve favorably the on-going 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 Underpayments.
The Trust distributed the Citrin Report to EMI on or about April 13, 2022. EMI has requested additional time to review and respond todisputed 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 until June 1, 2023.
On or about May 17, 2023, EMI and the Trust agreed to extend the tolling period through November 30, 2023.

The Trust can offer no assurance that it will be able to recover any of the Underpayments or other amounts identified in the Citrin Report, or that it will resolve the dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.

Recent Contingent Portion Payment

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On August 30, 2022June 1, 2023, the Trust received a Contingent Portion payment of $451,247 (or $1.6249$216,119 ($0.7782 per Trust Unit) from EMI which was attributable tofor royalty income generated by the Catalog during the secondfirst quarter of 2022,2023, as compared to $284,082$207,916 ($1.02290.7487 per Trust Unit) for the payment attributable to the secondfirst quarter of 2021.

2022.

Recent Distributions to Unit Holders

On September 21, 2022,June 26, 2023, the Trust made a distribution of $397,854 (or $1.4326$105,297 ($0.3791 per Trust Unit) to the Trust’s Unit Holders of record at the close of business on September 20, 2022.June 25, 2023. For computation details regarding the distribution please refer to the quarterly distribution report, dated September 21, 2022June 26, 2023, attached as Exhibit 99.1 to the Current Report on

Form 8-K,
filed by the Trust with the Securities and Exchange Commission on September 21, 2022.
June 26, 2023.

Cash and Administrative Expenses

As of October 25, 2022,July 24, 2023, the Trust was holding $46 in cash and had received invoices for an aggregate of $24,047$0 in unpaid administrative expenses for services rendered to the Trust.

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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 and ninesix months ended SeptemberJune 30, 20222023 and SeptemberJune 30, 2021.

2022.

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

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES
(a)
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(e)
and
15d-15(e)
of the Securities Exchange Act)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 officerofficers 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 Securities and Exchange Commission’sSEC’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.

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(b)

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting (as such term is defined in

Rule 13a-15(f)
under the Exchange Act) during the fiscal period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
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PART II — OTHER INFORMATION

ITEM 1.

1. LEGAL PROCEEDINGS

None.

ITEM 1A.
RISK FACTORS

ITEM 1A. RISK FACTORS

The Trust is a smaller reporting company as defined by Rule

12b-2
of the Exchange Act and is not required to provide the information under this item.

ITEM 2.

2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

3. DEFAULT UPON SENIOR SECURITIES

None.

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None.
ITEM 4.

4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

5. OTHER INFORMATION

None.

ITEM 6.

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)
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1.INS
101.1NS		  
Inline
XBRL Instance Document
101.SCH  
Inline
XBRL Schema Document
101.CAL  
Inline
XBRL Calculation Linkbase Documents
101.DEF  
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
Document
101.LAB  
Inline
XBRL Labels Linkbase Documents
101.PRE  
Inline
XBRL Presentation Linkbase Documents
104  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*

Furnished, not filed

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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.

NovemberAugust 14, 20222023 

Mills Music Trust

 (Registrant)
By:

/s/ Garfield Barrett

  By:
/s/ Garfield Barrett
Garfield Barrett

Trust Officer of the Corporate Trustee

HSBC Bank USA, NA

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