Table of Contents
falseFY0000066496NYNYc/o HSBC BANK USA, N.A.,Corporate Trust, Issuer Services--12-31Includes amounts reserved for administrative expenses in the aggregate amount of $4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023.Corporate Trustee Fees in the aggregate amount of $625 and Corporate Trustee Transfer Agent Registrar Fees of $3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.These services are performed by the Corporate Trustee. 0000066496 2017-01-01 2017-03-31 0000066496 2017-07-01 2017-09-30 0000066496 2018-01-01 2018-03-31 0000066496 2024-10-01 2024-12-31 0000066496 2022-10-01 2022-12-31 0000066496 2019-10-01 2019-12-31 0000066496 2020-01-01 2020-03-31 0000066496 2020-04-01 2020-06-30 0000066496 2020-07-01 2020-09-30 0000066496 2021-01-01 2021-03-31 0000066496 2023-07-01 2023-09-30 0000066496 2016-04-01 2024-12-31 0000066496 2024-01-01 2024-03-31 0000066496 2024-04-01 2024-06-30 0000066496 2023-10-01 2023-12-31 0000066496 2024-07-01 2024-09-30 0000066496 2021-10-01 2021-12-31 0000066496 2022-01-01 2022-03-31 0000066496 2022-04-01 2022-06-30 0000066496 2022-07-01 2022-09-30 0000066496 2023-01-01 2023-03-31 0000066496 2023-04-01 2023-06-30 0000066496 2018-07-01 2018-09-30 0000066496 2019-01-01 2019-03-31 0000066496 2019-04-01 2019-06-30 0000066496 2019-07-01 2019-09-30 0000066496 2021-04-01 2021-06-30 0000066496 2021-07-01 2021-09-30 0000066496 2016-01-01 2016-03-31 0000066496 2016-07-01 2016-09-30 0000066496 2024-01-01 2024-12-31 0000066496 2024-12-31 0000066496 2023-01-01 2023-12-31 0000066496 2010-03-31 0000066496 2023-12-31 0000066496 2022-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember 2024-01-01 2024-12-31 0000066496 srt:MaximumMember 2024-01-01 2024-12-31 0000066496 mmtrs:CorporateTrusteeMember 2024-01-01 2024-12-31 0000066496 us-gaap:IndividualMember 2024-01-01 2024-12-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember 2024-01-01 2024-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember srt:MinimumMember 2024-01-01 2024-12-31 0000066496 mmtrs:TwoThousandTwentyTwoListingEMITopFiftyCatalogueMember srt:MaximumMember 2024-01-01 2024-12-31 0000066496 mmtrs:CorporateTrusteeMember 2023-01-01 2023-12-31 0000066496 us-gaap:IndividualMember 2023-01-01 2023-12-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember 2023-01-01 2023-12-31 0000066496 srt:MinimumMember 2010-01-01 2010-03-31 0000066496 srt:MaximumMember 2010-01-01 2010-03-31 0000066496 mmtrs:CorporateTrusteeMember 2023-01-01 2023-03-31 0000066496 mmtrs:CorporateTrusteeTransferAgentRegistrarFeesMember 2023-01-01 2023-03-31 0000066496 us-gaap:SubsequentEventMember 2025-03-15 iso4217:USD xbrli:shares xbrli:pure utr:Year mmtrs:SONGS iso4217:USD xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
☒
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31,
2024
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
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
c/o HSBC BANK USA, N.A.,
Corporate Trust, Issuer Services
  
66 Hudson Boulevard East
,
New York
,
NY
  
10001
(Address of principal executive offices)
  
(Zip code)
Registrant’s telephone number, including area code:
212
-
525-1349
Securities registered pursuant to Section 12(g) of the Act:
Trust Units
(Title of class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ 
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ 
No
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K. 
☒
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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12-b-2
of the Act). ☐ Yes 
☒
 No
The aggregate market value of Trust Units held by
non-affiliates
as of the last day of the registrant’s most recently completed second fiscal quarter was $
5,097,016
.
Total Trust Units outstanding as of December 31, 2024 was
277,712
.
 
Auditor Firm ID:
694
   Auditor Name: Hoberman & Lesser,
CPA’s, LLC
   Auditor Location: New York, NY, USA
 
 
 

Table of Contents

TABLE OF CONTENTS

 

PART I

      1  

ITEM 1. BUSINESS

      1  

ITEM 1A. RISK FACTORS

      6  

ITEM 1B. UNRESOLVED STAFF COMMENTS

      6  

ITEM 1C. CYBERSECURITY

      6  

ITEM 2. PROPERTIES

      6  

ITEM 3. LEGAL PROCEEDINGS

      7  

ITEM 4. MINE SAFETY DISCLOSURES

      7  

PART II

      8  

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

      8  

ITEM 6. SELECTED FINANCIAL DATA

      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  

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     11  

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

      19  

ITEM 9A. CONTROLS AND PROCEDURES

      19  

ITEM 9B. OTHER INFORMATION

      19  

PART III

      20  

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

      20  

ITEM 11. EXECUTIVE COMPENSATION

      20  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

      21  

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

      21  

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      21  

PART IV

      23  

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

      23  

ITEM 16. FORM 10-K SUMMARY

      24  

SIGNATURES

      25  

EX-31.1

   

EX-31.2

   

EX-32.1

   

EX-32.2

   

 

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.

 

1

Table of Contents

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
Copyright Date

   

Renewal

Date  

   

Last Year of
Copyright   

   

U.S.
Public
Domain

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  

 

2

Table of Contents
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  

 

3

Table of Contents
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  

 

4

Table of Contents
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  

 

5

Table of Contents
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 to the Unit Holders of the amounts received by the Trust in Contingent Portion payments after payment of, or withholdings in connection with, expenses and liabilities of the Trust.
The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows.
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 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk. However, the Trust does depend on the digital technologies of the Corporate Trustee and third parties, including EMI, Sony/ATV and their respective affiliates’ information systems, infrastructure and cloud applications and services. Any sophisticated and deliberate attacks on, or security breaches in, the systems, infrastructure or cloud that benefit the Trust, including those of the Corporate Trustee and third parties, could lead to corruption, misappropriation or miscalculation of the gross royalty income arising from the Catalogue (or calculation of the Contingent Portion related thereto) and/or the Trust’s assets, proprietary information and sensitive or confidential data. Because of the Trust’s reliance on the technologies of the Corporate Trustee and third
parties
including EMI, Sony/ATV, their respective affiliates, the Trust also depends upon the personnel and the processes of such parties to protect against cybersecurity threats arising from their own operations in the ordinary course of their respective businesses. The Trust does not employ any operating personnel and has not contracted for the development of processes of its own for the purpose of data security protections and as such may not adequately protect against, or investigate and/or remediate any vulnerability to, cyber incidents. To the best knowledge of the Trustees, as of December 31, 2024, risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Trust, but it is possible that any of these occurrences, or a combination of them, could have material adverse consequences on the Trust, including its results of operations or financial condition.
ITEM 2. PROPERTIES
The Trust does not own any property. The administrative office of the Trust is located at the offices of the Corporate Trustee, HSBC Bank, USA, N.A., Corporate Trust Issuer Services, 66 Hudson Boulevard East, New York, New York 10001. Except for fees paid to
 
6
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.
Unit Holder Distributions and Trust Expenses
Recent Payments
During the year ended December 31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. During the year ended December 31, 2023, the Trust received a total of $1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year.
Recent Distributions
During the year ended December 31, 2024, the Trust made cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $863,852 ($3.11 per Trust Unit) during the year ended December 31, 2023. For computation details regarding the distributions made during the year ended December 31, 2024, please see the table headed “Statements of Cash Receipts and Disbursements” under Part II, Item 8, “Financial Statements and Supplementary Data”.
Cash and Administrative Expenses
As of December 31, 2024 the Trust had an aggregate of $35,743 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2025, the Trust had received invoices for an aggregate of $188,382 in unpaid administrative expenses for services rendered to the Trust.
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 II, Item 8, “Financial Statements and Supplementary Data” for information regarding cash disbursements made to Unit Holders for the years ended December 31, 2024 and 2023.
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm and financial statements begin on page 12 of this report.
 
11

Table of Contents

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.

 

7

Table of Contents

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]

 

8

Table of Contents

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”).

 

9

Table of Contents

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.

 

10

Table of Contents
LOGO    LOGO
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees and Unit Holders of Mills Music Trust
Opinion on the Financial Statements
We have audited the accompanying statements of cash receipts and disbursements of Mills Music Trust (the “Trust”) for each of the years in the
two-year
period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the cash receipts and disbursements of the Trust for each of the years in the
two-year
period ended December 31, 2024, in conformity with the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, as described in Note 1 to the financial statements.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(“
PCAOB
”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statement and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.
Other Matter
Attention is directed to Note 1 to the financial statements for information concerning a dispute with respect to certain amounts believed to be owed to Mills Music Trust.
 
LOGO
We have served as the Trust’s auditor since 2020.
New York, New York
March 31, 2025
 
MGI Worldwide is a network of independent audit, tax, accounting and consulting firms. MGI Worldwide does not provide any services and its member firms are not an international partnership. Each member firm is a separate entity and neither MGI Worldwide nor any member firm accepts responsibility for the activities, work, opinions or services of any other member firm. For more information visit www.mgiworld.com/legal    LOGO
 
12
MILLS MUSIC TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023
 
    
2024
     
2023
  
Receipts from EMI
    $ 1,291,775      $ 1,237,548  
Undistributed Cash at Beginning of Year
      46        4,421
(1)
 
Disbursements – Administrative Expenses
      (633,042 )       (378,071 ) 
  
 
 
     
 
 
  
Balance Available for Distribution
      658,779        863,898  
Cash Distributions to Unit Holders
   
 
658,733
 
   
 
863,852
 
  
 
 
     
 
 
  
Undistributed Cash at End of Year
    $ 46      $ 46  
  
 
 
     
 
 
  
Cash Distributions Per Unit (based on
277,712
Trust Units Outstanding)
   
$
2.37
 
   
$
3.11
 
 
(1)
Includes amounts reserved for administrative expenses in the aggregate amount of $4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023.
See accompanying Notes to Statements of Cash Receipts and Disbursements.
The Trust does not prepare a balance sheet or a statement of cash flows.
 
13
MILLS MUSIC TRUST
NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023
NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION
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.
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.
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
”).
 
14
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
 
15
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.
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.
Unit Holder Distributions and Trust Expenses
Recent Payments
During the year ended December 31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. During the year ended December 31, 2023, the Trust received a total of $1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year.
Recent Distributions
During the year ended December 31, 2024, the Trust made cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $863,852 ($3.11 per Trust Unit) during the year ended December 31, 2023. For computation details regarding the distributions made during the year ended December 31, 2024, please see the table headed “Statements of Cash Receipts and Disbursements” under Part II, Item 8, “Financial Statements and Supplementary Data”.
Cash and Administrative Expenses
As of December 31, 2024 the Trust had an aggregate of $35,743 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2025, the Trust had received invoices for an aggregate of $188,382 in unpaid administrative expenses for services rendered to the Trust.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update Topic
2023-07,
“Segment Reporting (ASC Topic 280)” (the “
ASU
”), enhancing segment disclosures for public entities on an annual and interim basis. The ASU, effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024, retains existing requirements for segment profit or loss reporting, as well as specified expense disclosures, without altering segment identification, aggregation, or reportable segment thresholds. The Company adopted the ASU as of December 31, 2024. As a result of the adoption of the ASU the Trust enhanced its segment reporting disclosures. For additional details, please see Note 5, “Segment Reporting”,” under Part II, Item 8, “Financial Statements and Supplementary Data”.
The Trustees do not believe that any other recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Trust’s financial statement.
Accounting Policies
Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid.
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.
 
16
NOTE 2. FEDERAL 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. RELATED PARTY TRANSACTIONS
The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $
2,500
, provided that such aggregate compensation to the Trustees as a group may not exceed
3
% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. 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. 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 years ended December 31, 2024 and December 31, 2023:
 
Trustee Fees Paid by the Trust
   
2024
     
2023
  
Individual Trustee Fees
    $ 3,125      $ 5,000  
Corporate Trustee Fees
      2,500        3,125
(1)
 
Corporate Trustee Transfer Agent Registrar Fees
(2)
      24,375        18,750
(1)
 
  
 
 
     
 
 
  
Totals
   
$
30,000
 
   
$
26,875
(1)
 
  
 
 
     
 
 
  
 
(1)
Corporate Trustee Fees in the aggregate amount of $625 and Corporate Trustee Transfer Agent Registrar Fees of $3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.
(2)
These services are performed by the Corporate Trustee.
NOTE 4. 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.
 
17
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.
NOTE 5. SEGMENT INFORMATION
The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trust’s Trustees (in such capacities, collectively, the “
CODM
”), for making decisions and assessing performance as the source of the Trust’s reportable segments.
The Trust has one reportable segment: receiving quarterly payments of the Contingent Portion from EMI and distributing the amounts it receives to the Unit Holders, after payment of, or withholdings in connection with, expenses and liabilities of the Trust. As the Trust operates in one reportable segment, the CODM evaluates the performance of the Trust based on the aggregate amount of cash distributions which the Trust is able to pay to Unit Holders. The key performance metric considered by the CODM is cash distributions per Trust Unit. Material cash receipts, disbursements and withholdings of the Trust which are reviewed by the CODM include receipts of the Contingent Portion from EMI and administrative expenses, which primarily consist of third party service provider fees (including legal, accounting, auditor and printer fees) and Trustee and Transfer Agent Registrar fees. The CODM will continue to evaluate its segment reporting disclosures and make adjustments if and to the extent there are material changes in financial reporting requirements.
NOTE 6. OTHER MATTERS
None.
 
 
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in this report under the Securities Exchange Act of 1934 (the “
Exchange Act”
) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Trust’s management, which is comprised of the Trust Officer of the Corporate Trustee and the Chief Financial Individual providing accounting services to the Trust, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Trust’s management has evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of December 31, 2024. Based upon that evaluation and subject to the foregoing, the Trust’s management concluded that the design and operation of the Trust’s disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures are effective to accomplish their objectives.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Trust is responsible for establishing and maintaining adequate internal control over financial reporting for the Trust as defined in Rule
13a-15(f)
under the Exchange Act. The Trust’s internal control over financial reporting is designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on management’s assessment, the Trust believes that, as of December 31, 2024, the Trust’s internal control over financial reporting is effective based on those criteria.
This annual report does not include an attestation report of the Trust’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Trust’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Trust to provide only management’s report in this annual report on Form
10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting (as defined in Rule
13a-15(f)
under the Exchange Act) during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
 
19

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

 

21

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.

v3.25.1
Cover Page
 12 Months Ended
Dec. 31, 2024
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Document Period End Date Dec. 31, 2024
Document Fiscal Year Focus 2024
Document Annual Report true
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Document Fiscal Period Focus FY
Entity Registrant Name MILLS MUSIC TRUST
Entity Central Index Key 0000066496
Entity Address, State or Province NY
Entity Incorporation, State or Country Code NY
Entity Address, Address Line One c/o HSBC BANK USA, N.A.,Corporate Trust, Issuer Services
Entity Address, Address Line Two 66 Hudson Boulevard East
Entity Address, City or Town New York
Entity Address, Postal Zip Code 10001
Current Fiscal Year End Date --12-31
City Area Code 212
Local Phone Number 525-1349
Entity Well-known Seasoned Issuer No
Entity Current Reporting Status Yes
Entity File Number 000-02123
Entity Tax Identification Number 13-6183792
Entity Voluntary Filers No
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company false
Entity Interactive Data Current Yes
Entity Shell Company false
Entity Common Stock, Shares Outstanding | shares 277,712
Entity Public Float | $ $ 5,097,016
Auditor Name Hoberman & Lesser, CPA’s, LLC
Auditor Firm ID 694
Auditor Location New York, NY, USA
Document Financial Statement Error Correction [Flag] false
v3.25.1
Statements of Cash Receipts and Disbursements - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating Cash Flows, Direct Method [Abstract]    
Receipts from EMI $ 1,291,775 $ 1,237,548
Undistributed Cash at Beginning of Year 46 4,421 [1]
Disbursements – Administrative Expenses (633,042) (378,071)
Balance Available for Distribution 658,779 863,898
Cash Distributions to Unit Holders 658,733 863,852
Undistributed Cash at End of Year $ 46 $ 46
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding) $ 2.37 $ 3.11
[1] Includes amounts reserved for administrative expenses in the aggregate amount of $4,375 attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023.
v3.25.1
Statements of Cash Receipts and Disbursements (Parenthetical) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Number of Trust Units Outstanding   277,712 277,712
Administrative fees expense $ 4,375    
v3.25.1
Insider Trading Arrangements
 12 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk. However, the Trust does depend on the digital technologies of the Corporate Trustee and third parties, including EMI, Sony/ATV and their respective affiliates’ information systems, infrastructure and cloud applications and services. Any sophisticated and deliberate attacks on, or security breaches in, the systems, infrastructure or cloud that benefit the Trust, including those of the Corporate Trustee and third parties, could lead to corruption, misappropriation or miscalculation of the gross royalty income arising from the Catalogue (or calculation of the Contingent Portion related thereto) and/or the Trust’s assets, proprietary information and sensitive or confidential data. Because of the Trust’s reliance on the technologies of the Corporate Trustee and third
parties
including EMI, Sony/ATV, their respective affiliates, the Trust also depends upon the personnel and the processes of such parties to protect against cybersecurity threats arising from their own operations in the ordinary course of their respective businesses. The Trust does not employ any operating personnel and has not contracted for the development of processes of its own for the purpose of data security protections and as such may not adequately protect against, or investigate and/or remediate any vulnerability to, cyber incidents. To the best knowledge of the Trustees, as of December 31, 2024, risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Trust, but it is possible that any of these occurrences, or a combination of them, could have material adverse consequences on the Trust, including its results of operations or financial condition.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Role of Management [Text Block] The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk.
v3.25.1
Accounting Policies and General Information
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Accounting Policies and General Information
NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION
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.
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.
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
”).
 
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.
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.
Unit Holder Distributions and Trust Expenses
Recent Payments
During the year ended December 31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. During the year ended December 31, 2023, the Trust received a total of $1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year.
Recent Distributions
During the year ended December 31, 2024, the Trust made cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $863,852 ($3.11 per Trust Unit) during the year ended December 31, 2023. For computation details regarding the distributions made during the year ended December 31, 2024, please see the table headed “Statements of Cash Receipts and Disbursements” under Part II, Item 8, “Financial Statements and Supplementary Data”.
Cash and Administrative Expenses
As of December 31, 2024 the Trust had an aggregate of $35,743 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2025, the Trust had received invoices for an aggregate of $188,382 in unpaid administrative expenses for services rendered to the Trust.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update Topic
2023-07,
“Segment Reporting (ASC Topic 280)” (the “
ASU
”), enhancing segment disclosures for public entities on an annual and interim basis. The ASU, effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024, retains existing requirements for segment profit or loss reporting, as well as specified expense disclosures, without altering segment identification, aggregation, or reportable segment thresholds. The Company adopted the ASU as of December 31, 2024. As a result of the adoption of the ASU the Trust enhanced its segment reporting disclosures. For additional details, please see Note 5, “Segment Reporting”,” under Part II, Item 8, “Financial Statements and Supplementary Data”.
The Trustees do not believe that any other recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Trust’s financial statement.
Accounting Policies
Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid.
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.
 
v3.25.1
Federal Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Federal Income Taxes
NOTE 2. FEDERAL INCOME TAXES
No
provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust.
v3.25.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 3. RELATED PARTY TRANSACTIONS
The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $
2,500
, provided that such aggregate compensation to the Trustees as a group may not exceed
3
% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. 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. 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 years ended December 31, 2024 and December 31, 2023:
 
Trustee Fees Paid by the Trust
   
2024
     
2023
  
Individual Trustee Fees
    $ 3,125      $ 5,000  
Corporate Trustee Fees
      2,500        3,125
(1)
 
Corporate Trustee Transfer Agent Registrar Fees
(2)
      24,375        18,750
(1)
 
  
 
 
     
 
 
  
Totals
   
$
30,000
 
   
$
26,875
(1)
 
  
 
 
     
 
 
  
 
(1)
Corporate Trustee Fees in the aggregate amount of $625 and Corporate Trustee Transfer Agent Registrar Fees of $3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.
(2)
These services are performed by the Corporate Trustee.
v3.25.1
The Copyright Catalogue
 12 Months Ended
Dec. 31, 2024
Text Block [Abstract]  
The Copyright Catalogue
NOTE 4. 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.
v3.25.1
Segment Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information
NOTE 5. SEGMENT INFORMATION
The Trust reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker, which are the Trust’s Trustees (in such capacities, collectively, the “
CODM
”), for making decisions and assessing performance as the source of the Trust’s reportable segments.
The Trust has one reportable segment: receiving quarterly payments of the Contingent Portion from EMI and distributing the amounts it receives to the Unit Holders, after payment of, or withholdings in connection with, expenses and liabilities of the Trust. As the Trust operates in one reportable segment, the CODM evaluates the performance of the Trust based on the aggregate amount of cash distributions which the Trust is able to pay to Unit Holders. The key performance metric considered by the CODM is cash distributions per Trust Unit. Material cash receipts, disbursements and withholdings of the Trust which are reviewed by the CODM include receipts of the Contingent Portion from EMI and administrative expenses, which primarily consist of third party service provider fees (including legal, accounting, auditor and printer fees) and Trustee and Transfer Agent Registrar fees. The CODM will continue to evaluate its segment reporting disclosures and make adjustments if and to the extent there are material changes in financial reporting requirements.
v3.25.1
Other Matters
 12 Months Ended
Dec. 31, 2024
Text Block [Abstract]  
Other Matters
NOTE 6. OTHER MATTERS
None.
v3.25.1
Accounting Policies and General Information (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Organization and Background
Organization and Background
Mills Music Trust (the “
Trust
”) was created by a Declaration of Trust, dated December 3, 1964 (the “
Declaration of Trust
”), for the purpose of acquiring from Mills Music, Inc. (“
Old Mills
”) the 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
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.
Cash Distributions to Unit Holders
Cash Distributions to Unit Holders
The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust.
Contingent Portion Payments
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
”).
 
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.
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.
Unit Holder Distributions and Trust Expenses
Unit Holder Distributions and Trust Expenses
Recent Payments
During the year ended December 31, 2024, the Trust received a total of $1,291,775 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2024 calendar year. During the year ended December 31, 2023, the Trust received a total of $1,237,548 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2023 calendar year.
Recent Distributions
During the year ended December 31, 2024, the Trust made cash distributions to Unit Holders in the aggregate amount of $658,733 ($2.37 per Trust Unit), as compared to cash distributions to Unit Holders in the aggregate amount of $863,852 ($3.11 per Trust Unit) during the year ended December 31, 2023. For computation details regarding the distributions made during the year ended December 31, 2024, please see the table headed “Statements of Cash Receipts and Disbursements” under Part II, Item 8, “Financial Statements and Supplementary Data”.
Cash and Administrative Expenses
As of December 31, 2024 the Trust had an aggregate of $35,743 in unpaid administrative expenses for services rendered to the Trust. As of March 15, 2025, the Trust had received invoices for an aggregate of $188,382 in unpaid administrative expenses for services rendered to the Trust.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update Topic
2023-07,
“Segment Reporting (ASC Topic 280)” (the “
ASU
”), enhancing segment disclosures for public entities on an annual and interim basis. The ASU, effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024, retains existing requirements for segment profit or loss reporting, as well as specified expense disclosures, without altering segment identification, aggregation, or reportable segment thresholds. The Company adopted the ASU as of December 31, 2024. As a result of the adoption of the ASU the Trust enhanced its segment reporting disclosures. For additional details, please see Note 5, “Segment Reporting”,” under Part II, Item 8, “Financial Statements and Supplementary Data”.
The Trustees do not believe that any other recently issued, but not yet effective, accounting standards, if adopted, would have a material effect on the Trust’s financial statement.
Accounting Policies
Accounting Policies
Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid.
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.
v3.25.1
Accounting Policies and General Information (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Contingent Portion Payments 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
 
  
 
 
  
v3.25.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Disbursements to Trustees
Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December 31, 2024 and December 31, 2023:
 
Trustee Fees Paid by the Trust
   
2024
     
2023
  
Individual Trustee Fees
    $ 3,125      $ 5,000  
Corporate Trustee Fees
      2,500        3,125
(1)
 
Corporate Trustee Transfer Agent Registrar Fees
(2)
      24,375        18,750
(1)
 
  
 
 
     
 
 
  
Totals
   
$
30,000
 
   
$
26,875
(1)
 
  
 
 
     
 
 
  
v3.25.1
Accounting Policies and General Information - Additional Information (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2010
Dec. 31, 2024
Dec. 31, 2023
Mar. 15, 2025
Organization And Summary Of Significant Accounting Policies [Line Items]        
Date of formation of Mills Music Trust   Dec. 03, 1964    
Minimum payment of quarterly Contingent Portion $ 167,500      
Receipts from EMI   $ 1,291,775 $ 1,237,548  
Cash Distributions to Unit Holders   $ 658,733 $ 863,852  
Distributions per Unit   $ 2.37 $ 3.11  
Unpaid administrative expenses for services   $ 35,743    
Subsequent Event [Member]        
Organization And Summary Of Significant Accounting Policies [Line Items]        
Unpaid administrative expenses for services       $ 188,382
Minimum [Member]        
Organization And Summary Of Significant Accounting Policies [Line Items]        
Percentage of Contingent Portion of gross royalty income 65.00%      
Maximum [Member]        
Organization And Summary Of Significant Accounting Policies [Line Items]        
Percentage of Contingent Portion of gross royalty income 75.00%      
v3.25.1
Accounting Policies and General Information - Schedule of Contingent Portion Payments (Detail) - USD ($)
 3 Months Ended 105 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Mar. 31, 2018
Sep. 30, 2017
Mar. 31, 2017
Sep. 30, 2016
Mar. 31, 2016
Dec. 31, 2024
Accounting Policies [Abstract]                                                            
Deficiency in Contingent Portion payments $ 0 $ 135,768 $ 0 $ 43,909 $ 40,761 $ 131,213 $ 37,491 $ 44,908 $ 0 $ 83,438 $ 70,709 $ 0 $ 38,112 $ 38,846 $ 43,148 $ 42,742 $ 40,085 $ 15,557 $ 40,025 $ 42,572 $ 68,571 $ 41,786 $ 71,489 $ 75,712 $ 98,901 $ 41,557 $ 85,359 $ 37,529 $ 79,889 $ 1,490,077
v3.25.1
Federal Income Taxes - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2024
USD ($)
Income Tax Disclosure [Abstract]  
Provision for income taxes $ 0
v3.25.1
Related Party Transactions - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2024
USD ($)
Related Party Transaction [Line Items]  
Trustee annual compensation $ 2,500
Maximum [Member]  
Related Party Transaction [Line Items]  
Aggregate compensation percentage to Trustees 3.00%
v3.25.1
Related Party Transactions - Disbursements to Trustees (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]      
Trustee Fees and Expenses   $ 30,000 $ 26,875 [1]
Individual Trustee Fees [Member]      
Related Party Transaction [Line Items]      
Trustee Fees and Expenses   3,125 5,000
Corporate Trustee [Member]      
Related Party Transaction [Line Items]      
Trustee Fees and Expenses $ 625 2,500 3,125 [1]
Corporate Trustee Transfer Agent Registrar Fees [Member]      
Related Party Transaction [Line Items]      
Trustee Fees and Expenses [2] $ 3,750 $ 24,375 $ 18,750 [1]
[1] Corporate Trustee Fees in the aggregate amount of $625 and Corporate Trustee Transfer Agent Registrar Fees of $3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.
[2] These services are performed by the Corporate Trustee.
v3.25.1
Related Party Transactions - Disbursements to Trustees (Parenthetical) (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
 [1]
Related Party Transaction [Line Items]      
Trustee Fees   $ 30,000 $ 26,875
Corporate Trustee [Member]      
Related Party Transaction [Line Items]      
Trustee Fees $ 625 2,500 3,125
Corporate Trustee Transfer Agent Registrar Fees [Member]      
Related Party Transaction [Line Items]      
Trustee Fees [2] $ 3,750 $ 24,375 $ 18,750
[1] Corporate Trustee Fees in the aggregate amount of $625 and Corporate Trustee Transfer Agent Registrar Fees of $3,750, in each case attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.
[2] These services are performed by the Corporate Trustee.
v3.25.1
The Copyright Catalogue - Additional Information (Detail) - 2022 Listing Top 50 [Member]
 12 Months Ended
Dec. 31, 2024
SONGS
Royalties Receivable [Line Items]  
Estimated number of songs in the Catalogue 12,000
Estimated number of songs producing royalty income 1,430
Number of Copyrighted Songs in the Top 50 list 50
Period of copyright protection 95 years
Minimum [Member]  
Royalties Receivable [Line Items]  
Copyright protection expiration period 2021
Maximum [Member]  
Royalties Receivable [Line Items]  
Copyright protection expiration period 2075
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