Table of Contents

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, 2020

2021

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

452 Fifth Avenue, New York, NY

 
10018
(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“non-accelerated filer”, “smaller
“smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the
Exchange Act.

Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☐
☒

  Smaller reporting company ☒
 
  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as 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 $5,036,284.

$6,665,670.

Total Trust Units outstanding as of December 31, 20202021 was 277,712.

TABLE OF CONTENTS

Auditor Firm ID: 694
Auditor Name: Hoberman & Lesser, CPA’s, LLCAuditor Location: New York, NY, USA
Table of Contents
TABLE OF CONTENTS
PART I

  1 

ITEM 1. BUSINESS

  1 

ITEM 1A. RISK FACTORS

  3 

ITEM 1B. UNRESOLVED STAFF COMMENTS

  3 

ITEM 2. PROPERTIES

  3 

ITEM 3. LEGAL PROCEEDINGS

  3 

ITEM 4. MINE SAFETY DISCLOSURES

  3 

PART II

  4 

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

  4 

ITEM 6. SELECTED FINANCIAL DATA

  4 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

  5 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  7 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  7 

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

  14 

ITEM 9A. CONTROLS AND PROCEDURES

  1514 

ITEM 9B. OTHER INFORMATION

  15 

PART III

  1615 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

15
ITEM 11. EXECUTIVE COMPENSATION
  16 

ITEM 11. EXECUTIVE COMPENSATION

17

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

  17 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

  17 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

  1817 

PART IV

  19 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

  19 

ITEM 16. FORM 10-K SUMMARY

  19 

SIGNATURES

  20 

EX-31.1

 

EX-31.2

 

EX-32.1

 

EX-32.2

 

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 and Michael E. Reiss are the Individual Trustees of the Trust (the “Individual Trustees”“Individual Trustees” and together with the Corporate Trustee, the “
Trustees
”).

Proceeds from Contingent Portion Payments

The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust Certificates (the “
Unit Holders
”) representing interests in the Trust (the “
Trust Units
”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.

Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.

Calculation of 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 in or prior to 1960.

1

Table of Contents

EMI has provided the Trust with a listing (the “
Listing
”) of the top 50 earning songs in the Catalogue during the 20202021 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.

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.

2020

2021
Mills Music Trust Top 50 Songs

MILLS 50 TOP GROSSING TITLES—2020

RANK  

SONG

 

WRITERS

  

Orig ©

Date

  

Renewal

Date

  

U.S.
PD
Year

  

Gross

Rev.

 
1  SLEIGH RIDE
(VOCAL) [WW + US
Pre & Post ERT
Options]		 LEROY ANDERSON (50), MITCHELL PARISH (50)  10/24/1950  12/5/1977  2045  $804,009.81 
2  LITTLE DRUMMER
BOY		 KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33)  11/13/1958  5/12/1986  2053  $496,199.50 
3  Caravan—
Instrumental Version		 Duke Ellington (50), JUAN TIZOL (50)  4/19/1937  4/13/1965  2032  $156,249.20 
4  LOVESICK BLUES CLIFF FRIEND (50), IRVING MILLS (50)  4/3/1949  4/4/1977  2044  $125,885.95 
5  STARDUST HOAGY CARMICHAEL (50), MITCHELL PARISH (50)  1/5/1928  12/29/1955  2023  $120,551.06 
6  Caravan—Vocal
Version		 Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25)  4/19/1937  4/13/1965  2032  $109,410.42 
7  MINNIE THE
MOOCHER		 CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33)  4/7/1931  3/27/1959  2026  $88,749.02 
8  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  $80,830.34 
9  HOLD ME, THRILL
ME, KISS ME		 HARRY NOBLE (100)  10/21/1952  9/29/1980  2047  $63,410.28 
10  SLEIGH RIDE
(INSTRUMENTAL)
[WW + US Pre & Post
ERT Options]		 LEROY ANDERSON (100)  12/30/1948  2/23/1976  2043  $62,031.69 
11  MOONGLOW EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32)  12/31/1933  12/31/1960  2028  $58,035.53 
12  Mood Indigo BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33)  2/21/1931  12/31/1958  2029  $50,308.74 
13  STARS FELL ON
ALABAMA		 MITCHELL PARISH (50), FRANK S PERKINS (50)  9/14/1934  9/4/1962  2029  $44,374.78 
14  TYPEWRITER LEROY ANDERSON (100)  10/6/1953  8/31/1981  2048  $37,939.11 
15  AIN’T
MISBEHAVIN’		 HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)  7/8/1929  7/9/1956  2024  $37,262.18 
16  THIS TRAIN ROSETTA THARPE (100)  12/23/1938  12/22/1966  2033  $37,175.60 
17  Solitude EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32)  9/21/1934  9/4/1962  2029  $36,195.67 
18  In A Sentimental
Mood (Vocal)		 Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25)  11/29/1935  12/31/1962  2030  $36,124.54 
19  Sophisticated Lady Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25)  5/31/1933  5/31/1960  2028  $35,267.99 
20  ST. JAMES
INFIRMARY		 IRVING MILLS (100)  3/4/1929  2/28/1957  2024  $31,521.85 
21  STRAIGHTEN UP
AND FLY RIGHT		 NAT KING COLE (50), IRVING MILLS (50)  5/31/1944  3/17/1972  2039  $29,751.76 
22  SLEIGH RIDE
PROMENADE		 LEROY ANDERSON (50), MITCHELL PARISH (50)  10/24/1950  12/5/1977  N/A  $29,719.68(*) 
23  SHAKIN’ ALL OVER FRED HEATH (100)  7/8/1960  1/11/1988  2055  $27,573.91 
24  I’VE GOT THE
WORLD ON A
STRING		 HAROLD ARLEN (50), TED KOEHLER (50)  3/10/1932  11/10/1959  2027  $27,367.23 
25  LOUISIANA FAIRY
TALE		 J. FRED COOTS (33.33), HAVEN GILLESPIE (33.34), MITCHELL PARISH (33.33)  4/5/1935  4/2/1963  2030  $27,359.45 
26  Black And Tan
Fantasy		 Duke Ellington (50), Bub Miley (50)  7/16/1927  7/16/1954  2022  $24,968.11 
27  SWEET LORRAINE CLIFF BURWELL (50), MITCHELL PARISH (50)  12/31/1927  11/3/1954  2022  $22,574.11 
28  I CAN’T GIVE YOU
ANYTHING BUT
LOVE		 DOROTHY FIELDS (50), JIMMY MC HUGH (50)  3/6/1928  2/28/1956  2023  $22,390.95 
29  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  5/16/1968  2030  $19,675.32 
30  STORMY WEATHER
(KEEPS RAININ’
ALL THE TIME)		 HAROLD ARLEN (50), TED KOEHLER (50)  4/13/1933  12/31/1959  2028  $19,180.64 
31  Prelude To A Kiss Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33)  9/29/1938  9/8/1966  2033  $17,461.07 
32  CORRINE CORRINA BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34)  12/5/1929  12/3/1957  2024  $15,507.70 
33  BLUE LOU IRVING MILLS (50), EDGAR SAMPSON (50)  10/11/1933  10/9/1961  2028  $14,957.62 
34  I’M GETTING
SENTIMENTAL
OVER YOU		 GEORGE BASSMAN (50), NED WASHINGTON (50)  10/21/1932  10/21/1959  2045  $14,857.87 
35  BUGLER’S
HOLIDAY		 LEROY ANDERSON (100)  7/8/1954  2/3/1982  2049  $14,769.86 
36  Saddest Tale Duke Ellington (50), IRVING MILLS (50)  5/10/1935  5/8/1963  2030  $14,485.70 
37  YOU RASCAL YOU SAM THEARD (100)  12/12/1929  12/12/1957  2024  $14,459.06 
38  A CHRISTMAS
FESTIVAL		 LEROY ANDERSON (100)  11/6/1950  12/9/1977  2045  $13,473.86 
39  GIRL OF MY
DREAMS		 SUNNY CLAPP (100)  9/14/1927  8/25/1955  2022  $13,256.51 
40  In A Sentimental
Mood (Instr.)		 DUKE ELLINGTON (100)  11/29/1935  11/29/1962  2030  $12,615.61 
41  DIGA DIGA DOO DOROTHY FIELDS (50), JIMMY MC HUGH (50)  6/9/1928  5/31/1956  2023  $11,992.02 
42  East St. Louis
Toodle-Oo		 Duke Ellington (50), Bub Miley (50)  2/10/1927  3/3/1954  2049  $10,375.82 
43  SMOKE RINGS GENE GIFFORD (50), NED WASHINGTON (50)  3/31/1933  4/1/1960  2028  $10,212.43 
44  Rockin’ In Rhythm HARRY CARNEY (33.33), Duke Ellington (33.33), IRVING MILLS (33.34)  4/9/1931  4/7/1959  2026  $9,056.94 
45  RED ROSES FOR A
BLUE LADY		 ROY C BENNETT (50), SID TEPPER (50)  12/30/1948  1/1/1976  2043  $8,682.53 
46  BELLE OF THE
BALL “INST”		 LEROY ANDERSON (100)  10/26/1951  9/7/1979  2046  $8,516.90 
47  VIEILLE CANAILLE JACQUES PLANTE (10), SAM THEARD (90)  12/12/1929  12/12/1957  2024  $8,275.08 
48  FIDDLE FADDLE
“INST”		 LEROY ANDERSON (100)  4/23/1948  9/8/1975  2043  $7,647.15 
49  BLUE TANGO
(VOCAL)		 LEROY ANDERSON (50), MITCHELL PARISH (50)  7/14/1952  6/11/1980  2047  $7,199.75 
50  Only One CAB CALLOWAY (32.5), Yisrael Morgan Parkins (35), HARRY A. WHITE (32.5)  2/9/1934  2/1/1962  2029  $7,184.12 

*

The Trust no longer holds the copyright to this song in the United States or Canada. All gross revenues are from foreign sources.

RANK SONG_ID  
SONG
 
WRITERS
  
Orig
©
Date
  
Renewal
Date
  
U.S.
PD
Year
  
Gross
Rev.
 
1 2166108  LITTLE DRUMMER
BOY		 KATHERINE K DAVIS (33.34), HENRY ONORATI (33.33), HARRY SIMEONE (33.33)  11/13/1958  5/12/1986  2053   700,760.22 
2 2105974  SLEIGH RIDE
(VOCAL) [WW + US
Pre & Post ERT
Options]		 LEROY ANDERSON (50), MITCHELL PARISH (50)  10/24/1950  12/5/1977  2045   576,507.17 
3 3150020  SLEIGH RIDE
PROMENADE		 LEROY ANDERSON (50), MITCHELL PARISH (50)  10/24/1950  12/5/1977  N/A   269,971.29 
4 3323422  LOVESICK BLUES CLIFF FRIEND (50), IRVING MILLS (50)  4/3/1949  4/4/1977  2044   166,988.98 
5 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   73,041.15 
6 2135459  STARDUST HOAGY CARMICHAEL (50), MITCHELL PARISH (50)  1/5/1928  12/29/1955  2023   69,342.13 
7 2104381  ST. JAMES
INFIRMARY		 IRVING MILLS (100)  3/4/1929  2/28/1957  2024   63,870.01 
8 755507  Caravan—Vocal
Version		 Duke Ellington (25), IRVING MILLS (50), JUAN TIZOL (25)  4/19/1937  4/13/1965  2032   59,221.44 
9 3797340  STRAIGHTEN UP
AND FLY RIGHT		 NAT KING COLE (50), IRVING MILLS (50)  5/31/1944  3/17/1972  2039   53,383.08 
10 2445029  MINNIE THE
MOOCHER		 CAB CALLOWAY (33.34), CLARENCE GASKILL (33.33), IRVING MILLS (33.33)  4/7/1931  3/27/1959  2026   48,930.77 
11 755555  In A Sentimental
Mood (Vocal)		 Duke Ellington (50), MANNY KURTZ (25), IRVING MILLS (25)  11/29/1935  12/31/1962  2030   48,465.85 
12 2436326  AIN’T
MISBEHAVIN’		 HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)  7/8/1929  7/9/1956  2024   47,326.63 
13 2306473  STORMY WEATHER
(KEEPS RAININ’
ALL THE TIME)		 HAROLD ARLEN (50), TED KOEHLER (50)  4/13/1933  12/31/1959  2028   42,168.75 
14 2395977  MOONGLOW EDDIE DE LANGE (33.34), WILL HUDSON (33.34), IRVING MILLS (33.32)  12/31/1933  12/31/1960  2028   40,397.76 
15 2109890  SLEIGH RIDE
(INSTRUMENTAL)
[WW + US Pre & Post
ERT Options]		 LEROY ANDERSON (100)  12/30/1948  2/23/1976  2043   35,641.61 
16 2110059  TYPEWRITER LEROY ANDERSON (100)  10/6/1953  8/31/1981  2048   32,291.48 
17 2049843  I’VE GOT THE
WORLD ON A
STRING		 HAROLD ARLEN (50), TED KOEHLER (50)  3/10/1932  11/10/1959  2027   29,938.83 
18 2340125  VIEILLE CANAILLE JACQUES PLANTE (10), SAM THEARD (90)  12/12/1929  12/12/1957  2024   28,391.41 
19 755386  In A Sentimental
Mood (Instr.)		 DUKE ELLINGTON (100)  11/29/1935  11/29/1962  2030   26,959.98 
20 2452611  I CAN’T GIVE YOU
ANYTHING BUT
LOVE		 DOROTHY FIELDS (50), JIMMY MC
HUGH (50)		  3/6/1928  2/28/1956  2023   26,770.89 
21 759836  Caravan—
Instrumental Version		 Duke Ellington (50), JUAN TIZOL (50)  4/19/1937  4/13/1965  2032   24,369.60 
22 2378336  I’M GETTING
SENTIMENTAL
OVER YOU		 GEORGE BASSMAN (50), NED WASHINGTON (50)  10/21/1932  10/21/1959  2045   23,622.91 
23 3785846  STARS FELL ON
ALABAMA		 MITCHELL PARISH (50), FRANK S PERKINS (50)  9/14/1934  9/4/1962  2029   22,947.93 
24 795188  Solitude EDDIE DE LANGE (33.34), Duke Ellington (33.34), IRVING MILLS (33.32)  9/21/1934  9/4/1962  2029   22,500.23 
25 3783971  HOLD ME, THRILL
ME, KISS ME		 HARRY NOBLE (100)  10/21/1952  9/29/1980  2047   21,942.75 
26 755513  East St. Louis
Toodle-Oo
 Duke Ellington (50), Bub Miley (50)  2/10/1927  3/3/1954  2049   21,438.72 
27 755540  Mood Indigo BARNEY BIGARD (33.33), Duke Ellington (33.34), IRVING MILLS (33.33)  2/21/1931  12/31/1958  2029   21,178.67 
28 2206172  
ROCK-A-BYE
YOUR
BABY WITH A
DIXIE MELODY		 SAM LEWIS (33.34), JEAN SCHWARTZ (33.33), JOE YOUNG (33.33)  3/6/1918  4/11/1945  2013   19,881.14 
29 2462238  HOLD TIGHT, HOLD
TIGHT (WANT
SOME SEAFOOD
MAMA)		 DICK BRANDOW (16.68), LEONARD KENT (16.68), JOSEPH MILLER (16.66), GEORGE ROBINSON (16.66), WILLIE SPOTTSWOOD (16.66), LEON WARE (16.66)  1/24/1939  1/23/1967  2034   19,762.74 
30 3757034  SWEET LORRAINE CLIFF BURWELL (50), MITCHELL
PARISH (50)		  12/31/1927  11/3/1954  2022   19,373.67 
31 2423783  YOU RASCAL YOU SAM THEARD (100)  12/12/1929  12/12/1957  2024   19,067.45 
32 755550  Sophisticated Lady Duke Ellington (50), IRVING MILLS (25), MITCHELL PARISH (25)  5/31/1933  5/31/1960  2028   18,005.54 
33 2011720  SMOKE RINGS GENE GIFFORD (50), NED
WASHINGTON (50)		  3/31/1933  4/1/1960  2028   17,274.09 
34 755399  Rockin’ In Rhythm HARRY CARNEY (33.33), Duke Ellington (33.33), IRVING MILLS (33.34)  4/9/1931  4/7/1959  2026   16,852.68 
35 2448372  CAROL OF THE
DRUM		 KATHERINE DAVIS (100)  5/2/1941  10/2/1968  2036   16,258.65 
2

Table of Contents

36 2102873  BUGLER’S
HOLIDAY		 LEROY ANDERSON (100)  7/8/1954  2/3/1982  2049   15,370.59 
37 3798731  AMERICAN
SALUTE		 MORTON GOULD (100)  3/31/1943  2/17/1971  2038   14,773.73 
38 2005264  CORRINE
CORRINA		 BO CHATMAN (33.34), MITCHELL PARISH (33.32), J WILLIAMS (33.34)  12/5/1929  12/3/1957  2024   14,523.37 
39 3559694  BUGLE
CALL RAG		 BILLY MEYERS (33.34), JOHN PETTIS (33.33), ELMER SCHOEBEL (33.33)  6/13/1923  6/15/1950  2018   13,905.73 
40 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  5/16/1968  2030   13,764.98 
41 755541  Prelude To A
Kiss		 Duke Ellington (33.34), IRVING GORDON (33.33), IRVING MILLS (33.33)  9/29/1938  9/8/1966  2033   13,591.93 
42 3557048  SHANGHAI
SHUFFLE		 LARRY CONLEY (50), GENE RODEMICH (50)  10/20/1924  1/1/1982  2019   13,517.02 
43 2132833  DOES YOUR
CHEWING
GUM LOSE
ITS
FLAVOR ON
THE BEDPO		 MARTY BLOOM (33.33), ERNEST BREUER (33.33), BILLY ROSE (33.34)  2/29/1924  3/1/1951  2019   11,260.99 
44 2307281  THIS TRAIN ROSETTA THARPE (100)  12/23/1938  12/22/1966  2033   10,982.02 
45 3485900  IN THE
BEGINNING		 JEREMY STEIG (100)  3/17/1971  12/31/1998  2066   10,010.48 
46 2108433  THAT
JUNGLE
JAMBOREE		 HARRY BROOKS (25), ANDY RAZAF (50), FATS WALLER (25)  9/17/1929  9/17/1956  2024   9,267.91 
47 2255641  A
CHRISTMAS
FESTIVAL		 LEROY ANDERSON (100)  11/6/1950  12/9/1977  2045   9,223.21 
48 3563580  RED ROSES
FOR A
BLUE LADY		 ROY C BENNETT (50), SID TEPPER (50)  12/30/1948  1/1/1976  2043   8,840.21 
49 2290245  SHAKIN’
ALL OVER		 FRED HEATH (100)  7/8/1960  1/11/1988  2055   8,695.47 
50 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)  4/26/1938  4/22/1966  2033   8,153.44 
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 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, 452 Fifth Avenue, New York, New York 10018. Except for fees paid to the Corporate Trustee in accordance with the Declaration of Trust, no expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust. 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.

3

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 
   $    $ 

2019

    

First Quarter

   34.00    24.07 

Second Quarter

   35.00    25.51 

Third Quarter

   32.99    26.55 

Fourth Quarter

   32.50    26.90 

2020

    

First Quarter

   50.00    29.23 

Second Quarter

   49.00    30.50 

Third Quarter

   39.00    33.00 

Fourth Quarter

   39.60    35.00 

Calendar Period
  
High
   
Low
 
   $    $ 
2020
    
First Quarter
   50.00    29.23 
Second Quarter
   49.00    30.50 
Third Quarter
   39.00    33.00 
Fourth Quarter
   39.60    35.00 
2021
    
First Quarter
   42.00    37.00 
Second Quarter
   42.00    39.90 
Third Quarter
   49.00    40.47 
Fourth Quarter
   66.00    42.00 
Unit Holders

As of December 31, 20202021 there were 110106 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. SELECTED FINANCIAL DATA

The information set forth below for the five years ended December 31, 20202021 is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report to fully understand factors that may affect the comparability of the information presented below.

Year Ended December 31 Receipts From EMI  Cash Distributions to Unit Holders  Cash Distributions Per Unit* 
2020 $1,016,712  $789,444  $2.84 
2019 $2,058,976  $1,805,109  $6.50 
2018 $1,036,335  $790,184  $2.85 
2017 $886,165  $595,328  $2.14 
2016 $833,248  $607,852  $2.19 

Year Ended December 31
 
Receipts From EMI
  
Cash Distributions to Unit Holders
  
Cash Distributions Per Unit*
 
2021 $1,061,519  $830,151  $2.99 
2020 $1,016,712  $789,444  $2.84 
2019 $2,058,976  $1,805,109  $6.50 
2018 $1,036,335  $790,184  $2.85 
2017 $886,165  $595,328  $2.14 
*

Based on 277,712 Trust Units outstanding

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Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OPERATIONS

The Copyright Catalogue

The Catalogue is estimated to be composed of over 12,000 music titles, of which approximately 1,430 produced royalty income in recent years. Based on the Listing, the 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. AsAlthough 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, allmost of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the “
1909 Act
”) between 19221918 and 1960.1971. For copyrighted works subject to the 1909 Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs range between 20222013 and 2055,2066, 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%

5

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
”).

5
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 
  

 

 

 

Total

  $739,032 
  

 

 

 

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 
  
 
 
 
Total
  
$
901,880
 
  
 
 
 
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any of the Underpayments or that it will resolve favorably the ongoing dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.

The Trust has engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income, to conduct a special audit of the books and records of EMI administered by Sony/ATV to resolve the ongoing dispute and also determine whether there have been any other material royalty omissions or expense over-deductions for the periods beginning January 1, 2016 and ended December 31, 2020.

Recent Audit Settlement Payment

In January 2016, the Trustees engaged Prager Metis CPAs, LLC (“Prager”), an accounting firm specializing in auditing royalty income, to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine if payments of the Contingent Portion by EMI have been properly made in accordance with the Asset Purchase Agreement during the period beginning on October 1, 2011 and ending on December 31, 2015 (the “Audit Period”). Prager’s final report (the “Prager Report”) was delivered to Sony/ATV on August 14, 2017. The audit cost the Trust an aggregate of $130,284, all of which has been paid to date. The Prager Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period.

As of April 23, 2019, EMI, the Trust and the Trustees entered into an audit settlement agreement pursuant to which EMI agreed to pay the Trust $1,000,000 in full and final settlement (the “2019 Settlement”) of (i) all Trust claims related to the underpayments identified by the Prager Report and (ii) that portion of the Underpayments attributable to the Audit Period. The 2019 Settlement does not cover any claims for any periods of time after expiration of the Audit Period, nor does it adjust the parties’ entitlements arising from the consequences of any future writer royalty underpayment audits relating to the Audit Period.

6

Unit Holder Distributions and Trust Expenses

Recent Payments

During the year ended December 31, 2021, the Trust received a total of $1,061,519 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2021 calendar year. During the year ended December 31, 2020, the Trust received a total of $1,016,712 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2020 calendar year.
6
Table of Contents
Recent Distributions
During the year ended December 31, 2019,2021, the Trust received a totalmade cash distributions to Unit Holders in the aggregate amount of $2,058,976 from EMI, $1,000,000 of which was attributable$830,151 ($2.99 per Trust Unit), as compared to the 2019 Settlement payment and the remainder of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2019 calendar year.

Recent Distributions

During the year ended December 31, 2020, the Trust made cash distributions to Unit Holders in the aggregate amount of $789,444 ($2.84 per Trust Unit), as compared to cash distribution to Unit Holders in the aggregate amount of $1,805,109 ($6.50 per Trust Unit) during the year ended December 31, 2019.2020. For computation details regarding the distributions made during the year ended December 31, 2020,2021, please refer to

the Current Report on Form 8-K, which the Trust filed with
the Securities and Exchange Commission on December 23, 2020.

21, 2021.

Cash and Administrative Expenses

As of December 31, 20202021 the Trust had $24,597$39,262 unpaid administrative expenses for services rendered to the Trust. As of March 15, 2021,7, 2022, the Trust had received invoices for an aggregate of $51,115$56,036 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, 20202021 and 2019.

2020.

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 8 of this report.

7

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 Statement

Statements

We have audited the accompanying statementstatements of cash receipts and disbursements of Mills Music Trust (the “Trust”) for each of the yearyears in the two-year period ended December 31, 2020,2021, and the related notes (collectively referred to as the “financial statement”statements”). In our opinion, the financial statement presentsstatements present fairly, in all material respects, the cash receipts and disbursements of the Trust for each of the yearyears in the two-year period ended December 31, 2020,2021, 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 statement.

statements.

Basis for Opinion

This financial statement isstatements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statementstatements based on our audit.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 auditaudits 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 statement is 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 audit,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 auditaudits included performing procedures to assess the risks of material misstatement of the financial statement,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 statement.statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.statements. We believe that our audit providesaudits 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 statementstatements for information concerning a dispute with respect to certain amounts believed to be owed to Mills Music Trust.

LOGO

8
Table of Contents

We have served as the Trust’s auditor since 2020.

New York, New York

March 31, 2021

2022
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

8

9

LOGO

ReportTable of Independent Registered Public Accounting Firm

The Trustees and Unit Holders of Mills Music Trust

Opinion on the Financial Statement

We have audited the accompanying statement of cash receipts and disbursements of Mills Music Trust (the “Trust”) for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the cash receipts and disbursements of the Trust for the year ended December 31, 2019, 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 statement.

Basis for Opinion

This financial statement is the responsibility of the entity’s management. Our responsibility is to express an opinion on the Trust’s financial statement based on our audit. 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 audit 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 statement is 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 audit 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 audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Other Matter

Attention is directed to Note 1 to the financial statement for information concerning a dispute with respect to certain amounts believed to be owed to Mills Music Trust.

/s/ CORNICK, GARBER & SANDLER, LLP

CERTIFIED PUBLIC ACCOUNTANTS

We have served as the Trust’s auditor since 2003.

New York, New York

March 20, 2020

Cornick, Garber & Sandler LLP

555 Madison Avenue, New York, NY 10022-3301   T 212.557.3900   F 212.557.3936

50 Charles Lindbergh Blvd., Uniondale NY 11553-3600   T 516.542.9030   F 516.542.9035

cgscpa.com

9

Contents

MILLS MUSIC TRUST

STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 2019

   2020   2019 

Receipts from EMI

  $1,016,712   $2,058,976(1) 

Undistributed Cash at Beginning of Year

   46    65 

Disbursements – Administrative Expenses

   (227,268)    (253,886) 
  

 

 

   

 

 

 

Balance Available for Distribution

   789,490    1,805,155 

Cash Distributions to Unit Holders

   789,444    1,805,109 
  

 

 

   

 

 

 

Undistributed Cash at End of Year

  $46   $46 
  

 

 

   

 

 

 

Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding)

  $2.84   $6.50 

(1)

The proceeds received by the Trust for the year ended December 31, 2019 include an audit settlement pursuant to which EMI agreed to pay the Trust $1,000,000. For further information see “Recent Audit Settlement Payment” under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

2020

   
2021
   
2020
 
Receipts from EMI
  $1,061,519   $1,016,712 
Undistributed Cash at Beginning of Year
   46    46 
Disbursements – Administrative Expenses
   (231,368)    (227,268) 
   
 
 
   
 
 
 
Balance Available for Distribution
   830,197    789,490 
Cash Distributions to Unit Holders
   830,151    789,444 
   
 
 
   
 
 
 
Undistributed Cash at End of Year
  $46   $46 
   
 
 
   
 
 
 
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding)
  $2.99   $2.84 
See accompanying Notes to Statements of Cash Receipts and Disbursements.

The Trust does not prepare a balance sheet or a statement of cash flows.

10

Table of Contents

MILLS MUSIC TRUST

NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 2019

2020

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 and Michael E. Reiss are the Individual Trustees of the Trust (the “
Individual Trustees
” and together with the Corporate Trustee, the “
Trustees
”).

Proceeds from Contingent Portion Payments

The Trust receives quarterly payments of the Contingent Portion from EMI and distributes the amounts it receives to the registered owners of Trust Certificates (the “
Unit Holders
”) representing interests in the Trust (the “
Trust Units
”), after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The Declaration of Trust provides that these are the Trust’s sole responsibilities and that the Trust is prohibited from engaging in any business activities.

Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement.

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
”).

11

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Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “
New Calculation Method
”). However, EMI has disputed that the New Calculation Method is the correct interpretation of the Asset Purchase Agreement. As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “
Underpayments
”):

Quarterly Payment Period

  Amount of
Deficiency		 

March 31, 2016

  $79,889 

September 30, 2016

   37,529 

March 31, 2017

   85,359 

September 30, 2017

   41,557 

March 31, 2018

   98,901 

September 30, 2018

   75,712 

March 31, 2019

   71,489 

June 30, 2019

   41,786 

September 30, 2019

   68,571 

December 31, 2019

   42,572 

March 31, 2020

   40,025 

June 30, 2020

   15,557 

September 30, 2020

   40,085 
  

 

 

 

Total

  $739,032 
  

 

 

 

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 
   
 
 
 
Total
  
$
901,880
 
   
 
 
 
As of the date hereof, the Trust has not received the Underpayments, and EMI has expressly disagreed with the Trust. The Trust can offer no assurance that it will be able to recover any of the Underpayments or that it will resolve favorably the ongoing dispute relating to the New Calculation Method with respect to future payments of the Contingent Portion.

The Trust has engaged Citrin Cooperman & Company LLP, an accounting firm specializing in auditing royalty income, to conduct a special audit of the books and records of EMI administered by Sony/ATV to resolve the ongoing dispute and also determine whether there have been any other material royalty omissions or expense over-deductions for the periods beginning January 1, 2016 and ended December 31, 2020.

Recent Audit Settlement Payment

In January 2016, the Trustees engaged Prager Metis CPAs, LLC (“Prager”), an accounting firm specializing in auditing royalty income, to conduct a special audit of the books and records of EMI administered by Sony/ATV to determine if payments of the Contingent Portion by EMI have been properly made in accordance with the Asset Purchase Agreement during the period beginning on October 1, 2011 and ending on December 31, 2015 (the “Audit Period”). Prager’s final report (the “Prager Report”) was delivered to Sony/ATV on August 14, 2017. The audit cost the Trust an aggregate of $130,284, all of which has been paid to date. The Prager Report identified multiple asserted royalty omissions and expense over-deductions from the Contingent Portion during the Audit Period.

As of April 23, 2019, EMI, the Trust and the Trustees entered into an audit settlement agreement pursuant to which EMI agreed to pay the Trust $1,000,000 in full and final settlement (the “2019 Settlement”) of (i) all Trust claims related to the underpayments identified by the Prager Report and (ii) that portion of the Underpayments attributable to the Audit Period. The Settlement does not cover any claims for any periods of time after expiration of the Audit Period, nor does it adjust the parties’ entitlements arising from the consequences of any future writer royalty underpayment audits relating to the Audit Period.

12

Unit Holder Distributions and Trust Expenses

Recent Payments

During the year ended December 31, 2021, the Trust received a total of $1,061,519 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2021 calendar year. During the year ended December 31, 2020, the Trust received a total of $1,016,712 from EMI, all of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2020 calendar year.
Recent Distributions
During the year ended December 31, 2019, the Trust received a total of $2,058,976 from EMI, $1,000,000 of which was attributable to the 2019 Settlement payment and the remainder of which was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2019 calendar year.

Recent Distributions

During the year ended December 31, 2020,2021, the Trust made cash distributions to Unit Holders in the aggregate amount of $789,444$830,151 ($2.842.99 per Trust Unit), as compared to cash distribution

distributions
to Unit Holders in the aggregate amount of $1,805,109$789,444 ($6.502.84 per Trust Unit) during the year ended December 31, 2019.2020. For computation details regarding the distributions made during the year ended December 31, 2020,2021, please refer to the Current Report on Form
8-K,
which the Trust filed with the Securities and Exchange Commission on December 23, 2020.

21, 2021.

12
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Cash and Administrative Expenses

As of December 31, 20202021 the Trust had $24,597$39,262 unpaid administrative expenses for services rendered to the Trust. As of March 15, 2021,7, 2022, the Trust had received invoices for an aggregate of $51,115$56,036 in unpaid administrative expenses for services rendered to the Trust.

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.

NOTE 2. FEDERAL INCOME TAXES

No

NaN 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.

13

Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December 31, 20202021 and December 31, 2019:

Trustee Fees Paid by the Trust

  2020   2019 

Individual Trustee fees (1)

  $5,000   $5,000 

Corporate Trustee fees

   2,500    2,500 

Corporate Trustee Transfer Agent Registrar fees(2)

   15,000    15,000 
  

 

 

   

 

 

 

Totals

  $22,500   $22,500 
  

 

 

   

 

 

 

2020:
Trustee Fees Paid by the Trust
  
2021
   
2020
 
Individual Trustee fees
 (1)
  $5,000   $5,000 
Corporate Trustee fees
   2,500    2,500 
Corporate Trustee Transfer Agent Registrar fees
(2)
   15,000    15,000 
   
 
 
   
 
 
 
Totals
  
$
22,500
 
  
$
22,500
 
   
 
 
   
 
 
 
(1)

The Individual Trustees were elected on August 29, 2013.

(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, 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 Unites States. The receipts fluctuate based on consumer interest in the nostalgia appeal of older songs and the overall popularity of the songs contained in the Catalogue. The Catalogue also generates royalty income in foreign countries in which copyright is claimed.

13
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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. AsAlthough 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, allmost of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the “1909
19
09
Act
”) between 19221918 and 1960.19
71
. For copyrighted works subject to the 1909 19
0
9
Act, copyright law generally provides for a possible 95 years of copyright protection, subject to certain factors, including the initial registration date of each copyright and compliance with certain statutory provisions including notice and renewal. The Copyright expiration dates for the Top 50 Songs range between 20222013 and 2055,2066, 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.

NOTE 5. OTHER MATTERS

None.

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

None.

14

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, 2020.2021. 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.

14
Table of Contents
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, 2020.2021. 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, 2020,2021, 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(as defined in Rule 13a-15(f) under the Exchange Act)
during the quarter ended December 31, 20202021 that materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

15

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 and Michael E. Reiss are the Individual Trustees of the Trust. Pursuant to the Declaration of Trust, Trustees of the Trust serve until their removal, resignation, incapacity, or in the case of Individual Trustees, their death.

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 has been a partner at the law firm Eastman & Eastman since 1997. 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 executive vice-president on the board of Literacy Partners, Inc. Mr. Eastman graduated from Stanford University in 1992 and from Stanford Law School in 1997. He has served on the Board of Visitors and has lectured on intellectual property at Stanford Law School.

15
Table of Contents
Michael E. Reiss
—Mr. Reiss has served on a number of civic, philanthropic and community boards, including the Hinsdale Central High School Foundation, the Chicago Chapter of the Cystic Fibrosis Foundation, the Discovery Science Center of Southern California and the Coach Care Medical Foundation. From 2006 until present, Mr. Reiss has been a Member of Buttonwood Tree Management, LLC and a general partner of Buttonwood Tree Value Partners, LLC, a California investment partnership with investments that include Trust Units of Mills Music Trust. From 2010 until present, Mr. Reiss has served as Trustee for the Peggy J. Wilson Declaration of Trust and the Peggy J. Wilson Irrevocable Life Insurance Trust. Mr. Reiss is responsible for fiduciary management of these trusts, including general operations, investment management and accounting oversight. From 1992 until present, Mr. Reiss has served as President of M.E. Reiss, Ltd. and Chief Administrator and Investment Advisor for the James M. Wilson and Peggy J. Wilson trusts. From 2002 until present, Mr. Reiss has been an investment member of the following companies: McHenry Ventures, LLC, McHenry IL, Lemont Ventures, LLC, Lemont, IL; Buffalo Grove Ventures, LLC, Buffalo, IL; and Green Trails Ventures, LLC, Lisle, IL. Mr. Reiss’s activities in connection with these roles include acquisition and management of commercial real estate investments in the greater Chicago area. Mr. Reiss attended Eastern Illinois University from 1982 until 1986, where he received a Bachelor of Arts degree. Prior to that, Mr. Reiss attended the University of San Diego from 1975 until 1977 and also attended the College of DuPage from 1973 until 1975, where he received an Associate’s Degree.

Code of Ethics

On December 23, 2014, the Trust adopted a code of ethics (as
(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, 452 Fifth Avenue, New York, NY. In addition, the Trust relies on the Corporate Trustee to abide by HSBC Bank, USA, N.A.’s Statement of Business Principles and Code of Ethics, which is available on the Corporate Trustee’s website at http://www.us.hsbc.com.

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.

16

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.

16
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, 2020,2021, 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

   79,609    28.67% 

Michael Reiss(3)

104 West Chestnut

Suite 356 Hinsdale, IL 60521

   18,385    6.62% 

First Eagle Investment(4)

Management, LLC

1345 Avenue of the Americas

NY, NY 10018

   31,592    11.38% 

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
   79,609    28.67% 
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 is an Individual Trustee of the Trust.

(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, 2020.2021. 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, resignation, incapacity, or in the case

17

of individual trustees, their 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 $28,000
in 2021. Fees paid to Cornick, Garber & Sandler, LLP 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 $28,500 in 2020 and $22,000 in 2019.

 2020.

Audit-Related Fees

$19,000

Tax Fees

None.

17
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All Other Fees—For Quarterly Reviews of Form 10Q

$9,500

9,000

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.

18

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

   
Page
 

1. FINANCIAL STATEMENTS

  

Report of Independent Registered Public Accounting Firm

   
8-9
 

Statements of cash receipts and disbursements – years ended December 31, 20202021 and 20192020

   10 

Notes to statements of cash receipts and disbursements – years ended December 31, 20202021 and 20192020

   11 

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.
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.
104Cover 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.

19

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 20212022
   Mills Music Trust
           (Registrant)
 
 By: 

/s/ Garfield Barrett

   Garfield Barrett
   Trust Officer of the Corporate Trustee
   HSBC Bank USA, N.A.

20