☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
incorporation or organization)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | Smaller reporting company | ☒ | ||||
Emerging growth company | ☐ |
Securities registered pursuant to Section 12(b)
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2020
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Undistributed Cash—Beginning of period | $ | 46 | $ | 65 | $ | 46 | $ | 65 | ||||||||
Proceeds from Contingent Portion Payments | 229,717 | 1,296,975 | (1) | 488,752 | 1,435,466 | (1) | ||||||||||
General and Administrative Expenses | (78,186 | ) | (118,823 | ) | (115,703 | ) | (177,720 | ) | ||||||||
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Balance Available for Distribution | 151,577 | 1,178,217 | 373,095 | 1,257,811 | ||||||||||||
Cash Distributions to Unit Holders | (151,530 | ) | (1,178,152 | ) | (373,048 | ) | (1,257,746 | ) | ||||||||
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Undistributed Cash—End of period | $ | 47 | $ | 65 | $ | 47 | $ | 65 | ||||||||
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Cash Distributions per Trust Unit (based on 277,712 Trust Units Outstanding) | $ | 0.55 | $ | 4.24 | $ | 1.34 | $ | 4.53 | ||||||||
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Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Receipts from EMI | $ | 240,626 | $ | 229,717 | $ | 521,538 | $ | 488,752 | ||||||||
Undistributed Cash at Beginning of Period | $ | 51,161 | (1) | $ | 46 | $ | 46 | $ | 46 | |||||||
Disbursements - Administrative Expenses | (134,242 | ) | (78,186 | ) | (134,242 | ) | (115,703 | ) | ||||||||
Balance Available for Distribution | 157,545 | 151,577 | 387,342 | 373,095 | ||||||||||||
Cash Distributions to Unit Holders | (157,499 | ) | (151,530 | ) | (387,296 | ) | (373,048 | ) | ||||||||
Undistributed Cash at End of Period | $ | 46 | $ | 47 | $ | 46 | $ | 47 | ||||||||
Cash Distributions Per Unit (based on 277,712 Trust Units Outstanding) | $ | 0.57 | $ | 0.55 | $ | 1.39 | $ | 1.34 | ||||||||
(1) |
Includes amounts reserved for administrative expenses in the aggregate amount of $51,115 attributable to the three-months ended March 31, 2021 which were actually paid by the Trust |
2020
No
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Corporate Trustee Fees and Expenses | $ | 625 | $ | 625 | $ | 1,250 | $ | 1,250 | ||||||||
Individual Trustee Fees and Expenses | 1,250 | 1,250 | 2,500 | 2,500 | ||||||||||||
Transfer Agent and Registrar(1) | 3,750 | 3,750 | 7,500 | 7,500 | ||||||||||||
TOTALS | $ | 5,625 | $ | 5,625 | $ | 11,250 | $ | 11,250 |
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Corporate Trustee Fees and Expenses | $ | 1,250 | $ | 625 | $ | 1,250 | $ | 1,250 | ||||||||
Individual Trustee Fees and Expenses | 2,500 | 1,250 | 2,500 | 2,500 | ||||||||||||
Transfer Agent and Registrar (1) | 7,500 | 3,750 | 7,500 | 7,500 | ||||||||||||
TOTALS | $ | 11,250 | (2) | $ | 5,625 | $ | 11,250 | $ | 11,250 | |||||||
(1) | These services are performed by the Corporate Trustee. |
(2) | Includes amounts reserved for administrative expenses in the aggregate amount of $5,625 attributable to the three-months ended March 31, 2021 which were actually paid by the Trust on April 15, 2021. |
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 19972022 and 2088,2055, as set forth in the 20192020 Listing.
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 | ||
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Total | $ | 683,390 |
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 | |||
Total | $ | 824,922 | ||
Recent Audit Settlement Payment
In January 2016, the Trustees
Purchase Agreement during the periodperiods beginning on OctoberJanuary 1, 20112016 and ending onended 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 “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.
2020.
2020.
July 1, 2021.
2020.
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit No. | Description | |
31.1 | Certification by the Chief Financial Individual providing accounting services pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
31.2 | Certification by the trust officer of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.1* | Certification by the Chief Financial Individual providing accounting services pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
32.2* | Certification by the trust officer for the Corporate Trustee Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
101.1NS | XBRL Instance Document | |
101.SCH | XBRL Schema Document | |
101.CAL | XBRL Calculation Linkbase Documents | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Labels Linkbase Documents | |
101.PRE | XBRL Presentation Linkbase Documents | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Furnished, not filed |
August | Mills Music Trust | |||||
(Registrant) | ||||||
By: | /s/ Garfield Barrett | |||||
Garfield Barrett | ||||||
Trust Officer of the Corporate Trustee HSBC Bank USA, NA |