Accounting Policies and General Information (Policies) | 12 Months Ended |
Dec. 31, 2013 |
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 rights 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”). The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“EMI”), the current owner and administrative entity for the copyrighted materials. 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. |
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 | ' |
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 that EMI makes of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates and EMI collects. 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 |
The Trust distributes the amounts it receives in Contingent Portion payments from EMI to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. EMI ordinarily distributes payments of the Contingent Portion to the Trust approximately two to three months after a quarter ends. The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. |
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Prior to the First Quarter of 2010 |
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 EMI’s 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 |
Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. Both EMI and the Trust agree that 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 EMI’s exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “New Calculation Method”). However, EMI disputes the applicability of the New Calculation Method (the “Calculation Method Dispute”). |
As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion for the quarters ended June 30, 2012, September 30, 2012 December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 were deficient, in the Trust’s view, by $77,096, $13,398, $12,763, $12,996, $69,364 and $14,161, respectively. The total amount of the deficiency, in the Trust’s view, is $199,778 (the “2012 and 2013 Underpayments”). |
As of the date hereof, the Trust has not received the 2012 and 2013 Underpayments. The Trust can offer no assurance that it will be able to recover the 2012 and 2013 Underpayments from EMI or that it will resolve the Calculation Method Dispute with EMI with respect to future payments of the Contingent Portion. |
Settlement with EMI as to Certain Matters | ' |
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Settlement with EMI as to Certain Matters |
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The 2007 Dispute |
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In 2007 a dispute arose between EMI and the Trust regarding $259,500 in deductions taken by EMI against its payments to the Trust of the Contingent Portion (the “2007 Dispute”). EMI claimed the deductions were made in connection with certain expenses it incurred in years prior to 2007. |
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The Royalty Audit Report Dispute |
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In August 2011 the Trust engaged Prager Metis International LLC (formerly Prager & Fenton LLP) (“Prager”), an accounting firm specializing in auditing royalty income, to determine if payments of the Contingent Portion by EMI to the Trust have been properly made in accordance with the Asset Purchase Agreement. Prager delivered its final audit report, which covers the period from January 1, 2000 to June 30, 2011, to the Trust on September 25, 2012. The Prager Report identified multiple underpayments of the Contingent Portion during the period covered by the audit (the “Royalty Audit Report Dispute”). |
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Summons with Notice |
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In connection with the disputed matters discussed above, the Trust filed a Summons with Notice on October 4, 2013 with the Supreme Court of the State of New York seeking damages of not less than $2,614,948 from EMI for breach of contract, among other claims (the “Summons with Notice”). |
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Settlement |
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On February 28, 2014, the Trust, EMI and EMI Consortium Music Publishing Inc. agreed to settle (the “Settlement”) all disputed claims (the “Settled Claims”) of the Trust and EMI for all periods of time prior to October 1, 2011 (the “Settlement Period”). Pursuant to the settlement, EMI has paid the Trust an amount of $625,000 in full and final settlement of the Settled Claims and the Trust has voluntarily discontinued the Summons with Notice without prejudice and without cost subject to the terms of the settlement. |
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The Settled Claims include all claims during the Settlement Period, including without limitation claims relating to the Calculation Method Dispute, the 2007 Dispute and the Royalty Audit Report Dispute arising during the Settlement Period. |
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The Settlement does not cover any claims for any periods of time after the Settlement Period. As such, the Trust and EMI have not agreed to settle any claims relating to the Calculation Method Dispute arising after the Settlement Period and have not agreed on the method for calculating the Contingent Portion under the Asset Purchase Agreement for future quarterly periods. As noted above, as of the date hereof, the Trust has not received the 2012 and 2013 Underpayments. |
Trust Expenses and Unit Holder Distributions | ' |
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Trust Expenses and Unit Holder Distributions |
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Expenses |
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The Trust has had increased legal and other administrative expenses during 2013, due in part, to negotiations with EMI regarding the Settled Claims and a Unit Holder meeting held on August 29, 2013. As of December 31, 2013 the Trust had $160,192 of unpaid administrative expenses for services rendered to the Trust. As of April 9, 2014, the Trust had received invoices for an aggregate of $42,393 in unpaid administrative expenses for services rendered to the Trust. |
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Low Contingent Portion Payments |
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During the year ended December 31, 2013, the Trust received a total of $507,830 from EMI in Contingent Portion payments. |
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The Contingent Portion payments the Trust received from EMI were low compared to payments the Trust received in prior years. EMI has advised the Trust that expenses were charged during certain of the distribution periods during 2013 in connection with an audit settlement relating to certain Leroy Anderson copyrights that are part of the Catalogue. The Trust can offer no assurance that the amount of future Contingent Portion payments will not continue to decrease due to expenses charged in connection with Copyrighted Songs, the expiration of copyrights as well as other factors. |
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2013 Distributions |
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During the year ended December 31, 2013, the Trust made cash distributions to Unit Holders in the aggregate amount of $80,240. |
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Due to the increased expenses and low Contingent Portion payments during 2013, the Trustees decided to hold in reserve the full amount of the Contingent Portion payments attributable to royalties received from EMI for the first three quarterly periods of 2013 in order to pay administrative Trust expenses for services rendered to the Trust. |
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Recent Payments from EMI to the Trust and April 2014 Distribution |
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The Trust received from EMI in March 2014: (a) $625,000 in connection with the Settlement and (b) a Contingent Portion payment of $174,532, which is attributable to royalties received by EMI for the fourth quarter of 2013. On April 2, 2014, the Trust made a distribution of $636,276 (or $2.29 per Trust Unit) to the Trust’s Unit Holders of record at the close of business on April 1, 2014. For additional computation details regarding the distribution please refer to the quarterly distribution report, dated April 2, 2014, attached as Exhibit 99.1 to the Current Report on Form 8-K filed by the Trust with the Securities and Exchange Commission on April 4, 2014. |
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 of the Trust. 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. |