Accounting Policies and General Information | NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION Organization and Background Mills Music Trust (the “ Trust Declaration of Trust Old Mills Contingent Portion Catalogue Asset Purchase Agreement The Contingent Portion amounts are currently payable by EMI Mills Music Inc. (“ EMI Sony/ATV HSBC Bank, USA, N.A. is the Corporate Trustee of the Trust (the “ Corporate Trustee Individual Trustees 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 Trust Units Payments of the Contingent Portion to the Trust are based on royalty income which the Catalogue generates. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust as its Contingent Portion payment obligation, in accordance with the terms of the Asset Purchase Agreement. Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. Contingent Portion Payments Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “ Minimum Payment Obligation Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “ New Calculation Method Underpayments Quarterly Payment Period Amount of Deficiency June 30, 2012 $ 77,096 September 30, 2014 $ 70,963 March 31, 2015 $ 147,585 September 30, 2015 $ 71,424 March 31, 2016 $ 79,889 December 31, 2016 $ 37,529 Total $ 484,486 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 also asserted that even under EMI’s own interpretation of the formula set forth in the Asset Purchase Agreement governing calculation of the Contingent Portion payment to be made to the Trust in each quarterly period, EMI had over-deducted gross royalty income (the “ EMI Error The Trust has engaged Prager Metis CPAs, LLC 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 ending September 30, 2015. Unit Holder Distributions and Trust Expenses Recent Payments During the year ended December 31, 2016, the Trust received a total of $833,248 from EMI, all of was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2016 calendar year. During the year ended December 31, 2015, the Trust received a total of $959,047 from EMI, $203,706 of which was attributable to the EMI Error discussed immediately above relating to periods prior to the fourth quarter of 2014. The remaining balance was attributable to ordinary Contingent Portion Payments which EMI made to the Trust during the 2015 calendar year. Recent Distributions During the year ended December 31, 2016, the Trust made cash distributions to Unit Holders in the aggregate amount of $607,852 ($2.1888 per Trust Unit), as compared to cash distribution to Unit Holders in the aggregate amount of $746,208 ($2.6869 per Trust Unit) during the year ended December 31, 2015. As noted in the paragraphs directly above, a portion of the distributions made in 2015 was attributable to the EMI Error. For computation details regarding the distributions made during the year ended December 31, 2016, please refer to the quarterly distribution report, dated December 23, 2016, attached as Exhibit 99.1 to the Current Report on Form 8-K, Cash and Administrative Expenses As of December 31, 2016 the Trust had $39,067 unpaid administrative expenses for services rendered to the Trust. As of March 31, 2017, the Trust had received invoices for an aggregate of $11,067 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. |