Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | MILLS MUSIC TRUST | |
Entity Central Index Key | 0000066496 | |
Entity Address, State or Province | NY | |
Entity Incorporation, State or Country Code | NY | |
Entity Address, Address Line One | c/o HSBC BANK USA, N.A., Corporate Trust, Issuer Services | |
Entity Address, Address Line Two | 452 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10018 | |
Current Fiscal Year End Date | --12-31 | |
City Area Code | 212 | |
Local Phone Number | 525-1349 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity File Number | 000-02123 | |
Entity Tax Identification Number | 13-6183792 | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 277,712 | |
Entity Public Float | $ 6,665,670 | |
Auditor Name | Hoberman & Lesser, CPA’s, LLC | |
Auditor Firm ID | 694 | |
Auditor Location | New York, NY, USA |
Statements of Cash Receipts and
Statements of Cash Receipts and Disbursements - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Cash Flows, Direct Method [Abstract] | ||
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 |
Statements of Cash Receipts a_2
Statements of Cash Receipts and Disbursements (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Cash Flows, Direct Method [Abstract] | ||
Number of Trust Units Outstanding | 277,712 | 277,712 |
Accounting Policies and General
Accounting Policies and General Information | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 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. 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, 2021, the Trust made cash distributions to Unit Holders in the aggregate amount of $830,151 ($2.99 per Trust Unit), as compared to cash distributions 8-K, Cash and Administrative Expenses As of December 31, 2021 the Trust had $39,262 unpaid administrative expenses for services rendered to the Trust. As of March 7, 2022, the Trust had received invoices for an aggregate of $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. |
Federal Income Taxes
Federal Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Federal Income Taxes | NOTE 2. FEDERAL INCOME TAXES No provision for income taxes has been made since the liability thereof is that of the Unit Holders and not the Trust. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3. RELATED PARTY TRANSACTIONS The Trustees are paid in accordance with the Declaration of Trust, which provides that each Trustee shall receive annual compensation of $2,500, provided that such aggregate compensation to the Trustees as a group may not exceed 3% of the Contingent Portion amounts received by the Trust in any year. The Declaration of Trust also provides for the reimbursement of expenses reasonably incurred in the performance of a Trustee’s duties to the Trust, including clerical and administrative services. Accordingly, the Trustees are entitled to receive annual compensation and reimbursement for services performed for the Trust, including the Corporate Trustee’s services as the Registrar and Transfer Agent of the certificates representing the Trust Units. No expense is being charged or paid by the Trust for the office space and office equipment of the Corporate Trustee that is being utilized for the Trust . Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December 31, 2021 and December 31, 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. |
The Copyright Catalogue
The Copyright Catalogue | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
The Copyright Catalogue | 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. A number of factors create uncertainties with respect to the Catalogue’s ability to continue to generate royalty income on a continuing, long-term basis for the Trust. These factors include: (i) the effect that foreign and domestic copyright laws and any changes thereto have or will have on renewal rights (e.g., vesting of renewal term rights), (ii) the length of the term of copyright protection under foreign and domestic copyright laws, (iii) reversionary rights that may affect whether EMI is able to retain its rights to the Copyrighted Songs during certain renewal terms (e.g., statutory termination of transfers or “copyright recapture”) and (iv) ongoing disputes regarding the payment and calculation of the Contingent Portion. The Trust does not own the Catalogue or any copyrights or other intellectual property rights and is not responsible for collecting royalties in connection with the Catalogue. As the current owner and administrator of the Catalogue, EMI is obligated under the Asset Purchase Agreement to use its best efforts to collect all royalties, domestic and foreign, in connection with the Catalogue and to remit a portion of its royalty income to the Trust in accordance with its Contingent Portion payment obligation. The Trust’s income is dependent, in part, on EMI’s ability to maintain its rights in the Copyrighted Songs through copyright protection. Although Copyrighted Songs may continue to generate royalty revenue after their copyrights have expired, in general as the copyrights for the Copyrighted Songs expire, less royalty income will be generated, and the size of each payment of the Contingent Portion will be reduced accordingly. Based on the Listing, most of the Top 50 Songs obtained copyright registration under the U.S. Copyright Act of 1909 (the “ 19 09 71 0 9 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. |
Other Matters
Other Matters | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Other Matters | NOTE 5. OTHER MATTERS None. |
Accounting Policies and Gener_2
Accounting Policies and General Information (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Background | 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 | 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 | Cash Distributions to Unit Holders The Declaration of Trust provides for the distribution to the Unit Holders of all funds the Trust receives after payment of, or withholdings in connection with, expenses and liabilities of the Trust. |
Contingent Portion Payments | Contingent Portion Payments Payments of the Contingent Portion to the Trust are ordinarily made on a quarterly basis, approximately two to three months after a quarter ends. The Trust distributes the amounts it receives in Contingent Portion payments to the Unit Holders after payment of, or withholdings in connection with, expenses and liabilities of the Trust. The amount of each payment of the Contingent Portion is based on a formula provided in the Asset Purchase Agreement. Prior to the first quarter of 2010, the Contingent Portion was calculated as an amount ranging from 65% to 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty expenses. In addition, the Contingent Portion was guaranteed to be at least a minimum of $167,500 per quarter (the “ Minimum Payment Obligation Beginning with the first quarter of 2010, the Asset Purchase Agreement provides for certain changes with respect to the calculation of the Contingent Portion. One such change is that the Minimum Payment Obligation is no longer in effect. The Trust is also of the view that the Contingent Portion payable to the Trust changed to a fixed 75% of gross royalty income from the exploitation of the Catalogue for each quarterly period, less royalty related expenses (the “ New Calculation Method Underpayments Quarterly Payment Period Amount of 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. |
Unit Holder Distributions and Trust Expenses | 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, 2021, the Trust made cash distributions to Unit Holders in the aggregate amount of $830,151 ($2.99 per Trust Unit), as compared to cash distributions 8-K, Cash and Administrative Expenses As of December 31, 2021 the Trust had $39,262 unpaid administrative expenses for services rendered to the Trust. As of March 7, 2022, the Trust had received invoices for an aggregate of $56,036 in unpaid administrative expenses for services rendered to the Trust. |
Accounting Policies | Accounting Policies Payments from EMI to the Trust of the Contingent Portion are typically made in March, June, September and December for the prior calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust provides for the distribution of all funds received by the Trust to the Unit Holders after expenses are paid. The Trust’s financial statements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by generally accepted accounting principles in the United States. The Trust does not prepare a balance sheet or a statement of cash flows. |
Accounting Policies and Gener_3
Accounting Policies and General Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Contingent Portion Payments | As a result of EMI not applying the New Calculation Method, EMI’s payments of the Contingent Portion have been deficient, in the Trust’s view, by the following amounts (the “ Underpayments Quarterly Payment Period Amount of 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Disbursements to Trustees | Pursuant to the Declaration of Trust, disbursements were made as follows to the Trustees for the years ended December 31, 2021 and December 31, 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. |
Accounting Policies and Gener_4
Accounting Policies and General Information - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 07, 2022 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Date of formation of Mills Music Trust | Dec. 3, 1964 | |||
Minimum payment of quarterly Contingent Portion | $ 167,500 | |||
Receipts from EMI | $ 1,061,519 | $ 1,016,712 | ||
Cash Distributions to Unit Holders | $ 830,151 | $ 789,444 | ||
Distributions per Unit | $ 2.99 | $ 2.84 | ||
Unpaid administrative expenses for services | $ 39,262 | |||
Subsequent Event [Member] | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Unpaid administrative expenses for services | $ 56,036 | |||
Minimum [Member] | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of Contingent Portion of gross royalty income | 65.00% | |||
Maximum [Member] | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of Contingent Portion of gross royalty income | 75.00% |
Accounting Policies and Gener_5
Accounting Policies and General Information - Schedule of Contingent Portion Payments (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||||||||||||||
Deficiency in Contingent Portion payments | $ 38,112 | $ 38,846 | $ 43,148 | $ 42,742 | $ 40,085 | $ 15,557 | $ 40,025 | $ 42,572 | $ 68,571 | $ 41,786 | $ 71,489 | $ 75,712 | $ 98,901 | $ 41,557 | $ 85,359 | $ 37,529 | $ 79,889 | $ 901,880 |
Federal Income Taxes - Addition
Federal Income Taxes - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Trustee annual compensation | $ 2,500 |
Maximum [Member] | |
Related Party Transaction [Line Items] | |
Aggregate compensation percentage to Trustees | 3.00% |
Related Party Transactions - Di
Related Party Transactions - Disbursements to Trustees (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | |||
Trustee Fees and Expenses | $ 22,500 | $ 22,500 | |
Individual [Member] | |||
Related Party Transaction [Line Items] | |||
Trustee Fees and Expenses | [1] | 5,000 | 5,000 |
Corporate Trustee [Member] | |||
Related Party Transaction [Line Items] | |||
Trustee Fees and Expenses | 2,500 | 2,500 | |
Corporate Trustee Transfer Agent Registrar Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Trustee Fees and Expenses | [2] | $ 15,000 | $ 15,000 |
[1] | The Individual Trustees were elected on August 29, 2013. | ||
[2] | These services are performed by the Corporate Trustee. |
The Copyright Catalogue - Addit
The Copyright Catalogue - Additional Information (Detail) - 2021 Listing Top 50 [Member] | 12 Months Ended |
Dec. 31, 2021Songs | |
Royalties Receivable [Line Items] | |
Estimated number of songs in the Catalogue | 12,000 |
Estimated number of songs producing royalty income | 1,430 |
Number of Copyrighted Songs in the Top 50 list | 50 |
Period of copyright protection | 95 years |
Minimum [Member] | |
Royalties Receivable [Line Items] | |
Copyright protection expiration period | 2013 |
Maximum [Member] | |
Royalties Receivable [Line Items] | |
Copyright protection expiration period | 2066 |