MILLS MUSIC TRUST Files 2023 Annual Report on Form 10-K

TL;DR

<b>MILLS MUSIC TRUST filed its 2023 10-K, detailing administrative expenses and past accounting fees.</b>

AI Summary

MILLS MUSIC TRUST (MMTRS) filed a Annual Report (10-K) with the SEC on April 1, 2024. Corporate Trustee fees of $625 and Transfer Agent Registrar Fees of $3,750 for Q4 2022 were paid in Q1 2023. Administrative expenses totaling $4,375 for Corporate Trustee fees and Transfer Agent Registrar fees for Q4 2022 were paid in Q1 2023. The Trust paid $5,000 to its former independent registered public accounting firm, Cornick, Garber & Sandler, LLP, for services rendered in 2020. Individual Trustees were elected on August 29, 2013. The filing is a 10-K for the fiscal year ending December 31, 2023.

Why It Matters

For investors and stakeholders tracking MILLS MUSIC TRUST, this filing contains several important signals. The filing provides specific details on administrative expenses and fee payments, offering transparency into the Trust's operational costs. Disclosure of payments to former accounting firms and the election date of trustees offers insight into the Trust's governance and historical financial relationships.

Risk Assessment

Risk Level: low — MILLS MUSIC TRUST shows low risk based on this filing. The filing is a standard 10-K with no immediate indicators of significant financial distress or operational risk, primarily detailing historical expenses and administrative fees.

Analyst Insight

Review the detailed breakdown of administrative expenses and trustee fees to understand the Trust's operational cost structure.

Key Numbers

• 625 — Corporate Trustee Fees (attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.)
• 3750 — Transfer Agent Registrar Fees (attributable to the fourth quarter of 2022, were actually paid in the first quarter of 2023.)
• 4375 — Administrative Expenses (attributable to Corporate Trustee fees and Corporate Trustee Transfer Agent Registrar fees for the fourth quarter of 2022 which were actually paid in the first quarter of 2023.)
• 5000 — Payment to Former Accounting Firm (paid to Cornick, Garber & Sandler, LLP, the Trust’s former independent registered public accounting firm, for services rendered to the Trust in 2020.)

Key Players & Entities

• MILLS MUSIC TRUST (company) — FILER
• Cornick, Garber & Sandler, LLP (company) — Trust's former independent registered public accounting firm
• August 29, 2013 (date) — Individual Trustees were elected on
• 2020 (date) — services rendered to the Trust in
• 2023 (date) — paid in the first quarter of
• 2022 (date) — fourth quarter of

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-04-01: Filing Date — Date the 10-K was officially filed with the SEC.
• 2013-08-29: Election of Individual Trustees — Key date in the Trust's governance.

Glossary

Corporate Trustee Fees

Fees paid to the entity acting as the corporate trustee for the trust. (Details specific costs incurred by the trust for its administration.)

Transfer Agent Registrar Fees

Fees paid for services related to maintaining records of trust ownership and stock transfers. (Indicates costs associated with managing the trust's shareholder or unit holder records.)

Administrative Expenses

General costs incurred in the operation and administration of the trust. (Provides insight into the overhead and operational expenditures of the trust.)

Key Financial Figures

• $1,237,548 — Cash Distributions Per Unit* 2023 $1,237,548 $ 863,852 $ 3.11 2022 $ 1,127
• $167,500 — guaranteed to be at least a minimum of $167,500 per quarter (the " Minimum Payment Obli

Filing Documents

• d771438d10k.htm (10-K) — 339KB
• d771438dex311.htm (EX-31.1) — 10KB
• d771438dex312.htm (EX-31.2) — 10KB
• d771438dex321.htm (EX-32.1) — 4KB
• d771438dex322.htm (EX-32.2) — 4KB
• g771438g0321215447296.jpg (GRAPHIC) — 6KB
• g771438g0321215447646.jpg (GRAPHIC) — 3KB
• g771438g0321215447789.jpg (GRAPHIC) — 3KB
• g771438g0321215447936.jpg (GRAPHIC) — 1KB
• 0001193125-24-082941.txt (&nbsp;) — 1481KB
• mmtrs-20231231.xsd (EX-101.SCH) — 19KB
• mmtrs-20231231_cal.xml (EX-101.CAL) — 7KB
• mmtrs-20231231_def.xml (EX-101.DEF) — 39KB
• mmtrs-20231231_lab.xml (EX-101.LAB) — 85KB
• mmtrs-20231231_pre.xml (EX-101.PRE) — 70KB
• d771438d10k_htm.xml (XML) — 203KB

BUSINESS

ITEM 1. BUSINESS 1

RISK FACTORS

ITEM 1A. RISK FACTORS 3

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 3 ITEM IC. CYBERSECURITY 3

PROPERTIES

ITEM 2. PROPERTIES 4

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 4

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 4 PART II 5

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

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

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA 5

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 8

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 14

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 14

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 14 PART III 15

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 15

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 16

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 16

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 16 PART IV 17

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 17

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 17

SIGNATURES

SIGNATURES 18 EX-31.1 EX-31.2 EX-32.1 EX-32.2 Table of Contents PART I

BUSINESS

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 is the Individual Trustee of the Trust (the " Individual Trustee " 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 wh

RISK FACTORS

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.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

CYBERSECURITY

ITEM 1C. CYBERSECURITY The Trust does not have any material internal operations of its own that face material cybersecurity threats and is not a regulated financial institution subject to mandatory cybersecurity compliance under New York law (including, without limitation, the New York Code, Rules and Regulations), and therefore has not adopted any cybersecurity risk management program or formal processes for assessing or monitoring cybersecurity risk. However, the Trust does depend on the digital technologies of the Corporate Trustee and third parties, including EMI, Sony/ATV and their respective affiliates' information systems, infrastructure and cloud applications and services. Any sophisticated and deliberate attacks on, or security breaches in, the systems, infrastructure or cloud that benefit the Trust, including those of the Corporate Trustee and third parties, could lead to corruption, misappropriation or miscalculation of the gross royalty income arising from the Catalogue (or calculation of the Contingent Portion related thereto) and/or the Trust's assets, proprietary information and sensitive or confidential data. Because of the Trust's reliance on the technologies of the Corporate Trustee and third parties including EMI, Sony/ATV, their respective affiliates, the Trust also depends upon the personnel and the processes of such parties to protect against cybersecurity threats arising from their own operations in the ordinary course of their respective businesses. The Trust does not employ any operating personnel and has not contracted for the development of processes of its own for the purpose of data security protections and as such may not adequately protect against, or investigate and/or remediate any vulnerability to, cyber incidents. To the best knowledge of the Trustees, as of December 31, 2023, risks from cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Trust, but it is possible that any of th

PROPERTIES

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, 66 Hudson Boulevard East, New York, New York 10001. 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.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS None.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 4 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

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 2022 First Quarter $ 55.00 $ 48.00 Second Quarter $ 50.00 $ 40.00 Third Quarter $ 41.01 $ 31.04 Fourth Quarter $ 43.00 $ 36.25 2023 First Quarter $ 45.00 $ 38.50 Second Quarter $ 41.25 $ 36.31 Third Quarter $ 40.00 $ 33.57 Fourth Quarter $ 36.50 $ 34.00 Unit Holders As of December 31, 2023 there were 104 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.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA The information set forth below for the five years ended December 31, 2023 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* 2023 $1,237,548 $ 863,852 $ 3.11 2022 $ 1,127,613 $ 800,903 $ 2.88 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 * Based on 277,712 Trust Units outstanding 5 Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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 Copyrig

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