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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 000-17436
  CKX, INC.
 (Exact name of Registrant as specified in its charter)
  Delaware(State or other jurisdiction of
    incorporation or organization)

27-0118168(I.R.S. Employer
    Identification Number)   650 Madison Avenue
 New York, New York 10022
 (Address of Principal Executive Offices and Zip Code)
  Registrants Telephone Number, Including Area Code:
 (212) 838-3100
  Securities Registered Pursuant to Section 12(b) of the
    Act: None
 Securities Registered Pursuant to Section 12(g) of the
    Act:
 Common Stock, Par Value $0.01 Per Share
   þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 Part I


FINANCIAL INFORMATIONItem 1


Financial StatementsCondensed Consolidated Balance Sheets at
    June 30, 2009 (Unaudited) and December 31, 2008


3Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended June 30, 2009 and
    2008


4Condensed Consolidated Statements of Operations
    (Unaudited) for the six months ended June 30, 2009 and
    2008


5Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the six months ended June 30, 2009 and
    2008


6Notes to Condensed Consolidated Financial
    Statements (Unaudited)


8Item 2


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 4


Controls and Procedures


40PART II


OTHER INFORMATIONItem 1


Legal Proceedings


41Item 6


Exhibits


42EX-3.2EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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CKX,
    INC.CONDENSED CONSOLIDATED BALANCE SHEETS(amounts in thousands, except share
    data)
  June 30,


December 31,2009


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
72,904


$
101,895Receivables, net of allowance for doubtful accounts of $923 at
    June 30, 2009 and $803 at December 31, 2008


70,641



37,085Due from related party


55



274Inventories, net of allowance for obsolescence of $725 at
    June 30, 2009 and $649 at December 31, 2008


1,984



1,988Prepaid expenses and other current assets


9,328



8,119Deferred tax assets


3,020



4,941Total current assets


157,932



154,302Property and equipment  net


50,333



47,818Receivables


2,512



3,267Loans to related parties


1,766



1,765Other assets


25,695



26,797Goodwill


120,170



108,771Other intangible assets  net


123,936



127,403Deferred tax assets


4,300



5,938TOTAL ASSETS

$
486,644


$
476,061LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
24,323


$
19,648Accrued expenses


25,394



22,373Current portion of long-term debt


773



489Income taxes payable


6,011



5,526Deferred revenue


14,801



30,745Total current liabilities


71,302



78,781Long-term liabilities:Long-term debt


100,656



101,429Deferred revenue


2,875



3,515Other long-term liabilities


3,215



2,850Deferred tax liabilities


21,030



23,744Total liabilities


199,078



210,319Redeemable restricted common stock 
    534,082 shares outstanding at June 30, 2009 and
    1,672,170 shares outstanding at December 31, 2008


7,347



23,002Commitments and contingenciesCKX, Inc. stockholders equity:Preferred stock, $.01 par value, authorized
    75,000,000 shares:Series B  1,491,817 shares outstanding


22,825



22,825Series C  1 share outstanding






Common stock, $0.01 par value: authorized
    200,000,000 shares, 96,811,040 shares issued at
    June 30, 2009 and 95,634,685 issued at December 31,
    2008


968



956Additional
    paid-in-capital


393,930



377,617Accumulated deficit


(90,548
)


(106,619
)Common stock in treasury  4,477,438 shares at
    June 30, 2009 and 3,339,350 shares at
    December 31, 2008


(22,647
)


(7,647
)Accumulated other comprehensive income (loss)


(29,239
)


(49,671
)CKX, Inc. stockholders equity


275,289



237,461Noncontrolling interests


4,930



5,279Total equity


280,219



242,740TOTAL LIABILITIES AND EQUITY

$
486,644


$
476,061    3




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CKX,
    INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)(amounts in thousands, except share and
    per share data)
  Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008Revenue

$
79,533


$
88,510Operating expenses:Cost of sales


32,904



33,310Selling, general and administrative expenses


18,210



19,656Corporate expenses


5,734



3,704Depreciation and amortization


4,560



5,457Merger and distribution-related costs


525



1,092Acquisition-related costs


696



Other expense


5,712



58Total operating expenses


68,341



63,277Operating income


11,192



25,233Interest income


100



327Interest expense


(906
)


(1,424
)Income before income taxes and equity in earnings (losses) of
    affiliates


10,386



24,136Income tax expense


5,035



11,515Income before equity in earnings (losses) of affiliates


5,351



12,621Equity in earnings (losses) of affiliates


(321
)


445Net income


5,030



13,066Dividends on preferred stock


(456
)


(456
)Net income available to CKX, Inc.


4,574



12,610Less: Net income attributable to noncontrolling interests


(566
)


(678
)Net income attributable to CKX, Inc.

$
4,008


$
11,932Income per share:Basic income per share

$
0.05


$
0.12Diluted income per share

$
0.05


$
0.12Average number of common shares outstanding:Basic


93,702,530



97,045,279Diluted


93,702,531



97,090,538    4




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CKX,
    INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)(amounts in thousands, except share and
    per share data)
  Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008Revenue

$
161,039


$
153,747Operating expenses:Cost of sales


61,214



50,381Selling, general and administrative expenses


37,552



37,160Corporate expenses


9,909



8,301Depreciation and amortization


8,998



11,089Merger and distribution-related costs


525



1,683Acquisition-related costs


2,233



Other expense (income)


5,840



(159
)Total operating expenses


126,271



108,455Operating income


34,768



45,292Interest income


203



1,105Interest expense


(1,956
)


(3,041
)Income before income taxes and equity in earnings (losses) of
    affiliates


33,015



43,356Income tax expense


14,329



19,880Income before equity in earnings (losses) of affiliates


18,686



23,476Equity in earnings (losses) of affiliates


(259
)


1,657Net income


18,427



25,133Dividends on preferred stock


(912
)


(912
)Net income available to CKX, Inc.


17,515



24,221Less: Net income attributable to noncontrolling interests


(1,444
)


(1,075
)Net income attributable to CKX, Inc.

$
16,071


$
23,146Basic income per share:Income attributable to CKX, Inc. before preferred dividends

$
0.18


$
0.24Dividends on preferred stock


(0.01
)


Basic income per share

$
0.17


$
0.24Diluted income per share:Income attributable to CKX, Inc. before dividends on preferred
    stock

$
0.18


$
0.24Dividends on preferred stock


(0.01
)


Diluted income per share

$
0.17


$
0.24Average number of common shares outstanding:Basic


93,749,330



97,036,692Diluted


93,827,784



97,085,647    5




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CKX,
    INCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)(amounts in thousands)
  Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008Cash flows from operating activities:Net income available to CKX, Inc.

$
17,515


$
24,221Adjustments to reconcile net income available to CKX, Inc. to
    net cash (used in) provided by operating activities:Depreciation and amortization


8,998



11,089Dividends on preferred stock


912



912Write-off of deferred costs


874



Unrealized foreign currency gains (losses)


6,018



(72
)Share-based payments


752



1,124Equity in earnings (losses) of affiliates, net of cash received


259



(474
)Deferred income taxes


845



(857
)Non-cash interest expense


383



331Provision for inventory and accounts receivable allowance


240



(34
)Changes in operating assets and liabilities:Receivables


(33,935
)


(40,805
)Accounts payable and accrued expenses


7,551



9,053Deferred revenue


(16,993
)


11,326Income taxes payable


485



8,981Other


2,079



3,076Net cash (used in) provided by operating activities


(4,017
)


27,871Cash flows from investing activities:Purchases of property and equipment


(4,838
)


(3,990
)Investment in Cirque du Soleil partnership


(2,219
)


Net cash used in investing activities


(7,057
)


(3,990
)Cash flows from financing activities:Purchase of redeemable restricted common stock


(15,000
)


Distributions to noncontrolling interest shareholders


(1,750
)


(850
)Principal payments on debt


(489
)


(526
)Dividends paid on preferred stock


(912
)


(912
)Net cash used in financing activities


(18,151
)


(2,288
)Effect of exchange rate changes on cash and cash equivalents


234



(32
)Net (decrease) increase in cash and cash equivalents


(28,991
)


21,561Cash and cash equivalents  beginning of period


101,895



50,947Cash and cash equivalents  end of period

$
72,904


$
72,508Supplemental cash flow data:Cash paid during the period for:Interest

$
1,312


$
2,636Income taxes


13,983



11,736   6




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Supplemental Cash Flow InformationThe Company had the following non-cash investing and financing
    activities in the six months ended June 30, 2009 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456Accrued but unpaid investment in Cirque du Soleil partnership


3,831The Company had the following non-cash investing and financing
    activities in the six months ended June 30, 2008 (in
    thousands):Distribution of final 2% ownership interest in FX Real Estate
    and Entertainment Inc.

$
6,175Accrued but unpaid Series B Convertible Preferred Stock
    Dividends


456    7




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CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS
  1.
    Overview  General
    
    19 Entertainment Limited (19 Entertainment), which
    owns, among other properties, proprietary rights to the IDOLSand So You Think You Can Dance television brands,
    both of which air in the United States, and, together with local
    adaptations of the formats, around the world;
    An 85% ownership interest in Elvis Presley Enterprises (the
    Presley Business), which owns the rights to the
    name, image and likeness of Elvis Presley, certain music and
    other intellectual property created by or related to Elvis and,
    the operations of Graceland; and has partnered with Cirque du
    Soleil for the creation of Elvis Presley-themed shows and
    projects around the world; and
    An 80% ownership interest in Muhammad Ali Enterprises (the
    Ali Business), which owns the rights to the name,
    image and likeness of, as well as certain trademarks and other
    intellectual property related to Muhammad Ali.    Form 10-K
  2.
    Exercise
    of Amended Call Option       8




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3.
    Terminated
    Merger Agreement      4.
    Transactions
    Involving FX Real Estate and Entertainment Inc.    About
    FXRE
      9




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Terminated
    License Agreements
      and/or
    and/or
  Shared
    Services Agreement
     10




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5.
    Accounting
    Policies  Form 10-K
  Recently
    Issued Accounting Standards:
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
    Subsequent
    Events
  Accounting for Transfers of Financial Assets  an
    amendment of FASB No. 140 , Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities
  Amendments to FASB Interpretation No. 46(R)
 11




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The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, a replacement of FASB
    Statement No. 162
  6.
    Comprehensive
    Income    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Net income

$
5,030


$
13,066


$
18,427


$
25,133Foreign currency translation adjustments


22,859



317



20,432



23827,889



13,383



38,859



25,371Net income attributable to noncontrolling interests


(566
)


(678
)


(1,444
)


(1,075
)Comprehensive income

$
27,323


$
12,705


$
37,415


$
24,296     7.
    Earnings
    Per Share/Common Shares Outstanding  Earnings Per Share
    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Basic common shares outstanding (including redeemable restricted
    common stock)


93,702,530



97,045,279



93,749,330



97,036,692Incremental shares for assumed exercise of Series C
    preferred stock and stock options


1



45,259



78,454



48,955Diluted common shares outstanding (including redeemable
    restricted common stock)


93,702,531



97,090,538



93,827,784



97,085,647  12




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8.
    Intangible
    Assets and Goodwill    WeightedAverage


Gross





NetRemaining


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights


10.6 years


$
28,900


$
(8,326
)

$
20,574Other Presley intangible assets


12.7 years



13,622



(5,901
)


7,72119 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


2.8 years



66,906



(40,170
)


26,73619 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


0.4 year



13,978



(12,782
)


1,196MBST artist contracts, profit participation rights and other
    intangible assets


2.5 years



4,270



(2,926
)


1,344$
127,676


$
(70,105
)

$
57,571     Balance atJune 30,2009Indefinite Lived Intangible Assets:Presley and Ali trademarks, publicity rights and other
    intellectual property

$
66,365     Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights

$
28,900


$
(7,353
)

$
21,547Other Presley intangible assets


13,622



(5,265
)


8,35719 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


58,644



(30,948
)


27,69619 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


12,252



(10,538
)


1,714MBST artist contracts, profit participation rights and other
    intangible assets


4,270



(2,546
)


1,724$
117,688


$
(56,650
)

$
61,038   Balance atDecember 31,2008Indefinite Lived Intangible Assets:Presley and Ali trademarks, publicity rights and other
    intellectual property

$
66,365    13




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For the six months ending December 31, 2009

$
6,700For the years ending December 31,2010


13,0002011


12,0002012


5,0002013


2,800     2009ForeignBalance at


Currency


Balance atDecember 31,


Translation


June 30,2008


Adjustment


2009Presley royalties and licensing

$
14,413


$



$
14,413Presley Graceland operations


10,166







10,16619 Entertainment


80,907



11,399



92,306MBST


2,175







2,175Ali Business


1,110







1,110Total

$
108,771


$
11,399


$
120,170   Goodwill and Other
    Intangible Assets
  9.
    Debt         14




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10.
    Equity    NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2009

$
237,461


$
5,279


$
242,740Net income


16,983



1,444



18,427Distributions to noncontrolling interest shareholders






(1,750
)


(1,750
)Series B preferred dividends


(912
)






(912
)Other comprehensive income


20,432







20,432Other


1,325



(43
)


1,282Balance at June 30, 2009

$
275,289


$
4,930


$
280,219   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2008

$
289,704


$
4,757


$
294,461Net income


24,058



1,075



25,133Distributions to noncontrolling interest shareholders






(850
)


(850
)Series B preferred dividends


(912
)






(912
)Other comprehensive income


238







238Other


1,125



17



1,142Balance at June 30, 2008

$
314,213


$
4,999


$
319,212   11.
    Share-Based
    Payments      Risk-free average interest rate


2.4
%Volatility


44.8
%Expected life (years)


6.5Dividend yield


0.0
%     12.
    Variable
    Interest Entity   15




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Consolidation of Variable
    Interest Entities
  13.
    Income
    Taxes              Accounting for
    Uncertainty in Income Taxes
       16




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14.
    Commitments
    and Contingencies        Contingencies
       17




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15.
    Segment
    Information     18




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Presley BusinessRoyalties and


Graceland


19Segment Information

Licensing


Operations


Entertainment


Ali Business


Corporate


Total(Amounts in thousands)Three months ended June 30, 2009:Revenue

$
3,949


$
10,615


$
64,618


$
351


$



$
79,533Operating income (loss)

$
1,593


$
2,597


$
14,102


$
1


$
(7,101
)

$
11,192Depreciation and amortization

$
646


$
616


$
3,143


$
9


$
146


$
4,560OIBDAN

$
2,248


$
3,239


$
17,381


$
11


$
(6,717
)

$
16,162Three months ended June 30, 2008:Revenue

$
4,080


$
10,597


$
72,483


$
1,350


$



$
88,510Operating income (loss)

$
2,057


$
2,351


$
25,324


$
323


$
(4,822
)

$
25,233Depreciation and amortization

$
646


$
563


$
4,207


$
15


$
26


$
5,457OIBDAN

$
2,711


$
2,937


$
30,114


$
342


$
(4,604
)

$
31,500Six months ended June 30, 2009:Revenue

$
16,412


$
16,741


$
125,907


$
1,979


$



$
161,039Operating income (loss)

$
12,163


$
1,040


$
34,710


$
(320
)

$
(12,825
)

$
34,768Depreciation and amortization

$
1,291


$
1,179


$
6,340


$
30


$
158


$
8,998OIBDAN

$
13,475


$
2,266


$
41,291


$
(285
)

$
(12,229
)

$
44,518Six months ended June 30, 2008:Revenue

$
8,128


$
16,910


$
126,243


$
2,466


$



$
153,747Operating income (loss)

$
4,096


$
1,276


$
49,360


$
597


$
(10,037
)

$
45,292Depreciation and amortization

$
1,291


$
1,115


$
8,600


$
30


$
53


$
11,089OIBDAN

$
5,406


$
2,431


$
58,620


$
635


$
(9,587
)

$
57,505Asset Information:Segment assets at June 30, 2009

$
88,955


$
74,509


$
190,058


$
31,185


$
101,937


$
486,644Segment assets at December 31, 2008

$
84,437


$
74,359


$
153,083


$
31,362


$
132,820


$
476,061     Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(Amounts in thousands)OIBDAN

$
16,162


$
31,500


$
44,518


$
57,505Depreciation and amortization


(4,560
)


(5,457
)


(8,998
)


(11,089
)Non-cash compensation


(410
)


(810
)


(752
)


(1,124
)Interest income


100



327



203



1,105Interest expense


(906
)


(1,424
)


(1,956
)


(3,041
)Equity in (losses) earnings of affiliates


(321
)


445



(259
)


1,657Income tax expense


(5,035
)


(11,515
)


(14,329
)


(19,880
)Net income

$
5,030


$
13,066


$
18,427


$
25,133   16.
    Related
    Party Transactions         19




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17.
    Subsequent
    Events    Ryan
    Seacrest
  American Idol American Idol American
    Idol American Idol
  American Idol
  Prepayment
    of Promissory Note
   20




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Merger
    Litigation Settlement
    Acquisition
    of Storm Model Management
    * * * * * * * * *
  FORWARD
    LOOKING STATEMENTS
  In addition to historical information, this
    Form 10-Q
    (this Quarterly Report) contains forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933, as amended, and Section 21E of the
    Securities Exchange Act of 1934, as amended. Forward-looking
    statements are those that predict or describe future events or
    trends and that do not relate solely to historical matters. You
    can generally identify forward-looking statements as statements
    containing the words believe, expect,
    will, anticipate, intend,
    estimate, project, assume or
    other similar expressions, although not all forward-looking
    statements contain these identifying words. All statements in
    this Quarterly Report regarding our future strategy, future
    operations, projected financial position, estimated future
    revenue, projected costs, future prospects, and results that
    might be obtained by pursuing managements current plans
    and objectives are forward-looking statements. You should not
    place undue reliance on our forward-looking statements because
    the matters they describe are subject to known and unknown
    risks, uncertainties and other unpredictable factors, many of
    which are beyond our control. Our forward-looking statements are
    based on the information currently available to us and speak
    only as of the date on which this Quarterly Report was filed
    with the Securities and Exchange Commission (SEC).
    We expressly disclaim any obligation to issue any updates or
    revisions to our forward-looking statements, even if subsequent
    events cause our expectations to change regarding the matters
    discussed in those statements. Over time, our actual results,
    performance or achievements will likely differ from the
    anticipated results, performance or achievements that are
    expressed or implied by our forward-looking statements, and such
    difference might be significant and materially adverse to our
    stockholders.
 21




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Managements discussion and analysis of financial
    condition and results of operations should be read in
    conjunction with the historical financial statements and
    footnotes of the registrant included in its Annual Report on
    Form 10-K
    for the year ended December 31, 2008. Our future results of
    operations may change materially from the historical results of
    operations reflected in our historical financial statements.
  General
    
    19 Entertainment Limited, which owns, among other properties,
    proprietary rights to the IDOLSand So You Think You
    Can Dancetelevision brands, both of which air in the United
    States, and, together with local adaptations of the format,
    around the world;
    An 85% ownership interest in Elvis Presley Enterprises (the
    Presley Business), which owns the rights to the
    name, image and likeness of Elvis Presley, certain music and
    other intellectual property created by or related to Elvis
    Presley and the operations of Graceland and has partnered with
    Cirque du Soleil for the creation of
    Elvis Presley-themed
    shows and projects around the world; and
    An 80% ownership interest in Muhammad Ali Enterprises (the
    Ali Business), which owns the rights to the name,
    image and likeness of, as well as certain trademarks and other
    intellectual property related to Muhammad Ali.      Exercise
    of Amended Call Option
         22




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##### Table of Contents



Terminated
    Merger Agreement
      Transactions
    Involving FX Real Estate and Entertainment Inc.
    About
    FXRE
     23




---



##### Table of Contents



Terminated
    License Agreements
      and/or
    Shared
    Services Agreement
     24




---



##### Table of Contents



19
    Entertainment
    IDOLS IDOLS IDOLS IDOLS IDOLS IDOLS
  IDOLS American Idol 1 American Idol 4 American Idol 4 IDOLS
  American Idol IDOLS
  IDOLS American Idol IDOLS American Idol American Idol American Idol American Idol
 25




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##### Table of Contents



American Idol So You Think You Can Dance Superstars of Dance So You Think You Can
    Dance
  IDOLS So
    You Think You Can Dance Superstars of Dance
    Presley
    Business
  and/or and/or
  long-term
        and/or
 26




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##### Table of Contents



Ali
    Business
        Use of
    OIBDAN
      Consolidated
    Operating Results Three Months Ended June 30,
    2009
  Compared
    to Three Months Ended June 30, 2008
  Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


Variance(In thousands)Revenue

$
79,533


$
88,510


$
(8,977
)Operating expenses


68,341



63,277



5,064Other expense


5,712



58



5,654Operating income


11,192



25,233



(14,041
)Income tax expense


5,035



11,515



(6,480
)Net income attributable to CKX, Inc.


4,008



11,932



(7,924
)Operating income

$
11,192


$
25,233


$
(14,041
)Depreciation and amortization


4,560



5,457



(897
)Non-cash compensation


410



810



(400
)OIBDAN

$
16,162


$
31,500


$
(15,338
)   American Idol
 27




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##### Table of Contents



19
    Entertainment
    Three Months Ended June 30, 2009

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
31,326


$
(3,611
)

$
27,715Other IDOLStelevision programs (including license fees
    and sponsorship)


1,844



(1
)


1,843So You Think You Can Danceand other television
    productions


23,063



(19,205
)


3,858Recorded music, management clients and other


8,385



(8,042
)


343$
64,618


$
(30,859
)

$
33,759Selling, general and administrative expenses, excluding non-cash
    compensation










(10,666
)Other expense










(5,712
)OIBDAN









$
17,381OIBDAN









$
17,381Depreciation and amortization










(3,143
)Non-cash compensation










(136
)Operating income









$
14,102   Three Months Ended June 30, 2008

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
37,109


$
(5,162
)

$
31,947Other IDOLStelevision programs (including license fees
    and sponsorship)


2,834



(34
)


2,800So You Think You Can Danceand other television
    productions


22,226



(18,757
)


3,469Recorded music, management clients and other


10,314



(7,041
)


3,273$
72,483


$
(30,994
)

$
41,489Selling, general and administrative expenses, excluding non-cash
    compensation










(11,317
)Other expense










(58
)OIBDAN









$
30,114OIBDAN









$
30,114Depreciation and amortization










(4,207
)Non-cash compensation










(583
)Operating income









$
25,324   American Idol
  American Idol 8 American Idol
    7 American Idol American Idol American Idol IDOLS
  So You Think You Can Dance So You Think You Can Dance
  American Idol
 28




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##### Table of Contents



So You Think You Can
    Dance American Idol
  Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedJune 30,


June 30,2009


2008


Variance(In thousands)Revenue

$
3,949


$
4,080


$
(131
)Cost of sales


(436
)


(132
)


(304
)Selling, general and administrative expense, excluding non-cash
    compensation


(1,265
)


(1,237
)


(28
)OIBDAN

$
2,248


$
2,711


$
(463
)OIBDAN

$
2,248


$
2,711


$
(463
)Depreciation and amortization


(646
)


(646
)


Non-cash compensation


(9
)


(8
)


(1
)Operating income

$
1,593


$
2,057


$
(464
)     Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedJune 30,


June 30,2009


2008


Variance(In thousands)Revenue

$
10,615


$
10,597


$
18Cost of sales


(1,572
)


(1,633
)


61Selling, general and administrative expense, excluding non-cash
    compensation


(5,804
)


(6,027
)


223OIBDAN

$
3,239


$
2,937


$
302OIBDAN

$
3,239


$
2,937


$
302Depreciation and amortization


(616
)


(563
)


(53
)Non-cash compensation


(26
)


(23
)


(3
)Operating income

$
2,597


$
2,351


$
246  29




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##### Table of Contents



Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
        Interest
    Income/Expense
   30




---



##### Table of Contents



Income
    Taxes
          Accounting for
    Uncertainty in Income Taxes
        Equity
    in Earnings (Losses) of Affiliates
    Noncontrolling
    Interests
   31




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##### Table of Contents



Consolidated
    Operating Results Six Months Ended June 30, 2009
  Compared
    to Six Months Ended June 30, 2008
  Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


Variance(In thousands)Revenue

$
161,039


$
153,747


$
7,292Operating expenses


126,271



108,455



17,816Other expense (income)


5,840



(159
)


5,999Operating income


34,768



45,292



(10,524
)Income tax expense


14,329



19,880



(5,551
)Net income attributable to CKX, Inc.


16,071



23,146



(7,075
)Operating income

$
34,768


$
45,292


$
(10,524
)Depreciation and amortization


8,998



11,089



(2,091
)Non-cash compensation


752



1,124



(372
)OIBDAN

$
44,518


$
57,505


$
(12,987
)   Superstars of Dance, American Idol Superstars of Dance
  19
    Entertainment
    Six Months Ended June 30, 2009

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
55,981


$
(7,736
)

$
48,245Other IDOLStelevision programs (including license fees
    and sponsorship)


5,005



(3
)


5,002So You Think You Can Danceand other television
    productions


38,693



(32,667
)


6,026Recorded music, management clients and other


26,228



(17,526
)


8,702$
125,907


$
(57,932
)

$
67,975Selling, general and administrative expenses, excluding non-cash
    compensation










(20,844
)Other expense










(5,840
)OIBDAN









$
41,291OIBDAN









$
41,291Depreciation and amortization










(6,340
)Non-cash compensation










(241
)Operating income









$
34,710   32




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##### Table of Contents



Six Months Ended June 30, 2008

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
65,873


$
(9,924
)

$
55,949Other IDOLStelevision programs (including license fees
    and sponsorship)


7,179



(245
)


6,934So You Think You Can Danceand other television
    productions


22,537



(20,748
)


1,789Recorded music, management clients and other


30,654



(15,727
)


14,927$
126,243


$
(46,644
)

$
79,599Selling, general and administrative expenses, excluding non-cash
    compensation










(21,138
)Other income










159OIBDAN









$
58,620OIBDAN









$
58,620Depreciation and amortization










(8,600
)Non-cash compensation










(660
)Operating income









$
49,360   American Idol Superstars of Dance
  American Idol 8 American Idol 7 American Idol American Idol American
    Idol IDOLS
  Superstars of Dance So You Think You Can Dance
  American Idol
  Superstars of Dance So You Think You
    Can Dance
   33




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


Variance(In thousands)Revenue

$
16,412


$
8,128


$
8,284Cost of sales


(670
)


(312
)


(358
)Selling, general and administrative expense, excluding non-cash
    compensation


(2,267
)


(2,410
)


143OIBDAN

$
13,475


$
5,406


$
8,069OIBDAN

$
13,475


$
5,406


$
8,069Depreciation and amortization


(1,291
)


(1,291
)


Non-cash compensation


(21
)


(19
)


(2
)Operating income

$
12,163


$
4,096


$
8,067     Presley
    Business  Graceland Operations
    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008


Variance(In thousands)Revenue

$
16,741


$
16,910


$
(169
)Cost of sales


(2,457
)


(2,568
)


111Selling, general and administrative expense, excluding non-cash
    compensation


(12,018
)


(11,911
)


(107
)OIBDAN

$
2,266


$
2,431


$
(165
)OIBDAN

$
2,266


$
2,431


$
(165
)Depreciation and amortization


(1,179
)


(1,115
)


(64
)Non-cash compensation


(47
)


(40
)


(7
)Operating income

$
1,040


$
1,276


$
(236
)    34




---



##### Table of Contents



and/or
  Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
        Interest
    Income/Expense
   35




---



##### Table of Contents



Income
    Taxes
          Equity
    in Earnings (Losses) of Affiliates
    Noncontrolling
    Interests
    Cash Flow
    for the six months ended June 30, 2009 and 2008
  Operating
    Activities
  American Idol
    Investing
    Activities
      Financing
    Activities
   36




---



##### Table of Contents



Uses
    of Capital
      Capital
    Expenditures
      Future
    Acquisitions
    Dividends
      Commitments
    and Contingencies
   37




---



##### Table of Contents



long-term
    Annual
    Impairment Review
  Goodwill and Other
    Intangible Assets
 38




---



##### Table of Contents



Inflation
    Critical
    Accounting Policies
  Form 10-K
  Impact
    of Recently Issued Accounting Standards
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
    Subsequent
    Events
  Accounting for Transfers of Financial Assets  an
    amendment of FASB No. 140 , Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities special-purpose
  Amendments to FASB Interpretation No. 46(R)
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, a replacement of FASB
    Statement No. 162
 39




---



##### Table of Contents



Off
    Balance Sheet Arrangements
  SEC Regulation S-K.
  Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk    Interest
    Rate Risk
        Foreign
    Exchange Risk
        19
    Entertainment Put and Call Option
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
 40




---



##### Table of Contents



Changes
    in Internal Controls over Financial Reporting
   Part II 
    Other Information  Item 1.
    Legal
    Proceedings    Merger
    Litigation
      ,
        Joseph A. Rosenthal, Esquire

Gregory Williams, EsquireRosenthal, Monhait & Goddess, P.A.

Richards, Layton & Finger, P.A.Suite 1401, 919 N. Market Street

P.O. Box 551P.O. Box 1070

920 King StreetWilmington, DE 19899

Wilmington, DE  19899  41




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNo.

Description3
.2

Amended and Restated Bylaws (Filed herewith)** 10
.1

Amended and Restated Bridge Loan Credit Agreement, dated as of
    March 17, 2005, among the Company, EPE Holding Corporation,
    the several banks and other financial institutions or entities
    from time to time, Bear, Stearns & Co. Inc., as sole
    lead arranger, and Bear Stearns Corporate Lending Inc., as
    administrative agent (Previously filed as Exhibit 10.13 to
    the
    Form 10-QSB
    for the quarterly period ended March 31, 2005 and
    incorporated by reference as Exhibit 10.7 to the Annual Report
    on Form 10-K for the fiscal year ended December 31, 2008).31
.1

Certification of Principal Executive Officer (Filed herewith).31
.2

Certification of Principal Financial Officer (Filed herewith).32
.1

Section 1350 Certification of Principal Executive Officer
    (Filed herewith).32
.2

Section 1350 Certification of Principal Financial Officer
    (Filed herewith).     **
    
    Filed to include certain exhibits to the agreement that were
    accidentally omitted in the prior filing of this document. 42




---



##### Table of Contents



SIGNATURES
      BY:
    /s/  Robert
    F.X. Sillerman  Name:
    Robert F.X. Sillerman Chief Executive Officer and
 Chairman of the Board
  BY:
    /s/  Thomas
    P. Benson  Name:
    Thomas P. Benson Chief Financial Officer, Executive
 Vice President and Treasurer
 (Principal Accounting Officer)
   43




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description3
.2

Amended and Restated Bylaws10
.1

Amended and Restated Bridge Loan Credit Agreement, dated as of
    March 17, 2005, among the Company, EPE Holding Corporation,
    the several banks and other financial institutions or entities
    from time to time, Bear, Stearns & Co. Inc., as sole
    lead arranger, and Bear Stearns Corporate Lending Inc., as
    administrative agent (Previously filed as Exhibit 10.13 to
    the
    Form 10-QSB
    for the quarterly period ended March 31, 2005 and
    incorporated by reference as Exhibit 10.7 to the Annual Report
    on Form 10-K for the fiscal year ended December 31, 2008).31
.1

Certification of Principal Executive Officer.31
.2

Certification of Principal Financial Officer.32
.1

Section 1350 Certification of Principal Executive Officer.32
.2

Section 1350 Certification of Principal Financial Officer.  44