##### Table of Contents





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
    September 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

27-0118168(State or other jurisdiction of
    incorporation or organization)

(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 September 30, 2009
    (Unaudited) and December 31, 2008


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


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


5Condensed Consolidated Statements of Cash Flows (Unaudited) for
    the nine months ended September 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


21Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 4


Controls and Procedures


41Part II


OTHER INFORMATIONItem 1


Legal Proceedings


42Item 6


Exhibits


42EX-4.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



CKX,
    INC.CONDENSED CONSOLIDATED BALANCE SHEETS(amounts in thousands, except share data)
  December 31,September 30,
    2009


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
66,944


$
101,895Receivables, net of allowance for doubtful accounts of $904 at
    September 30, 2009 and $803 at December 31, 2008


50,421



37,085Due from related party






274Inventories, net of allowance for obsolescence of $791 at
    September 30, 2009 and $649 at December 31, 2008


1,810



1,988Prepaid expenses and other current assets


33,489



8,119Prepaid income taxes


4,186



Deferred tax assets


2,502



4,941Total current assets


159,352



154,302Property and equipment  net


49,927



47,818Receivables


2,381



3,267Loans to related parties


1,765



1,765Other assets


39,049



26,797Goodwill


117,606



108,771Other intangible assets  net


124,297



127,403Deferred tax assets


4,671



5,938TOTAL ASSETS

$
499,048


$
476,061LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
37,822


$
19,648Accrued expenses


23,738



22,373Current portion of long-term debt


482



489Income taxes payable






5,526Deferred revenue


11,621



30,745Total current liabilities


73,663



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


100,647



101,429Deferred revenue


2,542



3,515Other long-term liabilities


3,093



2,850Deferred tax liabilities


21,894



23,744Total liabilities


201,839



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


7,347



23,002Commitments and contingencies (see note 13)CKX, 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, 96,822,130 shares issued at
    September 30, 2009 and 95,634,685 issued at
    December 31, 2008


968



956Additional
    paid-in-capital


394,326



377,617Accumulated deficit


(79,355
)


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


(22,647
)


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


(33,698
)


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


282,419



237,461Noncontrolling interests


7,443



5,279Total equity


289,862



242,740TOTAL LIABILITIES AND EQUITY

$
499,048


$
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


EndedSeptember 30, 2009


September 30, 2008Revenue

$
87,395


$
96,977Operating expenses:Cost of sales


49,718



49,940Selling, general and administrative expenses


18,115



20,761Corporate expenses


4,911



3,605Depreciation and amortization


5,033



5,322Merger and distribution-related costs






272Acquisition-related costs


309



Other expense (income)


(1,697
)


(5,631
)Total operating expenses


76,389



74,269Operating income


11,006



22,708Interest income


53



297Interest expense


(697
)


(1,320
)Income before income taxes and equity in earnings of affiliates


10,362



21,685Income tax (benefit ) expense


(1,781
)


12,152Income before equity in earnings of affiliates


12,143



9,533Equity in earnings of affiliates


97



299Net income


12,240



9,832Dividends on preferred stock


(456
)


(456
)Net income available to CKX, Inc.


11,784



9,376Less: Net income attributable to noncontrolling interests


(591
)


(688
)Net income attributable to CKX, Inc.

$
11,193


$
8,688Income per share:Basic income per share

$
0.12


$
0.09Diluted income per share

$
0.12


$
0.09Average number of common shares outstanding:Basic


92,850,007



97,054,680Diluted


93,011,869



97,060,937    4




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


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Revenue

$
248,434


$
250,724Operating expenses:Cost of sales


110,932



100,321Selling, general and administrative expenses


55,667



57,921Corporate expenses


14,820



11,906Depreciation and amortization


14,031



16,411Merger and distribution-related costs


525



1,955Acquisition-related costs


2,542



Other expense (income)


4,143



(5,790
)Total operating expenses


202,660



182,724Operating income


45,774



68,000Interest income


256



1,402Interest expense


(2,653
)


(4,361
)Income before income taxes and equity in (losses) earnings of
    affiliates


43,377



65,041Income tax expense


12,548



32,032Income before equity in (losses) earnings of affiliates


30,829



33,009Equity in (losses) earnings of affiliates


(162
)


1,956Net income


30,667



34,965Dividends on preferred stock


(1,368
)


(1,368
)Net income available to CKX, Inc.


29,299



33,597Less: Net income attributable to noncontrolling interests


(2,035
)


(1,763
)Net income attributable to CKX, Inc.

$
27,264


$
31,834Basic income per share:Income attributable to CKX, Inc. before preferred dividends

$
0.31


$
0.34Dividends on preferred stock


(0.01
)


(0.01
)Basic income per share

$
0.30


$
0.33Diluted income per share:Income attributable to CKX, Inc. before dividends on preferred
    stock

$
0.31


$
0.34Dividends on preferred stock


(0.01
)


(0.01
)Diluted income per share

$
0.30


$
0.33Average number of common shares outstanding:Basic


93,446,186



97,042,732Diluted


93,498,202



97,087,326    5




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CKX,
    INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)(amounts in thousands)
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Cash flows from operating activities:Net income

$
30,667


$
34,965Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:Depreciation and amortization


14,031



16,411Write-off of deferred costs


874



Unrealized foreign currency losses (gains)


3,278



(4,667
)Share-based payments


1,156



2,041Equity in earnings (losses) of affiliates, net of cash received


162



(617
)Deferred income taxes


3,585



(3,571
)Non-cash interest expense


534



499Provision for inventory and accounts receivable allowance


358



229Changes in operating assets and liabilities:Receivables


(10,572
)


(25,788
)Prepaid expenses and other current assets


(17,026
)


(665
)Prepaid income taxes


(4,186
)


Accounts payable and accrued expenses


15,340



17,037Deferred revenue


(20,573
)


6,937Income taxes payable


(5,526
)


15,234Other


(12,071
)


2,917Net cash provided by operating activities


31



60,962Cash flows from investing activities:Investment in Cirque du Soleil partnership


(6,050
)


Purchase of 51% interest in business, net of cash acquired of
    $936


(4,314
)


Purchases of property and equipment


(6,207
)


(6,013
)Net cash used in investing activities


(16,571
)


(6,013
)Cash flows from financing activities:Purchase of redeemable restricted common stock


(15,000
)


Distributions to noncontrolling interest shareholders


(2,175
)


(1,275
)Principal payments on debt


(774
)


(589
)Dividends paid on preferred stock


(1,368
)


(1,368
)Net cash used in financing activities


(19,317
)


(3,232
)Effect of exchange rate changes on cash and cash equivalents


906



(2,875
)Net (decrease) increase in cash and cash equivalents


(34,951
)


48,842Cash and cash equivalents  beginning of period


101,895



50,947Cash and cash equivalents  end of period

$
66,944


$
99,789Supplemental cash flow data:Cash paid during the period for:Interest

$
2,352


$
4,146Income taxes


19,923



20,726   6




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##### Table of Contents



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

$
456Accrued but unpaid investment in Cirque du Soleil partnership


3,757The Company had the following non-cash investing and financing
    activities in the nine months ended September 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 Dancetelevision 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 or EPE), 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 Form 8-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
      FXRE
    Distribution
   9




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##### Table of Contents



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
  The FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles, a replacement of FASB Statement
    No. 162 105-10,
  Business Combinations 810-10-65 Noncontrolling Interests in
    Consolidated Financial Statements an amendment of ARB
    No. 51
  Subsequent Events 855-10,
  Accounting for Transfers of Financial Assets  an
    amendment of FASB No. 140, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
 11




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Amendments to FASB Interpretation No. 46(R)
  6.
    Comprehensive
    Income (Loss)    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Net income

$
12,240


$
9,832


$
30,667


$
34,965Foreign currency translation adjustments


(4,459
)


(21,807
)


15,973



(21,569
)7,781



(11,975
)


46,640



13,396Net income attributable to noncontrolling interests


(591
)


(688
)


(2,035
)


(1,763
)Comprehensive income (loss)

$
7,190


$
(12,663
)

$
44,605


$
11,633     7.
    Earnings
    Per Share/Common Shares Outstanding      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


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


92,850,007



97,054,680



93,446,186



97,042,732Incremental shares for assumed exercise of Series C
    preferred stock, restricted stock and stock options


161,862



6,257



52,016



44,594Diluted common shares outstanding (including redeemable
    restricted common stock)


93,011,869



97,060,937



93,498,202



97,087,326  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


10.3 years


$
28,900


$
(8,812
)

$
20,088Other Presley intangible assets


12.4 years



13,622



(6,218
)


7,40419 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


2.5 years



64,476



(41,053
)


23,42319 Entertainment other artist management, recording,
    merchandising, sponsorship and model relationships


2.8 years



18,654



(12,791
)


5,863MBST artist contracts, profit participation rights and other
    intangible assets


2.2 years



4,270



(3,116
)


1,154$
129,922


$
(71,990
)

$
57,932     Balance atSeptember 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, sponsorship and model 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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##### Table of Contents



For the three months ending December 31, 2009

$
3,800For the years ending December 31,2010


14,8002011


13,6002012


5,8002013


3,800     Balance at





Balance atDecember 31,





September 30,2008


Adjustments


2009Presley royalties and licensing

$
14,413


$



$
14,413Presley Graceland operations


10,166







10,16619 Entertainment


80,907



8,835



89,742MBST


2,175







2,175Ali Business


1,110







1,110Total

$
108,771


$
8,835


$
117,606     9.
    Debt         14




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10.
    Equity    NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2009

$
237,461


$
5,279


$
242,740Net income


28,632



2,035



30,667Distributions/distributions payable to noncontrolling interest
    shareholders






(2,300
)


(2,300
)Series B preferred dividends


(1,368
)






(1,368
)Other comprehensive income


15,973







15,973Purchase of 51% interest in business






2,471



2,471Other


1,721



(42
)


1,679Balance at September 30, 2009

$
282,419


$
7,443


$
289,862   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2008

$
289,704


$
4,757


$
294,461Net income


33,202



1,763



34,965Distributions to noncontrolling interest shareholders






(1,275
)


(1,275
)Series B preferred dividends


(1,368
)






(1,368
)Other comprehensive income


(21,569
)






(21,569
)Other


2,040



11



2,051Balance at September 30, 2008

$
302,009


$
5,256


$
307,265   11.
    Share-Based
    Payments      Risk-free average interest rate


2.4
%Volatility


44.8
%Expected life (years)


6.5Dividend yield


0.0
%     12.
    Income
    Taxes   15




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13.
    Commitments
    and Contingencies  Elvis
    Cirque du Soleil Show
   16




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##### Table of Contents



Redeemable
    Restricted Common Stock
      Ryan
    Seacrest Agreement
  American Idol American Idol American Idol American Idol
  Contingencies
       17




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14.
    Segment
    Information     18




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##### Table of Contents



Presley BusinessRoyalties and


Graceland


19Segment Information

Licensing


Operations


Entertainment


Ali Business


Corporate


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

$
2,302


$
12,416


$
71,396


$
1,281


$



$
87,395Operating income (loss)

$
644


$
3,728


$
11,195


$
804


$
(5,365
)

$
11,006Depreciation and amortization

$
645


$
594


$
3,640


$
9


$
145


$
5,033OIBDAN

$
1,294


$
4,352


$
14,971


$
813


$
(4,987
)

$
16,443Three months ended September 30, 2008:Revenue

$
5,242


$
12,554


$
78,798


$
383


$



$
96,977Operating income (loss)

$
1,632


$
2,830


$
22,174


$
(24
)

$
(3,904
)

$
22,708Depreciation and amortization

$
645


$
566


$
4,069


$
15


$
27


$
5,322OIBDAN

$
2,286


$
3,417


$
26,936


$
(5
)

$
(3,687
)

$
28,947Nine months ended September 30, 2009:Revenue

$
18,714


$
29,157


$
197,303


$
3,260


$



$
248,434Operating income (loss)

$
12,807


$
4,768


$
45,905


$
484


$
(18,190
)

$
45,774Depreciation and amortization

$
1,936


$
1,773


$
9,980


$
39


$
303


$
14,031OIBDAN

$
14,769


$
6,618


$
56,262


$
528


$
(17,216
)

$
60,961Nine months ended September 30, 2008:Revenue

$
13,370


$
29,464


$
205,041


$
2,849


$



$
250,724Operating income (loss)

$
5,728


$
4,106


$
71,534


$
573


$
(13,941
)

$
68,000Depreciation and amortization

$
1,936


$
1,681


$
12,669


$
45


$
80


$
16,411OIBDAN

$
7,692


$
5,848


$
85,556


$
630


$
(13,274
)

$
86,452Asset Information:Segment assets at September 30, 2009

$
91,054


$
73,821


$
203,324


$
31,026


$
99,823


$
499,048Segment assets at December 31, 2008

$
84,437


$
74,359


$
153,083


$
31,362


$
132,820


$
476,061     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(Amounts in thousands)OIBDAN

$
16,443


$
28,947


$
60,961


$
86,452Depreciation and amortization


(5,033
)


(5,322
)


(14,031
)


(16,411
)Non-cash compensation


(404
)


(917
)


(1,156
)


(2,041
)Interest income


53



297



256



1,402Interest expense


(697
)


(1,320
)


(2,653
)


(4,361
)Equity in earnings (losses) of affiliates


97



299



(162
)


1,956Income tax (benefit) expense


1,781



(12,152
)


(12,548
)


(32,032
)Net income

$
12,240


$
9,832


$
30,667


$
34,965   15.
    Related
    Party Transactions         19




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##### Table of Contents



16.
    Subsequent
    Events    * * * * * * * * *
  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.
 20




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##### Table of Contents



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, 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, 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
         21




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##### Table of Contents



Terminated
    Merger Agreement
      Transactions
    Involving FX Real Estate and Entertainment Inc.
  About
    FXRE
      FXRE
    Distribution
   22




---



##### Table of Contents



Terminated
    License Agreements
      and/or
    Shared
    Services Agreement
     23




---



##### 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
  American Idol American Idol American Idol American Idol American Idol
  American Idol American Idol American Idol
 24




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##### Table of Contents



American
    Idol American Idol Television Production Costs Form 10-K.
  American Idol So You Think You Can Dance 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
       25




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##### Table of Contents



and/or
  Ali
    Business
        Use of
    OIBDAN
     26




---



##### Table of Contents



Consolidated
    Operating Results Three Months Ended September 30,
    2009
  Compared
    to Three Months Ended September 30, 2008
  Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
87,395


$
96,977


$
(9,582
)Operating expenses


76,389



74,269



2,120Other expense (income)


(1,697
)


(5,631
)


3,934Operating income


11,006



22,708



(11,702
)Income tax (benefit) expense


(1,781
)


12,152



(13,933
)Net income attributable to CKX, Inc.


11,193



8,688



2,505Operating income

$
11,006


$
22,708


$
(11,702
)Depreciation and amortization


5,033



5,322



(289
)Non-cash compensation


404



917



(513
)OIBDAN

$
16,443


$
28,947


$
(12,504
)   American Idol So You Think You Can Dance
  19
    Entertainment
    Three Months Ended September 30, 2009

Revenue


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

$
21,289


$
(9,728
)

$
11,561Other IDOLStelevision programs (including license fees
    and sponsorship)


3,158



(121
)


3,037So You Think You Can Danceand other television
    productions


36,869



(30,223
)


6,646Recorded music, management clients and other


10,080



(7,391
)


2,689$
71,396


$
(47,463
)

$
23,933Selling, general and administrative expenses, excluding non-cash
    compensation










(10,634
)Other income










1,672OIBDAN









$
14,971OIBDAN









$
14,971Depreciation and amortization










(3,640
)Non-cash compensation










(136
)Operating income









$
11,195   27




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##### Table of Contents



Three Months Ended September 30, 2008

Revenue


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

$
28,156


$
(11,380
)

$
16,776Other IDOLStelevision programs (including license fees
    and sponsorship)


4,544



(178
)


4,366So You Think You Can Danceand other television
    productions


32,201



(26,220
)


5,981Recorded music, management clients and other


13,897



(8,695
)


5,202$
78,798


$
(46,473
)

$
32,325Selling, general and administrative expenses, excluding non-cash
    compensation










(11,020
)Other income










5,631OIBDAN









$
26,936OIBDAN









$
26,936Depreciation and amortization










(4,069
)Non-cash compensation










(693
)Operating income









$
22,174   American Idol
  IDOLS
  So You Think You Can Dance So You Think You Can Dance Superstars of Dance So You Think You Can Dance
     28




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
2,302


$
5,242


$
(2,940
)Cost of sales


(50
)


(1,406
)


1,356Selling, general and administrative expense, excluding non-cash
    compensation


(958
)


(1,550
)


592OIBDAN

$
1,294


$
2,286


$
(992
)OIBDAN

$
1,294


$
2,286



(992
)Depreciation and amortization


(645
)


(645
)


Non-cash compensation


(5
)


(9
)


4Operating income

$
644


$
1,632


$
(988
)     Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
12,416


$
12,554


$
(138
)Cost of sales


(1,901
)


(2,019
)


118Selling, general and administrative expense, excluding non-cash
    compensation


(6,163
)


(7,118
)


955OIBDAN

$
4,352


$
3,417


$
935OIBDAN

$
4,352


$
3,417


$
935Depreciation and amortization


(594
)


(566
)


(28
)Non-cash compensation


(30
)


(21
)


(9
)Operating income

$
3,728


$
2,830


$
898   e-commerce
 29




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##### Table of Contents



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




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##### Table of Contents



Equity
    in Earnings (Losses) of Affiliates
    Noncontrolling
    Interests
   31




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##### Table of Contents



Consolidated
    Operating Results Nine Months Ended September 30,
    2009
  Compared
    to Nine Months Ended September 30, 2008
  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
248,434


$
250,724


$
(2,290
)Operating expenses


202,660



182,724



19,936Other expense (income)


4,143



(5,790
)


9,933Operating income


45,774



68,000



(22,226
)Income tax expense


12,548



32,032



(19,484
)Net income attributable to CKX, Inc.


27,264



31,834



(4,570
)Operating income

$
45,774


$
68,000


$
(22,226
)Depreciation and amortization


14,031



16,411



(2,380
)Non-cash compensation


1,156



2,041



(885
)OIBDAN

$
60,961


$
86,452


$
(25,491
)   Superstars of Dance, So You Think You Can Dance American Idol Superstars of
    Dance So You Think You
    Can Dance.
  19
    Entertainment
    Nine Months Ended September 30, 2009

Revenue


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

$
77,269


$
(17,689
)

$
59,580Other IDOLStelevision programs (including license fees
    and sponsorship)


8,695



(359
)


8,336So You Think You Can Danceand other television
    productions


75,562



(63,038
)


12,524Recorded music, management clients and other


35,777



(24,309
)


11,468$
197,303


$
(105,395
)

$
91,908Selling, general and administrative expenses, excluding non-cash
    compensation










(31,478
)Other expense










(4,168
)OIBDAN









$
56,262OIBDAN









$
56,262Depreciation and amortization










(9,980
)Non-cash compensation










(377
)Operating income









$
45,905   32




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##### Table of Contents



Nine Months Ended September 30, 2008

Revenue


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

$
94,029


$
(21,304
)

$
72,725Other IDOLStelevision programs (including license fees
    and sponsorship)


11,723



(423
)


11,300So You Think You Can Danceand other television
    productions


54,737



(46,969
)


7,768Recorded music, management clients and other


44,552



(24,421
)


20,131$
205,041


$
(93,117
)

$
111,924Selling, general and administrative expenses, excluding non-cash
    compensation










(32,158
)Other income










5,790OIBDAN









$
85,556OIBDAN









$
85,556Depreciation and amortization










(12,669
)Non-cash compensation










(1,353
)Operating income









$
71,534   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 Superstars of Dance, Superstars of Dance So You Think You Can Dance
     33




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
18,714


$
13,370


$
5,344Cost of sales


(720
)


(1,718
)


998Selling, general and administrative expense, excluding non-cash
    compensation


(3,225
)


(3,960
)


735OIBDAN

$
14,769


$
7,692


$
7,077OIBDAN

$
14,769


$
7,692


$
7,077Depreciation and amortization


(1,936
)


(1,936
)


Non-cash compensation


(26
)


(28
)


2Operating income

$
12,807


$
5,728


$
7,079     Presley
    Business  Graceland Operations
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008


Variance(In thousands)Revenue

$
29,157


$
29,464


$
(307
)Cost of sales


(4,358
)


(4,587
)


229Selling, general and administrative expense, excluding non-cash
    compensation


(18,181
)


(19,029
)


848OIBDAN

$
6,618


$
5,848


$
770OIBDAN

$
6,618


$
5,848


$
770Depreciation and amortization


(1,773
)


(1,681
)


(92
)Non-cash compensation


(77
)


(61
)


(16
)Operating income

$
4,768


$
4,106


$
662    34




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##### Table of Contents



e-commerce
    and/or
  Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
       35




---



##### Table of Contents



Interest
    Income/Expense
    Income
    Taxes
          Equity
    in Earnings (Losses) of Affiliates
    Noncontrolling
    Interests
    Cash Flow
    for the nine months ended September 30, 2009 and
    2008
  Operating
    Activities
   36




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##### Table of Contents



American Idol
    Investing
    Activities
      Financing
    Activities
      Uses
    of Capital
      Capital
    Expenditures
      Future
    Acquisitions
   37




---



##### Table of Contents



Dividends
      Commitments
    and Contingencies
               38




---



##### Table of Contents



Elvis
    Cirque du Soleil Show
    Ryan
    Seacrest Agreement
  American Idol American Idol American Idol American Idol
  Annual
    Impairment Review
    Inflation
    Critical
    Accounting Policies
  Form 10-K
  Impact
    of Recently Issued Accounting Standards
  The FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles, a replacement of FASB Statement
    No. 162 105-10,
 39




---



##### Table of Contents



Business Combinations 810-10-65 Noncontrolling Interests in
    Consolidated Financial Statements an amendment of ARB
    No. 51
  Subsequent Events 855-10,
  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)
  Off
    Balance Sheet Arrangements
  Regulation S-K.
  Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk    Interest
    Rate Risk
     40




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##### Table of Contents



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
  Changes
    in Internal Controls over Financial Reporting
   41




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##### Table of Contents



Part II 
    Other Information Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNo.

Description4
.1

Form of Promissory Term Note made on July 13, 2009, payable to
    Priscilla Presley (Filed herewith).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).  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




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description4
.1

Form of Promissory Term Note made on July 13, 2009, payable to
    Priscilla Presley (Filed herewith).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