##### 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
    March 31, 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
  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
    March 31, 2009 (Unaudited) and
    December 31, 2008


3Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended March 31, 2009 and
    2008


4Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the three months ended March 31, 2009 and
    2008


5Notes to Condensed Consolidated Financial
    Statements (Unaudited)


7Item 2


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


18Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


30Item 4


Controls and Procedures


30Part II


OTHER INFORMATIONItem 1


Legal Proceedings


31Item 6


Exhibits


32EX-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)
  March 31,


December 31,2009


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
87,660


$
101,895Receivables, net of allowance for doubtful accounts of $882 at
    March 31, 2009 and $803 at December 31, 2008


49,830



37,085Due from related party


167



274Inventories, net of allowance for obsolescence of $688 at
    March 31, 2009 and $649 at December 31, 2008


1,832



1,988Prepaid expenses and other current assets


9,479



8,119Deferred tax assets


3,984



4,941Total current assets


152,952



154,302Property and equipment  net


49,948



47,818Receivables


2,522



3,267Loans to related parties


1,765



1,765Other assets


21,340



26,797Goodwill


107,262



108,771Other intangible assets  net


123,301



127,403Deferred tax assets


4,562



5,938TOTAL ASSETS

$
463,652


$
476,061LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
12,012


$
19,648Accrued expenses


23,750



22,373Current portion of long-term debt


473



489Income taxes payable


7,224



5,526Deferred revenue


16,292



30,745Total current liabilities


59,751



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


100,956



101,429Deferred revenue


3,184



3,515Other long-term liabilities


2,790



2,850Deferred tax liabilities


21,689



23,744Total liabilities


188,370



210,319Redeemable restricted common stock 
    1,672,170 shares outstanding at March 31, 2009 and
    December 31, 2008


23,002



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, 95,656,794 shares issued at
    March 31, 2009 and 95,634,685 issued at December 31,
    2008


957



956Additional
    paid-in-capital


377,966



377,617Accumulated deficit


(94,556
)


(106,619
)Common stock in treasury  3,339,350 shares at
    March 31, 2009 and December 31, 2008


(7,647
)


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


(52,098
)


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


247,447



237,461Noncontrolling interests


4,833



5,279Total equity


252,280



242,740TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
463,652


$
476,061    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Revenue

$
81,506


$
65,237Operating expenses:Cost of sales


28,310



17,071Selling, general and administrative expenses


19,342



17,504Corporate expenses


4,175



4,597Depreciation and amortization


4,438



5,632Merger and distribution-related costs






591Acquisition-related costs


1,537



Other (income) expense


128



(217
)Total operating expenses


57,930



45,178Operating income


23,576



20,059Interest income


103



778Interest expense


(1,050
)


(1,617
)Income before income taxes and equity in earnings of affiliates


22,629



19,220Income tax expense


9,294



8,365Income before equity in earnings of affiliates


13,335



10,855Equity in earnings of affiliates


62



1,212Net income


13,397



12,067Dividends on preferred stock


(456
)


(456
)Net income available to CKX, Inc.


12,941



11,611Less: Net income attributable to noncontrolling interests


(878
)


(397
)Net income attributable to CKX, Inc.

$
12,063


$
11,214Income per share:Basic income per share

$
0.13


$
0.12Diluted income per share

$
0.13


$
0.12Average number of common shares outstanding:Basic


93,798,843



97,080,778Diluted


93,954,400



97,083,350    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Cash flows from operating activities:Net income available to CKX, Inc.

$
12,941


$
11,611Adjustments to reconcile net income attributable to CKX, Inc. to
    net cash provided by operating activities:Depreciation and amortization


4,438



5,632Dividends on preferred stock


456



456Write-off of deferred costs


874



Unrealized foreign currency gains and losses


448



(217
)Share-based payments


342



314Equity in earnings of affiliates, net of cash received


(62
)


(1,212
)Deferred income taxes


278



(1,200
)Non-cash interest expense


231



166Provision for inventory and accounts receivable allowance


112



64Changes in operating assets and liabilities:Receivables


(12,431
)


(26,462
)Accounts payable and accrued expenses


(6,357
)


(3,176
)Deferred revenue


(14,945
)


23,138Income taxes payable


1,698



4,120Other


4,074



(4,291
)Net cash (used in) provided by operating activities


(7,903
)


8,943Cash flows from investing activities:Purchases of property and equipment


(3,912
)


(2,586
)Net cash used in investing activities


(3,912
)


(2,586
)Cash flows from financing activities:Distributions to noncontrolling interest shareholders


(1,324
)


(426
)Principal payments on debt


(489
)


(464
)Dividends paid on preferred stock


(456
)


(456
)Net cash used in financing activities


(2,269
)


(1,346
)Effect of exchange rate changes on cash


(151
)


(30
)Net (decrease) increase in cash and equivalents


(14,235
)


4,981Cash and cash equivalents  beginning of period


101,895



50,947Cash and cash equivalents  end of period

$
87,660


$
55,928Supplemental cash flow data:Cash paid during the period for:Interest

$
519


$
1,401Income taxes


6,515



5,139  5




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##### Table of Contents



Supplemental Cash Flow InformationThe Company had the following non-cash investing and financing
    activities in the three months ended March 31, 2009 (in
    thousands):Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456The Company had the following non-cash investing and financing
    activities in the three months ended March 31, 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    6




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS
  1.
    Overview  General
  IDOLS American Idol IDOLS American Idol,
  Form 10-K
  2.
    Terminated
    Merger Agreement          3. Transactions
    Involving FX Real Estate and Entertainment Inc.
    About
    FXRE
   7




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##### Table of Contents



FXRE
    Distribution
    Terminated
    License Agreements
      and/or
    and/or
 8




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##### Table of Contents



Shared
    Services Agreement
            4.
    Accounting
    Policies  Form 10-K
  Impact
    of Recently Issued Accounting Standards
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
 9




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##### Table of Contents



5.
    Comprehensive
    Income    Three Months EndedMarch 31,2009


2008Net income

$
13,397


$
12,067Less: foreign currency translation adjustments


(2,427
)


(79
)10,970



11,988Net income attributable to noncontrolling interests


(878
)


(397
)Comprehensive income

$
10,092


$
11,591     6.
    Earnings
    Per Share/Common Shares Outstanding  Earnings Per Share
    Three Months EndedMarch 31,2009


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


93,798,843



97,080,778Incremental shares for assumed exercise of Series C
    preferred stock and stock options


155,557



2,572Diluted common shares outstanding (including redeemable
    restricted common stock)


93,954,400



97,083,350  10




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##### Table of Contents



7.
    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


10.8 years


$
28,900


$
(7,840
)

$
21,060Other Presley intangible assets


12.9 years



13,622



(5,581
)


8,04119 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


3.0 years



57,551



(32,462
)


25,08919 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


0.5 year



12,024



(10,811
)


1,213MBST artist contracts, profit participation rights and other
    intangible assets


2.7 years



4,270



(2,737
)


1,533$
116,367


$
(59,431
)

$
56,936     Balance atMarch 31,2009Indefinite 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    11




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##### Table of Contents



For the nine months ending December 31, 2009

$
9,700For the years ending December 31,2010


12,7002011


11,7002012


4,9002013


2,800     2009ForeignBalance at


Currency


Balance atDecember 31,


Translation


March 31,2008


Adjustment


2009Presley royalties and licensing

$
14,413


$



$
14,413Presley Graceland operations


10,166







10,16619 Entertainment


80,907



(1,509
)


79,398MBST


2,175







2,175Ali Business


1,110







1,110Total

$
108,771


$
(1,509
)

$
107,262   Goodwill and Other
    Intangible Assets
  8.
    Debt       12




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##### Table of Contents



9.
    Stockholders
    Equity    NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2009

$
237,461


$
5,279


$
242,740Net income


12,519



878



13,397Distributions to noncontrolling interest shareholders






(1,324
)


(1,324
)Series B preferred dividends


(456
)






(456
)Other comprehensive loss


(2,427
)






(2,427
)Other


350







350Balance at March 31, 2009

$
247,447


$
4,833


$
252,280   NoncontrollingCKX, Inc.


Interests


TotalBalance at January 1, 2008

$
289,704


$
4,757


$
294,461Net income


11,670



397



12,067Distributions to noncontrolling interest shareholders






(426
)


(426
)Series B preferred dividends


(456
)






(456
)Other comprehensive loss


(79
)






(79
)Other


315







315Balance at March 31, 2008

$
301,154


$
4,728


$
305,882   10.
    Share-Based
    Payments      Risk-free average interest rate


2.4
%Volatility


44.8
%Expected life (years)


6.5Dividend yield


0.0
%     11.
    Income
    Taxes     13




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##### Table of Contents



Accounting for
    Uncertainty in Income Taxes
      12.
    Commitments
    and Contingencies     14




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Contingencies
                     15




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##### Table of Contents



13.
    Segment
    Information      Presley BusinessRoyalties and


Graceland


19Segment Information

Licensing


Operations


Entertainment


Ali Business


Corporate


Total(Amounts in thousands)Three months ended March 31, 2009:Revenue

$
12,463


$
6,126


$
61,289


$
1,628


$



$
81,506Operating income (loss)

$
10,570


$
(1,557
)

$
20,608


$
(321
)

$
(5,724
)

$
23,576Depreciation and amortization

$
645


$
563


$
3,197


$
21


$
12


$
4,438OIBDAN

$
11,227


$
(973
)

$
23,910


$
(296
)

$
(5,512
)

$
28,356Three months ended March 31, 2008:Revenue

$
4,048


$
6,313


$
53,760


$
1,116


$



$
65,237Operating income (loss)

$
2,039


$
(1,076
)

$
24,037


$
274


$
(5,215
)

$
20,059Depreciation and amortization

$
645


$
552


$
4,393


$
15


$
27


$
5,632OIBDAN

$
2,695


$
(506
)

$
28,506


$
293


$
(4,983
)

$
26,005Asset Information:Segment assets at March 31, 2009

$
85,453


$
73,715


$
154,550


$
31,263


$
118,671


$
463,652Segment assets at December 31, 2008

$
84,437


$
74,359


$
153,083


$
31,362


$
132,820


$
476,061     Three Months EndedMarch 31,2009


2008(Amounts in thousands)OIBDAN

$
28,356


$
26,005Depreciation and amortization


(4,438
)


(5,632
)Non-cash compensation


(342
)


(314
)Interest income


103



778Interest expense


(1,050
)


(1,617
)Equity in earnings of affiliates


62



1,212Income tax expense


(9,294
)


(8,365
)Net income

$
13,397


$
12,067   14.
    Related
    Party Transactions     16




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##### Table of Contents



* * * * * * * * *
  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.
 17




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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
  IDOLS American Idol IDOLS
    Terminated
    Merger Agreement
          Transactions
    Involving FX Real Estate and Entertainment Inc.
    About
    FXRE
   18




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##### Table of Contents



FXRE
    Distribution
    Terminated
    License Agreements
      and/or
    Shared
    Services Agreement
   19




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##### 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
 20




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##### Table of Contents



American Idol American Idol American Idol
  American Idol So You Think You Can Dance Superstars of Dance IDOLS So You Think You Can Dance Superstars of Dance
      Presley
    Business
  and/or and/or
   21




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##### Table of Contents



and/or
  Ali
    Business
         Use of
    OIBDAN
      22




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##### Table of Contents



Consolidated
    Operating Results Three Months Ended March 31,
    2009
  Compared
    to Three Months Ended March 31, 2008
  Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


Variance(In thousands)Revenue

$
81,506


$
65,237


$
16,269Operating expenses


57,930



45,178



12,752Other income (expense)


(128
)


217



(345
)Operating income


23,576



20,059



3,517Income tax expense


9,294



8,365



929Net income attributable to CKX, Inc.


12,063



11,214



849Operating income

$
23,576


$
20,059


$
3,517Depreciation and amortization


4,438



5,632



(1,194
)Non-cash compensation


342



314



28OIBDAN

$
28,356


$
26,005


$
2,351   Superstars of Dance Superstars of Dance
  19
    Entertainment
    Three Months Ended March 31, 2009

Revenue


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

$
24,655


$
(4,125
)

$
20,530Other IDOLStelevision programs (including license fees
    and sponsorship)


3,161



(2
)


3,159So You Think You Can Danceand other television
    productions


15,630



(13,462
)


2,168Recorded music, management clients and other


17,843



(9,484
)


8,359$
61,289


$
(27,073
)

$
34,216Selling, general and administrative expenses, excluding non-cash
    compensation










(10,178
)Other expense










(128
)OIBDAN









$
23,910OIBDAN









$
23,910Depreciation and amortization










(3,197
)Non-cash compensation










(105
)Operating income









$
20,608   23




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##### Table of Contents



Three Months Ended March 31, 2008

Revenue


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

$
28,764


$
(4,762
)

$
24,002Other IDOLStelevision programs (including license fees
    and sponsorship)


4,345



(211
)


4,134So You Think You Can Danceand other television
    productions


311



(1,992
)


(1,681
)Recorded music, management clients and other


20,340



(8,684
)


11,656$
53,760


$
(15,649
)

$
38,111Selling, general and administrative expenses, excluding non-cash
    compensation










(9,822
)Other income










217OIBDAN









$
28,506OIBDAN









$
28,506Depreciation and amortization










(4,393
)Non-cash compensation










(76
)Operating income









$
24,037   Superstars of Dance American Idol
  American Idol 8 American Idol 7 American Idol American Idol American Idol Idols
  Superstars of Dance So You Think You Can Dance Superstars of Dance So You Think
    You Can Dance
  American Idol
  Superstars of Dance So You Think You Can Dance
   24




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008


Variance(In thousands)Revenue

$
12,463


$
4,048


$
8,415Cost of sales


(234
)


(180
)


(54
)Selling, general and administrative expense, excluding non-cash
    compensation


(1,002
)


(1,173
)


171OIBDAN

$
11,227


$
2,695


$
8,532OIBDAN

$
11,227


$
2,695


$
8,532Depreciation and amortization


(645
)


(645
)


Non-cash compensation


(12
)


(11
)


(1
)Operating income

$
10,570


$
2,039


$
8,531     Presley
    Business  Graceland Operations
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008


Variance(In thousands)Revenue

$
6,126


$
6,313


$
(187
)Cost of sales


(885
)


(935
)


50Selling, general and administrative expense, excluding non-cash
    compensation


(6,214
)


(5,884
)


(330
)OIBDAN

$
(973
)

$
(506
)

$
(467
)OIBDAN

$
(973
)

$
(506
)

$
(467
)Depreciation and amortization


(563
)


(552
)


(11
)Non-cash compensation


(21
)


(18
)


(3
)Operating income

$
(1,557
)

$
(1,076
)

$
(481
)    25




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##### Table of Contents



and/or
  Ali
    Business
    Corporate
    and Other
  Corporate
    Expenses and Other Costs
        Interest
    Income/Expense
    Income
    Taxes
     26




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##### Table of Contents



Accounting for
    Uncertainty in Income Taxes
      Equity
    in Earnings of Affiliates
    Noncontrolling
    Interests
    Cash Flow
    for the three months ended March 31, 2009 and
    2008
  Operating
    Activities
  So You Think You Can
    Dance American Idol Superstars of Dance
    Investing
    Activities
   27




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##### Table of Contents



Financing
    Activities
      Uses
    of Capital
      Capital
    Expenditures
      Future
    Acquisitions
    Dividends
     28




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##### Table of Contents



Commitments
    and Contingencies
        Annual
    Impairment Review
  Goodwill and Other
    Intangible Assets
  Inflation
    Critical
    Accounting Policies
  Impact
    of Recently Issued Accounting Standards
  Business Combinations Noncontrolling Interests in Consolidated Financial
    Statements
   29




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##### Table of Contents



Off
    Balance Sheet Arrangements
  Regulation S-K.
 Item 3.Quantitative and Qualitative Disclosure About Market
    Risk    Interest
    Rate Risk
        Foreign
    Exchange Risk
        19
    Entertainment Put Option
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
 30




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##### Table of Contents



Changes
    in Internal Controls over Financial Reporting
   Part II 
    Other Information  Item 1.
    Legal
    Proceedings                 31




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNo.

Description31
.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).  32




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##### 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
   33




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.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.  34