EX-99.1 2 a05-2903_1ex99d1.htm EX-99.1

Exhibit 99.1

 

The Presley Business

 

Combined Statements of Net Assets to Be Sold and Related Combined Statements of Operations and Royalty Income and Net Assets and of Cash Flows as of September 30, 2004, December 31, 2003 and 2002 and for the Nine Months Ended September 30, 2004 and for Each of the Three Years Ended December 31, 2003

 



 

THE PRESLEY BUSINESS

 

TABLE OF CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

COMBINED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004, DECEMBER 31, 2003 AND 2002, AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND EACH OF THE THREE YEARS ENDED DECEMBER 31, 2003:

 

 

 

Combined Statements of Net Assets to Be Sold

 

 

 

Combined Statements of Operations and Royalty Income and Net Assets

 

 

 

Combined Statements of Cash Flows

 

 

 

Notes to Combined Financial Statements

 

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees of Promenade Trust

 

We have audited the accompanying combined statements of net assets to be sold by Promenade Trust (the “Presley Business”), as defined in Note 1, as of September 30, 2004 and December 31, 2003 and 2002, and the related combined statements of operations and royalty income and net assets and cash flows for the nine month period ended September 30, 2004, and for each of the three years ended December 31, 2003. These financial statements are the responsibility of the Presley Business management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such combined financial statements present fairly, in all material respects, the combined statements of net assets to be sold by Promenade Trust as of September 30, 2004 and December 31, 2003 and 2002, and the combined results of its operations and royalty income and its cash flows for the nine months ended September 30, 2004, and for each of the three years ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Deloitte & Touche LLP

 

Memphis, Tennessee

February 7, 2005

 

 



 

THE PRESLEY BUSINESS

 

COMBINED STATEMENTS OF NET ASSETS TO BE SOLD

SEPTEMBER 30, 2004 AND DECEMBER 31, 2003 AND 2002

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash

 

$

214,184

 

$

286,815

 

$

854,894

 

Receivables—net

 

6,006,065

 

5,096,285

 

7,546,017

 

Inventories

 

2,596,361

 

3,738,432

 

3,842,233

 

Prepaid expenses and other

 

699,799

 

381,541

 

480,813

 

Prepaid income taxes

 

206,741

 

255,460

 

 

 

Deferred tax asset

 

688,143

 

822,610

 

896,003

 

 

 

 

 

 

 

 

 

Total current assets

 

10,411,293

 

10,581,143

 

13,619,960

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT—Net

 

21,437,755

 

22,014,535

 

26,725,724

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

4,421,783

 

3,918,886

 

2,778,568

 

 

 

 

 

 

 

 

 

DEFERRED TAX ASSET

 

765,776

 

789,362

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

37,036,607

 

$

37,303,926

 

$

43,124,252

 

 

 

 

 

 

 

 

 

LIABILITIES AND NET ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

9,408,918

 

$

6,222,951

 

$

4,119,147

 

Accounts payable

 

704,029

 

565,954

 

887,044

 

Accrued expenses

 

2,721,931

 

2,248,384

 

2,389,093

 

Income taxes payable

 

527,565

 

30,508

 

781,058

 

Deferred revenue

 

8,325,933

 

6,369,126

 

7,569,636

 

 

 

 

 

 

 

 

 

Total current liabilities

 

21,688,376

 

15,436,923

 

15,745,978

 

 

 

 

 

 

 

 

 

LONG-TERM DEBT—Net of current maturities

 

13,246,895

 

20,208,232

 

22,207,121

 

 

 

 

 

 

 

 

 

DEFERRED TAX LIABILITY

 

 

 

 

 

450,248

 

 

 

 

 

 

 

 

 

Total liabilities

 

34,935,271

 

35,645,155

 

38,403,347

 

 

 

 

 

 

 

 

 

NET ASSETS

 

2,101,336

 

1,658,771

 

4,720,905

 

 

 

 

 

 

 

 

 

TOTAL

 

$

37,036,607

 

$

37,303,926

 

$

43,124,252

 

 

See notes to combined financial statements.

 

2



 

THE PRESLEY BUSINESS

 

COMBINED STATEMENTS OF OPERATIONS AND ROYALTY INCOME AND NET ASSETS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND

THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

2004

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

Tour and exhibit

 

$

8,836,032

 

$

10,699,412

 

$

10,297,401

 

$

10,001,755

 

Graceland retail

 

9,173,195

 

15,088,467

 

15,187,522

 

12,949,906

 

Licensing fees and royalties

 

9,816,388

 

12,861,001

 

12,575,048

 

9,921,024

 

Hotel room revenues

 

2,591,134

 

3,318,136

 

3,169,003

 

2,809,089

 

Apartment rent and other

 

2,009,295

 

2,408,932

 

2,414,701

 

1,512,595

 

Total revenues

 

32,426,044

 

44,375,948

 

43,643,675

 

37,194,369

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

8,906,906

 

11,066,299

 

10,672,917

 

11,756,635

 

Cost of sales

 

5,266,193

 

7,442,281

 

7,119,410

 

6,118,162

 

Insurance

 

1,339,914

 

1,709,425

 

1,993,176

 

1,437,241

 

Depreciation and amortization

 

898,216

 

1,227,425

 

1,123,025

 

1,139,374

 

Professional fees

 

1,787,081

 

1,853,816

 

1,570,286

 

1,426,677

 

Maintenance

 

523,006

 

737,362

 

690,526

 

889,866

 

Other

 

6,385,865

 

9,549,126

 

8,849,784

 

8,422,112

 

Total operating expenses

 

25,107,181

 

33,585,734

 

32,019,124

 

31,190,067

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

7,318,863

 

10,790,214

 

11,624,551

 

6,004,302

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME:

 

 

 

 

 

 

 

 

 

Interest expense

 

(915,650

)

(1,362,237

)

(1,623,447

)

(1,502,837

)

Gain on asset disposal

 

8,000

 

91,225

 

56,837

 

 

 

Total other expense

 

(907,650

)

(1,271,012

)

(1,566,610

)

(1,502,837

)

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

6,411,213

 

9,519,202

 

10,057,941

 

4,501,465

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

 

(562,329

)

(813,025

)

(1,862,673

)

(434,574

)

Income from continuing operations

 

5,848,884

 

8,706,177

 

8,195,268

 

4,066,891

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS:

 

 

 

 

 

 

 

 

 

Impairment loss

 

 

 

2,724,528

 

 

 

 

 

Loss from discontinued operations

 

 

 

653,284

 

720,539

 

2,169,315

 

Loss from discontinued operations

 

 

 

3,377,812

 

720,539

 

2,169,315

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

5,848,884

 

5,328,365

 

7,474,729

 

1,897,576

 

 

 

 

 

 

 

 

 

 

 

NET ASSETS AT BEGINNING OF PERIOD

 

1,658,771

 

4,720,905

 

2,097,162

 

4,393,519

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTIONS TO TRUST BENEFICIARY

 

(5,406,319

)

(8,390,499

)

(4,850,986

)

(4,193,933

)

NET ASSETS AT END OF PERIOD

 

$

2,101,336

 

$

1,658,771

 

$

4,720,905

 

$

2,097,162

 

 

See notes to combined financial statements.

 

3



 

THE PRESLEY BUSINESS

 

COMBINED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND

THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

2004

 

2003

 

2002

 

2001

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

5,848,884

 

$

8,706,177

 

$

8,195,268

 

$

4,066,891

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Deferred taxes

 

158,053

 

363,392

 

641,646

 

(114,654

)

Depreciation and amortization

 

898,216

 

1,227,425

 

1,123,025

 

1,139,374

 

Change in accounts receivable allowance

 

20,000

 

80,000

 

 

 

 

 

Change in inventory allowance

 

50,000

 

50,000

 

 

 

 

 

Gain on asset disposal

 

(8,000

)

(91,225

)

(56,837

)

 

 

 

 

 

 

 

 

 

 

 

 

(Decrease) increase in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Receivables

 

(929,780

)

2,369,732

 

1,435,747

 

2,641,379

 

Inventory

 

1,092,071

 

(77,598

)

(1,163,129

)

634,569

 

Prepaid expenses and other assets

 

(772,437

)

(1,296,503

)

47,224

 

722,107

 

Accounts payable

 

138,075

 

(321,090

)

(85,022

)

54,120

 

Accrued expenses

 

473,547

 

25,053

 

139,480

 

162,714

 

Income taxes payable

 

497,057

 

(750,550

)

204,040

 

(426,001

)

Deferred revenue

 

1,956,807

 

(1,200,510

)

(967,717

)

(1,417,226

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

9,422,493

 

9,084,303

 

9,513,725

 

7,463,273

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS USED IN INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(321,435

)

(822,466

)

(344,667

)

(754,110

)

Proceeds from sale of property and equipment

 

8,000

 

284,931

 

99,034

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(313,435

)

(537,535

)

(245,633

)

(754,110

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS USED IN FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net proceeds under line of credit

 

1,250,000

 

3,900,000

 

2,316,082

 

2,150,000

 

Principal payments on long-term debt

 

(5,025,370

)

(3,795,086

)

(6,104,309

)

(2,370,440

)

Distributions to trust beneficiary

 

(5,406,319

)

(8,390,499

)

(4,850,986

)

(4,193,933

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(9,181,689

)

(8,285,585

)

(8,639,213

)

(4,414,373

)

 

 

 

 

 

 

 

 

 

 

Net cash used in discontinued operations

 

 

 

(829,262

)

(264,501

)

(1,722,732

)

 

 

 

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(72,631

)

(568,079

)

364,378

 

572,058

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—Beginning of year

 

286,815

 

854,894

 

490,516

 

(81,542

)

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS—End of year

 

$

214,184

 

$

286,815

 

$

854,894

 

$

490,516

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Taxes

 

$

57,727

 

$

849,000

 

$

917,630

 

$

158,998

 

Interest

 

$

798,882

 

$

1,565,549

 

$

1,851,895

 

$

2,324,390

 

 

See notes to combined financial statements.

 

4



 

THE PRESLEY BUSINESS

 

NOTES TO COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND

THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

 

1.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Operations—The combined Presley Business financial statements include certain assets and related operations of the Promenade Trust (the “Trust”) which is a grantor trust for the benefit of Lisa-Marie Presley, the daughter of Elvis Presley, consisting of certain intellectual property to be sold and related royalty income and the following entities and their operations, also to be sold, wholly owned by the Trust: Elvis Presley Enterprises (“EPE”), Heartbreak Hotel, LLC, Meadow Oaks Apartments, Inc., Elvis Anthology, Graceland Entertainment, Inc., and Elvis Presley’s Memphis, (collectively referred to herein as the “Company” or the “Presley Business”).

 

The Trust is the beneficial owner of the Graceland Estate and certain intellectual property associated with or created by Elvis Presley. The Graceland Estate is leased to EPE under a long-term lease agreement with the Trust. The Trust also receives income from record royalties, music publishing royalties, and film/video exploitation royalties.

 

The Company’s principal business activities consist of the operation of the Graceland businesses and licensing and exploitation of Elvis’ intellectual property. The Graceland businesses include the Graceland estate and attractions, the Meadow Oaks Apartment Complex, Inc. adjacent to the estate, and the Heartbreak Hotel, LLC. Intellectual property rights include film, music, and name and likeness trademarks.

 

Elvis Presley Enterprises, Inc., a Tennessee corporation, was established to oversee the Graceland operations. EPE conducts tours of Graceland and sells and markets Elvis Presley related retail merchandise. EPE also licenses Elvis Presley’s name and likeness to third parties for use in retail merchandise and other commercial purposes.

 

Elvis Presley’s Heartbreak Hotel, LLC (“HBH”), a Tennessee limited liability corporation, owns and operates Elvis Presley’s Heartbreak Hotel located across the street from Graceland. The Heartbreak Hotel is a 128-room boutique hotel themed around the life of Elvis Presley.

 

Meadow Oak Apartments, Inc. (“MOA”), a Tennessee corporation, owns and operates a 270-unit apartment complex adjacent to Graceland.

 

Elvis Anthology, LLC. (“EA”), a Tennessee limited liability company, was formed to produce a documentary of Elvis Presley’s life which is expected to be broadcast on network television in 2005.

 

Elvis Presley’s Memphis (“EPM”), a Tennessee limited liability company, was formed by the Company and the Promenade Trust to own and operate Elvis Presley’s Memphis restaurant (the “Restaurant”), which provided dining and entertainment and sold Elvis related merchandise on Historic Beale Street in Memphis, Tennessee. The Restaurant ceased operations in 2003 and is reported in these combined financial statements as discontinued operations.

 

Graceland Entertainment, Inc. (“GEI”), a Tennessee corporation, is a wholly-owned subsidiary of the Trust created to provide management services to EPE.

 

5



 

Basis for Combination—The accompanying Presley Business combined financial statements include the accounts of the Trust (related to the assets to be sold) and its wholly-owned subsidiaries after elimination of significant intercompany transactions and balances. These combined financial statements reflect the use of significant accounting policies as described below and elsewhere in the notes to the combined financial statements. These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

 

Revenue Recognition

 

Merchandising/Name and Likeness Licensing Revenues—A portion of the Company’s revenue is derived from licensing others to sell merchandise bearing the name, image, and likeness of Elvis Presley. Revenue from these activities is recognized upon reporting of the sale of licensed merchandise. Licensing advances are deferred until earned under the licensing agreement. Licensing contracts normally provide for quarterly accounting from the licensee of sales made and the royalties due. Guaranteed minimum royalties are recognized ratably over the term of the license or are based on sales of the related products if greater.

 

Royalty Income—Income from music and film contracts are derived from royalties on the sale of records and DVDs or from the licensing of film/music rights. Revenue is paid based on the timetable associated with royalty statements generated by third-party processors and is not known on a timely basis. This revenue is reported on a cash basis since the amount of accrual is not known or reasonably estimable until receipt of the statements from the third parties. The Company contracts with various agencies to facilitate collection of royalty income. In accordance with Emerging Issues Task Force (“EITF”) 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent, revenue is recognized before deduction of agency fees, which are included in the combined statement of operations and royalty income and net assets as a component of cost of sales.

 

Rental Income—Revenues resulting from hotel room rentals are recognized concurrent with room usage. Rental income recognized by MOA is earned over the term of the rental lease.

 

Retail Transactions—Ticket sales for tours and exhibits as well as merchandise sales and food and beverage sales are recognized at point of sale. Advance ticket sales are recorded as deferred revenue pending the “event date” on the ticket.

 

Television Special—Revenue—Revenues from television specials initially produced for network broadcast are recognized when earned which is generally in the period that the show is available for telecast. No such revenues have been recognized to date. Advance payments received prior to telecast are included in the attached combined statements of net assets to be sold as a component of deferred revenue.

 

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 

Advertising Expense—Advertising costs are expensed as incurred. Advertising expense was $398,869 for the nine months ended September 30, 2004 and $551,809, $509,552, and $583,191 in 2003, 2002, and 2001, respectively. Advertising expenses are included in other operating expenses on the accompanying combined statements of operations and royalty income and net assets.

 

6



 

Television Special—Production Costs—The Company accounts for its television special production costs pursuant to American Institute of Certified Public Accountants Statement of Position No. 00-2, Accounting by Producers or Distributors of Films. The cost of production for television programming is capitalized and recognized as expense based on the ratio that revenue which is earned for such programming in the current period bears to management’s estimate of total revenues to be realized from all media and markets for such programming. Management regularly reviews and revises its total revenue estimates for each project which may result in modifications to the rate of amortization. If a net loss is projected for a particular project, the related capitalized costs are written down to estimated realizable value. The Company does not have any earned revenue included in the combined financial statements and has not recognized any expense as projects are still in the production phase. The total of these capitalized costs as of September 30, 2004 and December 31, 2003 was $1,627,518 and $1,027,518, respectively.

 

Cash and Cash Equivalents—All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major financial institutions in the United States of America.

 

Accounts Receivable—Accounts receivable principally represent amounts contractually due under licensing agreements. The Company considers an allowance for doubtful accounts to be necessary based upon management’s review of aged receivables. The allowance as of September 30, 2004 and December 31, 2003 and 2002 was $130,000, $110,000, and $30,000, respectively.

 

Inventory—Inventory consists of gift, souvenir, and food and beverage items and is recorded at the lower of cost or market. Cost is determined by using the first-in, first-out method. Allowances are provided for slow-moving or obsolete inventory items based on management’s review of inventory data. The allowance as of September 30, 2004 and December 31, 2003 and 2002 was $225,000, $175,000, and $125,000, respectively.

 

Property and Equipment—Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 39 years. Expenditures for additions, major renewals, and betterments are capitalized. Maintenance and repairs not representing betterments are expensed as incurred.

 

Income Taxes—The Company accounts for its income taxes using the Financial Accounting Standards Board Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. Under SFAS 109, deferred income taxes arise from temporary differences between the financial statement and tax basis of assets and liabilities. The Company’s deferred taxes primarily result from timing differences in the recognition of depreciation, reserve for bad debts, inventory, accrued vacation, unrealized loss of investments, and accrued interest to related parties for financial reporting and tax reporting purposes.

 

Concentration of Credit Risks—Credit risk on accounts receivable is minimized by the Company’s performing evaluations of its customers’ financial condition and monitoring its exposure for credit losses and maintaining allowances for anticipated losses. Cash in banks is insured by the Federal Deposit Insurance Corporation up to an aggregate of $100,000 per account.

 

Segment Reporting—The Company reports segment information in accordance with Financial Accounting Standards Board SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. Management’s approach designates the internal reporting used by management for decision making and assessing performance as the source of reportable segments. These segments reflect the

 

7



 

Company’s internal organization structure. Certain administrative costs are allocated based on management’s estimate of relative effort.

 

2.                      PROPERTY AND EQUIPMENT

 

Property and equipment as of September 30, 2004 and December 31, 2003 and 2002 are as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Land and improvements

 

$

5,357,606

 

$

5,337,606

 

$

5,438,240

 

Vehicles

 

673,548

 

733,548

 

708,511

 

Furniture and fixtures

 

7,917,758

 

7,665,581

 

8,974,560

 

Building and improvements

 

18,998,602

 

18,998,602

 

18,969,015

 

Equipment

 

446,883

 

446,883

 

441,833

 

Leasehold improvements

 

1,382,812

 

1,382,490

 

6,267,824

 

 

 

34,777,209

 

34,564,710

 

40,799,983

 

Less accumulated depreciation

 

(13,339,454

)

(12,550,175

)

(14,074,259

)

 

 

$

21,437,755

 

$

22,014,535

 

$

26,725,724

 

 

3.                      DISCONTINUED OPERATIONS IMPAIRMENT AND LOSS

 

The restaurant operation was closed in September 2003. Net assets of $3,796,000 were written off. The operations of the restaurant are included in discontinued operations for all periods presented.

 

The restaurant land and building are leased under an operating lease which expires in 2017. Base rent under the lease is $174,400 per year with incremental inflationary adjustments at each five-year anniversary date. In addition to base rentals, the lease provides for rental payments of 4.75% of annual revenues above $3.2 million. Management accrued $730,000 in September 2003 for future lease payments, taxes and insurance. A liability of $337,000 remained at September 30, 2004. In management’s opinion, the market rate for the lease is equal to or greater than the existing rate and management is actively seeking to sublease the property. The impairment loss, net of taxes of $1.7 million, was $2.7 million.

 

4.                      RELATED PARTY TRANSACTIONS

 

Priscilla Presley, the mother of Lisa Marie Presley, makes appearances on behalf of the Presley Business. The related salary expense was $702,988 for the nine months ended September 30, 2004 and $937,316, $937,316, and $987,316 in 2003, 2002, and 2001, respectively.

 

8



 

5.                      OTHER ASSETS

 

Other assets as of September 30, 2004 and December 31, 2003 and 2002 consisted of the following:

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Memorabilia and artifacts—at cost

 

$

2,141,552

 

$

2,141,552

 

$

2,149,676

 

 

 

 

 

 

 

 

 

Employee receivables

 

53,061

 

24,746

 

34,378

 

 

 

 

 

 

 

 

 

Film costs (see footnote 1)

 

1,602,518

 

1,002,518

 

 

 

 

 

 

 

 

 

 

 

Escrows, deposits, and other

 

624,652

 

750,070

 

594,514

 

 

 

 

 

 

 

 

 

Total

 

$

4,421,783

 

$

3,918,886

 

$

2,778,568

 

 

Memorabilia and artifacts principally relate to Elvis Presley related items acquired from the estate of his former manager in 1991.

 

9



 

6.                      LONG-TERM DEBT

 

Long-term debt as of September 30, 2004 and December 31, 2003 and 2002 consisted of the following:

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Line of credit with Comerica Bank, interest at Prime less 1/4%, which expires in April 2005

 

$

2,000,000

 

$

4,200,000

 

$

2,075,000

 

 

 

 

 

 

 

 

 

Note payable to Comerica Bank, payable in monthly installments of $121,720, including principal and interest at Prime plus 3/4%, with a balloon payment due January 2006

 

10,043,368

 

10,555,640

 

11,207,304

 

 

 

 

 

 

 

 

 

Note payable to National Bank of Commerce guaranteed by the Trust, payable in monthly installments of approximately $71,000, including principal and interest at variable rates which was 4.5% at September 30, 2004, with a balloon payment due July 5, 2005

 

2,158,381

 

2,735,801

 

3,417,820

 

 

 

 

 

 

 

 

 

Note payable to Comerica Bank, payable in monthly installments of $52,859, including principal and interest at Prime less 1/4% due March 2005

 

4,181,006

 

4,527,985

 

4,974,289

 

 

 

 

 

 

 

 

 

Note payable to Wachovia Bank, payable in monthly installments of $31,650, including principal and interest at 7.56%, with a balloon payment due June 2009

 

4,273,058

 

4,315,144

 

4,362,225

 

 

 

 

 

 

 

 

 

Other notes payable

 

 

 

96,613

 

289,630

 

 

 

 

 

 

 

 

 

Total

 

22,655,813

 

26,431,183

 

26,326,268

 

Less current maturities

 

(9,408,918

)

(6,222,951

)

(4,119,147

)

Long-term debt—net of current maturities

 

$

13,246,895

 

$

20,208,232

 

$

22,207,121

 

 

Substantially all assets of the Presley Business are pledged as collateral on debt.

 

The annual maturities of long-term debt for each of the next five years ended September 30 are as follows:

 

2005

 

$

9,408,918

 

2006

 

9,093,789

 

2007

 

67,130

 

2008

 

71,523

 

2009

 

4,014,453

 

 

 

$

22,655,813

 

 

10



 

7.                      INCOME TAXES

 

The Trust has provided for deferred income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, whereby deferred income taxes are determined based upon the enacted income tax rates for the years in which these taxes are estimated to be payable or recoverable. Deferred income taxes arise from temporary differences resulting from a difference between the tax basis of an asset or liability and its reported amount in the financial statements.

 

The federal and state income tax expenses allocable to the combined statements of operations and royalty income and net assets and the combined statement of net assets to be sold were as follows:

 

 

 

Nine Months Ended

 

Years Ended December 31,

 

 

 

September 30, 2004

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

562,329

 

$

813,025

 

$

1,862,673

 

$

434,574

 

Discontinued operations

 

 

(2,083,952

)

(441,000

)

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

562,329

 

$

(1,270,927

)

$

1,421,673

 

$

434,574

 

 

The income tax provision from continuing operations includes the following for the periods ended:

 

 

 

Nine Months Ended

 

Years Ended December 31,

 

 

 

September 30, 2004

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

365,583

 

$

322,024

 

$

952,933

 

$

493,337

 

State

 

38,693

 

77,609

 

268,094

 

55,891

 

 

 

 

 

 

 

 

 

 

 

Total

 

404,276

 

399,633

 

1,221,027

 

549,228

 

 

 

 

 

 

 

 

 

 

 

Deferred

 

158,053

 

413,392

 

641,646

 

(114,654

)

 

 

 

 

 

 

 

 

 

 

Total current and deferred

 

$

562,329

 

$

813,025

 

$

1,862,673

 

$

434,574

 

 

11



 

 

The provision for taxes as reported is different than the tax provision computed by applying the statutory federal rate of 34%. The differences are as follows:

 

 

 

Nine Months Ended

 

Years Ended December 31,

 

 

 

September 30, 2004

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Provision at statutory federal rate

 

$

2,179,812

 

$

3,236,528

 

$

3,419,700

 

$

1,530,498

 

Provision for state—net of federal

 

43,357

 

44,336

 

207,172

 

37,337

 

Nontaxable trust income

 

(1,564,000

)

(2,544,000

)

(1,574,000

)

(1,205,251

)

Other

 

(96,840

)

76,161

 

(190,199

)

71,990

 

Total current and deferred income tax expense

 

$

562,329

 

$

813,025

 

$

1,862,673

 

$

434,574

 

 

12



 

The components of the deferred tax balances at September 30, 2004 and December 31, 2003 and 2002 are as follows:

 

 

 

 

 

December 31,

 

 

 

September 30, 2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Current deferred income taxes:

 

 

 

 

 

 

 

Inventory costs not currently deductible for tax purposes

 

$

180,505

 

$

161,361

 

$

128,094

 

Provision for doubtful accounts not currently deductible for tax purposes

 

42,119

 

42,119

 

11,487

 

Vacation accrual not currently deductible for tax purposes

 

87,370

 

87,370

 

84,992

 

Accrued interest not currently deductible for tax purposes

 

 

 

336,986

 

Difference in book and tax basis of investments

 

 

 

194,314

 

Lease expenses not currently deductible

 

128,944

 

274,588

 

 

Contract receivables

 

(1,959,135

)

(1,658,473

)

(2,562,257

)

Deferred revenue

 

2,208,340

 

1,915,645

 

2,702,387

 

 

 

 

 

 

 

 

 

Total current deferred income tax asset

 

$

688,143

 

$

822,610

 

$

896,003

 

 

 

 

 

 

 

 

 

Long-term deferred income taxes:

 

 

 

 

 

 

 

Impairment costs valuation adjustment not currently deductible for tax purposes

 

$

1,529,522

 

$

1,529,609

 

$

 

Depreciation and amortization not currently deductible for book purposes

 

(943,240

)

(959,899

)

(693,823

)

Consulting expense not currently deductible for tax purposes

 

179,494

 

219,652

 

243,575

 

 

 

 

 

 

 

 

 

Total long-term deferred income tax asset (liability)

 

$

765,776

 

$

789,362

 

$

(450,248

)

 

13



 

8.                      COMMITMENTS AND CONTINGENCIES

 

The Company leases certain warehouse retail space, vehicles, and other operating assets under noncancellable operating leases that expire at various dates through 2016. The rent expense for the period ended September 30, 2004 and the years ended December 31, 2003, 2002, and 2001 was $387,777, $518,581, $424,005, and $390,785, respectively. The following is a schedule of future minimum rental payments required under the operating leases as of December 31, 2003:

 

Year Ended December 31,

 

 

 

 

 

 

 

2004

 

$

544,984

 

2005

 

633,686

 

2006

 

541,100

 

2007

 

421,181

 

2008

 

411,945

 

2009

 

365,230

 

Thereafter

 

1,636,800

 

 

The Company is subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have a material adverse effect on the combined financial position or results of operations of the Company.

 

9.                      RETIREMENT PLAN

 

Employees who have completed three months of continuous service, worked at least 1,000 hours during the plan year, and are age 21 or older are eligible to participate in the Elvis Presley Enterprises, Inc. and Affiliates 401(k) Plan. Employees may enter the plan on either January 1 or July 1 after they have met the eligibility requirements and may contribute a maximum of 15% of their salary. The Company matches 100% on the first 3% and 50% on the next 2% an employee contributed to the Plan. The Company’s matching contribution for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002, and 2001 is $196,614, $274,179, $203,972, and $273,944, respectively. The Company may contribute a secondary matching contribution at its discretion. During 2003, 2002, and 2001, the Company made no additional contributions.

 

10.               LEGAL MATTERS

 

In accordance with industry practice, the Company has exercised the right of audit in relation to royalties paid by Elvis Presley’s record company for the periods 1997 through 2002. A claim has been filed with the record company for additional royalties to be paid. Should the Company prevail in its efforts to collect the amounts claimed, the gain could be material to future years’ results. Management makes no representation as to the timing of the receipt of this gain contingency.

 

14



 

11.               SEGMENT AND RELATED INFORMATION

 

The Company applies SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. The Company has 4 reportable segments; (i) Royalties and Licensing, (ii) Graceland Operations, (iii) Hotel Operations, and (iv) Apartment Rentals. The segments have been determined based on management’s internal reporting and organization structure as described in Note 1. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment transactions have been eliminated in the combined financial statements.

 

 

 

Royalties and
Licensing

 

Graceland
Operations

 

Hotel
Operations

 

Apartment
Rentals

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external sources

 

$

9,816

 

$

18,392

 

$

3,096

 

$

1,122

 

$

32,426

 

Depreciation and amortization

 

 

 

$

494

 

$

289

 

$

115

 

$

898

 

Operating income

 

$

6,150

 

$

716

 

$

332

 

$

121

 

$

7,319

 

Inter-segment income (expense) eliminated

 

$

450

 

$

(450

)

 

 

 

 

 

 

Segment assets

 

$

7,388

 

$

19,043

 

$

5,774

 

$

4,831

 

$

37,036

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external sources

 

$

12,861

 

$

26,154

 

$

3,969

 

$

1,392

 

$

44,376

 

Depreciation and amortization

 

 

 

$

650

 

$

416

 

$

162

 

$

1,228

 

Operating income

 

$

10,669

 

$

(542

)

$

395

 

$

268

 

$

10,790

 

Inter-segment income (expense) eliminated

 

$

1,685

 

$

(1,685

)

 

 

 

 

 

 

Segment assets

 

$

5,672

 

$

20,772

 

$

5,905

 

$

4,955

 

$

37,304

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external sources

 

$

12,575

 

$

25,807

 

$

3,894

 

$

1,368

 

$

43,644

 

Depreciation and amortization

 

 

 

$

643

 

$

328

 

$

152

 

$

1,123

 

Operating income

 

$

9,845

 

$

632

 

$

778

 

$

370

 

$

11,625

 

Inter-segment income (expense) eliminated

 

$

600

 

$

(600

)

 

 

 

 

 

 

Segment assets

 

$

6,996

 

$

25,334

 

$

5,849

 

$

4,945

 

$

43,124

 

 

15



 

 

 

Royalties and
Licensing

 

Graceland
Operations

 

Hotel
Operations

 

Apartment
Rentals

 

Total

 

Year Ended December 31, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues from external sources

 

$

9,921

 

$

22,464

 

$

3,424

 

$

1,385

 

$

37,194

 

Depreciation and amortization

 

 

 

$

649

 

$

342

 

$

148

 

$

1,139

 

Operating income

 

$

7,358

 

$

(2,218

)

$

325

 

$

539

 

$

6,004

 

Inter-segment income (expense) eliminated

 

$

600

 

$

(600

)

 

 

 

 

 

 

Segment assets

 

$

8,501

 

$

20,439

 

$

5,957

 

$

4,939

 

$

39,836

 

 

 

12.               SUBSEQUENT EVENTS

 

On December 15, 2004, the Trust entered into a definitive agreement with RFX Acquisition LLC (“RFX”), an entity controlled by Robert F.X. Sillerman, and Sports Entertainment Enterprises, Inc. (“SPEA”), a publicly traded entity in which RFX has agreed to acquire a controlling interest, to transfer an 85% ownership interest in the Presley Business in exchange for cash, common and preferred stock of SPEA, and the assumption of the Presley Business’s debt. SPEA intends to repay or defease all of the Presley Business’s outstanding debt upon consummation of the transactions described above. These transactions are expected to be completed on or about February 7, 2005.

 

* * * * * *

 

16