1410402--3/24/2008--FX_Real_Estate_&_Entertainment

related topics

{stock, price, operating}

{cost, contract, operation}

{stock, price, share}

{customer, product, revenue}

{interest, director, officer}

{personnel, key, retain}

{acquisition, growth, future}

{control, financial, internal}

{regulation, change, law}

{debt, indebtedness, cash}

{property, intellectual, protect}

{product, market, service}

{product, liability, claim}

{cost, regulation, environmental}

{condition, economic, financial}

{investment, property, distribution}

Even if we are able to raise additional financing, we might not be able to obtain it on terms that are not unduly expensive or burdensome to us or disadvantageous to our existing stockholders. Failure to comply with the terms of our secured credit facilities may lead to acceleration of indebtedness and foreclosure on the collateral securing our indebtedness, including the Park Central site. Our independent registered public accounting firm has rendered a report expressing substantial doubt as to our ability to continue as a going concern. Because the historical financial statements and financial information of our predecessors are not representative of our business plans going forward or indicative of our planned future operating and financial results, they should not be relied upon. We have no operating history with respect to our proposed business, so it will be difficult for investors to predict our future success. Because we may be entirely dependent upon a limited number of properties for all of our cash flow, we will be subject to greater risks than a company with more operating properties. We are dependent upon the continued popularity of Elvis Presley and Muhammad Ali and attractions featuring their names, images and likenesses which may, over time, decline in popularity. The concentration of ownership of our capital stock with our affiliates will limit your ability to influence corporate matters. There are conflicts of interest in our relationship with 19X, CKX and their respective affiliates, which could result in decisions that are not in the best interests of our stockholders. There are conflicts of interest in our relationship with Flag Luxury Properties and its affiliates, which could result in decisions that are not in the best interests of our stockholders. We have potential business conflicts with certain of our executive officers because of their relationships with CKX, 19X and/or Flag Luxury Properties and their ability to pursue business activities for themselves and others that may compete with our business activities. We have entered into a number of related party transactions with CKX and Flag Luxury Properties and their affiliates and may do so in the future, on terms that some stockholders may consider not to be in their best interests. Our intellectual property rights may be inadequate to protect our business. If we lose the services of our key personnel, including Robert F.X. Sillerman, Paul Kanavos, Barry Shier and certain other executives of CKX, our business would suffer. The termination of the shared services agreement with CKX could materially adversely affect our business. Our business may be harmed if we are not able to hire and retain enough additional management and other personnel to manage our growth. Our executive officers will be free to compete against us upon termination of their employment. Terrorism and the uncertainty of war, as well as other factors affecting discretionary consumer spending, may harm our future operating results. We are subject to environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities. Our hotel development, including our proposed Park Central site redevelopment and the Graceland hotel(s), are subject to timing, budgeting and other risks which could materially adversely affect our business. Our subsidiaries will need to recruit a substantial number of new employees before our Las Vegas and Memphis project(s) open, which they may or may not be able to do, and these employees may seek unionization, either of which could materially adversely affect our financial performance. We continue to explore opportunities to develop additional related businesses that could have an adverse impact on our business if unsuccessful. We continue to need to enhance our internal controls and financial reporting systems to comply with the Sarbanes-Oxley Act of 2002 Risks Associated with Redevelopment of the Park Central Site The failure of our redeveloped Park Central site to compete effectively against other casino and hotel facilities in Las Vegas and elsewhere could adversely affect our revenues and harm our financial condition. Our ability to realize the full value of the Park Central site may be limited by our inability to develop certain parcels in a timely enough fashion or on a cost effective basis because of several existing long-term commercial leases. There are significant risks associated with major construction projects that may substantially increase the costs of the redevelopment or prevent completion of our redevelopment plans on schedule. Simultaneous redevelopment of our Park Central site and construction of an Elvis Presley-themed hotel in Memphis may negatively effect our business and operations by stretching management time and resources. Our business will be subject to extensive state and local regulation, and licensing and gaming authorities have significant control over our operations, which could have a negative effect on our business. In the event that any of our senior executives, directors or key employees are unable to obtain a gaming license and approval from the Nevada Gaming Authorities, they will be terminated, and we will not benefit from their experience and expertise. Our casino business is expected to rely on customers to whom we may extend credit, and we may not be able to collect gaming receivables from our credit players. Risks Related to Our Common Stock Substantial amounts of our common stock and other equity securities could be sold in the near future, which could depress our stock price. We do not anticipate paying cash dividends on our common stock in the foreseeable future, and the lack of dividends may have a negative effect on our stock price. Our issuance of additional shares of our common stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights.

Full 10-K form ▸

1410402--3/24/2008--FX_Real_Estate_&_Entertainment_Inc.