Out of the Picture 

When it comes to State Film-Incentive Funds, Nashville writes the script and Memphis is left scrambling for bit parts.

On a muggy Wednesday morning, Parkway Village seems suspended in amber. Rows of 1970s homes line the streets of this Southeast Memphis neighborhood — modest ranch-style houses with slightly sloping roofs all in the same brown hue.

In the 1970s, "Quarry" might have lived here. In 2013, Quarry might have been filmed here.

But the Vietnam vet-turned-sniper and the title character of Quarry, one of HBO/Cinemax's new series hopefuls, is nowhere in sight. Absent, too, are the show's cameras, director, location manager, producer, and extras. Instead, 19 miles south, just across the Tennessee border, Horn Lake, Mississippi, hums with preparations for filming the series pilot.

It wasn't supposed to be this way. The riverside city of Memphis, with its large swaths of gritty, not-yet-gentrified neighborhoods and time-capsule strip malls, was the first location choice for Quarry producers. But a weak Tennessee state film-incentive fund, most of which stays in Nashville, forced Memphis to go head-to-head with the competitive incentives of the state of Mississippi. Memphis lost.

Back in Parkway Village, a car sputters, backfires, and heads south.


Quarry, based on the novels of Max Allan Collins (who also wrote Road to Perdition), follows a veteran whose rocky return from Vietnam in 1973 drives him into a life of contract killing. The premise is a dark and seedy one, and it seemed a perfect fit for Memphis, a city with weathered architecture in abundance and a natural grit that money can't buy and other places can't fake. If all went according to plan, the pilot would be greenlighted for a series that would cash in on Collins' fan base and become for Cinemax what The Sopranos was for HBO.

Perhaps, thought Memphis and Shelby County film commissioner Linn Sitler, Quarry could be for Memphis what Nashville, the ABC series about the country music industry, has been for Nashville. "A series like this is a once-in-a-lifetime opportunity," Sitler says. "It's the kind of series you really want to knock yourself out to get."

Once HBO/Cinemax set its sights on Memphis for its filming and production base, it looked first to the Tennessee Department of Economic and Community Development (ECD), the agency wholly responsible for the disbursement of state film-incentive funds.

Since the early 2000s, the film industry has increasingly relied on film incentives such as tax breaks and cash rebates from state governments, which have been eager to lure productions. In the 1980s and 1990s, producers were swayed by deal-sweeteners that now seem quaint: city services, free office space, and police protection. This was a world in which Memphis thrived. Now, cash is king, and film production outside of Hollywood is increasingly dominated by states with competitive film-incentive programs, such as Louisiana, New Mexico, and Georgia. Tennessee has invested comparatively little in its film-incentive program since the program's inception in 2006. And since the state requires that rebates only apply toward in-state purchases and hires, it has fallen off the radar for many production companies.

With Memphis as its creative first choice, HBO/Cinemax tried its luck with Tennessee's film-incentive program anyway. According to the ECD, HBO/Cinemax initially requested the state commit incentives for Quarry's pilot and the six-season series they hoped would follow. For the pilot and potential first year of production, HBO/Cinemax sought $13.5 million in incentives and parity with Mississippi's incentive program. Though Tennessee does not offer incentives for out-of-state cast, crew, and purchases the way Mississippi does, perhaps the ECD would be able to broker a competitive deal. Instead, the ECD turned HBO/Cinemax down.

"We were really disappointed," Sitler says. "We hoped [the state] would negotiate with HBO/Cinemax."

With only $2 million guaranteed recurrent annual funds in Tennessee's film-incentive fund, asking for $13.5 million to base Quarry in Memphis might have seemed like an exercise in futility. However, in January, the legislature voted to add around $11.25 million to the state film-incentive fund, bringing the total of the fund to a little more than $13 million.

In an email exchange with state officials, Sitler suggested that the ECD make Quarry the same offer for its first season that had been made for Nashville's first season — around $9 million. With approximately $13 million available in the incentive fund, the hope was that HBO/Cinemax might be convinced to base Quarry's production in Memphis.

As it turns out, however, the $11.25 million in the film-incentive coffers was already earmarked for another production. Governor Bill Haslam, whose close personal adviser, Tom Ingram, is a lobbyist for Gaylord Entertainment, the production company behind the Nashville series, had set aside those funds for season two of Nashville. When asked if the $11.25 million special appropriation from the legislature was ever open to competitive applications from other film projects in the state, Clint Brewer of the ECD said no.

"The second season was picked up, and the money was put in the budget. The department's view on the series Nashville is that it was a unique branding opportunity for the state," Clint Brewer says. "The department's view is that it's a good return on investment and that it's marketing and branding for the state that you really couldn't buy. It's an hour-long commercial for the state."

Since headquartering in Memphis was no longer an option for HBO/Cinemax, the company opted to base the production of Quarry in north Mississippi. For certain key shots, cast and crew would spend about three to four days filming in Memphis. The ECD agreed to spend $85,250 to incentivize those days of shooting.

Mark Norris, a Tennessee senator from Collierville who has spent the last seven years lobbying to create and maintain the state's film-incentive fund, says he respects the administration's "healthy skepticism" about incentivizing out-of-state workers. Still, the state's unwillingness to negotiate with HBO/Cinemax is a sore point.

"We lost out to Mississippi," he says, "because I don't think we ever really competed for [Quarry]."


Getting turned down for features and network television series is not a new phenomenon in this corner of the state. Since the incentive program began in 2006, Memphis has watched as films and series set in Memphis, such as The Blind Side and Memphis Beat, filmed in Georgia or Louisiana, invoking the name and history of Memphis without actually setting up a camera here.

"We're on our third show now," says Craig Brewer, longtime advocate for Memphis' film industry and the filmmaker behind Hustle & Flow, Black Snake Moan, and, most recently, Footloose. "We're on our third show that is going to be filmed somewhere else that's supposed to take place in Memphis, Tennessee. One of which was called Memphis Beat."

Another — Hellcats — was a 2010 CW comedy-drama about cheerleaders set in Memphis and filmed in Vancouver. In one particularly painful scene, two characters sit on the dock of what is supposed to be the Mississippi River — with a mountain range looming in the background.

Even more startling is how Tennessee's film incentives have been distributed. Since 2006, about $23 million has been doled out or committed to productions across the state. Projects in East Tennessee have received roughly $2,500,000. Projects in West Tennessee have received $1,080,000. Middle Tennessee projects have received around $19,400,000.

"It's really no different than companies that apply for incentives to create jobs," says Clint Brewer of the ECD, whose grants and loans committee determines which projects receive incentives. "The private sector dictates where they want to locate. We don't favor one town or city or region over another."

Craig Brewer, an advisory board member for the Tennessee Film, Entertainment, and Music Commission, who is quick to confirm his support for the Nashville series, nevertheless questions the disparity between Middle Tennessee's incentive funding versus that of the rest of the state.

"Nashville's a big city. It's a big show-biz town. If nobody was coming [to Memphis] to ask to do their shows here in town, I wouldn't be complaining," Craig Brewer says. "But it seems like every one of our shows doesn't get incentivized and every one of theirs does. Is it because of luck? I don't know. But somehow, someone is deciding to work with producers to get [Nashville's] shows going."

If this sounds like sour grapes, perhaps Brewer's struggle to get Footloose filmed in Memphis could explain the hard feelings. When Paramount greenlighted Brewer's pitch to remake the 1984 classic, Brewer presented three stipulations for taking on the project. The first two involved selecting certain members of his team, and the third requirement was that it be filmed in Memphis.

"The studio said, 'If you can keep the budget at $25 million, we'll meet all those parameters,'" Brewer says. So he set about working with then state film commissioner Perry Gibson to create a package of film incentives that would keep Paramount happy and bring the production of Footloose to Memphis.

"Gibson had the discretion to go into the fund to procure a production coming here," Brewer says. "When the budget came in on Footloose, it was over $25 million, and the studio was not interested in cutting the script. [The studio] said, 'Wait a minute. [We're] looking at a budget that puts this in Atlanta, Georgia, for under $25 million.'"

Brewer looked to Gibson to negotiate with Paramount. Under former governor Phil Bredesen's administration, the film-incentive fund had been stocked with $20 million for luring in just such large studio productions. Gibson had agreed to a certain amount of incentives, but, according to Brewer, was about $1.8 million short of what Georgia was offering.  

The Tennessee Film, Entertainment, and Music Commission would not negotiate any further. Footloose went to Atlanta, and the film commission ended the year with a hefty surplus, which later, according to sources close to the state commission, went to fund the pilot and first season of Nashville.

"The money was there to make Footloose. But someone decided, 'No, we're not going to cave. Those parameters can't be met. We've been flexible here and there, but we can't be flexible anymore,'" Brewer says. "Then I found out the numbers on the Hannah Montana movie."

Hannah Montana: The Movie, partially filmed in Nashville in 2008 and starring Miley Cyrus, was a highly publicized feather in the cap of the Tennessee Film, Entertainment, and Music Commission, which lobbied hard for the $28 million Walt Disney Pictures production to be filmed in-state. In fact, the state seemed to bend over backward to keep the production from going to Louisiana, according to a June 2008 article in The Tennessean.

For Hannah Montana, Gibson agreed to incentivize non-Tennessee crew, a sensitive practice for which Gibson was later blasted in a 2013 "Performance Audit" by the Tennessee Treasury. Incentivizing out-of-state cast and crew and playing fast and loose with in-state headquarters requirements is, according to the ECD, verboten in their incentive rules. At the time, however, such allowances were used as bargaining chips, at the discretion of the film commissioner. Gibson took full advantage, incentivizing out-of-state hires as well as the wages for the Cyrus family, despite their questionable status as Tennessee residents.

In addition to mismanagement and poor administrative oversight of the film-incentive program, the 2013 audit of the Tennessee Film, Entertainment, and Music Commission found that Gibson had not disclosed that her husband, entertainment lawyer Kenneth Kraus, was affiliated with a law firm involved with at least three productions that received incentive payments. "This represents a serious concern about the proper disclosure of conflicts of interest by film commission staff," the audit read. Gibson was ousted as film commissioner in 2011 and replaced with Bob Raines. At the same time, decision-making power was shifted away from the film commissioner to the ECD.

"Gibson was criticized for going above and beyond to get [Hannah Montana], which I don't fault her for," Craig Brewer says. "The problem for me is that Memphis mayor A C Wharton called up [about Footloose] and said, 'We need this movie. We haven't had a movie in so long. It's our filmmaker; he wrote it specifically to be here. But there was really no one being an advocate for us in the circles that could move that."


Since it was established in 2006, Tennessee's film-incentive fund has been steadily diminishing, whittled down from its initial $20 million funding level to $2 million in annual guaranteed funding. By comparison, Mississippi offers up to $20 million each year in film incentives. Georgia and Louisiana have no annual cap on the amount of film incentives they can distribute. All three states are considered highly competitive by the film industry.

"To give you some perspective, I made Hustle & Flow. It came out in 2005, and Atlanta was nowhere on the map. No one was thinking about Atlanta," Brewer says, remembering a time before Georgia's incentive program became one of the top programs in the country. "But a lot of people who worked on Footloose with me never went back to Los Angeles. My crew went from Footloose to Fast Five and then immediately to another movie. Some of them are still [in Atlanta]. Somebody made the right decision, and that city is making money because the industry is there."

And while Louisiana, Georgia, and Mississippi benefit from incentivizing out-of-state workers whose wages can be taxed by the state, Tennessee has no state income tax. But with a 5 percent sales tax on food and a 7 percent tax on everything else, the state stands to gain revenue nonetheless.

Other states with no income tax have found ways to stay competitive. In 2010, Florida put aside $296 million worth of film-incentive tax credits through June 30, 2016, much of which was used to lure television shows such as The Glades and Burn Notice. Extra incentives were made available for productions that shoot in the off-season or take place in an "underutilized region."

"It's our view that the way we've got the [incentive] program set now is acceptable," Clint Brewer says. "I do not believe you will see Tennessee move toward the kind of large film funds that Georgia and Louisiana and states like that have. We think there's a better return on investment trying to invest in the local industry."

Craig Brewer can point to myriad ways filming in Tennessee boosts the local economy and film industry, whether or not out-of-state workers receive incentives.

"If [the state] had incentivized [The Blind Side], we would have had teamsters, builders, electricians, local crew, actors, actresses. Plus the movie took place in Memphis, Tennessee," he says. "It was a Memphis story. If the movie took place here, Memphians would have had work."

"They would have been spending money on accommodations, groceries for catering, office equipment and furniture, construction supplies, rental cars, gasoline, airline tickets from local travel agencies, production equipment, and wardrobe supplies," Sitler adds.

Without a change to the state's incentive program, north Mississippi will likely continue to get the projects Memphis cannot afford. The halcyon days of Memphis-based films such as The Firm and The People vs Larry Flynt will fade further from memory. And while the Quarry pilot continues production just across the state line and production of the second season of Nashville, fueled by around $12.5 million in new state incentives, heads into full swing in Middle Tennessee, Memphis is left looking for something bigger than a bit part.

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