Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Nov. 30, 2013 | Jan. 10, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'PREMIER EXHIBITIONS, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--02-28 | ' |
Entity Common Stock, Shares Outstanding | ' | 49,041,031 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000796764 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Nov-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current period unaudited) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,996 | $6,393 |
Certificates of deposit and other investments | 407 | 407 |
Accounts receivable, net of allowance for doubtful accounts of $325, respectively | 1,573 | 1,370 |
Merchandise inventory, net of reserve of $50 and $25, respectively | 1,319 | 1,205 |
Deferred income taxes | 8 | 8 |
Income taxes receivable | 243 | 167 |
Prepaid expenses | 2,323 | 1,177 |
Other current assets | 348 | 562 |
Total current assets | 10,217 | 11,289 |
Artifacts owned, at cost | 2,906 | 2,933 |
Salvor's lien | 1 | 1 |
Property and equipment, net of accumulated depreciation of $18,979 and $17,333, respectively | 9,990 | 9,280 |
Exhibition licenses, net of accumulated amortization of $5,808 and $5,664, respectively | 1,890 | 2,034 |
Film, gaming and other application assets, net of accumulated amortization of $944 and $475, respectively | 2,389 | 2,858 |
Other receivables, net of allowance for doubtful accounts of $819 and $574, respectively | ' | 34 |
Goodwill | 250 | 250 |
Future rights fees, net of accumulated amortization of $329 and $0, respectively | 4,051 | 4,380 |
Restricted assets | ' | 3,618 |
Long-term exhibition costs | 138 | 843 |
Subrogation rights | 250 | 250 |
Total Assets | 32,082 | 37,770 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 4,049 | 4,146 |
Income taxes payable | ' | 175 |
Deferred revenue | 2,798 | 2,363 |
Current portion of capital lease obligations | 40 | 24 |
Current portion of notes payable, net of discount of $47 and $362, respectively | 124 | 5,080 |
Total current liabilities | 7,011 | 11,788 |
Long-Term liabilities: | ' | ' |
Lease abandonment | 1,559 | 1,903 |
Deferred income taxes | 8 | 8 |
Long-term portion of capital lease obligations | 71 | 83 |
Long-term portion of notes payable, net of discount of $222 and $340, respectively | 1,358 | 2,629 |
Total long-term liabilities | 2,996 | 4,623 |
Shareholders' equity: | ' | ' |
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 48,987,206 and 49,072,364 shares, respectively; outstanding 48,985,197 and 49,070,355 shares, respectively | 5 | 5 |
Additional paid-in capital | 53,743 | 53,807 |
Accumulated deficit | -34,240 | -34,916 |
Accumulated other comprehensive loss | -462 | -471 |
Less treasury stock, at cost; 2,009 shares | -1 | -1 |
Equity Attributable to Shareholders of Premier Exhibitions, Inc. | 19,045 | 18,424 |
Equity Attributable to Non-controlling interest | 3,030 | 2,935 |
Total liabilities and shareholders' equity | $32,082 | $37,770 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current period unaudited) (Parentheticals) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $325 | $325 |
Merchandise inventory, reserve | 50 | 25 |
Property and equipment, accumulated depreciation | 18,979 | 17,333 |
Film, gaming and other application assets, net of accumulated amortization | 944 | 475 |
Other receivables, net of allowance for doubtful accounts | 819 | 574 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in Shares) | 65,000,000 | 65,000,000 |
Common stock, shares issued (in Shares) | 48,987,206 | 49,072,364 |
Common stock, shares outstanding (in Shares) | 48,985,197 | 49,070,355 |
Treasury stock, shares (in Shares) | 2,009 | 2,009 |
Current [Member] | ' | ' |
Notes payable, discount | 47 | 362 |
Non-Current [Member] | ' | ' |
Notes payable, discount | 222 | 340 |
Licensing Agreements [Member] | ' | ' |
Accumulated amortization | 5,808 | 5,664 |
Contractual Rights [Member] | ' | ' |
Accumulated amortization | $329 | $0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income/ (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Revenue: | ' | ' | ' | ' |
Exhibition revenue | $5,003 | $5,453 | $17,822 | $25,024 |
Merchandise revenue | 1,201 | 2,209 | 4,766 | 7,108 |
Management fee | 188 | 250 | 563 | 611 |
Licensing fee | ' | ' | ' | 59 |
Total revenue | 6,392 | 7,912 | 23,151 | 32,802 |
Cost of revenue: | ' | ' | ' | ' |
Exhibition costs | 3,565 | 3,559 | 9,737 | 12,206 |
Cost of merchandise sold | 477 | 863 | 1,767 | 2,646 |
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 4,042 | 4,422 | 11,504 | 14,852 |
Gross profit | 2,350 | 3,490 | 11,647 | 17,950 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 3,234 | 3,304 | 9,870 | 11,476 |
Depreciation and amortization | 1,085 | 918 | 3,068 | 2,649 |
Gain on note payable fair market value adjustment | -2,414 | ' | -2,414 | ' |
Write-off of assets | 798 | ' | 798 | ' |
(Gain)/loss on disposal of assets | 3 | ' | -71 | ' |
Contract and legal settlements | ' | ' | -297 | ' |
Total operating expenses | 2,706 | 4,222 | 10,954 | 14,125 |
Income/(loss) from operations | -356 | -732 | 693 | 3,825 |
Interest expense | -66 | -211 | -303 | -543 |
Gain on debt modification | ' | 10 | ' | 81 |
Other income | 71 | 3 | 218 | 20 |
Income/(loss) before income taxes | -351 | -930 | 608 | 3,383 |
Income tax expense/(benefit) | -163 | 49 | -163 | 277 |
Net income/(loss) | -188 | -979 | 771 | 3,106 |
Less: Net (income)/loss attributable to non-controlling interest | -45 | 149 | -95 | -58 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -233 | -830 | 676 | 3,048 |
Net income/(loss) per share: | ' | ' | ' | ' |
Basic income/(loss) per common share (in Dollars per share) | $0 | ($0.02) | $0.01 | $0.06 |
Diluted income/(loss) per common share (in Dollars per share) | $0 | ($0.02) | $0.01 | $0.06 |
Shares used in basic per share calculations (in Shares) | 49,234,187 | 48,029,592 | 49,284,177 | 47,988,433 |
Shares used in diluted per share calculations (in Shares) | 49,234,187 | 48,029,592 | 49,433,927 | 49,094,927 |
Comprehensive income/(loss) | ($224) | ($830) | $684 | $3,055 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $771 | $3,106 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 3,068 | 2,649 |
Lease abandonment | -344 | -439 |
Gain on note payable fair market value adjustment | -2,414 | ' |
Write-off of assets | 798 | ' |
Gain on debt modification | ' | -81 |
Stock-based compensation | 285 | 649 |
Allowance for doubtful accounts | 245 | 288 |
Amortization of debt discount | 296 | 540 |
Gain on disposal of assets | -71 | ' |
Changes in operating assets and liabilities, net of effect of acquisitions: | ' | ' |
Increase in accounts receivable | -203 | -296 |
Increase in merchandise inventory, net of reserve | -114 | -260 |
Increase in prepaid expenses | -1,514 | -352 |
(Increase)/decrease in other assets | 214 | -78 |
(Increase)/decrease in income taxes receivable | -76 | 91 |
Increase in other receivables | -211 | -273 |
(Increase)/decrease in long-term development costs | 71 | -160 |
Decrease in accounts payable and accrued liabilities | -97 | -364 |
(Decrease)/increase in deferred revenue | 435 | -164 |
(Decrease)/increase in income taxes payable | -175 | 153 |
Total adjustments | 193 | 1,903 |
Net cash provided by operating activities | 964 | 5,009 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -2,970 | -545 |
Proceeds from disposal of assets | 74 | ' |
Acquisition of assets of Exhibit Merchandising, LLC | ' | -125 |
Decrease in artifacts | 27 | 47 |
Net cash used in investing activities | -2,869 | -623 |
Cash flows from financing activities: | ' | ' |
Proceeds from option and warrant exercises | 185 | 136 |
Purchases of treasury stock | -534 | -96 |
Payments on capital lease obligations | -22 | -2 |
Payments on notes payable | -130 | -625 |
Net cash used in financing activities | -501 | -587 |
Effects of exchange rate changes on cash and cash equivalents | 9 | 7 |
Net increase/(decrease) in cash and cash equivalents | -2,397 | 3,806 |
Cash and cash equivalents at beginning of period | 6,393 | 2,344 |
Cash and cash equivalents at end of period | 3,996 | 6,150 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for interest | 330 | 52 |
Cash paid during the period for taxes | 88 | 33 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Unrealized loss on marketable securities | 1 | ' |
Assets purchased with notes payable and equity in Premier Management, LLC | ' | 14,451 |
Purchases of property and equipment under capital leases | $26 | $115 |
Note_1_Background_and_Basis_of
Note 1 - Background and Basis of Presentation | 9 Months Ended |
Nov. 30, 2013 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Background and Basis of Presentation | |
Description of Business | |
Premier Exhibitions, Inc. and subsidiaries (the “Company” or “Premier”) is in the business of presenting to the public museum-quality touring exhibitions around the world. Since our establishment, we have developed, deployed and operated unique exhibition products that are presented to the public in exhibition centers, museums and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales. | |
Titanic Ventures Limited Partnership (“TVLP”), a Connecticut limited partnership, was formed in 1987 for the purpose of exploring the wreck of the Titanic and its surrounding oceanic areas. In May of 1993, R.M.S. Titanic, Inc. (“RMST”) entered into a reverse merger under which RMST acquired all of the assets and assumed all of the liabilities of TVLP and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a wholly-owned subsidiary. Additional wholly-owned subsidiaries were established in order to operate the various domestic and international exhibitions of the Company. | |
Our exhibitions regularly tour outside the United States of America (“U.S.”). Approximately 7% of our revenues for the three months ended November 30, 2013 compared with 1% for the three months ended November 30, 2012 resulted from exhibition activities outside the U.S. Approximately 7% of our revenues for the nine months ended November 30, 2013 compared with 3% for the nine months ended November 30, 2012 resulted from exhibition activities outside the U.S. Many of our financial arrangements with our international trade partners are based upon the U.S. dollar which limits the Company’s exposure to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring. | |
Corporate Structure | |
Our business has been divided into an exhibition management division and a content division. The content division is the Company’s existing subsidiary, RMST, which holds all of the Company’s rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Company’s possession, as well as all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship. | |
We formed the entity, Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations (exhibition management division). This currently includes the operation and management of our Bodies, Titanic, Real Pirates, and Pompeii exhibitions. PEM will also pursue “fee for service” arrangements to manage exhibitions based on content owned or controlled by third parties. | |
On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco”), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce. The Company will operate any such additional properties through its exhibition management subsidiary. | |
On July 12, 2012 the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand. As part of the acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to “Tutankhamun and the Golden Age of the Pharaohs”, “Cleopatra: The Exhibition” and “Real Pirates”. These merchandising rights are operated under our Premier Merchandising, LLC subsidiary which is included in our Exhibition Management segment. | |
The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Management and Content Management (RMS Titanic”). | |
Basis of Presentation | |
When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting. Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of November 30, 2013, our results of operations for the three and nine months ended November 30, 2013 and 2012 and cash flows for the nine months ended November 30, 2013 and 2012. The data in the consolidated balance sheet as of February 28, 2013 was derived from our audited consolidated balance sheet as of February 28, 2013, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013. The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions. Our operating results for the nine months ended November 30, 2013 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2014 (“fiscal 2014”). | |
Significant Accounting Policies | |
For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2013 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2013 Annual Report on Form 10-K. | |
Operating Leases | |
We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use. | |
For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations. | |
For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates. | |
Note_2_Income_Loss_Per_Share_D
Note 2 - Income (Loss) Per Share Data | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
2. Income/(Loss) Per Share Data | |||||||||||||||||
Basic per share amounts exclude dilution and are computed using the weighted average number of common shares outstanding for the period. Diluted per share amounts reflect the potential reduction in earnings per share that could occur if equity based awards were exercised or converted into common stock, unless the effects are anti-dilutive (i.e., the exercise price is greater than the average market price of the common shares). Potential common shares are determined using the treasury stock method and include common shares issuable upon exercise of outstanding stock options and warrants. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income/(loss) per share. Since the three month periods ended November 30, 2013 and 2012 resulted in a net loss the impact of dilutive effects of stock options was not added to the weighted average shares. | |||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income/(loss) attributable to shareholders (in thousands) | $ | (233 | ) | $ | (830 | ) | $ | 676 | $ | 3,048 | |||||||
Denominator: | |||||||||||||||||
Basic weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,284,177 | 47,988,433 | |||||||||||||
Effect of dilutive stock options and warrants | - | - | 149,750 | 1,106,494 | |||||||||||||
Diluted weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,433,927 | 49,094,927 | |||||||||||||
Net income/(loss) per share: | |||||||||||||||||
Basic | $ | 0 | $ | (0.02 | ) | $ | 0.01 | $ | 0.06 | ||||||||
Diluted | $ | 0 | $ | (0.02 | ) | $ | 0.01 | $ | 0.06 | ||||||||
Equity based awards not included in the per share computation because the option exercise price was greater than the average market price of the common shares are reflected in the following table. | |||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Warrants | - | 6,000 | - | 6,000 | |||||||||||||
Stock options | 911,663 | 1,145,032 | 361,663 | 1,145,032 | |||||||||||||
Total | 911,663 | 1,151,032 | 361,663 | 1,151,032 | |||||||||||||
Note_3_Total_Comprehensive_Inc
Note 3 - Total Comprehensive Income (Loss) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Comprehensive Income (Loss) Note [Text Block] | ' | ||||||||||||||||
3. Total Comprehensive Income/(Loss) | |||||||||||||||||
The following table provides a summary of total comprehensive income/(loss) for the applicable periods (in thousands): | |||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (233 | ) | $ | (830 | ) | $ | 676 | $ | 3,048 | |||||||
Other comprehensive income/(loss): | |||||||||||||||||
Unrealized gain/(loss) on marketable securities | 1 | - | (1 | ) | - | ||||||||||||
Net foreign currency translation gain | 8 | - | 9 | 7 | |||||||||||||
Total comprehensive income/(loss) | $ | (224 | ) | $ | (830 | ) | $ | 684 | $ | 3,055 | |||||||
Note_4_Assets_Related_to_2010_
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | ' | ||||||||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Text Block] | ' | ||||||||
4. Assets Related to 2010 Expedition to Titanic Wreck Site | |||||||||
During August and September 2010, our wholly owned subsidiary RMST, as Salvor-In-Possession of the RMS Titanic (the “Titanic”) and its wreck site, conducted an expedition to the Titanic wreck site. | |||||||||
We have capitalized $4.5 million of costs related to the expedition which have been allocated to specific assets as reflected in the following table (in thousands). | |||||||||
30-Nov-13 | 28-Feb-13 | ||||||||
3D film | $ | 1,817 | $ | 1,817 | |||||
3D exhibitry | 857 | 857 | |||||||
2D documentary | 631 | 631 | |||||||
Gaming and other application | 886 | 886 | |||||||
Expedition web point of presence | 317 | 317 | |||||||
Total expedition costs capitalized | 4,508 | 4,508 | |||||||
Less: Accumulated amortization | 944 | 475 | |||||||
Accumulated depreciation | 603 | 421 | |||||||
Expedition costs capitalized, net | $ | 2,961 | $ | 3,612 | |||||
All assets are being depreciated or amortized. The web point of presence and 3D exhibitry assets are included in Property and equipment on the Condensed Consolidated Balance Sheets. The 3D film, 2D documentary, gaming and other application assets are included in Film, gaming and other application assets on the Condensed Consolidated Balance Sheets. | |||||||||
Note_5_Notes_Payable_and_Capit
Note 5 - Notes Payable and Capital Lease Obligations | 9 Months Ended |
Nov. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
5. Notes Payable | |
On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed exhibition (Titanic: The Experience or “TTE”) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, “Worldwide”). Pursuant to the Agreement, the Company purchased the assets of the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide directly a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by Worldwide, totaling $720 thousand, which the Company will pay over a four-year period. Based upon an interest rate of 7.6% the net present value of these payments was approximately $1,377 thousand as of the date of the transaction. | |
On June 29, 2012, the Asset Purchase Agreement was amended to accelerate certain payments to Worldwide. To induce the Company into this agreement, Worldwide agreed to forgive one payment of $90 thousand. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $71 thousand. | |
On November 26, 2012, the Asset Purchase Agreement was amended to accelerate the final payment to Worldwide. To induce the Company into this agreement, Worldwide agreed to reduce the final payment by approximately $12 thousand. The final payment was also reduced by approximately $6 thousand to repay accounts receivable owed to the Company. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $10 thousand. The final payment of $62 thousand was made to Worldwide in December 2012. | |
As of November 30, 2013, the short-term portion of the note payable was $0 and the long-term portion was $172 thousand. The long-term portion currently payable relates to rental and other arrearages payable on behalf of Worldwide. | |
On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded the note at $16.4 million. The increase from $14.2 million to $16.4 million was primarily attributable to prepaid licenses and expenses paid by Arts and Exhibition International, LLC that were added to the note balance. The book value of the note was subsequently reduced by $3.7 million for the amount that is not expected to be repaid based upon the terms of the note related to the expected future cash flows of the exhibitions and $1.3 million to discount the note to its net present value at an imputed interest rate of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. During the fiscal second quarter of 2014, a payment of $4.1 million was made to AEG Live, LLC from the restricted accounts held by the Company. These payments are made from cash accounts managed but not owned by the Company and are required to be paid to AEG Live, LLC based upon the purchase agreement terms. During the third quarter of fiscal 2014, the Company, using Level 3 inputs based upon Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), updated the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payment to AEG Live, LLC based upon the note agreement. As a result of this review, the note payable was reduced by $2.4 million to reflect the updated estimated future payments under the note agreement. This amount is included in the condensed consolidated statement of comprehensive income/loss as a gain on note payable fair market value adjustment. In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees are not impaired as of November 30, 2013. As of November 30, 2013, the balance sheet reflects the short-term portion of the note payable at $124 thousand and the long-term portion at $1.2 million, including accrued interest. | |
Note_6_Capital_Stock_and_Stock
Note 6 - Capital Stock and Stock-Based Compensation | 9 Months Ended |
Nov. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
6. Capital Stock and Stock-Based Compensation | |
On June 17, 2013, the Company announced that the Board of Directors approved a stock repurchase authorization pursuant to which the Company may repurchase up to 1.5 million shares of outstanding common stock. The authorization will terminate on the date the full number of authorized shares have been repurchased or when otherwise terminated by the Board of Directors. The Company may repurchase shares of its common stock on the open market at times and prices considered appropriate by the Board of Directors and management. Repurchasing will take place through brokers and dealers and may be made under a Rule 10b5-1 plan. As of November 30, 2013, the Company has repurchased 387,307 shares at an average price of $1.31, excluding commissions, pursuant to the terms of this plan. | |
Our non-employee directors, employees and consultants are eligible to participate in the 2009 Equity Incentive Plan, as Amended, which provides for a full range of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, dividend equivalents, and other awards relating to shares of our common stock. The awards are payable in shares, in cash, in a combination of shares and cash, or by any other method determined by our Compensation Committee. | |
On July 13, 2013, the Company’s Chief Executive Officer and President received 150,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, pursuant to the terms of employment agreement. These options will vest in equal annual amounts of 50,000 and are exercisable at $1.78 per share. | |
On July 13, 2013, the Company’s Chief Financial Officer and Chief Operating Officer received 100,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended pursuant to the terms of employment agreement. These options will vest in equal annual amounts of 33,333 and are exercisable at $1.78 per share. | |
The grant price of the stock options is $1.78, with a fair market value at the date of grant of $0.92. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.05%, a volatility rate of 68.22%, an annual dividend rate of 0%, an expected term of 4 years which is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The stock options have an expiration date of July 13, 2018. | |
On October 11, 2013, the President of Arts and Exhibitions International, LLC and Premier Exhibitions Management, LLC received 41,716 restricted stock units pursuant to the Company’s 2009 Equity Incentive Plan, as Amended, that immediately vested. These shares were granted in partial payment of a bonus earned pursuant to the President’s employment agreement. He surrendered 13,537 shares of stock worth approximately $19 thousand to satisfy his tax obligations with respect to the vesting of the restricted stock units issued. These shares were given and surrendered at an average price of $1.37 per share based upon the closing date on the day of vesting. | |
Note_7_Noncontrolling_Interest
Note 7 - Non-controlling Interest | 9 Months Ended |
Nov. 30, 2013 | |
Noncontrolling Interest [Abstract] | ' |
Noncontrolling Interest Disclosure [Text Block] | ' |
7. Non-controlling Interest | |
Arts and Exhibitions International, LLC | |
As part of its acquisition of AEI the Company granted a 10% interest in Premier Exhibition Management LLC (“PEM”) to AEG Live valued at $3.0 million at transaction date. The Company used Level 3 inputs based upon ASC 820 to value AEG Live’s interest in PEM. The Company projected the future discounted cash flow by projecting the statement of operations and the probability of achievement to determine the fair value of the assets. During the three and nine months ended November 30, 2013, the net income related to the non-controlling interest in PEM was $45 thousand and $95 thousand, respectively. During the three and nine months ended November 30, 2012, the net income (loss) related to the non-controlling interest in PEM was $(149) thousand and $58 thousand, respectively. | |
Note_8_Legal_Proceedings_and_C
Note 8 - Legal Proceedings and Contingencies | 9 Months Ended | |
Nov. 30, 2013 | ||
Disclosure Text Block Supplement [Abstract] | ' | |
Legal Matters and Contingencies [Text Block] | ' | |
8. Legal Proceedings and Contingencies | ||
Status of Salvor-in-Possession and Interim Salvage Award Proceedings | ||
The Company has been party to a salvage case titled RMS Titanic, Inc. v. The Wrecked and Abandoned Vessel, et al., in rem for nearly 20 years. The Company has served as sole salvor-in-possession of the Titanic wreck site since 1994. On August 12, 2010, the U. S. District Court for the Eastern District of Virginia (the “District Court”) issued an opinion granting a salvage award to RMST based upon the Company’s work in recovering and conserving over three thousand artifacts from the wreck of Titanic during its expeditions conducted in 1993, 1994, 1996, 1998, 2000, and 2004 (the “Post 1987 Artifacts”). The Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. The District Court reserved the right to determine whether to pay the Company a cash award from proceeds derived from a judicial sale, or in the alternative, to issue the Company an in-specie award of title to the artifacts with certain covenants and conditions which would govern their maintenance and future disposition. | ||
On August 15, 2011, the District Court granted an in-specie award of title to the artifacts to RMST for the Post 1987 Artifacts. Title to the Post 1987 Artifacts comes with certain covenants and conditions drafted and negotiated by the Company and the United States government. These covenants and conditions govern the maintenance and future disposition of the artifacts. These covenants and conditions include the following: | ||
· | The approximately 2,000 “1987 Artifacts" and the approximately 3,500 "Post 1987 Artifacts" must be maintained as a single collection; | |
· | The combined collections can only be sold together, in their entirety, and any buyer of the assets would be subject to the same conditions applicable to RMST and the purchase subject to court approval; and | |
· | RMST must comply with provisions that guarantee the long-term protection of all of the artifacts. These provisions include the creation by RMST of a reserve fund (the “Reserve Fund”). The Reserve Fund is irrevocably pledged to and held for the exclusive purpose of providing a performance guarantee for the maintenance and preservation of the Titanic collection for the public interest. The Company will pay into the Reserve Fund a minimum of twenty five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Reserve Fund equals five million dollars ($5 million). Though not required under the covenants and conditions, the Company may make additional payments into the Reserve Fund as it deems appropriate, consistent with its prior representations to the Court and sound fiscal operations. The Company established the Reserve Fund and funded it with $25 thousand during November 2011 and continues to fund it with quarterly $25 thousand payments. The current balance in the Reserve Fund is $225 thousand, including interest income. | |
During these proceedings, on July 2, 2004, the District Court also rendered an opinion and order in which it held that it would not recognize a 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition (the “1987 Artifacts”). RMST appealed the July 2, 2004 District Court order to the Appellate Court. On January 31, 2006, the Appellate Court reversed the lower court’s decision to invalidate the 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition. As a result, the Appellate Court tacitly reconfirmed that RMST owns the approximately 2,000 artifacts recovered during the 1987 expedition. These artifacts were not part of the August 2011 award, but are now subject to the covenants and conditions agreed to by the Company. | ||
Status of International Treaty Concerning the Titanic Wreck | ||
The U.S. Department of State (the “State Department”) and the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce (“NOAA”) are working together to implement an international treaty (the “Treaty”) with the governments of the United Kingdom, France and Canada concerning the Titanic wreck site. If implemented in this country, this treaty could affect the way the District Court monitors our salvor-in-possession rights to the Titanic. These rights include the exclusive right to recover artifacts from the wreck site, claim possession of and perhaps title to artifacts recovered from the site, and display recovered artifacts. Years ago we raised objections to the State Department regarding the participation of the U.S. in efforts to reach an agreement governing salvage activities with respect to the Titanic. The proposed Treaty, as drafted, did not recognize our existing salvor-in-possession rights to the Titanic. The United Kingdom signed the Treaty in November 2003, and the U.S. signed the Treaty in June 2004. For the Treaty to take effect, the U.S. must enact implementing legislation. As no implementing legislation has been passed, the Treaty currently has no binding legal effect. | ||
In August, 2011, the State Department and NOAA resubmitted draft legislation to Congress. Since that time, RMST has worked with the U.S. government to develop a number of textual modifications to this proposed implementing legislation to address the Company’s concerns. The proposed legislation has not passed and for now the legislation process has stalled. | ||
Other Litigation | ||
On February 26, 2013, the Company filed suit in the U.S. District Court for the Northern District of Georgia, Atlanta Division against Thomas Zaller and his companies, Imagine Exhibitions, Inc. and Imagine Exhibitions, PTE, LTD. Mr. Zaller is a former executive of the Company. The suit alleges that Mr. Zaller and his companies fraudulently obtained certain of the Company’s confidential and proprietary intellectual property related to the design of its Titanic exhibitions. The Company claims that Mr. Zaller and his companies unlawfully used such property in the development of their own competing Titanic exhibition which was presented this year at the Venetian Macau, and which is now being marketed around the world. In the suit, the Company makes claims against Mr. Zaller personally for conversion, breach of contract, and misappropriation of trade secrets under Georgia law. The Company makes claims against Mr. Zaller and his companies for unjust enrichment, fraud, fraudulent inducement, and trade dress violations under the Lanham Act. The Company has sued for unspecified damages. The case is still in its early stages and the outcome of the case is not readily determinable at this time. | ||
In a related matter, on April 29, 2013, the Company filed suit in the U.S. District Court for the Middle District of Florida, Jacksonville Division against Kingsmen Creatives, LTD, and Kingsmen Exhibits PTE, LTD. Kingsmen Creatives is a publicly traded Singapore based design company and is traded on the Singapore Exchange. Kingsmen Exhibits PTE, LTD. is a wholly-owned subsidiary of Kingsmen Creatives, LTD. and designs exhibition and museum properties. The Kingsmen companies partnered with Thomas Zaller and his companies in development of their competing Titanic exhibition. The Company alleges that the Kingsmen companies participated in an unlawful conspiracy with Thomas Zaller and his companies which caused injury to the Company. The Company also made claims against the Kingsmen companies for conversion, misappropriation of trade secrets under Florida law, unjust enrichment, and trade dress violations under the Lanham Act. The Company sued for unspecified damages. The court recently ruled that it lacked personal jurisdiction over Kingsmen Creatives, LTD and Kingsmen Exhibits PTE, LTD and dismissed the case. The Company has filed an appeal of this dismissal, which is pending. | ||
On April 22, 2013, Kingsmen Exhibits PTE, LTD. filed suit against the Company in the High Court of the Republic of Singapore. This suit followed extensive correspondence between the Company and the Kingsmen companies regarding the allegations of wrongdoing by the Kingsmen companies, along with their partners Thomas Zaller and his companies. Kingsmen seeks a judgment declaring that they did not violate the Singapore Copyright Act and the Singapore Trademark Act and prohibiting the Company from continuing to make claims that Kingsmen infringed the Company’s copyrights and trademarks. Kingsmen also seeks unspecified damages from the Company related to actions taken by the Company to protect its confidential and proprietary intellectual property. The case is still in its early stages and the outcome of the case is not readily determinable at this time. | ||
From time to time the Company is or may become involved in other legal proceedings that result from the operation of its exhibitions and business. | ||
Settled Litigation | ||
On July 30, 2009, Sports Immortals, Inc. and its principals, Joel Platt and Jim Platt (together, “Sports Immortals”), filed an action against the Company in the Circuit Court of the Fifteenth Judicial District in Palm Beach County, Florida for claims arising from their license agreement with the Company under which the Company obtained rights to present sports memorabilia exhibitions utilizing the Sports Immortals, Inc. collection. The plaintiffs alleged that the Company breached the contract when the Company purported to terminate it in April of 2009, and they sought fees and stock warrant agreements required under the agreement. The Company filed its answer and counterclaims on September 7, 2009. Answering the complaint, the Company denied plaintiffs’ allegations and maintained that the Sports Immortals, Inc. license agreement was properly terminated. The Company counterclaimed against the plaintiffs for breach of contract, fraudulent inducement and misrepresentation, breach of the covenant of good faith and fair dealing, and violation of Florida’s deceptive and unfair practices act. On August 16, 2011, the Company and Sports Immortals entered into a Settlement and Release Agreement (the “Agreement”). In exchange for full settlement and release of all claims of Sports Immortals, pursuant to the Agreement the Company agreed to pay $475 thousand currently, $475 thousand on the first anniversary of settlement, and to exchange certain warrants previously issued to Jim Platt and Joel Platt for warrants with an exercise price set at the market price on the date of settlement of $1.82. An expense of $6 thousand for the exchange of these warrants is included in General and administrative expenses for the year ended February 29, 2012. In third quarter of fiscal 2010, the Company accrued $167 thousand as an estimate of the cost to settle this litigation. An additional expense of $783 thousand was recorded in second quarter of fiscal 2012. The first installment of the settlement agreement of $475 thousand was paid on September 7, 2011. The remaining $475 thousand settlement payable was paid during the second quarter of fiscal 2013. | ||
In April 2011, the Company filed suit in the U.S. District Court for the Northern District of Georgia against Serge Grimaux and his companies, including Serge Grimaux Presents, Inc. and 9104-5773 Quebec, Inc. The suit alleges that Grimeaux failed to pay over $800 thousand due and owing the Company under a series of license agreements pursuant to which Mr. Grimaux and his entities presented the Company’s Titanic and human anatomy exhibitions in venues throughout Canada. The Company settled this litigation on November 10, 2011 for $375 thousand, of which $215 thousand has been received and the remainder of which is subject to collection. As of November 30, 2013 a receivable of $118 thousand net of allowance for doubtful accounts of $118 thousand is included in the Company’s accounts receivable. | ||
On August 5, 2011, the Company filed suit in the U.S. District Court for the Southern District of New York against Gunther Von Hagens and his company, Plastination Company, Inc. The suit alleged that Von Hagens and Plastination breached a settlement agreement with the Company, tortiously interfered with the Company’s business, conspired against the Company and engaged in unfair competition practices. These claims related to information Von Hagens and Plastination provided to ABC News and other third-parties about the origin of the human anatomy specimens licensed by the Company and used in its human anatomy exhibitions. The Company sued for unspecified damages. On April 23, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. The proceeds related to this settlement have been included in the first quarter of fiscal 2014 condensed consolidated statement of operations. | ||
On February 24, 2012, the Company filed suit against Dr. Hong-Jin Sui, Hoffen Global Ltd., and Arnie Geller in the Circuit Court in and for Hillsborough County, Florida. The Company alleged that Messrs. Sui and Hoffen breached certain contractual obligations relating to rights of first refusal and opportunities to match competing offers for the lease of sets of plastinated human anatomical specimens, leading to the opening of a series of exhibitions in Europe competitive with those of the Company. Mr. Geller, the Company’s former CEO, was alleged to have tortiously interfered with the Company’s contractual rights in connection with the European exhibitions. On February 15, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. | ||
On August 7, 2012, the Company filed suit against Marmargar, Inc. in the United States District Court for the Northern District of Georgia, Atlanta Division. The Company filed suit in response to a claim by Marmargar regarding amounts allegedly due Marmargar pursuant to two alleged contracts with the Company. In particular, Marmargar sought four percent of all monies received by the Company from a future sale of the Titanic artifacts. The Company denied all claims of Marmargar. In its lawsuit, the Company sought a judgment from the Court declaring that the alleged contracts were unenforceable and that the Company did not owe Marmargar any monies. The case was transferred to the United States District Court for the Eastern District of Virginia, Norfolk Division, where Marmargar has consented to jurisdiction. Marmargar filed a counterclaim seeking to enforce the two alleged contracts. On April 4, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. The expense related to this settlement was recorded in the fourth quarter of fiscal 2013. | ||
Revenue Examinations | ||
As of November 30, 2013, the Internal Revenue Service (“IRS”) completed its examination of the Company’s federal tax returns for the fiscal years ended February 28(29), 2010, 2009, 2008 and 2007, with no significant adjustments required. The tax years February 28 (29), 2013, 2012 and 2011 remain open to IRS examination. In addition to the review by the IRS, the Company is, at times, under review by various state revenue authorities. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate outcome of these actions will not have a material adverse effect on the Company’s financial condition. | ||
Note_9_Purchase_and_Registrati
Note 9 - Purchase and Registration Rights Agreements | 9 Months Ended | |
Nov. 30, 2013 | ||
Purchase And Registration Rights Agreements [Abstract] | ' | |
Purchase And Registration Rights Agreements [Text Block] | ' | |
9. Purchase and Registration Rights Agreements | ||
On October 31, 2011, the Company and Lincoln Park Capital Fund, LLC (“LPC”), entered into a Purchase Agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), whereby the Company has the right to sell, at its sole discretion, to LPC up to $10 million of the Company’s common stock, over a 36-month period (any such shares sold being referred to as the “Purchase Shares”). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the Purchase Shares and the Commitment Shares (as defined below). | ||
The LPC Purchase Agreement and Registration Rights Agreement were entered into following the termination by mutual agreement of previous purchase agreements and registration rights agreements dated May 20, 2011 and October 19, 2011, which provided for a substantially similar financing transaction between the Company and LPC. The October 19, 2011 agreements were terminated in order to enable the parties to reduce the maximum number of shares of the Company’s common stock issuable in connection with the proposed financing transaction. The October 19, 2011 agreements replaced a previous purchase agreement and registration rights agreement dated May 20, 2011. The previous agreements were terminated by mutual agreement of the Company and LPC in order to eliminate the ability of the Company to sell Initial Purchase Shares of $1.25 million to LPC on the commencement of the Agreement, and to eliminate warrants that may have been issued under the original agreements if the Company had elected to sell the Initial Purchase Shares. | ||
The registration statement filed pursuant to the Registration Rights Agreement has been declared effective by the SEC. The Company generally now has the right, but not the obligation, over a 36-month period, to direct LPC to periodically purchase the Purchase Shares in specific amounts under certain conditions at the Company’s sole discretion. The purchase price for the Purchase Shares will be the lower of (i) the lowest trading price on the date of sale or (ii) the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date. In no event, however, will the Purchase Shares be sold to LPC below the floor price as defined in the LPC Purchase Agreement. | ||
In consideration for entering into the purchase agreement between the Company and LPC dated May 20, 2011, the Company issued to LPC 149,165 shares of common stock as an initial commitment fee. Under the October 30, 2011 Purchase Agreement, the Company is also required to issue up to 149,165 shares of common stock as commitment shares on a pro rata basis as the Company directs LPC to purchase the Company’s shares under the Purchase Agreement. The LPC Purchase Agreement may be terminated by the Company at any time at the Company’s discretion without any cost to the Company. The proceeds that may be received by the Company under the LPC Purchase Agreement are expected to be used for general corporate purposes, including working capital. | ||
Under the LPC Purchase Agreement, the Company has agreed that, subject to certain exceptions, it will not, during the term of the LPC Purchase Agreement, effect or enter into an agreement to effect any issuance of common stock or securities convertible into, exercisable for or exchangeable for common stock in a “Variable Rate Transaction,” which means a transaction in which the Company: | ||
· | issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the common stock; or | |
· | enters into any agreement, including, but not limited to, an equity line of credit, whereby it may sell securities at a future determined price. | |
The Company has also agreed to indemnify LPC against certain losses resulting from its breach of any of its representations, warranties or covenants under the agreements with LPC. | ||
During the year ended February 29, 2012 the Company sold 275,000 shares for $634,675 and issued 158,632 commitment shares under this agreement. No shares have been issued or sold since that time. | ||
Note_10_Asset_Purchase_Agreeme
Note 10 - Asset Purchase Agreement and Related Matters | 9 Months Ended | ||||
Nov. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
10. Asset Purchase Agreement and Related Matters | |||||
Transaction - Arts and Exhibitions International, LLC | |||||
On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (“Newco”), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased, effective April 20, 2012, substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. Our license to exhibit “King Tut II” and “Cleopatra expired during fiscal 2013. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce. These proposed future exhibitions will continue to be the property of the Company after the maturity of the note. The Company will operate any such additional properties under its exhibition management subsidiary. | |||||
Pursuant to the Purchase Agreement, Newco purchased the exhibition properties and assets of AEI in exchange for the issuance to AEG of a 10% equity interest in PEM and a non-recourse and non-interest bearing promissory note in the initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the “Promissory Note”). While no cash consideration was paid upon the closing of the transaction, the Company incurred approximately $660,000 in transaction related expenses for investment banking, legal, and accounting fees of which $550,000 was recognized in fiscal year 2013 and $110,000 in fiscal year 2012, and, which are included in general and administrative expenses. Newco has also assumed substantially all of the agreements and obligations associated with the acquired assets arising after the closing date, but AEG will retain the obligation to pay the rights fees that accrue on existing exhibitions, which payments totaled $2.2 million. When AEG paid these fees, the balance of the Promissory Note was increased by the amount of the payments. | |||||
Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net revenues from exhibition bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100% of the net revenues from the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net revenues” are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the following amount: (a) 5% of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $697 thousand in calendar year 2012; $750 thousand in calendar year 2013; $500 thousand in calendar year 2014; and $250 thousand in each of calendar years 2015 and 2016. | |||||
If the face value of the Promissory Note is paid in full prior to the maturity date, Newco will pay AEG 40% of any additional net revenues derived from operation of the acquired assets thereafter through the maturity date, after deduction of the 10% management fee and the 10% booking fee, if applicable. If the face value of the Promissory Note is not satisfied in full at the maturity date, Newco shall satisfy any shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the remaining tangible assets to AEG. However, the intangible assets related to intellectual property acquired as part of the transaction will remain the property of the Company. | |||||
Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the Company, PEM or Newco will have any liability with respect to any shortfall. During the third quarter of fiscal 2014 the Promissory Note was reduced based upon updated cash flow projections. See Note 5 for further discussions regarding this adjustment. | |||||
The following table summarizes the allocation of the purchase price of the Arts and Exhibition International, LLC acquisition to the estimated fair values of the assets and liabilities assumed at the date of acquisition (in thousands): | |||||
Consideration: | |||||
Non-recourse note payable | $ | 11,433 | |||
Non-controlling interest in PEM, LLC | 3,018 | ||||
Total consideration given | 14,451 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | 2,481 | ||||
Prepaid expenses | 6,200 | ||||
Property, plant, and equipment | 3,003 | ||||
Long-term exhibition costs | 618 | ||||
Identifiable intangible assets | 4,380 | ||||
Deferred revenue | (2,481 | ) | |||
Total identifiable net assets | 14,201 | ||||
Goodwill | $ | 250 | |||
Transaction – Exhibit Merchandising, LLC | |||||
On July 12, 2012, the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand from TIX Corporation and Exhibit Merchandising, LLC. The assets purchased consisted of inventory valued at $25 thousand and fixed assets valued at $100 thousand. | |||||
As part of the asset purchase of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to “Tutankhamun and the Golden Age of the Pharaohs”, “Cleopatra: The Exhibition” and “Real Pirates.” | |||||
Note_11_Segment_Information
Note 11 - Segment Information | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
11. Segment Information | |||||||||||||||||
The Company has two reportable segments - Exhibition Management and RMS Titanic. The Exhibition Management segment involves the management of all of the Company’s exhibition operations, including the operation and management of Premier’s Bodies, Titanic (through an inter-company agreement with RMST), Dialog in the Dark and Pompeii exhibitions as well as the operation and management of the AEI properties known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” The exhibition management division also includes our exhibition merchandising business, conducted under the Company’s wholly owned subsidiary, Premier Merchandising, LLC. The RMS Titanic segment manages the Company’s rights to the Titanic assets, including title to all of the recovered artifacts in the Company’s possession and all of the intellectual property (video, photos, maps, etc.) related to the recovery of the artifacts and research of the ship. In addition, the RMS Titanic segment manages the Company’s responsibilities as salvor-in-possession of the Titanic wreck site. | |||||||||||||||||
Revenue derived from exhibitions presented outside of the U.S. was $461 thousand and $93 thousand for the three months ended November 30, 2013 and 2012, respectively and $1.7 million and $1.1 million for the nine months ended November 30, 2013 and 2012, respectively. The Company’s foreign exhibitions are all touring. As such, the concentration of foreign income in any period is fluid and changes as exhibitions are moved, normally every four to six months. | |||||||||||||||||
All reported revenues were derived from external customers, with the exception of $334 thousand and $1.5 million reported for the RMS Titanic segment for the three months and nine months ended November 30, 2013, respectively and $425 thousand and $1.9 million for the three months and nine months ended November 30, 2012, respectively. This revenue represents a royalty fee paid by the Exhibition Management segment for the use of Titanic assets in its exhibits, and is reflected as a corresponding cost of revenue in the Exhibition Management segment. Revenue earned and expenses charged between segments are eliminated in consolidation. | |||||||||||||||||
Certain corporate expenses are allocated based on intercompany agreements between PRXI, PEM and RMST for shared services. | |||||||||||||||||
The following tables reflect the condensed consolidated statements of operations for the three and nine months ended November 30, 2013 and 2012 by segment (in thousands): | |||||||||||||||||
Three Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 6,392 | $ | 334 | $ | (334 | ) | $ | 6,392 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,376 | - | (334 | ) | 4,042 | ||||||||||||
Gross profit | 2,016 | 334 | - | 2,350 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 2,958 | 276 | - | 3,234 | |||||||||||||
Depreciation and amortization | 1,085 | - | - | 1,085 | |||||||||||||
Gain on note payable fair market value adjustment | (2,414 | ) | - | - | (2,414 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Loss on disposal of property and equipment | 3 | - | - | 3 | |||||||||||||
Total Operating expenses | 1,764 | 942 | - | 2,706 | |||||||||||||
Income/(loss) from operations | 252 | (608 | ) | - | (356 | ) | |||||||||||
Other income | 5 | - | - | 5 | |||||||||||||
Income/(loss) before income tax | 257 | (608 | ) | - | (351 | ) | |||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net income/(loss) | 365 | (553 | ) | - | (188 | ) | |||||||||||
Less: Net income attributable to non-controlling interest | (45 | ) | - | - | (45 | ) | |||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | 320 | $ | (553 | ) | $ | - | $ | (233 | ) | |||||||
Three Months Ended November 30, 2012 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 7,912 | $ | 425 | $ | (425 | ) | $ | 7,912 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,847 | - | (425 | ) | 4,422 | ||||||||||||
Gross profit | 3,065 | 425 | - | 3,490 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 3,146 | 158 | - | 3,304 | |||||||||||||
Depreciation and amortization | 892 | 26 | - | 918 | |||||||||||||
Total Operating expenses | 4,038 | 184 | - | 4,222 | |||||||||||||
Income/(loss) from operations | (973 | ) | 241 | - | (732 | ) | |||||||||||
Other expense | (198 | ) | - | - | (198 | ) | |||||||||||
Income/(loss) before income tax | (1,171 | ) | 241 | - | (930 | ) | |||||||||||
Income tax expense | 15 | 34 | - | 49 | |||||||||||||
Net income/(loss) | (1,186 | ) | 207 | - | (979 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 149 | - | - | 149 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (1,037 | ) | $ | 207 | $ | - | $ | (830 | ) | |||||||
Nine Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 23,151 | $ | 1,460 | $ | (1,460 | ) | $ | 23,151 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 12,964 | - | (1,460 | ) | 11,504 | ||||||||||||
Gross profit | 10,187 | 1,460 | - | 11,647 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 8,988 | 882 | - | 9,870 | |||||||||||||
Depreciation and amortization | 3,015 | 53 | - | 3,068 | |||||||||||||
Gain on note payable fair market value adjustment | (2,414 | ) | - | - | (2,414 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Gain on disposal of property and equipment | (71 | ) | - | - | (71 | ) | |||||||||||
Contract and legal settlements | (297 | ) | - | - | (297 | ) | |||||||||||
Total Operating expenses | 9,353 | 1,601 | - | 10,954 | |||||||||||||
Income/(loss) from operations | 834 | (141 | ) | - | 693 | ||||||||||||
Other expense | (85 | ) | - | - | (85 | ) | |||||||||||
Income/(loss) before income tax | 749 | (141 | ) | - | 608 | ||||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net income/(loss) | 857 | (86 | ) | - | 771 | ||||||||||||
Less: Net income attributable to non-controlling interest | (95 | ) | - | - | (95 | ) | |||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | 762 | $ | (86 | ) | $ | - | $ | 676 | ||||||||
Nine Months Ended November 30, 2012 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 32,802 | $ | 1,922 | $ | (1,922 | ) | $ | 32,802 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 16,774 | - | (1,922 | ) | 14,852 | ||||||||||||
Gross profit | 16,028 | 1,922 | - | 17,950 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 10,654 | 822 | - | 11,476 | |||||||||||||
Depreciation and amortization | 2,570 | 79 | - | 2,649 | |||||||||||||
Total Operating expenses | 13,224 | 901 | - | 14,125 | |||||||||||||
Income from operations | 2,804 | 1,021 | - | 3,825 | |||||||||||||
Other expense | (442 | ) | - | - | (442 | ) | |||||||||||
Income before income tax | 2,362 | 1,021 | - | 3,383 | |||||||||||||
Income tax expense | 200 | 77 | - | 277 | |||||||||||||
Net income | 2,162 | 944 | - | 3,106 | |||||||||||||
Less: Net income attributable to non-controlling interest | (58 | ) | - | - | (58 | ) | |||||||||||
Net income attributable to the shareholders of Premier Exhibitions, Inc. | $ | 2,104 | $ | 944 | $ | - | $ | 3,048 | |||||||||
The assets in the Exhibition Management segment include exhibitry, leasehold improvements, venue license agreements, and other assets necessary for operation of the Company’s exhibitions and its merchandising division. The RMS Titanic segment contains all of the Titanic assets (other than the Orlando “Titanic: The Experience” exhibition and certain Titanic exhibition venue license agreements entered into by PEM), including title to all of the recovered artifacts in the Company’s possession and all related intellectual property (video, photos, maps, etc.). The Company’s assets by segment are reflected in the following table (in thousands): | |||||||||||||||||
As of | |||||||||||||||||
30-Nov-13 | 28-Feb-13 | ||||||||||||||||
Exhibition Management | $ | 25,359 | $ | 28,926 | |||||||||||||
RMS Titanic | 6,463 | 7,088 | |||||||||||||||
Corporate and unallocated | 260 | 1,756 | |||||||||||||||
Total assets | $ | 32,082 | $ | 37,770 | |||||||||||||
Expenditures for additions to long-lived assets by segment for the nine months ended November 30, 2013 and 2012, respectively are reflected in the table below (in thousands): | |||||||||||||||||
Nine Months Ended November 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Exhibition Management | $ | 2,970 | $ | 392 | |||||||||||||
RMS Titanic | - | 153 | |||||||||||||||
Total capital expenditures | $ | 2,970 | $ | 545 | |||||||||||||
Note_12_Consignment_agreement
Note 12 - Consignment agreement | 9 Months Ended |
Nov. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
12. Consignment agreement | |
On December 20, 2011, Premier entered into an agreement with Guernsey’s auction house to conduct a sale of the Company’s Titanic artifact collection and related intellectual property. Both the legal form of an ultimate transaction and the use of the proceeds are to be determined by the Board of Directors at a later date. | |
During the third fiscal quarter of 2014, the Company expensed previously capitalized amounts paid in relation to the consignment agreement as it determined that it is unlikely that a transaction will be closed during the timeframe and with a party that would result in a commission payable to Guernsey’s auction house. | |
Prepaid fees related to the auction and professional fees related to the sale to the Consortium totaled $666 thousand and were written-off in the 3rd quarter of fiscal 2014. This write-off is included in the condensed consolidated statements of comprehensive income/loss as write-off of assets. | |
Note_13_RMS_Titanic_Sale
Note 13 - RMS Titanic Sale | 9 Months Ended |
Nov. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' |
13. RMS Titanic Sale | |
On October 15, 2012, the Company announced that it had entered into a non-binding letter of intent with an entity representing a group of individuals (the “Consortium”) working to effect a purchase of the stock of RMS Titanic, Inc., for educational, regional economic development and cultural purposes in the Hampton Roads region of Southeastern Virginia. The letter of intent was confidential, and was subject to the parties negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter of intent was designed to allow the Consortium the opportunity to secure its financing sources, prepare to handle and house the collection of artifacts and to continue its efforts to establish public and private support for the venture. On October 9, 2013 the Company’s Board terminated the non-binding letter of intent with the Consortium as this group failed to secure sufficient financing. | |
The Company’s Board has authorized management to pursue other strategic alternatives. The Board is working to evaluate all options available to maximize shareholder value. There is no guarantee that a transaction or series of transactions will result from this process. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation [Policy Text Block] | ' |
Basis of Presentation | |
When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting. Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of November 30, 2013, our results of operations for the three and nine months ended November 30, 2013 and 2012 and cash flows for the nine months ended November 30, 2013 and 2012. The data in the consolidated balance sheet as of February 28, 2013 was derived from our audited consolidated balance sheet as of February 28, 2013, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013. The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions. Our operating results for the nine months ended November 30, 2013 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2014 (“fiscal 2014”). | |
Significant Accounting Policies [Policy Text Block] | ' |
Significant Accounting Policies | |
For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2013 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2013 Annual Report on Form 10-K. | |
Lease, Policy [Policy Text Block] | ' |
Operating Leases | |
We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use. | |
For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations. | |
For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates. |
Note_2_Income_Loss_Per_Share_D1
Note 2 - Income (Loss) Per Share Data (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income/(loss) attributable to shareholders (in thousands) | $ | (233 | ) | $ | (830 | ) | $ | 676 | $ | 3,048 | |||||||
Denominator: | |||||||||||||||||
Basic weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,284,177 | 47,988,433 | |||||||||||||
Effect of dilutive stock options and warrants | - | - | 149,750 | 1,106,494 | |||||||||||||
Diluted weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,433,927 | 49,094,927 | |||||||||||||
Net income/(loss) per share: | |||||||||||||||||
Basic | $ | 0 | $ | (0.02 | ) | $ | 0.01 | $ | 0.06 | ||||||||
Diluted | $ | 0 | $ | (0.02 | ) | $ | 0.01 | $ | 0.06 | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Warrants | - | 6,000 | - | 6,000 | |||||||||||||
Stock options | 911,663 | 1,145,032 | 361,663 | 1,145,032 | |||||||||||||
Total | 911,663 | 1,151,032 | 361,663 | 1,151,032 |
Note_3_Total_Comprehensive_Inc1
Note 3 - Total Comprehensive Income (Loss) (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||||||
Three Months Ended November 30, | Nine Months Ended November 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (233 | ) | $ | (830 | ) | $ | 676 | $ | 3,048 | |||||||
Other comprehensive income/(loss): | |||||||||||||||||
Unrealized gain/(loss) on marketable securities | 1 | - | (1 | ) | - | ||||||||||||
Net foreign currency translation gain | 8 | - | 9 | 7 | |||||||||||||
Total comprehensive income/(loss) | $ | (224 | ) | $ | (830 | ) | $ | 684 | $ | 3,055 |
Note_4_Assets_Related_to_2010_1
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Tables) | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | ' | ||||||||
Summary of Expedition Cost Related to Specific Asset [Table Text Block] | ' | ||||||||
30-Nov-13 | 28-Feb-13 | ||||||||
3D film | $ | 1,817 | $ | 1,817 | |||||
3D exhibitry | 857 | 857 | |||||||
2D documentary | 631 | 631 | |||||||
Gaming and other application | 886 | 886 | |||||||
Expedition web point of presence | 317 | 317 | |||||||
Total expedition costs capitalized | 4,508 | 4,508 | |||||||
Less: Accumulated amortization | 944 | 475 | |||||||
Accumulated depreciation | 603 | 421 | |||||||
Expedition costs capitalized, net | $ | 2,961 | $ | 3,612 |
Note_10_Asset_Purchase_Agreeme1
Note 10 - Asset Purchase Agreement and Related Matters (Tables) | 9 Months Ended | ||||
Nov. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||
Consideration: | |||||
Non-recourse note payable | $ | 11,433 | |||
Non-controlling interest in PEM, LLC | 3,018 | ||||
Total consideration given | 14,451 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Cash | 2,481 | ||||
Prepaid expenses | 6,200 | ||||
Property, plant, and equipment | 3,003 | ||||
Long-term exhibition costs | 618 | ||||
Identifiable intangible assets | 4,380 | ||||
Deferred revenue | (2,481 | ) | |||
Total identifiable net assets | 14,201 | ||||
Goodwill | $ | 250 |
Note_11_Segment_Information_Ta
Note 11 - Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Three Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 6,392 | $ | 334 | $ | (334 | ) | $ | 6,392 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,376 | - | (334 | ) | 4,042 | ||||||||||||
Gross profit | 2,016 | 334 | - | 2,350 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 2,958 | 276 | - | 3,234 | |||||||||||||
Depreciation and amortization | 1,085 | - | - | 1,085 | |||||||||||||
Gain on note payable fair market value adjustment | (2,414 | ) | - | - | (2,414 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Loss on disposal of property and equipment | 3 | - | - | 3 | |||||||||||||
Total Operating expenses | 1,764 | 942 | - | 2,706 | |||||||||||||
Income/(loss) from operations | 252 | (608 | ) | - | (356 | ) | |||||||||||
Other income | 5 | - | - | 5 | |||||||||||||
Income/(loss) before income tax | 257 | (608 | ) | - | (351 | ) | |||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net income/(loss) | 365 | (553 | ) | - | (188 | ) | |||||||||||
Less: Net income attributable to non-controlling interest | (45 | ) | - | - | (45 | ) | |||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | 320 | $ | (553 | ) | $ | - | $ | (233 | ) | |||||||
Three Months Ended November 30, 2012 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 7,912 | $ | 425 | $ | (425 | ) | $ | 7,912 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,847 | - | (425 | ) | 4,422 | ||||||||||||
Gross profit | 3,065 | 425 | - | 3,490 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 3,146 | 158 | - | 3,304 | |||||||||||||
Depreciation and amortization | 892 | 26 | - | 918 | |||||||||||||
Total Operating expenses | 4,038 | 184 | - | 4,222 | |||||||||||||
Income/(loss) from operations | (973 | ) | 241 | - | (732 | ) | |||||||||||
Other expense | (198 | ) | - | - | (198 | ) | |||||||||||
Income/(loss) before income tax | (1,171 | ) | 241 | - | (930 | ) | |||||||||||
Income tax expense | 15 | 34 | - | 49 | |||||||||||||
Net income/(loss) | (1,186 | ) | 207 | - | (979 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 149 | - | - | 149 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (1,037 | ) | $ | 207 | $ | - | $ | (830 | ) | |||||||
Nine Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 23,151 | $ | 1,460 | $ | (1,460 | ) | $ | 23,151 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 12,964 | - | (1,460 | ) | 11,504 | ||||||||||||
Gross profit | 10,187 | 1,460 | - | 11,647 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 8,988 | 882 | - | 9,870 | |||||||||||||
Depreciation and amortization | 3,015 | 53 | - | 3,068 | |||||||||||||
Gain on note payable fair market value adjustment | (2,414 | ) | - | - | (2,414 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Gain on disposal of property and equipment | (71 | ) | - | - | (71 | ) | |||||||||||
Contract and legal settlements | (297 | ) | - | - | (297 | ) | |||||||||||
Total Operating expenses | 9,353 | 1,601 | - | 10,954 | |||||||||||||
Income/(loss) from operations | 834 | (141 | ) | - | 693 | ||||||||||||
Other expense | (85 | ) | - | - | (85 | ) | |||||||||||
Income/(loss) before income tax | 749 | (141 | ) | - | 608 | ||||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net income/(loss) | 857 | (86 | ) | - | 771 | ||||||||||||
Less: Net income attributable to non-controlling interest | (95 | ) | - | - | (95 | ) | |||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | 762 | $ | (86 | ) | $ | - | $ | 676 | ||||||||
Nine Months Ended November 30, 2012 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition | RMS Titanic | Elimination | Total | ||||||||||||||
Management | |||||||||||||||||
Revenue | $ | 32,802 | $ | 1,922 | $ | (1,922 | ) | $ | 32,802 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 16,774 | - | (1,922 | ) | 14,852 | ||||||||||||
Gross profit | 16,028 | 1,922 | - | 17,950 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 10,654 | 822 | - | 11,476 | |||||||||||||
Depreciation and amortization | 2,570 | 79 | - | 2,649 | |||||||||||||
Total Operating expenses | 13,224 | 901 | - | 14,125 | |||||||||||||
Income from operations | 2,804 | 1,021 | - | 3,825 | |||||||||||||
Other expense | (442 | ) | - | - | (442 | ) | |||||||||||
Income before income tax | 2,362 | 1,021 | - | 3,383 | |||||||||||||
Income tax expense | 200 | 77 | - | 277 | |||||||||||||
Net income | 2,162 | 944 | - | 3,106 | |||||||||||||
Less: Net income attributable to non-controlling interest | (58 | ) | - | - | (58 | ) | |||||||||||
Net income attributable to the shareholders of Premier Exhibitions, Inc. | $ | 2,104 | $ | 944 | $ | - | $ | 3,048 | |||||||||
Summary of Assets by Segments [Table Text Block] | ' | ||||||||||||||||
As of | |||||||||||||||||
30-Nov-13 | 28-Feb-13 | ||||||||||||||||
Exhibition Management | $ | 25,359 | $ | 28,926 | |||||||||||||
RMS Titanic | 6,463 | 7,088 | |||||||||||||||
Corporate and unallocated | 260 | 1,756 | |||||||||||||||
Total assets | $ | 32,082 | $ | 37,770 | |||||||||||||
' | |||||||||||||||||
Nine Months Ended November 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Exhibition Management | $ | 2,970 | $ | 392 | |||||||||||||
RMS Titanic | - | 153 | |||||||||||||||
Total capital expenditures | $ | 2,970 | $ | 545 |
Note_1_Background_and_Basis_of1
Note 1 - Background and Basis of Presentation (Details) (USD $) | 21 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | Jul. 12, 2012 |
Exhibition Management and RMS Titanic [Member] | Revenues [Member] | Outside of United States [Member] | Outside of United States [Member] | Outside of United States [Member] | Exhibit Merchandising, LLC [Member] | ||
Outside of United States [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | ||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 1.00% | 7.00% | 7.00% | 3.00% | ' |
Business Combination, Consideration Transferred (in Dollars) | $14,451 | ' | ' | ' | ' | ' | $125 |
Number of Operating Segments | ' | 2 | ' | ' | ' | ' | ' |
Note_2_Income_Loss_Per_Share_D2
Note 2 - Income (Loss) Per Share Data (Details) - Computation of basic and diluted net income per share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Net income/(loss) attributable to shareholders (in thousands) (in Dollars) | ($233) | ($830) | $676 | $3,048 |
Denominator: | ' | ' | ' | ' |
Basic weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,284,177 | 47,988,433 |
Effect of dilutive stock options and warrants | ' | ' | 149,750 | 1,106,494 |
Diluted weighted-average shares outstanding | 49,234,187 | 48,029,592 | 49,433,927 | 49,094,927 |
Net income/(loss) per share: | ' | ' | ' | ' |
Basic (in Dollars per share) | $0 | ($0.02) | $0.01 | $0.06 |
Diluted (in Dollars per share) | $0 | ($0.02) | $0.01 | $0.06 |
Note_2_Income_Loss_Per_Share_D3
Note 2 - Income (Loss) Per Share Data (Details) - Anti-Dilutive Securities | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 911,663 | 1,151,032 | 361,663 | 1,151,032 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 911,663 | 1,145,032 | 361,663 | 1,145,032 |
Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | 6,000 | ' | 6,000 |
Note_3_Total_Comprehensive_Inc2
Note 3 - Total Comprehensive Income (Loss) (Details) - Total comprehensive income for the applicable periods (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Total comprehensive income for the applicable periods [Abstract] | ' | ' | ' | ' |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | ($233) | ($830) | $676 | $3,048 |
Other comprehensive income/(loss): | ' | ' | ' | ' |
Unrealized gain/(loss) on marketable securities | 1 | ' | -1 | ' |
Net foreign currency translation gain | 8 | ' | 9 | 7 |
Total comprehensive income/(loss) | ($224) | ($830) | $684 | $3,055 |
Note_4_Assets_Related_to_2010_2
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | ' | ' |
Capitalized Expedition Costs | $4,508 | $4,508 |
Note_4_Assets_Related_to_2010_3
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | $4,508 | $4,508 |
Less: Accumulated amortization | 944 | 475 |
Accumulated depreciation | 603 | 421 |
Expedition costs capitalized, net | 2,961 | 3,612 |
Three D Film [Member] | ' | ' |
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | 1,817 | 1,817 |
Three D Exhibitry [Member] | ' | ' |
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | 857 | 857 |
Two D Documentary [Member] | ' | ' |
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | 631 | 631 |
Gaming Application [Member] | ' | ' |
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | 886 | 886 |
Expedition Web Point of Presence [Member] | ' | ' |
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ' | ' |
Capitalized Expedition Cost Related to Specific Assets | $317 | $317 |
Note_5_Notes_Payable_and_Capit1
Note 5 - Notes Payable and Capital Lease Obligations (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||
Jun. 26, 2012 | Jun. 29, 2012 | Oct. 17, 2011 | Aug. 31, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 28, 2013 | Nov. 26, 2012 | Apr. 20, 2012 | Oct. 17, 2011 | Aug. 31, 2013 | Nov. 30, 2013 | Apr. 20, 2012 | Dec. 31, 2012 | Oct. 17, 2011 | Nov. 30, 2013 | |
Worldwide Licensing and Merchandising Inc [Member] | Arts and Exhibitions International LLC [Member] | Arts and Exhibitions International LLC [Member] | Arts and Exhibitions International LLC [Member] | Worldwide Licensing and Merchandising Inc [Member] | Worldwide Licensing and Merchandising Inc [Member] | Worldwide Licensing and Merchandising Inc [Member] | |||||||||||
Note 5 - Notes Payable and Capital Lease Obligations (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Date of Acquisition Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17-Oct-11 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | ' | ' | ' | ' | ' | $14,201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $800,000 | ' |
Asset Acquisition Repayment Period | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | ' | ' | 720,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability Assumed Repayment Period | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | 7.60% | ' | ' | 7.00% | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | ' | ' | 1,377,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Decrease, Forgiveness | 12,000 | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable, Interest-bearing, Interest Rate | ' | 7.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Restructuring of Debt | -71,000 | ' | ' | ' | 10,000 | ' | 81,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proposed Reduction in Account Receivable Owed Under Asset Purchase Agreement | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Non Operating Income Expense | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,000 | ' | ' |
Notes Payable, Current | ' | ' | ' | ' | ' | 124,000 | ' | 5,080,000 | ' | ' | ' | ' | 124,000 | ' | ' | ' | 0 |
Notes Payable, Noncurrent | ' | ' | ' | ' | ' | 1,358,000 | ' | 2,629,000 | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | 172,000 |
Non-Recourse Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' | 16,400,000 | ' | ' | ' |
Debt Instrument Decrease Repayment | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' |
Repayment of Debt Maturing in More Than Three Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,700,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,400,000 | ' | ' | ' | ' | ' | ' | ' |
Repayments of Notes Payable | ' | ' | ' | ' | ' | $130,000 | $625,000 | ' | ' | ' | ' | $4,100,000 | ' | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Capital_Stock_and_Stock1
Note 6 - Capital Stock and Stock-Based Compensation (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Jun. 17, 2013 | Jul. 13, 2013 | Jul. 13, 2013 | Oct. 11, 2013 | Jul. 13, 2013 | Jul. 13, 2013 |
Vested Amount Annually [Member] | Vested Amount Annually [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Chief Financial Officer [Member] | |||
Chief Executive Officer [Member] | Chief Financial Officer [Member] | President [Member] | |||||
Note 6 - Capital Stock and Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | ' | 1,500,000 | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | 387,307 | ' | ' | ' | ' | ' | ' |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $1.31 | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | 150,000 | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ' | ' | 50,000 | 33,333 | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $1.78 | ' | $1.78 | ' | ' | ' | $1.78 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $0.92 | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.05% | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 68.22% | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | '4 years | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | 41,716 | ' | ' |
Shares Paid for Tax Withholding for Share Based Compensation | ' | ' | ' | ' | 13,537 | ' | ' |
Payments Related to Tax Withholding for Share-based Compensation (in Dollars) | ' | ' | ' | ' | $19 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in Dollars per share) | ' | ' | ' | ' | $1.37 | ' | ' |
Note_7_Noncontrolling_Interest1
Note 7 - Non-controlling Interest (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 28, 2013 |
Note 7 - Non-controlling Interest (Details) [Line Items] | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ' | 10.00% | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest | $3,030 | ' | $3,030 | ' | $2,935 |
Net Income (Loss) Attributable to Noncontrolling Interest | 45 | -149 | 95 | 58 | ' |
Premier Exhibition Management LLC [Member] | ' | ' | ' | ' | ' |
Note 7 - Non-controlling Interest (Details) [Line Items] | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ' | 10.00% | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest | 3,000 | ' | 3,000 | ' | ' |
Premier Exhibition Management LLC [Member] | ' | ' | ' | ' | ' |
Note 7 - Non-controlling Interest (Details) [Line Items] | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Noncontrolling Interest | ' | ' | ' | ($58) | ' |
Note_8_Legal_Proceedings_and_C1
Note 8 - Legal Proceedings and Contingencies (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||
Aug. 07, 2012 | Aug. 12, 2010 | Nov. 30, 2012 | Nov. 30, 2011 | Nov. 30, 2013 | Aug. 31, 2013 | Feb. 28, 2013 | Nov. 10, 2011 | Aug. 16, 2011 | Aug. 12, 2010 | Apr. 30, 2011 | Aug. 31, 2011 | Nov. 30, 2012 | Feb. 29, 2012 | Nov. 30, 2013 | Aug. 31, 2012 | Sep. 07, 2011 | Nov. 30, 2009 | Aug. 15, 2011 | Aug. 15, 2011 | Aug. 15, 2011 | Nov. 30, 2012 | |
Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Artifacts [Member] | Rmst [Member] | Post One Nine Eight Seven Artifacts [Member] | One Nine Eight Seven Artifacts [Member] | Minimum [Member] | ||||||||
Note 8 - Legal Proceedings and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovery of Artifacts | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Fair Market Value of Artifacts | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Market Value of Artifacts | ' | $110,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Artifacts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 3,500 | 2,000 | ' |
Payment of Trust Account | ' | ' | 5,000,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 |
Reserve Fund Balance | ' | ' | ' | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Legal Settlements | ' | ' | ' | ' | ' | ' | ' | ' | 475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Legal Settlements on First Anniversary | ' | ' | ' | ' | ' | ' | ' | ' | 475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | ' | ' | ' | ' | ' | ' | ' | 1.82 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Exchange Expense Included in General and Administrative Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Litigation Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 167,000 | ' | ' | ' | ' |
Litigation Settlement, Expense | ' | ' | ' | ' | ' | ' | ' | 375,000 | ' | ' | ' | 783,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settled Litigation Payment of First Installment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 475,000 | 475,000 | ' | ' | ' | ' | ' |
Non Payment of License Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount Received from Litigation | ' | ' | ' | ' | ' | ' | ' | 215,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Receivable from Litigation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 118,000 | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable, Current | ' | ' | ' | ' | $325,000 | ' | $325,000 | ' | ' | ' | ' | ' | ' | ' | $118,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Number of Contracts | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Damages Sought Percent | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_9_Purchase_and_Registrati1
Note 9 - Purchase and Registration Rights Agreements (Details) (USD $) | 1 Months Ended | 9 Months Ended | |||||
Oct. 31, 2011 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 28, 2013 | Feb. 29, 2012 | 20-May-11 | Oct. 30, 2010 | |
Purchase And Registration Rights Agreements [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Purchase of Common Stock | 10,000,000 | ' | ' | ' | ' | ' | ' |
Purchase of Common Stock Time Period | '36 months | ' | ' | ' | ' | ' | ' |
Sale of Initial Purchase Shares (in Dollars) | $1,250,000 | ' | ' | ' | ' | ' | ' |
Purchase Price Reference Sales Price Period | ' | ' | 3 | ' | ' | ' | ' |
Purchase Price Reference Period | ' | ' | '12 days | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 48,987,206 | ' | 49,072,364 | ' | 149,165 | 149,165 |
Stock Sold under Purchase Agreement Shares | ' | ' | ' | ' | 275,000 | ' | ' |
Stock Sold under Purchase Agreement Value (in Dollars) | ' | ' | ' | ' | $634,675 | ' | ' |
Shares, Issued | ' | ' | ' | ' | 158,632 | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 0 | ' | ' | ' | ' | ' |
Note_10_Asset_Purchase_Agreeme2
Note 10 - Asset Purchase Agreement and Related Matters (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||||
Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | Feb. 28, 2012 | Jul. 12, 2012 | |
Scenario, Forecast [Member] | Arts and Exhibitions International LLC [Member] | Arts and Exhibitions International LLC [Member] | Exhibit Merchandising, LLC [Member] | ||||
Note 10 - Asset Purchase Agreement and Related Matters (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ' | ' | ' | ' | ' | ' |
Receivable with Imputed Interest, Face Amount | $14,187,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Transaction Costs | ' | ' | ' | 660,000 | 550,000 | 110,000 | ' |
Payments for Fees | 2,200,000 | ' | ' | ' | ' | ' | ' |
Net Revenue from Exhibition Bookings | 100.00% | ' | ' | ' | ' | ' | ' |
Net Revenue from Future Booking | 100.00% | ' | ' | ' | ' | ' | ' |
Booking Fee | 10.00% | ' | ' | ' | ' | ' | ' |
Net Revenue from Future Sale | 100.00% | ' | ' | ' | ' | ' | ' |
Net Revenues from Proposed Exhibitions | 20.00% | ' | ' | ' | ' | ' | ' |
Percentage Of Gross Revenue | ' | 10.00% | 5.00% | ' | ' | ' | ' |
Business Management Acquisition Fee Current Year | ' | ' | 697,000 | ' | ' | ' | ' |
Business Management Acquisition Fee Year One | ' | 750,000 | ' | ' | ' | ' | ' |
Business Management Acquisition Fee Year Two | ' | 500,000 | ' | ' | ' | ' | ' |
Business Management Acquisition Fee Year Three | ' | 250,000 | ' | ' | ' | ' | ' |
Business Management Acquisition Fee Year Four | ' | 250,000 | ' | ' | ' | ' | ' |
Business Acquisition Additional Revenues | 40.00% | ' | ' | ' | ' | ' | ' |
Management Fees | 10.00% | ' | ' | ' | ' | ' | ' |
Booking Fees | 10.00% | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 14,201,000 | ' | ' | ' | ' | ' | 125,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | ' | ' | ' | ' | ' | ' | 25,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | ' | ' | ' | ' | ' | ' | $100,000 |
Note_10_Asset_Purchase_Agreeme3
Note 10 - Asset Purchase Agreement and Related Matters (Details) - Summary of the allocation of the purchase price (USD $) | 21 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Feb. 28, 2013 |
Consideration: | ' | ' |
Non-recourse note payable | $11,433 | ' |
Non-controlling interest in PEM, LLC | 3,030 | 2,935 |
Total consideration given | 14,451 | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' |
Cash | 2,481 | ' |
Prepaid expenses | 6,200 | ' |
Property, plant, and equipment | 3,003 | ' |
Long-term exhibition costs | 618 | ' |
Identifiable intangible assets | 4,380 | ' |
Deferred revenue | -2,481 | ' |
Total identifiable net assets | 14,201 | ' |
Goodwill | 250 | 250 |
PEM LLC [Member] | ' | ' |
Consideration: | ' | ' |
Non-controlling interest in PEM, LLC | $3,018 | ' |
Note_11_Segment_Information_De
Note 11 - Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Note 11 - Segment Information (Details) [Line Items] | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | 2 | ' |
Revenue, Net | $6,392 | $7,912 | $23,151 | $32,802 |
Foreign Exhibitions [Member] | ' | ' | ' | ' |
Note 11 - Segment Information (Details) [Line Items] | ' | ' | ' | ' |
Revenue, Net | 461 | 93 | 1,700 | 1,100 |
RMS Titanic [Member] | ' | ' | ' | ' |
Note 11 - Segment Information (Details) [Line Items] | ' | ' | ' | ' |
Revenue, Net | $334 | $425 | $1,500 | $1,900 |
Note_11_Segment_Information_De1
Note 11 - Segment Information (Details) - Statements of operations by segment (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $6,392 | $7,912 | $23,151 | $32,802 |
Cost of revenue (exclusive of depreciation and amortization) | 4,042 | 4,422 | 11,504 | 14,852 |
Gross profit | 2,350 | 3,490 | 11,647 | 17,950 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 3,234 | 3,304 | 9,870 | 11,476 |
Depreciation and amortization | 1,085 | 918 | 3,068 | 2,649 |
Gain on note payable fair market value adjustment | -2,414 | ' | -2,414 | ' |
Write-off of assets | 798 | ' | 798 | ' |
Gain/Loss on disposal of property and equipment | 3 | ' | -71 | ' |
Contract and legal settlements | ' | ' | -297 | ' |
Total Operating expenses | 2,706 | 4,222 | 10,954 | 14,125 |
Income (loss) from operations | -356 | -732 | 693 | 3,825 |
Other expense | ' | -198 | ' | -442 |
Other income/expense | 5 | ' | -85 | ' |
Income (loss) before income tax | -351 | -930 | 608 | 3,383 |
Income tax expense/benefits | -163 | 49 | -163 | 277 |
Net income (loss) | -188 | -979 | 771 | 3,106 |
Less: Net income/loss attributable to non-controlling interest | -45 | 149 | -95 | -58 |
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. | -233 | -830 | 676 | 3,048 |
Exhibition Management [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 6,392 | 7,912 | 23,151 | 32,802 |
Cost of revenue (exclusive of depreciation and amortization) | 4,376 | 4,847 | 12,964 | 16,774 |
Gross profit | 2,016 | 3,065 | 10,187 | 16,028 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 2,958 | 3,146 | 8,988 | 10,654 |
Depreciation and amortization | 1,085 | 892 | 3,015 | 2,570 |
Gain on note payable fair market value adjustment | -2,414 | ' | -2,414 | ' |
Write-off of assets | 132 | ' | 132 | ' |
Gain/Loss on disposal of property and equipment | 3 | ' | -71 | ' |
Contract and legal settlements | ' | ' | -297 | ' |
Total Operating expenses | 1,764 | 4,038 | 9,353 | 13,224 |
Income (loss) from operations | 252 | -973 | 834 | 2,804 |
Other expense | ' | -198 | ' | -442 |
Other income/expense | 5 | ' | -85 | ' |
Income (loss) before income tax | 257 | -1,171 | 749 | 2,362 |
Income tax expense/benefits | -108 | 15 | -108 | 200 |
Net income (loss) | 365 | -1,186 | 857 | 2,162 |
Less: Net income/loss attributable to non-controlling interest | -45 | 149 | -95 | -58 |
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. | 320 | -1,037 | 762 | 2,104 |
RMS Titanic [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 334 | 425 | 1,460 | 1,922 |
Gross profit | 334 | 425 | 1,460 | 1,922 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 276 | 158 | 882 | 822 |
Depreciation and amortization | ' | 26 | 53 | 79 |
Write-off of assets | 666 | ' | 666 | ' |
Total Operating expenses | 942 | 184 | 1,601 | 901 |
Income (loss) from operations | -608 | 241 | -141 | 1,021 |
Income (loss) before income tax | -608 | 241 | -141 | 1,021 |
Income tax expense/benefits | -55 | 34 | -55 | 77 |
Net income (loss) | -553 | 207 | -86 | 944 |
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. | -553 | 207 | -86 | 944 |
Intersubsegment Eliminations [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | -334 | -425 | -1,460 | -1,922 |
Cost of revenue (exclusive of depreciation and amortization) | ($334) | ($425) | ($1,460) | ($1,922) |
Note_11_Segment_Information_De2
Note 11 - Segment Information (Details) - Summary of Assets by Segment (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ' | ' |
Assets | $32,082 | $37,770 |
Exhibition Management [Member] | ' | ' |
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ' | ' |
Assets | 25,359 | 28,926 |
RMS Titanic [Member] | ' | ' |
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ' | ' |
Assets | 6,463 | 7,088 |
Corporate and Unallocated [Member] | ' | ' |
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ' | ' |
Assets | $260 | $1,756 |
Note_11_Segment_Information_De3
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 |
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ' | ' |
Expenditures by segment | $2,970 | $545 |
Exhibition Management [Member] | ' | ' |
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ' | ' |
Expenditures by segment | 2,970 | 392 |
RMS Titanic [Member] | ' | ' |
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ' | ' |
Expenditures by segment | ' | $153 |
Note_12_Consignment_agreement_
Note 12 - Consignment agreement (Details) (Write Off Of Assets [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Nov. 30, 2013 |
Write Off Of Assets [Member] | ' |
Note 12 - Consignment agreement (Details) [Line Items] | ' |
Write Off Of Prepaid Fees And Professional Fees | $666 |