Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Nov. 30, 2014 | Jan. 09, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PREMIER EXHIBITIONS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -26 | |
Entity Common Stock, Shares Outstanding | 49,146,695 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 796764 | |
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-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $5,784 | $3,434 |
Certificates of deposit and other investments | 407 | |
Accounts receivable, net of allowance for doubtful accounts of $352 and $392, respectively | 1,371 | 1,331 |
Merchandise inventory, net of reserve of $17 | 1,194 | 1,206 |
Income taxes receivable | 56 | 263 |
Prepaid expenses | 2,711 | 2,012 |
Other current assets | 436 | 381 |
Total current assets | 11,552 | 9,034 |
Artifacts owned, at cost | 2,886 | 2,901 |
Salvor's lien | 1 | 1 |
Property and equipment, net of accumulated depreciation of $21,933 and $19,799, respectively | 7,277 | 9,287 |
Restricted cash | 450 | |
Restricted certificate of deposit | 800 | |
Deferred income taxes | 302 | 302 |
Long-term exhibition costs | 264 | 215 |
Subrogation rights | 250 | 250 |
Total Assets | 42,150 | 30,256 |
Film, gaming and other application assets, net of accumulated amortization of $1,571 and $1,101, respectively | 1,763 | 2,233 |
Deferred financing cost net of amortization of$130 and $0, respectively | 253 | |
Goodwill | 250 | 250 |
Lease incentive | 7,400 | |
Construction deposit | 3,392 | |
Current liabilities: | ||
Accounts payable and accrued liabilities | 3,261 | 2,550 |
Deferred rent | 2,022 | 751 |
Deferred revenue | 3,380 | 3,076 |
Deferred income taxes | 302 | 302 |
Current portion of capital lease obligations | 37 | 39 |
Current portion of royalty payable, net of discount of $50 and $0, respectively | 180 | |
Current portion of notes payable, net of discount of $0 and $66, respectively | 8,000 | 170 |
Total current liabilities | 17,182 | 6,888 |
Long-Term liabilities: | ||
Lease abandonment | 1,096 | 1,440 |
Deferred rent | 7,400 | |
Long-term portion of capital lease obligations | 37 | 61 |
Long-term portion of royalty payable, net of discount of $76 and $0, respectively | 856 | |
Long-term portion of notes payable, net of discount of $14 and $134, respectively | 186 | 1,126 |
Total long-term liabilities | 9,575 | 2,627 |
Shareholders' equity: | ||
Common stock; $.0001 par value; authorized 65,000,000 shares;issued 49,097,011 and 49,044,378 shares, respectively;outstanding 49,095,002 and 49,042,369 shares, respectively | 5 | 5 |
Additional paid-in capital | 54,072 | 53,822 |
Accumulated deficit | -40,628 | -35,630 |
Accumulated other comprehensive loss | -326 | -326 |
Less treasury stock, at cost; 2,009 shares | -1 | -1 |
Equity Attributable to Shareholders of Premier Exhibitions, Inc. | 13,122 | 17,870 |
Equity Attributable to Non-controlling interest | 2,271 | 2,871 |
Total liabilities and shareholders' equity | 42,150 | 30,256 |
Licensing Agreements [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | 1,697 | 1,841 |
Future Rights Fees [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | $3,613 | $3,942 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $352 | $392 |
Merchandise inventory, reserve | 17 | 17 |
Property and equipment, accumulated depreciation | 21,933 | 19,799 |
Film, gaming and other application assets, net of accumulated amortization | 1,571 | 1,101 |
Deferred financing cost, amortization | 130 | 0 |
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) | 49,097,011 | 49,044,378 |
Common stock, shares outstanding (in Shares) | 49,095,002 | 49,042,369 |
Treasury stock, shares (in Shares) | 2,009 | 2,009 |
Current [Member] | ||
Royalty payable, discount | 50 | 0 |
Notes payable, discount | 0 | 66 |
Non-Current [Member] | ||
Royalty payable, discount | 76 | 0 |
Notes payable, discount | 14 | 134 |
Licensing Agreements [Member] | ||
Accumulated amortization | 6,001 | 5,857 |
Future Rights Fees [Member] | ||
Accumulated amortization | $767 | $438 |
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, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 |
Revenue: | ||||
Exhibition revenue | $5,491 | $5,003 | $18,254 | $17,822 |
Merchandise revenue | 1,105 | 1,201 | 3,859 | 4,766 |
Management fee | 131 | 188 | 402 | 563 |
Total revenue | 6,727 | 6,392 | 22,515 | 23,151 |
Cost of revenue: | ||||
Exhibition costs | 4,310 | 3,565 | 12,818 | 9,737 |
Cost of merchandise sold | 474 | 477 | 1,643 | 1,767 |
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 4,784 | 4,042 | 14,461 | 11,504 |
Gross profit | 1,943 | 2,350 | 8,054 | 11,647 |
Operating expenses: | ||||
General and administrative | 2,920 | 3,234 | 9,950 | 9,870 |
Depreciation and amortization | 1,093 | 1,085 | 3,393 | 3,068 |
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 | -4 | -71 | |
Contract and legal settlements | -297 | |||
Total operating expenses | 4,013 | 2,706 | 13,339 | 10,954 |
Income/(loss) from operations | -2,070 | -356 | -5,285 | 693 |
Interest expense | -311 | -66 | -355 | -303 |
Other income | 4 | 71 | 42 | 218 |
Income/(loss) before income taxes | -2,377 | -351 | -5,598 | 608 |
Income tax benefit | -163 | -163 | ||
Net income/(loss) | -2,377 | -188 | -5,598 | 771 |
Less: Net loss/(income) attributable to non-controlling interest | 244 | -45 | 600 | -95 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -2,133 | -233 | -4,998 | 676 |
Net income/(loss) per share: | ||||
Basic income/(loss) per common share (in Dollars per share) | ($0.04) | $0 | ($0.10) | $0.01 |
Diluted income/(loss) per common share (in Dollars per share) | ($0.04) | $0 | ($0.10) | $0.01 |
Shares used in basic per share calculations (in Shares) | 49,095,002 | 49,234,187 | 49,065,692 | 49,284,177 |
Shares used in diluted per share calculations (in Shares) | 49,095,002 | 49,234,187 | 49,065,692 | 49,433,927 |
Comprehensive income/(loss) | ($2,133) | ($224) | ($4,998) | $684 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 |
Net income/(loss) | ($5,598) | $771 |
Adjustments to reconcile net income to net cashprovided by/(used in) operating activities: | ||
Depreciation and amortization | 3,393 | 3,068 |
Lease abandonment | -343 | -344 |
Gain on note payable fair market value adjustment | -2,414 | |
Write-off of assets | 798 | |
Stock-based compensation | 250 | 285 |
Allowance for doubtful accounts | 16 | 245 |
Amortization of deferred financing cost | 130 | |
Write-off of deferred financing cost | 100 | |
Amortization of debt discount | 60 | 296 |
Gain on disposal of assets | -4 | -71 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
(Increase)/decrease in accounts receivable | 157 | -203 |
(Increase)/decrease in merchandise inventory, net of reserve | 12 | -114 |
Increase in prepaid expenses | -629 | -1,514 |
(Increase)/decrease in other assets | -55 | 214 |
(Increase)/decrease in income taxes receivable | 207 | -76 |
Increase in other receivables | -16 | -211 |
Increase in restricted cash | -235 | |
(Increase)/decrease in long-term development costs | -49 | 71 |
Increase in accounts payable and accrued liabilities | 638 | 29 |
(Decrease)/increase in deferred rent | 1,271 | -126 |
(Decrease)/increase in deferred revenue | -19 | 435 |
Decrease in income taxes payable | -175 | |
Total adjustments | 4,884 | 193 |
Net cash provided by/(used in) operating activities | -714 | 964 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -441 | -2,970 |
Construction deposit | -3,392 | |
Purchase of restricted certificate of deposit | -800 | |
Redemption of certificates of deposit | 407 | |
Proceeds from disposals of assets | 4 | 74 |
Decrease in artifacts | 15 | 27 |
Net cash used in investing activities | -4,207 | -2,869 |
Cash flows from financing activities: | ||
Proceeds from option and warrant exercises | 185 | |
Purchase of treasury stock | -534 | |
Proceeds from issuance of notes payable | 8,000 | |
Deferred financing costs | -483 | |
Payments on capital lease obligations | -26 | -22 |
Payments on notes payable | -220 | -130 |
Net cash provided by/(used in) financing activities | 7,271 | -501 |
Effects of exchange rate changes on cash and cash equivalents | 9 | |
Net increase/(decrease) in cash and cash equivalents | 2,350 | -2,397 |
Cash and cash equivalents at beginning of period | 3,434 | 6,393 |
Cash and cash equivalents at end of period | 5,784 | 3,996 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 172 | 330 |
Cash paid/(received) during the period for taxes | -207 | 88 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Unrealized loss on marketable securities | 1 | |
Purchases of property and equipment under capital leases | 26 | |
Net assets recognized from execution of royalty agreement | 31 | |
Net assets recognized from lease incentive | 7,400 | |
Net liabilities recognized from deferred rent | $7,400 |
Note_1_Background_and_Basis_of
Note 1 - Background and Basis of Presentation | 9 Months Ended | ||
Nov. 30, 2014 | |||
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”) are 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 15% of our revenues for the three months ended November 30, 2014 compared with 7% for the three months ended November 30, 2013 resulted from exhibition activities outside the U.S. Approximately 13% of our revenues for the nine months ended November 30, 2014 compared with 7% for the nine months ended November 30, 2013 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 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, in addition to all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship. | |||
We also formed a new entity, Premier Exhibition Management LLC (“PEM”), in September 2011, to manage all of the Company’s exhibition operations (exhibition division). This includes the operation and management of our Bodies, Titanic, Pirates and Pompeii exhibitions. PEM also pursues “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 including the exhibit “One Day in Pompeii”, which is currently being toured by the Company. The Company will operate any such additional properties through its exhibition management subsidiary. Subsequent to the asset purchase, Newco changed its name to Arts and Exhibitions International, LLC. | |||
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. | |||
The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Operations (PEM) and Content Management (RMST). | |||
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 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, 2014. 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, 2014, our results of operations for the three and nine months ended November 30, 2014 and 2013 and cash flows for the nine months ended November 30, 2014 and 2013. The data in the consolidated balance sheet as of February 28, 2014 was derived from our audited consolidated balance sheet as of February 28, 2014, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2014. 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 three and nine months ended November 30, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2015 (“fiscal 2015”). | |||
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 2014 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 2014 Annual Report on Form 10-K. | |||
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. | |||
Recent Accounting Pronouncements | |||
Recently Adopted | |||
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists in Accounting Standards Update 2013-11 (ASU 2013-11) | |||
In July of 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward Exists,” which requires tax benefits to be presented in the financial statement as a reduction to deferred tax asset for a net operating loss carryforward or a tax credit carryforward. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures. | |||
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Update 2014-08 (ASU 2014-08) | |||
In April of 2014, FASB issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures. | |||
Recently Issued | |||
Revenue from Contracts with Customers Update 2014-09 (ASU 2014-09) | |||
In May of 2014, FASB issued Accounting Standards Update No. 2014-09 that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. | |||
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for the Company beginning in the first fiscal quarter of 2018. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. | |||
Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15) | |||
In August 2014, FASB issued Accounting Standards Update No. 2014-15 Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements--Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. |
Note_2_IncomeLoss_Per_Share_Da
Note 2 - Income/(Loss) Per Share Data | 9 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
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. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
November 30, | November 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income/(loss) attributable to shareholders (in thousands) | $ | (2,133 | ) | $ | (233 | ) | $ | (4,998 | ) | $ | 676 | ||||||
Denominator: | |||||||||||||||||
Basic weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,284,177 | |||||||||||||
Effect of dilutive stock options and warrants | - | - | - | 149,750 | |||||||||||||
Diluted weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,433,927 | |||||||||||||
Net income/(loss) per share: | |||||||||||||||||
Basic | $ | (0.04 | ) | $ | 0 | $ | (0.10 | ) | $ | 0.01 | |||||||
Diluted | $ | (0.04 | ) | $ | 0 | $ | (0.10 | ) | $ | 0.01 | |||||||
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 | Nine Months Ended | ||||||||||||||||
November 30, | November 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Warrants | - | 6,000 | - | 6,000 | |||||||||||||
Stock options | 911,663 | 911,663 | 911,663 | 361,663 | |||||||||||||
Total | 911,663 | 917,663 | 911,663 | 367,663 | |||||||||||||
Note_3_Assets_Related_to_2010_
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site | 9 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
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] | 3 | 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-14 | 28-Feb-14 | ||||||||
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 | |||||||
Total expedition costs capitalized | 4,191 | 4,508 | |||||||
Less: Accumulated amortization | (1,571 | ) | (1,101 | ) | |||||
Accumulated depreciation | (458 | ) | (645 | ) | |||||
Expedition costs capitalized, net | $ | 2,162 | $ | 2,762 | |||||
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_4_Notes_and_Royalty_Payab
Note 4 - Notes and Royalty Payable | 9 Months Ended | ||
Nov. 30, 2014 | |||
Debt Disclosure [Abstract] | |||
Debt Disclosure [Text Block] | 4 | Notes and Royalty Payable | |
Orlando Note 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. | |||
As of November 30, 2014, the short-term portion of the note payable was $0 and the long-term portion was $186 thousand. The long-term portion currently payable relates to rental and other arrearages payable on behalf of Worldwide. | |||
AEG Live, LLC Royalty Payable | |||
On April 20, 2012, PEM and 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 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 as part of this transaction. The book value of the note was recorded based upon the expected future cash flows of the exhibitions and discounted to its net present value at an imputed interest rate of 7%. | |||
In March 2014, the Company paid $300 thousand and purchased the tangible assets that were required to be returned to AEG Live, LLC at the end of the purchase agreement. | |||
On April 17, 2014, PEM and AEG terminated the Promissory Note. As part of the termination of the Promissory Note, PEM and AEG entered into a Revenue Payment Agreement providing for modified future payments to AEG with respect to bookings of acquired exhibitions. Pursuant to the Revenue Payment Agreement, going forward PEM will make royalty payments to AEG equal to (a) 90% of net revenues from future bookings and (b) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net Revenues” are determined after deduction by PEM of the direct expenses of operating the exhibitions. Pursuant to the Revenue Payment Agreement, AEG will pay to PEM a management fee of 10% of gross revenues (after deducting any booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $500,000 in calendar year 2014; and $125,000 in calendar years 2015 and 2016. | |||
We considered the accounting guidance in ASC 805, 405, and 470 when evaluating the accounting for the note cancellation and execution of the revenue payment agreement. We note that there was no substantive modification of the obligations under the Note that were made in connection with the cancellation of the Note and the execution of the revenue payment agreement. Accordingly, we do not believe the note was settled and therefore the royalty obligation will continue to be remeasured each period until it is ultimately settled. | |||
Beginning in the first fiscal quarter of 2015, revenues, expenses, assets, and liabilities related to these exhibitions are recorded on a gross reporting basis in the Company’s consolidated financial statements since we are now the primary obligor under these agreements, are fulfilling the customer agreements with assets that the Company has all rights and title to, rather than acting in a management capacity as it was prior to the amendment, have latitude to determine pricing and retain future profits from the arrangement with customers, and retain the credit risk with customers. The majority of the assets and liabilities added as a result of this change are restricted cash, accounts receivable, and deferred revenue. | |||
As of November 30, 2014, the short-term portion of the royalty payable was $180 thousand and the long-term portion was $856 thousand. | |||
Pentwater Notes Payable | |||
On September 30, 2014, Premier Exhibitions, Inc. entered into a Secured Promissory Note and Guarantee with each of two affiliates of Pentwater Capital Management LP. Together the Notes provide for a loan to the Company in the aggregate amount of $8.0 million. The Notes provide for the payment by the Company of interest on a monthly basis at the rate of 12.0% per annum, and the Notes mature on March 31, 2015. The Notes required the Company to pay a closing fee to the Pentwater affiliates in the aggregate amount of 3% of the loan amount and the fees and expenses incurred by the Pentwater affiliates in connection with the negotiation and execution of the Notes. Deferred financing cost related to this loan totaled $383 thousand | |||
The Notes include customary events of default, and also include events of default relating to the preservation of the Titanic assets and maintaining Samuel S. Weiser as an employee of the Company. The Notes also require the Company to maintain minimum unrestricted liquidity of $2.0 million. Upon the occurrence of an event of default, the Company must pay default interest at the base rate plus 3%, and the Pentwater affiliates may declare all amounts outstanding under the Notes to be immediately due and payable. These amounts are included in deferred financing costs on the consolidated balance sheet of the Company. | |||
The Company may prepay the Notes at any time, at 102% of the face amount during the first three months of the term and 100% of the face amount during the second three months of the term. The Company must prepay the note at 102% of the face amount upon a change of control, which would occur upon a change in ownership of 35% of the outstanding shares of the Company or any transfer of any shares of RMS Titanic, Inc. | |||
The Notes are guaranteed by each of RMS Titanic, Inc., Premier Exhibition Management LLC, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company. | |||
The Notes are secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest does not apply to the Titanic assets held by RMS Titanic, Inc., but applies to all revenues, contracts and agreements lawfully arising out of the Titanic assets. | |||
The lenders’ exercise of rights and remedies with respect to the stock of RMS Titanic, Inc. and any revenues, contracts and agreements lawfully arising out of the Titanic assets are expressly governed by and subject to the terms and conditions of the applicable court orders governing the ownership of the Titanic assets by RMS Titanic, Inc., which include (i) the Opinion issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 12, 2010; (ii) the Order issued by the United State District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 15, 2011; (iii) the Revised Covenants and Conditions for the Future Disposition of Objects Recovered from the R.M.S. Titanic by RMS Titanic, Inc. pursuant to an in-specie salvage award granted by the United States District Court for the Eastern District of Virginia, dated as of August 15, 2011; and (iv) the Process Verbal, issued on October 12, 1993 by the Maritime Affairs Administrator for the Ministry of Equipment Transportation and Tourism, French Republic to Titanic Ventures Limited Partnership. | |||
As of November 30, 2014, the short-term portion of the notes payable was $8.0 million. |
Note_5_Legal_Proceedings_and_C
Note 5 - Legal Proceedings and Contingencies | 9 Months Ended | ||
Nov. 30, 2014 | |||
Disclosure Text Block Supplement [Abstract] | |||
Legal Matters and Contingencies [Text Block] | 5 | 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 balance in the Reserve Fund as of November 30, 2014 is $333 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 certain of 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 14, 2014, SeaVentures, LTD. filed suit against the Company in the Circuit Court for the Ninth Judicial District in Orange County, Florida. The suit alleges that the Company breached a contract with SeaVentures under which we were required to present one or more Titanic exhibitions jointly presenting Titanic artifacts and artifacts recovered from the RMS Carpathia which are owned by SeaVentures, LTD. SeaVentures seeks $743 thousand plus interest and costs. The case is now in discovery and the outcome of the case is not readily determinable at this time. | |||
On December 17, 2014, the Company filed suit against James Beckmann and his company, Image Quest Worldwide, Inc. in the District Court of Clark County, Nevada. The suit alleges that Image Quest Worldwide breached its July 19, 2010, sublease with the Company with respect to certain space at the Luxor Hotel and Casino. As an inducement to Premier to execute the sublease, James Beckman, the principal of Image Quest Worldwide, Inc., signed a personal guarantee which is enforceable if Image Quest failed to satisfy its obligations under the Sublease. The suit alleges that Image Quest failed to pay over $1.4 million in payments required under the Sublease. The Company cannot currently determine whether Image Quest Worldwide, Inc. or Mr. Beckman have sufficient funds to pay some or all of the outstanding debt, 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 | |||
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. As of November 30, 2014, a receivable of $22 thousand, net of allowance for doubtful accounts of $199 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 were received in the first quarter of fiscal 2014 and is reflected in the nine months ended November 30, 2013 consolidated statement of operations. | |||
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 last year at the Venetian Macau, and which has been marketed around the world. In the suit, the Company made claims against Mr. Zaller personally for conversion, breach of contract, and misappropriation of trade secrets under Georgia law. The Company made claims against Mr. Zaller and his companies for unjust enrichment, fraud, fraudulent inducement, and trade dress violations under the Lanham Act. The Company sued for unspecified damages. | |||
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 sought 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 sought unspecified damages from the Company related to actions taken by the Company to protect its confidential and proprietary intellectual property. On December 18, 2013, the Company filed a counterclaim against Kingsmen Exhibits PTE, LTD. in this lawsuit. In the counterclaim, the Company alleged that Kingsmen unlawfully competed against the Company in the development and operation of its competing Titanic exhibition. Specifically, the Company alleged that Kingsmen infringed on its copyrights by unlawfully obtaining and using the Company’s design files to build its exhibitions. The Company sought to enjoin Kingsmen from continuing to infringe on its rights, and for unspecified damages related to the infringement. | |||
On December 2, 2014 the Company entered into a Full and General Mutual Release Settlement and Confidentiality Agreement (the “Agreement”) with Thomas Zaller, Imagine Exhibitions, Inc., Imagine Exhibitions, Inc., Imagine Exhibitions PTE, LTD., and TZ, Inc., (collectively the “Zaller Parties”), and Kingsmen Exhibits PTE, LTD and Kingsmen Creative, LTD (collectively the “Kingsmen Parties”). The Agreement settled the litigation between the Company and the Zaller Parties in the United States District Court for the Northern District of Georgia, Atlanta Division, and between the Company and the Kingsmen Parties in the High Court of the Republic of Singapore. | |||
The Agreement required the Zaller Parties to collectively pay the Company $725 thousand on or before December 4, 2014. The Agreement stipulates that the Zaller Parties and the Kingsmen Parties deny any admission of fault or liability to the Company. Under the Agreement, the Zaller Parties and Kingsmen Parties also agree not to stage a Titanic exhibition in the United States or Canada for a period of thirty six months or in Western Europe (defined as the United Kingdom, Ireland, France, Germany, Italy, Switzerland, Spain, Portugal, Sweden, Denmark and Norway) for a period of twenty four months. Each of the parties to the Agreement executed mutual general releases. | |||
Revenue and Sales and Use Tax Examinations | |||
As of November 30, 2014, 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), 2011-2014 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. | |||
As of May 8, 2014, the State of New York has completed its most recent examination of the Company’s sales and use tax returns for all periods through May 31, 2012. The State of New York has assessed additional sales and use tax of approximately $374 thousand, including interest of $93 thousand, of which $37 thousand is accrued in the Company’s financial statements as of November 30, 2014. The Company is appealing the remaining balance assessed by the State of New York as it relates to license payments for our Bodies exhibitions. The Company’s position is that it is not liable to pay these taxes. | |||
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_6_Segment_Information
Note 6 - Segment Information | 9 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Disclosure [Text Block] | 6 | 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), Pompeii, Semmel’s King Tut, and Extreme Dinosaurs exhibitions as well as the operation and management of the AEI property known as “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 $1.0 million and $461 thousand for the three months ended November 30, 2014 and 2013, respectively and $2.8 million and $1.7 million for the nine months ended November 30, 2014 and 2013, 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 $280 thousand and $907 thousand reported for the RMS Titanic segment for the three months and nine months ended November 30, 2014, respectively and $334 thousand and $1.5 million for the three months and nine months ended November 30, 2013, 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, 2014 and 2013 by segment (in thousands): | |||||||||||||||||
Three Months Ended November 30, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 6,727 | $ | 280 | $ | (280 | ) | $ | 6,727 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 5,064 | - | (280 | ) | 4,784 | ||||||||||||
Gross profit | 1,663 | 280 | - | 1,943 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 2,656 | 264 | - | 2,920 | |||||||||||||
Depreciation and amortization | 1,093 | - | - | 1,093 | |||||||||||||
Total Operating expenses | 3,749 | 264 | - | 4,013 | |||||||||||||
Income/(loss) from operations | (2,086 | ) | 16 | - | (2,070 | ) | |||||||||||
Other expense | (307 | ) | - | (307 | ) | ||||||||||||
Income/(loss) before income tax | (2,393 | ) | 16 | - | (2,377 | ) | |||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net income/(loss) | (2,393 | ) | 16 | - | (2,377 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 244 | - | - | 244 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (2,149 | ) | $ | 16 | $ | - | $ | (2,133 | ) | |||||||
Three Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
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 | ) | |||||||
Nine Months Ended November 30, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 22,515 | $ | 907 | $ | (907 | ) | $ | 22,515 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 15,368 | - | (907 | ) | 14,461 | ||||||||||||
Gross profit | 7,147 | 907 | - | 8,054 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 9,052 | 898 | - | 9,950 | |||||||||||||
Depreciation and amortization | 3,393 | - | - | 3,393 | |||||||||||||
Gain on disposal of assets | (4 | ) | - | - | (4 | ) | |||||||||||
Total Operating expenses | 12,441 | 898 | - | 13,339 | |||||||||||||
Income/(loss) from operations | (5,294 | ) | 9 | - | (5,285 | ) | |||||||||||
Other expense | (313 | ) | - | - | (313 | ) | |||||||||||
Income/(loss) before income tax | (5,607 | ) | 9 | - | (5,598 | ) | |||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net income/(loss) | (5,607 | ) | 9 | - | (5,598 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 600 | - | - | 600 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (5,007 | ) | $ | 9 | $ | - | $ | (4,998 | ) | |||||||
Nine Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
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 | ||||||||
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-14 | 28-Feb-14 | ||||||||||||||||
Exhibition Management | $ | 36,126 | $ | 23,374 | |||||||||||||
RMS Titanic | 5,722 | 6,282 | |||||||||||||||
Corporate and unallocated | 302 | 600 | |||||||||||||||
Total assets | $ | 42,150 | $ | 30,256 | |||||||||||||
Expenditures for additions to long-lived assets by segment for the nine months ended November 30, 2014 and 2013, respectively are reflected in the table below (in thousands): | |||||||||||||||||
Nine Months Ended November 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Exhibition Management | $ | 441 | $ | 2,970 | |||||||||||||
RMS Titanic | - | - | |||||||||||||||
Total capital expenditures | $ | 441 | $ | 2,970 | |||||||||||||
Note_7_Consignment_Agreement_a
Note 7 - Consignment Agreement and RMS Titanic Sale | 9 Months Ended | ||
Nov. 30, 2014 | |||
Significant Agreements Disclosure [Abstract] | |||
Significant Agreements Disclosure [Text Block] | 7 | Consignment agreement and RMS Titanic Sale | |
The Company was party to a Consignment Agreement with Guernsey's auction house to sell the Company's Titanic artifacts and related intellectual property. If and when a transaction is closed, the Company would be required to pay Guernsey's a fee of up to 8% of the sale price if a purchase agreement is entered into within 60 days of the auction deadline, and up to 4% of the sale price if a purchase agreement was entered into thereafter. The actual amount of the commission would have depended on the sale price, identity of the purchasing party and the date when the sale was closed. The obligation to pay a fee to Guernsey’s for a Titanic artifact sale has ended pursuant to the terms of the agreement. In addition, if a transaction to sell the Titanic artifact collection was closed, the Company may have been required to pay a Transaction Bonus to Christopher Davino, former President of RMS Titanic, Inc., dependent upon the sale price, identity of the purchasing party and the date when the sale is closed. The obligation to pay a transaction bonus to Mr. Davino has ended. In addition, the Company expects to incur other legal, accounting and investment banking expenses if and when a sale of the Titanic artifacts is completed. 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 third quarter of fiscal 2014. | |||
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. The Company has retained JP Morgan Securities as its advisor to assist the Board in evaluating other strategic alternatives. There is no guarantee that a transaction or series of transactions will result from this process. |
Note_8_Commitment_and_Continge
Note 8 - Commitment and Contingencies | 9 Months Ended | ||
Nov. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies Disclosure [Text Block] | 8 | Commitment and Contingencies | |
417 Fifth Avenue - New York City, New York | |||
On April 9, 2014, the Company entered into a 130-month lease agreement for exhibition and retail space with 417 Fifth Avenue Real Estate, LLC in New York City, New York. This lease includes approximately 51,000 square feet of space at 417 Fifth Avenue between 37th and 38th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square. The Company has signed an Exhibit Promoter Agreement to present Saturday Night Live: The Experience which will open in our New York City location. Specific information about the other exhibition that will be opening in the space will be released at a later date. In the first fiscal quarter of fiscal 2015, we purchased an $800 thousand certificate of deposit and pledged it as collateral for this lease. An additional $900 thousand in collateral is due in the first fiscal quarter of 2016. The lease commenced in July 2014 and we anticipate the Company will begin presenting exhibitions in the leased space during the fiscal first quarter of 2016. Total future minimum payments under this lease are approximately $45.8 million. | |||
On November 24, 2014, Premier Exhibitions, Inc., entered into a First Amendment to Lease to modify its lease of the exhibition space at 417 5th Avenue in New York City. | |||
Pursuant to the lease amendment, the Company will complete the “initial work” as more fully defined in the lease to generally include the build out of the space for the Company’s exhibitions. The original lease provided that the Landlord would manage construction of the space and would deliver the premises ready for the installation of the Company’s exhibitions. | |||
The lease amendment also requires that the Company deposit with the landlord an initial capital funding contribution equal to the difference between the estimated cost of the initial work and the amount funded by the landlord pursuant to the Lease and amortized as additional rent. The landlord will release the funds to pay for the initial work following submission of funding requests by the Company. This amount totals $7.4 million and is included in lease incentive and deferred rent on the consolidated balance sheet of the Company. The initial capital funding contribution paid by the Company of $3.4 million is included on the consolidated balance sheet of the Company as a construction deposit. | |||
The Lease Amendment further includes a waiver by landlord and Company of certain delays which occurred prior to the date of the lease amendment, and sets the commencement date and rent commencement date of the Lease. | |||
Third Amendment to Atlanta, Georgia Lease Agreement | |||
On November 18, 2014, the Company entered into a third amendment to the lease for its exhibition space in Atlantic Station in Atlanta, Georgia. This space is used for our “Bodies…The Exhibition”. The third amendment reduces the Company’s gross leasable area to 11,770 square feet. The lease term is for an additional 24 months from February 1, 2015 through January 31, 2017. The minimum annual rent is $180 thousand. | |||
New Exhibitions | |||
Saturday Night Live | |||
On October 13, 2014, Premier Exhibition Management, LLC, a subsidiary of Premier Exhibitions, Inc., entered into an Exhibit Promoter Agreement with Broadway Video Entertainment, Inc. (“BV”) to produce an exhibition based on the television show “Saturday Night Live.” The term of the Agreement is five (5) years from the opening date of the exhibition. | |||
The exhibition will feature the characters, stories, programs, cast and creators of Saturday Night Live and will be presented at the Company’s new venue in New York City. The Company is required to open the exhibit by June 1, 2015, subject to certain rights to cure any delay. | |||
Pursuant to the Exhibit Promoter Agreement, the Company will produce and present the exhibition and will operate a merchandise store for exhibition related products. The production costs will be funded by the Company. BV will be paid a license fee of ten percent (10%) of gross revenues after deduction of sales tax, credit card and check verification fees, refunds, and returns (“Adjusted Gross Revenue”) earned by the Company from any source related to the Exhibition (including ticket sales, merchandise, and audio tour) on the first $10 million of Adjusted Gross Revenue; twelve and one half percent (12.5%) of Adjusted Gross Revenue greater than $10 million and up to $20 million and fifteen percent (15%) on Adjusted Gross Revenue over $20 million during the Term (the “License Fee”). BV will be entitled to an advance of the License Fee in the amount of $1 million total, with $250 thousand paid on November 1, 2014, $250 thousand paid on December 31, 2014, $250 thousand to be paid by June 15, 2015, and $250 thousand to be paid December 31, 2015. This advance will be recouped by the Company from the License Fee payable to BV. Any sponsorship revenue related to the exhibit will be paid 50% to the Company and 50% to BV, after deduction for expenses of fulfillment. The $250 thousand paid as of November 30, 2014 is included in prepaid expenses on the consolidated balance sheet of the Company. | |||
Ice Age | |||
On November 4, 2014, Premier Exhibition Management, LLC, a subsidiary of Premier Exhibitions, Inc., entered into a License with Twentieth Century Fox Licensing & Merchandising, a division of Fox Entertainment Group, Inc., as administrator for Twentieth Century Fox Film Corporation (“FOX”) to produce one (1) exhibition based on the Ice Age series of films. The initial term of the Agreement is five (5) years from the opening date of the first exhibition. The Company has one (1) five (5) year option to renew the term which is subject to the Company’s full compliance with its obligations under the agreement. | |||
The exhibition will feature the artwork, characters, stories, and creative elements of the following four (4) theatrical motion pictures: “ICE AGE,” “ICE AGE: THE MELTDOWN,” “ICE AGE: DAWN OF DINOSAURS,” and “ICE AGE: CONTINENTAL DRIFT.” The Company will present the exhibition at museums, science centers and exhibition centers throughout the world. The Company is required to open the exhibit by March 31, 2016, and FOX has the right to terminate the agreement if the first exhibit is not opened by that date. | |||
Pursuant to the Exhibition License Agreement, the Company will produce and present the exhibition and will operate a merchandise store for exhibition related products. The production costs will be funded by the Company. The exhibit has a minimum production budget of $3 million. | |||
FOX will be paid a non-refundable guarantee of $2 million paid as follows: an advance totaling $750 thousand, $250 thousand of which was previously paid, and $500 thousand which was paid upon the mutual execution of the agreement; $450 thousand payable on or before March 31, 2018; $400 thousand payable on or before March 31, 2019; and $400 thousand payable on or before March 31, 2020. The Company will also pay FOX ten (10%) percent royalties on gross ticket and merchandise sales, after deduction of taxes, credit card processing fees, and customer returns (the “Royalty”). Fox will also receive thirty percent (30%) of sponsorship revenue after expenses of fulfillment if FOX initiates the sponsorship, or twenty percent (20%) of the sponsorship revenue after expenses of fulfillment if the Company initiates the sponsorship. The $750 thousand paid as of November 30, 2014 is included in prepaid expenses on the consolidated balance sheet of the Company. | |||
The non-refundable guarantee will be recoupable by the Company from the Royalty payable to FOX according to the following schedule: $400 thousand of the advance shall be recoupable against the Royalty earned for the period of time between November 4, 2014 and the earlier of one year after the exhibition opens to the public or March 31, 2017. The remaining $350 thousand of the advance shall be recoupable against the Royalty earned during the period between the date one year after the date the exhibition opens to the public (and in any event no later than March 30, 2017) and the date two years after the date the exhibit opens to the public (and in any event no later than March 30, 2018). Thereafter, each payment of the non-refundable guarantee shall be recoupable against the Royalty earned during the twelve month period immediately following the payment due date of such non-recoupable guarantee. |
Note_9_Liquidity_and_Capital_R
Note 9 - Liquidity and Capital Resources | 9 Months Ended | ||
Nov. 30, 2014 | |||
Liquidity And Capital Resources [Abstract] | |||
Liquidity And Capital Resources [Text Block] | 9 | Liquidity and Capital Resources | |
The Company’s operations in the recent past have been financed primarily through cash flow from operations and existing cash. The Company has incurred net losses for the majority of the past several years. Moving forward, the Company expects to have significant cash outflows in the near term based on the New York City lease, leasehold improvements of the leased space and new content development. | |||
On September 30, 2014, Premier Exhibitions, Inc. entered into a short-term Secured Promissory Note and Guarantee with each of two affiliates of Pentwater Capital Management LP. Together the Notes provide for a loan to the Company in the aggregate amount of $8.0 million. The Notes provide for the payment by the Company of interest on a monthly basis at the rate of 12% per annum, and the Notes mature and must be paid in full on March 31, 2015. | |||
The Notes include customary events of default, and also include events of default relating to the preservation of the Titanic assets and maintaining Samuel S. Weiser as an employee of the Company. The Notes also require the Company to maintain minimum unrestricted liquidity of $2.0 million. Upon the occurrence of an event of default, the Company must pay default interest at the base rate plus 3%, and the Pentwater affiliates may declare all amounts outstanding under the Notes to be immediately due and payable. | |||
The Notes are guaranteed by each of RMS Titanic, Inc., Premier Exhibition Management LLC, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company. The Notes are secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest does not apply to the Titanic assets held by RMS Titanic, Inc., but applies to all revenues, contracts and agreements lawfully arising out of the Titanic assets. | |||
The proceeds from these Notes are being used to satisfy the Company’s obligations under the New York City lease and proposed new content agreements. | |||
Because the Notes mature and must be paid in full on March 31, 2015, the Company must obtain replacement financing for the Notes or negotiate an extension or forbearance with the Pentwater affiliates by that date. The Company is currently considering a number of potential transactions that would provide replacement capital for the Company, including a financing transaction with one or more potential strategic partners, a private placement of equity securities, and a private placement of convertible promissory notes, including potentially to some of the Company’s existing shareholders. | |||
If the Company is unsuccessful in obtaining replacement capital to repay the Notes, the Company may be unable to meet its obligations in the future and the Company's liquidity may be impaired. In addition to obtaining replacement capital, based on our recurring losses, financial obligations and working capital levels, the Company will also need to raise additional funds to finance its operations and new content opportunities in the near future. If the Company is unable to obtain this additional capital, the Company’s business, financial condition and results of operations will be materially and adversely affected. | |||
Under the terms of the Notes, the exercise of rights and remedies by the Pentwater affiliates with respect to the stock of RMS Titanic, Inc. and any revenues, contracts and agreements lawfully arising out of the Titanic assets are expressly governed by and subject to the terms and conditions of the applicable court orders governing the ownership of the Titanic assets by RMS Titanic, Inc. However, if the Company is unable to replace or extend the Notes by the maturity date of March 31, 2015, the lenders will have the right to exercise lender’s rights and remedies against the collateral, including the stock of RMS Titanic, Inc., which owns and control the Company’s Titanic assets. The lenders may then be able to sell the Titanic assets to third parties, subject to the above court orders, potentially at prices below the level at which the Company would agree to sell such assets. Any such sale of the Titanic assets could yield little or no proceeds for the Company’s shareholders, after the satisfaction of the Company’s obligations to the lenders. | |||
Any convertible note issuance or other equity-based financing by the Company to obtain replacement capital would be dilutive to stockholders, and debt financing, if available, may be available only on unattractive terms and may involve restrictive covenants, either of which could limit the Company’s ability to grow and expand its operations. | |||
If our efforts to raise additional funds are unsuccessful, the Company will be required to delay, reduce or eliminate portions of our strategic plan and may be required to seek the protection of the U.S. bankruptcy laws and/or cease operating as a going concern. In addition, if the Company does not meet its payment obligations to third parties as they come due, the Company may be subject to an involuntary bankruptcy proceeding or other litigation claims. Even if the Company were successful in defending against these potential claims and proceedings, such claims and proceedings could result in substantial costs and be a distraction to management, and may result in unfavorable results that could further adversely impact our financial condition. | |||
If the Company makes a bankruptcy filing, is subject to an involuntary bankruptcy filing, or is otherwise unable to continue as a going concern, the Company may be required to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that shareholders will lose all or a part of their investments. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 9 Months Ended | ||
Nov. 30, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events [Text Block] | 10 | Subsequent events | |
Legal Proceedings | |||
On December 2, 2014, RMS Titanic, Inc., a subsidiary of Premier Exhibitions, Inc. entered into a Full and General Mutual Release Settlement and Confidentiality Agreement (the “Agreement”) with Thomas Zaller, Imagine Exhibitions, Inc., a Georgia corporation, Imagine Exhibitions, Inc., a Nevada corporation, Imagine Exhibitions PTE, LTD., and TZ, Inc., (collectively the “Zaller Parties”), and Kingsmen Exhibits PTE, LTD and Kingsmen Creative, LTD (collectively the “Kingsmen Parties”). The Agreement settles litigation between the Company and the Zaller Parties in the United States District Court for the Northern District of Georgia, Atlanta Division, and between the Company and the Kingsmen Parties in the High Court of the Republic of Singapore. | |||
The Agreement required Imagine Exhibitions, Inc., a Georgia corporation, Imagine Exhibitions, Inc., a Nevada corporation, Imagine Exhibitions PTE, LTD, and TZ, Inc. to collectively pay the Company $725 thousand on or before December 4, 2014. The Agreement stipulates that the Zaller Parties and the Kingsmen Parties deny any admission of fault or liability to the Company. Under the Agreement, the Zaller Parties and Kingsmen Parties also agree not to stage a Titanic exhibition in the United States or Canada for a period of thirty six months or in Western Europe (defined as the United Kingdom, Ireland, France, Germany, Italy, Switzerland, Spain, Portugal, Sweden, Denmark and Norway) for a period of twenty four months. Each of the parties to the Agreement executed mutual general releases. The Company is required to pay a portion of this settlement as legal fees. The payment was received in December 2014. | |||
On December 17, 2014, the Company filed suit against James Beckmann and his company, Image Quest Worldwide, Inc. in the District Court of Clark County, Nevada. The suit alleges that Image Quest Worldwide breached its July 19, 2010, sublease with the Company with respect to certain space at the Luxor Hotel and Casino. As an inducement to Premier to execute the sublease, James Beckman, the principal of Image Quest Worldwide, Inc., signed a personal guarantee which is enforceable if Image Quest failed to satisfy its obligations under the Sublease. The suit alleges that Image Quest failed to pay over $1.4 million in payments required under the Sublease. The Company cannot currently determine whether Image Quest Worldwide, Inc. or Mr. Beckman have sufficient funds to pay some or all of the outstanding debt, and the outcome of the case is not readily determinable at this time. | |||
Reverse Stock Split | |||
The Board of Directors has approved and is seeking shareholder approval of a resolution to authorize the Board, without further action of the shareholders, to amend our Articles of Incorporation (the “Articles of Incorporation”), to implement a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 1 for 10 at any time prior to April 30, 2015. | |||
If this proposal is approved by our shareholders, the Board of Directors will have the authority, without further action on the part of the shareholders, to implement the reverse stock split at a 1-for-10 ratio by filing an amendment to the Articles of Incorporation with the Florida Department of State, Corporations Division. For the reasons discussed below, we anticipate that the reverse stock split, if this proposal is approved by our shareholders, will be implemented as soon as practicable following the Annual Meeting but in no event no later than April 30, 2015. The Board has reserved the right to abandon the reverse stock split, even if approved by our shareholders, if the Board, in its sole discretion, determines that the reverse stock split is no longer in the best interests of the Company or its shareholders. | |||
Except for any changes as a result of the treatment of fractional shares, each shareholder will hold the same percentage of our common stock outstanding immediately after the reverse stock split as such shareholder held immediately prior to the reverse stock split. The proposed reverse stock split will not affect the number of shares of common stock authorized in the Articles of Incorporation, which is 65,000,000. Because the number of shares of authorized common stock will not be affected, the effect of the proposed reverse stock split will be an increase in the authorized, but unissued, shares of common stock. These additional shares could be used by us in the future for various purposes without further shareholder approval (subject to applicable NASDAQ Listing Rules), including, among other things: (i) raising capital necessary to fund our future operations or to satisfy our indebtedness and other obligations, (ii) providing equity incentives to our employees, officers, directors and consultants, (iii) entering into collaborations and other strategic relationships and (iv) expanding our business through the acquisition of, or combination with, other businesses. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 2014 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
Recently Adopted | |
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists in Accounting Standards Update 2013-11 (ASU 2013-11) | |
In July of 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward Exists,” which requires tax benefits to be presented in the financial statement as a reduction to deferred tax asset for a net operating loss carryforward or a tax credit carryforward. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures. | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Update 2014-08 (ASU 2014-08) | |
In April of 2014, FASB issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures. | |
Recently Issued | |
Revenue from Contracts with Customers Update 2014-09 (ASU 2014-09) | |
In May of 2014, FASB issued Accounting Standards Update No. 2014-09 that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. | |
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for the Company beginning in the first fiscal quarter of 2018. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. | |
Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15) | |
In August 2014, FASB issued Accounting Standards Update No. 2014-15 Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements--Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. | |
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 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, 2014. 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, 2014, our results of operations for the three and nine months ended November 30, 2014 and 2013 and cash flows for the nine months ended November 30, 2014 and 2013. The data in the consolidated balance sheet as of February 28, 2014 was derived from our audited consolidated balance sheet as of February 28, 2014, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2014. 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 three and nine months ended November 30, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2015 (“fiscal 2015”). | |
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 2014 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 2014 Annual Report on Form 10-K. | |
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_IncomeLoss_Per_Share_Da1
Note 2 - Income/(Loss) Per Share Data (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income/(loss) attributable to shareholders (in thousands) | $ | (2,133 | ) | $ | (233 | ) | $ | (4,998 | ) | $ | 676 | ||||||
Denominator: | |||||||||||||||||
Basic weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,284,177 | |||||||||||||
Effect of dilutive stock options and warrants | - | - | - | 149,750 | |||||||||||||
Diluted weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,433,927 | |||||||||||||
Net income/(loss) per share: | |||||||||||||||||
Basic | $ | (0.04 | ) | $ | 0 | $ | (0.10 | ) | $ | 0.01 | |||||||
Diluted | $ | (0.04 | ) | $ | 0 | $ | (0.10 | ) | $ | 0.01 | |||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
November 30, | November 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Warrants | - | 6,000 | - | 6,000 | |||||||||||||
Stock options | 911,663 | 911,663 | 911,663 | 361,663 | |||||||||||||
Total | 911,663 | 917,663 | 911,663 | 367,663 |
Note_3_Assets_Related_to_2010_1
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Tables) | 9 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
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-14 | 28-Feb-14 | |||||||
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 | |||||||
Total expedition costs capitalized | 4,191 | 4,508 | |||||||
Less: Accumulated amortization | (1,571 | ) | (1,101 | ) | |||||
Accumulated depreciation | (458 | ) | (645 | ) | |||||
Expedition costs capitalized, net | $ | 2,162 | $ | 2,762 |
Note_6_Segment_Information_Tab
Note 6 - Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended November 30, 2014 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 6,727 | $ | 280 | $ | (280 | ) | $ | 6,727 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 5,064 | - | (280 | ) | 4,784 | ||||||||||||
Gross profit | 1,663 | 280 | - | 1,943 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 2,656 | 264 | - | 2,920 | |||||||||||||
Depreciation and amortization | 1,093 | - | - | 1,093 | |||||||||||||
Total Operating expenses | 3,749 | 264 | - | 4,013 | |||||||||||||
Income/(loss) from operations | (2,086 | ) | 16 | - | (2,070 | ) | |||||||||||
Other expense | (307 | ) | - | (307 | ) | ||||||||||||
Income/(loss) before income tax | (2,393 | ) | 16 | - | (2,377 | ) | |||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net income/(loss) | (2,393 | ) | 16 | - | (2,377 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 244 | - | - | 244 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (2,149 | ) | $ | 16 | $ | - | $ | (2,133 | ) | |||||||
Three Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
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 | ) | |||||||
Nine Months Ended November 30, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 22,515 | $ | 907 | $ | (907 | ) | $ | 22,515 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 15,368 | - | (907 | ) | 14,461 | ||||||||||||
Gross profit | 7,147 | 907 | - | 8,054 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 9,052 | 898 | - | 9,950 | |||||||||||||
Depreciation and amortization | 3,393 | - | - | 3,393 | |||||||||||||
Gain on disposal of assets | (4 | ) | - | - | (4 | ) | |||||||||||
Total Operating expenses | 12,441 | 898 | - | 13,339 | |||||||||||||
Income/(loss) from operations | (5,294 | ) | 9 | - | (5,285 | ) | |||||||||||
Other expense | (313 | ) | - | - | (313 | ) | |||||||||||
Income/(loss) before income tax | (5,607 | ) | 9 | - | (5,598 | ) | |||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net income/(loss) | (5,607 | ) | 9 | - | (5,598 | ) | |||||||||||
Less: Net loss attributable to non-controlling interest | 600 | - | - | 600 | |||||||||||||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ | (5,007 | ) | $ | 9 | $ | - | $ | (4,998 | ) | |||||||
Nine Months Ended November 30, 2013 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
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 | ||||||||
Summary of Assets by Segments [Table Text Block] | As of | ||||||||||||||||
30-Nov-14 | 28-Feb-14 | ||||||||||||||||
Exhibition Management | $ | 36,126 | $ | 23,374 | |||||||||||||
RMS Titanic | 5,722 | 6,282 | |||||||||||||||
Corporate and unallocated | 302 | 600 | |||||||||||||||
Total assets | $ | 42,150 | $ | 30,256 | |||||||||||||
Expenditures for Additions to Long Lived Assets by Segment [Table Text Block] | Nine Months Ended November 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Exhibition Management | $ | 441 | $ | 2,970 | |||||||||||||
RMS Titanic | - | - | |||||||||||||||
Total capital expenditures | $ | 441 | $ | 2,970 |
Note_1_Background_and_Basis_of1
Note 1 - Background and Basis of Presentation (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2014 | Jul. 12, 2012 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2013 |
Exhibition Management and RMS Titanic [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Number of Operating Segments | 2 | ||||
Arts and Exhibitions International LLC [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Number of Exhibitions | 4 | ||||
Exhibit Merchandising, LLC [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Business Combination, Consideration Transferred (in Dollars) | $125 | ||||
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | Outside of United States [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | 15.00% | 7.00% | 7.00% |
Note_2_IncomeLoss_Per_Share_Da2
Note 2 - Income/(Loss) Per Share Data (Details) - Computation of Basic and Diluted Net Income/(Loss) Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 |
Numerator: | ||||
Net income/(loss) attributable to shareholders (in thousands) (in Dollars) | ($2,133) | ($233) | ($4,998) | $676 |
Denominator: | ||||
Basic weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,284,177 |
Effect of dilutive stock options and warrants | 149,750 | |||
Diluted weighted-average shares outstanding | 49,095,002 | 49,234,187 | 49,065,692 | 49,433,927 |
Net income/(loss) per share: | ||||
Basic (in Dollars per share) | ($0.04) | $0 | ($0.10) | $0.01 |
Diluted (in Dollars per share) | ($0.04) | $0 | ($0.10) | $0.01 |
Note_2_IncomeLoss_Per_Share_Da3
Note 2 - Income/(Loss) Per Share Data (Details) - Anti-Dilutive Securities | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 911,663 | 917,663 | 911,663 | 367,663 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 6,000 | 6,000 | ||
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 911,663 | 911,663 | 911,663 | 361,663 |
Note_3_Assets_Related_to_2010_2
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | ||
Capitalized Expedition Costs | $4,191 | $4,508 |
Note_3_Assets_Related_to_2010_3
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | $4,191 | $4,508 |
Less: Accumulated amortization | -1,571 | -1,101 |
Accumulated depreciation | -458 | -645 |
Expedition costs capitalized, net | 2,162 | 2,762 |
Three D Film [Member] | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | 1,817 | 1,817 |
Three D Exhibitry [Member] | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | 857 | 857 |
Two D Documentary [Member] | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | 631 | 631 |
Gaming Application [Member] | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | 886 | 886 |
Expedition Web Point of Presence [Member] | ||
Note 3 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items] | ||
Exhibition Costs | $317 |
Note_4_Notes_and_Royalty_Payab1
Note 4 - Notes and Royalty Payable (Details) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||
Oct. 17, 2011 | Nov. 30, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Apr. 20, 2012 | |
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Asset Acquisition Repayment Period | 2 years | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $720,000 | ||||||
Liability Assumed Repayment Period | 4 years | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,377,000 | ||||||
Notes Payable, Current | 8,000,000 | 170,000 | |||||
Notes Payable, Noncurrent | 186,000 | 1,126,000 | |||||
Payments to Acquire Property, Plant, and Equipment | 441,000 | 2,970,000 | |||||
Accrued Royalties, Current | 180,000 | ||||||
Accrued Royalties, Noncurrent | 856,000 | ||||||
Calendar Year 2014 [Member] | Arts and Exhibitions International LLC [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Minimum Management Fee | 500,000 | ||||||
Calendar Year 2015 [Member] | Arts and Exhibitions International LLC [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Minimum Management Fee | 125,000 | ||||||
Calendar Year 2016 [Member] | Arts and Exhibitions International LLC [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Minimum Management Fee | 125,000 | ||||||
Secured Promissory Note and Guarantee [Member] | Two Affiliates of Pentwater Capital Management LP [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Notes Payable, Current | 8,000,000 | 8,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Maturity Date | 31-Mar-15 | ||||||
Note Payable, Closing Fee, Percentage | 3.00% | ||||||
Deferred Finance Costs, Noncurrent, Gross | 383,000 | ||||||
Requirements of Note Payable, Minimum Unrestricted Liquidity | 2,000,000 | ||||||
Note Payable, Additional Interest to be Paid in the Event of Default, Percentage | 3.00% | ||||||
Note Prepayment Percentage First Three Months of Term | 102.00% | ||||||
Note Prepayment Percentage Second Three Months of Term | 100.00% | ||||||
Note Prepayment Percentage Upon Change of Control | 102.00% | ||||||
Note Prepayment Change in Ownership Percentage of Outstanding Shares | 35.00% | ||||||
Worldwide Licensing and Merchandising Inc [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Business Acquisition, Date of Acquisition Agreement | 17-Oct-11 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 800,000 | ||||||
Notes Payable, Current | 0 | ||||||
Notes Payable, Noncurrent | 186,000 | ||||||
Worldwide Licensing and Merchandising Inc [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.60% | ||||||
Arts and Exhibitions International LLC [Member] | |||||||
Note 4 - Notes and Royalty Payable (Details) [Line Items] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||||||
Payments to Acquire Property, Plant, and Equipment | 300,000 | ||||||
Royalty Payments, Percentage of Net Revenues from Future Bookings | 90.00% | ||||||
Royalty Payments, Percentage of Net Revenues from Proposed Exhibitions | 20.00% | ||||||
Management Fee, Percentage of Gross Revenues | 10.00% | ||||||
Accrued Royalties, Current | 180,000 | ||||||
Accrued Royalties, Noncurrent | $856,000 |
Note_5_Legal_Proceedings_and_C1
Note 5 - Legal Proceedings and Contingencies (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Dec. 14, 2014 | Feb. 14, 2014 | Nov. 30, 2011 | Nov. 10, 2011 | Aug. 12, 2010 | Apr. 30, 2011 | Nov. 30, 2014 | Feb. 28, 2014 | Aug. 15, 2011 | |
Note 5 - Legal Proceedings and Contingencies (Details) [Line Items] | |||||||||
Minimum Quarterly Reserve Fund Payments Required | $25,000 | ||||||||
Reserve Fund Required | 5,000,000 | ||||||||
Reserve Fund Balance | 25,000 | 333,000 | |||||||
Payment of Trust Account | 25,000 | ||||||||
Loss Contingency, Damages Sought, Value | 743,000 | ||||||||
Non Payment of Sublease Payment | 1,400,000 | ||||||||
Allowance for Doubtful Accounts Receivable, Current | 352,000 | 392,000 | |||||||
Artifacts [Member] | |||||||||
Note 5 - Legal Proceedings and Contingencies (Details) [Line Items] | |||||||||
Recovery of Artifacts | 3,000 | ||||||||
Fair Market Value Of Artifacts, Percentage Awarded | 100.00% | ||||||||
Fair Market Value of Artifacts | 110,000,000 | ||||||||
Non Payment of License Fee | 800,000 | ||||||||
Litigation Settlement, Expense | 375,000 | ||||||||
Net Receivable from Litigation | 22,000 | ||||||||
Allowance for Doubtful Accounts Receivable, Current | 199,000 | ||||||||
One Nine Eight Seven Artifacts [Member] | |||||||||
Note 5 - Legal Proceedings and Contingencies (Details) [Line Items] | |||||||||
Number of Artifacts | 2,000 | ||||||||
Post One Nine Eight Seven Artifacts [Member] | |||||||||
Note 5 - Legal Proceedings and Contingencies (Details) [Line Items] | |||||||||
Number of Artifacts | 3,500 | ||||||||
State of New York [Member] | |||||||||
Note 5 - Legal Proceedings and Contingencies (Details) [Line Items] | |||||||||
Sales and Use Tax Examination, Estimate of Possible Loss | 374,000 | ||||||||
Sales and Use Tax Examination, Estimate of Possible Loss, Interest | 93,000 | ||||||||
Sales and Excise Tax Payable | $37,000 |
Note_6_Segment_Information_Det
Note 6 - Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 |
Note 6 - Segment Information (Details) [Line Items] | ||||
Number of Reportable Segments | 2 | |||
Revenue, Net | $6,727 | $6,392 | $22,515 | $23,151 |
Foreign Exhibitions [Member] | ||||
Note 6 - Segment Information (Details) [Line Items] | ||||
Revenue, Net | 1,000 | 461 | 2,800 | 1,700 |
RMS Titanic [Member] | ||||
Note 6 - Segment Information (Details) [Line Items] | ||||
Revenue, Net | $280 | $334 | $907 | $1,460 |
Note_6_Segment_Information_Det1
Note 6 - Segment Information (Details) - Statements of Operations by Segment (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 |
Segment Reporting Information [Line Items] | ||||
Revenue | $6,727 | $6,392 | $22,515 | $23,151 |
Cost of revenue (exclusive of depreciation and amortization) | 4,784 | 4,042 | 14,461 | 11,504 |
Gross profit | 1,943 | 2,350 | 8,054 | 11,647 |
Operating expenses: | ||||
General and administrative | 2,920 | 3,234 | 9,950 | 9,870 |
Depreciation and amortization | 1,093 | 1,085 | 3,393 | 3,068 |
Gain on disposal of assets | -4 | |||
Gain on note payable fair market value adjustment | -2,414 | -2,414 | ||
Write-off of assets | 798 | 798 | ||
Gain on disposal of property and equipment | 3 | -4 | -71 | |
Contract and legal settlements | -297 | |||
Total Operating expenses | 4,013 | 2,706 | 13,339 | 10,954 |
Income/(loss) from operations | -2,070 | -356 | -5,285 | 693 |
Other income (expense) | 5 | -85 | ||
Other expense | -307 | -313 | ||
Income/(loss) before income tax | -2,377 | -351 | -5,598 | 608 |
Income tax expense/(benefit) | -163 | -163 | ||
Net income /(loss) | -2,377 | -188 | -5,598 | 771 |
Less: Net income / loss attributable to non-controlling interest | 244 | -45 | 600 | -95 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -2,133 | -233 | -4,998 | 676 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | -280 | -334 | -907 | -1,460 |
Cost of revenue (exclusive of depreciation and amortization) | -280 | -334 | -907 | -1,460 |
Exhibition Management [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,727 | 6,392 | 22,515 | 23,151 |
Cost of revenue (exclusive of depreciation and amortization) | 5,064 | 4,376 | 15,368 | 12,964 |
Gross profit | 1,663 | 2,016 | 7,147 | 10,187 |
Operating expenses: | ||||
General and administrative | 2,656 | 2,958 | 9,052 | 8,988 |
Depreciation and amortization | 1,093 | 1,085 | 3,393 | 3,015 |
Gain on disposal of assets | -4 | |||
Gain on note payable fair market value adjustment | -2,414 | -2,414 | ||
Write-off of assets | 132 | 132 | ||
Gain on disposal of property and equipment | 3 | -71 | ||
Contract and legal settlements | -297 | |||
Total Operating expenses | 3,749 | 1,764 | 12,441 | 9,353 |
Income/(loss) from operations | -2,086 | 252 | -5,294 | 834 |
Other income (expense) | 5 | -85 | ||
Other expense | -307 | -313 | ||
Income/(loss) before income tax | -2,393 | 257 | -5,607 | 749 |
Income tax expense/(benefit) | -108 | -108 | ||
Net income /(loss) | -2,393 | 365 | -5,607 | 857 |
Less: Net income / loss attributable to non-controlling interest | 244 | -45 | 600 | -95 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -2,149 | 320 | -5,007 | 762 |
RMS Titanic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 280 | 334 | 907 | 1,460 |
Gross profit | 280 | 334 | 907 | 1,460 |
Operating expenses: | ||||
General and administrative | 264 | 276 | 898 | 882 |
Depreciation and amortization | 53 | |||
Write-off of assets | 666 | 666 | ||
Total Operating expenses | 264 | 942 | 898 | 1,601 |
Income/(loss) from operations | 16 | -608 | 9 | -141 |
Income/(loss) before income tax | 16 | -608 | 9 | -141 |
Income tax expense/(benefit) | -55 | -55 | ||
Net income /(loss) | 16 | -553 | 9 | -86 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $16 | ($553) | $9 | ($86) |
Note_6_Segment_Information_Det2
Note 6 - Segment Information (Details) - Summary of Assets by Segment (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Note 6 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ||
Assets | $42,150 | $30,256 |
Exhibition Management [Member] | ||
Note 6 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ||
Assets | 36,126 | 23,374 |
RMS Titanic [Member] | ||
Note 6 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ||
Assets | 5,722 | 6,282 |
Corporate and Unallocated [Member] | ||
Note 6 - Segment Information (Details) - Summary of Assets by Segment [Line Items] | ||
Assets | $302 | $600 |
Note_6_Segment_Information_Det3
Note 6 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 |
Note 6 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ||
Expenditures by segment | $441 | $2,970 |
Exhibition Management [Member] | ||
Note 6 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ||
Expenditures by segment | $441 | $2,970 |
Note_7_Consignment_Agreement_a1
Note 7 - Consignment Agreement and RMS Titanic Sale (Details) (USD $) | 9 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Nov. 30, 2014 | Nov. 30, 2013 |
Purchase Agreement Is Entered Into Within 60 Days Member] | Guernsey Auction House [Member] | ||
Note 7 - Consignment Agreement and RMS Titanic Sale (Details) [Line Items] | ||
Sales Commission Fee As A Percentage Of Sale Price | 8.00% | |
If Purchase Agreement Is Entered Into After 60 Days [Member] | Guernsey Auction House [Member] | ||
Note 7 - Consignment Agreement and RMS Titanic Sale (Details) [Line Items] | ||
Sales Commission Fee As A Percentage Of Sale Price | 4.00% | |
Guernsey Auction House [Member] | Write Off Of Assets [Member] | ||
Note 7 - Consignment Agreement and RMS Titanic Sale (Details) [Line Items] | ||
Write Off Of Prepaid Fees And Professional Fees (in Dollars) | $666 | |
Guernsey Auction House [Member] | ||
Note 7 - Consignment Agreement and RMS Titanic Sale (Details) [Line Items] | ||
undefined | 60 days |
Note_8_Commitment_and_Continge1
Note 8 - Commitment and Contingencies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Apr. 09, 2014 | Nov. 30, 2014 | 30-May-14 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 04, 2014 | 31-May-15 | Nov. 18, 2014 | Oct. 13, 2014 | Jul. 31, 2014 | Feb. 28, 2014 | |
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 130 months | |||||||||||
Area of Real Estate Property (in Square Feet) | 51,000 | |||||||||||
Payments for Deposits | $800,000 | |||||||||||
Operating Leases, Future Minimum Payments Due | 45,800,000 | |||||||||||
Lease Incentive Receivable, Noncurrent | 7,400,000 | 7,400,000 | ||||||||||
Deposits Assets, Noncurrent | 3,392,000 | 3,392,000 | ||||||||||
Prepaid Expense, Current | 2,711,000 | 2,711,000 | 2,012,000 | |||||||||
Exhibition Costs | 4,310,000 | 3,565,000 | 12,818,000 | 9,737,000 | ||||||||
Scenario, Forecast [Member] | Minimum [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Exhibition Costs | 3,000,000 | |||||||||||
Scenario, Forecast [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Payments for Deposits | 900,000 | |||||||||||
Additional Lease Term [Member] | Exhibition Space in Atlantic Station [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 24 months | |||||||||||
Renewal Term [Member] | Minimum [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Exhibit Promoter Agreement Term | 1 year | |||||||||||
Renewal Term [Member] | Maximum [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Exhibit Promoter Agreement Term | 5 years | |||||||||||
License Advance Payment 1 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Advance Amount | 750,000 | |||||||||||
Exhibition Costs | 250,000 | |||||||||||
License Advance Payment 2 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Advance Amount | 500,000 | |||||||||||
License Advance Payment 3 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Advance Amount | 450,000 | |||||||||||
License Advance Payment 4 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Advance Amount | 400,000 | |||||||||||
License Advance Payment 5 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Advance Amount | 400,000 | |||||||||||
Sponsorship Initiate [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Sponsorship Revenue Percentage Split | 30.00% | |||||||||||
Sponsorship Initiated by the Company [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Sponsorship Revenue Percentage Split | 20.00% | |||||||||||
Royalty Earning Period 1 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Recoupable Advance | 400,000 | 400,000 | ||||||||||
Royalty Earning Period 2 [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Recoupable Advance | 350,000 | 350,000 | ||||||||||
Revenue Range 1 [Member] | Broadway Video Entertainment, Inc. [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Percentage | 10.00% | |||||||||||
Maximum Adjusted Gross Revenues | 10,000,000 | |||||||||||
Revenue Range 2 [Member] | Broadway Video Entertainment, Inc. [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Percentage | 12.50% | |||||||||||
Maximum Adjusted Gross Revenues | 20,000,000 | |||||||||||
Minimum Adjusted Gross Revenues | 10,000,000 | |||||||||||
Revenue Range 3 [Member] | Broadway Video Entertainment, Inc. [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
License Fee Percentage | 15.00% | |||||||||||
Minimum Adjusted Gross Revenues | 20,000,000 | |||||||||||
Exhibition Space in Atlantic Station [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Area of Real Estate Property (in Square Feet) | 11,770 | |||||||||||
License Fees [Member] | Prepaid Expenses [Member] | Broadway Video Entertainment, Inc. [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Prepaid Expense, Current | 250,000 | 250,000 | ||||||||||
License Fees [Member] | FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Prepaid Expense, Current | 750,000 | 750,000 | ||||||||||
Premier Exhibition Management LLC [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Sponsorship Revenue Percentage Split | 50.00% | |||||||||||
Broadway Video Entertainment, Inc. [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Exhibit Promoter Agreement Term | 5 years | |||||||||||
License Fee Advance Amount | 1,000,000 | |||||||||||
License Fee Advance to be Paid by November 1, 2014 | 250,000 | |||||||||||
License Fee Advance to be Paid December 31, 2014 | 250,000 | |||||||||||
License Fee Advance to be Paid by June 15, 2014 | 250,000 | |||||||||||
License Fee Advance to be Paid by December 31, 2015 | 250,000 | |||||||||||
Sponsorship Revenue Percentage Split | 50.00% | |||||||||||
FOX [Member] | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Exhibit Promoter Agreement Term | 5 years | |||||||||||
License Fee Percentage | 10.00% | |||||||||||
License Fee Advance Amount | 2,000,000 | |||||||||||
GEORGIA | ||||||||||||
Note 8 - Commitment and Contingencies (Details) [Line Items] | ||||||||||||
Minimum Annual Rent | 180,000 |
Note_9_Liquidity_and_Capital_R1
Note 9 - Liquidity and Capital Resources (Details) (Secured Promissory Notes [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Secured Promissory Notes [Member] | |
Note 9 - Liquidity and Capital Resources (Details) [Line Items] | |
Short-term Debt | $8 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Minimum Unrestricted Liquidity | $2 |
Additional Default Interest, Percentage | 3.00% |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 5 Months Ended | |||
Dec. 14, 2014 | Nov. 30, 2013 | Dec. 04, 2014 | Dec. 17, 2014 | Apr. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2014 | |
Note 10 - Subsequent Events (Details) [Line Items] | |||||||
Litigation Settlement, Amount | $297,000 | ||||||
Non Payment of Sublease Payment | 1,400,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | |||||
Common Stock, Shares Authorized (in Shares) | 65,000,000 | 65,000,000 | 65,000,000 | ||||
Subsequent Event [Member] | Imagine Exhibitions, Inc. [Member] | |||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||
Litigation Settlement, Amount | 725,000 | ||||||
Subsequent Event [Member] | Image Quest Worldwide, Inc. [Member] | |||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||
Non Payment of Sublease Payment | $1,400,000 | ||||||
Scenario, Forecast [Member] | Reverse Stock Split [Member] | |||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |