Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | 21-May-15 | Aug. 31, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | PREMIER EXHIBITIONS, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -26 | ||
Entity Common Stock, Shares Outstanding | 4,917,213 | ||
Entity Public Float | $24,591,095 | ||
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 | 28-Feb-15 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $4,798 | $3,434 |
Certificates of deposit and other investments | 407 | |
Accounts receivable, net of allowance for doubtful accounts of $220 and $392, respectively | 1,417 | 1,331 |
Merchandise inventory, net of reserve of $25 and $17, respectively | 1,127 | 1,206 |
Income taxes receivable | 49 | 263 |
Prepaid expenses | 2,684 | 2,012 |
Other current assets | 459 | 381 |
Total current assets | 10,534 | 9,034 |
Artifacts owned, at cost | 2,881 | 2,901 |
Salvor's lien | 1 | 1 |
Property and equipment, net of accumulated depreciation of $22,766 and $19,799, respectively | 11,503 | 9,287 |
Finite-lived intangible assets, net | 1,629 | 1,841 |
Film and gaming assets, net of accumulated amortization of $1,726 and $1,101, respectively | 1,608 | 2,233 |
Deferred financing costs, net of accumulated amortization of $318 | 65 | |
Construction deposit | 134 | |
Lease incentive | 5,899 | |
Goodwill | 250 | |
Total Assets | 36,881 | 30,256 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 4,782 | 2,550 |
Deferred rent | 668 | 751 |
Deferred revenue | 2,901 | 3,076 |
Deferred income taxes | 60 | 302 |
Short-term portion of capital lease obligations | 31 | 39 |
Short-term portion of royalty payable, net of discount of $48 | 413 | |
Short-term portion of notes payable, net of discount of $10 and $66, respectively | 8,190 | 170 |
Total current liabilities | 17,045 | 6,888 |
Long-Term liabilities: | ||
Lease abandonment | 997 | 1,440 |
Deferred rent | 8,867 | |
Long-term portion of capital lease obligations | 32 | 61 |
Long-term portion of royalty payable, net of discount of $48 | 301 | |
Long-term portion of notes payable, net of discount of $0 and $134, respectively | 1,126 | |
Total long-term liabilities | 10,197 | 2,627 |
Commitment and Contingencies | ||
Shareholders' equity: | ||
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 4,916,644 and 4,906,209 shares, respectively; outstanding 4,916,443 and 4,906,008 shares, respectively | 1 | 1 |
Additional paid-in capital | 54,104 | 53,826 |
Accumulated deficit | -46,105 | -35,630 |
Accumulated other comprehensive loss | -13 | -326 |
Less treasury stock, at cost; 201 shares | -1 | -1 |
Equity Attributable to Shareholders of Premier Exhibitions, Inc. | 7,986 | 17,870 |
Equity Attributable to Non-controlling interest | 1,653 | 2,871 |
Total liabilities and shareholders' equity | 36,881 | 30,256 |
Licensing Agreements [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | 1,629 | 1,841 |
Future Rights Fees [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | 829 | 3,942 |
Restricted cash | 426 | |
Restricted certificate of deposit | 801 | |
Deferred income taxes | 60 | 302 |
Long-term exhibition costs | 261 | 215 |
Subrogation rights | $250 | $250 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $220 | $392 |
Merchandise inventory, reserve | 25 | 17 |
Property and equipment, accumulated depreciation | 22,766 | 19,799 |
Accumulated amortization | 6,069 | 5,857 |
Film and gaming assets, accumulated amortization | 1,726 | 1,101 |
Deferred financing costs, amortization | 318 | |
Notes payable, discount | 10 | |
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) | 4,916,644 | 4,906,209 |
Common stock, shares outstanding (in Shares) | 4,916,443 | 4,906,008 |
Treasury stock, shares (in Shares) | 201 | 201 |
Current [Member] | ||
Royalty payable, discount | 48 | |
Notes payable, discount | 10 | 66 |
Non-Current [Member] | ||
Royalty payable, discount | 48 | |
Notes payable, discount | 0 | 134 |
Licensing Agreements [Member] | ||
Accumulated amortization | 6,069 | 5,857 |
Future Rights Fees [Member] | ||
Accumulated amortization | $3,551 | $438 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | ||
Revenue: | ||||
Exhibition revenue | $23,961 | $22,893 | ||
Merchandise and other | 4,925 | 5,747 | ||
Management fee | 474 | 708 | ||
Licensing fee | 30 | |||
Total revenue | 29,390 | 29,348 | ||
Cost of revenue: | ||||
Exhibition costs | 17,689 | 13,114 | ||
Cost of merchandise sold | 2,095 | 2,254 | ||
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 19,784 | 15,368 | ||
Gross profit | 9,606 | 13,980 | ||
Operating expenses: | ||||
General and administrative | 12,809 | 12,761 | ||
Depreciation and amortization | 4,560 | 4,150 | ||
Net gain on disposal of assets | -4 | -115 | ||
Write-off of assets | 104 | 798 | ||
Impairment of goodwill and intangible assets | 2,926 | |||
Gain on note payable fair market value adjustment | -338 | -2,566 | ||
Contract and legal settlements loss/(gain) | 36 | -297 | ||
Total operating expenses | 20,093 | 14,731 | ||
Loss from operations | -10,487 | -751 | ||
Interest expense | -909 | -342 | ||
Realized losses on foreign currency transactions | -313 | -137 | ||
Other income | 16 | 289 | ||
Loss before income taxes | -11,693 | -941 | ||
Income tax benefit | -163 | |||
Net loss | -11,693 | -778 | ||
Less: Net loss attributable to noncontrolling interests | -1,218 | -64 | ||
Net loss attributable to shareholders of Premier Exhitbitions, Inc. | ($10,475) | [1] | ($714) | [1] |
Basic loss per common share (in Dollars per share) | ($2.13) | ($0.14) | ||
Diluted loss per common share (in Dollars per share) | ($2.13) | ($0.14) | ||
Shares used in basic per share calculations (1) (in Shares) | 4,909,887 | [2] | 4,924,216 | [2] |
Shares used in diluted per share calculations (1) (in Shares) | 4,909,887 | [2] | 4,924,216 | [2] |
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. | |||
[2] | Basic and diluted income per share for the years ended February 28, 2015 and 2014has been adjusted to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | ||
Net loss | ($11,693) | ($778) | ||
Other comprehensive loss | ||||
Reclassification to earnings | 313 | [1] | 137 | [1] |
Currency translation adjustments | 9 | [1] | ||
Unrealized loss on marketable securities | -1 | [1] | ||
Comprehensive loss | -11,380 | -633 | ||
Comprehensive loss attributable to non-controlling interest | -1,218 | -64 | ||
Comprehensive loss attributable to Premier Exhibitions, Inc. | ($10,162) | ($569) | ||
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flow (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Cash flows from operating activities: | ||
Net loss | ($11,693) | ($778) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 4,560 | 4,150 |
Impairment of goodwill and intangible assets | 2,926 | |
Gain on note payable fair market value adjustment | -338 | -2,566 |
Realized losses on foreign currency transactions | 313 | 137 |
Lease abandonment | -443 | -463 |
Stock based compensation | 278 | 231 |
Allowance for doubtful accounts | 16 | 386 |
Amortization of deferred financing costs | 323 | |
Write-off of deferred financing costs | 100 | |
Write-off of assets | 104 | 798 |
Amortization of debt discount | 80 | 324 |
Net gain on disposal of assets | -4 | -115 |
Changes in operating assets and liabilities: | ||
(Increase)/decrease in accounts receivable | 111 | -28 |
(Increase)/decrease in merchandise inventory, net of reserve | 79 | -1 |
Increase in prepaid expenses | -602 | -1,211 |
(Increase)/decrease in other current assets | -78 | 181 |
(Increase)/decrease in income tax receivable | 214 | -96 |
Increase in other receivable | -16 | -285 |
Increasee in restricted assets | -211 | |
Increase in long-term exhibition costs | -150 | -6 |
Increase/(decrease) in accounts payable and accrued liabilities | 2,159 | -856 |
Increase in deferred rent | 1,384 | 144 |
Increase/(decrease) in deferred revenue | -498 | 713 |
Decrease in income taxes payable | -175 | |
Total adjustments | 10,307 | 1,261 |
Net cash provided by/(used in) operating activities | -1,386 | 483 |
Cash flows used by investing activities: | ||
Purchases of property and equipment | -4,001 | -3,114 |
Proceeds from sale of marketable securities | 407 | |
Proceeds from disposal of assets | 4 | 143 |
Construction deposit | -134 | |
Purchase of resticted certificate of deposit | -801 | |
Decrease in artifacts | 20 | 32 |
Net cash used in investing activities | -4,505 | -2,939 |
Cash flows from financing activities: | ||
Purchase of treasury stock | -534 | |
Proceeds from option and warrant exercises | 185 | |
Payments on capital lease obligations | -37 | -33 |
Proceeds from short-term note payable | 8,000 | |
Deferred financing costs | -488 | |
Payments on notes payable | -220 | -130 |
Net cash provided by/(used in) financing activities | 7,255 | -512 |
Effects of exchange rate changes on cash and cash equivalents | 9 | |
Net increase/(decrease) in cash and cash equivalents | 1,364 | -2,959 |
Cash and cash equivalents at beginning of period | 3,434 | 6,393 |
Cash and cash equivalents at end of period | 4,798 | 3,434 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 408 | 341 |
Cash paid/(received) during the period for taxes | -214 | 108 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Unrealized losses on marketable securities | -1 | |
Purchases of property and equipment under capital leases | 26 | |
Net assets recognized from lease incentive | 7,400 | |
Net liabilities recognized from deferred rent | 7,400 | |
Net assets recognized from executive of royalty agreement | $31 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity and Comprehensive Loss (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total | ||
In Thousands, except Share data | |||||||||
Balance, amount at Feb. 28, 2013 | [1] | $1 | $53,811 | ($34,916) | ($471) | ($1) | $2,935 | $18,424 | |
Balance, shares (in Shares) at Feb. 28, 2013 | [1] | 4,908,805 | |||||||
Common stock issued for exercise of options | [1] | 185 | 185 | ||||||
Common stock issued for exercise of options (in Shares) | 26,795 | [1] | 26,795 | ||||||
Issuance of restricted stock (in Shares) | [1] | 10,493 | |||||||
Purchase of Treasury Stock | [1] | -534 | -534 | ||||||
Purchase of Treasury Stock (in Shares) | [1] | -40,085 | |||||||
Stock compensation costs | [1] | 364 | 364 | ||||||
Net loss | [1] | -714 | -64 | -714 | |||||
Reclassification to earnings | [1] | 137 | 137 | ||||||
Foreign currency translation income | [1] | 9 | 9 | ||||||
Unrealized loss on marketable securities | [1] | -1 | -1 | ||||||
Balance, amount at Feb. 28, 2014 | [1] | 1 | 53,826 | -35,630 | -326 | -1 | 2,871 | 17,870 | |
Balance, shares (in Shares) at Feb. 28, 2014 | [1] | 4,906,008 | |||||||
Common stock issued for exercise of options (in Shares) | 0 | ||||||||
Issuance of restricted stock (in Shares) | [1] | 10,435 | |||||||
Stock compensation costs | [1] | 278 | 278 | ||||||
Net loss | [1] | -10,475 | -1,218 | -10,475 | |||||
Reclassification to earnings | [1] | 313 | 313 | ||||||
Balance, amount at Feb. 28, 2015 | [1] | $1 | $54,104 | ($46,105) | ($13) | ($1) | $1,653 | $7,986 | |
Balance, shares (in Shares) at Feb. 28, 2015 | [1] | 4,916,443 | |||||||
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Note_1_Background_and_Basis_of
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Feb. 28, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 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 13% of our revenues for the year ended February 28, 2015 compared with 8% for the year ended February 28, 2014 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, PEM 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. Subsequent to the asset purchase, Newco changed its name to 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. | |
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 the “Company,” “Premier,” “we,” “us,” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. The consolidated financial statements include the accounts of Premier, its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions, and its consolidated joint venture. | |
We have prepared the accompanying consolidated financial statements and notes pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the 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 amounts using those estimates. | |
At the close of business on February 27, 2015 we effected a 1 for 10 reverse stock split of our issued common stock. Except for any changes as a result of the treatment of fractional shares, each shareholder holds 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 reverse stock split did 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 was not affected, the effect of the reverse stock split was to increase the authorized, but unissued, shares of common stock. All share and per share amounts have been retrospectively changed to reflect the results of the reverse stock split. | |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | |||
Feb. 28, 2015 | ||||
Accounting Policies [Abstract] | ||||
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies | |||
The Company has identified the policies below as significant to the business operations and the understanding of the results of operations. | ||||
(a) Revenue Recognition | ||||
When evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of accounting. | ||||
The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable, and (4) the fee is probable of collection. The Company allocates the fees in a multi-element arrangement to each element based on the relative fair value of each element, using vendor-specific objective evidence (“VSOE”) of the fair value of each of the elements, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair value, the fee is allocated among each element based on third-party evidence (“TPE”) of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When the Company is unable to establish fair value using VSOE or TPE, the Company uses estimated selling price (“ESP”) to allocate value to each element. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold separately. The Company determines ESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. | ||||
Deferred revenue includes payments or billings recorded prior to performance and amounts received under multiple element arrangements in which the fair value for the undelivered elements does not exist. In these instances, revenue is recognized when the fair value for the undelivered elements is established or when all contractual elements have been completed and delivered. | ||||
(i) | Exhibition Revenue | |||
The Company recognizes exhibition revenue for exhibits when earned and reasonably estimable. The exhibition agreements may have a fixed fee, may be based on a percentage of gross profit, or a combination of the two. A variable fee arrangement may include a nonrefundable or recoupable guarantee paid in advance or over the exhibition period. The following are the conditions that must be met in order to recognize revenue: | ||||
§ | persuasive evidence of an exhibition arrangement with a customer exists; | |||
§ | the exhibition is complete and in accordance with the terms of the arrangement; | |||
§ | the exhibition period of the arrangement has begun and/or the customer can begin its exploitation, exhibition or sale; | |||
§ | the arrangement fee is fixed or determinable; and | |||
§ | collection of the arrangement fee is reasonably assured. | |||
If all of the conditions as outlined above are not met, revenue is recorded as deferred revenue until all conditions are met. | ||||
Exhibition Revenue is primarily comprised of the following: Admissions, Licensing, and Audio Tour Revenue. All revenues are shown net of any applicable sales or use taxes. | ||||
Admissions Revenue | ||||
Admissions revenue includes ticket sales from the Company’s semi-permanent exhibitions and partner gross profit distribution. | ||||
Revenue from the semi-permanent exhibitions is derived from ticket sales at venues operated solely by the Company. The revenue is recorded upon the customer’s ticket purchase. Advance ticket sales are recorded as deferred revenue pending the “event date” on the ticket. | ||||
Partner gross profit distribution represents the Company’s share of gross profit from partner run exhibitions. Exhibition gross profit is generally calculated as net ticket sales and other ancillary revenue less exhibition expenses as stated in the exhibition agreement. The Company’s share or percentage is defined in the exhibition agreement and recognized over the duration of the exhibition. Independent partners provide the Company with box office information, operational expenses, marketing costs, and other exhibition expenses. The Company utilizes this information to determine the amount of revenue to recognize by applying the contractual provisions included in the exhibition agreement. The amount of revenue recognized for the period depends on timing, accuracy and completeness of information received from independent partners. | ||||
Licensing Revenue | ||||
Licensing revenue is derived from fees paid by independent partners to co-produce, display and promote our exhibitions. The Company recognizes license fees ratably over the duration of the exhibition. | ||||
Audio Tour Revenue | ||||
Revenue derived from equipping and operating an audio tour is recognized upon customer purchase. | ||||
(ii) | Merchandise and Other Revenue | |||
Merchandise revenue includes self-run and the Company’s share of independent partner merchandise gross profit. Revenues from the Company’s semi-permanent exhibitions are recorded upon customer purchase. In most cases, independent partner revenue is derived as a percentage of the merchandise gross profit and typically recorded on a consignment basis. | ||||
(b) Cash and Cash Equivalents | ||||
The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses on these accounts. The Company considers highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company’s cash equivalents are primarily invested in money market funds. The Company performs periodic evaluations of the relative credit standing of the financial institutions and issuers of its cash equivalents. | ||||
(c) Accounts Receivable | ||||
Accounts receivable represent presenting partner and other obligations due under normal trade terms. The Company regularly evaluates the need for an allowance for uncollectible accounts for accounts receivable by taking into consideration factors such as the type of client (governmental agencies or private sector), trends in actual and forecasted credit quality of the client (including delinquency and late payment history) and current economic conditions that may affect a client’s ability to pay. In certain circumstances, depending on customer creditworthiness, the Company may require a bank letter of credit or escrow arrangement to guarantee the collection of its receivables. The allowance for bad debt for accounts receivable is determined based on a percentage of aged receivables, plus specific reserves for receivables that are not considered collectible. The Company’s bad debt expense for fiscal 2015 and fiscal 2014 was $16 thousand and $67 thousand, respectively. The Company’s ending bad debt allowance for fiscal year end 2015 and 2014 was $220 thousand and $392 thousand, respectively, which represents management’s best estimate of uncollectible amounts and is considered adequate. | ||||
(d) Merchandise Inventory | ||||
Merchandise inventory consists of finished goods purchased for resale at our exhibitions. Inventory cost is determined based on average purchase price and is carried at the lower of cost or market value. The Company accounts for all inventories based on the average cost method. Estimates for reserves for inventory obsolescence are based on management’s judgment of future realization. The Company’s inventory obsolescence expense for fiscal 2015 and fiscal 2014 was $24 thousand and $95 thousand, respectively. | ||||
(e) Prepaid Expenses and Other Current Assets | ||||
Prepaid expenses and other current assets primarily consist of prepaid lease payments and prepaid services that are expensed when services are received or over the term of the exhibition, and reimbursable expenses that are capitalized and recovered from museums, promoters or our co-presentation partner. | ||||
(f) Artifacts | ||||
Costs associated with the care, management and preservation of approximately 5,500 artifacts recovered from the wreck of the RMS Titanic (the “Titanic”) during the course of 32 dives in 1987, are expensed as incurred. | ||||
To ascertain that the aggregate net recoverable value of Titanic artifacts exceeds the direct costs of recovery of such artifacts, the Company evaluates various evidential matters. Such evidential matters include documented sales and offerings of Titanic-related memorabilia, insurance coverage obtained in connection with the potential theft, damage or destruction of all or part of the artifacts and other identical matter regarding the public interest in the Titanic. | ||||
(g) Salvor’s lien | ||||
In 1994, the U.S. District Court for the Eastern District Court of Virginia (the “District Court”) issued an order declaring RMST, a wholly owned subsidiary, Salvor-in-Possession of the Titanic wreck and wreck site. As Salvor-in-Possession, RMST has the exclusive right to recover artifacts from the wreck. RMST continues to serve as Salvor-in-Possession. | ||||
On August 12, 2010, 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 Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. | ||||
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 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 trust and reserve fund (the “Trust Account”). The Trust Account will be 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 Trust Account a minimum of twenty five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Trust Account equals five million dollars ($5 million). Though not required under the covenants and conditions, Company will make additional payments into the Trust Account as it deems appropriate consistent with its prior representations to the Court and sound fiscal operations. The Company established the Trust Account and funded it with $25 thousand during November 2011 and continues to fund it with quarterly $25 thousand payments. The current balance in the Reserve Fund is $358 thousand, including interest income. | |||
(h) Property and Equipment | ||||
Property and equipment are stated at cost. Depreciation of property and equipment is provided for by the straight-line method over the following estimated lives of the related assets. | ||||
Exhibitry (years) | 3 | - | 5 | |
Vehicles (years) | 5 | |||
Tools and equipment (years) | 5 | |||
Computers and software (years) | 3 | |||
Furniture and fixtures (years) | 5 | |||
Leasehold improvements | Shorter of useful life of asset or remaining lease term | |||
The Company had $34.3 million and $29.1 million in property and equipment at February 28, 2015 and 2014, respectively. Depreciation expense on property and equipment as calculated using the methodology and lives as discussed above was $3.3 million and $2.9 million for fiscal 2015 and 2014, respectively. Accumulated depreciation totaled $22.8 million and $19.8 million at February 28, 2015 and 2014, respectively. During the year ended February 28, 2015 the Company disposed of property and equipment resulting in a gain on disposal of $4 thousand. During the year ended February 28, 2014 the Company disposed of property and equipment resulting in a gain on disposal of $115 thousand. | ||||
(i) Exhibition Licenses | ||||
Exhibition licenses represent exclusive rights to exhibit certain anatomical specimens and organs acquired for the use of the licensor’s technology, documentation, and know-how with respect to the plastination of human body specimens and organs. Depending upon the agreement with the rights holder, the Company may obtain the rights to use anatomical specimens and organs in multiple exhibitions over multiple years. Costs are capitalized and amortized over the remaining useful life of the specimens and organs. Costs incurred to renew or extend license agreements are capitalized upon renewal of the license and are amortized over the term of the agreement. | ||||
Quarterly, the Company evaluates the future recoverability of any unamortized exhibition license costs based on the exhibition’s performance, success of other exhibitions, whether there are any exhibitions planned for the future, and/or specific events that would impair recoverability. An impairment charge may result if the actual exhibition revenues, combined with currently forecasted future exhibition revenues, are less than the revenue required to amortize the remaining licensing costs. No such impairment charges were recorded during fiscal 2015 or 2014. Capitalized exhibition license costs for those exhibitions that are cancelled are charged to expense in the period of cancellation. | ||||
(j) Construction deposit and lease incentive | ||||
The construction deposit represent advances the Company has made toward the leasehold improvements at its New York City leased space. | ||||
The lease incentive represents the remaining portion of the amount the landlord is paying toward the leasehold improvements at the New York City leased space. | ||||
(k) Deferred financing costs | ||||
Deferred financing costs represent the direct costs of entering into the Company’s note payable in September 2014. These costs are amortized as interest expense using the effective interest method over the term of the note payable. | ||||
(l) Restricted cash | ||||
Restricted cash represents AEG Live, LLC cash held by the Company under the Royalty Agreement. | ||||
(m) Restricted certificate of deposit | ||||
Restricted certificate of deposit represents the security deposit on the New York City Lease. | ||||
(n) Long-term exhibition costs | ||||
Long-term exhibition costs are costs associated with exhibitions that have a useful life of greater than one year. These costs are expensed over the length of the exhibitions contract or five years whichever is shorter. These costs are reviewed annually for impairment. | ||||
(o) Goodwill and Purchased Finite-Lived Intangible Assets | ||||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Although goodwill is not amortized, we review our goodwill for impairment annually, or more frequently, if events or changes in circumstances warrant a review. While completing our annual impairment test of our single reporting unit in the fourth quarter of fiscal 2015 we determine that our goodwill was impaired. See Note 8. Goodwill and Other Intangible Assets for further details. We completed our annual impairment test of our single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment. | ||||
Acquired intangible assets with finite lives, including future rights fees, are amortized over their estimated useful lives and reflected in the Depreciation and Amortization line item on our consolidated statements of operations. Our acquired intangible assets are reviewed for impairment whenever an impairment indicator exists. We continually monitor events or changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Fair value is determined using a discounted cash flow analysis that involves the use of significant estimates and assumptions, some of which may be based in part on historical experience, forecasted information and discount rates. While completing our annual impairment test of our single reporting unit in the fourth quarter of fiscal 2015 we determine that a portion of our future rights fees were impaired. See Note 8. Goodwill and Other Intangible Assets for further details. We completed our annual impairment test of our single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment. | ||||
(p) Income Taxes | ||||
Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the basis of assets and liabilities reported for financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. As of February 28, 2015 and 2014, the Company established a valuation allowance of $17.2 million and $11.7 million, respectively, against all net deferred tax assets. | ||||
The Company utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (Step 2) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. The term “more likely than not” is interpreted to mean that the likelihood of occurrence is greater than 50%. The Company has elected to record interest and penalties as a component of “General and administrative expenses” on the Consolidated Statement of Operations. Interest and penalties for fiscal 2015 and 2014 were immaterial. | ||||
(q) Earnings/(Loss) Per Share | ||||
Basic earnings/(loss) per share is computed based on the weighted-average number of common shares outstanding. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options and non-vested share awards. The computation of dilutive shares outstanding excludes the out-of-the-money non-qualified stock options because such outstanding options’ exercise prices were greater than the average market price of our common shares and, therefore, the effect would be anti-dilutive (i.e., including such options would result in higher earnings per share). | ||||
(r) Legal Contingencies | ||||
The Company is currently involved in certain legal proceedings (See Note 17). To the extent that a loss related to a contingency is reasonably estimable and probable, the Company accrues an estimate of that loss. Because of the uncertainties related to both the amount and range of loss on certain pending litigation, the Company may be unable to make a reasonable estimate of the liability that could result from an unfavorable outcome of such litigation. As information becomes available, the Company assesses any potential liability related to pending litigation and makes or, if necessary, revises its estimates. Such revisions in estimates of potential liability could materially impact the Company’s results of operations and financial position. | ||||
(s) Operating Leases | ||||
We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use. | ||||
For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations. | ||||
For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations. | ||||
(t) Consolidation | ||||
The Company consolidates its wholly owned subsidiaries and eliminates all significant intercompany activity. | ||||
(u) Other Taxes | ||||
The Company incurs and remits certain taxes assessed by governmental authorities on revenue producing transactions, such as sales taxes. The Company’s revenue is presented net of sales taxes in its consolidated statement of operations. | ||||
(v) Advertising Costs | ||||
In the course of the Company’s business we incur advertising costs in order to promote our exhibitions. Advertising costs are budgeted for each temporary exhibition prior to its opening and the costs are expensed over the life of the exhibit. Costs incurred above or below budget are adjusted for as incurred. For permanent exhibitions, advertising is expensed as incurred. For fiscal 2015 and 2014, the Company incurred marketing and advertising expense of $4.2 million and $4.1 million, respectively, which is included in Exhibition costs on the Company’s consolidated statements of operations. | ||||
(w) Stock Compensation | ||||
The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. The Company’s stock-based compensation expense is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the awards’ vesting period. | ||||
Stock Options. Fair value of stock options is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate. | ||||
Restricted Stock. The Company grants restricted stock or restricted stock units (“RSUs”) to certain of its employees and directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Company’s stock on the date of grant. | ||||
Stock Appreciation Rights. The Company granted stock appreciation rights to one of its executive officers. Fair value of stock appreciation rights is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected to be outstanding. The risk free rate for periods within the expected life of the stock appreciation rights is based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period. | ||||
(x) 2010 Titanic Expedition Costs | ||||
We have capitalized $4.5 million of costs related to the expedition to the Titanic wreck site conducted during August and September of 2010. With the exception of the web point of presence, each asset that resulted from the expedition has been valued by: 1) including any costs that are directly related to the production of a specific asset in that asset’s value, and 2) allocating costs for the ship and necessary equipment used during the expedition to each resulting asset based on current and future estimated revenue streams. The capitalized web point of presence costs were based solely on costs incurred to add new functionality to the expedition website. The web point of presence costs were disposed in fiscal 2015. Estimated revenue streams were also used as part of the calculation to determine amortization related to the development of the 2D film in fiscal 2011. Beginning in fiscal 2013, the 3D and 2D film and gaming and other application assets were placed into service at our exhibitions and are being amortized over a five year useful life. See Note 6. 2010 Expedition to Titanic Wreck Site for further details. | ||||
(y) Fair Value Measurements | ||||
The Company is required to categorize its financial assets and liabilities into a three level hierarchy based on the priority of inputs to the valuation technique in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. | ||||
Financial assets and liabilities recorded at fair value on the Consolidated Balance Sheets are categorized as follows: | ||||
· | Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market. | |||
· | Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: | |||
a) | Quoted prices for similar assets or liabilities in active markets; | |||
b) | Quoted prices for identical or similar assets or liabilities in non-active markets; | |||
c) | Inputs other than quoted market prices that are observable; and | |||
d) | Inputs that are derived principally from or corroborated by observable market data through correlation or other means. | |||
· | Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. | |||
(z) Reclassification of Prior Year Presentation | ||||
Certain prior year amounts have been reclassified for consistency with the current year presentation. This reclassification had no effect on the reported results of operations. During fiscal 2015, the Company concluded that it was appropriate to classify its deferred rent as a separate line item on the balance sheet. Previously, such amounts were included in accounts payable and accrued liabilities. The Company has revised the classification to report these amounts under the deferred rent caption in the Consolidated Balance Sheets for fiscal years 2015 and 2014. Corresponding adjustments have also been made to the Consolidated Statements of Cash Flows for fiscal years 2015 and 2014. This change in classification does not affect previously reported cash flows from operations in the Consolidated Statements of Cash Flows, or the previously reported Consolidated Statements of Operations for any period. | ||||
For fiscal 2014, $751 thousand of the deferred rent were previously classified as accounts payable and accrued liabilities. | ||||
Note_3_Recent_Accounting_Prono
Note 3 - Recent Accounting Pronouncements | 12 Months Ended |
Feb. 28, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3. 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 but may be deferred by one year based on changes in the FASB requirements. 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_4_Balance_Sheet_Details
Note 4 - Balance Sheet Details | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Supplemental Balance Sheet Disclosures [Text Block] | Note 4. Balance Sheet Details | ||||||||
The composition of cash and cash equivalents, certificates of deposits, and other investments is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Cash and cash equivalents: | |||||||||
Cash | $ | 4,798 | $ | 3,434 | |||||
Total | $ | 4,798 | $ | 3,434 | |||||
Certificates of deposit and other investments: | |||||||||
Certificates of deposit | $ | - | $ | 406 | |||||
Marketable securities, available-for-sale | - | 1 | |||||||
Total | $ | - | $ | 407 | |||||
Marketable securities, available-for-sale, are carried at fair market value, based on quoted market price for identical assets in an active market, and accordingly, are categorized as Level 1 assets in accordance with ASC 820, “Fair Value Measurements and Disclosures”. Cost basis of marketable securities, available-for-sale at February 28, 2015 and 2014, was $14 thousand, and related unrealized loss was $13 thousand and is reflected in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. | |||||||||
The composition of prepaid expenses is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Prepaid insurance | $ | 188 | $ | 196 | |||||
Prepaid licenses | 1,587 | 554 | |||||||
Prepaid exhibit build costs | 606 | 1,047 | |||||||
Prepaid other operating costs | 303 | 215 | |||||||
Total | $ | 2,684 | $ | 2,012 | |||||
The composition of other current assets is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Deposits and advances | $ | 101 | $ | 118 | |||||
Titanic trust fund | 358 | 257 | |||||||
Other receivables | - | 6 | |||||||
Total | $ | 459 | $ | 381 | |||||
The composition of property and equipment, which is stated at cost, is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Exhibitry | $ | 15,999 | $ | 15,542 | |||||
Vehicles | 20 | 20 | |||||||
Tools and equipment | 542 | 536 | |||||||
Office equipment | 1,291 | 1,291 | |||||||
Computers and software | 369 | 686 | |||||||
Leasehold improvements | 9,913 | 9,804 | |||||||
Furniture and fixtures | 1,079 | 1,079 | |||||||
Construction in progress | 5,056 | 128 | |||||||
34,269 | 29,086 | ||||||||
Less accumulated depreciation | 22,766 | 19,799 | |||||||
Property and equipment, net | $ | 11,503 | $ | 9,287 | |||||
The majority of the construction in progress at February 28, 2015 relates to our New York City leasehold improvements. | |||||||||
Depreciation expense on property and equipment was $3.3 million and $2.9 million for fiscal 2015 and 2014, respectively. | |||||||||
The composition of accounts payable and accrued liabilities is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Operations | $ | 2,700 | $ | 1,153 | |||||
Professional and consulting fees payable | 373 | 250 | |||||||
Payroll and payroll taxes | 117 | 127 | |||||||
Bonus accrual | 173 | 300 | |||||||
Legal settlements, net of discount of $81 | 344 | - | |||||||
Sales and use taxes | 101 | 79 | |||||||
Marketing costs | 458 | 50 | |||||||
Merchandise | 26 | 47 | |||||||
Unclaimed property | 18 | 18 | |||||||
Lease abandonment, current portion | 446 | 463 | |||||||
Travel and related expenses | 24 | 37 | |||||||
Stock appreciation rights | 2 | 18 | |||||||
Other | - | 8 | |||||||
Total accounts payable and accrued liabilities | $ | 4,782 | $ | 2,550 | |||||
Note_5_Artifacts
Note 5 - Artifacts | 12 Months Ended |
Feb. 28, 2015 | |
Artifacts Disclosure [Abstract] | |
Artifacts Disclosure [Text Block] | Note 5. Artifacts |
In 1993, the government of France granted the Company ownership of the artifacts recovered in the 1987 Titanic expedition. The artifacts are carried at recovery cost or net recovery value, which include the direct costs of chartering of vessels and related crews and equipment required to complete the dive operations for that expedition. The coal recovered in the expedition is the only item available for sale. Periodically, as sales of coal occur, ten percent of the sale value is deducted from the carrying costs of artifacts recovered. During fiscal 2015 and 2014, $20 thousand and $32 thousand, respectively, were deducted from artifacts. | |
Note_6_2010_Expedition_to_Tita
Note 6 - 2010 Expedition to Titanic Wreck Site | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
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] | Note 6. 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. RMST brought together an alliance of the world’s leading archaeologists, oceanographers and scientists together with U.S. governmental agencies to join RMST in the 2010 expedition to the wreck site and the post-expedition scientific study. This alliance included the Woods Hole Oceanographic Institution, the Institute of Nautical Archaeology, the National Oceanic Atmospheric Administration’s Office of the National Marine Sanctuaries, The National Park Service’s Submerged Resources Center and the Waitt Institute. Never before had all of these entities partnered to work together on one project. While all of these parties worked together to participate in the expedition, RMST has sole legal ownership of the film footage, data, and other assets generated from the expedition. | |||||||||
While the general purpose of the expedition was to collect and interpret archeological and scientific data utilizing state-of-the-art high definition 2D and 3D cameras and sonar scanning equipment, the Company also planned and executed the expedition in order to create digital assets for commercial purposes, including a 2D documentary that was aired by a major cable network in April 2012, a separate HD3D film featuring a tour of the bow and stern sections of the ship that is now being distributed, and assets to be utilized in enhancing the Titanic exhibitions, as well as other applications. The collected data will also provide the basis for an archaeological site plan, and ultimately a long-term management plan for the Titanic wreck site. | |||||||||
We have capitalized $4.5 million of costs related to the expedition, discussed in more detail below, which have been allocated to specific assets as reflected in the following table (in thousands). | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
3D film | $ | 1,817 | $ | 1,817 | |||||
3D exhibitry | 857 | 857 | |||||||
2D documentary | 631 | 631 | |||||||
Gaming application and other application | 886 | 886 | |||||||
Expedition website point of presence | - | 317 | |||||||
Total expedition costs capitalized | 4,191 | 4,508 | |||||||
Less: Accumulated amortization | 1,726 | 1,100 | |||||||
Accumulated depreciation | 500 | 646 | |||||||
Expedition costs capitalized, net | $ | 1,965 | $ | 2,762 | |||||
As of February 28, 2015 and 2014, all assets are being depreciated or amortized. The web point of presence was disposed in fiscal 2015. The 3D exhibitry assets are included in Property and equipment on the Consolidated Balance Sheets. The 3D film, 2D documentary, gaming, and other application assets are included in Film, gaming and other application assets on the Consolidated Balance Sheets. | |||||||||
Estimated depreciation and amortization expense for the 3D exhibitry, 2D and 3D film and gaming and other application for the remaining useful life is as follows (in thousands): | |||||||||
Fiscal Year | Amount | ||||||||
2016 | $ | 797 | |||||||
2017 | 797 | ||||||||
2018 | 371 | ||||||||
Total | $ | 1,965 | |||||||
Note_7_Stock_Repurchase
Note 7- Stock Repurchase | 12 Months Ended |
Feb. 28, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Treasury Stock [Text Block] | Note 7. Stock Repurchase |
During the year ended February 28, 2014, employees of the Company surrendered 1,354 shares of stock worth approximately $19 thousand to satisfy tax obligations with respect to the vesting of the restricted stock units issued. These shares were repurchased at the share price based upon the closing date on the day of vesting. | |
On June 17, 2013, the Company announced that the Board of Directors approved a stock repurchase authorization pursuant to which the Company may repurchase up to 150,000 shares of outstanding common stock. The authorization will terminate on the date the full number of authorized shares have been repurchased or when otherwise terminated by the Board of Directors. The Company may repurchase shares of its common stock on the open market at times and prices considered appropriate by the Board of Directors and management. Repurchasing will take place through brokers and dealers and may be made under a Rule 10b5-1 plan. During the year ended February 28, 2014, the Company repurchased 38,731 shares at an average price of $13.10, excluding commissions, pursuant to authorization. The Company made no purchases under this plan for the year ended February 28, 2015. | |
Note_8_Goodwill_and_Other_Inta
Note 8 - Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | Note 8. Goodwill and Other Intangible Assets | ||||||||
The following table presents the fiscal year 2015 and 2014 activity for the Company’s goodwill (in thousands): | |||||||||
Goodwill: | |||||||||
Balance as of February 28, 2013 | $ | 250 | |||||||
AEI Acquisition | - | ||||||||
Balance as of February 28, 2014 | 250 | ||||||||
Impairment loss | (250 | ) | |||||||
Balance as of February 28, 2015 | $ | - | |||||||
No additional goodwill was recognized in fiscal year 2015 and 2014. | |||||||||
On April 20, 2012, PEM and its wholly owned subsidiary, Newco, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and AEI 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” and intangible assets for certain future exhibition concepts under development (“future rights fees”). Of these four exhibitions, the Company is currently touring only “Real Pirates.” 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 following is a summary of the changes in the carrying value for future rights fees in fiscal 2015 and fiscal 2014 (in thousands): | |||||||||
Intangibles: Future rights fees | |||||||||
Balance as of February 28, 2013 | $ | 4,380 | |||||||
Amortization during the year | (438 | ) | |||||||
Balance as of February 28, 2014 | $ | 3,942 | |||||||
Impairment loss | (2,676 | ) | |||||||
Amortization during the year | (437 | ) | |||||||
Balance as of February 28, 2015 | $ | 829 | |||||||
During the annual fiscal 2015 review of goodwill and other intangible assets, management proceeded directly to the two-step quantitative impairment test for its goodwill and future rights fees. It was determined during the 4th quarter of fiscal 2015 that certain exhibitions previously planned would be cancelled and that impairment probably existed. Under the two-step quantitative impairment the evaluation of impairment involves comparing the current fair value to its carrying value. During fiscal 2015, the Company, used a Level 3 discounted model forecast model to when testing for impairment, as management believes forecasted cash flows are the best indicator of such fair value. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including markets and market share, sales volumes and prices, production costs, tax rates, capital spending, discount rate, and working changes. Cash flows forecasts are generally based on approved business unit operating plans for the early years and historical relationships in later years. The betas used in calculating the reporting unit weighted average cost of capital rate are estimated for the business unit. The Company used a discounted cash flow rate of 25.0% to estimate the future payments to the Company. As a result of this review, the Company’s future rights fees as part of this update and determined that the future rights fees were impaired by approximately $2.7 million. The change in cash flows relates primarily to the cancellation of our Federal Bureau of Investigation project in the fourth quarter of fiscal 2015 which reduced the future cash flows that supported these intangible assets. The significant unobservable inputs used in the fair value measurement are forecasts of expected future annual cash flows as developed by the Company's management. The discount rate used in these calculations is 25.0%. Significant increases or decreases in these unobservable inputs in isolation would likely result in a significantly higher or lower fair value measurement. | |||||||||
No impairments were deemed necessary during fiscal 2014 after review of the intangible asset balances for impairment per ASC 350. | |||||||||
The composition of the Company’s exhibition licenses, as reported in Exhibition licenses on the Consolidated Balance Sheets, is as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Anatomical specimen licenses | $ | 6,786 | $ | 6,786 | |||||
Carpathia licenses | 912 | 912 | |||||||
7,698 | 7,698 | ||||||||
Less: Accumulated amortization | 6,069 | 5,857 | |||||||
Exhibition licenses, net | $ | 1,629 | $ | 1,841 | |||||
From April 2004 through fiscal 2014, the Company entered into agreements to license the rights to exhibit anatomical specimens. The aggregate amount paid for the anatomical specimen’s exhibition license agreements totaled $9.6 million. After termination of a $2.8 million agreement during fiscal 2010, the remaining $6.8 million in specimen licenses are being amortized over the useful life of the agreements which coincides with the terms of the agreements for periods of five to ten years. The Company also entered into lease agreements for certain of its anatomical specimens. As such, these agreements are accounted for as lease agreements and not as intangible assets. See Note 15. Commitments and Contingencies for a discussion of these agreements. The remaining useful life of these licenses as of February 28, 2015, is 2-10 years with a weighted average useful life of 8.4 years. | |||||||||
The Company entered into a twenty-year license agreement effective February 28, 2007 whereby the Company received exclusive rights to present Carpathia artifacts in the Company’s exhibitions in exchange for funding an expedition to the Carpathia, and providing research and recovery expertise. As of February 28, 2015 and February 28, 2014 these costs were fully amortized. | |||||||||
The following is a summary of the changes in the carrying value for exhibition licenses in fiscal 2015 and fiscal 2014 (in thousands): | |||||||||
Intangibles: Exhibition licenses | |||||||||
Balance as of February 28, 2013 | $ | 2,034 | |||||||
Amortization during the year | (193 | ) | |||||||
Balance as of February 28, 2014 | $ | 1,841 | |||||||
Amortization during the year | (212 | ) | |||||||
Balance as of February 28, 2015 | $ | 1,629 | |||||||
Amortization Expense | |||||||||
Total intangible asset amortization for license agreements totaled $0.2 million for fiscal 2015 and fiscal 2014. Estimated aggregate amortization expense for license agreements for the five succeeding fiscal years is reflected in the following table (in thousands): | |||||||||
Fiscal Year | Amount | ||||||||
2016 | $ | 271 | |||||||
2017 | 266 | ||||||||
2018 | 183 | ||||||||
2019 | 135 | ||||||||
2020 | 135 | ||||||||
Thereafter | 639 | ||||||||
Total | $ | 1,629 | |||||||
Total intangible asset amortization for future rights fees totaled $0.4 million for fiscal 2015 and 2014. Amortization for these assets began in March 2013, the date when the first of the exhibitions related to the future rights fees opened, and are amortized on a straight-line basis for 10 years based upon the Company’s estimated life of the assets. These rights remain the Company’s after the maturity of the AEG note payable and the Company believes it will benefit for a total of five years from these fees. Estimated aggregate amortization expense for future rights fees for the five succeeding fiscal years is reflected in the following table (in thousands): | |||||||||
Fiscal Year | Amount | ||||||||
2016 | $ | 166 | |||||||
2017 | 166 | ||||||||
2018 | 166 | ||||||||
2019 | 166 | ||||||||
2020 | 165 | ||||||||
Total | $ | 829 | |||||||
Note_9_Notes_Payable_Royalty_P
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Debt Disclosure [Text Block] | Note 9. Notes Payable, Royalty Payable and Capital Lease Obligations | ||||
On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed exhibition (“Titanic: The Experience” or “TTE”) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, “Worldwide”). Pursuant to the Agreement, the Company purchased the assets of the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide directly a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by Worldwide, totaling $720 thousand, which the Company will pay over a four-year period. Based upon an interest rate of 7.6% the net present value of these payments was approximately $1,377 thousand as of the date of the transaction. | |||||
On June 29, 2012, the Asset Purchase Agreement was amended to accelerate certain payments to Worldwide. To induce the Company into this agreement, Worldwide agreed to forgive one payment of $90 thousand. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $71 thousand. | |||||
On November 26, 2012, the Asset Purchase Agreement was amended to accelerate the final payment to Worldwide. To induce the Company into this agreement, Worldwide agreed to reduce the final payment by approximately $12 thousand. The final payment was also reduced by approximately $6 thousand to repay accounts receivable owed to the Company. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $10 thousand. The final payment of $62 thousand was made to Worldwide in December 2012. In January 2014, the Company entered into an additional amendment to the lease to provide the Company with the option to terminate the lease in June 2015. | |||||
As of February 28, 2015, the short-term portion of the note payable was $190 thousand and relates to rental and other arrearages payable on behalf of Worldwide. | |||||
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 $388 thousand. | |||||
The Notes are guaranteed by each of RMST, PEM, 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 RMST, 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 RMST 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 RMST, 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 RMST 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 February 28, 2015 the short-term portion of the notes payable was $8.0 million. This note was repaid in April 2015. See Note 22. Subsequent Events for further details. | |||||
The contractual future maturities of long-term debt as of February 28, 2015 are as follows: | |||||
Fiscal Year | Amount | ||||
2016 | $ | 8,200 | |||
Less: amount of note payments representing interest | (10 | ) | |||
Present value of future minumum note payments | 8,190 | ||||
Less: Current portion of notes payable | (8,190 | ) | |||
Long-term portion of notes payable | $ | - | |||
On April 20, 2012, PEM and its wholly owned subsidiary, Newco, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and AEI 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 of $14.2 million as part of this transaction. The Company originally recorded the note at $16.4 million. The increase from $14.2 million to $16.4 million was primarily attributable to prepaid licenses and expenses paid by Arts and Exhibition International, LLC that were added to the note balance. The book value of the note was subsequently reduced by $3.7 million for the amount that was not expected to be repaid based upon the terms of the note related to the expected future cash flows of the exhibitions and $1.3 million to discount the note to its net present value at an imputed interest rate of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. During the fiscal second quarter of 2014, a payment of $4.1 million was made to AEG Live, LLC from the restricted assets held by the Company. These payments are made from cash accounts managed but not owned by the Company and are required to be paid to AEG Live, LLC based upon the purchase agreement terms. | |||||
During fiscal 2014, the Company, using Level 3 inputs based upon FASB ASC 820, updated the expected future cash flows of the exhibitions and discounted the cash flows at 7.0% to estimate the future payment to AEG Live, LLC based upon the note agreement. As a result of this review, the note payable was reduced by $2.6 million to reflect the updated estimated future payments under the note agreement. This amount is included in the consolidated statement of operations as a gain on note payable fair market value adjustment. In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees are not impaired. As of February 28, 2014, the balance sheet reflects the short-term portion of the note payable at $170 thousand and the long-term portion at $950 thousand, including accrued interest. 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 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. | |||||
During fiscal 2015, the Company, using Level 3 inputs based upon FASB ASC 820, updated the expected future cash flows of the exhibitions and discounted the cash flows at 12.0% to estimate the future payment to AEG Live, LLC based upon the note agreement. As a result of this review, the note payable was reduced by $338 thousand million to reflect the updated estimated future payments under the note agreement. This amount is included in the consolidated statement of operations as a gain on note payable fair market value adjustment. The significant unobservable inputs used in the fair value measurement are forecasts of expected future annual cash flows as developed by the Company's management. The discount rate used in these calculations is 12.0%. Significant increases or decreases in these unobservable inputs in isolation would likely result in a significantly higher or lower fair value measurement. In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees were impaired by $2.7 million. See Note 8. Goodwill and Intangible Assets for further discussion. | |||||
As of February 28, 2015, the short-term portion of the royalty payable was $413 thousand and the long-term portion was $301 thousand. | |||||
Fiscal Year | Amount | ||||
2016 | $ | 461 | |||
2017 | 164 | ||||
2018 | 185 | ||||
Total future minimum royalty payments | 810 | ||||
Less: amount of royalty payments representing interest | (96 | ) | |||
Present value of future minumum royalty payments | 714 | ||||
Less: Current portion of royalty payable | (413 | ) | |||
Long-term portion of royalty payable | $ | 301 | |||
Capital lease obligations | |||||
The Company leases certain computer and security equipment under capital leases. As of February 28, 2015, the balance sheet reflects the short-term portion of capital lease obligations of $31 thousand and the long-term portion of $32 thousand. | |||||
The following table summarizes as of February 28, 2015, our minimum rental commitment under capital leases (in thousands): | |||||
Fiscal Year | Amount | ||||
2016 | $ | 35 | |||
2017 | 21 | ||||
2018 | 14 | ||||
Total future minimum lease payments | 70 | ||||
Less: amount of lease payments representing interest | (7 | ) | |||
Present value of future minumum lease payments | 63 | ||||
Less: Current obligations under capital leases | (31 | ) | |||
Long-term capital lease obligations | $ | 32 | |||
Note_10_Common_Stock_and_Stock
Note 10 - Common Stock and Stock Compensation | 12 Months Ended | ||||||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 10. Common Stock and Stock Compensation | ||||||||||||||||||||||||
1 for 10 Reverse Stock Split. At the 2014 Annual Stockholders’ Meeting, which was held on February 26, 2015, our stockholders approved an amendment to our restated certificate of incorporation, as amended, to effect of our issued common stock by a ratio of 1 for 10, which reverse stock split was effected at the close of business on February 27, 2015. The reverse stock split did not change the authorized number of shares or par value of our common stock, but did effect a proportionate adjustment to the per share exercise price and the number of common shares issuable under the vesting of restricted stock awards, stock option awards, restricted stock units, and common stock eligible for issuance under our 2009 Equity Incentive Plan. Except for any changes as a result of the treatment of fractional shares, each shareholder holds 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. | |||||||||||||||||||||||||
Stock Compensation. The Company maintains certain stock compensation plans providing for incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance share units, performance shares, dividend equivalents and other awards relating to the Company’s common stock. In August 2009, our stockholders approved the 2009 Equity Incentive Plan, effective June 17, 2009 (the “2009 Plan”) which, among other things, made 300,000 shares available for grant to directors, employees and consultants to provide the Company the ability to offer a full range of equity and cash-based awards. The 2009 Plan replaced the Amended and Restated 2007 Restricted Stock Plan, 2000 Stock Option Plan, and Amended and Restated 2004 Stock Option Plan, all of which terminated immediately after the 2009 Annual Meeting. The Company will not grant any new awards under these terminated plans, but any outstanding awards under the plans will remain outstanding in accordance with their terms. | |||||||||||||||||||||||||
On August 23, 2012, at the Annual Meeting of Shareholders, our shareholders approved the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as amended (the “Amended 2009 Plan”). The Amended 2009 Plan became effective as of June 6, 2012, the date the Board approved the Amended 2009 Plan subject to shareholder approval, and will continue in effect until June 6, 2022, or such earlier date as our Board of Directors may determine. | |||||||||||||||||||||||||
The Amended 2009 Plan increased the number of shares available for grant under the 2009 Plan from 300,000 to 500,000. The Amended 2009 Plan provides that “full-value awards,” meaning all awards other than stock options and stock appreciation rights, will be counted against the Amended 2009 Plan limit in a 2 -to- 1 ratio. Stock options and stock appreciation rights will be counted against the Amended 2009 Plan limit in a 1 -to- 1 ratio. The amendments also provide that dividend equivalents with respect to awards that vest based on the achievement of performance objectives shall be accumulated until such awards are earned, and the dividend equivalents shall not be paid if the performance objectives are not satisfied. | |||||||||||||||||||||||||
Our non-employee Directors, employees and consultants are eligible to participate in the Amended 2009 Plan, which provides for a full range of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, dividend equivalents, and other awards relating to shares of our common stock. The awards are payable in shares, in cash, in a combination of shares and cash, or by any other method determined by our Compensation Committee. | |||||||||||||||||||||||||
As of February 28, 2015, we had 128,790 shares available for future grants under the Amended 2009 Plan, which is the only plan open to new grants. As of February 28, 2015, our current stock option plan, terminated plans and grants outside of plans provided for the issuance of 102,537 shares of common stock if all outstanding options were exercised and restricted stock vested. | |||||||||||||||||||||||||
During the year ended February 28, 2014, the Company’s Chief Executive Officer and President received 15,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, pursuant to the terms of employment agreement. These options vest one third on each of the first three anniversaries of the date of grant, July 12, 2013. Mr. Weiser’s options vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser. On June 13, 2014, Samuel S. Weiser resigned from his position as President and Chief Executive Officer of Premier Exhibitions, Inc. and his options were fully vested as part of his Separation Agreement. | |||||||||||||||||||||||||
During the year ended February 28, 2014, the Company’s Chief Financial Officer and Chief Operating Officer received 10,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended pursuant to the terms of employment agreement. These options vest one third on each of the first three anniversaries of the date of grant, July 12, 2013. | |||||||||||||||||||||||||
The grant price of the stock options was $17.80, with a fair market value at the date of grant of $9.20. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.05%, a volatility rate of 68.22%, an annual dividend rate of 0%, an expected term of 4 years which is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The stock options have an expiration date of July 13, 2018. | |||||||||||||||||||||||||
During the year ended February 28, 2013, the Company’s Chief Executive Officer and President received 25,000 stock appreciation rights and 9,908 restricted stock units under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. 4,862 stock appreciation rights and 7,969 restricted stock units vested immediately, with the remainder vesting in thirty equal parts each month thereafter. The stock appreciation rights will be settled in cash, and expire five years from the date of grant and have a weighted average price of $27.00 per share. On June 13, 2014, Samuel S. Weiser resigned from his position as President and Chief Executive Officer of Premier Exhibitions, Inc. and his options and restricted stock units were fully vested as part of his Separation Agreement. | |||||||||||||||||||||||||
The grant price of the stock appreciation rights is $27.00, with a fair market value at the date of grant of $17.20. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 0.4%, a volatility rate of 80.47%, an annual dividend rate of 0% and an expiration date of June 29, 2017. | |||||||||||||||||||||||||
During the year ended February 28, 2014, the President of AEI and Premier Exhibitions Management, LLC received 4,172 restricted stock units pursuant to the Company’s 2009 Equity Incentive Plan, as Amended, that immediately vested. These shares were granted in partial payment of a bonus earned pursuant to the President’s employment agreement. He surrendered 1,354 shares of stock worth approximately $19 thousand to satisfy his tax obligations with respect to the vesting of the restricted stock units issued. These shares were given and surrendered at an average price of $13.70 per share based upon the closing date on the day of vesting. | |||||||||||||||||||||||||
As of February 28, 2015, the Company has accrued a liability of approximately $2 thousand for the stock appreciation rights, issued to the Company President and Chief Executive Officer in fiscal 2013, is included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.32%, a volatility rate of 64.6%, an annual dividend rate of 0% and an expiration date of June 29, 2017 to calculate the liability at February 28, 2015. | |||||||||||||||||||||||||
As of February 28, 2014, the Company has accrued a liability of approximately $18 thousand for the stock appreciation rights, issued to the Company President and Chief Executive Officer in fiscal 2013,that is included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.09%, a volatility rate of 59.9%, an annual dividend rate of 0% and an expiration date of June 29, 2017 to calculate the liability at February 28, 2014. Stock appreciation rights are categorized as Level 3 liabilities in accordance with ASC 820. | |||||||||||||||||||||||||
28-Feb-15 | 28-Feb-14 | ||||||||||||||||||||||||
Fair value liability, beginning of period | $ | 18 | $ | 151 | |||||||||||||||||||||
Fair value adjustments | (16 | ) | (133 | ) | |||||||||||||||||||||
Fair value liability, end of period | $ | 2 | $ | 18 | |||||||||||||||||||||
The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. Stock-based compensation expense recognized during the year includes the expense for all share-based payments granted on or prior to the end of the period, but not yet vested, based on the estimated grant date fair value. The following table reflects stock-based compensation expense included in “General and administrative expenses” in our Consolidated Statements of Operations (in thousands): | |||||||||||||||||||||||||
28-Feb-15 | 28-Feb-14 | ||||||||||||||||||||||||
Grant type: | |||||||||||||||||||||||||
Stock options | $ | 207 | $ | 160 | |||||||||||||||||||||
Restricted stock | 71 | 204 | |||||||||||||||||||||||
Stock appreciation rights | (16 | ) | (133 | ) | |||||||||||||||||||||
$ | 262 | $ | 231 | ||||||||||||||||||||||
Stock Options. The fair value of options is amortized to expense on a straight-line basis over the options’ vesting period. The Company did not grant any stock options during fiscal 2015. Fair value of stock options granted during fiscal 2014 was determined on the date of grant using the Black-Scholes option-pricing model, using the following weighted-average assumptions: | |||||||||||||||||||||||||
Fiscal 2014 | |||||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 68 | % | |||||||||||||||||||||||
Risk-free interest rate | 1.1 | % | |||||||||||||||||||||||
Expected lives in years | 4 | ||||||||||||||||||||||||
Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate. | |||||||||||||||||||||||||
The aggregate intrinsic value for the stock options outstanding and exercisable in the table represents the total pretax value, based on our closing stock price of $3.60 and $8.80 as of February 28, 2015 and February 28, 2014, respectively. No stock options were exercised in fiscal 2015. The aggregate intrinsic value of the stock options exercised was $0.5 million for fiscal 2014. A summary of our stock options awarded under the plans and changes during fiscal 2015 and 2014 is presented below: | |||||||||||||||||||||||||
28-Feb-15 | 28-Feb-14 | ||||||||||||||||||||||||
Number of | Weighted | Aggregate | Number of | Weighted | Aggregate | ||||||||||||||||||||
Options | Average | Intrinsic | Options | Average | Intrinsic | ||||||||||||||||||||
Exercise | Value | Exercise | Value | ||||||||||||||||||||||
Price | 0 | Price | 0 | ||||||||||||||||||||||
Outstanding at beginning of year | 85,667 | $ | 24.8 | $ | - | 198,270 | $ | 28.6 | $ | 670 | |||||||||||||||
Granted | - | - | - | 25,000 | 17.8 | - | |||||||||||||||||||
Exercised | - | - | - | (26,795 | ) | 6.9 | 539 | ||||||||||||||||||
Forfeited or expired | - | - | - | (110,808 | ) | 34.4 | - | ||||||||||||||||||
Outstanding at end of year | 85,667 | $ | 24.8 | $ | - | 85,667 | $ | 24.8 | $ | - | |||||||||||||||
Exercisable at end of year | 79,000 | $ | 25.42 | $ | - | 62,833 | $ | 28.7 | $ | - | |||||||||||||||
In addition, the Company issued stock options outside of its stock compensation plans, summarized as follows: | |||||||||||||||||||||||||
Stock Options Issued Outside of Plans | Options | Weighted | Weighted | Aggregate | |||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Price | Remaining | Value | |||||||||||||||||||||||
Contractual | 0 | ||||||||||||||||||||||||
Life | |||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
Outstanding at February 29, 2013 | 5,500 | $ | 32.47 | 5 | $ | - | |||||||||||||||||||
Outstanding at February 28, 2014 | 5,500 | $ | 32.47 | 4 | $ | - | |||||||||||||||||||
Outstanding at February 28, 2015 | 5,500 | $ | 32.47 | 3 | $ | - | |||||||||||||||||||
The following table summarizes information about stock options outstanding by price range at February 28, 2015. | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Range of Exercise Prices | Options | Average | Weighted- | Options | Weighted- | ||||||||||||||||||||
Outstanding | Weighted | Average | Exercisable | Average | |||||||||||||||||||||
at | Remaining | Exercise | at | Exercise | |||||||||||||||||||||
February 28, | Contractual | Price | February 28, | Price | |||||||||||||||||||||
2015 | Life | 2015 | |||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
$0.00 | to | $20.00 | 55,000 | 2.18 | $ | 17.15 | 48,333 | $ | 17.06 | ||||||||||||||||
$20.01 | to | $40.00 | 35,500 | 1.25 | 36.51 | 35,500 | 36.51 | ||||||||||||||||||
$40.01 | to | $60.00 | - | - | - | - | - | ||||||||||||||||||
$60.01 | to | $80.00 | - | - | - | - | - | ||||||||||||||||||
$80.01 | to | $100.00 | 667 | 2.75 | 99.33 | 667 | 99.3 | ||||||||||||||||||
91,167 | 1.82 | $ | 25.29 | 84,500 | $ | 25.88 | |||||||||||||||||||
As of February 28, 2015, we had $41 thousand of total unrecognized compensation expense related to non-vested stock options expected to be recognized over a weighted average period of 1.33 years. The stock-based compensation expense for stock options was based on grant date fair value of the awards for the remaining unvested periods. The total fair value of shares vested during the years ended February 28, 2015 and February 28, 2014 was $169 thousand and $103 thousand, respectively. | |||||||||||||||||||||||||
Restricted Stock Activity. The Company grants restricted stock or RSUs to certain of its employees and directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Company’s stock on the date of grant. The grant date fair value of restricted stock and RSUs is amortized to expense on a straight-line basis over the restricted stock and RSU vesting period. | |||||||||||||||||||||||||
Restricted Stock Issued Within Plan | Shares | Weighted | Weighted | Aggregate | |||||||||||||||||||||
Average | Average | Intrinic | |||||||||||||||||||||||
Price | Contractual | Value | |||||||||||||||||||||||
Life | 0 | ||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
Non-vested at February 28, 2013 | 6,931 | $ | 27.2 | 1.02 | $ | 158 | |||||||||||||||||||
Granted | 14,942 | 12.2 | 0.61 | 125 | |||||||||||||||||||||
Vested or Exercised | (10,501 | ) | 12.8 | - | 135 | ||||||||||||||||||||
Non-vested at February 28, 2014 | 11,372 | 12.4 | 0.84 | 100 | |||||||||||||||||||||
Granted | 15,369 | 6.51 | 0.62 | 100 | |||||||||||||||||||||
Forfeited or expired | (4,934 | ) | 11.22 | - | - | ||||||||||||||||||||
Vested or Exercised | (10,437 | ) | 11.14 | - | 76 | ||||||||||||||||||||
Non-vested at February 28, 2015 | 11,370 | $ | 6.1 | 0.84 | $ | 58 | |||||||||||||||||||
Warrants. The Company has granted warrants under various agreements. Warrants related to such agreements entered into in March 2008 expired in fiscal year 2014. | |||||||||||||||||||||||||
No warrants were granted or outstanding during the fiscal years as of February 28, 2015 or February 28, 2014. | |||||||||||||||||||||||||
As of February 28, 2015 and 2014, we had no unrecognized compensation cost related to non-vested warrants. The stock-based compensation expense for warrants was based on grant date fair value of the awards for the remaining unvested periods. | |||||||||||||||||||||||||
Note_11_Lease_Abandonment
Note 11 - Lease Abandonment | 12 Months Ended |
Feb. 28, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Note 11. Lease Abandonment |
In 2008, the Company entered into a lease for exhibition space with Ramparts, Inc., the owner and operator of the Luxor Hotel and Casino in Las Vegas, Nevada. The Company’s initial plans for the space were to operate three exhibitions and several ancillary attractions. During the third quarter of fiscal 2009, the Company opened two of three exhibitions. There were deficiencies with the third exhibition which, in the Company’s judgment, prevented the Company from proceeding with the original plan. During the fourth quarter of fiscal 2010, the Company decided it was no longer feasible to open a third exhibition and committed to a plan to exit the space. Accordingly, the Company recorded lease abandonment expense of $4.4 million during fiscal 2010 based on the remaining payments under a non-cancellable operating lease and adjusted for expected sublease rent. The related long-term lease abandonment liability of $1.0 million and $1.4 million at February 28, 2015 and February 28, 2014, respectively, is reflected in Lease abandonment in the Consolidated Balance Sheets. The related current portion lease abandonment liability of $0.4 million and $0.5 million at February 28, 2015 and February 28, 2014, respectively, is reflected in accounts payable and accrued liabilities in the Consolidated Balance Sheets. | |
On July 19, 2010, the Company entered into a sublease agreement with Image Quest Worldwide, Inc. (“Image Quest”), under which they agreed to sublease a portion of the space we lease at the Luxor to present a sports themed exhibition. Under the terms of the agreement, Image Quest agreed to pay the Company monthly rent equal to the greater of $30 thousand or 10% of gross sales (“rental charges”) and additional charges, such as common area maintenance charges, (“additional charges”) as allocated based on square footage of the subleased area. The Company had agreed to waive these rental charges and additional charges for August 2010 through July 2011, subject to the full performance of Image Quest under the Sublease. For the next twenty four months of the lease term (August 2011 – July 2013), 50% of the monthly rental charges and all additional charges accrued, but were not payable to Premier until August 1, 2013, when the entire balance plus interest at 5% became due and payable in equal monthly installments over twelve months. Image Quest has defaulted on its obligations under the Sublease. | |
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. On April 24, 2015 Mr. Beckmann and Image Quest Worldwide answered the suit and filed a counterclaim against the Company for fraudulent inducement, alleging that Premier interfered with their right under the sublease to utilize the box-office to sell tickets to their exhibition. Mr. Beckmann and Image Quest Worldwide seek damages in excess of $10 thousand. 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 Company’s case and the counterclaim is not readily determinable at this time. Due to this uncertainty no receivable is reflected in the financial statements. | |
Note_12_Income_Taxes
Note 12 - Income Taxes | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | Note 12. Income Taxes | ||||||||
A summary of the components of the provision for income taxes for fiscal 2015 and 2014 consists of the following (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Current income tax benefit: | |||||||||
Federal | $ | - | $ | (128 | ) | ||||
State | - | (35 | ) | ||||||
Foreign | - | - | |||||||
Total current income tax (benefit) | - | (163 | ) | ||||||
Deferred income tax expense: | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
Total deferred income tax expense | - | - | |||||||
Total income tax benefit | $ | - | $ | (163 | ) | ||||
The total provision for income taxes differs from the amount computed by applying the U.S. statutory federal income tax rate to income before income tax, as follows: | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
Nondeductible expenses | 3.1 | % | (4.8 | )% | |||||
Adjustments of prior year amounts | - | % | (17.3 | )% | |||||
Change in valuation allowance | (37.1 | )% | (29.2 | )% | |||||
- | % | (17.3 | )% | ||||||
Deferred income taxes recorded on the Company’s Consolidated Balance Sheets result from temporary differences between the basis of assets and liabilities reported for financial statement purposes and such amounts reported under the tax laws and regulations. The net deferred tax asset consists of the following (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Current deferred assets/(liabilities): | |||||||||
Accrued expenses | $ | 183 | $ | 833 | |||||
Accounts receivable | 73 | 119 | |||||||
Inventory | 28 | (329 | ) | ||||||
Other | 117 | 11 | |||||||
Prepaid insurance | (62 | ) | (68 | ) | |||||
Current deferred tax assets | 339 | 566 | |||||||
Less: valuation allowance | (399 | ) | (868 | ) | |||||
Net current tax asset/(liabilities) | $ | (60 | ) | $ | (302 | ) | |||
Noncurrent deferred tax assets/(liabilities): | |||||||||
Equity compensation | 2,282 | 2,069 | |||||||
Accrued expenses | 477 | 708 | |||||||
Deferred rent | 3,153 | - | |||||||
Federal net operating loss carryforward | 7,333 | 6,375 | |||||||
State net operating loss carryforward | 498 | 598 | |||||||
Foreign net operating loss carryforward | 128 | 712 | |||||||
Contribution carryforwards | 141 | 136 | |||||||
Intangible assets | 1,615 | 691 | |||||||
Federal tax credits | 752 | 752 | |||||||
Investment in subsidiary | - | (732 | ) | ||||||
Fixed assets | 506 | (231 | ) | ||||||
Noncurrent deferred tax assets | 16,885 | 11,078 | |||||||
Less: valuation allowance | (16,825 | ) | (10,776 | ) | |||||
Net noncurrent deferred tax assets/(liabilities) | 60 | 302 | |||||||
Net deferred tax assets | $ | - | $ | - | |||||
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company currently has approximately $23.2 million of U.S. federal net operating losses that are available as carryforwards. The net operating losses may be limited under Section 382 of the Internal Revenue Code. The Company has not performed an analysis to determine how much of these losses may be limited; however, the Company does not believe the impact of such limitations is material due to a full valuation allowance. | |||||||||
As of February 28, 2015, the Company has $697 thousand of foreign tax credits and $55 thousand of minimum tax credits available to offset future payments of U.S. Federal income tax. If not used, the foreign tax credits will expire beginning in 2018. The minimum tax credits can be carried forward indefinitely. The Company also has approximately $11.5 million of state net operating losses that are available as either carryforwards or carrybacks. The majority of these losses were generated in fiscal years 2009 - 2015, and began expiring in the fiscal year ending February 28, 2015. | |||||||||
Realization of the tax benefits of net operating loss carryforwards and tax credit carryforwards is dependent upon the Company’s ability to generate sufficient future taxable income in the appropriate taxing jurisdictions and within the applicable carryforward periods. After giving consideration to current forecasts of future taxable income and the expiration period of the carryforward tax benefits, the Company has recorded a valuation allowance of $17.2 million to offset all net deferred income tax assets. This reflects an increase of $5.5 million from the valuation allowance of $11.7 million for fiscal 2014. | |||||||||
Deferred tax assets relating to the tax benefits of employee stock options have been reduced to reflect exercises through the fiscal year ended February 28, 2015. Certain exercises resulted in tax deductions in excess of previously recorded tax benefits. The Company’s net operating loss carryforwards referenced above at February 28, 2015 include $1.5 million of income tax deductions in excess of previously recorded tax benefits. Although these additional tax deductions are reflected in net operating loss carryforwards referenced above, the tax benefit will not be recognized until they reduce taxes payable. Accordingly, since the tax benefit did not reduce the Company’s taxes payable in prior years, these tax benefits are not reflected in the Company’s deferred tax assets as presented above. The tax benefit of these excess deductions will be reflected as a credit to additional paid-in capital when recognized. | |||||||||
As of February 28, 2015 the Company has determined no liabilities for uncertain tax positions should be recorded. The Company does not anticipate a material change in the amount of unrecognized tax benefits over the next twelve months. | |||||||||
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. On May 1, 2015 the Company received notice from the Internal Revenue Service that the Company’s 2013 tax return had been selected for examination. The examination is expected to begin in the second fiscal quarter of 2016. 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 completed its most recent examination of the Company’s sales and use tax returns for its operations in the State of New York for all periods through May 31, 2012. The State of New York assessed additional sales and use tax of approximately $374,000 as it relates to the Company’s presentation of its Bodies exhibition at the South Street Seaport during this time period. This amount has been accrued in the Company’s financial statements. The Company has appealed this assessment on the grounds that the license agreement which governs the human anatomy specimens is not subject to sales and use tax. The Company must decide by mid-June 2015 whether it intends to request a hearing before an administrative tax tribunal. | |||||||||
Note_13_Net_Loss_Per_Share
Note 13 - Net Loss Per Share | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | Note 13. Net Loss Per Share | ||||||||
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 loss per share. Since the years ended February 28, 2015 and 2014 resulted in a net loss, the impact of dilutive effects of stock options was not added to the weighted average shares. | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Numerator: | |||||||||
Net loss attributable to the shareholders' of Premier Exhibitions, Inc. | $ | (10,475 | ) | $ | (714 | ) | |||
Denominator: | |||||||||
Basic weighted-average shares outstanding | 4,909,887 | 4,924,216 | |||||||
Effect of dilutive stock options and warrants | - | - | |||||||
Diluted weighted-average shares outstanding | 4,909,887 | 4,924,216 | |||||||
Net loss per share: | |||||||||
Basic | $ | (2.13 | ) | $ | (0.14 | ) | |||
Diluted | $ | (2.13 | ) | $ | (0.14 | ) | |||
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. | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Warrants | - | - | |||||||
Stock options | 91,167 | 91,167 | |||||||
Total | 91,167 | 91,167 | |||||||
Note_14_Employee_Savings_Plans
Note 14 - Employee Savings Plans | 12 Months Ended |
Feb. 28, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 14. Employee Savings Plans |
The Company sponsors the Premier Exhibitions 401(k) and Profit Sharing Plan (the “Plan”) under section 401(k) of the Internal Revenue Code of 1986, as amended. Under the Plan, all employees eligible to participate may elect to contribute up to the lesser of 60% of their salary or the maximum allowed under the Code. All employees who are at least age 21 and have completed three months of service with the Company are eligible to participate. Effective June 1, 2012, the Plan was amended to allow for Company matching of employee contributions at a rate of 100% of up to 3% of eligible compensation and 50% for 4%-5% of employee eligible contributions. Prior to this amendment, the Company matching of employee contributions was at a rate of 50% of up to 6% of eligible contributions. During fiscal 2015 and 2014, the Company made $107 thousand and $118 thousand in qualified matching contributions to the Plan, respectively. As of April 1, 2015, the Company has suspended the Company match. | |
Note_15_Commitments_and_Contin
Note 15 - Commitments and Contingencies | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Commitments and Contingencies Disclosure [Text Block] | Note 15. Commitments and Contingencies | ||||||||
Lease Arrangements | |||||||||
Principal Executive Offices | |||||||||
Our principal executive office is located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia. This space, which consists of 12,874 square feet, is used for management, administration and marketing purposes. The Company entered into an eighth amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2014 which extends the lease until May 31, 2017. | |||||||||
Warehouse Space | |||||||||
The Company leases warehouse and lab space for the conservation, conditioning and storage of artifacts and other exhibitry. On October 12, 2011, the Company entered into a lease agreement for approximately 48,000 square feet of warehouse and lab space in Atlanta, Georgia. The agreement is for a five-year term with two additional options to extend for up to an additional ten years. For security purposes, we do not disclose the location of this property. Other storage space has been rented on a month-to-month basis, in various locations, as needed. | |||||||||
The Company leased warehouse space to store the Arts and Exhibition, LLC exhibitry. On January 16, 2013, the Company entered into a 6 ½ month lease agreement for approximately 21,000 square feet of warehouse space in Atlanta, Georgia. In August 2013, the Company extended this lease through March 2015. This lease expired and was not renewed on March 31, 2015. | |||||||||
The Company leases warehouse space to store certain exhibitry. On March 1, 2015, the Company entered into a one year lease agreement for approximately 23,000 square feet of warehouse space in Atlanta, Georgia. This lease expires on February 29, 2016. | |||||||||
The Company leases warehouse space for its merchandise inventory under a lease assumed as part of the Exhibit Merchandising, LLC acquisition. The Company assumed a lease dated March 2011, for approximately 20,000 square feet of warehouse space in Statesboro, Ohio under a lease that expired in August 2013. In August 2013, the Company extended this lease to August 14, 2017. | |||||||||
Luxor Hotel and Casino – Las Vegas, Nevada | |||||||||
On March 12, 2008, the Company entered into a ten-year lease agreement for exhibition space with Ramparts, Inc., owner and operator of The Luxor Hotel and Casino in Las Vegas, Nevada, with an option to extend for up to an additional ten years. This lease includes approximately 36,141 square feet of space within the Luxor Hotel and Casino. We use the space, among other things, to present our “Bodies...The Exhibition” and “Titanic: The Experience” exhibitions. The lease commenced with the completion of the design and construction work which related to the opening of our “Bodies...The Exhibition” exhibition in August 2008 and the opening of the Titanic exhibition in December 2008. See discussion in Note 11. Lease Abandonment regarding abandonment of a portion of the leased space. | |||||||||
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 will use a portion of the space to present its “Saturday Night Live: The Experience” exhibition. Specific information about the other exhibitions that will be opening in the space will be released at a later date. The lease commenced in July 2014 and the Company will begin presenting exhibitions in the leased space in May 2015. | |||||||||
Atlantic Station – Atlanta, Georgia | |||||||||
On July 2, 2008, the Company entered into a lease agreement for exhibition space with Atlantic Town Center in Atlanta, Georgia. Until March 6, 2012, we used the space to present our “Bodies...The Exhibition” and our “Dialog in the Dark” exhibitions. This space is currently being used to present our “Bodies...The Exhibition” and our “Extreme Dinosaurs” exhibitions. The initial lease term was for three years with four one-month renewal options and was scheduled to expire in February 2012. On September 30, 2011, the Company entered into a first amendment to this lease. The first amendment extended the lease term for an additional 16 months, with a two year extension option, and expiring January 31, 2013. On October 22, 2012, the Company entered into a second amendment to the lease for its exhibition space in Atlantic Station in Atlanta, Georgia. The lease term is for an additional 24 months from February 1, 2013 through January 31, 2015. 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. | |||||||||
Buena Park, California | |||||||||
On April 3, 2013, the Company entered into a lease agreement for exhibition space with the Successor Agency of the Community Redevelopment Agency of the City of Buena Park, California. We opened the space in the second quarter of 2014 and currently present “Bodies…The Exhibition” and “Titanic: The Experience” exhibitions in the space. The Company leased the exhibition space for $1 per month through January 1, 2015, and has agreed to make capital improvements to the space and to maintain the facility during the term. This lease was extended on a month to month basis effective January 1, 2015. | |||||||||
“Titanic: The Experience” – Orlando, Florida | |||||||||
On October 17, 2011, the Company entered into the assignment and second amendment to lease for exhibition space with George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC. We use the space to present our “Titanic: The Experience” exhibition and dinner theatre. The lease term is for five years and expires in September 2016. In January 2014, the Company entered into an additional amendment to the lease to provide the Company with the option to terminate the lease in June 2015. | |||||||||
Touring Exhibitions | |||||||||
From time to time the Company enters into short-term lease agreements for exhibition space for its touring exhibitions. At February 28, 2015, the Company had no obligations under lease agreements for its touring exhibits. | |||||||||
Specimens, Artifacts and License Agreements | |||||||||
The Company had non-cancellable specimen leases for the rental of certain specimens used in its Bodies exhibitions. The leases were payable quarterly, and had a term of five years and five annual options to extend. During December 2010, the Company evaluated the performance of recently opened touring exhibitions and determined that the weak performance of several of the Bodies self-operated shows in unbranded facilities were well below expectations. Consequently, the Company elected not to renew certain of the leases it held on collections of specimens used in its touring Bodies exhibitions. After these agreements were not extended, at February 28, 2011, the Company had three lease agreements remaining for specimens, with expiration dates of September 2011 and June 2012. During fiscal year ended 2012 another of these agreements was allowed to expire. The Company currently has two lease agreements for specimens with expiration dates in February and March 2016 with one year options through fiscal year 2020. | |||||||||
The Company has a non-cancellable license agreement for certain artifacts used in its One Day in Pompeii exhibition. The leases are payable at the opening of each new venue. This agreement expires after the third Pompeii exhibition. | |||||||||
The Company has a non-cancellable license for certain artifacts used in its Real Pirates exhibition. The leases are payable quarterly and have a term of five years. This agreement expires in March 2018. | |||||||||
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 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. | |||||||||
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 exhibition based on the Ice Age series of films. The initial term of the Agreement is five years from the opening date of the first exhibition. The Company has one five-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. | |||||||||
The Discovery of King Tut | |||||||||
During the fourth fiscal quarter of 2014, the Company entered into a License Agreement with Semmel Concerts GmbH, a German entity, to present an exhibition based on King Tutankhamun. The term of the Agreement is five years from the opening date of the exhibition. The exhibition, titled The Discovery of King Tut, uses high quality artistic and scientific reproductions of artifacts found in the tomb of King Tutankhamun to recreate the moment of Howard Carter’s discovery of the lost tomb. | |||||||||
Lease Expense and Commitments | |||||||||
Lease expense charged to operations under these agreements was as follows (in thousands): | |||||||||
28-Feb-15 | 28-Feb-14 | ||||||||
Specimen and artifacts fixed rentals | $ | 2,290 | $ | 1,553 | |||||
Real estate rentals | 7,013 | 4,576 | |||||||
Equipment rentals | 53 | 73 | |||||||
Total rent expense | $ | 9,356 | $ | 6,202 | |||||
Aggregate minimum lease commitments at February 28, 2015, are as follows (in thousands): | |||||||||
Fiscal Year | Amount | ||||||||
2016 | 10,320 | ||||||||
2017 | 7,376 | ||||||||
2018 | 7,765 | ||||||||
2019 | 5,824 | ||||||||
2020 | 4,545 | ||||||||
Thereafter | 22,503 | ||||||||
Total | $ | 58,333 | |||||||
Purchase obligations | |||||||||
The Company has signed significant purchase agreements related to its new Saturday Night Live Exhibition. Unpaid contracts amounts at the end of fiscal 2015 related to Saturday Night Live exhibition were $824 thousand. | |||||||||
Subsequent to fiscal year end 2015, the Company signed contracts of $1.6 million related to its new exhibition Saturday Night Live and funded $1.6 million in additional leasehold improvements. | |||||||||
Concentrations | |||||||||
The Company conducts business with certain third party presenters in order to bring its exhibitions to market. If relationships with any or all of these presenters is damaged or the presenters decide to no longer conduct business with the Company, it is possible that the Company’s ability to bring its exhibits to market could be delayed or otherwise impaired. There is currently no indication that these relationships are impaired or that the presenters intend to terminate their business relationship with the Company. | |||||||||
In addition, the Company currently presents four types of exhibits, three of which are dependent upon license agreements in order to present the exhibitions. If license agreements related to the Company’s “Real Pirates”, “One Day in Pompeii”, or “Bodies… The Exhibition” exhibitions are not renewed in the future, it could prevent the Company from presenting these exhibitions. | |||||||||
The Company currently conducts some of its business outside of the U.S. At February 28, 2015, the Company had three of its exhibits located outside the U.S. in Canada and Germany. | |||||||||
Note_16_Noncontrolling_Interes
Note 16 - Non-controlling Interest | 12 Months Ended |
Feb. 28, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 16. Non-controlling Interest |
Arts and Exhibitions International, LLC | |
On April 20, 2012, the Company’s PEM subsidiary and its wholly owned subsidiary, Newco, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and AEI 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 granted a 10% interest in PEM to AEG Live valued at $3.0 million as part of this transaction. The Company used Level 3 inputs based upon ASC 820 to value AEG Live’s interest in PEM. The Company projected the future discounted cash flow by projecting the statement of operations and the probability of achievement to determine the fair value of the assets. During the year ended February 28, 2015 and 2014, the net loss related to the non-controlling interest in PEM was $1.2 million and $64 thousand, respectively. | |
Note_17_Litgation_and_Other_Le
Note 17 - Litgation and Other Legal Matters | 12 Months Ended | ||
Feb. 28, 2015 | |||
Disclosure Text Block Supplement [Abstract] | |||
Legal Matters and Contingencies [Text Block] | Note 17. Litigation and Other Legal Matters | ||
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 February 28, 2015 is $358 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 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. On April 24, 2015 Mr. Beckmann and Image Quest Worldwide answered the suit and filed a counterclaim against the Company for fraudulent inducement, alleging that Premier interfered with their right under the sublease to utilize the box-office to sell tickets to their exhibition. Mr. Beckmann and Image Quest Worldwide seek damages in excess of $10 thousand. 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 Company’s case and the counterclaim is not readily determinable at this time. | |||
On December 7, 2014 Cyrus Milanian and Faan Qin filed suit against the Company in the United States District Court for the Northern District of Georgia, Atlanta Division alleging that the Company infringed their trademark. The plaintiffs seek damages in excess of $1 million. The case is in its initial stages and the outcome of the case is not readily determinable at this time. These plaintiffs have previously filed a number of similar nuisance actions against the Company, all of which have been dismissed at early stages. The lawsuit is in its early stages and the Company cannot predict the outcome of the case. | |||
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 February 28, 2015 a receivable of $19 thousand, net of allowance for doubtful accounts of $202 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 fiscal 2014. | |||
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 alleged 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 claimed that Mr. Zaller and his companies unlawfully used such property in the development of their own competing Titanic exhibition which was presented 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. This amount was received on December 4, 2014. The Agreement stipulated that the Zaller Parties and the Kingsmen Parties denied any admission of fault or liability to the Company. Under the Agreement, the Zaller Parties also agreed 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. | |||
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 alleged 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 sought $743 thousand plus interest and costs. | |||
On April 3, 2015, RMST and the Company entered into a Full and General Mutual Release Settlement and Confidentiality Agreement with Seaventures which settled the litigation. Under the settlement, the Company to pay Seaventures the agreed sum of $425 thousand, as follows: $75 thousand on or before April 10, 2015; $100 thousand on or before March 1, 2016; $100 thousand on or before March 1, 2017; and $150 thousand on or before March 1, 2018. In addition the Company agreed to stage at least two joint exhibitions presenting Carpathia and Titanic artifacts within 24 months from the date of execution of the Agreement. The Company must pay Seaventures a portion of the net revenues for those joint exhibition or per ticket fee depending on the location of the exhibition. Each of the parties to the Agreement executed mutual general releases. The Company recorded a liability of $344 thousand net of $81 thousand discount at 12% to reflect the present value of the future payments which is included in accounts payable and accrued liability as of February 28, 2015. | |||
Legal Proceedings | |||
The Company is currently involved in certain legal proceedings. To the extent that a loss related to a contingency is reasonably estimable and probable, the Company accrues an estimate of that loss. Because of the uncertainties related to both the amount and range of loss on certain pending litigation, the Company may be unable to make a reasonable estimate of the liability that could result from an unfavorable outcome of such litigation. As information becomes available, the Company assesses any potential liability related to pending litigation and makes or, if necessary, revises its estimates. Such revisions in estimates of potential liability could materially impact the Company’s results of operations and financial position. | |||
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_18_Foreign_Operations
Note 18 - Foreign Operations | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Foreign Currency [Abstract] | |||||
Foreign Currency Disclosure [Text Block] | Note 18. Foreign Operations | ||||
Our exhibitions regularly tour outside the U.S. Approximately 13% and 8% of our revenues for fiscal 2015 and fiscal 2014, respectively, resulted from exhibition activities outside the U.S. Aggregate foreign currency transaction loss included in Net income/(loss) in the Consolidated Statement of Comprehensive Income/(Loss) was $313 thousand and $137 thousand for fiscal 2015 and 2014, respectively. Foreign currency translation adjustments, as presented in “Accumulated other comprehensive loss” in the Consolidated Balance Sheet, are reflected in the following table (in thousands): | |||||
Foreign currency translation gain/(loss): | |||||
Balance as of February 28, 2013 | $ | (459 | ) | ||
Translation adjustment | 9 | ||||
Reclassification to earnings | 137 | ||||
Balance as of February 28, 2014 | (313 | ) | |||
Reclassification to earnings | 313 | ||||
Balance as of February 28, 2015 | $ | - | |||
Note_19_Segment_Information
Note 19 - Segment Information | 12 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Disclosure [Text Block] | Note 19. Segment Information | ||||||||||||||||
The Company has two reportable segments - Exhibition Management and RMS Titanic. The Exhibition Management segment involves the management of all of the Company’s exhibition operations, including the operation and management of Premier’s Bodies, Titanic (through an inter-company agreement with RMST), Dialog in the Dark and Pompeii exhibitions as well as the operation and management of the AEI properties known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” The exhibition management division also includes our exhibition merchandising business, conducted under the Company’s wholly owned subsidiary, Premier Merchandising, LLC. The RMS Titanic segment manages the Company’s rights to the Titanic assets, including title to all of the recovered artifacts in the Company’s possession and all of the intellectual property (video, photos, maps, etc.) related to the recovery of the artifacts and research of the ship. In addition, the RMS Titanic segment manages the Company’s responsibilities as salvor-in-possession of the Titanic wreck site. | |||||||||||||||||
Revenue derived from exhibitions presented outside of the U.S. was $3.7 million and $2.4 million for fiscal year 2015 and 2014, 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 $1.2 million and $1.8 million reported for the RMS Titanic segment for fiscal 2015 and 2014, 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 Statements of Operations for fiscal 2015 and 2014, respectively, by segment (in thousands). | |||||||||||||||||
Year Ended February 28, 2015 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 29,390 | $ | 1,199 | $ | (1,199 | ) | $ | 29,390 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 20,983 | - | (1,199 | ) | 19,784 | ||||||||||||
Gross profit | 8,407 | 1,199 | - | 9,606 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 11,577 | 1,232 | - | 12,809 | |||||||||||||
Depreciation and amortization | 4,560 | - | - | 4,560 | |||||||||||||
Net gain on disposal of assets | (4 | ) | - | - | (4 | ) | |||||||||||
Write-off of assets | 104 | - | - | 104 | |||||||||||||
Impairment of intangible assets | 2,926 | - | - | 2,926 | |||||||||||||
Gain on note payable fair market value adjustment | (338 | ) | - | - | (338 | ) | |||||||||||
Contract and legal settlements | 36 | - | - | 36 | |||||||||||||
Total Operating expenses | 18,861 | 1,232 | - | 20,093 | |||||||||||||
Loss from operations | (10,454 | ) | (33 | ) | - | (10,487 | ) | ||||||||||
Other expense | |||||||||||||||||
Interest expense | (909 | ) | - | - | (909 | ) | |||||||||||
Realized losses on foreign currency transactions | (313 | ) | - | - | (313 | ) | |||||||||||
Other expense | 15 | 1 | - | 16 | |||||||||||||
Loss before income tax | (11,661 | ) | (32 | ) | - | (11,693 | ) | ||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net loss | (11,661 | ) | (32 | ) | - | (11,693 | ) | ||||||||||
Less: Net loss attributable to non-controlling interest | (1,218 | ) | - | - | (1,218 | ) | |||||||||||
Net loss attributable to the shareholders of Premier Exhibitions, Inc. | $ | (10,443 | ) | $ | (32 | ) | $ | - | $ | (10,475 | ) | ||||||
Year Ended February 28, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 29,348 | $ | 1,769 | $ | (1,769 | ) | $ | 29,348 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 17,137 | - | (1,769 | ) | 15,368 | ||||||||||||
Gross profit | 12,211 | 1,769 | - | 13,980 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 11,567 | 1,194 | - | 12,761 | |||||||||||||
Depreciation and amortization | 4,097 | 53 | - | 4,150 | |||||||||||||
Net gain on disposal of assets | (115 | ) | - | - | (115 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Gain on note payable fair market value adjustment | (2,566 | ) | - | - | (2,566 | ) | |||||||||||
Contract and legal settlements | (297 | ) | - | (297 | ) | ||||||||||||
12,818 | 1,913 | - | 14,731 | ||||||||||||||
Loss from operations | (607 | ) | (144 | ) | - | (751 | ) | ||||||||||
Other income and (expenses) | |||||||||||||||||
Interest expense | (342 | ) | - | - | (342 | ) | |||||||||||
Realized losses on foreign currency transactions | (137 | ) | - | - | (137 | ) | |||||||||||
Other income | 289 | - | - | 289 | |||||||||||||
Loss before income tax | (797 | ) | (144 | ) | - | (941 | ) | ||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net loss | (689 | ) | (89 | ) | - | (778 | ) | ||||||||||
Less: Net loss attributable to non-controlling interest | (64 | ) | - | - | (64 | ) | |||||||||||
Net income attributable to the shareholders of Premier Exhibitions, Inc. | $ | (625 | ) | $ | (89 | ) | $ | - | $ | (714 | ) | ||||||
The assets in our Exhibition Management segment include exhibitry, leasehold improvements, and other assets necessary for operation of the Company’s exhibitions. The RMS Titanic segment contains all of the Titanic assets, 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). | |||||||||||||||||
28-Feb-15 | 28-Feb-14 | ||||||||||||||||
Assets: | |||||||||||||||||
Exhibition Management | $ | 31,203 | $ | 23,374 | |||||||||||||
RMS Titanic | 5,536 | 6,282 | |||||||||||||||
Corporate and unallocated | 142 | 600 | |||||||||||||||
Total assets | $ | 36,881 | $ | 30,256 | |||||||||||||
Expenditures for additions to long-lived assets by segment for the year ended February 28, 2015 and February 28, 2014 are reflected in the table below (in thousands). | |||||||||||||||||
28-Feb-15 | 28-Feb-14 | ||||||||||||||||
Capital Expenditures: | |||||||||||||||||
Exhibition Management | $ | 4,001 | $ | 3,114 | |||||||||||||
RMS Titanic | - | - | |||||||||||||||
Total capital expenditures | $ | 4,001 | $ | 3,114 | |||||||||||||
Note_20_Consignment_Agreement_
Note 20 - Consignment Agreement and RMS Titanic Sale | 12 Months Ended |
Feb. 28, 2015 | |
Significant Agreements Disclosure [Abstract] | |
Significant Agreements Disclosure [Text Block] | Note 20. 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 a transaction had been closed, the Company would have been required to pay Guernsey’s a fee of up to 8% of the sale price if a purchase agreement were entered into within 60 days of the auction deadline, and up to 4% of the sale price if a purchase agreement were 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 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 RMST, 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 fiscal 2014. This write-off is included in the consolidated statements of operations as write-off of assets. | |
As the Company is currently focused on completing the DK Merger, it is not actively pursuing a sale of the Titanic artifacts and related intellectual property at this time. | |
Note_21_Liquidity_and_Capital_
Note 21 - Liquidity and Capital Resources | 12 Months Ended |
Feb. 28, 2015 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity And Capital Resources [Text Block] | Note 21. Liquidity and Capital Resources |
The Company’s operations in the recent past have been financed primarily through cash flow from operations, existing cash and in fiscal 2015 the Pentwater Capital Management LP. notes payable. 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 provided for a loan to the Company in the aggregate amount of $8.0 million. The Notes provided for the payment by the Company of interest on a monthly basis at the rate of 12% per annum, and the Notes mature and were required to be repaid in full on March 31, 2015. | |
Because the Notes matured and had to be paid in full on March 31, 2015, the Company had to obtain replacement financing for the Notes or negotiate an extension or forbearance with the Pentwater affiliates by that date. The Company considered 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. | |
On April 2, 2015 the Company announced that it had entered into a definitive merger agreement (“Merger Agreement”) whereby it plans to combine with Dinoking Tech Inc. (“DK”). Under the Merger Agreement, the DK shareholders will be entitled to up to 24% of the fully diluted ownership of the Company for all of the issued and outstanding shares of DK. In addition, an investor group has agreed to provide up to $13.5 million in convertible debt funding to Premier to repay $8 million of existing debt and $5.5 million for corporate purposes including the completion of the development of “Saturday Night Live: The Exhibition” and “Premier Exhibitions 5th Avenue,” the Company’s state-of-the-art exhibition and special events center located in New York City. To date the investor group has provided $11.5 million of this funding, which was used to retire the debt owed to Pentwater Capital, to continue funding improvements on the building at 417 Fifth Avenue, and to complete our Saturday Night Live Exhibition. The transaction has been approved by the Board of Directors of Premier. Premier’s principal shareholder, Sellers Capital, LLC, and the directors and officers of the Company have entered into agreements to vote in favor of the transaction. The completion of the transaction is subject to Premier shareholder approval among other customary closing conditions. The shareholder meeting to approve the transaction is expected to be held no later than September 2015. The merger is expected to be completed in September 2015. | |
While the Company recently repaid a loan of $8.0 million, the Company will have to repay these amounts to DK if the merger transaction does not close. As a result, the Company will have to refinance the debt or obtain funds to repay the debt in full if that occurs. The Company could be capital constrained and unable to fulfill the terms of this and other agreements if its access to capital sources does not improve in the near term. Management believes that the Company’s access to capital depends on near-term improvement to its operating results. | |
If the Merger Agreement is not approved, or a public or private placement of equity securities or of convertible promissory notes, including potentially to some of the Company’s existing shareholders, is not completed, the Company may have 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_22_Subsequent_Events
Note 22 - Subsequent Events | 12 Months Ended |
Feb. 28, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 22. Subsequent Events |
Merger Agreement | |
See Note 21. Liquidity and Capital Resources regarding the Merger Agreement with DK entered into on April 2, 2015. | |
Upon the closing of the transaction, we expect that the DK shareholders and the investor group will hold approximately 47% of the outstanding Premier voting shares, subject to additional contingent payments, and the right to nominate four out of seven board members. Mr. Bao will become the Executive Chairman, President and Chief Executive Officer of Premier while DK will become an indirect wholly-owned subsidiary | |
If this merger is consummated, the Company’s net operating loss carryforwards may be significantly limited under Section 382 of the Internal Revenue Code. The limitation imposed by Section 382 of the Internal Revenue Code would place an annual limitation on the amount of the NOL carry forwards that can be utilized. The Company has not performed any analysis of whether or not there has been a cumulative change in ownership of greater than 50%. If this analysis were to be completed and it was determined that there has been a change in ownership, the amount of the NOL carryforwards available may be reduced significantly. However, since the valuation allowance fully reserves for all available carry forwards, the effect of the reduction would be offset by a reduction in the valuation allowance. Thus, the resolution of this matter would have no effect on the reported assets, liabilities, revenues, and expenses for the periods presented. | |
Consulting Agreement with Samuel S. Weiser | |
On April 2, 2015, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Weiser (our former Executive Chairman, and prior to that, our President and Chief Executive Officer), pursuant to which Mr. Weiser resigned as Executive Chairman and as a member of the Company’s board of directors and agreed to make himself available to provide consulting advice as and when reasonably requested by Premier through September 30, 2015. In the Consulting Agreement, the parties agreed that the Employment Agreement, dated August 28, 2014, relating to Mr. Weiser’s service as Executive Chairman is terminated and that the payments and benefits under the Separation Agreement and Release, dated June 20, 2014 (the “Separation Agreement”), between Mr. Weiser and the Company will recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser’s agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser consulting fees in the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the Transaction and September 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. In addition, Mr. Weiser’s outstanding option, dated June 12, 2013, to acquire 15,000 shares of the Company’s common stock was amended to lower the exercise price to $4.48 per share and extend the term for an additional five years. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision. | |
Litigation Settlement | |
On April 3, 2015 RMST, a subsidiary of Premier Exhibitions, Inc. entered into a Full and General Mutual Release Settlement and Confidentiality Agreement (the “Agreement”) with Seaventures, LTD (“SV”). The Agreement settles litigation between the Company and SV in the Circuit Court for Orange Country, Florida. | |
The Agreement requires RMST to pay SV the agreed sum of $425 thousand, as follows: $75 thousand to SV on or before April 10, 2015; $100 thousand on or before March 1, 2016; $100 thousand on or before March 1, 2017; and $150 thousand on or before March 1, 2018. In addition the Company must stage at least two Joint Exhibitions with SV within 24 months from the date of execution of the Agreement in which SV is entitled to a portion of the net revenues or $1 per ticket sold depending on the location of the exhibition. Each of the parties to the Agreement executed mutual general releases. The Company recorded a liability of $344 thousand net of $81 thousand discount at 12% to reflect the present value of the future payments which is included in accounts payable and accrued liability as of February 28, 2015. | |
Capital Lease | |
On March 30, 2015, the Company signed two capital leases for a total of $250 thousand at an interest rate is 6.5%. Total monthly payments under the leases are approximately $5,000 per month for 60 months.The leases are secured by certain equipment at our Saturday Night Live Exhibition. | |
Warehouse Lease | |
On March 2, 2015, the Company signed a lease for warehouse space in Atlanta, Georgia. The lease term begins March 1, 2015 and expires on February 28, 2016. Total future minimum payments under the lease are $81,600. | |
Purchase Obligations | |
Subsequent to fiscal year end 2015, the Company signed contracts of $1.6 million related to its new exhibition “Saturday Night Live” and $1.6 million for additional leasehold improvements. | |
Internal Revenue Service Examination | |
On May 1, 2015 the Company received notice from the Internal Revenue Service that the Company’s 2013 tax return had been selected for examination. The examination is expected to begin in the second fiscal quarter of 2016. | |
Investor Funding | |
On May 4, 2015, the Company borrowed an additional $3.5 million from the investor group discussed in Note 21. These funds are being used to complete the leasehold improvements of the 417 5th Avenue building and for our Saturday Night Live exhibition. | |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II | ||||||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||||||
For the Years Ended February, 28, 2015 and 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Additions | |||||||||||||||||||||
Balance at | Charged to | Charged | Deductions | Balance at | |||||||||||||||||
beginning | costs and | to other | charged to | end of | |||||||||||||||||
of period | expenses | accounts | reserve | period | |||||||||||||||||
Year ended February 28, 2015 | |||||||||||||||||||||
Allowance for doubtful accounts - accounts receivable | $ | 392 | $ | - | $ | - | $ | 172 | $ | 220 | |||||||||||
Year ended February 28, 2014 | |||||||||||||||||||||
Allowance for doubtful accounts - accounts receivable | $ | 325 | $ | 67 | $ | - | $ | - | $ | 392 | |||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |||
Feb. 28, 2015 | ||||
Accounting Policies [Abstract] | ||||
Corporate Management [Policy Text Block] | 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, PEM 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. Subsequent to the asset purchase, Newco changed its name to 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. | ||||
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 [Policy Text Block] | Basis of Presentation | |||
When we use the terms the “Company,” “Premier,” “we,” “us,” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. The consolidated financial statements include the accounts of Premier, its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions, and its consolidated joint venture. | ||||
We have prepared the accompanying consolidated financial statements and notes pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”). | ||||
Use of Estimates, Policy [Policy Text Block] | The preparation of the 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 amounts using those estimates. | |||
Revenue Recognition, Policy [Policy Text Block] | (a) Revenue Recognition | |||
When evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of accounting. | ||||
The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable, and (4) the fee is probable of collection. The Company allocates the fees in a multi-element arrangement to each element based on the relative fair value of each element, using vendor-specific objective evidence (“VSOE”) of the fair value of each of the elements, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair value, the fee is allocated among each element based on third-party evidence (“TPE”) of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When the Company is unable to establish fair value using VSOE or TPE, the Company uses estimated selling price (“ESP”) to allocate value to each element. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold separately. The Company determines ESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. | ||||
Deferred revenue includes payments or billings recorded prior to performance and amounts received under multiple element arrangements in which the fair value for the undelivered elements does not exist. In these instances, revenue is recognized when the fair value for the undelivered elements is established or when all contractual elements have been completed and delivered. | ||||
(i) | Exhibition Revenue | |||
The Company recognizes exhibition revenue for exhibits when earned and reasonably estimable. The exhibition agreements may have a fixed fee, may be based on a percentage of gross profit, or a combination of the two. A variable fee arrangement may include a nonrefundable or recoupable guarantee paid in advance or over the exhibition period. The following are the conditions that must be met in order to recognize revenue: | ||||
§ | persuasive evidence of an exhibition arrangement with a customer exists; | |||
§ | the exhibition is complete and in accordance with the terms of the arrangement; | |||
§ | the exhibition period of the arrangement has begun and/or the customer can begin its exploitation, exhibition or sale; | |||
§ | the arrangement fee is fixed or determinable; and | |||
§ | collection of the arrangement fee is reasonably assured. | |||
If all of the conditions as outlined above are not met, revenue is recorded as deferred revenue until all conditions are met. | ||||
Exhibition Revenue is primarily comprised of the following: Admissions, Licensing, and Audio Tour Revenue. All revenues are shown net of any applicable sales or use taxes. | ||||
Admissions Revenue | ||||
Admissions revenue includes ticket sales from the Company’s semi-permanent exhibitions and partner gross profit distribution. | ||||
Revenue from the semi-permanent exhibitions is derived from ticket sales at venues operated solely by the Company. The revenue is recorded upon the customer’s ticket purchase. Advance ticket sales are recorded as deferred revenue pending the “event date” on the ticket. | ||||
Partner gross profit distribution represents the Company’s share of gross profit from partner run exhibitions. Exhibition gross profit is generally calculated as net ticket sales and other ancillary revenue less exhibition expenses as stated in the exhibition agreement. The Company’s share or percentage is defined in the exhibition agreement and recognized over the duration of the exhibition. Independent partners provide the Company with box office information, operational expenses, marketing costs, and other exhibition expenses. The Company utilizes this information to determine the amount of revenue to recognize by applying the contractual provisions included in the exhibition agreement. The amount of revenue recognized for the period depends on timing, accuracy and completeness of information received from independent partners. | ||||
Licensing Revenue | ||||
Licensing revenue is derived from fees paid by independent partners to co-produce, display and promote our exhibitions. The Company recognizes license fees ratably over the duration of the exhibition. | ||||
Audio Tour Revenue | ||||
Revenue derived from equipping and operating an audio tour is recognized upon customer purchase. | ||||
(ii) | Merchandise and Other Revenue | |||
Merchandise revenue includes self-run and the Company’s share of independent partner merchandise gross profit. Revenues from the Company’s semi-permanent exhibitions are recorded upon customer purchase. In most cases, independent partner revenue is derived as a percentage of the merchandise gross profit and typically recorded on a consignment basis. | ||||
Cash and Cash Equivalents, Policy [Policy Text Block] | (b) Cash and Cash Equivalents | |||
The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses on these accounts. The Company considers highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company’s cash equivalents are primarily invested in money market funds. The Company performs periodic evaluations of the relative credit standing of the financial institutions and issuers of its cash equivalents. | ||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | (c) Accounts Receivable | |||
Accounts receivable represent presenting partner and other obligations due under normal trade terms. The Company regularly evaluates the need for an allowance for uncollectible accounts for accounts receivable by taking into consideration factors such as the type of client (governmental agencies or private sector), trends in actual and forecasted credit quality of the client (including delinquency and late payment history) and current economic conditions that may affect a client’s ability to pay. In certain circumstances, depending on customer creditworthiness, the Company may require a bank letter of credit or escrow arrangement to guarantee the collection of its receivables. The allowance for bad debt for accounts receivable is determined based on a percentage of aged receivables, plus specific reserves for receivables that are not considered collectible. The Company’s bad debt expense for fiscal 2015 and fiscal 2014 was $16 thousand and $67 thousand, respectively. The Company’s ending bad debt allowance for fiscal year end 2015 and 2014 was $220 thousand and $392 thousand, respectively, which represents management’s best estimate of uncollectible amounts and is considered adequate. | ||||
Inventory, Policy [Policy Text Block] | (d) Merchandise Inventory | |||
Merchandise inventory consists of finished goods purchased for resale at our exhibitions. Inventory cost is determined based on average purchase price and is carried at the lower of cost or market value. The Company accounts for all inventories based on the average cost method. Estimates for reserves for inventory obsolescence are based on management’s judgment of future realization. The Company’s inventory obsolescence expense for fiscal 2015 and fiscal 2014 was $24 thousand and $95 thousand, respectively. | ||||
Prepaid Expenses and Other, Policy [Policy Text Block] | (e) Prepaid Expenses and Other Current Assets | |||
Prepaid expenses and other current assets primarily consist of prepaid lease payments and prepaid services that are expensed when services are received or over the term of the exhibition, and reimbursable expenses that are capitalized and recovered from museums, promoters or our co-presentation partner. | ||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | (f) Artifacts | |||
Costs associated with the care, management and preservation of approximately 5,500 artifacts recovered from the wreck of the RMS Titanic (the “Titanic”) during the course of 32 dives in 1987, are expensed as incurred. | ||||
To ascertain that the aggregate net recoverable value of Titanic artifacts exceeds the direct costs of recovery of such artifacts, the Company evaluates various evidential matters. Such evidential matters include documented sales and offerings of Titanic-related memorabilia, insurance coverage obtained in connection with the potential theft, damage or destruction of all or part of the artifacts and other identical matter regarding the public interest in the Titanic. | ||||
Salvor-in-Possession, Policy [Policy Text Block] | (g) Salvor’s lien | |||
In 1994, the U.S. District Court for the Eastern District Court of Virginia (the “District Court”) issued an order declaring RMST, a wholly owned subsidiary, Salvor-in-Possession of the Titanic wreck and wreck site. As Salvor-in-Possession, RMST has the exclusive right to recover artifacts from the wreck. RMST continues to serve as Salvor-in-Possession. | ||||
On August 12, 2010, 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 Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. | ||||
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 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 trust and reserve fund (the “Trust Account”). The Trust Account will be 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 Trust Account a minimum of twenty five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Trust Account equals five million dollars ($5 million). Though not required under the covenants and conditions, Company will make additional payments into the Trust Account as it deems appropriate consistent with its prior representations to the Court and sound fiscal operations. The Company established the Trust Account and funded it with $25 thousand during November 2011 and continues to fund it with quarterly $25 thousand payments. The current balance in the Reserve Fund is $358 thousand, including interest income. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | (h) Property and Equipment | |||
Property and equipment are stated at cost. Depreciation of property and equipment is provided for by the straight-line method over the following estimated lives of the related assets. | ||||
Exhibitry (years) | 3 | - | 5 | |
Vehicles (years) | 5 | |||
Tools and equipment (years) | 5 | |||
Computers and software (years) | 3 | |||
Furniture and fixtures (years) | 5 | |||
Leasehold improvements | Shorter of useful life of asset or remaining lease term | |||
The Company had $34.3 million and $29.1 million in property and equipment at February 28, 2015 and 2014, respectively. Depreciation expense on property and equipment as calculated using the methodology and lives as discussed above was $3.3 million and $2.9 million for fiscal 2015 and 2014, respectively. Accumulated depreciation totaled $22.8 million and $19.8 million at February 28, 2015 and 2014, respectively. During the year ended February 28, 2015 the Company disposed of property and equipment resulting in a gain on disposal of $4 thousand. During the year ended February 28, 2014 the Company disposed of property and equipment resulting in a gain on disposal of $115 thousand. | ||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | (i) Exhibition Licenses | |||
Exhibition licenses represent exclusive rights to exhibit certain anatomical specimens and organs acquired for the use of the licensor’s technology, documentation, and know-how with respect to the plastination of human body specimens and organs. Depending upon the agreement with the rights holder, the Company may obtain the rights to use anatomical specimens and organs in multiple exhibitions over multiple years. Costs are capitalized and amortized over the remaining useful life of the specimens and organs. Costs incurred to renew or extend license agreements are capitalized upon renewal of the license and are amortized over the term of the agreement. | ||||
Quarterly, the Company evaluates the future recoverability of any unamortized exhibition license costs based on the exhibition’s performance, success of other exhibitions, whether there are any exhibitions planned for the future, and/or specific events that would impair recoverability. An impairment charge may result if the actual exhibition revenues, combined with currently forecasted future exhibition revenues, are less than the revenue required to amortize the remaining licensing costs. No such impairment charges were recorded during fiscal 2015 or 2014. Capitalized exhibition license costs for those exhibitions that are cancelled are charged to expense in the period of cancellation. | ||||
Construction Deposit and Lease Incentive, Policy [Policy Text Block] | (j) Construction deposit and lease incentive | |||
The construction deposit represent advances the Company has made toward the leasehold improvements at its New York City leased space. | ||||
The lease incentive represents the remaining portion of the amount the landlord is paying toward the leasehold improvements at the New York City leased space. | ||||
Deferred Charges, Policy [Policy Text Block] | (k) Deferred financing costs | |||
Deferred financing costs represent the direct costs of entering into the Company’s note payable in September 2014. These costs are amortized as interest expense using the effective interest method over the term of the note payable. | ||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | (l) Restricted cash | |||
Restricted cash represents AEG Live, LLC cash held by the Company under the Royalty Agreement. | ||||
Restricted Certificate of Deposit, Policy [Policy Text Block] | (m) Restricted certificate of deposit | |||
Restricted certificate of deposit represents the security deposit on the New York City Lease. | ||||
Long Term Exhibition Costs, Policy [Policy Text Block] | (n) Long-term exhibition costs | |||
Long-term exhibition costs are costs associated with exhibitions that have a useful life of greater than one year. These costs are expensed over the length of the exhibitions contract or five years whichever is shorter. These costs are reviewed annually for impairment. | ||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | (o) Goodwill and Purchased Finite-Lived Intangible Assets | |||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Although goodwill is not amortized, we review our goodwill for impairment annually, or more frequently, if events or changes in circumstances warrant a review. While completing our annual impairment test of our single reporting unit in the fourth quarter of fiscal 2015 we determine that our goodwill was impaired. See Note 8. Goodwill and Other Intangible Assets for further details. We completed our annual impairment test of our single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment. | ||||
Acquired intangible assets with finite lives, including future rights fees, are amortized over their estimated useful lives and reflected in the Depreciation and Amortization line item on our consolidated statements of operations. Our acquired intangible assets are reviewed for impairment whenever an impairment indicator exists. We continually monitor events or changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Fair value is determined using a discounted cash flow analysis that involves the use of significant estimates and assumptions, some of which may be based in part on historical experience, forecasted information and discount rates. While completing our annual impairment test of our single reporting unit in the fourth quarter of fiscal 2015 we determine that a portion of our future rights fees were impaired. See Note 8. Goodwill and Other Intangible Assets for further details. We completed our annual impairment test of our single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment. | ||||
Income Tax, Policy [Policy Text Block] | (p) Income Taxes | |||
Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the basis of assets and liabilities reported for financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. As of February 28, 2015 and 2014, the Company established a valuation allowance of $17.2 million and $11.7 million, respectively, against all net deferred tax assets. | ||||
The Company utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (Step 2) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. The term “more likely than not” is interpreted to mean that the likelihood of occurrence is greater than 50%. The Company has elected to record interest and penalties as a component of “General and administrative expenses” on the Consolidated Statement of Operations. Interest and penalties for fiscal 2015 and 2014 were immaterial. | ||||
Earnings Per Share, Policy [Policy Text Block] | (q) Earnings/(Loss) Per Share | |||
Basic earnings/(loss) per share is computed based on the weighted-average number of common shares outstanding. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include non-qualified stock options and non-vested share awards. The computation of dilutive shares outstanding excludes the out-of-the-money non-qualified stock options because such outstanding options’ exercise prices were greater than the average market price of our common shares and, therefore, the effect would be anti-dilutive (i.e., including such options would result in higher earnings per share). | ||||
Commitments and Contingencies, Policy [Policy Text Block] | (r) Legal Contingencies | |||
The Company is currently involved in certain legal proceedings (See Note 17). To the extent that a loss related to a contingency is reasonably estimable and probable, the Company accrues an estimate of that loss. Because of the uncertainties related to both the amount and range of loss on certain pending litigation, the Company may be unable to make a reasonable estimate of the liability that could result from an unfavorable outcome of such litigation. As information becomes available, the Company assesses any potential liability related to pending litigation and makes or, if necessary, revises its estimates. Such revisions in estimates of potential liability could materially impact the Company’s results of operations and financial position. | ||||
Lease, Policy [Policy Text Block] | (s) Operating Leases | |||
We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use. | ||||
For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations. | ||||
For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations. | ||||
Consolidation, Policy [Policy Text Block] | (t) Consolidation | |||
The Company consolidates its wholly owned subsidiaries and eliminates all significant intercompany activity. | ||||
Other Taxes, Policy [Policy Text Block] | (u) Other Taxes | |||
The Company incurs and remits certain taxes assessed by governmental authorities on revenue producing transactions, such as sales taxes. The Company’s revenue is presented net of sales taxes in its consolidated statement of operations. | ||||
Advertising Costs, Policy [Policy Text Block] | (v) Advertising Costs | |||
In the course of the Company’s business we incur advertising costs in order to promote our exhibitions. Advertising costs are budgeted for each temporary exhibition prior to its opening and the costs are expensed over the life of the exhibit. Costs incurred above or below budget are adjusted for as incurred. For permanent exhibitions, advertising is expensed as incurred. For fiscal 2015 and 2014, the Company incurred marketing and advertising expense of $4.2 million and $4.1 million, respectively, which is included in Exhibition costs on the Company’s consolidated statements of operations. | ||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | (w) Stock Compensation | |||
The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. The Company’s stock-based compensation expense is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the awards’ vesting period. | ||||
Stock Options. Fair value of stock options is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate. | ||||
Restricted Stock. The Company grants restricted stock or restricted stock units (“RSUs”) to certain of its employees and directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Company’s stock on the date of grant. | ||||
Stock Appreciation Rights. The Company granted stock appreciation rights to one of its executive officers. Fair value of stock appreciation rights is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected to be outstanding. The risk free rate for periods within the expected life of the stock appreciation rights is based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period. | ||||
Capitalization of Internal Costs, Policy [Policy Text Block] | (x) 2010 Titanic Expedition Costs | |||
We have capitalized $4.5 million of costs related to the expedition to the Titanic wreck site conducted during August and September of 2010. With the exception of the web point of presence, each asset that resulted from the expedition has been valued by: 1) including any costs that are directly related to the production of a specific asset in that asset’s value, and 2) allocating costs for the ship and necessary equipment used during the expedition to each resulting asset based on current and future estimated revenue streams. The capitalized web point of presence costs were based solely on costs incurred to add new functionality to the expedition website. The web point of presence costs were disposed in fiscal 2015. Estimated revenue streams were also used as part of the calculation to determine amortization related to the development of the 2D film in fiscal 2011. Beginning in fiscal 2013, the 3D and 2D film and gaming and other application assets were placed into service at our exhibitions and are being amortized over a five year useful life. See Note 6. 2010 Expedition to Titanic Wreck Site for further details. | ||||
Fair Value Measurement, Policy [Policy Text Block] | (y) Fair Value Measurements | |||
The Company is required to categorize its financial assets and liabilities into a three level hierarchy based on the priority of inputs to the valuation technique in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. | ||||
Financial assets and liabilities recorded at fair value on the Consolidated Balance Sheets are categorized as follows: | ||||
· | Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market. | |||
· | Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: | |||
a) | Quoted prices for similar assets or liabilities in active markets; | |||
b) | Quoted prices for identical or similar assets or liabilities in non-active markets; | |||
c) | Inputs other than quoted market prices that are observable; and | |||
d) | Inputs that are derived principally from or corroborated by observable market data through correlation or other means. | |||
· | Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. | |||
Reclassification, Policy [Policy Text Block] | (z) Reclassification of Prior Year Presentation | |||
Certain prior year amounts have been reclassified for consistency with the current year presentation. This reclassification had no effect on the reported results of operations. During fiscal 2015, the Company concluded that it was appropriate to classify its deferred rent as a separate line item on the balance sheet. Previously, such amounts were included in accounts payable and accrued liabilities. The Company has revised the classification to report these amounts under the deferred rent caption in the Consolidated Balance Sheets for fiscal years 2015 and 2014. Corresponding adjustments have also been made to the Consolidated Statements of Cash Flows for fiscal years 2015 and 2014. This change in classification does not affect previously reported cash flows from operations in the Consolidated Statements of Cash Flows, or the previously reported Consolidated Statements of Operations for any period. | ||||
For fiscal 2014, $751 thousand of the deferred rent were previously classified as accounts payable and accrued liabilities. |
Note_4_Balance_Sheet_Details_T
Note 4 - Balance Sheet Details (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Cash, Cash Equivalents and Investments [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Cash and cash equivalents: | |||||||||
Cash | $ | 4,798 | $ | 3,434 | |||||
Total | $ | 4,798 | $ | 3,434 | |||||
Certificates of deposit and other investments: | |||||||||
Certificates of deposit | $ | - | $ | 406 | |||||
Marketable securities, available-for-sale | - | 1 | |||||||
Total | $ | - | $ | 407 | |||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Prepaid insurance | $ | 188 | $ | 196 | |||||
Prepaid licenses | 1,587 | 554 | |||||||
Prepaid exhibit build costs | 606 | 1,047 | |||||||
Prepaid other operating costs | 303 | 215 | |||||||
Total | $ | 2,684 | $ | 2,012 | |||||
Schedule of Other Assets [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Deposits and advances | $ | 101 | $ | 118 | |||||
Titanic trust fund | 358 | 257 | |||||||
Other receivables | - | 6 | |||||||
Total | $ | 459 | $ | 381 | |||||
Property, Plant and Equipment [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Exhibitry | $ | 15,999 | $ | 15,542 | |||||
Vehicles | 20 | 20 | |||||||
Tools and equipment | 542 | 536 | |||||||
Office equipment | 1,291 | 1,291 | |||||||
Computers and software | 369 | 686 | |||||||
Leasehold improvements | 9,913 | 9,804 | |||||||
Furniture and fixtures | 1,079 | 1,079 | |||||||
Construction in progress | 5,056 | 128 | |||||||
34,269 | 29,086 | ||||||||
Less accumulated depreciation | 22,766 | 19,799 | |||||||
Property and equipment, net | $ | 11,503 | $ | 9,287 | |||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Operations | $ | 2,700 | $ | 1,153 | |||||
Professional and consulting fees payable | 373 | 250 | |||||||
Payroll and payroll taxes | 117 | 127 | |||||||
Bonus accrual | 173 | 300 | |||||||
Legal settlements, net of discount of $81 | 344 | - | |||||||
Sales and use taxes | 101 | 79 | |||||||
Marketing costs | 458 | 50 | |||||||
Merchandise | 26 | 47 | |||||||
Unclaimed property | 18 | 18 | |||||||
Lease abandonment, current portion | 446 | 463 | |||||||
Travel and related expenses | 24 | 37 | |||||||
Stock appreciation rights | 2 | 18 | |||||||
Other | - | 8 | |||||||
Total accounts payable and accrued liabilities | $ | 4,782 | $ | 2,550 |
Note_6_2010_Expedition_to_Tita1
Note 6 - 2010 Expedition to Titanic Wreck Site (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | |||||||||
Summary of Expedition Cost Related to Specific Asset [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
3D film | $ | 1,817 | $ | 1,817 | |||||
3D exhibitry | 857 | 857 | |||||||
2D documentary | 631 | 631 | |||||||
Gaming application and other application | 886 | 886 | |||||||
Expedition website point of presence | - | 317 | |||||||
Total expedition costs capitalized | 4,191 | 4,508 | |||||||
Less: Accumulated amortization | 1,726 | 1,100 | |||||||
Accumulated depreciation | 500 | 646 | |||||||
Expedition costs capitalized, net | $ | 1,965 | $ | 2,762 | |||||
Schedule of Depreciation and Amortization Expenses [Table Text Block] | Fiscal Year | Amount | |||||||
2016 | $ | 797 | |||||||
2017 | 797 | ||||||||
2018 | 371 | ||||||||
Total | $ | 1,965 |
Note_8_Goodwill_and_Other_Inta1
Note 8 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Note 8 - Goodwill and Other Intangible Assets (Tables) [Line Items] | |||||||||
Schedule of Goodwill [Table Text Block] | Goodwill: | ||||||||
Balance as of February 28, 2013 | $ | 250 | |||||||
AEI Acquisition | - | ||||||||
Balance as of February 28, 2014 | 250 | ||||||||
Impairment loss | (250 | ) | |||||||
Balance as of February 28, 2015 | $ | - | |||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Anatomical specimen licenses | $ | 6,786 | $ | 6,786 | |||||
Carpathia licenses | 912 | 912 | |||||||
7,698 | 7,698 | ||||||||
Less: Accumulated amortization | 6,069 | 5,857 | |||||||
Exhibition licenses, net | $ | 1,629 | $ | 1,841 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Fiscal Year | Amount | |||||||
2016 | $ | 271 | |||||||
2017 | 266 | ||||||||
2018 | 183 | ||||||||
2019 | 135 | ||||||||
2020 | 135 | ||||||||
Thereafter | 639 | ||||||||
Total | $ | 1,629 | |||||||
Fiscal Year | Amount | ||||||||
2016 | $ | 166 | |||||||
2017 | 166 | ||||||||
2018 | 166 | ||||||||
2019 | 166 | ||||||||
2020 | 165 | ||||||||
Total | $ | 829 | |||||||
Future Rights Fees and Exhibition Licenses [Member] | |||||||||
Note 8 - Goodwill and Other Intangible Assets (Tables) [Line Items] | |||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangibles: Future rights fees | ||||||||
Balance as of February 28, 2013 | $ | 4,380 | |||||||
Amortization during the year | (438 | ) | |||||||
Balance as of February 28, 2014 | $ | 3,942 | |||||||
Impairment loss | (2,676 | ) | |||||||
Amortization during the year | (437 | ) | |||||||
Balance as of February 28, 2015 | $ | 829 | |||||||
Intangibles: Exhibition licenses | |||||||||
Balance as of February 28, 2013 | $ | 2,034 | |||||||
Amortization during the year | (193 | ) | |||||||
Balance as of February 28, 2014 | $ | 1,841 | |||||||
Amortization during the year | (212 | ) | |||||||
Balance as of February 28, 2015 | $ | 1,629 |
Note_9_Notes_Payable_Royalty_P1
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Tables) | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Fiscal Year | Amount | |||
2016 | $ | 8,200 | |||
Less: amount of note payments representing interest | (10 | ) | |||
Present value of future minumum note payments | 8,190 | ||||
Less: Current portion of notes payable | (8,190 | ) | |||
Long-term portion of notes payable | $ | - | |||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Fiscal Year | Amount | |||
2016 | $ | 461 | |||
2017 | 164 | ||||
2018 | 185 | ||||
Total future minimum royalty payments | 810 | ||||
Less: amount of royalty payments representing interest | (96 | ) | |||
Present value of future minumum royalty payments | 714 | ||||
Less: Current portion of royalty payable | (413 | ) | |||
Long-term portion of royalty payable | $ | 301 | |||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Fiscal Year | Amount | |||
2016 | $ | 35 | |||
2017 | 21 | ||||
2018 | 14 | ||||
Total future minimum lease payments | 70 | ||||
Less: amount of lease payments representing interest | (7 | ) | |||
Present value of future minumum lease payments | 63 | ||||
Less: Current obligations under capital leases | (31 | ) | |||
Long-term capital lease obligations | $ | 32 |
Note_10_Common_Stock_and_Stock1
Note 10 - Common Stock and Stock Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||||||
Note 10 - Common Stock and Stock Compensation (Tables) [Line Items] | |||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||||||||||||||||||
Fair value liability, beginning of period | $ | 18 | $ | 151 | |||||||||||||||||||||
Fair value adjustments | (16 | ) | (133 | ) | |||||||||||||||||||||
Fair value liability, end of period | $ | 2 | $ | 18 | |||||||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||||||||||||||||||
Grant type: | |||||||||||||||||||||||||
Stock options | $ | 207 | $ | 160 | |||||||||||||||||||||
Restricted stock | 71 | 204 | |||||||||||||||||||||||
Stock appreciation rights | (16 | ) | (133 | ) | |||||||||||||||||||||
$ | 262 | $ | 231 | ||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Fiscal 2014 | ||||||||||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||||||||||
Expected volatility | 68 | % | |||||||||||||||||||||||
Risk-free interest rate | 1.1 | % | |||||||||||||||||||||||
Expected lives in years | 4 | ||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||||||||||||||||||
Number of | Weighted | Aggregate | Number of | Weighted | Aggregate | ||||||||||||||||||||
Options | Average | Intrinsic | Options | Average | Intrinsic | ||||||||||||||||||||
Exercise | Value | Exercise | Value | ||||||||||||||||||||||
Price | 0 | Price | 0 | ||||||||||||||||||||||
Outstanding at beginning of year | 85,667 | $ | 24.8 | $ | - | 198,270 | $ | 28.6 | $ | 670 | |||||||||||||||
Granted | - | - | - | 25,000 | 17.8 | - | |||||||||||||||||||
Exercised | - | - | - | (26,795 | ) | 6.9 | 539 | ||||||||||||||||||
Forfeited or expired | - | - | - | (110,808 | ) | 34.4 | - | ||||||||||||||||||
Outstanding at end of year | 85,667 | $ | 24.8 | $ | - | 85,667 | $ | 24.8 | $ | - | |||||||||||||||
Exercisable at end of year | 79,000 | $ | 25.42 | $ | - | 62,833 | $ | 28.7 | $ | - | |||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Range of Exercise Prices | Options | Average | Weighted- | Options | Weighted- | ||||||||||||||||||||
Outstanding | Weighted | Average | Exercisable | Average | |||||||||||||||||||||
at | Remaining | Exercise | at | Exercise | |||||||||||||||||||||
February 28, | Contractual | Price | February 28, | Price | |||||||||||||||||||||
2015 | Life | 2015 | |||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
$0.00 | to | $20.00 | 55,000 | 2.18 | $ | 17.15 | 48,333 | $ | 17.06 | ||||||||||||||||
$20.01 | to | $40.00 | 35,500 | 1.25 | 36.51 | 35,500 | 36.51 | ||||||||||||||||||
$40.01 | to | $60.00 | - | - | - | - | - | ||||||||||||||||||
$60.01 | to | $80.00 | - | - | - | - | - | ||||||||||||||||||
$80.01 | to | $100.00 | 667 | 2.75 | 99.33 | 667 | 99.3 | ||||||||||||||||||
91,167 | 1.82 | $ | 25.29 | 84,500 | $ | 25.88 | |||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Issued Within Plan | Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Average | Average | Intrinic | |||||||||||||||||||||||
Price | Contractual | Value | |||||||||||||||||||||||
Life | 0 | ||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
Non-vested at February 28, 2013 | 6,931 | $ | 27.2 | 1.02 | $ | 158 | |||||||||||||||||||
Granted | 14,942 | 12.2 | 0.61 | 125 | |||||||||||||||||||||
Vested or Exercised | (10,501 | ) | 12.8 | - | 135 | ||||||||||||||||||||
Non-vested at February 28, 2014 | 11,372 | 12.4 | 0.84 | 100 | |||||||||||||||||||||
Granted | 15,369 | 6.51 | 0.62 | 100 | |||||||||||||||||||||
Forfeited or expired | (4,934 | ) | 11.22 | - | - | ||||||||||||||||||||
Vested or Exercised | (10,437 | ) | 11.14 | - | 76 | ||||||||||||||||||||
Non-vested at February 28, 2015 | 11,370 | $ | 6.1 | 0.84 | $ | 58 | |||||||||||||||||||
Stock Options Issued Outside of Plans [Member] | |||||||||||||||||||||||||
Note 10 - Common Stock and Stock Compensation (Tables) [Line Items] | |||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Options Issued Outside of Plans | Options | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Price | Remaining | Value | |||||||||||||||||||||||
Contractual | 0 | ||||||||||||||||||||||||
Life | |||||||||||||||||||||||||
(Years) | |||||||||||||||||||||||||
Outstanding at February 29, 2013 | 5,500 | $ | 32.47 | 5 | $ | - | |||||||||||||||||||
Outstanding at February 28, 2014 | 5,500 | $ | 32.47 | 4 | $ | - | |||||||||||||||||||
Outstanding at February 28, 2015 | 5,500 | $ | 32.47 | 3 | $ | - |
Note_12_Income_Taxes_Tables
Note 12 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Current income tax benefit: | |||||||||
Federal | $ | - | $ | (128 | ) | ||||
State | - | (35 | ) | ||||||
Foreign | - | - | |||||||
Total current income tax (benefit) | - | (163 | ) | ||||||
Deferred income tax expense: | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
Total deferred income tax expense | - | - | |||||||
Total income tax benefit | $ | - | $ | (163 | ) | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
Nondeductible expenses | 3.1 | % | (4.8 | )% | |||||
Adjustments of prior year amounts | - | % | (17.3 | )% | |||||
Change in valuation allowance | (37.1 | )% | (29.2 | )% | |||||
- | % | (17.3 | )% | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Current deferred assets/(liabilities): | |||||||||
Accrued expenses | $ | 183 | $ | 833 | |||||
Accounts receivable | 73 | 119 | |||||||
Inventory | 28 | (329 | ) | ||||||
Other | 117 | 11 | |||||||
Prepaid insurance | (62 | ) | (68 | ) | |||||
Current deferred tax assets | 339 | 566 | |||||||
Less: valuation allowance | (399 | ) | (868 | ) | |||||
Net current tax asset/(liabilities) | $ | (60 | ) | $ | (302 | ) | |||
Noncurrent deferred tax assets/(liabilities): | |||||||||
Equity compensation | 2,282 | 2,069 | |||||||
Accrued expenses | 477 | 708 | |||||||
Deferred rent | 3,153 | - | |||||||
Federal net operating loss carryforward | 7,333 | 6,375 | |||||||
State net operating loss carryforward | 498 | 598 | |||||||
Foreign net operating loss carryforward | 128 | 712 | |||||||
Contribution carryforwards | 141 | 136 | |||||||
Intangible assets | 1,615 | 691 | |||||||
Federal tax credits | 752 | 752 | |||||||
Investment in subsidiary | - | (732 | ) | ||||||
Fixed assets | 506 | (231 | ) | ||||||
Noncurrent deferred tax assets | 16,885 | 11,078 | |||||||
Less: valuation allowance | (16,825 | ) | (10,776 | ) | |||||
Net noncurrent deferred tax assets/(liabilities) | 60 | 302 | |||||||
Net deferred tax assets | $ | - | $ | - |
Note_13_Net_Loss_Per_Share_Tab
Note 13 - Net Loss Per Share (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Numerator: | |||||||||
Net loss attributable to the shareholders' of Premier Exhibitions, Inc. | $ | (10,475 | ) | $ | (714 | ) | |||
Denominator: | |||||||||
Basic weighted-average shares outstanding | 4,909,887 | 4,924,216 | |||||||
Effect of dilutive stock options and warrants | - | - | |||||||
Diluted weighted-average shares outstanding | 4,909,887 | 4,924,216 | |||||||
Net loss per share: | |||||||||
Basic | $ | (2.13 | ) | $ | (0.14 | ) | |||
Diluted | $ | (2.13 | ) | $ | (0.14 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Warrants | - | - | |||||||
Stock options | 91,167 | 91,167 | |||||||
Total | 91,167 | 91,167 |
Note_15_Commitments_and_Contin1
Note 15 - Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Schedule of Rent Expense [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||
Specimen and artifacts fixed rentals | $ | 2,290 | $ | 1,553 | |||||
Real estate rentals | 7,013 | 4,576 | |||||||
Equipment rentals | 53 | 73 | |||||||
Total rent expense | $ | 9,356 | $ | 6,202 | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Fiscal Year | Amount | |||||||
2016 | 10,320 | ||||||||
2017 | 7,376 | ||||||||
2018 | 7,765 | ||||||||
2019 | 5,824 | ||||||||
2020 | 4,545 | ||||||||
Thereafter | 22,503 | ||||||||
Total | $ | 58,333 |
Note_18_Foreign_Operations_Tab
Note 18 - Foreign Operations (Tables) | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Foreign Currency [Abstract] | |||||
Foreign Currency Translation [Table Text Block] | Foreign currency translation gain/(loss): | ||||
Balance as of February 28, 2013 | $ | (459 | ) | ||
Translation adjustment | 9 | ||||
Reclassification to earnings | 137 | ||||
Balance as of February 28, 2014 | (313 | ) | |||
Reclassification to earnings | 313 | ||||
Balance as of February 28, 2015 | $ | - |
Note_19_Segment_Information_Ta
Note 19 - Segment Information (Tables) | 12 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended February 28, 2015 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 29,390 | $ | 1,199 | $ | (1,199 | ) | $ | 29,390 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 20,983 | - | (1,199 | ) | 19,784 | ||||||||||||
Gross profit | 8,407 | 1,199 | - | 9,606 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 11,577 | 1,232 | - | 12,809 | |||||||||||||
Depreciation and amortization | 4,560 | - | - | 4,560 | |||||||||||||
Net gain on disposal of assets | (4 | ) | - | - | (4 | ) | |||||||||||
Write-off of assets | 104 | - | - | 104 | |||||||||||||
Impairment of intangible assets | 2,926 | - | - | 2,926 | |||||||||||||
Gain on note payable fair market value adjustment | (338 | ) | - | - | (338 | ) | |||||||||||
Contract and legal settlements | 36 | - | - | 36 | |||||||||||||
Total Operating expenses | 18,861 | 1,232 | - | 20,093 | |||||||||||||
Loss from operations | (10,454 | ) | (33 | ) | - | (10,487 | ) | ||||||||||
Other expense | |||||||||||||||||
Interest expense | (909 | ) | - | - | (909 | ) | |||||||||||
Realized losses on foreign currency transactions | (313 | ) | - | - | (313 | ) | |||||||||||
Other expense | 15 | 1 | - | 16 | |||||||||||||
Loss before income tax | (11,661 | ) | (32 | ) | - | (11,693 | ) | ||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net loss | (11,661 | ) | (32 | ) | - | (11,693 | ) | ||||||||||
Less: Net loss attributable to non-controlling interest | (1,218 | ) | - | - | (1,218 | ) | |||||||||||
Net loss attributable to the shareholders of Premier Exhibitions, Inc. | $ | (10,443 | ) | $ | (32 | ) | $ | - | $ | (10,475 | ) | ||||||
Year Ended February 28, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Exhibition Management | RMS Titanic | Elimination | Total | ||||||||||||||
Revenue | $ | 29,348 | $ | 1,769 | $ | (1,769 | ) | $ | 29,348 | ||||||||
Cost of revenue (exclusive of depreciation and amortization) | 17,137 | - | (1,769 | ) | 15,368 | ||||||||||||
Gross profit | 12,211 | 1,769 | - | 13,980 | |||||||||||||
Operating expenses: | |||||||||||||||||
General and administrative | 11,567 | 1,194 | - | 12,761 | |||||||||||||
Depreciation and amortization | 4,097 | 53 | - | 4,150 | |||||||||||||
Net gain on disposal of assets | (115 | ) | - | - | (115 | ) | |||||||||||
Write-off of assets | 132 | 666 | - | 798 | |||||||||||||
Gain on note payable fair market value adjustment | (2,566 | ) | - | - | (2,566 | ) | |||||||||||
Contract and legal settlements | (297 | ) | - | (297 | ) | ||||||||||||
12,818 | 1,913 | - | 14,731 | ||||||||||||||
Loss from operations | (607 | ) | (144 | ) | - | (751 | ) | ||||||||||
Other income and (expenses) | |||||||||||||||||
Interest expense | (342 | ) | - | - | (342 | ) | |||||||||||
Realized losses on foreign currency transactions | (137 | ) | - | - | (137 | ) | |||||||||||
Other income | 289 | - | - | 289 | |||||||||||||
Loss before income tax | (797 | ) | (144 | ) | - | (941 | ) | ||||||||||
Income tax benefit | (108 | ) | (55 | ) | - | (163 | ) | ||||||||||
Net loss | (689 | ) | (89 | ) | - | (778 | ) | ||||||||||
Less: Net loss attributable to non-controlling interest | (64 | ) | - | - | (64 | ) | |||||||||||
Net income attributable to the shareholders of Premier Exhibitions, Inc. | $ | (625 | ) | $ | (89 | ) | $ | - | $ | (714 | ) | ||||||
Summary of Assets by Segments [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||||||||||
Assets: | |||||||||||||||||
Exhibition Management | $ | 31,203 | $ | 23,374 | |||||||||||||
RMS Titanic | 5,536 | 6,282 | |||||||||||||||
Corporate and unallocated | 142 | 600 | |||||||||||||||
Total assets | $ | 36,881 | $ | 30,256 | |||||||||||||
Expenditures for Additions to Long Lived Assets by Segment [Table Text Block] | 28-Feb-15 | 28-Feb-14 | |||||||||||||||
Capital Expenditures: | |||||||||||||||||
Exhibition Management | $ | 4,001 | $ | 3,114 | |||||||||||||
RMS Titanic | - | - | |||||||||||||||
Total capital expenditures | $ | 4,001 | $ | 3,114 |
Note_1_Background_and_Basis_of1
Note 1 - Background and Basis of Presentation (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 27, 2015 | Apr. 20, 2012 | Jul. 12, 2012 | Feb. 28, 2014 |
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Number of Exhibitions | 4 | ||||
Common Stock, Shares Authorized (in Shares) | 65,000,000 | 65,000,000 | 65,000,000 | ||
Exhibition Management and RMS Titanic [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Number of Operating Segments | 2 | ||||
Reverse Stock Split [Member] | |||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | ||||
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% | 8.00% |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Nov. 30, 2011 | Aug. 15, 2011 | Feb. 28, 2015 | Feb. 28, 2014 | Aug. 12, 2010 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Provision for Doubtful Accounts | $16,000 | $67,000 | |||
Allowance for Doubtful Accounts Receivable | 220,000 | 392,000 | |||
Inventory Write-down | 24,000 | 95,000 | |||
Title to Artifacts, Covenants, Trust Account, Minimum Quarterly Payments | 25,000 | ||||
Title to Artifacts, Covenants, Trust Account, Required Balance | 5,000,000 | ||||
Payment of Trust Account | 25,000 | 25,000 | |||
Property, Plant and Equipment, Gross | 34,269,000 | 29,086,000 | |||
Depreciation | 3,300,000 | 2,900,000 | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 22,766,000 | 19,799,000 | |||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | 4,000 | 115,000 | |||
Deferred Tax Assets, Valuation Allowance | 17,200,000 | 11,700,000 | |||
Marketing and Advertising Expense | 4,200,000 | 4,100,000 | |||
Capitalized Expedition Costs | 4,500,000 | ||||
Film and Gaming Assets, Useful Life | 5 years | ||||
Accounts Payable and Accrued Liabilities Reclassified to Deferred Rent | 751,000 | ||||
Exhibitry [Member] | Minimum [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Exhibitry [Member] | Maximum [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Exhibitry [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Gross | 15,999,000 | 15,542,000 | |||
Vehicles [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Property, Plant and Equipment, Gross | 20,000 | 20,000 | |||
Equipment [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Property, Plant and Equipment, Gross | 542,000 | 536,000 | |||
Computer Equipment [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Property, Plant and Equipment, Gross | 369,000 | 686,000 | |||
Furniture and Fixtures [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Property, Plant and Equipment, Gross | 1,079,000 | 1,079,000 | |||
Recovered in 1987 [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Number of Artifacts | 5,500 | ||||
Title to Artifacts, Covenants, Number of Artifacts Maintained as a Single Collection | 2,000 | ||||
Post-1987 Artifacts [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Number of Artifacts | 3,000 | ||||
Percentage Fair Market Value of Artifacts | 100.00% | ||||
Fair Market Value of Artifacts | 110,000,000 | ||||
Title to Artifacts, Covenants, Number of Artifacts Maintained as a Single Collection | 3,500 | ||||
Exhibitions [Member] | Minimum [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Exhibition Licenses [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Minimum [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||
Maximum [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
RMS Titanic [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Trust Reserve | $358,000 |
Note_4_Balance_Sheet_Details_D
Note 4 - Balance Sheet Details (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Disclosure Text Block Supplement [Abstract] | ||
Available-for-sale Securities, Amortized Cost Basis | $14,000 | $13,000 |
Depreciation | $3,300,000 | $2,900,000 |
Note_4_Balance_Sheet_Details_D1
Note 4 - Balance Sheet Details (Details) - Cash and Cash Equivalents (USD $) | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | |||
Cash and cash equivalents: | |||
Cash | $4,798 | $3,434 | |
Total | 4,798 | 3,434 | 6,393 |
Certificates of deposit and other investments: | |||
Certificates of deposit | 406 | ||
Marketable securities, available-for-sale | 1 | ||
Total | $407 |
Note_4_Balance_Sheet_Details_D2
Note 4 - Balance Sheet Details (Details) - Prepaid Expenses (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses [Abstract] | ||
Prepaid insurance | $188 | $196 |
Prepaid licenses | 1,587 | 554 |
Prepaid exhibit build costs | 606 | 1,047 |
Prepaid other operating costs | 303 | 215 |
Total | $2,684 | $2,012 |
Note_4_Balance_Sheet_Details_D3
Note 4 - Balance Sheet Details (Details) - Other Current Assets (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Other Current Assets [Abstract] | ||
Deposits and advances | $101 | $118 |
Titanic trust fund | 358 | 257 |
Other receivables | 6 | |
Total | $459 | $381 |
Note_4_Balance_Sheet_Details_D4
Note 4 - Balance Sheet Details (Details) - Property and Equipment (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $34,269 | $29,086 |
Less accumulated depreciation | 22,766 | 19,799 |
Property and equipment, net | 11,503 | 9,287 |
Exhibitry [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,999 | 15,542 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20 | 20 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 542 | 536 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,291 | 1,291 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 369 | 686 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,913 | 9,804 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,079 | 1,079 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $5,056 | $128 |
Note_4_Balance_Sheet_Details_D5
Note 4 - Balance Sheet Details (Details) - Accounts Payable and Accrued Laibilities (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Laibilities [Abstract] | ||
Operations | $2,700 | $1,153 |
Professional and consulting fees payable | 373 | 250 |
Payroll and payroll taxes | 117 | 127 |
Bonus accrual | 173 | 300 |
Legal settlements, net of discount of $81 | 344 | |
Sales and use taxes | 101 | 79 |
Marketing costs | 458 | 50 |
Merchandise | 26 | 47 |
Unclaimed property | 18 | 18 |
Lease abandonment, current portion | 446 | 463 |
Travel and related expenses | 24 | 37 |
Stock appreciation rights | 2 | 18 |
Other | 8 | |
Total accounts payable and accrued liabilities | $4,782 | $2,550 |
Note_4_Balance_Sheet_Details_D6
Note 4 - Balance Sheet Details (Details) - Accounts Payable and Accrued Laibilities (Parentheticals) (USD $) | Feb. 28, 2015 |
In Thousands, unless otherwise specified | |
Accounts Payable and Accrued Laibilities [Abstract] | |
Legal settlements, discount | $81 |
Note_5_Artifacts_Details
Note 5 - Artifacts (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Note 5 - Artifacts (Details) [Line Items] | ||
Depreciation Rate | 10.00% | |
Depreciation | $3,300 | $2,900 |
Artifacts [Member] | ||
Note 5 - Artifacts (Details) [Line Items] | ||
Depreciation | $20 | $32 |
Note_6_2010_Expedition_to_Tita2
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) (USD $) | Feb. 28, 2015 |
In Millions, unless otherwise specified | |
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract] | |
Capitalized Expedition Costs | $4.50 |
Note_6_2010_Expedition_to_Tita3
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | $4,191 | $4,508 |
Less: Accumulated amortization | 1,726 | 1,100 |
Accumulated depreciation | 500 | 646 |
Expedition costs capitalized, net | 1,965 | 2,762 |
Three D Film [Member] | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | 1,817 | 1,817 |
Three D Exhibitry [Member] | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | 857 | 857 |
Two D Documentary [Member] | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | 631 | 631 |
Gaming Application [Member] | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | 886 | 886 |
Expedition Web Point of Presence [Member] | ||
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to 2010 Expedition to Titanic Wreck Site [Line Items] | ||
Expedition Costs | $317 |
Note_6_2010_Expedition_to_Tita4
Note 6 - 2010 Expedition to Titanic Wreck Site (Details) - Depreciation and Amortization Expense for the Assets (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Depreciation and Amortization Expense for the Assets [Abstract] | ||
2016 | $797 | |
2017 | 797 | |
2018 | 371 | |
Total | $1,965 | $2,762 |
Note_7_Stock_Repurchase_Detail
Note 7- Stock Repurchase (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2014 | Jun. 17, 2013 |
Disclosure Text Block Supplement [Abstract] | ||
Shares Paid for Tax Withholding for Share Based Compensation | 1,354 | |
Adjustments Related to Tax Withholding for Share-based Compensation (in Dollars) | $19 | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 150,000 | |
Stock Repurchased During Period, Shares | 38,731 | |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $13.10 |
Note_8_Goodwill_and_Other_Inta2
Note 8 - Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | 119 Months Ended | 0 Months Ended | |||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2010 | Feb. 28, 2014 | Feb. 28, 2007 | Feb. 28, 2013 | |
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Impairment of Intangible Assets (Excluding Goodwill) | $0 | |||||
Finite-Lived Intangible Assets, Net | 1,629,000 | 1,841,000 | 1,841,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 146 days | |||||
Future Rights Fees [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Fair Value Inputs, Discount Rate | 25.00% | |||||
Impairment of Intangible Assets, Finite-lived | 2,676,000 | |||||
Finite-Lived Intangible Assets, Net | 829,000 | 3,942,000 | 3,942,000 | 4,380,000 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Amortization of Intangible Assets | 437,000 | 438,000 | ||||
Intangible Assets, Period of Benefit | 5 years | |||||
Anatomical Specimen's Exhibition License [Member] | Minimum [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Anatomical Specimen's Exhibition License [Member] | Maximum [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Anatomical Specimen's Exhibition License [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Impairment of Intangible Assets, Finite-lived | 2,800,000 | |||||
Payments to Acquire Intangible Assets | 9,600,000 | |||||
Finite-Lived Intangible Assets, Net | 6,800,000 | |||||
Carpathia Artifacts License Agreement [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
Licensing Agreements [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Assets, Net | 1,629,000 | 1,841,000 | 1,841,000 | |||
Amortization of Intangible Assets | $200,000 | $200,000 | ||||
Minimum [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Maximum [Member] | ||||||
Note 8 - Goodwill and Other Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Note_8_Goodwill_and_Other_Inta3
Note 8 - Goodwill and Other Intangible Assets (Details) - Goodwill (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 |
Goodwill: | |||
Balance as of February 28 | $250 | $250 | |
Impairment loss | ($250) |
Note_8_Goodwill_and_Other_Inta4
Note 8 - Goodwill and Other Intangible Assets (Details) - Summary of Changes in Carrying Value for Intangible Assets (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 |
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of February 28 | $1,629 | $1,841 | |
Future Rights Fees [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of February 28 | 829 | 3,942 | 4,380 |
Impairment loss | -2,676 | ||
Amortization during the year | -437 | -438 | |
Exhibition Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of February 28 | 1,629 | 1,841 | 2,034 |
Amortization during the year | ($212) | ($193) |
Note_8_Goodwill_and_Other_Inta5
Note 8 - Goodwill and Other Intangible Assets (Details) - Composition of the Company's Exhibition Licenses (USD $) | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2010 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $7,698 | $7,698 | |
Less: Accumulated amortization | 6,069 | 5,857 | |
Exhibition licenses, net | 1,629 | 1,841 | |
Anatomical Specimen's Exhibition License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 6,786 | 6,786 | |
Exhibition licenses, net | 6,800 | ||
Carpathia Artifacts License Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $912 | $912 |
Note_8_Goodwill_and_Other_Inta6
Note 8 - Goodwill and Other Intangible Assets (Details) - Estimated Aggregate Amortization Expense for License Agreements and Future Rights Fees (USD $) | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | |||
Note 8 - Goodwill and Other Intangible Assets (Details) - Estimated Aggregate Amortization Expense for License Agreements and Future Rights Fees [Line Items] | |||
Total | $1,629 | $1,841 | |
Licensing Agreements [Member] | |||
Note 8 - Goodwill and Other Intangible Assets (Details) - Estimated Aggregate Amortization Expense for License Agreements and Future Rights Fees [Line Items] | |||
2016 | 271 | ||
2017 | 266 | ||
2018 | 183 | ||
2019 | 135 | ||
2020 | 135 | ||
Thereafter | 639 | ||
Total | 1,629 | 1,841 | |
Future Rights Fees [Member] | |||
Note 8 - Goodwill and Other Intangible Assets (Details) - Estimated Aggregate Amortization Expense for License Agreements and Future Rights Fees [Line Items] | |||
2016 | 166 | ||
2017 | 166 | ||
2018 | 166 | ||
2019 | 166 | ||
2020 | 165 | ||
Total | $829 | $3,942 | $4,380 |
Note_9_Notes_Payable_Royalty_P2
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Feb. 28, 2015 | Feb. 28, 2014 | Apr. 17, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | Nov. 26, 2012 | Jun. 29, 2012 | Oct. 17, 2011 | Mar. 31, 2014 | Apr. 20, 2012 | |
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Notes Payable, Current | $8,190,000 | $170,000 | ||||||||
Non-Recourse Debt | 14,200,000 | |||||||||
Debt Instrument, Unamortized Discount | 10,000 | |||||||||
Repayments of Notes Payable | 220,000 | 130,000 | ||||||||
Notes Payable, Noncurrent | 1,126,000 | |||||||||
Payments to Acquire Property, Plant, and Equipment | 4,001,000 | 3,114,000 | ||||||||
Accrued Royalties, Current | 413,000 | |||||||||
Accrued Royalties, Noncurrent | 301,000 | |||||||||
Capital Lease Obligations, Current | 31,000 | 39,000 | ||||||||
Capital Lease Obligations, Noncurrent | 32,000 | 61,000 | ||||||||
Calendar Year 2014 [Member] | AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Minimum Management Fee | 500,000 | |||||||||
Calendar Year 2015 [Member] | AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Minimum Management Fee | 125,000 | |||||||||
Calendar Year 2016 [Member] | AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Minimum Management Fee | 125,000 | |||||||||
Future Rights Fees [Member] | AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Impairment of Intangible Assets, Finite-lived | 2,700,000 | |||||||||
Future Rights Fees [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Fair Value Inputs, Discount Rate | 25.00% | |||||||||
Impairment of Intangible Assets, Finite-lived | 2,676,000 | |||||||||
Fair Value, Inputs, Level 3 [Member] | AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Fair Value Inputs, Discount Rate | 12.00% | 7.00% | ||||||||
Secured Promissory Note and Guarantee [Member] | Two Affiliates of Pentwater Capital Management LP [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (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 | 388,000 | |||||||||
Worldwide Licensing and Merchandising Inc [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Business Acquisition, Date of Acquisition Agreement | 17-Oct-11 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 800,000 | |||||||||
Asset Acquisition Repayment Period | 2 years | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 720,000 | |||||||||
Liability Assumed Repayment Period | 4 years | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.60% | 7.60% | 7.60% | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,377,000 | |||||||||
Debt Instrument, Decrease, Forgiveness | 12,000 | 90,000 | ||||||||
Debt Instrument, Increase (Decrease), Net | -10,000 | -71,000 | ||||||||
Proposed Reduction in Account Receivable Owed Under Asset Purchase Agreement | 6,000 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 62,000 | |||||||||
Notes Payable, Current | 190,000 | |||||||||
Arts and Exhibitions International LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | |||||||||
Non-Recourse Debt | 16,400,000 | |||||||||
Debt Instrument Decrease Repayment | 3,700,000 | |||||||||
Debt Instrument, Unamortized Discount | 1,300,000 | |||||||||
Repayment of Debt Maturing in More Than Three Months | 12,700,000 | |||||||||
Debt Instrument, Fair Value Disclosure | 11,400,000 | |||||||||
AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Repayments of Notes Payable | 4,100,000 | |||||||||
AEG Live, LLC [Member] | ||||||||||
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | ||||||||||
Notes Payable, Current | 170,000 | |||||||||
Debt Instrument Decrease Repayment | 338,000 | 2,600,000 | ||||||||
Notes Payable, Noncurrent | 950,000 | |||||||||
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 | 413,000 | |||||||||
Accrued Royalties, Noncurrent | $301,000 |
Note_9_Notes_Payable_Royalty_P3
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) - Contractual Future Maturities of Long-term Debt (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Contractual Future Maturities of Long-term Debt [Abstract] | ||
2016 | $8,200 | |
Less: amount of note payments representing interest | -10 | |
Present value of future minumum note payments | 8,190 | |
Less: Current portion of notes payable | ($8,190) | ($170) |
Note_9_Notes_Payable_Royalty_P4
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) - Royalties Payable (USD $) | Feb. 28, 2015 |
In Thousands, unless otherwise specified | |
Royalties Payable [Abstract] | |
2016 | $461 |
2017 | 164 |
2018 | 185 |
Total future minimum royalty payments | 810 |
Less: amount of royalty payments representing interest | -96 |
Present value of future minumum royalty payments | 714 |
Less: Current portion of royalty payable | -413 |
Long-term portion of royalty payable | $301 |
Note_9_Notes_Payable_Royalty_P5
Note 9 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) - Minimum Rental Commitment Under Capital Leases (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Minimum Rental Commitment Under Capital Leases [Abstract] | ||
2016 | $35 | |
2017 | 21 | |
2018 | 14 | |
Total future minimum lease payments | 70 | |
Less: amount of lease payments representing interest | -7 | |
Present value of future minumum lease payments | 63 | |
Less: Current obligations under capital leases | -31 | -39 |
Long-term capital lease obligations | $32 | $61 |
Note_10_Common_Stock_and_Stock2
Note 10 - Common Stock and Stock Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Aug. 23, 2012 | Feb. 28, 2013 | Feb. 27, 2015 | Jun. 17, 2009 | |
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 102,537 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 25,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $17.80 | |||||
Shares Paid for Tax Withholding for Share Based Compensation | 1,354 | |||||
Share Price (in Dollars per share) | $3.60 | $8.80 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 26,795 | ||||
Class of Warrant or Right, Issued | 0 | 0 | ||||
Class of Warrant or Right, Outstanding | 0 | 0 | ||||
President [Member] | Restricted Stock Units (RSUs) [Member] | 2009 Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsWeightedAverageExercisePrice (in Dollars per share) | $13.70 | |||||
Shares Paid for Tax Withholding for Share Based Compensation | 1,354 | |||||
Payments Related to Tax Withholding for Share-based Compensation (in Dollars) | $19,000 | |||||
President [Member] | Restricted Stock Units (RSUs) [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,172 | |||||
Warrant [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 0 | 0 | ||||
Full Value Stock Award [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio | 2 | |||||
Stock Option and Stock Appreciation Rights [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio | 1 | |||||
Employee Stock Option [Member] | Chief Executive Officer and President [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Employee Stock Option [Member] | Chief Financial Officer and Chief Operating Officer [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Employee Stock Option [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.10% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 68.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |||||
Stock Appreciation Rights (SARs) [Member] | President and Chief Executive Officer [Member] | 2009 Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.32% | 1.09% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 64.60% | 59.90% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Deferred Compensation Share-based Arrangements, Liability, Current (in Dollars) | 2,000 | 18,000 | ||||
Stock Appreciation Rights (SARs) [Member] | President and Chief Executive Officer [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 4,862 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsWeightedAverageExercisePrice (in Dollars per share) | $27 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Price (in Dollars per share) | $27 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $17.20 | |||||
Stock Appreciation Rights (SARs) [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.40% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 80.47% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Restricted Stock Units (RSUs) [Member] | President and Chief Executive Officer [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 9,908 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 7,969 | |||||
Reverse Stock Split [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 10 | |||||
Chief Executive Officer and President [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,000 | |||||
Chief Financial Officer and Chief Operating Officer [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | |||||
President and Chief Executive Officer [Member] | 2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 30 months | |||||
2009 Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | 500,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | 41,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 120 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $169,000 | $103,000 | ||||
2009 Amended Equity Incentive Plan [Member] | ||||||
Note 10 - Common Stock and Stock Compensation (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 128,790 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $17.80 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $9.20 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.05% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 68.22% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years |
Note_10_Common_Stock_and_Stock3
Note 10 - Common Stock and Stock Compensation (Details) - Liability for Stock Appreciation Rights (Stock Appreciation Rights (SARs) [Member], Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Stock Appreciation Rights (SARs) [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value liability, beginning of period | $18 | $151 |
Fair value adjustments | -16 | -133 |
Fair value liability, end of period | $2 | $18 |
Note_10_Common_Stock_and_Stock4
Note 10 - Common Stock and Stock Compensation (Details) - Stock-based Compensation Expense (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Grant type: | ||
Allocated share-based compensation expense | $262 | $231 |
Employee Stock Option [Member] | ||
Grant type: | ||
Allocated share-based compensation expense | 207 | 160 |
Restricted Stock [Member] | ||
Grant type: | ||
Allocated share-based compensation expense | 71 | 204 |
Stock Appreciation Rights (SARs) [Member] | ||
Grant type: | ||
Allocated share-based compensation expense | ($16) | ($133) |
Note_10_Common_Stock_and_Stock5
Note 10 - Common Stock and Stock Compensation (Details) - Assumptions Used to Determine Fair Value of Stock Options (Employee Stock Option [Member]) | 12 Months Ended |
Feb. 28, 2014 | |
Employee Stock Option [Member] | |
Note 10 - Common Stock and Stock Compensation (Details) - Assumptions Used to Determine Fair Value of Stock Options [Line Items] | |
Dividend yield | 0.00% |
Expected volatility | 68.00% |
Risk-free interest rate | 1.10% |
Expected lives in years | 4 years |
Note_10_Common_Stock_and_Stock6
Note 10 - Common Stock and Stock Compensation (Details) - Summary of Stock Options (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Summary of Stock Options [Abstract] | ||
Outstanding at beginning of year | 85,667 | 198,270 |
Outstanding at beginning of year | $24.80 | $28.60 |
Outstanding at beginning of year | $670 | |
Granted | 0 | 25,000 |
Granted | $17.80 | |
Exercised | 0 | -26,795 |
Exercised | $6.90 | |
Exercised | $539 | |
Forfeited or expired | -110,808 | |
Forfeited or expired | $34.40 | |
Outstanding at end of year | 85,667 | 85,667 |
Outstanding at end of year | $24.80 | $24.80 |
Exercisable at end of year | 79,000 | 62,833 |
Exercisable at end of year | $25.42 | $28.70 |
Note_10_Common_Stock_and_Stock7
Note 10 - Common Stock and Stock Compensation (Details) - Stock Options Issued Outside of Stock Compensation Plans (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | |
Note 10 - Common Stock and Stock Compensation (Details) - Stock Options Issued Outside of Stock Compensation Plans [Line Items] | |||
Options | 85,667 | 85,667 | 198,270 |
Weighted Average Price | $24.80 | $24.80 | $28.60 |
Stock Options Issued Outside of Plans [Member] | |||
Note 10 - Common Stock and Stock Compensation (Details) - Stock Options Issued Outside of Stock Compensation Plans [Line Items] | |||
Options | 5,500 | 5,500 | 5,500 |
Weighted Average Price | $32.47 | $32.47 | $32.47 |
Weighted Average Remaining Contractual Life (Years) | 3 years | 4 years | 5 years |
Note_10_Common_Stock_and_Stock8
Note 10 - Common Stock and Stock Compensation (Details) - Stock Options Issued Outside of Stock Compensation Plans (USD $) | 12 Months Ended |
Feb. 28, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | 91,167 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 299 days |
Options Outstanding, Weighted Average Exercise Price | $25.29 |
Options Exercisable (in Shares) | 84,500 |
Options Exercisable, Weighted Average Exerice Price. | $25.88 |
Exercise Price Range 1 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $0 |
Range of Exercise Prices, Upper Limit | $20 |
Options Outstanding (in Shares) | 55,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 65 days |
Options Outstanding, Weighted Average Exercise Price | $17.15 |
Options Exercisable (in Shares) | 48,333 |
Options Exercisable, Weighted Average Exerice Price. | $17.06 |
Exercise Price Range 2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $20.01 |
Range of Exercise Prices, Upper Limit | $40 |
Options Outstanding (in Shares) | 35,500 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 3 months |
Options Outstanding, Weighted Average Exercise Price | $36.51 |
Options Exercisable (in Shares) | 35,500 |
Options Exercisable, Weighted Average Exerice Price. | $36.51 |
Exercise Price Range 3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $40.01 |
Range of Exercise Prices, Upper Limit | $60 |
Exercise Price Range 4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $60.01 |
Range of Exercise Prices, Upper Limit | $80 |
Exercise Price Range 5 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $80.01 |
Range of Exercise Prices, Upper Limit | $100 |
Options Outstanding (in Shares) | 667 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 9 months |
Options Outstanding, Weighted Average Exercise Price | $99.33 |
Options Exercisable (in Shares) | 667 |
Options Exercisable, Weighted Average Exerice Price. | $99.30 |
Note_10_Common_Stock_and_Stock9
Note 10 - Common Stock and Stock Compensation (Details) - Summary of Restricted Stock (Restricted Stock [Member], USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 |
Restricted Stock [Member] | |||
Note 10 - Common Stock and Stock Compensation (Details) - Summary of Restricted Stock [Line Items] | |||
Shares, Non-vested | 11,370 | 11,372 | 6,931 |
Weighted Average Price, Non-vested | $6.10 | $12.40 | $27.20 |
Weighted Average Contractual Life (Years), Non-vested | 306 days | 306 days | 1 year 7 days |
Aggregate Intrinsic Value, Non-vested | $58 | $100 | $158 |
Shares, Granted | 15,369 | 14,942 | |
Weighted Average Price, Granted | $6.51 | $12.20 | |
Weighted Average Contractual Life (Years), Granted | 226 days | 222 days | |
Aggregate Intrinsic Value, Granted | 100 | 125 | |
Forfeited or expired | -4,934 | ||
Forfeited or expired | $11.22 | ||
Shares, Vested or Exercised | -10,437 | -10,501 | |
Weighted Average Price, Vested or Exercised | $11.14 | $12.80 | |
Aggregate Intrinsic Value, Vested or Exercised | $76 | $135 |
Note_11_Lease_Abandonment_Deta
Note 11 - Lease Abandonment (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Feb. 14, 2014 | Jul. 19, 2010 | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2010 | Apr. 24, 2015 | Nov. 30, 2009 | Dec. 17, 2014 | Feb. 28, 2008 | |
Note 11 - Lease Abandonment (Details) [Line Items] | |||||||||
Lease Abandonment | $443,000 | $463,000 | $4,400,000 | ||||||
Other Liabilities | 1,000,000 | 1,400,000 | |||||||
Other Liabilities, Current | 446,000 | 463,000 | |||||||
Operating Leases, Income Statement, Minimum Monthly Sublease Revenue | 30,000 | ||||||||
Operating Leases, Income Statement, Sublease Revenue Percentage | 10.00% | ||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 24 months | ||||||||
Loans and Leases Receivable, Gross Percentage | 50.00% | ||||||||
Loans and Leases Receivable, Interest Rate | 5.00% | ||||||||
Loss Contingency, Damages Sought, Value | 743,000 | ||||||||
Subsequent Event [Member] | Image Quest Worldwide, Counterclaim [Member] | Minimum [Member] | |||||||||
Note 11 - Lease Abandonment (Details) [Line Items] | |||||||||
Loss Contingency, Damages Sought, Value | 10,000 | ||||||||
Suit Against Image Quest [Member] | Minimum [Member] | |||||||||
Note 11 - Lease Abandonment (Details) [Line Items] | |||||||||
Gain Contingency, Unrecorded Amount | $1,400,000 | ||||||||
Lease of Space from Ramparts, Inc. [Member] | |||||||||
Note 11 - Lease Abandonment (Details) [Line Items] | |||||||||
Number of Exhibitions Planned | 3 | ||||||||
Number of Exhibitions Opened | 2 |
Note_12_Income_Taxes_Details
Note 12 - Income Taxes (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Feb. 28, 2015 | 8-May-14 | Feb. 28, 2014 | |
Note 12 - Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | $1,500,000 | ||
Deferred Tax Assets, Valuation Allowance | 17,200,000 | 11,700,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 5,500,000 | ||
Liability for Uncertain Tax Positions, Current | 0 | ||
Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Open Tax Year | 2011 | ||
Latest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Open Tax Year | 2014 | ||
Domestic Tax Authority [Member] | Minimum [Member] | Internal Revenue Service (IRS) [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Tax Credit Carryforward, Amount | 55,000 | ||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | 23,200,000 | ||
Foreign Tax Authority [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Tax Credit Carryforward, Amount | 697,000 | ||
State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Income Tax Examination, Estimate of Possible Loss | 374,000 | ||
State and Local Jurisdiction [Member] | |||
Note 12 - Income Taxes (Details) [Line Items] | |||
Operating Loss Carryforwards | $11,500,000 |
Note_12_Income_Taxes_Details_S
Note 12 - Income Taxes (Details) - Summary of Components of Provision for Income Taxes (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2014 |
Current income tax benefit: | |
Federal | ($128) |
State | -35 |
Total current income tax (benefit) | -163 |
Total income tax benefit | ($163) |
Note_12_Income_Taxes_Details_I
Note 12 - Income Taxes (Details) - Income Tax Reconciliation | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Tax Reconciliation [Abstract] | ||
Statutory federal income tax rate | 34.00% | 34.00% |
Nondeductible expenses | 3.10% | -4.80% |
Adjustments of prior year amounts | -17.30% | |
Change in valuation allowance | -37.10% | -29.20% |
-17.30% |
Note_12_Income_Taxes_Details_D
Note 12 - Income Taxes (Details) - Deferred Tax Assets and Liabilities (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Current deferred assets/(liabilities): | ||
Equity compensation | $2,282 | $2,069 |
Deferred rent | 3,153 | |
Federal net operating loss carryforward | 7,333 | 6,375 |
State net operating loss carryforward | 498 | 598 |
Foreign net operating loss carryforward | 128 | 712 |
Contribution carryforwards | 141 | 136 |
Intangible assets | 1,615 | 691 |
Federal tax credits | 752 | 752 |
Investment in subsidiary | -732 | |
Fixed assets | 506 | -231 |
Noncurrent deferred tax assets | 16,885 | 11,078 |
Accounts receivable | 73 | 119 |
Inventory | 28 | -329 |
Other | 117 | 11 |
Prepaid insurance | -62 | -68 |
Current deferred tax assets | 339 | 566 |
Less: valuation allowance | -16,825 | -10,776 |
Net noncurrent deferred tax assets/(liabilities) | 60 | 302 |
Less: valuation allowance | -399 | -868 |
Net current tax asset/(liabilities) | -60 | -302 |
Deferred Tax Assets, Current [Member] | ||
Current deferred assets/(liabilities): | ||
Accrued expenses | 183 | 833 |
Deferred Tax Assets, Noncurrent [Member] | ||
Current deferred assets/(liabilities): | ||
Accrued expenses | $477 | $708 |
Note_13_Net_Loss_Per_Share_Det
Note 13 - Net Loss Per Share (Details) - Computation of Basic and Diluted Net Income/(Loss) Per Share (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | ||
Numerator: | ||||
Net loss attributable to the shareholders' of Premier Exhibitions, Inc. | ($10,475) | [1] | ($714) | [1] |
Denominator: | ||||
Basic weighted-average shares outstanding | 4,909,887 | [2] | 4,924,216 | [2] |
Diluted weighted-average shares outstanding | 4,909,887 | [2] | 4,924,216 | [2] |
Net loss per share: | ||||
Basic | ($2.13) | ($0.14) | ||
Diluted | ($2.13) | ($0.14) | ||
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. | |||
[2] | Basic and diluted income per share for the years ended February 28, 2015 and 2014has been adjusted to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Note_13_Net_Loss_Per_Share_Det1
Note 13 - Net Loss Per Share (Details) - Anti-Dilutive Securities | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 91,167 | 91,167 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 91,167 | 91,167 |
Note_14_Employee_Savings_Plans1
Note 14 - Employee Savings Plans (Details) (USD $) | 12 Months Ended | 15 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | 31-May-12 |
Note 14 - Employee Savings Plans (Details) [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 60.00% | ||
Defined Contribution Plan, Employee Eligibility Age | 21 years | ||
Defined Contribution Plan, Service Period for Eligibility | 3 months | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount (in Dollars) | $107 | $118 | |
For Four to Five Percent of Employee Contribution [Member] | |||
Note 14 - Employee Savings Plans (Details) [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||
For Six Percent of Employee Contributions [Member] | |||
Note 14 - Employee Savings Plans (Details) [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% |
Note_15_Commitments_and_Contin2
Note 15 - Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||
Jul. 19, 2010 | 27-May-15 | Mar. 01, 2015 | Sep. 30, 2011 | Oct. 22, 2012 | Nov. 18, 2014 | Feb. 28, 2011 | Jan. 16, 2013 | Oct. 12, 2011 | Mar. 12, 2008 | Apr. 09, 2014 | Jul. 02, 2008 | Apr. 03, 2013 | Oct. 17, 2011 | Dec. 31, 2010 | Feb. 28, 2015 | Oct. 13, 2014 | Nov. 04, 2014 | Feb. 28, 2014 | Mar. 31, 2011 | |
sqft | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 24 months | |||||||||||||||||||
Number of Exhibit Types | 4 | |||||||||||||||||||
Leasehold Improvements [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Property, Plant and Equipment, Additions (in Dollars) | $1,600,000 | |||||||||||||||||||
Subsequent Event [Member] | Warehouse Space to Store Certain Exhibitry [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 23,000 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | |||||||||||||||||||
Subsequent Event [Member] | Broadway Video Entertainment, Inc. [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Contractual Obligation (in Dollars) | 1,600,000 | |||||||||||||||||||
First Amendment Term Extension [Member] | Exhibition Space in Atlantic Station [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 16 months | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 2 years | |||||||||||||||||||
Second Amendment Term Extension [Member] | Exhibition Space in Atlantic Station [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 24 months | |||||||||||||||||||
Third Amendment to the Lease Agreement [Member] | Exhibition Space in Atlantic Station [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 11,770 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 24 months | |||||||||||||||||||
Minimum Annual Rent (in Dollars) | 180,000 | |||||||||||||||||||
Expiration Date September 2011 [Member] | Specimen Leases [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Number of Renewal Options | 3 | |||||||||||||||||||
Expiration Date June 2012 [Member] | Specimen Leases [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Number of Lease Agreements | 3 | |||||||||||||||||||
Dependent on License Agreements [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Number of Exhibit Types | 3 | |||||||||||||||||||
Principal Exenutive Offices [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 12,874 | |||||||||||||||||||
Warehouse Space for Artifacts and Other Exhibitry [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 21,000 | 48,000 | ||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 6 months | 5 years | ||||||||||||||||||
Number of Renewal Options | 2 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | |||||||||||||||||||
Warehouse Space for Artifacts Merchandise Inventory [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 20,000 | |||||||||||||||||||
Luxor Hotel and Casino Las Vegas, Nevada [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 36,141 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | |||||||||||||||||||
Exhibition and Retail Space in New York City, New York [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Area of Real Estate Property (in Square Feet) | 51,000 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 130 months | |||||||||||||||||||
Exhibition Space in Atlantic Station [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 3 years | |||||||||||||||||||
Number of Renewal Options | 4 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 1 month | |||||||||||||||||||
Buena Park, California [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Operating Leases, Monthly Rent Expense (in Dollars) | 1,000 | |||||||||||||||||||
"Titanic: The Experience" Orlando, Florida [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||||||||||||||||||
Short-term Lease Agreements for Exhibition Space for Touring Exhibitions [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Contractual Obligation (in Dollars) | 0 | |||||||||||||||||||
Specimen Leases [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||||||||||||||||||
Number of Renewal Options | 5 | |||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 1 year | |||||||||||||||||||
Number of Lease Agreements | 2 | |||||||||||||||||||
Certain Artifacts Used in Real Pirates Exhibition [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||||||||||||||||||
Canada and Germany [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Number of Exhibits | 3 | |||||||||||||||||||
Broadway Video Entertainment, Inc. [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Contractual Obligation (in Dollars) | 824,000 | |||||||||||||||||||
Exhibit Promoter Agreement Term | 5 years | |||||||||||||||||||
FOX [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Exhibit Promoter Agreement Term | 5 years | |||||||||||||||||||
Exhibit Promoter Agreement Number of Renewal Options | 1 | |||||||||||||||||||
Exhibit Promoter Agreement Renewal Term | 5 years | |||||||||||||||||||
Semmel Concerts GmbH [Member] | ||||||||||||||||||||
Note 15 - Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Exhibit Promoter Agreement Term | 5 years |
Note_15_Commitments_and_Contin3
Note 15 - Commitments and Contingencies (Details) - Lease Expense (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Note 15 - Commitments and Contingencies (Details) - Lease Expense [Line Items] | ||
Rental expense | $9,356 | $6,202 |
Specimen and Artifacts [Member] | ||
Note 15 - Commitments and Contingencies (Details) - Lease Expense [Line Items] | ||
Rental expense | 2,290 | 1,553 |
Real Estate [Member] | ||
Note 15 - Commitments and Contingencies (Details) - Lease Expense [Line Items] | ||
Rental expense | 7,013 | 4,576 |
Equipment [Member] | ||
Note 15 - Commitments and Contingencies (Details) - Lease Expense [Line Items] | ||
Rental expense | $53 | $73 |
Note_15_Commitments_and_Contin4
Note 15 - Commitments and Contingencies (Details) - Aggregate Minimum Lease Commitments (USD $) | Feb. 28, 2015 |
In Thousands, unless otherwise specified | |
Aggregate Minimum Lease Commitments [Abstract] | |
2016 | $10,320 |
2017 | 7,376 |
2018 | 7,765 |
2019 | 5,824 |
2020 | 4,545 |
Thereafter | 22,503 |
Total | $58,333 |
Note_16_Noncontrolling_Interes1
Note 16 - Non-controlling Interest (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Note 16 - Non-controlling Interest (Details) [Line Items] | ||
Number of Exhibitions | 4 | |
Stockholders' Equity Attributable to Noncontrolling Interest | $1,653 | $2,871 |
Net Income (Loss) Attributable to Noncontrolling Interest | -1,218 | -64 |
Premier Exhibition Management LLC [Member] | ||
Note 16 - Non-controlling Interest (Details) [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | |
Stockholders' Equity Attributable to Noncontrolling Interest | 3,000 | |
Net Income (Loss) Attributable to Noncontrolling Interest | ($1,200) | ($64) |
Note_17_Litgation_and_Other_Le1
Note 17 - Litgation and Other Legal Matters (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||
Dec. 17, 2014 | Dec. 04, 2014 | Feb. 14, 2014 | Nov. 30, 2011 | Aug. 15, 2011 | Feb. 28, 2015 | Feb. 28, 2014 | Nov. 10, 2011 | Aug. 12, 2010 | Apr. 30, 2011 | Apr. 03, 2015 | Apr. 24, 2015 | Dec. 07, 2014 | Feb. 28, 2015 | Jan. 31, 2006 | |
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Minimum Quarterly Reserve Fund Payments Required | $25,000 | ||||||||||||||
Reserve Fund Required | 5,000,000 | ||||||||||||||
Reserve Fund Balance | 25,000 | 358,000 | 358,000 | ||||||||||||
Payment of Trust Account | 25,000 | 25,000 | |||||||||||||
Non Payment of Sublease Payment | 1,400,000 | ||||||||||||||
Loss Contingency, Damages Sought, Value | 743,000 | ||||||||||||||
Allowance for Doubtful Accounts Receivable, Current | 220,000 | 392,000 | 220,000 | ||||||||||||
Litigation Settlement, Amount | 725,000 | -36,000 | 297,000 | ||||||||||||
Estimated Litigation Liability | 344,000 | 344,000 | |||||||||||||
Estimated Litigation Liability, Discount | 81,000 | 81,000 | |||||||||||||
Artifacts [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (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 | 19,000 | 19,000 | |||||||||||||
Allowance for Doubtful Accounts Receivable, Current | 202,000 | 202,000 | |||||||||||||
One Nine Eight Seven Artifacts [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Number of Artifacts | 2,000 | 2,000 | |||||||||||||
Post One Nine Eight Seven Artifacts [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Number of Artifacts | 3,500 | ||||||||||||||
Subsequent Event [Member] | April 10, 2015 Litigation Payment [Member] | Seaventures [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Litigation Settlement, Amount | 75,000 | ||||||||||||||
Subsequent Event [Member] | March 1, 2016 Litigation Payment [Member] | Seaventures [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Litigation Settlement, Amount | 100,000 | ||||||||||||||
Subsequent Event [Member] | March 1, 2017 Litigation Payment [Member] | Seaventures [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Litigation Settlement, Amount | 100,000 | ||||||||||||||
Subsequent Event [Member] | March 1, 2018 Litigation Payment [Member] | Seaventures [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Litigation Settlement, Amount | 150,000 | ||||||||||||||
Subsequent Event [Member] | Image Quest Worldwide, Counterclaim [Member] | Minimum [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Loss Contingency, Damages Sought, Value | 10,000 | ||||||||||||||
Subsequent Event [Member] | Seaventures [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Litigation Settlement, Amount | 425,000 | ||||||||||||||
Trademark Infringement [Member] | Minimum [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Loss Contingency, Damages Sought, Value | 1,000,000 | ||||||||||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||||||||||
Note 17 - Litgation and Other Legal Matters (Details) [Line Items] | |||||||||||||||
Estimated Litigation Liability | 344,000 | 344,000 | |||||||||||||
Estimated Litigation Liability, Discount | $81,000 | $81,000 | |||||||||||||
Estimated Litigation Liability, Discount Rate | 12.00% |
Note_18_Foreign_Operations_Det
Note 18 - Foreign Operations (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | ||
Note 18 - Foreign Operations (Details) [Line Items] | ||||
Net Income (Loss) Attributable to Parent | ($10,475) | [1] | ($714) | [1] |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | Outside of United States [Member] | ||||
Note 18 - Foreign Operations (Details) [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 8.00% | ||
Outside of United States [Member] | ||||
Note 18 - Foreign Operations (Details) [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $313 | $137 | ||
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Note_18_Foreign_Operations_Det1
Note 18 - Foreign Operations (Details) - Foreign Currency Translation Adjustment (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | ||
Foreign currency translation gain/(loss): | |||||
Balance as of February 28 | ($313) | ($459) | |||
Translation adjustment | 9 | [1] | |||
Reclassification to earnings | $313 | [1] | $137 | [1] | |
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Note_19_Segment_Information_De
Note 19 - Segment Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Note 19 - Segment Information (Details) [Line Items] | ||
Number of Reportable Segments | 2 | |
Revenue, Net | $29,390 | $29,348 |
Foreign Exhibitions [Member] | ||
Note 19 - Segment Information (Details) [Line Items] | ||
Revenue, Net | 3,700 | 2,400 |
RMS Titanic [Member] | ||
Note 19 - Segment Information (Details) [Line Items] | ||
Revenue, Net | $1,199 | $1,769 |
Note_19_Segment_Information_De1
Note 19 - Segment Information (Details) - Statements of Operations by Segment (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Revenue | $29,390 | $29,348 | ||
Cost of revenue (exclusive of depreciation and amortization) | 19,784 | 15,368 | ||
Gross profit | 9,606 | 13,980 | ||
Operating expenses: | ||||
General and administrative | 12,809 | 12,761 | ||
Depreciation and amortization | 4,560 | 4,150 | ||
Gain on disposal of assets | -4 | -115 | ||
Write-off of assets | 104 | 798 | ||
Impairment of intangible assets | 2,926 | |||
Gain on note payable fair market value adjustment | -338 | -2,566 | ||
Contract and legal settlements | 36 | -297 | ||
Total operating expenses | 20,093 | 14,731 | ||
Income/(loss) from operations | -10,487 | -751 | ||
Other expense | ||||
Interest expense | -909 | -342 | ||
Realized losses on foreign currency transactions | -313 | -137 | ||
Other income (expense) | 16 | 289 | ||
Income/(loss) before income tax | -11,693 | -941 | ||
Income tax expense/(benefit) | -163 | |||
Net income /(loss) | -11,693 | -778 | ||
Less: Net income / loss attributable to non-controlling interest | -1,218 | -64 | ||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -10,475 | [1] | -714 | [1] |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | -1,199 | -1,769 | ||
Cost of revenue (exclusive of depreciation and amortization) | -1,199 | -1,769 | ||
Exhibition Management [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 29,390 | 29,348 | ||
Cost of revenue (exclusive of depreciation and amortization) | 20,983 | 17,137 | ||
Gross profit | 8,407 | 12,211 | ||
Operating expenses: | ||||
General and administrative | 11,577 | 11,567 | ||
Depreciation and amortization | 4,560 | 4,097 | ||
Gain on disposal of assets | -4 | -115 | ||
Write-off of assets | 104 | 132 | ||
Impairment of intangible assets | 2,926 | |||
Gain on note payable fair market value adjustment | -338 | -2,566 | ||
Contract and legal settlements | 36 | -297 | ||
Total operating expenses | 18,861 | 12,818 | ||
Income/(loss) from operations | -10,454 | -607 | ||
Other expense | ||||
Interest expense | -909 | -342 | ||
Realized losses on foreign currency transactions | -313 | -137 | ||
Other income (expense) | 15 | 289 | ||
Income/(loss) before income tax | -11,661 | -797 | ||
Income tax expense/(benefit) | -108 | |||
Net income /(loss) | -11,661 | -689 | ||
Less: Net income / loss attributable to non-controlling interest | -1,218 | -64 | ||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | -10,443 | -625 | ||
RMS Titanic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,199 | 1,769 | ||
Gross profit | 1,199 | 1,769 | ||
Operating expenses: | ||||
General and administrative | 1,232 | 1,194 | ||
Depreciation and amortization | 53 | |||
Write-off of assets | 666 | |||
Total operating expenses | 1,232 | 1,913 | ||
Income/(loss) from operations | -33 | -144 | ||
Other expense | ||||
Other income (expense) | 1 | |||
Income/(loss) before income tax | -32 | -144 | ||
Income tax expense/(benefit) | -55 | |||
Net income /(loss) | -32 | -89 | ||
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | ($32) | ($89) | ||
[1] | Common Stock and Additional Paid-in Capital at February 28, 2013 and 2014 have been restated retroactively to reflect the 1 for 10 reverse stock split effective February 27, 2015. |
Note_19_Segment_Information_De2
Note 19 - Segment Information (Details) - Summary of Assets by Segment (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Assets | $36,881 | $30,256 |
Exhibition Management [Member] | ||
Assets: | ||
Assets | 31,203 | 23,374 |
RMS Titanic [Member] | ||
Assets: | ||
Assets | 5,536 | 6,282 |
Corporate and Unallocated [Member] | ||
Assets: | ||
Assets | $142 | $600 |
Note_19_Segment_Information_De3
Note 19 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Capital Expenditures: | ||
Expenditures by segment | $4,001 | $3,114 |
Exhibition Management [Member] | ||
Capital Expenditures: | ||
Expenditures by segment | 4,001 | 3,114 |
RMS Titanic [Member] | ||
Capital Expenditures: | ||
Expenditures by segment | $0 | $0 |
Note_20_Consignment_Agreement_1
Note 20 - Consignment Agreement and RMS Titanic Sale (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Purchase Agreement Is Entered Into Within 60 Days Member] | Guernsey Auction House [Member] | ||
Note 20 - 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 20 - 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 20 - 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 20 - Consignment Agreement and RMS Titanic Sale (Details) [Line Items] | ||
undefined | 60 days |
Note_21_Liquidity_and_Capital_1
Note 21 - Liquidity and Capital Resources (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Apr. 02, 2015 | Sep. 30, 2014 |
From Investor Group to Repay Existing Debt [Member] | Subsequent Event [Member] | Merger Agreement with DK [Member] | ||
Note 21 - Liquidity and Capital Resources (Details) [Line Items] | ||
Other Receivables | $8 | |
From Investor Group for Corporate Purposes [Member] | Subsequent Event [Member] | Merger Agreement with DK [Member] | ||
Note 21 - Liquidity and Capital Resources (Details) [Line Items] | ||
Other Receivables | 5.5 | |
Secured Promissory Notes [Member] | ||
Note 21 - Liquidity and Capital Resources (Details) [Line Items] | ||
Short-term Debt | 8 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Subsequent Event [Member] | Merger Agreement with DK [Member] | Maximum [Member] | ||
Note 21 - Liquidity and Capital Resources (Details) [Line Items] | ||
Ownership Percentage of Combined Entity by Former Shareholders of Merged Entity | 24.00% | |
Subsequent Event [Member] | Merger Agreement with DK [Member] | ||
Note 21 - Liquidity and Capital Resources (Details) [Line Items] | ||
Other Receivables | 13.5 | |
Proceeds to Date from an Investor Group | 11.5 | |
Repayments of Debt | $8 |
Note_22_Subsequent_Events_Deta
Note 22 - Subsequent Events (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
Dec. 04, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Apr. 02, 2015 | 27-May-15 | Apr. 03, 2015 | 4-May-15 | Mar. 30, 2015 | 11-May-15 | Feb. 28, 2013 | Mar. 02, 2015 | |
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 85,667 | 85,667 | 198,270 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $24.80 | $24.80 | $28.60 | ||||||||
Litigation Settlement, Amount | $725,000 | ($36,000) | $297,000 | ||||||||
Estimated Litigation Liability | 344,000 | ||||||||||
Estimated Litigation Liability, Net, Current | 81,000 | ||||||||||
Estimated Litigation Liability, Discount to Reflect Present Value of Future Payments | 12.00% | ||||||||||
Operating Leases, Future Minimum Payments Due | 58,333,000 | ||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 10,320,000 | ||||||||||
Samuel S. Weiser [Member] | Subsequent Event [Member] | Maximum [Member] | Reimbursement of Attorney Fees [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Due to Related Parties, Current | 5,000 | ||||||||||
Samuel S. Weiser [Member] | Subsequent Event [Member] | Consulting Fees [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Due to Related Parties, Current | 300,000 | ||||||||||
Samuel S. Weiser [Member] | Subsequent Event [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Consulting Fees to Be Paid per Month | 20,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 15,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $4.48 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Extension of Term | 5 years | ||||||||||
Subsequent Event [Member] | Purchase Contracts Related to the "Saturday Night Live" Exhibition [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Purchase Obligation | 1,600,000 | ||||||||||
Additional Leasehold Improvements Funded During Period | 1,600,000 | ||||||||||
Subsequent Event [Member] | Scenario, Forecast [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Ownership Percentage of Combined Entity by Investor Group and Former Shareholders of Merged Entity | 47.00% | ||||||||||
Subsequent Event [Member] | April 10, 2015 Litigation Payment [Member] | Seaventures [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 75,000 | ||||||||||
Subsequent Event [Member] | March 1, 2016 Litigation Payment [Member] | Seaventures [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 100,000 | ||||||||||
Subsequent Event [Member] | March 1, 2017 Litigation Payment [Member] | Seaventures [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 100,000 | ||||||||||
Subsequent Event [Member] | March 1, 2018 Litigation Payment [Member] | Seaventures [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 150,000 | ||||||||||
Subsequent Event [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Proceeds from Convertible Debt | 3,500,000 | ||||||||||
Subsequent Event [Member] | Two Leases Secured by Certain Equipment [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Operating Leases, Future Minimum Payments Due | 250,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||||||||||
Operating Leases, Monthly Payment | 5,000 | ||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 60 months | ||||||||||
Subsequent Event [Member] | Warehouse Space in Atlanta, Georgia [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 81,600 | ||||||||||
Subsequent Event [Member] | Internal Revenue Service (IRS) [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Income Tax Examination, Year under Examination | 2013 | ||||||||||
Subsequent Event [Member] | Seaventures [Member] | |||||||||||
Note 22 - Subsequent Events (Details) [Line Items] | |||||||||||
Litigation Settlement, Amount | 425,000 | ||||||||||
Period of Time Within Which the Company Must Stage at Least Two Joint Exhibitions with Counterparty | 24 months | ||||||||||
Portion of Net Revenues of Joint Exhibitions per Ticket to Which the Counterparty is Entitled | $1 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) - Summary of Valuation Allowance (Allowance for Trade Receivables [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Allowance for Trade Receivables [Member] | ||
Valuation Allowance [Line Items] | ||
Balance of beginning of period | $392 | $325 |
Charged to costs and expenses | 67 | |
Deduction charged to reserve | 172 | |
Balance of end of period | $220 | $392 |