Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
May. 31, 2015 | Jul. 09, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PREMIER EXHIBITIONS, INC. | |
Trading Symbol | PRXI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --02-29 | |
Entity Common Stock, Shares Outstanding | 4,917,222 | |
Amendment Flag | false | |
Entity Central Index Key | 796,764 | |
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 | May 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | May. 31, 2015 | Feb. 28, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,589 | $ 4,798 |
Accounts receivable, net of allowance for doubtful accounts of $220 | 1,669 | 1,417 |
Merchandise inventory, net of reserve of $25 | 1,101 | 1,127 |
Income taxes receivable | 49 | 49 |
Prepaid expenses | 3,209 | 2,684 |
Other current assets | 505 | 459 |
Total current assets | 8,122 | 10,534 |
Artifacts owned, at cost | 2,877 | 2,881 |
Salvor's lien | 1 | 1 |
Property and equipment, net of accumulated depreciation of $23,539 and $22,766, respectively | 20,930 | 11,503 |
Construction deposit | 134 | |
Lease incentive | 1,290 | 5,899 |
Restricted cash | 93 | 426 |
Restricted securities | 801 | 801 |
Deferred income taxes | 60 | 60 |
Long-term exhibition costs | 195 | 261 |
Subrogation rights | 250 | 250 |
Film, gaming and other application assets, net of accumulated amortization of $1,882 and $1,726, respectively | 1,451 | 1,608 |
Deferred financing costs, net of accumulated amortization of $383 and $318, respectively | 65 | |
Total Assets | 38,419 | 36,881 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 6,151 | 4,782 |
Deferred rent | 159 | 668 |
Deferred revenue | 2,380 | 2,901 |
Deferred income taxes | 60 | 60 |
Current portion of capital lease obligations | 72 | 31 |
Current portion of royalty payable, net of discount of $29 and $48, respectively | 268 | 413 |
Current portion of notes payable, net of discount of $7 and $10, respectively | 11,693 | 8,190 |
Total current liabilities | 20,783 | 17,045 |
Long-Term liabilities: | ||
Lease abandonment | 891 | 997 |
Deferred rent | 9,137 | 8,867 |
Long-term portion of capital lease obligations | 267 | 32 |
Long-term portion of royalty payable, net of discount of $48 | 207 | 301 |
Total long-term liabilities | $ 10,502 | $ 10,197 |
Commitment and Contingencies | ||
Shareholders' equity: | ||
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 4,917,423 and 4,916,644 shares, respectively; outstanding 4,917,222 and 4,916,443 shares, respectively | $ 1 | $ 1 |
Additional paid-in capital | 54,144 | 54,104 |
Accumulated deficit | (48,382) | (46,105) |
Accumulated other comprehensive loss | (13) | (13) |
Less treasury stock, at cost; 201 shares | (1) | (1) |
Equity Attributable to Shareholders of Premier Exhibitions, Inc. | 5,749 | 7,986 |
Equity Attributable to Non-controlling interest | 1,385 | 1,653 |
Total liabilities and shareholders' equity | 38,419 | 36,881 |
Licensing Agreements [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | 1,561 | 1,629 |
Future Rights Fees [Member] | ||
Current assets: | ||
Finite-lived intangible assets, net | $ 788 | $ 829 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | May. 31, 2015 | Feb. 28, 2015 |
Allowance for doubtful accounts | $ 220 | $ 220 |
Merchandise inventory, reserve | 25 | 25 |
Property and equipment, accumulated depreciation | 23,539 | 22,766 |
Film and gaming assets, accumulated amortization | 1,882 | 1,726 |
Deferred financing costs, amortization | $ 383 | $ 318 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 65,000,000 | 65,000,000 |
Common stock, shares issued (in Shares) | 4,917,423 | 4,916,644 |
Common stock, shares outstanding (in Shares) | 4,917,222 | 4,916,443 |
Treasury stock, shares (in Shares) | 201 | 201 |
Current [Member] | ||
Royalty payable, discount | $ 29 | $ 48 |
Notes payable, discount | 7 | 10 |
Non-Current [Member] | ||
Royalty payable, discount | 48 | 48 |
Licensing Agreements [Member] | ||
Accumulated amortization | 5,225 | 6,069 |
Future Rights Fees [Member] | ||
Accumulated amortization | $ 3,592 | $ 3,551 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Revenue: | ||
Exhibition revenue | $ 5,913 | $ 6,008 |
Merchandise revenue | 1,272 | 1,345 |
Management fee | 34 | 138 |
Licensing fee | 30 | |
Total revenue | 7,249 | 7,491 |
Cost of revenue: | ||
Exhibition costs | 4,971 | 3,821 |
Cost of merchandise sold | 538 | 586 |
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 5,509 | 4,407 |
Gross profit | 1,740 | 3,084 |
Operating expenses: | ||
General and administrative | 2,866 | 3,295 |
Depreciation and amortization | 1,038 | 1,151 |
Gain on sale of assets | (4) | |
Total operating expenses | 3,904 | 4,442 |
Loss from operations | (2,164) | (1,358) |
Other income and (expense) | ||
Interest expense | (375) | (23) |
Other income/(expense) | (6) | 18 |
Total other expense | (381) | (5) |
Loss before income taxes | (2,545) | (1,363) |
Net loss | (2,545) | (1,363) |
Less: Net loss attributable to non-controlling interest | 268 | 151 |
Net loss attributable to the shareholders of Premier Exhibitions, Inc. | $ (2,277) | $ (1,212) |
Net loss per share: | ||
Basic loss per common share (in Dollars per share) | $ (0.46) | $ (0.25) |
Diluted loss per common share (in Dollars per share) | $ (0.46) | $ (0.25) |
Shares used in basic per share calculations (in Shares) | 4,917,087 | 4,906,440 |
Shares used in diluted per share calculations (in Shares) | 4,917,087 | 4,906,440 |
Comprehensive loss | $ (2,277) | $ (1,212) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (2,545) | $ (1,363) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 1,038 | 1,151 |
Lease abandonment | (106) | (117) |
Stock-based compensation | 40 | 73 |
Allowance for doubtful accounts | 10 | |
Amortization of deferred financing costs | 65 | |
Write-off of assets | 16 | |
Amortization of debt discount | 22 | 21 |
Gain on sale of assets | (4) | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (346) | (59) |
Decrease in merchandise inventory | 26 | 61 |
Increase in prepaid expenses | (627) | (391) |
Increase in other assets | (46) | (20) |
Decrease in income taxes receivable | 73 | |
Increase in other receivables | (10) | |
(Increase)/decrease in restricted cash | 333 | (8) |
Decrease in long-term development costs | 152 | 83 |
Increase in accounts payable and accrued liabilities | 1,369 | 1,052 |
Increase/(decrease) in deferred rent | (239) | 5 |
Increase/(decrease) in deferred revenue | (521) | 562 |
Total adjustments | 1,176 | 2,482 |
Net cash provided by/(used in) operating activities | (1,369) | 1,119 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,166) | (370) |
Redemption of certificates of deposit | 201 | |
Purchase of restricted certificate of deposit | (800) | |
Proceeds from disposal of assets | 4 | |
Decrease in artifacts | 4 | 6 |
Net cash used in investing activities | (5,162) | (959) |
Cash flows from financing activities: | ||
Deferred financing costs | (50) | |
Payments on capital lease obligations | (14) | (9) |
Proceeds from notes payable | 3,500 | |
Payments on royalty payable | (164) | (220) |
Net cash provided by/(used in) financing activities | 3,322 | (279) |
Net decrease in cash and cash equivalents | (3,209) | (119) |
Cash and cash equivalents at beginning of period | 4,798 | 3,434 |
Cash and cash equivalents at end of period | 1,589 | 3,315 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 193 | 9 |
Cash received during the period for taxes | (73) | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Net assets recognized from execution of royalty agreement | $ 31 | |
Non-cash payment on royalty payable | 94 | |
Non-cash refinancing of notes payable | 8,000 | |
Non-cash purchase of property and equipment using lease incentive and construction deposit | 4,743 | |
Purchase of property and equipment under capital leases | $ 290 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 3 Months Ended |
May. 31, 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 purposes of exploring the wreck of the R.M.S. Titanic and its surrounding oceanic areas. In May of 1993, RMS 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 tour regularly outside the U.S. Approximately 8.2% of our revenues for the three months ended May 31, 2015 resulted from exhibition revenues outside of the U.S. compared with 10.2% for the three months ended May 31, 2014. Many of our financial arrangements with our international trade partners are based upon the U.S. dollar, which limits the Company’s exposure to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring. Corporate Structure Our business has been divided into an exhibition management division and a content division. The content division is the Company’s existing subsidiary, RMST, which holds all of the Company’s rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Company’s possession, 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 management (exhibition division). This currently includes the operation and management of our “Bodies,” “Titanic” (pursuant to an intercompany agreement with RMST), “Real Pirates,” “The Discovery of King Tut,” “Saturday Night Live,” and “Pompeii” (closed May 25, 2015) 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 (“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 was being toured by the Company during the first quarter of fiscal 2016. The Company will operate any such additional properties through its exhibition management subsidiary. Subsequent to the asset purchase, Newco changed its name to Arts and Exhibitions International, LLC. On July 12, 2012, the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand. As part of the acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to “Tutankhamun and the Golden Age of the Pharaohs”, “Cleopatra: The Exhibition” and “Real Pirates”. These merchandising rights are operated under our Premier Merchandising, LLC subsidiary. The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Management (PEM) and Content Management (RMST). Basis of Presentation When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. We have prepared the accompanying unaudited condensed consolidated financial statements and condensed notes pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting. Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2015. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of May 31, 2015, our results of operations for the three months ended May 31, 2015 and 2014 and cash flows for the three months ended May 31, 2015 and 2014. The data in the consolidated balance sheet as of February 28, 2015 was derived from our audited consolidated balance sheet as of February 28, 2015, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2015. The unaudited condensed 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. Our operating results for the three months ended May 31, 2015 are not necessarily indicative of the operating results that may be expected for future periods or the full fiscal year ending February 28, 2016 (“fiscal 2016”). Significant Accounting Policies For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2015 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2015 Annual Report on Form 10-K. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates. Recent Accounting Pronouncements Recently Issued Revenue from Contracts with Customers Update 2014-09 (ASU 2014-09) Revenue Recognition The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for the Company beginning in the first fiscal quarter of 2018. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15) In August 2014, FASB issued Accounting Standards Update No. 2014-15, “Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, “Presentation of Financial Statements - Liquidation Basis of Accounting.” Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements. |
Note 2 - Net Loss Per Share
Note 2 - Net Loss Per Share | 3 Months Ended |
May. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 2. 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 income per share. Three Months Ended May 31, 2015 2014 Numerator: Net loss attributable to shareholders (in thousands) $ (2,277 ) $ (1,212 ) Denominator: Basic weighted-average shares outstanding 4,917,087 4,906,440 Effect of dilutive stock options and warrants - - Diluted weighted-average shares outstanding 4,917,087 4,906,440 Net loss per share: Basic $ (0.46 ) $ (0.25 ) Diluted $ (0.46 ) $ (0.25 ) Equity based awards are not included in the per share computation because the option exercise price was greater than the average market price of the common share. The number of shares excluded for the three months ended May 31, 2015 and 2014 was 91,167. |
Note 3 - Notes Payable, Royalty
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations | 3 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 3. Notes Payable, Royalty Payable, and Capital Lease Obligations Notes Payable On October 17, 2011, the Company entered into an asset purchase agreement (the “Agreement”) to purchase the assets of a Titanic-themed exhibition ( Titanic: The Experience or “TTE” As of May 31, 2015, the short-term portion of the note payable was $193 thousand and relates to rental and other arrearages payable on behalf of Worldwide. The final payment on this note payable is due in December 2015. 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 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 12.0% per annum, and the Notes matured 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 were 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 were 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 did not apply to the Titanic assets held by RMST, but applied 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 were 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 included (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 On April 2, 2015, the Company announced that it had entered into a definitive merger agreement (the “Merger Agreement”) whereby it will combine with Dinoking Tech Inc. (“DK”). In addition, on April 2, 2015, an investor group 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 5 th Royalty Payable On April 20, 2012, PEM and PEM Newco, LLC, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of AEI. The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The Company issued a non-recourse non-interest bearing note as part of this transaction. The book value of the note was recorded based upon the expected future cash flows of the exhibitions and discounted to its net present value at an imputed interest rate of 7.0%. 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 (the “Revenue Payment Agreement”) providing for modified future payments to AEG with respect to bookings of acquired exhibitions. Pursuant to the Revenue Payment Agreement, going forward PEM will make royalty payments to AEG equal to (a) 90% of net revenues from future bookings and (b) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net Revenues” are determined after deduction by PEM of the direct expenses of operating the exhibitions. Pursuant to the Revenue Payment Agreement, AEG will pay to PEM a management fee of 10% of gross revenues (after deducting any booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $500,000 in calendar year 2014; and $125,000 in calendar years 2015 and 2016. We considered the accounting guidance in ASC 805, 405, and 470 when evaluating the accounting for the note cancellation and execution of the revenue payment agreement. We note that there was no substantive modification of the obligations under the Note that were made in connection with the cancellation of the Note and the execution of the revenue payment agreement. Accordingly, we do not believe the note was settled and therefore the royalty obligation will continue to be remeasured each period until it is ultimately settled. Beginning in the first fiscal quarter of 2015, revenues, expenses, assets, and liabilities related to these exhibitions are recorded on a gross reporting basis in the Company’s consolidated financial statements since we are now the primary obligor under these agreements, are fulfilling the customer agreements with assets that the Company has all rights and title to, rather than acting in a management capacity as it was prior to the amendment, have latitude to determine pricing and retain future profits from the arrangement with customers, and retain the credit risk with customers. The majority of the assets and liabilities added as a result of this are restricted cash and deferred revenue. During the fourth quarter of 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 revenue payment agreement. As a result of this review, the royalty payable was reduced by $338 thousand to reflect the updated estimated future payments under the revenue payment agreement. 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. 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. As of May 31, 2015, the short-term portion of the royalty payable was $268 thousand and the long-term portion was $207 thousand. Capital Lease Obligations The Company leases certain computer and security equipment under capital leases. During the first quarter of fiscal 2016, the Company entered into capital leases for $290 thousand. As of May 31, 2015, the balance sheet reflects the short-term portion of capital lease obligations of $72 thousand and the long-term portion of $267 thousand. |
Note 4 - Legal Proceedings and
Note 4 - Legal Proceedings and Contingencies | 3 Months Ended |
May. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 4. Legal Proceedings and Contingencies Status of Salvor-in-Possession and Interim Salvage Award Proceedings The Company has been party to a salvage case titled RMS Titanic, Inc. v. The Wrecked and Abandoned Vessel, et al., in rem in-specie On August 15, 2011, the District Court granted an in-specie · 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 purchaser of the collections 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 make quarterly $25 thousand payments. The balance in the Reserve Fund as of May 31, 2015 is $383 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, the Treaty could affect the manner in which the District Court monitors the Company’s 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 the Company voiced 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 the Company’s 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 presently appears to be 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 the Company to execute the sublease, James Beckman, the principal of Image Quest Worldwide, Inc., signed a personal guarantee which is enforceable if Image Quest fails 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 the Company 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 claims and the counterclaim are 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. 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 presently opine on 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 May 31, 2015 a receivable of $11 thousand, net of allowance for doubtful accounts of $210 thousand, is included in the Company’s accounts receivable. 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, and unlawfully used that intellectual property in the development of their own competing Titanic exhibition, which was initially presented at the Venetian Macau, and then marketed around the world. In the suit, the Company brought claims against Mr. Zaller personally for conversion, breach of contract, and misappropriation of trade secrets under Georgia law. The Company also brought 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 that 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. On February 14, 2014, SeaVentures, Ltd. filed suit against the Company in the Circuit Court for the Ninth Judicial District of Orange County, Florida. The suit alleged that the Company breached a license agreement with SeaVentures under which the Company was required to present certain joint exhibitions containing both Titanic artifacts and artifacts recovered from the RMS Carpathia owned by SeaVentures. 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 agreed to pay Seaventures $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 will pay Seaventures a portion of the net revenues from those joint exhibition or a per ticket fee, depending on the location of the joint exhibition. In fiscal year 2015, the Company recorded a liability for this settlement of $344 thousand, net of an $81 thousand discount at 12%, to reflect the present value of the future payments. The balance as of May 31, 2015 is $278 thousand. 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 to 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 matters will not have a material adverse effect on the Company’s financial condition. Revenue and Sales and Use Tax Examinations As of May 31, 2015, the Internal Revenue Service (“IRS”) has completed 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 IRS that the Company’s tax return for the fiscal year ended February 28, 2013 had been selected for examination. On July 2, 2015, the Company received notice from the IRS that the tax return of Premier Exhibition Management, LLC for the fiscal year ended February 28, 2013 had been selected for examination. The examinations are 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 has requested a hearing before an administrative tax tribunal. |
Note 5 - Segment Information
Note 5 - Segment Information | 3 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 5. 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), “Real Pirates,” “The Discovery of King Tut,” “Saturday Night Live,” and “Pompeii” (closed May 25, 2015) exhibitions. 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 $595 thousand and $763 thousand for the three months ended May 31, 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 $292 thousand and $311 thousand reported for the RMS Titanic segment for the three months ended May 31, 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 to the RMS Titanic segment based on an intercompany agreement between PEM and RMST for corporate shared services. The remaining corporate expenses and income taxes are allocated to the Exhibition Management segment. The following tables reflect the Statements of Operations for the three months ended May 31, 2015 and 2014 by segment (in thousands): Three Months Ended May 31, 2015 (In thousands) Exhibition Management RMS Titanic Elimination Total Revenue $ 7,249 $ 292 $ (292 ) $ 7,249 Cost of revenue (exclusive of depreciation and amortization) 5,801 - (292 ) 5,509 Gross profit 1,448 292 - 1,740 Operating expenses: General and administrative 2,607 259 - 2,866 Depreciation and amortization 1,038 - - 1,038 Total Operating expenses 3,645 259 - 3,904 Income/(loss) from operations (2,197 ) 33 - (2,164 ) Other expense (381 ) - - (381 ) Income/(loss) before income tax (2,578 ) 33 - (2,545 ) Income tax expense - - - - Net income/(loss) (2,578 ) 33 - (2,545 ) Less: Net loss attributable to non-controlling interest 268 - - 268 Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. $ (2,310 ) $ 33 $ - $ (2,277 ) Three Months Ended May 31, 2014 (In thousands) Exhibition Management RMS Titanic Elimination Total Revenue $ 7,491 $ 311 $ (311 ) $ 7,491 Cost of revenue (exclusive of depreciation and amortization) 4,718 - (311 ) 4,407 Gross profit 2,773 311 - 3,084 Operating expenses: General and administrative 2,998 297 - 3,295 Depreciation and amortization 1,151 - - 1,151 Gain on disposal of property and equipment (4 ) - - (4 ) Total Operating expenses 4,145 297 - 4,442 Income/(loss) from operations (1,372 ) 14 - (1,358 ) Other expense (5 ) - - (5 ) Income/(loss) before income tax (1,377 ) 14 - (1,363 ) Income tax expense - - - - Net income/(loss) (1,377 ) 14 - (1,363 ) Less: Net loss attributable to non-controlling interest 151 - - 151 Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. $ (1,226 ) $ 14 $ - $ (1,212 ) 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). May 31, 2015 February 28, 2015 Assets: Exhibition Management $ 32,939 $ 23,374 RMS Titanic 5,350 6,282 Corporate and unallocated 130 600 Total assets $ 38,419 $ 30,256 Expenditures for additions to long-lived assets by segment for the three months ended May 31, 2015 and 2014 are reflected in the table below (in thousands): Capital Expenditures: May 31, 2015 May 31, 2014 Exhibition Management $ 5,166 $ 370 RMS Titanic - - Total capital expenditures $ 5,166 $ 370 |
Note 6 - Liquidity and Capital
Note 6 - Liquidity and Capital Resources | 3 Months Ended |
May. 31, 2015 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity And Capital Resources [Text Block] | Note 6. 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 and, in fiscal 2016, convertible debt financing under the merger agreement discussed below. 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, the Company 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 matured 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 (the “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 5 th While the Company recently repaid a loan of $8.0 million, the Company will have to repay these amounts 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. In addition, if the merger transaction is terminated under certain conditions the Company would be required to pay a $1 million breakup fee to DK. 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 7 - Merger Agreement
Note 7 - Merger Agreement | 3 Months Ended |
May. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 7. Merger Agreement See Note 6. 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 47.0% 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. |
Note 8 - Consulting Agreement w
Note 8 - Consulting Agreement with Samuel S. Weiser | 3 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 8. 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 consideration for Mr. Weiser’s agreement to provide consulting services 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 or September 30, 2015. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 3 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9. Subsequent Events Investor Funding In June 2015 the Company received the remaining $2 million in investor funding discussed in Note 3. Notes Payable, Royalty Payable, and Capital Lease Obligations above. Internal Revenue Service Examination On July 2, 2015, the Company received notice from the Internal Revenue Service that the tax return of Premier Exhibition Management, LLC for the fiscal year ended February 28, 2013 had been selected for examination. This examination is expected to begin in the second fiscal quarter of 2016. |
Note 2 - Net Loss Per Share (Ta
Note 2 - Net Loss Per Share (Tables) | 3 Months Ended |
May. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended May 31, 2015 2014 Numerator: Net loss attributable to shareholders (in thousands) $ (2,277 ) $ (1,212 ) Denominator: Basic weighted-average shares outstanding 4,917,087 4,906,440 Effect of dilutive stock options and warrants - - Diluted weighted-average shares outstanding 4,917,087 4,906,440 Net loss per share: Basic $ (0.46 ) $ (0.25 ) Diluted $ (0.46 ) $ (0.25 ) |
Note 5 - Segment Information (T
Note 5 - Segment Information (Tables) | 3 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended May 31, 2015 (In thousands) Exhibition Management RMS Titanic Elimination Total Revenue $ 7,249 $ 292 $ (292 ) $ 7,249 Cost of revenue (exclusive of depreciation and amortization) 5,801 - (292 ) 5,509 Gross profit 1,448 292 - 1,740 Operating expenses: General and administrative 2,607 259 - 2,866 Depreciation and amortization 1,038 - - 1,038 Total Operating expenses 3,645 259 - 3,904 Income/(loss) from operations (2,197 ) 33 - (2,164 ) Other expense (381 ) - - (381 ) Income/(loss) before income tax (2,578 ) 33 - (2,545 ) Income tax expense - - - - Net income/(loss) (2,578 ) 33 - (2,545 ) Less: Net loss attributable to non-controlling interest 268 - - 268 Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. $ (2,310 ) $ 33 $ - $ (2,277 ) Three Months Ended May 31, 2014 (In thousands) Exhibition Management RMS Titanic Elimination Total Revenue $ 7,491 $ 311 $ (311 ) $ 7,491 Cost of revenue (exclusive of depreciation and amortization) 4,718 - (311 ) 4,407 Gross profit 2,773 311 - 3,084 Operating expenses: General and administrative 2,998 297 - 3,295 Depreciation and amortization 1,151 - - 1,151 Gain on disposal of property and equipment (4 ) - - (4 ) Total Operating expenses 4,145 297 - 4,442 Income/(loss) from operations (1,372 ) 14 - (1,358 ) Other expense (5 ) - - (5 ) Income/(loss) before income tax (1,377 ) 14 - (1,363 ) Income tax expense - - - - Net income/(loss) (1,377 ) 14 - (1,363 ) Less: Net loss attributable to non-controlling interest 151 - - 151 Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. $ (1,226 ) $ 14 $ - $ (1,212 ) |
Summary of Assets by Segments [Table Text Block] | May 31, 2015 February 28, 2015 Assets: Exhibition Management $ 32,939 $ 23,374 RMS Titanic 5,350 6,282 Corporate and unallocated 130 600 Total assets $ 38,419 $ 30,256 |
Expenditures for Additions to Long Lived Assets by Segment [Table Text Block] | May 31, 2015 May 31, 2014 Exhibition Management $ 5,166 $ 370 RMS Titanic - - Total capital expenditures $ 5,166 $ 370 |
Note 1 - Background and Basis17
Note 1 - Background and Basis of Presentation (Details) $ in Thousands | Jul. 12, 2012USD ($) | Apr. 20, 2012 | May. 31, 2015 | May. 31, 2014 |
Exhibition Management and RMS Titanic [Member] | ||||
Note 1 - Background and Basis of Presentation (Details) [Line Items] | ||||
Number of Operating Segments | 2 | |||
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 | 8.20% | 10.20% | ||
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 |
Note 2 - Net Loss Per Share (De
Note 2 - Net Loss Per Share (Details) - shares | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 91,167 | 91,167 |
Note 2 - Net Loss Per Share (19
Note 2 - Net Loss Per Share (Details) - Computation of Basic and Diluted Net Income/(Loss) Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Numerator: | ||
Net loss attributable to shareholders (in thousands) | $ (2,277) | $ (1,212) |
Denominator: | ||
Basic weighted-average shares outstanding | 4,917,087 | 4,906,440 |
Diluted weighted-average shares outstanding | 4,917,087 | 4,906,440 |
Net loss per share: | ||
Basic | $ (0.46) | $ (0.25) |
Diluted | $ (0.46) | $ (0.25) |
Note 3 - Notes Payable, Royal20
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) - USD ($) | Sep. 30, 2014 | Apr. 17, 2014 | Jun. 30, 2015 | Mar. 31, 2014 | Oct. 17, 2011 | May. 31, 2015 | May. 31, 2015 | May. 31, 2014 | Feb. 28, 2015 | Apr. 02, 2015 | Apr. 20, 2012 |
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Notes Payable, Current | $ 11,693,000 | $ 11,693,000 | $ 8,190,000 | ||||||||
Payments to Acquire Property, Plant, and Equipment | 5,166,000 | $ 370,000 | |||||||||
Accrued Royalties, Current | 268,000 | 268,000 | 413,000 | ||||||||
Accrued Royalties, Noncurrent | 207,000 | 207,000 | 301,000 | ||||||||
Capital Lease Obligations | 290,000 | 290,000 | |||||||||
Capital Lease Obligations, Current | 72,000 | 72,000 | 31,000 | ||||||||
Capital Lease Obligations, Noncurrent | 267,000 | 267,000 | 32,000 | ||||||||
Worldwide Licensing and Merchandising Inc [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
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% | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 1,377,000 | ||||||||||
Notes Payable, Current | 193,000 | 193,000 | |||||||||
Arts and Exhibitions International LLC [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||||||||||
AEG Live, LLC [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
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% | ||||||||||
Debt Instrument Decrease Repayment | $ 338,000 | ||||||||||
Accrued Royalties, Current | 268,000 | 268,000 | |||||||||
Accrued Royalties, Noncurrent | 207,000 | 207,000 | |||||||||
AEG Live, LLC [Member] | Calendar Year 2014 [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Minimum Management Fee | $ 500,000 | ||||||||||
AEG Live, LLC [Member] | Calendar Year 2015 [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Minimum Management Fee | 125,000 | ||||||||||
AEG Live, LLC [Member] | Calendar Year 2016 [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Minimum Management Fee | $ 125,000 | ||||||||||
Investor Group [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Convertible Debt, Maximum Borrowing Capacity | $ 13,500,000 | ||||||||||
Proceeds from Convertible Debt | 11,500,000 | ||||||||||
Investor Group [Member] | Merger Agreement with DK [Member] | Subsequent Event [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 2,000,000 | ||||||||||
Investor Group [Member] | Short-term notes Payable [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Convertible Debt, Current | 11,500,000 | 11,500,000 | |||||||||
Secured Promissory Note and Guarantee [Member] | Two Affiliates of Pentwater Capital Management LP [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Notes Payable, Current | $ 8,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Note Payable, Closing Fee, Percentage | 3.00% | ||||||||||
Deferred Finance Costs, Noncurrent, Gross | $ 388,000 | ||||||||||
Convertible Debt, to Repay Existing Debt [Member] | Investor Group [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Convertible Debt, Maximum Borrowing Capacity | 8,000,000 | ||||||||||
Proceeds from Convertible Debt | 8,000,000 | ||||||||||
Convertible Debt, for Corporate Purposes [Member] | Investor Group [Member] | Merger Agreement with DK [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Convertible Debt, Maximum Borrowing Capacity | $ 5,500,000 | ||||||||||
Proceeds from Convertible Debt | $ 3,500,000 | ||||||||||
Convertible Debt, for Corporate Purposes [Member] | Investor Group [Member] | Merger Agreement with DK [Member] | Subsequent Event [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 2,000,000 | ||||||||||
Future Rights Fees [Member] | AEG Live, LLC [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Impairment of Intangible Assets, Finite-lived | $ 2,700,000 | ||||||||||
Fair Value, Inputs, Level 3 [Member] | AEG Live, LLC [Member] | |||||||||||
Note 3 - Notes Payable, Royalty Payable and Capital Lease Obligations (Details) [Line Items] | |||||||||||
Fair Value Inputs, Discount Rate | 12.00% |
Note 4 - Legal Proceedings an21
Note 4 - Legal Proceedings and Contingencies (Details) | Apr. 24, 2015USD ($) | Apr. 03, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 17, 2014USD ($) | Dec. 07, 2014USD ($) | Dec. 04, 2014USD ($) | May. 08, 2014USD ($) | Feb. 14, 2014USD ($) | Nov. 10, 2011USD ($) | Aug. 12, 2010USD ($) | Apr. 30, 2011USD ($) | May. 31, 2015USD ($) | May. 31, 2015USD ($) | Nov. 30, 2011USD ($) | Aug. 15, 2011USD ($) | Jan. 31, 2006 |
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Minimum Quarterly Reserve Fund Payments Required | $ 25,000 | |||||||||||||||
Reserve Fund Required | $ 5,000,000 | |||||||||||||||
Reserve Fund Balance | $ 383,000 | $ 383,000 | $ 25,000 | |||||||||||||
Quarterly Payment of Trust Account | 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 | 220,000 | 220,000 | |||||||||||||
Litigation Settlement, Amount | $ 725,000 | |||||||||||||||
Artifacts [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Recovery of Artifacts | 3,000 | |||||||||||||||
Fair Market Value Of Artifacts, Percentage Awarded | 100.00% | |||||||||||||||
Fair Market Value of Artifacts | $ 110,000,000 | |||||||||||||||
Non Payment of License Fee | $ 800,000 | |||||||||||||||
Litigation Settlement, Expense | $ 375,000 | |||||||||||||||
Net Receivable from Litigation | 11,000 | 11,000 | ||||||||||||||
Allowance for Doubtful Accounts Receivable, Current | $ 210,000 | 210,000 | ||||||||||||||
One Nine Eight Seven Artifacts [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Number of Artifacts | 2,000 | 2,000 | ||||||||||||||
Post One Nine Eight Seven Artifacts [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Number of Artifacts | 3,500 | |||||||||||||||
Internal Revenue Service (IRS) [Member] | Earliest Tax Year [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Open Tax Year | 2,011 | |||||||||||||||
Internal Revenue Service (IRS) [Member] | Latest Tax Year [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Open Tax Year | 2,014 | |||||||||||||||
License Agreement with Seaventures [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount | $ (425,000) | |||||||||||||||
License Agreement with Seaventures [Member] | April 10, 2015 Litigation Payment [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount | (75,000) | |||||||||||||||
License Agreement with Seaventures [Member] | March 1, 2016 Litigation Payment [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount | (100,000) | |||||||||||||||
License Agreement with Seaventures [Member] | March 1, 2017 Litigation Payment [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount | (100,000) | |||||||||||||||
License Agreement with Seaventures [Member] | March 1, 2018 Litigation Payment [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount | (150,000) | |||||||||||||||
License Agreement with Seaventures [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Estimated Litigation Liability | 344,000 | $ 278,000 | $ 278,000 | |||||||||||||
Estimated Litigation Liability, Discount | $ 81,000 | |||||||||||||||
Estimated Litigation Liability, Discount Rate | 12.00% | |||||||||||||||
State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Income Tax Examination, Estimate of Possible Loss | $ 374,000 | |||||||||||||||
Minimum [Member] | Image Quest Worldwide, Counterclaim [Member] | Subsequent Event [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 10,000 | |||||||||||||||
Minimum [Member] | Trademark Infringement [Member] | ||||||||||||||||
Note 4 - Legal Proceedings and Contingencies (Details) [Line Items] | ||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 1,000,000 |
Note 5 - Segment Information (D
Note 5 - Segment Information (Details) $ in Thousands | 3 Months Ended | |
May. 31, 2015USD ($) | May. 31, 2014USD ($) | |
Note 5 - Segment Information (Details) [Line Items] | ||
Number of Reportable Segments | 2 | |
Revenue, Net | $ 7,249 | $ 7,491 |
Foreign Exhibitions [Member] | ||
Note 5 - Segment Information (Details) [Line Items] | ||
Revenue, Net | 595 | 763 |
RMS Titanic [Member] | ||
Note 5 - Segment Information (Details) [Line Items] | ||
Revenue, Net | $ 292 | $ 311 |
Note 5 - Segment Information 23
Note 5 - Segment Information (Details) - Statements of Operations by Segment - USD ($) $ in Thousands | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 7,249 | $ 7,491 |
Cost of revenue (exclusive of depreciation and amortization) | 5,509 | 4,407 |
Gross profit | 1,740 | 3,084 |
Operating expenses: | ||
General and administrative | 2,866 | 3,295 |
Depreciation and amortization | 1,038 | 1,151 |
Gain on disposal of property and equipment | (4) | |
Total operating expenses | 3,904 | 4,442 |
Income/(loss) from operations | (2,164) | (1,358) |
Other income (expense) | (381) | (5) |
Income/(loss) before income tax | (2,545) | (1,363) |
Net income /(loss) | (2,545) | (1,363) |
Less: Net income / loss attributable to non-controlling interest | 268 | 151 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | (2,277) | (1,212) |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | (292) | (311) |
Cost of revenue (exclusive of depreciation and amortization) | (292) | (311) |
Exhibition Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,249 | 7,491 |
Cost of revenue (exclusive of depreciation and amortization) | 5,801 | 4,718 |
Gross profit | 1,448 | 2,773 |
Operating expenses: | ||
General and administrative | 2,607 | 2,998 |
Depreciation and amortization | 1,038 | 1,151 |
Gain on disposal of property and equipment | (4) | |
Total operating expenses | 3,645 | 4,145 |
Income/(loss) from operations | (2,197) | (1,372) |
Other income (expense) | (381) | (5) |
Income/(loss) before income tax | (2,578) | (1,377) |
Net income /(loss) | (2,578) | (1,377) |
Less: Net income / loss attributable to non-controlling interest | 268 | 151 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | (2,310) | (1,226) |
RMS Titanic [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 292 | 311 |
Gross profit | 292 | 311 |
Operating expenses: | ||
General and administrative | 259 | 297 |
Total operating expenses | 259 | 297 |
Income/(loss) from operations | 33 | 14 |
Income/(loss) before income tax | 33 | 14 |
Net income /(loss) | 33 | 14 |
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. | $ 33 | $ 14 |
Note 5 - Segment Information 24
Note 5 - Segment Information (Details) - Summary of Assets by Segment - USD ($) $ in Thousands | May. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Assets: | |||
Assets | $ 38,419 | $ 36,881 | $ 30,256 |
Exhibition Management [Member] | |||
Assets: | |||
Assets | 32,939 | 23,374 | |
RMS Titanic [Member] | |||
Assets: | |||
Assets | 5,350 | 6,282 | |
Corporate and Unallocated [Member] | |||
Assets: | |||
Assets | $ 130 | $ 600 |
Note 5 - Segment Information 25
Note 5 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment - USD ($) $ in Thousands | 3 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Note 5 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ||
Expenditures by segment | $ 5,166 | $ 370 |
Exhibition Management [Member] | ||
Note 5 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ||
Expenditures by segment | 5,166 | 370 |
RMS Titanic [Member] | ||
Note 5 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items] | ||
Expenditures by segment | $ 0 | $ 0 |
Note 6 - Liquidity and Capita26
Note 6 - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands | Apr. 02, 2015 | May. 31, 2015 | Feb. 28, 2015 | Sep. 30, 2014 |
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Notes Payable, Current | $ 11,693 | $ 8,190 | ||
Secured Promissory Note and Guarantee [Member] | Two Affiliates of Pentwater Capital Management LP [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Notes Payable, Current | $ 8,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Merger Agreement with DK [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Repayments of Debt | $ 8,000 | |||
Merger Breakup Fee | $ 1,000 | |||
Merger Agreement with DK [Member] | Investor Group [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Convertible Debt, Maximum Borrowing Capacity | $ 13,500 | |||
Proceeds from Convertible Debt | 11,500 | |||
Merger Agreement with DK [Member] | Convertible Debt, to Repay Existing Debt [Member] | Investor Group [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Convertible Debt, Maximum Borrowing Capacity | 8,000 | |||
Proceeds from Convertible Debt | 8,000 | |||
Merger Agreement with DK [Member] | Convertible Debt, for Corporate Purposes [Member] | Investor Group [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Convertible Debt, Maximum Borrowing Capacity | $ 5,500 | |||
Proceeds from Convertible Debt | $ 3,500 | |||
Maximum [Member] | Merger Agreement with DK [Member] | ||||
Note 6 - Liquidity and Capital Resources (Details) [Line Items] | ||||
Ownership Percentage of Combined Entity by Former Shareholders of Merged Entity | 24.00% |
Note 7 - Merger Agreement (Deta
Note 7 - Merger Agreement (Details) | Apr. 02, 2015 |
Merger Agreement with DK [Member] | Scenario, Forecast [Member] | |
Note 7 - Merger Agreement (Details) [Line Items] | |
Ownership Percentage of Combined Entity by Investor Group and Former Shareholders of Merged Entity | 47.00% |
Note 8 - Consulting Agreement28
Note 8 - Consulting Agreement with Samuel S. Weiser (Details) - Former Board of Director's Chairman and CEO [Member] | Apr. 02, 2015USD ($) |
Consulting Fees for Former CEO and Chairman Post Resignation, in Aggregate [Member] | |
Note 8 - Consulting Agreement with Samuel S. Weiser (Details) [Line Items] | |
Related Party Transaction, Amounts of Transaction | $ 300,000 |
Monthly Payments of Consulting Fees for Former Chairman and CEO [Member] | |
Note 8 - Consulting Agreement with Samuel S. Weiser (Details) [Line Items] | |
Related Party Transaction, Amounts of Transaction | $ 20,000 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) - Merger Agreement with DK [Member] - Investor Group [Member] - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended |
Jun. 30, 2015 | May. 31, 2015 | |
Note 9 - Subsequent Events (Details) [Line Items] | ||
Proceeds from Convertible Debt | $ 11.5 | |
Subsequent Event [Member] | ||
Note 9 - Subsequent Events (Details) [Line Items] | ||
Proceeds from Convertible Debt | $ 2 |