PREMIER EXHIBITIONS, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - PREMIER EXHIBITIONS, INC.	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - PREMIER EXHIBITIONS, INC.	exh_312.htm
EX-10.1 - EXHIBIT 10.1 - PREMIER EXHIBITIONS, INC.	exh_101.htm
EX-31.1 - EXHIBIT 31.1 - PREMIER EXHIBITIONS, INC.	exh_311.htm
EX-32.1 - EXHIBIT 32.1 - PREMIER EXHIBITIONS, INC.	exh_321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2014

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-24452

PREMIER EXHIBITIONS, INC.

(Exact name of registrant as specified in its charter)

Florida		20-1424922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3340 Peachtree Road, NE, Suite 900, Atlanta, GA		30326
(Address of principal executive offices)		(Zip Code)

(404) 842-2600

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant's common stock on October 10, 2014 was 49,095,002.

PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

QUARTERLY PERIOD ENDED AUGUST 31, 2014

TABLE OF CONTENTS

Page No.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4. Controls and Procedures.	42

PART II - OTHER INFORMATION
Item 1. Legal Proceedings.	43
Item 1A Risk Factors.	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6. Exhibits.	44

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Premier Exhibitions, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

	August 31, 2014			February 28, 2014
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	3,896		$	3,434
Certificates of deposit and other investments		206			407
Accounts receivable, net of allowance for doubtful accounts of $352 and $392, respectively		1,265			1,331
Merchandise inventory, net of reserve of $17		1,152			1,206
Income taxes receivable		56			263
Prepaid expenses		2,242			2,012
Other current assets		445			381
Total current assets		9,262			9,034

Artifacts owned, at cost		2,890			2,901
Salvor's lien		1			1
Property and equipment, net of accumulated depreciation of $21,471 and $19,799, respectively		8,008			9,287
Exhibition licenses, net of accumulated amortization of $5,953 and $5,857, respectively		1,745			1,841
Film, gaming and other application assets, net of accumulated amortization of $1,413 and $1,101, respectively		1,920			2,233
Other receivables, net of allowance for doubtful accounts of $908 and $892, respectively		-			-
Goodwill		250			250
Future rights fees, net of accumulated amortization of $657 and $438, respectively		3,723			3,942
Restricted cash		364			-
Restricted certificate of deposit		800			-
Deferred income taxes		302			302
Long-term exhibition costs		192			215
Subrogation rights		250			250
Total Assets	$	29,707		$	30,256


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	5,530		$	3,301
Deferred revenue		3,684			3,076
Deferred income taxes		302			302
Current portion of capital lease obligations		40			39
Current portion of royalty payable, net of discount of $66 and $0, respectively		164			-
Current portion of notes payable, net of discount of $0 and $66, respectively		-			170
Total current liabilities		9,720			6,888

Long-Term liabilities:
Lease abandonment		1,209			1,440
Long-term portion of capital lease obligations		43			61
Long-term portion of royalty payable, net of discount of $76		814			-
Long-term portion of notes payable, net of discount of $17 and $134, respectively		183			1,126
Total long-term liabilities		2,249			2,627

Commitment and Contingencies

Shareholders' equity:
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 49,097,011 and 49,044,378 shares, respectively; outstanding 49,095,002 and 49,042,369 shares, respectively		5			5
Additional paid-in capital		54,040			53,822
Accumulated deficit		(38,495	)		(35,630	)
Accumulated other comprehensive loss		(326	)		(326	)
Less treasury stock, at cost; 2,009 shares		(1	)		(1	)
Equity Attributable to Shareholders of Premier Exhibitions, Inc.		15,223			17,870
Equity Attributable to Non-controlling interest		2,515			2,871
Total liabilities and shareholders' equity	$	29,707		$	30,256

The accompanying notes are an integral part of the condensed consolidated financial statements.

Premier Exhibitions, Inc.
Condensed Consolidated Statements of Comprehensive Income/(Loss)
(in thousands, except share and per share data)
(unaudited)

	Three Months Ended August 31,						Six Months Ended August 31,
	2014			2013			2014			2013
Revenue:
Exhibition revenue	$	6,755		$	5,972		$	12,763		$	12,819
Merchandise revenue		1,409			1,659			2,754			3,565
Management fee		133			188			271			375
Total revenue		8,297			7,819			15,788			16,759

Cost of revenue:
Exhibition costs		4,687			3,208			8,508			6,172
Cost of merchandise sold		583			607			1,169			1,290
Total cost of revenue (exclusive of depreciation and amortization shown separately below)		5,270			3,815			9,677			7,462

Gross profit		3,027			4,004			6,111			9,297

Operating expenses:
General and administrative		3,735			3,266			7,030			6,636
Depreciation and amortization		1,149			998			2,300			1,983
Gain on disposal of assets		-			(46	)		(4	)		(74	)
Contract and legal settlements		-			-			-			(297	)
Total operating expenses		4,884			4,218			9,326			8,248

Income/(loss) from operations		(1,857	)		(214	)		(3,215	)		1,049

Interest expense		(21	)		(99	)		(44	)		(237	)
Other income		20			154			38			147

Income/(loss) before income taxes		(1,858	)		(159	)		(3,221	)		959

Income tax benefit		-			(69	)		-			-

Net income/(loss)		(1,858	)		(90	)		(3,221	)		959
Less: Net (income)/loss attributable to non-controlling interest		205			28			356			(50	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,653	)	$	(62	)	$	(2,865	)	$	909

Net income/(loss) per share:
Basic income/(loss) per common share	$	(0.03	)	$	0.00		$	(0.06	)	$	0.02
Diluted income/(loss) per common share	$	(0.03	)	$	0.00		$	(0.06	)	$	0.02

Shares used in basic per share calculations		49,055,706			49,341,009			49,051,196			49,308,901
Shares used in diluted per share calculations		49,055,706			49,341,009			49,051,196			49,503,070

Comprehensive income/(loss)	$	(1,653	)	$	(63	)	$	(2,865	)	$	908

The accompanying notes are an integral part of the condensed consolidated financial statements.

Premier Exhibitions, Inc.

Condensed Consolidated Statements of Cash Flow

(in thousands)

(unaudited)

	Six Months Ended August 31,
	2014			2013
Cash flows from operating activities:
Net income/(loss)	$	(3,221	)	$	959

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,300			1,983
Lease abandonment		(231	)		(267	)
Stock-based compensation		218			151
Allowance for doubtful accounts		16			161
Write-off of deferred financing costs		100			-
Amortization of debt discount		41			232
Gain on disposal of assets		(4	)		(74	)
Changes in operating assets and liabilities:
Decrease in accounts receivable		263			26
(Increase)/decrease in merchandise inventory, net of reserve		54			(187	)
Increase in prepaid expenses		(202	)		(1,130	)
(Increase)/decrease in other current assets		(64	)		54
(Increase)/decrease in income taxes receivable		207			(86	)
Increase in other receivables		(16	)		(127	)
Increase in restricted cash		(149	)		-
(Increase)/decrease in long-term development costs		23			(48	)
Increase in accounts payable and accrued liabilities		2,156			327
Increase/(decrease) in deferred revenue		285			(566	)
Total adjustments		4,997			449
Net cash provided by operating activities		1,776			1,408

Cash flows from investing activities:
Purchases of property and equipment		(393	)		(2,612	)
Proceeds from disposal of assets		4			74
Purchase of restricted certificate of deposit		(800	)		-
Redemption of certificates of deposit		201			-
Decrease in artifacts		11			20
Net cash used in investing activities		(977	)		(2,518	)

Cash flows from financing activities:
Proceeds from option and warrant exercises		-			185
Deferred financing costs		(100	)		-
Payments on capital lease obligations		(17	)		(15	)
Payments on notes payable		(220	)		(130	)
Net cash provided by/(used in) financing activities		(337	)		40

Effects of exchange rate changes on cash and cash equivalents		-			1

Net increase/(decrease) in cash and cash equivalents		462			(1,069	)
Cash and cash equivalents at beginning of period		3,434			6,393
Cash and cash equivalents at end of period	$	3,896		$	5,324

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	11		$	328
Cash paid/(received) during the period for taxes	$	(208	)	$	156
Supplemental disclosure of non-cash investing and financing activities:
Unrealized loss on marketable securities	$	-		$	2
Purchases of property and equipment under capital leases	$	-		$	26
Net assets recognized from execution of royalty agreement	$	31		$	-

The accompanying notes are an integral part of the condensed consolidated financial statements.

PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Background and Basis of Presentation

Description of Business

Premier Exhibitions, Inc. and subsidiaries (the “Company” or “Premier”) is in the business of presenting to the public museum-quality touring exhibitions around the world. Since our establishment, we have developed, deployed and operated unique exhibition products that are presented to the public in exhibition centers, museums and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales.

Titanic Ventures Limited Partnership (“TVLP”), a Connecticut limited partnership, was formed in 1987 for the purpose of exploring the wreck of the Titanic and its surrounding oceanic areas. In May of 1993, R.M.S. Titanic, Inc. (“RMST”) entered into a reverse merger under which RMST acquired all of the assets and assumed all of the liabilities of TVLP and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a wholly-owned subsidiary. Additional wholly-owned subsidiaries were established in order to operate the various domestic and international exhibitions of the Company.

Our exhibitions regularly tour outside the United States of America (“U.S.”). Approximately 13% of our revenues for the three months ended August 31, 2014 compared with 13% for the three months ended August 31, 2013 resulted from exhibition activities outside the U.S. Approximately 12% of our revenues for the six months ended August 31, 2014 compared with 7% for the six months ended August 31, 2013 resulted from exhibition activities outside the U.S. Many of our financial arrangements with our international trade partners are based upon the U.S. dollar which limits the Company’s exposure to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring.

Corporate Structure

Our business has been divided into an exhibition management division and a content division. The content division is the Company’s 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 operations (exhibition division). This includes the operation and management of our Bodies, Titanic, Pirates and Pompeii exhibitions. PEM will also pursue “fee for service” arrangements to manage exhibitions based on content owned or controlled by third parties.

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (“Newco”), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce including the exhibit “One Day in Pompeii”, which is currently being toured by the Company. The Company will operate any such additional properties through its exhibition management subsidiary. Subsequent to the asset purchase, Newco changed its name to Arts and Exhibitions International, LLC.

On July 12, 2012, the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand. As part of the acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to “Tutankhamun and the Golden Age of the Pharaohs”, “Cleopatra: The Exhibition” and “Real Pirates”. These merchandising rights are operated under our Premier Merchandising, LLC subsidiary.

The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Operations (PEM) and Content Management (RMST).

Basis of Presentation

When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting. Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2014. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of August 31, 2014, our results of operations for the three and six months ended August 31, 2014 and 2013 and cash flows for the six months ended August 31, 2014 and 2013. The data in the consolidated balance sheet as of February 28, 2014 was derived from our audited consolidated balance sheet as of February 28, 2014, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2014. The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions. Our operating results for the three and six months ended August 31, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2015 (“fiscal 2015”).

Significant Accounting Policies

For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2014 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2014 Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

Recent Accounting Pronouncements

Recently Adopted

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists in Accounting Standards Update 2013-11 (ASU 2013-11)

In July of 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward Exists,” which requires tax benefits to be presented in the financial statement as a reduction to deferred tax asset for a net operating loss carryforward or a tax credit carryforward. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Update 2014-08 (ASU 2014-08)

In April of 2014, FASB issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. The adoption of the pronouncement is not anticipated to have a material impact on our consolidated financial statements. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures.

Recently Issued

Revenue from Contracts with Customers Update 2014-09 (ASU 2014-09)

In May of 2014, FASB issued Accounting Standards Update No. 2014-09 that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for the Company beginning in the first fiscal quarter of 2018. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements.

Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15)

In August 2014, FASB issued Accounting Standards Update No. 2014-15 Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements--Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements.

Income/(Loss) Per Share Data

Basic per share amounts exclude dilution and are computed using the weighted average number of common shares outstanding for the period. Diluted per share amounts reflect the potential reduction in earnings per share that could occur if equity based awards were exercised or converted into common stock, unless the effects are anti-dilutive (i.e., the exercise price is greater than the average market price of the common shares). Potential common shares are determined using the treasury stock method and include common shares issuable upon exercise of outstanding stock options and warrants.

The following table sets forth the computation of basic and diluted net income/(loss) per share.

	Three Months Ended August 31,						Six Months Ended August 31,
	2014			2013			2014			2013

Numerator:
Net income/(loss) attributable to shareholders (in thousands)	$	(1,653	)	$	(62	)	$	(2,865	)	$	909

Denominator:
Basic weighted-average shares outstanding		49,055,706			49,341,009			49,051,196			49,308,901
Effect of dilutive stock options and warrants		-			-			-			194,169
Diluted weighted-average shares outstanding		49,055,706			49,341,009			49,051,196			49,503,070

Net income/(loss) per share:
Basic	$	(0.03	)	$	0.00		$	(0.06	)	$	0.02
Diluted	$	(0.03	)	$	0.00		$	(0.06	)	$	0.02

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 shares are reflected in the following table.

	Three Months Ended August 31,				Six Months Ended August 31,
	2014		2013		2014		2013

Warrants		-		6,000		-		6,000
Stock options		911,663		911,663		911,663		361,663
Total		911,663		917,663		911,663		367,663

Assets Related to 2010 Expedition to Titanic Wreck Site

During August and September 2010, our wholly owned subsidiary RMST, as Salvor-In-Possession of the RMS Titanic (the “Titanic”) and its wreck site, conducted an expedition to the Titanic wreck site.

We have capitalized $4.5 million of costs related to the expedition, discussed in more detail below, which have been allocated to specific assets as reflected in the following table (in thousands).

	August 31, 2014			February 28, 2014
3D film	$	1,817		$	1,817
3D exhibitry		857			857
2D documentary		631			631
Gaming and other application		886			886
Expedition web point of presence		317			317
Total expedition costs capitalized		4,508			4,508
Less: Accumulated amortization		(1,413	)		(1,101	)
Accumulated depreciation		(732	)		(645	)
Expedition costs capitalized, net	$	2,363		$	2,762

All assets are being depreciated or amortized. The web point of presence and 3D exhibitry assets are included in Property and equipment on the Condensed Consolidated Balance Sheets. The 3D film, 2D documentary, gaming and other application assets are included in Film, gaming and other application assets on the Condensed Consolidated Balance Sheets.

Notes 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.

As of August 31, 2014, the short-term portion of the note payable was $0 and the long-term portion was $183 thousand which is payable in the fourth quarter of fiscal 2016. The long-term portion payable relates to rental and other arrearages payable on behalf of Worldwide.

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 providing for modified future payments to AEG with respect to bookings of acquired exhibitions. Pursuant to the Revenue Payment Agreement, going forward PEM will make royalty payments to AEG equal to (a) 90% of net revenues from future bookings and (b) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net Revenues” are determined after deduction by PEM of the direct expenses of operating the exhibitions. Pursuant to the Revenue Payment Agreement, AEG will pay to PEM a management fee of 10% of gross revenues (after deducting any booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $500,000 in calendar year 2014; and $125,000 in calendar years 2015 and 2016.

We considered the accounting guidance in ASC 805, 405, and 470 when evaluating the accounting for the note cancellation and execution of the revenue payment agreement. We note that there was no substantive modification of the obligations under the Note that were made in connection with the cancellation of the Note and the execution of the revenue payment agreement. Accordingly, we do not believe the note was settled and therefore the royalty obligation will continue to be remeasured each period until it is ultimately settled.

Beginning in the first fiscal quarter of 2015, revenues, expenses, assets, and liabilities related to these exhibitions are recorded on a gross reporting basis in the Company’s consolidated financial statements since we are now the primary obligor under these agreements, are fulfilling the customer agreements with assets that the Company has all rights and title to, rather than acting in a management capacity as it was prior to the amendment, have latitude to determine pricing and retain future profits from the arrangement with customers, and retain the credit risk with customers. The majority of the assets and liabilities added as a result of this change are restricted cash, accounts receivable, and deferred revenue.

As of August 31, 2014, the short-term portion of the royalty payable was $164 thousand and the long-term portion was $814 thousand.

Capital lease obligations

The Company leases certain computer and security equipment under capital leases. As of August 31, 2014, the balance sheet reflects the short-term portion of capital lease obligations of $40 thousand and the long-term portion of $43 thousand.

Legal Proceedings and Contingencies

Status of Salvor-in-Possession and Interim Salvage Award Proceedings

The Company has been party to a salvage case titled RMS Titanic, Inc. v. The Wrecked and Abandoned Vessel, et al., in rem for nearly 20 years. The Company has served as sole salvor-in-possession of the Titanic wreck site since 1994. On August 12, 2010, the U. S. District Court for the Eastern District of Virginia (the “District Court”) issued an opinion granting a salvage award to RMST based upon the Company’s work in recovering and conserving over three thousand artifacts from the wreck of Titanic during its expeditions conducted in 1993, 1994, 1996, 1998, 2000, and 2004 (the “Post 1987 Artifacts”). The Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. The District Court reserved the right to determine whether to pay the Company a cash award from proceeds derived from a judicial sale, or in the alternative, to issue the Company an in-specie award of title to the artifacts with certain covenants and conditions which would govern their maintenance and future disposition.

On August 15, 2011, the District Court granted an in-specie award of title to the artifacts to RMST for the Post 1987 Artifacts. Title to the Post 1987 Artifacts comes with certain covenants and conditions drafted and negotiated by the Company and the United States government. These covenants and conditions govern the maintenance and future disposition of the artifacts. These covenants and conditions include the following:

The approximately 2,000 “1987 Artifacts" and the approximately 3,500 "Post 1987 Artifacts" must be maintained as a single collection;
The combined collections can only be sold together, in their entirety, and any buyer of the assets would be subject to the same conditions applicable to RMST and the purchase subject to court approval; and
RMST must comply with provisions that guarantee the long-term protection of all of the artifacts. These provisions include the creation by RMST of a reserve fund (the “Reserve Fund”). The Reserve Fund is irrevocably pledged to and held for the exclusive purpose of providing a performance guarantee for the maintenance and preservation of the Titanic collection for the public interest. The Company will pay into the Reserve Fund a minimum of twenty five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Reserve Fund equals five million dollars ($5 million). Though not required under the covenants and conditions, the Company may make additional payments into the Reserve Fund as it deems appropriate, consistent with its prior representations to the Court and sound fiscal operations. The Company established the Reserve Fund and funded it with $25 thousand during November 2011 and continues to fund it with quarterly $25 thousand payments. The balance in the Reserve Fund as of August 31, 2014 is $308 thousand, including interest income.

During these proceedings, on July 2, 2004, the District Court also rendered an opinion and order in which it held that it would not recognize a 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition (the “1987 Artifacts”). RMST appealed the July 2, 2004 District Court order to the Appellate Court. On January 31, 2006, the Appellate Court reversed the lower court’s decision to invalidate the 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition. As a result, the Appellate Court tacitly reconfirmed that RMST owns the approximately 2,000 artifacts recovered during the 1987 expedition. These artifacts were not part of the August 2011 award, but are now subject to certain of the covenants and conditions agreed to by the Company.

Status of International Treaty Concerning the Titanic Wreck

The U.S. Department of State (the “State Department”) and the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce (“NOAA”) are working together to implement an international treaty (the “Treaty”) with the governments of the United Kingdom, France and Canada concerning the Titanic wreck site. If implemented in this country, this treaty could affect the way the District Court monitors our salvor-in-possession rights to the Titanic. These rights include the exclusive right to recover artifacts from the wreck site, claim possession of and perhaps title to artifacts recovered from the site, and display recovered artifacts. Years ago we raised objections to the State Department regarding the participation of the U.S. in efforts to reach an agreement governing salvage activities with respect to the Titanic. The proposed Treaty, as drafted, did not recognize our existing salvor-in-possession rights to the Titanic. The United Kingdom signed the Treaty in November 2003, and the U.S. signed the Treaty in June 2004. For the Treaty to take effect, the U.S. must enact implementing legislation. As no implementing legislation has been passed, the Treaty currently has no binding legal effect.

In August 2011, the State Department and NOAA resubmitted draft legislation to Congress. Since that time, RMST has worked with the U.S. government to develop a number of textual modifications to this proposed implementing legislation to address the Company’s concerns. The proposed legislation has not passed and for now the legislation process has stalled.

Other Litigation

On February 26, 2013, the Company filed suit in the U.S. District Court for the Northern District of Georgia, Atlanta Division against Thomas Zaller and his companies, Imagine Exhibitions, Inc. and Imagine Exhibitions, PTE, LTD. Mr. Zaller is a former executive of the Company. The suit alleges that Mr. Zaller and his companies fraudulently obtained certain of the Company’s confidential and proprietary intellectual property related to the design of its Titanic exhibitions. The Company claims that Mr. Zaller and his companies unlawfully used such property in the development of their own competing Titanic exhibition which was presented this year at the Venetian Macau, and which is now being marketed around the world. In the suit, the Company makes claims against Mr. Zaller personally for conversion, breach of contract, and misappropriation of trade secrets under Georgia law. The Company makes claims against Mr. Zaller and his companies for unjust enrichment, fraud, fraudulent inducement, and trade dress violations under the Lanham Act. The Company has sued for unspecified damages. The case is still in discovery and the outcome of the case is not readily determinable at this time.

On April 22, 2013, Kingsmen Exhibits PTE, LTD. filed suit against the Company in the High Court of the Republic of Singapore. This suit followed extensive correspondence between the Company and the Kingsmen companies regarding the allegations of wrongdoing by the Kingsmen companies, along with their partners Thomas Zaller and his companies. Kingsmen seeks a judgment declaring that they did not violate the Singapore Copyright Act and the Singapore Trademark Act and prohibiting the Company from continuing to make claims that Kingsmen infringed the Company’s copyrights and trademarks. Kingsmen also seeks unspecified damages from the Company related to actions taken by the Company to protect its confidential and proprietary intellectual property. On December 18, 2013, the Company filed a counterclaim against Kingsmen Exhibits PTE, LTD. in this lawsuit. In the counterclaim, the Company alleges that Kingsmen unlawfully competed against the Company in the development and operation of its competing Titanic exhibition. Specifically, the Company alleges that Kingsmen infringed on its copyrights by unlawfully obtaining and using the Company’s design files to build its exhibitions. The Company seeks to enjoin Kingsmen from continuing to infringe on its rights, and for unspecified damages related to the infringement. The case is still in its early stages and the outcome of the case is not readily determinable at this time.

On February 14, 2014, SeaVentures, LTD. filed suit against the Company in the Circuit Court for the Ninth Judicial District in Orange County, Florida. The suit alleges that the Company breached a contract with SeaVentures under which we were required to present one or more Titanic exhibitions jointly presenting Titanic artifacts and artifacts recovered from the RMS Carpathia which are owned by SeaVentures, LTD. SeaVentures seeks $743 thousand plus interest and costs. The case is now in discovery and the outcome of the case is not readily determinable at this time.

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 August 31, 2014, a receivable of $28 thousand, net of allowance for doubtful accounts of $193 thousand, is included in the Company’s accounts receivable.

On August 5, 2011, the Company filed suit in the U.S. District Court for the Southern District of New York against Gunther Von Hagens and his company, Plastination Company, Inc. The suit alleged that Von Hagens and Plastination breached a settlement agreement with the Company, tortiously interfered with the Company’s business, conspired against the Company and engaged in unfair competition practices. These claims related to information Von Hagens and Plastination provided to ABC News and other third-parties about the origin of the human anatomy specimens licensed by the Company and used in its human anatomy exhibitions. The Company sued for unspecified damages. On April 23, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. The proceeds related to this settlement were received in the first quarter of fiscal 2014 and is reflected in the six months ended August 31, 2013 consolidated statement of operations.

On April 29, 2013, the Company filed suit in the U.S. District Court for the Middle District of Florida, Jacksonville Division against Kingsmen Creatives, LTD, and Kingsmen Exhibits PTE, LTD. Kingsmen Creatives is a publicly traded Singapore based design company and is traded on the Singapore Exchange. Kingsmen Exhibits PTE, LTD. is a wholly-owned subsidiary of Kingsmen Creatives, LTD. and designs exhibition and museum properties. The Kingsmen companies partnered with Thomas Zaller and his companies in development of their competing Titanic exhibition. The Company alleges that the Kingsmen companies participated in an unlawful conspiracy with Thomas Zaller and his companies which caused injury to the Company. The Company also made claims against the Kingsmen companies for conversion, misappropriation of trade secrets under Florida law, unjust enrichment, and trade dress violations under the Lanham Act. The Company sued for unspecified damages. The court recently ruled that it lacked personal jurisdiction over Kingsmen Creatives, LTD and Kingsmen Exhibits PTE, LTD. and dismissed the case. On September 2, 2014, the United States Court of Appeals for the 11^thCircuit affirmed the District Court’s dismissal of the case for lack of personal jurisdiction. The matter is now concluded.

Revenue and Sales and Use Tax Examinations

As of May 31, 2014, the Internal Revenue Service (“IRS”) completed its examination of the Company’s federal tax returns for the fiscal years ended February 28 (29), 2010, 2009, 2008 and 2007, with no significant adjustments required. The tax years February 28 (29), 2011-2014 remain open to IRS examination. In addition to the review by the IRS, the Company is, at times, under review by various state revenue authorities.

As of May 8, 2014, the State of New York has completed its most recent examination of the Company’s sales and use tax returns for all periods through May 31, 2012. The State of New York has assessed additional sales and use tax of approximately $374 thousand, including interest of $93 thousand, of which $37 thousand is accrued in the Company’s financial statements as of August 31, 2014. The Company is appealing the remaining balance assessed by the State of New York as it relates to license payments for our Bodies exhibitions. The Company’s position is that it is not liable to pay these taxes.

The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate outcome of these actions will not have a material adverse effect on the Company’s financial condition.

Purchase and Registration Rights Agreements

On October 31, 2011, the Company and Lincoln Park Capital Fund, LLC (“LPC”), entered into a Purchase Agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), whereby the Company has the right to sell, at its sole discretion, to LPC up to $10 million of the Company’s common stock, over a 36-month period (any such shares sold being referred to as the “Purchase Shares”). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the Purchase Shares and the Commitment Shares (as defined below).

The registration statement filed pursuant to the Registration Rights Agreement has been declared effective by the SEC. The Company generally now has the right, but not the obligation, over a 36-month period, to direct LPC to periodically purchase the Purchase Shares in specific amounts under certain conditions at the Company’s sole discretion. The purchase price for the Purchase Shares will be the lower of (i) the lowest trading price on the date of sale or (ii) the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date. However, we cannot sell shares under this agreement if our share price is below $1. In no event, however, will the Purchase Shares be sold to LPC below the floor price as defined in the LPC Purchase Agreement. This agreement expires in accordance with its terms on October 31, 2014.

In consideration for entering into the purchase agreement between the Company and LPC dated May 20, 2011, the Company issued to LPC 149,165 shares of common stock as an initial commitment fee. Under the October 30, 2011 Purchase Agreement, the Company is also required to issue up to 149,165 shares of common stock as commitment shares on a pro rata basis as the Company directs LPC to purchase the Company’s shares under the Purchase Agreement. The LPC Purchase Agreement may be terminated by the Company at any time at the Company’s discretion without any cost to the Company. The proceeds that may be received by the Company under the LPC Purchase Agreement are expected to be used for general corporate purposes, including working capital.

Under the LPC Purchase Agreement, the Company has agreed that, subject to certain exceptions, it will not, during the term of the LPC Purchase Agreement, effect or enter into an agreement to effect any issuance of common stock or securities convertible into, exercisable for or exchangeable for common stock in a “Variable Rate Transaction,” which means a transaction in which the Company:

issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the common stock; or

enters into any agreement, including, but not limited to, an equity line of credit, whereby it may sell securities at a future determined price.

The Company has also agreed to indemnify LPC against certain losses resulting from its breach of any of its representations, warranties or covenants under the agreements with LPC.

During the year ended February 29, 2012, the Company sold 275,000 shares for $634,675 and issued 158,632 commitment shares under this agreement. No shares have been issued or sold since that time.

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, Real Pirates, Extreme Dinosaurs, The Discovery of King Tut, Pompeii and Titanic (through an inter-company agreement with RMST), 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 $1.1 million and $1.0 million for the three months ended August 31, 2014 and 2013, respectively and $1.8 million and $1.2 million for the six months ended August 31, 2014 and 2013, respectively. The Company’s foreign exhibitions are all touring. As such, the concentration of foreign income in any period is fluid and changes as exhibitions are moved, normally every four to six months.

All reported revenues were derived from external customers, with the exception of $316 thousand and $627 thousand reported for the RMS Titanic segment for the three months and six months ended August 31, 2014, respectively and $493 thousand and $1.1 million for the three months and six months ended August 31, 2013, respectively. This revenue represents a royalty fee paid by the Exhibition Management segment for the use of Titanic assets in its exhibits, and is reflected as a corresponding cost of revenue in the Exhibition Management segment. Revenue earned and expenses charged between segments are eliminated in consolidation.

Certain corporate expenses are allocated based on intercompany agreements between PRXI, PEM and RMST for shared services.

The following tables reflect the condensed consolidated statements of operations for the three and six months ended August 31, 2014 and 2013 by segment (in thousands):

	Three Months August 31, 2014
	(In thousands)

	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	8,297		$	316		$	(316	)	$	8,297
Cost of revenue (exclusive of depreciation and amortization)		5,586			-			(316	)		5,270
Gross profit		2,711			316			-			3,027
Operating expenses:
General and administrative		3,398			337			-			3,735
Depreciation and amortization		1,149			-			-			1,149
Gain on disposal of assets		-			-			-			-
Total Operating expenses		4,547			337			-			4,884
Loss from operations		(1,836	)		(21	)		-			(1,857	)
Other expense		(1	)		-			-			(1	)
Loss before income tax		(1,837	)		(21	)		-			(1,858	)
Income tax expense/(benefit)		-			-			-			-
Net loss		(1,837	)		(21	)		-			(1,858	)
Less: Net loss attributable to non-controlling interest		205			-			-			205
Net loss attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,632	)	$	(21	)	$	-		$	(1,653	)

	Three Months Ended August 31, 2013
	(In thousands)

	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	7,819		$	493		$	(493	)	$	7,819
Cost of revenue (exclusive of depreciation and amortization)		4,308			-			(493	)		3,815
Gross profit		3,511			493			-			4,004

Operating expenses:
General and administrative		2,965			301			-			3,266
Depreciation and amortization		996			2			-			998
Gain on disposal of property and equipment		(46	)		-			-			(46	)
Total Operating expenses		3,915			303			-			4,218

Income/(loss) from operations		(404	)		190			-			(214	)

Other income		55			-			-			55

Income/(loss) before income tax		(349	)		190			-			(159	)

Income tax expense/(benefit)		(53	)		(16	)		-			(69	)

Net income /(loss)		(296	)		206			-			(90	)
Less: Net loss attributable to non-controlling interest		28			-			-			28
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(268	)	$	206		$	-		$	(62	)

	Six Months Ended August 31, 2014
	(In thousands)

	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	15,788		$	627		$	(627	)	$	15,788
Cost of revenue (exclusive of depreciation and amortization)		10,304			-			(627	)		9,677
Gross profit		5,484			627			-			6,111

Operating expenses:
General and administrative		6,396			634			-			7,030
Depreciation and amortization		2,300			-			-			2,300
Gain on disposal of assets		(4	)		-			-			(4	)
Total Operating expenses		8,692			634			-			9,326

Loss from operations		(3,208	)		(7	)		-			(3,215	)

Other expense		(6	)		-			-			(6	)

Loss before income tax		(3,214	)		(7	)		-			(3,221	)

Income tax expense/(benefit)		-			-			-			-

Net loss		(3,214	)		(7	)		-			(3,221	)
Less: Net loss attributable to non-controlling interest		356			-			-			356
Net loss attributable to the shareholders of Premier Exhibitions, Inc.	$	(2,858	)	$	(7	)	$	-		$	(2,865	)

	Six Months Ended August 31, 2013
	(In thousands)

	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	16,759		$	1,126	$	(1,126	)	$	16,759
Cost of revenue (exclusive of depreciation and amortization)		8,588			-		(1,126	)		7,462
Gross profit		8,171			1,126		-			9,297

Operating expenses:
General and administrative		6,030			606		-			6,636
Depreciation and amortization		1,930			53		-			1,983
Gain on disposal of property and equipment		(74	)		-		-			(74	)
Contract and legal settlements		(297	)		-		-			(297	)
Total Operating expenses		7,589			659		-			8,248

Income from operations		582			467		-			1,049

Other income		(90	)		-		-			(90	)

Income before income tax		492			467		-			959

Income tax expense/(benefit)		-			-		-			-

Net income		492			467		-			959
Less: Net income attributable to non-controlling interest		(50	)		-		-			(50	)
Net income attributable to the shareholders of Premier Exhibitions, Inc.	$	442		$	467	$	-		$	909

The assets in the Exhibition Management segment include exhibitry, leasehold improvements, venue license agreements, and other assets necessary for operation of the Company’s exhibitions and its merchandising division. The RMS Titanic segment contains all of the Titanic assets (other than the Orlando “Titanic: The Experience” exhibition and certain Titanic exhibition venue license agreements entered into by PEM), including title to all of the recovered artifacts in the Company’s possession and all related intellectual property (video, photos, maps, etc.). The Company’s assets by segment are reflected in the following table (in thousands):

	As of
	August 31,2014		February 28, 2014

Exhibition Management	$	23,431	$	23,374
RMS Titanic		5,908		6,282
Corporate and unallocated		368		600
Total assets	$	29,707	$	30,256

Expenditures for additions to long-lived assets by segment for the six months ended August 31, 2014 and 2013, respectively are reflected in the table below (in thousands):

	Six Months Ended August 31,
	2014		2013

Exhibition Management	$	393	$	2,612
RMS Titanic		-		-
Total capital expenditures	$	393	$	2,612

Consignment agreement and RMS Titanic Sale

The Company was party to a Consignment Agreement with Guernsey's auction house to sell the Company's Titanic artifacts and related intellectual property. If and when a transaction is closed, the Company would be required to pay Guernsey's a fee of up to 8% of the sale price if a purchase agreement is entered into within 60 days of the auction deadline, and up to 4% of the sale price if a purchase agreement was entered into thereafter. The actual amount of the commission would have depended on the sale price, identity of the purchasing party and the date when the sale was closed. The obligation to pay a fee to Guernsey’s for a Titanic artifact sale has ended pursuant to the terms of the agreement. In addition, if a transaction to sell the Titanic artifact collection was closed, the Company may have been required to pay a Transaction Bonus to Christopher Davino, former President of RMS Titanic, Inc., dependent upon the sale price, identity of the purchasing party and the date when the sale is closed. The obligation to pay a transaction bonus to Mr. Davino has ended. In addition, the Company expects to incur other legal, accounting and investment banking expenses if and when a sale of the Titanic artifacts is completed. Prepaid fees related to the auction and professional fees related to the sale to the Consortium totaled $666 thousand and were written-off in the third quarter of fiscal 2014.

The Company’s Board has authorized management to pursue other strategic alternatives. The Board is working to evaluate all options available to maximize shareholder value. The Company has retained JP Morgan Securities as its advisor to assist the Board in evaluating other strategic alternatives. There is no guarantee that a transaction or series of transactions will result from this process.

Commitment and Contingencies

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 37^th and 38^th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square. The Company has signed an Exhibit Promoter Agreement to present Saturday Night Live: The Experience which will open in our New York City location. Specific information about the other exhibition that will be opening in the space will be released at a later date. In the first fiscal quarter of fiscal 2015, we purchased a $800 thousand certificate of deposit and pledged it as collateral for this lease. An additional $900 thousand in collateral is due in the first fiscal quarter of 2016. The lease commenced in July 2014 and we anticipate the Company will begin presenting exhibitions in the leased space during the fiscal first quarter of 2016. Total future minimum payments under this lease are approximately $45.8 million.

10.

Liquidity and Capital Resources

The Company’s operations have been financed primarily through cash flow from operations and existing cash. The Company has incurred net losses for the majority of the past several years. Moving forward, the Company faces the potential for significant cash outflows in the near term based on the New York City lease, leasehold improvements of the leased space and new content development.

On September 30, 2014, Premier Exhibitions, Inc. entered into a short-term Secured Promissory Note and Guarantee with each of two affiliates of Pentwater Capital Management LP. Together the Notes provide for a loan to the Company in the aggregate amount of $8.0 million. The Notes provide for the payment by the Company of interest on a monthly basis at the rate of 12% per annum, and the Notes mature on March 31, 2015. The proceeds from these notes are expected to be used in the near-term to satisfy the Company’s obligations under the New York City lease and proposed new content agreements.

In the event that the Company is unsuccessful in refinancing or generating capital to repay the short-term note, the Company may be unable to meet certain obligations in the future and the Company's liquidity may be impaired. In addition, based on our recurring losses, financial obligations and working capital levels, the Company may need to raise additional funds to finance its operations in the future. If the Company is unable to maintain sufficient financial resources, including by raising additional funds when needed, the Company’s business, financial condition and results of operations will be materially and adversely affected.

The Company intends to obtain any additional funding it may require through public or private equity or debt financings, strategic transactions, or other arrangements and the Company cannot assure such funding will be available on reasonable terms, or at all. Equity financing would be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Any exploration of strategic alternatives may not result in an agreement or transaction and, if completed, any agreement or transaction may not be successful or on attractive terms.

If our efforts to raise additional funds when needed are unsuccessful, the Company may be required to delay, reduce or eliminate portions of our strategic plan 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 litigation claims. Even if the Company were successful in defending against these potential claims, litigation 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 is unable to continue as a going concern, the Company may have 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 investors 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.

11.

Subsequent Events

On September 30, 2014, Premier Exhibitions, Inc. (the “Company”) 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% per annum, and the Notes mature on March 31, 2015. The Notes require 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.

The Notes include customary events of default, and also include events of default relating to the preservation of the Titanic assets and maintaining Samuel S. Weiser as an employee of the Company. The Notes also require the Company to maintain minimum unrestricted liquidity of $2.0 million. Upon the occurrence of an event of default, the Company must pay default interest at the base rate plus 3%, and the Pentwater affiliates may declare all amounts outstanding under the Notes to be immediately due and payable.

The Company may prepay the Notes at any time, at 102% of the face amount during the first three months of the term and 100% of the face amount during the second three months of the term. The Company must prepay the note at 102% of the face amount upon a change of control, which would occur upon a change in ownership of 35% of the outstanding shares of the Company or any transfer of any shares of RMS Titanic, Inc.

The Notes are guaranteed by each of RMS Titanic, Inc., Premier Exhibition Management LLC, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company.

The Notes are secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest does not apply to the Titanic assets held by RMS Titanic, Inc., but applies to all revenues, contracts and agreements lawfully arising out of the Titanic assets.

The lenders’ exercise of rights and remedies with respect to the stock of RMS Titanic, Inc. and any revenues, contracts and agreements lawfully arising out of the Titanic assets are expressly governed by and subject to the terms and conditions of the applicable court orders governing the ownership of the Titanic assets by RMS Titanic, Inc., which include (i) the Opinion issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 12, 2010; (ii) the Order issued by the United State District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 15, 2011; (iii) the Revised Covenants and Conditions for the Future Disposition of Objects Recovered from the R.M.S. Titanic by RMS Titanic, Inc. pursuant to an in specie salvage award granted by the United States District Court for the Eastern District of Virginia, dated as of August 15, 2011; and (iv) the Process Verbal, issued on October 12, 1993 by the Maritime Affairs Administrator for the Ministry of Equipment Transportation and Tourism, French Republic to Titanic Ventures Limited Partnership.

On October 13, 2014, Premier Exhibition Management, LLC (the “Company”), a subsidiary of Premier Exhibitions, Inc., entered into a Exhibit Promoter Agreement with Broadway Video Entertainment, Inc. (“BV”) to produce an exhibition based on the television show “Saturday Night Live.” The term of the Agreement is five (5) years from the opening date of the exhibition.

The exhibition will feature the characters, stories, programs, cast and creators of Saturday Night Live and will be presented at the Company’s new venue in New York City. PEM is required to open the exhibit by June 1, 2015, subject to certain rights to cure any delay.

Pursuant to the Exhibit Promoter Agreement, the Company will produce and present the exhibition and will operate a merchandise store for exhibition related products. The production costs will be funded by the Company. BV will be paid a license fee of ten percent (10%) of gross revenues after deduction of sales tax, credit card and check verification fees, refunds, and returns (“Adjusted Gross Revenue”) earned by PEM from any source related to the Exhibition (including ticket sales, merchandise, and audio tour) on the first $10 million of Adjusted Gross Revenue; twelve and one half percent (12.5%) of Adjusted Gross Revenue greater than $10 million and up to $20 million and fifteen percent (15%) on Adjusted Gross Revenue over $20 million during the Term (the “License Fee”). BV will be entitled to an advance of the License Fee in the amount of $1,000,000 total, with $250,000 to be paid by November 1, 2014, $250,000 by December 31, 2014, $250,000 by June 15, 2014, and $250,000 by December 31, 2015. This advance will be recouped by PEM from the License Fee payable to BV. Any sponsorship revenue related to the exhibit will be paid 50% to PEM and 50% to BV, after deduction for expenses of fulfillment.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report contains information that may constitute "forward-looking statements." Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to revenue growth, improvements to margin and earnings per share growth, and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, such statements are dependent upon, and can be influenced by, a number of external variables over which management has little or no control, including but not limited to, general economic conditions, public tastes and demand, competition, the availability of venues, the results of certain legal matters described herein, governmental regulation and the efforts of co-sponsors and joint venture participants. As a result, caution should be taken not to place undue reliance on any such forward-looking statements. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the performance that is ultimately achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements.

In this report, the terms “Premier Exhibitions, Inc.,” the “Company,” “Premier”, “we,” “us,” and “our” mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries. The 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.

You are urged to read the risk factors described in our Annual Report on Form 10-K for our fiscal year ended February 28, 2014 (“fiscal 2014”), as filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available. The following discussion should be read in conjunction with the unaudited condensed financial statements and notes appearing elsewhere herein and our Annual Report on Form 10-K for our fiscal year ended February 28, 2014.

Premier Exhibitions, Inc. and subsidiaries, (the “Company” or “Premier”) principal executive offices are located at 3340 Peachtree Road, NE, Suite 900, Atlanta, Georgia 30326 and the Company’s telephone number is (404) 842-2600. The Company is a Florida corporation and maintains websites located at www.prxi.com, www.bodiesrevealed.com, www.bodiestheexhibition.com, www.rmstitanic.net, www.thetitanicstore.com, www.titanictheexperience.com, www.thekingtutstore.com and www.dinosaursatlanta.com . Information on Premier’s websites is not part of this report.

Corporate Structure and Management

On June 13, 2014, Samuel S. Weiser resigned from his position as President and Chief Executive Officer of Premier Exhibitions, Inc.

Also on June 13, 2014, the Company appointed Michael J. Little, the Company's Chief Financial Officer and Chief Operating Officer, to the additional position of Interim President and Chief Executive Officer.

On June 20, 2014, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) between the Company and Samuel S. Weiser in connection with Mr. Weiser’s resignation as President and Chief Executive Officer of the Company. Mr. Weiser is currently a director of the Company, and will continue to serve in that capacity.

Pursuant to the Separation Agreement, Mr. Weiser is entitled to a severance payment equal to one year of salary, payable two-thirds upon execution of the Agreement with the remainder payable in twelve equal monthly installments. Pursuant to the Severance Agreement Mr. Weiser’s existing equity grants, consisting of stock options, stock appreciation rights and restricted stock units, vested in full to the extent they had not previously vested, and remain exercisable. Mr. Weiser will also receive twelve months of reimbursement for health insurance premiums of $2,775 per month and twelve months of office space currently leased by the Company in Chicago, Illinois. As consideration for the Severance Agreement, in addition to Mr. Weiser’s resignation, Mr. Weiser released the Company and its affiliates from all claims or suits in his favor and agreed not to participate in any proxy solicitation involving the Company for a period of six months. For twelve months from the date of his resignation, Mr. Weiser is also required to comply with the restrictive covenants set forth in his employment agreement, which are incorporated into the Separation Agreement.

On August 25, 2014, William M. Adams, Ronald C. Bernard, and Bruce Steinberg resigned as directors of Premier Exhibitions, Inc. (the “Company”), effective immediately. On the same day, Jack H. Jacobs and Rick Kraniak were appointed to the Board of Directors of the Company (the “Board”). Messrs. Jacobs and Kraniak are “independent” directors pursuant to the listing standards of the NASDAQ Stock Market and have been appointed to the Audit Committee of the Board. Mr. Jacobs qualifies as an “audit committee financial expert” and will chair the Audit Committee.

Messrs. Jacobs and Kraniak will receive standard non-employee director compensation, as described in the Company’s annual report on Form 10-K/A filed with the Securities and Exchange Commission on June 30, 2014. Neither Mr. Jacobs nor Mr. Kraniak was selected as a director pursuant to any arrangement or understanding with any other person and neither of them has any other reportable transactions under Item 404(a) of Regulation S-K.

Following the foregoing changes to the composition of the Board, the Company’s Audit Committee currently consists of two members. As a result, on August 29, 2014, the Company notified the NASDAQ Stock Market LLC that the Company is currently not in compliance with the NASDAQ Listing Rule 5605(c)(2)(A), which requires that the audit committee of a listed company be composed of at least three independent directors. The Company is currently relying on a 180-day cure period provided by the NASDAQ Listing Rule 5605(c)(4) and expects to add an additional director to the Board in the near term in order to have the Audit Committee composed of three independent directors.

On August 28, 2014, the Board appointed Mr. Samuel S. Weiser as the Executive Chairman of the Company. Mr. Weiser is currently a director of the Company and will continue to serve in that capacity. For his biographical information and information regarding related party transactions, please see the Company’s annual report on Form 10-K/A filed with the Securities and Exchange Commission on June 30, 2014.

Mr. Weiser will be paid a salary of $30,000 per month, and his remaining monthly severance payments under his Separation Agreement and Release with the Company, dated June 20, 2014, will be suspended during his service as the Company’s Executive Chairman. With respect to medical and dental insurance coverage, during Mr. Weiser’s service as the Company’s Executive Chairman, he may elect to either continue to receive health care reimbursement payments under his Separation Agreement and Release with the Company and maintain private medical and dental insurance coverage at his own cost or obtain coverage under the Company’s medical and dental insurance plans paid by the Company, in each case subject to the requirements of applicable law and the terms of the Company’s health insurance plans. Mr. Weiser will waive all compensation as a member of the Board during his service as Executive Chairman.

On August 27, 2014, the Board amended the Bylaws of the Company, effective immediately, to provide that the Board shall consist of three or more directors as determined from time to time by resolution of the Board. On the same day, the Board reduced the size of the Board to five directors.

Overview

Premier Exhibitions, Inc. and subsidiaries, (the “Company” or “Premier”) is in the business of presenting to the public museum-quality touring exhibitions around the world. Since our establishment, we have developed, deployed, and operated unique exhibition products that are presented to the public in exhibition centers, museums, and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales.

Titanic Ventures Limited Partnership (“TVLP”), a Connecticut limited partnership, was formed in 1987 for the 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 business has been divided into an exhibition management division and a content division. The content division is the Company’s existing subsidiary, RMST, which holds all of the Company’s rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Company’s possession, as well as all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.

The exhibition management division includes our exhibition operations and merchandising operations. We formed the entity, Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations. This currently includes the operation and management of our Bodies, Titanic, (pursuant to an intercompany agreement with RMST), Real Pirates and Pompeii exhibitions. PEM will also pursue “fee for service” arrangements to manage exhibitions based on content owned or controlled by third parties. On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (“Newco”), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates”. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce including the exhibit “One Day in Pompeii”, which is currently being toured by the Company. The Company will operate any such additional properties through its exhibition management subsidiary. Subsequent to the asset purchase, Newco changed its name to Arts and Exhibitions International, LLC.

As part of the purchase price for the assets of AEI, 10% of the ownership interest in Premier Exhibition Management LLC was transferred to AEG Live LLC. This ownership interest is reported as a "non-controlling interest" in our financial statements, and the financials of Premier Exhibition Management LLC are reported on a consolidated basis.

The exhibition management division also includes our exhibition merchandising business, conducted under the Company’s wholly owned subsidiary, Premier Merchandising, LLC. This entity has purchased the merchandise rights related to the AEI exhibition properties, and also pursues other exhibition merchandising opportunities.

The restructuring of the Company and changes in its management reflect that Premier has two operating segments – Exhibition Management and Content Management (RMS Titanic).

As of August 31, 2014, our portfolio of exhibitions contains the following:

	August 31, 2014
	Stationary		Touring		Total
Exhibitions owned or leased:
"Bodies…The Exhibition" and "Bodies Revealed"		3		4		7
"Titanic: The Artifact Exhibition" and "Titanic: The Experience		3		5		8
"Real Pirates"		-		2		2
"One Day in Pompeii"		-		1		1
"The Discovery of King Tut"		-		1		1
"Extreme Dinosaurs"		1		-		1
Total Exhibitions		7		13		20

Our touring exhibitions usually span four to six months. As of August 31, 2014, our stationary exhibitions, which are longer-term exhibitions, are located in Las Vegas, Nevada, Orlando, Florida, Buena Park, California and Atlanta, Georgia. Previously the Company had an additional stationary exhibition in New York City, New York which was closed in late October 2012 due to the impact of Hurricane Sandy and subsequent action by governmental authorities and the landlord. On April 9, 2014, the Company signed a lease to open a new location in New York City, New York.

In addition to developing new content for future exhibitions, the Company continually evaluates its touring capacity and may expand or contract to suit the addressable market for its content.

We first became known for our Titanic exhibitions which present the story of the ill-fated ocean liner, the R.M.S. Titanic (the “Titanic”). The Titanic has captivated the imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in the North Atlantic on her maiden voyage approximately 400 miles off the coast of Newfoundland. More than 1,500 of the 2,228 lives on board the Titanic were lost.

We own approximately 5,500 Titanic artifacts recovered from the wreck site 2½ miles below the ocean’s surface which we have the right to present at our exhibitions. In 1994, a federal district court declared us salvor-in-possession of the Titanic wreck and wreck site, and, as such, we have the exclusive right to recover additional objects from the Titanic wreck site. Through our explorations, we have obtained and are in possession of the largest collection of data, information, images and cultural materials associated with the Titanic shipwreck. We believe that our salvor-in-possession status puts us in the best position to provide for the archaeological, scientific and educational interpretation, public awareness, historical conservation and stewardship of the Titanic shipwreck. As of August 31, 2014, we had the ability to present eight concurrent Titanic exhibitions. Management continues to explore ways to expand the Titanic model beyond the exhibition business to broaden the Company's reach.

In 2004, we diversified our exhibitions beyond the Titanic and into human anatomy by acquiring licenses that give us rights to present exhibitions of human anatomy sets, each of which contains a collection of whole human body specimens plus single human organs and body parts. As of August 31, 2014, we had the ability to present seven concurrent human anatomy exhibitions.

During the past several years the Company has continued to diversify its exhibition content to expand beyond our Titanic and Bodies exhibitions.

Exhibitions

“Titanic: The Artifact Exhibition and Titanic: The Experience”

By featuring the artifacts recovered from the wreck site, our exhibitions tell the Titanic’s story from construction through her sinking and discovery as well as the Company’s efforts to preserve the wreck site and conserve recovered artifacts. The artifacts are placed in historically correct re-creations of the significant rooms onboard the ship and are illuminated by moving stories of her passengers and crew. The Company has supplemented the exhibitions with assets generated during the 2010 Titanic expedition such as 3D exhibitry and film. The Company’s attendance to its Titanic exhibitions is over 23 million visitors at venues in North America, South America, Asia, Europe and Australia. During the three months ended August 31, 2014, six separate Titanic exhibitions were presented at six venues.

Consistent with the Company’s desire to increase its number of permanent exhibitions, on October 17, 2011 the Company purchased the assets of a Titanic-themed exhibition (Titanic: The Experience or “TTE”) in Orlando, Florida. Through this acquisition, the Company now has a presence in the large Orlando tourist market. The Company has supplemented the acquired exhibitry with authentic Titanic artifacts from our existing collections and also by including assets generated during the 2010 Titanic expedition such as 3D exhibitry and film.

“Bodies...The Exhibition” and “Bodies Revealed”

We presently have the right to display multiple human anatomy sets, each of which contains a collection of whole human body specimens plus single human organs and body parts, which are known as “Bodies Revealed” and “Bodies...The Exhibition.” We secured the rights to produce these two types of human anatomy exhibitions through separate exhibition agreements. During the three months ended August 31, 2014, six separate Bodies exhibitions were presented at seven venues.

These specimens are assembled into anatomy-based exhibitions featuring preserved human bodies, organs and body parts to offer the public an opportunity to view the intricacies and complexities of the human body. The exhibitions include displays of dissected human bodies which are permanently preserved through a process called polymer preservation, also known as plastination. In essence, the bodies are drained of all fat and fluids, which are replaced with polymers such as silicone rubber, epoxy and polyester. This preserves the flesh and maintains its natural look. Skin from the bodies is removed, or partially removed, to reveal musculoskeletal, nervous, circulatory, and reproductive or digestive systems. The full body specimens are complimented by presentation cases of related individual organs and body parts, both healthy and diseased, that provide a detailed look into the elements that comprise each system of the body. Using more than 200 specimens, each exhibition follows a systems-based approach to human anatomy which examines the skeletal, muscular, nervous, digestive, respiratory, circulatory, urinary, integumentary (skin, sweat glands, hair, and nails), and reproductive systems.

Our full-body specimens and individual organs were obtained through plastination facilities mostly in China. The full body specimens are persons who lived in China and died from natural causes. Most of the bodies were unclaimed at death, and were ultimately delivered to medical schools for education and research. Where known, information about the identities, medical history and causes of death is kept strictly confidential. China has a large and highly competent group of anatomists and dissectors, who are essential to properly preparing these specimens for exhibition and educational purposes. In a number of cases, our medical director has been able to identify medical problems that were present in certain organs and, where appropriate, those organs were clearly labeled in the exhibitions. For example, an emphysema-diseased lung is displayed and identified, giving the visitors a visual understanding of the effects of the disease.

“Pompeii: One Day in Pompeii”

During the third fiscal quarter of 2014, the Company, in partnership with the Italian Superintendence for Archaeological Heritage of Naples and Pompeii (SANP), developed a new exhibition on the story of Pompeii that features over 150 authentic artifacts on loan from the Naples National Archaeological Museum. The exhibition will be presented through June 2015.

The exhibition offers visitors a rare look at some of the most valuable artifacts recovered from the debris of the city of Pompeii, many of which will be making their North American debut. The Pompeii exhibition will have a limited three-city tour and started at The Franklin Institute in Philadelphia on November 9, 2013. The opportunity to present this exhibition was acquired as part of the AEG Live, LLC transaction. During the three months ended August 31, 2014, we presented one Pompeii exhibit at one venue.

“Real Pirates”

Real Pirates tells the compelling story of the Whydah, the first authenticated pirate shipwreck in U.S. waters, and the stories of the diverse people whose lives converged on the vessel. Sunk in a fierce storm off the coast of Cape Cod, Massachusetts in April 1717, the Whydah was located in 1984 by underwater explorer Barry Clifford.

The exhibition features more than 200 authentic items recovered from the Whydah – real treasure last touched by real pirates. Ranging from cannons and coins and from the massive ship’s bell to personal items that the pirates wore, visitors are given an unprecedented glimpse into unique economic, political and social circumstances of the early 18th-century Caribbean.

We obtained the right to manage this exhibition as part of the AEG Live, LLC transaction. Effective November 13, 2012, the Company signed a binding letter of intent with Barry Clifford to develop and present a second Real Pirates exhibition, which the Company began touring in March 2013. During the three months ended August 31, 2014, we presented two separate Pirates exhibitions at two venues.

“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 (5) 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. This exhibition opened at Union Station in Kansas City on April 4, 2014. During the three months ended August 31, 2014, we presented one King Tut exhibition at one venue.

“Extreme Dinosaurs”

During the fourth fiscal quarter of 2014, the Company entered into a License Agreement with Dinosaurs Unearthed Corporation to present an animatronic exhibition based on dinosaurs. The term of the Agreement is approximately nine months from the opening date of the exhibition. The exhibition, titled Extreme Dinosaurs, features some of the newest dinosaur discoveries from the ‘Golden Age’ of paleontology, and explores why scientists believe these dinosaurs may have had such bizarre features like horns, plates, frills and feathers. Visitors will experience some of the world’s strangest dinosaurs showcased through life-size animatronic models, skeletons, real and replicated fossils, and more. This exhibition opened at Atlantic Station in Atlanta on March 29, 2014. During the three months ended August 31, 2014, we presented one Extreme Dinosaurs exhibition at one venue.

New Content

The Company continues to pursue new content opportunities. To mitigate the risk associated with building an exhibition and then attempting to book the exhibition after incurring the capital expenditure, the Company has begun optioning new content opportunities to assess market demand and evaluate the expected return on the investment based on that market assessment. The Company currently has three new projects in development. The Company has signed an Exhibit Promoter Agreement to present Saturday Night Live: The Experience which will open in our New York City location. The Company has an option agreement in place to develop an exhibition featuring characters from the Ice Age movie franchise licensed from 20^th Century Fox. In addition, the Company is also in development of an exhibition featuring cases of the Federal Bureau of Investigation.

Titanic Expeditions

In August 1987, TVLP contracted with the Institute of France for the Research and Exploration of the Sea (“IFREMER”) to conduct an expedition and dive to the wreck of the Titanic. Approximately 2,000 objects were recovered and 140 hours of video tape footage and an estimated seven thousand still photographs were taken during the course of the 32 dives in that original expedition.

We completed additional expeditions to the wreck of the Titanic in 1994, 1996, 1998, 2000 and 2004 recovering approximately 3,500 additional artifacts and additional video tape footage and still photographs. With the depth of the Titanic wreck approximately two and one-half miles below the surface of the North Atlantic Ocean, our ability to conduct expeditions to the Titanic has been subject to the availability of necessary research and recovery vessels and equipment for chartering by us from June to September, which is the “open weather window” for such activities.

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 (“WHOI”), the Institute of Nautical Archaeology (“INA”), the National Oceanic Atmospheric Administration’s Office of the National Marine Sanctuaries (“NOAA/ONMS”), The National Park Service’s Submerged Resources Center (“NPS”) 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.

Science, Archaeology and Conservation Related to the Titanic and Titanic Artifacts

In addition to being important to our exhibition business, the Titanic is an important archaeological, historical and cultural site. In addition to the alliance brought together for the 2010 expedition described above, we have long standing relationships with several other archaeologists and conservators for services to aid in stewardship of the Titanic wreck site. Upon recovery from the Titanic wreck site, artifacts are in varying states of deterioration. Having been submerged in the ocean for almost 100 years, artifacts have been subjected to the corrosive effects of seawater. The conservation of all artifacts recovered from the wreck site of the Titanic is an extensive process that employs many techniques in order to stabilize them for display in our exhibitions. We also own and maintain an extensive database, together with digital and photographic archives, that establish, with certainty, the origin of the artifacts.

Merchandising

We earn revenue from the sale of exclusively sourced merchandise, such as apparel, posters, gifts and Titanic-related jewelry (some of which utilizes coal we have recovered from the shipwreck). In addition, we also publish exhibition catalogs and provide ancillary services such as audio tours and visitor exhibition themed photographs, which are sold at our exhibition gift shops. We intend to continue to focus on merchandising activities, including increasing our “self-run” retail model, at all our exhibition locations to increase revenue per attendee and our margins on these sales.

During the fiscal 2011, we launched an e-commerce website that allows us to sell merchandise related to our shows over the internet. During fiscal 2012, we re-launched our e-commerce website as www.thetitanicstore.com, which offers Titanic-themed merchandise. During the first quarter of fiscal 2015, the Company launched a King Tut e-commerce website, www.thekingtutstore.com, to maximize our merchandise rights related to the new King Tut related exhibition.

Titanic Artifact Appraisal

On October 14, 2014 RMS Titanic, Inc., a division of Premier Exhibitions, Inc announced that the only collection of artifacts ever recovered from the wreck of the RMS TITANIC has been appraised at over $218 million.

For nearly twenty years, RMS Titanic, Inc. has served as Salvor-in-Possession of Titanic and its wreck site and is the only company that has ever conducted salvage operations at Titanic. During that span, RMS Titanic, Inc. conducted eight research and recovery operations at the wreck site, 2.5 miles beneath the ocean surface, and salvaged and conserved over 5,000 cultural treasures. Appraisers well understood the importance of this collection when, in 2007, when they valued the artifact collection at $189 million.

RMS Titanic chose noted appraiser The Alasko Company to conduct this appraisal seven years later. The Alasko Company appraisal reflects the market value of the historic collection today based on a consideration of the market for comparable properties using an exhaustive survey and analysis of market data pertaining to Titanic related materials. The appraisal reflects a nearly $30 million increase in value from the previous 2007 appraisal. Notably, the appraisal does not include the value of groundbreaking intellectual property and archaeological assets compiled during the company’s 2010 dive, including the first comprehensive survey map of the wreck site, and other cutting edge photomosaics, sidescan sonar, and 3D imagery.

Information Regarding Exhibitions Outside the United States

Results of Operations

The Quarter Ended August 31, 2014 Compared to the Quarter Ended August 31, 2013

An analysis of our condensed consolidated statements of operations for the quarter ended August 31, 2014 and 2013, with percent changes, follows:

	Analysis of Condensed Consolidated Statements of Operations
							Percent Change
	August 31, 2014			August 31, 2013			2014 vs. 2013
	(In thousands except percentages and per share data)

Revenue	$	8,297		$	7,819			6.1	%
Cost of revenue (exclusive of depreciation and amortization)		5,270			3,815			38.1	%
Gross profit		3,027			4,004			(24.4	)%
Gross profit as a percent of revenue		36.5	%		51.2	%

Operating expenses		4,884			4,218			15.8	%
Loss from operations		(1,857	)		(214	)		767.8	%

Other income/(expense)		(1	)		55			(101.8	)%

Loss before income taxes		(1,858	)		(159	)		1,068.6	%

Income tax benefit		–			(69	)		(100.0	)%
Effective tax rate		0.0	%		43.4	%
Net loss		(1,858	)		(90	)		1,964.4	%
Less: Net loss attributable to non-controlling interest		205			28			632.1	%
Net loss attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,653	)	$	(62	)		2,566.1	%

Net loss per share
Basic loss per share	$	(0.03	)	$	0.00
Diluted loss per share	$	(0.03	)	$	0.00

Revenue. During the quarter ended August 31, 2014, total revenue increased $478 thousand, or 6.1% to $8.3 million as reflected in the following table.

	Revenue (in thousands)
	Three Months Ended August 31,
	2014		2013

Exhibition Revenue
Admissions revenue	$	5,157	$	4,714
Non-refundable license fees for current exhibitions		1,598		1,258
Total Exhibition revenue		6,755		5,972
Merchandise revenue		1,409		1,659
Management fee		133		188
Total Revenue	$	8,297	$	7,819

Key Non-financial Measurements
Total number of exhibitions presented		18		16
Semi-permanent exhibitions presented		6		7
Partnered exhibitions presented		6		7
Exhibitions rented to promoters or museums		6		2
Total operating days for semi-permanent, partner and rented exhibitions		1,503		1,298
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		544		388
Average attendance per day for semi-permanent and partnered exhibitions presented		499		347
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.79	$	15.21
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.71	$	3.33

Semi permanent exhibitions:
Total operating days		550		522
Total attendance (in 000's)		189		194
Average attendance per day		344		372
Average ticket price	$	21.40	$	21.42
Average retail per attendee	$	3.86	$	3.86

The key non-financial measurements for August 31, 2013 do not include exhibitions under management.

Exhibition revenue increased by $783 thousand to $6.8 million primarily due to our new Pompeii and King Tut exhibitions which was offset partially by a decrease in revenue related to the Titanic brand being in smaller markets in the second quarter of fiscal 2015. For the quarter ended August 31, 2013 we did not recognize exhibition revenue for the AEI exhibitions but instead received a management fee for managing these properties. During the quarter ended August 31, 2014, we recognized $257 thousand in revenues related to the AEI exhibitions.

With 18 exhibits presented, the Company experienced an increase in attendance from 388 thousand in the second fiscal quarter of 2014 to 544 thousand in second fiscal quarter of 2015. We attribute this increase in attendance to the addition of our Pompeii and King Tut exhibitions. Revenue from self-run exhibitions was 57.0% of total revenue in the second quarter of fiscal 2015, compared to 61.7% of revenue for the second quarter of fiscal 2014. These comparisons exclude the AEI portfolio.

Merchandise revenue decreased $250 thousand to $1.4 million for the quarter ended August 31, 2014. Merchandise revenue decreased as a result of two Titanic touring sets being inactive during the quarter ended August 31, 2014. In addition, two Titanic touring sets were run by partners and the Company receives wholesale revenues. Partially offsetting these decreases was the addition of merchandise revenues from King Tut and Pompeii.

Cost of revenue. During the quarter ended August 31, 2014, total cost of revenue increased by $1.5 million, or 38.1%, to $5.3 million compared to the same period last year, as reflected in the following table.

	Cost of Revenue
	(in thousands, except percentages)
	Three Months Ended						Percent Change
	August 31, 2014			August 31, 2013			2014 vs. 2013

Exhibition costs
Production	$	106		$	204			(48.0	)%
Operating Expenses		3,344			1,976			69.2	%
Marketing		1,237			1,028			20.3	%
		4,687			3,208			46.1	%
Exhibition expense as percent of exhibition revenue		69.4	%		53.7	%

Cost of merchandise		583			607			(4.0	)%
Cost of merchandise as percent of merchandise revenue		41.4	%		36.6	%
Total	$	5,270		$	3,815			38.1	%
Cost of revenue as a percent of total revenue		63.5	%		48.8	%

Exhibition expense increased from 53.7% of exhibition revenue in the second quarter of 2014 to 69.4% in the second quarter of fiscal 2015 primarily due to the additional non-cash rent expense related to our New York City location which started in July 2014. In addition, the operating costs associated with our Buena Park venue, which was only open for one month during our fiscal 2014’s second quarter, and our new Pompeii exhibition caused our exhibition expense to increase.

Cost of merchandise as a percent of merchandise revenue increased from 36.6% in the second quarter of fiscal 2014 to 41.4% in the second quarter of fiscal 2015 primarily due to higher retail labor costs which was partially offset by a decrease in shipping costs. In the prior fiscal year, the Company ran fewer merchandise shops which reduced our cost and increased our margin.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $4.0 million or 51.2% during the quarter ended August 31, 2013 to $3.0 million or 36.5% of revenue for the quarter ended August 31, 2014.

Operating expenses. Our general and administrative expenses increased by $0.5 million to $3.7 million for the quarter ended August 31, 2014 compared to the same period last year. The increase is primarily due to an increase in severance related expense related to the departure of our Chief Executive Officer during the second quarter of fiscal 2015. In addition, stock compensation expense and professional fees increased from the prior year period.

Our depreciation and amortization expenses increased by $151 thousand from the prior year. The increase is attributable to the assets placed in service during fiscal 2014 related to our Buena Park location and our Pompeii exhibition.

Other expense. We recognized interest expense of $21 thousand on the Company’s debt during second quarter of fiscal 2015 as compared to $99 thousand in the second quarter of 2014.

Income tax benefit. We recorded zero income tax expense for the quarter ended August 31, 2014. The income tax benefit for the quarter ended August 31, 2013 was a reversal of the first fiscal quarter 2014 expense.

Net loss attributable to non-controlling interest. This represents the (income)/loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

Net loss attributable to the shareholders of Premier Exhibitions, Inc. We realized a net loss of $1.7 million for the quarter ended August 31, 2014 as compared to a net loss of $62 thousand for the same period last year.

The Quarter Ended August 31, 2014 Compared to the Quarter Ended August 31, 2013 – Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the quarter ended August 31, 2014 and 2013, with percent changes, follows:

	Three Months Ended August 31,						% Change
	2014			2013
	(In thousands except percentages)

Revenue	$	8,297		$	7,819			6.1	%
Cost of revenue (exclusive of depreciation and amortization)		5,586			4,308			29.7	%
Gross profit		2,711			3,511			(22.8	)%
Gross profit as a percent of revenue		32.7	%		44.9	%

Operating expenses		4,547			3,915			16.1	%
Loss from operations		(1,836	)		(404	)		354.5	%

Other income/(expense)		(1	)		55			(101.8	)%

Loss before income taxes		(1,837	)		(349	)		426.4	%

Income tax benefit		–			(53	)		(100.0	)%
Effective tax rate		0.0	%		15.2	%

Net loss		(1,837	)		(296	)		520.6	%
Less: Net loss attributable to non-controlling interest		205			28			632.1	%
Net loss attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,632	)	$	(268	)		509.0	%

Revenue. During the quarter ended August 31, 2014, total revenue increased $478 thousand, or 6.1% to $8.3 million as reflected in the following table.

	Revenue (in thousands)
	Three Months Ended August 31,
	2014		2013

Exhibition Revenue
Admissions revenue	$	5,157	$	4,714
Non-refundable license fees for current exhibitions		1,598		1,258
Total Exhibition revenue		6,755		5,972
Merchandise Revenue		1,409		1,659
Management Fee		133		188
Total Revenue	$	8,297	$	7,819

Key Non-financial Measurements
Total number of exhibitions presented		18		16
Semi-permanent exhibitions presented		6		7
Partnered exhibitions presented		6		7
Exhibitions rented to promoters or museums		6		2
Total operating days for semi-permanent, partner and rented exhibitions		1,503		1,298
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		544		388
Average attendance per day for semi-permanent and partnered exhibitions presented		499		347
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.79	$	15.21
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.71	$	3.33

Semi permanent exhibitions:
Total operating days		550		522
Total attendance (in 000's)		189		194
Average attendance per day		344		372
Average ticket price	$	21.40	$	21.42
Average retail per attendee	$	3.86	$	3.86

The key non-financial measurements for August 31, 2013 do not include exhibitions under management.

Cost of revenue. During the quarter ended August 31, 2014, total cost of revenue increased by $1.3 million, or 29.7%, to $5.6 million compared to the same period last year, as reflected in the following table.

	Cost of Revenue
	(in thousands, except percentages)
	Three Months Ended						Change
	August 31, 2014			August 31, 2013			2014 vs. 2013

Exhibition costs
Production	$	106		$	204			(48.0	)%
Operating Expenses		3,660			2,469			48.2	%
Marketing		1,237			1,028			20.3	%
		5,003			3,701			35.2	%
Exhibition expense as percent of exhibition revenue		74.1	%		62.0	%

Cost of merchandise		583			607			(4.0	)%
Cost of merchandise as percent of merchandise revenue		41.4	%		36.6	%

Total	$	5,586		$	4,308			29.7	%
Cost of revenue as a percent of total revenue		67.3	%		55.1	%

Exhibition expense increased from 62.0% of exhibition revenue in the second quarter of 2014 to 74.1% in the second quarter of fiscal 2015 primarily due to the additional non-cash rent expense related to our New York City location which started in July 2014. In addition, the operating costs associated with our Buena Park venue, which was only open for one month during our fiscal 2014’s second quarter, and our new Pompeii exhibition caused our exhibition expense to increase. This was partially offset by a decrease in our royalty for the use of our Titanic artifacts. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $3.2 million from $4.9 million, royalty revenue decreased accordingly.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $3.5 million or 44.9% during the quarter ended August 31, 2013 to $2.7 million or 32.7% of revenue for the quarter ended August 31, 2014.

Other expense. We recognized interest expense of $21 thousand on the Company’s debt during second quarter of fiscal 2015 as compared to $99 thousand in the second quarter of 2014.

Income tax expense/(benefit). We recorded zero income tax expense for the quarter ended August 31, 2014. The income tax benefit for the quarter ended August 31, 2013 was a reversal of the first fiscal quarter 2014 expense.

Net loss attributable to non-controlling interest. This represents the (income)/loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

Net loss attributable to the shareholders of Premier Exhibitions, Inc. We realized a net loss of $1.6 million for the quarter ended August 31, 2014 as compared to a net loss of $268 thousand for the same period last year.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the quarter ended August 31, 2014 and 2013, with percent changes, follows:

	Three Months Ended August 31,						% Change
	2014			2013
	(In thousands except percentages)

Revenue	$	316		$	493			(35.9	)%
Cost of revenue (exclusive of depreciation and amortization)		–			–			N/A	%
Gross profit		316			493			(35.9	)%
Gross profit as a percent of revenue		100.0	%		100.0	%

Operating expenses		337			303			11.2	%
Income/(loss) before tax		(21	)		190
Income tax benefit		–			(16	)		(100.0	)%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(21	)	$	206			(110.2	)%

Revenue. During the quarter ended August 31, 2014, total revenue decreased by $177 thousand, or 35.9%, to $316 thousand compared to the same period in the prior year due to the decrease in revenues from Titanic exhibitions and the decrease in merchandise sales. PEM pays RMST a royalty fee for the use of the Titanic artifacts in its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $3.2 million from $4.9 million, royalty revenue decreased accordingly.

Gross Profit. Gross profit decreased based on the 35.9% decrease in revenue discussed above.

Operating Expenses. Operating expenses for the quarter ended August 31, 2014 increased 11.2% from the same period in the prior year due to a decrease in the expenses related to the calculation of the administrative fee.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc. We realized a net loss for the quarter ended August 31, 2014 of $21 thousand compared to net income of $206 thousand for the same period in the prior year based on the items discussed above.

The Six Months Ended August 31, 2014 Compared to the Six Months Ended August 31, 2013

An analysis of our condensed consolidated statements of operations for the six months ended August 31, 2014 and 2013, with percent changes, follows:

	Analysis of Condensed Consolidated Statements of Operations
							Percent Change
	August 31, 2014			August 31, 2013			2014 vs. 2013
	(In thousands except percentages and per share data)

Revenue	$	15,788		$	16,759			(5.8	)%
Cost of revenue (exclusive of depreciation and amortization)		9,677			7,462			29.7	%
Gross profit		6,111			9,297			(34.3	)%
Gross profit as a percent of revenue		38.7	%		55.5	%

Operating expenses		9,326			8,248			13.1	%
Income/(loss) from operations		(3,215	)		1,049			(406.5	)%

Other expense		(6	)		(90	)		(93.3	)%

Income/(loss) before income tax		(3,221	)		959			(435.9	)%

Income tax expense		–			–			N/A	%
Effective tax rate		0.0	%		0.0	%
Net income/(loss)		(3,221	)		959			(435.9	)%
Less: Net (income)/loss attributable to non-controlling interest		356			(50	)		812.0	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(2,865	)	$	909			(415.2	)%

Net income/(loss) per share:
Basic income/(loss) per share	$	(0.06	)	$	0.02
Diluted net income/(loss) per share	$	(0.06	)	$	0.02

Revenue. During the six months ended August 31, 2014, total revenue decreased by $1.0 million, or 5.8% to $15.8 million compared to the same period last year, as reflected in the following table.

	Revenue (in thousands)
	Six Months Ended August 31,
	2014		2013

Exhibition Revenue
Admissions revenue	$	9,822	$	10,829
Non-refundable license fees for current exhibitions		2,941		1,990
Total Exhibition revenue		12,763		12,819
Merchandise revenue		2,754		3,565
Management fee		271		375
Total Revenue	$	15,788	$	16,759

Key Non-financial Measurements
Total number of exhibitions presented		22		21
Semi-permanent exhibitions presented		6		7
Partnered exhibitions presented		8		11
Exhibitions rented to promoters or museums		8		3
Total operating days for semi-permanent, partner and rented exhibitions		2,929		2,275
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		1,039		905
Average attendance per day for semi-permanent and partnered exhibitions presented		480		449
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.04	$	14.43
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.69	$	3.75

Semi permanent exhibitions:
Total operating days		1,102		982
Total attendance (in 000's)		394		366
Average attendance per day		358		373
Average ticket price	$	20.43	$	21.65
Average retail per attendee	$	3.57	$	3.81

The key non-financial measurements for August 31, 2013 do not include exhibitions under management.

Exhibition revenue decreased by $56 thousand to $12.8 million primarily due to a decrease in profit share revenue related to the Titanic brand being in smaller markets in the first half of fiscal 2015. This was largely offset by our new Pompeii and King Tut exhibitions. For the six months ended August 31, 2013, we did not recognize exhibition revenue for the AEI exhibitions but instead received a management fee for managing these properties. During the six months ended August 31, 2014, we recognized $430 thousand in revenues related to the AEI exhibitions.

With 22 exhibits presented, the Company experienced an increase in attendance from 905 thousand in the first fiscal half of 2014 to 1.0 million in first six months of fiscal 2015. We attribute this increase in attendance to the addition of our Pompeii and King Tut exhibitions. Revenue from self-run exhibitions was 59.7% of total revenue in the first half of fiscal 2015, compared to 55.2% of revenue for the first half of fiscal 2014. These comparisons exclude the AEI portfolio.

Merchandise revenue decreased $0.8 million to $2.8 million for the six months ended August 31, 2014. Merchandise revenue decreased as a result of two Titanic touring sets being inactive nearly the entire six months ended August 31, 2014. In addition, four Titanic touring sets were run by partners and the Company receives wholesale revenues. Also, during the first six months of fiscal 2014 the Company had two touring exhibitions that represented 23% of total merchandise revenues. Partially offsetting these decreases was the addition of merchandise revenues from King Tut and Pompeii.

Cost of revenue. During the six months ended August 31, 2014, total cost of revenue increased by $2.2 million, or 29.7%, to $9.7 million compared to the same period last year, as reflected in the following table.

	Cost of Revenue
	(in thousands, except percentages)
	Six Months Ended						Percent Change
	August 31, 2014			August 31, 2013			2014 vs. 2013

Exhibition costs

Production	$	464		$	262			77.1	%
Operating Expenses		5,703			3,814			49.5	%
Marketing		2,341			2,096			11.7	%
		8,508			6,172			37.8	%
Exhibition expense as percent of exhibition revenue		66.7	%		48.1	%

Cost of merchandise		1,169			1,290			(9.4	)%
Cost of merchandise as percent of merchandise revenue		42.4	%		36.2	%
Total	$	9,677		$	7,462			29.7	%
Cost of revenue as a percent of total revenue		61.3	%		44.5	%

Exhibition expense increased from 48.1% of exhibition revenue in the first half of 2014 to 66.7% in the first half of fiscal 2015 primarily due to the additional rent expense related to our New York City location which started in July 2014. In addition, the operating costs associated with our Buena Park venue, which was only open for one month during our fiscal 2014’s second quarter, and our new Pompeii exhibition caused our exhibition expense to increase.

Cost of merchandise as a percent of merchandise revenue increased from 36.2% in the first half of fiscal 2014 to 42.4% in the first half of fiscal 2015 primarily due to higher retail labor costs. In the prior fiscal year, the Company ran fewer merchandise shops which reduced our cost and increased our margin.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $9.3 million or 55.5% during the six months ended August 31, 2013 to $6.1 million or 38.7% of revenue for the six months ended August 31, 2014.

Operating expenses. Our general and administrative expenses increased by $0.4 million to $7.0 million for the six months ended August 31, 2014 compared to the same period last year. Our general and administrative expenses increased by $0.5 million to $3.7 million for the quarter ended August 31, 2014 compared to the same period last year. The increase is primarily due to an increase in severance related expense related to the departure of our Chief Executive Officer during the second quarter of fiscal 2015. In addition, stock compensation expense increased from the prior year period.

Our depreciation and amortization expenses increased by $317 thousand from the prior year. The increase is attributable to the assets placed in service during fiscal 2014 related to our Buena Park location and our Pompeii exhibition.

Other expense. We recognized interest expense of $44 thousand on the Company’s debt during first half of fiscal 2015 as compared to $237 thousand in the first half of 2014.

Income tax expense/(benefit). We recorded zero income tax expense for the six months ended August 31, 2014 and 2013.

Net (income)/loss attributable to non-controlling interest. This represents the (income)/loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. We realized a net loss of $2.9 million for the six months ended August 31, 2014 as compared to net income of $909 thousand for the same period last year.

The Six Months Ended August 31, 2014 Compared to the Six Months Ended August 31, 2013 – Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the six months ended August 31, 2014 and 2013, with percent changes, follows:

	Six Months Ended August 31,						% Change
	2014			2013
	In thousands except percentages)

Revenue	$	15,788		$	16,759			(5.8	)%
Cost of revenue (exclusive of depreciation and amortization)		10,304			8,588			20.0	%
Gross profit		5,484			8,171			(32.9	)%
Gross profit as a percent of revenue		34.7	%		48.8	%

Operating expenses		8,692			7,589			14.5	%
Income/(loss) from operations		(3,208	)		582			(651.2	)%

Other expense		(6	)		(90	)		(93.3	)%

Income/(loss) before income tax		(3,214	)		492			(753.3	)%

Income tax expense		–			–			N/A	%
Effective tax rate		0.0	%		0.0	%

Net income/(loss)		(3,214	)		492			(753.3	)%
Less: Net (income)/loss attributable to non-controlling interest		356			(50	)		812.0	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(2,858	)	$	442			(746.6	)%

	Revenue (in thousands)
	Six Months Ended August 31,
	2014		2013
Exhibition Revenue
Admissions revenue	$	9,822	$	10,829
Non-refundable license fees for current exhibitions		2,941		1,990
Total Exhibition revenue		12,763		12,819
Merchandise Revenue		2,754		3,565
Management Fee		271		375
Total Revenue	$	15,788	$	16,759

Key Non-financial Measurements
Total number of exhibitions presented		22		21
Semi-permanent exhibitions presented		6		7
Partnered exhibitions presented		8		11
Exhibitions rented to promoters or museums		8		3
Total operating days for semi-permanent, partner and rented exhibitions		2,929		2,275
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		1,039		905
Average attendance per day for semi-permanent and partnered exhibitions presented		480		449
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.04	$	14.43
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.69	$	3.75

Semi permanent exhibitions:
Total operating days		1,102		982
Total attendance (in 000's)		394		366
Average attendance per day		358		373
Average ticket price	$	20.43	$	21.65
Average retail per attendee	$	3.57	$	3.81

The key non-financial measurements for August 31, 2013 do not include exhibitions under management.

Cost of revenue. During the six months ended August 31, 2014, total cost of revenue increased by $1.4 million, or 16.5%, to $10.0 million compared to the same period last year, as reflected in the following table.

	Cost of Revenue
	(in thousands, except percentages)

	Six Months Ended						Percent Change
	August 31, 2014			August 31, 2013			2014 vs. 2013

Exhibition costs

Production	$	464		$	262			77.1	%
Operating Expenses		6,330			4,940			28.1	%
Marketing		2,341			2,096			11.7	%
		9,135			7,298			25.2	%
Exhibition expense as percent of exhibition revenue		71.6	%		56.9	%

Cost of merchandise		1,169			1,290			(9.4	)%
Cost of merchandise as percent of merchandise revenue		42.4	%		36.2	%

Total	$	10,304		$	8,588			20.0	%
Cost of revenue as a percent of total revenue		65.3	%		51.2	%

Exhibition expense increased from 56.9% of exhibition revenue in the first half of 2014 to 71.6% in the first half of fiscal 2015 primarily due to the additional rent expense related to our New York City location which started in July 2014. In addition, the operating costs associated with our Buena Park venue, which was only open for one month during our fiscal 2014’s second quarter, and our new Pompeii exhibition caused our exhibition expense to increase. This was partially offset by a decrease in our royalty fee for the use of our Titanic artifacts. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $6.3 million from $11.3 million, royalty revenue decreased accordingly.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $8.2 million or 48.8% during the six months ended August 31, 2013 to $5.5 million or 34.7% of revenue for the six months ended August 31, 2014.

Operating expenses. Our general and administrative expenses increased by $0.4 million to $7.0 million for the six months ended August 31, 2014 compared to the same period last year. The increase is primarily due to an increase in severance related expense related to the departure of our Chief Executive Officer during the second quarter of 2014. Our general and administrative expenses increased by $0.5 million to $3.7 million for the quarter ended August 31, 2014 compared to the same period last year. The increase is primarily due to an increase in severance related expense related to the departure of our Chief Executive Officer during the second quarter of fiscal 2015. In addition, stock compensation expense increased from the prior year period.

Other expense. We recognized interest expense of $44 thousand on the Company’s debt during first half of fiscal 2015 as compared to $237 thousand in the first half of 2014.

Income tax expense/(benefit). We recorded zero income tax expense for the six months ended August 31, 2014 and 2013.

Net (income)/loss attributable to non-controlling interest. This represents the (income)/loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the six months ended August 31, 2014 and 2013, with percent changes, follows:

	Six Months Ended August 31,						% Change
	2014			2013
	(In thousands except percentages)

Revenue	$	627		$	1,126			(44.3	)%
Cost of revenue (exclusive of depreciation and amortization)		–			–			N/A	%
Gross profit		627			1,126			(44.3	)%
Gross profit as a percent of revenue		100.0	%		100.0	%

Operating expenses		634			659			(3.8	)%
Income/(loss) before tax		(7	)		467
Income tax expense		–			–			N/A	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(7	)	$	467			(101.5	)%

Revenue. During the six months ended August 31, 2014, total revenue decreased by $499 thousand, or 44.3%, to $627 thousand compared to the same period in the prior year due to the decrease in revenues from Titanic exhibitions and the decrease in merchandise sales. PEM pays RMST a royalty fee for the use of the Titanic artifacts in its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $6.3 million from $11.3 million, royalty revenue decreased accordingly.

Gross Profit. Gross profit decreased based on the 44.3% decrease in revenue discussed above.

Operating Expenses. Operating expenses for the six months ended August 31, 2014 decreased 3.8% from the same period in the prior year due to a decrease in the expenses related to the calculation of the administrative fee.

Income tax expense. We recorded zero income tax expense for the six months ended August 31, 2014 and 2013.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc. We realized a net loss for the six months ended August 31, 2014 of $7 thousand compared to net income of $467 thousand for the same period in the prior year based on the items discussed above.

Liquidity and Capital Resources

The following tables reflect selected information about our cash flows during the six months ended August 31, 2014 and 2013 (in thousands):

Liquidity

Selected cash flow information:

	Six Months Ended August 31,
	2014			2013

Net cash provided by operating activities	$	1,776		$	1,408
Net cash used in investing activities		(977	)		(2,518	)
Net cash/(used in) provided by financing activities		(337	)		40
Effects of exchange rate changes on cash and cash equivalents		–			1
Net increase/(decrease) in cash and cash equivalents	$	462		$	(1,069	)

Operating Activities. For the six months ended August 31, 2014, cash provided by operating activities was $1.8 million as compared to $1.4 million in the prior year. The increase in cash flow from operating activities is mainly due to an increase in our accounts payable and other liabilities and deferred revenues as well as a lower increase in our prepaid expenses. This was partially offset by the change in net income/(loss).

Investing Activities. Cash used in investing activities was $1.0 million for the six months ended August 31, 2014 as compared to $2.5 million in the prior year. Of the cash used in investing activities in the first six months of 2015, the majority, $800 thousand, was used to purchase a restricted certificate of deposit for our New York City lease. In addition, we purchased property and equipment of $393 thousand and $2.6 million for the six months ended August 31, 2014 and 2013, respectively. The majority of the property and equipment purchases for the six months ended August 31, 2014, related to the $300 thousand the Company paid to AEG Live, LLC for the tangible assets that were required to be returned to AEG Live, LLC at the end of the purchase agreement. For the six months ended August 31, 2013, the majority of the property and equipment purchases related to construction at our Buena Park location. For the six months ended August 31, 2014, these were partially offset by the redemption of a certificate of deposit of $201 thousand.

Financing Activities. Cash used in financing activities was $337 thousand for the six months ended August 31, 2014 compared to cash provided of $40 thousand for the six months ended August 31, 2013. Cash used in financing activities for the first six months of fiscal 2015 relates primarily to the repayment of $220 thousand of the note payable to AEG Live, LLC and $100 thousand in deferred financing costs paid. Cash provided by financing activities in fiscal 2014 relates to the proceeds from the exercise of stock options partially offset by the repayment of notes payable.

Purchase and Registration Rights Agreements

enters into any agreement, including, but not limited to, an equity line of credit, whereby it may sell securities at a future determined price.

The Company has also agreed to indemnify LPC against certain losses resulting from its breach of any of its representations, warranties or covenants under the agreements with LPC.

During the year ended February 29, 2012, we sold 275,000 shares to Lincoln Park Capital, LLC at an average price of $2.31, and issued 158,632 shares as commitment shares under the Purchase Agreement. No shares have been sold or issued since that time.

Capital requirements.

Contractual Obligations

There have been no material changes to our contractual obligations as disclosed in our Annual Report filed on Form 10-K for our fiscal year ended February 28, 2014 other than the changes noted below.

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 37^th and 38^th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square. Specific information about the exhibitions that will be opening in the space will be released at a later date. In the first fiscal quarter of fiscal 2015, we purchased a $800 thousand certificate of deposit and pledged it as collateral for this lease. An additional $900 thousand in collateral is due in the first fiscal quarter of 2016. The lease commenced in July 2014 and we anticipate the Company will begin presenting exhibitions in the leased space during the fiscal first quarter of 2016. Total future minimum payments under this lease are approximately $45.8 million.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements.

Critical Accounting Policies

There have been no material changes to our critical accounting policies as disclosed in our Annual Report filed on Form 10-K for our fiscal year ended February 28, 2014.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Interim President and Chief Executive Officer and our Chief Financial Officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Interim President and Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Interim President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Information presented in PART I of this FORM 10-Q is incorporated herein by reference.

Item 1. Legal Proceedings.

There have been no material changes in the legal proceedings discussed in our Annual Report on Form 10-K for the year ended February 28, 2014.

Item 1A. Risk Factors.

For a complete list of our Risk Factors, please refer to our Annual Report on Form 10-K for our fiscal year ended February 28, 2014. During the six months ended August 31, 2014, there were no material changes to our Risk Factors other than the changes noted below. You should consider carefully the Risk Factors. If any of these risks actually occur, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could decline, and you may lose all or a part of the money you paid to buy our common stock.

The short-term nature of our financing facility and our limited access to capital may create a risk that the Company cannot continue as a going concern.

While the Company recently entered into a debt facility of $8.0 million, the notes must be repaid by March 31, 2015. As a result, the Company must refinance the debt or obtain funds to repay the debt by that date. Because the proceeds from these notes are expected to be used in the near-term to satisfy the Company’s obligations under the New York City lease and proposed new content agreements, the Company could be capital constrained and unable to fulfill the terms of the notes 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.

Our cash flows from operations may not improve sufficiently to finance our ongoing operations or to make investments necessary for future growth without the need for additional financing.

We can provide no assurances that our cash flow from operations will improve sufficiently to finance our ongoing operations or to make investments necessary for future growth. During fiscal 2014, we had a net loss of approximately $714 thousand and our cash and marketable securities balance was approximately $3.8 million as of February 28, 2014. We currently do not have access to a revolving credit facility. There can be no assurance that our cash flows from operations will improve sufficiently during the next 12 months to fund our ongoing operations beyond that time.

During the third quarter of fiscal 2015, we entered into a short-term financing in the aggregate amount of $8.0 million. The principal amount of the note is due 180 days from its funding. If we are unable to improve our cash flow from operations it may impact our ability to obtain replacement financing at the end of this term, which could significantly impact our ability to conduct our business.

If we are unable to sufficiently improve our financial performance or obtain financing, if and when we may need it, we may not be able to continue operations as they are currently anticipated or we may be unable to make capital investments needed for our existing exhibits or to develop new exhibits.

We have recently made changes to key management positions and our failure to successfully adapt to changes in key management, and/or our inability to fill other vacant key positions, may adversely affect our business.

During our fiscal year 2015 our Board of Directors appointed our Chief Financial Officer and Chief Operating Officer to the additional positions of Interim President and Chief Executive Officer. In addition, our former Chief Executive Officer and President was named the Company’s Executive Chairman. Under the terms of our Secured Promissory Note and Guarantee, if the Company’s Executive Chairman is terminated it is considered an event of default under the agreement. As a result, the Company has limited flexibility to reorganize the management team during the term of this Note.

These changes in key management, including the appointment of an interim officer leading the company, as well as the potential for additional appointments, could create uncertainty among our employees, customers, partners and promoters and could result in changes to the strategic direction of our business, which could negatively affect our business, operating results and financial position. Any failure of our management to work together to effectively manage our operations, our inability to hire other key management, and any failure to effectively integrate new management into our controls, systems and procedures may materially adversely affect our business, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 6. Exhibits.

See Index to Exhibits on page 46 of this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

PREMIER EXHIBITIONS, INC.


Dated: October 15, 2014	By: /s/ Michael J. Little
	Michael J. Little, Interim President and Chief Executive Officer and Chief Financial Officer and Chief Operating Officer (Interim Principal Executive Officer and Principal Financial Officer)

INDEX TO EXHIBITS


Exhibit		Filed	Incorporated
No.	Exhibit Description	Herewith	Form	Exhibit	Filing Date


3.1	Amended and Restated Bylaws of Premier Exhibitions, Inc., dated August 27, 2014		8-K	3.1	08-29-14

10.1#	Second Amendment to Employment Agreement, effective July 30, 2014, by and between the Company and Michael J. Little	X

10.2	Secured Promissory Note and Guarantee, dated September 30, 2014, issued by Premier Exhibitions, Inc. in favor of Pentwater Credit Opportunities Master Fund Ltd.		8-K	10.1	10-06-14

10.3	Secured Promissory Note and Guarantee, dated September 30, 2014, issued by Premier Exhibitions, Inc. in favor of PWCM Master Fund Ltd.		8-K	10.2	10-06-14

10.4#	Employment Agreement, dated September 30, 2014, by and between Premier Exhibitions, Inc. and Samuel S. Weiser.		8-K	10.3	10-06-14

10.5	Exhibit Promoter Agreement between Premier Exhibition Management LLC and Broadway Video Entertainment, Inc., dated October 13, 2014		8-K	10.1	10-15-14

31.1	Rule 13a-14(a)/15d-14(a) Certification of Interim President and Chief Executive Officer	X

31.2	Rule 13a-14(a)/15d-14(a) Certification of Senior Vice President and Chief Financial Officer	X

32.1	Section 1350 Certifications	X

101.INS	XBRL Instance Document ⁽¹⁾	X

101.SCH	XBRL Taxonomy Extension Schema	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X

101.DEF	XBRL Taxonomy Extension Definition Linkbase	X

101.LAB	XBRL Taxonomy Extension Label Linkbase	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X


⁽¹⁾	Attached as Exhibit 101 to this report are the following Interactive Data Files formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of August 31, 2014 and February 28, 2014; (ii) Condensed Consolidated Statements of Operations for the three and six months ended August 31, 2014 and 2013; (iii) Condensed Consolidated Statements of Cash Flow for the six months ended August 31, 2014 and 2013; and (iv) Notes to Condensed Consolidated Financial Statements.

#	Management contract or compensatory plan or arrangement.

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