Premier Exhibitions Reports Fourth Quarter and Full Year Fiscal 2008 Financial Results

Annual Revenue Up 104 Percent and Annual Net Income Up 66 Percent


ATLANTA, May 6, 2008 (PRIME NEWSWIRE) -- Premier Exhibitions, Inc. (Nasdaq:PRXI), a major developer of touring museum quality exhibitions, today announced its financial results for the fourth quarter and fiscal year ended February 29, 2008 ("Fiscal 2008"). Revenues for the fourth quarter increased 72%, to $17.2 million, compared to $10.0 million in the same period last year. The Company realized net income of $0.8 million for the fourth quarter compared to $2.8 million in the same quarter last year. Diluted income per common share for the quarters ended February 29, 2008 and February 28, 2007 was $0.02 and $0.09, respectively. EBITDA (a non-GAAP measure) for the fourth quarter and for the same period last year was $2.0 million and $5.1 million, respectively. Adjusted EBITDA (a non-GAAP measure) for the fourth quarter and for the same period last year was $3.3 million and $5.8 million, respectively. A reconciliation of all non-GAAP measures to their most directly comparable GAAP financial measure, together with a definition of each such measure and an explanation of why management believes such non-GAAP financial measure provides useful information to investors, is provided as an exhibit to this press release.

Revenue for Fiscal 2008 increased 104%, to $61.5 million, compared to $30.1 million in the fiscal year ended February 28, 2007 ("Fiscal 2007"). Net income for Fiscal 2008 increased 66% to $12.3 million, compared to $7.4 million in Fiscal 2007. Diluted income per common share for Fiscal 2008 and 2007 was $0.37 and $0.24, respectively. EBITDA (a non-GAAP measure) for Fiscal 2008 and 2007 was $20.9 million and $13.7 million, respectively. Adjusted EBITDA (a non-GAAP measure) for Fiscal 2008 and 2007 was $25.6 million and $15.9 million, respectively.

On January 9, 2008, the Company provided updated financial guidance for Fiscal 2008 revenue, net income, diluted earnings per share and EBITDA (a non-GAAP measure). The Company exceeded the upper end of the revenue guidance with actual revenue of $61.5 million compared to a guidance range of $56.9 million to $61.0 million primarily as the result of higher than anticipated attendance at its exhibitions. The Company was below the updated guidance for net income with $12.3 million in actual net income compared to a guidance range of $12.7 million to $15.4 million. Actual fully diluted earnings per share for Fiscal 2008 were $0.37 compared to the expected range of $0.38 to $0.46 per share. Actual EBITDA was $20.9 million compared to guidance of $21.4 million to $25.5 million. The shortfall in net income, earnings per share and EBITDA was due primarily to increased marketing costs at the Company's self-run exhibitions, increased legal and public relations expense related to ABC's 20/20 program on certain of the Company's human anatomy exhibitions, a non-cash charge for amortization of contracts related to The Universe Within Touring Company, LLC. acquisition and costs incurred related to the cancellation of a BODIES exhibition planned for St. Petersburg, Russia.

President & CEO Perspective

"We are pleased with the financial results achieved for Fiscal 2008 with significant growth in revenue, earnings and operating cash flow compared to the prior year," said Bruce Eskowitz, President and CEO. "While we were slightly below the guidance range provided on January 9, 2008 for earnings, we were above the top end of the range for revenue. More importantly, I am very pleased at the significant progress we have made during Fiscal 2008 and thus far in our fiscal year ending February 28, 2009 on all of the strategic initiatives we reviewed in our last earnings conference call.

In February 2008, we signed a long term lease with the owner of the Luxor Resort & Casino in Las Vegas, Nevada to develop a new exhibition complex which will include BODIES ...The Exhibition, Titanic: The Artifact Exhibition and one of our new exhibitions; Sports Immortals, The Traveling Exhibition. The complex, which encompasses almost 50,000 square feet, will include not only these three new exhibitions but will also include expanded gift shops. This is an extremely important relationship for the Company, and we believe that it solidifies our position in Las Vegas with a premier facility committed to offering a variety of entertainment options to its visitors.

We have also made significant progress toward adding new exhibitions and diversifying our revenue stream in recent weeks. We signed a long term licensing agreement to present Dialog in the Dark in the U.S and Canada. This is a well known exhibition that has hosted millions of visitors in over 22 countries in Europe, Asia and South America. We expect to open our first North American engagement in the second half of fiscal year 2009 and are planning to operate both permanent and touring exhibitions.

We also entered into a license agreement with Sports Immortals, Inc. under which we acquired an exclusive worldwide license to design, produce, present, promote and conduct multiple Sports Immortals exhibitions. Sports Immortals is widely considered to be the largest and most extensively known collection of sports memorabilia with over one million artifacts from the world's greatest athletes. We expect to open an initial exhibition in the second half of calendar year 2008 and plan to operate multiple touring exhibitions.

Also, as we discussed in January, we made significant progress in increasing our ancillary revenues. In the food and beverage area, we entered into a joint venture agreement with Centerplate to offer catering and cafe services at select venues for the next five years. This agreement fulfills our commitment to generating additional sustainable revenue, and we believe that it will also help us build a continued standard of excellence for our visitors to our exhibitions.

In March 2008, we acquired MGR Entertainment, a leading full service entertainment merchandise company. We expect that MGR Entertainment will serve as our in house merchandising agency and, in such capacity, will be responsible for developing our overall long-term strategy for generating and maximizing sustainable retail revenue for our current and future exhibitions.

In addition, we signed a national contract with Ticketmaster to be the primary ticket provider for our exhibitions. We believe this arrangement will provide us with comprehensive event ticketing technology, data management and a fully-integrated ticketing system.

We also made significant progress in completing our executive management team. Bud Ingalls was hired as the Company's Chief Financial Officer and joins us with over 20 years experience as a CFO for both public and private entities. In addition, Bob Sirmans joined us as Vice-President of Business Development and Strategy after a successful tenure at AOL, LLC. Bob is responsible for leading our strategic partnership, alliance-building and business strategy functions. With our recent management team additions, we believe that we have now assembled a strong and experienced management team that will not only allow the Company to continue its growth and revenue diversification but will also support management's commitment to increase overall shareholder value," added Mr. Eskowitz.

Other Updates:



 * On March 25, 2008, the United States District Court for the Eastern
   District of Virginia granted the U.S. government leave to file an
   amicus curie (friend of the court) brief in response to the
   Company's November 30, 2007 motion for an interim salvage award.
   The U.S. government took the position that the issuance of an in
   specie (in kind) salvage award to the Company, with limitations,
   could be an appropriate mechanism to satisfy the salvage award and
   to help ensure that the Titanic artifacts are conserved and curated
   in an intact collection that remains available to the public. On
   April 15, 2008, the District Court entered an order requesting the
   Company propose suggested covenants that would be included in an in
   specie award. The order also outlines a process for further
   discussion pertaining to such covenants should the court decide to
   issue an in specie award. The District Court has not yet determined
   that an in specie award is the proper remedy to satisfy the
   Company's motion.

 * In December 2007, the Company acquired the license rights to
   promote three additional human anatomy exhibitions known as "Our
   Body: The Universe Within."

 * Attendance at our exhibitions continues to be strong. Currently, we
   have four operating Titanic exhibitions in Galveston, TX, Las
   Vegas, NV, Brno in the Czech Republic and Hartford, CT. The Company
   recently completed a Titanic exhibition in Phoenix, AZ and expects
   to open a new Titanic exhibition in Pittsburgh, PA during May,
   2008. We also currently have twelve operating BODIES exhibitions in
   Cincinnati, OH, Ft. Lauderdale, FL, Kansas City, MO, Las Vegas, NV,
   New York City, Vienna, Austria, Madrid, Spain, Santiago, Chile,
   Mobile, AL, Oklahoma City, OK, San Antonio, TX, and Copenhagen,
   Denmark. The Company recently completed three BODIES exhibitions in
   Sacramento, CA, Pittsburgh, PA and Barcelona, Spain. The Company
   expects to open five new BODIES exhibitions in the next 30 days.

 * On February 14, 2008, the New York Attorney General served the
   Company with a subpoena seeking information associated with our
   human anatomy exhibition in New York City. The Company is
   cooperating with and assisting the Attorney General's Office in its
   inquiry to resolve this matter expeditiously.

Fourth Quarter Comparison

Outlined below are explanations for significant variances on the Company's income statement between the fourth quarter of Fiscal 2008 and the fourth quarter of Fiscal 2007.

Revenue

The increase in revenue was primarily due to:



 * An increase in the number of concurrent operations of "Bodies...The
   Exhibition" locations to eight (Barcelona, Spain; Columbus, OH;
   Framingham, MA; Ft. Lauderdale, FL; Las Vegas, NV; New York, New
   York; Pittsburgh, PA; and San Diego, CA) compared to five
   (Amsterdam, Holland; Las Vegas, NV; Miami, FL; New York, New
   York and Seattle, WA) in the same quarter last year.

 * An increase in the number of concurrent operations of "Bodies
   Revealed" locations to four (Hartford, CT; Sarasota, FL;
   Sacramento, CA; and Buenos Aires, Argentina) compared to one (Sao
   Paulo, Brazil) in the same quarter last year.

 * The addition of five "Our Body: The Universe Within" exhibitions in
   Detroit, MI; Mobile, AL; Oklahoma City, OK; Rochester, NY; and San
   Antonio, TX following their acquisition by the Company in December,
   2007.

Cost of Sales

The increase in cost of sales was primarily due to:



 * An increase in the number of the Company's self-run exhibitions,
   where all costs are recorded by the Company compared to partnership
   arrangements, where costs are shared between the Company and a
   partner.

 * An increase in marketing costs primarily attributable to additional
   marketing campaigns associated with additional self-run
   exhibitions. Also, the Company incurred committed advertising costs
   during the fourth quarter for a self-run exhibition that closed
   early.

 * Costs incurred related to the cancellation of a BODIES exhibition
   that was planned for St. Petersburg, Russia.

Operating expenses

General & Administrative (G&A)

The increase in G&A was primarily due to:



 * Increased legal and public relations expense related to ABC's 20/20
   program on the BODIES exhibitions.

 * A non-cash charge in the form of stock compensation costs of
   approximately $1.4 million during the fourth quarter compared to
   $0.7 million for the same quarter in the prior year.  This increase
   in stock compensation was primarily associated with the Company's
   hiring of new executive management personnel as well as the
   addition of two new Directors.

Depreciation and Amortization

The increase in depreciation and amortization was primarily due to:



 * An increase in the depreciation of exhibition assets related to the
   increased number of self-run exhibitions during the year.

 * An increase due to the Company's recent acquisition of The Universe
   Within Touring Company, LLC. and amortization of specimen licenses
   associated with that acquisition.

 * A non-cash charge related to the amortization of contract costs
   related to the Universe Within acquisition.

Net Income

The decrease in net income in the fourth quarter compared to the fourth quarter of the prior fiscal year was primarily a result of an increase in revenue offset by higher expenses related to self-run exhibitions, higher stock compensation expense and higher depreciation and amortization costs compared to the prior fiscal year. The fourth quarter of the prior fiscal year also included a gain on the sale of the R.M.S. Carpathia of $1.6 million and $1.5 million related to the sale of an option to jointly conduct a Carpathia/Titanic exhibition.

Full Fiscal Year Comparison

Outlined below are explanations for significant variances on the Company's income statement between the full year of Fiscal 2008 and for the full year of Fiscal 2007.

Revenue

The increase in revenue was primarily due to:



 * An increase in the number of human anatomy exhibitions. There were
   28 separate human anatomy exhibitions in Fiscal 2008 compared to
   only 11 separate human anatomy exhibitions in Fiscal 2007. This was
   due to improved exhibition scheduling as well as to the Company's
   acquisition of The Universe Within Touring Company, LLC.

 * Although the Company operated the same number of Titanic
   exhibitions in both Fiscal 2007 and Fiscal 2008, its Titanic
   exhibition venues in Fiscal 2008 achieved significantly higher
   attendance compared to Fiscal 2007.

 * Merchandise revenue increasing by approximately 91% from
   $1.1 million to $2.1 million during Fiscal 2007 compared to Fiscal
   2008. This increase is primarily attributable to increasing the
   number of self-run human anatomy exhibits, where all merchandise
   revenue is recorded by the Company compared to partnership
   arrangements, where revenues are shared between the Company and a
   partner.

Cost of Sales

The increase in cost of sales was primarily due to:



 * An increase in the number of self-run exhibitions, where all costs
   are recorded by the Company compared to partnership arrangements,
   where costs are shared between the Company and a partner.

 * An increase in marketing costs related to marketing campaigns
   associated with the increase in the number of self-run exhibitions.
   The Company also incurred committed advertising costs during Fiscal
   2008 for two self-run-exhibitions that closed early.

Operating expenses

General & Administrative (G&A)

The increase in G&A was primarily due to:



 * The enhancement of the Company's executive management team to
   include a new CEO and President, Chief Financial Officer, Vice
   President of Business Development and Strategy and Vice President
   of Sales and Strategic Partnerships.

 * Increased headcount in the Company's support departments
   (Accounting, Marketing, and Administrative) to more effectively
   organize, administer, and manage the increased number of
   exhibitions and revenue sources.

 * Non-cash charges in the form of stock compensation costs of
   approximately $4.7 million during Fiscal 2008 compared to
   $2.2 million for Fiscal 2007.  This increase in stock compensation
   is primarily associated with the provision of inducement awards to
   new members of the Company's executive management and to two of its
   new Directors.

Depreciation and Amortization

The increase in depreciation and amortization was primarily due to:



 * An increase in depreciation of exhibition assets related to the
   increase in the number of self-run exhibitions.

 * An increase in amortization due to the Company's acquisition of The
   Universe Within Touring Company, LLC. and additional specimen
   licenses associated with that acquisition.

 * A non-cash charge related to the amortization of contract costs
   related to the Universe Within Touring Company, LLC. acquisition.

Net Income

The increase in net income for Fiscal 2008 compared to Fiscal 2007 was due to an increase in revenue partially offset by an increase in operating expenses, higher stock compensation and higher depreciation and amortization. In addition, results for Fiscal 2007 included a gain on the sale of R.M.S. Carpathia of $1.6 million and $1.5 million related to the sale of an option to jointly conduct a Carpathia/Titanic exhibition.

Balance Sheet Changes

The Company continues to invest to grow its business which was reflected in changes to its balance sheet between the end of Fiscal 2007 and the end of Fiscal 2008.

Prepaid and current assets -- The increase in prepaid and other assets is primarily attributable to additional prepaid leases, build-out costs, deposits and other prepaid services as a result of the Company operating additional self-run exhibitions.

Property and equipment -- The increase in property and equipment is primarily attributable to an increase in exhibition assets as a result of an increase in the number of self-run exhibitions.

Licenses and other rights -- The Company entered into several new licensing arrangements for additional specimen sets to be used in its human anatomy exhibitions. In addition, the Company acquired all of the outstanding membership interests of The Universe Within Touring Company, LLC., the owner of licensing rights to three full sets of human anatomy specimens to be used in the Company's exhibitions.

Other assets -- The increase in other assets is primarily due to the creation of a deferred tax asset related to non-cash stock compensation.

Accounts payable -- The increase in accounts payable is primarily due to an increase in operating costs associated with the Company's self-run exhibitions and payroll costs resulting from an increase in the number of employees.

Treasury stock -- The Company repurchased 1.0 million shares of its stock pursuant to a publicly announced stock repurchase program. The Company believes that the repurchase will be accretive to its earnings per share.

Outlook

The year ending February 28, 2009 ("Fiscal 2009") is anticipated to be a year of continued growth and transition for the Company. Attendance and sales at all of the Company's existing exhibitions, both self-run and partnered locations, are expected to continue to be strong as the Company evaluates and develops new locations for future exhibitions. The Company expects that more of its revenue in Fiscal 2009 will be from international locations than in Fiscal 2008, due to the Company's partnership with Live Nation. In addition, during Fiscal 2009 the Company expects to begin to record additional revenue from our new exhibitions, including Dialog in the Dark and Sports Immortals. The Company also expects to record increased merchandise revenue as a result of its acquisition of MGR Entertainment. In Fiscal 2009 exhibition operations at the Luxor Resort & Casino are also expected to commence under the Company's new lease agreement. In addition, the Company expects to increase food and beverage revenue through its Centerplate relationship and intends to continue to pursue several opportunities for sponsorship and alliance relationships.

While the Company anticipates that it will continue to announce the opening of new venue locations throughout the year, it is not providing financial guidance for fiscal 2009 at this time because of the changing nature of its revenue and cash flow stream and the difficulty in developing specific long-range financial estimates. Management remains committed to growing the Company, increasing earnings and cash flow and maximizing shareholder value. As Fiscal 2009 progresses the Company intends to revisit the benefit and feasibility of providing financial guidance.

Q4 2008 and Fiscal Year End Earnings Conference Call

The Company will hold its fourth quarter and fiscal year 2008 earnings conference call Wednesday, May 7, 2008 at 9:00 a.m. (EDT). Investors can access the call by dialing 1-877-741-4249 in the U.S. and 1-719-325-4823 internationally. Callers should reference confirmation code 6404093. A transcript of the conference call will be made available on the Company's website: www.prxi.com.

Safe Harbor Statement

Except for historical information, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve certain risks and uncertainties. The actual results or outcomes of the Company may differ materially from those anticipated. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, the Company can provide no assurance that any of the forward-looking statements contained in this press release will prove to be accurate.

In light of the significant uncertainties and risks inherent in the forward-looking statements included in this press release, such information should not be regarded as a representation by the Company that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, uncertainty regarding the results of certain legal proceedings and competition. Forward-looking statements consist of statements other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "intend," "expect," "will," "anticipate," "estimate" or "continue" or the negatives thereof or other variations thereon or comparable terminology. The Company does not undertake an obligation to update publicly any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Statement Regarding Use of Non-GAAP Measures

This press release contains certain non-GAAP (generally accepted accounting principles in the U.S.) financial measures as defined by Regulation G as promulgated by the Securities and Exchange Commission. A reconciliation of each such measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes that these non-GAAP financial measures provide useful information to investors, is provided below.

EBITDA

EBITDA is defined as income from operations before other income and expenses, income taxes, interest and depreciation and amortization. EBITDA does not represent cash flows from operations as defined by GAAP, and should not be considered as either an alternative to net income as an indicator of the Company's operating performance or as an alternative to cash flows as a measure of the Company's liquidity. Nevertheless, the Company believes that providing non-GAAP information regarding EBITDA is important for investors and other readers of its financial statements, as it provides a measure of the Company's liquidity. In addition, EBITDA is commonly used as an analytical indicator within the entertainment and exhibitions industries. Because EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies. A table reconciling the non-GAAP information presented above to GAAP follows the financial statements included with this press release.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that the Company defines as earnings before certain unusual and/or non-cash charges, depreciation and amortization, loss (gain) on sale of operating assets and non-cash compensation expense. The Company uses Adjusted EBITDA to evaluate the performance of its operating segments. The Company believes that information about Adjusted EBITDA assists investors by allowing them to evaluate changes in the operating results of the company's portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation on the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in the Company's business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Free Cash Flow

Free Cash Flow is a measure of financial performance calculated as operating cash flow minus capital expenditures. Free Cash Flow does not represent cash flows from operations as defined by GAAP, and should not be considered as either an alternative to net income as an indicator of the Company's operating performance or as an alternative to cash flows as a measure of its liquidity. Nevertheless, the Company believes that providing non-GAAP information regarding Free Cash Flow is important for investors and other readers of its financial statements, as it provides a measure of liquidity. Because Free Cash Flow is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Free Cash Flow, as presented, may not be directly comparable to other similarly titled measures used by other companies. A table reconciling the non-GAAP information presented above to GAAP follows the financial statements included with this press release.



               Premier Exhibitions, Inc. and Subsidiaries
                 Consolidated Statements of Operations
                              (unaudited)

                       Three Months Ended            Year Ended
                    ------------------------  ------------------------
                      Feb. 28,    Feb. 29,      Feb. 28,     Feb. 29,
                        2007        2008         2007          2008
                    -----------  -----------  -----------  -----------
 Revenue:
  Exhibition
   revenue          $ 9,910,000  $16,425,000  $28,916,000  $59,231,000
  Merchandise
   and other            100,000      762,000    1,061,000    2,142,000
  Sale of coal           29,000        4,000      110,000       81,000
                    -----------  -----------  -----------  -----------
 Total revenue       10,039,000   17,191,000   30,087,000   61,454,000

 Cost of revenue:

 Exhibition costs     3,303,000    8,286,000    7,707,000   20,457,000
 Cost of
  merchandise
  sold                   77,000      229,000      182,000      457,000
 Cost of coal
  sold                    3,000        4,000       13,000       19,000
                    -----------  -----------  -----------  -----------
 Total cost of
  revenue
  (exclusive of
  depreciation
  and
  amortization
  shown
  separately
  below)              3,383,000    8,519,000    7,902,000   20,933,000

 Gross profit         6,656,000    8,672,000   22,185,000   40,521,000
                    -----------  -----------  -----------  -----------

 Operating expenses:
  General and
   admini-
   strative           3,210,000    6,714,000    9,773,000   19,626,000
  Depreciation
   and
   amortization         476,000    1,243,000    1,529,000    2,911,000
  Litigation
   settlement                --           --      350,000           --
  Loss on sale
   of fixed
   asset                     --       (2,000)          --       (2,000)
  Gain on sale
   of Carpathia,
   related
   party             (1,626,000)          --   (1,626,000)          --
                    -----------  -----------  -----------  -----------

 Total operating
  expenses            2,060,000    7,955,000   10,026,000   22,535,000

 Income from
  operations          4,596,000      717,000   12,159,000   17,986,000

 Other income
  and expenses:
  Interest income       117,000      237,000      224,000      973,000
  Interest
   expense                   --           --      (51,000)          --
  Other income            1,000           --       37,000       10,000
                    -----------  -----------  -----------  -----------

 Total other
  income and
  expenses              118,000      237,000      210,000      983,000

 Income before
  provision for
  income taxes        4,714,000      954,000   12,369,000   18,969,000

 Provision for
  income taxes        1,886,000      175,000    4,948,000    6,660,000
                    -----------  -----------  -----------  -----------

 Net income         $ 2,828,000  $   779,000  $ 7,421,000  $12,309,000
                    ===========  ===========  ===========  ===========

 Net income per
  share:

   Basic income
    per common
    share           $      0.10  $      0.03  $      0.27  $      0.42
                    ===========  ===========  ===========  ===========
   Diluted income
    per common
    share           $      0.09  $      0.02  $      0.24  $      0.37
                    ===========  ===========  ===========  ===========

 Shares used in
  basic per
  share
  calculations       28,871,850   29,633,671   27,674,221   29,653,994
                    ===========  ===========  ===========  ===========

 Shares used in
  diluted per
  share
  calculations       32,766,513   33,270,790   31,047,056   33,379,462
                    -----------  -----------  -----------  -----------



             Premier Exhibitions, Inc. and Subsidiaries
                      Consolidated Balance Sheets

                                          February 28,    February 29,
                                              2007            2008
                                          ------------    ------------
       ASSETS

 Current assets:
  Cash and cash equivalents               $ 16,811,000    $ 16,426,000
  Marketable securities                             --       1,055,000
  Accounts receivable, net of
   allowance for doubtful
   accounts of $252,000 and
   $378,000, respectively                    3,050,000       3,590,000
  Carpathia receivable,
   related party                             2,500,000       2,500,000
  Prepaid expenses and other
   current assets                            2,309,000       3,973,000
                                          ------------    ------------
 Total current assets                       24,670,000      27,544,000

 Artifacts owned, at cost                    3,091,000       3,088,000
 Salvor's lien                                   1,000           1,000
 Property and equipment, net of
  accumulated depreciation of
  $3,141,000 and $4,707,000,
  respectively                               3,620,000       7,308,000
 Licenses and other rights, net
  of accumulated amortization
  of $1,407,000 and $2,752,000,
  respectively                               3,266,000       7,073,000
 Goodwill                                           --       1,377,000
 Deferred income taxes                         238,000       1,660,000
 Other assets                                       --       2,610,000
                                          ------------    ------------
                                          $ 34,886,000    $ 50,661,000
                                          ============    ============


      LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
  Accounts payable and accrued
   liabilities                             $ 1,450,000     $ 3,565,000
  Deferred revenue                             536,000              --
                                          ------------    ------------
 Total current liabilities                   1,986,000       3,565,000

 Commitments and contingencies                      --              --

 Shareholders' equity:
  Common stock; $.0001 par
   value; authorized 40,000,000
   shares issued and
   outstanding 29,004,318 and
   30,166,614 shares at
   February 28, 2007 and
   February 29, 2008,
   respectively                                  3,000           3,000
  Common stock payable                          90,000              --
  Additional paid-in capital                34,252,000      43,147,000
  Retained earnings                           (903,000)     11,406,000
  Accumulated other
   comprehensive loss                         (129,000)       (270,000)
  Less treasury stock, at cost;
   1,066,449 and 58,945 shares
   at February 28, 2007 and
   February 29, 2008,
   respectively                               (413,000)     (7,190,000)
                                          ------------    ------------
 Total shareholders' equity                 32,900,000      47,096,000
                                          ------------    ------------
                                          $ 34,886,000    $ 50,661,000
                                          ============    ============



              Premier Exhibitions, Inc. and Subsidiaries
                 Consolidated Statements of Cash Flows

                                            Year Ended     Year Ended
                                           February 28,   February 29,
                                               2007           2008
                                           -----------    ------------
 Cash flows from operating
   activities:
  Net income                               $ 7,421,000    $ 12,309,000
                                           -----------    ------------

  Adjustments to reconcile net
   income to net cash provided
   (used) by operating
   activities:
   Depreciation and
    amortization                             1,529,000       2,911,000
   Stock based compensation                  2,241,000       4,671,000
   (Increase) decrease in cost
     of artifacts                               11,000              --
   Provision for doubtful
    accounts                                   257,000         126,000
   Excess tax benefit on the
    exercise of employee stock
    options                                         --      (1,440,000)
   Gain on sale of Carpathia,
    related party                           (1,626,000)             --
   Changes in operating assets
    and liabilities:
     (Increase) decrease in
      accounts receivable                   (1,722,000)       (666,000)
     (Increase) decrease in
      deferred income taxes                  2,266,000      (1,422,000)
     (Increase) decrease  in
      prepaid expenses and
      other current assets                   1,149,000      (1,639,000)
     (Increase) decrease in
      other assets                             132,000              --
     (Decrease) increase in
      deferred revenue                         236,000        (562,000)
     (Decrease) increase in
      accounts payable and
      accrued liabilities                      412,000       2,114,000
     (Decrease) increase in
       common stock payable                   (830,000)             --
     (Decrease) Increase in
       income taxes payable                         --         740,000
                                           -----------    ------------
  Total adjustments                          4,055,000       4,833,000
                                           -----------    ------------
  Net cash provided by
   operating activities                     11,476,000      17,142,000
                                           -----------    ------------
  Cash flows used by investing
   activities:
   Purchases of property and
    equipment                               (2,357,000)     (5,250,000)
   Purchase of exhibition
    licenses                                  (550,000)     (2,906,000)
   Acquisition                                      --      (5,000,000)
   Purchase of subrogation
    rights                                          --        (250,000)
   Unrealized gain or loss on
    certificate deposit                             --         (55,000)
   Purchase of certificate of
    deposit                                    500,000      (1,000,000)
                                           -----------    ------------
  Net cash used by investing
   activities                               (2,407,000)   (14,461,000)
                                           -----------    ------------

 Cash flows from financing activities:
  Proceeds from notes payable                  342,000              --
  Company stock repurchase                          --      (6,777,000)
  Reduction in marketable
   securities                                   70,000              --
  Principal payments on notes
   payable                                  (1,690,000)             --
  Proceeds from option and
   warrant exercises                         2,288,000       2,412,000
  Excess tax benefit on the
   exercise of employee stock
   options                                   2,630,000       1,440,000
                                           -----------    ------------
  Net cash provided by (used in)
   financing activities                      3,640,000      (2,925,000)
                                           -----------    ------------
  Effects of exchange rate
   changes on cash and cash
   equivalents                                 (27,000)       (141,000)
                                           -----------    ------------

    Net increase (decrease)
     in cash and cash
     equivalents                            12,682,000        (385,000)
    Cash and cash equivalents
     at beginning of year                    4,129,000      16,811,000
                                           -----------    ------------
    Cash and cash equivalents
     at end of year                       $ 16,811,000    $ 16,426,000
                                          ============    ============

 Supplemental disclosure of
  cash flow information:
  Cash paid during the period
   for interest                           $     27,000    $         --
                                          ============    ============
 Supplemental disclosure of
  cash flow information:
  Cash paid during the period
   for taxes                              $         --    $  7,252,000

 Supplemental disclosure of
  non-cash investing and
  financing activities:
  Cashless exercise of stock
   options                                $    413,000    $     90,500
                                          ============    ============

  Supplemental disclosure of
   non-cash investing and
   financing activities:
   Unrealized loss on
    marketable securities                 $         --    $    (55,000)
                                          ============    ============

                     Three Months Ended          Year Ended
                    ------------------------  ------------------------
                      Feb. 28,     Feb. 29,     Feb. 28,     Feb. 29,
                        2007         2008         2007         2008
                    -----------  -----------  -----------  -----------
 Net Income         $ 2,828,000  $   779,000  $ 7,421,000  $12,309,000
 Provision for
  income taxes        1,886,000      175,000    4,948,000    6,660,000
 Interest
  income               (118,000)    (237,000)    (210,000)    (983,000)
 Depreciation
  & Amortiza-
  tion                  476,000    1,243,000    1,529,000    2,911,000
                    -----------  -----------  -----------  -----------
    EBITDA          $ 5,072,000  $ 1,960,000  $13,688,000  $20,897,000

 Stock
  Compensation          742,000    1,376,000    2,241,000    4,671,000
                    -----------  -----------  -----------  -----------
  Adjusted EBITDA   $ 5,814,000  $ 3,336,000  $15,929,000  $25,568,000
                    ===========  ===========  ===========  ===========

Non - GAAP Measure:

EBITDA is defined as net income from continuing operations before interest and other income, income taxes, depreciation and amortization. EBITDA should not be considered as an alternative to net income, cash flows from operations or any other indicator of the Company's performance or liquidity, determined in accordance with U.S. GAAP.

Adjusted EBITDA is defined as net income from continuing operations before interest and other income, income taxes, depreciation, amortization and stock compensation. Adjusted EBITDA should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP.


             Premier Exhibitions, Inc. and Subsidiaries
                            Free Cash Flow

                      Three Months Ended              Year Ended
                    ------------------------  ------------------------
                      Feb. 28,     Feb. 29,     Feb. 28,    Feb. 29,
                       2007         2008          2007        2008
                    -----------  -----------  -----------  -----------
 Operating Cash
   Flow             $ 5,355,000  $ 1,012,000  $11,476,000  $17,142,000
 Capital
  Expenditures         (211,000)  (1,785,000)  (2,357,000)  (5,250,000)
                    -----------  -----------  -----------  -----------
    Free Cash
     Flow           $ 5,144,000  $  (773,000) $ 9,119,000  $11,892,000
                    ===========  ===========  ===========  ===========

Non - GAAP Measure:

Free Cash Flow is a measure of financial performance calculated as operating cash flow minus capital expenditures. Free Cash Flow does not represent cash flows from operations as defined by GAAP, and should not be considered as either an alternative to net income as an indicator of Premier Exhibitions, Inc.'s operating performance or as an alternative to cash flows as a measure of Premier Exhibitions, Inc.'s liquidity.



            

Mot-clé


Coordonnées