ATLANTA, Oct. 7, 2008 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (Nasdaq:PRXI), a major developer of touring museum quality exhibitions, today announced its financial results for the second quarter ended August 31, 2008. Premier Exhibition's fiscal year ends February 28, 2009 ("Fiscal 2009"). Revenue for the second quarter decreased 6%, to $15.1 million, compared to $16.1 million in the second quarter of the fiscal year ended February 29, 2008 ("Fiscal 2008"). For the six months ended August 31, 2008, revenue increased 10% to $30.3 million, compared to $27.5 million for the same period in the prior year. Net income was $0.9 million in the second quarter compared to net income of $5.5 million in the same quarter last year. For the six month period ended August 31, 2008, net income was $0.0 million, compared to $8.8 million for the same period in the prior year.
Diluted income per common share for the quarters ended August 31, 2008 and August 31, 2007 was $0.03 and $0.17, respectively. EBITDA (a non-GAAP measure) for the second quarter of Fiscal 2009 and for the same period last year was $2.4 million and $8.6 million, respectively. Adjusted EBITDA (a non-GAAP measure) for the second quarter of Fiscal 2009 and for the same period last year was ($0.2) million and $9.1 million, respectively.
Diluted income per common share for the six months ended August 31, 2008 and August 31, 2007 was $0.00 and $0.27, respectively. EBITDA for the first six months of Fiscal 2009 and for the same period last year was $2.3 million and $14.3 million, respectively. Adjusted EBITDA for the first six months of Fiscal 2009 and for the same period last year was $1.3 million and $15.3 million, respectively.
Starting in the first quarter of Fiscal 2009, the Company began presenting total gross revenue as a new, non-GAAP financial measure. The Company believes that total gross revenue is an important metric that provides relevant information on the true scale of the Company's operations. For the quarter ended August 31, 2008, total gross revenue was $31.1 million, and for the six months ended August 31, 2008, total gross revenue was $62.0 million.
A reconciliation of all non-GAAP measures presented in this press release 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.
Chairman & CEO Perspective
"The second quarter of Fiscal 2009 was marked by significant organizational change and continued financial performance well below our expectations," said Arnie Geller, Chairman and CEO. "After reassuming operational leadership of the Company in August, my first order of business was to conduct a thorough review of all aspects of the Company's business and its operations. The goal of this review was threefold: (1) to ensure that as a Company we are making decisions that will enable us to navigate around the current economic challenges; (2) to streamline our cost structure where appropriate; and (3) to help maximize the efficiency of our current operations. I'm pleased to report that we are moving forward in all three areas and expect to see concrete results in the coming months.
We have implemented several important changes in the composition of our management team, realigned the operations of certain of our exhibitions, initiated efforts to trim both our fixed and variable costs and solidified certain of our business relationships. The review of the Company's business and operations is ongoing -- we are committed as a management team and board of directors to continue identifying opportunities to reduce costs and improve operating results. We are also committed to restoring the Company's image with the investment community and to significantly increasing the shareholder value.
We did achieve an operating profit for the second quarter, with significant benefit from the one-time adjustment of previously recorded stock compensation costs, offset partially by severance costs that were recorded during the period. We also saw increased attendance at many of our venues, particularly at the Luxor Hotel and Casino following the opening of our BODIES exhibition in August. We also had very successful exhibitions operating during the quarter at Kansas City, Cincinnati, New York City, and Santiago, Chile.
Our general and administrative costs were impacted by severance costs and the one-time adjustment of certain stock compensation costs. We estimate that our recent management restructuring will result in annual savings of at least $6.0 million per year when compared to the cost structure we had in place earlier in the year. We continue to implement stringent cost controls at both the venue and corporate level and expect to see the full benefit of our initial reductions starting with the third quarter of Fiscal 2009.
We were also pleased to extend business relationships and enter into new partnerships during the second quarter which we believe will deliver increased value in the future. We announced a partnership with COUNTRY Financial to bring the Titanic story to twenty U.S. cities in 2009. We also entered into an agreement with the Georgia Aquarium to present the worldwide debut of Titanic: Aquatic. This exhibition opened for a limited engagement on August 22, 2008 in Atlanta and has opened up a new concept to engage visitors through interactive displays and video presentations.
In early August we announced the opening of BODIES.The Exhibition at the Luxor Hotel and Casino in Las Vegas. BODIES.The Exhibition is the first exhibition that we are presenting in the Luxor. We have already seen a significant increase in exhibition attendance as a result of our move to this new location. Our remaining exhibition space at the Luxor is currently under construction. Our long term lease agreement with the Luxor's owner, MGM MIRAGE Corporation, means that we are now a permanent part of the heart of the Las Vegas strip.
We were also pleased to open our first "Dialog in the Dark" exhibition in Atlanta in August. "Dialog in the Dark" provides insight and experience into the paradox of learning to "see" without the use of sight. Visitors to "Dialog in the Dark" are escorted through a series of galleries immersed in total darkness and are challenged to perform tasks without the use of vision. The new exhibition has been very well received by visitors and attendance continues to ramp up. 'Dialog in the Dark' has been experienced by over 5 million people and 20 countries, and we are pleased to be presenting the exclusive U.S. engagement of this blockbuster exhibition.
We continue to work on the exhibition development and venue arrangements for our "Sports Immortals" exhibition. This exhibition will draw upon one of the largest and most extensive known collections of sports memorabilia in the world. We believe that the opportunities presented by our "Sports Immortals" exhibitions are significant. We expect to finalize and announce exhibition plans for "Sports Immortals" in the near future.
We also continue to aggressively explore acquiring, developing and presenting additional new exhibitions for presentation in the future when we believe such exhibitions will benefit our shareholders. We expect to take a very diligent and analytical approach to evaluating new opportunities to help ensure that all new opportunities are both consistent with our operating and financial goals and leverage our operating and overhead structure.
On September 26, 2008, we also completed an amendment of our revolving loan agreement with Bank of America. The amendment extends our existing credit facility to September 26, 2009 and provides the Company with a $10,000,000 revolving line of credit with Bank of America. At our request, such credit limit may be increased to $25,000,000, provided that Bank of America consents to such an increase. We have not drawn down on this facility and the entire amount remains available.
Although so far Fiscal 2009 has been a year of significant transition and disappointing financial results, I am committed and determined as we look to the Company's future. I believe that we will see the benefits of our new structure and focus beginning in the second half of this year and continuing into Fiscal 2010. Our existing exhibitions continue to attract strong attendance, and our new exhibitions have the potential to achieve blockbuster results in the coming years. We are keenly focused on improving our core businesses, streamlining our overhead cost structure and increasing shareholder value."
Other Updates:
* On March 25, 2008, the United States District Court for the
Eastern District of Virginia granted the U.S. government
permission to file an amicus curie (friend of the court) brief
in response to our wholly owned subsidiary, R.M.S. Titanic,
Inc.'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 R.M.S. Titanic, with
limitations, could be an appropriate mechanism to satisfy the
salvage award and could 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 that R.M.S. Titanic collaborate with
the U.S. government and propose suggested covenants that would
be included in an in specie award. The order also outlined a
process for further discussion pertaining to such covenants,
should the court decide to issue an in specie award. On June 12,
2008 R.M.S. Titanic submitted covenants that may be included in
an in specie award, should the District Court determine one is
appropriate, in accordance with the April 15, 2008 order made by
the District Court. After engaging in consultative discussions
with the U.S. government over the past several months, on
September 15, 2008, R.M.S. Titanic submitted revised covenants
and restrictions. While there remain unresolved differences, the
Company believes that the revised covenants and restrictions
meet the criteria as previously outlined by the District Court.
At this time, there is not a schedule for the District Court to
address R.M.S. Titanic's request for an in specie salvage award.
The District Court has not yet determined that an in specie
award is the proper remedy to satisfy R.M.S. Titanic's motion.
* On May 29, 2008, the Attorney General of the State of New York
concluded its inquiry into the Company's human anatomy
exhibition at South Street Seaport in New York City known
as "Bodies.The Exhibition." Under the terms of an agreement
reached with the Attorney General of the State of New York, the
Company will continue to operate its exhibition without
interruption.
* Attendance at exhibitions has been negatively impacted by the
domestic and world economic situation. Currently, the Company
has four operating Titanic exhibitions located in Atlanta, GA;
Las Vegas, NV; Sarasota, FL; and Prague, Czech Republic. The
Company expects to open two new Titanic exhibitions in the next
30 days. The Company also currently has eleven operating BODIES
exhibitions located in Indianapolis, IN; Wichita, KS; Las Vegas,
NV; New York, NY; Honolulu, HI; Harrisburg, PA, Hot Springs, AR;
Budapest, Hungary; Rio de Janeiro, Brazil; Panama City, Panama;
and Copenhagen, Denmark. The Company recently completed BODIES
exhibitions in Atlantic City, NJ; Cincinnati, OH; Kansas City,
MO; Redding, CA; Madrid, Spain; Vienna, Austria and Santiago,
Chile.
Second Quarter Comparison
Outlined below are explanations for significant variances in the Company's income statement between the second quarter of Fiscal 2009 and the second quarter of Fiscal 2008.
Revenue
The decrease in revenue was primarily due to the following factors:
* Overall attendance at the Company's Bodies and Titanic
exhibitions was down fifteen percent in the current quarter
compared to the same quarter last year, despite an increase in
the number of concurrent operations of "Bodies.The Exhibition"
and "Bodies Revealed" locations to nineteen in the current
quarter compared to eleven in the same quarter last year. The
decrease in attendance primarily resulted from the economic
downturn.
* License revenue, a component of exhibition revenue, decreased
to $0.7 million for the current quarter compared to $1.4 million
for the same quarter last year.
* The decrease in exhibition revenue was partially offset by an
increase in merchandise revenue primarily as a result of the
Company's acquisition of MGR Entertainment in March 2008. For
the quarter, MGR added $1.3 million in additional merchandise
revenue.
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.
* A $0.4 million increase in cost of merchandise to $0.5 million for
the current quarter, primarily as a result of the Company's
acquisition of MGR.
* Increased specimen licensing costs in relation to the Company's
licensing agreement which permits the Company to promote
three "Our Body: The Universe Within" exhibitions.
Operating expenses
General & Administrative ("G&A")
The increase in G&A was primarily due to:
* The restructuring of the Company's executive management team, as
well as increased headcount in certain of the Company's support
departments (Accounting, Marketing, and Administrative) which
has allowed the Company to more effectively organize,
administer, and manage our increased number of exhibitions and
revenue sources. In addition, additional staff has been added to
support the Company's Dialog in the Dark, Sports Immortals, and
Star Trek exhibitions.
* Charges related to separation agreements with out-going
executives added $1.7 million to the current quarter. This was
offset by the one-time adjustment of $3.8 million of previously
recognized stock compensation expense as a result of the
forfeiture of stock options by these executives.
* An increase of $0.7 million as a result of the Company's
acquisition of MGR, mainly comprised of additional salary, rent,
professional and legal fees associated with the acquisition.
Depreciation and Amortization
The increase in depreciation and amortization was primarily due to:
* An increase in the depreciation of maintenance capital related
to the increased number of self-run exhibitions and depreciation
of significant capital projects such as the Luxor Bodies
exhibition compared to the second quarter last fiscal year.
* An increase in amortization as it relates to the MGR acquisition,
as well as the licensing arrangement the Company has with The
Universe Within Project LTD.
Net Income
The decrease in net income in the second quarter compared to the second quarter of the prior fiscal year was primarily a result of a decrease in revenue combined with higher expenses related to self-run exhibitions, higher compensation expense and higher depreciation and amortization costs.
Six Months Comparison
Outlined below are explanations for significant variances in the Company's income statement between the first six months of Fiscal 2009 and the first six months of Fiscal 2008.
Revenue
The increase in revenue was primarily due to:
* A $3.5 million increase in merchandise revenue to $4.4 million
for the six month period, which is primarily a result of the
Company's acquisition of MGR, pursuant to which an additional
$2.7 million of merchandise revenue was recognized.
* Exhibition revenue was down slightly, as per venue exhibition
attendance decreases were offset by an increase in the number of
operating "Bodies.The Exhibition" and "Bodies Revealed"
locations. License revenue, a component of exhibition revenue,
decreased to $2.4 million in the current six month period
compared to $2.5 million in the same period last year.
* The Company operated thirteen "Bodies.The Exhibition" locations
(Barcelona, Spain; Madrid, Spain; Vienna, Austria; Budapest,
Hungary; Indianapolis, IN; Honolulu, Hawaii; Cincinnati, OH; Ft.
Lauderdale, FL; Las Vegas, NV (two locations); New York, NY;
Pittsburgh, PA; and Atlantic City, NJ;) in the current six month
period compared to twelve (Prague, Czech Republic; Lisbon,
Portugal; Amsterdam; The Netherlands; Arlington, VA; Las Vegas,
NV; Durham, NC, San Diego, CA; New York, NY; Branson, MO;
Columbus, OH; Seattle, WA; and Miami, FL) in the same period
last year.
* The Company operated six "Bodies Revealed" locations (Hartford,
CT; Kansas City, MO; Redding, CA; Sacramento, CA; Copenhagen,
Denmark; and Santiago, Chile) in the current six month period
compared to two (Buenos Aires, Argentina; and Sao Paulo, Brazil)
in the same period last year.
* The addition of "Our Body: The Universe Within" locations in
Mobile, AL; Oklahoma City, OK; Wichita, KS; San Antonio, TX;
Harrisburg, PA and Hot Springs, AR 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.
* A $1.3 million increase in cost of merchandise to $1.5 million
for the current six month period, primarily as a result of the
Company's acquisition of MGR, pursuant to which $1.2 million in
additional merchandise expense was realized.
* Increased specimen licensing costs in relation to the licensing
agreement which permits the Company to promote three "Our Body:
The Universe Within" exhibitions.
Operating expenses
General & Administrative ("G&A")
The increase in G&A was primarily due to:
* Changes in the Company's executive management team that occurred
during the six month period.
* Charges related to separation agreements with certain outgoing
executives added $1.7 million to the current six month period.
This was offset by the one-time adjustment of $3.8 million of
previously recognized stock compensation expense as a result of
the forfeiture of stock options by these executives.
* The restructuring of the Company's executive management team, as
well as increased headcount in certain support departments
(Accounting, Marketing, and Administrative) which has allowed us
to more effectively organize, administer, and manage the
Company's increased number of exhibitions and revenue sources. In
addition, additional staff has been added to support the
Company's Dialog in the Dark, Sports Immortals, and Star Trek
exhibitions.
* An increase of $1.6 million as a result of the acquisition of
MGR, mainly comprised of additional salary, rent, professional
and legal fees associated with the acquisition.
Depreciation and Amortization
The increase in depreciation and amortization was primarily due to:
* An increase in the depreciation of maintenance capital related to
the increased number of self run exhibitions and depreciation of
significant capital projects, such as the Luxor Bodies
exhibition, compared to the prior year six month period.
* An increase in amortization as it relates to the acquisition of
MGR, as well as the Company's licensing arrangement with The
Universe Within Project LTD, pursuant to which the Company
promotes three "Our Body: The Universe Within" exhibitions.
Net Income
The decrease in net income for the six months ended August 31, 2008 compared to the same prior year period was due to an increase in revenue offset by an increase in cost of sales and general and administrative expenses, as well as higher depreciation and amortization.
Balance Sheet Changes
The Company continues to invest to grow the business, as reflected in balance sheet changes between the end of Fiscal 2008 and the end of the second quarter of Fiscal 2009.
The decrease in cash is primarily attributable to the decline in operating income, the acquisition of MGR Entertainment which was completed early in the first quarter, as well as the initiation of several significant capital projects, including the Luxor, Dialog in the Dark and Sports Immortals.
The increase in prepaid expenses and other current assets is primarily attributable to the acquisition of MGR Entertainment.
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 the Company's self run exhibitions, as well as the acquisition of MGR Entertainment. In addition, the Company has acquired fixed assets in support of the new Bodies exhibition at the Luxor and the Dialog in the Dark and Sports Immortals exhibitions.
The increase in licenses and other rights was primarily due to the long term license agreement with Sports Immortals, Inc. to present, promote, and conduct "Sports Immortals" exhibitions featuring sports artifacts and memorabilia.
The increase in goodwill was primarily the result of the acquisition of MGR Entertainment.
Q2 2009 Earnings Conference Call
Premier Exhibitions will hold its Fiscal 2009 second quarter earnings conference call on Wednesday, October 8, 2008 at 9:30 a.m. (EDT). Investors can access the call by dialing 1-877-856-1961 in the U.S. and 1-719-325-4841 internationally. Callers should reference confirmation code 6374962. 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 Premier Exhibitions, Inc. may differ materially from those anticipated. Although Premier Exhibitions believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, Premier Exhibitions 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 Premier Exhibitions that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, general economic conditions, 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. Premier Exhibitions 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 financial measures that are not prepared in accordance with GAAP (generally accepted accounting principles in the U.S.). Such financial measures are referred to herein as "non-GAAP" and are presented in this press release in accordance with Regulation G as promulgated by the Securities and Exchange Commission. A reconciliation of each such non-GAAP measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes each such non-GAAP financial measure provides 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 operating performance or as an alternative to cash flows as a measure of our 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 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. Therefore, 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.
Total Gross Revenue
Total Gross Revenue is defined by the Company as total gross revenue from co-promoted or partnered arrangements plus revenues generated from the Company's self-run venues plus merchandise and other revenues. The majority of the Company's exhibitions are operated through co-production or partnership agreements. With these agreements, the Company recognizes revenue based on our contractual percentage of net profits (gross revenue less exhibition expenses). The Company believes that it is important to provide investors with the total scale of its exhibitions through the metric Total Gross Revenue. GAAP revenue is defined as the Company's contractual percentage of the net profits (gross revenue less exhibition expenses) of co-promoted or partnered exhibitions plus revenue generated from the Company's self runs plus merchandise and other revenue. Total Gross Revenue does not represent total revenue as defined by GAAP and should not be considered an alternative to total revenue as an indicator of our operating performance.
Premier Exhibitions, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
----------------------- -----------------------
August 31, August 31, August 31, August 31,
2007 2008 2007 2008
----------- ----------- ----------- -----------
Revenue:
Exhibition revenue $15,480,000 $12,636,000 $26,496,000 $25,895,000
Merchandise and
other 612,000 2,467,000 970,000 4,432,000
Sale of coal 30,000 1,000 62,000 7,000
----------- ----------- ----------- -----------
Total revenue 16,122,000 15,104,000 27,528,000 30,334,000
Cost of revenue:
Exhibition costs 3,940,000 7,440,000 6,999,000 13,799,000
Cost of
merchandise sold 98,000 521,000 199,000 1,494,000
Cost of coal sold 4,000 1,000 11,000 2,000
----------- ----------- ----------- -----------
Total cost of
revenue (exclusive
of depreciation
and amortization
shown separately
below) 4,042,000 7,962,000 7,209,000 15,295,000
Gross profit 12,080,000 7,142,000 20,319,000 15,039,000
----------- ----------- ----------- -----------
Operating expenses:
General and
administrative 3,442,000 4,718,000 5,977,000 12,736,000
Depreciation and
amortization 567,000 1,123,000 1,055,000 2,417,000
Loss on sale of
fixed assets -- -- -- 5,000
----------- ----------- ----------- -----------
Total operating
expenses 4,009,000 5,841,000 7,032,000 15,158,000
----------- ----------- ----------- -----------
Income (loss) from
operations 8,071,000 1,301,000 13,287,000 (119,000)
Other income and
expenses:
Interest income 248,000 66,000 447,000 163,000
Interest expense -- (2,000) -- (3,000)
Other income
(expense) -- 14,000 10,000 (1,000)
----------- ----------- ----------- -----------
Total other income
and expenses 248,000 78,000 457,000 159,000
Income before
provision for
income taxes 8,319,000 1,379,000 13,744,000 40,000
Provision for
income taxes 2,774,000 440,000 4,944,000 13,000
----------- ----------- ----------- -----------
Net income $ 5,545,000 $ 939,000 $ 8,800,000 $ 27,000
=========== =========== =========== ===========
Net income per
share:
Basic income per
common share $ 0.19 $ 0.03 $ 0.30 $ 0.00
=========== =========== =========== ===========
Diluted income per
common share $ 0.17 $ 0.03 $ 0.27 $ 0.00
=========== =========== =========== ===========
Shares used in
basic per share
calculations 29,792,671 29,203,500 29,528,177 29,176,833
=========== =========== =========== ===========
Shares used in
diluted per share
calculations 33,474,800 31,245,556 33,134,080 31,442,467
=========== =========== =========== ===========
Premier Exhibitions, Inc. and Subsidiaries
Consolidated Balance Sheets
February 29, August 31,
2008 2008
------------ ------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 16,426,000 $ 8,105,000
Marketable securities 1,055,000 1,074,000
Accounts receivable, net of allowance
for doubtful accounts of $378,000
and $597,000, respectively 3,590,000 6,473,000
Carpathia receivable, related party 2,500,000 --
Current income tax benefit -- 2,495,000
Prepaid expenses and other current
assets 3,973,000 6,058,000
------------ ------------
Total current assets 27,544,000 24,205,000
Artifacts owned, at cost 3,088,000 3,088,000
Salvor's lien 1,000 1,000
Property and equipment, net of
accumulated depreciation of $4,707,000
and $5,941,000, respectively 7,308,000 11,226,000
Licenses and other rights, net of
accumulated amortization of $2,752,000
and $3,940,000, respectively 8,450,000 9,953,000
Goodwill 1,377,000 2,211,000
Deferred income taxes 1,660,000 1,752,000
Other assets 1,233,000 258,000
------------ ------------
$ 50,661,000 $ 52,694,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 3,565,000 $ 5,820,000
Deferred revenue -- 453,000
Notes payable -- 101,000
------------ ------------
Total current liabilities 3,565,000 6,374,000
Commitments and contingencies -- --
Shareholders' equity:
Common stock; $.0001 par value;
authorized 40,000,000 shares; issued
and outstanding 30,166,614 and
30,299,781 shares, respectively 3,000 3,000
Additional paid-in capital 43,147,000 42,362,000
Retained earnings 11,406,000 11,433,000
Accumulated other comprehensive loss (270,000) (288,000)
Less treasury stock, at cost;
1,066,449 shares at February 29,
2008 and August 31, 2008 (7,190,000) (7,190,000)
------------ ------------
Total shareholders' equity 47,096,000 46,320,000
------------ ------------
$ 50,661,000 $ 52,694,000
============ ============
Premier Exhibitions, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Six Months Ended
August 31, August 31,
2007 2008
------------ ------------
Cash flows from operating activities:
Net income $ 8,800,000 $ 27,000
------------ ------------
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 1,055,000 2,267,000
Stock based compensation 917,000 (1,018,000)
Provision for doubtful accounts 29,000 219,000
Excess tax benefit on the exercise of
employee stock options (1,105,000) (5,000)
Changes in operating assets and
liabilities:
(Increase) in accounts receivable (2,890,000) (2,111,000)
Decrease (increase) in deferred
income taxes 238,000 (17,000)
(Increase) in prepaid expenses and
other current assets (336,000) (1,111,000)
Decrease in Carpathia receivable -- 2,500,000
(Increase) in income tax benefit -- (2,495,000)
(Decrease) increase in deferred
revenue (536,000) 453,000
(Decrease) increase in accounts
payable and accrued liabilities (18,000) 1,810,000
Increase in income taxes payable 4,322,000 --
------------ ------------
Total adjustments 1,676,000 492,000
------------ ------------
Net cash provided by operating
activities 10,476,000 519,000
------------ ------------
Cash flows used in investing
activities:
Purchases of property and equipment (2,451,000) (4,829,000)
Purchase of exhibition licenses (2,020,000) (2,107,000)
Purchase of subrogation rights (250,000) --
Acquisition, net of cash received -- (2,101,000)
Net increase in marketable securities (23,000) (19,000)
Purchase of certificate of deposit (1,000,000) --
------------ ------------
Net cash used in investing activities (5,744,000) (9,056,000)
------------ ------------
Cash flows from financing activities:
Proceeds from option and warrant
exercises 2,032,000 229,000
Excess tax benefit on the exercise of
stock options 1,105,000 5,000
------------ ------------
Net cash provided by financing
activities 3,137,000 234,000
------------ ------------
Effects of exchange rate changes on
cash and cash equivalents (146,000) (18,000)
------------ ------------
Net increase (decrease) in cash and
cash equivalents 7,723,000 (8,321,000)
Cash and cash equivalents at
beginning of period 16,811,000 16,426,000
------------ ------------
Cash and cash equivalents at end of
period $ 24,534,000 $ 8,105,000
============ ============
Supplemental disclosure of cash flow
information:
Cash paid during the period for
taxes $ -- $ 1,529,000
============ ============
Supplemental disclosure of non-cash
investing and financing activities:
Cashless exercise of stock options $ (41,000) $ --
============ ============
Supplemental disclosure of non-cash
investing and financing activities:
Unrealized (gain) on marketable
securities $ (10,000) $ --
============ ============
EBITDA and Adjusted EBITDA
Three Months Ended Six Months Ended
------------------------ ------------------------
August 31, August 31, August 31, August 31,
2007 2008 2007 2008
----------- ----------- ----------- -----------
Net income (loss) $ 5,545,000 $ 939,000 $ 8,800,000 $ 27,000
Provision for
income taxes 2,774,000 440,000 4,944,000 13,000
Interest income (248,000) (78,000) (457,000) (159,000)
Depreciation &
amortization 567,000 1,123,000 1,055,000 2,417,000
----------- ----------- ----------- -----------
EBITDA $ 8,638,000 $ 2,424,000 $14,342,000 $ 2,298,000
Stock compensation 458,000 (2,634,000) 917,000 (1,018,000)
----------- ----------- ----------- -----------
Adjusted EBITDA $ 9,096,000 $ (210,000) $15,259,000 $ 1,280,000
=========== =========== =========== ===========
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.
Free Cash Flows
Three Months Ended Six Months Ended
------------------------ ------------------------
August 31, August 31, August 31, August 31,
2007 2008 2007 2008
----------- ----------- ----------- -----------
Operating cash
flow $ 5,258,000 $ (708,000) $10,476,000 $ 519,000
Capital
expenditures (1,035,000) (4,023,000) (2,451,000) (4,829,000)
----------- ----------- ----------- -----------
Free Cash Flow $ 4,223,000 $(4,731,000) $ 8,025,000 $(4,310,000)
=========== =========== =========== ===========
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 the Company's operating performance or as an alternative to cash flows as a measure of our liquidity.
Total Gross Revenue:
Three Months Six Months
Ended Ended
------------ ------------
August 31, August 31,
2008 2008
------------ ------------
Revenue:
Gross revenue partnership arrangements $ 23,930,000 $ 49,714,000
Revenue generated from self runs 4,722,000 7,890,000
Merchandise and other 2,468,000 4,439,000
------------ ------------
Total Gross Revenue (Non-GAAP) $ 31,120,000 $ 62,043,000
============ ============
Gross revenue partnership arrangements $ 23,930,000 $ 49,714,000
Less: venue costs from partnership
arrangements (9,557,000) (24,410,000)
------------ ------------
Gross profit from partnership
arrangements $ 14,373,000 $ 25,304,000
Less: partners share of exhibition
revenue generated from partnership
arrangements (6,459,000) (7,299,000)
------------ ------------
Premier share of revenue generated from
partnership arrangements 7,914,000 18,005,000
Revenue generated from self-run
operations 4,722,000 7,890,000
Merchandise and other 2,468,000 4,439,000
------------ ------------
Premier Total Revenue (GAAP) $ 15,104,000 $ 30,334,000
============ ============
Non-GAAP Measure:
The majority of the Company's exhibitions are operated through co- production or partnership agreements. With these agreements, the Company recognizes revenue based on its contractual percentage of net profits (gross revenue less exhibition expenses). The Company believes that it is important to provide investors with the total scale of its exhibitions through the metric Total Gross Revenue. Total Gross Revenue is defined by the Company as total gross revenue from co-promoted or partnered arrangements plus revenues generated from the Company's self run venues plus merchandise and other revenues. GAAP revenue is defined as the Company's contractual percentage of the net profits (gross revenue less exhibition expenses) of the co-promoted or partnered exhibitions plus revenue generated from the Company's self-run exhibitions plus merchandise and other revenue. Total Gross Revenue does not represent total revenue as defined by GAAP and should not be considered an alternative to total revenue as an indicator of the Company's operating performance.