Premier Exhibitions, Inc. Reports Third Quarter Fiscal 2010 Results


ATLANTA, Jan. 6, 2010 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (Nasdaq:PRXI), a major developer of touring museum-quality exhibits, today announced financial results for the fiscal year 2010 third quarter ended November 30, 2009:



 * Total revenue was $8.7 million in the third quarter of fiscal 2010
   compared with $13.5 million in the third quarter of fiscal 2009.
   Last year's third quarter included $4.6 million in non-refundable
   license fees for future exhibitions.  The current quarter did not
   contain any such license fees.  Due to current year events, for
   fiscal 2010 and beyond, the Company will recognize non-refundable
   exhibition license fees as revenue when the applicable exhibitions
   open to the public.
 * Table 6 to this release shows the component parts of exhibition
   revenue.  While non-refundable license fees related to future
   exhibitions decreased 4.5 million, all other forms of exhibition
   revenue increased from the third quarter of 2009 to the third
   quarter of 2010.  Admissions revenue in the quarter increased 16%
   compared with the same quarter last year.
 * In the fourth quarter of fiscal 2009, the Company disposed of a
   subsidiary that sold merchandise at live music events in addition
   to our exhibitions.  Prior period revenues included revenues from
   these non-core activities. Consequently, merchandise revenue
   declined $1.4 million to $753,000 in the third quarter of fiscal
   2010 from $2.2 million in the third quarter of fiscal 2009.
 * General and Administrative expenses decreased $1.7 million to $4.7
   million in the third quarter of fiscal 2010 compared with $6.4
   million in the 2009 third quarter.  The tables below include a
   summary of the major components of General and Administrative
   expenses.  Total compensation expense decreased 38%.  However,
   legal and professional fees remained high as the Company continued
   to resolve legacy issues.
 * Gross profit decreased to $2.6 million in the third quarter of
   fiscal 2010 from $4.9 million in the third quarter of fiscal 2009,
   largely a reflection of the revenue from the pre-paid license
   transaction in the prior year period.
 * The third quarter of fiscal 2010 GAAP loss of ($2.2) million or
   ($0.05) per share compares with a GAAP loss of ($1.8) million or
   ($0.06) per share for the third quarter of fiscal 2009.
 * For the third quarter of fiscal 2010, Adjusted EBITDA (a non-GAAP
   measure) was ($1.9) million which compares with ($1.0) million in
   the third quarter of fiscal 2009. (1) Reconciled GAAP and non-GAAP
   financial measures are provided in the tables below.
 * On November 30, 2009, total cash and marketable securities were
   $10.2 million.  The Company currently has approximately $13.8
   million in cash and marketable securities on hand and no debt.
 * Total days of operation for the third quarter of fiscal 2010
   decreased 17 percent to 1,361 compared with 1,641 in the third
   quarter of fiscal 2009, primarily reflecting management's decision
   to eliminate three touring Bodies shows in the first quarter of
   fiscal 2010.
 * Average daily attendance for the third quarter of fiscal 2010
   increased 2 percent to 602 compared with 589 in the third quarter
   of fiscal 2009, as total attendance for the third quarter of fiscal
   2010 decreased 15 percent to 819,941 compared with 967,358 in the
   third quarter of fiscal 2009, in line with reduced days of
   operation.
 * Additionally, the Company resolved its litigation with Arnie
   Geller, the Company's previous CEO and Chairman. The agreement is a
   mutual release of all claims and counter claims, and involves a
   payment to Mr. Geller which is not material to the company. This
   expense has been included in the results of operations for the
   third fiscal quarter.

Chris Davino, Premier Exhibition's Chief Executive Officer, stated, "Our third quarter results continue to reflect the impact of restructuring the business, but results of our core operations have improved over the prior year as we focus on booking profitable revenue rather than growth at any cost. We remain focused on keeping operating costs in line, although legacy issues -- primarily litigation costs and the costs associated with eliminating and restructuring certain of our third-party relationships -- continued to weigh on our results this quarter. We have made great strides in filling the holes in the exhibition schedule that existed when we took over the business in January 2009, and our latest self-run shows in North America are performing better than expected. Days of operation decreased partly by design as we continue to scale the business with the aim of becoming more streamlined and more profitable."

John Stone, Premier's Chief Financial Officer, said, "Third quarter revenue was down compared with the second quarter, consistent with trends in prior years. This sequential pattern can be seen in table 6 below, which separates non-recurring licensing revenue related to future exhibitions. Contrary to the practices of past management, we will only recognize license revenue when the related show occurs. It is worth noting that the other forms of exhibition revenue increased nicely compared with last year's third quarter on higher ticket pricing, a slight increase in average daily attendance per show, and a richer mix of self-run shows. In addition, G&A expenses decreased 28% from the same quarter last year due to headcount and other expense reductions we've implemented."

Mr. Stone continued, "When new management arrived at Premier 11 months ago, we quickly learned that payables had been stretched to their breaking point in order to conserve cash. As a result, our first job was to pacify vendors so the Company could continue to operate on a day-to-day basis, which meant paying down the bills that had accumulated. As a result, we brought accounts payable down from $11.7 million in February 2009 to $4.3 million today, which used a significant amount the $12 million in cash that we raised in the first half of the year and was painful, but was necessary to continue operating. Without working capital adjustments such as the reduction in payables, the business has been cash flow positive in Fiscal 2010. Now that we've substantially improved the balance sheet, our next step is to improve the income statement. You should begin to see evidence of this in coming quarters as legal fees and legacy non-cash write-offs abate and our exhibition calendar is filled."

3Q10 Conference Call Information

Company management will host its third quarter fiscal 2010 conference call on January 7, 2010 at 9:00 a.m. (EST). Interested parties can access the call by dialing 1 (800) 274-0251 in the U.S. and 1 (719) 325-2331 internationally. Callers should reference confirmation code 6614517. A transcript of the conference call will be made available on the Company's website: www.prxi.com.



 (1) Adjusted EBITDA
 See Table 4 below for reconciliations of Adjusted EBITDA to GAAP Net
 income (loss).

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.

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, impairment of intangible assets and goodwill, and non-cash compensation expenses. 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.

About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq:PRXI) develops and tours museum quality exhibitions. Presently the Company operates and/or presents and promotes three different types of exhibitions:



 * "Titanic: The Artifact Exhibition," and "Titanic Aquatic;"

 * "Bodies... The Exhibition," and "Bodies Revealed;"

 * "Dialog in the Dark."

Additional information about Premier Exhibitions is available at www.prxi.com.

Forward-Looking Statements

This press release may contain 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. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Premier Exhibitions' most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." 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.



 Table 1
                     Premier Exhibitions, Inc. and Subsidiaries
                       Condensed Consolidated Balance Sheets
                         (in thousands, except share data)

                                            November 30,  February 28,
                                               2009          2009
                                            (unaudited)
                                            ------------  ------------
 Assets

 Current assets:
  Cash and cash equivalents                 $      6,927  $      4,452
  Marketable securities                            3,300         1,277
  Accounts receivable, net of allowance for
   doubtful accounts of $543 and $1,193,
   respectively                                    3,060         5,009
  Merchandise inventory, net of reserve of
   $233 and $143, respectively                       749           431
  Income taxes receivable                          6,710         3,806
  Deferred income taxes                            2,087         1,408
  Prepaid expenses and other current assets        3,737         4,981
                                            ------------  ------------
 Total current assets                             26,570        21,364

  Artifacts owned, at cost                         3,056         3,081
  Salvor's lien                                        1             1
  Property and equipment, net of
   accumulated depreciation of $10,280 and
   $7,503, respectively                           14,415        15,706
  Exhibition licenses, net of accumulated
   amortization of $4,532 and $4,806,
   respectively                                    3,715         7,225
  Goodwill                                            --         2,567
  Deferred income taxes                            1,973         2,685
  Note receivable                                    563           625
  Other assets                                       250           521
                                            ------------  ------------
                                            $     50,543  $     53,775
                                            ============  ============

 Liabilities and Shareholders' Equity

 Current liabilities:
  Accounts payable and accrued liabilities  $      4,313  $     11,712
  Deferred revenue                                 1,941         2,340
                                            ------------  ------------
 Total current liabilities                         6,254        14,052
 Long-term liabilities:
  Income taxes payable                             1,191         1,166
                                            ------------  ------------
 Total long-term liabilities                       1,191         1,166

 Shareholders' equity:
  Common stock; $.0001 par value;
   authorized 65,000,000 shares; issued
   47,648,483 and 31,265,415 shares,
   respectively outstanding 46,582,034 and 
   29,414,919, respectively                            5             3
  Additional paid-in capital                      57,695        44,691
  (Accumulated deficit) retained earnings         (7,103)        1,384
  Accumulated other comprehensive loss              (309)         (331)
  Treasury stock, at cost; 1,066,449 shares       (7,190)       (7,190)
                                            ------------  ------------
 Total shareholders' equity                       43,098        38,557
                                            ------------  ------------

                                            ------------  ------------
                                            $     50,543  $     53,775
                                            ============  ============


                                         Table 2
                        Premier Exhibitions, Inc. and Subsidiaries
                     Condensed Consolidated Statements of Operations
                      (in thousands, except share and per share data)
                                       (unaudited)

                                   Three Months Ended

                    November 30,  August 31,   November 30, August 31,
                        2009         2009          2008        2008
                        3Q10         2Q10          3Q09        2Q09
                    ------------ ------------ ------------ ------------
                                                    
 Revenue:
  Exhibition 
   revenues         $     7,949  $    12,503  $    11,285  $    12,636
  Merchandise and
   other                    753          937        2,171        2,468
                    ------------ ------------ ------------ ------------
 Total revenue            8,702       13,440       13,456       15,104

 Cost of revenue:
  Exhibition costs        5,719        5,052        7,348        7,440
  Cost of 
   merchandise sold         340          213        1,252          522
                    ------------ ------------ ------------ ------------
 Total cost of 
  revenue 
  (exclusive of
  depreciation and
  amortization 
  shown separately 
  below)                  6,059        5,265        8,600        7,962
 Gross profit             2,643        8,175        4,856        7,142

 Operating expenses:
  General and
   administrative         4,660        7,449        6,429        4,718
  Depreciation and
   amortization           1,412        1,318        1,273        1,123
                    ------------ ------------ ------------ ------------
 Total operating
  expenses                6,072        8,767        7,702        5,841
                    ------------ ------------ ------------ ------------
 Income (Loss) from
  operations             (3,429)        (592)      (2,846)       1,301

 Other (expense)
  income                    (46)        (171)         139           78
                    ------------ ------------ ------------ ------------

 Income (loss) 
  before benefit 
  from income taxes      (3,475)        (763)      (2,707)       1,379

 (Benefit) provision
  from income taxes       1,305         (250)         865          440
                    ------------ ------------ ------------ ------------

 Net income (loss)  $    (2,170) $      (513) $    (1,842) $       939
                    ============ ============ ============ ============

 Net income (loss) 
  per share:
  Basic income 
   (loss) per 
   common share     $     (0.05) $     (0.02) $     (0.06) $      0.03
                    ============ ============ ============ ============
  Diluted income
   (loss) per 
   common share     $     (0.05) $     (0.02) $     (0.06) $      0.03
                    ============ ============ ============ ============

 Shares used in 
  basic per share
  calculations       41,019,416   30,212,306   29,291,666   29,203,500
                    ============ ============ ============ ============
 Shares used in
  diluted per share
  calculations       41,019,416   30,212,306   29,291,666   31,245,556
                    ============ ============ ============ ============


                             Three Months Ended

                                            November 30,    August 31,
                                                2007          2007
                                                3Q08          2Q08 
                                            ------------  ------------
                                                  
 Revenue:
  Exhibition revenues                       $    16,311   $    15,480
  Merchandise and other                             424           642
                                            ------------  ------------

 Total revenue                                   16,735        16,122

 Cost of revenue:
  Exhibition costs                                5,172         3,940
  Cost of merchandise sold                           33           102
                                            ------------  ------------
 Total cost of revenue
  (exclusive of depreciation and 
   amortization shown separately below)           5,205         4,042

 Gross profit                                    11,530        12,080

 Operating expenses:
  General and administrative                      6,934         3,442
  Depreciation and amortization                     614           567
                                            ------------  ------------
 Total operating expenses                         7,548         4,009
                                            ------------  ------------
 Income (Loss) from operations                    3,982         8,071

 Other (expense) income                             289           248
                                            ------------  ------------

 Income (loss) before benefit from income
  taxes                                           4,271         8,319

 (Benefit) provision from income taxes            1,541         2,774
                                            ------------  ------------

 Net income (loss)                          $     2,730   $     5,545
                                            ============  ============

 Net income (loss) per share:

  Basic income (loss) per common share      $      0.09   $      0.19
                                            ============  ============
  Diluted income (loss) per common share    $      0.08   $      0.17
                                            ============  ============

 Shares used in basic per share 
  calculations                               30,047,900    29,792,671
                                            ============  ============
 Shares used in diluted per share
  calculations                               34,097,129    33,478,800
                                            ============  ============


                                     Table 3
                   Premier Exhibitions, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                            Three Months Ended     Nine Months Ended
                               November 30,           November 30,
                            -------------------   -------------------
                              2009       2008       2009       2008
                            --------   --------   --------   --------
 Cash flows from
  operating activities:
  Net loss                  $ (2,170)  $ (1,842)  $ (8,487)  $ (1,815)
                            --------   --------   --------   --------
  Adjustments to reconcile 
   net income to net cash 
   provided (used) by 
   operating activities:

    Depreciation and
     amortization              1,412      1,424      4,357      3,696
    Stock-based
     compensation                156        618        468       (400)
    Allowance for doubtful 
     accounts                 (1,475)       257       (588)       476
    Impairment of goodwill 
     and intangible assets        --         --      4,512         --
    Excess tax benefit on 
     the exercise of 
     employee stock options       --         35         --         30
    Stock issued in
     connection with
     lawsuit settlement           --         --         50         --
    Accrued interest
     converted into common
     stock                       247         --        247         --
    Changes in operating
     assets and liabilities:
      Decrease
       (increase) in
       accounts
       receivable              3,742     (1,995)     2,599     (4,106)
      (Increase) in
       merchandise
       inventories              (203)    (1,357)      (318)    (1,357)
      Decrease (increase) 
       in deferred income
       taxes                   1,534       (105)        36       (122)
      (Increase) decrease 
       in prepaid expenses
       and other current
       assets                 (1,686)     1,771      1,526        655
      (Increase) in income 
       tax receivable         (2,597)      (776)    (2,904)    (3,271)
      Increase (decrease) 
       in deferred revenue     1,265        232       (399)       685
      (Decrease)
       increase in
       accounts payable
       and accrued
       liabilities              (491)     2,128     (7,398)     3,938
                            --------   --------   --------   --------
  Total adjustments            1,904      2,232      2,188        224
                            --------   --------   --------   --------
  Net cash used in
   operating activities         (266)       390     (6,299)    (1,591)
                            --------   --------   --------   --------

 Cash flows used by
  investing activities:
  Proceeds from Carpathia 
   receivable                     --         --         --      2,500
  Purchases of property
   and equipment                (443)    (4,145)    (1,486)    (8,974)
  Purchase of exhibition
   licenses                       --        199         --     (1,908)
  Acquisition, net of
   cash received                  --         --         --     (2,101)
  Purchase of marketable
   securities                    (16)      (199)    (2,023)      (218)
                            --------   --------   --------   --------
  Net cash used by
   investing activities         (459)    (4,145)    (3,509)   (10,701)
                            --------   --------   --------   --------

 Cash flows from
  financing activities:
  Proceeds from issuance
   of convertible notes           --         --     12,000         --
  Proceeds from revolving 
   line of credit                 --      3,969         --      3,969
  Payments on revolving
   line of credit                 --     (3,542)        --     (3,542)
  Excess tax benefit on
   the exercise of
   employee stock options         --        (35)        --        (30)
  Proceeds from option
   exercises                      --         --        261        229
                            --------   --------   --------   --------
  Net cash provided by
   financing activities           --        392     12,261        626
                            --------   --------   --------   --------

 Effects of exchange
  rate changes on cash
  and cash equivalents             1        (33)        22        (51)
                            --------   --------   --------   --------
  Net (decrease)
   increase in cash and
   cash equivalents             (724)    (3,396)     2,475    (11,717)
  Cash and cash
   equivalents at
   beginning of year              --         --      4,452     16,426
                            --------   --------   --------   --------

  Cash and cash equivalents 
   at end of period         $   (724)  $ (3,396)  $  6,927   $  4,709
                            ========   ========   ========   ========

 Supplemental disclosure
  of cash flow
  information:
  Cash paid during the
   period for taxes         $     --   $     --   $     --   $  1,529
                            ========   ========   ========   ========

 Supplemental disclosure
  of non-cash investing
  and financing
  activities:
  Cashless exercise of
   stock options            $     --   $     --   $     14   $     --
                            ========   ========   ========   ========
  Conversion of convertible 
   notes and accrued 
   interest                 $     --   $     --   $ 12,247   $     --
                            ========   ========   ========   ========


                                       Table 4
                              EBITDA and Adjusted EBITDA
                                     (In thousands)

                                        Three Months Ended

                             November 30,  November 30,   August 31,
                                 2009          2008          2009
                                 3Q10          3Q09          2Q10
                             ------------  ------------  ------------
                                                                 

 Net loss                    $    (2,170)  $    (1,842)  $      (513)
 (Benefit) provision from 
  income taxes                    (1,305)         (865)         (250)
 Other expenses                       46          (139)          171
 Gain on disposal                    (21)           --            --
 Depreciation & Amortization       1,412         1,273         1,318
 Stock-based compensation            157           618           100
                             ------------  ------------  ------------
  Adjusted EBITDA            $    (1,881)  $      (955)  $       826
                             ============  ============  ============

Non-GAAP Measure:

Adjusted EBITDA is defined as earnings before certain unusual and/or non-cash charges, depreciation and amortization, loss (gain) on sale of operating assets, impairment of intangible assets and goodwill, and non-cash compensation expense. 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.



                                             Table 5
                           Summary of General & Administrative expense
                                           (In thousands)

                                        Three Months Ended

                                 November 30, 2009  November 30, 2008
                                        3Q10               3Q09
                                 -----------------  -----------------
                                                                 

 Compensation, excluding 
  stock based compensation       $           1,699  $           2,377
 Stock-based compensation                      157                618
 Bad Debt Expense                               (3)               257
 Legal and other 
  professional fees                          1,317              1,236
 Rent and other office 
  expenses                                     331                468
 Other                                       1,159              1,473
                                 -----------------  -----------------
  General & Administrative 
   expense                       $           4,660  $           6,429
                                 =================  =================


                                      Table 6
                                 Exhibition Revenues
                                   (in thousands)
                                 Three Months Ended

                 Nov. 30, Aug. 31, Nov. 30, Aug. 31, Nov. 30, Aug. 31,
                   2009     2009     2008     2008     2007     2007
                   3Q10     2Q10     3Q09     2Q09     3Q08     2Q08
                 -------- -------- -------- -------- -------- --------
                                            

 Admissions
  revenue        $  6,933 $ 10,718 $  5,977 $ 11,851 $  8,998 $ 11,748
 Non-refundable
  license fees 
  for future
  exhibitions          --       --    4,590      400    6,183    2,669
 Non-refundable
  license fees 
  for current
  exhibitions       1,016    1,785      718      385    1,130    1,063
                 -------- -------- -------- -------- -------- --------

 Total 
  exhibition
  revenues       $  7,949 $ 12,503 $ 11,285 $ 12,636 $ 16,311 $ 15,480
                 ======== ======== ======== ======== ======== ========

During the first quarter of fiscal 2010, the Company entered into an amendment to an existing multiple element agreement with promoters that modified certain of the terms and conditions of the agreement. Although these modifications had no impact on revenue recognized in this fiscal year or prior periods, the amendments modify our analysis and computation of the fair value of the undelivered elements in such a way that we will no longer be able to support the fair value of the undelivered elements in a multiple element arrangement as required by U.S. GAAP. As a result, during fiscal 2010 and in the future the Company will no longer recognize payment of non-refundable exhibition license revenue upon execution of an agreement or upon cash collection as a separate deliverable, but rather will defer such amounts until the time that the exhibition occurs, or the allowed time period for such an exhibition has passed and no remaining obligation to host such exhibition exists. This first quarter change had no impact on revenue recognized in prior periods, including non-refundable exhibition license revenue that was recognized.



            

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