Premier Exhibitions Reports Third Quarter 2013 Results

Premier Exhibitions Reports Third Quarter 2013 Results

ATLANTA, Jan. 9, 2013 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc.
(Nasdaq:PRXI), a leading presenter of museum-quality touring exhibitions
around the world, today announced financial results for the third quarter
ended November 30, 2012.

Comparing the third fiscal quarter ending November 30, 2012 with the prior
year third fiscal quarter:

  *Total revenue increased 27.1% to $7.9 million compared to $6.2 million in
    the third quarter of fiscal 2012. The growth in overall revenue was
    primarily due to higher merchandise revenue, which was driven by the
    assets and merchandising rights purchased from Exhibit Merchandising, LLC,
    an increase in venue attendance and increase in the average merchandise
    expenditure per ticket sold. These improvements in total revenue were
    offset partially by the continuing Hurricane Sandy-related shutdown of our
    semi-permanent exhibitions at The South Street Seaport location in New
    York City, which is estimated to have decreased exhibition revenue by
    approximately $0.4 million based on comparable results for the same period
    of fiscal 2012.
  *Gross profit increased 53.9% to $3.5 million from $2.3 million in last
    year's third fiscal quarter, primarily due to the increase in merchandise
    revenues and the increase in management fee revenues for the exhibitions
    acquired from AEI. In addition, gross margins improved to 44.1% from 36.4%
    in the prior year.
  *Net loss was $(0.6) million, or $(0.01) per diluted share, compared to a
    net loss of $(2.2) million, or $(0.05) per diluted share in last year's
    third fiscal quarter.
  *Adjusted EBITDA, a non-GAAP measure ^(1), was $0.7 million, an increase of
    $1.8 million from the prior year results.
  *Total exhibition days were relatively flat at 1,246 as compared to 1,244
    in the third fiscal quarter of 2012.
  *Average attendance per exhibition day increased 31.3% to 399 from last
    year's third fiscal quarter.
  *Average ticket prices decreased 2.9% to $16.00, compared to an average
    ticket price of $16.48 in the third quarter of fiscal 2012. The decline in
    average ticket price was not related to discounting activity, but rather
    the result of the economics of venues currently presenting along with the
    mix of touring and stationary exhibitions.
  *General and administrative expenses decreased 6.0% to $3.3 million,
    compared with $3.5 million in last year's third fiscal quarter. The
    Company incurred lower legal and other professional fees and office
    expense that were only partially offset by higher compensation related
    expenses.
  *On November 30, 2012, the Company had total cash and marketable securities
    of $6.6 million.

Michael Little, Premier's Chief Financial Officer and Chief Operating Officer,
stated, "Our ability to successfully manage the seasonally slow third quarter
will enhance our ability to be profitable on an annual basis for the first
time in many years. We made substantial progress in expanding our merchandise
business through acquisition and organic growth, and despite the impact of
Hurricane Sandy, our exhibition portfolio proved its resiliency primarily
through a sharp increase in daily attendance. Stronger revenue growth also
enabled us to demonstrate the leverage opportunities afforded by our business
model, as evidenced by significant improvements in gross profit and adjusted
EBITDA compared to the year-ago period. Our primary operational objective is
achieving sustainable long-term profitability as a standalone enterprise."

Samuel Weiser, Premier's President and Chief Executive Officer, continued,
"Our ongoing efforts to grow and diversify our revenue streams, secure new
distribution outlets, and capitalize on merchandising and digital
opportunities remain on track, and we plan to begin expanding our portfolio of
educational and entertaining exhibits and experiences in calendar 2013. In
developing new content and pursuing strategic acquisitions, we are committed
to structuring agreements that limit our capital risk, are accretive and
non-dilutive to shareholders, and afford us significant profit-sharing rights
if these ventures perform well. As we work to complete a sale of the Titanic
assets, we are excited to be executing against our stated objectives while
ensuring that Premier remains the industry leader in exhibitions."

The South Street Seaport – Hurricane Sandy

Premier was recently informed by its landlord that The South Street Seaport in
New York City will remain closed indefinitely due to structural damage
sustained from Hurricane Sandy in October 2012. However, the Company's
exhibition assets located at the Seaport were not damaged.

Premier estimates that gross margin for November 2012 was reduced by
approximately $0.3 million due to our inability to operate at the Seaport.
These estimates are before any potential insurance reimbursements. The Company
has submitted claims for property damage and business interruption and is in
active discussions with its insurance carrier. There can be no guarantee that
Premier will be reimbursed for any losses due to the Seaport's closure. We do
not expect to operate at the Seaport in the fourth quarter of fiscal 2013, and
we are working to eliminate expenses associated with the venue to limit our
losses due to the closure.

Third Quarter 2013 Conference Call Information

Premier Exhibitions will host a conference call to discuss the Company's
results for the third quarter of fiscal 2013 on Wednesday, January 9th at 5:30
p.m. (ET). Investors in the U.S. can access the call by dialing 1 (888)
427-9419 and International callers may dial 1 (719) 457-2661. Callers should
reference Conference ID number 6149012. A transcript of the conference call
will be made available on the Company's website: www.prxi.com.

15th Annual ICR XChange Investor Conference

On January 17, 2013, Premier will present at the 15th Annual ICR XChange
Investor Conference at The Fontainebleau Miami Beach Hotel in Florida. The
presentation will begin at 8:50 a.m. (ET). The presentation will be webcast
live and archived on the Company website.To access the presentation, please
visit www.prxi.com, the "Investors" link under the "Company" tab, or directly
through the "Presentations" tab of ICR XChange website at www.icrxchange.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 fixed assets, 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), located in Atlanta, GA, is a major
provider of museum quality exhibitions throughout the world and a recognized
leader in developing and displaying unique exhibitions for education and
entertainment. The Company's exhibitions present unique opportunities to
experience compelling stories using authentic objects and artifacts in diverse
environments. Exhibitions are presented in museums, exhibition centers and
other entertainment venues.

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.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
                                                                
                                                   November 30, February 29,
                                                   2012          2012
                                                   (Unaudited)   
ASSETS
                                                                
Current assets:                                                  
Cash and cash equivalents                           $6,150      $2,344
Certificates of deposit and other investments       405          405
Accounts receivable, net of allowance for doubtful  1,672        1,390
accounts of $325 and $311, respectively
Merchandise inventory, net of reserve of $82 and    1,367        1,082
$22, respectively
Deferred income taxes                               44           44
Income taxes receivable                             155          246
Prepaid expenses                                   3,332        1,078
Other current assets                                166          88
Total current assets                                13,291       6,677
                                                                
Artifacts owned, at cost                            2,943        2,990
Salvor's lien                                       1            1
Property and equipment, net of accumulated          11,847       10,298
depreciation of $16,958 and $14,183, respectively
Exhibition licenses, net of accumulated             2,083        2,228
amortization of $5,615 and $5,470, respectively
Other receivable, net of allowance for doubtful     14           15
accounts of $480 and $206, respectively
Film, gaming and other application assets, net of
accumulated amortization of $319 and $175,          3,015        3,158
respectively
Long-term exhibition costs                          700          --
Subrogation rights                                  250          250
Total Assets                                        $34,144     $25,617
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                
Current liabilities:                                             
Accounts payable and accrued liabilities            $4,343      $4,707
Income taxes payable                                156          3
Deferred revenue                                    2,090        2,254
Short-term portion of capital lease obligations     24           --
Short-term portion of notes payable                 1,283        505
Total current liabilities                           7,896        7,469
                                                                
Long-Term liabilities:                                           
Lease abandonment                                   1,958        2,397
Long-term portion of notes payable                  166          575
Long-term portion of capital lease obligations      89           --
Deferred income taxes                               44           44
Total long-term liabilities                         2,257        3,016
                                                                
Commitment and Contingencies                                     
                                                                
Shareholders' equity:                                            
Common stock; $.0001 par value; authorized
65,000,000 shares; issued 48,047,430 and            5            5
47,883,927shares, respectively; outstanding
48,045,421 and 47,881,918 shares, respectively
Additional paid-in capital                          53,168       52,479
Accumulated deficit                                 (33,519)     (36,866)
Accumulated other comprehensive loss                (478)        (485)
Less treasury stock, at cost;2,009 shares         (1)          (1)
Equity Attributable to Shareholders of Premier      19,175       15,132
Exhibitions, Inc.
Equity Attributable to Non-controlling interest     4,816        --
Total liabilities and shareholders' equity          $34,144     $25,617

                                                              
                                                              
                                                              Table 2
Premier Exhibitions, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands, except share and per share data)
(unaudited)
                                                              
                       Three Months Ended November Nine Months Ended November
                        30,                         30,
                       2012          2011          2012          2011
Revenue:                                                       
Exhibition revenue      $5,453      $5,582      $25,024     $21,592
Merchandise revenue     2,209        644          7,108        2,574
Management fee          250          --           611          --
Licensing fee           --           --           59           --
Total revenue           7,912        6,226        32,802       24,166
                                                              
Cost of revenue:                                               
Exhibition costs        3,559        3,689        12,206       11,931
Cost of merchandise     863          269          2,646        903
sold
Total cost of revenue
(exclusive of
depreciation and        4,422        3,958        14,852       12,834
amortization shown
separately below)
                                                              
Gross profit            3,490        2,268        17,950       11,332
                                                              
Operating expenses:                                            
General and             3,304        3,516        11,476       10,333
administrative
Depreciation and        918          928          2,649        2,938
amortization
Impairment of
intangibles and fixed   --           --           --           783
assets
Litigation settlement   --           --           --           358
Total operating         4,222        4,444        14,125       14,412
expenses
                                                              
Income (loss) from      (732)        (2,176)      3,825        (3,080)
operations
                                                              
Interest expense        (112)        (4)          (286)        (4)
Gain on debt            10           --           81           --
modification
Other income (expense)  3            (8)          20           6
                                                              
Income (loss) before    (831)        (2,188)      3,640        (3,078)
income taxes
                                                              
Income tax expense      49           --           277          39
                                                              
Net income (loss)       (880)        (2,188)      3,363        (3,117)
Less: Net (income)/loss
attributable to         251          --           (16)         239
non-controlling
interest
Net income (loss)
attributable to the     $(629)      $(2,188)    $3,347      $(2,878)
shareholders of Premier
Exhibitions, Inc.
                                                              
Net income (loss) per                                          
share:
Basic income (loss) per $(0.01)     $(0.05)     $0.07       $(0.06)
common share
Diluted income (loss)   $(0.01)     $(0.05)     $0.07       $(0.06)
per common share
                                                              
Shares used in basic    48,029,592   47,427,251   47,988,433   47,362,196
per share calculations
Shares used in diluted  48,029,592   47,427,251   49,094,927   47,362,196
per share calculations
                                                              
Comprehensive income    $(629)      $(2,230)    $3,354      $(2,903)
(loss)

                                                                
                                                                
                                                                Table 3
Premier Exhibitions, Inc.
Condensed Consolidated Statements of Cash Flow
(in thousands)
(unaudited)
                                                                
                                   Three Months Ended    Nine Months Ended
                                    November 30,          November 30,
                                   2012      2011        2012      2011
Cash flows from operating                                        
activities:
Net income (loss)                   $(880)  $(2,188)  $3,363  $(3,117)
                                                                
Adjustments to reconcile net income (loss) to net cash             
provided by (used in) operating activities:
Depreciation and amortization       918      928        2,649    2,938
Impairment of intangibles and fixed --       --         --       358
assets
Lease abandonment                  (150)    (149)      (439)    (458)
Gain on debt modification          (10)     --         (81)     --
Stock-based compensation           96       158        649      529
Allowance for doubtful accounts    93       53         288      41
Net gain on disposal of assets     --       (7)        --       (27)
Changes in operating assets and
liabilities, net of effect of                                    
acquisitions:
(Increase)/decrease in accounts     882      844        (296)    1,760
receivable
(Increase)/decrease in merchandise  98       (212)      (260)    (173)
inventory, net of reserve
Decrease in notes receivable        --       --         --       200
Increase in prepaid expenses       (145)    (53)       (69)     (471)
(Increase)/decrease in other assets (23)     (26)       (78)     64
(Increase)/decrease in long-term    (160)    --         (160)    --
development costs
(Increase)/decrease in income taxes (45)     10         91       59
receivable
Increase in other receivables       (101)    (122)      (273)    (122)
Decrease in accounts payable and    (55)     (745)      (364)    (951)
accrued liabilities
(Decrease)/increase in deferred     350      1,000      (164)    (31)
revenue
(Decrease)/increase in income taxes 34       --         153      --
payable
Total adjustments                   1,782    1,679      1,646    3,716
Net cash provided by (used in)      902      (509)      5,009    599
operating activities
                                                                
Cash flows from investing                                        
activities:
Purchases of property and equipment (200)    (56)       (545)    (966)
Proceeds from disposal of assets    --       7          --       27
Acquisition of assets of Exhibit    --       --         (125)    --
Merchandising, LLC
Titanic expedition costs incurred   --       (262)      --       (262)
Purchases of certificates of        --       (1)        --       (4)
deposit
Decrease in artifacts               10       4          47       14
Non-controlling investment in       --       --         --       77
consolidated joint venture
Net cash used in investing          (190)    (308)      (623)    (1,114)
activities
                                                                
Cash flows from financing                                        
activities:
Proceeds from option and warrant    --       --         136      8
exercises
Purchase of treasury stock          (18)     --         (96)     --
Payments on capital lease           (2)      --         (2)      --
obligations
Payments on notes payable           (145)    (161)      (625)    (161)
Net cash used in financing          (165)    (161)      (587)    (153)
activities
                                                                
Effects of exchange rate changes on --       (40)       7        (20)
cash and cash equivalents
                                                                
Net increase (decrease) in cash and 547      (1,018)    3,806    (688)
cash equivalents
Cash and cash equivalents at        5,603    4,094      2,344    3,764
beginning of period
Cash and cash equivalents at end of $6,150  $3,076    $6,150  $3,076
period
                                                                
Supplemental disclosure of cash                                  
flow information:
Cash paid during the period for     $10     $--       $52     $--
interest
Cash paid/(received) during the     $59     $--       $33     $37
period for taxes
Supplemental disclosure of non-cash                              
investing and financing activities:
Unrealized loss on marketable       $--     $(2)      $--     $(5)
securities
Assets purchased with notes payable $--     $1,377    $11,917 $--
Purchases of property and equipment $115    $--       $115    $--
under capital leases

                                                              
                                                              
                                                              Table 4
Adjusted EBITDA
(In thousands)
                                                              
                                                              
                          Three Months Ended        Nine Months Ended
                          November 30, November 30, November 30, November 30,
                           2012         2011         2012         2011
                          3Q13         3Q12         3Q13         3Q12
                                                              
Net income (loss)          $(880)     $(2,188)   $3,363     $(3,117)
Provision for income taxes 49           --         277          39
Interest expense           112          4            286          4
Gain on debt modification  (10)         --         (81)         --
Other (income) expense     (3)          8            (20)         (6)
Gain on disposal           --         (7)          --         (27)
Depreciation and           918          928          2,649        2,938
amortization
Impact of Hurricane Sandy  320          --         320          --
on the New York - Seaport
Litigation settlement      --         --         --         783
Impairment of intangibles  --         --         --         358
and fixed assets
Stock-based compensation   169          158          807          529
Adjusted EBITDA(1)         $675         $(1,097)   $7,601       $1,501

^(1) Adjusted EBITDA

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 expenses. The Company uses Adjusted EBITDA to evaluate the
performance of its operating segments. 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        Nine Months Ended
                          November 30, November 30, November 30, November 30,
                           2012         2011         2012         2011
                          3Q13         3Q12         3Q13         3Q12
Compensation, excluding    $1,870     $ 1,466      $ 5,697      $ 4,373
stock-based compensation
Stock-based compensation   169         158         807         529
Bad debt expense           --          --          14          --
Legal and other            413         649         2,219       1,753
professional fees
Rent and other office      337         516         1,013       1,216
expenses
Other                      515         727         1,726       2,462
General & Administrative   $3,304     $3,516     $11,476    $10,333
expense



                                                              
                                                              
                                                              Table 6
Exhibition Revenue & Operating Statistics
(In thousands)
                                                              
                          Three Months Ended        Nine Months Ended
                          November 30, November 30, November 30, November 30,
                           2012         2011         2012         2011
                          3Q13         3Q12         3Q13         3Q12
                                                              
Admissions revenue         $4,876     $4,827     $21,657    $19,040
Non-refundable license
fees for current           577         755         3,367       2,552
exhibitions
Total exhibition revenue   $5,453     $5,582     $25,024    $21,592
                                                              
Number of venues presented 26           18           32           28
Total operating days       1,246       1,244       4,205       3,368
Total attendance (in       497         373         2,245       1,517
000's)
Average attendance per day 399         304         534         451
Average ticket price per   $16.00     $16.48     $14.93     $16.98
pre-partner split
Average merchandise sales  $2.26      $1.89      $2.28      $2.09
per ticket sold
                                                              
These key non- financial measurements do not include the AEI properties or
merchandise sales.

CONTACT: Investor Contact:
         Michael J. Little
         Chief Financial Officer and
         Chief Operating Officer
         (404) 842-2600
         michael.little@prxi.com
 
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