##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 28, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NO. 000-24452
 PREMIER EXHIBITIONS, INC.
 (Exact name of registrant as specified in its charter)
 Florida
    
    20-1424922(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3340 Peachtree Rd., N.E., Suite 900
Atlanta, GA 30326  (Address of principal executive offices)
 Registrants telephone number, including area code: 404-842-2600
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share
    
    The NASDAQ Stock Market LLC(NASDAQ Global Market)
 Securities registered pursuant to Section 12(g) of the Act: None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ




---



##### 



FORWARD-LOOKING STATEMENTS
    
    
    1Part I
    
    
    1ITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    9ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    14ITEM 2. PROPERTIES
    
    
    14ITEM 3. LEGAL PROCEEDINGS
    
    
    15ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    18EXECUTIVE OFFICERS
    
    
    18Part II
    
    
    20ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    20ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    21ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    44ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    84ITEM 9A. CONTROLS AND PROCEDURES
    
    
    84ITEM 9B. OTHER INFORMATION
    
    
    84Part III
    
    
    85ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    85ITEM 11. EXECUTIVE COMPENSATION
    
    
    85ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    85ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    86ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    86Part IV
    
    
    87ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    87Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   i




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FORWARD-LOOKING STATEMENTS
 This report contains information that may constitute forward-looking statements. Generally,
the words believe, expect, intend, estimate, anticipate, project, will and similar
expressions identify forward-looking statements, which generally are not historical in nature.
However, the absence of these words or similar expressions does not mean that a statement is not
forward-looking. All statements that address operating performance, events or developments that we
expect or anticipate will occur in the future  including statements relating to revenue growth,
improvements to margins and earnings per share growth, and statements expressing general views
about future operating results  are forward-looking statements. Management believes that these
forward-looking statements are reasonable as and when made. However, such statements are dependent
upon, and can be influenced by, a number of external variables over which management has little or
no control, including but not limited to, general economic conditions, public tastes and demand,
competition, the availability of venues, the results of certain legal matters described herein,
governmental regulation and the efforts of co-sponsors and joint venture participants. As a
result, caution should be taken not to place undue reliance on any such forward-looking statements.
Our Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Forward-looking statements should not be relied upon as a guarantee of future performance or
results, nor will they necessarily prove to be accurate indications of the performance that is
ultimately achieved. As a result, actual outcomes and results may differ materially from those
expressed in forward-looking statements.
 
 PART I
 
 ITEM 1.
    
    BUSINESS
   Overview
  Stationary
    
    
    Touring
    
    
    TotalBodies...The Exhibition and Bodies Revealed
    
    
    3
    
    
    
    6
    
    
    
    9Titanic: The Artifact Exhibiton
    
    
    1
    
    
    
    6
    
    
    
    7Dialog in the Dark
    
    
    1
    
    
    
    
    
    
    
    1Total Exhibitions
    
    
    5
    
    
    
    12
    
    
    
    17
   1




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2




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www.prxi.com www.rmstitanic.net www.expeditiontitanic.com www.bodiestheexhibition.com www.bodiestickets.com www.titanictix.com www.bodiesrevealed.com
 Exhibitions
 Titanic: The Artifact Exhibition
  Titanic Expeditions
    3




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2010 Expedition to Titanic Wreck Site
    3D film
    
    $
    1,7193D exhibitry
    
    
    7592D documentary
    
    
    565Gaming application
    
    
    886Expedition web point of presence
    
    
    317Total expedition costs capitalized
    
    
    4,246Less: Accumulated amortization
    
    
    175Accumulated depreciation
    
    
    53Expedition costs capitalized as of February 28, 2011, net
    
    $
    4,018
    4




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5




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Fiscal Year
    
    Amount2012
    
    $
    2042013
    
    
    2042014
    
    
    1492015
    
    
    972016
    
    
    Thereafter
    
    
    Total
    
    $
    654
  Science, Archaeology and Conservation Related to the Titanic and Titanic Artifacts
  Bodies...The Exhibition and Bodies Revealed
     6




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Dialog in the Dark
  Other Exhibitions
   Merchandising
  Information Regarding Exhibitions Outside the United States
  Competition
   7




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Titanic: The Artifact Exhibition
  Bodies...The Exhibition and Bodies Revealed
  Dialog in the Dark
  Merchandising
  Environmental Matters
  Employees
  Available Information
    8




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
 If any of the risks or uncertainties discussed below and elsewhere in this report, including,
but not limited to, the section titled Managements Discussion and Analysis of Financial Condition
and Results of Operations and in the consolidated financial statements and the related notes
included in this report, were to occur, our business, financial condition and results of operations
could be seriously harmed. Additional risks and uncertainties not currently known to us or that we
presently deem to be immaterial could also seriously harm our business, financial condition and
results of operations.
 Our cash flows from operations may not improve sufficiently to finance our ongoing operations
or to make investments necessary for future growth without the need for additional financing.
  The plans of our largest shareholder to sell his block of common stock could have an effect on
our stock price and could result in changes to the strategic direction of the Company.
      9




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We may not be granted a salvage award that is commensurate with the efforts we have expended
to recover items from the Titanic wreck site or may be prohibited from exhibiting certain of the
Titanic artifacts already under our control.
 in specie in specie
 If we are unable to maintain our Salvor-in-Possession rights to the Titanic wreck and wreck
site, our Titanic exhibitions could face increased competition and we could lose the right to
exhibit certain Titanic artifacts.
  We are currently working to fill key vacant management positions and failure by our management
team to successfully manage our operations in the absence of key management, and/or our inability
to fill these vacant key positions may adversely affect our business.
   Our business may be harmed as a result of litigation.
  We may have a risk of collection of our revenue from exhibitions presented by third parties.
   10




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Continuing economic weakness may have a negative impact on our revenues and make it difficult
for us to obtain financing to operate our business.
   Our inability to develop new exhibitions could seriously harm our results of operations and
financial condition.
  Our exhibition business is sensitive to public tastes. If we are unable to anticipate or
respond to changes in consumer preferences, demand for our exhibitions could decrease.
  If our advertising, promotional and other marketing campaigns are not successful, our results
of operations could be harmed.
  Events harming our reputation could adversely affect our business prospects, financial results
and stock price.
   11




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We are dependent upon our ability to locate effective venues for our exhibitions, either in
museums or in leased exhibition space. If we are unable to lease exhibition venues on acceptable
terms or to partner with museums to present our exhibitions, our results of operations could be
adversely affected.
  Our exhibitions are becoming subject to increasing competition that could negatively impact
our operating results and financial condition.
 Titanic exhibitions
 Human anatomy exhibitions
 Other exhibitions
 Through our co-promoters, we conduct exhibitions outside of the United States, which subjects
us to additional business risks that could increase our costs and cause our profitability to
decline.
  
    
    changes in foreign regulatory requirements;
 
    
    difficulties in staffing, training and managing foreign operations;
 
    
    changing and irregular enforcement of legal regulations;
 
    
    difficulties in collecting amounts due from foreign partners; and
    
    political and economic instability.
  12




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Certain aspects of our operations are subject to governmental regulation, and our failure to
comply with any existing or future regulations could seriously harm our business, results of
operations and financial condition.
  
    
    licensing and permitting;
 
    
    health, safety, environmental and sanitation requirements;
 
    
    working conditions, labor, minimum wage and hour, citizenship and
employment laws; and
 
    
    sales, use and other taxes and withholding.
  We may be unable to hire and retain the personnel we need and, as a result, could lose our
competitive position.
  The price of our common stock may fluctuate significantly, and investors in our common stock
could see the value of our common stock decline materially. In addition, the recent trading level
of our stock could subject us to delisting by NASDAQ.
     13




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
 Principal Executive Offices
  Warehouse Space for Artifacts and Other Exhibitry
  Luxor Hotel and Casino  Las Vegas, Nevada
 Note 11. Lease Abandonment
 Atlantic Station  Atlanta, Georgia
  Seaport  New York City, New York
   14




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Touring Exhibitions
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
 Status of Salvor-in-Possession and Interim Salvage Award Proceedings
 R.M.S. Titanic, Inc. v. The Wrecked and
Abandoned Vessel, et al., in rem
    amicus curiae in specie in specie in specie
 in specie
  15




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in-specie in-specie in-specie
 in-specie
 Status of International Treaty Concerning the Titanic Wreck
    Other Litigation
   16




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RMS Titanic,
Inc. v Citywest Productions and H.S.S. Trading as the Mansfield Group,
   Settled Litigation
 Stefano Arts v. Premier Exhibitions,
Inc., et al.,
    17




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Proposed Legislation and Government Inquiries
     
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    Position (s)Christopher J. Davino
    
    45
    
    President and Chief Executive Officer, DirectorSamuel S. Weiser
    
    51
    
    Interim Chief Financial OfficerRobert A. Brandon
    
    60
    
    General Counsel, Vice President of Business Affairs and Secretary
 Christopher J. Davino, President, Chief Executive Officer and Director
   18




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Samuel S. Weiser, Interim Chief Financial Officer and Director
  Robert A. Brandon, General Counsel, Vice President of Business Affairs and Secretary
  Executive Officer Changes
     19




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
  Prices of our Common Stock
 High
    
    
    LowFiscal 2011Fourth Quarter ended February 28, 2011
    
    $
    2.02
    
    
    $
    1.50Third Quarter ended November 30, 2010
    
    
    2.17
    
    
    
    1.65Second Quarter ended August 31, 2010
    
    
    2.50
    
    
    
    1.01First Quarter ended May 31, 2010
    
    
    1.58
    
    
    
    1.15Fiscal 2010Fourth Quarter ended February 28, 2010
    
    $
    1.60
    
    
    $
    1.11Third Quarter ended November 30, 2009
    
    
    1.65
    
    
    
    0.68Second Quarter ended August 31, 2009
    
    
    0.90
    
    
    
    0.63First Quarter ended May 31, 2009
    
    
    1.45
    
    
    
    0.42
  Holders
  Dividends
   20




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Introduction
  
    
    Overview;
 
    
    Key Exhibitions;
 
    
    Results of Operations;
 
    
    Liquidity and Capital Resources;
 
    
    Contractual Obligations;
 
    
    Off-Balance Sheet Arrangements;
 
    
    Critical Accounting Policies; and
 
    
    Recent Accounting Pronouncements.
 Overview
     Stationary
    
    
    Touring
    
    
    TotalBodies...The Exhibition and Bodies Revealed
    
    
    3
    
    
    
    6
    
    
    
    9Titanic: The Artifact Exhibiton
    
    
    1
    
    
    
    6
    
    
    
    7Dialog in the Dark
    
    
    1
    
    
    
    
    
    
    
    1Total Exhibitions
    
    
    5
    
    
    
    12
    
    
    
    17
  21




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22




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Key Exhibitions
 Titanic: The Artifact Exhibition
  Bodies...The Exhibition and Bodies Revealed
    23




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Dialog in the Dark
  Discontinued Exhibitions
 Our Body: The Universe Within
  Star Trek
  Sports Immortals
  Co-Promotion Agreements
 Overview
   24




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##### Table of Contents



Summary of Europe Agreement
  Summary of Original International Agreement
   Assignment of Europe Agreement and Original International Agreement
  Summary of First Amendment
     25




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##### Table of Contents



Summary of Europe Amendment
      JAM Settlement
   26




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##### Table of Contents



September 2009 S2BN Amendment
  
    
    We obtain sole possession of and operating rights to the New York Bodies exhibition,
and retain 100% of the revenue and profits from that exhibition.
 
    
    We have rights to present between five and fifteen human anatomy exhibitions in the
European, Asian and other territories previously reserved exclusively for JAM and S2BN
(the Carve-Out Exhibitions). (The Carve-Out Exhibitions are now limited to the
initial five because any such rights beyond the initial five Carve-Out Exhibitions were
linked to S2BNs exercise of the remaining two options described below.)
 
    
    The remaining two options for S2BN to jointly present additional exhibitions with us
were made exercisable at the unilateral discretion of S2BN (with the final such option
being conditioned upon exercise of the first of such remaining options), and the moneys
owed by S2BN for the exercise of any such options were to be allocated and paid in
enumerated installments as the applicable exhibitions occur.
 
    
    S2BN was granted an additional six months, until May 31, 2010 and May 31, 2011,
respectively, to exercise each of its remaining two options. The exercise date for the
first of these remaining options was later extended until June 30, 2010, but S2BN
nonetheless elected not to exercise the option. Accordingly, the last of these two
remaining options has also lapsed.
  27




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Results of Operations
  Analysis of Consolidated Statements of OperationsPercent Change2011vs.2011
    
    
    2010
    
    
    2010(In thousands except percentages and per share data)Revenue
    
    $
    44,751
    
    
    $
    43,428
    
    
    
    3.0
    %Cost of revenue (exclusive of depreciation and amortization)
    
    
    33,459
    
    
    
    24,070
    
    
    
    39.0
    %Gross profit
    
    
    11,292
    
    
    
    19,358
    
    
    
    (41.7
    )%Gross profit as a percent of revenue
    
    
    25.2
    %
    
    
    44.6
    %Operating expenses
    
    
    24,293
    
    
    
    39,457
    
    
    
    (38.4
    )%Loss from operations
    
    
    (13,001
    )
    
    
    (20,099
    )
    
    
    35.3
    %Other income and (expenses)
    
    
    26
    
    
    
    (250
    )
    
    
    110.4
    %Loss before income tax
    
    
    (12,975
    )
    
    
    (20,349
    )
    
    
    36.2
    %Benefit from (provision for) income taxes
    
    
    297
    
    
    
    352
    
    
    
    (15.6
    )%Effective tax rate
    
    
    2.3
    %
    
    
    1.8
    %Net loss
    
    
    (12,678
    )
    
    
    (19,997
    )
    
    
    (36.6
    )%Less: Net loss attributable to non-controlling interests
    
    
    (206
    )
    
    
    
    
    
    
    100.0
    %Net loss attributable to the shareholders of Premier
    
    $
    (12,472
    )
    
    $
    (19,997
    )
    
    
    (37.6
    )%Net loss per shareBasic loss per share
    
    $
    (0.27
    )
    
    $
    (0.54
    )Diluted net loss per share
    
    $
    (0.27
    )
    
    $
    (0.54
    )
  28




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Revenue
  Revenue (in thousands)2011
    
    
    2010Exhibition RevenueAdmissions revenue
    
    $
    36,483
    
    
    $
    33,881Non-refundable license fees for current exhibitions
    
    
    3,688
    
    
    
    5,903Total Exibition revenue
    
    
    40,171
    
    
    
    39,784Merchandise and Other
    
    
    4,330
    
    
    
    3,644Film Revenue
    
    
    250
    
    
    
    Total Revenue
    
    $
    44,751
    
    
    $
    43,428Key Non-financial MeasurementsNumber of venues presented
    
    
    41
    
    
    
    39Operating days
    
    
    5,969
    
    
    
    6,035Attendance
    
    
    3,628,263
    
    
    
    4,125,093Average attendance per operating day
    
    
    608
    
    
    
    684
 Fiscal 2011 as Compared to Fiscal 2010
       29




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Cost of Revenue
  Cost of Revenue(in thousands, except percentages)Percent2011vs.2011
    
    
    2010
    
    
    2010Exhibition costsProduction
    
    $
    4,958
    
    
    $
    3,304
    
    
    
    50.1
    %Operating Expenses
    
    
    16,913
    
    
    
    15,359
    
    
    
    10.1
    %Marketing
    
    
    10,244
    
    
    
    4,179
    
    
    
    145.1
    %32,115
    
    
    
    22,842
    
    
    
    40.6
    %Exhibition expense as percent of exhibition revenue
    
    
    79.9
    %
    
    
    57.4
    %Cost of merchandise
    
    
    1,319
    
    
    
    1,228
    
    
    
    7.4
    %Cost of merchandise as percent of merchandise revenue
    
    
    30.5
    %
    
    
    33.7
    %Film costs
    
    
    25
    
    
    
    
    
    
    
    100.0
    %Film costs as percent of film revenue
    
    
    10.0
    %
    
    
    0.0
    %Total
    
    $
    33,459
    
    
    $
    24,070
    
    
    
    39.0
    %Percent of total revenue
    
    
    74.8
    %
    
    
    55.4
    %
 Fiscal 2011 as Compared to Fiscal 2010
    Gross Profit
 Fiscal 2011 as Compared to Fiscal 2010
   30




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Operating Expenses
  Operating expenses(in thousands, except percentage data)Percent Change2011vs.2011
    
    
    2010
    
    
    2010General and administrative
    
    $
    19,214
    
    
    $
    24,636
    
    
    
    (22.0)
    %Depreciation and amortization
    
    
    5,053
    
    
    
    6,012
    
    
    
    (16.0)
    %Net loss (gain) on disposal of assets
    
    
    26
    
    
    
    (54
    )
    
    
    (148.1)
    %Impairment of intangibles and goodwill
    
    
    
    
    
    
    4,512
    
    
    
    (100.0)
    %Lease abandonment
    
    
    
    
    
    
    4,351
    
    
    
    (100.0)
    %Total
    
    $
    24,293
    
    
    $
    39,457
    
    
    
    (38.4)
    %
 General and administrative
 Fiscal 2011 as Compared to Fiscal 2010
  Increase2011
    
    
    2010
    
    
    (decrease)Exhibition expense
    
    $
    1,136
    
    
    $
    2,866
    
    
    $
    (1,730
    )Artifact expense
    
    
    589
    
    
    
    656
    
    
    
    (67
    )Compensation
    
    
    7,125
    
    
    
    7,973
    
    
    
    (848
    )Employee benefits
    
    
    436
    
    
    
    342
    
    
    
    94Insurance
    
    
    826
    
    
    
    918
    
    
    
    (92
    )Office expense
    
    
    1,970
    
    
    
    1,323
    
    
    
    647Travel
    
    
    896
    
    
    
    574
    
    
    
    322Professional fees
    
    
    4,096
    
    
    
    5,660
    
    
    
    (1,564
    )Stock compensation
    
    
    616
    
    
    
    451
    
    
    
    165Bad debt expense
    
    
    819
    
    
    
    1,845
    
    
    
    (1,026
    )Other
    
    
    705
    
    
    
    2,028
    
    
    
    (1,323
    )$
    19,214
    
    
    $
    24,636
    
    
    $
    (5,422
    )
  
    
    a $1.7 million decline in exhibition expense driven by lower specimen rental fees
charged to G&A for specimens not exhibited,
 
    
    a $1.6 million reduction in legal and professional fees, mainly due to lower
legal fees, as the Company settled three legal proceedings during fiscal 2010 and
had fewer ongoing and new cases during fiscal 2011. In addition, the Company
lowered legal costs in fiscal 2011 by bringing more legal resources into the Company
and reducing its reliance on outside legal counsel.
 
    
    a $1.0 million decline in bad debt expense, mainly resulting from forgiveness of
amounts owed by JAM Exhibitions Ltd as part of the Companys settlement with JAM in
fiscal 2010,
  31




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
    
    a $1.3 million reduction in other expense, primarily related to the termination
of certain human anatomy specimen license agreements in fiscal 2010, and
 
    
    a $0.8 million in lower compensation expense, resulting from staff reductions and
closing of exhibitions during fiscal 2011.
 
    
    These decreases in expense were partially offset by a $0.6 million increase in
office expense, mainly due to higher rent expense related to the
abandoned portion of the Companys leased exhibition space in Las Vegas,
Nevada.
 Depreciation and Amortization
 Fiscal 2011 as Compared to Fiscal 2010
  Net Gain or Loss From Disposition of Assets
 Fiscal 2011 as Compared to Fiscal 2010
  Impairment of Intangibles
 Fiscal 2011 as Compared to Fiscal 2010
  Lease Abandonment
 Fiscal 2011 as Compared to Fiscal 2010
   32




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Loss from Operations
  Other Income and Expense
 Fiscal 2011 compared to Fiscal 2010
  Net Loss
 Fiscal 2011 as Compared to Fiscal 2010
  Net loss per share
 Fiscal 2011 as Compared to Fiscal 2010
  Liquidity and Capital Resources
 Liquidity
 Cash flows from operating activities
   As of February 28,2011
    
    
    2010Working capital (in thousands)
    
    $
    1,171
    
    
    $
    14,909Current ratio
    
    
    1.14
    
    
    
    3.06
   33




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Cash flows from investing activities
  Cash flows from financing activities
  Capital Resources
       34




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
    
    issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive
additional shares of common stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for the shares
of common stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the
initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly
related to our business or the market for the common stock; or
    
    enters into any agreement, including, but not limited to, an equity
line of credit, whereby it may sell securities at a future determined
price.
   35




---



##### Table of Contents



Contractual Obligations
 Lease Arrangements
 Specimens
  Equipment
  Principal Executive Offices
  Warehouse Space for Artifacts and Other Exhibitry
  Luxor Hotel and Casino  Las Vegas, Nevada
 Note 11. Lease Abandonment
  36




---



##### Table of Contents



Atlantic Station  Atlanta, Georgia
  Seaport  New York City, New York
  Touring Exhibitions
  License Agreements
   37




---



##### Table of Contents



Contractual Obligations and Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsSpecimen fixed rentals
    
    $
    3,708
    
    
    $
    2,708
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    Real estate operating leases
    
    
    30,655
    
    
    
    5,052
    
    
    
    11,503
    
    
    
    10,800
    
    
    
    3,300Equipment leases
    
    
    167
    
    
    
    53
    
    
    
    113
    
    
    
    1
    
    
    
    License agreements
    
    
    800
    
    
    
    200
    
    
    
    600Total
    
    $
    35,330
    
    
    $
    8,013
    
    
    $
    13,216
    
    
    $
    10,801
    
    
    $
    3,300
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
  (a) Revenue Recognition
      38




---



##### Table of Contents



(i)
    
    Exhibition Revenue
  
    
    persuasive evidence of an exhibition arrangement with a customer
exists;
 
    
    the exhibition is complete and in accordance with the terms of the
arrangement;
 
    
    the exhibition period of the arrangement has begun and/or the customer
can begin its exploitation, exhibition or sale;
 
    
    the arrangement fee is fixed or determinable; and
 
    
    collection of the arrangement fee is reasonably assured.
   Admissions Revenue
    Licensing Revenue
  Audio Tour Revenue
  (ii)
    
    Merchandise and Other Revenue
   39




---



##### Table of Contents



(b) Notes and Accounts Receivable
  (c) Property and Equipment
  Exhibitry
    
    5 yearsVehicles
    
    5 yearsTools and equipment
    
    5 yearsComputers and software
    
    3 yearsFurniture and fixtures
    
    5 yearsLeasehold improvements
    
    Shorter of useful life of asset or remaining lease term
  (d) Exhibition Licenses
     40




---



##### Table of Contents




    
    Level 1  Unadjusted quoted prices for identical assets or liabilities in an
active market.
    
    Level 2  Quoted prices in markets that are not active or inputs that are
observable either directly or indirectly for substantially the full term of the
asset or liability. Level 2 inputs include the following:
 a)
    
    Quoted prices for similar assets or liabilities in active markets;b)
    
    Quoted prices for identical or similar assets or liabilities in
non-active markets;c)
    
    Inputs other than quoted market prices that are observable; andd)
    
    Inputs that are derived principally from or corroborated by
observable market data through correlation or othermeans.
 
    
    Level 3  Prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement. These
valuations, whether derived internally or obtained from a third party, use critical
assumptions that are not widely available to estimate market participant
expectations in valuing the asset or liability.
  (e) Income Taxes
   (f) Stock Compensation
  Stock Options.
 Dividend yield
    
    
    0
    %Expected volatility
    
    
    127
    %Risk-free interest rate
    
    
    1.2
    %Expected lives in years
    
    
    7.5
   41




---



##### Table of Contents



Restricted Stock.
 Warrants.
 Agreements issued inFiscal 2007
    
    
    Fiscal 2009Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    100
    %
    
    
    120
    %Risk-free interest rate
    
    
    6.0
    %
    
    
    4.2
    %Expected lives in years
    
    
    5.0
    
    
    
    5.0
  (g) 2010 Titanic Expedition Costs
 Note 6. 2010 Expedition to Titanic
Wreck Site
 Recent Accounting Pronouncements
 Recently Adopted
 Note 2. Summary of Significant Accounting Policies Note 4. Balance Sheet
Details
    42




---



##### Table of Contents



Recently Issued
   43




---



##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageReport of Independent Registered Public Accounting Firm
    
    
    45Consolidated Balance Sheets at February 28, 2011 and February 28, 2010
    
    
    46Consolidated Statements of Operations for the years ended February 28, 2011 and 2010
    
    
    47Consolidated Statements of Cash Flow for the years ended February 28, 2011 and 2010
    
    
    48Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for
the years ended February 28, 2011 and 2010
    
    
    49Notes to Consolidated Financial Statements
    
    
    50
  44




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
  45




---



##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Balance Sheets
 (in thousands, except share data)
 February 28,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,764
    
    
    $
    10,339Certificates of deposit and other investments
    
    
    807
    
    
    
    3,308Accounts receivable, net of allowance for doubtful accounts
of $1,044 and $697, respectively
    
    
    2,419
    
    
    
    2,613Merchandise inventory, net of reserve
of $15 and $281, respectively
    
    
    752
    
    
    
    845Notes receivable, net of allowance for doubtful accounts
of $425
    
    
    200
    
    
    
    Deferred income taxes
    
    
    175
    
    
    
    Income taxes receivable
    
    
    358
    
    
    
    3,161Prepaid expenses
    
    
    1,107
    
    
    
    1,666Other current assets
    
    
    136
    
    
    
    200Total current assets
    
    
    9,718
    
    
    
    22,132Artifacts owned, at cost
    
    
    3,011
    
    
    
    3,048Salvors lien
    
    
    1
    
    
    
    1Property and equipment, net of accumulated depreciation
of $15,376 and $11,454, respectively
    
    
    12,620
    
    
    
    13,545Exhibition licenses, net of accumulated amortization
of $5,861 and $4,979, respectively
    
    
    2,987
    
    
    
    3,269Film and gaming assets, net of accumulated amortization
of $175
    
    
    2,994
    
    
    
    Deferred income taxes
    
    
    
    
    
    
    927Notes receivable, net of allowance for doubtful accounts
of $46
    
    
    
    
    
    
    579Subrogation rights
    
    
    250
    
    
    
    250Total Assets
    
    $
    31,581
    
    
    $
    43,751LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    5,951
    
    
    $
    5,518Deferred revenue
    
    
    2,596
    
    
    
    1,705Total current liabilities
    
    
    8,547
    
    
    
    7,223Long-Term liabilities:Lease abandonment
    
    
    3,014
    
    
    
    3,666Income taxes payable
    
    
    
    
    
    
    1,214Deferred income taxes
    
    
    175
    
    
    
    Total long-term liabilities
    
    
    3,189
    
    
    
    4,880Commitment and ContingenciesShareholders equity:Common stock; $.0001 par value; authorized 65,000,000 shares;
issued 48,205,661 and 47,804,742 shares, respectively;
outstanding 47,203,652 and 46,802,733 shares, respectively
    
    
    5
    
    
    
    5Additional paid-in capital
    
    
    58,356
    
    
    
    57,759Accumulated deficit
    
    
    (31,085
    )
    
    
    (18,613
    )Accumulated other comprehensive loss
    
    
    (455
    )
    
    
    (313
    )Less treasury stock, at cost; 1,002,009 shares
    
    
    (7,190
    )
    
    
    (7,190
    )Equity
Attributable to Shareholders of Premier Exhibitions, Inc.
    
    
    19,631
    
    
    
    31,648Equity Attributable to Non-controlling interest
    
    
    214
    
    
    
    Total liabilities and shareholders equity
    
    $
    31,581
    
    
    $
    43,751
   46




---



##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Operations
 (in thousands, except share and per share data)
 Year Ended February 28,2011
    
    
    2010Revenue:Exhibition revenue
    
    $
    40,171
    
    
    $
    39,784Merchandise and other
    
    
    4,330
    
    
    
    3,644Film revenue
    
    
    250
    
    
    
    Total revenue
    
    
    44,751
    
    
    
    43,428Cost of revenue:Exhibition costs
    
    
    32,115
    
    
    
    22,842Cost of merchandise sold
    
    
    1,319
    
    
    
    1,228Film costs
    
    
    25
    
    
    
    Total cost of revenue (exclusive of depreciation
and amortization shown separately below)
    
    
    33,459
    
    
    
    24,070Gross profit
    
    
    11,292
    
    
    
    19,358Operating expenses:General and administrative
    
    
    19,214
    
    
    
    24,636Depreciation and amortization
    
    
    5,053
    
    
    
    6,012Net loss (gain) on disposal of assets
    
    
    26
    
    
    
    (54
    )Impairment of intangibles and goodwill
    
    
    
    
    
    
    4,512Lease abandonment
    
    
    
    
    
    
    4,351Total operating expenses
    
    
    24,293
    
    
    
    39,457Loss from operations
    
    
    (13,001
    )
    
    
    (20,099
    )Other income and (expenses)
    
    
    26
    
    
    
    (250
    )Loss before income taxes
    
    
    (12,975
    )
    
    
    (20,349
    )Benefit from income taxes
    
    
    297
    
    
    
    352Net loss
    
    
    (12,678
    )
    
    
    (19,997
    )Less: Net loss attributable to non-controlling interest
    
    
    (206
    )
    
    
    Net loss
attributable to the shareholders of Premier
    
    $
    (12,472
    )
    
    $
    (19,997
    )Net loss per share:Basic loss per common share
    
    $
    (0.27
    )
    
    $
    (0.54
    )Diluted loss per common share
    
    $
    (0.27
    )
    
    $
    (0.54
    )Shares used in basic per share calculations
    
    
    46,943,269
    
    
    
    36,841,296Shares used in diluted per share calculations
    
    
    46,943,269
    
    
    
    36,841,296
   47




---



##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Cash Flow
 (in thousands)
 Year Ended February 28,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (12,678
    )
    
    $
    (19,997
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    5,053
    
    
    
    6,012Impairment of intangibles
    
    
    
    
    
    
    4,512Lease abandonment
    
    
    (652
    )
    
    
    4,351Stock based compensation
    
    
    616
    
    
    
    451Allowance for doubtful accounts
    
    
    726
    
    
    
    (450
    )Common stock issued for accrued interest
    
    
    
    
    
    
    247Excess tax benefit on the exercise of employee stock options
    
    
    
    
    
    
    (61
    )Net loss (gain) on disposal of assets
    
    
    26
    
    
    
    (54
    )Common stock issued for settlement of lawsuit
    
    
    
    
    
    
    50Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (153
    )
    
    
    2,954Decrease (increase) in merchandise inventory, net
of reserve
    
    
    93
    
    
    
    (414
    )Decrease in deferred income taxes
    
    
    927
    
    
    
    3,273Decrease in prepaid expenses
    
    
    559
    
    
    
    584Decrease in other assets
    
    
    64
    
    
    
    2,512Decrease in income taxes receivable
    
    
    2,803
    
    
    
    645Increase (decrease) in deferred revenue
    
    
    891
    
    
    
    (635
    )Increase (decrease) in accounts payable and accrued
liabilities
    
    
    433
    
    
    
    (6,878
    )Decrease in income taxes payable
    
    
    (1,214
    )
    
    
    Total adjustments
    
    
    10,172
    
    
    
    17,099Net cash used in operating activities
    
    
    (2,506
    )
    
    
    (2,898
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,045
    )
    
    
    (1,790
    )Proceeds from disposal of assets
    
    
    25
    
    
    
    Purchase of exhibition licenses
    
    
    (600
    )
    
    
    Purchase of certificates of deposit
    
    
    (88
    )
    
    
    (2,031
    )Redemption of certificates of deposit
    
    
    2,581
    
    
    
    Decrease in artifacts
    
    
    37
    
    
    
    33Titanic expedition costs incurred
    
    
    (4,246
    )
    
    
    Non-controlling investment
in consolidated joint venture
    
    
    420
    
    
    
    Net cash used in investing activities
    
    
    (3,916
    )
    
    
    (3,788
    )Cash flows from financing activities:Proceeds from convertible notes
    
    
    
    
    
    
    12,000Purchase of treasury stock
    
    
    (136
    )
    
    
    Proceeds from option and warrant exercises
    
    
    117
    
    
    
    261Excess tax benefit on the exercise of employee stock options
    
    
    
    
    
    
    61Net cash (used in) provided by financing activities
    
    
    (19
    )
    
    
    12,322Effects of exchange rate changes on cash and cash equivalents
    
    
    (134
    )
    
    
    18Net (decrease) increase in cash and cash equivalents
    
    
    (6,575
    )
    
    
    5,654Cash and cash equivalents at beginning of year
    
    
    10,339
    
    
    
    4,685Cash and cash equivalents at end of year
    
    $
    3,764
    
    
    $
    10,339Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    3
    
    
    $
    49Cash paid during the period for taxes
    
    $
    103
    
    
    $
    138Supplemental disclosure of non-cash operating activities:Uncertain tax position
    
    $
    
    
    
    $
    1,214Supplemental disclosure of non-cash investing and financing
activities:Cashless exercise of stock options
    
    $
    
    
    
    $
    14Unrealized loss on marketable securities
    
    $
    8
    
    
    $
    Conversion of convertible notes to common stock
    
    $
    
    
    
    $
    12,000
   48




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##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss)
 Years Ended February 28, 2011 and February 28, 2010
 (in thousands except for number of shares)
 (Accumulated
    
    
    AccumulatedCommon Stock
    
    
    Additional
    
    
    Deficit)/
    
    
    Other
    
    
    Treasury
    
    
    PremierNumber of
    
    
    
    
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stock, at
    
    
    Shareholders
    
    
    Non-controllingShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Cost
    
    
    Equity
    
    
    InterestBalance, February 28, 2009
    
    
    29,479,439
    
    
    $
    3
    
    
    $
    44,691
    
    
    $
    1,384
    
    
    $
    (331
    )
    
    $
    (7,190
    )
    
    $
    38,557
    
    
    $
    Common stock issued for exercise of options
    
    
    705,633
    
    
    
    
    
    
    
    261
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261
    
    
    
    Issuance of Restricted Stock
    
    
    218,685
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137
    
    
    
    Common stock issued for the conversion of
notes payable and accrued interest
    
    
    16,328,976
    
    
    
    2
    
    
    
    12,245
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,247
    
    
    
    Common stock issued for lawsuit settlement
    
    
    70,000
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    Excess tax benefit on stock options
    
    
    
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61
    
    
    
    Stock compensation costs
    
    
    
    
    
    
    
    
    
    
    314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    314
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,997
    )
    
    
    
    
    
    
    
    
    
    
    (19,997
    )
    
    
    Other comprehensive loss:Foreign currency translation income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    18
    
    
    
    Total comprehensive loss:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (19,979
    )
    
    
    Balance, February 28, 2010
    
    
    46,802,733
    
    
    $
    5
    
    
    $
    57,759
    
    
    $
    (18,613
    )
    
    $
    (313
    )
    
    $
    (7,190
    )
    
    $
    31,648
    
    
    $
    Common stock issued for exercise of options
    
    
    330,000
    
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    Issuance of Restricted Stock
    
    
    186,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Retirement of shares
    
    
    (115,081
    )
    
    
    
    
    
    
    (136
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (136
    )
    
    
    Stock compensation costs
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    Non-controlling
investment in consolidated joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,472
    )
    
    
    
    
    
    
    
    
    
    
    (12,472
    )
    
    
    (206
    )Other comprehensive loss:Foreign currency translation income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (134
    )
    
    
    
    
    
    
    (134
    )
    
    
    Unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    Total comprehensive loss:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (12,614
    )
    
    $
    (206
    )Balance, February 28, 2011
    
    
    47,203,652
    
    
    $
    5
    
    
    $
    58,356
    
    
    $
    (31,085
    )
    
    $
    (455
    )
    
    $
    (7,190
    )
    
    $
    19,631
    
    
    $
    214
   49




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##### Table of Contents



PREMIER EXHIBITIONS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Background and Basis of Presentation
 Description of Business
    Basis of Presentation
   Note 2. Summary of Significant Accounting Policies
  (a) Revenue Recognition
    50




---



##### Table of Contents



(i) Exhibition Revenue
  
    
    persuasive evidence of an exhibition arrangement with a customer
exists;
    
    the exhibition is complete and in accordance with the terms of the
arrangement;
    
    the exhibition period of the arrangement has begun and/or the customer
can begin its exploitation, exhibition or sale;
    
    the arrangement fee is fixed or determinable; and
    
    collection of the arrangement fee is reasonably assured.
   Admissions Revenue
    51




---



##### Table of Contents



Licensing Revenue
  Audio Tour Revenue
  (ii) Merchandise and Other Revenue
  (b) Cash and Cash Equivalents
  (c) Certificates of Deposit
  (d) Notes and Accounts Receivable
   52




---



##### Table of Contents



(e) Merchandise Inventory
  (f) Prepaid Expenses and Other Current Assets
  (g) Artifacts
   (h) Salvors lien
  in-specie
   53




---



##### Table of Contents



(i) Property and Equipment
  Exhibitry
    
    5 yearsVehicles
    
    5 yearsTools and equipment
    
    5 yearsComputers and software
    
    3 yearsFurniture and fixtures
    
    5 yearsLeasehold improvements
    
    Shorter of useful life of asset or remaining lease term
  (j) Exhibition Licenses
     
    
    Level 1  Unadjusted quoted prices for identical assets or liabilities in an
active market.
    
    Level 2  Quoted prices in markets that are not active or inputs that are
observable either directly or indirectly for substantially the full term of the
asset or liability. Level 2 inputs include the following:
 a)
    
    Quoted prices for similar assets or liabilities in active markets;b)
    
    Quoted prices for identical or similar assets or liabilities in
non-active markets;c)
    
    Inputs other than quoted market prices that are observable; andd)
    
    Inputs that are derived principally from or corroborated by
observable market data through correlation or other means.
 
    
    Level 3  Prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement. These
valuations, whether derived internally or obtained from a third party, use critical
assumptions that are not widely available to estimate market participant
expectations in valuing the asset or liability.
  54




---



##### Table of Contents



(k) Goodwill
  (l) Income Taxes
   (m) Earnings (Loss) Per Share
  (n) Legal Contingencies
   55




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##### Table of Contents



(o) Leases
  (p) Consolidation
  (q) Other Taxes
  (r) Advertising Costs
  (s) Stock Compensation
  Stock Options.
 Dividend yield
    
    
    0
    %Expected volatility
    
    
    127
    %Risk-free interest rate
    
    
    1.2
    %Expected lives in years
    
    
    7.5
   56




---



##### Table of Contents



Restricted Stock
 Warrants.
 Agreements issued inFiscal 2007
    
    
    Fiscal 2009Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    100
    %
    
    
    120
    %Risk-free interest rate
    
    
    6.0
    %
    
    
    4.2
    %Expected lives in years
    
    
    5.0
    
    
    
    5.0
  (t) 2010 Titanic Expedition Costs
 Note 6. 2010 Expedition to Titanic Wreck Site
 Note 3. Recent Accounting Pronouncements
 Recently Adopted
 Note 2. Summary of Significant Accounting Policies Note 4. Balance Sheet Details
   57




---



##### Table of Contents



Recently Issued
  Note 4. Balance Sheet Details
  February 28,2011
    
    
    2010Cash and cash equivalents:Cash
    
    $
    3,723
    
    
    $
    7,119Money market mutual funds
    
    
    41
    
    
    
    3,220Total
    
    $
    3,764
    
    
    $
    10,339Certificates of deposit and
other investments:Certificates of deposit
    
    $
    801
    
    
    $
    3,294Marketable securities, available-for-sale
    
    
    6
    
    
    
    14Total
    
    $
    807
    
    
    $
    3,308
   58




---



##### Table of Contents



February 28,2011
    
    
    2010Prepaid insurance
    
    $
    4
    
    
    $
    307Prepaid leases
    
    
    247
    
    
    
    917Prepaid advertising
    
    
    123
    
    
    
    Prepaid exhibit build costs
    
    
    510
    
    
    
    229Prepaid other operating costs
    
    
    223
    
    
    
    213Total
    
    $
    1,107
    
    
    $
    1,666
  February 28,2011
    
    
    2010Deposits and advances
    
    $
    48
    
    
    $
    30Other receivables
    
    
    88
    
    
    
    170Total
    
    $
    136
    
    
    $
    200
  February 28,2011
    
    
    2010Exhibitry
    
    $
    15,725
    
    
    $
    13,533Vehicles
    
    
    14
    
    
    
    77Tools and equipment
    
    
    518
    
    
    
    500Office equipment
    
    
    1,600
    
    
    
    1,524Computers and software
    
    
    1,157
    
    
    
    552Leasehold improvements
    
    
    7,855
    
    
    
    7,755Furniture and fixtures
    
    
    1,127
    
    
    
    1,05827,996
    
    
    
    24,999Less accumulated depreciation
    
    
    15,376
    
    
    
    11,454Property & equipment, net
    
    $
    12,620
    
    
    $
    13,545
   59




---



##### Table of Contents



February 28,2011
    
    
    2010Notes receivable
    
    $
    625
    
    
    $
    625Allowance for doubtful accounts
    
    
    425
    
    
    
    46Net notes receivable
    
    $
    200
    
    
    $
    579
   February 28,2011
    
    
    2010Operations
    
    $
    2,334
    
    
    $
    2,186Professional and consulting fees payable
    
    
    475
    
    
    
    477Payroll and payroll taxes
    
    
    178
    
    
    
    338Legal accrual
    
    
    167
    
    
    
    222Sales and use taxes
    
    
    171
    
    
    
    147Exhibit build costs
    
    
    515
    
    
    
    Marketing costs
    
    
    264
    
    
    
    617Merchandise
    
    
    369
    
    
    
    273Rent
    
    
    496
    
    
    
    234Lease abandonment, current portion
    
    
    652
    
    
    
    685Travel and related expenses
    
    
    171
    
    
    
    216Fees and other taxes
    
    
    159
    
    
    
    27Other
    
    
    
    
    
    
    96Total accounts payable and accrued liabilities
    
    $
    5,951
    
    
    $
    5,518
  Note 5. Artifacts
   60




---



##### Table of Contents



Note 6. 2010 Expedition to Titanic Wreck Site
    3D film
    
    $
    1,7193D exhibitry
    
    
    7592D documentary
    
    
    565Gaming application
    
    
    886Expedition web point of presence
    
    
    317Total expedition costs capitalized
    
    
    4,246Less: Accumulated amortization
    
    
    175Accumulated depreciation
    
    
    53Expedition costs capitalized as of February 28, 2011, net
    
    $
    4,018
    61




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62




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##### Table of Contents



Fiscal Year
    
    Amount2012
    
    $
    2042013
    
    
    2042014
    
    
    1492015
    
    
    972016
    
    
    Thereafter
    
    
    Total
    
    $
    654
  Note 7. Stock Repurchase
  Note 8. Goodwill and Other Intangible Assets
 Intangible Assets
  February 28,2011
    
    
    2010Anatomical specimen licenses
    
    $
    6,786
    
    
    
    6,786Carpathia artifacts license
    
    
    912
    
    
    
    912Dialog in the Dark licenses
    
    
    300
    
    
    
    300Playboy licenses
    
    
    850
    
    
    
    2508,848
    
    
    
    8,248Less: Accumulated amortization
    
    
    5,861
    
    
    
    4,979Exhibition licenses, net
    
    $
    2,987
    
    
    
    3,269
 See Note 16. Commitments and Contingent Liabilities
  63




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##### Table of Contents



IntangiblesBalance as of February 28, 2009
    
    $
    7,225Amortization during the year
    
    
    (2,011
    )Impairment charge
    
    
    (1,945
    )Balance as of February 28, 2010
    
    $
    3,269Acquisition of licenses
    
    
    600Amortization during the year
    
    
    (882
    )Balance as of February 28, 2011
    
    $
    2,987
 Goodwill
   64




---



##### Table of Contents



GoodwillBalance as of February 28, 2009
    
    $
    2,567Impairment
    
    
    (2,567
    )Balance as of February 28, 2010
    
    $
    
 Impairment Analysis  Goodwill and Intangible Assets
   Amortization Expense
  Fiscal Year
    
    Amount2012
    
    $
    4462013
    
    
    4212014
    
    
    2762015
    
    
    1972016
    
    
    193Thereafter
    
    
    1,454Total
    
    $
    2,987
 Note 9. Notes Payable and Debt Conversion to Common Stock
   65




---



##### Table of Contents



Note 10. Stock Compensation and Stock Options
 Stock Compensation.
   66




---



##### Table of Contents



For the year ended February 28,2011
    
    
    2010Grant type:Stock options
    
    $
    246
    
    
    $
    142Restricted stock
    
    
    339
    
    
    
    270Warrants
    
    
    31
    
    
    
    39$
    616
    
    
    $
    451
 Stock Options .
 Dividend yield
    
    
    0
    %Expected volatility
    
    
    127
    %Risk-free interest rate
    
    
    1.2
    %Expected lives in years
    
    
    7.5
   February 28, 2011
    
    
    February 28, 2010Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Weighted
    
    
    AggregateAverage
    
    
    Intrinsic
    
    
    
    
    
    
    Average
    
    
    IntrinsicNumber of
    
    
    Exercise
    
    
    Value
    
    
    Number of
    
    
    Exercise
    
    
    ValueOptions
    
    
    Price
    
    
    (000)
    
    
    Options
    
    
    Price
    
    
    (000)Outstanding at beginning
of year
    
    
    2,960,542
    
    
    $
    1.73
    
    
    $
    993
    
    
    
    2,517,177
    
    
    $
    2.17
    
    
    $
    462Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,170,000
    
    
    
    0.69
    
    
    
    Exercised
    
    
    (330,000
    )
    
    
    0.36
    
    
    
    401
    
    
    
    (705,633
    )
    
    
    0.38
    
    
    
    303Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,002
    )
    
    
    1.78
    
    
    
    Outstanding at end of year
    
    
    2,630,542
    
    
    $
    2.22
    
    
    $
    1,275
    
    
    
    2,960,542
    
    
    $
    1.73
    
    
    $
    993Exercisable at end of year
    
    
    1,460,542
    
    
    $
    3.45
    
    
    $
    47
    
    
    
    1,783,879
    
    
    $
    2.85
    
    
    $
    326
  67




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##### Table of Contents



WeightedAverageRemaining
    
    
    AggregateWeighted
    
    
    Contractual
    
    
    IntrinsicAverage
    
    
    Life
    
    
    ValueStock Options Issued Outside of Plans
    
    Options
    
    
    Price
    
    
    (Years)
    
    
    (000)Outstanding at February 28, 2009
    
    
    55,000
    
    
    $
    3.25
    
    
    
    9.00
    
    
    $
    Outstanding at February 28, 2010
    
    
    55,000
    
    
    $
    3.25
    
    
    
    8.00
    
    
    $
    Outstanding at February 28, 2011
    
    
    55,000
    
    
    $
    3.25
    
    
    
    7.00
    
    
    $
    
  Options Outstanding
    
    
    Options ExercisableWeightedOptions
    
    
    Average
    
    
    
    
    
    
    OptionsOutstanding
    
    
    Remaining
    
    
    Weighted-
    
    
    Exercisable
    
    
    Weighted-at
    
    
    Contractual
    
    
    Average
    
    
    at
    
    
    AverageFebruary 28,
    
    
    Life
    
    
    Exercise
    
    
    February 28,
    
    
    ExerciseRange of Exercise Prices
    
    2011
    
    
    (Years)
    
    
    Price
    
    
    2011
    
    
    Price$ .28 to $ .50
    
    
    25,800
    
    
    
    2.79
    
    
    $
    0.32
    
    
    
    25,800
    
    
    $
    0.32$ .51 to $1.00
    
    
    1,179,710
    
    
    
    8.51
    
    
    
    0.69
    
    
    
    9,710
    
    
    
    0.85$1.01 to $2.00
    
    
    53,334
    
    
    
    4.23
    
    
    
    1.76
    
    
    
    53,334
    
    
    
    1.76$2.01 to $3.00
    
    
    281,666
    
    
    
    4.55
    
    
    
    2.15
    
    
    
    281,666
    
    
    
    2.15$3.01 to $4.00
    
    
    679,167
    
    
    
    4.93
    
    
    
    3.70
    
    
    
    679,167
    
    
    
    3.70$4.01 to $9.93
    
    
    410,865
    
    
    
    5.15
    
    
    
    4.41
    
    
    
    410,865
    
    
    
    4.412,630,542
    
    
    
    6.49
    
    
    $
    2.22
    
    
    
    1,460,542
    
    
    $
    3.45
  Restricted Stock Activity.
  68




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##### Table of Contents



WeightedAverage
    
    
    AggregateWeighted
    
    
    Contractual
    
    
    IntrinicAverage
    
    
    Life
    
    
    ValueRestricted Stock Issued Within Plan
    
    Shares
    
    
    Price
    
    
    (Years)
    
    
    (000)Non-vested at February 28, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Granted
    
    
    327,786
    
    
    
    0.95
    
    
    
    0.35
    
    
    
    Forfeited or expired
    
    
    (47,190
    )
    
    
    0.73
    
    
    
    
    
    
    
    Vested
    
    
    (144,596
    )
    
    
    0.73
    
    
    
    
    
    
    
    Non-vested at February 28, 2010
    
    
    136,000
    
    
    
    1.25
    
    
    
    0.84
    
    
    
    1Granted
    
    
    312,063
    
    
    
    1.86
    
    
    
    1.42
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    (136,000
    )
    
    
    1.25
    
    
    
    
    
    
    
    Non-vested at end of year
    
    
    312,063
    
    
    $
    1.86
    
    
    
    1.42
    
    
    $
    
  WeightedAverageRemaining
    
    
    AggregateWeighted
    
    
    Contractual
    
    
    IntrinsicAverage
    
    
    Life
    
    
    ValueRestricted Stock Issued Outside of Plan
    
    Shares
    
    
    Price
    
    
    (Years)
    
    
    (000)Non-vested at February 28, 2009
    
    
    46,667
    
    
    
    4.78
    
    
    
    2.00
    
    
    
    Granted
    
    
    90,000
    
    
    
    1.40
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    (51,667
    )
    
    
    4.75
    
    
    
    
    
    
    
    Non-vested at February 28, 2010
    
    
    85,000
    
    
    $
    1.22
    
    
    
    2.09
    
    
    $
    36Granted
    
    
    135,000
    
    
    
    1.44
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (25,000
    )
    
    
    0.65
    
    
    
    
    
    
    
    Vested
    
    
    (75,000
    )
    
    
    1.12
    
    
    
    
    
    
    
    Non-vested at February 28, 2011
    
    
    120,000
    
    
    $
    1.57
    
    
    
    1.94
    
    
    $
    6
  Warrants :
  69




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##### Table of Contents



Warrants Outstanding
    
    
    Warrants ExercisableWeightedWarrants
    
    
    
    
    
    
    Average
    
    
    WarrantsOutstanding
    
    
    Weighted-
    
    
    Remaining
    
    
    Exercisable
    
    
    Weighted-at
    
    
    Average
    
    
    Cotractual
    
    
    at
    
    
    AverageFebruary 28,
    
    
    Exercise
    
    
    Life
    
    
    February 28,
    
    
    ExerciseRange of Exercise Prices
    
    2011
    
    
    Price
    
    
    (Years)
    
    
    2011
    
    
    Price$3.01 to $4.00
    
    
    50,000
    
    
    
    3.98
    
    
    
    0.15
    
    
    
    40,000
    
    
    
    3.98$4.01 to $5.00
    
    
    60,000
    
    
    
    4.57
    
    
    
    2.04
    
    
    
    60,000
    
    
    
    4.57110,000
    
    
    $
    4.30
    
    
    
    1.18
    
    
    
    100,000
    
    
    $
    4.33
 A summary of warrants issued and changes during fiscal 2011 and 2010 is presented
below:
 February 28, 2011
    
    
    February 28, 2010Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageNumber of
    
    
    Exercise
    
    
    Number of
    
    
    ExerciseWarrants
    
    
    Price
    
    
    Warrants
    
    
    PriceOutstanding at beginning
of year
    
    
    1,316,417
    
    
    $
    2.56
    
    
    
    1,556,417
    
    
    $
    3.39Forfeited or expired
    
    
    (1,206,417
    )
    
    
    2.40
    
    
    
    (240,000
    )
    
    
    4.57Outstanding at end of year
    
    
    110,000
    
    
    $
    4.30
    
    
    
    1,316,417
    
    
    $
    2.56Exercisable at end of year
    
    
    100,000
    
    
    $
    4.33
    
    
    
    1,296,417
    
    
    $
    2.53
   Agreements issued inFiscal 2007
    
    
    Fiscal 2009Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    100
    %
    
    
    120
    %Risk-free interest rate
    
    
    6.0
    %
    
    
    4.2
    %Expected lives in years
    
    
    5.0
    
    
    
    5.0
   70




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##### Table of Contents



Note 11. Lease Abandonment
   Note 12. Post Employment Benefits
  Note 13. Income Taxes
  February 28,2011
    
    
    2010Current income tax (benefit) expense:Federal
    
    $
    (1,299
    )
    
    $
    (3,537
    )State
    
    
    (196
    )
    
    
    90Foreign
    
    
    270
    
    
    
    Total current income tax benefit
    
    
    (1,225
    )
    
    
    (3,447
    )Deferred income tax expense:Federal
    
    
    928
    
    
    
    2,595State
    
    
    
    
    
    
    500Total deferred income tax expense
    
    
    928
    
    
    
    3,095Total Income tax benefit
    
    $
    (297
    )
    
    $
    (352
    )
  71




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##### Table of Contents



February 28,2011
    
    
    2010Statutory federal income tax rate
    
    
    34.0
    %
    
    
    34.0
    %State taxes, net of federal tax
benefit
    
    
    1.3
    
    
    
    1.1Nondeductible expenses
    
    
    (0.5
    )
    
    
    (4.1
    )Adjustments of prior year amounts
    
    
    0.7
    
    
    
    0.7Uncertain tax matters
    
    
    2.3
    
    
    
    Change in valuation allowance
    
    
    (32.5
    )
    
    
    (29.4
    )Foreign taxes, net of federal benefit
    
    
    (2.3
    )
    
    
    Other
    
    
    (0.7
    )
    
    
    (0.5
    )2.3
    %
    
    
    1.8
    %
  February 28,2010
    
    
    2009Current deferred assets (liabilities):Accrued expenses
    
    $
    2,027
    
    
    $
    2,515Accounts receivable
    
    
    389
    
    
    
    264Inventory
    
    
    44
    
    
    
    131Other
    
    
    6
    
    
    
    3Prepaid insurance
    
    
    (2
    )
    
    
    (117
    )Current deferred tax assets
    
    
    2,464
    
    
    
    2,796Less: valuation allowance
    
    
    (2,289
    )
    
    
    (2,796
    )Net current tax asset
    
    $
    175
    
    
    $
    Noncurrent deferred tax assets (liabilities):Equity compensation
    
    $
    2,136
    
    
    $
    2,036Foreign net operating loss carryforward
    
    
    754
    
    
    
    Federal net operating loss carryforward
    
    
    3,616
    
    
    
    612State net operating loss carryforward
    
    
    608
    
    
    
    545Uncertain tax positions temporary differences
    
    
    
    
    
    
    970Contribution carryforwards
    
    
    94
    
    
    
    19Intangible assets
    
    
    679
    
    
    
    775Federal tax credits
    
    
    752
    
    
    
    612Fixed assets
    
    
    (794
    )
    
    
    (1,452
    )Noncurrent deferred tax assets
    
    
    7,845
    
    
    
    4,117Less: valuation allowance
    
    
    (8,020
    )
    
    
    (3,190
    )Net noncurrent deferred tax assets
(liabilities)
    
    
    (175
    )
    
    
    927Net deferred tax assets
    
    $
    
    
    
    $
    927
  72




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##### Table of Contents



Unrecognized tax benefits at February 28, 2010
    
    $
    1,214Decreases as a result of settlement with taxing authorities
    
    
    (1,214
    )Unrecognized income tax benefit at February 28, 2011
    
    $
    
 Note 14. Income (Loss) Per Share
   73




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##### Table of Contents



Year Ended February 28,2011
    
    
    2010Numerator:Net loss attributable to shareholders
    
    $
    (12,472
    )
    
    $
    (19,997
    )Denominator:Basic weighted-average shares outstanding
    
    
    46,943,269
    
    
    
    36,841,296Effect of dilutive stock options and
warrants
    
    
    
    
    
    
    Diluted weighted-average shares outstanding
    
    
    46,943,269
    
    
    
    36,841,296Net loss per share:Basic
    
    $
    (0.27
    )
    
    $
    (0.54
    )Diluted
    
    $
    (0.27
    )
    
    $
    (0.54
    )
  Year Ended February 28,2011
    
    
    2010Warrants
    
    
    110,000
    
    
    
    1,556,417Stock options
    
    
    1,480,032
    
    
    
    1,480,032Total
    
    
    1,590,032
    
    
    
    3,036,449
 Note 15. Employee Savings Plans
  Note 16. Commitments and Contingencies
 Lease Arrangements
 Specimens
   74




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##### Table of Contents



Equipment
  Principal Executive Offices
  Warehouse Space for Artifacts and Other Exhibitry
  Luxor Hotel and Casino  Las Vegas, Nevada
 Note 11. Lease Abandonment
 Atlantic Station  Atlanta, Georgia
  Seaport  New York City, New York
   75




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##### Table of Contents



Touring Exhibitions
  License Agreements
  Lease Expense and Commitments
  Year Ended February 28,2011
    
    
    2010Specimen fixed rentals
    
    $
    5,600
    
    
    $
    6,634Real estate fixed rentals
    
    
    5,736
    
    
    
    5,690Equipment rentals
    
    
    50
    
    
    
    20Total rent expense
    
    $
    11,386
    
    
    $
    12,344
 Note 8. Goodwill and Other Intangible
Assets
  76




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##### Table of Contents



Fiscal Year
    
    Amount2012
    
    $
    7,8032013
    
    
    5,1392014
    
    
    3,7852015
    
    
    3,7822016
    
    
    3,601Thereafter
    
    
    10,500Total
    
    $
    34,610
    ***
 ***
    
    Amounts have been reduced by sublease rental income of $210 thousand, $360 thousand and
$150 thousand for fiscal years 2012, 2013, and 2014, respectively. Legal Proceedings
  Concentrations
    Note 17. Related Party Transactions
 Consulting Agreements
   77




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##### Table of Contents



License Agreements
  Financing Transaction
  Note 18. Non-controlling Interest
     78




---



##### Table of Contents



Note 19. Restructuring Activities
 2011 Expense and Staff Reductions
  Restructuring charges:Employee severance and termination benefits
    
    $
    104Payments applied against reserve
    
    
    (62
    )Balance as of February 28, 2011
    
    $
    42
 Note 20. Litigation and Other Legal Matters
 Status of Salvor-in-Possession and Interim Salvage Award Proceedings
 R.M.S. Titanic, Inc. v. The Wrecked and
Abandoned Vessel, et al., in rem
    amicus curiae in specie in specie in specie
  79




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##### Table of Contents



in specie
 in-specie in-specie in-specie
 in-specie
 Status of International Treaty Concerning the Titanic Wreck
     80




---



##### Table of Contents



Other Litigation
  RMS Titanic,
Inc. v Citywest Productions and H.S.S. Trading as the Mansfield Group,
  Proposed Legislation and Government Inquiries
      81




---



##### Table of Contents



Settled Litigation
 Stefano Arts v. Premier Exhibitions,
Inc., et al.,
    Note 21. Foreign Operations
   Foreign currency translation gain (loss):Balance as of February 28, 2009
    
    $
    (331
    )Translation adjustment
    
    
    18Balance as of February 28, 2010
    
    $
    (313
    )Translation adjustment
    
    
    (134
    )Balance as of February 28, 2011
    
    $
    (447
    )
  82




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##### Table of Contents



Note 22. Subsequent Events
     
    
    issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive
additional shares of common stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for the shares
of common stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the
initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly
related to our business or the market for the common stock; or
    
    enters into any agreement, including, but not limited to, an equity
line of credit, whereby it may sell securities at a future determined
price.
   83




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
    
 ITEM 9B.
    
    OTHER INFORMATION
   84




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  www.prxi.com
 
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Securities Authorized for Issuance under Equity Compensation Plans as of February 28, 2011
 Number of SecuritiesNumber of Securities to
    
    
    Weighted-Average
    
    
    Remaining Available forbe Issued Upon Exercise
    
    
    Exercise Price of
    
    
    Future Issuance Underof Outstanding Options,
    
    
    Outstanding Options,
    
    
    Equity CompensationRestricted Stock Units
    
    
    Restricted Stock Units
    
    
    Plans (Excluding SecuritiesPlan Category
    
    and Warrants (1)
    
    
    and Warrants
    
    
    Reflected in Column (a)) (2)(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    2,942,605
    
    
    $
    2.18
    
    
    
    989,029Equity compensation plans not approved by security
holders (3)
    
    
    285,000
    
    
    $
    2.13
    
    
    
    N/ATotal
    
    
    3,227,605
    
    
    $
    2.18
    
    
    
    989,029
 
 (1)
    
    Column (a) represents the number of shares of our common stock that may be
issued in connection with the exercise or conversion of 1,460,542 outstanding stock options granted
under our Amended and Restated 2004 Stock Option Plan (the 2004 Plan) and 1,482,063 outstanding
stock options and restricted stock units granted under the 2009 Equity Incentive Plan (the 2009
Plan).(2)
    
    Column (c) shares that may be issued under our 2009 Plan.(3)
    
    Represents 55,000 outstanding stock option awards and 120,000 restricted stock
grants made to employees outside pursuant to individual employment agreements and 110,000 warrants
to promoters and licensors outside of our 2000 Plan and 2004 Plan.  85




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   86




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a) Financial Statements.
  PageReport of Independent Registered Public Accounting Firm
    
    
    45Consolidated Balance Sheets at February 28, 2011 and February 28, 2010
    
    
    46Consolidated Statements of Operations for the years ended February 28, 2011 and 2010
    
    
    47Consolidated Statements of Cash Flow for the years ended February 28, 2011 and 2010
    
    
    48Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for
the years ended
February 28, 2011 and 2010
    
    
    49Notes to Consolidated Financial Statements
    
    
    50
  87




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##### Table of Contents



Schedule II
 Valuation and Qualifying Accounts
For the Years Ended February, 28, 2011 and 2010
(in thousands)
 AdditionsBalance at
    
    
    Charged to
    
    
    Charged
    
    
    Deductions
    
    
    Balance atbeginning
    
    
    costs and
    
    
    to other
    
    
    charged to
    
    
    end ofof period
    
    
    expenses
    
    
    accounts
    
    
    reserve
    
    
    periodYear ended February 28, 2011Allowance for doubtful accounts  accounts
receivable
    
    $
    697
    
    
    $
    530
    
    
    $
    
    
    
    $
    183
    
    
    $
    1,044Allowance for doubtful accounts  notes receivable
    
    $
    46
    
    
    $
    299
    
    
    $
    80
    
    
    $
    
    
    
    $
    425Year ended February 28, 2010Allowance for doubtful accounts  accounts
receivable
    
    $
    1,193
    
    
    $
    1,791
    
    
    $
    
    
    
    $
    2,287
    
    
    $
    697Allowance for doubtful accounts  notes receivable
    
    $
    
    
    
    $
    46
    
    
    $
    
    
    
    $
    
    
    
    $
    46
 (b) See Index to Exhibits.
  88




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##### Table of Contents



SIGNATURES
  Premier Exhibitions, Inc.By:
    
    /s/ Christopher J. Davino
    
    Dated: May 24, 2011Christopher J. DavinoPresident and Chief Executive Officer
  /s/ Christopher J. Davino

Christopher J. Davino
    
    May 24, 2011President, Chief Executive Officer and Director(Principal Executive Officer)/s/ Samuel S. Weiser
    
    May 24, 2011Samuel S. Weiser, Interim Chief Financial Officer
and Director
(Interim Principal Financial Officer)/s/ William M. Adams

William M. Adams, Director
    
    May 24, 2011/s/ Doug BankerDoug Banker, Director
    
    May 24, 2011/s/ Ronald C. BernardRonald C. Bernard, Director
    
    May 24, 2011/s/ Stephen W. PalleyStephen W. Palley, Director
    
    May 24, 2011/s/ Mark A. Sellers, IIIMark A. Sellers, III
    
    May 24, 2011Chairman of the Board of Directors/s/ Bruce D. Steinberg

Bruce D. Steinberg, Director
    
    May 24, 2011
  89




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    
    Filing Date3.1
    
    
    Articles of Incorporation (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    3.1
    
    
    
    10-20-043.2
    
    
    Amendment to Articles of Incorporation
    
    
    
    SB-2
    
    
    3.2
    
    
    
    01-05-063.3
    
    
    Second Amendment to Articles of Incorporation
    
    
    
    S-8
    
    
    4.3
    
    
    
    08-17-093.4
    
    
    Amended and Restated Bylaws, dated February 25, 2011
    
    
    
    8-K
    
    
    3.1
    
    
    
    03-01-114.1
    
    
    Form of Common Stock Certificate (Commission File Number 000-24452)
    
    
    
    8-K/A
    
    
    4.1
    
    
    
    11-01-0410.1
    
    
    Form of Exhibition Tour Agreement between the Company and Dr. Hong-Jin
Sui and Dr. Shuyan Wang President of Dalian Hoffen Bio Technique Company
Limited
    
    
    
    10-K
    
    
    10.29
    
    
    
    06-01-0610.2
    
    
    Option Agreement, dated February 28, 2007, between the Company and
Seaventures, Ltd.
    
    
    
    8-K
    
    
    99.2
    
    
    
    03-02-0710.3
    
    
    Purchase and Sale Agreement, dated February 28, 2007, between the
Company and Seaventures, Ltd.
    
    
    
    8-K
    
    
    99.1
    
    
    
    03-02-0710.4
    
    
    Loan Agreement, dated October 4, 2007, by and between the Company and
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.2
    
    
    
    01-09-0810.5
    
    
    Promissory Note, dated October 4, 2007, made by Company in favor of Bank
of America, N.A.
    
    
    
    10-Q
    
    
    10.3
    
    
    
    01-09-0810.6
    
    
    Pledge Agreement, dated October 4, 2007, made by Company in favor of
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.4
    
    
    
    01-09-0810.7
    
    
    Security Agreement, dated October 4, 2007, made by Company in favor of
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.5
    
    
    
    01-09-0810.8
    
    
    Memorandum Opinion and Order of the United States District Court of the
Eastern District of Virginia, Norfolk Division, issued on October 16,
2007
    
    
    
    8-K
    
    
    99.2
    
    
    
    10-30-0710.9
    
    
    License Agreement, dated March 13, 2008, between the Company and Sports
Immortals, Inc.
    
    
    
    10-K
    
    
    10.23
    
    
    
    05-07-0810.10
    
    
    Lease Agreement, dated March 12, 2008, between the Company and Ramparts,
Inc.
    
    
    
    10-K
    
    
    10.24
    
    
    
    05-07-0810.11
    
    
    First Amendment, dated September 26, 2008, to Loan Agreement between
Bank of America, N.A. and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    09-30-0810.12
    
    
    Renewal Promissory Note of $25,000,000, dated September 26, 2008, made
in favor of Bank of America by the Company
    
    
    
    8-K
    
    
    99.2
    
    
    
    09-30-0810.13
    
    
    Premier Exhibitions/Live Nations Agreement, dated November 28, 2007, by
and between the Company, Live Nation, Inc. and JAM Exhibitions, LLC
    
    
    
    8-K
    
    
    99.2
    
    
    
    12-04-0810.14
    
    
    First Amendment to Premier Exhibitions/Live Nation Agreement, dated
November 29, 2008, by and among JAM Exhibitions, LLC, Soon To Be Named
Corporation, as successor in interest to Live Nation, Inc., and the
Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    12-04-0810.15
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Douglas Banker
    
    
    
    8-K
    
    
    99.1
    
    
    
    12-19-08
  90




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Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    
    Filing Date10.16
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and N. Nick Cretan
    
    
    
    8-K
    
    
    99.2
    
    
    
    12-19-0810.17
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Alan Reed
    
    
    
    8-K
    
    
    99.3
    
    
    
    12-19-0810.18
    
    
    Asset Purchase Agreement, dated December 29, 2008, between Premier
Merchandising, LLC and Dreamer Media, LLC
    
    
    
    8-K
    
    
    99.1
    
    
    
    01-05-0910.19
    
    
    Promissory Note, dated December 29, 2008, between Dreamer Media, LLC, as
maker, and Premier Merchandising, LLC, as payee
    
    
    
    8-K
    
    
    99.2
    
    
    
    01-05-0910.20
    
    
    Amended and Restated Employment Agreement, dated January 9, 2009,
between Kelli L. Kellar and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    01-07-0910.21
    
    
    Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.1
    
    
    
    10-20-0410.22
    
    
    Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.2
    
    
    
    10-20-0410.23
    
    
    Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option Plan
    
    
    
    Proxy
    
    App. A
    
    
    06-28-0610.24
    
    
    Employment Agreement, effective as of January 28, 2009, between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    
    04-24-0910.25
    
    
    Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan
    
    
    
    8-K
    
    
    10.1
    
    
    
    04-29-0910.26
    
    
    Form of 2009 Non-Employee Director Restricted Stock Unit Grant Notice
Under the Amended and Restated Premier Exhibitions, Inc. 2007 Restricted
Stock Plan
    
    
    
    8-K
    
    
    10.2
    
    
    
    04-29-0910.27
    
    
    Amendment to Exhibitions Rights Agreement (Europe) and Premier
Exhibitions / Live Nation Agreement, dated April 1, 2009, by and among
S2BN, f/k/a Soon To Be Named Corporation, the Company and JAM
Exhibitions, LLC
    
    
    
    10-K
    
    
    10.41
    
    
    
    05-27-0910.28
    
    
    Convertible Note Purchase Agreement, dated May 6, 2009, by and between
Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.1
    
    
    
    05-13-0910.29
    
    
    Letter Agreement dated May 6, 2009, by and between Premier Exhibitions,
Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.2
    
    
    
    05-13-0910.30
    
    
    Form of Convertible Note issued by Premier Exhibitions, Inc. to Sellers
Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.3
    
    
    
    05-13-0910.31
    
    
    Form of Warrant issued by Premier Exhibitions, Inc. to Sellers Capital
Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    
    05-13-0910.32
    
    
    Form of Registration Rights Agreement by and between Premier
Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    
    05-13-0910.33
    #
    
    Consulting Agreement, dated February 2, 2009, by and among Premier
Exhibitions, Inc., Foxdale Management, LLC and Samuel S. Weiser
    
    
    
    10-Q
    
    
    10.6
    
    
    
    07-10-0910.34
    #
    
    Premier Exhibitions, Inc. 2009 Equity Incentive Plan
    
    
    
    S-8
    
    
    10.1
    
    
    
    08-17-09
  91




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    
    Filing Date10.35
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Nonqualified Stock Option Agreement
    
    
    
    S-8
    
    
    10.2
    
    
    
    08-17-0910.36
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted
Shares Agreement
    
    
    
    S-8
    
    
    10.3
    
    
    
    08-17-0910.37
    #
    
    Employment Agreement, dated September 3, 2009, by and between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    
    09-08-0910.38
    #
    
    Nonqualified Stock Option Agreement, dated September 3, 2009, by and
between the Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.2
    
    
    
    09-08-0910.39
    #
    
    Letter Agreement, entered into as of September 25, 2009, by and between
the Company and S2BN Entertainment Corporation
    
    
    
    8-K
    
    
    10.1
    
    
    
    10-01-0910.40
    #
    
    Employment Agreement, dated June 2009, by and between the Company and
John A. Stone
    
    
    
    10-Q
    
    
    10.6
    
    
    
    10.13.0910.41
    #
    
    Restricted Shares Agreement, dated August 6, 2009, by and between the
Company and John A. Stone
    
    
    
    10-Q
    
    
    10.7
    
    
    
    10-13-0910.42
    #
    
    Consulting Agreement, dated October 8, 2009, by and between the Company
and Douglas Banker
    
    
    
    10-Q
    
    
    10.8
    
    
    
    10-13-0910.43
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Non-Employee Director Restricted Stock Unit Grant Notice
    
    
    
    10-K
    
    
    10.46
    
    
    
    05-14-1010.44
    #
    
    Employment Agreement, dated May 11, 2010, by and between the Company and
Kris Hart
    
    
    
    8-K
    
    
    10.1
    
    
    
    05-13-1010.45
    #
    
    Amended Employment Agreement, dated May 11, 2010, by and between the
Company and Robert A. Brandon
    
    
    
    8-K
    
    
    10.2
    
    
    
    05-13-1010.46
    
    
    Optical Services Agreement between RMS Titanic, Inc. and Woods Hole
Oceanographic Institution, dated July 30, 2010
    
    
    
    8-K
    
    
    10.1
    
    
    
    08-05-1010.47
    
    
    Charter Agreement between RMS Titanic, Inc. and Hays Ships Limited,
dated August 19, 2010
    
    
    
    8-K
    
    
    10.1
    
    
    
    08-25-1010.48
    #
    
    Premier Exhibitions, Inc. Annual Incentive Plan
    
    
    
    8-K
    
    
    10.1
    
    
    
    11-23-1010.49
    #
    
    Separation and Release Agreement, dated January 19, 2011, by and between
Premier Exhibitions, Inc. and John A. Stone
    
    
    
    8-K
    
    
    10.1
    
    
    
    01-25-1110.50
    
    
    Purchase Agreement dated May 20, 2011, by and between Premier
Exhibitions, Inc. and Lincoln Park Capital Fund, LLC
    
    
    
    8-K
    
    
    10.1
    
    
    
    05-24-1110.51
    
    
    Registration Rights Agreement dated May 20, 2011, by and between Premier
Exhibitions, Inc. and Lincoln Park Capital Fund, LLC
    
    
    
    8-K
    
    
    10.2
    
    
    
    05-24-1110.52
    
    
    Form of Common Stock Purchase Warrant, by and between Premier
Exhibitions, Inc. and Lincoln Park Capital Fund, LLC
    
    
    
    8-K
    
    
    10.3
    
    
    
    05-24-1114.1
    
    
    Premier Exhibitions, Inc. Code of Ethics
    
    
    
    10-K
    
    
    14.1
    
    
    
    05-14-1021.1
    
    
    Subsidiaries of the Company
    
    X
  92




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Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    
    Filing Date23.1
    
    
    Consent of Cherry, Bekaert & Holland, L.L.P.
    
    X31.1
    
    
    Certification of President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    X31.2
    
    

Certification of Interim Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    X32.1
    
    
    Certification of President
and Chief Executive Officer, and Interim Chief Financial Officer, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
    
    X
 
 #
    
    Management contract or compensatory plan or arrangement.
    
    The Company has requested confidential treatment of certain
information contained in this Exhibit. Such information has been
filed separately with the Securities and Exchange Commission pursuant
to an application by the Company for confidential treatment under 17
C.F.R. §200.80(b)(4) and §240.24b-2.  93