##### 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, 2010
 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 þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ




---



##### 



FORWARD-LOOKING STATEMENTS
    
    
    1Part I
    
    
    1ITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    6ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    10ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    11ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    14EXECUTIVE OFFICERS
    
    
    14Part II
    
    
    15ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    15ITEM 6. SELECTED FINANCIAL DATA
    
    
    17ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    30ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    31ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    61ITEM 9A. CONTROLS AND PROCEDURES
    
    
    61ITEM 9B. OTHER INFORMATION
    
    
    63Part III
    
    
    63ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    63ITEM 11. EXECUTIVE COMPENSATION
    
    
    63ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    63ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    64ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    64Part IV
    
    
    64ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    64Exhibit 10.46Exhibit 14.1Exhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 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 volume growth,
share of sales 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 join 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
  
    
    Titanic: The Artifact Exhibition, Titanic Aquatic, and Titanic:
Treasures from the Deep (seven exhibitions)
 
    
    Bodies...The Exhibition, and Bodies Revealed (thirteen exhibitions)
 
    
    Dialog in the Dark; (one exhibition)
    1




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
    
    Restructuring the business  First, management executed a reduction-in-force to align
the human resources properly against the business. Then management began to
rationalize the number of Bodies shows touring, reducing touring capacity from 16 to 13,
and also negotiated the early termination of the Star Trek exhibition, three touring
shows. Dialog in the Dark was scaled back to only one show installed long-term in
Atlanta. These touring capacity adjustments were made to eliminate unprofitable shows,
and bring capacity in line with the Companys ability to keep shows touring profitably.
 
    
    Raising capital  After an exhaustive process to identify potential sources of
capital, the Company issued convertible bonds worth $12 million in order to properly
capitalize the business.
 
    
    Repairing or severing ties with key trading partners  Management also worked to mend
or end relationships with trade partners that had become strained under the prior
management. To begin with, the Company changed advertising agencies to achieve greater
media buying leverage and cost effectiveness as advertising is a significant operating
cost. Key relationships with museums and independent promoters required attention as
did relationships with members of the Maritime community surrounding the Titanic.
Ending some relationships required capital and significant working capital was also
required to return the Company to trading terms with its vendors.
   
    
    $10.5 million to exit portions of the business that were unprofitable, including The
Universe Within, Star Trek and additional space at the Luxor Hotel and Casino.
 
    
    $5.8 million in costs of litigation, legal fees, settlement costs, as well as tax and
consulting fees to terminate unprofitable agreements, settle disputes and bring the
company into compliance in certain respects.
 
    
    $2.5 million in license fees related to content that does not have future
utility, and
 
    
    $1.8 million in bad debt, mostly related to our taking complete control of the NYC
Bodies exhibition.
  2




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




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Science, Archaeology and Conservation Related to the Titanic and Titanic Artifacts
  Bodies...The Exhibition and Bodies Revealed
    Dialog in the Dark
   4




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Other Exhibitions
  Merchandising
  Information Regarding Exhibitions Outside the United States
  Competition
  Titanic: The Artifact Exhibition
  Bodies...The Exhibition and Bodies Revealed
  Dialog in the Dark
   5




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##### Table of Contents



Merchandising
  Environmental Matters
  Employees
  Available Information
    
 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 Board of Directors and management team have recently changed, and our failure to
successfully adapt to these changes, a failure by our new management team to successfully manage
our operations, and/or our inability to fill vacant key management positions may adversely affect
our business.
    6




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The current economic slowdown and disruptions in the financial markets may have a negative
impact on our revenues and make it difficult for us to obtain financing to operate our business.
   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.
  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.
   7




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Events harming our reputation could adversely affect our business prospects, financial results
and stock price.
  We are dependent upon our ability to lease exhibition venues. If we are unable to lease
exhibition venues on acceptable terms, our results of operations could be adversely affected.
  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.
  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.
  Our exhibitions are becoming subject to increasing competition that could negatively impact
our operating results and financial condition.
 Titanic exhibitions
  8




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##### Table of Contents



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; and
 
    
    political and economic instability.
  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.
   9




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Our business may be harmed as a result of litigation.
  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.
    We may have a risk of collection of our revenue from exhibitions presented by third parties.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
   10




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ITEM 2. PROPERTIES
 Principal Executive Offices
  Warehouse Space for Artifacts and Other Exhibitry
  Luxor Hotel and Casino Lease
  Atlantic Station
  
 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
    11




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amicus curiae in specie in specie in specie
 in specie
   Status of International Treaty Concerning the Titanic Wreck
    12




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Other Litigation
    Settled Litigation
  Proposed Legislation and Government Inquiries
    13




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    
    Position (s)Christopher J. Davino
    
    
    44
    
    
    President and Chief Executive Officer, DirectorJohn A. Stone
    
    
    43
    
    
    Chief Financial OfficerRobert A. Brandon
    
    
    59
    
    
    General Counsel,  Vice President of Business Affairs and SecretaryM. Kris Hart
    
    
    44
    
    
    Vice President and Chief Marketing Officer
 Christopher J. Davino, President, Chief Executive Officer and Director
  John A. Stone, Chief Financial Officer
  Robert A. Brandon, General Counsel, Vice President of Business Affairs and Secretary
   14




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M. Kris Hart, Vice President and Chief Marketing Officer
  
 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 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
    
    
    
    0.42Fiscal 2009Fourth Quarter ended February 28, 2009
    
    $
    1.79
    
    
    $
    0.77Third Quarter ended November 30, 2008
    
    
    3.69
    
    
    
    0.56Second Quarter ended August 31, 2008
    
    
    5.25
    
    
    
    2.55First Quarter ended May 31, 2008
    
    
    7.35
    
    
    
    4.34
  Convertible Notes
   15




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Holders
  Dividends
   16




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ITEM 6. SELECTED FINANCIAL DATA
  Year Ended February 28 (29),2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(in thousands, except per share data and ratios)Operating ResultsRevenue
    
    $
    43,428
    
    
    $
    53,893
    
    
    $
    61,454
    
    
    $
    30,087
    
    
    $
    13,041Total operating expenses
    
    $
    63,527
    
    
    $
    67,903
    
    
    $
    43,468
    
    
    $
    17,928
    
    
    $
    10,468Income (loss) from operations
    
    $
    (20,099
    )
    
    $
    (14,010
    )
    
    $
    17,986
    
    
    $
    12,159
    
    
    $
    2,573Net income (loss)
    
    $
    (19,997
    )
    
    $
    (10,022
    )
    
    $
    12,309
    
    
    $
    7,421
    
    
    $
    5,283Cash flows (used) provided by
operations
    
    $
    (2,804
    )
    
    $
    1,517
    
    
    $
    17,142
    
    
    $
    11,476
    
    
    $
    2,130Common Stock DataDiluted (loss) income per common
share
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.37
    
    
    $
    0.24
    
    
    $
    0.19Diluted average shares outstanding
    
    
    36,841
    
    
    
    29,214
    
    
    
    33,379
    
    
    
    31,047
    
    
    
    28,230Financial PositionCash, Certificates of Deposits
and other investments
    
    $
    13,647
    
    
    $
    5,962
    
    
    $
    17,481
    
    
    $
    16,811
    
    
    $
    4,699Working capital
    
    $
    14,909
    
    
    $
    7,312
    
    
    $
    23,979
    
    
    $
    22,684
    
    
    $
    7,054Total assets
    
    $
    43,751
    
    
    $
    53,775
    
    
    $
    50,661
    
    
    $
    34,886
    
    
    $
    22,363Total debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,350Shareholders equity
    
    $
    31,648
    
    
    $
    38,557
    
    
    $
    47,096
    
    
    $
    32,900
    
    
    $
    19,675Capital expenditures
    
    $
    1,790
    
    
    $
    11,612
    
    
    $
    5,250
    
    
    $
    2,357
    
    
    $
    1,774Financial RatiosCurrent ratio
    
    
    3.06
    
    
    
    1.52
    
    
    
    7.73
    
    
    
    12.42
    
    
    
    3.62
 
 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.
  17




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Overview
   
    
    critically assessed markets and venues,
 
    
    reorganized internally, including a reduction in workforce,
 
    
    adopted a program to effectively analyze venue profitability potential before
committing capital,
 
    
    booked a more complete advance calendar of exhibition,
 
    
    improved internal processes to improve efficiency,
 
    
    improved third-party relationships,
 
    
    better aligned our cost structure with revenue,
 
    
    raised $12 million in capital,
 
    
    conserved working capital, and
 
    
    terminated, renegotiated or began renegotiation of unprofitable licensed
agreements.
 Key Exhibitions
 Titanic: The Artifact Exhibition and Titanic Aquatic
   18




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Bodies...The Exhibition and Bodies Revealed
  Dialog in the Dark
  Discontinued Exhibitions
 Our Body: The Universe Within
  Star Trek
  Sports Immortals
  Co-Promotion Agreements
 Overview
   19




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Summary of Europe Agreement
  Summary of Original International Agreement
   Assignment of Europe Agreement and Original International Agreement
  Summary of First Amendment
     20




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##### Table of Contents



Summary of Europe Amendment
      JAM Settlement
  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 remaining two options for S2BN to jointly present additional exhibitions with us
are exercisable at the unilateral discretion of S2BN, and the moneys owed by S2BN for
the exercise of any such options will be allocated and paid in enumerated installments
as the applicable exhibitions occur.
  21




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
    
    S2BN has an additional six months, until May 31, 2010 and May 31, 2011, respectively,
to exercise each of its remaining two options.
 
    
    If S2BN elects not to proceed with any option, we will be free to expand upon its
existing international presentation rights, and to jointly present exhibitions worldwide
with the numerous other third-party international promoters with whom we already have
successful working relationships in connection with its other properties.
 Results of Operations
  Analysis of Consolidated Statements of OperationsPercent Change2010
    
    
    2009vs.
    
    
    vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands except percentages and per share data)Revenue
    
    $
    43,428
    
    
    $
    53,893
    
    
    $
    61,454
    
    
    
    (19.4
    )%
    
    
    (12.3
    )%Cost of revenue (exclusive of depreciation and amortization)
    
    
    24,070
    
    
    
    31,241
    
    
    
    20,933
    
    
    
    (23.0
    )
    
    
    49.2Gross profit
    
    
    19,358
    
    
    
    22,652
    
    
    
    40,521
    
    
    
    (14.5
    )
    
    
    (44.1
    )Gross profit
as a percent of revenue
    
    
    44.6
    %
    
    
    42.0
    %
    
    
    65.9
    %Operating expenses
    
    
    39,457
    
    
    
    36,662
    
    
    
    22,535
    
    
    
    7.6
    
    
    
    62.7(Loss) income from operations
    
    
    (20,099
    )
    
    
    (14,010
    )
    
    
    17,986
    
    
    
    43.5
    
    
    
    (177.9
    )Other income and expenses
    
    
    (250
    )
    
    
    182
    
    
    
    983
    
    
    
    (237.4
    )
    
    
    (81.5
    )(Loss) income before income tax
    
    
    (20,349
    )
    
    
    (13,828
    )
    
    
    18,969
    
    
    
    47.2
    
    
    
    (172.9
    )Benefit from (provision for) income taxes
    
    
    352
    
    
    
    3,806
    
    
    
    (6,660
    )
    
    
    (90.8
    )
    
    
    157.1Effective
tax rate
    
    
    1.8
    %
    
    
    27.5
    %
    
    
    35.1
    %Net (loss) income
    
    $
    (19,997
    )
    
    $
    (10,022
    )
    
    $
    12,309
    
    
    
    99.5
    %
    
    
    (181.4
    )%Net income per shareBasic net (loss) income per share
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.42Diluted net (loss) income per share
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.37
  22




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Revenue
  Revenue in thousands2010
    
    
    2009
    
    
    2008Exhibition RevenueAdmissions revenue
    
    $
    33,881
    
    
    $
    37,210
    
    
    $
    45,129Non-refundable license fees for
current exhibitions
    
    
    5,903
    
    
    
    4,806
    
    
    
    5,329Subtotal  Current period
    
    
    39,784
    
    
    
    42,072
    
    
    
    50,547Non-refundable license fees for
future exhibitions
    
    
    
    
    
    
    4,706
    
    
    
    8,773Total Exibition revenue
    
    
    39,784
    
    
    
    46,722
    
    
    
    59,231Merchandise and Other
    
    
    3,644
    
    
    
    7,171
    
    
    
    2,223Total Revenue
    
    $
    43,428
    
    
    $
    53,893
    
    
    $
    61,454Key Non-financial MeasurementsNumber of venues presented
    
    
    40
    
    
    
    53
    
    
    
    42Operating days
    
    
    6,035
    
    
    
    6,762
    
    
    
    5,147Attendance
    
    
    4,125,093
    
    
    
    5,016,648
    
    
    
    5,560,778Average attendance per operating day
    
    
    684
    
    
    
    742
    
    
    
    1,080
 Fiscal 2010 as Compared to Fiscal 2009
   Fiscal 2009 as Compared to Fiscal 2008
   23




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Cost of Revenue
  Cost of Revenue(in thousands, except percentages)Percent Change2010 
vs.
    
    
    2009 
vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Exhibition costsProduction
    
    $
    3,304
    
    
    $
    7,053
    
    
    $
    3,924
    
    
    
    (53.2
    )%
    
    
    79.7
    %Operating Expenses
    
    
    15,359
    
    
    
    15,401
    
    
    
    10,830
    
    
    
    (0.3
    )
    
    
    42.2Marketing
    
    
    4,179
    
    
    
    5,952
    
    
    
    5,703
    
    
    
    (29.8
    )
    
    
    4.422,842
    
    
    
    28,406
    
    
    
    20,457
    
    
    
    (19.6
    )
    
    
    38.9
    %Exhibition expense as percent of exhibition revenue
    
    
    57.4
    %
    
    
    60.8
    %
    
    
    34.5
    %Cost of merchandise
    
    
    1,228
    
    
    
    2,835
    
    
    
    476
    
    
    
    (56.7
    )%
    
    
    *Cost of merchandise  as percent of merchandise
revenue
    
    
    33.7
    %
    
    
    39.5
    %
    
    
    21.4
    %Total
    
    $
    24,070
    
    
    $
    31,241
    
    
    $
    20,933
    
    
    
    (23.0
    )%
    
    
    49.2
    %Percent of total revenue
    
    
    55.4
    %
    
    
    58.0
    %
    
    
    34.1
    %
 *
    
    Not significant Fiscal 2010 as Compared to Fiscal 2009
   Fiscal 2009 as Compared to Fiscal 2008
   24




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##### Table of Contents



Gross Profit
  Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
  Operating Expenses
  Operating expenses(in thousands, except percentage and per share data)Percent Change2010
    
    
    2009vs.
    
    
    vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008General and administrative
    
    $
    24,636
    
    
    $
    27,926
    
    
    $
    19,626
    
    
    
    (14.5
    )%
    
    
    42.3
    %Depreciation and amortization
    
    
    6,012
    
    
    
    4,941
    
    
    
    2,911
    
    
    
    21.7
    
    
    
    69.7Net (gain) loss on disposal of assets
    
    
    (54
    )
    
    
    2,132
    
    
    
    (2
    )
    
    
    *
    
    
    
    Impairment of intangibles
    
    
    4,512
    
    
    
    1,663
    
    
    
    
    
    
    
    171.3
    
    
    
    Lease abandonment
    
    
    4,351
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    Total
    
    $
    39,457
    
    
    $
    36,662
    
    
    $
    22,535
    
    
    
    7.6
    %
    
    
    62.7
    %
 *
    
    Not significant General and administrative
 Fiscal 2010 as Compared to Fiscal 2009
   25




---



##### Table of Contents



Fiscal 2009 as Compared to Fiscal 2008
   Depreciation and Amortization
 Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
  Net Gain or Loss From Disposition of Assets
 Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
  Impairment on Intangibles
 Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
   26




---



##### Table of Contents



Lease Abandonment
 Fiscal 2010 as Compared to Fiscal 2009
  Loss/Income From Operations
  Other Income and Expense
 Fiscal 2010 compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
  Net Loss/Income
 Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
  Net income (loss) per share
 Fiscal 2010 as Compared to Fiscal 2009
  Fiscal 2009 as Compared to Fiscal 2008
   27




---



##### Table of Contents



Liquidity and Capital Resources
 Cash flows from operating activities
   As of February 28,2010
    
    
    2009Working capital (in thousands)
    
    $
    14,909
    
    
    $
    7,312Current ratio
    
    
    3.06
    
    
    
    1.52
  Cash flows from investing activities
  Cash flows from financing activities
       28




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##### Table of Contents



Contractual Obligations
       Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsSpecimen fixed rentals
    
    $
    6,250
    
    
    $
    4,750
    
    
    $
    1,500
    
    
    $
    
    
    
    $
    Real estate operating leases
    
    
    34,524
    
    
    
    5,320
    
    
    
    13,304
    
    
    
    10,800
    
    
    
    5,100Equipment leases
    
    
    57
    
    
    
    22
    
    
    
    35
    
    
    
    
    
    
    
    Total
    
    $
    40,831
    
    
    $
    10,092
    
    
    $
    14,839
    
    
    $
    10,800
    
    
    $
    5,100
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
   29




---



##### Table of Contents



Recent Accounting Pronouncements
    
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Risk
   30




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageReports of Independent Registered Public Accounting
Firms
    
    
    32Consolidated Balance Sheets at February 28, 2010 and February 28,
2009
    
    
    34Consolidated Statements of Operations for the years ended February 28 (29), 2010, 2009 and 2008
    
    
    35Consolidated Statements of Cash Flow for the years ended February 28 (29), 2010, 2009 and 2008
    
    
    36Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for the years ended
February 28 (29), 2010, 2009 and
2008
    
    
    37Notes to Consolidated Financial
Statements
    
    
    38
  31




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON CONSOLIDATED FINANCIAL STATEMENTS
      
 
  32




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
   33




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##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Balance Sheets
 (in thousands, except share data)
 February 28,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,339
    
    
    $
    4,685Certificates of deposit
    
    
    3,308
    
    
    
    1,277Accounts receivable, net of allowance for doubtful accounts
of $697 and $1,193, respectively
    
    
    2,613
    
    
    
    5,071Merchandise inventory, net of reserve
of $281 and $143, respectively
    
    
    845
    
    
    
    431Income taxes receivable
    
    
    3,161
    
    
    
    3,806Deferred income taxes
    
    
    
    
    
    
    1,408Prepaid expenses and other current assets
    
    
    1,866
    
    
    
    4,686Total current assets
    
    
    22,132
    
    
    
    21,364Artifacts owned, at cost
    
    
    3,048
    
    
    
    3,081Salvors lien
    
    
    1
    
    
    
    1Property and equipment, net of accumulated depreciation
of $11,454 and $7,503, respectively
    
    
    13,545
    
    
    
    15,706Exhibition licenses, net of accumulated amortization
of $4,979 and $4,646, respectively
    
    
    3,269
    
    
    
    7,225Goodwill, net
    
    
    
    
    
    
    2,567Deferred income taxes
    
    
    927
    
    
    
    2,685Other assets
    
    
    829
    
    
    
    1,146Total Assets
    
    $
    43,751
    
    
    $
    53,775LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    5,518
    
    
    $
    11,712Deferred revenue
    
    
    1,705
    
    
    
    2,340Total current liabilities
    
    
    7,223
    
    
    
    14,052Long-Term liabilities:Lease abandonment
    
    
    3,666
    
    
    
    Income taxes payable
    
    
    1,214
    
    
    
    1,166Total long-term liabilities
    
    
    4,880
    
    
    
    1,166Commitment
and ContingenciesShareholders equity:Common stock; $.0001 par value; authorized 65,000,000 shares;
issued 47,804,742 and 31,547,897 shares, respectively;
outstanding 46,738,293 and 30,481,448 shares, respectively
    
    
    5
    
    
    
    3Additional paid-in capital
    
    
    57,759
    
    
    
    44,691(Accumulated deficit) retained earnings
    
    
    (18,613
    )
    
    
    1,384Accumulated other comprehensive loss
    
    
    (313
    )
    
    
    (331
    )Less treasury stock, at cost; 1,066,449 shares
    
    
    (7,190
    )
    
    
    (7,190
    )Total shareholders equity
    
    
    31,648
    
    
    
    38,557Total liabilities and shareholders equity
    
    $
    43,751
    
    
    $
    53,775
   34




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##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Operations
 (in thousands, except share and per share data)
 Year Ended February 28 (29),2010
    
    
    2009
    
    
    2008Revenue:Exhibition revenue
    
    $
    39,784
    
    
    $
    46,722
    
    
    $
    59,231Merchandise and other
    
    
    3,644
    
    
    
    7,171
    
    
    
    2,223Total revenue
    
    
    43,428
    
    
    
    53,893
    
    
    
    61,454Cost of revenue:Exhibition costs
    
    
    22,842
    
    
    
    28,406
    
    
    
    20,457Cost of merchandise sold
    
    
    1,228
    
    
    
    2,835
    
    
    
    476Total cost of revenue (exclusive of depreciation
and amortization shown separately below)
    
    
    24,070
    
    
    
    31,241
    
    
    
    20,933Gross profit
    
    
    19,358
    
    
    
    22,652
    
    
    
    40,521Operating expenses:General and administrative
    
    
    24,636
    
    
    
    27,926
    
    
    
    19,626Depreciation and amortization
    
    
    6,012
    
    
    
    4,941
    
    
    
    2,911Net (gain) loss on disposal of assets
    
    
    (54
    )
    
    
    2,132
    
    
    
    (2
    )Impairment of intangibles
    
    
    4,512
    
    
    
    1,663
    
    
    
    Lease abandonment
    
    
    4,351
    
    
    
    
    
    
    
    Total operating expenses
    
    
    39,457
    
    
    
    36,662
    
    
    
    22,535(Loss) income from operations
    
    
    (20,099
    )
    
    
    (14,010
    )
    
    
    17,986Other income and (expenses)
    
    
    (250
    )
    
    
    182
    
    
    
    983(Loss) income before income taxes
    
    
    (20,349
    )
    
    
    (13,828
    )
    
    
    18,969Benefit from (provision for) income taxes
    
    
    352
    
    
    
    3,806
    
    
    
    (6,660
    )Net (loss) income
    
    $
    (19,997
    )
    
    $
    (10,022
    )
    
    $
    12,309Net (loss) income per share:Basic (loss) income per common share
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.42Diluted (loss) income per common share
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.37Shares used in basic per share calculations
    
    
    36,841,296
    
    
    
    29,213,768
    
    
    
    29,653,994Shares used in diluted per share calculations
    
    
    36,841,296
    
    
    
    29,213,768
    
    
    
    33,379,462
   35




---



##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Cash Flow
(in thousands)
 Year Ended February 28 (29),2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    (19,997
    )
    
    $
    (10,022
    )
    
    $
    12,309Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:Depreciation and amortization
    
    
    6,013
    
    
    
    4,850
    
    
    
    2,911Impairment of intangibles
    
    
    4,512
    
    
    
    1,663
    
    
    
    Lease abandonment
    
    
    4,351
    
    
    
    
    
    
    
    Stock based compensation
    
    
    451
    
    
    
    1,428
    
    
    
    4,671Allowance for doubtful accounts
    
    
    (496
    )
    
    
    815
    
    
    
    126Common stock issued for accrued interest
    
    
    247
    
    
    
    
    
    
    
    Excess tax benefit on the exercise of employee stock options
    
    
    (61
    )
    
    
    140
    
    
    
    (1,440
    )Net (gain) loss on disposal of assets
    
    
    (54
    )
    
    
    2,132
    
    
    
    (2
    )Common stock issued for settlement of lawsuit
    
    
    50
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Decrease (increase) in accounts receivable
    
    
    3,000
    
    
    
    (2,281
    )
    
    
    (666
    )Decrease (increase) in merchandise inventory, net of reserve
    
    
    (414
    )
    
    
    (899
    )
    
    
    Decrease (increase) in deferred income taxes
    
    
    3,273
    
    
    
    (1,693
    )
    
    
    (1,422
    )Decrease (increase) in prepaid expenses and other assets
    
    
    3,076
    
    
    
    337
    
    
    
    (1,639
    )Decrease (increase) in income taxes receivable
    
    
    645
    
    
    
    (3,791
    )
    
    
    (Increase) increase in deferred revenue
    
    
    (635
    )
    
    
    1,385
    
    
    
    (562
    )(Decrease (increase) in accounts payable and accrued liabilities
    
    
    (6,826
    )
    
    
    7,686
    
    
    
    2,116Increase in income taxes payable
    
    
    
    
    
    
    
    
    
    
    740Total adjustments
    
    
    17,132
    
    
    
    11,772
    
    
    
    4,833Net cash (used) provided by operating activities
    
    
    (2,865
    )
    
    
    1,750
    
    
    
    17,142Cash flows from investing activities:Proceeds from Carpathia receivable
    
    
    
    
    
    
    2,500
    
    
    
    Purchases of property and equipment
    
    
    (1,790
    )
    
    
    (11,612
    )
    
    
    (5,250
    )Purchase of exhibition licenses
    
    
    
    
    
    
    (1,886
    )
    
    
    (2,906
    )Acquisitions, net of cash received
    
    
    
    
    
    
    (2,101
    )
    
    
    (5,000
    )Purchase of subrogation rights
    
    
    
    
    
    
    
    
    
    
    (250
    )Unrealized gain or loss on certificate deposit
    
    
    
    
    
    
    
    
    
    
    (55
    )Net increase in marketable securities
    
    
    
    
    
    
    (222
    )
    
    
    Purchase of certificates of deposit
    
    
    (2,031
    )
    
    
    
    
    
    
    (1,000
    )Proceeds from disposal of assets
    
    
    
    
    
    
    400
    
    
    
    Note receivable
    
    
    
    
    
    
    (625
    )
    
    
    Net cash used in investing activities
    
    
    (3,821
    )
    
    
    (13,546
    )
    
    
    (14,461
    )Cash flows from financing activities:Proceeds from convertible notes
    
    
    12,000
    
    
    
    
    
    
    
    Proceeds from revolving line of credit
    
    
    
    
    
    
    9,833
    
    
    
    Payments on revolving line of credit
    
    
    
    
    
    
    (9,833
    )
    
    
    Company stock repurchase
    
    
    
    
    
    
    
    
    
    
    (6,777
    )Proceeds from option and warrant exercises
    
    
    261
    
    
    
    256
    
    
    
    2,412Excess tax benefit on the exercise of employee stock options
    
    
    61
    
    
    
    (140
    )
    
    
    1,440Net cash provided by financing activities
    
    
    12,322
    
    
    
    116
    
    
    
    (2,925
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    18
    
    
    
    (61
    )
    
    
    (141
    )Net increase (decrease) in cash and cash equivalents
    
    
    5,654
    
    
    
    (11,741
    )
    
    
    (385
    )Cash and cash equivalents at beginning of year
    
    
    4,685
    
    
    
    16,426
    
    
    
    16,811Cash and cash equivalents at end of year
    
    $
    10,339
    
    
    $
    4,685
    
    
    $
    16,426Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    49
    
    
    $
    
    
    
    $
    Cash paid during the period for taxes
    
    $
    138
    
    
    $
    1,529
    
    
    $
    7,252Supplemental disclosure of non-cash operating activities:Non-cash withholding taxes receivable
    
    $
    
    
    
    $
    2,189
    
    
    $
    Non-cash withholding taxes payable
    
    $
    
    
    
    $
    (2,189
    )
    
    $
    Uncertain tax position
    
    $
    1,214
    
    
    $
    1,166
    
    
    $
    Supplemental disclosure of non-cash investing and financing activities:Cashless exercise of stock options
    
    $
    14
    
    
    $
    
    
    
    $
    90Unrealized gain or loss on certificate of deposit
    
    $
    
    
    
    $
    
    
    
    $
    (55
    )Note receivable
    
    $
    
    
    
    $
    (625
    )
    
    $
    Conversion of convertible notes to common stock
    
    $
    12,000
    
    
    $
    
    
    
    $
    
   36




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##### Table of Contents



Premier Exhibitions, Inc.
 
 Consolidated Statements of Shareholders Equity and Comprehensive Loss
 Years Ended February 29, 2008, February 28, 2009 and February 28, 2010
 (in thousands except for number of shares)
 (Accumulated
    
    
    AccumulatedCommon Stock
    
    
    Common
    
    
    Additional
    
    
    Deficit)/
    
    
    Other
    
    
    TreasuryNumber of
    
    
    
    
    
    
    Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stock, at
    
    
    StockholdersShares
    
    
    Amount
    
    
    Payable
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    Cost
    
    
    EquityBalance, February 28, 2007
    
    
    29,004,318
    
    
    $
    3
    
    
    $
    90
    
    
    $
    34,252
    
    
    $
    (903
    )
    
    $
    (129
    )
    
    $
    (413
    )
    
    $
    32,900Common stock issued for exercise of warrants
    
    
    862,241
    
    
    
    
    
    
    
    (90
    )
    
    
    2,184
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,094Common stock issued for exercise of options
    
    
    300,055
    
    
    
    
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Purchase of Company Stock
    
    
    (1,066,449
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,777
    )
    
    
    (6,777
    )Excess tax benefit on stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,440Stock compensation costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,671
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,671Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,309
    
    
    
    
    
    
    
    
    
    
    
    12,309Other comprehensive income/(loss):Foreign currency translation loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151
    )
    
    
    
    
    
    
    (151
    )Unrealized
gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    10Total comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,168Balance, February 29, 2008
    
    
    29,100,165
    
    
    
    3,000
    
    
    
    
    
    
    
    43,147
    
    
    
    11,406
    
    
    
    (270
    )
    
    
    (7,190
    )
    
    $
    47,096Common stock issued for exercise of warrants
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50Common stock issued for exercise of options
    
    
    158,167
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206Issuance of Restricted Stock
    
    
    106,667
    
    
    
    
    
    
    
    
    
    
    
    842
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    842Excess tax benefit on stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (140
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (140
    )Stock compensation costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    586
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    586Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,022
    )
    
    
    
    
    
    
    
    
    
    
    (10,022
    )Other comprehensive loss:Foreign currency translation loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61
    )
    
    
    
    
    
    
    (61
    )Total
comprehensive loss:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,083
    )Balance, February 28, 2009
    
    
    29,414,999
    
    
    
    3
    
    
    
    
    
    
    
    44,691
    
    
    
    1,384
    
    
    
    (331
    )
    
    
    (7,190
    )
    
    $
    38,557Common stock issued for exercise of options
    
    
    705,633
    
    
    
    
    
    
    
    
    
    
    
    261
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261Issuance of Restricted Stock
    
    
    218,685
    
    
    
    
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137Common stock issued for the conversion of notes payable and accrued interest
    
    
    16,328,976
    
    
    
    2
    
    
    
    
    
    
    
    12,245
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,247Common stock issued for lawsuit settlement
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50Excess tax benefit on stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61Stock compensation costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    314Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,997
    )
    
    
    
    
    
    
    
    
    
    
    (19,997
    )Other comprehensive loss:Foreign currency translation income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    18Total comprehensive loss:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,979
    )Balance, February 28, 2010
    
    
    46,738,293
    
    
    $
    5
    
    
    $
    
    
    
    $
    57,759
    
    
    $
    (18,613
    )
    
    $
    (313
    )
    
    $
    (7,190
    )
    
    $
    31,648
   37




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##### Table of Contents



PREMIER EXHIBITIONS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
 Note 1. Background and Basis of Presentation
     Note 2. Summary of Significant 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
   39




---



##### Table of Contents



Audio Tour Revenue
  (ii) Merchandise and Other Revenue
  (b) Cash and Cash Equivalents
  (c) Certificates of Deposit
  (d) Accounts Receivable
  (e) Merchandise Inventory
  (f) Prepaid Expenses and Other Current Assets
   40




---



##### Table of Contents



(g) Artifacts
   (h) Salvors lien
    (i) Property and Equipment
  Exhibitry equipment
    
    5 yearsVehicles
    
    5 yearsOffice equipment
    
    3 yearsComputers and software
    
    3 yearsFurniture and fixtures
    
    5 yearsLeasehold improvements
    
    Shorter of useful life of asset or remaining lease term
 (j) Exhibition Licenses
    41




---



##### Table of Contents



(k) Goodwill
  (l) Income Taxes
   (m) Earnings (Loss) Per Share
  (n) Legal Contingencies
   42




---



##### Table of Contents



Note 3. Recent Accounting Pronouncements
    Note 4. Balance Sheet Details
  February 28,2010
    
    
    2009Cash and cash equivalents:Cash
    
    $
    7,119
    
    
    $
    775Money market mutual funds
    
    
    3,220
    
    
    
    3,910Total
    
    $
    10,339
    
    
    $
    4,685Certificates of deposit and
other investments:Certificates of deposit
    
    $
    3,294
    
    
    $
    1,263Marketable securities
    
    
    14
    
    
    
    14Total
    
    $
    3,308
    
    
    $
    1,277
  February 28,2010
    
    
    2009Deposits and advances
    
    $
    30
    
    
    $
    54Prepaid insurance
    
    
    307
    
    
    
    258Prepaid leases
    
    
    917
    
    
    
    854Withholding tax receivable
    
    
    
    
    
    
    2,142Other receivables
    
    
    612
    
    
    
    1,378Total
    
    $
    1,866
    
    
    $
    4,686
   43




---



##### Table of Contents



February 28,2010
    
    
    2009Exhibitry
    
    $
    13,533
    
    
    $
    12,179Vehicles and equipment
    
    
    577
    
    
    
    570Office equipment
    
    
    2,076
    
    
    
    2,038Leasehold improvements
    
    
    7,755
    
    
    
    7,449Furniture and fixtures
    
    
    1,058
    
    
    
    97324,999
    
    
    
    23,209Less accumulated depreciation
    
    
    11,454
    
    
    
    7,503Property and
equipment, net
    
    $
    13,545
    
    
    $
    15,706
   February 28,2010
    
    
    2009Anatomical specimen licenses
    
    $
    6,786
    
    
    
    6,786Carpathia artifacts license
    
    
    912
    
    
    
    912Sports Immortal licenses
    
    
    
    
    
    
    3,623Other exhibition licenses
    
    
    550
    
    
    
    5508,248
    
    
    
    11,871Less accumulated amortization
    
    
    4,979
    
    
    
    4,646Exhibition
licenses, net
    
    $
    3,269
    
    
    
    7,225
  Note 7. Goodwill and Other Intangible Assets
    44




---



##### Table of Contents



Note 7. Goodwill and Other Intangible Assets
  February 28,2010
    
    
    2009Operations
    
    $
    2,878
    
    
    $
    4,981Professional and consulting fees payable
    
    
    477
    
    
    
    889Payroll and payroll taxes
    
    
    338
    
    
    
    805Sales and use taxes
    
    
    147
    
    
    
    103Withholding tax liability
    
    
    
    
    
    
    2,127St. Petersburg loss accrual
    
    
    
    
    
    
    258Marketing costs
    
    
    617
    
    
    
    Merchandise
    
    
    278
    
    
    
    Lease abandonment
    
    
    685
    
    
    
    Other
    
    
    98
    
    
    
    2,549Total accounts payable and accrual expense
    
    $
    5,518
    
    
    $
    11,712
  Note 5. Artifacts
   Note 6. Acquisitions and Divestitures
 Note 7.
Goodwill and Other Intangible Assets
   45




---



##### Table of Contents



Note 7. Goodwill and Other Intangible Assets
       Goodwill
 Balance as of February 28, 2008
    
    $
    1,377Acquired during the year
    
    
    922Adjustment in acquisition from prior year
    
    
    1,190Disposal
    
    
    (922
    )Balance as of February 28, 2009
    
    $
    2,567Impairment
    
    
    (2,567
    )Balance as of February 28, 2010
    
    $
    
  46




---



##### Table of Contents



Intangibles
 Balance as of February 29, 2008
    
    $
    8,450Acquired during the year
    
    
    2,654Write-off of Licenses
    
    
    (157
    )Amortization during the year
    
    
    (2,059
    )Impairment charge
    
    
    (1,663
    )Balance as of February 28, 2009
    
    
    7,225Amortization during the year
    
    
    (2,011
    )Impairment charge
    
    
    (1,945
    )Balance as of February 28, 2010
    
    $
    3,269
 Note 8. Notes Payable and Debt Conversion to Common Stock
        47




---



##### Table of Contents



Note 9. Stock Compensation and Stock Options
 Stock Compensation.
   For the year ended February 28 (29),2010
    
    
    2009
    
    
    2008Grant type:Stock options
    
    $
    142
    
    
    $
    1,462
    
    
    $
    3,653Restricted Stock
    
    
    270
    
    
    
    (351
    )
    
    
    1,018Warrants
    
    
    39
    
    
    
    317
    
    
    
    $
    451
    
    
    $
    1,428
    
    
    $
    4,671
  48




---



##### Table of Contents



Stock Options .
 For the year ended February 28 (29),2010
    
    
    2009
    
    
    2008Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    127
    %
    
    
    50
    %
    
    
    50
    %Risk-free interest rate
    
    
    1.2
    %
    
    
    5.0
    %
    
    
    5.0
    %Expected lives in years
    
    
    7.5
    
    
    
    10.0
    
    
    
    10.0
  February 28, 2010
    
    
    February 28, 2009
    
    
    February 29, 2008Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Weighted
    
    
    AggregateAverage
    
    
    Intrinsic
    
    
    
    
    
    
    Average
    
    
    Intrinsic
    
    
    
    
    
    
    Average
    
    
    IntrinsicNumber of
    
    
    Exercise
    
    
    Value
    
    
    Number of
    
    
    Exercise
    
    
    Value
    
    
    Number of
    
    
    Exercise
    
    
    ValueOptions
    
    
    Price
    
    
    (000)
    
    
    Options
    
    
    Price
    
    
    (000)
    
    
    Options
    
    
    Price
    
    
    (000)Outstanding at beginning of year
    
    
    2,517,177
    
    
    $
    2.17
    
    
    
    
    
    
    
    2,692,177
    
    
    $
    2.12
    
    
    
    
    
    
    
    2,992,039
    
    
    $
    2.00Granted
    
    
    1,170,000
    
    
    
    0.69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    9.93Exercised
    
    
    (722,500
    )
    
    
    0.38
    
    
    $
    303
    
    
    
    (158,167
    )
    
    
    1.26
    
    
    $
    217
    
    
    
    (309,862
    )
    
    
    1.25
    
    
    $
    3,804Forfeited or expired
    
    
    (4,135
    )
    
    
    9.02
    
    
    
    
    
    
    
    (16,833
    )
    
    
    2.15
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    2,960,542
    
    
    $
    1.73
    
    
    $
    993
    
    
    
    2,517,177
    
    
    $
    2.17
    
    
    $
    462
    
    
    
    2,692,177
    
    
    $
    2.12
    
    
    $
    7,212Exercisable at end of year
    
    
    1,783,879
    
    
    
    2.85
    
    
    $
    326
    
    
    
    1,078,300
    
    
    $
    0.37
    
    
    $
    462
    
    
    
    1,163,010
    
    
    $
    0.38
    
    
    $
    5,123
  WeightedAverageRemaining
    
    
    AggregateWeighted
    
    
    Contractual
    
    
    IntrinsicAverage
    
    
    Life
    
    
    ValueStock Options Issued Outside of Plans
    
    Options
    
    
    Price
    
    
    (Years)
    
    
    (000)Outstanding at February 29, 2008
    
    
    1,195,000
    
    
    $
    10.14
    
    
    
    4.68Granted
    
    
    40,000
    
    
    
    3.22
    
    
    
    9.36Exercised
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (1,180,000
    )
    
    
    10.22
    
    
    
    Outstanding at February 28, 2009
    
    
    55,000
    
    
    
    3.25
    
    
    
    9.00
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    Outstanding at February 28, 2010
    
    
    55,000
    
    
    $
    3.25
    
    
    
    8.00
    
    
    
    
  49




---



##### Table of Contents



Options OutstandingWeighted
    
    
    
    
    
    
    Options ExercisableOptions
    
    
    Average
    
    
    
    
    
    
    OptionsOutstanding
    
    
    Remaining
    
    
    Weighted-
    
    
    Exercisable
    
    
    Weighted-at
    
    
    Contractual
    
    
    Average
    
    
    at
    
    
    AverageFebruary 28,
    
    
    Life
    
    
    Exercise
    
    
    February 28,
    
    
    ExerciseRange of Exercise Prices
    
    2010
    
    
    (Years)
    
    
    Price
    
    
    2010
    
    
    Price$ .28 to $ .50
    
    
    355,800
    
    
    
    2.58
    
    
    $
    0.35
    
    
    
    355,800
    
    
    $
    0.35$ .51 to $1.00
    
    
    1,179,710
    
    
    
    9.51
    
    
    
    0.69
    
    
    
    9,710
    
    
    
    0.85$1.01 to $2.00
    
    
    53,334
    
    
    
    5.23
    
    
    
    1.76
    
    
    
    53,334
    
    
    
    1.76$2.01 to $3.00
    
    
    281,666
    
    
    
    5.55
    
    
    
    2.15
    
    
    
    281,666
    
    
    
    2.15$3.01 to $4.00
    
    
    679,167
    
    
    
    5.93
    
    
    
    3.70
    
    
    
    679,167
    
    
    
    3.70$4.01 to $9.93
    
    
    410,865
    
    
    
    6.15
    
    
    
    4.41
    
    
    
    404,202
    
    
    
    4.322,960,542
    
    
    
    6.93
    
    
    $
    1.14
    
    
    
    1,783,879
    
    
    $
    2.85
  Restricted Stock Activity.
 AggregateWeighted
    
    
    Contractual
    
    
    IntrinicAverage
    
    
    Life
    
    
    ValueRestricted Stock Issued Within Plan
    
    Shares
    
    
    Price
    
    
    (Years)
    
    
    (000)Outstanding at beginning of year
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    327,786
    
    
    $
    0.95
    
    
    
    0.35Forfeited or expired
    
    
    47,190
    
    
    
    0.73Vested
    
    
    117,198
    
    
    
    0.73
    
    
    
    
    
    
    $
    5Non-vested at end of year
    
    
    136,000
    
    
    $
    1.25
    
    
    
    0.84
    
    
    $
    1
  50




---



##### Table of Contents



WeightedAverageRemaining
    
    
    AggregateWeighted
    
    
    Contractual
    
    
    IntrinsicAverage
    
    
    Life
    
    
    ValueRestricted Stock Issued Outside of Plan
    
    Shares
    
    
    Price
    
    
    (Years)
    
    
    (000)Outstanding at February 29, 2008
    
    
    780,000
    
    
    $
    14.40
    
    
    
    4.38Granted
    
    
    70,000
    
    
    
    4.78
    
    
    
    Forfeited or expired
    
    
    (705,000
    )
    
    
    14.64
    
    
    
    Vested
    
    
    (98,333
    )
    
    
    10.43
    
    
    
    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
    
    
    $
    36
  Warrants :
 Warrants OutstandingWeighted
    
    
    Warrants ExercisableWarrants
    
    
    
    
    
    
    Average
    
    
    WarrantsOutstanding
    
    
    Weighted-
    
    
    Remaining
    
    
    Exercisable
    
    
    Weighted-at
    
    
    Average
    
    
    Cotractual
    
    
    at
    
    
    AverageFebruary 28,
    
    
    Exercise
    
    
    Life
    
    
    February 28,
    
    
    ExerciseRange of Exercise Prices
    
    2010
    
    
    Price
    
    
    (Years)
    
    
    2010
    
    
    Price$1.01 to $2.00
    
    
    250,000
    
    
    $
    2.00
    
    
    
    0.59
    
    
    
    250,000
    
    
    $
    2.00$2.01 to $3.00
    
    
    956,417
    
    
    
    2.50
    
    
    
    0.63
    
    
    
    956,417
    
    
    
    2.50$3.01 to $4.00
    
    
    50,000
    
    
    
    3.98
    
    
    
    1.15
    
    
    
    30,000
    
    
    
    3.98$4.01 to $5.00
    
    
    60,000
    
    
    
    4.57
    
    
    
    3.04
    
    
    
    60,000
    
    
    
    4.571,316,417
    
    
    $
    2.56
    
    
    
    0.75
    
    
    
    1,296,417
    
    
    $
    2.53
   51




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##### Table of Contents



Note 10. Lease Abandonment
  Note 11. Post Employment Benefits
    Note 12. Income Taxes
  February 28 (29),2010
    
    
    2009
    
    
    2008Current income tax (benefit) expense:Federal
    
    $
    (3,537
    )
    
    $
    (1,352
    )
    
    $
    7,354State
    
    
    90
    
    
    
    373
    
    
    
    966Total current income tax expense (benefit)
    
    
    (3,447
    )
    
    
    (979
    )
    
    
    8,320Deferred income tax (benefit) expense:Federal
    
    
    2,595
    
    
    
    (2,294
    )
    
    
    (1,444
    )State
    
    
    500
    
    
    
    (533
    )
    
    
    (216
    )Total deferred income tax (benefit)
expense
    
    
    3,095
    
    
    
    (2,827
    )
    
    
    (1,660
    )Total Income tax (benefit) expense
    
    $
    (352
    )
    
    $
    (3,806
    )
    
    $
    6,660
  52




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##### Table of Contents



February 28 (29),2010
    
    
    2009
    
    
    2008Statutory federal income tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State taxes, net of federal tax benefit
    
    
    1.1
    
    
    
    1.2
    
    
    
    3.0Nondeductible expenses
    
    
    (4.1
    )
    
    
    (3.7
    )
    
    
    0.1Adjustments of prior year amounts
    
    
    0.7
    
    
    
    (2.8
    )
    
    
    (0.7
    )Federal tax credits
    
    
    
    
    
    
    
    
    
    
    (1.3
    )Uncertain tax matters
    
    
    
    
    
    
    (1.6
    )
    
    
    Change in valuation allowance
    
    
    (29.4
    )
    
    
    
    
    
    
    Other
    
    
    (0.5
    )
    
    
    0.4
    
    
    
    1.8
    %
    
    
    27.5
    %
    
    
    35.1
    %
  February 28,2010
    
    
    2009Current deferred assets (liabilities):Accrued expenses
    
    $
    2,515
    
    
    $
    986Accounts receivable
    
    
    264
    
    
    
    455Inventory
    
    
    131
    
    
    
    55Other
    
    
    3
    
    
    
    10Prepaid insurance
    
    
    (117
    )
    
    
    (98
    )Current deferred tax assets
    
    
    2,796
    
    
    
    1,408Less: valuation allowance
    
    
    (2,796
    )
    
    
    Net current tax asset
    
    $
    
    
    
    $
    1,408Noncurrent deferred tax assets (liabilities):Equity compensation
    
    $
    2,036
    
    
    $
    2,050Net operating loss carryforward
    
    
    1,157
    
    
    
    333Uncertain tax positions temporary differences
    
    
    970
    
    
    
    952Contribution carryforwards
    
    
    19
    
    
    
    19Intangible assets
    
    
    775
    
    
    
    7Federal tax credits
    
    
    612
    
    
    
    Fixed assets
    
    
    (1,452
    )
    
    
    (676
    )Noncurrent deferred tax assets
    
    
    4,117
    
    
    
    2,685Less: valuation allowance
    
    
    (3,190
    )
    
    
    Net noncurrent deferred tax assets
    
    
    927
    
    
    
    2,685Net deferred tax assets
    
    $
    927
    
    
    $
    4,093
   53




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##### Table of Contents



Unrecognized tax benefits at February 28, 2009
    
    $
    1,166Increase in unrecognized tax benefits for positions taken in prior year
    
    
    Increases and decreases for positions taken in the current year
    
    
    Decreases as a result of settlement with taxing authorities
    
    
    Decreases as a result of the lapse of the statute of limitations
    
    
    Interest and
penalties
    
    
    48Unrecognized income tax benefit at February 28, 2010
    
    $
    1,214
   54




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##### Table of Contents



Note 13. Income (Loss) Per Share
  Year Ended February 28 (29),2010
    
    
    2009
    
    
    2008Numerator:Net income (loss)
    
    $
    (19,997
    )
    
    $
    (10,022
    )
    
    $
    12,309Denominator:Basic weighted-average shares outstanding
    
    
    36,841,296
    
    
    
    29,213,768
    
    
    
    29,653,994Effect of dilutive stock options and warrants
    
    
    
    
    
    
    
    
    
    
    3,725,468Diluted weighted-average shares outstanding
    
    
    36,841,296
    
    
    
    29,213,768
    
    
    
    33,379,462Net income (loss) per share:Basic
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.42Diluted
    
    $
    (0.54
    )
    
    $
    (0.34
    )
    
    $
    0.37
  Note 14. Employee Savings Plans
  Note 15. Commitments and Contingencies
 Lease Arrangements
    Note 10. Lease Abandonment
  55




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##### Table of Contents



Year Ended February 28 (29),2010
    
    
    2009
    
    
    2008Specimen fixed rentals
    
    $
    6,634
    
    
    $
    8,516
    
    
    $
    6,312Real estate fixed rentals
    
    
    5,690
    
    
    
    4,843
    
    
    
    432Total rent expense
    
    $
    12,324
    
    
    $
    13,359
    
    
    $
    6,744
  Fiscal Year
    
    Amount2011
    
    $
    10,0702012
    
    
    5,9292013
    
    
    5,2762014
    
    
    3,6002015
    
    
    3,600Thereafter
    
    
    12,300Total
    
    $
    40,775
 Note 16. Related Party Transactions
      56




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##### Table of Contents



Note 17. Litigation and Other Legal Matters
 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
  57




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##### Table of Contents



Status of International Treaty Concerning the Titanic Wreck
    Other Litigation
     58




---



##### Table of Contents



Proposed Legislation and Government Inquiries
     Settled Litigation
  Stefano Arts v. Premier Exhibitions,
Inc., et al.,
    59




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##### Table of Contents



Note 19. Quarterly Financial Data (Unaudited)
  Quarters EndedMay 31,
    
    
    August 31,
    
    
    November 30,
    
    
    February 28,Fiscal 2010
    
    2009
    
    
    2009
    
    
    2009
    
    
    2010Revenue
    
    $
    10,937
    
    
    $
    13,440
    
    
    $
    8,702
    
    
    $
    10,349Expenses
    
    $
    16,742
    
    
    $
    13,953
    
    
    $
    10,872
    
    
    $
    21,858Net loss
    
    $
    (5,805
    )
    
    $
    (513
    )
    
    $
    (2,170
    )
    
    $
    (11,509
    )Basic loss per common share
    
    $
    (0.20
    )
    
    $
    (0.02
    )
    
    $
    (0.05
    )
    
    $
    (0.25
    )Diluted loss per common share
    
    $
    (0.20
    )
    
    $
    (0.02
    )
    
    $
    (0.05
    )
    
    $
    (0.25
    )
 Quarters EndedMay 31,
    
    
    August 31,
    
    
    November 30,
    
    
    February 28,Fiscal 2009
    
    2008
    
    
    2008
    
    
    2008
    
    
    2009Revenue
    
    $
    15,230
    
    
    $
    15,104
    
    
    $
    13,456
    
    
    $
    10,103Expenses
    
    $
    16,142
    
    
    $
    14,165
    
    
    $
    15,298
    
    
    $
    18,310Net income (loss)
    
    $
    (912
    )
    
    $
    939
    
    
    $
    (1,842
    )
    
    $
    (8,207
    )Basic income (loss) per common share
    
    $
    (0.03
    )
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    (0.28
    )Diluted income (loss) per common share
    
    $
    (0.03
    )
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    (0.28
    )
  60




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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
      61




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
        
 
  62




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 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, 2010
 Equity Compensation Plan Information
 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
    
    
    3,096,542
    
    
    $
    1.74
    
    
    
    1,558,000Equity compensation plans not approved by security holders (3)
    
    
    485,000
    
    
    $
    2.61
    
    
    
    N/ATotal
    
    
    3,581,542
    
    
    $
    1.86
    
    
    
    1,558,000
 
 (1)
    
    Column (a) represents the number of shares of our common stock that may be issued in
connection with the exercise or conversion of 150,000 outstanding stock options granted under our
2000 Stock Option Plan (the 2000 Plan), 1,604,542 outstanding stock options granted under our
Amended and Restated 2004 Stock Option Plan (the 2004 Plan) and 1,306,000 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 40,000 outstanding stock option awards and 85,000 restricted stock
grants made to employees outside pursuant to individual employment agreements and 600,000 warrants
to promoters and licensors outside of our 2000 Plan and 2004 Plan.  63




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a) Financial Statements.
  PageReports of Independent Registered Public Accounting Firms
    
    32Consolidated Balance Sheets at February 28, 2010 and February 28, 2009
    
    34Consolidated Statements of Operations for the years ended February 28 (29), 2010, 2009 and 2008
    
    35Consolidated Statements of Cash Flow for the years ended February 28 (29), 2010, 2009 and 2008
    
    36Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for the years ended
February 28 (29), 2010, 2009 and 2008
    
    37Notes to Consolidated Financial Statements
    
    38
 Schedule II
 Valuation and Qualifying Accounts
For the Years Ended February, 28 (29), 2010, 2009 and 2008
(in thousands)
 AdditionsBalance at
    
    
    Charged to
    
    
    Charged
    
    
    
    
    
    
    Balance atbeginning
    
    
    costs and
    
    
    to other
    
    
    
    
    
    
    end ofof period
    
    
    expenses
    
    
    accounts
    
    
    Deductions
    
    
    periodYear ended February 28, 2010Allowance for doubtful accounts
    
    $
    1,193
    
    
    $
    1,791
    
    
    
    
    
    
    $
    2,287
    
    
    $
    697Year ended February 28, 2009Allowance for doubtful accounts
    
    $
    378
    
    
    $
    815
    
    
    
    
    
    
    
    
    
    
    $
    1,193Year ended February 29, 2008Allowance for doubtful accounts
    
    $
    252
    
    
    $
    135
    
    
    
    
    
    
    $
    9
    
    
    $
    378
 (b) See Index to Exhibits.
  64




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##### Table of Contents



SIGNATURES
  Premier Exhibitions, Inc.Dated:  May 13, 2010
    By:
    /s/ Christopher J. DavinoChristopher J. DavinoPresident and Chief Executive Officer  /s/ Christopher J. Davino

Christopher J. Davino
    
    May 13, 2010President, Chief Executive Officer and Director(Principal Executive Officer)/s/ John A. Stone

John A. Stone,
Chief Financial Officer
    
    May 13, 2010(Principal Financial Officer)/s/ William M. Adams

William M. Adams, Director
    
    May 13, 2010Douglas Banker, Director
    
    May 13, 2010/s/ Ronald C. Bernard

Ronald C. Bernard, Director
    
    May 13, 2010/s/ Jack Jacobs

Jack Jacobs, Director
    
    May 13, 2010/s/ Stephen W. Palley

Stephen W. Palley, Director
    
    May 13, 2010/s/ Mark A. Sellers, III

Mark A. Sellers, III
    
    May 13, 2010Chairman of the Board of DirectorsBruce Steinberg, Director
    
    May 13, 2010/s/ Samuel S. Weiser

Samuel S. Weiser, Director
    
    May 13, 2010
  65




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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 September 19, 2009
    
    
    
    8-K
    
    
    3.2
    
    
    09-21-094.1
    
    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
    
    Amended and Restated Employment Agreement, dated September 8, 2008,
between the Company and Harold W. Ingalls
    
    
    
    8-K
    
    
    99.1
    
    
    09-12-0810.12
    
    First Amendment, dated September 26, 2008, to Loan Agreement between
Bank of America, N.A. and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    09-30-0810.13
    
    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
    
    
    09-30-0810.14
    
    Severance Agreement, dated August 19, 2008, between the Company and
Bruce Eskowitz
    
    
    
    10-Q
    
    
    10.1
    
    
    10-10-0810.15
    
    Severance Agreement, dated August 19, 2008, by between the Company and
Brian Wainger
    
    
    
    10-Q
    
    
    10.2
    
    
    10-10-08
  66




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.16
    
    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
    
    
    12-04-0810.17
    
    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
    
    
    12-04-0810.18
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Douglas Banker
    
    
    
    8-K
    
    
    99.1
    
    
    12-19-0810.19
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and N. Nick Cretan
    
    
    
    8-K
    
    
    99.2
    
    
    12-19-0810.20
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Alan Reed
    
    
    
    8-K
    
    
    99.3
    
    
    12-19-0810.21
    
    Asset Purchase Agreement, dated December 29, 2008, between Premier
Merchandising, LLC and Dreamer Media, LLC
    
    
    
    8-K
    
    
    99.1
    
    
    01-05-0910.22
    
    Promissory Note, dated December 29, 2008, between Dreamer Media, LLC, as
maker, and Premier Merchandising, LLC, as payee
    
    
    
    8-K
    
    
    99.2
    
    
    01-05-0910.23
    
    Amended and Restated Employment Agreement, dated January 9, 2009,
between Kelli L. Kellar and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    01-07-0910.24
    
    Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.1
    
    
    10-20-0410.25
    
    Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.2
    
    
    10-20-0410.26
    
    Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option Plan
    
    
    
    Proxy
    
    App. A
    
    06-28-0610.27
    
    Employment Agreement, effective as of January 28, 2009, between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    04-24-0910.28
    
    Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan
    
    
    
    8-K
    
    
    10.1
    
    
    04-29-0910.29
    
    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
    
    
    04-29-0910.30
    
    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
    
    
    05-27-0910.31
    
    Convertible Note Purchase Agreement, dated May 6, 2009, by and between
Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.1
    
    
    05-13-0910.32
    
    Letter Agreement dated May 6, 2009, by and between Premier Exhibitions,
Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.2
    
    
    05-13-0910.33
    
    Form of Convertible Note issued by Premier Exhibitions, Inc. to Sellers
Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.3
    
    
    05-13-0910.34
    
    Form of Warrant issued by Premier Exhibitions, Inc. to Sellers Capital
Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    05-13-09
  67




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.35
    
    Form of Registration Rights Agreement by and between Premier
Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    05-13-0910.36#
    
    Consulting Agreement, dated February 2, 2009, by and among Premier
Exhibitions, Inc., Foxdale Management, LLC and Samuel S. Weiser
    
    
    
    10-Q
    
    
    10.6
    
    
    07-10-0910.37#
    
    Premier Exhibitions, Inc. 2009 Equity Incentive Plan
    
    
    
    S-8
    
    
    10.1
    
    
    08-17-0910.38#
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Nonqualified Stock Option Agreement
    
    
    
    S-8
    
    
    10.2
    
    
    08-17-0910.39#
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted
Shares Agreement
    
    
    
    S-8
    
    
    10.3
    
    
    08-17-0910.40#
    
    Employment Agreement, dated September 3, 2009, by and between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    09-08-0910.41#
    
    Nonqualified Stock Option Agreement, dated September 3, 2009, by and
between the Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.2
    
    
    09-08-0910.42#
    
    Letter Agreement, entered into as of September 25, 2009, by and between
the Company and S2BN Entertainment Corporation
    
    
    
    8-K
    
    
    10.1
    
    
    10-01-0910.43#
    
    Employment Agreement, dated June 2009, by and between the Company and
John A. Stone
    
    
    
    10-Q
    
    
    10.6
    
    
    10.13.0910.44#
    
    Restricted Shares Agreement, dated August 6, 2009, by and between the
Company and John A. Stone
    
    
    
    10-Q
    
    
    10.7
    
    
    10-13-0910.45#
    
    Consulting Agreement, dated October 8, 2009, by and between the Company
and Douglas Banker
    
    
    
    10-Q
    
    
    10.8
    
    
    10-13-0910.46#
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Non-Employee Director Restricted Stock Unit Grant Notice
    
    X10.47#
    
    Employment Agreement, dated
May 13, 2010, by and between the Company and
Kris Hart
    
    
    
    8-K
    
    
    10.1
    
    
    05-13-1010.48#
    
    Amended Employment Agreement, dated
May 13, 2010, by and between the
Company and Robert A. Brandon
    
    
    
    8-K
    
    
    10.2
    
    
    05-13-1014.1
    
    Premier Exhibitions, Inc. Code of Ethics
    
    X16.1
    
    Letter of Kempisty & Company Certified Public Accountants, P.C. to the
Securities and Exchange Commission, dated August 22, 2008
    
    
    
    8-K
    
    
    16.1
    
    
    08-27-0821.1
    
    Subsidiaries of the Company
    
    X23.1
    
    Consent of Cherry, Bekaert & Holland, L.L.P.
    
    X23.2
    
    Consent of Kempisty & Company Certified Public Accountants, P.C.
    
    X31.1
    
    Certification of President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    X31.2
    
    Certification of Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    X
  68




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date32.1
    
    Certification of President and Chief Executive Officer, and 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.  69