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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

Amendment 1





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended February 28, 2013

or



| ̈ | 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 Registered         
|Common 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







Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

At August 31, 2012 the aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was
approximately $58,804,000 based upon the closing price for such Common Stock as reported on the NASDAQ Global Market on August 31, 2012. For purposes of the foregoing calculation only, all directors and officers of the registrant have been
deemed affiliates.

The number of shares outstanding of the registrants common stock, as of May 26, 2013, was 49,339,642.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants proxy statement, which will be filed within 120 days of the end of the registrants fiscal year in
connection with the registrants 2013 annual meeting of shareholders, are incorporated by reference into Part III of this Form 10-K.









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EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of inserting the conformed signature of the Principal Financial Officer and Principal
Accounting Officer on page 152, which was inadvertently omitted from the initial filing. Except for this correction, there have been no changes in any of the financial or other information contained in the report. For convenience, the entire Annual
Report on Form 10-K, as amended, is being re-filed.



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TABLE OF CONTENTS



|                                                                                                                      |  |  |     | 
|--------------------------------------------------------------------------------------------------------------------- |  |  | --- | 
|FORWARD-LOOKING STATEMENTS                                                                                            |  |  | 1   | 
|                                                                                                                      | 
|EXPLANATORY NOTE                                                                                                      |  |  | 1   | 
|                                                                                                                      | 
|Part I                                                                                                                |  |  | 2   | 
|ITEM 1. BUSINESS                                                                                                      |  |  | 2   | 
|ITEM 1A. RISK FACTORS                                                                                                 |  |  | 13  | 
|ITEM 1B. UNRESOLVED STAFF COMMENTS                                                                                    |  |  | 19  | 
|ITEM 2. PROPERTIES                                                                                                    |  |  | 19  | 
|ITEM 3. LEGAL PROCEEDINGS                                                                                             |  |  | 21  | 
|ITEM 4. MINING SAFETY DISCLOSURE                                                                                      |  |  | 24  | 
|                                                                                                                      | 
|Part II                                                                                                               |  |  | 25  | 
|ITEM 
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  |  | 25  | 
|ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS                         |  |  | 26  | 
|ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                   |  |  | 87  | 
|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                          |  |  | 147 | 
|ITEM 9A. CONTROLS AND PROCEDURES                                                                                      |  |  | 147 | 
|ITEM 9B. OTHER INFORMATION                                                                                            |  |  | 148 | 
|                                                                                                                      | 
|Part III                                                                                                              |  |  | 148 | 
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  |  | 148 | 
|ITEM 11. EXECUTIVE COMPENSATION                                                                                       |  |  | 149 | 
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS               |  |  | 149 | 
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  |  | 149 | 
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  |  | 149 | 
|                                                                                                                      | 
|Part IV                                                                                                               |  |  | 150 | 
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                      |  |  | 150 | 



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As used in this Annual Report on Form 10-K for the year ended February 28, 2013 (the
Form 10-K), the terms Company, our, us or we refer to Premier Exhibitions, Inc. a Florida corporation.

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 margin 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.

EXPLANATORY NOTE

BACKGROUND OF THE RESTATEMENT

On May 1, 2013, the Audit Committee of Premier Exhibitions, Inc. (the Company), together with its independent registered
public accounting firm, concluded that certain previously issued financial statements should no longer be relied upon because of an error in such financial statements as addressed in Accounting Standards Codification 805 Business
Combinations.

The financial statements that should no longer be relied upon are those reported in the Forms 10-Q for the quarters
ending May 31, 2012, August 31, 2012 and November 30, 2012 and the Form 8-K/A dated July 6, 2012.

During fiscal
year 2013, the Company and its subsidiaries, Premier Exhibition Management, LLC (PEM) and PEM Newco, LLC (Newco), entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions
International, LLC (together, AEG) pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The purchase of the assets (the AEI Acquisition) was completed
contemporaneous with the signing of the Purchase Agreement in April 2012 and the acquisition was reported on a Current Report on Form 8-K filed April 20, 2012. The related audited financial statements of the acquired assets and unaudited
proforma information were filed on a Current Report on Form 8-K/A on July 6, 2012. The errors in the Companys financial statements relate to the purchase accounting for the AEI Acquisition and will result in a restatement of the
Companys balance sheet for those affected periods with resulting immaterial adjustments to the statements of operations and cash flows. None of the adjustments impacted operating income for those affected periods.

The consideration for the AEI acquisition was a 10% equity interest in PEM and a non-recourse and non-interest bearing promissory note in the
initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the Promissory Note). Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net revenues from exhibition
bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100% of the net revenues from
the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. Net
Revenues are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the following amount: (a) 5%
of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the
following minimum fees: $694,164 in calendar year 2012; $750,000 in calendar year 2013; $500,000 in calendar year 2014; and $250,000 in calendar years 2015 and 2016.



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If the Promissory Note is not satisfied in full at the maturity date, Newco shall satisfy any
shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the remaining tangible assets to AEG.
Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the
Company, PEM or Newco will have any liability with respect to any shortfall.

Due to the nature of the Promissory Note, it was accounted
for on the purchase date with a discount for the amount of the Promissory Note not expected to be repaid in accordance with Generally Accepted Accounting Principles. This valuation was based on information about the assets acquired and expected
revenues. As management operated the assets during the fiscal year and repayments of the Promissory Note exceeded expectations, management decided to retain an external valuation expert to review the Companys original valuation of the
Promissory Note as of the purchase date. As a result of this review, additional work was performed by management to evaluate the facts and circumstances as of the acquisition date. After consultation with the Audit Committee and the Companys
independent registered public accounting firm, the Company has determined that the accounting for the acquisition was incorrect. As a result of the incorrect accounting treatment, at the date of acquisition:



| |  |  | Prepaid expenses were overstated by $1.536 million, property and equipment were overstated by $560 thousand and the equity interest in PEM transferred as part of the purchase price was overstated by $1.782 million;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Goodwill was understated by $250 thousand, future rights fees were understated by $4.38 million and the note payable was understated by $4.316 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On the statement of operations, interest expense was understated and net income attributable to non-controlling members was overstated; as a result Net Income was overstated by $17 thousand in the quarter ended
May 31, 2012, $81 thousand in the quarter ended August 31, 2012, and $201 thousand in the quarter ended November 30, 2012; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There were no changes to cash reported and minimal changes to the Statement of Cash Flows.
| | - |  | ------------------------------------------------------------------------------------------

In
this Form 10-K, we therefore amend or restate the following types of financial information as of and for the reference periods in Note 23 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. The
following items of this Form 10-K are impacted as a result of this restatement:



| |  |  | Part I, Item 1A, Risk Factors
| | - |  | -----------------------------



| |  |  | Part II, Item 8, Financial Statements and Supplementary Data
| | - |  | ------------------------------------------------------------



| |  |  | Part II, Item 9A, Controls and Procedures
| | - |  | -----------------------------------------

PART I



|ITEM 1. | BUSINESS
|------- | --------

Titanic Ventures Limited Partnership (TVLP), a Connecticut limited
partnership, was formed in 1987 for the purposes of exploring the wreck of the R.M.S. Titanic and its surrounding oceanic areas. In May of 1993, RMS Titanic, Inc. (RMST) entered into a reverse merger under which RMST acquired all of the
assets and assumed all of the liabilities of TVLP and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a wholly-owned subsidiary. Additional
wholly-owned subsidiaries were established in order to operate the various domestic and international exhibitions of the Company.

On
September 29, 2011, the Company announced that it intended to separate its operations into two operating subdivisions. The change is intended to better position the Company to pursue strategic alternatives and manage both businesses
independently.

Our business has been divided into an exhibition management division and a content division. The content division is the
Companys existing subsidiary, RMST, which holds all of the Companys rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the
Companys possession, in addition to all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.



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The exhibition management division includes our exhibition operations and merchandising
operations. We formed a new entity, Premier Exhibition Management LLC (PEM), to manage all of the Companys exhibition operations. This includes the operation and management of our Bodies, Titanic (pursuant to an intercompany
agreement with RMST) and Dialog in the Dark exhibitions and merchandising related to these exhibits. PEM will also pursue fee for service arrangements to manage exhibitions based on content owned or controlled by third parties. On
April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and
Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring
exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates. Of these four exhibitions, the Company is currently touring only Real Pirates. The acquired assets include rights
agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets
include intellectual property related to proposed future exhibitions that the Company may further develop and produce. The Company will operate any such additional properties under its exhibition management subsidiary. Subsequent to the asset
purchase, Newco changed its name to Arts and Exhibitions International, LLC.

As part of the purchase price for the assets of AEI, 10% of
the ownership interest in Premier Exhibition Management LLC was transferred to AEG Live LLC. This ownership interest is reported as a non-controlling interest in our financial statements, and the financials of Premier Exhibition
Management LLC are reported on a consolidated basis.

The exhibition management division also includes our exhibition merchandising
business, conducted under the Companys wholly owned subsidiary, Premier Merchandising, LLC. This entity has purchased the merchandise rights related to the AEI exhibition properties, and also pursues other exhibition merchandising
opportunities.

The restructuring of the Company and changes in its management reflect that Premier has two operating segments 
Exhibition Operations and Content Management.

Overview

Premier Exhibitions, Inc. and subsidiaries, (the Company or Premier) is in the business of presenting to the public
museum-quality touring exhibitions around the world. Since our establishment, we have developed, deployed, and operated unique exhibition products that are presented to the public in exhibition centers, museums, and non-traditional venues. Income
from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales. As of February 28, 2013, we are configured to present three different types of exhibitions, as reflected in the following
table:



|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 
|---------------------------------------------------------------- |  | ---------------------------- | - |  | ------- |  | -- | ----- |  |  | -- | 
|                                                                 |  | Year Ended February 28, 2013 |  
|                                                                 |  | Stationary                   |   |  | Touring |  |    | Total | 
|Bodies... The Exhibition and Bodies Revealed                 |  |                              | 3 |  |         |  | 5  |       |  |  | 8  | 
|Titanic: The Artifact Exhibition and Titanic: The Experience |  |                              | 3 |  |         |  | 6  |       |  |  | 9  | 
|Exhibitions under management:                                    |  |                              |   |  |         |  |    |       |  |  |    | 
|Real Pirates                                                   |  |                              |  |  |         |  | 1  |       |  |  | 1  | 
|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 
|Total Exhibitions                                                |  |                              | 6 |  |         |  | 12 |       |  |  | 18 | 
|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 

Our touring exhibitions usually span four to six months. The stationary exhibitions are longer-term
engagements which are located in New York, New York, Las Vegas, Nevada, Orlando, Florida, and Atlanta, Georgia. In fiscal 2013, our New York, New York location was closed starting in late October 2012 due to the impact of Hurricane Sandy and
subsequent action by governmental authorities and the landlord. We are currently in negotiations to open a new location in New York City scheduled to open in the fall of 2014 which would include a BodiesThe Exhibition and a
Titanic: The Experience exhibition. In addition, we have leased an exhibition facility in Buena Park, California which will include a BodiesThe Exhibition and a Titanic: The Experience and is scheduled to open in
the second quarter of 2014.

In addition to developing new content for future exhibitions, the Company continually evaluates its touring
capacity and may expand or contract to suit the addressable market for its content.



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We first became known for our Titanic exhibitions which present the story of the ill-fated ocean
liner, the R.M.S. Titanic (the Titanic). The Titanic has captivated the imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in the North Atlantic on her maiden voyage approximately 400
miles off the coast of Newfoundland. More than 1,500 of the 2,228 lives on board the Titanic were lost.

We own approximately 5,500
Titanic artifacts recovered from the wreck site 2 1⁄2 miles below the oceans surface which we have the right to present at our exhibitions. In 1994, a
federal district court declared us salvor-in-possession of the Titanic wreck and wreck site, and, as such, we have the exclusive right to recover additional objects from the Titanic wreck site. Through our explorations, we have obtained and are in
possession of the largest collection of data, information, images and cultural materials associated with the Titanic shipwreck. We believe that our salvor-in-possession status puts us in the best position to provide for the archaeological,
scientific and educational interpretation, public awareness, historical conservation and stewardship of the Titanic shipwreck. As of February 28, 2013 we had the ability to present 9 concurrent Titanic exhibitions. Management continues to
explore ways to expand the Titanic model beyond the exhibition business to broaden the Companys reach.

In 2004, we diversified our
exhibitions beyond the Titanic and into human anatomy by acquiring licenses that give us rights to present exhibitions of human anatomy sets, each of which contains a collection of whole human body specimens plus single human organs and body parts.
As of February 28, 2013 we had the ability to present 8 concurrent human anatomy exhibitions of which 2 sets are being used by S2BN under a Co-promotion agreement.

In 2008, we further expanded our exhibition portfolio when we entered into a long-term license agreement to present an exhibition series
entitled Dialog in the Dark. Our Dialog in the Dark exhibitions were intended to provide visitors with an opportunity to experience the paradox of learning to see without the use of sight.

In February 2012 the Company decided to close its Atlanta, Georgia Dialog in the Dark exhibition effective March 6, 2012,
which resulted in an impairment charge of $60 thousand for exhibition licenses and $282 thousand of property and equipment related to our Dialog in the Dark exhibitions as these assets were determined to no longer be of use to the
Company. In addition, as part of our annual impairment testing of long-lived assets it was determined that the property and equipment related to our New York City Dialog in the Dark exhibition were impaired resulting in an impairment
charge of $648 thousand. The total impairment charge of $990 thousand related to Dialog in the Dark is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year ended
February 29, 2012. Our final remaining Dialog in the Dark exhibition became inactive when our facility at the South Street Seaport was closed due to Hurricane Sandy and subsequent action by governmental authorities and the landlord, and
management has decided not to reopen that exhibition. As of February 28, 2013 we have closed all of our Dialog in the Dark exhibitions and have no plans to re-open any Dialog in the Dark exhibitions.

South Street Seaport

The
Companys Bodies and Dialog in the Dark exhibitions at The South Street Seaport in New York City were closed during the end of October and remained closed through fiscal year ending February 28, 2013 due to complications from
Hurricane Sandy and subsequent action by governmental authorities and the landlord. The exhibitions remain closed. Municipal authorities have ordered that the building may not be reopened to the public until the landlord makes the
necessary repairs. In December 2012, the landlord notified the Company that it had no estimate for the date the facility would be reopened. On January 2, 2013, the landlord notified the Company that it intended to terminate the
Companys South Street Seaport lease on June 30, 2013.

During the months of November 2012 through February 2013, the Company
received no revenue at the Seaport. The revenue earned at the Seaport for the same months of fiscal 2012 was approximately $1.8 million. In addition, the Company incurred approximately $828 thousand of operating costs at the Seaport in
November 2012 through February 2013, as many advertising and other expenses could not be mitigated in the short term. The Company will not be resuming operations at the Seaport.

The Company has property and business interruption coverage at the Seaport and has submitted claims for each. The carrier has denied
coverage under both policies, and the Company and the carrier are entering into a mediation regarding the coverage decision. The amount of potential recovery for these claims is uncertain at this time, and the Company has not recorded a receivable
for insurance proceeds.



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Corporate Management

On November 30, 2011, the Company announced a change in its management structure due to the realignment of its business. Effective
November 28, 2011, the Company entered into an Amendment to the Employment Agreement between the Company and its then President and Chief Executive Officer, Christopher Davino. Pursuant to the Amendment, Mr. Davino relinquished the title
of Chief Executive Officer and President of the Company and was appointed as President of RMST. Effective April 30, 2012, Mr. Davinos employment as President of RMST ended upon the expiration of the term of his employment agreement.
Pursuant to the terms of his employment agreement, Mr. Davino resigned as a director effective that date.

Effective June 29,
2012, the Board of Directors of the Company appointed Samuel Weiser to the position of President and Chief Executive Officer. Mr. Weiser is currently a director of the Company, and will continue to serve in that capacity. Mr. Weiser, age
53, served as Interim Chief Financial Officer of the Company from May 2011 until June 27, 2011, and as Interim President and Chief Executive Officer from November 28, 2011 through June 29, 2012.

On June 29, 2012, the Company and Mr. Weiser also entered into an Employment Agreement (the Agreement). The Agreement
provides for Mr. Weisers employment for an indefinite term as President and Chief Executive Officer of the Company. The Agreement may be terminated by either party at any time, subject to certain severance provisions provided in the
Agreement. Pursuant to the agreement, the Company will pay Mr. Weiser a salary of $360,000 per year. In addition, Mr. Weiser will receive 250,000 stock appreciation rights and 99,074 restricted stock units under the Premier Exhibitions,
Inc. 2009 Equity Incentive Plan. 48,611 stock appreciation rights and 79,681 restricted stock units vested immediately, with the remainder vesting in thirty equal parts each month thereafter. The stock appreciation rights will be settled in cash,
and expire five years from the date of grant. The restricted stock units will be settled in stock. Upon a termination without cause or by Mr. Weiser for good reason, as such terms are defined in the employment agreement. Mr. Weiser would
be entitled to six months salary as severance plus vesting of his equity awards. Effective with the signing of this Agreement, the parties terminated the existing consulting agreement between the Company, Foxdale Management, LLC and
Mr. Weiser pursuant to which he provided services as Interim President and Chief Executive Officer.

The Company also announced on
July 2, 2012, that the Board of Directors of the Company appointed John Norman to the position of President of Arts and Exhibitions International, LLC (formerly PEM Newco, LLC), a subsidiary of Premier Exhibition Management LLC, which is a
subsidiary of the Company, effective June 25, 2012. Mr. Norman, age 53, previously served as President of the Arts and Exhibitions International division of AEG Live, until the Companys April 2012 acquisition of substantially
all of its assets. Mr. Norman previously served as Co-President and Chief Operating Officer of Clear Channel Exhibitions, and prior thereto as Senior Vice President of SFX Entertainment. On April 2, 2013, the Company appointed
Mr. Norman to the additional position of President of Premier Exhibition Management, LLC, the Companys exhibition operations subsidiary.

On June 25, 2012, Arts and Exhibitions International, LLC, and Mr. Norman also entered into an Employment Agreement (the
Norman Agreement). The Norman Agreement provides for Mr. Normans employment for a two year term as President of Arts and Exhibitions International, LLC (formerly PEM Newco, LLC). The Agreement may be terminated by either party
at any time, subject to certain severance provisions provided in the Agreement. Pursuant to the agreement, the Company will pay Mr. Norman a salary of $320,000 per year. In addition, Mr. Norman has the opportunity to earn an annual cash
bonus of up to 100% of his base salary. The bonus is calculated as (a) 15% of the management fee earned by Arts and Exhibitions International, LLC, above the minimum management fee earned pursuant to the AEI Purchase Agreement with AEG Live,
LLC, plus (b) 10% of the gross profit of Arts and Exhibitions International, LLC, that is based on new content, plus (c) 2.5% of the annual EBITDA of Premier Exhibition Management LLC. Upon a termination without cause or by Mr. Norman
for good reason, as such terms are defined in the Norman Agreement; Mr. Norman would be entitled to six months salary as severance.

On December 5, 2012, the Company also announced that Robert Brandon, General Counsel and Senior Vice President Business Affairs of the
Company, would not be extending his employment agreement and would cease being an officer of the Company as of January 4, 2013.

Strategic Restructuring

On September 29, 2011, the Company announced that it intended to separate its operations into two operating subdivisions, which function
as separate divisions of Premier. The change is intended to better position the Company to pursue strategic alternatives and manage both businesses independently.

Our business has been divided into an exhibition management subsidiary and a content subsidiary. The content division is the Companys
existing subsidiary, RMST, which holds all of the Companys rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Companys
possession, in addition to all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.



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We also formed a new entity, Premier Exhibition Management LLC (PEM), to manage all
of the Companys exhibition operations. This includes the operation and management of our Bodies, Titanic and Dialog in the Dark exhibitions. PEM will also pursue fee for service arrangements to manage exhibitions based on content
owned or controlled by third parties.

Sale of Titanic Artifacts

On December 20, 2011, Premier entered into an agreement with Guernseys auction house to conduct a sale of the Companys Titanic
artifact collection and related intellectual property. The artifactscoupled with the work product, intellectual property and certain undertakings of the Company including the costs of salvage, lab operations and exhibition rightswere
appraised in 2007 at a total value of approximately $189 million. The appraised value of $189 million has not been updated in the last several years and does not include the intellectual property acquired from the 2010 expedition. In addition, this
appraisal does not ascribe any value to the Companys salvor-in-possession rights and does not consider the court ordered covenants and conditions to a sale. These assets are reflected in the Consolidated Balance Sheet dated February 28,
2013, at a book value of $7.1 million.

The formal auction process ended on April 10, 2012, and the Company announced that it was in
discussions with multiple parties for the potential purchase of its Titanic artifacts collection and would conduct these negotiations and due diligence in confidence. Consequently, the Company indicated it would provide an additional update to
shareholders as soon as practical and the press conference originally scheduled for April 11, 2012, was postponed accordingly.

On
October 15, 2012, the Company announced that it had entered into a non-binding letter of intent with an entity representing a group of individuals (the Consortium) working to effect a purchase of the stock of RMS Titanic, Inc., for
educational, regional economic development and cultural purposes. The letter of intent is confidential, and is subject to the parties negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter
of intent is designed to allow the Consortium the opportunity to secure its financing sources, prepare to handle and house the collection of artifacts and to continue its efforts to establish public and private support for the venture. While this
process is ongoing, the Companys Board has authorized management to consider, and if appropriate to pursue, other strategic alternatives. The Board is working to evaluate all options available to maximize shareholder value. There is no
guarantee that a transaction or series of transactions will result from this process.

AEI Transaction

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco), both subsidiaries of
the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC
(AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I AM and Real Pirates. Of these four
exhibitions, the Company is currently touring only Real Pirates. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing
exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce. The Company
will operate any such additional properties under its exhibition management subsidiary.

Exhibit Merchandising Transaction

On July 12, 2012 the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand. As part of the
acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to Tutankhamun and the Golden Age of the Pharaohs, Cleopatra: The Exhibition and Real Pirates. These
merchandising rights are operated under our Premier Merchandising, LLC subsidiary.

Premiers principal executive offices are located
at 3340 Peachtree Road, NE, Suite 900, Atlanta, Georgia 30326 and the Companys telephone number is (404) 842-2600. The Company is a Florida corporation and maintains websites located at www.prxi.com,
http://www.rmstitanic.net, http://bodiestheexhibition.com, www.bodiesrevealed.com, www.thetitanicstore.com, http://prxi.com/exhibitions/titanic-the-artifact-exhibition.html,
http://prxi.com/exhibitions/titanic-the-experience.html, http://prxi.com/exhibitions/bodies-the-exhibition.html, http://prxi.com/exhibitions/dialog-in-the-dark.html, http://prxi.com/exhibitions/bodies-revealed.html,
http://prxi.com/exhibitions/tutankhamun.html,

http://prxi.com/exhibitions/real-pirates.html,
http://prxi.com/exhibitions/cleopatra, html http://prxi.com/exhibitions/america-i-am.html.Information on Premiers websites are not part of this report.



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Exhibitions

Titanic: The Artifact Exhibition and Titanic: The Experience

By featuring the artifacts recovered from the wreck site, our exhibitions tell the Titanics story from construction through her sinking
and discovery as well as the Companys efforts to preserve the wreck site and conserve recovered artifacts. The artifacts are placed in historically correct re-creations of the significant rooms onboard the ship and are illuminated by moving
stories of her passengers and crew. The Company has supplemented the exhibitions with assets generated during the 2010 Titanic expedition such as 3D exhibitry and film. Approximately 23 million visitors have attended our Titanic exhibitions at
venues throughout the world, including in the United States (U.S.), Canada, Czech Republic, Germany, Norway, France, Greece, Japan, Switzerland, Chile, Argentina, China, Mexico, Hungary, South Korea, Spain, Brazil, the United Kingdom,
and Australia. During fiscal 2013, we presented 9 separate Titanic exhibitions at 18 venues, including Titanic: The Experience.

Consistent with the Companys desire to increase its number of permanent exhibitions, on October 17, 2011 the Company purchased the
assets of a Titanic-themed exhibition (Titanic: The Experience or TTE) in Orlando, Florida. The Company believes that it has not historically fully realized the Orlando market, as a heavily tourist market, and seeks to do so through this
acquisition.

The Company has supplemented the current exhibition with authentic Titanic artifacts from our existing collections and also
by including assets generated during the 2010 Titanic expedition such as 3D exhibitry and film. In addition, this exhibition will increase the Companys penetration into the Orlando market for merchandise sales.

Bodies... The Exhibition and Bodies Revealed

We presently have the right to display multiple human anatomy sets, each of which contains a collection of whole human body specimens plus
single human organs and body parts, which are known as Bodies Revealed and Bodies... The Exhibition. We secured the rights to produce these two types of human anatomy exhibitions through separate exhibition agreements. During
the fiscal 2013, we presented 8 separate Bodies exhibitions at 14 venues.

These specimens are assembled into anatomy-based exhibitions
featuring preserved human bodies, organs and body parts to offer the public an opportunity to view the intricacies and complexities of the human body. The exhibitions include displays of dissected human bodies which are permanently preserved through
a process called polymer preservation, also known as plastination. In essence, the bodies are drained of all fat and fluids, which are replaced with polymers such as silicone rubber, epoxy and polyester. This preserves the flesh and maintains its
natural look. Skin from the bodies is removed, or partially removed, to reveal musculoskeletal, nervous, circulatory, and reproductive or digestive systems. The full body specimens are complimented by presentation cases of related individual organs
and body parts, both healthy and diseased, that provide a detailed look into the elements that comprise each system of the body. Using more than 200 specimens, each exhibition follows a systems-based approach to human anatomy which examines the
skeletal, muscular, nervous, digestive, respiratory, circulatory, urinary, integumentary (skin, sweat glands, hair, and nails), and reproductive systems.

Our full-body specimens and individual organs were obtained through plastination facilities mostly in China. The full body specimens are
persons who lived in China and died from natural causes. Most of the bodies were unclaimed at death, and were ultimately delivered to medical schools for education and research. Where known, information about the identities, medical history and
causes of death is kept strictly confidential. China has a large and highly competent group of anatomists and dissectors, who are essential to properly preparing these specimens for exhibition and educational purposes. In a number of cases, our
medical director has been able to identify medical problems that were present in certain organs and, where appropriate, those organs were clearly labeled in the exhibitions. For example, an emphysema-diseased lung is displayed and identified, giving
the visitors a visual understanding of the effects of the disease.



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Arts and Exhibitions International, LLC (AEI)

On April 20, 2012, we expanded our exhibition portfolio through the purchase of the exhibition business of AEI which gave us the rights to
present the following four exhibitions:

Tutankhamun and the Golden Age of the Pharaohs

For the first time in a generation, King Tuts treasures were under license from Egypts Supreme Council of Antiquities and drew
record-breaking crowds at museums around the world. The exhibition includes an array of possessions unearthed from Tutankhamuns tomb, including King Tuts golden canopic coffinette and the crown found on his head when the tomb was
discovered. Attendees learn about the extraordinary discovery of King Tuts tomb and the belief and burial processes of Ancient Egypt, and view results from the latest scientific testing conducted on King Tuts mummy and what it is
telling researchers about his life and death. More than nine million visitors have attended the exhibition to date. This exhibition was closed in January 2013.

Cleopatra: The Exhibition

The world of Cleopatra lost to the sea and sand for nearly 2,000 years, surfaced in Cleopatra: the Exhibition. Never-before-seen
artifacts and multi-media atmospheres give visitors a front-row seat in the riveting present-day quest for Cleopatra VII, which extends from the sands of Egypt to the depths of the Mediterranean Sea. More than 150 artifacts from Cleopatras
world represent facets of her elusive history, from her family to the places she lived, walked and worshiped. These artifacts were on view in the U.S. for the first time, bringing with them new insights into the tragedies and triumphs of one of the
most remarkable and intriguing leaders in history. This exhibition was closed in January 2013 as the artifacts were returned to Egypt.

Real Pirates

Real Pirates tells the compelling story of the Whydah, the first authenticated pirate shipwreck in U.S. waters, and the stories of the diverse
people whose lives converged on the vessel. Sunk in a fierce storm off the coast of Cape Cod, Massachusetts in April 1717, the Whydah was located in 1984 by underwater explorer Barry Clifford, who had been fascinated with finding the ship since
tales from his youth. Many before him tried and failed, and only after decades of tireless searching did Clifford discover the wreck site, which hes still actively excavating today.

The exhibition features more than 200 authentic items recovered from the Whydah  real treasure last touched by real pirates. Ranging
from canons and coins and from the massive ships bell to personal items that the pirates wore, visitors are given an unprecedented glimpse into unique economic, political and social circumstances of the early 18th-century Caribbean.

Effective November 13, 2012, the Company signed a binding letter of intent with Barry Clifford to develop and present a second Real
Pirates exhibition, which the Company began touring in March 2013.

America I AM: The African American Imprint

Presented in partnership with broadcaster Tavis Smiley, this unprecedented travelling museum exhibition celebrates the
extraordinary impact of African Americans on our nation and the world. From the first Africans who arrived in Jamestown to the nations first black president, this award-winning exhibition takes visitors from all walks of life on an emotional
journey through history. Spanning 500 years, the exhibition includes artifacts, documents, multimedia, photos and music that have helped shape the nation and the way we live today. This exhibition was closed in March 2013.

New Content

The Company continues
to pursue new content opportunities. To mitigate the risk associated with building an exhibition and then trying to book the exhibition after incurring the capital expenditure, the Company has begun optioning new content opportunities to assess
market demand and evaluate the expected return on the investment based on that market assessment. The Company currently has 4 new projects optioned and one new project in development. In November 2013, we plan to open an exhibition at the Franklin
Institute that tells the story of Pompeii. Through a license with an agency of the Italian government, the Company can present up to three Pompeii exhibitions using the artifacts from Pompeiis ruins.



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Other Exhibitions

Playboy

On
May 20, 2008 the Company entered into a License Agreement (the Agreement) with Playboy Enterprises International, Inc. (Playboy) for the right to present and promote new exhibitions related to the Playboy brand. We paid
a $250 thousand license fee advance to Playboy under this agreement in May 2008, and agreed to pay certain additional advances through the five year term of the agreement. The Company and S2BN Entertainment Corporation (S2BN) entered
into a joint venture agreement on May 14, 2010 and agreed to jointly develop, design, and produce a Playboy exhibit. S2BN agreed to reimburse 50 percent of the enumerated costs incurred related to the initial exhibit concept. During fiscal
2011, we amended our May 2008 agreement to revise the payment due dates for $300 thousand of license fee advances due for each of calendar years 2010 and 2011 and to establish a $300 thousand license fee advance payable for each of calendar years
2013 and 2014, subject to a unilateral termination right to which the Company was entitled. The unilateral termination right required the Company to pay a $300 thousand termination fee unless the termination right was exercised on or prior to
August 31, 2011, in which case the Company was entitled to apply the 2011 license fee advance of $300 thousand to the termination fee that would otherwise be payable.

On August 25, 2011, the Company notified Playboy that the joint venture was terminating the Agreement pursuant to the unilateral
termination right the Company had negotiated, which resulted in the automatic waiver of the $300 thousand termination fee otherwise payable if the termination was effected prior to the end of August, 2011. While the Agreement provided that the joint
venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contended that Playboy had previously breached the License Agreement, and the joint venture accordingly reserved
its rights to pursue all remedies and damages (and accordingly withheld such final license fee installment to cover a portion of those damages sustained by us). Due to the termination of the agreement with Playboy, the Company recorded an impairment
charge of $217 thousand for Playboy licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress, comprised of expenses incurred in the creation of the Playboy exhibit. The
total impairment charge of $358 thousand related to Playboy is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year ended February 29, 2012.

Due to the termination of the Agreement and the related impairments, S2BNs investment in the joint venture through its payment of 50
percent of the costs of the potential exhibit was fully impaired in the second quarter of fiscal 2012. An impairment charge of $197 thousand is reflected in Net loss attributable to non-controlling interest on the Consolidated Statements of
Operations for the fiscal year ended February 29, 2012.

Dialog in the Dark

In 2008, we further expanded our exhibition portfolio when we entered into a long-term license agreement to present an exhibition series
entitled Dialog in the Dark. Our Dialog in the Dark exhibitions were intended to provide visitors with an opportunity to experience the paradox of learning to see without the use of sight. As of February 28,
2013 we have closed all of our Dialog in the Dark exhibitions and have no plans to re-open any Dialog in the Dark exhibitions. All assets related to this exhibition were impaired as of February 29, 2012.

We intend to acquire, develop and present additional new exhibitions for presentation in the future, including exhibitions both related and
unrelated to our currently ongoing exhibitions. Management has created a process to evaluate and develop new content that can be used to create new touring exhibitions.

Titanic Expeditions

In
August 1987, TVLP contracted with the Institute of France for the Research and Exploration of the Sea (IFREMER) to conduct an expedition and dive to the wreck of the Titanic. Approximately 2,000 objects were recovered and 140 hours of
video tape footage and an estimated seven thousand still photographs were taken during the course of the 32 dives in that original expedition. A French maritime tribunal subsequently conveyed to us title to these artifacts. In 1993, RMST acquired
all of the assets and assumed all of the liabilities of TVLP. In July 2004, the U.S. District Court for the Eastern District of Virginia (the District Court) concluded that such conveyance by the French tribunal was not valid and sought
to deprive us of title to these artifacts. We appealed that decision to the U.S. Court of Appeals for the Fourth Circuit (the Appellate Court). On January 31, 2006, the Court of Appeals reversed and vacated the ruling of the lower
court. This decision reaffirmed the validity of our title to the approximately 2,000 artifacts recovered during the 1987 expedition.



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We completed additional expeditions to the wreck of the Titanic in 1994, 1996, 1998, 2000 and
2004 recovering approximately 3,500 additional artifacts and additional video tape footage and still photographs. With the depth of the Titanic wreck approximately two and one-half miles below the surface of the North Atlantic Ocean, our ability to
conduct expeditions to the Titanic has been subject to the availability of necessary research and recovery vessels and equipment for chartering by us from June to September, which is the open weather window for such activities.

2010 Expedition to Titanic Wreck Site

During August and September 2010, our wholly owned subsidiary RMST, as salvor-in-possession of the RMS Titanic (the Titanic) and
its wreck site, conducted an expedition to the Titanic wreck site. RMST brought together an alliance of the worlds leading archaeologists, oceanographers and scientists together with U.S. governmental agencies to join RMST in the 2010
expedition to the wreck site and the post-expedition scientific study. This alliance included the Woods Hole Oceanographic Institution (WHOI), the Institute of Nautical Archaeology (INA), the National Oceanic Atmospheric
Administrations Office of the National Marine Sanctuaries (NOAA/ONMS), The National Park Services Submerged Resources Center (NPS) and the Waitt Institute. Never before had all of these entities partnered to work
together on one project. While all of these parties worked together to participate in the expedition, RMST has sole legal ownership of the film footage, data, and other assets generated from the expedition.

While the general purpose of the expedition was to collect and interpret archeological and scientific data utilizing state-of-the-art high
definition 2D and 3D cameras and sonar scanning equipment, the Company also planned and executed the expedition in order to create digital assets for commercial purposes, including a 2D documentary that was aired by a major cable network in April
2012, a separate HD3D film featuring a tour of the bow and stern sections of the ship that is now being distributed, and assets to be utilized in enhancing the Titanic exhibitions, as well as other applications. The collected data will also provide
the basis for an archaeological site plan, and ultimately a long-term management plan for the Titanic wreck site.

We have capitalized
$4.5 million of costs related to the expedition, discussed in more detail below, which have been allocated to specific assets as reflected in the following table (in thousands).



|                                         |  |                   |       |  |                   |   |       | 
|---------------------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                                         |  | February 28, 2013 |       |  | February 29, 2012 |  
|3D film                                  |  | $                 | 1,817 |  |                   | $ | 1,817 | 
|3D exhibitry                             |  |                   | 857   |  |                   |   | 857   | 
|2D documentary                           |  |                   | 631   |  |                   |   | 631   | 
|Gaming application and other application |  |                   | 886   |  |                   |   | 886   | 
|Expedition web point of presence         |  |                   | 317   |  |                   |   | 317   | 
|                                         |  |                   |       |  |                   |   |       | 
|Total expedition costs capitalized       |  |                   | 4,508 |  |                   |   | 4,508 | 
|Less: Accumulated amortization           |  |                   | 475   |  |                   |   | 175   | 
|Accumulated depreciation                 |  |                   | 421   |  |                   |   | 158   | 
|                                         |  |                   |       |  |                   |   |       | 
|Expedition costs capitalized, net        |  | $                 | 3,612 |  |                   | $ | 4,175 | 
|                                         |  |                   |       |  |                   |   |       | 

In order to increase interest in the expedition, the Company established a central web point of presence for
the expedition (ExpeditionTitanic.com), which will also continue to serve as the central site to convey the ongoing efforts to preserve the legacy of the Titanic. During the 2010 expedition, the website featured updates from the crew and other
expedition participants, images of the wreck site, and photo/live feed updates that allowed visitors to the site to follow the expedition as it was in process. These features account for most of the capitalized website costs of $317 thousand, which
were capitalized in accordance with ASC 350, Intangibles  Goodwill and Other (ASC 350), as they served as a significant draw to the website and also have future value as assets to be used in our exhibits and/or movies.
The remaining capitalized website costs were for additional graphics, which were also capitalized in accordance with ASC 350. Website costs are depreciated on a straight-line basis, using a three year useful life.



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In addition, during fiscal 2011 the Company capitalized an additional $3.9 million in costs
related to the expedition, comprised of $562 thousand in general management costs and $3.3 million in ship charter costs, underwater gear, and filming costs. Costs directly related to the 2D documentary, 3D film, 3D exhibitry or gaming and other
applications were separately ascribed to the respective assets; additional costs related to all four types of assets were allocated ratably based on the anticipated future revenue associated with the asset, based on the reasonable expectations of
management. Included in these costs is $2.0 million related to agreements with WHOI for optical services and the use of two autonomous underwater vehicles.

During fiscal 2012, as additional assets were developed by our vendors, an additional $262 thousand in underwater gear and filming cost was
capitalized.

In addition, a significant project such as this requires management by a team of professionals, from the Expedition Leader
to other individuals specializing in project management, legal and other specialties which were necessary to ensure that the expedition was conducted efficiently and effectively. A portion of the general management expenses that we capitalized is an
allocation of production overhead, which, in accordance with Accounting Standards Codification 926-20-25-2, includes an allocation of costs of the individuals with either exclusive or significant responsibility for the production of a film. For
those individuals with a significant, but not an exclusive responsibility, we allocated their costs based on hours worked related to the expedition and tasks related to the development of the film versus hours worked on other matters. In addition,
included in capitalized general management expenses are legal and public relations costs incurred associated with the creation of the digital assets.

The web point of presence and 3D exhibitry assets are included in Property and equipment on the Consolidated Balance Sheets. The 3D film, 2D
documentary, gaming, and other application assets are included in Film, gaming and other application assets on the Consolidated Balance Sheets.

Certain costs related to the expedition were expensed as incurred, and not included in the capitalized assets discussed above. Examples of
these expenditures include costs to advertise the expedition, ongoing maintenance of the expedition web point of presence, certain legal and public relations fees, mapping and profiling of Titanic artifacts, and any management costs subsequent to
the ships return in September 2010.

Estimated depreciation and amortization expense for the 3D exhibitry, 2D and 3D film, gaming
and other application and web point of presence for each of the five succeeding fiscal years is as follows:



|            |  |        |       | 
|----------- |  | ------ | ----- | 
|Fiscal Year |  | Amount |      
|2014        |  | $      | 850   | 
|2015        |  |        | 797   | 
|2016        |  |        | 797   | 
|2017        |  |        | 797   | 
|2018        |  |        | 371   | 
|            |  |        |       | 
|Total       |  | $      | 3,612 | 
|            |  |        |       | 

Science, Archaeology and Conservation Related to the Titanic and Titanic Artifacts

In addition to being important to our exhibition business, the Titanic is an important archaeological, historical and cultural site. In
addition to the alliance brought together for the 2010 expedition described above, we have long standing relationships with several other archaeologists and conservators for services to aid in stewardship of the Titanic wreck site. Upon recovery
from the Titanic wreck site, artifacts are in varying states of deterioration. Having been submerged in the ocean for almost 100 years, artifacts have been subjected to the corrosive effects of seawater. The conservation of all artifacts recovered
from the wreck site of the Titanic is an extensive process that employs many techniques in order to stabilize them for display in our exhibitions. We also own and maintain an extensive database, together with digital and photographic archives, that
establish, with certainty, the origin of the artifacts.



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Merchandising

We earn revenue from the sale of exclusively sourced merchandise, such as apparel, posters, gifts and Titanic-related jewelry (some of which
utilizes coal we have recovered from the shipwreck). In addition, we also publish exhibition catalogs and provide ancillary services such as audio tours and visitor exhibition themed photographs, which are sold at our exhibition gift
shops. We intend to continue to focus on merchandising activities at all our exhibition locations to increase revenue per attendee and our margins on these sales.

During the second quarter of fiscal 2011, we launched an e-commerce website that allows us to sell merchandise related to our shows over the
internet. Also, at the end of the third quarter of fiscal 2012, we re-launched our e-commerce website as www.thetitanicstore.com, which offers Titanic-themed merchandise.

Consistent with the Companys desire to take advantage of additional distribution channels for our merchandise, we entered into
agreements with a direct response marketer, and an online and television retailer, to produce, market, and sell Titanic-themed merchandise in order to capitalize on the 100th anniversary of the
sinking of the Titanic in April 2012. The agreement with the direct response marketer is for the development and promotion, via direct channels of distribution, of Titanic commemorative jewelry and other items. The agreement with the online and
television retailer was for the development and promotion of jewelry, housewares, fragrances, and other Titanic-themed merchandise inspired by, or replicated based on authentic artifacts. This merchandise was launched during a television program
aired in April 2012. Due to the strength of the April 2012 show an additional airing was done during the same month. In addition, the merchandise is also available on the retailers website.

On July 12, 2012 the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand. As part of the
acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to Tutankhamun and the Golden Age of the Pharaohs, Cleopatra: The Exhibition and Real Pirates. These
merchandising rights are operated under our Premier Merchandising, LLC subsidiary.

Information Regarding Exhibitions Outside the United States

Our exhibitions tour regularly outside the U.S. Approximately 3.0% of our revenues and 12.3% of attendance in fiscal 2013 resulted
from exhibition activities outside the U.S, as compared to 20.7% and 24.9% in fiscal 2012. Many of our financial arrangements with our international trade partners are based upon foreign currencies, which exposes the Company to the risk of currency
fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring. See Risk Factors in this report for more information.

Competition

The entertainment and
exhibition industries are highly competitive. In addition to competition from other exhibition offerings, we face competition with the broader market for consumer entertainment and discretionary spending. We believe that our many years of experience
in the exhibition industry have enabled us to present exhibitions with mass appeal to consumers of entertainment, museum, scientific and educational offerings. These consumers recognize the quality and value of the educational experience that our
exhibitions offer.

Environmental Matters

We are subject to environmental laws and regulation by federal, state and local authorities in connection with our planned exhibition
activities. We do not anticipate that the costs to comply with such laws and regulations will have material effect on our capital expenditures, earnings or competitive position.

Employees

As of February 28, 2013,
we had 68 full-time employees. We are not a party to any collective bargaining agreements and we believe that our relations with our employees are good. Additionally, from time to time we rely upon part-time employees and contractors for the
production and operations of our self run exhibitions. As of February 28, 2013, we employed 123 part-time employees. Contractors are hired on an as needed basis.



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Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, therefore, we file periodic reports,
proxy statements and other information with the Securities and Exchange Commission (SEC).

Our corporate website is
www.prxi.com. On our website, we make available, free of charge, documents we have filed with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those
reports filed with or furnished to the SEC. This information is available on our website as soon as reasonably practicable after we electronically file such materials with, or furnish such information to the SEC. Our SEC reports can be accessed
through the Investor Relations subsection under The Company heading on our website. The other information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

In addition, our Code of Ethics and the charters for our Audit Committee, Compensation Committee and Corporate Governance and Nominating
Committee are available on our website.



|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.

If we are unable to effectively manage the integration of the Arts
and Exhibitions International, LLC properties into our existing operations, it could negatively impact our results of operations and financial condition.

We have recently acquired the assets of Arts and Exhibitions International, LLC, including the touring exhibition properties
Tutankhamun: The Golden King and the Great Pharaohs, Cleopatra: The Search for the Last Queen of Egypt, Real Pirates, and America I AM. Due to the nature of the asset purchase transaction, no cash was
required to complete the transaction other than transaction costs such as investment banking, legal and accounting fees and the promissory note will be repaid only from revenues derived from the assets. However, integration of these exhibitions into
our operations will require significant management attention, and our failure to effectively and efficiently operate these assets could harm our relationships with partners in exhibition community, limit our future opportunities for fee for service
arrangements or cause us to incur losses.

The restatement of our consolidated financial statements may affect shareholder confidence,
may consume a significant amount of our time and resources and may have an adverse effect on our business.

As discussed in
Note 23 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K and the Explanatory Note above, we have restated in this Form 10-K our consolidated financial statements for the quarters
ended May 31, 2012, August 31, 2012 and November 30, 2012 to correct certain errors in those financial statements. The errors related to our historical purchase accounting as it relates to our purchase of the assets of Arts
and Exhibition International, LLC, as further discussed in Note 23.

While we have taken measures to prevent future restatements we cannot
be certain that the measures we have taken since we completed the restatement process will ensure that restatements will not occur in the future. The restatement may affect investor confidence in the accuracy of our financial disclosures and may
raise reputational issues for our business.

The restatement process was resource-intensive and involved a significant amount of attention
from management, and significant accounting costs. Although we have now completed the restatement, we cannot guarantee that we will not receive inquiries from the Securities and Exchange Commission (the SEC) or the Nasdaq Stock
Market LLC (Nasdaq) regarding our restated financial statements or matters relating thereto. Any future inquiries from the SEC or the Nasdaq as a result of the restatement of our historical financial statements will, regardless of the
outcome, likely consume a significant amount of our internal resources and result in additional legal and accounting costs.

Each of these
risks described above could have an adverse effect on our business, results of operations and financial condition.



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We cannot assure investors that remediation efforts we have taken to address the material
weaknesses in our internal controls that led to our restatement will prevent future material weaknesses.

We have identified control
deficiencies in our financial reporting process that constituted a material weakness, leading to the restatement of our previously issued quarterly financial statements. We have undertaken measures to remediate these weaknesses. There can be no
assurance that we will not suffer from other material weaknesses in the future. If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, it could result in a
material misstatement of our annual or quarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to
raise capital and have a negative effect on the trading price of our common stock.

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.

We can provide no assurances that our cash flow from operations will improve sufficiently to finance our ongoing operations or to make
investments necessary for future growth. During fiscal 2013, we had net income of approximately $2.0 million and our cash balance was approximately $6.4 million as of February 28, 2013. We currently do not have access to a revolving credit
facility. There can be no assurance that our cash flows from operations will improve sufficiently during the next 12 months to fund our ongoing operations beyond that time. We might need to raise additional financing, which might not be
available to us or might only be available to us on terms that are not favorable. If we are unable to sufficiently improve our financial performance or obtain financing, if and when we may need it, we may not be able to continue operations as
they are currently anticipated or we may be unable to make capital investments needed for our existing exhibits or to develop new exhibits.

We have announced our intention to sell the artifacts we have recovered from the Titanic wreck site. We may not be able to maximize the
full value associated with title to these artifacts.

In August, 2011 the U.S. District Court for the Eastern District of
Virginia, Norfolk Division issued an Order granting us an in-specie award to all of the artifacts we have recovered from the Titanic wreck since after the Companys first expedition in 1987. Together with the October, 1993 Order
from the French Maritime Tribunal granting us an in specie award to all of the artifacts recovered in our 1987 expedition, we now have title to all of the artifacts we have recovered from the Titanic wreck. Both of these in-specie awards come
with certain limitations which govern how we care for the artifacts and how they may be sold.

We have recently announced our intent to
pursue a sale of the artifacts by auction or privately negotiated sale and our entry into a consignment agreement with Guernseys auction house to pursue a sale. We could fail to sell the artifacts in a timely manner or fail to sell the
artifacts at or above their appraised value. Our ability or inability to successfully complete a sale of the artifacts may affect our results of operations and financial condition. The sale process will also consume significant management time and
Company resources, which may impact our operations. In addition, the announcement by the Company that the sale process will require more time than was originally anticipated may negatively impact our share price and/or our ability to complete a sale
on favorable terms.

If we do not successfully complete a sale of the artifacts, or cannot complete a sale on terms favorable to the
Company, we could be less able to put the artifacts to good and profitable use in the future, particularly in light of the uncertainty created by the sale process. In addition, our stock price may be negatively impacted if we are unable to sell the
assets on favorable terms, which may reduce our ability to raise capital that may be necessary to fund ongoing operations. If we do sell the artifacts, we might lose the right to exhibit the artifacts or to use the associated intellectual property,
which would reduce our revenues. Any of these factors could affect our results of operations and financial condition.

Our inability to
develop new exhibitions could seriously harm our results of operations and financial condition.

Our business depends on our ability
to develop and execute new exhibitions to complement our existing exhibitions. If we are unable to identify new exhibitions or if we do not have sufficient capital to develop new exhibitions, our results of operations and financial condition could
be seriously harmed.



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The success of our businesses is dependent on the existence and maintenance of intellectual
property rights in the products and services we create.

The value to us of our intellectual property is dependent on a number of
factors, including the existence and application of laws in the U.S. and in jurisdictions around the world, the manner in which those laws are applied, and the efforts taken by the Company to protect and enforce its rights.

The unauthorized use of our intellectual property by others may reduce our revenues and increase the cost of protecting our intellectual
property. The unauthorized use of intellectual property in the entertainment industry in general continues to pose significant challenges. Inadequate laws or weak enforcement mechanisms to protect intellectual property in one country can adversely
affect the results of the Companys operations worldwide, despite the Companys efforts to protect its intellectual property. The international nature of our entertainment business requires us to devote substantial resources to protecting
our intellectual property against unlicensed use.

With respect to intellectual property owned by the Company, the Company is subject to
challenges by third parties. Successful challenges to the ownership of our intellectual property may result in increased costs or the loss of the opportunity to earn revenue derived from the intellectual property that is the subject of challenged
rights.

The sale of our common stock to LPC may cause dilution and the sale of the shares of common stock acquired by LPC could cause
the price of our common stock to decline.

In connection with entering into the Purchase Agreement with Lincoln Park Capital Fund, LLC
(LPC), we authorized the issuance to LPC of up to 5,298,330 shares of our common stock and filed a registration statement allowing the resale of those shares. The number of shares ultimately offered for sale by LPC is dependent upon the
number of shares the Company sells to LPC under the agreement. While we have been unable to sell shares to LPC from the date we discovered errors in our quarterly financial statements until the date we filed the restated financial statements on this
Form 10-K, we could sell additional shares in the future. The purchase price for the common stock to be sold to LPC pursuant to the Purchase Agreement will fluctuate based on the price of our common stock. As of May 20, 2013, we have sold
275,000 shares to LPC at an average price of $2.31, and have also issued 158,632 shares as commitment shares under the Purchase Agreement. All shares sold by the Company to LPC are expected to be freely tradable. Depending upon market liquidity at
the time, a sale of shares by LPC at any given time could cause the trading price of our common stock to decline. We can elect to direct purchases in our sole discretion but no sales may occur if the price of our common stock is below $1.00 and
therefore, LPC may ultimately purchase all or some portion of the 5,298,330 shares of common stock. After it has acquired such shares, it may sell all, some or none of such shares. Therefore, sales to LPC by us under the agreement may result in
substantial dilution to the interests of other holders of our common stock. The sale of a substantial number of shares of our common stock under this offering, or anticipation of such sales, could make it more difficult for us to sell equity or
equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of any sales of our shares to LPC and the agreement may be terminated by us at
any time at our discretion without any cost to us.

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.

We are the exclusive salvor-in-possession of the Titanic
wreck and wreck site. Our salvor-in-possession status enables us to prevent third parties from salvaging the Titanic wreck and wreck site and from interfering with our rights to salvage the wreck and wreck site. To maintain our salvor-in-possession
rights, we must maintain a presence over the wreck site as interpreted by the courts. In addition, we may have to commence legal proceedings against third parties who attempt to violate our rights as salvor-in-possession, which may be expensive and
time-consuming. Moreover, the court may not continue to recognize us as the sole and exclusive salvor-in-possession of the Titanic wreck and wreck site. If we were to lose our salvor-in-possession rights, our Titanic exhibitions could be exposed to
competition, which could harm our operating results.

We have recently made changes to key management positions and our failure to
successfully adapt to changes in key management, and/or our inability to fill other vacant key positions, may adversely affect our business.

During fiscal years 2012 and 2013 our Board of Directors appointed a new President and Chief Executive Officer, added the title of Chief
Operating Officer to our Chief Financial Officer, and appointed a new executive to lead our exhibition subsidiary. These changes in key management and the potential for additional appointments could create uncertainty among our employees, customers,
partners and promoters and could result in changes to the strategic direction of our business, which could negatively affect our business, operating results and financial position. In addition, the changes in management have resulted in a higher
level of overall compensation for the executive team. Any failure of our management to work together to effectively manage our operations, our inability to hire other key management, and any failure to effectively integrate new management into our
controls, systems and procedures may materially adversely affect our business, results of operations and financial condition.



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We believe that our future success depends to a significant degree on the skills and efforts of
our management team. If we lose the services of any of our current senior executive officers and key employees, our ability to achieve our business objectives could be seriously harmed, in turn adversely affecting our business and operating results.

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.

The stock market has recently experienced, and may experience in the future, extreme price and volume
fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Such changes may occur without regard to the operating performance of these companies. In
addition, the uncertainty related to our efforts to monetize the Titanic artifact collection has and may continue to add to this price volatility. These fluctuations, both those related to our company and those related to factors that have little to
nothing to do with our Company, have and could materially reduce our stock price in the future.

Moreover, companies that have had
volatile market prices for their securities have been subject to securities class action lawsuits. Any such lawsuit filed against us, regardless of the outcome, could result in substantial legal costs and a diversion of our managements
attention and resources, which in turn could seriously harm our business, results of operations and financial condition.

Our largest
shareholder is an equity fund, and the plans of this fund could have an effect on our stock price and could result in changes to the strategic direction of the Company.

The largest shareholder of the Company is Sellers Capital Master Fund, Ltd. (SCF) which is controlled by Mark Sellers, who is
Chairman of the Board of Premier Exhibitions, Inc. and Managing Member of SCFs general partner. SCF purchased debt that was converted into shares of the Companys common stock in a financing transaction in fiscal year 2010. In addition,
it has acquired common stock through open market purchases.

In June 2010, SCF informed the Company that at the request of the funds
investors it intended to return all capital to them. On October 7, 2010 Mr. Sellers informed the Company that SCF is no longer marketing its 46 percent ownership stake in Premier, and further that SCF no longer has a specific time frame
within which to sell its stake in Premier. Instead, Mr. Sellers indicated that SCF would retain its shares in the Company until such time as it could obtain what he believes to be a better value for the shares. Management does recognize,
however, that if a suitable buyer is not identified at the appropriate time, Mr. Sellers may choose to take another course of action, including potentially selling the shares in the open market or in a privately negotiated transaction or
distributing the SCF shares to the funds limited partners.

The concentration of our equity ownership in an equity fund controlled
by a Company director, and the potential that it could sell its blocks of common stock, could have an effect on our stock price and could result in changes to the strategic direction of the Company. In addition, a single purchaser of the SCF block
of common stock could also acquire effective control of the Company. Such a shareholder may not agree with the present strategic direction of the board of directors and management, creating uncertainty that the current strategic focus of the Company
will continue over the longer term.

Our business may be harmed as a result of litigation.

We are a party to several ongoing material legal proceedings. These proceedings are described below in Item 3 of Part I of this report
under the heading Legal Proceedings and also in the Litigation and Other Legal Matters footnote to our Consolidated Financial Statements included in Item 8 of Part II of this report. Should an unfavorable outcome
occur in some or all of our current legal proceedings, or if successful claims and other actions are brought against us in the future, our business, results of operations and financial condition could be seriously harmed.

We may have a risk of collection of our revenue from exhibitions presented by third parties.

We rely upon third parties to present some of our exhibitions and in many cases those third parties operate the box office and control the
sale of the tickets. As a result, we are subject to the risk that we will be unable to collect our portion of the revenue from the exhibitions presented by third party partners. Where we are unable to collect these revenues in accordance with the
terms of the contract, we may incur the cost of litigation to recover the amounts owed to us and may ultimately not recover the full value of the receivable.



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General economic weakness may have a negative impact on our revenues and make it difficult for
us to obtain financing to operate our business.

Our results of operations are sensitive to changes in general economic conditions
that impact consumer spending, including discretionary spending for our exhibitions, both domestically and in international markets where we operate. Discretionary consumer spending is impacted by higher levels of unemployment, fuel prices, weakness
in the housing markets, higher consumer debt levels, declines in consumer confidence in future economic conditions, higher tax rates, higher interest rates, and other adverse economic conditions. The economic slowdown, and other factors that cause
consumers to reduce their discretionary spending to a point where attendance at our exhibitions declines, negatively affect our revenues and results of operations.

The economic weakness that continues in the financial markets and in the housing markets has resulted in declines in consumer confidence and
spending, volatility in securities prices, diminished liquidity and credit availability and declining valuations of many investments. If the national or global economy or credit market conditions in general were to deteriorate further in the future,
it is possible that such changes could put additional negative pressure on discretionary consumer spending and other consumer purchasing habits, which would adversely affect our operating results and make it more difficult for us to obtain financing
to operate our business.

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.

Our ability to generate revenue from our exhibitions is highly
sensitive to changes in public tastes. Our success depends in part on our ability to anticipate the preferences of consumers and to offer appealing exhibitions. We typically book each exhibition venue several months in advance of an
exhibitions opening and incur certain upfront costs prior to our receiving any operating income. Therefore, if the public is not receptive to a particular exhibition or location, we could incur a loss depending on the amount of the incurred
costs. Moreover, if we are not able to anticipate, identify or react to changes in public tastes, reduced demand for our exhibitions will likely result. Any of the foregoing could adversely affect our results of operations and financial condition.

If our advertising, promotional and other marketing campaigns are not successful, our results of operations could be harmed.

Like many other companies that make entertainment available to the public, we utilize significant resources to advertise, promote and provide
marketing support for our exhibitions. For fiscal 2013 and 2012 we incurred marketing and advertising expenses of $5.4 million and $4.4 million, respectively. We are also party to agreements pursuant to which we engage third-parties to assist us in
the production, design, promotion and marketing of our exhibitions. If our advertising, promotional and other marketing campaigns are not successful, or if we are not able to continue to secure on commercially reasonable terms the assistance of
third-parties in our marketing and promotional activities, our results of operations will be harmed.

Events harming our reputation
could adversely affect our business prospects, financial results and stock price.

We are dependent on our reputation. Events that can
damage our reputation include, but are not limited to, legal violations, actual or perceived ethical problems, particularly related to our human anatomy exhibitions, actual or perceived poor employee relations, actual or perceived poor customer
service, venue appearance or operational issues, or events outside of our control that generate negative publicity with respect to our company. Any event that has the potential to negatively impact our reputation could negatively affect our business
prospects, financial results and stock price.

We are dependent upon our ability to locate effective venues for 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.

We require access to exhibition venues owned or leased by third parties to conduct our stationary exhibitions. Our long-term success depends,
in part, on our ability to utilize such venues on commercially reasonable terms. We also present our exhibitions in museums. If we are unable to develop and maintain relationships with museums to present our exhibits, or if demand for our exhibits
from the museum community declines, our results of operations and financial condition could be harmed.



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Our exhibitions are becoming subject to increasing competition that could negatively impact
our operating results and financial condition.

Titanic exhibitions. Although we are currently the only entity that exhibits
artifacts recovered from the wreck site of the Titanic, we currently encounter competition from other Titanic exhibitions that exhibit replicas of artifacts and memorabilia not obtained directly from the wreck site. In addition, in the future we may
encounter competition from other Titanic exhibitions or events, as our Titanic exhibition business continues to change. For example, an adverse ruling in 1999 by the U.S. Court of Appeals for the Fourth Circuit left us with non-exclusive rights to
photograph and film the Titanic wreck site. As a result of this ruling, other companies can now photograph and film the Titanic wreck site, which exposes us to increased competition that could, for example, result in our loss of future exhibitions
or other opportunities, such as documentary film rights. Moreover, it is possible that other companies may, albeit in violation of our Salvor-in-Possession rights, attempt to explore the Titanic wreck site in the future. If any of these companies
were successful, we would face increased competition as well as increased costs necessary to defend and preserve our rights. The availability of remotely-operated vehicles for charter from third-parties to conduct expeditions may make it easier for
others to gain access to the Titanic site in violation of our Salvor-in-Possession rights. In addition, the anniversary of the Titanics sinking may make it more attractive for competitors to present competing Titanic themed exhibitions or
products. Any of these developments could have an adverse impact on our financial performance.

Human anatomy exhibitions. Our
human anatomy exhibitions face intense competition with other human anatomy exhibitions similar to ours offered by various companies in the U.S. and around the world. As a result, we may lose visitors to our exhibits based on competitors
claims, the proximity of competing exhibitions to ours, and our ability to advertise and otherwise entice visitors to our exhibits in the extremely competitive marketplace. In addition, if a significant number of new human anatomy exhibitions were
to enter the same markets in which our exhibitions are offered or are planned to be offered, attendance at our human anatomy exhibitions could decline and our results of operations and financial condition could be harmed.

Other exhibitions. If we are successful in presenting our new exhibitions, competitors may bring similar exhibitions of their own to
the market. To the extent competitors are successful at marketing and promoting competing exhibitions, our results of operations and financial condition could be harmed.

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.

During fiscal 2013, we derived approximately $1.2 million or 3.0% of our
total revenue from exhibitions located outside of the U.S., which represents12.3% of our total attendance. We intend to continue to pursue international exhibition opportunities. Our international exhibitions are subject to a number of risks,
including the following:



| |  |  | 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.
| | - |  | -----------------------------------

We are also subject to risks arising from currency
exchange rate fluctuations, which could increase our costs and cause our profitability to decline. Our financial arrangements with foreign vendors are mostly based upon foreign currencies. As a result, we are exposed to the risk of currency
fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring. The U.S. dollar value of our foreign-generated revenues varies with currency exchange rate fluctuations. Significant volatility in
the value of the U.S. dollar relative to foreign currencies could harm our results of operations and financial condition.



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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.

Our
exhibitions are subject to federal, state and local laws, both domestically and internationally, governing various matters, such as:

| |  |  | 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 cannot predict the extent to which existing or
future laws or regulations could impact our operations. Although we generally contract with a third party for various services at our venues, we cannot provide assurances that we or our third-parties are in full compliance with all applicable laws
and regulations at all times, that we or our third-parties will be able to comply with any future laws and regulations or that we will not incur liabilities for violations by us or third-parties with which we maintain a relationship. Our failure or
the failure of any of our third-parties with which we maintain a relationship to comply with laws and regulations could also cause us to be subject to investigations or governmental actions that could seriously harm our business.

We may be unable to hire and retain the personnel we need and, as a result, could lose our competitive position.

To meet our business objectives, we must continue to attract and retain skilled technical, operational, managerial and sales and marketing
personnel. We face significant competition for these skilled professionals from other companies, research and academic institutions, government entities and other organizations. If we fail to attract and retain the necessary personnel, we may be
unable to achieve our business objectives and may lose our competitive position, which could harm our business revenue. In addition, our recent efforts to reduce headcount and general and administrative expenses may harm our ability to attract or
retain the personnel we need.

Severe weather may impact our operations at our stationary exhibitions, which contribute a significant
portion of our revenue and income.

Recent severe weather has significantly impacted our operations in New York City. Severe weather
may impact our operations and prohibit us from presenting exhibitions. Particularly where such severe weather impacts our stationary exhibit operations in New York City, Atlanta, Georgia, Las Vegas, Nevada or Orlando, Florida, the inability to
operate may significantly impact our revenues and income. While the Company maintains property insurance and, where appropriate, business interruption coverage, insurance proceeds may not fully compensate the Company for its loss of revenue and
business opportunity.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|ITEM 2. | PROPERTIES
|------- | ----------

Principal Executive Offices

Our principal executive office is located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia. This space, which consists of 10,715
square feet, is used for management, administration and marketing purposes. The Company entered into a seventh amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2012. Under this amendment,
the square footage leased is reduced to approximately 10,715 square feet and the lease term has been extended for an additional twenty-four months.



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Warehouse Space for Artifacts and Other Exhibitry

The Company leases warehouse and lab space for the conservation, conditioning and storage of artifacts and other exhibitry. On October 12,
2011, the Company entered into a lease agreement for approximately 48,000 square feet of warehouse and lab space in Atlanta, Georgia. The agreement is for a five year term with two additional options to extend for up to an additional ten years. For
security purposes, we do not disclose the location of this property. Other storage space has been rented on a month-to-month basis, in various locations, as needed.

Warehouse Space for Exhibitry Assets

The Company leases warehouse space to store the Arts and Exhibition, LLC exhibitry. On January 16, 2013, the Company entered into a 6 1⁄2 month lease agreement for approximately 21,000 square feet of warehouse space in Atlanta, Georgia.

Warehouse Space for Merchandise Inventory

The Company leases warehouse space for its merchandise inventory under a lease assumed as part of the Exhibit Merchandising, LLC acquisition.
Under the fifth amendment to the lease dated March 2011 the Company approximately 20,000 square feet of warehouse space in Statesboro, Ohio under a lease that expires in August 2013.

Luxor Hotel and Casino  Las Vegas, Nevada

On March 12, 2008, the Company entered into a ten year lease agreement for exhibition space with Ramparts, Inc., owner and operator of
The Luxor Hotel and Casino in Las Vegas, Nevada, with an option to extend for up to an additional ten years. This lease includes approximately 36,141 square feet of space within the Luxor Hotel and Casino. We use the space, among other things, to
present our Bodies... The Exhibition and Titanic: The Experience exhibitions. The lease commenced with the completion of the design and construction work which related to the opening of our Bodies... The
Exhibition exhibition in August 2008 and the opening of the Titanic exhibition in December 2008. See discussion in Note 11. Lease Abandonmentregarding abandonment of a portion of the leased space.

Atlantic Station  Atlanta, Georgia

On July 2, 2008, the Company entered into a lease agreement for exhibition space with Atlantic Town Center in Atlanta, Georgia. Until
March 6, 2012 we used the space to present our Bodies...The Exhibition and our Dialog in the Dark exhibitions. This space is currently being used to present our Bodies... The Exhibition and our Titanic:
The Artifact Exhibition exhibitions. The initial lease term was for three years with four one-month renewal options and was scheduled to expire in February 2012. On September 30, 2011, the Company entered into a first amendment to this
lease. The first amendment extended the lease term for an additional 16 months, with a two year extension option, and expired January 31, 2013. On October 22, 2012, the Company entered into a second amendment to the lease for its
exhibition space in Atlantic Station in Atlanta, Georgia. The lease term is for an additional 24 months from February 1, 2013 through January 31, 2015.

Seaport  New York City, New York

On April 7, 2008 the Company entered into a lease agreement for exhibition space with General Growth Properties, Inc. in New York City,
New York. We use the space to present our Bodies... The Exhibition exhibition and opened a Dialog in the Dark exhibition in a portion of the leased space in the summer of 2011. On July 26, 2012, the Company entered into
a first amendment to the lease for an additional 12 months from January 1, 2013 through December 31, 2013 pursuant to the first amendment, the lease could be terminated by the lessor with a ninety day written notice, but not prior to
June 30, 2013. The South Street Seaport in New York City was closed during the end of October and remained closed through fiscal year ending February 28, 2013 due to complications from Hurricane Sandy and subsequent action by governmental
authorities and the landlord. On January 2, 2013, the landlord notified the Company that it intended to terminate the Companys lease on June 30, 2013.

Buena Park, California

On April 3, 2013, the Company entered into a lease agreement for exhibition space with the Successor Agency of the Community
Redevelopment Agency of the City of Buena Park, California. We intend to open the space in the second quarter of 2014 and will present BodiesThe Exhibition and Titanic: The Experience exhibitions in the space. The
Company leased the exhibition space for $1 per month through January 1, 2015, and has agreed to make capital improvements to the space and to maintain the facility during the term.



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Titanic  The Experience  Orlando, Florida

On October 17, 2011, the Company entered into the assignment and second amendment to lease for exhibition space with George F. Eyde
Orlando, LLC and Louis J. Eyde Orlando, LLC. We use the space to present our Titanic  The Experience exhibition and dinner theatre. The lease term is for five years and expires in September 2016.

Touring Exhibitions

From time to time the Company enters into short-term lease agreements for exhibition space for its touring exhibitions. At February 28,
2013, the Company had no obligations under lease agreements its touring exhibits.

ITEM 3. LEGAL PROCEEDINGS

Status of Salvor-in-Possession and Interim Salvage Award Proceedings

The Company has been party to a salvage case titled RMS Titanic, Inc. v. The Wrecked and Abandoned Vessel, et al., in rem for nearly 20
years. The Company has served as sole salvor-in-possession of the Titanic wreck site since 1994. On August 12, 2010, the U. S. District Court for the Eastern District of Virginia (the District Court) issued an opinion granting a
salvage award to RMST based upon the Companys work in recovering and conserving over three thousand artifacts from the wreck of Titanic during its expeditions conducted in 1993, 1994, 1996, 1998, 2000, and 2004 (the Post 1987
Artifacts). The Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. The District Court reserved the right to determine whether to pay the Company a cash award
from proceeds derived from a judicial sale, or in the alternative, to issue the Company an in-specie award of title to the artifacts with certain covenants and conditions which would govern their maintenance and future disposition.

On August 15, 2011, the District Court granted an in-specie award of title to the artifacts to RMST for the Post 1987 Artifacts.
Title to the Post 1987 Artifacts comes with certain covenants and conditions drafted and negotiated by the Company and the United States government. These covenants and conditions govern the maintenance and future disposition of the
artifacts. These covenants and conditions include the following:



| |  |  | The approximately 2,000 1987 Artifacts and the approximately 3,500 Post 1987 Artifacts must be maintained as a single collection;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The combined collections can only be sold together, in their entirety, and any buyer would be subject to the same conditions applicable to RMST; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RMST must comply with provisions that guarantee the long-term protection of all of the artifacts. These provisions include the creation by RMST of a reserve fund (the Reserve Fund). The Reserve Fund is
irrevocably pledged to and held for the exclusive purpose of providing a performance guarantee for the maintenance and preservation of the Titanic collection for the public interest. The Company will pay into the Reserve Fund a minimum of twenty
five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Reserve Fund equals five million dollars ($5 million). Though not required under the covenants and conditions, the Company may make additional payments into
the Reserve Fund as it deems appropriate, consistent with its prior representations to the Court and sound fiscal operations. The Company established the Reserve Fund and funded it with $25 thousand during November 2011 and continues to fund it with
quarterly $25 thousand payments. The current balance in the Reserve Fund is $150,141, including interest income.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
these proceedings, on July 2, 2004, the District Court also rendered an opinion and order in which it held that it would not recognize a 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts
recovered from the wreck site during the 1987 expedition (the 1987 Artifacts). RMST appealed the July 2, 2004 District Court order to the Appellate Court. On January 31, 2006, the Appellate Court reversed the lower courts
decision to invalidate the 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition. As a result, the Appellate Court tacitly reconfirmed that RMST
owns the approximately 2,000 artifacts recovered during the 1987 expedition. These artifacts were not part of the August 2011 award, but are now subject to the covenants and conditions agreed to by the Company.



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Status of International Treaty Concerning the Titanic Wreck

The U.S. Department of State (the State Department) and the National Oceanic and Atmospheric Administration of the U.S. Department
of Commerce (NOAA) are working together to implement an international treaty (the Treaty) with the governments of the United Kingdom, France and Canada concerning the Titanic wreck site. If implemented in this country, this
treaty could affect the way the District Court monitors our salvor-in-possession rights to the Titanic. These rights include the exclusive right to recover artifacts from the wreck site, claim possession of and perhaps title to artifacts recovered
from the site, and display recovered artifacts. Years ago we raised objections to the State Department regarding the participation of the U.S. in efforts to reach an agreement governing salvage activities with respect to the Titanic. The proposed
Treaty, as drafted, did not recognize our existing salvor-in-possession rights to the Titanic. The United Kingdom signed the Treaty in November 2003, and the U.S. signed the Treaty in June 2004. For the Treaty to take effect, the U.S. must enact
implementing legislation. As no implementing legislation has been passed, the Treaty currently has no binding legal effect.

In August,
2011, the State Department and NOAA resubmitted draft legislation to Congress. Since that time, RMST has worked with the U.S. government to develop a number of textual modifications to this proposed implementing legislation to address the
Companys concerns. Recently, the members of the United States Congress have sponsored this revised legislation and it is now making its ways through the legislative process. RMST has taken efforts support the passage of this revised
implementing legislation into law. The Company believes that the passage of this legislation, as modified by RMST, will recognize the Companys past and future role with regard to the wreck site.

Other Litigation

The Company is also from time to time party to collection actions to recover amounts owed by promoters and other parties, particularly
international promoters and partners. In RMS Titanic, Inc. v. Citywest Productions and H.S.S. Trading as the Mansfield Group, we sued in Dublin, Ireland to collect approximately $1.3 million owed by a promoter who licensed and
presented a Titanic exhibition in Dublin. We were successful in obtaining judgment against the parties for the full amount of the claim. During the proceedings, the defendants went into receivership, which is an insolvency process under the laws of
Ireland. This receivable was fully reserved in fiscal year 2011 and written off in fiscal year 2012. Recovery in this case is unlikely.

On February 26, 2013 the Company filed suit in the U.S. District Court for the Northern District of Georgia, Atlanta Division against
Thomas Zaller and his companies, Imagine Exhibitions, Inc. and Imagine Exhibitions, PTE, LTD. Mr. Zaller is a former executive of the Company. The suit alleges that Mr. Zaller and his companies fraudulently obtained certain of the
Companys confidential and proprietary intellectual property related to the design of its Titanic exhibitions. The Company claims that Mr. Zaller and his companies unlawfully used such property in the development of their own competing
Titanic exhibition which was presented this year at the Venetian Macau, and which is now being marketed around the world. In the suit, the Company makes claims against Mr. Zaller personally for conversion, breach of contract, and
misappropriation of trade secrets under Georgia law. The Company makes claims against Mr. Zaller and his companies for unjust enrichment, fraud, fraudulent inducement, and trade dress violations under the Lanham Act. The Company has sued for
unspecified damages. The case is still in its early stages and the outcome of the case is not readily predictable at this time.

In a
related matter, on April 29, 2013, the Company filed suit in the U.S. District Court for the Middle District of Florida, Jacksonville Division against Kingsmen Creatives, LTD, and Kingsmen Exhibits PTE, LTD. Kingsmen Creatives is a publicly
traded Singapore based design company and is traded on the Singapore Exchange. Kingsmen Exhibits PTE, LTD. is a wholly-owned subsidiary of Kingsmen Creatives, LTD. and designs exhibition and museum properties. The Kingsmen companies partnered with
Thomas Zaller and his companies in development of their competing Titanic exhibition. The Company alleges that the Kingsmen companies participated in an unlawful conspiracy with Thomas Zaller and his companies which caused injury to the Company. The
Company also makes claims against the Kingsmen companies for conversion, misappropriation of trade secrets under Florida law, unjust enrichment, and trade dress violations under the Lanham Act. The Company has sued for unspecified damages. The case
is still in its early stages and the outcome of the case is not readily predictable at this time.

On April 22, 2013, Kingsmen
Exhibits PTE, LTD. filed suit against the Company in the High Court of the Republic of Singapore. This suit followed extensive correspondence between the Company and the Kingsmen companies regarding the allegations of wrongdoing by the Kingsmen
companies, along with their partners Thomas Zaller and his companies. Kingsmen seeks a judgment declaring that they did not violate the Singapore Copyright Act and the Singapore Trademark Act and prohibiting the Company from continuing to make
claims that Kingsmen infringed the Companys copyrights and trademarks. Kingsmen also seeks unspecified damages from the Company related to actions taken by the Company to protect its confidential and proprietary intellectual property. The case
is still in its early stages and the outcome of the case is not readily predictable at this time.



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From time to time the Company is or may become involved in other legal proceedings that result
from the operation of its exhibitions and business.

Settled Litigation

On July 30, 2009, Sports Immortals, Inc. and its principals, Joel Platt and Jim Platt (together, Sports Immortals), filed an
action against the Company in the Circuit Court of the Fifteenth Judicial District in Palm Beach County, Florida for claims arising from their license agreement with the Company under which the Company obtained rights to present sports memorabilia
exhibitions utilizing the Sports Immortals, Inc. collection. The plaintiffs alleged that the Company breached the contract when the Company purported to terminate it in April of 2009, and they sought fees and stock warrant agreements required under
the agreement. The Company filed its answer and counterclaims on September 7, 2009. Answering the complaint, the Company denied plaintiffs allegations and maintained that the Sports Immortals, Inc. license agreement was properly
terminated. The Company counterclaimed against the plaintiffs for breach of contract, fraudulent inducement and misrepresentation, breach of the covenant of good faith and fair dealing, and violation of Floridas deceptive and unfair practices
act. On August 16, 2011, the Company and Sports Immortals entered into a Settlement and Release Agreement (the Agreement). In exchange for full settlement and release of all claims of Sports Immortals, pursuant to the Agreement the
Company agreed to pay $475 thousand currently, $475 thousand on the first anniversary of settlement, and to exchange certain warrants previously issued to Jim Platt and Joel Platt for warrants with an exercise price set at the market price on the
date of settlement of $1.82. An expense of $6 thousand for the exchange of these warrants is included in General and administrative expenses for the year ended February 29, 2012. In third quarter of fiscal 2010, the Company accrued $167
thousand as an estimate of the cost to settle this litigation. An additional expense of $783 thousand was recorded in second quarter of fiscal 2012. The first installment of the settlement agreement of $475 thousand was paid on September 7,
2011. The remaining $475 thousand settlement payable was paid during the second quarter of fiscal 2013.

In April 2011, the Company filed
suit in the U.S. District Court for the Northern District of Georgia against Serge Grimaux and his companies, including Serge Grimaux Presents, Inc. and 9104-5773 Quebec, Inc. The suit alleges that Grimeaux failed to pay over $800
thousand due and owing the Company under a series of license agreements pursuant to which Mr. Grimaux and his entities presented the Companys Titanic and human anatomy exhibitions in venues throughout Canada. The Company settled this
litigation on November 10, 2011 for $375 thousand, of which $175 thousand has been received and the remainder of which is subject to collection. As of February 28, 2013 a net receivable of $148 thousand is included in the Companys
accounts receivable.

On August 5, 2011, the Company filed suit in the U.S. District Court for the Southern District of New York
against Gunther Von Hagens and his company, Plastination Company, Inc. The suit alleged that Von Hagens and Plastination breached a settlement agreement with the Company, tortiously interfered with the Companys business, conspired against the
Company and engaged in unfair competition practices. These claims related to information Von Hagens and Plastination provided to ABC News and other third-parties about the origin of the human anatomy specimens licensed by the Company and used in its
human anatomy exhibitions. The Company sued for unspecified damages. On April 23, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. The proceeds related to this settlement will be
recorded in the first quarter of fiscal 2014.

On February 24, 2012, the Company filed suit against Dr. Hong-Jin Sui, Hoffen
Global Ltd., and Arnie Geller in the Circuit Court in and for Hillsborough County, Florida. The Company alleged that Messrs. Sui and Hoffen breached certain contractual obligations relating to rights of first refusal and opportunities to match
competing offers for the lease of sets of plastinated human anatomical specimens, leading to the opening of a series of exhibitions in Europe competitive with those of the Company. Mr. Geller, the Companys former CEO, was alleged to
have tortiously interfered with the Companys contractual rights in connection with the European exhibitions. On February 15, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been
dismissed.

On August 7, 2012, the Company filed suit against Marmargar, Inc. in the United States District Court for the Northern
District of Georgia, Atlanta Division. The Company filed suit in response to a claim by Marmargar regarding amounts allegedly due Marmargar pursuant to two alleged contracts with the Company. In particular, Marmargar sought four percent of all
monies received by the Company from a future sale of the Titanic artifacts. The Company denied all claims of Marmargar. In its lawsuit, the Company sought a judgment from the Court declaring that the alleged contracts were unenforceable and that the
Company did not owe Marmargar any monies. The case was transferred to the United States District Court for the Eastern District of Virginia, Norfolk Division, where Marmargar has consented to jurisdiction. Marmargar filed a counterclaim seeking to
enforce the two alleged contracts. On April 4, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed.



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Proposed Legislation and Government Inquiries

On May 23, 2008, the Company entered into an Assurance of Discontinuance (the Assurance) with the Attorney General of the
State of New York. The Assurance resolves the inquiry initiated by the Attorney Generals Office regarding our New York City exhibition, Bodies... The Exhibition. Subject to the provisions of the Assurance, the Company has continued
to operate the exhibition in New York City. Although most of its requirements under the Assurance have now been concluded, the Company will continue to post certain disclosures regarding the sourcing of the specimens in the exhibition as long as
that exhibition operates in New York City. The Company has voluntarily agreed to similar disclosures with the states of Washington, Missouri, and Oklahoma.

Legislatures in a few states have considered legislation or passed bills that would restrict our ability to present human anatomy exhibitions
in their states, such as by banning human anatomy exhibitions, requiring a permit to present such an exhibition, or imposing restrictions on how or where such exhibitions could be presented. The Company cannot predict whether any such legislation
will be adopted or, if adopted, how such legislation might affect its ability to conduct human anatomy exhibitions. Additional states could introduce similar legislation in the future. Any such legislation could prevent or impose restrictions on the
Companys ability to present our human anatomy exhibitions in the applicable states.

From time to time, the Company has or may
receive requests and inquiries from governmental entities which result from the operation of our exhibitions and business. As a matter of policy, the Company will cooperate with any such inquiries.

Revenue Examinations

As of February 28, 2013, the Internal Revenue Service (IRS) has completed its examination of the Companys federal tax
returns for the fiscal years ended February 28(29), 2010, 2009, 2008 and 2007, with no significant adjustments required. The tax years February 28, 2012 and 2011 remain open to IRS examination. In addition to the review by the IRS, the
Company is, at times, under review by various state revenue authorities. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate
outcome of these actions will not have a material adverse effect on the Companys financial condition.

ITEM 4. MINING SAFETY DISCLOSURE

Not applicable.

EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of the date of this report.



|                  |  |     |    |  |              |                                                    
|----------------- |  | --- | -- |  | ------------ | ---------------------------------------------------
|Name              |  | Age |    |  | Position (s)
|Samuel S. Weiser  |  |     | 53 |  |              | President and Chief Executive Officer, Director    
|Michael J. Little |  |     | 46 |  |              | Chief Financial Officer and Chief Operating Officer
|John Norman       |  |     | 53 |  |              | President of Arts and Exhibition International, LLC

Samuel S. Weiser, President, Chief Executive Officer and Director

Mr. Weiser has served as our President and Chief Executive Officer since June 29, 2012. Mr. Weiser has previously served as our
Interim President and Chief Executive Officer from November 28, 2011 until June 29, 2012 and served as our Interim Chief Financial Officer from May 19, 2011 until June 27, 2011. Prior to his appointment as Interim Chief Financial
Officer, Mr. Weiser had been serving as a consultant to the Company and overseeing the Companys finance function while the Company began conducting a search for a permanent Chief Financial Officer. Mr. Weiser served as the Chief
Operating Officer of Sellers Capital LLC where he was responsible for all non-investment activities from 2007 to 2010. Mr. Weiser is also a member of Sellers Capital LLC and an indirect investor in Sellers Capital Master Fund, Ltd., the
Companys largest shareholder and an investment fund managed by Sellers Capital LLC. From April 2005 to 2007, he was a Managing Director responsible for the Hedge Fund Consulting Group within Citigroup Inc.s Global Prime Brokerage
division. Mr. Weiser is also a former partner in Ernst & Young. He received a Bachelor of Arts in Economics from Colby College and a Master of Science in Accounting from George Washington University. Mr. Weiser is a Certified
Public Accountant.



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Michael J. Little, Chief Financial Officer and Chief Operating Officer

Mr. Little has served as our Chief Financial Officer since June 27, 2011 and our Chief Operating Officer since November 28,
2011. Mr. Little was formerly a consultant with The Edge Group, LLC, a consulting practice specializing in strategic and tactical planning, acquisition services, complex financial modeling, investor presentations, organizational structure
analysis, and new system implementation. From 1997 through 2009, Mr. Little was employed by Feld Entertainment, a worldwide producer of live family entertainment, in various financial and strategic planning roles. He served as Chief Financial
Officer of Feld Entertainment from 2004 to 2009. Mr. Little received a Bachelor of Science degree from Towson State University and a Master of Science in Business from John Hopkins University.

John Norman, President of Premier Exhibition Management, LLC

Mr. Norman has served as President of Arts and Exhibition International, LLC (formerly PEM Newco, LLC), a subsidiary of Premier Exhibition
Management, LLC, since June 25, 2012 and as President of Premier Exhibition Management, LLC since April 2, 2013. Mr. Norman, previously served as President of the Arts and Exhibitions International division of AEG Live, until the
Companys April 2012 acquisition of substantially all of its assets. Mr. Norman previously served as Co-President and Chief Operating Officer of Clear Channel Exhibitions, and prior thereto as Senior Vice President of SFX
Entertainment.

Executive Officer Changes

On December 5, 2012, the Company announced that Robert Brandon, General Counsel and Senior Vice President Business Affairs of the Company,
would not be extending his employment agreement and would cease being an officer of the Company as of January 
4, 2013.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

Since
November 16, 2006, our common stock has been quoted on the NASDAQ Global Market under the symbol PRXI. The following table provides the high and low sales prices for our common stock for fiscal 2013 and fiscal 2012.



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Prices of our Common Stock



|                                       |  |      |      |  |     |   |      | 
|-------------------------------------- |  | ---- | ---- |  | --- | - | ---- | 
|                                       |  | High |      |  | Low |  
|Fiscal 2013                            |  |      |      |  |     |   |      | 
|Fourth Quarter ended February 28, 2013 |  | $    | 2.86 |  |     | $ | 2.12 | 
|Third Quarter ended November 30, 2012  |  |      | 2.99 |  |     |   | 2.16 | 
|Second Quarter ended August 31, 2012   |  |      | 2.86 |  |     |   | 2.10 | 
|First Quarter ended May 31, 2012       |  |      | 3.75 |  |     |   | 2.15 | 
|Fiscal 2012                            |  |      |      |  |     |   |      | 
|Fourth Quarter ended February 29, 2012 |  | $    | 2.57 |  |     | $ | 1.62 | 
|Third Quarter ended November 30, 2011  |  |      | 1.87 |  |     |   | 1.61 | 
|Second Quarter ended August 31, 2011   |  |      | 1.88 |  |     |   | 1.47 | 
|First Quarter ended May 31, 2011       |  |      | 1.90 |  |     |   | 1.47 | 

During the year ended February 28, 2013, employees of the Company surrendered 52,847 shares of stock
worth approximately $145 thousand to satisfy their tax obligations with respect to the vesting of restricted stock issued pursuant to the Companys Equity Incentive Plan. These shares were repurchased at the share price based upon the closing
date on the day of vesting.

During the year ended February 29, 2012, employees of the Company surrendered 18,361 shares of stock
worth approximately $36 thousand to satisfy their tax obligations with respect to the vesting of restricted stock issued pursuant to the Companys Equity Incentive Plan. These shares were repurchased in December 2011 for a price of $1.65 per
share based upon the closing date on the day of vesting.

During the year ended February 28, 2008, the Company repurchased
1 million shares of its stock, which were held in a brokerage account and reported as Treasury stock on the Consolidated Balance Sheets. On August 29, 2011, the Company formally retired these Treasury shares, which reduced the Common stock
issued and corresponding Treasury shares as reported in the Consolidated Balance Sheets.

Holders

On February 28, 2013, we had approximately 2,074 holders of record of our common stock. This number does not include shareholders for whom
shares are held in a nominee or street name.

Dividends

We have never declared or paid cash dividends on our common stock. We currently intend to retain any future earnings generated from our
operations to finance operations and future growth.



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of many factors, many of which are outside of our control and are difficult for us to forecast or mitigate. The factors that could cause our actual results
to differ materially from those expressed or implied by us in any forward-looking statements contained herein or made elsewhere by or on behalf of us include the risks described elsewhere in this Form 10-K and in certain of our other Securities and
Exchange Act Commission filings.



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The consolidated results of operations for the years ended February 28, 2013 and
February 29, 2012 are not necessarily indicative of the results that may be expected for any future period. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included in
Part II, Item 8 of this Form 10-K and in conjunction with the Risk Factors included in Part I, Item 1A of this Form 10-K.

Introduction

The following discussion
provides information to assist in the understanding of our financial condition and results of operations, and should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this report. This
discussion and analysis is organized into the following sections:



| |  |  | Restatement of Previously Issued Quarterly Financial Statements;
| | - |  | ----------------------------------------------------------------



| |  |  | Overview;
| | - |  | ---------



| |  |  | Key Exhibitions;
| | - |  | ----------------



| |  |  | Results of Operations;
| | - |  | ----------------------



| |  |  | Liquidity and Capital Resources;
| | - |  | --------------------------------



| |  |  | Contractual Obligations;
| | - |  | ------------------------



| |  |  | Off-Balance Sheet Arrangements;
| | - |  | -------------------------------



| |  |  | Critical Accounting Policies; and
| | - |  | ---------------------------------



| |  |  | Recent Accounting Pronouncements.
| | - |  | ---------------------------------

Restatement of Previously Issued Quarterly Financial Statements

On May 1, 2013, the Audit Committee of Premier Exhibitions, Inc. (the Company), together with its independent registered
public accounting firm, concluded that certain previously issued financial statements should no longer be relied upon because of an error in such financial statements as addressed in Accounting Standards Codification 805 Business
Combinations.

The financial statements that should no longer be relied upon are those reported in the Forms 10-Q for the quarters
ending May 31, 2012, August 31, 2012 and November 30, 2012 and the Form 8-K/A dated July 6, 2012.

During fiscal
year 2013, the Company and its subsidiaries, Premier Exhibition Management, LLC (PEM) and PEM Newco, LLC (Newco), entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions
International, LLC (together, AEG) pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The purchase of the assets (the AEI Acquisition) was completed
contemporaneous with the signing of the Purchase Agreement in April 2012 and the acquisition was reported on a Current Report on Form 8-K filed April 20, 2012. The related audited financial statements of the acquired assets and unaudited
proforma information were filed on a Current Report on Form 8-K/A on July 6, 2012. The errors in the Companys financial statements relate to the purchase accounting for the AEI Acquisition and will result in a restatement of the
Companys balance sheet for those affected periods with resulting immaterial adjustments to the statements of operations and cash flows. None of the adjustments impacted operating income for those affected periods.

The consideration for the AEI acquisition was a 10% equity interest in PEM and a non-recourse and non-interest bearing promissory note in the
initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the Promissory Note). Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net revenues from exhibition
bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100% of the net revenues from
the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. Net
Revenues are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the following amount: (a) 5%
of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the
following minimum fees: $694,164 in calendar year 2012; $750,000 in calendar year 2013; $500,000 in calendar year 2014; and $250,000 in calendar years 2015 and 2016.



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If the Promissory Note is not satisfied in full at the maturity date, Newco shall satisfy any
shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the remaining tangible assets to AEG.
Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the
Company, PEM or Newco will have any liability with respect to any shortfall.

Due to the nature of the Promissory Note, it was accounted
for on the purchase date with a discount for the amount of the Promissory Note not expected to be repaid in accordance with Generally Accepted Accounting Principles. This valuation was based on information about the assets acquired and expected
revenues. As management operated the assets during the fiscal year and repayments of the Promissory Note exceeded expectations, management decided to retain an external valuation expert to review the Companys original valuation of the
Promissory Note as of the purchase date. As a result of this review, additional work was performed by management to evaluate the facts and circumstances as of the acquisition date. After consultation with the Audit Committee and the Companys
independent registered public accounting firm, the Company has determined that the accounting for the acquisition was incorrect. As a result of the incorrect accounting treatment, at the date of acquisition:



| |  |  | Prepaid expenses were overstated by $1.536 million, property and equipment were overstated by $560 thousand and the equity interest in PEM transferred as part of the purchase price was overstated by $1.782 million;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Goodwill was understated by $250 thousand, future rights fees were understated by $4.38 million and the note payable was understated by $4.316 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On the statement of operations, interest expense was understated and net income attributable to non-controlling members was overstated; as a result Net Income was overstated by $17 thousand in the quarter ended
May 31, 2012, $81 thousand in the quarter ended August 31, 2012, and $201 thousand in the quarter ended November 30, 2012; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There were no changes to cash reported and minimal changes to the Statement of Cash Flows.
| | - |  | ------------------------------------------------------------------------------------------

The Companys restatement of quarterly financial statements would immaterially change the Managements Discussion and Analysis of
Financial Condition and Results of Operations for the affected periods, as the amount of the change related to the results of operations is immaterial and does not impact our liquidity. As a result, the Managements Discussion and Analysis of
Financial Condition and Results of Operations for these period have not been restated herein, but the financial statements are included in full at Note 23 of the Notes to Consolidated Financial Statements contained in Item 8 of this
Form 10-K.

Overview

Premier
Exhibitions, Inc. and subsidiaries, (the Company or Premier) is in the business of presenting to the public museum-quality touring exhibitions around the world. Since our establishment, we have developed, deployed, and
operated unique exhibition products that are presented to the public in exhibition centers, museums, and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise
sales.

Titanic Ventures Limited Partnership (TVLP), a Connecticut limited partnership, was formed in 1987 for the purposes of
exploring the wreck of the R.M.S. Titanic and its surrounding oceanic areas. In May of 1993, RMS Titanic, Inc. (RMST) entered into a reverse merger under which RMST acquired all of the assets and assumed all of the liabilities of TVLP
and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a wholly-owned subsidiary. Additional wholly-owned subsidiaries were established in order to
operate the various domestic and international exhibitions of the Company.

On September 29, 2011, the Company announced that it
intended to separate its operations into two operating subdivisions. The change is intended to better position the Company to pursue strategic alternatives and manage both businesses independently.

Our business has been divided into an exhibition management division and a content division. The content division is the Companys
existing subsidiary, RMST, which holds all of the Companys rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Companys
possession, in addition to all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.



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The exhibition management division includes our exhibition operations and merchandising
operations. We formed a new entity, Premier Exhibition Management LLC (PEM), to manage all of the Companys exhibition operations. This includes the operation and management of our Bodies, Titanic (pursuant to an intercompany
agreement with RMST) and Dialog in the Dark exhibitions and merchandising related to these exhibits. PEM will also pursue fee for service arrangements to manage exhibitions based on content owned or controlled by third parties. On
April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and
Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring
exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates. Of these four exhibitions, the Company is currently touring only Real Pirates. The acquired assets include rights
agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets
include intellectual property related to proposed future exhibitions that the Company may further develop and produce. The Company will operate any such additional properties under its exhibition management subsidiary. Subsequent to the asset
purchase, Newco changed its name to Arts and Exhibitions International, LLC.

As part of the purchase price for the assets of AEI, 10% of
the ownership interest in Premier Exhibition Management LLC was transferred to AEG Live LLC. This ownership interest is reported as a non-controlling interest in our financial statements, and the financials of Premier Exhibition
Management LLC are reported on a consolidated basis.

The exhibition management division also includes our exhibition merchandising
business, conducted under the Companys wholly owned subsidiary, Premier Merchandising, LLC. This entity has purchased the merchandise rights related to the AEI exhibition properties, and also pursues other exhibition merchandising
opportunities.

The restructuring of the Company and changes in its management reflect that Premier has two operating segments 
Exhibition Operations and Content Management.

In this report, the terms Premier Exhibitions, Inc., the Company,
Premier, we, us, and our mean Premier Exhibitions, Inc., a Florida corporation, and its subsidiaries.

As of February 28, 2013, we are configured to present three different types of exhibitions, as reflected in the following table:



|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 
|---------------------------------------------------------------- |  | ---------------------------- | - |  | ------- |  | -- | ----- |  |  | -- | 
|                                                                 |  | Year Ended February 28, 2013 |  
|                                                                 |  | Stationary                   |   |  | Touring |  |    | Total | 
|Bodies... The Exhibition and Bodies Revealed                 |  |                              | 3 |  |         |  | 5  |       |  |  | 8  | 
|Titanic: The Artifact Exhibition and Titanic: The Experience |  |                              | 3 |  |         |  | 6  |       |  |  | 9  | 
|Exhibitions under management:                                    |  |                              |   |  |         |  |    |       |  |  |    | 
|Real Pirates                                                   |  |                              |  |  |         |  | 1  |       |  |  | 1  | 
|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 
|Total Exhibitions                                                |  |                              | 6 |  |         |  | 12 |       |  |  | 18 | 
|                                                                 |  |                              |   |  |         |  |    |       |  |  |    | 

Our touring exhibitions usually span four to six months. The stationary exhibitions are longer-term
engagements which are located in New York, New York, Las Vegas, Nevada, Orlando, Florida, and Atlanta, Georgia. In fiscal 2013, our New York, New York location was closed starting in late October 2012 due to the impact of Hurricane Sandy and
subsequent action by governmental authorities and the landlord. We are currently in negotiations to open a new location in New York City scheduled to open in the fall of 2014 which would include a BodiesThe Exhibition and a
Titanic: The Experience exhibition. In addition, we have leased an exhibition facility in Buena Park, California which will include a BodiesThe Exhibition and a Titanic: The Experience and is scheduled to open in
the second quarter of 2014. In fiscal 2012, we opened a new stationary Dialog in the Dark exhibit in New York City on August 20, 2011, which was closed in October 2012 due to the impact of Hurricane Sandy and subsequent action by
governmental authorities and the landlord, and acquired a new exhibit known as Titanic: The Experience in Orlando, Florida on October 17, 2011.



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##### Table of Contents

In addition to developing new content for future exhibitions, the Company continually evaluates
its touring capacity and may expand or contract to suit the addressable market for its content.

We first became known for our Titanic
exhibitions which present the story of the ill-fated ocean liner, the R.M.S. Titanic (the Titanic). The Titanic has captivated the imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in
the North Atlantic on her maiden voyage approximately 400 miles off the coast of Newfoundland. More than 1,500 of the 2,228 lives on board the Titanic were lost.

We own approximately 5,500 Titanic artifacts recovered from the wreck site 2 1⁄2 miles below the oceans surface which we have the right to present at our exhibitions. In 1994, a federal district court declared us salvor-in-possession of the Titanic wreck and wreck site, and, as such,
we have the exclusive right to recover additional objects from the Titanic wreck site. Through our explorations, we have obtained and are in possession of the largest collection of data, information, images and cultural materials associated with the
Titanic shipwreck. We believe that our salvor-in-possession status puts us in the best position to provide for the archaeological, scientific and educational interpretation, public awareness, historical conservation and stewardship of the Titanic
shipwreck. As of February 28, 2013 we had the ability to present 9 concurrent Titanic exhibitions. Management continues to explore ways to expand the Titanic model beyond the exhibition business to broaden the Companys reach.

In 2004, we diversified our exhibitions beyond the Titanic and into human anatomy by acquiring licenses that give us rights to present
exhibitions of human anatomy sets, each of which contains a collection of whole human body specimens plus single human organs and body parts. As of February 28, 2013 we had the ability to present 8 concurrent human anatomy exhibitions of which
2 sets are being used by S2BN under a Co-promotion agreement.

In 2008, we further expanded our exhibition portfolio when we entered into
a long-term license agreement to present an exhibition series entitled Dialog in the Dark. Our Dialog in the Dark exhibitions were intended to provide visitors with an opportunity to experience the paradox of learning to
see without the use of sight.

In February 2012 the Company decided to close its Atlanta, Georgia Dialog in the
Dark exhibition effective March 6, 2012, which resulted in an impairment charge of $60 thousand for exhibition licenses and $282 thousand of property and equipment related to our Dialog in the Dark exhibitions as these assets
were determined to no longer be of use to the Company. In addition, as part of our annual impairment testing of long-lived assets it was determined that the property and equipment related to our New York City Dialog in the Dark
exhibition were impaired resulting in an impairment charge of $648 thousand. The total impairment charge of $990 thousand related to Dialog in the Dark is included in Impairment of intangibles and property and equipment on the
Consolidated Statement of Operations for the fiscal year ended February 29, 2012. Our final remaining Dialog in the Dark exhibition became inactive when our facility at the South Street Seaport was closed due to Hurricane Sandy and subsequent
action by governmental authorities and the landlord, and management has decided not to reopen that exhibition. As of February 28, 2013 we have closed all of our Dialog in the Dark exhibitions and have no plans to re-open any
Dialog in the Dark exhibitions.

Key Exhibitions

Titanic: The Artifact Exhibition and Titanic: The Experience

By featuring the artifacts recovered from the wreck site, our exhibitions tell the Titanics story from construction through her sinking
and discovery as well as the Companys efforts to preserve the wreck site and conserve recovered artifacts. The artifacts are placed in historically correct re-creations of the significant rooms onboard the ship and are illuminated by moving
stories of her passengers and crew. The Company has supplemented the exhibitions with assets generated during the 2010 Titanic expedition such as 3D exhibitry and film. Approximately 23 million visitors have attended our Titanic exhibitions at
venues throughout the world, including in the United States (U.S.), Canada, Czech Republic, Germany, Norway, France, Greece, Japan, Switzerland, Chile, Argentina, China, Mexico, Hungary, South Korea, Spain, Brazil, the United Kingdom,
and Australia. During fiscal 2013, we presented 9 separate Titanic exhibitions at 18 venues, including Titanic: The Experience.

Consistent with the Companys desire to increase its number of permanent exhibitions, on October 17, 2011 the Company purchased the
assets of a Titanic-themed exhibition (Titanic: The Experience or TTE) in Orlando, Florida. The Company believes that it has not historically fully realized the Orlando market, as a heavily tourist market, and seeks to do so through this
acquisition. The Company has supplemented the current exhibition with authentic Titanic artifacts from our existing collections and also by including assets generated during the 2010 Titanic expedition such as 3D exhibitry and film. In addition,
this exhibition will increase the Companys penetration into the Orlando market for merchandise sales.



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##### Table of Contents

Bodies... The Exhibition and Bodies Revealed

We presently have the right to display multiple human anatomy sets, each of which contains a collection of whole human body specimens plus
single human organs and body parts, which are known as Bodies Revealed and Bodies... The Exhibition. We secured the rights to produce these two types of human anatomy exhibitions through separate exhibition agreements. During
the fiscal 2013, we presented 8 separate Bodies exhibitions at 14 venues.

These specimens are assembled into anatomy-based exhibitions
featuring preserved human bodies, organs and body parts to offer the public an opportunity to view the intricacies and complexities of the human body. The exhibitions include displays of dissected human bodies which are permanently preserved through
a process called polymer preservation, also known as plastination. In essence, the bodies are drained of all fat and fluids, which are replaced with polymers such as silicone rubber, epoxy and polyester. This preserves the flesh and maintains its
natural look. Skin from the bodies is removed, or partially removed, to reveal musculoskeletal, nervous, circulatory, and reproductive or digestive systems. The full body specimens are complimented by presentation cases of related individual organs
and body parts, both healthy and diseased, that provide a detailed look into the elements that comprise each system of the body. Using more than 200 specimens, each exhibition follows a systems-based approach to human anatomy which examines the
skeletal, muscular, nervous, digestive, respiratory, circulatory, urinary, integumentary (skin, sweat glands, hair, and nails), and reproductive systems.

Our full-body specimens and individual organs were obtained through plastination facilities mostly in China. The full body specimens are
persons who lived in China and died from natural causes. Most of the bodies were unclaimed at death, and were ultimately delivered to medical schools for education and research. Where known, information about the identities, medical history and
causes of death is kept strictly confidential. China has a large and highly competent group of anatomists and dissectors, who are essential to properly preparing these specimens for exhibition and educational purposes. In a number of cases, our
medical director has been able to identify medical problems that were present in certain organs and, where appropriate, those organs were clearly labeled in the exhibitions. For example, an emphysema-diseased lung is displayed and identified, giving
the visitors a visual understanding of the effects of the disease.

Arts and Exhibitions International, LLC (AEI)

On April 20, 2012, we expanded our exhibition portfolio through the purchase of the exhibition business of AEI which gave us the rights to
present the following four exhibitions:

Tutankhamun and the Golden Age of the Pharaohs

For the first time in a generation, King Tuts treasures were under license from Egypts Supreme Council of Antiquities and drew
record-breaking crowds at museums around the world. The exhibition includes an array of possessions unearthed from Tutankhamuns tomb, including King Tuts golden canopic coffinette and the crown found on his head when the tomb was
discovered. Attendees learn about the extraordinary discovery of King Tuts tomb and the belief and burial processes of Ancient Egypt, and view results from the latest scientific testing conducted on King Tuts mummy and what it is
telling researchers about his life and death. More than nine million visitors have attended the exhibition to date. This exhibition was closed in January 2013.

Cleopatra: The Exhibition

The world of Cleopatra lost to the sea and sand for nearly 2,000 years, surfaced in Cleopatra: the Exhibition. Never-before-seen
artifacts and multi-media atmospheres give visitors a front-row seat in the riveting present-day quest for Cleopatra VII, which extends from the sands of Egypt to the depths of the Mediterranean Sea. More than 150 artifacts from Cleopatras
world represent facets of her elusive history, from her family to the places she lived, walked and worshiped. These artifacts were on view in the U.S. for the first time, bringing with them new insights into the tragedies and triumphs of one of the
most remarkable and intriguing leaders in history. This exhibition was closed in January 2013 as the artifacts were returned to Egypt.



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##### Table of Contents

Real Pirates

Real Pirates tells the compelling story of the Whydah, the first authenticated pirate shipwreck in U.S. waters, and the stories of the diverse
people whose lives converged on the vessel. Sunk in a fierce storm off the coast of Cape Cod, Massachusetts in April 1717, the Whydah was located in 1984 by underwater explorer Barry Clifford, who had been fascinated with finding the ship since
tales from his youth. Many before him tried and failed, and only after decades of tireless searching did Clifford discover the wreck site, which hes still actively excavating today.

The exhibition features more than 200 authentic items recovered from the Whydah  real treasure last touched by real pirates. Ranging
from canons and coins and from the massive ships bell to personal items that the pirates wore, visitors are given an unprecedented glimpse into unique economic, political and social circumstances of the early 18th-century Caribbean.

Effective November 13, 2012, the Company signed a binding letter of intent with Barry Clifford to develop and present a second Real
Pirates exhibition, which the Company began touring in March 2013.

America I AM: The African American Imprint

Presented in partnership with broadcaster Tavis Smiley, this unprecedented travelling museum exhibition celebrates the
extraordinary impact of African Americans on our nation and the world. From the first Africans who arrived in Jamestown to the nations first black president, this award-winning exhibition takes visitors from all walks of life on an emotional
journey through history. Spanning 500 years, the exhibition includes artifacts, documents, multimedia, photos and music that have helped shape the nation and the way we live today. This exhibition was closed in March 2013.

New Content

The Company continues
to pursue new content opportunities. To mitigate the risk associated with building an exhibition and then trying to book the exhibition after incurring the capital expenditure, the Company has begun optioning new content opportunities to assess
market demand and evaluate the expected return on the investment based on that market assessment. The Company currently has 4 new projects optioned and one new project in development. In November 2013, we plan to open an exhibition at the Franklin
Institute that tells the story of Pompeii. Through a license with an agency of the Italian government, the Company can present up to three Pompeii exhibitions using the artifacts from Pompeiis ruins.

Discontinued Exhibitions

Playboy

On May 20, 2008 the Company entered into a License Agreement (the Agreement) with Playboy Enterprises
International, Inc. (Playboy) for the right to present and promote new exhibitions related to the Playboy brand. We paid a $250 thousand license fee advance to Playboy under this agreement in May 2008, and agreed to pay certain
additional advances through the five year term of the agreement. The Company and S2BN Entertainment Corporation (S2BN) entered into a joint venture agreement on May 14, 2010 and agreed to jointly develop, design, and produce a
Playboy exhibit. S2BN agreed to reimburse 50 percent of the enumerated costs incurred related to the initial exhibit concept. During fiscal 2011, we amended our May 2008 agreement to revise the payment due dates for $300 thousand of license fee
advances due for each of calendar years 2010 and 2011 and to establish a $300 thousand license fee advance payable for each of calendar years 2013 and 2014, subject to a unilateral termination right to which the Company was entitled. The unilateral
termination right required the Company to pay a $300 thousand termination fee unless the termination right was exercised on or prior to August 31, 2011, in which case the Company was entitled to apply the 2011 license fee advance of $300
thousand to the termination fee that would otherwise be payable.

On August 25, 2011, the Company notified Playboy that the joint
venture was terminating the Agreement pursuant to the unilateral termination right the Company had negotiated, which resulted in the automatic waiver of the $300 thousand termination fee otherwise payable if the termination was effected prior to the
end of August, 2011. While the Agreement provided that the joint venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contended that Playboy had previously breached
the License Agreement, and the joint venture accordingly reserved its rights to pursue all remedies and damages (and accordingly withheld such final license fee installment to cover a portion of those damages sustained by us). Due to the termination
of the agreement with Playboy, the Company recorded an impairment charge of $217 thousand for Playboy licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress, comprised
of expenses incurred in the creation of the Playboy exhibit. The total impairment charge of $358 thousand related to Playboy is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the
fiscal year ended February 29, 2012.



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Due to the termination of the Agreement and the related impairments, S2BNs investment in
the joint venture through its payment of 50 percent of the costs of the potential exhibit was fully impaired in the second quarter of fiscal 2012. An impairment charge of $197 thousand is reflected in net loss attributable to non-controlling
interest on the Consolidated Statements of Operations for the fiscal year ended February 29, 2012.

Dialog in the
Dark

In 2008, we further expanded our exhibition portfolio when we entered into a long-term license agreement to present an
exhibition series entitled Dialog in the Dark. Our Dialog in the Dark exhibitions were intended to provide visitors with an opportunity to experience the paradox of learning to see without the use of sight. We
closed our Dialog in the Dark exhibit in Atlanta, Georgia in March 2012. We closed our Dialog in the Dark exhibit in New York City due to Hurricane Sandy and subsequent action by governmental authorities and the landlord. At
this time we have no future plans to open any Dialog in the Dark exhibitions.

We intend to acquire, develop and present
additional new exhibitions for presentation in the future, including exhibitions both related and unrelated to our currently ongoing exhibitions. Management has created a process to evaluate and develop new content that can be used to create new
touring exhibitions.

Co-Promotion Agreements

The Company is party to a co-promotion agreement with S2BN Entertainment Corporation (S2BN) to present certain Bodies
touring exhibitions. S2BN is successor in interest to Live Nation, Inc. (Live Nation) and CPI Entertainment Rights Inc. (CPI), each of which entered into co-promotion agreements with the Company in 2007.

Pursuant to the co-promotion agreements, S2BN was granted the exclusive right to jointly present along with the Company twenty
(20) Bodies exhibitions anywhere in the world except for North America, Buenos Aires, Argentina, Santiago, Chile and Madrid, Spain and two (2) Bodies exhibitions in Europe. In an amendment to the agreement
originally entered with CPI, the Company and S2BN agreed that instead of the two exhibitions originally contemplated to be presented in Europe, S2BN would instead be entitled to co-present with the Company a single exhibition in a city in the United
States, which has since been fulfilled. S2BN retained a right under the amendment to present two exhibitions in Europe, provided that it shall pay the Company an additional $500 thousand non-refundable License Fee (upon opening) for each exhibition.
As previously reported and provided for in the Companys financial statements, the Company received a total of $12.0 million in prior periods as consideration under the co-promotion agreements. The majority of these exhibitions have already
been presented, thereby fulfilling many obligations of the Company.

In a September 25, 2009 amendment of the agreement originally
entered with Live Nation, the Company finalized our current co-promotion arrangement with S2BN (the September 2009 Amendment), and restated substantially the same financial terms for settling the remaining exhibitions to be co-promoted
and also provided that:



| |  |  | We obtained 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 five human anatomy exhibitions in the European, Asian and other territories previously reserved exclusively for S2BN.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

S2BN continues to utilize certain Bodies specimen sets and to book the remaining exhibitions to which it is entitled under the September 2009
Amendment. The Amendments restated financial terms provide that revenue from each of the remaining exhibitions will be allocated as follows (subject to certain provisions for cumulating the settlements for such remaining exhibitions): revenue
is first used to reimburse the parties for their recoupable expenses; thereafter, the next $700 thousand of revenue are split in a percentage ratio favoring S2BN and finally, all remaining revenues are split in a percentage ratio favoring the
Company.



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##### Table of Contents

Results of Operations

An analysis of our consolidated statements of operations for fiscal 2013 and fiscal 2012, with percent changes for 2013 vs. 2012 follows:



|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|-------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ------- | --
|                                                                                 |  | Analysis of Consolidated Statements of Operations    |       
|                                                                                 |  | 2013                                                 |        |   | 2012 |   |        | % Change | 
|                                                                                 |  | (In thousands except percentages and per share data) |       
|Revenue                                                                          |  | $                                                    | 39,465 |   |      | $ | 31,710 |          |  |  | 24.5    | % 
|Cost of revenue (exclusive of depreciation and amortization)                     |  |                                                      | 18,745 |   |      |   | 17,264 |          |  |  | 8.6     | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Gross profit                                                                     |  |                                                      | 20,720 |   |      |   | 14,446 |          |  |  | 43.4    | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Gross profit as a percent of revenue                                             |  |                                                      | 52.5   | % |      |   | 45.6   | %        |  |  |         |   
|Operating expenses                                                               |  |                                                      | 17,997 |   |      |   | 20,267 |          |  |  | (11.2   | )%
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Income/(loss) from operations                                                    |  |                                                      | 2,723  |   |      |   | (5,821 | )        |  |  | 146.8   | % 
|Other expense                                                                    |  |                                                      | (577   | ) |      |   | (23    | )        |  |  | 2,408.7 | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Income/(loss) before income tax                                                  |  |                                                      | 2,146  |   |      |   | (5,844 | )        |  |  | 136.7   | % 
|Income tax expense                                                               |  |                                                      | 279    |   |      |   | 176    |          |  |  | 58.5    | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Effective tax rate                                                               |  |                                                      | 13.0   | % |      |   | -3.0   | %        |  |  |         |   
|Net income/(loss)                                                                |  |                                                      | 1,867  |   |      |   | (6,020 | )        |  |  | 131.0   | % 
|Less: Net income/(loss) attributable to non-controlling interests                |  |                                                      | (83    | ) |      |   | (239   | )        |  |  | 65.3    | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                    | 1,950  |   |      | $ | (5,781 | )        |  |  | 133.7   | % 
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Net income/(loss) per share                                                      |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Basic income/(loss) per share                                                    |  | $                                                    | 0.04   |   |      | $ | (0.12  | )        |  |  |         |   
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   
|Diluted net income/(loss) per share                                              |  | $                                                    | 0.04   |   |      | $ | (0.12  | )        |  |  |         |   
|                                                                                 |  |                                                      |        |   |      |   |        |          |  |  |         |   

Revenue.During the year ended February 28, 2013 revenue increased by $7.8 million or 24.5%
compared to prior year. The following table illustrates revenue for fiscal 2013 and fiscal 2012.



|                                                                |  |                |        |  |      |   |        | 
|--------------------------------------------------------------- |  | -------------- | ------ |  | ---- | - | ------ | 
|                                                                |  | Revenue        |       
|                                                                |  | 2013           |        |  | 2012 |  
|                                                                |  | (in thousands) |       
|Exhibition Revenue                                              |  |                |        |  |      |   |        | 
|Admissions revenue                                              |  | $              | 25,450 |  |      | $ | 24,601 | 
|Non-refundable license fees for current exhibitions             |  |                | 4,134  |  |      |   | 3,673  | 
|                                                                |  |                |        |  |      |   |        | 
|Total Exhibition revenue                                        |  |                | 29,584 |  |      |   | 28,274 | 
|Merchandise and Other                                           |  |                | 8,988  |  |      |   | 3,436  | 
|Management fee                                                  |  |                | 819    |  |      |   |       | 
|Licensing fee                                                   |  |                | 74     |  |      |   |       | 
|                                                                |  |                |        |  |      |   |        | 
|Total Revenue                                                   |  | $              | 39,465 |  |      | $ | 31,710 | 
|                                                                |  |                |        |  |      |   |        | 
|Key Non-financial Measurements                                  |  |                |        |  |      |   |        | 
|Number of venues presented                                      |  |                | 34     |  |      |   | 31     | 
|Operating days                                                  |  |                | 5,355  |  |      |   | 4,755  | 
|Attendance (in 000s)                                           |  |                | 2,704  |  |      |   | 2,135  | 
|Average attendance per operating day                            |  |                | 505    |  |      |   | 449    | 
|Average ticket price at permanents, museums and other locations |  | $              | 15.09  |  |      | $ | 16.51  | 
|Average retail sales per attendee                               |  | $              | 3.73   |  |      | $ | 2.17   | 

These key non-financial measures do not include AEI properties or merchandise sales.



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##### Table of Contents

Exhibition revenue increased $1.3 million to $29.6 million mainly driven by the increase in the
number of venues presented from 31 in fiscal 2012 compared to 34 in fiscal 2013. During the third and fourth quarters of fiscal 2013 revenue was negatively affected by Hurricane Sandy and subsequent action by governmental authorities and the
landlord, which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This closing is estimated to have decreased revenue by approximately $1.8
million. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

During fiscal years ended 2013 and 2012, under the Co-promotion agreement, 2 of the touring exhibitions related to Bodies were
promoted by S2BN.

We attribute this increase in attendance in large part to better venue selection, having 1 additional touring Bodies
and 1 additional stationary Titanic exhibition, and to a lesser extent the Titanics 100th year anniversary. With more exhibitions presented the Company experienced a 26.7% increase in attendance from 2.1 million in fiscal 2012 to
2.7 million in fiscal 2013. Revenue from self-run exhibitions was 59.4% of revenue for fiscal 2013, compared to 77% of revenue for fiscal 2012. Revenue from self-run exhibits was comprised of 100% stationary exhibits in fiscal 2013, as compared
to 91% stationary exhibits and 9% touring exhibits for fiscal 2012.

Merchandise revenue increased $5.6 million to $9.0 million for the
year ended February 28, 2013. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary, and increase in per ticket sales, and the purchase of the assets of Exhibit
Merchandising, LLC during the third quarter of fiscal 2013. Sales related to the Exhibit Merchandising, LLC assets were approximately $1.9 million in during fiscal 2013.

Management fee revenue increased due to the management of the AEI properties for fiscal 2013. This is a new revenue stream in fiscal 2013.

Cost of Revenue.During fiscal year 2013 cost of revenue as a percent of revenue was 47.5% as compared to 54.4% for fiscal
2012, as reflected in the following table.



|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | 2013                               |        |   | 2012 |   |        | % Change | 
|                                                      |  | (in thousands, except percentages) |       
|Exhibition costs                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Production                                            |  | $                                  | 598    |   |      | $ | 978    |          |  |  | (38.9 | )%
|Operating Expenses                                    |  |                                    | 9,290  |   |      |   | 10,463 |          |  |  | (11.2 | )%
|Marketing                                             |  |                                    | 5,401  |   |      |   | 4,440  |          |  |  | 21.6  | % 
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|                                                      |  |                                    | 15,289 |   |      |   | 15,881 |          |  |  | (3.7  | )%
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 51.7   | % |      |   | 56.2   | %        |  |  |       |   
|Cost of merchandise                                   |  |                                    | 3,456  |   |      |   | 1,383  |          |  |  | 149.9 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 38.5   | % |      |   | 40.3   | %        |  |  |       |   
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Total                                                 |  | $                                  | 18,745 |   |      | $ | 17,264 |          |  |  | 8.6   | % 
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Percent of total revenue                              |  |                                    | 47.5   | % |      |   | 54.4   | %        |  |  |       |   
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   

Our exhibition costs of $15.3 million, decreased 3.7% or $0.6 million compared to the prior year, due to lower
production and operating expenses only partially offset by an increase in marketing expense.

Cost of merchandise as a percent of
merchandise revenue decreased from 40.3% in fiscal 2012 to 38.5% in fiscal 2013 primarily due to better vendor contracts.

Gross
Profit.During the year ended February 28, 2013, our total gross profit increased by $6.3 million or 43.4% as compared to the prior fiscal year. Our gross profit increased primarily due to the increase in exhibition and merchandise
revenue as outlined above. However, gross margin and net income was negatively affected by approximately $0.8 million and $0.7 million, respectively, due to Hurricane Sandy and subsequent action by governmental authorities and the landlord, which
closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This amount reflects the unavoidable expenses incurred in late October through February 2013,
during which no revenue was earned at the Seaport.



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##### Table of Contents

Operating Expenses.Operating expense decreased by 11.2% in fiscal 2013 compared to
fiscal 2012. The following table illustrates operating expenses and percentage changes for fiscal 2012 vs. fiscal 2012:



|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   
|---------------------------------------------------- |  | -------------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ------ | --
|                                                     |  | Operating expenses                     |       
|                                                     |  | 2013                                   |        |   | 2012 |   |        | % Change | 
|                                                     |  | (in thousands, except percentage data) |       
|General and administrative                           |  | $                                      | 14,647 |   |      | $ | 13,958 |          |  |  | 4.9    | % 
|Depreciation and amortization                        |  |                                        | 3,525  |   |      |   | 3,922  |          |  |  | (10.1  | )%
|Net loss on disposal of assets                       |  |                                        | 134    |   |      |   | 256    |          |  |  | (47.7  | )%
|Impairment of intangibles and property and equipment |  |                                        |       |   |      |   | 1,348  |          |  |  | (100.0 | )%
|Contract and legal settlements                       |  |                                        | (309   | ) |      |   | 783    |          |  |  | (139.5 | )%
|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   
|Total                                                |  | $                                      | 17,997 |   |      | $ | 20,267 |          |  |  | (11.2  | )%
|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   

General and administrative.General and administrative (G&A) expense increased
by $0.7 million, as reflected in the following table:



|                   |  |                |        |  |      |   |        |                    |  |   |       |  
|------------------ |  | -------------- | ------ |  | ---- | - | ------ | ------------------ |  | - | ----- | -
|                   |  | 2013           |        |  | 2012 |   |        | Increase(decrease) | 
|                   |  | (in thousands) |       
|Exhibition expense |  | $              | 531    |  |      | $ | 653    |                    |  | $ | (122  | )
|Artifact expense   |  |                | 151    |  |      |   | 766    |                    |  |   | (615  | )
|Compensation       |  |                | 7,385  |  |      |   | 5,819  |                    |  |   | 1,566 |  
|Employee benefits  |  |                | 179    |  |      |   | 280    |                    |  |   | (101  | )
|Insurance          |  |                | 790    |  |      |   | 767    |                    |  |   | 23    |  
|Office expense     |  |                | 1,353  |  |      |   | 1,580  |                    |  |   | (227  | )
|Travel             |  |                | 394    |  |      |   | 480    |                    |  |   | (86   | )
|Professional fees  |  |                | 2,657  |  |      |   | 2,650  |                    |  |   | 7     |  
|Stock compensation |  |                | 866    |  |      |   | 705    |                    |  |   | 161   |  
|Bad debt expense   |  |                | 14     |  |      |   | (64    | )                  |  |   | 78    |  
|Other              |  |                | 327    |  |      |   | 322    |                    |  |   | 5     |  
|                   |  |                |        |  |      |   |        |                    |  |   |       |  
|                   |  | $              | 14,647 |  |      | $ | 13,958 |                    |  | $ | 689   |  
|                   |  |                |        |  |      |   |        |                    |  |   |       |  

As reflected by the table above, the significant increase in G&A expense related to compensation related
expenses which was only partially offset by the decrease in artifact expenses.

Depreciation and Amortization.Our
depreciation and amortization expense decreased by $0.4 million to $3.5 million. The decrease is primarily attributable to assets that have been fully depreciated or amortized. This was partially offset by an increase in amortization related to the
2D and 3D film assets as well as the gaming and other application assets being placed in service in fiscal 2013.

Net Loss From
Disposition of Assets.We incurred a loss of $134 thousand in fiscal 2013, mainly due to losses on Bodies leasehold improvements related to Hurricane Sandy and subsequent action by governmental authorities and the landlord in our New York
location.We incurred a loss of $256 thousand in fiscal 2012, mainly due to losses on Titanic exhibitry disposed of in fiscal 2012.

Impairment of Intangibles assets and property and equipment.We incurred an impairment of intangible assets and property and
equipment of $1.3 million in fiscal year 2012.

On August 25, 2011, the Company notified Playboy that the joint venture was
terminating the Agreement pursuant to the unilateral termination right the Company had negotiated, which included the waiver of the $300 thousand termination fee otherwise payable if the termination was effected prior to the end of August, 2011.
While the Agreement provided that the joint venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contended that Playboy had previously breached the License
Agreement, and the joint venture accordingly reserved its rights to pursue all remedies and damages (which would include withholding any such final license fee installment). Due to the termination of the agreement with Playboy, the Company recorded
an impairment charge of $217 thousand for Playboy licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress, comprised of expenses incurred in the creation of the Playboy
exhibit. The total impairment charge of $358 thousand related to Playboy is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year ended February 29, 2012.



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In February 2012, the Company decided to close its Atlanta, Georgia Dialog in the
Dark exhibition effective March 6, 2012, which resulted in an impairment charge of $60 thousand for exhibition licenses and $282 thousand of property and equipment related our Dialog in the Dark exhibitions as these assets
were determined to no longer be of use to the Company. In addition, as part of our annual impairment testing of long-lived assets it was determined that the property and equipment related to our New York City Dialog in the Dark
exhibition were impaired resulting in an impairment charge of $648 thousand. The total impairment charge of $990 thousand related to Dialog in the Dark is included in Impairment of intangibles and property and equipment on the
Consolidated Statement of Operations for the fiscal year ended February 29, 2012. At this time the Company has closed all of its Dialog in the Dark exhibitions.

Contract and Legal Settlements.In April 2013, the Company received a payment from a venue partner in settlement of a
contractual dispute. As this amount had not been accrued as exhibition revenue during the term of the presentation of the exhibition, it is included in Contract and Legal Settlements for the fiscal year ended February 28, 2013. On April 4,
2013, the Company entered into a confidential settlement agreement with Marmargar, Inc. under which the lawsuit was dismissed. On August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals, Inc. against the
Company. The agreement called for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in fiscal 2012.

Income/(loss) from Operations. We realized income from operations of $2.7 million in fiscal 2013 as compared to a loss from
operations of $5.8 million for fiscal 2012. This is mainly due to higher revenues from ticket and merchandise sales and the decrease of $1.3 million in impairment losses and $1.1 million related to contract and legal settlements as compared to prior
year.

Other Expense.In fiscal 2013, other expense totaled $577 thousand, primarily comprised of $681 thousand in interest
expense primarily related to the AEI transaction, offset partially by an $81 thousand gain on debt modification related to the purchase of a Titanic exhibition in Orlando, Florida. During fiscal 2012, other expense totaled $23 thousand, primarily
composed of $33 thousand in interest expense.

Income tax expense.Our provision for income tax expense for the year ended
February 28, 2013 was $279 thousand compared to a $176 thousand for the year ended February 29, 2012. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income
tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax. The provision for income taxes for the year ended February 29, 2012 mainly related to foreign tax expense for our
London and Singapore Titanic exhibitions.

Net loss attributable to non-controlling interest.For 2013, this represents the
loss attributable to AEG Live, LLCs 10% interest in Premier Exhibition Management LLC. For 2012, this related to our joint venture with S2BN.

Net income/ (loss).We realized net income of $2.0 million for the fiscal year ended February 28, 2013 as compared to a net
loss of $5.8 million for the same period last year. In the current year, a net loss of $0.7 million is attributable to the closing of our location at The South Street Seaport in late October thorough February 2013.

Net income/(loss) per share.Basic and fully diluted income/(loss) per common share for fiscal 2013 and fiscal 2012 was $0.04
and $(0.12), respectively. The basic and fully diluted weighted average shares outstanding for fiscal 2013 were 48,159,918 and 48,560,663, respectively. The basic and fully diluted weighted average shares outstanding for fiscal 2012 were 47,418,894.



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Fiscal 2013 as Compared to Fiscal 2012  Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for fiscal 2013 and fiscal 2012, with percent changes for 2013 vs. 2012
follows:



|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|-------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ------- | --
|                                                                                 |  | Year Ended                         |       
|                                                                                 |  | 2013                               |        |   | 2012 |   |        | % Change | 
|                                                                                 |  | (In thousands, except percentages) |       
|Revenue                                                                          |  | $                                  | 39,465 |   |      | $ | 31,710 |          |  |  | 24.5    | % 
|Cost of revenue (exclusive of depreciation and amortization)                     |  |                                    | 21,098 |   |      |   | 18,704 |          |  |  | 12.8    | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Gross profit                                                                     |  |                                    | 18,367 |   |      |   | 13,006 |          |  |  | 41.2    | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Gross profit as a percent of revenue                                             |  |                                    | 46.5   | % |      |   | 41.0   | %        |  |  |         |   
|Operating expenses                                                               |  |                                    | 16,599 |   |      |   | 18,648 |          |  |  | (11.0   | )%
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Income/(loss) from operations                                                    |  |                                    | 1,768  |   |      |   | (5,642 | )        |  |  | 131.3   | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Other expense                                                                    |  |                                    | 577    |   |      |   | 23     |          |  |  | 2,408.7 | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Income/(loss) before income tax                                                  |  |                                    | 1,191  |   |      |   | (5,665 | )        |  |  | 121.0   | % 
|Income tax expense                                                               |  |                                    | 193    |   |      |   | 176    |          |  |  | 9.7     | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Effective tax rate                                                               |  |                                    | 16.2   | % |      |   | -3.0   | %        |  |  |         |   
|Net income/(loss)                                                                |  |                                    | 998    |   |      |   | (5,841 | )        |  |  | 117.1   | % 
|Less: Net income/(loss) attributable to non-controlling interests                |  |                                    | (83    | ) |      |   | (239   | )        |  |  | (65.3   | )%
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   
|Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | 1,081  |   |      | $ | (5,602 | )        |  |  | 119.3   | % 
|                                                                                 |  |                                    |        |   |      |   |        |          |  |  |         |   

Revenue.During the year ended February 28, 2013 revenue increased by $7.8 million or 24.5%
compared to prior year. The following table illustrates revenue for fiscal 2013 and fiscal 2012.



|                                                                |  |                        |        |  |      |   |        | 
|--------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ------ | 
|                                                                |  | Revenue (in thousands) |       
|                                                                |  | 2013                   |        |  | 2012 |  
|Exhibition Revenue                                              |  |                        |        |  |      |   |        | 
|Admissions revenue                                              |  | $                      | 25,450 |  |      | $ | 24,601 | 
|Non-refundable license fees for current exhibitions             |  |                        | 4,134  |  |      |   | 3,673  | 
|                                                                |  |                        |        |  |      |   |        | 
|Total Exhibition revenue                                        |  |                        | 29,584 |  |      |   | 28,274 | 
|Merchandise and Other                                           |  |                        | 8,988  |  |      |   | 3,436  | 
|Management fee                                                  |  |                        | 819    |  |      |   |       | 
|Licensing fee                                                   |  |                        | 74     |  |      |   |       | 
|                                                                |  |                        |        |  |      |   |        | 
|Total Revenue                                                   |  | $                      | 39,465 |  |      | $ | 31,710 | 
|                                                                |  |                        |        |  |      |   |        | 
|Key Non-financial Measurements                                  |  |                        |        |  |      |   |        | 
|Number of venues presented                                      |  |                        | 34     |  |      |   | 31     | 
|Operating days                                                  |  |                        | 5,355  |  |      |   | 4,755  | 
|Attendance (in 000s)                                           |  |                        | 2,704  |  |      |   | 2,135  | 
|Average attendance per operating day                            |  |                        | 505    |  |      |   | 449    | 
|Average ticket price at permanents, museums and other locations |  | $                      | 15.09  |  |      | $ | 16.51  | 
|Average retail sales per attendee                               |  | $                      | 3.73   |  |      | $ | 2.17   | 

These key non-financial measures do not include AEI properties or merchandise sales.

Exhibition revenue increased $1.3 million to $29.6 million mainly driven by the increase in the number of venues presented from 31 in fiscal
2012 compared to 34 in fiscal 2013. During the third and fourth quarters of fiscal 2013 revenue was negatively affected by Hurricane Sandy and subsequent action by governmental authorities and the landlord, which closed the Companys
Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This closing is estimated to have decreased revenue by approximately $1.8 million. We do not recognize exhibition revenue
for the four AEI exhibitions but instead receive a management fee for managing these properties.

During fiscal years ended 2013 and 2012,
under the Co-promotion agreement, 2 of the touring exhibitions related to Bodies were promoted by S2BN.



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We attribute this increase in attendance in large part to better venue selection, having 1
additional touring Bodies and 1 additional stationary Titanic exhibition, and to a lesser extent the Titanics 100th year anniversary. With more exhibitions presented the Company experienced a 26.7% increase in attendance from 2.1 million
in fiscal 2012 to 2.7 million in fiscal 2013. Revenue from self-run exhibitions was 59.4% of revenue for fiscal 2013, compared to 77% of revenue for fiscal 2012. Revenue from self-run exhibits was comprised of 100% stationary exhibits in fiscal
2013, as compared to 91% stationary exhibits and 9% touring exhibits for fiscal 2012.

Merchandise revenue increased $5.6 million to $9.0
million for the year ended February 28, 2013. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary, and increase in per ticket sales, and the purchase of the
assets of Exhibit Merchandising, LLC during the third quarter of fiscal 2013. Sales related to the Exhibit Merchandising, LLC assets were approximately $1.9 million in during fiscal 2013.

Management fee revenue increased due to the management of the AEI properties for fiscal 2013. This is a new revenue stream in fiscal 2013.

Cost of Revenue.During fiscal year 2013 cost of revenue as a percent of revenue was 53.5%, as compared to 59.0% for fiscal
2012, as reflected in the following table:



|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | 2013                               |        |   | 2012 |   |        | % Change | 
|                                                      |  | (In thousands, except percentages) |       
|Exhibition costs                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Production                                            |  | $                                  | 598    |   |      | $ | 978    |          |  |  | (38.9 | )%
|Operating Expenses                                    |  |                                    | 11,643 |   |      |   | 11,903 |          |  |  | (2.2  | )%
|Marketing                                             |  |                                    | 5,401  |   |      |   | 4,440  |          |  |  | 21.6  | % 
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|                                                      |  |                                    | 17,642 |   |      |   | 17,321 |          |  |  | 1.9   | % 
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 59.6   | % |      |   | 61.3   | %        |  |  |       |   
|Cost of merchandise                                   |  |                                    | 3,456  |   |      |   | 1,383  |          |  |  | 149.9 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 38.5   | % |      |   | 40.3   | %        |  |  |       |   
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Total                                                 |  | $                                  | 21,098 |   |      | $ | 18,704 |          |  |  | 12.8  | % 
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 53.5   | % |      |   | 59.0   | %        |  |  |       |   
|                                                      |  |                                    |        |   |      |   |        |          |  |  |       |   

Our exhibition costs of $17.6 million increased 1.9% or $0.3 million compared to the prior year, due to higher
marketing cost only partially offset by an lower production and operating costs.

Cost of merchandise as a percent of merchandise revenue
decreased from 40.3% in fiscal 2012 to 38.5% in fiscal 2013 primarily due to better vendor contracts.

Gross Profit.During
the year ended February 28, 2013, our total gross profit increased by $5.4 million or 41.2% as compared to the prior fiscal year. Our gross profit increased primarily due to the increase in exhibition and merchandise revenue as outlined above.
However, gross margin and net income was negatively affected by approximately $0.8 million and $0.7 million, respectively, due to Hurricane Sandy and subsequent action by governmental authorities and the landlord, which closed the Companys
Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This amount reflects the unavoidable expenses incurred in late October through February 2013, during which no revenue was
earned at the Seaport.



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##### Table of Contents

Operating Expenses.Operating expense decreased 11.0% during fiscal 2013 compared
to fiscal 2012. The following table illustrates operating expenses and percentage changes for fiscal 2013 vs. fiscal 2012.



|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   
|---------------------------------------------------- |  | -------------------------------------- | ------ | - | ---- | - | ------ | -------- |  |  | ------ | --
|                                                     |  | Operating expenses                     |       
|                                                     |  | 2013                                   |        |   | 2012 |   |        | % Change | 
|                                                     |  | (in thousands, except percentage data) |       
|General and administrative                           |  | $                                      | 13,355 |   |      | $ | 12,444 |          |  |  | 7.3    | % 
|Depreciation and amortization                        |  |                                        | 3,419  |   |      |   | 3,817  |          |  |  | (10.4  | )%
|Net loss on disposal of assets                       |  |                                        | 134    |   |      |   | 256    |          |  |  | (47.7  | )%
|Impairment of intangibles and property and equipment |  |                                        |       |   |      |   | 1,348  |          |  |  | (100.0 | )%
|Contract and legal settlements                       |  |                                        | (309   | ) |      |   | 783    |          |  |  | (139.5 | )%
|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   
|Total                                                |  | $                                      | 16,599 |   |      | $ | 18,648 |          |  |  | (11.0  | )%
|                                                     |  |                                        |        |   |      |   |        |          |  |  |        |   

General and Administrative Expense.As reflected by the table above, the significant increase in
G&A expense related to compensation related expenses which was only partially offset by the decrease in artifact expenses.

Depreciation and Amortization.Our depreciation and amortization expense decreased by $0.4 million to $3.4 million. The decrease
is primarily attributable to assets that have been fully depreciated or amortized. This was partially offset by an increase in amortization related to the 2D and 3D film assets as well as the gaming and other application assets being placed in
service in fiscal 2013.

Net Loss From Disposition of Assets.We incurred a loss of $134 thousand in fiscal 2013, due to
losses on Bodies leasehold improvements related to Hurricane Sandy and subsequent action by governmental authorities and the landlord in our New York location.We incurred a loss of $256 thousand in fiscal 2012, mainly due to losses on
Titanic exhibitry disposed of in fiscal 2012.

Impairment of Intangibles assets and property and equipment.We incurred an
impairment of intangible assets and property and equipment of $1.3 million in fiscal year 2012.

On August 25, 2011, the Company
notified Playboy that the joint venture was terminating the Agreement pursuant to the unilateral termination right the Company had negotiated, which included the waiver of the $300 thousand termination fee otherwise payable if the termination was
effected prior to the end of August, 2011. While the Agreement provided that the joint venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contended that Playboy
had previously breached the License Agreement, and the joint venture accordingly reserved its rights to pursue all remedies and damages (which would include withholding any such final license fee installment). Due to the termination of the agreement
with Playboy, the Company recorded an impairment charge of $217 thousand for Playboy licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress, comprised of expenses
incurred in the creation of the Playboy exhibit. The total impairment charge of $358 thousand related to Playboy is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year
ended February 29, 2012.

In February 2012, the Company decided to close its Atlanta, Georgia Dialog in the Dark
exhibition effective March 6, 2012, which resulted in an impairment charge of $60 thousand for exhibition licenses and $282 thousand of property and equipment related our Dialog in the Dark exhibitions as these assets were
determined to no longer be of use to the Company. In addition, as part of our annual impairment testing of long-lived assets it was determined that the property and equipment related to our New York City Dialog in the Dark exhibition
were impaired resulting in an impairment charge of $648 thousand. The total impairment charge of $990 thousand related to Dialog in the Dark is included in Impairment of intangibles and property and equipment on the Consolidated
Statement of Operations for the fiscal year ended February 29, 2012. At this time the Company has no future plans for its Dialog in the Dark exhibition.

Contract and Legal Settlements.In April 2013, the Company received a payment from a venue partner in settlement of a
contractual dispute. As this amount had not been accrued as exhibition revenue during the term of the presentation of the exhibition, it is included in Contract and Legal Settlements for the fiscal year ended February 28, 2013. On April 4,
2013, the Company entered into a confidential settlement agreement with Marmargar, Inc. under which the lawsuit was been dismissed. On August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals, Inc. against
the Company. The agreement called for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in fiscal 2012.



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Income/(loss) from Operations We realized income from operations of $1.8 million in
fiscal 2013 as compared to a loss from operations of $5.6 million for fiscal 2012. This is mainly due to higher revenue from ticket and merchandise sales and the decrease of $1.3 million in impairment losses and $1.1 million related to contract and
legal settlements as compared to prior year.

Other Expense.In fiscal 2013, other expense totaled $577 thousand, primarily
comprised of $681 thousand in interest expense primarily related to the AEI transactions, offset partially by an $81 thousand gain on debt modification related to the purchase of a Titanic exhibition in Orlando, Florida. During fiscal 2012, other
expense totaled $23 thousand, primarily composed of $33 thousand in interest expense.

Income tax expense. Our
provision for income tax expense for the year ended February 28, 2013 was $193 thousand compared to a $176 thousand for the year ended February 29, 2012. The Company has prior operating losses that are being carried forward and mostly
offset current taxable income. The fiscal 2013 income tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax. The provision for income taxes for the year ended February 29,
2012 mainly related to foreign tax expense for our London and Singapore Titanic exhibitions.

Net loss attributable to
non-controlling interest.For 2013, this represents the loss attributable to AEG Live, LLCs 10% interest in Premier Exhibition Management LLC. For 2012, this related to our joint venture with S2BN.

Net income/(loss.)We realized net income of $1.1 million for the fiscal year ended February 28, 2013 as compared to a net
loss of $5.6 million for the same period last year. In the current year, a net loss of $0.7 million is attributable to the closing of our location at The South Street Seaport in late October thorough February 2013.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for fiscal 2013 and fiscal 2012, with percent changes for 2013 vs. 2012 follows:



|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|------------------------------------------------------------ |  | ---------------------------------- | ----- | - | ---- | - | ----- | -------- |  |  | ----- | --
|                                                             |  | Year Ended                         |      
|                                                             |  | 2013                               |       |   | 2012 |   |       | % Change | 
|                                                             |  | (In thousands, except percentages) |      
|Revenue                                                      |  | $                                  | 2,353 |   |      | $ | 1,440 |          |  |  | 63.4  | % 
|Cost of revenue (exclusive of depreciation and amortization) |  |                                    |      |   |      |   |      |          |  |  |      | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Gross profit                                                 |  |                                    | 2,353 |   |      |   | 1,440 |          |  |  | 63.4  | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Gross profit as a percent of revenue                         |  |                                    | 100.0 | % |      |   | 100.0 | %        |  |  |       |   
|Operating expenses                                           |  |                                    | 1,398 |   |      |   | 1,619 |          |  |  | (13.7 | )%
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Income/(loss) from operations                                |  |                                    | 955   |   |      |   | (179  | )        |  |  | 633.5 | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Other income                                                 |  |                                    |      |   |      |   |      |          |  |  |      | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Income/(loss) before income tax                              |  |                                    | 955   |   |      |   | (179  | )        |  |  | 633.5 | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Income tax expense                                           |  |                                    | 86    |   |      |   |      |          |  |  | N/A   | % 
|Effective tax rate                                           |  |                                    | 9.0   | % |      |   | 0.0   | %        |  |  |       |   
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   
|Net income/(loss)                                            |  | $                                  | 869   |   |      | $ | (179  | )        |  |  | 585.5 | % 
|                                                             |  |                                    |       |   |      |   |       |          |  |  |       |   

Revenue.During the fiscal year 2013, total revenue increased by $913 thousand, or 63.4%, to
$2.4 million compared to the fiscal year 2012 due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in its exhibits. The royalty fee is calculated
based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic exhibition revenues increased to $23.5 million from $14.4 million, royalty revenue increased accordingly.

Gross Profit. Gross profit increased based on the 63.4% increase in revenue discussed above.

Operating Expenses.Operating expenses decreased 13.7% during fiscal 2013 as compared to fiscal 2012 due to a
revision in the formula used to calculate the administrative fee charged to RMS Titanic.



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##### Table of Contents

Income tax expense.We recorded income tax of $86 thousand for fiscal 2013 as
compared to $0 thousand in income tax for fiscal 2012. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates to the Federal Alternative Minimum Tax.

Net income (loss).Income for the year ended February 28, 2013 was $869 thousand compared to a loss of
$179 thousand for the same period in the prior year based on the items discussed above.

Restated  Results of Operations

The Quarter Ended May 31, 2012 Compared to the Quarter Ended May 31, 2011

An analysis of our condensed consolidated Statements of Operations for the three months ended May 31, 2012 and 2011, with percent
changes, follows:



|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|------------------------------------------------------------------------ |  | ----------------------------------------------------------- | ------ | - | ----------- | - | ----- | -------------- |  |  | ----- | -
|                                                                         |  | Analysis of Condensed Consolidated Statements of Operations |       
|                                                                         |  |                                                             |        |   |             |   |       | Percent Change | 
|                                                                         |  | May 31,2012                                                 |        |   | May 31,2011 |   |       | 2012vs.2011    | 
|                                                                         |  | (In thousands, except percentages and per share data)       |       
|                                                                         |  | (Restated)                                                  |        |   |             |   |       | (Restated)     | 
|Revenue                                                                  |  | $                                                           | 11,460 |   |             | $ | 9,724 |                |  |  | 17.9  | %
|Cost of revenue (exclusive of depreciation and amortization)             |  |                                                             | 5,188  |   |             |   | 4,186 |                |  |  | 23.9  | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Gross profit                                                             |  |                                                             | 6,272  |   |             |   | 5,538 |                |  |  | 13.3  | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Gross profit as a percent of revenue                                     |  |                                                             | 54.7   | % |             |   | 57.0  | %              |  |  |       |  
|Operating expenses                                                       |  |                                                             | 4,850  |   |             |   | 4,467 |                |  |  | 8.6   | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Income from operations                                                   |  |                                                             | 1,422  |   |             |   | 1,071 |                |  |  | 32.8  | %
|Interest expense                                                         |  |                                                             | (110   | ) |             |   |      |                |  |  | 100.0 | %
|Other income                                                             |  |                                                             | 12     |   |             |   | 7     |                |  |  | 71.4  | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Income before income tax                                                 |  |                                                             | 1,324  |   |             |   | 1,078 |                |  |  | 22.8  | %
|Income tax expense                                                       |  |                                                             | 112    |   |             |   |      |                |  |  | 100.0 | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Effective tax rate                                                       |  |                                                             | 8.5    | % |             |   | 0.0   | %              |  |  |       |  
|Net income                                                               |  |                                                             | 1,212  |   |             |   | 1,078 |                |  |  | 12.4  | %
|Less: Net (income)/loss attributable to non-controlling interests        |  |                                                             | (13    | ) |             |   | 25    |                |  |  | 152.0 | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                           | 1,199  |   |             | $ | 1,103 |                |  |  | 8.7   | %
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Income per share:                                                        |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Basic income per share                                                   |  | $                                                           | 0.03   |   |             | $ | 0.02  |                |  |  |       |  
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  
|Diluted net income per share                                             |  | $                                                           | 0.02   |   |             | $ | 0.02  |                |  |  |       |  
|                                                                         |  |                                                             |        |   |             |   |       |                |  |  |       |  



42



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##### Table of Contents

Revenue.During the three months ended May 31, 2012, total revenue
increased by $1.7 million, or 17.9%, to $11.5 million compared to the same period last year, as reflected in the following table.



|                                                                |  |                         |        |  |      |   |       | 
|--------------------------------------------------------------- |  | ----------------------- | ------ |  | ---- | - | ----- | 
|                                                                |  | Revenues (in thousands) |       
|                                                                |  | Three Months Ended      |       
|                                                                |  | May 31,                 |       
|                                                                |  | 2012                    |        |  | 2011 |  
|Exhibition Revenue                                              |  |                         |        | 
|Admissions revenue                                              |  | $                       | 7,513  |  |      | $ | 7,613 | 
|Non-refundable license fees for current exhibitions             |  |                         | 1,476  |  |      |   | 1,058 | 
|                                                                |  |                         |        |  |      |   |       | 
|Total Exhibition revenue                                        |  |                         | 8,989  |  |      |   | 8,671 | 
|Merchandise Revenue                                             |  |                         | 2,310  |  |      |   | 1,053 | 
|Management Fee                                                  |  |                         | 111    |  |      |   |      | 
|Licensing Fee                                                   |  |                         | 50     |  |      |   |      | 
|                                                                |  |                         |        |  |      |   |       | 
|Total Revenue                                                   |  | $                       | 11,460 |  |      | $ | 9,724 | 
|                                                                |  |                         |        |  |      |   |       | 
|Key Non-financial Measurements                                  |  |                         |        |  |      |   |       | 
|Number of venues presented                                      |  |                         | 18     |  |      |   | 17    | 
|Operating days                                                  |  |                         | 1,361  |  |      |   | 1,213 | 
|Attendance (in thousands)                                       |  |                         | 824    |  |      |   | 669   | 
|Average attendance per operating day                            |  |                         | 605    |  |      |   | 551   | 
|Average ticket price at permanants, museums and other locations |  | $                       | 15.06  |  |      | $ | 16.29 | 
|Average retail per attendee                                     |  | $                       | 3.12   |  |      | $ | 2.16  | 

These key non-financial measurements do not include the AEI properties.

Exhibition revenue

Exhibition revenue increased by $0.3 million to $9.0 million mainly driven by the increase in the number of exhibition from 17 in the first
quarter of fiscal 2012 to 18 in the first quarter of fiscal 2013. We do not recognize exhibition revenue or merchandise revenue for the four exhibitions purchased from AEI but instead receive a management fee for managing these properties.

As of May 31, 2012, our portfolio of touring exhibitions contains the following:



|                                                               |  |            |   |  |         |  |    |       |  |  |    | 
|-------------------------------------------------------------- |  | ---------- | - |  | ------- |  | -- | ----- |  |  | -- | 
|                                                               |  | Stationary |   |  | Touring |  |    | Total | 
|Titanic: The Artifact Exhibiton and Titanic: The Experience |  |            | 3 |  |         |  | 6  |       |  |  | 9  | 
|Bodies... The Exhibition and Bodies Revealed               |  |            | 2 |  |         |  | 5  |       |  |  | 7  | 
|Dialog in the Dark                                           |  |            | 2 |  |         |  |   |       |  |  | 2  | 
|Exhibitions under Management                                   |  |            |   |  |         |  |    |       |  |  |    | 
|Tutankhamun and the Golden Age of the Pharoahs               |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|Cleopatra: The Exhibition                                    |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|Real Pirates                                                 |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|America I AM                                                 |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|                                                               |  |            |   |  |         |  |    |       |  |  |    | 
|Total Exhibitions                                              |  |            | 7 |  |         |  | 15 |       |  |  | 22 | 
|                                                               |  |            |   |  |         |  |    |       |  |  |    | 

With 18 exhibitions presented, the Company experienced a corresponding increase in attendance from
approximately 669,000 in the first quarter of fiscal 2012 to approximately 824,000 in the first quarter of fiscal 2013. We attribute this increase in exhibitions and attendance in large part to the to the Titanics 100 year anniversary. Revenue
from self-run exhibitions was 69% of total revenue in the first quarter of fiscal 2013, compared to 76% of revenue for the first quarter of fiscal 2012. The Companys revenue from self-run exhibitions was comprised of 100% stationary exhibits
and 0% of touring exhibits for the first quarter of fiscal 2013, as compared to 80% stationary exhibits and 20% touring exhibits for the first quarter of fiscal 2012. These comparisons exclude the AEI portfolio.



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##### Table of Contents

Merchandise revenue increased $1.3 million to $2.3 million for the three months ended
May 31, 2012. This increase is primarily the result of online merchandise sales on our e-commerce website, which was re-launched during the third quarter of fiscal 2012, an increase in Titanic exhibitions from 6 in the first quarter of fiscal
2012 to 9 in the first quarter of 2013, and special events with a direct response marketer, and an online and television retailer, to produce, market, and sell Titanic-themed merchandise in order to capitalize on the 100 year anniversary of the
sinking of the Titanic.

Management fee revenue increased due to the management of the AEI properties from April 20, 2012 through
May 31, 2012. This is a new revenue stream in fiscal 2013.

Licensing revenue increased due to revenue received for the use of our
intellectual property by a magazine during the first quarter of fiscal 2013.

Cost of revenue.During the three months
ended May 31, 2012, total cost of revenue increased by $1.0 million, or 23.9%, to $5.2 million compared to the same period last year, as reflected in the following table.



|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | ---- | - | ----- | ------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | May 31,                            |       |   |      |  
|                                                      |  | 2013                               |       |   | 2012 |   |       | %Change | 
|                                                      |  | (in thousands, except percentages) |      
|Exhibition costs                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|Production                                            |  | $                                  | 147   |   |      | $ | 367   |         |  |  | (59.9 | )%
|Operating Expenses                                    |  |                                    | 2,481 |   |      |   | 2,863 |         |  |  | (13.3 | )%
|Marketing                                             |  |                                    | 1,762 |   |      |   | 618   |         |  |  | 185.1 | % 
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|                                                      |  |                                    | 4,390 |   |      |   | 3,848 |         |  |  | 14.1  | % 
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 48.8  | % |      |   | 44.4  | %       |  |  |       |   
|Cost of merchandise                                   |  |                                    | 798   |   |      |   | 338   |         |  |  | 136.1 | % 
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|Cost of merchandise as percent of merchandise revenue |  |                                    | 34.5  | % |      |   | 32.1  | %       |  |  |       |   
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|Total                                                 |  | $                                  | 5,188 |   |      | $ | 4,186 |         |  |  | 23.9  | % 
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   
|Percent of total revenue                              |  |                                    | 45.3  | % |      |   | 43.0  | %       |  |  |       |   
|                                                      |  |                                    |       |   |      |   |       |         |  |  |       |   

Our exhibition costs of $4.4 million for the three months ended May 31, 2012 increased 14.1%, or $0.5
million, compared to the same period last year due mainly to an increase in marketing expense only partially offset by decreases in production and operating expenses.

Cost of merchandise as a percent of merchandise revenue increased from 32.1% in the first quarter of fiscal 2012 to 34.5% in the first
quarter of fiscal 2013 primarily due to higher freight and handling costs.

Gross profit. During the three months
ended May 31, 2012, our total gross profit increased by $0.8 million as we generated a gross profit of $6.3 million compared to $5.5 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition
and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses increased by
$524 thousand to $3.9 million for the three months ended May 31, 2012 compared to the same period last year. The increase relates mainly to higher professional fees related to the AEI acquisition and an increase in severance and bonus expense.

Our depreciation and amortization expenses decreased $141 thousand in the three months ended May 31, 2012 compared to the same
period last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

No assets were disposed of in the first quarter of fiscal 2013 or 2012.

Income from operations.We realized income from operations of $1.4 million in the first quarter of fiscal 2013 as compared
to $1.1 million for the first quarter of fiscal 2012 mainly due to $1.7 million in higher revenue offset primarily by $1.0 million in higher cost of revenues and $0.4 million in higher operating expenses.



44



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Other Income (expense).We recognized interest expense of $110 thousand on
our notes payable during the first quarter of fiscal 2013 as compared to $0 in the first quarter of fiscal 2012.

Income tax
expense.We recorded income tax expense for the three months ended May 31, 2012 of $112 thousand as compared to no income tax for the same period in the prior year. The Company has prior operating losses that are being carried
forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net income attributable to non-controlling interest.This represents the income AEI earned on its 10% interest in Premier
Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net
income.We realized net income of $1.2 million for the three months ended May 31, 2012 as compared to $1.1 million for the same period last year.

Income per share. Basic income per common share for the quarters ended May 31, 2012 and 2011 was $0.03 and $0.02,
respectively. Diluted income per share for the quarters ended May 31, 2012 and 2011 was $0.02 and $0.02, respectively. The basic and fully diluted weighted average shares outstanding for the three months ended May 31, 2012 and 2011 were as
follows:



|                                              |  |                            |            |  |      |  |            | 
|--------------------------------------------- |  | -------------------------- | ---------- |  | ---- |  | ---------- | 
|                                              |  | Three Months Ended May 31, |           
|                                              |  | 2012                       |            |  | 2011 | 
|Basic weighted-average shares outstanding     |  |                            | 47,938,614 |  |      |  | 47,240,449 | 
|Effect of dilutive stock options and warrants |  |                            | 1,156,593  |  |      |  | 721,663    | 
|                                              |  |                            |            |  |      |  |            | 
|Diluted weighted-average shares outstanding   |  |                            | 49,095,207 |  |      |  | 47,962,112 | 
|                                              |  |                            |            |  |      |  |            | 

The Quarter Ended May 31, 2012 Compared to the Quarter Ended May 31, 2011  Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the three months ended May 31, 2012 and 2011, with percent changes,
follows:



|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|------------------------------------------------------------------------ |  | ---------------------------------- | ------ | - | -------- | - | ----- | ---------- |  |  | ------- | -
|                                                                         |  | Three Months Ended May 31,         |        |   | % Change |  
|                                                                         |  | 2012                               |        |   | 2011     |   |       |            | 
|                                                                         |  | (In thousands, except percentages) |        |   |          |  
|                                                                         |  | (Restated)                         |        |   |          |   |       | (Restated) | 
|Revenue                                                                  |  | $                                  | 11,460 |   |          | $ | 9,724 |            |  |  | 17.9    | %
|Cost of revenue (exclusive of depreciation and amortization)             |  |                                    | 5,875  |   |          |   | 4,640 |            |  |  | 26.6    | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Gross profit                                                             |  |                                    | 5,585  |   |          |   | 5,084 |            |  |  | 9.9     | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Gross profit as a percent of revenue                                     |  |                                    | 48.7   | % |          |   | 52.3  | %          |  |  |         |  
|Operating expenses                                                       |  |                                    | 4,239  |   |          |   | 4,001 |            |  |  | 5.9     | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Income from operations                                                   |  |                                    | 1,346  |   |          |   | 1,083 |            |  |  | 24.3    | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Other (expense)/income                                                   |  |                                    | (98    | ) |          |   | 7     |            |  |  | 1,500.0 | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Income before income tax                                                 |  |                                    | 1,248  |   |          |   | 1,090 |            |  |  | 14.5    | %
|Income tax expense                                                       |  |                                    | 112    |   |          |   |      |            |  |  | 100.0   | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Effective tax rate                                                       |  |                                    | 9.0    | % |          |   | 0.0   | %          |  |  |         |  
|Net income                                                               |  |                                    | 1,136  |   |          |   | 1,090 |            |  |  | 4.2     | %
|Less: Net (income)/ loss attributable to non-controlling interest        |  |                                    | (13    | ) |          |   | 25    |            |  |  | 152.0   | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | 1,123  |   |          | $ | 1,115 |            |  |  | 0.7     | %
|                                                                         |  |                                    |        |   |          |   |       |            |  |  |         |  



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Revenue.During the three months ended May 31, 2012, total revenue
increased by $1.7 million, or 17.9%, to $11.5 million compared to the same period last year, as reflected in the following table (in thousands):



|                                                               |  |                        |        |  |      |   |       | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ----- | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Three Months Ended     |       
|                                                               |  | May 31,                |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |      |   |       | 
|Admissions revenue                                             |  | $                      | 7,513  |  |      | $ | 7,613 | 
|Non-refundable license fees for current exhibitions            |  |                        | 1,476  |  |      |   | 1,058 | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Exhibition revenue                                       |  |                        | 8,989  |  |      |   | 8,671 | 
|Merchandise Revenue                                            |  |                        | 2,310  |  |      |   | 1,053 | 
|Management Fee                                                 |  |                        | 111    |  |      |   |      | 
|Licensing Fee                                                  |  |                        | 50     |  |      |   |      | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Revenue                                                  |  | $                      | 11,460 |  |      | $ | 9,724 | 
|                                                               |  |                        |        |  |      |   |       | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |       | 
|Number of venues presented                                     |  |                        | 18     |  |      |   | 17    | 
|Operating days                                                 |  |                        | 1,361  |  |      |   | 1,213 | 
|Attendance (in thousands)                                      |  |                        | 824    |  |      |   | 669   | 
|Average attendance per operating day                           |  |                        | 605    |  |      |   | 551   | 
|Average ticket price at permanent, museums and other locations |  | $                      | 15.06  |  |      | $ | 16.29 | 
|Average retail per attendee                                    |  | $                      | 3.12   |  |      | $ | 2.16  | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue

Exhibition revenue increased by $0.3 million to $9.0 million mainly driven by the increase in the number of exhibitions from 17 in the first
quarter of fiscal 2012 to 18 in the first quarter of fiscal 2013. We do not recognize exhibition revenue or merchandise revenue for the four exhibitions purchased from AEI but instead receive a management fee for managing these properties.

As of May 31, 2012, our portfolio of touring exhibitions contains the following:



|                                                               |  |            |   |  |         |  |    |       |  |  |    | 
|-------------------------------------------------------------- |  | ---------- | - |  | ------- |  | -- | ----- |  |  | -- | 
|                                                               |  | Stationary |   |  | Touring |  |    | Total | 
|Titanic: The Artifact Exhibiton and Titanic: The Experience |  |            | 3 |  |         |  | 6  |       |  |  | 9  | 
|Bodies... The Exhibition and Bodies Revealed               |  |            | 2 |  |         |  | 5  |       |  |  | 7  | 
|Dialog in the Dark                                           |  |            | 1 |  |         |  |   |       |  |  | 1  | 
|Exhibitions under Management                                   |  |            |   |  |         |  |    |       |  |  |    | 
|Tutankhamun and the Golden Age of the Pharoahs               |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|Cleopatra: The Exhibition                                    |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|Real Pirates                                                 |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|America I AM                                                 |  |            |  |  |         |  | 1  |       |  |  | 1  | 
|                                                               |  |            |   |  |         |  |    |       |  |  |    | 
|Total Exhibitions                                              |  |            | 6 |  |         |  | 15 |       |  |  | 21 | 
|                                                               |  |            |   |  |         |  |    |       |  |  |    | 

With 18 exhibitions presented, the Company experienced a corresponding increase in attendance from
approximately 669,000 in the first quarter of fiscal 2012 to approximately 824,000 in the first quarter of fiscal 2013. We attribute this increase in exhibitions and attendance in large part to the Titanics 100 year anniversary. Revenue from
self-run exhibitions was 69% of total revenue in the first quarter of fiscal 2013, compared to 76% of revenue for the first quarter of fiscal 2012. The Companys revenue from self-run exhibitions was comprised of 100% stationary exhibits and 0%
of touring exhibits for the first quarter of fiscal 2013, as compared to 80% stationary exhibits and 20% touring exhibits for the first quarter of fiscal 2012. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $1.3 million to $2.3 million for the quarter ended May 31, 2012. This increase is primarily the result of
online merchandise sales on our e-commerce website, which was re-launched during the third quarter of fiscal 2012, an increase in Titanic exhibitions from 6 in the first quarter of fiscal 2012 to 9 in the first quarter of 2013, and special events
with a direct response marketer, and an online and television retailer, to produce, market, and sell Titanic-themed merchandise in order to capitalize on the 100 year anniversary of the sinking of the Titanic.



46



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##### Table of Contents

Management fee revenue increased due to the management of the AEI properties from April 20,
2012 through May 31, 2012. This is a new revenue stream in fiscal 2013.

Licensing revenue increased due to revenue received for the
use of our intellectual property by a magazine during the first quarter of fiscal 2013.

Cost of revenue.During the
three months ended May 31, 2012, total cost of revenue increased by $1.2 million, or 26.6%, to $5.9 million compared to the same period last year as reflected in the following table:



|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | -------------- | - | ----- | ------------ |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | (in thousands, except percentages) |      
|                                                      |  | Three Months Ended                 |       |   | Percent Change |  
|                                                      |  | May 31,2012                        |       |   | May 31,2011    |   |       | 2012 vs.2011 | 
|Exhibition costs                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Production                                            |  | $                                  | 147   |   |                | $ | 367   |              |  |  | (59.9 | )%
|Operating Expenses                                    |  |                                    | 3,168 |   |                |   | 3,317 |              |  |  | (4.5  | )%
|Marketing                                             |  |                                    | 1,762 |   |                |   | 618   |              |  |  | 185.1 | % 
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|                                                      |  |                                    | 5,077 |   |                |   | 4,302 |              |  |  | 18.0  | % 
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 56.5  | % |                |   | 49.6  | %            |  |  |       |   
|Cost of merchandise                                   |  |                                    | 798   |   |                |   | 338   |              |  |  | 136.1 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 34.5  | % |                |   | 32.1  | %            |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Total                                                 |  | $                                  | 5,875 |   |                | $ | 4,640 |              |  |  | 26.6  | % 
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 51.3  | % |                |   | 47.7  | %            |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   

Gross profit. During the three months ended May 31, 2012, our total gross profit
increased by $0.5 million, as in the first quarter of fiscal 2013 we generated a gross profit of $5.6 million compared to a gross profit of $5.1 million for the same quarter of last year. Our gross profit increased primarily due to the increase in
exhibition and merchandise revenue, as outlined above.

Operating expenses. Our general and administrative expenses
increased by $408 thousand to $3.4 million in the first quarter of fiscal 2013 compared to the same period in fiscal 2012. The increase relates mainly to higher professional fees related to the AEI acquisition and an increase in severance and bonus
expense.

Our depreciation and amortization expenses decreased $170 thousand in the three months ended May 31, 2012 compared to the
same period last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

No assets were disposed of in the first quarter of fiscal 2013 or 2012.

Income from operations.We realized income from operations of $1.3 million in the first quarter of fiscal 2013 as compared
to $1.2 million for the first quarter of fiscal 2012 mainly due to $1.7 million in higher revenue offset slightly by $1.2 million in higher cost of revenues and $0.2 million in higher operating expenses.

Other Income (expense).We recognized interest expense of $110 thousand on our notes payable during the first quarter of
fiscal 2013 as compared to $0 in the first quarter of fiscal 2012.

Income tax expense.We recorded income tax expense
for the three months ended May 31, 2012 of $112 thousand as compared to no income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The
fiscal 2013 income tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net income attributable to non-controlling interest.This represents the income AEI earned on its 10% interest in Premier
Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.



47



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Net income.We realized net income of $1.1 million for the three months ended
May 31, 2012 as compared to $1.1 million for the same period last year.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the three months ended May 31, 2012 and 2011 with percent changes, follows:



|                                                             |  |                                   |       |   |          |   |       |   |  |  |       |  
|------------------------------------------------------------ |  | --------------------------------- | ----- | - | -------- | - | ----- | - |  |  | ----- | -
|                                                             |  | Three Months Ended May 31,        |       |   | % Change |  
|                                                             |  | 2012                              |       |   | 2011     |   |       |   | 
|                                                             |  | (In thousands except percentages) |       |   |          |  
|Revenue                                                      |  | $                                 | 687   |   |          | $ | 454   |   |  |  | 51.3  | %
|Cost of revenue (exclusive of depreciation and amortization) |  |                                   |      |   |          |   |      |   |  |  |      | %
|                                                             |  |                                   |       |   |          |   |       |   |  |  |       |  
|Gross profit                                                 |  |                                   | 687   |   |          |   | 454   |   |  |  | 51.3  | %
|                                                             |  |                                   |       |   |          |   |       |   |  |  |       |  
|Gross profit as a percent of revenue                         |  |                                   | 100.0 | % |          |   | 100.0 | % |  |  |       |  
|Operating expenses                                           |  |                                   | 611   |   |          |   | 466   |   |  |  | 31.1  | %
|                                                             |  |                                   |       |   |          |   |       |   |  |  |       |  
|Net income (loss)                                            |  | $                                 | 76    |   |          | $ | (12   | ) |  |  | 733.3 | %
|                                                             |  |                                   |       |   |          |   |       |   |  |  |       |  

Revenue. During the three months ended May 31, 2012, total revenue increased by $233
thousand, or 51.3%, to $0.7 million compared to the same period in the prior year due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in its
exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic sales. As Titanic revenues increased to $6.9 million from $4.5 million, royalty revenue increased accordingly.

Gross Profit. Gross profit increased based on the 51.3% increase in revenue discussed above.

Operating Expenses.Operating expenses for the three months ended May 31, 2012 increased 31.1% from the same
period in the prior year mainly due to an increase in severance and bonus expense.

Net income (loss). Income for the
three months ended May 31, 2012 was $76 thousand compared to a loss of $12 thousand for the same period in the prior year based on the items discussed above.



48



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Restated  Results of Operations

The Quarter Ended August 31, 2012 Compared to the Quarter Ended August 31, 2011

An analysis of our condensed consolidated statements of operations for the three months ended August 31, 2012 and 2011, with percent
changes, follows:



|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------ | - | --------------- | - | ------ | -------------- |  |  | -------- | --
|                                                                                |  | Analysis of Condensed Consolidated Statements of Operations |       
|                                                                                |  |                                                             |        |   |                 |   |        | Percent Change | 
|                                                                                |  | August 31, 2012                                             |        |   | August 31, 2011 |   |        | 2012vs.2011    | 
|                                                                                |  | (In thousands, except percentages and per share data)       |       
|                                                                                |  | (Restated)                                                  |        |   |                 |   |        | (Restated)     | 
|Revenue                                                                         |  | $                                                           | 13,430 |   |                 | $ | 8,215  |                |  |  | 63.5     | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                                             | 5,242  |   |                 |   | 4,689  |                |  |  | 11.8     | % 
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Gross profit                                                                    |  |                                                             | 8,188  |   |                 |   | 3,526  |                |  |  | 132.2    | % 
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Gross profit as a percent of revenue                                            |  |                                                             | 61.0   | % |                 |   | 42.9   | %              |  |  |          |   
|Operating expenses                                                              |  |                                                             | 5,053  |   |                 |   | 5,502  |                |  |  | (8.2     | )%
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Income (loss) from operations                                                   |  |                                                             | 3,135  |   |                 |   | (1,976 | )              |  |  | 258.7    | % 
|Other income (expense)                                                          |  |                                                             | (146   | ) |                 |   | 7      |                |  |  | (2,185.7 | )%
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Income (loss) before income tax                                                 |  |                                                             | 2,989  |   |                 |   | (1,969 | )              |  |  | 251.8    | % 
|Income tax expense                                                              |  |                                                             | 116    |   |                 |   | 39     |                |  |  | 197.4    | % 
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Effective tax rate                                                              |  |                                                             | 3.9    | % |                 |   | -2.0   | %              |  |  |          |   
|Net income (loss)                                                               |  |                                                             | 2,873  |   |                 |   | (2,008 | )              |  |  | 243.1    | % 
|Less: Net (income) loss attributable to non-controlling interest                |  |                                                             | (194   | ) |                 |   | 214    |                |  |  | 190.7    | % 
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                           | 2,679  |   |                 | $ | (1,794 | )              |  |  | 249.3    | % 
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Net income (loss) per share:                                                    |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Basic income (loss) per share                                                   |  | $                                                           | 0.06   |   |                 | $ | (0.04  | )              |  |  |          |   
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   
|Diluted net income (loss) per share                                             |  | $                                                           | 0.06   |   |                 | $ | (0.04  | )              |  |  |          |   
|                                                                                |  |                                                             |        |   |                 |   |        |                |  |  |          |   

Revenue.During the quarter ended August 31, 2012, total revenue increased by $5.2 million,
or 63.5% to $13.4 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |        |  |      |   |       | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ----- | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Three Months Ended     |       
|                                                               |  | August 31,             |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |      |   |       | 
|Admissions revenue                                             |  | $                      | 9,268  |  |      | $ | 6,600 | 
|Non-refundable license fees for current exhibitions            |  |                        | 1,314  |  |      |   | 738   | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Exhibition revenue                                       |  |                        | 10,582 |  |      |   | 7,338 | 
|Merchandise revenue                                            |  |                        | 2,589  |  |      |   | 877   | 
|Management fee                                                 |  |                        | 250    |  |      |   |      | 
|Licensing fee                                                  |  |                        | 9      |  |      |   |      | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Revenue                                                  |  | $                      | 13,430 |  |      | $ | 8,215 | 
|                                                               |  |                        |        |  |      |   |       | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |       | 
|Number of venues presented                                     |  |                        | 18     |  |      |   | 17    | 
|Operating days                                                 |  |                        | 1,598  |  |      |   | 1,099 | 
|Attendance (in thousands)                                      |  |                        | 924    |  |      |   | 498   | 
|Average attendance per operating day                           |  |                        | 578    |  |      |   | 453   | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.32  |  |      | $ | 17.54 | 
|Average retail per attendee                                    |  | $                      | 3.21   |  |      | $ | 2.32  | 

These key non-financial measurements do not include the AEI properties or merchandise sales.



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Exhibition revenue increased by $3.2 million to $10.6 million mainly driven by an increase in
attendance at the Companys exhibits. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 18 exhibits presented, the Company experienced a corresponding increase in attendance from 497,547 in the second quarter of fiscal 2012
to 924,129 in the second quarter of fiscal 2013. We attribute this increase in exhibitions and attendance in large part to better venue selection and to a lesser extent the Titanics 100th year anniversary. Revenue from self-run exhibitions was
54.9% of total revenue in the second quarter of fiscal 2013, compared to 79.8% of revenue for the second quarter of fiscal 2012. The Companys revenue from self-run exhibitions was comprised of 100% stationary exhibits for the second quarter of
fiscal 2013, as compared to 71.1% stationary exhibits and 28.9% touring exhibits for the second quarter of fiscal 2012. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $1.7 million to $2.6 million for the three months ended August 31, 2012. Merchandise revenue increased due
to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the second quarter of fiscal 2013. Sales related to these merchandising assets
were approximately $550 thousand in the second quarter of fiscal 2013.

Management fee revenue increased due to the management of the AEI
properties for the second quarter of fiscal 2013. This is a new revenue stream in fiscal 2013.

Cost of revenue.During
the three months ended August 31, 2012, total cost of revenue increased by $553 thousand, or 11.8%, to $5.2 million compared to the same period last year, as reflected in the following table.



|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | -------------- | - | ----- | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | (in thousands, except percentages) |      
|                                                      |  | Three Months Ended                 |       |   | Percent Change |  
|                                                      |  | August 31,2012                     |       |   | August 31,2011 |   |       | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|Production                                            |  | $                                  | 196   |   |                | $ | 91    |             |  |  | 115.4 | % 
|Operating Expenses                                    |  |                                    | 2,477 |   |                |   | 2,697 |             |  |  | (8.2  | )%
|Marketing                                             |  |                                    | 1,584 |   |                |   | 1,606 |             |  |  | (1.4  | )%
|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|                                                      |  |                                    | 4,257 |   |                |   | 4,394 |             |  |  | (3.1  | )%
|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 40.2  | % |                |   | 59.9  | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 985   |   |                |   | 295   |             |  |  | 233.9 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 38.0  | % |                |   | 33.6  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|Total                                                 |  | $                                  | 5,242 |   |                | $ | 4,689 |             |  |  | 11.8  | % 
|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 39.0  | % |                |   | 57.1  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |             |  |  |       |   

Our exhibition costs of $4.3 million for the three months ended August 31, 2012 decreased by 3.1%, or
$137 thousand, compared to the same period last year as all exhibition costs categories remained relatively flat.

Cost of merchandise as
a percent of merchandise revenue increased from 33.6% in the second quarter of fiscal 2012 to 38.0% in the second quarter of fiscal 2013 primarily due to higher freight and handling costs.

Gross profit. During the three months ended August 31, 2012, our total gross profit increased by $4.7 million as we
generated a gross profit of $8.2 million compared to $3.5 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses increased by $829 thousand to $4.2 million for the three months
ended August 31, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses.



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Our depreciation and amortization expenses decreased $138 thousand in the three months ended
August 31, 2012 compared to the same period last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter
of fiscal 2012.

During the second quarter of 2011 we recognized an impairment charge related to the termination of our License Agreement
with Playboy. Due to the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of accumulated depreciation and an impairment charge of $141 thousand for construction in progress
comprised of expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.

Additionally, on August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals against the Company.
The agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in the second quarter of fiscal 2012.

Income (loss) from operations.We realized income from operations of $3.1 million in the second quarter of fiscal 2013 as
compared to a loss from operations of $2.0 million for the second quarter of fiscal 2012. This is mainly due to higher income only partially offset by higher expenses and the decrease of $0.4 million in impairment losses and $0.8 million related to
legal settlements as compared to prior year.

Other Income (expense).We recognized interest expense of $222 thousand on our
notes payable during the second quarter of fiscal 2013 as compared to $0 in the second quarter of fiscal 2012. This was only partially offset by a $71 thousand gain on debt modification in the second quarter of fiscal 2013.

Income tax expense.We recorded income tax expense for the three months ended August 31, 2012 of $116 thousand as compared
to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates primarily to foreign tax
expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net (income) loss attributable to non-controlling
interest.This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $2.7 million for the three months ended August 31, 2012 as compared to a net
loss of $1.8 million for the same period last year.



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The Quarter Ended August 31, 2012 Compared to the Quarter Ended August 31, 2011  Segment
results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the three months ended August 31, 2012 and 2011, with percent changes,
follows:



|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------- | - | ------ | ---------- |  |  | -------- | --
|                                                                                |  | Three Months Ended August 31,      |        |   | % Change |  
|                                                                                |  | 2012                               |        |   | 2011     |   |        |            | 
|                                                                                |  | (In thousands, except percentages) |        |   |          |  
|                                                                                |  | (Restated)                         |        |   |          |   |        | (Restated) | 
|Revenue                                                                         |  | $                                  | 13,430 |   |          | $ | 8,215  |            |  |  | 63.5     | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                    | 6,052  |   |          |   | 5,022  |            |  |  | 20.5     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Gross profit                                                                    |  |                                    | 7,378  |   |          |   | 3,193  |            |  |  | 131.1    | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Gross profit as a percent of revenue                                            |  |                                    | 54.9   | % |          |   | 38.9   | %          |  |  |          |   
|Operating expenses                                                              |  |                                    | 4,947  |   |          |   | 5,138  |            |  |  | (3.7     | )%
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Income (loss) from operations                                                   |  |                                    | 2,431  |   |          |   | (1,945 | )          |  |  | (225.0   | )%
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Other income (expense)                                                          |  |                                    | (146   | ) |          |   | 7      |            |  |  | (2,185.7 | )%
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Income before income tax                                                        |  |                                    | 2,285  |   |          |   | (1,938 | )          |  |  | 217.9    | % 
|Income tax expense                                                              |  |                                    | 73     |   |          |   | 39     |            |  |  | 87.2     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Effective tax rate                                                              |  |                                    | 3.2    | % |          |   | -2.0   | %          |  |  |          |   
|Net income (loss)                                                               |  |                                    | 2,212  |   |          |   | (1,977 | )          |  |  | 211.9    | % 
|Less: Net (income)/ loss attributable to non-controlling interest               |  |                                    | (194   | ) |          |   | 214    |            |  |  | 190.7    | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | 2,018  |   |          | $ | (1,763 | )          |  |  | 214.5    | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |          |   

Revenue.During the quarter ended August 31, 2012, total revenue increased by $5.2 million,
or 63.5% to $13.4 million compared to the same period last year, as reflected in the following table.



|                                                               |  |                        |        |  |      |   |       | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ----- | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Three Months Ended     |       
|                                                               |  | August 31,             |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |     
|Admissions revenue                                             |  | $                      | 9,268  |  |      | $ | 6,600 | 
|Non-refundable license fees for current exhibitions            |  |                        | 1,314  |  |      |   | 738   | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Exhibition revenue                                       |  |                        | 10,582 |  |      |   | 7,338 | 
|Merchandise revenue                                            |  |                        | 2,589  |  |      |   | 877   | 
|Management fee                                                 |  |                        | 250    |  |      |   |      | 
|Licensing fee                                                  |  |                        | 9      |  |      |   |      | 
|                                                               |  |                        |        |  |      |   |       | 
|Total Revenue                                                  |  | $                      | 13,430 |  |      | $ | 8,215 | 
|                                                               |  |                        |        |  |      |   |       | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |       | 
|Number of venues presented                                     |  |                        | 18     |  |      |   | 17    | 
|Operating days                                                 |  |                        | 1,598  |  |      |   | 1,099 | 
|Attendance (in thousands)                                      |  |                        | 924    |  |      |   | 498   | 
|Average attendance per operating day                           |  |                        | 578    |  |      |   | 453   | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.32  |  |      | $ | 17.54 | 
|Average retail per attendee                                    |  | $                      | 3.21   |  |      | $ | 2.32  | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue increased by $3.2 million to $10.6 million mainly driven by an increase in attendance at the Companys exhibits. We do
not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.



52



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##### Table of Contents

With 18 exhibits presented, the Company experienced a corresponding increase in attendance from
497,547 in the second quarter of fiscal 2012 to 924,129 in the second quarter of 2013. We attribute this increase in exhibitions and attendance in large part to better venue selection and to a lesser extent the Titanics 100th year anniversary.
Revenue from self-run exhibitions was 54.9% of total revenue in the second quarter of fiscal 2013, compared to 79.8% of revenue for the second quarter of fiscal 2012. The Companys revenue from self-run exhibitions was comprised of 100%
stationary exhibits for the second quarter of fiscal 2013, as compared to 71.1% stationary exhibits and 28.9% touring exhibits for the second quarter of fiscal 2012. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $1.7 million to $2.6 million for the three months ended August 31, 2012. Merchandise revenue increased due
to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the second quarter of fiscal 2013. Sales related to these merchandising assets
were approximately $550 thousand in the second quarter of fiscal 2013.

Management fee revenue increased due to the management of the AEI
properties for the second quarter of fiscal 2013. This is a new revenue stream in fiscal 2013.

Cost of revenue.During
the three months ended August 31, 2012, total cost of revenue increased by 1.0 million, or 20.5%, to $6.1 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | -------------- | - | ----- | ------------ |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | (in thousands, except percentages) |      
|                                                      |  | Three Months Ended                 |       |   | PercentChange  |  
|                                                      |  | August 31,2012                     |       |   | August 31,2011 |   |       | 2012 vs.2011 | 
|Exhibition costs                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Production                                            |  | $                                  | 196   |   |                | $ | 91    |              |  |  | 115.4 | % 
|Operating Expenses                                    |  |                                    | 3,287 |   |                |   | 3,030 |              |  |  | 8.5   | % 
|Marketing                                             |  |                                    | 1,584 |   |                |   | 1,606 |              |  |  | (1.4  | )%
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|                                                      |  |                                    | 5,067 |   |                |   | 4,727 |              |  |  | 7.2   | % 
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 47.9  | % |                |   | 64.4  | %            |  |  |       |   
|Cost of merchandise                                   |  |                                    | 985   |   |                |   | 295   |              |  |  | 233.9 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 38.0  | % |                |   | 33.6  | %            |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Total                                                 |  | $                                  | 6,052 |   |                | $ | 5,022 |              |  |  | 20.5  | % 
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 45.1  | % |                |   | 61.1  | %            |  |  |       |   
|                                                      |  |                                    |       |   |                |   |       |              |  |  |       |   

Our exhibition costs of $5.1 million for the three months ended August 31, 2012 increased by 7.2%, or
$340 thousand, compared to the same period last year as RMS Titanic royalty expense increased by $477 thousand.

Cost of merchandise as a
percent of merchandise revenue increased from 38.0% in the second quarter of fiscal 2012 to 33.6% in the second quarter of fiscal 2013 primarily due to higher freight and handling costs.

Gross profit. During the three months ended August 31, 2012, our total gross profit increased by $4.2 million as we
generated a gross profit of $7.4 million compared to $3.2 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses increased by $1.1 million to $4.1 million for the three months
ended August 31, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses and a decrease in administrative fees charged to our RMS Titanic segment.

Our depreciation and amortization expenses decreased $109 thousand in the three months ended August 31, 2012 compared to the same period
last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

During the second quarter of 2011 we recognized an impairment charge related to the termination of our License Agreement with Playboy. Due to
the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of accumulated depreciation and an impairment charge of $141 thousand for construction in progress comprised of
expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.



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Additionally, on August 16, 2011, we entered into an agreement to fully settle all claims of
Sports Immortals against the Company. The agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in the second quarter
of fiscal 2012.

Income (loss) from operations.We realized income from operations of $2.4 million in the second
quarter of fiscal 2013 as compared to a loss from operations of $1.9 million for the second quarter of fiscal 2012. This is mainly due to higher income only partially offset by higher expenses and the decrease of $0.4 million in impairment losses
and $0.8 million related to legal settlements as compared to prior year.

Other Income (expense).We recognized
interest expense of $222 thousand on our notes payable during the second quarter of fiscal 2013 as compared to $0 in the second quarter of fiscal 2012. This was only partially offset by a $71 thousand gain on debt modification in the second quarter
of fiscal 2013.

Income tax expense.We recorded income tax expense for the three months ended August 31, 2012 of
$73 thousand as compared to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates
primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net (income) loss
attributable to non-controlling interest.This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $2.0 million for the three months ended August 31, 2012 as compared to a
net loss of $1.8 million for the same period last year.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the three months ended August 31, 2012 and 2011 with percent changes, follows:



|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|------------------------------------------------------------ |  | ---------------------------------- | ----- | - | -------- | - | ----- | - |  |  | ------- | --
|                                                             |  | Three Months Ended August 31,      |       |   | % Change |  
|                                                             |  | 2012                               |       |   | 2011     |   |       |   | 
|                                                             |  | (In thousands, except percentages) |       |   |          |  
|Revenue                                                      |  | $                                  | 810   |   |          | $ | 333   |   |  |  | 143.2   | % 
|Cost of revenue (exclusive of depreciation and amortization) |  |                                    |      |   |          |   |      |   |  |  |        | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Gross profit                                                 |  |                                    | 810   |   |          |   | 333   |   |  |  | 143.2   | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Gross profit as a percent of revenue                         |  |                                    | 100.0 | % |          |   | 100.0 | % |  |  |         |   
|Operating expenses                                           |  |                                    | 106   |   |          |   | 364   |   |  |  | (70.9   | )%
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Income (loss) before tax                                     |  |                                    | 704   |   |          |   | (31   | ) |  |  | 2,371.0 | % 
|Income tax expense                                           |  |                                    | 43    |   |          |   |      |   |  |  | N/A     | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Net income (loss)                                            |  | $                                  | 661   |   |          | $ | (31   | ) |  |  | 2,232.3 | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   

Revenue.During the three months ended August 31, 2012, total revenue increased by
$477 thousand, or 143.2%, to $0.8 million compared to the same period in the prior year due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in
its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic exhibition revenues increased to $8.1 million from $3.3 million, royalty
revenue increased accordingly.

Gross Profit.Gross profit increased based on the 143.2% increase in revenue discussed
above.

Operating Expenses.Operating expenses for the three months ended August 31, 2012 decreased 70.9%
from the same period in the prior year mainly due to a change in the methodology used to calculate the administrative fee charged to RMS Titanic.

Income tax expense.We recorded income tax expense for the three months ended August 31, 2012 of $43 thousand as
compared to $0 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates to the Federal
Alternative Minimum Tax.



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Net income (loss).Income for the three months ended August 31,
2012 was $661 thousand compared to a loss of $31 thousand for the same period in the prior year based on the items discussed above.

The Six Months
Ended August 31, 2012 Compared to the Six Months Ended August 31, 2011

An analysis of our condensed consolidated
statements of operations for the six months ended August 31, 2012 and 2011, with percent changes, follows:



|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------ | - | -------------- | - | ------ | -------------- |  |  | -------- | --
|                                                                                |  | Analysis of Condensed Consolidated Statements of Operations |       
|                                                                                |  |                                                             |        |   |                |   |        | Percent Change | 
|                                                                                |  | August 31,2012                                              |        |   | August 31,2011 |   |        | 2012vs.2011    | 
|                                                                                |  | (In thousands, except percentages and per share data)       |       
|                                                                                |  | (Restated)                                                  |        |   |                |   |        | (Restated)     | 
|Revenue                                                                         |  | $                                                           | 24,890 |   |                | $ | 17,940 |                |  |  | 38.7     | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                                             | 10,430 |   |                |   | 8,875  |                |  |  | 17.5     | % 
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Gross profit                                                                    |  |                                                             | 14,460 |   |                |   | 9,065  |                |  |  | 59.5     | % 
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Gross profit as a percent of revenue                                            |  |                                                             | 58.1   | % |                |   | 50.5   | %              |  |  |          |   
|Operating expenses                                                              |  |                                                             | 9,903  |   |                |   | 9,969  |                |  |  | (0.7     | )%
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Income (loss) from operations                                                   |  |                                                             | 4,557  |   |                |   | (904   | )              |  |  | 604.1    | % 
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Other income                                                                    |  |                                                             | (244   | ) |                |   | 14     |                |  |  | (1,842.9 | )%
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Income (loss) before income tax                                                 |  |                                                             | 4,313  |   |                |   | (890   | )              |  |  | 584.6    | % 
|Income tax expense                                                              |  |                                                             | 228    |   |                |   | 39     |                |  |  | (484.6   | )%
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Effective tax rate                                                              |  |                                                             | 5.3    | % |                |   | -4.4   | %              |  |  |          |   
|Net income (loss)                                                               |  |                                                             | 4,085  |   |                |   | (929   | )              |  |  | 539.7    | % 
|Less: Net (income) loss attributable to non-controlling interest                |  |                                                             | (207   | ) |                |   | 239    |                |  |  | 186.6    | % 
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                           | 3,878  |   |                | $ | (690   | )              |  |  | 662.0    | % 
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Net income (loss) per share:                                                    |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Basic income (loss) per share                                                   |  | $                                                           | 0.08   |   |                | $ | (0.01  | )              |  |  |          |   
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   
|Diluted net income (loss) per share                                             |  | $                                                           | 0.08   |   |                | $ | (0.01  | )              |  |  |          |   
|                                                                                |  |                                                             |        |   |                |   |        |                |  |  |          |   



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Revenue.During the quarter ended August 31, 2012, total revenue increased by
$7.0 million, or 38.7% to $24.9 million compared to the same period last year, as reflected in the following table.



|                                                               |  |                        |        |  |      |   |        | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ------ | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Six Months Ended       |       
|                                                               |  | August 31,             |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |      |   |        | 
|Admissions revenue                                             |  | $                      | 16,781 |  |      | $ | 14,213 | 
|Non-refundable license fees for current exhibitions            |  |                        | 2,790  |  |      |   | 1,797  | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Exhibition revenue                                       |  |                        | 19,571 |  |      |   | 16,010 | 
|Merchandise revenue                                            |  |                        | 4,899  |  |      |   | 1,930  | 
|Management fee                                                 |  |                        | 361    |  |      |   |       | 
|Licensing fee                                                  |  |                        | 59     |  |      |   |       | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Revenue                                                  |  | $                      | 24,890 |  |      | $ | 17,940 | 
|                                                               |  |                        |        |  |      |   |        | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |        | 
|Number of venues presented                                     |  |                        | 23     |  |      |   | 20     | 
|Operating days                                                 |  |                        | 2,959  |  |      |   | 2,312  | 
|Attendance (in thousands)                                      |  |                        | 1,748  |  |      |   | 1,166  | 
|Average attendance per operating day                           |  |                        | 591    |  |      |   | 505    | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.67  |  |      | $ | 16.82  | 
|Average retail per attendee                                    |  | $                      | 3.05   |  |      | $ | 2.22   | 
|                                                               | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue increased by $3.5 million to $19.6 million mainly driven by an increase in attendance at the Companys exhibits. We do
not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 23
exhibits presented, the Company experienced a corresponding increase in attendance from 1,166,494 in the first six months of fiscal 2012 to 1,747,967 in the first six months of 2013. We attribute this increase in exhibitions and attendance in large
part to better venue selection and to a lesser extent the Titanics 100th year anniversary. Revenue from self-run exhibitions was 61.3% of total revenue in the first half of fiscal 2013, compared to 77.5% of revenue for the first half of fiscal
2012. The Companys revenue from self-run exhibitions was comprised of 100% stationary exhibits for the six months ended August 31, 2012, as compared to 84.5% stationary exhibits and 15.5% touring exhibits for the six months ended
August 31, 2011. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $3.0 million to $4.9 million for the
three months ended August 31, 2012. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the
second quarter of fiscal 2013. Sales related to these merchandising assets were approximately $550 thousand in the second quarter of fiscal 2013.

Management fee revenue increased due to the management of the AEI properties for the first six months of fiscal 2013. This is a new revenue
stream in fiscal 2013.

Licensing fee revenue increased due to revenue received for the use of our intellectual property.



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Cost of revenue.During the three months ended August 31, 2012, total
cost of revenue increased by $1.6 million, or 17.5%, to $10.4 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | -------------- | - | ----- | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | (in thousands, except percentages) |       
|                                                      |  | Six Months Ended                   |        |   | Percent Change |  
|                                                      |  | August 31,2012                     |        |   | August 31,2011 |   |       | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Production                                            |  | $                                  | 343    |   |                | $ | 458   |             |  |  | (25.1 | )%
|Operating Expenses                                    |  |                                    | 4,958  |   |                |   | 5,561 |             |  |  | (10.8 | )%
|Marketing                                             |  |                                    | 3,346  |   |                |   | 2,223 |             |  |  | 50.5  | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|                                                      |  |                                    | 8,647  |   |                |   | 8,242 |             |  |  | 4.9   | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 44.2   | % |                |   | 51.5  | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 1,783  |   |                |   | 633   |             |  |  | 181.7 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 36.4   | % |                |   | 32.8  | %           |  |  |       |   
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Total                                                 |  | $                                  | 10,430 |   |                | $ | 8,875 |             |  |  | 17.5  | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 41.9   | % |                |   | 49.5  | %           |  |  |       |   
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   

Our exhibition costs of $8.6 million for the six months ended August 31, 2012 increased by 4.9%, or $405
thousand, compared to the same period last year due mainly to an increase of marketing expense only partially offset by decreases in production and operating expenses.

Cost of merchandise as a percent of merchandise revenue increased from 32.8% in the first half of fiscal 2012 to 36.4% in the first half of
fiscal 2013 primarily due to higher freight and handling costs.

Gross profit. During the six months ended
August 31, 2012, our total gross profit increased by $5.4 million as we generated a gross profit of $14.5 million compared to $9.1 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and
merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses increased by $1.4
million to $8.2 million for the six months ended August 31, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses.

Our depreciation and amortization expenses decreased $279 thousand in the six months ended August 31, 2012 compared to the same period
last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

During the second quarter of 2011 we recognized an impairment charge related to the termination of our License Agreement with Playboy. Due to
the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of accumulated depreciation and an impairment charge of $141 thousand for construction in progress comprised of
expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.

Additionally, on August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals against the Company. The
agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in the second quarter of fiscal 2012.

Income (loss) from operations.We realized income from operations of $4.6 million in the second half of fiscal 2013 as
compared to a loss from operations of $0.9 million for the first half of fiscal 2012. This is mainly due to higher income only partially offset by higher expenses and the decrease of $0.4 million in impairment losses and $0.8 million related to
legal settlements as compared to prior year.

Other Income (expense).We recognized interest expense of $332 thousand
on our notes payable during the first half of fiscal 2013 as compared to $0 in the second quarter of fiscal 2012. This was only partially offset by a $71 thousand gain on debt modification in the first half of fiscal 2013.

Income tax expense.We recorded income tax expense for the six months ended August 31, 2012 of $228 thousand as
compared to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates primarily to
foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.



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Net (income) loss attributable to non-controlling interest.This represents
the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $3.9 million for the three months ended August 31, 2012 as compared to a
net loss of $0.7 million for the same period last year.

The Six Months Ended August 31, 2012 Compared to the Six Months Ended August 31,
2011  Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the six months ended August 31, 2012 and 2011, with percent changes,
follows:



|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------- | - | ------ | ---------- |  |  | ------- | --
|                                                                                |  | Six Months Ended August 31,        |        |   | % Change |  
|                                                                                |  | 2012                               |        |   | 2011     |   |        |            | 
|                                                                                |  | (In thousands, except percentages) |        |   |          |  
|                                                                                |  | (Restated)                         |        |   |          |   |        | (Restated) | 
|Revenue                                                                         |  | $                                  | 24,890 |   |          | $ | 17,940 |            |  |  | 38.7    | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                    | 11,927 |   |          |   | 9,662  |            |  |  | 23.4    | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Gross profit                                                                    |  |                                    | 12,963 |   |          |   | 8,278  |            |  |  | 56.6    | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Gross profit as a percent of revenue                                            |  |                                    | 52.1   | % |          |   | 46.1   | %          |  |  |         |   
|Operating expenses                                                              |  |                                    | 9,186  |   |          |   | 9,140  |            |  |  | 0.5     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Income (loss) from operations                                                   |  |                                    | 3,777  |   |          |   | (862   | )          |  |  | (538.2  | )%
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Other income (expense)                                                          |  |                                    | (244   | ) |          |   | 14     |            |  |  | 1,842.9 | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Income before income tax                                                        |  |                                    | 3,533  |   |          |   | (848   | )          |  |  | (516.6  | )%
|Income tax expense                                                              |  |                                    | 185    |   |          |   | 39     |            |  |  | 374.4   | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Effective tax rate                                                              |  |                                    | 5.2    | % |          |   | -4.6   | %          |  |  |         |   
|Net income (loss)                                                               |  |                                    | 3,348  |   |          |   | (887   | )          |  |  | 477.5   | % 
|Less: Net (income)/ loss attributable to non-controlling interest               |  |                                    | (207   | ) |          |   | 239    |            |  |  | 186.6   | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | 3,141  |   |          | $ | (648   | )          |  |  | 584.7   | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |         |   



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Revenue.During the quarter ended August 31, 2012, total revenue
increased by $7.0 million, or 38.7% to $24.9 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |        |  |      |   |        | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ------ | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Six Months Ended       |       
|                                                               |  | August 31,             |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |      |   |        | 
|Admissions revenue                                             |  | $                      | 16,781 |  |      | $ | 14,213 | 
|Non-refundable license fees for current exhibitions            |  |                        | 2,790  |  |      |   | 1,797  | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Exhibition revenue                                       |  |                        | 19,571 |  |      |   | 16,010 | 
|Merchandise revenue                                            |  |                        | 4,899  |  |      |   | 1,930  | 
|Management fee                                                 |  |                        | 361    |  |      |   |       | 
|Licensing fee                                                  |  |                        | 59     |  |      |   |       | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Revenue                                                  |  | $                      | 24,890 |  |      | $ | 17,940 | 
|                                                               |  |                        |        |  |      |   |        | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |        | 
|Number of venues presented                                     |  |                        | 23     |  |      |   | 20     | 
|Operating days                                                 |  |                        | 2,959  |  |      |   | 2,312  | 
|Attendance (in thousands)                                      |  |                        | 1,748  |  |      |   | 1,166  | 
|Average attendance per operating day                           |  |                        | 591    |  |      |   | 505    | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.67  |  |      | $ | 16.82  | 
|Average retail per attendee                                    |  | $                      | 3.05   |  |      | $ | 2.22   | 
|                                                               | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue increased by $3.5 million to $19.6 million mainly driven by an increase in attendance at the Companys exhibits. We do
not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 23
exhibits presented, the Company experienced a corresponding increase in attendance from 1,166,494 in the first six months of fiscal 2012 to 1,747,967 in the first six months of 2013. We attribute this increase in exhibitions and attendance in large
part to better venue selection and to a lesser extent the Titanics 100th year anniversary. Revenue from self-run exhibitions was 61.3% of total revenue in the first half of fiscal 2013, compared to 77.5% of revenue for the first half of fiscal
2012. The Companys revenue from self-run exhibitions was comprised of 100% stationary exhibits for the six months ended August 31, 2012, as compared to 84.5% stationary exhibits and 15.5% touring exhibits for the six months ended
August 31, 2011. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $3.0 million to $4.9 million for the six
months ended August 31, 2012. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the second
quarter of fiscal 2013. Sales related to these merchandising assets were approximately $550 thousand in the second quarter of fiscal 2013.

Management fee revenue increased due to the management of the AEI properties for the first six months of fiscal 2013. This is a new revenue
stream in fiscal 2013.

Licensing fee revenue increased due to revenue received for the use of our intellectual property.



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Cost of revenue.During the three months ended August 31, 2012, total
cost of revenue increased by $2.3 million, or 23.4%, to $11.9 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | -------------- | - | ----- | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | (in thousands, except percentages) |       
|                                                      |  | Six Months Ended                   |        |   | PercentChange  |  
|                                                      |  | August 31,2012                     |        |   | August 31,2011 |   |       | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Production                                            |  | $                                  | 343    |   |                | $ | 458   |             |  |  | (25.1 | )%
|Operating Expenses                                    |  |                                    | 6,455  |   |                |   | 6,348 |             |  |  | 1.7   | % 
|Marketing                                             |  |                                    | 3,346  |   |                |   | 2,223 |             |  |  | 50.5  | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|                                                      |  |                                    | 10,144 |   |                |   | 9,029 |             |  |  | 12.3  | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 51.8   | % |                |   | 56.4  | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 1,783  |   |                |   | 633   |             |  |  | 181.7 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 36.4   | % |                |   | 32.8  | %           |  |  |       |   
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Total                                                 |  | $                                  | 11,927 |   |                | $ | 9,662 |             |  |  | 23.4  | % 
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 47.9   | % |                |   | 53.9  | %           |  |  |       |   
|                                                      |  |                                    |        |   |                |   |       |             |  |  |       |   

Our exhibition costs of $10.1 million for the six months ended August 31, 2012 increased by 12.3%, or
$1.0 million, compared to the same period last year due mainly to an increase of marketing expense, and an increase in RMS Titanic royalty fees only partially offset by decreases in production and other operating expenses.

Cost of merchandise as a percent of merchandise revenue increased from 32.8% in the first half of fiscal 2012 to 36.4% in the first half of
fiscal 2013 primarily due to higher freight and handling costs.

Gross profit. During the six months ended
August 31, 2012, our total gross profit increased by $4.7 million as we generated a gross profit of $13.0 million compared to $8.3 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and
merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses increased by $1.5
million to $7.5 million for the six months ended August 31, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses as well as a decrease in administrative fees charged to our RMS Titanic
segment.

Our depreciation and amortization expenses decreased $279 thousand in the six months ended August 31, 2012 compared to the
same period last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

During the second quarter of 2011 we recognized an impairment charge related to the termination of our License Agreement with Playboy. Due to
the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of accumulated depreciation and an impairment charge of $141 thousand for construction in progress comprised of
expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.

Additionally, on August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals against the Company. The
agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in the second quarter of fiscal 2012.

Income (loss) from operations.We realized income from operations of $3.8 million in the second half of fiscal 2013 as
compared to a loss from operations of $0.9 million for the first half of fiscal 2012. This is mainly due to higher income only partially offset by higher expenses and the decrease of $0.4 million in impairment losses and $0.8 million related to
legal settlements as compared to prior year.

Other Income (expense).We recognized interest expense of $332 thousand
on our notes payable during the first half of fiscal 2013 as compared to $0 in the second quarter of fiscal 2012. This was only partially offset by a $71 thousand gain on debt modification in the first half of fiscal 2013.



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Income tax expense.We recorded income tax expense for the six months ended
August 31, 2012 of $185 thousand as compared to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013
income tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net (income) loss attributable to non-controlling interest.This represents the income AEG Live, LLC earned on its 10%
interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $3.1 million for the six months ended August 31, 2012 as compared to a
net loss of $0.6 million for the same period last year.

RMS TitanicSegment

An analysis of operations for our RMS Titanic segment for the six months ended August 31, 2012 and 2011 with percent changes, follows:



|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|------------------------------------------------------------ |  | ---------------------------------- | ----- | - | -------- | - | ----- | - |  |  | ------- | --
|                                                             |  | Six Months Ended August 31,        |       |   | % Change |  
|                                                             |  | 2012                               |       |   | 2011     |   |       |   | 
|                                                             |  | (In thousands, except percentages) |       |   |          |  
|Revenue                                                      |  | $                                  | 1,497 |   |          | $ | 787   |   |  |  | 90.2    | % 
|Cost of revenue (exclusive of depreciation and amortization) |  |                                    |      |   |          |   |      |   |  |  |        | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Gross profit                                                 |  |                                    | 1,497 |   |          |   | 787   |   |  |  | 90.2    | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Gross profit as a percent of revenue                         |  |                                    | 100.0 | % |          |   | 100.0 | % |  |  |         |   
|Operating expenses                                           |  |                                    | 717   |   |          |   | 829   |   |  |  | (13.5   | )%
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Income (loss) before tax                                     |  |                                    | 780   |   |          |   | (42   | ) |  |  | 1,957.1 | % 
|Income tax expense                                           |  |                                    | 43    |   |          |   |      |   |  |  | N/A     | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   
|Net income (loss)                                            |  | $                                  | 737   |   |          | $ | (42   | ) |  |  | 1,854.8 | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |         |   

Revenue.During the six months ended August 31, 2012, total revenue increased by $710
thousand, or 90.2%, to $1.5 million compared to the same period in the prior year due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in its
exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic exhibition revenues increased to $15.0 million from $7.9 million, royalty
revenue increased accordingly.

Gross Profit.Gross profit increased based on the 90.2% increase in revenue discussed
above.

Operating Expenses.Operating expenses for the six months ended August 31, 2012 decreased 13.5%
from the same period in the prior year mainly due to a change in the methodology used to calculate the administrative fee charged to RMS Titanic.

Income tax expense.We recorded income tax expense for the six months ended August 31, 2012 of $43 thousand as
compared to $0 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates to the Federal
Alternative Minimum Tax.

Net income (loss). Income for the six months ended August 31, 2012 was $737 thousand
compared to a loss of $42 thousand for the same period in the prior year based on the items discussed above.



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Restated  Results of Operations

The Quarter Ended November 30, 2012 Compared to the Quarter Ended November 30, 2011

An analysis of our condensed consolidated statements of operations for the three months ended November 30, 2012 and 2011, with percent
changes, follows:



|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|---------------------------------------------------------------------- |  | ----------------------------------------------------------- | ----- | - | ---------------- | - | ------ | -------------- |  |  | ------- | --
|                                                                       |  | Analysis of Condensed Consolidated Statements of Operations |      
|                                                                       |  |                                                             |       |   |                  |   |        | Percent Change | 
|                                                                       |  | November 30,2012                                            |       |   | November 30,2011 |   |        | 2012vs.2011    | 
|                                                                       |  | (In thousands, except percentages and per share data)       |      
|                                                                       |  | (Restated)                                                  |       |   |                  |   |        | (Restated)     | 
|Revenue                                                                |  | $                                                           | 7,912 |   |                  | $ | 6,226  |                |  |  | 27.1    | % 
|Cost of revenue (exclusive of depreciation and amortization)           |  |                                                             | 4,422 |   |                  |   | 3,958  |                |  |  | 11.7    | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Gross profit                                                           |  |                                                             | 3,490 |   |                  |   | 2,268  |                |  |  | 53.9    | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Gross profit as a percent of revenue                                   |  |                                                             | 44.1  | % |                  |   | 36.4   | %              |  |  |         |   
|Operating expenses                                                     |  |                                                             | 4,222 |   |                  |   | 4,444  |                |  |  | (5.0    | )%
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Loss from operations                                                   |  |                                                             | (732  | ) |                  |   | (2,176 | )              |  |  | 66.4    | % 
|Other income (expense)                                                 |  |                                                             | (198  | ) |                  |   | (12    | )              |  |  | 1,550.0 | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Loss before income taxes                                               |  |                                                             | (930  | ) |                  |   | (2,188 | )              |  |  | 57.5    | % 
|Income tax expense                                                     |  |                                                             | 49    |   |                  |   |       |                |  |  | N/A     | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Effective tax rate                                                     |  |                                                             | -5.3  | % |                  |   | 0.0    | %              |  |  |         |   
|Net income (loss)                                                      |  |                                                             | (979  | ) |                  |   | (2,188 | )              |  |  | 55.3    | % 
|Less: Net loss attributable to non-controlling interest                |  |                                                             | 149   |   |                  |   |       |                |  |  | N/A     | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Net loss attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                           | (830  | ) |                  | $ | (2,188 | )              |  |  | 62.1    | % 
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Net loss per share:                                                    |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Basic loss per share                                                   |  | $                                                           | (0.01 | ) |                  | $ | (0.05  | )              |  |  |         |   
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   
|Diluted net loss per share                                             |  | $                                                           | (0.01 | ) |                  | $ | (0.05  | )              |  |  |         |   
|                                                                       |  |                                                             |       |   |                  |   |        |                |  |  |         |   

Revenue.During the quarter ended November 30, 2012, total revenue increased by $1.7
million, or 27.1% to $7.9 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |       |  |      |   |       | 
|-------------------------------------------------------------- |  | ---------------------- | ----- |  | ---- | - | ----- | 
|                                                               |  | Revenue (in thousands) |      
|                                                               |  | Three Months Ended     |      
|                                                               |  | November 30,           |      
|                                                               |  | 2012                   |       |  | 2011 |  
|Exhibition Revenue                                             |  |                        |       |  |      |   |       | 
|Admissions revenue                                             |  | $                      | 4,876 |  |      | $ | 4,827 | 
|Non-refundable license fees for current exhibitions            |  |                        | 577   |  |      |   | 755   | 
|                                                               |  |                        |       |  |      |   |       | 
|Total Exhibition revenue                                       |  |                        | 5,453 |  |      |   | 5,582 | 
|Merchandise revenue                                            |  |                        | 2,209 |  |      |   | 644   | 
|Management fee                                                 |  |                        | 250   |  |      |   |      | 
|                                                               |  |                        |       |  |      |   |       | 
|Total Revenue                                                  |  | $                      | 7,912 |  |      | $ | 6,226 | 
|                                                               |  |                        |       |  |      |   |       | 
|Key Non-financial Measurements                                 |  |                        |       |  |      |   |       | 
|Number of venues presented                                     |  |                        | 26    |  |      |   | 18    | 
|Operating days                                                 |  |                        | 1,246 |  |      |   | 1,244 | 
|Attendance (in thousands)                                      |  |                        | 497   |  |      |   | 373   | 
|Average attendance per operating day                           |  |                        | 399   |  |      |   | 304   | 
|Average ticket price at permanent, museums and other locations |  | $                      | 16.00 |  |      | $ | 16.48 | 
|Average retail per attendee                                    |  | $                      | 3.54  |  |      | $ | 1.99  | 

These key non-financial measurements do not include the AEI properties or merchandise sales.



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Exhibition revenue decreased by $0.1 million to $5.5 million. During the third quarter of fiscal
2013 revenue was negatively affected by Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This closing is estimated to have
decreased revenue by approximately $400,000. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 26 exhibits presented, the Company experienced a corresponding increase in attendance from 372,683 in the third quarter of fiscal 2012 to
496,895 in the third quarter of fiscal 2013. We attribute this increase in attendance in large part to better venue selection, having 1 additional touring Bodies and 1 additional stationary Titanic exhibition, and to a lesser extent the
Titanics 100th year anniversary. Revenue from self-run exhibitions was 58.1% of total revenue in the third quarter of fiscal 2013, compared to 91.8% of revenue for the third quarter of fiscal 2012. During the third quarter of fiscal 2012 and
2013, all of our revenue from self-run exhibitions was derived from stationary exhibits. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $1.6 million to $2.2 million for the three months ended November 30, 2012. Merchandise revenue increased
due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the third quarter of fiscal 2013. Sales related to the Exhibit
Merchandising, LLC assets were approximately $824 thousand in the third quarter of fiscal 2013.

Management fee revenue increased due to
the management of the AEI properties for the third quarter of fiscal 2013. This is a new revenue stream in fiscal 2013.

Cost of
revenue.During the three months ended November 30, 2012, total cost of revenue increase by $464 thousand, or 11.7%, to $4.4 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | ---------------- | - | ----- | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | (in thousands, except percentages) |      
|                                                      |  | Three Months Ended                 |       |   | Percent Change   |  
|                                                      |  | November 30,2012                   |       |   | November 30,2011 |   |       | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Production                                            |  | $                                  | 198   |   |                  | $ | 211   |             |  |  | (6.2  | )%
|Operating Expenses                                    |  |                                    | 2,485 |   |                  |   | 2,424 |             |  |  | 2.5   | % 
|Marketing                                             |  |                                    | 876   |   |                  |   | 1,054 |             |  |  | (16.9 | )%
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|                                                      |  |                                    | 3,559 |   |                  |   | 3,689 |             |  |  | (3.5  | )%
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 65.3  | % |                  |   | 66.1  | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 863   |   |                  |   | 269   |             |  |  | 220.8 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 39.1  | % |                  |   | 41.8  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Total                                                 |  | $                                  | 4,422 |   |                  | $ | 3,958 |             |  |  | 11.7  | % 
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 55.9  | % |                  |   | 63.6  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   

Our exhibition costs of $3.6 million for the three months ended November 30, 2012 decreased by 3.5%, or
$130 thousand, compared to the same period last year as all exhibition costs categories remained relatively flat.

Cost of merchandise as
a percent of merchandise revenue decreased from 41.8% in the third quarter of fiscal 2012 to 39.1% in the third quarter of fiscal 2013 primarily due to lower merchandise costs based on better vendor contracts.

Gross profit. During the three months ended November 30, 2012, our total gross profit increased by $1.2 million as we
generated a gross profit of $3.5 million compared to $2.3 million for the same period last year. Our gross profit increased primarily due to the increase in merchandise and management fee revenues as outlined above. However, gross margin and net
income was negatively affected by approximately $320 thousand due to Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This
amount reflects the unavoidable expenses incurred in late October and November 2012, during which no revenue was earned at the Seaport.

Operating expenses. Our general and administrative expenses decreased by $212 thousand to $3.3 million for the three months
ended November 30, 2012 compared to the same period last year. The decrease is primarily due to a decrease in professional fees and office expenses only partially offset by an increase in compensation related expenses.



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Our depreciation and amortization expenses were relatively flat with prior year as we placed our
3D and 2D film assets in service during the 3rd quarter of fiscal 2013. This increase in amortization expense was offset by lower depreciation expense as many fixed assets are now fully
depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012.

Loss from
operations.We realized loss from operations of $0.7 million in the third quarter of fiscal 2013 as compared to a loss from operations of $2.2 million for the third quarter of fiscal 2012. This is mainly due to higher merchandise and
management fee revenues.

Other Income (expense).We recognized interest expense of $211 thousand on our notes payable
during the third quarter of fiscal 2013 as compared to $4 thousand in the third quarter of fiscal 2012.

Income tax
expense.We recorded income tax expense for the three months ended November 30, 2012 of $49 thousand as compared to $0 in income tax for the same period in the prior year. The Company has prior operating losses that are being
carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax.

Net (income) loss attributable to non-controlling interest.This represents the income AEG Live, LLC earned on its 10%
interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net loss.We realized net loss of $0.8 million for the three months ended November 30, 2012 as compared to a net loss
of $2.2 million for the same period last year. Of this amount, a net loss of $270 thousand is attributable to our location at The South Street Seaport in late October and November 2012.

The Quarter Ended November 30, 2012 Compared to the Quarter Ended November 30, 2011  Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the three months ended November 30, 2012 and 2011, with percent
changes, follows:



|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|---------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------- | - | ------ | ---------- |  |  | ------- | --
|                                                                       |  | Three Months EndedNovember 30,     |        |   | % Change |  
|                                                                       |  | 2012                               |        |   | 2011     |   |        |            | 
|                                                                       |  | (In thousands, except percentages) |        |   |          |  
|                                                                       |  | (Restated)                         |        |   |          |   |        | (Restated) | 
|Revenue                                                                |  | $                                  | 7,912  |   |          | $ | 6,226  |            |  |  | 27.1    | % 
|Cost of revenue (exclusive of depreciation and amortization)           |  |                                    | 4,847  |   |          |   | 4,233  |            |  |  | 14.5    | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Gross profit                                                           |  |                                    | 3,065  |   |          |   | 1,993  |            |  |  | 53.8    | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Gross profit as a percent of revenue                                   |  |                                    | 38.7   | % |          |   | 32.0   | %          |  |  |         |   
|Operating expenses                                                     |  |                                    | 4,038  |   |          |   | 4,014  |            |  |  | 0.6     | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Loss from operations                                                   |  |                                    | (973   | ) |          |   | (2,021 | )          |  |  | (51.9   | )%
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Other expense                                                          |  |                                    | (198   | ) |          |   | (12    | )          |  |  | 1,550.0 | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Loss before income tax                                                 |  |                                    | (1,171 | ) |          |   | (2,033 | )          |  |  | 42.4    | % 
|Income tax expense                                                     |  |                                    | 15     |   |          |   |       |            |  |  | N/A     | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Effective tax rate                                                     |  |                                    | -1.3   | % |          |   | 0.0    | %          |  |  |         |   
|Net loss                                                               |  |                                    | (1,186 | ) |          |   | (2,033 | )          |  |  | 41.7    | % 
|Less: Net loss attributable to non-controlling interest                |  |                                    | 149    |   |          |   |       |            |  |  | N/A     | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   
|Net loss attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | (1,037 | ) |          | $ | (2,033 | )          |  |  | 49.0    | % 
|                                                                       |  |                                    |        |   |          |   |        |            |  |  |         |   



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Revenue.During the quarter ended November 30, 2012, total revenue increased
by $1.7 million, or 27.1% to $7.9 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |       |  |      |   |       | 
|-------------------------------------------------------------- |  | ---------------------- | ----- |  | ---- | - | ----- | 
|                                                               |  | Revenue (in thousands) |      
|                                                               |  | Three Months Ended     |      
|                                                               |  | November 30,           |      
|                                                               |  | 2012                   |       |  | 2011 |  
|Exhibition Revenue                                             |  |                        |       |  |     
|Admissions revenue                                             |  | $                      | 4,876 |  |      | $ | 4,827 | 
|Non-refundable license fees for current exhibitions            |  |                        | 577   |  |      |   | 755   | 
|                                                               |  |                        |       |  |      |   |       | 
|Total Exhibition revenue                                       |  |                        | 5,453 |  |      |   | 5,582 | 
|Merchandise revenue                                            |  |                        | 2,209 |  |      |   | 644   | 
|Management fee                                                 |  |                        | 250   |  |      |   |      | 
|                                                               |  |                        |       |  |      |   |       | 
|Total Revenue                                                  |  | $                      | 7,912 |  |      | $ | 6,226 | 
|                                                               |  |                        |       |  |      |   |       | 
|Key Non-financial Measurements                                 |  |                        |       |  |      |   |       | 
|Number of venues presented                                     |  |                        | 26    |  |      |   | 18    | 
|Operating days                                                 |  |                        | 1,246 |  |      |   | 1,244 | 
|Attendance (in thousands)                                      |  |                        | 497   |  |      |   | 373   | 
|Average attendance per operating day                           |  |                        | 399   |  |      |   | 304   | 
|Average ticket price at permanent, museums and other locations |  | $                      | 16.00 |  |      | $ | 16.48 | 
|Average retail per attendee                                    |  | $                      | 3.54  |  |      | $ | 1.99  | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue decreased by $0.1 million to $5.5 million. During the third quarter of fiscal 2013 revenue was negatively affected by
Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This closing is estimated to have decreased revenue by approximately
$400,000. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 26 exhibits presented, the Company experienced a corresponding increase in attendance from 372,683 in the third quarter of fiscal 2012 to
496,895 in the third quarter of fiscal 2013. We attribute this increase in attendance in large part to better venue selection, having 1 additional touring Bodies and 1 additional stationary Titanic exhibition, and to a lesser extent the
Titanics 100th year anniversary Revenue from self-run exhibitions was 58.1% of total revenue in the third quarter of fiscal 2013, compared to 91.8% of revenue for the third quarter of fiscal 2012. During the third quarter of fiscal 2012 and
2013, all of our revenue from self-run exhibitions was derived from stationary exhibits. These comparisons exclude the AEI portfolio.

Merchandise revenue increased $1.6 million to $2.2 million for the three months ended November 30, 2012. Merchandise revenue increased
due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the third quarter of fiscal 2013. Sales related to the Exhibit
Merchandising, LLC assets were approximately $817 thousand in the third quarter of fiscal 2013.

Management fee revenue increased due to
the management of the AEI properties for the third quarter of fiscal 2013. This is a new revenue stream in fiscal 2013.



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Cost of revenue.During the three months ended November 30, 2012, total
cost of revenue increased by $614 thousand, or 14.5%, to $4.8 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ----- | - | ---------------- | - | ----- | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |      
|                                                      |  | (in thousands, except percentages) |      
|                                                      |  | Three Months Ended                 |       |   | PercentChange    |  
|                                                      |  | November 30,2012                   |       |   | November 30,2011 |   |       | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Production                                            |  | $                                  | 198   |   |                  | $ | 211   |             |  |  | (6.2  | )%
|Operating Expenses                                    |  |                                    | 2,910 |   |                  |   | 2,699 |             |  |  | 7.8   | % 
|Marketing                                             |  |                                    | 876   |   |                  |   | 1,054 |             |  |  | (16.9 | )%
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|                                                      |  |                                    | 3,984 |   |                  |   | 3,964 |             |  |  | 0.5   | % 
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 73.1  | % |                  |   | 71.0  | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 863   |   |                  |   | 269   |             |  |  | 220.8 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 39.1  | % |                  |   | 41.8  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Total                                                 |  | $                                  | 4,847 |   |                  | $ | 4,233 |             |  |  | 14.5  | % 
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 61.3  | % |                  |   | 68.0  | %           |  |  |       |   
|                                                      |  |                                    |       |   |                  |   |       |             |  |  |       |   

Our exhibition costs of $4.0 million for the three months ended November 30, 2012 were relatively flat
compared to the same period last year as the RMS Titanic royalty expense increase of $150 thousand was offset by a decrease in marketing expenses.

Cost of merchandise as a percent of merchandise revenue decreased from 41.8% in the third quarter of fiscal 2012 to 39.1% in the third quarter
of fiscal 2013 primarily due to lower merchandise costs based on better vendor contracts.

Gross profit. During the
three months ended November 30, 2012, our total gross profit increased by $1.1 million as we generated a gross profit of $3.1 million compared to $2.0 million for the same period last year. Our gross profit increased primarily due to the
increase in merchandise and management fee revenues as outlined above. However, gross margin and net income was negatively affected by approximately $320 thousand due to Hurricane Sandy which closed the Companys Bodies the
Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This amount reflects the unavoidable expenses incurred in late October and November 2012, during which no revenue was earned at the
Seaport.

Operating expenses. Our general and administrative expenses was relatively flat with prior year as a decrease
in professional fees and office expenses only was offset by an increase in compensation related expenses and a decrease in administrative fees charged to our RMS Titanic segment.

Our depreciation and amortization expenses were relatively flat with prior year as we placed our 3D and 2D film assets in service during the 3rd quarter of 2013. This increase in amortization expense was offset by lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge
in the fourth quarter of fiscal 2012.

Loss from operations.We realized loss from operations of $1.0 million in the
third quarter of fiscal 2013 as compared to a loss from operations of $2.0 million for the third quarter of fiscal 2012. This is mainly due to higher merchandise and management fee revenues.

Other Income (expense).We recognized interest expense of $211 thousand on our notes payable during the third quarter of
fiscal 2013 as compared to $4 thousand in the third quarter of fiscal 2012.

Income tax expense.We recorded income tax
expense for the three months ended November 30, 2012 of $15 thousand as compared to $0 in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable
income. The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax.

Net (income) loss attributable to
non-controlling interest.This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net loss.We realized net loss of $1.0 million for the three months ended November 30, 2012 as compared to a net loss
of $2.0 million for the same period last year. Of this amount, a net loss of $270 thousand is attributable to our location at The South Street Seaport in late October and November 2012.



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RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the three months ended November 30, 2012 and 2011 with percent changes follows:



|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|------------------------------------------------------------ |  | ---------------------------------- | ----- | - | -------- | - | ----- | - |  |  | ----- | --
|                                                             |  | Three Months Ended November 30,    |       |   | % Change |  
|                                                             |  | 2012                               |       |   | 2011     |   |       |   | 
|                                                             |  | (In thousands, except percentages) |       |   |          |  
|Revenue                                                      |  | $                                  | 425   |   |          | $ | 275   |   |  |  | 54.5  | % 
|Cost of revenue (exclusive of depreciation and amortization) |  |                                    |      |   |          |   |      |   |  |  | N/A   | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Gross profit                                                 |  |                                    | 425   |   |          |   | 275   |   |  |  | 54.5  | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Gross profit as a percent of revenue                         |  |                                    | 100.0 | % |          |   | 100.0 | % |  |  |       |   
|Operating expenses                                           |  |                                    | 184   |   |          |   | 430   |   |  |  | (57.2 | )%
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Income (loss) before tax                                     |  |                                    | 241   |   |          |   | (155  | ) |  |  |       |   
|Income tax expense                                           |  |                                    | 34    |   |          |   |      |   |  |  | N/A   | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Net income (loss)                                            |  | $                                  | 207   |   |          | $ | (155  | ) |  |  | 33.5  | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   

Revenue.During the three months ended November 30, 2012, total revenue increased by
$125 thousand, or 54.5%, to $0.4 million compared to the same period in the prior year due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in
its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic exhibition revenues increased to $4.3 million from $2.8 million, royalty
revenue increased accordingly.

Gross Profit. Gross profit increased based on the 54.5% increase in revenue discussed
above.

Operating Expenses.Operating expenses for the three months ended November 30, 2012 decreased 57.2%
from the same period in the prior year mainly due to a change in the methodology used to calculate the administrative fee charged to RMS Titanic.

Income tax expense.We recorded income tax expense for the three months ended November 30, 2012 of $34 thousand as
compared to $0 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates to the Federal
Alternative Minimum Tax.

Net income (loss).Income for the three months ended November 30, 2012 was $207
thousand compared to a loss of $155 thousand for the same period in the prior year based on the items discussed above.



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The Nine Months Ended November 30, 2012 Compared to the Nine Months Ended November 30, 2011

An analysis of our condensed consolidated statements of operations for the nine months ended November 30, 2012 and 2011, with
percent changes, follows:



|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------ | - | ---------------- | - | ------ | -------------- |  |  | --------- | --
|                                                                                |  | Analysis of Condensed Consolidated Statements of Operations |       
|                                                                                |  |                                                             |        |   |                  |   |        | Percent Change | 
|                                                                                |  | November 30,2012                                            |        |   | November 30,2011 |   |        | 2012vs.2011    | 
|                                                                                |  | (In thousands, except percentages and per share data)       |       
|                                                                                |  | (Restated)                                                  |        |   |                  |   |        | (Restated)     | 
|Revenue                                                                         |  | $                                                           | 32,802 |   |                  | $ | 24,166 |                |  |  | 35.7      | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                                             | 14,852 |   |                  |   | 12,834 |                |  |  | 15.7      | % 
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Gross profit                                                                    |  |                                                             | 17,950 |   |                  |   | 11,332 |                |  |  | 58.4      | % 
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Gross profit as a percent of revenue                                            |  |                                                             | 54.7   | % |                  |   | 46.9   | %              |  |  |           |   
|Operating expenses                                                              |  |                                                             | 14,125 |   |                  |   | 14,412 |                |  |  | (2.0      | )%
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Income (loss) from operations                                                   |  |                                                             | 3,825  |   |                  |   | (3,080 | )              |  |  | 224.2     | % 
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Other income (expense)                                                          |  |                                                             | (442   | ) |                  |   | 2      |                |  |  | (22,200.0 | )%
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Income (loss) before income tax                                                 |  |                                                             | 3,383  |   |                  |   | (3,078 | )              |  |  | 209.9     | % 
|Income tax expense                                                              |  |                                                             | 277    |   |                  |   | 39     |                |  |  | (610.3    | )%
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Effective tax rate                                                              |  |                                                             | 8.2    | % |                  |   | -1.3   | %              |  |  |           |   
|Net income (loss)                                                               |  |                                                             | 3,106  |   |                  |   | (3,117 | )              |  |  | 199.6     | % 
|Less: Net (income) loss attributable to non-controlling interest                |  |                                                             | (58    | ) |                  |   | 239    |                |  |  | 124.3     | % 
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                                           | 3,048  |   |                  | $ | (2,878 | )              |  |  | 205.9     | % 
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Net income (loss) per share:                                                    |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Basic income (loss) per share                                                   |  | $                                                           | 0.06   |   |                  | $ | (0.06  | )              |  |  |           |   
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   
|Diluted net income (loss) per share                                             |  | $                                                           | 0.06   |   |                  | $ | (0.06  | )              |  |  |           |   
|                                                                                |  |                                                             |        |   |                  |   |        |                |  |  |           |   

Revenue.During the nine months ended November 30, 2012, total revenue increased by $8.6
million, or 35.7% to $32.8 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |        |  |      |   |        | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ------ | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Nine Months Ended      |       
|                                                               |  | November 30,           |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |     
|Admissions revenue                                             |  | $                      | 21,657 |  |      | $ | 19,040 | 
|Non-refundable license fees for current exhibitions            |  |                        | 3,367  |  |      |   | 2,552  | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Exhibition revenue                                       |  |                        | 25,024 |  |      |   | 21,592 | 
|Merchandise revenue                                            |  |                        | 7,108  |  |      |   | 2,574  | 
|Management fee                                                 |  |                        | 611    |  |      |   |       | 
|Licensing fee                                                  |  |                        | 59     |  |      |   |       | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Revenue                                                  |  | $                      | 32,802 |  |      | $ | 24,166 | 
|                                                               |  |                        |        |  |      |   |        | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |        | 
|Number of venues presented                                     |  |                        | 32     |  |      |   | 28     | 
|Operating days                                                 |  |                        | 4,205  |  |      |   | 3,368  | 
|Attendance (in thousands)                                      |  |                        | 2,245  |  |      |   | 1,517  | 
|Average attendance per operating day                           |  |                        | 534    |  |      |   | 451    | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.93  |  |      | $ | 16.98  | 
|Average retail per attendee                                    |  | $                      | 3.25   |  |      | $ | 2.17   | 

These key non-financial measurements do not include the AEI properties or merchandise sales.



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Exhibition revenue increased by $3.4 million to $25.0 million mainly driven by an increase in
attendance at the Companys exhibits. During the third quarter of fiscal 2013 revenue was negatively affected by Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at
The South Street Seaport in New York City. This closing is estimated to have decreased revenue by approximately $400,000. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these
properties.

With 32 exhibits presented, the Company experienced a corresponding increase in attendance from 1,517,383 in the first nine
months of fiscal 2012 to 2,244,862 in the first nine months of 2013. We attribute this increase in attendance in large part to better venue selection, having 1 additional touring Bodies and 1 additional stationary Titanic exhibition, and to a lesser
extent the Titanics 100th year anniversary. Revenue from self-run exhibitions was 60.6% of total revenue in the first nine months of fiscal 2013, compared to 78.4% of revenue for the first nine months of fiscal 2012. The Companys revenue
from self-run exhibitions was comprised of 100% stationary exhibits for the nine months ended November 30, 2012, as compared to 88.6% stationary exhibits and 11.4% touring exhibits for the nine months ended November 30, 2011. These
comparisons exclude the AEI portfolio.

Merchandise revenue increased $4.5 million to $7.1 million for the nine months ended
November 30, 2012. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the second quarter of
fiscal 2013. Sales related to the Exhibit Merchandising, LLC assets were approximately $1.4 million in fiscal 2013.

Management fee
revenue increased due to the management of the AEI properties for the first nine months of fiscal 2013. This is a new revenue stream in fiscal 2013.

Licensing fee revenue increased due to revenue received for the use of our intellectual property.

Cost of revenue.During the nine months ended November 30, 2012, total cost of revenue increased by $2.0 million, or
15.7%, to $14.9 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | ---------------- | - | ------ | ----------- |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | (in thousands, except percentages) |       
|                                                      |  | Nine Months Ended                  |        |   | Percent Change   |  
|                                                      |  | November30, 2012                   |        |   | November30, 2011 |   |        | 2012vs.2011 | 
|Exhibition costs                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|Production                                            |  | $                                  | 542    |   |                  | $ | 669    |             |  |  | (19.0 | )%
|Operating Expenses                                    |  |                                    | 7,442  |   |                  |   | 7,985  |             |  |  | (6.8  | )%
|Marketing                                             |  |                                    | 4,222  |   |                  |   | 3,277  |             |  |  | 28.8  | % 
|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|                                                      |  |                                    | 12,206 |   |                  |   | 11,931 |             |  |  | 2.3   | % 
|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 48.8   | % |                  |   | 55.3   | %           |  |  |       |   
|Cost of merchandise                                   |  |                                    | 2,646  |   |                  |   | 903    |             |  |  | 193.0 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 37.2   | % |                  |   | 35.1   | %           |  |  |       |   
|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|Total                                                 |  | $                                  | 14,852 |   |                  | $ | 12,834 |             |  |  | 15.7  | % 
|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 45.3   | % |                  |   | 53.1   | %           |  |  |       |   
|                                                      |  |                                    |        |   |                  |   |        |             |  |  |       |   

Our exhibition costs of $12.2 million for the nine months ended November 30, 2012 increased by 2.3%, or
$275 thousand, compared to the same period last year due mainly to an increase of marketing expense only partially offset by decreases in production and operating expenses.

Cost of merchandise as a percent of merchandise revenue increased from 35.1% in the nine months ended November 30, 2011 compared to 37.2%
in the nine months ended November 30, 2012 primarily due to higher freight and handling costs offset partially by better vendor contracts.

Gross profit. During the nine months ended November 30, 2012, our total gross profit increased by $6.6 million as we
generated a gross profit of $18.0 million compared to $11.3 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and merchandise revenue as outlined above. However, gross margin and net income
was negatively affected by approximately $320 thousand due to Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This amount
reflects the unavoidable expenses incurred in late October and November 2012, during which no revenue was earned at the Seaport.



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Operating expenses. Our general and administrative expenses increased by $1.1
million to $11.4 million for the nine months ended November 30, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses.

Our depreciation and amortization expenses decreased $289 thousand in the nine months ended November 30, 2012 compared to the same period
last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter of fiscal 2012. This was partially offset by an
increase in amortization related to the 2D and 3D film assets being placed in service in fiscal 2013.

During the second quarter of fiscal
2011 we recognized an impairment charge related to the termination of our License Agreement with Playboy. Due to the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of
accumulated depreciation and an impairment charge of $141 thousand for construction in progress comprised of expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the
non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.

Additionally, on August 16,
2011, we entered into an agreement to fully settle all claims of Sports Immortals against the Company. The agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we
recorded an additional $783 thousand of expense in the second quarter of fiscal 2012.

Income (loss) from
operations.We realized income from operations of $3.8 million in the first nine months of fiscal 2013 as compared to a loss from operations of $3.1 million for the first nine months of fiscal 2012. This is mainly due to higher income
only partially offset by higher expenses and the decrease of $0.4 million in impairment losses and $0.8 million related to legal settlements as compared to prior year.

Other Income (expense).We recognized interest expense of $543 thousand on our notes payable during the nine months ended
November 30, 2012 as compared to $4 thousand during the nine months ended November 30, 2011 This was only partially offset by a $81 thousand gain on debt modification in the first nine months of fiscal 2013.

Income tax expense.We recorded income tax expense for the nine months ended November 30, 2012 of $277 thousand as
compared to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates primarily to
foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net (income) loss attributable to
non-controlling interest.This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $3.0 million for the nine months ended November 30, 2012 as compared to a
net loss of $2.9 million for the same period last year. Of this amount, a net loss of $270 thousand is attributable to our location at The South Street Seaport in late October and November 2012.



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##### Table of Contents

The Nine Months Ended November 30, 2012 Compared to the Nine Months Ended November 30, 2011 
Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the nine months ended November 30, 2012 and 2011, with percent
changes, follows:



|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | - | -------- | - | ------ | ---------- |  |  | --------- | --
|                                                                                |  | Nine Months Ended November 30,     |        |   | % Change |  
|                                                                                |  | 2012                               |        |   | 2011     |   |        |            | 
|                                                                                |  | (In thousands, except percentages) |        |   |          |  
|                                                                                |  | (Restated)                         |        |   |          |   |        | (Restated) | 
|Revenue                                                                         |  | $                                  | 32,802 |   |          | $ | 24,166 |            |  |  | 35.7      | % 
|Cost of revenue (exclusive of depreciation and amortization)                    |  |                                    | 16,774 |   |          |   | 13,895 |            |  |  | 20.7      | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Gross profit                                                                    |  |                                    | 16,028 |   |          |   | 10,271 |            |  |  | 56.1      | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Gross profit as a percent of revenue                                            |  |                                    | 48.9   | % |          |   | 42.5   | %          |  |  |           |   
|Operating expenses                                                              |  |                                    | 13,224 |   |          |   | 13,196 |            |  |  | 0.2       | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Income (loss) from operations                                                   |  |                                    | 2,804  |   |          |   | (2,925 | )          |  |  | 195.9     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Other income (expense)                                                          |  |                                    | (442   | ) |          |   | 2      |            |  |  | (22,200.0 | )%
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Income before income tax                                                        |  |                                    | 2,362  |   |          |   | (2,923 | )          |  |  | 180.8     | % 
|Income tax expense                                                              |  |                                    | 200    |   |          |   | 39     |            |  |  | 412.8     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Effective tax rate                                                              |  |                                    | 8.5    | % |          |   | -1.3   | %          |  |  |           |   
|Net income (loss)                                                               |  |                                    | 2,162  |   |          |   | (2,962 | )          |  |  | 173.0     | % 
|Less: Net (income)/ loss attributable to non-controlling interest               |  |                                    | (58    | ) |          |   | 239    |            |  |  | 124.3     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   
|Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc. |  | $                                  | 2,104  |   |          | $ | (2,723 | )          |  |  | 177.3     | % 
|                                                                                |  |                                    |        |   |          |   |        |            |  |  |           |   

Revenue.During the nine months ended November 30, 2012, total revenue increased by $8.6
million, or 35.7% to $32.8 million compared to the same period last year, as reflected in the following table:



|                                                               |  |                        |        |  |      |   |        | 
|-------------------------------------------------------------- |  | ---------------------- | ------ |  | ---- | - | ------ | 
|                                                               |  | Revenue (in thousands) |       
|                                                               |  | Nine Months Ended      |       
|                                                               |  | November 30,           |       
|                                                               |  | 2012                   |        |  | 2011 |  
|Exhibition Revenue                                             |  |                        |        |  |     
|Admissions revenue                                             |  | $                      | 21,657 |  |      | $ | 19,040 | 
|Non-refundable license fees for current exhibitions            |  |                        | 3,367  |  |      |   | 2,552  | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Exhibition revenue                                       |  |                        | 25,024 |  |      |   | 21,592 | 
|Merchandise revenue                                            |  |                        | 7,108  |  |      |   | 2,574  | 
|Management fee                                                 |  |                        | 611    |  |      |   |       | 
|Licensing fee                                                  |  |                        | 59     |  |      |   |       | 
|                                                               |  |                        |        |  |      |   |        | 
|Total Revenue                                                  |  | $                      | 32,802 |  |      | $ | 24,166 | 
|                                                               |  |                        |        |  |      |   |        | 
|Key Non-financial Measurements                                 |  |                        |        |  |      |   |        | 
|Number of venues presented                                     |  |                        | 32     |  |      |   | 28     | 
|Operating days                                                 |  |                        | 4,205  |  |      |   | 3,368  | 
|Attendance (in thousands)                                      |  |                        | 2,245  |  |      |   | 1,517  | 
|Average attendance per operating day                           |  |                        | 534    |  |      |   | 451    | 
|Average ticket price at permanent, museums and other locations |  | $                      | 14.93  |  |      | $ | 16.98  | 
|Average retail per attendee                                    |  | $                      | 3.25   |  |      | $ | 2.17   | 

These key non-financial measurements do not include the AEI properties or merchandise sales.

Exhibition revenue increased by $3.4 million to $25.0 million mainly driven by an increase in attendance at the Companys exhibits.
During the third quarter of fiscal 2013, revenue was negatively affected by Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York
City. This closing is estimated to have decreased revenue by approximately $400,000. We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 32 exhibits presented, the Company experienced a corresponding increase in attendance from 1,517,383 in the first nine months of fiscal
2012 to 2,244,862 in the first nine months of 2013. We attribute this increase in attendance in large part to better venue selection, having 1 additional touring Bodies and 1 additional stationary Titanic exhibition, and to a lesser extent the
Titanics 100th year anniversary. Revenue from self-run exhibitions was 58.1% of total revenue in the first nine months of fiscal 2013, compared to 78.4% of revenue for the first nine months of fiscal 2012. The Companys revenue from
self-run exhibitions was comprised of 100% stationary exhibits for the nine months ended November 30, 2012, as compared to 88.6% stationary exhibits and 11.4% touring exhibits for the nine months ended November 30, 2011. These comparisons
exclude the AEI portfolio.



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Merchandise revenue increased $4.5 million to $7.1 million for the nine months ended
November 30, 2012. Merchandise revenue increased due to an increase in attendance at our venues, sales related to the Titanics 100 year anniversary and the purchase of the assets of Exhibit Merchandising, LLC during the second quarter of
fiscal 2013. Sales related to Exhibit Merchandising, LLC assets were approximately $1.4 million in fiscal 2013.

Management fee revenue
increased due to the management of the AEI properties for the first nine months of fiscal 2013. This is a new revenue stream in fiscal 2013.

Licensing fee revenue increased due to revenue received for the use of our intellectual property.

Cost of revenue.During the nine months ended November 30, 2012, total cost of revenue increased by $2.9 million, or
20.7%, to $16.8 million compared to the same period last year, as reflected in the following table:



|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|----------------------------------------------------- |  | ---------------------------------- | ------ | - | ---------------- | - | ------ | ------------ |  |  | ----- | --
|                                                      |  | Cost of Revenue                    |       
|                                                      |  | (in thousands, except percentages) |       
|                                                      |  | Nine Months Ended                  |        |   | PercentChange    |  
|                                                      |  | November 30,2012                   |        |   | November 30,2011 |   |        | 2012 vs.2011 | 
|Exhibition costs                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|Production                                            |  | $                                  | 542    |   |                  | $ | 669    |              |  |  | (19.0 | )%
|Operating Expenses                                    |  |                                    | 9,364  |   |                  |   | 9,046  |              |  |  | 3.5   | % 
|Marketing                                             |  |                                    | 4,222  |   |                  |   | 3,277  |              |  |  | 28.8  | % 
|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|                                                      |  |                                    | 14,128 |   |                  |   | 12,992 |              |  |  | 8.7   | % 
|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|Exhibition expense as percent of exhibition revenue   |  |                                    | 56.5   | % |                  |   | 60.2   | %            |  |  |       |   
|Cost of merchandise                                   |  |                                    | 2,646  |   |                  |   | 903    |              |  |  | 193.0 | % 
|Cost of merchandise as percent of merchandise revenue |  |                                    | 37.2   | % |                  |   | 35.1   | %            |  |  |       |   
|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|Total                                                 |  | $                                  | 16,774 |   |                  | $ | 13,895 |              |  |  | 20.7  | % 
|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   
|Cost of revenue as a percent of total revenue         |  |                                    | 51.1   | % |                  |   | 57.5   | %            |  |  |       |   
|                                                      |  |                                    |        |   |                  |   |        |              |  |  |       |   

Our exhibition costs of $14.1 million for the nine months ended November 30, 2012 increased by 8.7%, or
$1.1 million, compared to the same period last year due mainly to an increase of marketing expense and an increase in RMS Titanic royalty fees only partially offset by decreases in production and other operating expenses.

Cost of merchandise as a percent of merchandise revenue increased from 35.1% in the nine months ended November 30, 2011 compared to 37.2%
in the nine months ended November 30, 2012 primarily due to higher freight and handling costs offset slightly by better vendor contracts.

Gross profit. During the nine months ended November 30, 2012, our total gross profit increased by $5.8 million as we
generated a gross profit of $16.0 million compared to $10.3 million for the same period last year. Our gross profit increased primarily due to the increase in exhibition and merchandise revenue as outlined above. However, gross margin and net income
was negatively affected by approximately $320 thousand due to Hurricane Sandy which closed the Companys Bodies the Exhibition and Dialog in the Dark exhibitions at The South Street Seaport in New York City. This amount
reflects the unavoidable expenses incurred in late October and November 2012, during which no revenue was earned at the Seaport.

Operating expenses.Our general and administrative expenses increased by $1.4 million to $10.7 million for the nine months
ended November 30, 2012 compared to the same period last year. The increase relates mainly to compensation related expenses and a decrease in administrative fees charged to our RMS Titanic segment.



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Our depreciation and amortization expenses decreased $289 thousand in the nine months ended
November 30, 2012 compared to the same period last year. The decrease is primarily attributable to lower depreciation expense as many fixed assets are now fully depreciated or were impaired as part of the impairment charge in the fourth quarter
of fiscal 2012. This was partially offset by an increase in amortization related to the 2D and 3D film assets being placed in service in fiscal 2013.

During the second quarter of fiscal 2011 we recognized an impairment charge related to the termination of our License Agreement with Playboy.
Due to the termination of the License Agreement with Playboy, we recorded an impairment charge of $217 thousand for Playboy licenses net of accumulated depreciation and an impairment charge of $141 thousand for construction in progress comprised of
expenses incurred in the creation of the Playboy exhibit. Of the total impairment of $358 thousand, $197 thousand was allocated to the non-controlling interest and therefore the net impact of the impairment to Premier is $161 thousand.

Additionally, on August 16, 2011, we entered into an agreement to fully settle all claims of Sports Immortals against the Company. The
agreement calls for a cash payment of $950 thousand. As we had previously accrued $167 thousand for this legal action in fiscal 2010, we recorded an additional $783 thousand of expense in the second quarter of fiscal 2012.

Income (loss) from operations.We realized income from operations of $2.8 million in the first nine months of fiscal 2013
as compared to a loss from operations of $2.9 million for the first nine months of fiscal 2012. This is mainly due to higher income only partially offset by higher expenses and the decrease of $0.4 million in impairment losses and $0.8 million
related to legal settlements as compared to prior year.

Other Income (expense).We recognized interest expense of $543
thousand on our notes payable during the nine months ended November 30, 2012 as compared to $4 thousand during the nine months ended November 30, 2011 This was only partially offset by a $81 thousand gain on debt modification in the first
nine months of fiscal 2013.

Income tax expense.We recorded income tax expense for the nine months ended
November 30, 2012 of $200 thousand as compared to $39 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013
income tax expense relates primarily to foreign tax expense for our Singapore Titanic exhibition and Federal Alternative Minimum Tax.

Net (income) loss attributable to non-controlling interest.This represents the income AEG Live, LLC earned on its 10%
interest in Premier Exhibition Management LLC in the current year. In the prior year this related to our joint venture with S2BN.

Net income (loss).We realized net income of $2.1 million for the nine months ended November 30, 2012 as compared to a
net loss of $2.7 million for the same period last year. Of this amount, a net loss of approximately $270 thousand is attributable to our location at The South Street Seaport in late October and November 2012.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the nine months ended November 30, 2012 and 2011 with percentage changes
follows:



|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|------------------------------------------------------------ |  | ---------------------------------- | ----- | - | -------- | - | ----- | - |  |  | ----- | --
|                                                             |  | Nine Months Ended November 30,     |       |   | % Change |  
|                                                             |  | 2012                               |       |   | 2011     |   |       |   | 
|                                                             |  | (In thousands, except percentages) |       |   |          |  
|Revenue                                                      |  | $                                  | 1,922 |   |          | $ | 1,061 |   |  |  | 81.1  | % 
|Cost of revenue (exclusive of depreciation and amortization) |  |                                    |      |   |          |   |      |   |  |  |      | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Gross profit                                                 |  |                                    | 1,922 |   |          |   | 1,061 |   |  |  | 81.1  | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Gross profit as a percent of revenue                         |  |                                    | 100.0 | % |          |   | 100.0 | % |  |  |       |   
|Operating expenses                                           |  |                                    | 901   |   |          |   | 1,216 |   |  |  | (25.9 | )%
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Income (loss) before tax                                     |  |                                    | 1,021 |   |          |   | (155  | ) |  |  |       |   
|Income tax expense                                           |  |                                    | 77    |   |          |   |      |   |  |  | N/A   | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   
|Net income (loss)                                            |  | $                                  | 944   |   |          | $ | (155  | ) |  |  | 709.0 | % 
|                                                             |  |                                    |       |   |          |   |       |   |  |  |       |   

Revenue. During the nine months ended November 30, 2012, total revenue increased by
$861 thousand, or 81.1%, to $1.9 million compared to the same period in the prior year due to the increase in revenues from Titanic exhibitions and the increase in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in
its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic exhibition revenues increased to $19.2 million from $10.6 million,
royalty revenue increased accordingly.

Gross Profit. Gross profit increased based on the 81.1% increase in revenue
discussed above.



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Operating Expenses.Operating expenses for the nine months ended
November 30, 2012 decreased 25.9% from the same period in the prior year mainly due to a change in the methodology used to calculate the administrative fee charged to RMS Titanic.

Income tax expense.We recorded income tax expense for the nine months ended November 30, 2012 of $77 thousand as
compared to $0 thousand in income tax for the same period in the prior year. The Company has prior operating losses that are being carried forward and mostly offset current taxable income. The fiscal 2013 income tax expense relates to the Federal
Alternative Minimum Tax.

Net income (loss).Income for the nine months ended November 30, 2012 was $944
thousand compared to a loss of $155 thousand for the same period in the prior year based on the items discussed above.

Liquidity and Capital Resources

Liquidity

The following tables reflect selected information about our cash flows during the fiscal year ended 2013 and 2012:

Selected cash flow information:



|                                                              |  |      |        |   |      |   |        |  
|------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                              |  | 2013 |        |   | 2012 |  
|Net cash provided by (used in) operating activities           |  | $    | 5,314  |   |      | $ | (808   | )
|Net cash used in investing activities                         |  |      | (1,125 | ) |      |   | (897   | )
|Net cash (used in) provided by financing activities           |  |      | (153   | ) |      |   | 310    |  
|Effects of exchange rate changes on cash and cash equivalents |  |      | 13     |   |      |   | (25    | )
|                                                              |  |      |        |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents          |  | $    | 4,049  |   |      | $ | (1,420 | )
|                                                              |  |      |        |   |      |   |        |  

Cash flows from operating activities

Net cash provided by operating activities was $5.3 million as compared to ($0.8) million for fiscal 2012. This increase in operating cash flows
is primarily due to a $7.9 million change in net income offset partially by a decrease of $0.7 million in non-cash operating items and a $1.1 million change in operating assets and liabilities.

We currently do not have access to a revolving credit facility. As of April 30, 2013 our cash balance was $8.4 million. During
fiscal 2012, the Company entered into an agreement with Lincoln Park Capital Fund, LLC, whereby the Company may access additional funds for working capital or other initiatives. This agreement is discussed in further detail under Capital
Resources below. During the year ended February 28, 2012 we did not sell shares to Lincoln Park Capital, LLC (LPC). During the year ended February 29, 2012 we sold 275,000 shares to Lincoln Park Capital, LLC
(LPC) at an average price of $2.31, and issued 158,632 shares as commitment shares under the Purchase Agreement. The Company believes that its existing cash balances and funds available under the agreement with Lincoln Park Capital Fund,
LLC are sufficient to fund operations for the next twelve months. While the Company has undertaken efforts to reduce expenses we may not be able to make capital investments needed to improve existing exhibits and/or develop new exhibits without
access to additional funds.



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Cash flows from investing activities

For fiscal 2013, cash used for investing activities was $1.1 million as compared to $0.9 million in fiscal 2012. Cash of $1.1 million was used
to purchase property and equipment and $125 thousand was used to purchase Exhibit Merchandising, LLC during fiscal 2013. For fiscal 2012, cash used in investing activities included $1.2 million used to purchase property and equipment and $262
thousand related to the 2010 expedition to the Titanic wreck site. These uses were partially offset by the redemption of certificates of deposit of $402 thousand.

Cash flows from financing activities

For fiscal 2013, cash used for financing activities was $0.2 million as compared to cash provided by financing activities of $0.3 million in
fiscal 2012. In fiscal 2013, the Company repaid notes payable of $758 thousand and purchased treasury stock of $145 thousand. These amounts were partially offset by proceeds from options and warrants exercised of $758 thousand. In fiscal 2012, the
Company issued stock for $635 thousand which was partially offset by the repayment of notes payable of $297 thousand.

The Company
believes that existing cash, cash flows from operations and available funding under the Purchase and Registration Rights Agreements is sufficient to fund operations for the next twelve months.

Restated  Liquidity

The following tables reflect selected information about our cash flows during the three months ended May 31, 2012 and 2011:

Selected cash flow information:



|                                                              |  |                            |       |   |      |   |       |  
|------------------------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ----- | -
|                                                              |  | Three Months Ended May 31, |      
|                                                              |  | 2012                       |       |   | 2011 |  
|                                                              |  | (Restated)                 |       |   |      |  
|Net cash provided by operating activities                     |  | $                          | 2,522 |   |      | $ | 1,229 |  
|Net cash used in investing activities                         |  |                            | (152  | ) |      |   | (313  | )
|Net cash (used in) provided by financing activities           |  |                            | (29   | ) |      |   | 5     |  
|Effects of exchange rate changes on cash and cash equivalents |  |                            | 6     |   |      |   | 22    |  
|                                                              |  |                            |       |   |      |   |       |  
|Net increase in cash and cash equivalents                     |  | $                          | 2,347 |   |      | $ | 943   |  
|                                                              |  |                            |       |   |      |   |       |  

Operating Activities.For the three months ended May 31, 2012, cash provided by operating
activities was $2.5 million, compared to cash provided by operations of $1.2 million for the period ended May 31, 2011. The increase is primarily due to the change in our operating assets and liabilities.

Investing Activities.Cash used in investing activities was $152 thousand for the three months ended May 31, 2012 compared
to $313 thousand for the three months ended May 31, 2011. Of the cash used by investing activities, the majority was used to purchase property and equipment of $174 thousand and $346 thousand for the three months ended May 31, 2012 and
2011, respectively.

Financing Activities. Cash used in financing activities was $29 thousand for the three months ended
May 31, 2012 compared to cash provided of $5 thousand for the three months ended May 31, 2011. Cash used in financing activities in fiscal 2013 relates to repayment of notes payable which was largely offset by proceeds related to the
exercise of stock options and warrants. Cash provided by financing for the first quarter of fiscal 2012 related to proceeds from stock option and warrant exercises.



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Arts and Exhibitions International, LLC Non-Recourse Promissory Note

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco), both subsidiaries of
the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC
(AEI). The assets purchased include the rights and tangible assets relating to four currently touring exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates. The Company
issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded the note at $16.4 million. The increase from $14.2 million to $16.4 million was mainly for prepaid licenses and expenses
paid by Arts and Exhibition, LLC that were added to the note balance. The book value of the note was reduced by $3.7 million for the amount that is not expected to be repaid based upon the terms of the note related to the expected future cash flows
of the AEI exhibitions and $1.3 million related to the discount of the note to its net present value at an imputed interest rate of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value
of this note was approximately $11.4 million as of April 20, 2012. As of May 31, 2012 the short-term portion of the note payable was $5.2 million and the long-term portion was $7.3 million, including accrued interest.

Restated  Liquidity

The following
tables reflect selected information about our cash flows during the six months ended August 31, 2012 and 2011 (in thousands):

Selected cash flow information:



|                                                              |  |                             |       |   |      |   |       |  
|------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                              |  | Six Months Ended August 31, |      
|                                                              |  | 2012                        |       |   | 2011 |  
|                                                              |  | (Restated)                  |       |   |      |  
|Net cash provided by operating activities                     |  | $                           | 4,107 |   |      | $ | 1,108 |  
|Net cash used in investing activities                         |  |                             | (433  | ) |      |   | (806  | )
|Net cash (used in) provided by financing activities           |  |                             | (422  | ) |      |   | 8     |  
|Effects of exchange rate changes on cash and cash equivalents |  |                             | 7     |   |      |   | 20    |  
|                                                              |  |                             |       |   |      |   |       |  
|Net increase in cash and cash equivalents                     |  | $                           | 3,259 |   |      | $ | 330   |  
|                                                              |  |                             |       |   |      |   |       |  

Operating Activities.

For the six months ended August 31, 2012, cash provided by operating activities was $4.1 million as compared to $1.1 million in the prior
year. The increase in cash flow from operating activities is mainly due to the increase in net income from the prior year of approximately $5.0 million offset partially by changes in our operating assets and liabilities.

Investing Activities.

Cash used in investing activities was $0.4 million for the six months ended August 31, 2012 as compared to $0.8 million in the prior year.
Of the cash used in investing activities the majority was used in the purchase of property and equipment of $345 thousand and $910 thousand for the six months ended August 31, 2012 and 2011, respectively. In addition in the current year cash of
$125 thousand was used for the acquisition of the assets of Exhibit Merchandising, LLC.

Financing Activities.

Cash used in financing activities for the six months ended August 31, 2012 was $422 thousand compared to $8 thousand in cash provided in
the prior year. The majority of the cash used in financing activities relates to the repayment of debt of $480 thousand.

AEI 
Note Payable

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco),
both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased tangible assets relating to four currently touring exhibitions
known as King Tut II, Cleopatra, America I Am and Real Pirates. The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded
the note at $16.4 million. The increase from $14.2 million to $16.4 million was mainly for prepaid licenses and expenses paid by Arts and Exhibition, LLC that were added to the note balance. The book value of the note was reduced by $3.7 million for
the amount that is not expected to be repaid based upon the terms of the note related to the expected future cash flows of the AEI exhibitions and $1.3 million related to the discount of the note to its net present value at an imputed interest rate
of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. As of August 31, 2012, the balance sheet reflects
the short-term portion of the note payable at $9.2 million and the long-term portion at $2.6 million, including accrued interest.



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Restated  Liquidity

The following tables reflect selected information about our cash flows during the nine months ended November 30, 2012 and 2011 (in
thousands):



|                                                              |  |                                |       |   |      |   |        |  
|------------------------------------------------------------- |  | ------------------------------ | ----- | - | ---- | - | ------ | -
|                                                              |  | Nine Months Ended November 30, |      
|                                                              |  | 2012                           |       |   | 2011 |  
|                                                              |  | (Restated)                     |       |   |      |  
|Net cash provided by operating activities                     |  | $                              | 5,009 |   |      | $ | 599    |  
|Net cash used in investing activities                         |  |                                | (623  | ) |      |   | (1,114 | )
|Net cash used in financing activities                         |  |                                | (587  | ) |      |   | (153   | )
|Effects of exchange rate changes on cash and cash equivalents |  |                                | 7     |   |      |   | (20    | )
|                                                              |  |                                |       |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents          |  | $                              | 3,806 |   |      | $ | (688   | )
|                                                              |  |                                |       |   |      |   |        |  

Operating Activities.

For the nine months ended November 30, 2012, cash provided by operating activities was $5.0 million as compared to $0.6 million in the
prior year. The increase in cash flow from operating activities is mainly due to the increase in net income from the prior year of approximately $6.2 million offset partially by changes in our operating assets and liabilities.

Investing Activities.

Cash used in investing activities was $0.6 million for the nine months ended November 30, 2012 as compared to $1.1 million in the prior
year. Of the cash used in investing activities the majority was used in the purchase of property and equipment of $545 thousand and $966 thousand for the nine months ended November 30, 2012 and 2011, respectively. In addition in the current
year cash of $125 thousand was used for the acquisition of the assets of Exhibit Merchandising, LLC. In the prior year $262 thousand was spent on the Titanic expedition.

Financing Activities.

Cash used in financing activities for the nine months ended November 30, 2012 was $587 thousand compared to $153 thousand in cash provided
in the prior year. The majority of the cash used in financing activities relates to the repayment of debt of $625 thousand.

AEI 
Note Payable

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco),
both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased tangible assets relating to four currently touring exhibitions
known as King Tut II, Cleopatra, America I Am and Real Pirates. The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded
the note at $16.4 million. The increase from $14.2 million to $16.4 million was mainly for prepaid licenses and expenses paid by Arts and Exhibition, LLC that were added to the note balance. The book value of the note was reduced by $3.7 million for
the amount that is not expected to be repaid based upon the terms of the note related to the expected future cash flows of the AEI exhibitions and $1.3 million related to the discount of the note to its net present value at an imputed interest rate
of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. As of November 30, 2012, the balance sheet reflects
the short-term portion of the note payable at $9.3 million and the long-term portion at $2.6 million, including accrued interest.

Capital Resources

Purchase and Registration Rights Agreements

On October 31, 2011, the Company and Lincoln Park Capital Fund, LLC (LPC), entered into a Purchase Agreement (the
LPC Purchase Agreement) and a Registration Rights Agreement (the Registration Rights Agreement), whereby the Company has the right to sell, at its sole discretion, to LPC up to $10 million of the Companys common stock,
over a 36-month period (any such shares sold being referred to as the Purchase Shares). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the Purchase Shares and the
Commitment Shares (as defined below).



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The LPC Purchase Agreement and Registration Rights Agreement were entered into following the
termination by mutual agreement of previous purchase agreements and registration rights agreements dated May 20, 2011 and October 19, 2011, which provided for a substantially similar financing transaction between the Company and LPC. The
October 19, 2011 agreements were terminated in order to enable the parties to reduce the maximum number of shares of the Companys common stock issuable in connection with the proposed financing transaction. The October 19, 2011
agreements replaced a previous purchase agreement and registration rights agreement dated May 20, 2011. The previous agreements were terminated by mutual agreement of the Company and LPC in order to eliminate the ability of the Company to sell
Initial Purchase Shares of $1.25 million to LPC on the commencement of the Agreement, and to eliminate warrants that may have been issued under the original agreements if the Company had elected to sell the Initial Purchase Shares.

The registration statement filed pursuant to the Registration Rights Agreement has been declared effective by the SEC. The Company generally
now has the right, but not the obligation, over a 36-month period, to direct LPC to periodically purchase the Purchase Shares in specific amounts under certain conditions at the Companys sole discretion. The purchase price for the Purchase
Shares will be the lower of (i) the lowest trading price on the date of sale or (ii) the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day
immediately preceding the purchase date. In no event, however, will the Purchase Shares be sold to LPC below the floor price as defined in the LPC Purchase Agreement. While we have been unable to sell shares to LPC from the date we discovered errors
in our quarterly financial statements until the date we filed the restated financial statements on this Form 10-K, we could sell additional shares in the future.

In consideration for entering into the purchase agreement between the Company and LPC dated May 20, 2011, the Company issued to LPC
149,165 shares of common stock as an initial commitment fee. Under the October 30, 2011 Purchase Agreement, the Company is also required to issue up to 149,165 shares of common stock as commitment shares on a pro rata basis as the Company
directs LPC to purchase the Companys shares under the Purchase Agreement. The LPC Purchase Agreement may be terminated by the Company at any time at the Companys discretion without any cost to the Company. The proceeds that may be
received by the Company under the LPC Purchase Agreement are expected to be used for general corporate purposes, including working capital.

Under the LPC Purchase Agreement, the Company has agreed that, subject to certain exceptions, it will not, during the term of the LPC Purchase
Agreement, effect or enter into an agreement to effect any issuance of common stock or securities convertible into, exercisable for or exchangeable for common stock in a Variable Rate Transaction, which means a transaction in which the
Company:



| |  |  | 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

The Company has also agreed to indemnify LPC against certain losses resulting from its breach of any of its representations, warranties or
covenants under the agreements with LPC.

During the year ended February 28, 2013 we sold no shares to Lincoln Park Capital, LLC.
During the year ended February 29, 2012 we sold 275,000 shares to Lincoln Park Capital, LLC at an average price of $2.31, and have also issued 158,632 shares as commitment shares under the Purchase Agreement.



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Contractual Obligations

Lease Arrangements

Specimens

The
Company has non-cancelable operating leases for the rental of certain specimens used in its exhibitions. The leases are payable quarterly, have a term of five years and five annual options to extend. During December 2010, the Company evaluated the
performance of recently opened touring exhibitions and determined that the weak performance of several of the Bodies self-operated shows in unbranded facilities were well below expectations. Consequently, the Company elected not to renew certain of
the leases it held on collections of specimens used in its touring Bodies exhibitions. After these agreements were not extended, at February 28, 2011, the Company had three lease agreements remaining for specimens, with expiration dates of
September 2011 and June 2012. During fiscal year ended 2012 another of these agreements was allowed to expire. The Company currently has two lease agreements for specimens with expiration dates in February and March 2014.

Principal Executive Offices

Our principal executive office is located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia. This space, which consists of 10,715
square feet, is used for management, administration and marketing purposes. The Company entered into a seventh amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2012. Under this amendment,
the square footage leased is reduced to approximately 10,715 square feet and the lease term has been extended for an additional twenty-four months.

Warehouse Space for Artifacts and Other Exhibitry

The Company leases warehouse and lab space for the conservation, conditioning and storage of artifacts and other exhibitry. On October 12,
2011, the Company entered into a lease agreement for approximately 48,000 square feet of warehouse and lab space in Atlanta, Georgia. The agreement is for a five year term with two additional options to extend for up to an additional ten years. For
security purposes, we do not disclose the location of this property. Other storage space has been rented on a month-to-month basis, in various locations, as needed.

Warehouse Space for Exhibitry Assets

The Company leases warehouse space to store the Arts and Exhibition, LLC exhibitry. On January 16, 2013, the Company entered into a 6 1⁄2 month lease agreement for approximately 21,000 square feet of warehouse space in Atlanta, Georgia.

Warehouse Space for Merchandise Inventory

The Company leases warehouse space for its merchandise inventory under a lease assumed as part of the Exhibit Merchandising, LLC acquisition.
Under the fifth amendment to the lease dated March 2011 the Company approximately 20,000 square feet of warehouse space in Statesboro, Ohio under a lease that expires in August 2013.

Luxor Hotel and Casino  Las Vegas, Nevada

On March 12, 2008, the Company entered into a ten year lease agreement for exhibition space with Ramparts, Inc., owner and operator of The
Luxor Hotel and Casino in Las Vegas, Nevada, with an option to extend for up to an additional ten years. This lease includes approximately 36,141 square feet of space within the Luxor Hotel and Casino. We use the space, among other things, to
present our Bodies... The Exhibition and Titanic: The Artifact Exhibition exhibitions. The lease commenced with the completion of the design and construction work which related to the opening of our Bodies... The
Exhibition exhibition in August 2008 and the opening of the Titanic exhibition in December 2008. See discussion in Note 11. Lease Abandonmentregarding abandonment of a portion of the leased space.

Atlantic Station  Atlanta, Georgia

On July 2, 2008, the Company entered into a lease agreement for exhibition space with Atlantic Town Center in Atlanta, Georgia. Until
March 6, 2012 we used the space to present our Bodies... The Exhibition and our Dialog in the Dark exhibitions. This space is currently being used to present our Bodies... The Exhibition and our
Titanic: The Artifact Exhibition exhibitions. The initial lease term was for three years with four one-month renewal options and was scheduled to expire in February 2012. On September 30, 2011, the Company entered into a first
amendment to this lease. The first amendment extended the lease term for an additional 16 months, with a two year extension option, and expired January 31, 2013. On October 22, 2012, the Company entered into a second amendment to the lease
for its exhibition space in Atlantic Station in Atlanta, Georgia. The lease term is for an additional 24 months from February 1, 2013 through January 31, 2015.



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Seaport  New York City, New York

On April 7, 2008 the Company entered into a lease agreement for exhibition space with General Growth Properties, Inc. in New York City,
New York. We use the space to present our Bodies... The Exhibition exhibition and opened a Dialog in the Dark exhibition in a portion of the leased space in the summer of 2011. On July 26, 2012, the Company entered into
a first amendment to the lease for an additional 12 months from January 1, 2013 through December 31, 2013 pursuant to the first amendment, the lease could be terminated by the lessor with a ninety day written notice, but not prior to
June 30, 2013. The South Street Seaport in New York City was closed during the end of October and remained closed through fiscal year ending February 28, 2013 due to complications from Hurricane Sandy and subsequent action by governmental
authorities and the landlord. On January 2, 2013, the landlord notified the Company that it intended to terminate the Companys lease on June 30, 2013.

Buena Park, California

On April 3, 2013, the Company entered into a lease agreement for exhibition space with the Successor Agency of the Community Redevelopment
Agency of the City of Buena Park, California. We intend to open the space in the second quarter of 2014 and will present BodiesThe Exhibition and Titanic: The Experience exhibitions in the space. The Company leased the
exhibition space for $1 per month through January 1, 2015, and has agreed to make capital improvements to the space and to maintain the facility during the term.

Titanic  The Experience  Orlando, Florida

On October 17, 2011, the Company entered into the assignment and second amendment to lease for exhibition space with George F. Eyde
Orlando, LLC and Louis J. Eyde Orlando, LLC. We use the space to present our Titanic  The Experience exhibition and dinner theatre. The lease term is for five years and expires in September 2016.

Touring Exhibitions

From time to time the Company enters into short-term lease agreements for exhibition space for its touring exhibitions. At February 28,
2013, the Company had no obligations under lease agreements its touring exhibits.

Notes Payable

On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed exhibition
(Titanic: The Experience or TTE) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, Worldwide). Pursuant to the Agreement, the Company
purchased the assets of the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide directly a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by
Worldwide, totaling $720 thousand, which the Company will pay over a four-year period. Based upon an interest rate of 7.6% the net present value of these payments was approximately $1,377,000 as of the date of the transaction.

On June 29, 2012 the Asset Purchase Agreement was amended to accelerate certain payments to Worldwide. To induce the Company into this
agreement, Worldwide agreed to forgive one payment of $90 thousand. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $71 thousand, which is included in non-operating income (expense) as a gain on
debt modification.

On November 26, 2012 the Asset Purchase Agreement was amended to accelerate the final payment to Worldwide. To
induce the Company into this agreement, Worldwide agreed to reduce the final payment by approximately $12 thousand dollars. The final payment was also reduced by approximately $6 thousand to repay accounts receivable owed to the Company. Based upon
the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $10 thousand, which is included in non-operating income (expense) as a gain on debt modification. The final payment of $62 thousand was made to Worldwide in
December 2012.



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As of February 28, 2013 the short-term portion of the note payable was $124 thousand and the
long-term portion was $167 thousand.

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM
Newco, LLC, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and
Exhibitions International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I Am and Real
Pirates. Of these four exhibitions, the Company is currently touring only Real Pirates. The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded the
note at $16.4 million. The increase from $14.2 million to $16.4 million was mainly for prepaid licenses and expenses paid by Arts and Exhibition, LLC that were added to the note balance. The book value of the note was reduced by $3.7 million for the
amount that is not expected to be repaid based upon the terms of the note related to the expected future cash flows of the AEI exhibitions and $1.3 million related to the discount of the note to its net present value at an imputed interest rate of
7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. As of February 28, 2013 the balance sheet reflects the
short-term portion of the note payable at $4.9 million and the long-term portion at $2.5 million, including accrued interest.

Capital lease obligations

On October 8, 2012, the Company entered into two capital leases for the use of computer equipment. The value of the equipment leased was
$115 thousand. Future payments are $2,600 per month for the first three years and $1,700 per month for the final two years of leases.

Contractual Obligations and Commitments

The following table illustrates our contractual obligations and commitments as of February 28, 2013, assuming we do not exercise any of
our options to extend (in thousands):



|                                             |  |                        |        |  |           |   |        |           |  |   |           |  |  |           |       |  |  |   |       | 
|-------------------------------------------- |  | ---------------------- | ------ |  | --------- | - | ------ | --------- |  | - | --------- |  |  | --------- | ----- |  |  | - | ----- | 
|                                             |  | Payments Due by Period |       
|                                             |  |                        |        |  | Less than |   |        |           |  |   |           |  |  | More than |      
|Contractual Obligations                      |  | Total                  |        |  | 1 Year    |   |        | 1-3 Years |  |   | 3-5 Years |  |  | 5 Years   |      
|Specimen fixed rentals                       |  | $                      | 1,286  |  |           | $ | 1,165  |           |  | $ | 60        |  |  | $         | 60    |  |  | $ | 1     | 
|Real estate operating leases                 |  |                        | 21,448 |  |           |   | 4,400  |           |  |   | 8,160     |  |  |           | 7,415 |  |  |   | 1,473 | 
|Capital lease obligations                    |  |                        | 107    |  |           |   | 24     |           |  |   | 51        |  |  |           | 32    |  |  |   |      | 
|Interest payable on capital lease obligation |  |                        | 17     |  |           |   | 7      |           |  |   | 8         |  |  |           | 2     |  |  |   |      | 
|Notes payable                                |  |                        | 7,709  |  |           |   | 5,080  |           |  |   | 1,125     |  |  |           | 1,504 |  |  |   |      | 
|Interest payable on notes payable            |  |                        | 701    |  |           |   | 241    |           |  |   | 351       |  |  |           | 109   |  |  |   |      | 
|Equipment leases                             |  |                        | 70     |  |           |   | 35     |           |  |   | 35        |  |  |           |      |  |  |   |      | 
|                                             |  |                        |        |  |           |   |        |           |  |   |           |  |  |           |       |  |  |   |       | 
|Total                                        |  | $                      | 31,338 |  |           | $ | 10,952 |           |  | $ | 9,790     |  |  | $         | 9,122 |  |  | $ | 1,474 | 
|                                             |  |                        |        |  |           |   |        |           |  |   |           |  |  |           |       |  |  |   |       | 

Titanic Artifact Sale Transaction Costs

The Company is party to a Consignment Agreement with Guernsey's auction house to sell the Company's Titanic artifacts and related intellectual
property. If and when a transaction is closed, the Company will be required to pay Guernsey's a fee of up to 8% of the sale price if a purchase agreement is entered into within 60 days of the auction deadline, and up to 4% of the sale price if a
purchase agreement is entered into thereafter. The actual amount of the commission will depend on the sale price, identity of the purchasing party and the date when the sale is closed. In addition, if and when a transaction to sell the Titanic
artifact collection is closed, the Company may be required to pay a Transaction Bonus to Christopher Davino, former President of RMS Titanic, Inc., dependent upon the sale price, identity of the purchasing party and the date when the sale is
closed. If a Transaction Bonus is paid to Mr. Davino, it is expected to be in the range of $625 thousand to $5.25 million, as previously disclosed by the Company. In addition, the Company expects to incur other legal, accounting and investment
banking expenses if and when a sale of the Titanic artifacts is completed.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements.



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Critical Accounting Policies

The Company has identified the policies below as critical to the business operations and the understanding of the results of operations.

(a) Revenue Recognition

When evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of
accounting.

The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists,
(2) delivery has occurred, (3) the fee is fixed or determinable, and (4) the fee is probable of collection. The Company allocates the fees in a multi-element arrangement to each element based on the relative fair value of each
element, using vendor-specific objective evidence (VSOE) of the fair value of each of the elements, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair
value, the fee is allocated among each element based on third-party evidence (TPE) of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When the Company is unable to establish fair
value using VSOE or TPE, the Company uses estimated selling price (ESP) to allocate value to each element. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold
separately. The Company determines ESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices.

Deferred revenue includes payments or billings recorded prior to performance and amounts received under multiple element arrangements in which
the fair value for the undelivered elements does not exist. In these instances, revenue is recognized when the fair value for the undelivered elements is established or when all contractual elements have been completed and delivered.

(i) Exhibition Revenue

The Company recognizes exhibition revenue for exhibits when earned and reasonably estimable. The exhibition agreements may
have a fixed fee, may be based on a percentage of gross profit, or a combination of the two. A variable fee arrangement may include a nonrefundable or recoupable guarantee paid in advance or over the exhibition period. The following are the
conditions that must be met in order to recognize 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.
| | - |  | --------------------------------------------------------

If all of the
conditions as outlined above are not met, revenue is recorded as deferred revenue until all conditions are met.

Exhibition Revenue is primarily comprised of the following: Admissions, Licensing, and Audio Tour Revenue. All revenues are
shown net of any applicable sales or use taxes.

Admissions Revenue

Admissions revenue includes ticket sales from the Companys self run exhibitions and partner gross profit distribution.



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Revenue from the self run exhibitions is derived from ticket sales at venues
operated solely by the Company. The revenue is recorded upon the customers ticket purchase. Advance ticket sales are recorded as deferred revenue pending the event date on the ticket.

Partner gross profit distribution represents the Companys share of gross profit from partner run exhibitions. Exhibition
gross profit is generally calculated as net ticket sales and other ancillary revenue less exhibition expenses as stated in the exhibition agreement. The Companys share or percentage is defined in the exhibition agreement and recognized over
the duration of the exhibition. Independent partners provide the Company with box office information, operational expenses, marketing costs, and other exhibition expenses. The Company utilizes this information to determine the amount of revenue to
recognize by applying the contractual provisions included in the exhibition agreement. The amount of revenue recognized for the period depends on timing, accuracy and completeness of information received from independent partners.

Licensing Revenue

Licensing revenue is derived from fees paid by independent partners to co-produce, display and promote our exhibitions. The
Company recognizes license fees ratably over the duration of the exhibition.

Audio Tour Revenue

Revenue derived from equipping and operating an audio tour is recognized upon customer purchase.

(ii) Merchandise and Other Revenue

Merchandise revenue includes self- run and the Companys share of independent partner merchandise gross profit. Revenues
from the Companys self-run exhibitions are recorded upon customer purchase. In most cases, independent partner revenue is derived as a percentage of the merchandise gross profit and typically recorded on a consignment basis.

(b) Exhibition Licenses

Exhibition licenses primarily represent exclusive rights to exhibit certain anatomical specimens and organs acquired for the use of the
licensors technology, documentation, and know-how with respect to the plastination of human body specimens and organs. Depending upon the agreement with the rights holder, the Company may obtain the rights to use anatomical specimens and
organs in multiple exhibitions over multiple years. In addition, licenses have been obtained to exhibit the Companys Dialog in the Dark exhibitions and for Playboy exhibitions, both of which were impaired during the year ended
February 29, 2012. Costs are capitalized and amortized over the term of the agreement commencing with the related exhibitions public debut. Costs incurred to renew or extend license agreements are capitalized upon renewal of the license
and are amortized over the term of the agreement.

Quarterly, the Company evaluates the future recoverability of any unamortized
exhibition license costs based on the exhibitions performance, success of other exhibitions, whether there are any exhibitions planned for the future, and/or specific events that would impair recoverability. An impairment charge may result if
the actual exhibition revenues, combined with currently forecasted future exhibition revenues, are less than the revenue required to amortize the remaining licensing costs. The Company expenses exhibition license costs when it believes such amounts
are not recoverable. Capitalized exhibition license costs for those exhibitions that are cancelled are charged to expense in the period of cancellation.

When we test for impairments, the valuation techniques used to determine the value of our exhibition licenses are based on unobservable inputs
(Level 3 per ASC 820). Based upon the results of our impairment tests in fiscal 2013 and fiscal 2012, impairments were $0 thousand and $426 thousand, respectively.



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(c) Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the basis of assets and
liabilities reported for financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts
expected to be realized. As of February 28, 2013 and February 29, 2012, the Company established a valuation allowance of $11.3 million and $12.4 million, respectively against all net deferred tax assets.

The Company utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax
position, based solely on its technical merits is more likely than not to be sustained upon examination. Measurement (Step 2) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of benefit,
determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. The term more likely than not is interpreted to mean that the likelihood of occurrence is greater than 50%.

(d) Stock Compensation

The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. The Companys stock-based
compensation expense is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the awards vesting period. Stock compensation expense of $866 thousand and $705 thousand for fiscal 2013 and
2012, respectively, is included in General and administrative expenses in the Consolidated Statements of Operations.

Stock
Options. Fair value of stock options is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are
based on the historical volatility of the Companys common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be
outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate.

Restricted
Stock. The Company grants restricted stock or restricted stock units (RSUs) to certain of its employees and directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Companys stock on the
date of grant.

Warrants. The Company granted warrants under various service agreements. Warrants related to one of these
agreements entered into March 2008 remains outstanding at February 28, 2013. If assumptions change during the life of the awards vesting period, the Company may modify or reverse the related stock compensation expense in accordance with
current FASB guidance. The Company has experienced a reversal of stock compensation expense in prior years related to forfeitures of options and RSUs in instances where forfeitures were not anticipated or incorporated into the stock compensation
expense calculation.

Stock Appreciation Rights.The Company granted stock appreciation rights to one of its executive officers.
Fair value of stock appreciation rights is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are
based on the historical volatility of the Companys common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected
to be outstanding. The risk free rate for periods within the expected life of the stock appreciation rights is based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period.

(e) 2010 Titanic Expedition Costs

We have capitalized $4.5 million of costs related to the expedition to the Titanic wreck site conducted during August and September of 2010.
With the exception of the web point of presence, each asset that resulted from the expedition has been valued by: 1) including any costs that are directly related to the production of a specific asset in that assets value, and 2) allocating
costs for the ship and necessary equipment used during the expedition to each resulting asset based on current and future estimated revenue streams. The capitalized web point of presence costs were based solely on costs incurred to add new
functionality to the expedition website. Estimated revenue streams were also used as part of the calculation to determine amortization related to the development of the 2D film in fiscal 2011. Beginning in fiscal 2013 the 3D and 2D film and gaming
and other application assets were placed into service at our exhibitions and are being amortized over a five year useful life. See Note 6. 2010 Expedition to Titanic Wreck Site in our consolidated financial statements, included in Item 8
of Part II of this report, for further details.



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Recent Accounting Pronouncements

Recently Adopted

Presentation of Comprehensive Income

In June 2011, the FASB issued new accounting guidance related to the presentation of other comprehensive income (OCI). This
guidance eliminates the option to present components of OCI as part of the statement of changes in shareholders equity, which was the option that the Company used to present OCI. The guidance allows for a one-statement or two-statement
approach, outlined as follows:



| |  |  | One-statement approach: Present the components of net income and total net income, the components of OCI and a total for OCI, along with the total of comprehensive income in a single continuous statement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Two-statement approach: Present the components of net income and total net income in the statement of net income. A statement of OCI would immediately follow the statement of net income and include the components of OCI
and a total for OCI, along with the total of comprehensive income.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The guidance also requires an entity to present on the
face of the financial statements any reclassification adjustments for items that are reclassified from OCI to net income. The guidance is effective for interim and annual periods beginning after December 15, 2011. The Company adopted the
guidance effective March 1, 2012. The adoption of this guidance did not have an effect on the Companys financial position or results of operations, but only impacted how certain information related to OCI is presented in the financial
statements.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income in Accounting Standards Update No.
2013-02 (ASU2013-02)

In February 2013, the FASB issued guidance relating to the disclosure of items reclassified out of
accumulated other comprehensive income. The new guidance requires that for those items that are reclassified out of accumulated other comprehensive income and into net income in their entirety, the effect of the reclassification on each affected net
income line item be disclosed. For accumulated other comprehensive income reclassification items that are not reclassified in their entirety into net income, a cross reference must be made to other required disclosures. The guidance is effective
prospectively for annual reporting periods beginning after December 15, 2012, and interim periods within those annual periods. Early adoption is permitted. The update impacts presentation and disclosure only, and therefore adoption is did not
have a material impact on our Consolidated Financial Statements.

Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs

In May 2011, the FASB issued amendments to its accounting guidance related to fair value
measurements in order to more closely align its disclosure requirements with those in International Financial Reporting Standards (IFRS). This guidance clarifies the application of existing fair value measurement and disclosure
requirements and also changes certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The guidance is effective for interim and annual periods beginning after December 15, 2011.
The Company adopted the guidance effective March 1, 2012. The adoption of this guidance did not have a material effect on the Companys financial position or results of operations.

Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Comprehensive Income
in Accounting Standards Update No. 2011-05 (ASU 2011-05)

In December 2011, the FASB amended its recently issued accounting
guidance by deferring the effective date pertaining to the presentation of reclassifications of items out of accumulated comprehensive income. All other requirements in ASU 2011-05 are not affected by this deferral. The guidance is effective for
interim and annual periods beginning after December 15, 2011. The Company adopted the guidance effective March 1, 2012. The adoption of this guidance did not have an effect on the Companys financial position or results of operations,
but only impacted how certain information related to OCI is presented in the financial statements.



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Testing Goodwill for Impairment Update No. 2011-08 (ASU 2011-08)

In September 2011, the FASB issued FASB Accounting Standards Update No. 2011-08 "IntangiblesGoodwill and Other (Topic 350):
Testing Goodwill for Impairment" ("ASU 2011-08"). Under ASU 2011-08, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described Topic 350. Under ASU 2011-08, the two-step goodwill impairment test is not required under ASU 2011-08 unless the
more-likely-than-not threshold is met. For public entities, the amendments in ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption
permitted. The Company elected early adoption of ASU 2011-08 on December 1, 2011. The adoption of ASU 2011-08 did not have a material impact on the Company's consolidated financial statements.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



|                                                                                                                    |  |      |    | 
|------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                    |  | Page |   
|Report of Independent Registered Public Accounting Firm                                                             |  |      | 88 | 
|Consolidated Balance Sheets at February 28, 2013 and February 29, 2012                                              |  |      | 89 | 
|Consolidated Statements of Operations for the years ended February 28, 2013 and February 29,
2012                   |  |      | 90 | 
|Consolidated Statements of Comprehensive Income (Loss) for the years ended February 
28, 2013 and February 29, 2012 |  |      | 91 | 
|Consolidated Statements of Cash Flow for the years ended February 28, 2013 and February 29,
2012                    |  |      | 92 | 
|Consolidated Statements of Shareholders' Equity for the years ended February 28, 2013 and February 
29, 2012        |  |      | 93 | 
|Notes to Consolidated Financial Statements                                                                          |  |      | 94 | 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Premier Exhibitions, Inc.:

We have audited the accompanying consolidated balance sheets of Premier Exhibitions, Inc. and subsidiaries (the Company) as of
February 28, 2013 and February 29, 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders equity, and cash flows for the years ended February 28, 2013 and February 29, 2012.
We have also audited the accompanying consolidated financial statement schedule for the years ended February 28, 2013 and February 29, 2012 listed in the index at Item 15. These consolidated financial statements and schedule are the
responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial
statement presentation and schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Premier Exhibitions, Inc. and subsidiaries at February 28, 2013 and February 29, 2012 and the consolidated
results of their operations, comprehensive income (loss) and their cash flows for the years ended February 28, 2013 and February 29, 2012, in conformity with accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We were not engaged to examine managements assessment of the effectiveness of the Companys internal control over financial
reporting as of February 28, 2013, included in Managements Report on Internal Control Over Financial Reporting, referred to in Item 9A of the Companys Annual Report on Form 10-K, and, accordingly, we do not express an opinion
thereon.

/s/ Cherry Bekaert LLP

Atlanta, Georgia

May 29, 2013



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Premier Exhibitions, Inc.

Consolidated Balance Sheets

(in thousands, except share data)



|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------ | - | ------- | -
|                                                                                                                                                                                |  | February 28, |         |   | February 29, |  
|                                                                                                                                                                                |  | 2013         |         |   | 2012         |  
|ASSETS                                                                                                                                                                          | 
|Current assets:                                                                                                                                                                 |  |              |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                                                       |  | $            | 6,393   |   |              | $ | 2,344   |  
|Certificates of deposit and other investments                                                                                                                                   |  |              | 407     |   |              |   | 405     |  
|Accounts receivable, net of allowance for doubtful accounts of $325 and $311, respectively                                                                                      |  |              | 1,370   |   |              |   | 1,390   |  
|Merchandise inventory, net of reserve of $25 and $22, respectively                                                                                                              |  |              | 1,205   |   |              |   | 1,082   |  
|Deferred income taxes                                                                                                                                                           |  |              | 8       |   |              |   | 44      |  
|Income taxes receivable                                                                                                                                                         |  |              | 167     |   |              |   | 246     |  
|Prepaid expenses                                                                                                                                                                |  |              | 1,177   |   |              |   | 1,078   |  
|Other current assets                                                                                                                                                            |  |              | 562     |   |              |   | 88      |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Total current assets                                                                                                                                                            |  |              | 11,289  |   |              |   | 6,677   |  
|Artifacts owned, at cost                                                                                                                                                        |  |              | 2,933   |   |              |   | 2,990   |  
|Salvors lien                                                                                                                                                                   |  |              | 1       |   |              |   | 1       |  
|Property and equipment, net of accumulated depreciation of $17,333 and $14,183, respectively                                                                                    |  |              | 9,280   |   |              |   | 10,298  |  
|Exhibition licenses, net of accumulated amortization of $5,664 and $5,470, respectively                                                                                         |  |              | 2,034   |   |              |   | 2,228   |  
|Film, gaming and other application assets, net of accumulated amortization of $475 and $175, respectively                                                                       |  |              | 2,858   |   |              |   | 3,158   |  
|Other receivable, net of allowance for doubtful accounts of $574 and $206, respectively                                                                                         |  |              | 34      |   |              |   | 15      |  
|Goodwill                                                                                                                                                                        |  |              | 250     |   |              |   |        |  
|Future rights fees                                                                                                                                                              |  |              | 4,380   |   |              |   |        |  
|Restricted assets                                                                                                                                                               |  |              | 3,618   |   |              |   |        |  
|Long-term exhibition costs                                                                                                                                                      |  |              | 843     |   |              |   |        |  
|Subrogation rights                                                                                                                                                              |  |              | 250     |   |              |   | 250     |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Total Assets                                                                                                                                                                    |  | $            | 37,770  |   |              | $ | 25,617  |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |  |              |         |   |             
|Current liabilities:                                                                                                                                                            |  |              |         |   |              |   |         |  
|Accounts payable and accrued liabilities                                                                                                                                        |  | $            | 4,146   |   |              | $ | 4,707   |  
|Income taxes payable                                                                                                                                                            |  |              | 175     |   |              |   | 3       |  
|Deferred revenue                                                                                                                                                                |  |              | 2,363   |   |              |   | 2,254   |  
|Current portion of capital lease obligations                                                                                                                                    |  |              | 24      |   |              |   |         |  
|Current portion of notes payable                                                                                                                                                |  |              | 5,080   |   |              |   | 505     |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Total current liabilities                                                                                                                                                       |  |              | 11,788  |   |              |   | 7,469   |  
|Long-Term liabilities:                                                                                                                                                          |  |              |         |   |              |   |         |  
|Lease abandonment                                                                                                                                                               |  |              | 1,903   |   |              |   | 2,397   |  
|Deferred income taxes                                                                                                                                                           |  |              | 8       |   |              |   | 44      |  
|Long-term portion of capital lease obligations                                                                                                                                  |  |              | 83      |   |              |   |        |  
|Long-term portion of notes payable                                                                                                                                              |  |              | 2,629   |   |              |   | 575     |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Total long-term liabilities                                                                                                                                                     |  |              | 4,623   |   |              |   | 3,016   |  
|Commitment and Contingencies                                                                                                                                                    |  |              |         |   |              |   |         |  
|Shareholders equity:                                                                                                                                                           |  |              |         |   |              |   |         |  
|Common stock; $.0001 par value; authorized 65,000,000 shares; issued 49,072,364 and 47,883,927 shares, respectively; outstanding
49,070,355 and 47,881,918 shares, respectively |  |              | 5       |   |              |   | 5       |  
|Additional paid-in capital                                                                                                                                                      |  |              | 53,807  |   |              |   | 52,479  |  
|Accumulated deficit                                                                                                                                                             |  |              | (34,916 | ) |              |   | (36,866 | )
|Accumulated other comprehensive loss                                                                                                                                            |  |              | (471    | ) |              |   | (485    | )
|Less treasury stock, at cost; 2,009 shares                                                                                                                                      |  |              | (1      | ) |              |   | (1      | )
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Equity Attributable to Shareholders of Premier Exhibitions, Inc.                                                                                                               |  |              | 18,424  |   |              |   | 15,132  |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Equity Attributable to Non-controlling interest                                                                                                                                 |  |              | 2,935   |   |              |   |        |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  
|Total liabilities and shareholders equity                                                                                                                                      |  | $            | 37,770  |   |              | $ | 25,617  |  
|                                                                                                                                                                                |  |              |         |   |              |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



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Premier Exhibitions, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)



|                                                                                          |  |                              |            |   |      |   |            |  
|----------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                          |  | Year Ended February 28 (29), |           
|                                                                                          |  | 2013                         |            |   | 2012 |  
|Revenue:                                                                                  |  |                              |            |   |      |   |            |  
|Exhibition revenue                                                                        |  | $                            | 29,584     |   |      | $ | 28,274     |  
|Merchandise and other                                                                     |  |                              | 8,988      |   |      |   | 3,436      |  
|Management fee                                                                            |  |                              | 819        |   |      |   |           |  
|Licensing fee                                                                             |  |                              | 74         |   |      |   |           |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Total revenue                                                                             |  |                              | 39,465     |   |      |   | 31,710     |  
|Cost of revenue:                                                                          |  |                              |            |   |      |   |            |  
|Exhibition costs                                                                          |  |                              | 15,289     |   |      |   | 15,881     |  
|Cost of merchandise sold                                                                  |  |                              | 3,456      |   |      |   | 1,383      |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                              | 18,745     |   |      |   | 17,264     |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Gross profit                                                                              |  |                              | 20,720     |   |      |   | 14,446     |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Operating expenses:                                                                       |  |                              |            |   |      |   |            |  
|General and administrative                                                                |  |                              | 14,647     |   |      |   | 13,958     |  
|Depreciation and amortization                                                             |  |                              | 3,525      |   |      |   | 3,922      |  
|Net loss on disposal of assets                                                            |  |                              | 134        |   |      |   | 256        |  
|Impairment of intangibles and property and equipment                                      |  |                              |           |   |      |   | 1,348      |  
|Contract and legal settlements                                                            |  |                              | (309       | ) |      |   | 783        |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Total operating expenses                                                                  |  |                              | 17,997     |   |      |   | 20,267     |  
|Income/(loss) from operations                                                             |  |                              | 2,723      |   |      |   | (5,821     | )
|Interest expense                                                                          |  |                              | (681       | ) |      |   | (33        | )
|Gain on debt modification                                                                 |  |                              | 81         |   |      |   |           |  
|Other income                                                                              |  |                              | 23         |   |      |   | 10         |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Income/(loss) before income taxes                                                         |  |                              | 2,146      |   |      |   | (5,844     | )
|Income tax expense                                                                        |  |                              | 279        |   |      |   | 176        |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Net income/(loss)                                                                         |  |                              | 1,867      |   |      |   | (6,020     | )
|Less: Net loss attributable to non-controlling interest                                   |  |                              | (83        | ) |      |   | (239       | )
|                                                                                          |  |                              |            |   |      |   |            |  
|Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.          |  | $                            | 1,950      |   |      | $ | (5,781     | )
|                                                                                          |  |                              |            |   |      |   |            |  
|Net income/(loss) per share:                                                              |  |                              |            |   |      |   |            |  
|Basic income/(loss) per common share                                                      |  | $                            | 0.04       |   |      | $ | (0.12      | )
|                                                                                          |  |                              |            |   |      |   |            |  
|Diluted income/(loss) per common share                                                    |  | $                            | 0.04       |   |      | $ | (0.12      | )
|                                                                                          |  |                              |            |   |      |   |            |  
|Shares used in basic per share calculations                                               |  |                              | 48,159,918 |   |      |   | 47,418,894 |  
|                                                                                          |  |                              |            |   |      |   |            |  
|Shares used in diluted per share calculations                                             |  |                              | 48,560,663 |   |      |   | 47,418,894 |  
|                                                                                          |  |                              |            |   |      |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



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Premier Exhibitions, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)



|                                                                      |  |                              |       |   |      |   |        |  
|--------------------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ------ | -
|                                                                      |  | Year Ended February 28 (29), |      
|                                                                      |  | 2013                         |       |   | 2012 |  
|Net income/(loss)                                                     |  | $                            | 1,867 |   |      | $ | (6,020 | )
|Other comprehensive income/(loss)                                     |  |                              |       |   |      |   |        |  
|Currency translation adjustments                                      |  |                              | 13    |   |      |   | (25    | )
|Unrealized gain/(loss) on marketable securities                       |  |                              | 1     |   |      |   | (5     | )
|                                                                      |  |                              |       |   |      |   |        |  
|Other comprehensive income/(loss)                                     |  |                              | 14    |   |      |   | (30    | )
|                                                                      |  |                              |       |   |      |   |        |  
|Comprehensive income/(loss)                                           |  |                              | 1,881 |   |      |   | (6,050 | )
|Comprehensive loss attributable to non-controlling interest           |  |                              | (83   | ) |      |   | (239   | )
|                                                                      |  |                              |       |   |      |   |        |  
|Comprehensive income/(loss) attributable to Premier Exhibitions, Inc. |  | $                            | 1,964 |   |      | $ | (5,811 | )
|                                                                      |  |                              |       |   |      |   |        |  

The accompanying notes are an integral part of the consolidated financial statements.



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Premier Exhibitions, Inc.

Consolidated Statements of Cash Flow

(in thousands)



|                                                                                      |  |                              |        |   |      |   |        |  
|------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                      |  | Year Ended February 28 (29), |       
|                                                                                      |  | 2013                         |        |   | 2012 |  
|Cash flows from operating activities:                                                 |  |                              |        |   |      |   |        |  
|Net income/(loss)                                                                     |  | $                            | 1,867  |   |      | $ | (6,020 | )
|                                                                                      |  |                              |        |   |      |   |        |  
|Adjustments to reconcile net income (loss) to net cash used in operating activities:  |  |                              |        |   |      |   |        |  
|Depreciation and amortization                                                         |  |                              | 3,525  |   |      |   | 3,922  |  
|Impairment of intangibles                                                             |  |                              |       |   |      |   | 1,348  |  
|Lease abandonment                                                                     |  |                              | (494   | ) |      |   | (617   | )
|Gain on debt modification                                                             |  |                              | (81    | ) |      |   |       |  
|Stock based compensation                                                              |  |                              | 866    |   |      |   | 705    |  
|Allowance for doubtful accounts                                                       |  |                              | 382    |   |      |   | 143    |  
|Amortization of debt discount                                                         |  |                              | 678    |   |      |   |       |  
|Net loss on disposal of assets                                                        |  |                              | 134    |   |      |   | 256    |  
|Changes in operating assets and liabilities, net of effect of acquisitions:           |  |                              |        |   |      |   |        |  
|Decrease in accounts receivable                                                       |  |                              | 6      |   |      |   | 1,040  |  
|Increase in merchandise inventory, net of reserve                                     |  |                              | (98    | ) |      |   | (330   | )
|Decrease in note receivable                                                           |  |                              |       |   |      |   | 200    |  
|Decrease in prepaid expenses                                                          |  |                              | 82     |   |      |   | 29     |  
|(Increase) decrease in other assets                                                   |  |                              | (474   | ) |      |   | 58     |  
|Decrease in income taxes receivable                                                   |  |                              | 79     |   |      |   | 112    |  
|Increase in other receivable                                                          |  |                              | (387   | ) |      |   | (221   | )
|Increase in long-term exhibition costs                                                |  |                              | (341   | ) |      |   |       |  
|Increase (decrease) in deferred revenue                                               |  |                              | 109    |   |      |   | (342   | )
|Increase (decrease) in accounts payable and accrued liabilities                       |  |                              | (711   | ) |      |   | (1,091 | )
|Decrease in income taxes payable                                                      |  |                              | 172    |   |      |   |       |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Total adjustments                                                                     |  |                              | 3,447  |   |      |   | 5,212  |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                                   |  |                              | 5,314  |   |      |   | (808   | )
|                                                                                      |  |                              |        |   |      |   |        |  
|Cash flows from investing activities:                                                 |  |                              |        |   |      |   |        |  
|Purchases of property and equipment                                                   |  |                              | (1,059 | ) |      |   | (1,167 | )
|Proceeds from disposal of assets                                                      |  |                              | 3      |   |      |   | 37     |  
|Purchase of assets of Exhibit Merchandising, LLC                                      |  |                              | (125   | ) |      |   |       |  
|Purchase of certificates of deposit                                                   |  |                              | (1     | ) |      |   | (5     | )
|Redemption of certificates of deposit                                                 |  |                              |       |   |      |   | 402    |  
|Decrease in artifacts                                                                 |  |                              | 57     |   |      |   | 21     |  
|Titanic expedition costs incurred                                                     |  |                              |       |   |      |   | (262   | )
|Non-controlling investment in consolidated joint venture                              |  |                              |       |   |      |   | 77     |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Net cash used in investing activities                                                 |  |                              | (1,125 | ) |      |   | (897   | )
|                                                                                      |  |                              |        |   |      |   |        |  
|Cash flows from financing activities:                                                 |  |                              |        |   |      |   |        |  
|Proceeds from stock issuance                                                          |  |                              |       |   |      |   | 635    |  
|Payments on notes payable                                                             |  |                              | (758   | ) |      |   | (297   | )
|Payments on capital lease obligations                                                 |  |                              | (8     | ) |      |   |       |  
|Purchase of treasury stock                                                            |  |                              | (145   | ) |      |   | (36    | )
|Proceeds from option and warrant exercises                                            |  |                              | 758    |   |      |   | 8      |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Net cash (used in) provided by financing activities                                   |  |                              | (153   | ) |      |   | 310    |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Effects of exchange rate changes on cash and cash equivalents                         |  |                              | 13     |   |      |   | (25    | )
|                                                                                      |  |                              |        |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                                  |  |                              | 4,049  |   |      |   | (1,420 | )
|Cash and cash equivalents at beginning of year                                        |  |                              | 2,344  |   |      |   | 3,764  |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Cash and cash equivalents at end of year                                              |  | $                            | 6,393  |   |      | $ | 2,344  |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Supplemental disclosure of cash flow information:                                     |  |                              |        |   |      |   |        |  
|Cash paid during the period for interest                                              |  | $                            | 61     |   |      | $ | 20     |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Cash paid during the period for taxes                                                 |  | $                            | 29     |   |      | $ | 60     |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:               |  |                              |        |   |      |   |        |  
|Unrealized gain (loss) on marketable securities                                       |  | $                            | 1      |   |      | $ | (5     | )
|                                                                                      |  |                              |        |   |      |   |        |  
|Assets purchased with notes payable                                                   |  | $                            |       |   |      | $ | 1,377  |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Assets purchased with notes payable and equity in Premier Exhibitions Management, LLC |  | $                            | 14,451 |   |      | $ |       |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Purchases of property and equipment under capital leases                              |  | $                            | 115    |   |      | $ |       |  
|                                                                                      |  |                              |        |   |      |   |        |  
|Non-cash debt repayment through restricted assets                                     |  | $                            | 4,644  |   |      | $ |       |  
|                                                                                      |  |                              |        |   |      |   |        |  

The accompanying notes are an integral part of the consolidated financial statements.



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Premier Exhibitions, Inc.

Consolidated Statements of Shareholders Equity

Years Ended February 28, 2013 and February 29, 2012

(in thousands except for number of shares)



|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  
|-------------------------------------------------------- |  | ------------ | ---------- | - | ---------- | - | - | --------- |  | - | ------------ | - |  | ------------- | ------- | - | --------- | - | ---- | ------------- |  | - | --------------- | - |  | - | ------ | - |  | - | ----- | -
|                                                         |  |              |            |   |            |   |   |           |  |   | (Accumulated |   |  | Accumulated   |         |   |           |   |      |               |  |   |                 |  
|                                                         |  | Common Stock |            |   | Additional |   |   | Deficit)/ |  |   | Other        |   |  | Treasury      |         |   | Premier   |   |      |               | 
|                                                         |  | Number of    |            |   |            |   |   | Paid-In   |  |   | Retained     |   |  | Comprehensive |         |   | Stock, at |   |      | Shareholders |  |   | Non-controlling |  
|                                                         |  | Shares       |            |   | Amount     |   |   | Capital   |  |   | Earnings     |   |  | Income (Loss) |         |   | Cost      |   |      | Equity        |  |   | Interest        |  
|Balance, February 28, 2011                               |  |              | 47,203,652 |   |            | $ | 5 |           |  | $ | 58,356       |   |  | $             | (31,085 | ) |           | $ | (455 | )             |  | $ | (7,190          | ) |  | $ | 19,631 |   |  | $ | 214   |  
|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  
|Common stock issued for exercise of options              |  |              | 25,800     |   |            |   |  |           |  |   | 8            |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   | 8      |   |  |   |      |  
|Issuance of Restricted Stock                             |  |              | 237,195    |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   |       |   |  |   |      |  
|Purchase of Treasury Stock                               |  |              | (18,361    | ) |            |   |  |           |  |   | (36          | ) |  |               |        |   |           |   |     |               |  |   |                |   |  |   | (36    | ) |  |   |      |  
|Sale of Common Stock                                     |  |              | 275,000    |   |            |   |  |           |  |   | 635          |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   | 635    |   |  |   |      |  
|Issurance of Common Stock                                |  |              | 158,632    |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   |       |   |  |   |      |  
|Retirement of shares                                     |  |              |           |   |            |   |  |           |  |   | (7,189       | ) |  |               |        |   |           |   |     |               |  |   | 7,189           |   |  |   |       |   |  |   |      |  
|Stock compensation costs                                 |  |              |           |   |            |   |  |           |  |   | 705          |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   | 705    |   |  |   |      |  
|Non-controlling investment in consolidated joint venture |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   |       |   |  |   | 25    |  
|Net loss                                                 |  |              |           |   |            |   |  |           |  |   |             |   |  |               | (5,781  | ) |           |   |     |               |  |   |                |   |  |   | (5,781 | ) |  |   | (239  | )
|Foreign currency translation loss                        |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   | (25  | )             |  |   |                |   |  |   | (25    | ) |  |   |      |  
|Unrealized loss on marketable securities                 |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   | (5   | )             |  |   |                |   |  |   | (5     | ) |  |   |      |  
|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  
|Balance, February 29, 2012                               |  |              | 47,881,918 |   |            | $ | 5 |           |  | $ | 52,479       |   |  | $             | (36,866 | ) |           | $ | (485 | )             |  | $ | (1              | ) |  | $ | 15,132 |   |  | $ |      |  
|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  
|Common stock issued for exercise of options and warrants |  |              | 976,051    |   |            |   |  |           |  |   | 758          |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   | 758    |   |  |   |      |  
|Issuance of Restricted Stock                             |  |              | 265,233    |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   |       |   |  |   |      |  
|Purchase of Treasury Stock                               |  |              | (52,847    | ) |            |   |  |           |  |   | (145         | ) |  |               |        |   |           |   |     |               |  |   |                |   |  |   | (145   | ) |  |   |      |  
|Stock compensation costs                                 |  |              |           |   |            |   |  |           |  |   | 715          |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   | 715    |   |  |   |      |  
|Equity to AEG Live, LLC                                  |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   |     |               |  |   |                |   |  |   |       |   |  |   | 3,018 |  
|Net income (loss)                                        |  |              |           |   |            |   |  |           |  |   |             |   |  |               | 1,950   |   |           |   |     |               |  |   |                |   |  |   | 1,950  |   |  |   | (83   | )
|Foreign currency translation income                      |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   | 13   |               |  |   |                |   |  |   | 13     |   |  |   |      |  
|Unrealized gain on marketable securities                 |  |              |           |   |            |   |  |           |  |   |             |   |  |               |        |   |           |   | 1    |               |  |   |                |   |  |   | 1      |   |  |   |      |  
|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  
|Balance, February 28, 2013                               |  |              | 49,070,355 |   |            | $ | 5 |           |  | $ | 53,807       |   |  | $             | (34,916 | ) |           | $ | (471 | )             |  | $ | (1              | ) |  | $ | 18,424 |   |  | $ | 2,935 |  
|                                                         |  |              |            |   |            |   |   |           |  |   |              |   |  |               |         |   |           |   |      |               |  |   |                 |   |  |   |        |   |  |   |       |  

The accompanying notes are an integral part of the consolidated financials statements.



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PREMIER EXHIBITIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Background and Basis of Presentation

Description of Business

Premier Exhibitions, Inc. and subsidiaries (the Company) is in the business of presenting to the public museum-quality touring
exhibitions around the world. Since our establishment, we have developed, deployed and operated unique exhibition products that are presented to the public in exhibition centers, museums and non-traditional venues. Income from exhibitions is
generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales.

Titanic Ventures Limited Partnership
(TVLP), a Connecticut limited partnership, was formed in 1987 for the purposes of exploring the wreck of the Titanic and its surrounding oceanic areas. In May of 1993, R.M.S. Titanic, Inc. (RMST) entered into a reverse
merger under which RMST acquired all of the assets and assumed all of the liabilities of TVLP and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a
wholly-owned subsidiary. Additional wholly-owned subsidiaries were established in order to operate the various domestic and international exhibitions of the Company.

Our exhibitions regularly tour outside the United States of America (U.S.). Approximately 3.0% and 20.7% of our revenues for the
years ending February 28, 2013 (fiscal 2013) and February 29, 2012 (fiscal 2012), respectively, resulted from exhibition activities outside the U.S. The exhibition activities outside the U.S. represent 12.3% and
24.9% of our total attendance for fiscal 2013 and fiscal 2012, respectively. Many of our financial arrangements with our international trade partners are based upon foreign currencies, which exposes the Company to the risk of currency fluctuations
between the U.S. dollar and the currencies of the countries in which our exhibitions are touring.

Corporate Structure and Management

On September 29, 2011, the Company announced that it intended to separate its operations into two operating subdivisions, which
function as separate divisions of Premier. The change is intended to better position the Company to pursue strategic alternatives and manage both businesses independently.

Our business has been divided into an exhibition management division and a content division. The content division is the Companys
existing subsidiary, RMST, which holds all of the Companys rights with respect to the Titanic assets and is the salvor-in-possession of the Titanic wreck site. These assets include title to all of the recovered artifacts in the Companys
possession, in addition to all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.

We also formed a new entity, Premier Exhibition Management LLC (PEM), to manage all of the Companys exhibition operations
(exhibition division). This includes the operation and management of our Bodies, Titanic and Dialog in the Dark exhibitions. PEM will also pursue fee for service arrangements to manage exhibitions based on content owned or controlled by
third parties.

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco),
both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions
International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates. Of
these four exhibitions, the Company is currently touring only Real Pirates. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for
existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce. The
Company will operate any such additional properties under its exhibition management subsidiary.



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On July 12, 2012 the Company purchased substantially all of the assets of Exhibit
Merchandising, LLC for $125 thousand. As part of the acquisition of the assets of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to Tutankhamun and the Golden Age of the Pharaohs, Cleopatra: The
Exhibition and Real Pirates. These merchandising rights are operated under our Premier Merchandising, LLC subsidiary.

The restructuring of the Company and changes in its management, reflect that Premier has two operating segments  Exhibition Operations
(PEM) and Content Management (RMST).

Basis of Presentation

When we use the terms the Company, Premier, we, us, and our, we mean Premier
Exhibitions, Inc., a Florida corporation and its subsidiaries. The consolidated financial statements include the accounts of Premier, its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions, and
its consolidated joint venture.

We have prepared the accompanying consolidated financial statements and notes pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of the financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported amounts using those estimates.

Note 2. Summary of Significant Accounting Policies

The Company has identified the policies below as significant to the business operations and the understanding of the results
of operations.

(a) Revenue Recognition

When evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of
accounting.

The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists,
(2) delivery has occurred, (3) the fee is fixed or determinable, and (4) the fee is probable of collection. The Company allocates the fees in a multi-element arrangement to each element based on the relative fair value of each
element, using vendor-specific objective evidence (VSOE) of the fair value of each of the elements, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair
value, the fee is allocated among each element based on third-party evidence (TPE) of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When the Company is unable to establish fair
value using VSOE or TPE, the Company uses estimated selling price (ESP) to allocate value to each element. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold
separately. The Company determines ESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices.

Deferred revenue includes payments or billings recorded prior to performance and amounts received under multiple element arrangements in which
the fair value for the undelivered elements does not exist. In these instances, revenue is recognized when the fair value for the undelivered elements is established or when all contractual elements have been completed and delivered.



| | (i) | Exhibition Revenue
| | --- | ------------------

The Company recognizes exhibition revenue for
exhibits when earned and reasonably estimable. The exhibition agreements may have a fixed fee, may be based on a percentage of gross profit, or a combination of the two. A variable fee arrangement may include a nonrefundable or recoupable guarantee
paid in advance or over the exhibition period. The following are the conditions that must be met in order to recognize revenue:



| |  |  | persuasive evidence of an exhibition arrangement with a customer exists;
| | - |  | ------------------------------------------------------------------------



| |  |  | the exhibition is complete and in accordance with the terms of the arrangement;
| | - |  | -------------------------------------------------------------------------------



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| |  |  | 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.
| | - |  | --------------------------------------------------------

If all of the
conditions as outlined above are not met, revenue is recorded as deferred revenue until all conditions are met.

Exhibition
Revenue is primarily comprised of the following: Admissions, Licensing, and Audio Tour Revenue. All revenues are shown net of any applicable sales or use taxes.

Admissions Revenue

Admissions revenue includes ticket sales from the Companys self run exhibitions and partner gross profit distribution.

Revenue from the self run exhibitions is derived from ticket sales at venues operated solely by the Company. The revenue
is recorded upon the customers ticket purchase. Advance ticket sales are recorded as deferred revenue pending the event date on the ticket.

Partner gross profit distribution represents the Companys share of gross profit from partner run exhibitions. Exhibition
gross profit is generally calculated as net ticket sales and other ancillary revenue less exhibition expenses as stated in the exhibition agreement. The Companys share or percentage is defined in the exhibition agreement and recognized over
the duration of the exhibition. Independent partners provide the Company with box office information, operational expenses, marketing costs, and other exhibition expenses. The Company utilizes this information to determine the amount of revenue to
recognize by applying the contractual provisions included in the exhibition agreement. The amount of revenue recognized for the period depends on timing, accuracy and completeness of information received from independent partners.

Licensing Revenue

Licensing revenue is derived from fees paid by independent partners to co-produce, display and promote our exhibitions. The
Company recognizes license fees ratably over the duration of the exhibition.

Audio Tour Revenue

Revenue derived from equipping and operating an audio tour is recognized upon customer purchase.



| | (ii) | Merchandise and Other Revenue
| | ---- | -----------------------------

Merchandise revenue includes self- run
and the Companys share of independent partner merchandise gross profit. Revenues from the Companys self-run exhibitions are recorded upon customer purchase. In most cases, independent partner revenue is derived as a percentage of the
merchandise gross profit and typically recorded on a consignment basis.



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(b) Cash and Cash Equivalents

The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses on
these accounts. The Company considers highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Companys cash equivalents are
primarily invested in money market funds. The Company performs periodic evaluations of the relative credit standing of the financial institutions and issuers of its cash equivalents.

(c) Certificates of Deposit

Certificates of deposit (the Certificates) amount to $405 thousand at February 28, 2013 and are carried at cost plus accrued
interest and mature in August 2013 and August 2014. The Certificates are issued by one bank and currently exceed federally insured limits of $250 thousand. The Company has not experienced any losses in these Certificates and performs periodic
evaluation of the relative credit standings of the bank.

(d) Accounts Receivable

Accounts receivable represent presenting partner and other obligations due under normal trade terms. The Company regularly evaluates the need
for an allowance for uncollectible accounts for accounts receivable by taking into consideration factors such as the type of client (governmental agencies or private sector), trends in actual and forecasted credit quality of the client (including
delinquency and late payment history) and current economic conditions that may affect a clients ability to pay. In certain circumstances, depending on customer creditworthiness, the Company may require a bank letter of credit or escrow
arrangement to guarantee the collection of its receivables. The allowance for bad debt for accounts receivable is determined based on a percentage of aged receivables, plus specific reserves for receivables that are not considered collectible. The
Companys bad debt expense for fiscal 2013 and fiscal 2012 was $14 thousand and $(63) thousand, respectively. The Companys ending bad debt allowance for fiscal year end 2013 and 2012 was $325 thousand and 311 thousand, respectively,
which represents managements best estimate of uncollectible amounts and is considered adequate.

(e) Merchandise Inventory

Merchandise inventory consists of finished goods purchased for resale at our exhibitions. Inventory cost is determined based on
purchase price and is carried at the lower of cost or market value. The Company accounts for all inventories based on the average cost method. Estimates for reserves for inventory obsolescence are based on managements judgment of future
realization. The Companys inventory obsolescence expense for fiscal 2013 and fiscal 2012 was $120 thousand and $167 thousand, respectively.

(f) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of prepaid lease payments and prepaid services that are expensed when services are
received or over the term of the exhibition, and reimbursable expenses that are capitalized and recovered from museums, promoters or our co-presentation partner.

(g) Artifacts

Costs
associated with the care, management and preservation of approximately 5,500 artifacts recovered from the wreck of the RMS Titanic (the Titanic) during the course of 32 dives in 1987, are expensed as incurred.

To ascertain that the aggregate net recoverable value of Titanic artifacts exceeds the direct costs of recovery of such artifacts, the Company
evaluates various evidential matters. Such evidential matters include documented sales and offerings of Titanic-related memorabilia, insurance coverage obtained in connection with the potential theft, damage or destruction of all or part of the
artifacts and other identical matter regarding the public interest in the Titanic.



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(h) Salvors lien

In 1994, the U.S. District Court for the Eastern District Court of Virginia (the District Court) issued an order declaring RMST, a
wholly owned subsidiary, Salvor-in-Possession of the Titanic wreck and wreck site. As Salvor-in-Possession, RMST has the exclusive right to recover artifacts from the wreck. RMST continues to serve as Salvor-in-Possession.

On August 12, 2010, the District Court issued an opinion granting a salvage award to RMST based upon the Companys work in
recovering and conserving over three thousand artifacts from the wreck of Titanic during its expeditions conducted in 1993, 1994, 1996, 1998, 2000, and 2004. The Company was awarded 100 percent of the fair market value of the artifacts, which
the District Court set at approximately $110 million.

On August 15, 2011, the District Court granted an in-specie award of
title to the artifacts to RMST for the Post 1987 Artifacts. Title to the Post 1987 Artifacts comes with certain covenants and conditions drafted and negotiated by the Company and the United States government. These covenants and conditions govern
the maintenance and future disposition of the artifacts. These covenants and conditions include the following:



| |  |  | The approximately 2,000 1987 Artifacts" and the approximately 3,500 "Post 1987 Artifacts" must be maintained as a single collection;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The combined collections can only be sold together, in their entirety, and any buyer would be subject to the same conditions applicable to RMST; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RMST must comply with provisions that guarantee the long-term protection of all of the artifacts. These provisions include the creation by RMST of a trust and reserve fund (the Trust Account). The Trust
Account will be irrevocably pledged to and held for the exclusive purpose of providing a performance guarantee for the maintenance and preservation of the Titanic collection for the public interest. The Company will pay into the Trust Account a
minimum of twenty five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Trust Account equals five million dollars ($5 million). Though not required under the covenants and conditions, Company will make
additional payments into the Trust Account as it deems appropriate consistent with its prior representations to the Court and sound fiscal operations. The Company established the Trust Account and funded it with $25 thousand during November 2011 and
continues to fund it with quarterly $25 thousand payments. The current balance in the Reserve Fund is $150,141, including interest income.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i) Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is provided for by the straight-line method over the
following estimated lives of the related assets.



|                       |  |                                                       
|---------------------- |  | ------------------------------------------------------
|Exhibitry              |  | 5 years                                               
|Vehicles               |  | 5 years                                               
|Tools and equipment    |  | 5 years                                               
|Computers and software |  | 3 years                                               
|Furniture and fixtures |  | 5 years                                               
|Leasehold improvements |  | Shorter of useful life of assetor remaining lease term

The Company had $26.6 million and $24.5 million in property and equipment at February 28, 2013 and
February 29, 2012, respectively. Depreciation expense on property and equipment as calculated using the methodology and lives as discussed above was $3.0 million and $3.6 million for fiscal 2013 and 2012, respectively. Accumulated depreciation
totaled $17.3 million and $14.2 million at February 28, 2013 and February 29, 2012, respectively. During the year ended February 28, 2013 the Company disposed of property and equipment resulting in a loss on disposal of $134 thousand.
During the year ended February 29, 2012 the Company disposed of property and equipment resulting in a loss on disposal of $256 thousand and impaired property and equipment with a net book value of approximately $0.9 million at the time of its
impairment to zero.



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(j) Exhibition Licenses

Exhibition licenses primarily represent exclusive rights to exhibit certain anatomical specimens and organs acquired for the use of the
licensors technology, documentation, and know-how with respect to the plastination of human body specimens and organs. Depending upon the agreement with the rights holder, the Company may obtain the rights to use anatomical specimens and
organs in multiple exhibitions over multiple years. In addition, licenses have been obtained to exhibit the Companys Dialog in the Dark exhibitions and for Playboy exhibitions, both of which were impaired during the year ended
February 29, 2012. Costs are capitalized and amortized over the term of the agreement commencing with the related exhibitions public debut. Costs incurred to renew or extend license agreements are capitalized upon renewal of the license
and are amortized over the term of the agreement.

Quarterly, the Company evaluates the future recoverability of any unamortized
exhibition license costs based on the exhibitions performance, success of other exhibitions, whether there are any exhibitions planned for the future, and/or specific events that would impair recoverability. An impairment charge may result if
the actual exhibition revenues, combined with currently forecasted future exhibition revenues, are less than the revenue required to amortize the remaining licensing costs. No such impairment charges were recorded during fiscal 2013. The Company had
$426 thousand in impairments in fiscal year 2012. The Company expenses exhibition license costs when it believes such amounts are not recoverable. Capitalized exhibition license costs for those exhibitions that are cancelled are charged to expense
in the period of cancellation.

(k) Long-term exhibition costs

Long-term exhibition costs are costs associated with exhibitions that have a useful life of greater than one year. These costs are expensed
over the length of the exhibitions contract or five years whichever is shorter. These costs are reviewed annually for impairment.

(l)
Goodwill and Purchased Finite-Lived Intangible Assets

Goodwill is recorded as the difference, if any, between the aggregate
consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Although goodwill is not amortized, we review our goodwill for impairment annually, or more frequently, if events or changes in
circumstances warrant a review. We completed our annual impairment test of our single reporting unit in the fourth quarter of fiscal year 2013 and determined that there was no impairment. The Company had no goodwill during fiscal 2012.

Acquired intangible assets with finite lives, including future rights fees, are amortized over their estimated useful lives and reflected in
the Depreciation and Amortization line item on our consolidated statements of operations. Our acquired intangible assets are reviewed for impairment whenever an impairment indicator exists. We continually monitor events or changes in circumstances
that could indicate that the carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value
of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount
over the fair value of the assets. Fair value is determined using a discounted cash flow analysis that involves the use of significant estimates and assumptions, some of which may be based in part on historical experience, forecasted
information and discount rates. No such impairment charges were recorded during the year ended February 28, 2013. The Company had $426 thousand in impairments in fiscal year 2012.

(m) Restricted assets

Restricted assets are amounts held to repay AEG Live, LLC under the promissory note and are not available for use by the Company.

(n) Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the basis of assets and
liabilities reported for financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts
expected to be realized. As of February 28, 2013 and February 29, 2012, the Company established a valuation allowance of $11.3 million and $12.4 million, respectively, against all net deferred tax assets.

The Company utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax
position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (Step 2) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of
benefit, determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. The term more likely than not is interpreted to mean that the likelihood of occurrence is greater than 50%.



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(o) Earnings (Loss) Per Share

Basic earnings (loss) per share is computed based on the weighted-average number of common shares outstanding. Diluted earnings per share is
computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common
stock include non-qualified stock options and non-vested share awards. The computation of dilutive shares outstanding excludes the out-of-the-money non-qualified stock options because such outstanding options exercise prices were greater than
the average market price of our common shares and, therefore, the effect would be anti-dilutive (i.e., including such options would result in higher earnings per share).

(p) Legal Contingencies

The Company is currently involved in certain legal proceedings. To the extent that a loss related to a contingency is reasonably estimable and
probable, the Company accrues an estimate of that loss. Because of the uncertainties related to both the amount and range of loss on certain pending litigation, the Company may be unable to make a reasonable estimate of the liability that could
result from an unfavorable outcome of such litigation. As information becomes available, the Company assesses any potential liability related to pending litigation and makes or, if necessary, revises its estimates. Such revisions in estimates of
potential liability could materially impact the Companys results of operations and financial position.

(q) Leases

The Company enters into leases for exhibit space for its exhibitions, corporate office space, warehouse space, print and copying equipment, and
certain specimens used in its human anatomy exhibitions. Lease expense is recorded in the period incurred. Lease expense for corporate office space, print and copying equipment, warehouse space, and specimens not exhibited is included in General and
administrative expenses in the Companys Consolidated Statements of Operations. Lease expense for exhibit space and specimens used in exhibitions are included in Exhibition costs in the Companys Consolidated Statement of Operations. The
Company currently has two leases for computer equipment that qualify as capital leases.

(r) Consolidation

The Company consolidates its wholly owned subsidiaries, all entities that it controls by ownership of a majority voting interest, and its
portion of a joint venture, and eliminates all significant intercompany activity. Although the Company does not have a controlling financial interest in the joint venture, we have determined that consolidation is appropriate due to assessment of the
Companys participation in the financial and operational decisions of the joint venture made in the ordinary course of business, as outlined in ASC 810, Consolidation. Therefore, the Companys portion of the joint
ventures results has been consolidated into our financial statements and the portion not owned by us is reflected as a non-controlling interest.

(s) Other Taxes

The
Company incurs and remits certain taxes assessed by governmental authorities on revenue producing transactions, such as sales taxes. The Companys revenue is presented net of sales taxes in its Consolidated Statement of Operations.

(t) Advertising Costs

In
the course of the Companys business we incur advertising costs in order to promote our exhibitions. Advertising costs are budgeted for each temporary exhibition prior to its opening and the costs are expensed over the life of the exhibit.
Costs incurred above or below budget are adjusted for as incurred. For permanent exhibitions, advertising is expensed as incurred. For fiscal 2013 and 2012, the Company incurred marketing and advertising expense of $5.4 million and $4.4 million,
respectively, which is included in Exhibition costs on the Companys Consolidated Statements of Operations.



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(u) Stock Compensation

The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. The Companys stock-based
compensation expense is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the awards vesting period. Stock compensation expense of $866 thousand and $705 thousand for fiscal 2013 and
2012, respectively, is included in General and administrative expenses in the Consolidated Statements of Operations of this amount $151 thousand and $0 thousand is expense related to Stock Appreciation Rights for fiscal 2013 and 2012, respectively.

Stock Options. Fair value of stock options is determined using the Black-Scholes pricing model using weighted-average assumptions
including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Companys common stock. The Company uses the simplified method for estimating the
expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate.

Restricted Stock. The Company grants restricted stock or restricted stock units (RSUs) to certain of its employees and
directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Companys stock on the date of grant.

Warrants. The Company granted warrants under various service agreements. Warrants related to one of these agreements entered into March
2008 remains outstanding at February 28, 2013. If assumptions change during the life of the awards vesting period, the Company may modify or reverse the related stock compensation expense in accordance with current FASB guidance. The
Company has experienced a reversal of stock compensation expense in prior years related to forfeitures of options and RSUs in instances where forfeitures were not anticipated or incorporated into the stock compensation expense calculation.

Stock Appreciation Rights.The Company granted stock appreciation rights to one of its executive officers. Fair value of stock
appreciation rights is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical
volatility of the Companys common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected to be outstanding. The
risk free rate for periods within the expected life of the stock appreciation rights is based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period.

(v) 2010 Titanic Expedition Costs

We have capitalized $4.5 million of costs related to the expedition to the Titanic wreck site conducted during August and September of 2010.
With the exception of the web point of presence, each asset that resulted from the expedition has been valued by: 1) including any costs that are directly related to the production of a specific asset in that assets value, and 2) allocating
costs for the ship and necessary equipment used during the expedition to each resulting asset based on current and future estimated revenue streams. The capitalized web point of presence costs were based solely on costs incurred to add new
functionality to the expedition website. Estimated revenue streams were also used as part of the calculation to determine amortization related to the development of the 2D film in fiscal 2011. Beginning in fiscal 2013 the 3D and 2D film and gaming
and other application assets were placed into service at our exhibitions and are being amortized over a five year useful life. See Note 6. 2010 Expedition to Titanic Wreck Site for further details.

(w) Fair Value Measurements

The Company is required to categorize its financial assets and liabilities into a three level hierarchy based on the priority of inputs to the
valuation technique in accordance with Financial Accounting Statement Board (FASB) Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820). The fair value hierarchy gives the
highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the
category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Financial
assets and liabilities recorded at fair value on the Consolidated Balance Sheets are categorized as follows:



| |  |  | Level 1Unadjusted quoted prices for identical assets or liabilities in an active market.
| | - |  | -----------------------------------------------------------------------------------------



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| |  |  | 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; and
| | -- | ---------------------------------------------------------------



| | d) | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(x) Restatement

The
Company restated herein its unaudited interim consolidated financial statements as of and for the quarters ended May 31, 2012, August 31, 2012, and November 30, 2012. See Note 23 for additional information.

Note 3. Recent Accounting Pronouncements

Recently Adopted

Testing Goodwill for Impairment

In September 2011, the FASB issued FASB Accounting Standards Update No. 2011-08 "IntangiblesGoodwill and Other (Topic 350):
Testing Goodwill for Impairment" ("ASU 2011-08"). Under ASU 2011-08, an entity is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described Topic 350. Under ASU 2011-08, the two-step goodwill impairment test is not required under ASU 2011-08 unless the
more-likely-than-not threshold is met. For public entities, the amendments in ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption
permitted. The Company elected early adoption of ASU 2011-08 on December 1, 2011. The adoption of ASU 2011-08 did not have a material impact on the Company's consolidated financial statements.

Presentation of Comprehensive Income

In June 2011, the FASB issued new accounting guidance related to the presentation of other comprehensive income (OCI). This
guidance eliminates the option to present components of OCI as part of the statement of changes in shareholders equity, which was the option that the Company used to present OCI. The guidance allows for a one-statement or two-statement
approach, outlined as follows:



| |  |  | One-statement approach: Present the components of net income and total net income, the components of OCI and a total for OCI, along with the total of comprehensive income in a single continuous statement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Two-statement approach: Present the components of net income and total net income in the statement of net income. A statement of OCI would immediately follow the statement of net income and include the components of OCI
and a total for OCI, along with the total of comprehensive income.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The guidance also requires an entity to present on the
face of the financial statements any reclassification adjustments for items that are reclassified from OCI to net income. The guidance is effective for interim and annual periods beginning after December 15, 2011. The Company adopted the
guidance effective March 1, 2012. The adoption of this guidance did not have an effect on the Companys financial position or results of operations, but only impacted how certain information related to OCI is presented in the financial
statements.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income in Accounting Standards Update No.
2013-02 (ASU 2013-02)

In February 2013, the FASB issued guidance relating to the disclosure of items reclassified out of
accumulated other comprehensive income. The new guidance requires that for those items that are reclassified out of accumulated other comprehensive income and into net income in their entirety, the effect of the reclassification on each affected net
income line item be disclosed. For accumulated other comprehensive income reclassification items that are not reclassified in their entirety into net income, a cross reference must be made to other required disclosures. The guidance is effective
prospectively for annual reporting periods beginning after December 15, 2012, and interim periods within those annual periods. Early adoption is permitted. The update impacts presentation and disclosure only, and therefore adoption is did not
have a material impact on our Consolidated Financial Statements.



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Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs

In May 2011, the FASB issued amendments to its accounting guidance related to fair value measurements in order to
more closely align its disclosure requirements with those in International Financial Reporting Standards (IFRS). This guidance clarifies the application of existing fair value measurement and disclosure requirements and also changes
certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The guidance is effective for interim and annual periods beginning after December 15, 2011. The Company adopted the
guidance effective March 1, 2012. The adoption of this guidance did not have a material effect on the Companys financial position or results of operations.

Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Comprehensive Income
in Accounting Standards Update No. 2011-05 (ASU 2011-05)

In December 2011, the FASB amended its recently issued accounting
guidance by deferring the effective date pertaining to the presentation of reclassifications of items out of accumulated comprehensive income. All other requirements in ASU 2011-05 are not affected by this deferral. The guidance is effective for
interim and annual periods beginning after December 15, 2011. The Company adopted the guidance effective March 1, 2012. The adoption of this guidance did not have an effect on the Companys financial position or results of operations,
but only impacted how certain information related to OCI is presented in the financial statements.

Note 4. Balance Sheet Details

The composition of cash and cash equivalents, certificates of deposits, and other investments is as follows (in thousands):



|                                               |  |                   |       |  |                   |   |       | 
|---------------------------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                                               |  | February 28, 2013 |       |  | February 29, 2012 |  
|Cash and cash equivalents:                     |  |                   |       |  |                   |   |       | 
|Cash                                           |  | $                 | 6,393 |  |                   | $ | 2,344 | 
|                                               |  |                   |       |  |                   |   |       | 
|Total                                          |  | $                 | 6,393 |  |                   | $ | 2,344 | 
|                                               |  |                   |       |  |                   |   |       | 
|Certificates of deposit and other investments: |  |                   |       |  |                   |   |       | 
|Certificates of deposit                        |  | $                 | 405   |  |                   | $ | 404   | 
|Marketable securities, available-for-sale      |  |                   | 2     |  |                   |   | 1     | 
|                                               |  |                   |       |  |                   |   |       | 
|Total                                          |  | $                 | 407   |  |                   | $ | 405   | 
|                                               |  |                   |       |  |                   |   |       | 

Marketable securities, available-for-sale, are carried at fair market value, based on quoted
market price for identical assets in an active market, and accordingly, are categorized as Level 1 assets in accordance with ASC 820, Fair Value Measurements and Disclosures, (ASC 820). Cost basis of marketable securities,
available-for-sale at February 28, 2013 and February 29, 2012 was $14 thousand, and related unrealized loss was $12 thousand and $13 thousand, respectively, and is reflected in Accumulated other comprehensive income in the Consolidated
Balance Sheets.



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The composition of prepaid expenses is as follows (in thousands):



|                              |  |                   |       |  |                   |   |       | 
|----------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                              |  | February 28, 2013 |       |  | February 29, 2012 |  
|Prepaid insurance             |  | $                 | 97    |  |                   | $ | 94    | 
|Prepaid licenses              |  |                   | 136   |  |                   |   | 210   | 
|Prepaid advertising           |  |                   |      |  |                   |   | 38    | 
|Prepaid exhibit build costs   |  |                   | 259   |  |                   |   | 231   | 
|Prepaid transaction fees      |  |                   | 586   |  |                   |   | 250   | 
|Prepaid other operating costs |  |                   | 99    |  |                   |   | 255   | 
|                              |  |                   |       |  |                   |   |       | 
|Total                         |  | $                 | 1,177 |  |                   | $ | 1,078 | 
|                              |  |                   |       |  |                   |   |       | 

The composition of other current assets is as follows (in thousands):



|                               |  |                   |     |  |                   |   |    | 
|------------------------------ |  | ----------------- | --- |  | ----------------- | - | -- | 
|                               |  | February 28, 2013 |     |  | February 29, 2012 |  
|Deposits and advances          |  | $                 | 29  |  |                   | $ | 17 | 
|Titanic trust fund             |  |                   | 150 |  |                   |   | 50 | 
|Contract and legal settlements |  |                   | 383 |  |                   |   |   | 
|Other receivables              |  |                   |    |  |                   |   | 21 | 
|                               |  |                   |     |  |                   |   |    | 
|Total                          |  | $                 | 562 |  |                   | $ | 88 | 
|                               |  |                   |     |  |                   |   |    | 

The composition of property and equipment, which is stated at cost, is as follows (in thousands):



|                              |  |                   |        |  |                   |   |        | 
|----------------------------- |  | ----------------- | ------ |  | ----------------- | - | ------ | 
|                              |  | February 28, 2013 |        |  | February 29, 2012 |  
|Exhibitry                     |  | $                 | 14,455 |  |                   | $ | 12,904 | 
|Vehicles                      |  |                   | 14     |  |                   |   | 14     | 
|Tools and equipment           |  |                   | 511    |  |                   |   | 511    | 
|Office equipment              |  |                   | 1,356  |  |                   |   | 1,350  | 
|Computers and software        |  |                   | 1,218  |  |                   |   | 1,083  | 
|Leasehold improvements        |  |                   | 7,523  |  |                   |   | 7,587  | 
|Furniture and fixtures        |  |                   | 1,058  |  |                   |   | 1,033  | 
|Construction in progress      |  |                   | 478    |  |                   |   |       | 
|                              |  |                   |        |  |                   |   |        | 
|                              |  |                   | 26,613 |  |                   |   | 24,482 | 
|Less accumulated depreciation |  |                   | 17,333 |  |                   |   | 14,184 | 
|                              |  |                   |        |  |                   |   |        | 
|Property & equipment, net     |  | $                 | 9,280  |  |                   | $ | 10,298 | 
|                              |  |                   |        |  |                   |   |        | 

Depreciation expense on property and equipment was $3.0 million and $3.6 million for fiscal 2013 and 2012,
respectively.



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The composition of accounts payable and accrued liabilities is as follows (in thousands):



|                                               |  |                   |       |  |                   |   |       | 
|---------------------------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                                               |  | February 28, 2013 |       |  | February 29, 2012 |  
|Operations                                     |  | $                 | 1,121 |  |                   | $ | 1,738 | 
|Professional and consulting fees payable       |  |                   | 138   |  |                   |   | 188   | 
|Payroll and payroll taxes                      |  |                   | 162   |  |                   |   | 182   | 
|Bonus accrual                                  |  |                   | 801   |  |                   |   |      | 
|Contract and Legal settlements                 |  |                   | 15    |  |                   |   | 475   | 
|Sales and use taxes                            |  |                   | 73    |  |                   |   | 87    | 
|Exhibit build costs                            |  |                   | 4     |  |                   |   | 76    | 
|Marketing costs                                |  |                   | 103   |  |                   |   | 113   | 
|Merchandise                                    |  |                   | 95    |  |                   |   | 262   | 
|Rent                                           |  |                   | 894   |  |                   |   | 898   | 
|Unclaimed property                             |  |                   | 18    |  |                   |   | 17    | 
|Lease abandonment, current portion             |  |                   | 506   |  |                   |   | 616   | 
|Travel and related expenses                    |  |                   | 57    |  |                   |   | 52    | 
|Stock appreciation rights                      |  |                   | 151   |  |                   |   |      | 
|Other                                          |  |                   | 8     |  |                   |   | 3     | 
|                                               |  |                   |       |  |                   |   |       | 
|Total accounts payable and accrued liabilities |  | $                 | 4,146 |  |                   | $ | 4,707 | 
|                                               |  |                   |       |  |                   |   |       | 

Note 5. Artifacts

In 1993, the government of France granted the Company ownership of the artifacts recovered in the 1987 Titanic expedition.
The artifacts are carried at recovery cost or net recovery value, which include the direct costs of chartering of vessels and related crews and equipment required to complete the dive operations for that expedition. The coal recovered in the
expedition is the only item available for sale. Periodically, as sales of coal occur, ten percent of the sale value is deducted from the carrying costs of artifacts recovered. During fiscal 2013 and 2012, $57 thousand and $21 thousand, respectively,
were deducted from artifacts.

Note 6. 2010 Expedition to Titanic Wreck Site

During August and September 2010, our wholly owned subsidiary RMST, as salvor-in-possession of the RMS Titanic (the
Titanic) and its wreck site, conducted an expedition to the Titanic wreck site. RMST brought together an alliance of the worlds leading archaeologists, oceanographers and scientists together with U.S. governmental agencies to join
RMST in the 2010 expedition to the wreck site and the post-expedition scientific study. This alliance included the Woods Hole Oceanographic Institution (WHOI), the Institute of Nautical Archaeology (INA), the National Oceanic
Atmospheric Administrations Office of the National Marine Sanctuaries (NOAA/ONMS), The National Park Services Submerged Resources Center (NPS) and the Waitt Institute. Never before had all of these entities
partnered to work together on one project. While all of these parties worked together to participate in the expedition, RMST has sole legal ownership of the film footage, data, and other assets generated from the expedition.

While the general purpose of the expedition was to collect and interpret archeological and scientific data utilizing state-of-the-art high
definition 2D and 3D cameras and sonar scanning equipment, the Company also planned and executed the expedition in order to create digital assets for commercial purposes, including a 2D documentary that was aired by a major cable network in April
2012, a separate HD3D film featuring a tour of the bow and stern sections of the ship that is now being distributed, and assets to be utilized in enhancing the Titanic exhibitions, as well as other applications. The collected data will also provide
the basis for an archaeological site plan, and ultimately a long-term management plan for the Titanic wreck site.



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We have capitalized $4.5 million of costs related to the expedition, discussed in more detail
below, which have been allocated to specific assets as reflected in the following table (in thousands).



|                                         |  |                   |       |  |                   |   |       | 
|---------------------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                                         |  | February 28, 2013 |       |  | February 29, 2012 |  
|3D film                                  |  | $                 | 1,817 |  |                   | $ | 1,817 | 
|3D exhibitry                             |  |                   | 857   |  |                   |   | 857   | 
|2D documentary                           |  |                   | 631   |  |                   |   | 631   | 
|Gaming application and other application |  |                   | 886   |  |                   |   | 886   | 
|Expedition web point of presence         |  |                   | 317   |  |                   |   | 317   | 
|                                         |  |                   |       |  |                   |   |       | 
|Total expedition costs capitalized       |  |                   | 4,508 |  |                   |   | 4,508 | 
|Less: Accumulated amortization           |  |                   | 475   |  |                   |   | 175   | 
|Accumulated depreciation                 |  |                   | 421   |  |                   |   | 158   | 
|                                         |  |                   |       |  |                   |   |       | 
|Expedition costs capitalized, net        |  | $                 | 3,612 |  |                   | $ | 4,175 | 
|                                         |  |                   |       |  |                   |   |       | 

In order to increase interest in the expedition, the Company established a central web point of presence for
the expedition (ExpeditionTitanic.com), which will also continue to serve as the central site to convey the ongoing efforts to preserve the legacy of the Titanic. During the 2010 expedition, the website featured updates from the crew and other
expedition participants, images of the wreck site, and photo/live feed updates that allowed visitors to the site to follow the expedition as it was in process. These features account for most of the capitalized website costs of $317 thousand, which
were capitalized in accordance with ASC 350, Intangibles  Goodwill and Other (ASC 350), as they served as a significant draw to the website and also have future value as use in our exhibits and/or movies. The remaining
capitalized website costs were for additional graphics, which were also capitalized in accordance with ASC 350.

In addition, during
fiscal 2011 the Company capitalized an additional $3.9 million in costs related to the expedition, comprised of $562 thousand in general management costs and $3.3 million in ship charter costs, underwater gear, and filming costs. Costs directly
related to the 2D documentary, 3D film, 3D exhibitry or gaming and other applications were separately ascribed to the respective assets; additional costs related to all four types of assets were allocated ratably based on the anticipated future
revenue associated with the asset, based on the reasonable expectations of management. Included in these costs is $2.0 million related to agreements with WHOI for optical services and the use of two autonomous underwater vehicles. During fiscal
2012, as additional assets were developed by our vendors, an additional $262 thousand in underwater gear and filming cost was capitalized.

In addition, a significant project such as this requires management by a team of professionals, from the Expedition Leader to other
individuals specializing in project management, legal and other specialties which were necessary to ensure that the expedition was conducted efficiently and effectively. A portion of the general management expenses that we capitalized is an
allocation of production overhead, which, in accordance with Accounting Standards Codification 926-20-25-2, includes an allocation of costs of the individuals with either exclusive or significant responsibility for the production of a film. For
those individuals with a significant, but not an exclusive responsibility, we allocated their costs based on hours worked related to the expedition and tasks related to the development of the film versus hours worked on other matters. In addition,
included in capitalized general management expenses are legal and public relations costs incurred associated with the creation of the digital assets.

As of February 28, 2013 all assets are being depreciated or amortized. The web point of presence and 3D exhibitry assets are included in
Property and equipment on the Consolidated Balance Sheets. The 3D film, 2D documentary, gaming, and other application assets are included in Film, gaming and other application assets on the Consolidated Balance Sheets.

Certain costs related to the expedition were expensed as incurred, and not included in the capitalized assets discussed above. Examples of
these expenditures include costs to advertise the expedition, ongoing maintenance of the expedition web point of presence, certain legal and public relations fees, mapping and profiling of Titanic artifacts, and any management costs subsequent to
the ships return in September 2010.



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Estimated depreciation and amortization expense for the 3D exhibitry, 2D and 3D film, gaming and
other application and web point of presence for each of the five succeeding fiscal years is as follows:



|            |  |        |       | 
|----------- |  | ------ | ----- | 
|Fiscal Year |  | Amount |      
|2014        |  | $      | 850   | 
|2015        |  |        | 797   | 
|2016        |  |        | 797   | 
|2017        |  |        | 797   | 
|2018        |  |        | 371   | 
|            |  |        |       | 
|Total       |  | $      | 3,612 | 
|            |  |        |       | 

Note 7. Stock Repurchase

During the year ended February 28, 2013, employees of the Company surrendered 52,847 shares of stock worth
approximately $145 thousand to satisfy their tax obligations with respect to the vesting of restricted stock issued pursuant to the Companys Equity Incentive Plan. These shares were repurchased at the share price based upon the closing date on
the day of vesting.

During the year ended February 29, 2012 employees of the Company surrendered 18,361 shares of stock worth
approximately $36 thousand to satisfy their tax obligations with respect to the vesting of restricted stock issued pursuant to the Companys Equity Incentive Plan.

During the year ended February 28, 2008, the Company repurchased 1 million shares of its stock, which were held in a brokerage
account since their purchase and reported as Treasury stock on the Consolidated Balance Sheets. On August 29, 2011, the Company formally retired these Treasury shares, which reduced the Common stock issued and corresponding Treasury shares as
reported in the Consolidated Balance Sheets.

Note 8. Goodwill and Other Intangible Assets

The following table presents the fiscal year 2013 activity for the Companys goodwill (in thousands):



|                                |  |   |     | 
|------------------------------- |  | - | --- | 
|Goodwill:                       |  |   |     | 
|Balance as of February 29, 2012 |  | $ |    | 
|AEI Acquisition (Note 21)       |  |   | 250 | 
|                                |  |   |     | 
|Balance as of February 28, 2013 |  | $ | 250 | 
|                                |  |   |     | 

The composition of the Companys exhibition licenses, as reported in Exhibition licenses on the
Consolidated Balance Sheets, is as follows (in thousands):



|                               |  |                   |       |  |                   |   |       | 
|------------------------------ |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                               |  | February 28, 2013 |       |  | February 29, 2012 |  
|Anatomical specimen licenses   |  | $                 | 6,786 |  |                   | $ | 6,786 | 
|Carpathia licenses             |  |                   | 912   |  |                   |   | 912   | 
|                               |  |                   |       |  |                   |   |       | 
|                               |  |                   | 7,698 |  |                   |   | 7,698 | 
|Less: Accumulated amortization |  |                   | 5,664 |  |                   |   | 5,470 | 
|                               |  |                   |       |  |                   |   |       | 
|Exhibition licenses, net       |  | $                 | 2,034 |  |                   | $ | 2,228 | 
|                               |  |                   |       |  |                   |   |       | 



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From April 2004 through fiscal 2013, the Company entered into agreements to license the rights to
exhibit anatomical specimens. The aggregate amount paid for the anatomical specimens exhibition license agreements totaled $9.6 million. After termination of a $2.8 million agreement during fiscal 2010 the remaining $6.8 million in specimen licenses
are being amortized over the useful life of the agreements which coincides with the terms of the agreements for periods of five to ten years. The Company also entered into lease agreements for certain of its anatomical specimens. As such, these
agreements are accounted for as lease agreements and not as intangible assets. See Note 15. Commitments and Contingent Liabilities for a discussion of these agreements.

On May 20, 2008 the Company entered into a License Agreement (the Agreement) with Playboy Enterprises International, Inc.
(Playboy) for the right to present and promote new exhibitions related to the Playboy brand. We paid a $250 thousand license fee advance to Playboy under this agreement in May 2008, and agreed to pay certain additional advances through
the five year term of the agreement. The Company and S2BN Entertainment Corporation (S2BN) entered into a joint venture agreement on May 14, 2010 and agreed to jointly develop, design, and produce a Playboy exhibit. S2BN agreed to
reimburse 50 percent of the enumerated costs incurred related to the initial exhibit concept. During fiscal 2011, we amended our May 2008 agreement to revise the payment due dates for $300 thousand of license fee advances due for each of calendar
years 2010 and 2011 and to establish a $300 thousand license fee advance payable for each of calendar years 2013 and 2014, subject to a unilateral termination right to which the Company was entitled. The unilateral termination right required the
Company to pay a $300 thousand termination fee unless the termination right was exercised on or prior to August 31, 2011, in which case the Company was entitled to apply the 2011 license fee advance of $300 thousand to the termination fee that
would otherwise be payable.

The Company entered into a twenty-year license agreement effective February 28, 2007 whereby the Company
received exclusive rights to present Carpathia artifacts in the Companys exhibitions in exchange for funding an expedition to the Carpathia, and providing research and recovery expertise. As of February 29, 2012 and February 28, 2013
these costs were fully amortized.

On August 25, 2011, the Company notified Playboy that the joint venture was terminating the
Agreement pursuant to the unilateral termination right the Company had negotiated, which resulted in the automatic waiver of the $300 thousand termination fee otherwise payable if the termination was effected prior to the end of August, 2011. While
the Agreement provided that the joint venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contended that Playboy had previously breached the License Agreement, and
the joint venture accordingly reserved its rights to pursue all remedies and damages (and accordingly withheld such final license fee installment to cover a portion of those damages sustained by us). Due to the termination of the agreement with
Playboy, the Company recorded an impairment charge of $217 thousand for Playboy licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress, comprised of expenses incurred
in the creation of the Playboy exhibit. The total impairment charge of $358 thousand related to Playboy is included in Impairment of intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year ended
February 29, 2012.

Due to the termination of the Agreement and the related impairments, S2BNs investment in the joint venture
through its payment of 50 percent of the costs of the potential exhibit was fully impaired in the second quarter of fiscal 2012. An impairment charge of $197 thousand is reflected in Net loss attributable to non-controlling interest on the
Consolidated Statements of Operations for the fiscal year ended February 29, 2012.

On February 25, 2008, the Company entered
into a five-year license agreement to promote, present and produce the exhibition Dialog in the Dark, which provides insight and experience to the paradox of learning to see without the use of sight. In February 2012 the Company decided
to close its Atlanta, Georgia Dialog in the Dark exhibition effective March 6, 2012, which resulted in an impairment charge of $60 thousand for exhibition licenses and $282 thousand of property and equipment related to our
Dialog in the Dark exhibitions as these assets were determined to no longer be of use to the Company. In addition, as part of our annual impairment testing of long-lived assets it was determined that the property and equipment related to
our New York City Dialog in the Dark exhibition were impaired resulting in an impairment charge of $648 thousand. The total impairment charge of $990 thousand related to Dialog in the Dark is included in Impairment of
intangibles and property and equipment on the Consolidated Statement of Operations for the fiscal year ended February 29, 2012. At this time the Company has no future plans for its Dialog in the Dark exhibition.



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The following is a summary of the changes in the carrying value for in fiscal 2013 and fiscal
2012 (in thousands):



|                                 |  |   |       |  
|-------------------------------- |  | - | ----- | -
|Intangibles: Exhibition licenses |  |   |       |  
|Balance as of February 28, 2011  |  | $ | 2,987 |  
|Impairment of licenses           |  |   | (426  | )
|Amortization during the year     |  |   | (333  | )
|                                 |  |   |       |  
|Balance as of February 29, 2012  |  | $ | 2,228 |  
|Amortization during the year     |  |   | (194  | )
|                                 |  |   |       |  
|Balance as of February 28, 2013  |  | $ | 2,034 |  
|                                 |  |   |       |  

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC,
both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions
International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates and
intangible assets for certain future exhibition concepts under development (future rights fees). Of these four exhibitions, the Company is currently touring only Real Pirates.

The following is a summary of the changes in the carrying value for future rights fees in fiscal 2013 and fiscal 2012 (in thousands):



|                                  |  |   |       | 
|--------------------------------- |  | - | ----- | 
|Intangibles: Future rights fees   |  |   |       | 
|Balance as of February 29, 2012   |  | $ |      | 
|Acquisition of future rights fees |  |   | 4,380 | 
|Amortization during the year      |  |   |      | 
|                                  |  |   |       | 
|Balance as of February 28, 2013   |  | $ | 4,380 | 
|                                  |  |   |       | 

No impairments were deemed necessary during fiscal 2013, after review of the intangible asset balances for
impairment per ASC 350.

Amortization Expense

Total intangible asset amortization for license agreements totaled $0.2 million and 0.3 million for fiscal 2013 and fiscal 2012,
respectively. Estimated aggregate amortization expense for license agreements for the five succeeding fiscal years is reflected in the following table (in thousands):



|            |  |        |       | 
|----------- |  | ------ | ----- | 
|Fiscal Year |  | Amount |      
|2014        |  | $      | 193   | 
|2015        |  |        | 193   | 
|2016        |  |        | 193   | 
|2017        |  |        | 188   | 
|2018        |  |        | 105   | 
|Thereafter  |  |        | 1,162 | 
|            |  |        |       | 
|Total       |  | $      | 2,034 | 
|            |  |        |       | 



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Total intangible asset amortization for future rights fees totaled $0.0 million for fiscal 2013.
Amortization for these assets will begin in March 2013, the date when the first of the exhibitions related to the future rights fees opened, on a straight-line basis for 10 years. Estimated aggregate amortization expense for future rights fees for
the five succeeding fiscal years is reflected in the following table (in thousands):



|            |  |        |       | 
|----------- |  | ------ | ----- | 
|Fiscal Year |  | Amount |      
|2014        |  | $      | 438   | 
|2015        |  |        | 438   | 
|2016        |  |        | 438   | 
|2017        |  |        | 438   | 
|2018        |  |        | 438   | 
|Thereafter  |  |        | 2,190 | 
|            |  |        |       | 
|Total       |  | $      | 4,380 | 
|            |  |        |       | 

Note 9. Notes Payable and Capital Lease Obligations

On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed
exhibition (Titanic: The Experience or TTE) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, Worldwide). Pursuant to the agreement, the
Company purchased the assets of the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by
Worldwide, totaling $720 thousand, which the Company will pay over a four-year period. Based upon an imputed interest rate of 7.6%, the net present value of these payments was approximately $1.4 million as of the date of the transaction.

On June 29, 2012 the Asset Purchase Agreement was amended to accelerate certain payments to Worldwide. To induce the Company into this
agreement, Worldwide agreed to forgive one payment of $90 thousand. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $71 thousand, which is included in non-operating income (expense) as a gain on
debt modification.

On November 26, 2012 the Asset Purchase Agreement was further amended to accelerate the final payment to
Worldwide. To induce the Company into this agreement, Worldwide agreed to reduce the final payment by approximately $12 thousand dollars. The final payment was also reduced by approximately $6 thousand to repay accounts receivable owed to the
Company. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $10 thousand, which is included in non-operating income (expense) as a gain on debt modification. The final payment of $62 thousand was
made in December 2012.

As of February 28, 2013 the short-term portion of the note payable was $124 thousand and the long-term
portion was $167 thousand, all of which is related to the assumed rental and other arrearages.

On April 20, 2012, Premier Exhibition
Management LLC and its wholly owned subsidiary, PEM Newco, LLC, both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased
substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra,
America I Am and Real Pirates. Of these four exhibitions, the Company is currently touring only Real Pirates. The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this
transaction. The Company originally recorded the note at $16.4 million. The book value of the note was reduced by $3.7 million for the amount that is not expected to be repaid based upon the terms of the note related to the expected future cash
flows of the AEI exhibitions and $1.3 million related to the discount of the note to its net present value at an imputed interest rate of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair
value of this note was approximately $11.4 million as of April 20, 2012. As of February 28, 2013 the balance sheet reflects the short-term portion of the note payable at $4.9 million and the long-term portion at $2.5 million, including
accrued interest.



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The contractual future maturities of long-term debt as of February 28, 2013 are as follows:



|                                                    |  |        |        |  
|--------------------------------------------------- |  | ------ | ------ | -
|Fiscal Year                                         |  | Amount |       
|2014                                                |  | $      | 5,321  |  
|2015                                                |  |        | 474    |  
|2016                                                |  |        | 1,002  |  
|2017                                                |  |        | 1,065  |  
|2018                                                |  |        | 548    |  
|                                                    |  |        |        |  
|Total future minimum note payments                  |  |        | 8,410  |  
|Less: amount of note payments representing interest |  |        | (701   | )
|                                                    |  |        |        |  
|Present value of future minumum note payments       |  |        | 7,709  |  
|Less: Current portion of notes payable              |  |        | (5,080 | )
|                                                    |  |        |        |  
|Long-term portion of notes payable                  |  | $      | 2,629  |  
|                                                    |  |        |        |  

On October 8, 2012, the Company entered into two capital leases for the use of computer equipment. The
value of the equipment leased was $115 thousand. Future payments are $2,600 per month for the first three years and $1,700 per month for the final two years of leases. As of February 28, 2013, the balance sheet reflects the short-term portion
of capital lease obligations of $24 thousand and the long-term portion of $83 thousand.

The following table summarizes as of February 28, 2013, our
minimum rental commitment under capital leases:



|                                                     |  |        |     |  
|---------------------------------------------------- |  | ------ | --- | -
|Fiscal Year                                          |  | Amount |    
|2014                                                 |  | $      | 31  |  
|2015                                                 |  |        | 31  |  
|2016                                                 |  |        | 27  |  
|2017                                                 |  |        | 21  |  
|2018                                                 |  |        | 14  |  
|                                                     |  |        |     |  
|Total future minimum lease payments                  |  |        | 124 |  
|Less: amount of lease payments representing interest |  |        | (17 | )
|                                                     |  |        |     |  
|Present value of future minumum lease payments       |  |        | 107 |  
|Less: Current obligations under capital leases       |  |        | (24 | )
|                                                     |  |        |     |  
|Long-term capital lease obligations                  |  | $      | 83  |  
|                                                     |  |        |     |  

Note 10. Stock Compensation

Stock Compensation. The Company maintains certain stock compensation plans providing for incentive stock
options (ISOs), nonqualified stock options (NSOs), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), performance share units, performance shares, dividend equivalents
and other awards relating to the Companys common stock. In August 2009, our stockholders approved the 2009 Equity Incentive Plan, effective June 17, 2009 (the 2009 Plan) which, among other things, made 3,000,000 shares
available for grant to directors, employees and consultants to provide the Company the ability to offer a full range of equity and cash-based awards. The 2009 Plan replaced the Amended and Restated 2007 Restricted Stock Plan, 2000 Stock Option Plan,
and Amended and Restated 2004 Stock Option Plan, all of which terminated immediately after the 2009 Annual Meeting. The Company will not grant any new awards under these terminated plans, but any outstanding awards under the plans will remain
outstanding in accordance with their terms.

On August 23, 2012, at the Annual Meeting of Shareholders, our shareholders approved the
Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as amended (the Amended 2009 Plan). The Amended 2009 Plan became effective as of June 6, 2012, the date the Board approved the Amended 2009 Plan subject to shareholder approval,
and will continue in effect until June 6, 2022, or such earlier date as our Board of Directors may determine.



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The Amended 2009 Plan increased the number of shares available for grant under the 2009 Equity
Incentive Plan from 3,000,000 to 5,000,000. The Amended 2009 Plan provides that full-value awards, meaning all awards other than stock options and stock appreciation rights, will be counted against the Amended 2009 Plan limit in a 2-to-1
ratio. Stock options and stock appreciation rights will be counted against the Amended 2009 Plan limit in a 1-to-1 ratio. The amendments also provide that dividend equivalents with respect to awards that vest based on the achievement of performance
objectives shall be accumulated until such awards are earned, and the dividend equivalents shall not be paid if the performance objectives are not satisfied.

Our non-employee Directors, employees and consultants are eligible to participate in the Amended 2009 Plan, which provides for a full range of
awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, dividend equivalents, and other awards relating to shares of our common stock. The awards are payable in
shares, in cash, in a combination of shares and cash, or by any other method determined by our Compensation Committee.

As of
February 28, 2013, we had 2,109,652 shares available for future grants under the 2009 Plan, which is the only plan open to new grants. As of February 28, 2013, our current stock option plan, terminated plans and grants outside of plans
provided for the issuance of 2,362,896 shares of common stock if all outstanding options were exercised, restricted stock vested, warrants were exercised and additional shares available were granted.

During the year ended February 28, 2013, the Companys Chief Executive Officer and President received 250,000 stock appreciation
rights and 99,074 restricted stock units under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. 48,611 stock appreciation rights and 79,681 restricted stock units vested on June 29, 2012, with the remainder vesting in thirty equal
parts each month thereafter. The stock appreciation rights will be settled in cash, and expire five years from the date of grant. The restricted stock units will be settled in stock and have a weighted average price of $2.70 per share.

The grant price of the stock appreciation rights is $2.70, with a fair market value at the date of grant of $1.72. We used the Black-Scholes
model to calculate the fair value using a risk-free interest rate of 0.4%, a volatility rate of 80.47%, an annual dividend rate of 0% and an expiration date of June 29, 2017.

As of February 28, 2013 the Company has accrued a liability of approximately $151 thousand for the stock appreciation rights that is
included in accounts payable and accrued liabilities on the Consolidated Balance Sheet. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 0.6%, a volatility rate of 90.16%, an annual dividend rate of 0%
and an expiration date of June 29, 2017 to calculate the liability at February 28, 2013. Stock appreciation rights are categorized as Level 3 liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures,
(ASC 820).



|                                          |  |            |     | 
|----------------------------------------- |  | ---------- | --- | 
|                                          |  | Year Ended |    
|                                          |  | 2013       |    
|Fair value liability, beginning of period |  | $          |    | 
|Level 3 additions                         |  |            | 151 | 
|                                          |  |            |     | 
|Fair value liability, end of period       |  | $          | 151 | 
|                                          |  |            |     | 

During the year ended February 28, 2013, the Companys Chief Executive Officer and President
surrendered 28,577 shares of stock worth approximately $78 thousand to satisfy his tax obligations with respect to the vesting of restricted stock units issued pursuant to the Companys Equity Incentive Plan. These shares were surrendered at an
average price of $2.70 per share based upon the closing price of the Companys common stock on the day of vesting.

During the year
ended February 28, 2013, the Companys General Counsel and Senior Vice President Business Affairs surrendered 6,690 shares of stock worth approximately $18 thousand to satisfy his tax obligations with respect to the vesting of restricted
stock units issued pursuant to the Companys Equity Incentive Plan. These shares were surrendered at an average price of $2.80 per share based upon the closing price of the Companys common stock on the day of vesting.



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The Company follows the fair value recognition provisions in the FASB guidance for stock
compensation. Stock-based compensation expense recognized during the year includes the expense for all share-based payments granted on or prior to the end of the period, but not yet vested, based on the estimated grant date fair value. The following
table reflects stock-based compensation expense included in General and administrative expenses in our Consolidated Statements of Operations (in thousands):



|                          |  |                   |     |  |                   |   |     | 
|------------------------- |  | ----------------- | --- |  | ----------------- | - | --- | 
|                          |  | February 28, 2013 |     |  | February 29, 2012 |  
|Grant type:               |  |                   |     |  |                   |   |     | 
|Stock options             |  | $                 | 226 |  |                   | $ | 313 | 
|Restricted stock          |  |                   | 489 |  |                   |   | 381 | 
|Stock appreciation rights |  |                   | 151 |  |                   |   |    | 
|Warrants                  |  |                   |    |  |                   |   | 11  | 
|                          |  |                   |     |  |                   |   |     | 
|                          |  | $                 | 866 |  |                   | $ | 705 | 
|                          |  |                   |     |  |                   |   |     | 

Stock Options. The fair value of options is amortized to expense on a straight-line basis
over the options vesting period. The Company did not grant any stock options during fiscal 2013. Fair value of stock options granted during fiscal 2012 was determined on the date of grant using the Black-Scholes option-pricing model, using the
following weighted-average assumptions:



|                        |  |             |      |  
|----------------------- |  | ----------- | ---- | -
|                        |  | Fiscal 2012 |     
|Dividend yield          |  |             | 0    | %
|Expected volatility     |  |             | 86   | %
|Risk-free interest rate |  |             | 0.9  | %
|Expected lives in years |  |             | 4.00 |  

Expected volatilities are based on the historical volatility of the Companys common stock. The Company
uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on
the U.S. Treasury Note rate.

The aggregate intrinsic value for the stock options outstanding and exercisable in the table represents the
total pretax value, based on our closing stock price of $2.30 and $2.45 as of February 28, 2013 and February 29, 2012, respectively. The aggregate intrinsic value of the stock options exercised was $1.8 million and $33 thousand for fiscal
2013 and 2012, respectively. A summary of our stock options awarded under the plans and changes during fiscal 2013 and 2012 is presented below:



|                                 |  |                   |           |   |                   |   |      |           |  |   |           |  |  |          |           |   |           |   |      |  |  |   |       | 
|-------------------------------- |  | ----------------- | --------- | - | ----------------- | - | ---- | --------- |  | - | --------- |  |  | -------- | --------- | - | --------- | - | ---- |  |  | - | ----- | 
|                                 |  | February 28, 2013 |           |   | February 29, 2012 |  
|                                 |  |                   |           |   | Weighted          |   |      | Aggregate |  |   |           |  |  | Weighted |           |   | Aggregate |  
|                                 |  |                   |           |   | Average           |   |      | Intrinsic |  |   |           |  |  | Average  |           |   | Intrinsic |  
|                                 |  | Number of         |           |   | Exercise          |   |      | Value     |  |   | Number of |  |  | Exercise |           |   | Value     |  
|                                 |  | Options           |           |   | Price             |   |      | (000)     |  |   | Options   |  |  | Price    |           |   | (000)     |  
|Outstanding at beginning of year |  |                   | 2,904,742 |   |                   | $ | 2.18 |           |  | $ | 2,433     |  |  |          | 2,630,542 |   |           | $ | 2.22 |  |  | $ | 1,275 | 
|Granted                          |  |                   |          |   |                   |   |     |           |  |   |          |  |  |          | 300,000   |   |           |   | 1.66 |  |  |   |      | 
|Exercised                        |  |                   | (922,051  | ) |                   |   | 0.72 |           |  |   | 1,766     |  |  |          | (25,800   | ) |           |   | 0.32 |  |  |   | 33    | 
|Forfeited or expired             |  |                   |          |   |                   |   |     |           |  |   |          |  |  |          |          |   |           |   |     |  |  |   |      | 
|                                 |  |                   |           |   |                   |   |      |           |  |   |           |  |  |          |           |   |           |   |      |  |  |   |       | 
|Outstanding at end of year       |  |                   | 1,982,691 |   |                   | $ | 2.86 |           |  | $ | 670       |  |  |          | 2,904,742 |   |           | $ | 2.18 |  |  | $ | 2,433 | 
|                                 |  |                   |           |   |                   |   |      |           |  |   |           |  |  |          |           |   |           |   |      |  |  |   |       | 
|Exercisable at end of year       |  |                   | 1,849,354 |   |                   | $ | 2.95 |           |  | $ | 614       |  |  |          | 2,214,741 |   |           | $ | 2.51 |  |  | $ | 1,510 | 
|                                 |  |                   |           |   |                   |   |      |           |  |   |           |  |  |          |           |   |           |   |      |  |  |   |       | 



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In addition, the Company issued stock options outside of its stock compensation plans, summarized
as follows:



|                                      |  |         |        |  |          |   |      |             |  |  |           |  |  |   |   | 
|------------------------------------- |  | ------- | ------ |  | -------- | - | ---- | ----------- |  |  | --------- |  |  | - | - | 
|                                      |  |         |        |  |          |   |      | Weighted    |  |  |           | 
|                                      |  |         |        |  |          |   |      | Average     |  |  |           | 
|                                      |  |         |        |  |          |   |      | Remaining   |  |  | Aggregate | 
|                                      |  |         |        |  | Weighted |   |      | Contractual |  |  | Intrinsic | 
|                                      |  |         |        |  | Average  |   |      | Life        |  |  | Value     | 
|Stock Options Issued Outside of Plans |  | Options |        |  | Price    |   |      | (Years)     |  |  | (000)     | 
|Outstanding at February 28, 2011      |  |         | 55,000 |  |          | $ | 3.25 |             |  |  | 7.00      |  |  | $ |  | 
|                                      |  |         |        |  |          |   |      |             |  |  |           |  |  |   |   | 
|Outstanding at February 29, 2012      |  |         | 55,000 |  |          | $ | 3.25 |             |  |  | 6.00      |  |  | $ |  | 
|                                      |  |         |        |  |          |   |      |             |  |  |           |  |  |   |   | 
|Outstanding at February 28, 2013      |  |         | 55,000 |  |          | $ | 3.25 |             |  |  | 5.00      |  |  | $ |  | 
|                                      |  |         |        |  |          |   |      |             |  |  |           |  |  |   |   | 

The following table summarizes information about stock options outstanding by price range at February 28,
2013.



|                         |  |                     |           |  |                     |  |      |           |  |   |              |  |  |           |           |  |  |   |      | 
|------------------------ |  | ------------------- | --------- |  | ------------------- |  | ---- | --------- |  | - | ------------ |  |  | --------- | --------- |  |  | - | ---- | 
|                         |  | Options Outstanding |           |  | Options Exercisable | 
|                         |  |                     |           |  | Weighted            |  |      |           |  |   |              | 
|                         |  | Options             |           |  | Average             |  |      |           |  |   | Options      |  |  |           |          
|                         |  | Outstanding         |           |  | Remaining           |  |      | Weighted- |  |   | Exercisable  |  |  | Weighted- |          
|                         |  | at                  |           |  | Contractual         |  |      | Average   |  |   | at           |  |  | Average   |          
|                         |  | February 28,        |           |  | Life                |  |      | Exercise  |  |   | February 28, |  |  | Exercise  |          
|Range of Exercise Prices |  | 2013                |           |  | (Years)             |  |      | Price     |  |   | 2013         |  |  | Price     |          
|$ .00 to $ .50           |  |                     |          |  |                     |  |     |           |  | $ |             |  |  |           |          |  |  | $ |     | 
|$ .51 to $1.00           |  |                     | 277,658   |  |                     |  | 6.35 |           |  |   | 0.70         |  |  |           | 277,658   |  |  |   | 0.70 | 
|$1.01 to $2.00           |  |                     | 333,334   |  |                     |  | 2.31 |           |  |   | 1.66         |  |  |           | 199,998   |  |  |   | 1.66 | 
|$2.01 to $3.00           |  |                     | 281,666   |  |                     |  | 2.55 |           |  |   | 2.15         |  |  |           | 281,666   |  |  |   | 2.15 | 
|$3.01 to $4.00           |  |                     | 734,167   |  |                     |  | 3.08 |           |  |   | 3.66         |  |  |           | 734,167   |  |  |   | 3.66 | 
|$4.01 to $9.93           |  |                     | 410,865   |  |                     |  | 3.15 |           |  |   | 4.41         |  |  |           | 410,865   |  |  |   | 4.41 | 
|                         |  |                     |           |  |                     |  |      |           |  |   |              |  |  |           |           |  |  |   |      | 
|                         |  |                     | 2,037,690 |  |                     |  | 3.34 |           |  | $ | 2.87         |  |  |           | 1,904,354 |  |  | $ | 2.96 | 
|                         |  |                     |           |  |                     |  |      |           |  |   |              |  |  |           |           |  |  |   |      | 

As of February 28, 2013, we had $221 thousand of total unrecognized compensation expense
related to non-vested stock options expected to be recognized over a weighted average period of 2.33 years. The stock-based compensation expense for stock options was based on grant date fair value of the awards for the remaining unvested periods.
The total fair value of shares vested during the years ended February 28, 2013 and February 29, 2012 was $417 thousand and $246 thousand, respectively.

Restricted Stock Activity. The Company grants restricted stock or RSUs to certain of its employees and
directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Companys stock on the date of grant. The fair value of restricted stock and RSUs is amortized to expense on a straight-line basis over the
restricted stock and RSU vesting period.



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The aggregate intrinsic value for the restricted stock outstanding in the table
represents the total pretax value, based on our closing stock price of $2.30 and $2.45 as of February 28, 2013 and February 29, 2012, respectively. The weighted average grant date fair value of the restricted stock granted was $2.71 during
fiscal 2013. A summary of our restricted stock and changes during the years ended February 28, 2013 and February 29, 2012 is presented below:



|                                    |  |        |          |   |          |   |      |             |  |  |           |  |  |   |     | 
|----------------------------------- |  | ------ | -------- | - | -------- | - | ---- | ----------- |  |  | --------- |  |  | - | --- | 
|                                    |  |        |          |   |          |   |      | Weighted    |  |  |           | 
|                                    |  |        |          |   |          |   |      | Average     |  |  | Aggregate | 
|                                    |  |        |          |   | Weighted |   |      | Contractual |  |  | Intrinic  | 
|                                    |  |        |          |   | Average  |   |      | Life        |  |  | Value     | 
|Restricted Stock Issued Within Plan |  | Shares |          |   | Price    |   |      | (Years)     |  |  | (000)     | 
|Non-vested at February 28, 2011     |  |        | 427,163  |   |          | $ | 1.86 |             |  |  | 1.58      |  |  | $ | 743 | 
|Granted                             |  |        | 123,174  |   |          |   | 1.78 |             |  |  | 1.00      |  |  |   |    | 
|Forfeited or expired                |  |        | (249,529 | ) |          |   | 1.85 |             |  |  |          |  |  |   |    | 
|Vested or Exercised                 |  |        | (108,531 | ) |          |   | 1.87 |             |  |  |          |  |  |   |    | 
|                                    |  |        |          |   |          |   |      |             |  |  |           |  |  |   |     | 
|Non-vested at February 29, 2012     |  |        | 192,277  |   |          |   | 1.80 |             |  |  | 0.81      |  |  |   | 471 | 
|                                    |  |        |          |   |          |   |      |             |  |  |           |  |  |   |     | 
|Granted                             |  |        | 154,239  |   |          |   | 2.71 |             |  |  | 1.43      |  |  |   | 202 | 
|Forfeited or expired                |  |        | (11,978  | ) |          |   | 1.78 |             |  |  |          |  |  |   |    | 
|Vested or Exercised                 |  |        | (265,232 | ) |          |   | 2.06 |             |  |  |          |  |  |   |    | 
|                                    |  |        |          |   |          |   |      |             |  |  |           |  |  |   |     | 
|Non-vested at February 28, 2013     |  |        | 69,306   |   |          | $ | 2.72 |             |  |  | 1.02      |  |  | $ | 158 | 
|                                    |  |        |          |   |          |   |      |             |  |  |           |  |  |   |     | 

In addition, the Company issued restricted stock outside of plans, summarized as follows:



|                                        |  |        |         |   |          |   |      |             |  |  |           |  |  |   |   | 
|--------------------------------------- |  | ------ | ------- | - | -------- | - | ---- | ----------- |  |  | --------- |  |  | - | - | 
|                                        |  |        |         |   |          |   |      | Weighted    |  |  |           | 
|                                        |  |        |         |   |          |   |      | Average     |  |  |           | 
|                                        |  |        |         |   |          |   |      | Remaining   |  |  | Aggregate | 
|                                        |  |        |         |   | Weighted |   |      | Contractual |  |  | Intrinsic | 
|                                        |  |        |         |   | Average  |   |      | Life        |  |  | Value     | 
|Restricted Stock Issued Outside of Plan |  | Shares |         |   | Price    |   |      | (Years)     |  |  | (000)     | 
|Non-vested at February 28, 2011         |  |        | 5,000   |   |          |   | 1.57 |             |  |  | 0.28      |  |  |   | 9 | 
|Granted                                 |  |        | 12,500  |   |          |   | 0.78 |             |  |  |          |  |  |   |  | 
|Vested                                  |  |        | (17,500 | ) |          |   | 0.97 |             |  |  |          |  |  |   |  | 
|                                        |  |        |         |   |          |   |      |             |  |  |           |  |  |   |   | 
|Non-vested at February 29, 2012         |  |        |        |   |          | $ |     |             |  |  |          |  |  | $ |  | 
|                                        |  |        |         |   |          |   |      |             |  |  |           |  |  |   |   | 
|Granted                                 |  |        |        |   |          |   |     |             |  |  |          |  |  |   |  | 
|Forfeited or expired                    |  |        |        |   |          |   |     |             |  |  |          |  |  |   |  | 
|Vested                                  |  |        |        |   |          |   |     |             |  |  |          |  |  |   |  | 
|                                        |  |        |         |   |          |   |      |             |  |  |           |  |  |   |   | 
|Non-vested at February 29, 2013         |  |        |        |   |          | $ |     |             |  |  |          |  |  | $ |  | 
|                                        |  |        |         |   |          |   |      |             |  |  |           |  |  |   |   | 

As of February 28, 2013, we had $185 thousand in unrecognized compensation cost related
to non-vested restricted stock awards expected to be recognized over a weighted average period of 1.03 years. The stock-based compensation expense for restricted stock was based on grant date fair value of the awards for the remaining unvested
periods. The total fair value of shares vested during fiscal 2013 and 2012 was $549 thousand and $423 thousand, respectively.

Warrants. The Company granted warrants under various agreements. Warrants related to these agreements entered into in March 2008
remain outstanding at February 28, 2013. Fair value of warrants issued under these agreements was determined based on the Black-Scholes pricing model using the following weighted-average assumptions:



|                        |  |             |     |  
|----------------------- |  | ----------- | --- | -
|                        |  | Fiscal 2009 |    
|Dividend yield          |  |             | 0   | %
|Expected volatility     |  |             | 120 | %
|Risk-free interest rate |  |             | 4.2 | %
|Expected lives in years |  |             | 5.0 |  



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The Companys warrants position is summarized as follows:



|                         |  |                      |       |  |                      |   |      |             |  |  |              |  |  |           |       |  |  |   |      | 
|------------------------ |  | -------------------- | ----- |  | -------------------- | - | ---- | ----------- |  |  | ------------ |  |  | --------- | ----- |  |  | - | ---- | 
|                         |  | Warrants Outstanding |       |  | Warrants Exercisable |  
|                         |  |                      |       |  |                      |   |      | Weighted    |  |  |              | 
|                         |  | Warrants             |       |  |                      |   |      | Average     |  |  | Warrants     |  |  |           |      
|                         |  | Outstanding          |       |  | Weighted-            |   |      | Remaining   |  |  | Exercisable  |  |  | Weighted- |      
|                         |  | at                   |       |  | Average              |   |      | Contractual |  |  | at           |  |  | Average   |      
|                         |  | February 28,         |       |  | Exercise             |   |      | Life        |  |  | February 28, |  |  | Exercise  |      
|Range of Exercise Prices |  | 2013                 |       |  | Price                |   |      | (Years)     |  |  | 2013         |  |  | Price     |      
|$4.01 to $5.00           |  |                      | 6,000 |  |                      |   | 4.57 |             |  |  | 0.04         |  |  |           | 6,000 |  |  |   | 4.57 | 
|                         |  |                      |       |  |                      |   |      |             |  |  |              |  |  |           |       |  |  |   |      | 
|                         |  |                      | 6,000 |  |                      | $ | 4.57 |             |  |  | 0.04         |  |  |           | 6,000 |  |  | $ | 4.57 | 
|                         |  |                      |       |  |                      |   |      |             |  |  |              |  |  |           |       |  |  |   |      | 

A summary of warrants issued and changes during fiscal 2013 and 2012 is presented below:



|                                 |  |                   |         |   |                   |   |      |           |  |  |          |   |  |   |      | 
|-------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ---- | --------- |  |  | -------- | - |  | - | ---- | 
|                                 |  | February 28, 2013 |         |   | February 29, 2012 |  
|                                 |  |                   |         |   | Weighted          |   |      |           |  |  | Weighted |  
|                                 |  |                   |         |   | Average           |   |      |           |  |  | Average  |  
|                                 |  | Number of         |         |   | Exercise          |   |      | Number of |  |  | Exercise |  
|                                 |  | Warrants          |         |   | Price             |   |      | Warrants  |  |  | Price    |  
|Outstanding at beginning of year |  |                   | 60,000  |   |                   | $ | 2.10 |           |  |  | 110,000  |   |  | $ | 4.30 | 
|Issued                           |  |                   |        |   |                   |   |     |           |  |  | 54,000   |   |  |   | 1.82 | 
|Exercised                        |  |                   | (54,000 | ) |                   |   | 1.82 |           |  |  |         |   |  |   |     | 
|Forfeited or expired             |  |                   |        |   |                   |   |     |           |  |  | (104,000 | ) |  |   | 4.29 | 
|                                 |  |                   |         |   |                   |   |      |           |  |  |          |   |  |   |      | 
|Outstanding at end of year       |  |                   | 6,000   |   |                   | $ | 4.57 |           |  |  | 60,000   |   |  | $ | 2.10 | 
|                                 |  |                   |         |   |                   |   |      |           |  |  |          |   |  |   |      | 
|Exercisable at end of year       |  |                   | 6,000   |   |                   | $ | 4.57 |           |  |  | 60,000   |   |  | $ | 2.10 | 
|                                 |  |                   |         |   |                   |   |      |           |  |  |          |   |  |   |      | 

No warrants were granted during the fiscal years ended February 28, 2013 or February 29, 2012.

As of February 28, 2013, we had no unrecognized compensation cost related to non-vested warrants. The stock-based compensation expense
for warrants was based on grant date fair value of the awards for the remaining unvested periods.

Stock Appreciation Rights.

On June 29, 2012, the Company granted its Chief Executive Officer 250,000 stock appreciation rights under the Premier
Exhibitions, Inc. 2009 Equity Incentive Plan. Of these rights 48,611 stock appreciation rights vested immediately, with the remainder vesting in thirty equal parts each month thereafter. The stock appreciation rights will be settled in cash, and
expire five years from the date of grant. As of February 28, 2013, 104,171 of the stock appreciation rights have vested. Fair value of stock appreciation rights is determined using the Black-Scholes pricing model using weighted-average
assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Companys common stock. The Company uses the simplified method for
estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected to be outstanding. The risk free rate for periods within the expected life of the stock appreciation rights is
based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period. As of February 28, 2013 $151 thousand has been included in accounts payable and accrued liabilities and represents the liability under this
plan.

Note 11. Lease Abandonment

In 2008, the Company entered into a lease for exhibition space with Ramparts, Inc., the owner and operator of the Luxor
Hotel and Casino in Las Vegas, Nevada. The Companys initial plans for the space were to operate three exhibitions and several ancillary attractions. During the third quarter of fiscal 2009, the Company opened two of three exhibitions. There
were deficiencies with the third exhibition which, in the Companys judgment, prevented the Company from proceeding with the original plan. During the fourth quarter of fiscal 2010, the Company decided it was no longer feasible to open a third
exhibition and committed to a plan to exit the space. Accordingly, the Company recorded lease abandonment expense of $4.4 million during fiscal 2010 based on the remaining payments under a non-cancellable operating lease and adjusted for expected
sublease rent. The related long-term lease abandonment liability of $1.9 million and $2.6 million at February 28, 2013 and February 29, 2012, respectively is reflected in Lease abandonment in the Consolidated Balance Sheets. The related
current portion lease abandonment liability of $0.5 million and $0.6 million at February 28, 2013 and February 29, 2012, respectively is reflected in Accounts payable and accrued liabilities in the Consolidated Balance Sheets.



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On July 19, 2010, the Company entered into a sublease agreement with Image Quest Worldwide,
Inc. (Image Quest), under which they agreed to sublease the abandoned space to present a sports themed exhibition. Under the terms of the agreement Image Quest agreed to pay Premier monthly rent equal to the greater of $30 thousand or
10% of gross sales (rental charges) and additional charges under the lease, such as common area maintenance charges, (additional charges) as allocated based on square footage of the subleased area. The Company has agreed to
waive these rental charges and additional charges for August 2010 through July 2011. For the next twenty four months of the lease term (August 2011  July 2013), 50% of the monthly rental charges and all additional charges will accrue, but are
not payable to Premier until August 1, 2013, when the entire balance plus interest at 5% will become due and shall be paid in equal monthly installments over twelve months.

Note 12. Income Taxes

A summary of the components of the provision for income taxes for fiscal 2013 and 2012 consists of the following:



|                                  |  |                   |     |  |                   |   |     | 
|--------------------------------- |  | ----------------- | --- |  | ----------------- | - | --- | 
|                                  |  | February 28, 2013 |     |  | February 29, 2012 |  
|Current income tax expense:       |  |                   |     |  |                   |   |     | 
|Federal                           |  | $                 | 121 |  |                   | $ |    | 
|State                             |  |                   | 70  |  |                   |   | 42  | 
|Foreign                           |  |                   | 88  |  |                   |   | 134 | 
|                                  |  |                   |     |  |                   |   |     | 
|Total current income tax expense  |  |                   | 279 |  |                   |   | 176 | 
|                                  |  |                   |     |  |                   |   |     | 
|Deferred income tax expense:      |  |                   |     |  |                   |   |     | 
|Federal                           |  |                   |    |  |                   |   |    | 
|State                             |  |                   |    |  |                   |   |    | 
|                                  |  |                   |     |  |                   |   |     | 
|Total deferred income tax expense |  |                   |    |  |                   |   |    | 
|                                  |  |                   |     |  |                   |   |     | 
|Total Income tax expense          |  | $                 | 279 |  |                   | $ | 176 | 
|                                  |  |                   |     |  |                   |   |     | 

The total provision for income taxes differs from the amount computed by applying the U.S. statutory federal
income tax rate to income before income tax, as follows:



|                                        |  |                   |       |   |                   |  |       |   
|--------------------------------------- |  | ----------------- | ----- | - | ----------------- |  | ----- | --
|                                        |  | February 28, 2013 |       |   | February 29, 2012 | 
|Statutory federal income tax rate       |  |                   | 34.0  | % |                   |  | 34.0  | % 
|State taxes, net of federal tax benefit |  |                   | 2.1   |   |                   |  |      |   
|Nondeductible expenses                  |  |                   | 1.9   |   |                   |  | (0.5  | ) 
|Adjustments of prior year amounts       |  |                   | 0.9   |   |                   |  |      |   
|Change in valuation allowance           |  |                   | (34.8 | ) |                   |  | (34.1 | ) 
|Foreign taxes, net of federal benefit   |  |                   | 4.1   |   |                   |  | (2.1  | ) 
|Other                                   |  |                   | 4.8   |   |                   |  | (0.3  | ) 
|                                        |  |                   |       |   |                   |  |       |   
|                                        |  |                   | 13.0  | % |                   |  | (3.0  | )%
|                                        |  |                   |       |   |                   |  |       |   



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Deferred income taxes recorded on the Companys Consolidated Balance Sheets result from
temporary differences between the basis of assets and liabilities reported for financial statement purposes and such amounts reported under the tax laws and regulations. The net deferred income asset consists of the following (in thousands):



|                                                 |  |                   |         |   |                   |   |         |  
|------------------------------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                 |  | February 28, 2013 |         |   | February 29, 2012 |  
|Current deferred assets (liabilities):           |  |                   |         |   |                   |   |         |  
|Accrued expenses                                 |  | $                 | 660     |   |                   | $ | 1,085   |  
|Accounts receivable                              |  |                   | 103     |   |                   |   | 112     |  
|Inventory                                        |  |                   | 28      |   |                   |   | 64      |  
|Other                                            |  |                   | 5       |   |                   |   | 10      |  
|Prepaid insurance                                |  |                   | (34     | ) |                   |   | (34     | )
|                                                 |  |                   |         |   |                   |   |         |  
|Current deferred tax assets                      |  |                   | 762     |   |                   |   | 1,237   |  
|Less: valuation allowance                        |  |                   | (754    | ) |                   |   | (1,193  | )
|                                                 |  |                   |         |   |                   |   |         |  
|Net current tax asset                            |  | $                 | 8       |   |                   | $ | 44      |  
|                                                 |  |                   |         |   |                   |   |         |  
|Noncurrent deferred tax assets (liabilities):    |  |                   |         |   |                   |   |         |  
|Equity compensation                              |  | $                 | 1,491   |   |                   | $ | 2,131   |  
|Accrued expenses                                 |  |                   | 766     |   |                   |   | 726     |  
|Foreign net operating loss carryforward          |  |                   | 714     |   |                   |   | 732     |  
|Federal net operating loss carryforward          |  |                   | 2,993   |   |                   |   | 5,665   |  
|State net operating loss carryforward            |  |                   | 539     |   |                   |   | 604     |  
|Contribution carryforwards                       |  |                   | 132     |   |                   |   | 100     |  
|Intangible assets                                |  |                   | 845     |   |                   |   | 789     |  
|Federal tax credits                              |  |                   | 874     |   |                   |   | 752     |  
|Investment in subsidiary                         |  |                   | 2,789   |   |                   |   |        |  
|Fixed assets                                     |  |                   | (570    | ) |                   |   | (363    | )
|                                                 |  |                   |         |   |                   |   |         |  
|Noncurrent deferred tax assets                   |  |                   | 10,573  |   |                   |   | 11,136  |  
|Less: valuation allowance                        |  |                   | (10,581 | ) |                   |   | (11,180 | )
|                                                 |  |                   |         |   |                   |   |         |  
|Net noncurrent deferred tax assets (liabilities) |  |                   | (8      | ) |                   |   | (44     | )
|                                                 |  |                   |         |   |                   |   |         |  
|Net deferred tax assets                          |  | $                 |        |   |                   | $ |        |  
|                                                 |  |                   |         |   |                   |   |         |  

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. The Company currently has approximately $9.1 million of U.S. federal net operating losses that are available as carryforwards. The net operating losses may be limited under Section 382 of the Internal Revenue Code. The Company
has performed an analysis to determine how much of these losses may be limited and the impact of such limitations is not material.

As of
February 28, 2013, the Company has $698 thousand of foreign tax credits and $177 thousand of minimum tax credits available to offset future payments of U.S. Federal income tax. If not used, the foreign tax credits will expire beginning in 2018.
The minimum tax credits can be carried forward indefinitely. The Company also has approximately $11.6 million of state net operating losses that are available as either carryforwards or carrybacks. The majority of these losses were generated in
fiscal 2012, 2011, 2010 and 2009, and will expire beginning in the fiscal year ending February 28, 2014.

Realization of the tax
benefits of net operating loss carryforwards and tax credit carryforwards is dependent upon the Companys ability to generate sufficient future taxable income in the appropriate taxing jurisdictions and within the applicable carryforward
periods. After giving consideration to current forecasts of future taxable income and the expiration period of the carryforward tax benefits, the Company has recorded a valuation allowance of $11.3 million to offset all net deferred income tax
assets. This reflects a decrease of $1.1 million from the valuation allowance of $12.4 million for fiscal 2012.

Deferred tax assets
relating to the tax benefits of employee stock options have been reduced to reflect exercises through the fiscal year ended February 28, 2013. Certain exercises resulted in tax deductions in excess of previously recorded tax benefits. The
Companys net operating loss carryforwards referenced above at February 28, 2013 include $301 thousand of income tax deductions in excess of previously recorded tax benefits. Although these additional tax deductions are reflected in net
operating loss carryforwards referenced above, the tax benefit will not be recognized until they reduce taxes payable. Accordingly, since the tax benefit did not reduce the Companys taxes payable in prior years, these tax benefits are not
reflected in the Companys deferred tax assets as presented above. The tax benefit of these excess deductions will be reflected as a credit to additional paid-in capital when recognized.

The Company has elected to record interest and penalties as a component of General and administrative expenses on the Consolidated Statement
of Operations. Interest and penalties for fiscal 2013 and 2012 were immaterial.



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Revenue Examinations

As of February 28, 2013, the Internal Revenue Service (IRS) has completed its examination of the Companys federal tax
returns for the fiscal years ended February 28(29), 2010, 2009, 2008 and 2007, with no significant adjustments required. The tax years February 28, 2012 and 2011 remain open to IRS examination. In addition to the review by the IRS, the
Company is, at times, under review by various state revenue authorities. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate
outcome of these actions will not have a material adverse effect on the Companys financial condition.

As of February 28, 2013
the Company has determined no liabilities for uncertain tax positions should be recorded. The Company does not anticipate a material change in the amount of unrecognized tax benefits over the next twelve months.

Note 13. Net Income (Loss) Per Share

Basic per share amounts exclude dilution and are computed using the weighted average number of common shares outstanding for
the period. Diluted per share amounts reflect the potential reduction in earnings per share that could occur if equity based awards were exercised or converted into common stock, unless the effects are anti-dilutive (i.e., the exercise price is
greater than the average market price of the common shares). Potential common shares are determined using the treasury stock method and include common shares issuable upon exercise of outstanding stock options and warrants.

The following table sets forth the computation of basic and diluted net income (loss) per share. For the year ended February 29, 2012
resulted in a net loss, the impact of dilutive effects of stock options was not added to the weighted average shares.



|                                               |  |                   |            |  |                   |   |            |  
|---------------------------------------------- |  | ----------------- | ---------- |  | ----------------- | - | ---------- | -
|                                               |  | February 28, 2013 |            |  | February 29, 2012 |  
|Numerator:                                     |  |                   |            |  |                   |   |            |  
|Net income (loss) attributable to shareholders |  | $                 | 1,950      |  |                   | $ | (5,781     | )
|Denominator:                                   |  |                   |            |  |                   |   |            |  
|Basic weighted-average shares outstanding      |  |                   | 48,159,918 |  |                   |   | 47,418,894 |  
|Effect of dilutive stock options and warrants  |  |                   | 400,745    |  |                   |   |           |  
|                                               |  |                   |            |  |                   |   |            |  
|Diluted weighted-average shares outstanding    |  |                   | 48,560,663 |  |                   |   | 47,418,894 |  
|                                               |  |                   |            |  |                   |   |            |  
|Net income (loss) per share:                   |  |                   |            |  |                   |   |            |  
|Basic                                          |  | $                 | 0.04       |  |                   | $ | (0.12      | )
|                                               |  |                   |            |  |                   |   |            |  
|Diluted                                        |  | $                 | 0.04       |  |                   | $ | (0.12      | )
|                                               |  |                   |            |  |                   |   |            |  

Equity based awards not included in the per share computation because the option exercise price was greater
than the average market price of the common shares are reflected in the following table.



|              |  |                   |           |  |                   |  |           | 
|------------- |  | ----------------- | --------- |  | ----------------- |  | --------- | 
|              |  | February 28, 2013 |           |  | February 29, 2012 | 
|Warrants      |  |                   | 6,000     |  |                   |  | 6,000     | 
|Stock options |  |                   | 1,145,032 |  |                   |  | 1,446,698 | 
|              |  |                   |           |  |                   |  |           | 
|Total         |  |                   | 1,151,032 |  |                   |  | 1,452,698 | 
|              |  |                   |           |  |                   |  |           | 

Note 14. Employee Savings Plans

The Company sponsors the Premier Exhibitions 401(k) and Profit Sharing Plan (the Plan) under section 401(k)
of the Internal Revenue Code of 1986, as amended. Under the Plan, all employees eligible to participate may elect to contribute up to the lesser of 60% of their salary or the maximum allowed under the Code. All employees who are at least age 21
and have completed three months of service with the Company are eligible to participate. Effective June 1, 2012, the Plan was amended to allow for Company matching of employee contributions at a rate of 100% of up to 3% of eligible compensation
and 50% for 4%-5% of employee eligible contributions. Prior to this amendment, the Company matching of employee contributions was at a rate of 50% of up to 6% of eligible contributions. During fiscal 2013 and 2012, the Company made $104 thousand and
$45 thousand in qualified matching contributions to the Plan, respectively.



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Note 15. Commitments and Contingencies

Lease Arrangements

Specimens

The
Company has non-cancelable operating leases for the rental of certain specimens used in its exhibitions. The leases are payable quarterly, have a term of five years and five annual options to extend. During December 2010, the Company evaluated the
performance of recently opened touring exhibitions and determined that the weak performance of several of the Bodies self-operated shows in unbranded facilities were well below expectations. Consequently, the Company elected not to renew certain of
the leases it held on collections of specimens used in its touring Bodies exhibitions. After these agreements were not extended, at February 28, 2011, the Company had three lease agreements remaining for specimens, with expiration dates of
September 2011 and June 2012. During fiscal year ended 2012 another of these agreements was allowed to expire. The Company currently has two lease agreements for specimens with expiration dates in February and March 2014.

Principal Executive Offices

Our principal executive office is located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia. This space, which consists of 10,715
square feet, is used for management, administration and marketing purposes. The Company entered into a seventh amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2012. Under this amendment,
the square footage leased is reduced to approximately 10,715 square feet and the lease term has been extended for an additional twenty-four months.

Warehouse Space for Artifacts and Other Exhibitry

The Company leases warehouse and lab space for the conservation, conditioning and storage of artifacts and other exhibitry. On October 12,
2011, the Company entered into a lease agreement for approximately 48,000 square feet of warehouse and lab space in Atlanta, Georgia. The agreement is for a five year term with two additional options to extend for up to an additional ten years. For
security purposes, we do not disclose the location of this property. Other storage space has been rented on a month-to-month basis, in various locations, as needed.

Warehouse Space for Exhibitry Assets

The Company leases warehouse space to store the Arts and Exhibition, LLC exhibitry. On January 16, 2013, the Company entered into a 6 1⁄2 month lease agreement for approximately 21,000 square feet of warehouse space in Atlanta, Georgia.

Warehouse Space for Merchandise Inventory

The Company leases warehouse space for its merchandise inventory under a lease assumed as part of the Exhibit Merchandising, LLC acquisition.
Under the fifth amendment to the lease dated March 2011 the Company approximately 20,000 square feet of warehouse space in Statesboro, Ohio under a lease that expires in August 2013.

Luxor Hotel and Casino  Las Vegas, Nevada

On March 12, 2008, the Company entered into a ten year lease agreement for exhibition space with Ramparts, Inc., owner and operator of The
Luxor Hotel and Casino in Las Vegas, Nevada, with an option to extend for up to an additional ten years. This lease includes approximately 36,141 square feet of space within the Luxor Hotel and Casino. We use the space, among other things, to
present our Bodies... The Exhibition and Titanic: The Artifact Exhibition exhibitions. The lease commenced with the completion of the design and construction work which related to the opening of our Bodies... The
Exhibition exhibition in August 2008 and the opening of the Titanic exhibition in December 2008. See discussion in Note 11. Lease Abandonmentregarding abandonment of a portion of the leased space.



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Atlantic Station  Atlanta, Georgia

On July 2, 2008, the Company entered into a lease agreement for exhibition space with Atlantic Town Center in Atlanta, Georgia. Until
March 6, 2012 we used the space to present our Bodies... The Exhibition and our Dialog in the Dark exhibitions. This space is currently being used to present our Bodies... The Exhibition and our
Titanic: The Artifact Exhibition exhibitions. The initial lease term was for three years with four one-month renewal options and was scheduled to expire in February 2012. On September 30, 2011, the Company entered into a first
amendment to this lease. The first amendment extended the lease term for an additional 16 months, with a two year extension option, and expired January 31, 2013. On October 22, 2012, the Company entered into a second amendment to the lease
for its exhibition space in Atlantic Station in Atlanta, Georgia. The lease term is for an additional 24 months from February 1, 2013 through January 31, 2015.

SeaportNew York City, New York

On April 7, 2008 the Company entered into a lease agreement for exhibition space with General Growth Properties, Inc. in New York City,
New York. We use the space to present our Bodies... The Exhibition exhibition and opened a Dialog in the Dark exhibition in a portion of the leased space in the summer of 2011. On July 26, 2012, the Company entered into
a first amendment to the lease for an additional 12 months from January 1, 2013 through December 31, 2013 pursuant to the first amendment, the lease could be terminated by the lessor with a ninety day written notice, but not prior to
June 30, 2013. The South Street Seaport in New York City was closed during the end of October and remained closed through fiscal year ending February 28, 2013 due to complications from Hurricane Sandy and subsequent action by governmental
authorities and the landlord. On January 2, 2013, the landlord notified the Company that it intended to terminate the Companys lease on June 30, 2013.

Buena Park, California

On April 3, 2013, the Company entered into a lease agreement for exhibition space with the Successor Agency of the Community Redevelopment
Agency of the City of Buena Park, California. We intend to open the space in the second quarter of 2014 and will present Bodies The Exhibition and Titanic: The Experience exhibitions in the space. The Company leased the
exhibition space for $1 per month through January 1, 2015, and has agreed to make capital improvements to the space and to maintain the facility during the term.

Titanic  The Experience  Orlando, Florida

On October 17, 2011, the Company entered into the assignment and second amendment to lease for exhibition space with George F. Eyde
Orlando, LLC and Louis J. Eyde Orlando, LLC. We use the space to present our Titanic  The Experience exhibition and dinner theatre. The lease term is for five years and expires in September 2016.

Touring Exhibitions

From time to time the Company enters into short-term lease agreements for exhibition space for its touring exhibitions. At February 28,
2013, the Company had no obligations under lease agreements its touring exhibits.

Lease Expense and Commitments

Lease expense charged to operations under these agreements was as follows:



|                       |  |                   |       |  |                   |   |       | 
|---------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                       |  | February 28, 2013 |       |  | February 29, 2012 |  
|Specimen fixed rentals |  | $                 | 1,646 |  |                   | $ | 2,517 | 
|Real estate rentals    |  |                   | 5,087 |  |                   |   | 4,980 | 
|Equipment rentals      |  |                   | 67    |  |                   |   | 66    | 
|                       |  |                   |       |  |                   |   |       | 
|Total rent expense     |  | $                 | 6,800 |  |                   | $ | 7,563 | 
|                       |  |                   |       |  |                   |   |       | 



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Aggregate minimum lease commitments at February 28, 2013, are as follows:



|            |  |        |        |    
|----------- |  | ------ | ------ | ---
|Fiscal Year |  | Amount |       
|2014        |  | $      | 5,600  |    
|2015        |  |        | 4,294  |    
|2016        |  |        | 3,961  |    
|2017        |  |        | 3,867  |    
|2018        |  |        | 3,608  |    
|Thereafter  |  |        | 1,474  |    
|            |  |        |        |    
|Total       |  | $      | 22,804 | ***
|            |  |        |        |    



|*** | Amounts have been reduced by sublease rental income of $150 thousand for fiscal years 2014 and 2015. In addition, the specimen licenses fees for our leased bodies include a charge of $1 per ticket sold after the
first 225,000 tickets that are not estimated above.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Titanic Artifact Sale Transaction Costs

The Company is party to a Consignment Agreement with Guernseys auction house to sell the Companys Titanic artifacts and related
intellectual property. If and when a transaction is closed, the Company will be required to pay Guernseys a fee of up to 8% of the sale price if a purchase agreement is entered into within 60 days of the auction deadline, and up to 4% of the
sale price if a purchase agreement is entered into thereafter. The actual amount of the commission will depend on the sale price, identity of the purchasing party and the date when the sale is closed. In addition, if and when a transaction to sell
the Titanic artifact collection is closed, the Company may be required to pay a Transaction Bonus to Christopher Davino, former President of RMS Titanic, Inc., dependent upon the sale price, identity of the purchasing party and the date when
the sale is closed. If a Transaction Bonus is paid to Mr. Davino, it is expected to be in the range of $625 thousand to $5.25 million, as previously disclosed by the Company. In addition, the Company expects to incur other legal, accounting and
investment banking expenses if and when a sale of the Titanic artifacts is completed.

Legal Proceedings

The Company is currently involved in certain legal proceedings. To the extent that a loss related to a contingency is reasonably estimable and
probable, the Company accrues an estimate of that loss. Because of the uncertainties related to both the amount and range of loss on certain pending litigation, the Company may be unable to make a reasonable estimate of the liability that could
result from an unfavorable outcome of such litigation. As information becomes available, the Company assesses any potential liability related to pending litigation and makes or, if necessary, revises its estimates. Such revisions in estimates of
potential liability could materially impact the Companys results of operations and financial position. At February 28, 2013, the Company had $15 thousand accrued for contract and legal settlement liabilities and $383 thousand in contract
and legal settlements receivable.

Concentrations

The Company conducts business with certain third party presenters in order to bring its exhibitions to market. If relationships with any or all
of these presenters is damaged or the presenters decide to no longer conduct business with the Company, it is possible that the Companys ability to bring its exhibits to market could be delayed or otherwise impaired. There is currently no
indication that these relationships are impaired or that the presenters intend to terminate their business relationship with the Company.

In addition, the Company currently presents three types of exhibits, two of which are dependent upon license agreements in order to present
the exhibitions. If license agreements related to the Companys Real Pirates or Bodies The Exhibition exhibitions are not renewed in the future, it could prevent the Company from presenting these exhibitions. There
is currently no indication that these licenses would not be able to be renewed.

The Company currently conducts much of its business
outside of the U.S. At February 28, 2013, the Company had 2 of its total 17 exhibits located in China and Serbia.



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Note 16. Related Party Transactions

Consulting Agreements

On February 2, 2009, the Company entered into a month to month consulting agreement with Foxdale Management, LLC and Mr. Samuel
Weiser whereby Mr. Weiser provides advice and other consulting services to the Company at a rate which was originally not to exceed $20 thousand per month and amended in January 2011 not to exceed $25 thousand per month. The Company incurred
$100 thousand and $295 thousand in expenses under this agreement for fiscal 2013 and 2012, respectively. Mr. Weiser has served as a member of the Companys Board of Directors since August 2009 and was previously the Chief Operating Officer
of Sellers Capital, LLC. Pursuant to this consulting agreement, Mr. Weiser served as Interim Chief Financial Officer of the Company from May 17, 2011 to June 27, 2011 and served as Interim President and Chief Executive Officer until
June 29, 2012 when he was named President and Chief Executive Officer and this consulting agreement was cancelled. Prior to his appointment as Interim Chief Financial Officer, Mr. Weiser had been serving as a consultant to the Company and
overseeing the Companys finance function while the Company began conducting a search for a permanent Chief Financial Officer.

Note 17.Non-controlling Interest

S2BN Entertainment Corporation

The Company and S2BN Entertainment Corporation (S2BN) terminated their joint venture to develop, design and produce future
exhibitions. The Company and S2BN entered into this joint venture arrangement on May 14, 2010 whereby each entity owned 50 percent of the joint venture and shared equally in the funding requirements and profits and losses of the joint venture
exhibitions.

The Company entered into a License Agreement (the Agreement) with Playboy Enterprises International, Inc.
(Playboy) in May of 2008 for the right to present and promote new exhibitions related to the Playboy brand. The Company and S2BN agreed to jointly develop, design, and produce a Playboy exhibit, and S2BN agreed to reimburse 50 percent of
the enumerated costs incurred related to this initial exhibit concept under the joint venture arrangement.

Although the Company did not
have a controlling financial interest in the joint venture, we determined that consolidation was appropriate due to assessment of the Companys participation in the financial and operational decisions of the joint venture made in the ordinary
course of business, as outlined in Accounting Standards Codification (ASC) ASC 810-10-25. Therefore, the joint ventures results were consolidated into the Companys financial statements and reflected as a non-controlling
interest.

On August 25, 2011, the Company notified Playboy that the joint venture was terminating the Agreement pursuant to a
unilateral termination right the Company had negotiated that included the waiver of the $300 thousand termination fee otherwise payable, if the termination was effected prior to the end of August 2011. While the Agreement provided that the joint
venture would still owe Playboy a final license fee installment of $150 thousand despite any such termination, the Company and S2BN also contend that Playboy had previously breached the Agreement, and the joint venture accordingly reserved its
rights to pursue all remedies and damages (which would include withholding any such final license fee installment). Due to the termination of the agreement with Playboy, the Company recorded an impairment charge of $217 thousand for Playboy
licenses, net of accumulated amortization. The Company also recorded an impairment charge of $141 thousand for construction in progress comprised of expenses incurred in the creation of the Playboy exhibit. The total impairment charge of $358
thousand is included in Impairment of intangibles and fixed assets on the Consolidated Statement of Operations for the year ended February 29, 2012.

Due to the termination of the Agreement and the related impairments, S2BNs investment in the joint venture through its payment of 50
percent of the costs of the potential exhibit has been fully impaired. An impairment charge of $197 thousand is reflected in Net loss attributable to non-controlling interest on the Consolidated Statements of Operations for the year ended
February 29, 2012.

During the portion of fiscal 2012 that the Agreement was in effect, the Company incurred expenditures for
exhibition rights of $50 thousand and received $77 thousand in reimbursements from S2BN for its share of total development costs incurred to date.



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Arts and Exhibitions International, LLC

On April 20, 2012, the Companys Premier Exhibition Management LLC subsidiary and its wholly owned subsidiary, PEM Newco, LLC
(Newco), entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC
(AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I Am and Real Pirates. Of these four
exhibitions, the Company is currently touring only Real Pirates. The Company granted a 10% interest in Premier Exhibition Management LLC (PEM) to AEG Live valued at $4.8 million as part of this transaction. The Company used
level 3 inputs based upon Financial Accounting Statement Board (FASB) Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820) to value AEG Lives interest in PEM. The Company
projected the future discounted cash flow by projecting the statement of operations and the probability of achievement to determine the fair value of the assets. During the year ended February 28, 2013, the net loss related to the
non-controlling interest in PEM was $83 thousand.

Note 18. Purchase and Registration Rights Agreements

On October 31, 2011, the Company and Lincoln Park Capital Fund, LLC (LPC), entered into a Purchase
Agreement (the LPC Purchase Agreement) and a Registration Rights Agreement (the Registration Rights Agreement), whereby the Company has the right to sell, at its sole discretion, to LPC up to $10 million of the Companys
common stock, over a 36-month period (any such shares sold being referred to as the Purchase Shares). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the Purchase Shares
and the Commitment Shares (as defined below).

The LPC Purchase Agreement and Registration Rights Agreement were entered into following
the termination by mutual agreement of previous purchase agreements and registration rights agreements dated May 20, 2011 and October 19, 2011, which provided for a substantially similar financing transaction between the Company and LPC.
The October 19, 2011 agreements were terminated in order to enable the parties to reduce the maximum number of shares of the Companys common stock issuable in connection with the proposed financing transaction. The October 19, 2011
agreements replaced a previous purchase agreement and registration rights agreement dated May 20, 2011. The previous agreements were terminated by mutual agreement of the Company and LPC in order to eliminate the ability of the Company to sell
Initial Purchase Shares of $1.25 million to LPC on the commencement of the Agreement, and to eliminate warrants that may have been issued under the original agreements if the Company had elected to sell the Initial Purchase Shares.

The registration statement filed pursuant to the Registration Rights Agreement has been declared effective by the SEC. The Company generally
now has the right, but not the obligation, over a 36-month period, to direct LPC to periodically purchase the Purchase Shares in specific amounts under certain conditions at the Companys sole discretion. The purchase price for the Purchase
Shares will be the lower of (i) the lowest trading price on the date of sale or (ii) the arithmetic average of the three lowest closing sale prices for the common stock during the 12 consecutive business days ending on the business day
immediately preceding the purchase date. In no event, however, will the Purchase Shares be sold to LPC below the floor price as defined in the LPC Purchase Agreement. While we have been unable to sell shares to LPC from the date we discovered errors
in our quarterly financial statements until the date we filed the restated financial statements on this Form 10-K, we could sell additional shares in the future.

In consideration for entering into the purchase agreement between the Company and LPC dated May 20, 2011, the Company issued to LPC
149,165 shares of common stock as an initial commitment fee. Under the October 30, 2011 Purchase Agreement, the Company is also required to issue up to 149,165 shares of common stock as commitment shares on a pro rata basis as the Company
directs LPC to purchase the Companys shares under the Purchase Agreement. The LPC Purchase Agreement may be terminated by the Company at any time at the Companys discretion without any cost to the Company. The proceeds that may be
received by the Company under the LPC Purchase Agreement are expected to be used for general corporate purposes, including working capital.

Under the LPC Purchase Agreement, the Company has agreed that, subject to certain exceptions, it will not, during the term of the LPC Purchase
Agreement, effect or enter into an agreement to effect any issuance of common stock or securities convertible into, exercisable for or exchangeable for common stock in a Variable Rate Transaction, which means a transaction in which the
Company:



| |  |  | 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



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The Company has also agreed to indemnify LPC against certain losses resulting from its breach of
any of its representations, warranties or covenants under the agreements with LPC.

During the year ended February 29, 2012 the
Company sold 275,000 shares for $634,675 and issued 158,632 commitment shares under this agreement. No shares were issued or sold during the year ended February 28, 2013.

Note 19. Litigation and Other Legal Matters

Status of Salvor-in-Possession and Interim Salvage Award Proceedings

The Company has been party to a salvage case titled RMS Titanic, Inc. v. The Wrecked and Abandoned Vessel, et al., in rem for nearly 20
years. The Company has served as sole salvor-in-possession of the Titanic wreck site since 1994. On August 12, 2010, the U. S. District Court for the Eastern District of Virginia (the District Court) issued an opinion granting a
salvage award to RMST based upon the Companys work in recovering and conserving over three thousand artifacts from the wreck of Titanic during its expeditions conducted in 1993, 1994, 1996, 1998, 2000, and 2004 (the Post 1987
Artifacts). The Company was awarded 100 percent of the fair market value of the artifacts, which the District Court set at approximately $110 million. The District Court reserved the right to determine whether to pay the Company a cash award
from proceeds derived from a judicial sale, or in the alternative, to issue the Company an in-specie award of title to the artifacts with certain covenants and conditions which would govern their maintenance and future disposition.

On August 15, 2011, the District Court granted an in-specie award of title to the artifacts to RMST for the Post 1987 Artifacts.
Title to the Post 1987 Artifacts comes with certain covenants and conditions drafted and negotiated by the Company and the United States government. These covenants and conditions govern the maintenance and future disposition of the
artifacts. These covenants and conditions include the following:



| |  |  | The approximately 2,000 1987 Artifacts and the approximately 3,500 Post 1987 Artifacts must be maintained as a single collection;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The combined collections can only be sold together, in their entirety, and any buyer would be subject to the same conditions applicable to RMST; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RMST must comply with provisions that guarantee the long-term protection of all of the artifacts. These provisions include the creation by RMST of a reserve fund (the Reserve Fund). The Reserve Fund is
irrevocably pledged to and held for the exclusive purpose of providing a performance guarantee for the maintenance and preservation of the Titanic collection for the public interest. The Company will pay into the Reserve Fund a minimum of twenty
five thousand dollars ($25 thousand) for each future fiscal quarter until the corpus of such Reserve Fund equals five million dollars ($5 million). Though not required under the covenants and conditions, the Company may make additional payments into
the Reserve Fund as it deems appropriate, consistent with its prior representations to the Court and sound fiscal operations. The Company established the Reserve Fund and funded it with $25 thousand during November 2011 and continues to fund it with
quarterly $25 thousand payments. The current balance in the Reserve Fund is $150,141, including interest income.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
these proceedings, on July 2, 2004, the District Court also rendered an opinion and order in which it held that it would not recognize a 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts
recovered from the wreck site during the 1987 expedition (the 1987 Artifacts). RMST appealed the July 2, 2004 District Court order to the Appellate Court. On January 31, 2006, the Appellate Court reversed the lower courts
decision to invalidate the 1993 Proces-Verbal, pursuant to which the government of France granted RMST title to all artifacts recovered from the wreck site during the 1987 expedition. As a result, the Appellate Court tacitly reconfirmed that RMST
owns the approximately 2,000 artifacts recovered during the 1987 expedition. These artifacts were not part of the August 2011 award, but are now subject to the covenants and conditions agreed to by the Company.



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Status of International Treaty Concerning the Titanic Wreck

The U.S. Department of State (the State Department) and the National Oceanic and Atmospheric Administration of the U.S. Department
of Commerce (NOAA) are working together to implement an international treaty (the Treaty) with the governments of the United Kingdom, France and Canada concerning the Titanic wreck site. If implemented in this country, this
treaty could affect the way the District Court monitors our salvor-in-possession rights to the Titanic. These rights include the exclusive right to recover artifacts from the wreck site, claim possession of and perhaps title to artifacts recovered
from the site, and display recovered artifacts. Years ago we raised objections to the State Department regarding the participation of the U.S. in efforts to reach an agreement governing salvage activities with respect to the Titanic. The proposed
Treaty, as drafted, did not recognize our existing salvor-in-possession rights to the Titanic. The United Kingdom signed the Treaty in November 2003, and the U.S. signed the Treaty in June 2004. For the Treaty to take effect, the U.S. must enact
implementing legislation. As no implementing legislation has been passed, the Treaty currently has no binding legal effect.

In August,
2011, the State Department and NOAA resubmitted draft legislation to Congress. Since that time, RMST has worked with the U.S. government to develop a number of textual modifications to this proposed implementing legislation to address the
Companys concerns. Recently, the members of the United States Congress have sponsored this revised legislation and it is now making its ways through the legislative process. RMST has taken efforts support the passage of this revised
implementing legislation into law. The Company believes that the passage of this legislation, as modified by RMST, will recognize the Companys past and future role with regard to the wreck site.

Other Litigation

The Company is also from time to time party to collection actions to recover amounts owed by promoters and other parties, particularly
international promoters and partners. In RMS Titanic, Inc. v. Citywest Productions and H.S.S. Trading as the Mansfield Group, we sued in Dublin, Ireland to collect approximately $1.3 million owed by a promoter who licensed and
presented a Titanic exhibition in Dublin. We were successful in obtaining judgment against the parties for the full amount of the claim. During the proceedings, the defendants went into receivership, which is an insolvency process under the laws of
Ireland. This receivable was fully reserved in fiscal year 2011 and written off in fiscal year 2012. Recovery in this case is unlikely.

On February 26, 2013 the Company filed suit in the U.S. District Court for the Northern District of Georgia, Atlanta Division against
Thomas Zaller and his companies, Imagine Exhibitions, Inc. and Imagine Exhibitions, PTE, LTD. Mr. Zaller is a former executive of the Company. The suit alleges that Mr. Zaller and his companies fraudulently obtained certain of the
Companys confidential and proprietary intellectual property related to the design of its Titanic exhibitions. The Company claims that Mr. Zaller and his companies unlawfully used such property in the development of their own competing
Titanic exhibition which was presented this year at the Venetian Macau, and which is now being marketed around the world. In the suit, the Company makes claims against Mr. Zaller personally for conversion, breach of contract, and
misappropriation of trade secrets under Georgia law. The Company makes claims against Mr. Zaller and his companies for unjust enrichment, fraud, fraudulent inducement, and trade dress violations under the Lanham Act. The Company has sued for
unspecified damages. The case is still in its early stages and the outcome of the case is not readily predictable at this time.

In a
related matter, on April 29, 2013, the Company filed suit in the U.S. District Court for the Middle District of Florida, Jacksonville Division against Kingsmen Creatives, LTD, and Kingsmen Exhibits PTE, LTD. Kingsmen Creatives is a publicly
traded Singapore based design company and is traded on the Singapore Exchange. Kingsmen Exhibits PTE, LTD. is a wholly-owned subsidiary of Kingsmen Creatives, LTD. and designs exhibition and museum properties. The Kingsmen companies partnered with
Thomas Zaller and his companies in development of their competing Titanic exhibition. The Company alleges that the Kingsmen companies participated in an unlawful conspiracy with Thomas Zaller and his companies which caused injury to the Company. The
Company also makes claims against the Kingsmen companies for conversion, misappropriation of trade secrets under Florida law, unjust enrichment, and trade dress violations under the Lanham Act. The Company has sued for unspecified damages. The case
is still in its early stages and the outcome of the case is not readily predictable at this time.

On April 22, 2013, Kingsmen
Exhibits PTE, LTD. filed suit against the Company in the High Court of the Republic of Singapore. This suit followed extensive correspondence between the Company and the Kingsmen companies regarding the allegations of wrongdoing by the Kingsmen
companies, along with their partners Thomas Zaller and his companies. Kingsmen seeks a judgment declaring that they did not violate the Singapore Copyright Act and the Singapore Trademark Act and prohibiting the Company from continuing to make
claims that Kingsmen infringed the Companys copyrights and trademarks. Kingsmen also seeks unspecified damages from the Company related to actions taken by the Company to protect its confidential and proprietary intellectual property. The case
is still in its early stages and the outcome of the case is not readily predictable at this time.



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From time to time the Company is or may become involved in other legal proceedings that result
from the operation of its exhibitions and business.

Settled Litigation

On July 30, 2009, Sports Immortals, Inc. and its principals, Joel Platt and Jim Platt (together, Sports Immortals), filed an
action against the Company in the Circuit Court of the Fifteenth Judicial District in Palm Beach County, Florida for claims arising from their license agreement with the Company under which the Company obtained rights to present sports memorabilia
exhibitions utilizing the Sports Immortals, Inc. collection. The plaintiffs alleged that the Company breached the contract when the Company purported to terminate it in April of 2009, and they sought fees and stock warrant agreements required under
the agreement. The Company filed its answer and counterclaims on September 7, 2009. Answering the complaint, the Company denied plaintiffs allegations and maintained that the Sports Immortals, Inc. license agreement was properly
terminated. The Company counterclaimed against the plaintiffs for breach of contract, fraudulent inducement and misrepresentation, breach of the covenant of good faith and fair dealing, and violation of Floridas deceptive and unfair practices
act. On August 16, 2011, the Company and Sports Immortals entered into a Settlement and Release Agreement (the Agreement). In exchange for full settlement and release of all claims of Sports Immortals, pursuant to the Agreement the
Company agreed to pay $475 thousand currently, $475 thousand on the first anniversary of settlement, and to exchange certain warrants previously issued to Jim Platt and Joel Platt for warrants with an exercise price set at the market price on the
date of settlement of $1.82. An expense of $6 thousand for the exchange of these warrants is included in General and administrative expenses for the year ended February 29, 2012. In third quarter of fiscal 2010, the Company accrued $167
thousand as an estimate of the cost to settle this litigation. An additional expense of $783 thousand was recorded in second quarter of fiscal 2012. The first installment of the settlement agreement of $475 thousand was paid on September 7,
2011. The remaining $475 thousand settlement payable was paid during the second quarter of fiscal 2013.

In April 2011, the Company filed
suit in the U.S. District Court for the Northern District of Georgia against Serge Grimaux and his companies, including Serge Grimaux Presents, Inc. and 9104-5773 Quebec, Inc. The suit alleges that Grimeaux failed to pay over $800
thousand due and owing the Company under a series of license agreements pursuant to which Mr. Grimaux and his entities presented the Companys Titanic and human anatomy exhibitions in venues throughout Canada. The Company settled this
litigation on November 10, 2011 for $375 thousand, of which $175 thousand has been received and the remainder of which is subject to collection. As of February 28, 2013 a net receivable of $148 thousand is included in the Companys
accounts receivable.

On August 5, 2011, the Company filed suit in the U.S. District Court for the Southern District of New York
against Gunther Von Hagens and his company, Plastination Company, Inc. The suit alleged that Von Hagens and Plastination breached a settlement agreement with the Company, tortiously interfered with the Companys business, conspired against the
Company and engaged in unfair competition practices. These claims related to information Von Hagens and Plastination provided to ABC News and other third-parties about the origin of the human anatomy specimens licensed by the Company and used in its
human anatomy exhibitions. The Company sued for unspecified damages. On April 23, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed. The proceeds related to this settlement will be
recorded in the first quarter of fiscal 2014.

On February 24, 2012, the Company filed suit against Dr. Hong-Jin Sui, Hoffen
Global Ltd., and Arnie Geller in the Circuit Court in and for Hillsborough County, Florida. The Company alleged that Messrs. Sui and Hoffen breached certain contractual obligations relating to rights of first refusal and opportunities to match
competing offers for the lease of sets of plastinated human anatomical specimens, leading to the opening of a series of exhibitions in Europe competitive with those of the Company. Mr. Geller, the Companys former CEO, was alleged to
have tortiously interfered with the Companys contractual rights in connection with the European exhibitions. On February 15, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been
dismissed.

On August 7, 2012, the Company filed suit against Marmargar, Inc. in the United States District Court for the Northern
District of Georgia, Atlanta Division. The Company filed suit in response to a claim by Marmargar regarding amounts allegedly due Marmargar pursuant to two alleged contracts with the Company. In particular, Marmargar sought four percent of all
monies received by the Company from a future sale of the Titanic artifacts. The Company denied all claims of Marmargar. In its lawsuit, the Company sought a judgment from the Court declaring that the alleged contracts were unenforceable and that the
Company did not owe Marmargar any monies. The case was transferred to the United States District Court for the Eastern District of Virginia, Norfolk Division, where Marmargar has consented to jurisdiction. Marmargar filed a counterclaim seeking to
enforce the two alleged contracts. On April 4, 2013, the parties entered into a confidential settlement agreement under which the lawsuit has been dismissed.



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Revenue Examinations

As of February 28, 2013, the Internal Revenue Service (IRS) has completed its examination of the Companys federal tax
returns for the fiscal years ended February 28(29), 2010, 2009, 2008 and 2007, with no significant adjustments required. The tax years February 28, 2012 and 2011 remain open to IRS examination. In addition to the review by the IRS, the
Company is, at times, under review by various state revenue authorities. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate
outcome of these actions will not have a material adverse effect on the Companys financial condition.

Note 20. Foreign Operations

Our exhibitions regularly tour outside the U.S. Approximately 3% and 20.7% of our revenues for fiscal 2013 and fiscal 2012,
respectively, resulted from exhibition activities outside the U.S. Exhibition activities outside the U.S. represented 12.3% and 24.9% of our total attendance for fiscal 2013 and fiscal 2012, respectively.

Many of our financial arrangements with our international trade partners are based upon foreign currencies, which exposes the Company to the
risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring. Aggregate foreign currency transaction loss included in Net income (loss) in the Consolidated Statement of Comprehensive
Income was $0 and $9 thousand for fiscal 2013 and 2012, respectively. Foreign currency translation adjustments, as presented in Other comprehensive loss in the Consolidated Balance Sheet, are reflected in the following table (in thousands):



|                                          |  |   |      |  
|----------------------------------------- |  | - | ---- | -
|Foreign currency translation gain (loss): |  |   |      |  
|Balance as of February 28, 2011           |  | $ | (447 | )
|Translation adjustment                    |  |   | (25  | )
|                                          |  |   |      |  
|Balance as of February 29, 2012           |  |   | (472 | )
|Translation adjustment                    |  |   | 13   |  
|                                          |  |   |      |  
|Balance as of February 28, 2013           |  | $ | (459 | )
|                                          |  |   |      |  

Note 21. Asset Purchase Agreement and Related Matters

Transaction  Orlando

On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed exhibition (Titanic:
The Experience or TTE) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, Worldwide). Pursuant to the Agreement, the Company purchased the assets of
the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide directly a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by Worldwide, totaling $720
thousand, which the Company will pay over a four-year period. On June 29, 2012 the Company and Worldwide entered into an amendment to the Asset Purchase Agreement to amend the payment schedule in exchange for a reduction in the total payments
to $1,430,000. On November 26, 2012 the Company and Worldwide entered into a further amendment to the Asset Purchase Agreement to amend the payment schedule in exchange for a reduction in the total payments to $1,418,000.

We have also entered into an Assignment of and Second Amendment to Lease (the Lease Agreement) with George F. Eyde Orlando, LLC
and Louis J. Eyde Orlando, LLC (together, Landlord) and Worldwide, which provides for a lease of the current exhibition space for five years, with an optional early termination after three years. The Lease Agreement reflects the
Companys rental obligations and also the assumed rental arrearages paid on behalf of Worldwide as part of the consideration for the Asset Purchase Agreement.



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Assets Acquired and Liabilities Assumed

Based upon the facts and circumstances of the acquisition, the Company has determined that it qualifies as a business purchase in accordance
with ASC 805, Business Combinations, (ASC 805), which requires that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

Fair value of acquired assets was determined based on a combination of the market and cost approaches. The market approach indicates asset
value should be measured by reference to prices for recent transactions involving identical or comparable assets. The cost approach estimates fair value by determining the current cost to acquire or construct a comparable asset. We used the market
approach to estimate fair value for certain exhibitry and leasehold improvement assets where we had purchased comparable assets for our other exhibitions. For all other assets acquired, we used the cost approach. The fair value of the liabilities
assumed as part of the Asset Purchase Agreement was determined by calculating their present value using an estimated incremental borrowing rate.

The following table summarizes the allocation of the purchase price of the Orlando acquisition to the estimated fair values of the assets and
liabilities assumed at the date of acquisition (in thousands):



|                          |  |   |       | 
|------------------------- |  | - | ----- | 
|Assets acquired:          |  |   |       | 
|Fixed assets:             |  |   |       | 
|Exhibitry                 |  | $ | 1,077 | 
|Leasehold improvments     |  |   | 237   | 
|Other fixed assets        |  |   | 53    | 
|Other assets:             |  |   |       | 
|Security deposit          |  |   | 10    | 
|                          |  |   |       | 
|Total assets acquired     |  | $ | 1,377 | 
|                          |  |   |       | 
|Liabilities:              |  |   |       | 
|Note payableSeller       |  |   | 743   | 
|Assumed lease arrearages  |  |   | 634   | 
|                          |  |   |       | 
|Total liabilities assumed |  | $ | 1,377 | 
|                          |  |   |       | 
|Net assets acquired       |  | $ |      | 
|                          |  |   |       | 

As the fair value of the assets purchased equals the fair value of liabilities assumed no goodwill was created
by the transaction.

TransactionArts and Exhibitions International, LLC

On April 20, 2012, Premier Exhibition Management LLC and its wholly owned subsidiary, PEM Newco, LLC (Newco), both
subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased, effective April 20, 2012, substantially all of the assets of
Arts and Exhibitions International, LLC (AEI). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as King Tut II, Cleopatra, America I Am and
Real Pirates. Of these four exhibitions, the Company is currently touring only Real Pirates. The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions,
museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. Unless renewed, our license to exhibit King Tut II will expire during fiscal 2013. We have been notified by the
Egyptian government that the license to exhibit Cleopatra, originally set to expire during fiscal 2014, will be terminated by the end of fiscal 2013. In addition, the acquired assets include intellectual property related to proposed
future exhibitions that the Company may further develop and produce. The Company will operate any such additional properties under its exhibition management subsidiary.

Pursuant to the Purchase Agreement, Newco purchased the exhibition properties and assets of AEI in exchange for the issuance to AEG of a 10%
equity interest in PEM and a non-recourse and non-interest bearing promissory note in the initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the Promissory Note). While no cash consideration was
paid upon the closing of the transaction, the Company incurred approximately $660,000 in transaction related expenses for investment banking, legal, and accounting fees of the acquired business, of which $550,000 was recognized in fiscal year 2013
and $110,000 in fiscal year 2012 which are included in general and administrative expenses. Newco has also assumed substantially all of the agreements and obligations associated with the acquired assets arising after the closing date, but AEG will
retain the obligation to pay the rights fees that accrue on existing exhibitions, which payments totaled $2.2 million. When AEG paid these fees, the balance of the Promissory Note was increased by the amount of the payment(s).



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Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net
revenues from exhibition bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100%
of the net revenues from the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and
presented. Net revenues are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the
following amount: (a) 5% of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management
fee shall not be less than the following minimum fees: $697 thousand in calendar year 2012; $750 thousand in calendar year 2013; $500 thousand in calendar year 2014; and $250 thousand in each of calendar years 2015 and 2016.

If the face value of the Promissory Note is paid in full prior to the maturity date, Newco will pay AEG 40% of any additional net revenues
derived from operation of the acquired assets thereafter through the maturity date, after deduction of the 10% management fee and the 10% booking fee, if applicable. If the face value of the Promissory Note is not satisfied in full at the maturity
date, Newco shall satisfy any shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the
remaining tangible assets to AEG.

Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions
and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the Company, PEM or Newco will have any liability with respect to any shortfall.

The following table summarizes the allocation of the purchase price of the Arts and Exhibition International, LLC acquisition to the estimated
fair values of the assets and assets assumed at the date of acquisition (in thousands):



|                                                                            |  |   |        |  
|--------------------------------------------------------------------------- |  | - | ------ | -
|Consideration:                                                              |  |   |        |  
|Non-recourse note payable                                                   |  | $ | 11,433 |  
|Non-controlling interest in PEM, LLC                                        |  |   | 3,018  |  
|                                                                            |  |   |        |  
|Total consideration given                                                   |  |   | 14,451 |  
|Recognized amounts of identifiable assets acquired and liabilities assumed: |  |   |        |  
|Cash                                                                        |  |   | 2,481  |  
|Prepaid expenses                                                            |  |   | 6,200  |  
|Property, plant, and equipment                                              |  |   | 3,003  |  
|Long-term exhibition costs                                                  |  |   | 618    |  
|Identifiable intangible assets                                              |  |   | 4,380  |  
|Deferred revenue                                                            |  |   | (2,481 | )
|                                                                            |  |   |        |  
|Total identifiable net assets                                               |  |   | 14,201 |  
|                                                                            |  |   |        |  
|Goodwill                                                                    |  | $ | 250    |  
|                                                                            |  |   |        |  



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The proforma results below include the effect of the acquisitions as if they had been consummated
as of March 1, 2011 (in thousands). The unaudited proforma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of
March 1, 2011.



|                              |  |                   |        |  |                   |   |        |  
|----------------------------- |  | ----------------- | ------ |  | ----------------- | - | ------ | -
|                              |  | February 28, 2013 |        |  | February 29, 2012 |  
|Total revenue                 |  | $                 | 39,354 |  |                   | $ | 33,334 |  
|Income/(loss) from operations |  |                   | 2,571  |  |                   |   | (5,276 | )
|Net income (loss)             |  |                   | 2,195  |  |                   |   | (5,963 | )

Transaction  Exhibit Merchandising, LLC

On July 12, 2012 the Company purchased substantially all of the assets of Exhibit Merchandising, LLC for $125 thousand from TIX
Corporation and Exhibit Merchandising, LLC. The assets purchased consisted of inventory valued at $25 thousand and fixed assets valued at $100 thousand.

As part of the asset purchase of Exhibit Merchandising, LLC, we obtained the rights to sell all merchandise related to Tutankhamun and
the Golden Age of the Pharaohs, Cleopatra: The Exhibition and Real Pirates.

Note 22Segment Information

The Company has two reportable segmentsExhibition Management and RMS Titanic. The Exhibition Management segment
involves the management of all of the Companys exhibition operations, including the operation and management of Premiers Bodies, Titanic (through an inter-company agreement with RMST), and Dialog in the Dark exhibitions as well as the
operation and management of the AEI properties known as King Tut II, Cleopatra, America I Am and Real Pirates. The exhibition management division also includes our exhibition merchandising business,
conducted under the Companys wholly owned subsidiary, Premier Merchandising, LLC. The RMS Titanic segment manages the Companys rights to the Titanic assets, including title to all of the recovered artifacts in the Companys
possession and all of the intellectual property (video, photos, maps, etc.) related to the recovery of the artifacts and research of the ship. In addition, the RMS Titanic segment manages the Companys responsibilities as salvor-in-possession
of the Titanic wreck site.

Revenue derived from exhibitions presented outside of the U.S. was $1.2 million and $6.6 million for fiscal
year 2013 and 2012, respectively. The Companys foreign exhibitions are all touring. As such, the concentration of foreign income in any period is fluid and changes as exhibitions are moved, normally every four to six months.

All reported revenues were derived from external customers, with the exception of $2.4 million and $1.5 million reported for the RMS Titanic
segment for fiscal 2013 and 2012, respectively. This revenue represents a royalty fee paid by the Exhibition Management segment for the use of Titanic assets in its exhibits, and is reflected as a corresponding cost of revenue in the Exhibition
Management segment. Revenue earned and expenses charged between segments are eliminated in consolidation.

Certain corporate expenses are
allocated based on intercompany agreements between PRXI, PEM and RMST for shared services.



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The following tables reflect the Statements of Operations for fiscal 2013 and 2012, respectively
by segment.



|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | ----------- | - | ----- | ----------- |  | - | ------ | - |  | - | ------ | -
|                                                                         |  | Year Ended February 28, 2013 |       
|                                                                         |  | (In thousands)               |       
|                                                                         |  | ExhibitionManagement         |        |   | RMS Titanic |   |       | Elimination |  |   | Total  |  
|Revenue                                                                  |  | $                            | 39,465 |   |             | $ | 2,353 |             |  | $ | (2,353 | ) |  | $ | 39,465 |  
|Cost of revenue (exclusive of depreciation and amortization)             |  |                              | 21,098 |   |             |   |      |             |  |   | (2,353 | ) |  |   | 18,745 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Gross profit                                                             |  |                              | 18,367 |   |             |   | 2,353 |             |  |   |       |   |  |   | 20,720 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Operating expenses:                                                      |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|General and administrative                                               |  |                              | 13,355 |   |             |   | 1,292 |             |  |   |       |   |  |   | 14,647 |  
|Depreciation and amortization                                            |  |                              | 3,419  |   |             |   | 106   |             |  |   |       |   |  |   | 3,525  |  
|Loss on disposal of assets                                               |  |                              | 134    |   |             |   |      |             |  |   |       |   |  |   | 134    |  
|Contract and legal settlements                                           |  |                              | (309   | ) |             |   |      |             |  |   |       |   |  |   | (309   | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Total Operating expenses                                                 |  |                              | 16,599 |   |             |   | 1,398 |             |  |   |       |   |  |   | 17,997 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Income from operations                                                   |  |                              | 1,768  |   |             |   | 955   |             |  |   |       |   |  |   | 2,723  |  
|Other income and (expenses)                                              |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Other income                                                             |  |                              | 23     |   |             |   |      |             |  |   |       |   |  |   | 23     |  
|Gain on debt modification                                                |  |                              | 81     |   |             |   |      |             |  |   |       |   |  |   | 81     |  
|Interest expense                                                         |  |                              | (681   | ) |             |   |      |             |  |   |       |   |  |   | (681   | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Income before income tax                                                 |  |                              | 1,191  |   |             |   | 955   |             |  |   |       |   |  |   | 2,146  |  
|Income tax expense                                                       |  |                              | 193    |   |             |   | 86    |             |  |   |       |   |  |   | 279    |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Net income                                                               |  |                              | 998    |   |             |   | 869   |             |  |   |       |   |  |   | 1,867  |  
|Less: Net loss attributable to non-controlling interest                  |  |                              | (83    | ) |             |   |      |             |  |   |       |   |  |   | (83    | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc. |  | $                            | 1,081  |   |             | $ | 869   |             |  | $ |       |   |  | $ | 1,950  |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|                                                                         | 
|                                                                         |  | Year Ended February 29, 2012 |       
|                                                                         |  | (In thousands)               |       
|                                                                         |  | ExhibitionManagement         |        |   | RMS Titanic |   |       | Elimination |  |   | Total  |  
|Revenue                                                                  |  | $                            | 31,710 |   |             | $ | 1,440 |             |  | $ | (1,440 | ) |  | $ | 31,710 |  
|Cost of revenue (exclusive of depreciation and amortization)             |  |                              | 18,704 |   |             |   |      |             |  |   | (1,440 | ) |  |   | 17,264 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Gross profit                                                             |  |                              | 13,006 |   |             |   | 1,440 |             |  |   |       |   |  |   | 14,446 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Operating expenses:                                                      |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|General and administrative                                               |  |                              | 12,444 |   |             |   | 1,514 |             |  |   |       |   |  |   | 13,958 |  
|Depreciation and amortization                                            |  |                              | 3,817  |   |             |   | 105   |             |  |   |       |   |  |   | 3,922  |  
|Loss on disposal of assets                                               |  |                              | 256    |   |             |   |      |             |  |   |       |   |  |   | 256    |  
|Impairment of intangibles and fixed assets                               |  |                              | 1,348  |   |             |   |      |             |  |   |       |   |  |   | 1,348  |  
|Contract and legal settlements                                           |  |                              | 783    |   |             |   |      |             |  |   |       |   |  |   | 783    |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Total Operating expenses                                                 |  |                              | 18,648 |   |             |   | 1,619 |             |  |   |       |   |  |   | 20,267 |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Loss from operations                                                     |  |                              | (5,642 | ) |             |   | (179  | )           |  |   |       |   |  |   | (5,821 | )
|Other income and (expenses)                                              |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Other income                                                             |  |                              | 10     |   |             |   |      |             |  |   |       |   |  |   | 10     |  
|Interest expense                                                         |  |                              | (33    | ) |             |   |      |             |  |   |       |   |  |   | (33    | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Loss before income tax                                                   |  |                              | (5,665 | ) |             |   | (179  | )           |  |   |       |   |  |   | (5,844 | )
|Income tax expense                                                       |  |                              | 176    |   |             |   |      |             |  |   |       |   |  |   | 176    |  
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Net loss                                                                 |  |                              | (5,841 | ) |             |   | (179  | )           |  |   |       |   |  |   | (6,020 | )
|Less: Net loss attributable to non-controlling interest                  |  |                              | (239   | ) |             |   |      |             |  |   |       |   |  |   | (239   | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  
|Net loss attributable to the shareholders of Premier Exhibitions, Inc.   |  | $                            | (5,602 | ) |             | $ | (179  | )           |  | $ |       |   |  | $ | (5,781 | )
|                                                                         |  |                              |        |   |             |   |       |             |  |   |        |   |  |   |        |  



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The assets in our Exhibition Management segment include exhibitry, leasehold
improvements, and other assets necessary for operation of the Companys exhibitions. The RMS Titanic segment contains all of the Titanic assets, including title to all of the recovered artifacts in the Companys possession and all related
intellectual property (video, photos, maps, etc.). The Companys assets by segment are reflected in the following table (in thousands).



|                          |  |                   |        |  |                   |   |        | 
|------------------------- |  | ----------------- | ------ |  | ----------------- | - | ------ | 
|                          |  | As of             |       
|                          |  | February 28, 2013 |        |  | February 29, 2012 |  
|Assets:                   |  |                   |        |  |                   |   |        | 
|Exhibition Management     |  | $                 | 28,634 |  |                   | $ | 15,438 | 
|RMS Titanic               |  |                   | 7,088  |  |                   |   | 7,465  | 
|Corporate and unallocated |  |                   | 1,756  |  |                   |   | 2,714  | 
|                          |  |                   |        |  |                   |   |        | 
|Total assets              |  | $                 | 37,478 |  |                   | $ | 25,617 | 
|                          |  |                   |        |  |                   |   |        | 

Expenditures for additions to long-lived assets by segment for the year ended
February 28, 2013 and February 29, 2012 are reflected in the table below (in thousands).



|                           |  |                   |       |  |                   |   |       | 
|-------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                           |  |                   |       |  |                   |   |       | 
|                           |  | February 28, 2013 |       |  | February 29, 2012 |  
|Capital Expenditures:      |  |                   |       |  |                   |   |       | 
|Exhibition Management      |  | $                 | 906   |  |                   | $ | 2,544 | 
|RMS Titanic                |  |                   | 153   |  |                   |   | 262   | 
|                           |  |                   |       |  |                   |   |       | 
|Total capital expenditures |  | $                 | 1,059 |  |                   | $ | 2,806 | 
|                           |  |                   |       |  |                   |   |       | 

Note 23  Restatement

Restatement of prior period quarterly financial statements

On May 1, 2013, the Audit Committee of Premier Exhibitions, Inc. (the Company), together with its independent registered
public accounting firm, concluded that certain previously issued financial statements should no longer be relied upon because of an error in such financial statements as addressed in Accounting Standards Codification 805 Business
Combinations.

The financial statements that should no longer be relied upon are those reported in the Forms 10-Q for the quarters
ending May 31, 2012, August 31, 2012 and November 30, 2012 and the Form 8-K/A dated July 6, 2012.

During fiscal
year 2013, the Company and its subsidiaries, Premier Exhibition Management, LLC (PEM) and PEM Newco, LLC (Newco), entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions
International, LLC (together, AEG) pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC (AEI). The purchase of the assets (the AEI Acquisition) was completed
contemporaneous with the signing of the Purchase Agreement in April 2012 and the acquisition was reported on a Current Report on Form 8-K filed April 20, 2012. The related audited financial statements of the acquired assets and unaudited
proforma information were filed on a Current Report on Form 8-K/A on July 6, 2012. The errors in the Companys financial statements relate to the purchase accounting for the AEI Acquisition and will result in a restatement of the
Companys balance sheet for those affected periods with resulting immaterial adjustments to the statements of operations and cash flows. None of the adjustments impacted operating income for those affected periods.

The consideration for the AEI acquisition was a 10% equity interest in PEM and a non-recourse and non-interest bearing promissory note in the
initial principal amount of $14,187,000 and with a maturity date of February 28, 2017 (the Promissory Note). Pursuant to the Promissory Note, Newco will make payments to AEG equal to (a) 100% of net revenues from exhibition
bookings entered into by AEG or pending as of closing and transferred to Newco pursuant to the Purchase Agreement, (b) 100% of net revenues from future bookings, after payment to PEM of a 10% booking fee, (c) 100% of the net revenues from
the future sale of any tangible exhibitry, equipment and other fixed assets comprising the acquired assets, and (d) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. Net
Revenues are determined after deduction by Newco of the direct expenses of operating the exhibitions. Newco is also entitled to retain, before remitting any payments on the Promissory Note, a management fee in the following amount: (a) 5%
of gross revenues (after deducting any PEM booking fees) for calendar year 2012; and (b) 10% of gross revenues (after deducting any PEM booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the
following minimum fees: $694,164 in calendar year 2012; $750,000 in calendar year 2013; $500,000 in calendar year 2014; and $250,000 in calendar years 2015 and 2016.



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If the Promissory Note is not satisfied in full at the maturity date, Newco shall satisfy any
shortfall by, at its option, selling some or all of the remaining acquired tangible assets, returning some or all the remaining acquired tangible assets to AEG, or paying the applicable portion of the value of the remaining tangible assets to AEG.
Due to the non-recourse nature of the Promissory Note, if the proceeds from the acquired exhibitions and asset sales described above are not sufficient to satisfy the Promissory Note in full on or prior to the maturity date, then none of the
Company, PEM or Newco will have any liability with respect to any shortfall.

Due to the nature of the Promissory Note, it was accounted
for on the purchase date with a discount for the amount of the Promissory Note not expected to be repaid in accordance with Generally Accepted Accounting Principles. This valuation was based on information about the assets acquired and expected
revenues. As management operated the assets during the fiscal year and repayments of the Promissory Note exceeded expectations, management decided to retain an external valuation expert to review the Companys original valuation of the
Promissory Note as of the purchase date. As a result of this review, additional work was performed by management to evaluate the facts and circumstances as of the acquisition date. After consultation with the Audit Committee and the Companys
independent registered public accounting firm, the Company has determined that the accounting for the acquisition was incorrect. As a result of the incorrect accounting treatment, at the date of acquisition:



| |  |  | Prepaid expenses were overstated by $1.536 million, property and equipment were overstated by $560 thousand and the equity interest in PEM transferred as part of the purchase price was overstated by $1.782 million;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Goodwill was understated by $250 thousand, future rights fees were understated by $4.38 million and the note payable was understated by $4.316 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On the statement of operations, interest expense was understated and net income attributable to non-controlling members was overstated; as a result Net Income was overstated by $17 thousand in the quarter ended
May 31, 2012, $81 thousand in the quarter ended August 31, 2012, and $201 thousand in the quarter ended November 30, 2012; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There were no changes to cash reported and minimal changes to the Statement of Cash Flows.
| | - |  | ------------------------------------------------------------------------------------------

We
have restated our consolidated financial statements for the first three quarters of the year ended February 28, 2013 to correct the manner in which the Company recorded the purchase accounting of its acquisition of Arts and Exhibition
International, LLC on April 20, 2012. This change had no impact on our RMS Titanic segment and is entirely related to our Exhibition Management segment.

The financial statements below in Note 23 have been restated to reflect the corrections of these errors. On the balance sheet, prepaid
expenses, property equipment, and equity attributable to non-controlling shareholders were decreased and goodwill, future rights fees, restricted assets and notes payable were increased. On the statement of operations interest expense and the net
income (loss) attributable to non-controlling interest were affected.

The financial statements included in this filing for the year, or
any period within, February 29, 2012, were not impacted by these changes.



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Premier Exhibitions, Inc.

Condensed Consolidated Balance Sheet

(in thousands, except share and share data)

(unaudited)



|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ----------- | - | ------ | -------- |  | - | ------- | -
|                                                                                                                                                                               |  | As Previously |         |   |             |   |        |          | 
|                                                                                                                                                                               |  | Reported      |         |   |             |   |        | Restated | 
|                                                                                                                                                                               |  | May 31,       |         |   | Restatement |   |        | May 31,  | 
|                                                                                                                                                                               |  | 2012          |         |   | Adjustment  |   |        | 2012     | 
|ASSETS                                                                                                                                                                         |  |               |         |   |             |   |        |          |  |   |         |  
|Current assets:                                                                                                                                                                |  |               |         |   |             |   |        |          |  |   |         |  
|Cash and cash equivalents                                                                                                                                                      |  | $             | 4,691   |   |             | $ |       |          |  | $ | 4,691   |  
|Certificates of deposit and other investments                                                                                                                                  |  |               | 405     |   |             |   |       |          |  |   | 405     |  
|Accounts receivable, net of allowance for doubtful accounts of $311                                                                                                            |  |               | 1,507   |   |             |   |       |          |  |   | 1,507   |  
|Merchandise inventory, net of reserve of $28 and $22, respectively                                                                                                             |  |               | 1,383   |   |             |   |       |          |  |   | 1,383   |  
|Income taxes receivable                                                                                                                                                        |  |               | 50      |   |             |   |       |          |  |   | 50      |  
|Deferred income taxes                                                                                                                                                          |  |               | 44      |   |             |   |       |          |  |   | 44      |  
|Prepaid expenses                                                                                                                                                               |  |               | 8,718   |   |             |   | (1,519 | )        |  |   | 7,199   |  
|Other current assets                                                                                                                                                           |  |               | 121     |   |             |   |       |          |  |   | 121     |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Total current assets                                                                                                                                                           |  |               | 16,919  |   |             |   | (1,519 | )        |  |   | 15,400  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Artifacts owned, at cost                                                                                                                                                       |  |               | 2,968   |   |             |   |       |          |  |   | 2,968   |  
|Salvors lien                                                                                                                                                                  |  |               | 1       |   |             |   |       |          |  |   | 1       |  
|Property and equipment, net of accumulated depreciation of $15,064 and $14,183 respectively                                                                                    |  |               | 13,146  |   |             |   | (551   | )        |  |   | 12,595  |  
|Exhibition licenses, net of accumulated amortization of $5,519 and $5,470, respectively                                                                                        |  |               | 2,179   |   |             |   |       |          |  |   | 2,179   |  
|Other receivable, less allowance for doubtful accounts of $296 and $206, respectively                                                                                          |  |               | 14      |   |             |   |       |          |  |   | 14      |  
|Subrogation rights                                                                                                                                                             |  |               | 250     |   |             |   |       |          |  |   | 250     |  
|Film and gaming assets, net of accumulated amortization of $206 and $175, respectively                                                                                         |  |               | 3,127   |   |             |   |       |          |  |   | 3,127   |  
|Goodwill                                                                                                                                                                       |  |               |        |   |             |   | 250    |          |  |   | 250     |  
|Future rights fees                                                                                                                                                             |  |               |        |   |             |   | 4,380  |          |  |   | 4,380   |  
|Restricted assets                                                                                                                                                              |  |               |        |   |             |   | 1,020  |          |  |   | 1,020   |  
|Long-term development cost                                                                                                                                                     |  |               | 618     |   |             |   |       |          |  |   | 618     |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Total Assets                                                                                                                                                                   |  | $             | 39,222  |   |             | $ | 3,580  |          |  | $ | 42,802  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                           |  |               |         |   |             |   |        |          |  |   |         |  
|Current liabilities:                                                                                                                                                           |  |               |         |   |             |   |        |          |  |   |         |  
|Accounts payable and accrued liabilities                                                                                                                                       |  | $             | 5,082   |   |             | $ | (40    | )        |  | $ | 5,042   |  
|Income taxes payable                                                                                                                                                           |  |               |        |   |             |   | 40     |          |  |   | 40      |  
|Deferred revenue                                                                                                                                                               |  |               | 2,285   |   |             |   |       |          |  |   | 2,285   |  
|Short-term portion of notes payable                                                                                                                                            |  |               | 4,351   |   |             |   | 1,322  |          |  |   | 5,673   |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Total current liabilities                                                                                                                                                      |  |               | 11,718  |   |             |   | 1,322  |          |  |   | 13,040  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Long-Term liabilities:                                                                                                                                                         |  |               |         |   |             |   |        |          |  |   |         |  
|Lease abandonment                                                                                                                                                              |  |               | 2,253   |   |             |   |       |          |  |   | 2,253   |  
|Deferred income taxes                                                                                                                                                          |  |               | 44      |   |             |   |       |          |  |   | 44      |  
|Long-term portion of notes payable                                                                                                                                             |  |               | 3,636   |   |             |   | 4,097  |          |  |   | 7,733   |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Total long-term liabilities                                                                                                                                                    |  |               | 5,933   |   |             |   | 4,097  |          |  |   | 10,030  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Commitment and Contingencies                                                                                                                                                   |  |               |         |   |             |   |        |          |  |   |         |  
|Shareholders equity:                                                                                                                                                          |  |               |         |   |             |   |        |          |  |   |         |  
|Common stock; $.0001 par value; authorized 65,000,000 shares;issued 47,957,927 and 47,883,927 shares, respectively; outstanding
47,955,918 and 47,881,918 shares, respectively |  |               | 5       |   |             |   |       |          |  |   | 5       |  
|Additional paid-in capital                                                                                                                                                     |  |               | 52,845  |   |             |   |       |          |  |   | 52,845  |  
|(Accumulated deficit) retained earnings                                                                                                                                        |  |               | (35,651 | ) |             |   | (17    | )        |  |   | (35,668 | )
|Accumulated other comprehensive loss                                                                                                                                           |  |               | (480    | ) |             |   |       |          |  |   | (480    | )
|Less treasury stock, at cost; 2,009 shares                                                                                                                                     |  |               | (1      | ) |             |   |       |          |  |   | (1      | )
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Equity Attributable to Shareholders of Premier Exhibitions, Inc.                                                                                                              |  |               | 16,718  |   |             |   | (17    | )        |  |   | 16,701  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Equity Attributable to Non-controlling interest                                                                                                                                |  |               | 4,853   |   |             |   | (1,822 | )        |  |   | 3,031   |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                     |  | $             | 39,222  |   |             | $ | 3,580  |          |  | $ | 42,802  |  
|                                                                                                                                                                               |  |               |         |   |             |   |        |          |  |   |         |  



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Premier Exhibitions, Inc.

Condensed Consolidated Statement of Comprehensive Income

(in thousands, except share and per share data)

(unaudited)



|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ----------- | - | --- | -------- |  | - | ---------- | -
|                                                                                          |  | Three Months Ended May 31, 2012 |           
|                                                                                          |  | As Previously                   |            |   | Restatement |   |     |          | 
|                                                                                          |  | Reported                        |            |   | Adjustments |   |     | Restated | 
|Revenue:                                                                                  |  |                                 |            |   |             |   |     |          |  |   |            |  
|Exhibition revenue                                                                        |  | $                               | 8,989      |   |             |   |    |          |  |   | 8,989      |  
|Merchandise and other                                                                     |  |                                 | 2,310      |   |             |   |    |          |  |   | 2,310      |  
|Management fee                                                                            |  |                                 | 111        |   |             |   |    |          |  |   | 111        |  
|Film revenue                                                                              |  |                                 | 50         |   |             |   |    |          |  |   | 50         |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Total revenue                                                                             |  |                                 | 11,460     |   |             |   |    |          |  |   | 11,460     |  
|Cost of revenue:                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Exhibition costs                                                                          |  |                                 | 4,390      |   |             |   |    |          |  |   | 4,390      |  
|Cost of merchandise sold                                                                  |  |                                 | 798        |   |             |   |    |          |  |   | 798        |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                                 | 5,188      |   |             |   |    |          |  |   | 5,188      |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Gross profit                                                                              |  |                                 | 6,272      |   |             |   |    |          |  |   | 6,272      |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Operating expenses:                                                                       |  |                                 |            |   |             |   |     |          |  |   |            |  
|General and administrative                                                                |  |                                 | 3,936      |   |             |   |    |          |  |   | 3,936      |  
|Depreciation and amortization                                                             |  |                                 | 914        |   |             |   |    |          |  |   | 914        |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Total operating expenses                                                                  |  |                                 | 4,850      |   |             |   |    |          |  |   | 4,850      |  
|Income from operations                                                                    |  |                                 | 1,422      |   |             |   |    |          |  |   | 1,422      |  
|Other income and (expense)                                                                |  |                                 |            |   |             |   |     |          |  |   |            |  
|Interest expense                                                                          |  |                                 | (53        | ) |             |   | (57 | )        |  |   | (110       | )
|Other income                                                                              |  |                                 | 12         |   |             |   |     |          |  |   | 12         |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Total other expense                                                                       |  |                                 | (41        | ) |             |   | (57 | )        |  |   | (98        | )
|Income before income taxes                                                                |  |                                 | 1,381      |   |             |   | (57 | )        |  |   | 1,324      |  
|Income tax expense                                                                        |  |                                 | 112        |   |             |   |    |          |  |   | 112        |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Net income                                                                                |  |                                 | 1,269      |   |             |   | (57 | )        |  |   | 1,212      |  
|Plus: Net income (loss) attributable to non-controlling interest                          |  |                                 | (53        | ) |             |   | 40  |          |  |   | (13        | )
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc.                 |  | $                               | 1,216      |   |             | $ | (17 | )        |  | $ | 1,199      |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Net income per share:                                                                     |  |                                 |            |   |             |   |     |          |  |   |            |  
|Basic income per common share                                                             |  | $                               | 0.03       |   |             |   |     |          |  | $ | 0.03       |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Diluted income per common share                                                           |  | $                               | 0.02       |   |             |   |     |          |  | $ | 0.02       |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Shares used in basic per share calculations                                               |  |                                 | 47,938,614 |   |             |   |     |          |  |   | 47,938,614 |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Shares used in diluted per share calculations                                             |  |                                 | 49,095,207 |   |             |   |     |          |  |   | 49,095,207 |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  
|Comprehensive income:                                                                     |  | $                               | 1,222      |   |             |   |     |          |  | $ | 1,205      |  
|                                                                                          |  |                                 |            |   |             |   |     |          |  |   |            |  



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Premier Exhibitions, Inc.

Condensed Consolidated Statement of Cash Flow

(in thousands)

(unaudited)



|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ----------- | - | ----- | -------- |  | - | ------ | -
|                                                                                      |  | Three Months Ended May 31, 2012 |       
|                                                                                      |  | As Previously                   |        |   | Restatement |   |       |          | 
|                                                                                      |  | Reported                        |        |   | Adjustments |   |       | Restated | 
|Cash flows from operating activities:                                                 |  |                                 |        |   |             |   |       |          |  |   |        |  
|Net income                                                                            |  |                                 | 1,269  |   |             |   | (57   | )        |  |   | 1,212  |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Adjustments to reconcile net income to net cash provided by operating activities:     |  |                                 |        |   |             |   |       |          |  |   |        |  
|Depreciation and amortization                                                         |  |                                 | 914    |   |             |   |      |          |  |   | 914    |  
|Lease abandonment                                                                     |  |                                 | (144   | ) |             |   |      |          |  |   | (144   | )
|Stock-based compensation                                                              |  |                                 | 230    |   |             |   |      |          |  |   | 230    |  
|Allowance for doubtful accounts                                                       |  |                                 | 90     |   |             |   |      |          |  |   | 90     |  
|Amortization of debt discount                                                         |  |                                 |       |   |             |   | 110   |          |  |   | 110    |  
|Changes in operating assets and liabilities, net of effect of acquisitions:           |  |                                 |        |   |             |   |       |          |  |   |        |  
|Increase in accounts receivable                                                       |  |                                 | (117   | ) |             |   |      |          |  |   | (117   | )
|Increase in merchandise inventory, net of reserve                                     |  |                                 | (301   | ) |             |   |      |          |  |   | (301   | )
|(Increase)/decrease in prepaid expenses                                               |  |                                 | 95     |   |             |   | (44   | )        |  |   | 51     |  
|Increase in other assets                                                              |  |                                 | (33    | ) |             |   |      |          |  |   | (33    | )
|Decrease in income taxes receivable                                                   |  |                                 | 196    |   |             |   |      |          |  |   | 196    |  
|Increase in other receivables                                                         |  |                                 | (89    | ) |             |   |      |          |  |   | (89    | )
|Increase in accounts payable and accrued liabilities                                  |  |                                 | 335    |   |             |   |      |          |  |   | 335    |  
|Increase in deferred revenue                                                          |  |                                 | 31     |   |             |   |      |          |  |   | 31     |  
|Increase in income taxes payable                                                      |  |                                 | 37     |   |             |   |      |          |  |   | 37     |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Total adjustments                                                                     |  |                                 | 1,244  |   |             |   | 66    |          |  |   | 1,310  |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Net cash provided by operating activities                                             |  |                                 | 2,513  |   |             |   | 9     |          |  |   | 2,522  |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Cash flows from investing activities:                                                 |  |                                 |        |   |             |   |       |          |  |   |        |  
|Purchases of property and equipment                                                   |  |                                 | (174   | ) |             |   |      |          |  |   | (174   | )
|Decrease in artifacts                                                                 |  |                                 | 22     |   |             |   |      |          |  |   | 22     |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Net cash used in investing activities                                                 |  |                                 | (152   | ) |             |   |      |          |  |   | (152   | )
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Cash flows from financing activities:                                                 |  |                                 |        |   |             |   |       |          |  |   |        |  
|Proceeds from option and warrant exercises                                            |  |                                 | 136    |   |             |   |      |          |  |   | 136    |  
|Payments on notes payable                                                             |  |                                 | (156   | ) |             |   | (9    | )        |  |   | (165   | )
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Net cash used in financing activities                                                 |  |                                 | (20    | ) |             |   | (9    | )        |  |   | (29    | )
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Effects of exchange rate changes on cash and cash equivalents                         |  |                                 | 6      |   |             |   |      |          |  |   | 6      |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Net increase in cash and cash equivalents                                             |  |                                 | 2,347  |   |             |   |      |          |  |   | 2,347  |  
|Cash and cash equivalents at beginning of period                                      |  |                                 | 2,344  |   |             |   |      |          |  |   | 2,344  |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Cash and cash equivalents at end of period                                            |  | $                               | 4,691  |   |             | $ |      |          |  | $ | 4,691  |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of cash flow information:                                     |  |                                 |        |   |             |   |       |          |  |   |        |  
|Cash paid during the period for interest                                              |  | $                               | 20     |   |             | $ |      |          |  | $ | 20     |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Cash received during the period for taxes                                             |  | $                               | (120   | ) |             | $ |      |          |  | $ | (120   | )
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:               |  |                                 |        |   |             |   |       |          |  |   |        |  
|Assets purchased with notes payable and equity in Premier Exhibitions Management, LLC |  | $                               | 11,917 |   |             | $ | 2,534 |          |  | $ | 14,451 |  
|                                                                                      |  |                                 |        |   |             |   |       |          |  |   |        |  



137



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Premier Exhibitions, Inc.

Condensed Consolidated Balance Sheet

(in thousands, except share and share data)

(unaudited)



|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------- | - | ------ | ---------- |  | - | ------- | -
|                                                                                                                                                                                |  | As Previously |         |   |             |   |        |            | 
|                                                                                                                                                                                |  | Reported      |         |   |             |   |        | Restated   | 
|                                                                                                                                                                                |  | August 31,    |         |   | Restatement |   |        | August 31, | 
|                                                                                                                                                                                |  | 2012          |         |   | Adjustment  |   |        | 2012       | 
|ASSETS                                                                                                                                                                          |  |               |         |   |             |   |        |            |  |   |         |  
|Current assets:                                                                                                                                                                 |  |               |         |   |             |   |        |            |  |   |         |  
|Cash and cash equivalents                                                                                                                                                       |  | $             | 5,603   |   |             | $ |       |            |  | $ | 5,603   |  
|Certificates of deposit and other investments                                                                                                                                   |  |               | 405     |   |             |   |       |            |  |   | 405     |  
|Accounts receivable, net of allowance for doubtful accounts of $325 and $311, respectively                                                                                      |  |               | 2,554   |   |             |   |        |            |  |   | 2,554   |  
|Merchandise inventory, net of reserve of $82 and $22, respectively                                                                                                              |  |               | 1,465   |   |             |   |       |            |  |   | 1,465   |  
|Income taxes receivable                                                                                                                                                         |  |               | 110     |   |             |   |       |            |  |   | 110     |  
|Deferred income taxes                                                                                                                                                           |  |               | 44      |   |             |   |       |            |  |   | 44      |  
|Prepaid expenses                                                                                                                                                                |  |               | 5,588   |   |             |   | (1,262 | )          |  |   | 4,326   |  
|Other current assets                                                                                                                                                            |  |               | 143     |   |             |   |       |            |  |   | 143     |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Total current assets                                                                                                                                                            |  |               | 15,912  |   |             |   | (1,262 | )          |  |   | 14,650  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Artifacts owned, at cost                                                                                                                                                        |  |               | 2,953   |   |             |   |       |            |  |   | 2,953   |  
|Salvors lien                                                                                                                                                                   |  |               | 1       |   |             |   |       |            |  |   | 1       |  
|Property and equipment, net of accumulated depreciation of $15,987 and $14,183 respectively                                                                                     |  |               | 12,465  |   |             |   | (523   | )          |  |   | 11,942  |  
|Exhibition licenses, net of accumulated amortization of $5,567 and $5,470, respectively                                                                                         |  |               | 2,131   |   |             |   |       |            |  |   | 2,131   |  
|Other receivable, less allowance for doubtful accounts of $387 and $206, respectively                                                                                           |  |               | 6       |   |             |   |       |            |  |   | 6       |  
|Subrogation rights                                                                                                                                                              |  |               | 250     |   |             |   |       |            |  |   | 250     |  
|Film and gaming assets, net of accumulated amortization of $206 and $175, respectively                                                                                          |  |               | 3,127   |   |             |   |       |            |  |   | 3,127   |  
|Goodwill                                                                                                                                                                        |  |               |        |   |             |   | 250    |            |  |   | 250     |  
|Future rights fees                                                                                                                                                              |  |               |        |   |             |   | 4,380  |            |  |   | 4,380   |  
|Restricted assets                                                                                                                                                               |  |               |        |   |             |   | 3,289  |            |  |   | 3,289   |  
|Long-term development cost                                                                                                                                                      |  |               | 580     |   |             |   |       |            |  |   | 580     |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Total Assets                                                                                                                                                                    |  | $             | 37,425  |   |             | $ | 6,134  |            |  | $ | 43,559  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |  |               |         |   |             |   |        |            |  |   |         |  
|Current liabilities:                                                                                                                                                            |  |               |         |   |             |   |        |            |  |   |         |  
|Accounts payable and accrued liabilities                                                                                                                                        |  | $             | 4,398   |   |             | $ |       |            |  |   | 4,398   |  
|Income taxes payable                                                                                                                                                            |  |               | 122     |   |             |   |       |            |  |   | 122     |  
|Deferred revenue                                                                                                                                                                |  |               | 1,740   |   |             |   |       |            |  |   | 1,740   |  
|Short-term portion of notes payable                                                                                                                                             |  |               | 4,053   |   |             |   | 5,519  |            |  |   | 9,572   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Total current liabilities                                                                                                                                                       |  |               | 10,313  |   |             |   | 5,519  |            |  |   | 15,832  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Long-Term liabilities:                                                                                                                                                          |  |               |         |   |             |   |        |            |  |   |         |  
|Lease abandonment                                                                                                                                                               |  |               | 2,108   |   |             |   |       |            |  |   | 2,108   |  
|Deferred income taxes                                                                                                                                                           |  |               | 44      |   |             |   |       |            |  |   | 44      |  
|Long-term portion of notes payable                                                                                                                                              |  |               | 167     |   |             |   | 2,555  |            |  |   | 2,722   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Total long-term liabilities                                                                                                                                                     |  |               | 2,319   |   |             |   | 2,555  |            |  |   | 4,874   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Commitment and Contingencies                                                                                                                                                    |  |               |         |   |             |   |        |            |  |   |         |  
|Shareholders equity:                                                                                                                                                           |  |               |         |   |             |   |        |            |  |   |         |  
|Common stock; $.0001 par value; authorized 65,000,000 shares; issued 48,018,753 and 47,883,927 shares, respectively; outstanding
48,016,744 and 47,881,918 shares, respectively |  |               | 5       |   |             |   |       |            |  |   | 5       |  
|Additional paid-in capital                                                                                                                                                      |  |               | 53,090  |   |             |   |       |            |  |   | 53,090  |  
|(Accumulated deficit) retained earnings                                                                                                                                         |  |               | (32,890 | ) |             |   | (98    | )          |  |   | (32,988 | )
|Accumulated other comprehensive loss                                                                                                                                            |  |               | (478    | ) |             |   |       |            |  |   | (478    | )
|Less treasury stock, at cost; 2,009 shares                                                                                                                                      |  |               | (1      | ) |             |   |       |            |  |   | (1      | )
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Equity Attributable to Shareholders of Premier Exhibitions, Inc.                                                                                                               |  |               | 19,726  |   |             |   | (98    | )          |  |   | 19,628  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Equity Attributable to Non-controlling interest                                                                                                                                 |  |               | 5,067   |   |             |   | (1,842 | )          |  |   | 3,225   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                      |  | $             | 37,425  |   |             | $ | 6,134  |            |  | $ | 43,559  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |            |  |   |         |  



138



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Premier Exhibitions, Inc.

Condensed Consolidated Statement of Comprehensive Income

(in thousands, except share and per share data)

(unaudited)



|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|----------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ----------- | - | ---- | -------- |  | - | ---------- | -
|                                                                                          |  | Three Months August 31, 2012 |           
|                                                                                          |  | As Previously                |            |   | Restatement |   |      |          | 
|                                                                                          |  | Reported                     |            |   | Adjustments |   |      | Restated | 
|Revenue:                                                                                  |  |                              |            |   |             |   |      |          |  |   |            |  
|Exhibition revenue                                                                        |  | $                            | 10,582     |   |             |   |     |          |  |   | 10,582     |  
|Merchandise and other                                                                     |  |                              | 2,589      |   |             |   |     |          |  |   | 2,589      |  
|Management fee                                                                            |  |                              | 250        |   |             |   |     |          |  |   | 250        |  
|Film revenue                                                                              |  |                              | 9          |   |             |   |     |          |  |   | 9          |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Total revenue                                                                             |  |                              | 13,430     |   |             |   |     |          |  |   | 13,430     |  
|Cost of revenue:                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Exhibition costs                                                                          |  |                              | 4,257      |   |             |   |     |          |  |   | 4,257      |  
|Cost of merchandise sold                                                                  |  |                              | 985        |   |             |   |     |          |  |   | 985        |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                              | 5,242      |   |             |   |     |          |  |   | 5,242      |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Gross profit                                                                              |  |                              | 8,188      |   |             |   |     |          |  |   | 8,188      |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Operating expenses:                                                                       |  |                              |            |   |             |   |      |          |  |   |            |  
|General and administrative                                                                |  |                              | 4,236      |   |             |   |     |          |  |   | 4,236      |  
|Depreciation and amortization                                                             |  |                              | 817        |   |             |   |     |          |  |   | 817        |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Total operating expenses                                                                  |  |                              | 5,053      |   |             |   |     |          |  |   | 5,053      |  
|Income from operations                                                                    |  |                              | 3,135      |   |             |   |     |          |  |   | 3,135      |  
|Other income and (expense)                                                                |  |                              |            |   |             |   |      |          |  |   |            |  
|Interest expense                                                                          |  |                              | (121       | ) |             |   | (101 | )        |  |   | (222       | )
|Gain on debt modification                                                                 |  |                              | 71         |   |             |   |     |          |  |   | 71         |  
|Other income and (expense)                                                                |  |                              | 5          |   |             |   |     |          |  |   | 5          |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Total other expense                                                                       |  |                              | (45        | ) |             |   | (101 | )        |  |   | (146       | )
|Income before income taxes                                                                |  |                              | 3,090      |   |             |   | (101 | )        |  |   | 2,989      |  
|Income tax expense                                                                        |  |                              | 116        |   |             |   |     |          |  |   | 116        |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Net income                                                                                |  |                              | 2,974      |   |             |   | (101 | )        |  |   | 2,873      |  
|Plus: Net income (loss) attributable to non-controlling interest                          |  |                              | (214       | ) |             |   | 20   |          |  |   | (194       | )
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc.                 |  | $                            | 2,760      |   |             | $ | (81  | )        |  | $ | 2,679      |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Net income per share:                                                                     |  |                              |            |   |             |   |      |          |  |   |            |  
|Basic income per common share                                                             |  | $                            | 0.06       |   |             |   |      |          |  | $ | 0.06       |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Diluted income per common share                                                           |  | $                            | 0.06       |   |             |   |      |          |  | $ | 0.05       |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Shares used in basic per share calculations                                               |  |                              | 47,997,541 |   |             |   |      |          |  |   | 47,997,541 |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Shares used in diluted per share calculations                                             |  |                              | 49,058,133 |   |             |   |      |          |  |   | 49,058,133 |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  
|Comprehensive income:                                                                     |  | $                            | 2,761      |   |             |   |      |          |  | $ | 2,680      |  
|                                                                                          |  |                              |            |   |             |   |      |          |  |   |            |  



139



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##### Table of Contents

Premier Exhibitions, Inc.

Condensed Consolidated Statement of Comprehensive Income

(in thousands, except share and per share data)

(unaudited)



|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|----------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ----------- | - | ---- | -------- |  | - | ---------- | -
|                                                                                          |  | Six Months August 31, 2012 |           
|                                                                                          |  | As Previously              |            |   | Restatement |   |      |          | 
|                                                                                          |  | Reported                   |            |   | Adjustments |   |      | Restated | 
|Revenue:                                                                                  |  |                            |            |   |             |   |      |          |  |   |            |  
|Exhibition revenue                                                                        |  | $                          | 19,571     |   |             |   |     |          |  |   | 19,571     |  
|Merchandise and other                                                                     |  |                            | 4,899      |   |             |   |     |          |  |   | 4,899      |  
|Management fee                                                                            |  |                            | 361        |   |             |   |     |          |  |   | 361        |  
|Film revenue                                                                              |  |                            | 59         |   |             |   |     |          |  |   | 59         |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Total revenue                                                                             |  |                            | 24,890     |   |             |   |     |          |  |   | 24,890     |  
|Cost of revenue:                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Exhibition costs                                                                          |  |                            | 8,647      |   |             |   |     |          |  |   | 8,647      |  
|Cost of merchandise sold                                                                  |  |                            | 1,783      |   |             |   |     |          |  |   | 1,783      |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                            | 10,430     |   |             |   |     |          |  |   | 10,430     |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Gross profit                                                                              |  |                            | 14,460     |   |             |   |     |          |  |   | 14,460     |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Operating expenses:                                                                       |  |                            |            |   |             |   |      |          |  |   |            |  
|General and administrative                                                                |  |                            | 8,172      |   |             |   |     |          |  |   | 8,172      |  
|Depreciation and amortization                                                             |  |                            | 1,731      |   |             |   |     |          |  |   | 1,731      |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Total operating expenses                                                                  |  |                            | 9,903      |   |             |   |     |          |  |   | 9,903      |  
|Income from operations                                                                    |  |                            | 4,557      |   |             |   |     |          |  |   | 4,557      |  
|Other income and (expense)                                                                |  |                            |            |   |             |   |      |          |  |   |            |  
|Interest expense                                                                          |  |                            | (174       | ) |             |   | (158 | )        |  |   | (332       | )
|Gain on debt modification                                                                 |  |                            | 71         |   |             |   |     |          |  |   | 71         |  
|Other income and (expense)                                                                |  |                            | 17         |   |             |   |     |          |  |   | 17         |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Total other expense                                                                       |  |                            | (86        | ) |             |   | (158 | )        |  |   | (244       | )
|Income before income taxes                                                                |  |                            | 4,471      |   |             |   | (158 | )        |  |   | 4,313      |  
|Income tax expense                                                                        |  |                            | 228        |   |             |   |     |          |  |   | 228        |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Net income                                                                                |  |                            | 4,243      |   |             |   | (158 | )        |  |   | 4,085      |  
|Plus: Net income (loss) attributable to non-controlling interest                          |  |                            | (267       | ) |             |   | 60   |          |  |   | (207       | )
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Net income attributable to the shareholders of Premier                                   |  | $                          | 3,976      |   |             | $ | (98  | )        |  | $ | 3,878      |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Net income per share:                                                                     |  |                            |            |   |             |   |      |          |  |   |            |  
|Basic income per common share                                                             |  | $                          | 0.08       |   |             |   |      |          |  | $ | 0.08       |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Diluted income per common share                                                           |  | $                          | 0.08       |   |             |   |      |          |  | $ | 0.08       |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Shares used in basic per share calculations                                               |  |                            | 47,968,077 |   |             |   |      |          |  |   | 47,968,077 |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Shares used in diluted per share calculations                                             |  |                            | 49,079,563 |   |             |   |      |          |  |   | 49,079,563 |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  
|Comprehensive income:                                                                     |  | $                          | 3,983      |   |             |   |      |          |  | $ | 3,885      |  
|                                                                                          |  |                            |            |   |             |   |      |          |  |   |            |  



140



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##### Table of Contents

Premier Exhibitions, Inc.

Condensed Consolidated Statement of Cash Flow

(in thousands)

(unaudited)



|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ----------- | - | ----- | -------- |  | - | ------ | -
|                                                                                      |  | Six Months Ended August 31, 2012 |       
|                                                                                      |  | As Previously                    |        |   | Restatement |   |       |          | 
|                                                                                      |  | Reported                         |        |   | Adjustments |   |       | Restated | 
|Cash flows from operating activities:                                                 |  |                                  |        |   |             |   |       |          |  |   |        |  
|Net income                                                                            |  | $                                | 4,243  |   |             | $ | (158  | )        |  | $ | 4,085  |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Adjustments to reconcile net income to net cashprovided by operating activities:      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Depreciation and amortization                                                         |  |                                  | 1,731  |   |             |   |      |          |  |   | 1,731  |  
|Lease abandonment                                                                     |  |                                  | (289   | ) |             |   |      |          |  |   | (289   | )
|Gain on debt modification                                                             |  |                                  | (71    | ) |             |   |      |          |  |   | (71    | )
|Stock-based compensation                                                              |  |                                  | 553    |   |             |   |      |          |  |   | 553    |  
|Amortization of debt discount                                                         |  |                                  |       |   |             |   | 329   |          |  |   | 329    |  
|Allowance for doubtful accounts                                                       |  |                                  | 195    |   |             |   |      |          |  |   | 195    |  
|Changes in operating assets and liabilities, net of effect of acquisitions:           |  |                                  |        |   |             |   |       |          |  |   |        |  
|Increase in accounts receivable                                                       |  |                                  | (1,178 | ) |             |   |      |          |  |   | (1,178 | )
|Increase in merchandise inventory, net of reserve                                     |  |                                  | (358   | ) |             |   |      |          |  |   | (358   | )
|(Increase)/decrease in prepaid expenses                                               |  |                                  | 76     |   |             |   | (171  | )        |  |   | (95    | )
|Increase in other assets                                                              |  |                                  | (55    | ) |             |   |      |          |  |   | (55    | )
|Decrease in income taxes receivable                                                   |  |                                  | 136    |   |             |   |      |          |  |   | 136    |  
|Increase in other receivables                                                         |  |                                  | (172   | ) |             |   |      |          |  |   | (172   | )
|Decrease in accounts payable and accrued liabilities                                  |  |                                  | (309   | ) |             |   |      |          |  |   | (309   | )
|Decrease in deferred revenue                                                          |  |                                  | (514   | ) |             |   |      |          |  |   | (514   | )
|Increase in income taxes payable                                                      |  |                                  | 119    |   |             |   |      |          |  |   | 119    |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Total adjustments                                                                     |  |                                  | (136   | ) |             |   | 158   |          |  |   | 22     |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Net cash provided by operating activities                                             |  |                                  | 4,107  |   |             |   |      |          |  |   | 4,107  |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Cash flows from investing activities:                                                 |  |                                  |        |   |             |   |       |          |  |   |        |  
|Purchases of property and equipment                                                   |  |                                  | (345   | ) |             |   |      |          |  |   | (345   | )
|Acquisition of assets of Exhibit Merchandising, LLC                                   |  |                                  | (125   | ) |             |   |      |          |  |   | (125   | )
|Decrease in artifacts                                                                 |  |                                  | 37     |   |             |   |      |          |  |   | 37     |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Net cash used in investing activities                                                 |  |                                  | (433   | ) |             |   |      |          |  |   | (433   | )
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Cash flows from financing activities:                                                 |  |                                  |        |   |             |   |       |          |  |   |        |  
|Proceeds from option and warrant exercises                                            |  |                                  | 136    |   |             |   |      |          |  |   | 136    |  
|Purchase of treasury stock                                                            |  |                                  | (78    | ) |             |   |      |          |  |   | (78    | )
|Payments on notes payable                                                             |  |                                  | (480   | ) |             |   |      |          |  |   | (480   | )
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Net cash used in financing activities                                                 |  |                                  | (422   | ) |             |   |      |          |  |   | (422   | )
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Effects of exchange rate changes on cash and cash equivalents                         |  |                                  | 7      |   |             |   |      |          |  |   | 7      |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Net increase in cash and cash equivalents                                             |  |                                  | 3,259  |   |             |   |      |          |  |   | 3,259  |  
|Cash and cash equivalents at beginning of period                                      |  |                                  | 2,344  |   |             |   |      |          |  |   | 2,344  |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Cash and cash equivalents at end of period                                            |  | $                                | 5,603  |   |             | $ |      |          |  | $ | 5,603  |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of cash flow information:                                     |  |                                  |        |   |             |   |       |          |  |   |        |  
|Cash paid during the period for interest                                              |  | $                                | 42     |   |             | $ |      |          |  | $ | 42     |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Cash received during the period for taxes                                             |  | $                                | (26    | ) |             | $ |      |          |  | $ | (26    | )
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:               |  |                                  |        |   |             |   |       |          |  |   |        |  
|Assets purchased with notes payable and equity in Premier Exhibitions Management, LLC |  | $                                | 11,917 |   |             | $ | 2,534 |          |  | $ | 14,451 |  
|                                                                                      |  |                                  |        |   |             |   |       |          |  |   |        |  



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Premier Exhibitions, Inc.

Condensed Consolidated Balance Sheet

(in thousands, except share and share data)

(unaudited)



|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------- | - | ------ | ------------ |  | - | ------- | -
|                                                                                                                                                                                |  | As Previously |         |   |             |   |        |              | 
|                                                                                                                                                                                |  | Reported      |         |   |             |   |        | Restated     | 
|                                                                                                                                                                                |  | November 30,  |         |   | Restatement |   |        | November 30, | 
|                                                                                                                                                                                |  | 2012          |         |   | Adjustment  |   |        | 2012         | 
|ASSETS                                                                                                                                                                          |  |               |         |   |             |   |        |              |  |   |         |  
|Current assets:                                                                                                                                                                 |  |               |         |   |             |   |        |              |  |   |         |  
|Cash and cash equivalents                                                                                                                                                       |  | $             | 6,150   |   |             | $ |       |              |  | $ | 6,150   |  
|Certificates of deposit and other investments                                                                                                                                   |  |               | 405     |   |             |   |       |              |  |   | 405     |  
|Accounts receivable, net of allowance for doubtful accounts of $325 and $311, respectively                                                                                      |  |               | 1,672   |   |             |   |       |              |  |   | 1,672   |  
|Merchandise inventory, net of reserve of $82 and $22, respectively                                                                                                              |  |               | 1,367   |   |             |   |       |              |  |   | 1,367   |  
|Income taxes receivable                                                                                                                                                         |  |               | 155     |   |             |   |       |              |  |   | 155     |  
|Deferred income taxes                                                                                                                                                           |  |               | 44      |   |             |   |       |              |  |   | 44      |  
|Prepaid expenses                                                                                                                                                                |  |               | 3,332   |   |             |   | (960   | )            |  |   | 2,372   |  
|Other current assets                                                                                                                                                            |  |               | 166     |   |             |   |       |              |  |   | 166     |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Total current assets                                                                                                                                                            |  |               | 13,291  |   |             |   | (960   | )            |  |   | 12,331  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Artifacts owned, at cost                                                                                                                                                        |  |               | 2,943   |   |             |   |       |              |  |   | 2,943   |  
|Salvors lien                                                                                                                                                                   |  |               | 1       |   |             |   |       |              |  |   | 1       |  
|Property and equipment, net of accumulated depreciation of $16,893 and $14,183 respectively                                                                                     |  |               | 11,847  |   |             |   | (496   | )            |  |   | 11,351  |  
|Exhibition licenses, net of accumulated amortization of $5,615 and $5,470, respectively                                                                                         |  |               | 2,083   |   |             |   |       |              |  |   | 2,083   |  
|Other receivable, less allowance for doubtful accounts of $480 and $206, respectively                                                                                           |  |               | 14      |   |             |   |       |              |  |   | 14      |  
|Subrogation rights                                                                                                                                                              |  |               | 250     |   |             |   |       |              |  |   | 250     |  
|Film and gaming assets, net of accumulated amortization of $319 and $175, respectively                                                                                          |  |               | 3,015   |   |             |   |       |              |  |   | 3,015   |  
|Goodwill                                                                                                                                                                        |  |               |        |   |             |   | 250    |              |  |   | 250     |  
|Future rights fees                                                                                                                                                              |  |               |        |   |             |   | 4,380  |              |  |   | 4,380   |  
|Restricted assets                                                                                                                                                               |  |               |        |   |             |   | 5,680  |              |  |   | 5,680   |  
|Long-term development cost                                                                                                                                                      |  |               | 700     |   |             |   |       |              |  |   | 700     |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Total Assets                                                                                                                                                                    |  | $             | 34,144  |   |             | $ | 8,854  |              |  | $ | 42,998  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |  |               |         |   |             |   |        |              |  |   |         |  
|Current liabilities:                                                                                                                                                            |  |               |         |   |             |   |        |              |  |   |         |  
|Accounts payable and accrued liabilities                                                                                                                                        |  | $             | 4,343   |   |             | $ |       |              |  | $ | 4,343   |  
|Income taxes payable                                                                                                                                                            |  |               | 156     |   |             |   |       |              |  |   | 156     |  
|Deferred revenue                                                                                                                                                                |  |               | 2,090   |   |             |   |       |              |  |   | 2,090   |  
|Short-term portion of capital lease obligations                                                                                                                                 |  |               | 24      |   |             |   |       |              |  |   | 24      |  
|Short-term portion of notes payable                                                                                                                                             |  |               | 1,283   |   |             |   | 8,338  |              |  |   | 9,621   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Total current liabilities                                                                                                                                                       |  |               | 7,896   |   |             |   | 8,338  |              |  |   | 16,234  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Long-Term liabilities:                                                                                                                                                          |  |               |         |   |             |   |        |              |  |   |         |  
|Lease abandonment                                                                                                                                                               |  |               | 1,958   |   |             |   |       |              |  |   | 1,958   |  
|Deferred income taxes                                                                                                                                                           |  |               | 44      |   |             |   |       |              |  |   | 44      |  
|Long-term portion of capital lease obligations                                                                                                                                  |  |               | 89      |   |             |   |       |              |  |   | 89      |  
|Long-term portion of notes payable                                                                                                                                              |  |               | 166     |   |             |   | 2,555  |              |  |   | 2,721   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Total long-term liabilities                                                                                                                                                     |  |               | 2,257   |   |             |   | 2,555  |              |  |   | 4,812   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Commitment and Contingencies                                                                                                                                                    |  |               |         |   |             |   |        |              |  |   |         |  
|Shareholders equity:                                                                                                                                                           |  |               |         |   |             |   |        |              |  |   |         |  
|Common stock; $.0001 par value; authorized 65,000,000 shares; issued 48,047,430 and 47,883,927 shares, respectively; outstanding
48,045,421 and 47,881,918 shares, respectively |  |               | 5       |   |             |   |       |              |  |   | 5       |  
|Additional paid-in capital                                                                                                                                                      |  |               | 53,168  |   |             |   |       |              |  |   | 53,168  |  
|(Accumulated deficit) retained earnings                                                                                                                                         |  |               | (33,519 | ) |             |   | (299   | )            |  |   | (33,818 | )
|Accumulated other comprehensive loss                                                                                                                                            |  |               | (478    | ) |             |   |       |              |  |   | (478    | )
|Less treasury stock, at cost; 2,009 shares                                                                                                                                      |  |               | (1      | ) |             |   |       |              |  |   | (1      | )
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Equity Attributable to Shareholders of Premier Exhibitions, Inc.                                                                                                               |  |               | 19,175  |   |             |   | (299   | )            |  |   | 18,876  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Equity Attributable to Non-controlling interest                                                                                                                                 |  |               | 4,816   |   |             |   | (1,740 | )            |  |   | 3,076   |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                      |  | $             | 34,144  |   |             | $ | 8,854  |              |  | $ | 42,998  |  
|                                                                                                                                                                                |  |               |         |   |             |   |        |              |  |   |         |  



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Premier Exhibitions, Inc.

Condensed Consolidated Statement of Consolidated Loss

(in thousands, except share and per share data)

(unaudited)



|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ----------- | - | ---- | -------- |  | - | ---------- | -
|                                                                                          |  | Three Months Ended November 30, 2012 |           
|                                                                                          |  | As Previously                        |            |   | Restatement |   |      |          | 
|                                                                                          |  | Reported                             |            |   | Adjustments |   |      | Restated | 
|Revenue:                                                                                  |  |                                      |            |   |             |   |      |          |  |   |            |  
|Exhibition revenue                                                                        |  | $                                    | 5,453      |   |             |   |     |          |  |   | 5,453      |  
|Merchandise and other                                                                     |  |                                      | 2,209      |   |             |   |     |          |  |   | 2,209      |  
|Management fee                                                                            |  |                                      | 250        |   |             |   |     |          |  |   | 250        |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Total revenue                                                                             |  |                                      | 7,912      |   |             |   |     |          |  |   | 7,912      |  
|Cost of revenue:                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Exhibition costs                                                                          |  |                                      | 3,559      |   |             |   |     |          |  |   | 3,559      |  
|Cost of merchandise sold                                                                  |  |                                      | 863        |   |             |   |     |          |  |   | 863        |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                                      | 4,422      |   |             |   |     |          |  |   | 4,422      |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Gross profit                                                                              |  |                                      | 3,490      |   |             |   |     |          |  |   | 3,490      |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Operating expenses:                                                                       |  |                                      |            |   |             |   |      |          |  |   |            |  
|General and administrative                                                                |  |                                      | 3,304      |   |             |   |     |          |  |   | 3,304      |  
|Depreciation and amortization                                                             |  |                                      | 918        |   |             |   |      |          |  |   | 918        |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Total operating expenses                                                                  |  |                                      | 4,222      |   |             |   |     |          |  |   | 4,222      |  
|Income from operations                                                                    |  |                                      | (732       | ) |             |   |     |          |  |   | (732       | )
|Other income and (expense)                                                                |  |                                      |            |   |             |   |      |          |  |   |            |  
|Interest expense                                                                          |  |                                      | (112       | ) |             |   | (99  | )        |  |   | (211       | )
|Gain on debt modification                                                                 |  |                                      | 10         |   |             |   |     |          |  |   | 10         |  
|Other income                                                                              |  |                                      | 3          |   |             |   |     |          |  |   | 3          |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Total other expense                                                                       |  |                                      | (99        | ) |             |   | (99  | )        |  |   | (198       | )
|Income before income taxes                                                                |  |                                      | (831       | ) |             |   | (99  | )        |  |   | (930       | )
|Income tax expense                                                                        |  |                                      | 49         |   |             |   |     |          |  |   | 49         |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Net loss                                                                                  |  |                                      | (880       | ) |             |   | (99  | )        |  |   | (979       | )
|Plus: Net income (loss) attributable to non-controlling interest                          |  |                                      | 251        |   |             |   | (102 | )        |  |   | 149        |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Net loss attributable to the shareholders of Premier Exhibitions, Inc.                   |  | $                                    | (629       | ) |             | $ | (201 | )        |  | $ | (830       | )
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Net loss per share:                                                                       |  |                                      |            |   |             |   |      |          |  |   |            |  
|Basic loss per common share                                                               |  | $                                    | (0.01      | ) |             |   |      |          |  | $ | (0.02      | )
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Diluted loss per common share                                                             |  | $                                    | (0.01      | ) |             |   |      |          |  | $ | (0.02      | )
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Shares used in basic per share calculations                                               |  |                                      | 48,029,592 |   |             |   |      |          |  |   | 48,029,592 |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Shares used in diluted per share calculations                                             |  |                                      | 48,029,592 |   |             |   |      |          |  |   | 48,029,592 |  
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  
|Comprehensive loss:                                                                       |  | $                                    | (629       | ) |             |   |      |          |  | $ | (830       | )
|                                                                                          |  |                                      |            |   |             |   |      |          |  |   |            |  



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Premier Exhibitions, Inc.

Condensed Consolidated Statement of Comprehensive Income

(in thousands, except share and per share data)

(unaudited)



|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|----------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | - | ----------- | - | ---- | -------- |  | - | ---------- | -
|                                                                                          |  | Nine Months Ended November 30, 2012 |           
|                                                                                          |  | As Previously                       |            |   | Restatement |   |      |          | 
|                                                                                          |  | Reported                            |            |   | Adjustments |   |      | Restated | 
|Revenue:                                                                                  |  |                                     |            |   |             |   |      |          |  |   |            |  
|Exhibition revenue                                                                        |  | $                                   | 25,024     |   |             |   |     |          |  |   | 25,024     |  
|Merchandise revenue                                                                       |  |                                     | 7,108      |   |             |   |     |          |  |   | 7,108      |  
|Management fee                                                                            |  |                                     | 611        |   |             |   |     |          |  |   | 611        |  
|License fee                                                                               |  |                                     | 59         |   |             |   |     |          |  |   | 59         |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Total revenue                                                                             |  |                                     | 32,802     |   |             |   |     |          |  |   | 32,802     |  
|Cost of revenue:                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Exhibition costs                                                                          |  |                                     | 12,206     |   |             |   |     |          |  |   | 12,206     |  
|Cost of merchandise sold                                                                  |  |                                     | 2,646      |   |             |   |     |          |  |   | 2,646      |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Total cost of revenue (exclusive of depreciation and amortization shown separately below) |  |                                     | 14,852     |   |             |   |     |          |  |   | 14,852     |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Gross profit                                                                              |  |                                     | 17,950     |   |             |   |     |          |  |   | 17,950     |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Operating expenses:                                                                       |  |                                     |            |   |             |   |      |          |  |   |            |  
|General and administrative                                                                |  |                                     | 11,476     |   |             |   |     |          |  |   | 11,476     |  
|Depreciation and amortization                                                             |  |                                     | 2,649      |   |             |   |     |          |  |   | 2,649      |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Total operating expenses                                                                  |  |                                     | 14,125     |   |             |   |     |          |  |   | 14,125     |  
|Income from operations                                                                    |  |                                     | 3,825      |   |             |   |     |          |  |   | 3,825      |  
|Other income and (expense)                                                                |  |                                     |            |   |             |   |      |          |  |   |            |  
|Interest expense                                                                          |  |                                     | (286       | ) |             |   | (257 | )        |  |   | (543       | )
|Gain on debt                                                                              |  |                                     | 81         |   |             |   |     |          |  |   | 81         |  
|Other income                                                                              |  |                                     | 20         |   |             |   |     |          |  |   | 20         |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Total other expense                                                                       |  |                                     | (185       | ) |             |   | (257 | )        |  |   | (442       | )
|Income before income taxes                                                                |  |                                     | 3,640      |   |             |   | (257 | )        |  |   | 3,383      |  
|Income tax expense                                                                        |  |                                     | 277        |   |             |   |     |          |  |   | 277        |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Net income                                                                                |  |                                     | 3,363      |   |             |   | (257 | )        |  |   | 3,106      |  
|Plus: Net loss attributable to non-controlling interest                                   |  |                                     | (16        | ) |             |   | (42  | )        |  |   | (58        | )
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Net income attributable to the shareholders of Premier Exhibitions, Inc.                 |  | $                                   | 3,347      |   |             | $ | (299 | )        |  | $ | 3,048      |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Net income per share:                                                                     |  |                                     |            |   |             |   |      |          |  |   |            |  
|Basic income per common share                                                             |  | $                                   | 0.07       |   |             |   |      |          |  | $ | 0.06       |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Diluted income per common share                                                           |  | $                                   | 0.07       |   |             |   |      |          |  | $ | 0.06       |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Shares used in basic per share calculations                                               |  |                                     | 47,988,433 |   |             |   |      |          |  |   | 47,988,433 |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Shares used in diluted per share calculations                                             |  |                                     | 49,094,927 |   |             |   |      |          |  |   | 49,094,927 |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  
|Comprehensive income:                                                                     |  | $                                   | 3,354      |   |             |   |      |          |  | $ | 3,055      |  
|                                                                                          |  |                                     |            |   |             |   |      |          |  |   |            |  



144



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##### Table of Contents

Premier Exhibitions, Inc.

Condensed Consolidated Statement of Cash Flow

(in thousands)

(unaudited)



|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ----------- | - | ----- | -------- |  | - | ------ | -
|                                                                                      |  | Nine Months Ended November 30, 2012 |       
|                                                                                      |  | As Previously                       |        |   | Restatement |   |       |          | 
|                                                                                      |  | Reported                            |        |   | Adjustments |   |       | Restated | 
|Cash flows from operating activities:                                                 |  |                                     |        |   |             |   |       |          |  |   |        |  
|Net income                                                                            |  | $                                   | 3,363  |   |             | $ | (257  | )        |  | $ | 3,106  |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Adjustments to reconcile net income to net cash provided by operating activities:     |  |                                     |        |   |             |   |       |          |  |   |        |  
|Depreciation and amortization                                                         |  |                                     | 2,649  |   |             |   |      |          |  |   | 2,649  |  
|Lease abandonment                                                                     |  |                                     | (439   | ) |             |   |      |          |  |   | (439   | )
|Gain on debt modification                                                             |  |                                     | (81    | ) |             |   |      |          |  |   | (81    | )
|Stock-based compensation                                                              |  |                                     | 649    |   |             |   |      |          |  |   | 649    |  
|Amortization of debt discount                                                         |  |                                     |       |   |             |   | 540   |          |  |   | 540    |  
|Allowance for doubtful accounts                                                       |  |                                     | 288    |   |             |   |      |          |  |   | 288    |  
|Changes in operating assets and liabilities:                                          |  |                                     |        |   |             |   |       |          |  |   |        |  
|Increase in accounts receivable                                                       |  |                                     | (296   | ) |             |   |      |          |  |   | (296   | )
|Increase in merchandise inventory, net of reserve                                     |  |                                     | (260   | ) |             |   |      |          |  |   | (260   | )
|Increase in prepaid expenses                                                          |  |                                     | (69    | ) |             |   | (283  | )        |  |   | (352   | )
|Increase in other assets                                                              |  |                                     | (78    | ) |             |   |      |          |  |   | (78    | )
|Increase in long-term development costs                                               |  |                                     | (160   | ) |             |   |      |          |  |   | (160   | )
|Decrease in income taxes receivable                                                   |  |                                     | 91     |   |             |   |      |          |  |   | 91     |  
|Increase in other receivables                                                         |  |                                     | (273   | ) |             |   |      |          |  |   | (273   | )
|Decrease in deferred revenue                                                          |  |                                     | (164   | ) |             |   |      |          |  |   | (164   | )
|Decrease in accounts payable and accrued liabilities                                  |  |                                     | (364   | ) |             |   |      |          |  |   | (364   | )
|Increase in income taxes payable                                                      |  |                                     | 153    |   |             |   |      |          |  |   | 153    |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Total adjustments                                                                     |  |                                     | 1,646  |   |             |   | 257   |          |  |   | 1,903  |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Net cash provided by operating activities                                             |  |                                     | 5,009  |   |             |   |      |          |  |   | 5,009  |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Cash flows from investing activities:                                                 |  |                                     |        |   |             |   |       |          |  |   |        |  
|Purchases of property and equipment                                                   |  |                                     | (545   | ) |             |   |      |          |  |   | (545   | )
|Acquisition of Exhibition Merchandise, LLC                                            |  |                                     | (125   | ) |             |   |      |          |  |   | (125   | )
|Decrease in artifacts                                                                 |  |                                     | 47     |   |             |   |      |          |  |   | 47     |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Net cash used in investing activities                                                 |  |                                     | (623   | ) |             |   |      |          |  |   | (623   | )
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Cash flows from financing activities:                                                 |  |                                     |        |   |             |   |       |          |  |   |        |  
|Proceeds from option and warrant exercises                                            |  |                                     | 136    |   |             |   |      |          |  |   | 136    |  
|Purchase of Treasury stock                                                            |  |                                     | (96    | ) |             |   |      |          |  |   | (96    | )
|Payments on capital leases                                                            |  |                                     | (2     | ) |             |   |      |          |  |   | (2     | )
|Payments on notes payable                                                             |  |                                     | (625   | ) |             |   |      |          |  |   | (625   | )
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Net cash used in financing activities                                                 |  |                                     | (587   | ) |             |   |      |          |  |   | (587   | )
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Effects of exchange rate changes on cash and cash equivalents                         |  |                                     | 7      |   |             |   |      |          |  |   | 7      |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Net increase in cash and cash equivalents                                             |  |                                     | 3,806  |   |             |   |      |          |  |   | 3,806  |  
|Cash and cash equivalents at beginning of period                                      |  |                                     | 2,344  |   |             |   |      |          |  |   | 2,344  |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Cash and cash equivalents at end of period                                            |  | $                                   | 6,150  |   |             | $ |      |          |  | $ | 6,150  |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of cash flow information:                                     |  |                                     |        |   |             |   |       |          |  |   |        |  
|Cash paid during the period for interest                                              |  | $                                   | 52     |   |             | $ |      |          |  | $ | 52     |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Cash paid during the period for taxes                                                 |  | $                                   | 33     |   |             | $ |      |          |  | $ | 33     |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:               |  |                                     |        |   |             |   |       |          |  |   |        |  
|Assets purchased with notes payable and equity in Premier Exhibitions Management, LLC |  | $                                   | 11,917 |   |             | $ | 2,534 |          |  | $ | 14,451 |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  
|Purchases of property and equipment under capital leases                              |  | $                                   | 115    |   |             | $ |      |          |  | $ | 115    |  
|                                                                                      |  |                                     |        |   |             |   |       |          |  |   |        |  



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Note 24Consignment agreement

On December 20, 2011, Premier entered into an agreement with Guernseys auction house to conduct a sale of the
Companys Titanic artifact collection and related intellectual property. Both the legal form of an ultimate transaction and the use of the proceeds are to be determined by the Board of Directors at a later date.

Note 25RMS Titanic Sale

Letter of Intent

On October 15, 2012, the Company announced that it had entered into a non-binding letter of intent with an entity representing a group of
individuals (the Consortium) working to effect a purchase of the stock of RMS Titanic, Inc., for educational, regional economic development and cultural purposes. The letter of intent is confidential, and is subject to the parties
negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter of intent is designed to allow the Consortium the opportunity to secure its financing sources, prepare to handle and house the
collection of artifacts and to continue its efforts to establish public and private support for the venture. While this process is ongoing, the Companys Board has authorized management to consider, and if appropriate to pursue, other strategic
alternatives. The Board is working to evaluate all options available to maximize shareholder value. There is no guarantee that a transaction or series of transactions will result from this process.



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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Based on our managements evaluation (with the participation of our Chief Executive Officer and Chief Financial Officer), as of the end of
the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) were not effective as of February 28, 2013 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosure.

Notwithstanding the ineffectiveness of our disclosure controls and procedures as
of February 28, 2013 and the material weaknesses in our internal control over financial reporting that existed as of that date as described below, management believes that (i) this Form 10-K does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the periods covered by this Report and (ii) the consolidated
financial statements, and other financial information, included in this Report fairly present in all material respects in accordance with generally accepted accounting principles (GAAP) our financial condition, results of operations and
cash flows as of, and for, the dates and periods presented.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could
have a material effect on the financial statements. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

As of February 28, 2013, our management (with the participation of our Chief Executive Officer and our Chief Financial Officer) conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of February 28, 2013 based on criteria in Internal Control Integrated
Framework issued by the COSO.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Management concluded that we did not maintain effective internal control over financial reporting as of February 28, 2013 because of the
identified control deficiencies related to the recording of the purchase accounting under Accounting Standards Codification 805 Business Combinations. These control deficiencies resulted in adjustments for the first three
quarters in the year ended February 28, 2013.



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Remediation Efforts to Address Material Weaknesses

Our management has worked, and continues to work, to strengthen our internal control over financial reporting. We are committed to
ensuring that such controls are operating effectively. Since identifying the material weaknesses in our internal control over financial reporting, we have corrected the identified errors in the manner in which we implement purchase accounting
valuations and accounting of these transactions in the financial statements.

We will also enhance the design and operation of our
controls related to recording of purchase accounting transactions by improving our controls and documentation related to our accounting policies and practices to identify, document and periodically assess whether all key judgments, conventions and
estimates used in computing the purchase accounting conform to accounting principles generally accepted in the United States. We believe we have remediated the material weaknesses that existed at February 28, 2013, and believe that the
actions we have taken subsequent to year end will prevent the recurrence of circumstances such as those that resulted in our determination to restate prior period financial statements.

We will continue to seek to actively identify, develop and implement additional measures that are reasonably likely to materially improve and
strengthen our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered
by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent
Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does
not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors and all fraud. Any controls, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the objectives of the controls will be met. The design of controls must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Further, because of the inherent limitations in all controls, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the controls. The design of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Except as set forth below, the
information required by this Item 10 is: (1) incorporated into this report by reference from our proxy statement to be issued in connection with our Annual Meeting of Shareholders under the headings Election of Directors,
Corporate Governance and Section 16(a) Beneficial Ownership Reporting Compliance, which proxy statement will be filed within 120 days after our fiscal year ended February 28, 2013 and (2) as set forth
under Directors and Executive Officers in Part I of this report.

We have adopted a Code of Ethics that applies to our
principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics also applies to all of our other employees and, as set forth therein, to our directors. Our Code of Ethics is posted on our website at
www.prxi.comunder the heading The Company. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Ethics by
posting such information on our website under the heading The Company.



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by this
Item 11 is incorporated into this report by reference from our proxy statement to be issued in connection with our Annual Meeting of Shareholders under the headings Executive Compensation and Corporate Governance, which
proxy statement will be filed within 120 days after our fiscal year ended February 28, 2013.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Except as set forth below, the information required by this Item 12 is incorporated into this report by reference from our proxy statement
to be issued in connection with our Annual Meeting of Shareholders under the heading Security Ownership of Certain Beneficial Owners and Management, which proxy statement will be filed within 120 days after our fiscal year ended
February 28, 2013.

Securities Authorized for Issuance under Equity Compensation Plans as of February 28, 2013



|                                                               |  |                         |           |  |                        |   |      |                              |  |  |           | 
|-------------------------------------------------------------- |  | ----------------------- | --------- |  | ---------------------- | - | ---- | ---------------------------- |  |  | --------- | 
|                                                               |  |                         |           |  |                        |   |      | Number of Securities         | 
|                                                               |  | Number of Securities to |           |  | Weighted-Average       |   |      | Remaining Available for      | 
|                                                               |  | be Issued Upon Exercise |           |  | Exercise Price of      |   |      | Future Issuance Under        | 
|                                                               |  | of Outstanding Options, |           |  | Outstanding Options,   |   |      | Equity Compensation          | 
|                                                               |  | Restricted Stock Units  |           |  | Restricted Stock Units |   |      | Plans (Excluding Securities  | 
|Plan Category                                                  |  | and Warrants (1)        |           |  | and Warrants           |   |      | Reflected in Column (a)) (2) | 
|                                                               |  | (a)                     |           |  | (b)                    |   |      | (c)                          | 
|Equity compensation plans approved by security holders         |  |                         | 2,051,896 |  |                        | $ | 2.86 |                              |  |  | 2,109,652 | 
|Equity compensation plans not approved by security holders (3) |  |                         | 61,000    |  |                        | $ | 3.38 |                              |  |  | N/A       | 
|                                                               |  |                         |           |  |                        |   |      |                              |  |  |           | 
|Total                                                          |  |                         | 2,112,896 |  |                        | $ | 2.87 |                              |  |  | 2,109,652 | 
|                                                               |  |                         |           |  |                        |   |      |                              |  |  |           | 



|(1) | Column (a) represents the number of shares of our common stock that may be issued in connection with the exercise or conversion of 1,414,741outstanding stock
options granted under our Amended and Restated 2004 Stock Option Plan (the 2004 Plan) and 637,155 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 made to employees outside pursuant to individual employment agreements and 6,000 warrants to promoters and licensors outside of our 2000 Plan and 2004 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The
information required by this Item 13 is incorporated into this report by reference from our proxy statement to be issued in connection with our Annual Meeting of Shareholders under the headings Certain Relationships and Related
Transactions and Corporate Governance, which proxy statement will be filed within 120 days after our fiscal year ended February 28, 2013.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information required by this Item 14 is
incorporated into this report by reference from our proxy statement to be issued in connection with our Annual Meeting of Shareholders under the heading Ratification of Our Independent Registered Public Accounting Firm, which proxy
statement will be filed within 120 days after our fiscal year ended February 28, 2013.



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

The following documents are filed as part of
this report:



|(a) | Financial Statements.
|--- | ---------------------

The following financial statements of the Company are included in
Item 8 of this Annual Report:



|                                                                                                                    |  |      |    | 
|------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                    |  | Page |   
|Report of Independent Registered Public Accounting Firm                                                             |  |      | 88 | 
|Consolidated Balance Sheets at February 28, 2013 and February 29, 2012                                              |  |      | 89 | 
|Consolidated Statements of Operations for the years ended February 28, 2013 and February 29,
2012                   |  |      | 90 | 
|Consolidated Statements of Comprehensive Income (Loss) for the years ended February 
28, 2013 and February 29, 2012 |  |      | 91 | 
|Consolidated Statements of Cash Flow for the years ended February 28, 2013 and February 29,
2012                    |  |      | 92 | 
|Consolidated Statements of Shareholders Equity for the years ended February 
28, 2013 and February 29, 2012        |  |      | 93 | 
|Notes to Consolidated Financial Statements                                                                          |  |      | 94 | 



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Schedule II

Valuation and Qualifying Accounts

For the Years Ended February, 28, 2013 and February 29, 2012

(in thousands)



|                                                    |  |            |       |  |            |   |     |          |  |   |            |  |  |            |     |  |  |   |     | 
|--------------------------------------------------- |  | ---------- | ----- |  | ---------- | - | --- | -------- |  | - | ---------- |  |  | ---------- | --- |  |  | - | --- | 
|                                                    |  |            |       |  | Additions  |   |     |          |  |   |            | 
|                                                    |  | Balance at |       |  | Charged to |   |     | Charged  |  |   | Deductions |  |  | Balance at |    
|                                                    |  | beginning  |       |  | costs and  |   |     | to other |  |   | charged to |  |  | end of     |    
|                                                    |  | of period  |       |  | expenses   |   |     | accounts |  |   | reserve    |  |  | period     |    
|Year ended February 28, 2013                        |  |            |       |  |            |   |     |          |  |   |            |  |  |            |     |  |  |   |     | 
|Allowance for doubtful accountsaccounts receivable |  | $          | 311   |  |            | $ | 14  |          |  | $ |           |  |  | $          |    |  |  | $ | 325 | 
|Year ended February 29, 2012                        |  |            |       |  |            |   |     |          |  |   |            |  |  |            |     |  |  |   |     | 
|Allowance for doubtful accountsaccounts receivable |  | $          | 1,044 |  |            | $ | (64 | )        |  | $ |           |  |  | $          | 669 |  |  | $ | 311 | 
|Allowance for doubtful accountsnotes receivable    |  | $          | 425   |  |            | $ |    |          |  | $ |           |  |  | $          | 425 |  |  | $ |    | 



|(b) | See Index to Exhibits.
|--- | ----------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



Premier Exhibitions, Inc.By:

/s/ Samuel S. Weiser

Dated: May 29, 2013Samuel S. Weiser
President and Chief Executive Officer
(Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



|                                                                                                          |  |             
|--------------------------------------------------------------------------------------------------------- |  | ------------
|/s/ Samuel S. Weiser                                                                                      |  | May 29, 2013
|President and Chief
Executive Officer (Principal
Executive Officer)                                       |  |             
|                                                                                                          | 
|/s/ William M. Adams                                                                                      |  | May 29, 2013
|William M. Adams, Director                                                                                |  |             
|                                                                                                          | 
|/s/ Doug Banker                                                                                           |  | May 29, 2013
|Doug Banker, Director                                                                                     |  |             
|                                                                                                          | 
|/s/ Ronald C. Bernard                                                                                     |  | May 29, 2013
|Ronald C. Bernard, Director                                                                               |  |             
|                                                                                                          | 
|/s/ Stephen W. Palley                                                                                     |  | May 29 2013 
|Stephen W. Palley, Director                                                                               |  |             
|                                                                                                          | 
|/s/ Mark A. Sellers, III                                                                                  |  | May 29, 2013
|Mark A. Sellers, III                                                                                      |  |             
|Chairman of the Board of Directors                                                                        |  |             
|                                                                                                          | 
|/s/ Bruce D. Steinberg                                                                                    |  | May 29, 2013
|Bruce D. Steinberg, Director                                                                              |  |             
|                                                                                                          | 
|/s/ Michael J. Little                                                                                     |  | May 29, 2013
|Michael J. Little, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  |             



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INDEX TO EXHIBITS



|        |  |                                                                                                                                                                                                                        |  |          |  |                           |  |         |  |            
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------------------------- |  | ------- |  | -----------
|Exhibit |  |                                                                                                                                                                                                                        |  | Filed    |  | Incorporated by Reference
|No.     |  | Exhibit Description                                                                                                                                                                                                    |  | Herewith |  | Form                      |  | Exhibit |  | Filing Date
|        |  |                                                                                                                                                                                                                        |  |          | 
|2.1     |  | Purchase Agreement                                                                                                                                                                                                     |  |          |  | 8-K                       |  | 2.1     |  | 04-25-12   
|        |  |                                                                                                                                                                                                                        |  |          | 
|2.2     |  | Promissory Note                                                                                                                                                                                                        |  |          |  | 8-K                       |  | 2.2     |  | 04-25-12   
|        |  |                                                                                                                                                                                                                        |  |          | 
|3.1     |  | Articles of Incorporation (Commission File Number 000-24452)                                                                                                                                                           |  |          |  | 8-K                       |  | 3.1     |  | 10-20-04   
|        |  |                                                                                                                                                                                                                        |  |          | 
|3.2     |  | Amendment to Articles of Incorporation                                                                                                                                                                                 |  |          |  | SB-2                      |  | 3.2     |  | 01-05-06   
|        |  |                                                                                                                                                                                                                        |  |          | 
|3.3     |  | Second Amendment to Articles of Incorporation                                                                                                                                                                          |  |          |  | S-8                       |  | 4.3     |  | 08-17-09   
|        |  |                                                                                                                                                                                                                        |  |          | 
|3.4     |  | Amended and Restated Bylaws, dated October 18, 2012                                                                                                                                                                    |  |          |  | 8-K                       |  | 3.1     |  | 10-19-12   
|        |  |                                                                                                                                                                                                                        |  |          | 
|4.1     |  | Form of Common Stock Certificate (Commission File Number 000-24452)                                                                                                                                                    |  |          |  | 8-K/A                     |  | 4.1     |  | 11-01-04   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.1    |  | 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   |  | 06-01-06   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.2    |  | Option Agreement, dated February 28, 2007, between the Company and Seaventures, Ltd.                                                                                                                                   |  |          |  | 8-K                       |  | 99.2    |  | 03-02-07   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.3    |  | Purchase and Sale Agreement, dated February 28, 2007, between the Company and Seaventures, Ltd.                                                                                                                        |  |          |  | 8-K                       |  | 99.1    |  | 03-02-07   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.4    |  | 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    |  | 10-30-07   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.5    |  | License Agreement, dated March 13, 2008, between the Company and Sports Immortals, Inc.                                                                                                                                |  |          |  | 10-K                      |  | 10.23   |  | 05-07-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.6    |  | Lease Agreement, dated March 12, 2008, between the Company and Ramparts, Inc.                                                                                                                                          |  |          |  | 10-K                      |  | 10.24   |  | 05-07-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.7    |  | 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    |  | 12-04-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.8    |  | 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    |  | 12-04-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.9    |  | Indemnification Agreement, dated December 17, 2008, between the Company and Douglas Banker                                                                                                                             |  |          |  | 8-K                       |  | 99.1    |  | 12-19-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.10   |  | Indemnification Agreement, dated December 17, 2008, between the Company and N. Nick Cretan                                                                                                                             |  |          |  | 8-K                       |  | 99.2    |  | 12-19-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.11   |  | Indemnification Agreement, dated December 17, 2008, between the Company and Alan Reed                                                                                                                                  |  |          |  | 8-K                       |  | 99.3    |  | 12-19-08   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.12   |  | Asset Purchase Agreement, dated December 29, 2008, between Premier Merchandising, LLC and Dreamer Media, LLC                                                                                                           |  |          |  | 8-K                       |  | 99.1    |  | 01-05-09   
|        |  |                                                                                                                                                                                                                        |  |          | 
|10.13   |  | Promissory Note, dated December 29, 2008, between Dreamer Media, LLC, as maker, and Premier Merchandising, LLC, as payee                                                                                               |  |          |  | 8-K                       |  | 99.2    |  | 01-05-09   



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|        |  |                                                                                                                                                                                                                      |  |          |  |                           |  |         |  |            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------------------------- |  | ------- |  | -----------
|Exhibit |  |                                                                                                                                                                                                                      |  | Filed    |  | Incorporated by Reference
|No.     |  | Exhibit Description                                                                                                                                                                                                  |  | Herewith |  | Form                      |  | Exhibit |  | Filing Date
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.14#  |  | Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of Stock Option Agreement (Commission File Number 000-24452)                                                                                               |  |          |  | 8-K                       |  | 10.1    |  | 10-20-04   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.15#  |  | Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of Stock Option Agreement (Commission File Number 000-24452)                                                                                               |  |          |  | 8-K                       |  | 10.2    |  | 10-20-04   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.16#  |  | Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option Plan                                                                                                                                                |  |          |  | Proxy                     |  | App. A  |  | 06-28-06   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.17#  |  | Employment Agreement, effective as of January 28, 2009, between the Company and Christopher J. Davino                                                                                                                |  |          |  | 8-K                       |  | 10.1    |  | 04-24-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.18#  |  | Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan                                                                                                                                            |  |          |  | 8-K                       |  | 10.1    |  | 04-29-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.19#  |  | 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    |  | 04-29-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.20   |  | 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  |  | 05-27-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.21   |  | Convertible Note Purchase Agreement, dated May 6, 2009, by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                               |  |          |  | 8-K                       |  | 10.1    |  | 05-13-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.22   |  | Letter Agreement dated May 6, 2009, by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                                                   |  |          |  | 8-K                       |  | 10.2    |  | 05-13-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.23   |  | Form of Convertible Note issued by Premier Exhibitions, Inc. to Sellers Capital Master Fund, Ltd.                                                                                                                    |  |          |  | 8-K                       |  | 10.3    |  | 05-13-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.24   |  | Form of Warrant issued by Premier Exhibitions, Inc. to Sellers Capital Master Fund, Ltd.                                                                                                                             |  |          |  | 8-K                       |  | 10.4    |  | 05-13-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.25   |  | Form of Registration Rights Agreement by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                                                 |  |          |  | 8-K                       |  | 10.4    |  | 05-13-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.26#  |  | Consulting Agreement, dated February 2, 2009, by and among Premier Exhibitions, Inc., Foxdale Management, LLC and Samuel S. Weiser                                                                                   |  |          |  | 10-Q                      |  | 10.6    |  | 07-10-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.27#  |  | Premier Exhibitions, Inc. 2009 Equity Incentive Plan                                                                                                                                                                 |  |          |  | S-8                       |  | 10.1    |  | 08-17-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.28#  |  | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Nonqualified Stock Option Agreement                                                                                                                     |  |          |  | S-8                       |  | 10.2    |  | 08-17-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.29#  |  | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted Shares Agreement                                                                                                                             |  |          |  | S-8                       |  | 10.3    |  | 08-17-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.30#  |  | Employment Agreement, dated September 3, 2009, by and between the Company and Christopher J. Davino                                                                                                                  |  |          |  | 8-K                       |  | 10.1    |  | 09-08-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.31#  |  | Nonqualified Stock Option Agreement, dated September 3, 2009, by and between the Company and Christopher J. Davino                                                                                                   |  |          |  | 8-K                       |  | 10.2    |  | 09-08-09   
|        |  |                                                                                                                                                                                                                      |  |          | 
|10.32#  |  | Letter Agreement, entered into as of September 25, 2009, by and between the Company and S2BN Entertainment Corporation                                                                                               |  |          |  | 8-K                       |  | 10.1    |  | 10-01-09   



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|        |  |                                                                                                                                                           |  |          |  |                           |  |         |  |            
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------------------------- |  | ------- |  | -----------
|Exhibit |  |                                                                                                                                                           |  | Filed    |  | Incorporated by Reference
|No.     |  | Exhibit Description                                                                                                                                       |  | Herewith |  | Form                      |  | Exhibit |  | Filing Date
|        |  |                                                                                                                                                           |  |          | 
|10.33#  |  | Employment Agreement, dated June 2009, by and between the Company and John A. Stone                                                                       |  |          |  | 10-Q                      |  | 10.6    |  | 10.13.09   
|        |  |                                                                                                                                                           |  |          | 
|10.34#  |  | Restricted Shares Agreement, dated August 6, 2009, by and between the Company and John A. Stone                                                           |  |          |  | 10-Q                      |  | 10.7    |  | 10-13-09   
|        |  |                                                                                                                                                           |  |          | 
|10.35#  |  | Consulting Agreement, dated October 8, 2009, by and between the Company and Douglas Banker                                                                |  |          |  | 10-Q                      |  | 10.8    |  | 10-13-09   
|        |  |                                                                                                                                                           |  |          | 
|10.36#  |  | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Non-Employee Director Restricted Stock Unit Grant Notice                                     |  |          |  | 10-K                      |  | 10.46   |  | 05-14-10   
|        |  |                                                                                                                                                           |  |          | 
|10.37#  |  | Employment Agreement, dated May 11, 2010, by and between the Company and Kris Hart                                                                        |  |          |  | 8-K                       |  | 10.1    |  | 05-13-10   
|        |  |                                                                                                                                                           |  |          | 
|10.38#  |  | Amended Employment Agreement, dated May 11, 2010, by and between the Company and Robert A. Brandon                                                        |  |          |  | 8-K                       |  | 10.2    |  | 05-13-10   
|        |  |                                                                                                                                                           |  |          | 
|10.39   |  | Optical Services Agreement between RMS Titanic, Inc. and Woods Hole Oceanographic Institution, dated July 30, 2010                                        |  |          |  | 8-K                       |  | 10.1    |  | 08-05-10   
|        |  |                                                                                                                                                           |  |          | 
|10.40   |  | Charter Agreement between RMS Titanic, Inc. and Hays Ships Limited, dated August 19, 2010                                                                 |  |          |  | 8-K                       |  | 10.1    |  | 08-25-10   
|        |  |                                                                                                                                                           |  |          | 
|10.41#  |  | Premier Exhibitions, Inc. Annual Incentive Plan                                                                                                           |  |          |  | 8-K                       |  | 10.1    |  | 11-23-10   
|        |  |                                                                                                                                                           |  |          | 
|10.42#  |  | Separation and Release Agreement, dated January 19, 2011, by and between Premier Exhibitions, Inc. and John A. Stone                                      |  |          |  | 8-K                       |  | 10.1    |  | 01-25-11   
|        |  |                                                                                                                                                           |  |          | 
|10.43   |  | Purchase Agreement dated October 31, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC                                    |  |          |  | 8-K                       |  | 10.1    |  | 05-24-11   
|        |  |                                                                                                                                                           |  |          | 
|10.44   |  | Registration Rights Agreement dated October 31, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC                         |  |          |  | 8-K                       |  | 10.2    |  | 05-24-11   
|        |  |                                                                                                                                                           |  |          | 
|10.45   |  | Form of Common Stock Purchase Warrant, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC                                        |  |          |  | 8-K                       |  | 10.3    |  | 05-24-11   
|        |  |                                                                                                                                                           |  |          | 
|10.46   |  | Industrial Lease Agreement, Dated October 12, 2011, by and between Premier Exhibitions, Inc. and Selig Enterprises, Inc.                                  |  |          |  | 10-Q/A                    |  | 10.1    |  | 12-09-11   
|        |  |                                                                                                                                                           |  |          | 
|10.47   |  | Consignment Agreement between Premier Exhibitions, Inc., RMS Titanic, Inc. and Guernseys, a Division of Barlan Enterprises, Ltd., dated December 20 2011 |  |          |  | 8-K                       |  | 10.1    |  | 12-23-11   
|        |  |                                                                                                                                                           |  |          | 
|10.48#  |  | Employment Agreement, effective June 27, 2011, by and between the Company and Michael J. Little                                                           |  |          |  | 8-K                       |  | 10.1    |  | 06-23-11   
|        |  |                                                                                                                                                           |  |          | 
|10.49#  |  | Form of Nonqualified Stock Option Agreement between the Company and Michael J. Little                                                                     |  |          |  | 8-K                       |  | 10.2    |  | 06-23-11   
|        |  |                                                                                                                                                           |  |          | 
|10.50#  |  | Employment Agreement, dated February 14, 2012, by and between the Company and Robert Brandon                                                              |  |          |  | 8-K                       |  | 10.1    |  | 02-17-12   
|        |  |                                                                                                                                                           |  |          | 
|10.51#  |  | Employment Agreement, effective June 29, 2012, by and between the Company and Samuel S. Weiser                                                            |  |          |  | 8-K                       |  | 10.1    |  | 07-03-12   



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|        |  |                                                                                                                                                                                                     |  |          |   |  |                           |  |       |         |  |  |             |  |  |  |          | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | - |  | ------------------------- |  | ----- | ------- |  |  | ----------- |  |  |  | -------- | 
|Exhibit |  |                                                                                                                                                                                                     |  | Filed    |   |  | Incorporated by Reference | 
|No.     |  | Exhibit Description                                                                                                                                                                                 |  | Herewith |   |  | Form                      |  |       | Exhibit |  |  | Filing Date | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.52#  |  | Stock Appreciation Rights Agreement, by and between the Company and Samuel S. Weiser, dated June 29, 2012                                                                                           |  |          |   |  |                           |  | 8-K   |         |  |  | 10.2        |  |  |  | 07-03-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.53#  |  | Restricted Stock Unit Agreement, by and between the Company and Samuel S. Weiser, dated June 29, 2012                                                                                               |  |          |   |  |                           |  | 8-K   |         |  |  | 10.3        |  |  |  | 07-03-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.54#  |  | Employment Agreement, effective June 25, 2012, by and between the Arts and Exhibitions International, LLC and John Norman                                                                           |  |          |   |  |                           |  | 8-K   |         |  |  | 10.4        |  |  |  | 07-03-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.55#  |  | Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as amended                                                                                                                                    |  |          |   |  |                           |  | 14A   |         |  |  | 14A         |  |  |  | 06-28-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.56#  |  | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Nonqualified Stock Option Agreement                                                                                                    |  |          |   |  |                           |  | 10-Q  |         |  |  | 10.2        |  |  |  | 10-15-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.57#  |  | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted Shares Agreement                                                                                                            |  |          |   |  |                           |  | 10-Q  |         |  |  | 10.3        |  |  |  | 10-15-12 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.58#  |  | Form of 2012 Non-Employee Director Restricted Stock Unit Award Agreement Under the 2009 Premier Exhibitions, Inc. Equity Incentive Plan, as amended                                                 |  |          |   |  |                           |  | 10-Q  |         |  |  | 10.1        |  |  |  | 01-10-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.59   |  | First Modification Agreement of Exhibition Tour Agreement Ex 2006A between Premier Exhibitions, Inc. and Dalian Hoffen Biotechnique Co. Ltd. dated February 21, 2013                                |  |          |   |  |                           |  | 8-K   |         |  |  | 10.1        |  |  |  | 02-27-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|10.60   |  | Second Modification Agreement of Exhibition Tour Agreement Ex 2006B between Premier Exhibitions, Inc. and Dalian Hoffen Biotechnique Co. Ltd. dated February 21, 2013                               |  |          |   |  |                           |  | 8-K   |         |  |  | 10.2        |  |  |  | 02-27-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|14.1    |  | Premier Exhibitions, Inc. Code of Ethics                                                                                                                                                            |  |          |   |  |                           |  | 10-K  |         |  |  | 14.1        |  |  |  | 05-14-10 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|21.1    |  | Subsidiaries of the Company                                                                                                                                                                         |  |          | X |  |                           |  |       |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                     |  |          |  
|23.1    |  | Consent of Cherry Bekaert LLP                                                                                                                                                                       |  |          | X |  |                           |  |       |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                     |  |          |  
|31.1    |  | Certification of President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                   |  |          | X |  |                           |  |       |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                     |  |          |  
|31.2    |  | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                 |  |          | X |  |                           |  |       |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                     |  |          |  
|32.1    |  | Certification of President and Chief Executive Officer, and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                      |  |          | X |  |                           |  |       |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                     |  |          |  
|99.1    |  | Audited carve-out financial statements of Arts and Exhibition, International as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010 and the accompanying notes thereto |  |          |   |  |                           |  | 8-K/A |         |  |  | 99.1        |  |  |  | 05-23-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|99.2    |  | Unaudited proforma condensed combined financial statements as of February 29, 2012 and for the year ended February 29, 2012 and the accompanying Notes thereto                                      |  |          |   |  |                           |  | 8-K/A |         |  |  | 99.2        |  |  |  | 05-23-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|101.INS |  | XBRL Instance Document                                                                                                                                                                              |  |          |   |  |                           |  | 10-K  |         |  |  | 101         |  |  |  | 05-29-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|101.SCH |  | XBRL Taxonomy Extension Schema                                                                                                                                                                      |  |          |   |  |                           |  | 10-K  |         |  |  | 101         |  |  |  | 05-29-13 | 
|        |  |                                                                                                                                                                                                     |  |          |  
|101.CAL |  | XBRL Extension Calculation Linkbase                                                                                                                                                                 |  |          |   |  |                           |  | 10-K  |         |  |  | 101         |  |  |  | 05-29-13 | 



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|        |  |                                               |  |          |  |                           |      |  |         |  |     |             |  |  |          | 
|------- |  | --------------------------------------------- |  | -------- |  | ------------------------- | ---- |  | ------- |  | --- | ----------- |  |  | -------- | 
|Exhibit |  |                                               |  | Filed    |  | Incorporated by Reference |     
|No.     |  | Exhibit Description                           |  | Herewith |  | Form                      |      |  | Exhibit |  |     | Filing Date | 
|        |  |                                               |  |          | 
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase   |  |          |  |                           | 10-K |  |         |  | 101 |             |  |  | 05-29-13 | 
|        |  |                                               |  |          | 
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase        |  |          |  |                           | 10-K |  |         |  | 101 |             |  |  | 05-29-13 | 
|        |  |                                               |  |          | 
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase |  |          |  |                           | 10-K |  |         |  | 101 |             |  |  | 05-29-13 | 



|# | 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.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Schedules to this exhibit omitted pursuant to Item 601 (b)(2) Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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