10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 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 number:  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 Road, NE, Suite 900, Atlanta, GA	30326
(Address of principal executive offices)	(Zip Code)

(404) 842-2600

(Registrant's telephone number, including area code)

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 at least 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 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.  (Check one):

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ]	Smaller reporting company [X]

(Do not check if a smaller reporting company)

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

The number of shares outstanding of the registrant's common stock on January 10, 2014 was 49,041,031.

PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

QUARTERLY PERIOD ENDED NOVEMBER 30, 2013

TABLE OF CONTENTS

Page No.

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 4.	Controls and Procedures.	45
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	46
Item 1A	Risk Factors.	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6.	Exhibits.	47

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Premier Exhibitions, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

	November 30, 2013 (Unaudited)			February 28, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	3,996		$	6,393
Certificates of deposit and other investments		407			407
Accounts receivable, net of allowance for doubtful accounts of $325, respectively		1,573			1,370
Merchandise inventory, net of reserve of $50 and $25, respectively		1,319			1,205
Deferred income taxes		8			8
Income taxes receivable		243			167
Prepaid expenses		2,323			1,177
Other current assets		348			562
Total current assets		10,217			11,289
Artifacts owned, at cost		2,906			2,933
Salvor's lien		1			1
Property and equipment, net of accumulated depreciation of $18,979 and $17,333, respectively		9,990			9,280
Exhibition licenses, net of accumulated amortization of $5,808 and $5,664, respectively		1,890			2,034
Film, gaming and other application assets, net of accumulated amortization of $944 and $475, respectively		2,389			2,858
Other receivables, net of allowance for doubtful accounts of  $819 and $574, respectively		-			34
Goodwill		250			250
Future rights fees, net of accumulated amortization of $329 and $0, respectively		4,051			4,380
Restricted assets		-			3,618
Long-term exhibition costs		138			843
Subrogation rights		250			250
Total Assets	$	32,082		$	37,770
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	4,049		$	4,146
Income taxes payable		-			175
Deferred revenue		2,798			2,363
Current portion of capital lease obligations		40			24
Current portion of notes payable, net of discount of $47 and $362, respectively		124			5,080
Total current liabilities		7,011			11,788
Long-Term liabilities:
Lease abandonment		1,559			1,903
Deferred income taxes		8			8
Long-term portion of capital lease obligations		71			83
Long-term portion of notes payable, net of discount of $222 and $340, respectively		1,358			2,629
Total long-term liabilities		2,996			4,623
Commitment and Contingencies
Shareholders' equity:
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 48,987,206 and 49,072,364 shares, respectively; outstanding 48,985,197 and 49,070,355 shares, respectively		5			5
Additional paid-in capital		53,743			53,807
Accumulated deficit		(34,240	)		(34,916	)
Accumulated other comprehensive loss		(462	)		(471	)
Less treasury stock, at cost; 2,009 shares		(1	)		(1	)
Equity Attributable to Shareholders of Premier Exhibitions, Inc.		19,045			18,424
Equity Attributable to Non-controlling interest		3,030			2,935
Total liabilities and shareholders' equity	$	32,082		$	37,770

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

3

Premier Exhibitions, Inc.

Condensed Consolidated Statements of Comprehensive Income/(Loss)

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013			2012
Revenue:
Exhibition revenue	$	5,003		$	5,453		$	17,822		$	25,024
Merchandise revenue		1,201			2,209			4,766			7,108
Management fee		188			250			563			611
Licensing fee		-			-			-			59
Total revenue		6,392			7,912			23,151			32,802
Cost of revenue:
Exhibition costs		3,565			3,559			9,737			12,206
Cost of merchandise sold		477			863			1,767			2,646
Total cost of revenue (exclusive of depreciation and amortization shown separately below)		4,042			4,422			11,504			14,852
Gross profit		2,350			3,490			11,647			17,950
Operating expenses:
General and administrative		3,234			3,304			9,870			11,476
Depreciation and amortization		1,085			918			3,068			2,649
Gain on note payable fair market value adjustment		(2,414	)		-			(2,414	)		-
Write-off of assets		798			-			798			-
(Gain)/loss on disposal of assets		3			-			(71	)		-
Contract and legal settlements		-			-			(297	)		-
Total operating expenses		2,706			4,222			10,954			14,125
Income/(loss) from operations		(356	)		(732	)		693			3,825
Interest expense		(66	)		(211	)		(303	)		(543	)
Gain on debt modification		-			10			-			81
Other income		71			3			218			20
Income/(loss) before income taxes		(351	)		(930	)		608			3,383
Income tax expense/(benefit)		(163	)		49			(163	)		277
Net income/(loss)		(188	)		(979	)		771			3,106
Less: Net (income)/loss attributable to non-controlling interest		(45	)		149			(95	)		(58	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(233	)	$	(830	)	$	676		$	3,048
Net income/(loss) per share:
Basic income/(loss) per common share	$	0.00		$	(0.02	)	$	0.01		$	0.06
Diluted income/(loss) per common share	$	0.00		$	(0.02	)	$	0.01		$	0.06
Shares used in basic per share calculations		49,234,187			48,029,592			49,284,177			47,988,433
Shares used in diluted per share calculations		49,234,187			48,029,592			49,433,927			49,094,927
Comprehensive income/(loss)	$	(224	)	$	(830	)	$	684		$	3,055

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

4

Premier Exhibitions, Inc.

Condensed Consolidated Statements of Cash Flow

(in thousands)

(unaudited)

	Nine Months Ended November 30,
	2013			2012
Cash flows from operating activities:
Net income	$	771		$	3,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,068			2,649
Lease abandonment		(344	)		(439	)
Gain on note payable fair market value adjustment		(2,414	)		-
Write-off of assets		798			-
Gain on debt modification		-			(81	)
Stock-based compensation		285			649
Allowance for doubtful accounts		245			288
Amortization of debt discount		296			540
Gain on disposal of assets		(71	)		-
Changes in operating assets and liabilities, net of effect of acquisitions:
Increase in accounts receivable		(203	)		(296	)
Increase in merchandise inventory, net of reserve		(114	)		(260	)
Increase in prepaid expenses		(1,514	)		(352	)
(Increase)/decrease in other assets		214			(78	)
(Increase)/decrease in income taxes receivable		(76	)		91
Increase in other receivables		(211	)		(273	)
(Increase)/decrease in long-term development costs		71			(160	)
Decrease in accounts payable and accrued liabilities		(97	)		(364	)
(Decrease)/increase in deferred revenue		435			(164	)
(Decrease)/increase in income taxes payable		(175	)		153
Total adjustments		193			1,903
Net cash provided by operating activities		964			5,009
Cash flows from investing activities:
Purchases of property and equipment		(2,970	)		(545	)
Proceeds from disposal of assets		74			-
Acquisition of assets of Exhibit Merchandising, LLC		-			(125	)
Decrease in artifacts		27			47
Net cash used in investing activities		(2,869	)		(623	)
Cash flows from financing activities:
Proceeds from option and warrant exercises		185			136
Purchases of treasury stock		(534	)		(96	)
Payments on capital lease obligations		(22	)		(2	)
Payments on notes payable		(130	)		(625	)
Net cash used in financing activities		(501	)		(587	)
Effects of exchange rate changes on cash and cash equivalents		9			7
Net increase/(decrease) in cash and cash equivalents		(2,397	)		3,806
Cash and cash equivalents at beginning of period		6,393			2,344
Cash and cash equivalents at end of period	$	3,996		$	6,150
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	330		$	52
Cash paid during the period for taxes	$	88		$	33
Supplemental disclosure of non-cash investing and financing activities:
Unrealized loss on marketable securities	$	1		$	-
Assets purchased with notes payable and equity in Premier Management, LLC	$	-		$	14,451
Purchases of property and equipment under capital leases	$	26		$	115

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

5

PREMIER EXHIBITIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Background and Basis of Presentation

Description of Business

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 purpose of exploring the wreck of the Titanic and its 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 7% of our revenues for the three months ended November 30, 2013 compared with 1% for the three months ended November 30, 2012 resulted from exhibition activities outside the U.S.   Approximately 7% of our revenues for the nine months ended November 30, 2013 compared with 3% for the nine months ended November 30, 2012 resulted from exhibition activities outside the U.S.  Many of our financial arrangements with our international trade partners are based upon the U.S. dollar which limits the Company’s exposure 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

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, as well as all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.

We formed the entity, Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations (exhibition management division). This currently includes the operation and management of our Bodies, Titanic, Real Pirates, and Pompeii 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 through its exhibition management subsidiary.

6

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 which is included in our Exhibition Management segment.

The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Management and Content Management (RMS Titanic”).

Basis of Presentation

When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries.  We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting.  Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of November 30, 2013, our results of operations for the three and nine months ended November 30, 2013 and 2012 and cash flows for the nine months ended November 30, 2013 and 2012.  The data in the consolidated balance sheet as of February 28, 2013 was derived from our audited consolidated balance sheet as of February 28, 2013, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions.  Our operating results for the nine months ended November 30, 2013 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2014 (“fiscal 2014”).

Significant Accounting Policies

For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2013 Annual Report on Form 10-K.  There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2013 Annual Report on Form 10-K.

Operating Leases

We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use.

For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations.

For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations.

Use of Estimates

The preparation of 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 results using those estimates.

7

2.  Income/(Loss) Per Share Data

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.  Since the three month periods ended November 30, 2013 and 2012 resulted in a net loss the impact of dilutive effects of stock options was not added to the weighted average shares.

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013		2012
Numerator:
Net income/(loss) attributable to shareholders (in thousands)	$	(233	)	$	(830	)	$	676	$	3,048
Denominator:
Basic weighted-average shares outstanding		49,234,187			48,029,592			49,284,177		47,988,433
Effect of dilutive stock options and warrants		-			-			149,750		1,106,494
Diluted weighted-average shares outstanding		49,234,187			48,029,592			49,433,927		49,094,927
Net income/(loss) per share:
Basic	$	0.00		$	(0.02	)	$	0.01	$	0.06
Diluted	$	0.00		$	(0.02	)	$	0.01	$	0.06

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.

	Three Months Ended November 30,				Nine Months Ended November 30,
	2013		2012		2013		2012
Warrants		-		6,000		-		6,000
Stock options		911,663		1,145,032		361,663		1,145,032
Total		911,663		1,151,032		361,663		1,151,032

3.  Total Comprehensive Income/(Loss)

The following table provides a summary of total comprehensive income/(loss) for the applicable periods (in thousands):

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013			2012
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(233	)	$	(830	)	$	676		$	3,048
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities		1			-			(1	)		-
Net foreign currency translation gain		8			-			9			7
Total comprehensive income/(loss)	$	(224	)	$	(830	)	$	684		$	3,055

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4.  Assets Related to 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.

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

	November 30, 2013		February 28, 2013
3D film	$	1,817	$	1,817
3D exhibitry		857		857
2D documentary		631		631
Gaming and other application		886		886
Expedition web point of presence		317		317
Total expedition costs capitalized		4,508		4,508
Less:   Accumulated amortization		944		475
Accumulated depreciation		603		421
Expedition costs capitalized, net	$	2,961	$	3,612

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

5.  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 thousand 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.

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.  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.  The final payment of $62 thousand was made to Worldwide in December 2012.

As of November 30, 2013, the short-term portion of the note payable was $0 and the long-term portion was $172 thousand.  The long-term portion currently payable relates to rental and other arrearages payable on behalf of Worldwide.

9

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 primarily attributable to prepaid licenses and expenses paid by Arts and Exhibition International, LLC that were added to the note balance.  The book value of the note was subsequently 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 exhibitions and $1.3 million to discount 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.  During the fiscal second quarter of 2014, a payment of $4.1 million was made to AEG Live, LLC from the restricted accounts held by the Company.  These payments are made from cash accounts managed but not owned by the Company and are required to be paid to AEG Live, LLC based upon the purchase agreement terms.  During the third quarter of fiscal 2014, the Company, using Level 3 inputs based upon Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), updated the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payment to AEG Live, LLC based upon the note agreement.  As a result of this review, the note payable was reduced by $2.4 million to reflect the updated estimated future payments under the note agreement.  This amount is included in the condensed consolidated statement of comprehensive income/loss as a gain on note payable fair market value adjustment.   In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees are not impaired as of November 30, 2013.  As of November 30, 2013, the balance sheet reflects the short-term portion of the note payable at $124 thousand and the long-term portion at $1.2 million, including accrued interest.

6.   Capital Stock and Stock-Based Compensation

On June 17, 2013, the Company announced that the Board of Directors approved a stock repurchase authorization pursuant to which the Company may repurchase up to 1.5 million shares of outstanding common stock.  The authorization will terminate on the date the full number of authorized shares have been repurchased or when otherwise terminated by the Board of Directors.  The Company may repurchase shares of its common stock on the open market at times and prices considered appropriate by the Board of Directors and management. Repurchasing will take place through brokers and dealers and may be made under a Rule 10b5-1 plan.   As of November 30, 2013, the Company has repurchased 387,307 shares at an average price of $1.31, excluding commissions, pursuant to the terms of this plan.

Our non-employee directors, employees and consultants are eligible to participate in the 2009 Equity Incentive Plan, as Amended, 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.

On July 13, 2013, the Company’s Chief Executive Officer and President received 150,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, pursuant to the terms of employment agreement.  These options will vest in equal annual amounts of 50,000 and are exercisable at $1.78 per share.

On July 13, 2013, the Company’s Chief Financial Officer and Chief Operating Officer received 100,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended pursuant to the terms of employment agreement.  These options will vest in equal annual amounts of 33,333 and are exercisable at $1.78 per share.

The grant price of the stock options is $1.78, with a fair market value at the date of grant of $0.92. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.05%, a volatility rate of 68.22%, an annual dividend rate of 0%, an expected term of 4 years which is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The stock options have an expiration date of July 13, 2018.

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On October 11, 2013, the President of Arts and Exhibitions International, LLC and Premier Exhibitions Management, LLC received 41,716 restricted stock units pursuant to the Company’s 2009 Equity Incentive Plan, as Amended, that immediately vested.  These shares were granted in partial payment of a bonus earned pursuant to the President’s employment agreement.  He surrendered 13,537 shares of stock worth approximately $19 thousand to satisfy his tax obligations with respect to the vesting of the restricted stock units issued. These shares were given and surrendered at an average price of $1.37 per share based upon the closing date on the day of vesting.

7.  Non-controlling Interest

Arts and Exhibitions International, LLC

As part of its acquisition of AEI the Company granted a 10% interest in Premier Exhibition Management LLC (“PEM”) to AEG Live valued at $3.0 million at transaction date.  The Company used Level 3 inputs based upon 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 three and nine months ended November 30, 2013, the net income related to the non-controlling interest in PEM was $45 thousand and $95 thousand, respectively.  During the three and nine months ended November 30, 2012, the net income (loss) related to the non-controlling interest in PEM was $(149) thousand and $58 thousand, respectively.

8.  Legal Proceedings and Contingencies

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 of the assets would be subject to the same conditions applicable to RMST and the purchase subject to court approval; 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 $225 thousand, including interest income.

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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.

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.  The proposed legislation has not passed and for now the legislation process has stalled.

Other Litigation

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 determinable 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 made 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 sued for unspecified damages. The court recently ruled that it lacked personal jurisdiction over Kingsmen Creatives, LTD and Kingsmen Exhibits PTE, LTD and dismissed the case.  The Company has filed an appeal of this dismissal, which is pending.

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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 determinable at this time.

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 $215 thousand has been received and the remainder of which is subject to collection.  As of November 30, 2013 a receivable of $118 thousand net of allowance for doubtful accounts of $118 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 have been included in the first quarter of fiscal 2014 condensed consolidated statement of operations.

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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.  The expense related to this settlement was recorded in the fourth quarter of fiscal 2013.

Revenue Examinations

As of November 30, 2013, the Internal Revenue Service (“IRS”) 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 (29), 2013, 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.

9.  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.

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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.

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 29, 2012 the Company sold 275,000 shares for $634,675 and issued 158,632 commitment shares under this agreement.  No shares have been issued or sold since that time.

10.   Asset Purchase Agreement and Related Matters

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.  Our license to exhibit “King Tut II” and “Cleopatra expired during fiscal 2013.  In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce.  These proposed future exhibitions will continue to be the property of the Company after the maturity of the note.  The Company will operate any such additional properties under its exhibition management subsidiary.

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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 which $550,000 was recognized in fiscal year 2013 and $110,000 in fiscal year 2012, and, 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 payments.

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.  However, the intangible assets related to intellectual property acquired as part of the transaction will remain the property of the Company.

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.   During the third quarter of fiscal 2014 the Promissory Note was reduced based upon updated cash flow projections.  See Note 5 for further discussions regarding this adjustment.

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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 liabilities 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

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.”

11.   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), Dialog in the Dark and Pompeii 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 $461 thousand and $93 thousand for the three months ended November 30, 2013 and 2012, respectively and $1.7 million and $1.1 million for the nine months ended November 30, 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 $334 thousand and $1.5 million reported for the RMS Titanic segment for the three months and nine months ended November 30, 2013, respectively and $425 thousand and $1.9 million for the three months and nine months ended November 30, 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 condensed consolidated statements of operations for the three and nine months ended November 30, 2013 and 2012 by segment (in thousands):

	Three Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	6,392		$	334		$	(334	)	$	6,392
Cost of revenue (exclusive of depreciation and amortization)		4,376			-			(334	)		4,042
Gross profit		2,016			334			-			2,350
Operating expenses:
General and administrative		2,958			276			-			3,234
Depreciation and amortization		1,085			-			-			1,085
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Loss on disposal of property and equipment		3			-			-			3
Total Operating expenses		1,764			942			-			2,706
Income/(loss) from operations		252			(608	)		-			(356	)
Other income		5			-			-			5
Income/(loss) before income tax		257			(608	)		-			(351	)
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		365			(553	)		-			(188	)
Less: Net income attributable to non-controlling interest		(45	)		-			-			(45	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	320		$	(553	)	$	-		$	(233	)

	Three Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	7,912		$	425	$	(425	)	$	7,912
Cost of revenue (exclusive of depreciation and amortization)		4,847			-		(425	)		4,422
Gross profit		3,065			425		-			3,490
Operating expenses:
General and administrative		3,146			158		-			3,304
Depreciation and amortization		892			26		-			918
Total Operating expenses		4,038			184		-			4,222
Income/(loss) from operations		(973	)		241		-			(732	)
Other expense		(198	)		-		-			(198	)
Income/(loss) before income tax		(1,171	)		241		-			(930	)
Income tax expense		15			34		-			49
Net income/(loss)		(1,186	)		207		-			(979	)
Less: Net loss attributable to non-controlling interest		149			-		-			149
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,037	)	$	207	$	-		$	(830	)

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	Nine Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	23,151		$	1,460		$	(1,460	)	$	23,151
Cost of revenue (exclusive of depreciation and amortization)		12,964			-			(1,460	)		11,504
Gross profit		10,187			1,460			-			11,647
Operating expenses:
General and administrative		8,988			882			-			9,870
Depreciation and amortization		3,015			53			-			3,068
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Gain on disposal of property and equipment		(71	)		-			-			(71	)
Contract and legal settlements		(297	)		-			-			(297	)
Total Operating expenses		9,353			1,601			-			10,954
Income/(loss) from operations		834			(141	)		-			693
Other expense		(85	)		-			-			(85	)
Income/(loss) before income tax		749			(141	)		-			608
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		857			(86	)		-			771
Less: Net income attributable to non-controlling interest		(95	)		-			-			(95	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	762		$	(86	)	$	-		$	676

	Nine Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	32,802		$	1,922	$	(1,922	)	$	32,802
Cost of revenue (exclusive of depreciation and amortization)		16,774			-		(1,922	)		14,852
Gross profit		16,028			1,922		-			17,950
Operating expenses:
General and administrative		10,654			822		-			11,476
Depreciation and amortization		2,570			79		-			2,649
Total Operating expenses		13,224			901		-			14,125
Income from operations		2,804			1,021		-			3,825
Other expense		(442	)		-		-			(442	)
Income before income tax		2,362			1,021		-			3,383
Income tax expense		200			77		-			277
Net income		2,162			944		-			3,106
Less: Net income attributable to non-controlling interest		(58	)		-		-			(58	)
Net income attributable to the shareholders of Premier Exhibitions, Inc.	$	2,104		$	944	$	-		$	3,048

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The assets in the Exhibition Management segment include exhibitry, leasehold improvements, venue license agreements, and other assets necessary for operation of the Company’s exhibitions and its merchandising division.  The RMS Titanic segment contains all of the Titanic assets (other than the Orlando “Titanic: The Experience” exhibition and certain Titanic exhibition venue license agreements entered into by PEM), 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
	November 30, 2013		February 28, 2013
Exhibition Management	$	25,359	$	28,926
RMS Titanic		6,463		7,088
Corporate and unallocated		260		1,756
Total assets	$	32,082	$	37,770

Expenditures for additions to long-lived assets by segment for the nine months ended November 30, 2013 and 2012, respectively are reflected in the table below (in thousands):

	Nine Months Ended November 30,
	2013		2012
Exhibition Management	$	2,970	$	392
RMS Titanic		-		153
Total capital expenditures	$	2,970	$	545

12.  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.

During the third fiscal quarter of 2014, the Company expensed previously capitalized amounts paid in relation to the consignment agreement as it determined that it is unlikely that a transaction will be closed during the timeframe and with a party that would result in a commission payable to Guernsey’s auction house.

Prepaid fees related to the auction and professional fees related to the sale to the Consortium totaled $666 thousand and were written-off in the 3rd quarter of fiscal 2014.  This write-off is included in the condensed consolidated statements of comprehensive income/loss as write-off of assets.

13.  RMS Titanic Sale

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 in the Hampton Roads region of Southeastern Virginia. The letter of intent was confidential, and was subject to the parties negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter of intent was 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.On October 9, 2013 the Company’s Board terminated the non-binding letter of intent with the Consortium as this group failed to secure sufficient financing.

The Company’s Board has authorized management 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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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

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 and governmental regulation.  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.

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.  The condensed consolidated financial statements include the accounts of Premier, its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions.

You are urged to read the risk factors described in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013 (“fiscal 2013”), as filed with the Securities and Exchange Commission.  Except as required by law, we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available.  The following discussion should be read in conjunction with the unaudited condensed financial statements and notes appearing elsewhere herein and our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.

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, www.bodiesrevealed.com, www.bodiestheexhibition.com, www.rmstitanic.net, www.thetitanicstore.com, and www.titanictheexperience.com. Information on Premier’s websites is not part of this report.

Corporate Structure and Management

 On June 12, 2013, the Company entered into an amendment to the employment agreement between the Company and Samuel S. Weiser, the Company’s Chief Executive Officer and President.  Pursuant to the amendment the Company granted Mr. Weiser an option to purchase 150,000 shares of common stock under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, to vest one-third on each of the first three anniversaries of the date of grant.  These options were granted on July 13, 2013.  In addition, Mr. Weiser will be eligible for a bonus of up to 50% of his base salary under the Premier Exhibitions, Inc. Annual Incentive Plan, consistent with other executives of the Company.  The amendment also amends the severance provision in Mr. Weiser’s employment agreement from six months of base salary to twelve months of base salary and provides for a cost of living increase to base salary beginning in fiscal 2014.

Also on June 12, 2013, the Company entered into an amendment to the employment agreement between the Company and Michael Little, the Company’s Chief Financial Officer and Chief Operating Officer.  Pursuant to the amendment, the Company will pay Mr. Little a salary of $280,000 per year, increased from $250,000 per year.  The Company also granted Mr. Little an option to purchase 100,000 shares of common stock under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, to vest one-third on each of the first three anniversaries of the date of grant.  These options were granted on July 13, 2013.    

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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, as well as all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.

The exhibition management division includes our exhibition operations and merchandising operations.  We formed the entity, Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations.  This currently includes the operation and management of our Bodies, Titanic (pursuant to an intercompany agreement with RMST) and Real Pirates 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 through 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 Management and Content Management (RMS Titanic).

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As of November 30, 2013, our portfolio of touring exhibitions contains the following:

	Stationary		Touring		Total
"Bodies…The Exhibition" and "Bodies Revealed"		3		4		7
"Titanic: The Artifact Exhibition" and "Titanic: The Experience		4		5		9
"Real Pirates"		-		1		1
"One Day in Pompeii"		-		1		1
Exhibitions under management:
"Real Pirates"		-		1		1
Total Exhibitions		7		12		19

Our touring exhibitions usually span four to six months.  As of November 30, 2013, our stationary exhibitions, which are longer-term exhibitions, are located in Las Vegas, Nevada, Orlando, Florida, Buena Park, California and Atlanta, Georgia.  Previously the Company had an additional stationary exhibition in New York, New York which was closed 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.

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 ½ 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 November 30, 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 November 30, 2013, we had the ability to present 7 concurrent human anatomy exhibitions.

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.   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.  In July 2013, the Company reached a termination and settlement agreement with the licensor and will no longer present this exhibition.

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 South Street Seaport

The Company’s Bodies and Dialog in the Dark exhibitions at The South Street Seaport in New York City “Seaport” were closed at the end of October 2012 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.   Following Hurricane Sandy, municipal authorities ordered that the building not be reopened to the public until the landlord made 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 March 2013 through November 2013, the Company received no revenue at the Seaport.  The revenue earned at the Seaport for the three and nine months ended November 30, 2012 was approximately $0.6 million and $4.1 million, respectively.  The Company will not be resuming operations at the Seaport.  The Company is in active discussions to secure a long-term lease alternative space in New York City.

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 entered into a mediation regarding the coverage decision.  In December 2013, the carrier settled the property claim for $43 thousand.  The amount of potential recovery for the business interruption claims is uncertain at this time, and the Company has not recorded a receivable for insurance proceeds.

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 the third quarter of fiscal 2014, 9 separate Titanic exhibitions were presented at 13 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.  Through this acquisition, the Company now has a presence in the large Orlando tourist market.

The Company has supplemented the acquired exhibitry 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 is expected to 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 third quarter of fiscal 2014, 5 separate Bodies exhibitions were presented at 7 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.

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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.

“Pompeii: One Day in Pompeii”

During the third fiscal quarter of 2014, the Company, in partnership with the Italian Superintendence for Archaeological Heritage of Naples and Pompeii (SANP), developed a new exhibition on the story of Pompeii that features over 150 authentic artifacts on loan from the Naples National Archaeological Museum through June 2015.

The exhibition offers visitors a rare look at some of the most valuable artifacts recovered from the debris of the city of Pompeii, many of which will be making their North American debut. The Pompeii exhibition will have a limited three-city tour and started at The Franklin Institute in Philadelphia on November 9, 2013. The exhibition will then be presented at the California Science Center in Los Angeles and the Pacific Science Center in Seattle.  The opportunity to present this exhibition was acquired as part of the AEG Live, LLC transaction.

“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 attended the exhibition.  We obtained the right to manage this exhibition as part of the AEG Live, LLC transaction.  This exhibition was closed in January 2013 and the artifacts were returned to Egypt.

“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. We obtained the right to manage this exhibition as part of the AEG Live, LLC transaction.  This exhibition was closed in January 2013 and the artifacts were returned to Egypt.

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“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. 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 cannons 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.

We obtained the right to manage this exhibition as part of the AEG Live, LLC transaction.  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.  As of November 30, 2013 we had the ability to present 2 concurrent Pirates exhibitions, one of which is under management.

“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. We obtained the right to manage this exhibition as part of the AEG Live, LLC transaction.  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 attempting 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 2 new projects in development.  The Company has an option agreement in place, to develop an exhibition featuring characters from the Ice Age movie franchise licensed from 20th Century Fox.  The Company also has a development agreement in place for an exhibition featuring cases of the Federal Bureau of Investigations.

Other Exhibitions

“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. In July 2013, the Company reached a termination and settlement agreement with the licensor and will no longer present this exhibition.

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 Footnote 4 of the financial statements.

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.

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.

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

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 ASC 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.

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.

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, including increasing our “self-run” retail model, 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.

28

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 regularly tour outside the United States of America (“U.S.”).  Our exhibitions regularly tour outside the United States of America (“U.S.”).  Approximately 7% of our revenues for the three months ended November 30, 2013 compared with 1% for the three months ended November 30, 2012 resulted from exhibition activities outside the U.S.   Approximately 7% of our revenues for the nine months ended November 30, 2013 compared with 3% for the nine months ended November 30, 2012 resulted from exhibition activities outside the U.S.   Many of our financial arrangements with our international trade partners are based upon the U.S. dollar which limits the Company’s exposure to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which our exhibitions are touring.

Results of Operations

The Quarter Ended November 30, 2013 Compared to the Quarter Ended November 30, 2012

An analysis of our condensed consolidated statements of operations for the three months ended November 30, 2013 and 2012, with percent changes, follows:

	Analysis of Condensed Consolidated Statements of Operations
								Percent Change
		November 30, 2013			November 30, 2012			2013  vs.  2012
	(In thousands except percentages and per share data)
Revenue		$	6,392		$	7,912			(19.2	) %
Cost of revenue (exclusive of depreciation and amortization)			4,042			4,422			(8.6	) %
Gross profit			2,350			3,490			(32.7	) %
Gross profit as a percent of revenue			36.8	%		44.1	%
Operating expenses			2,706			4,222			(35.9	) %
Loss from operations			(356	)		(732	)		51.4	%
Other income/(expense)			5			(198	)		102.5	%
Loss before income taxes			(351	)		(930	)		62.3	%
Income tax expense/(benefit)			(163	)		49			432.7	%
Effective tax rate			46.4	%		-5.3	%
Net loss			(188	)		(979	)		80.8	%
Less: Net (income)/loss attributable to non-controlling interest			(45	)		149			130.2	%
Net loss attributable to the shareholders of Premier Exhibitions, Inc.		$	(233	)	$	(830	)		71.9	%
Net loss per share:
Basic and diluted loss per share		$	0.00		$	(0.02	)

29

Revenue.  During the quarter ended November 30, 2013, total revenue decreased by $1.5 million, or 19.2% to $6.4 million compared to the same period last year, as reflected in the following table.

	Revenue (in thousands)
	Three Months Ended November 30
	2013		2012
Exhibition Revenue
Admissions revenue	$	4,274	$	4,876
Non-refundable license fees		729		577
Total Exhibition revenue		5,003		5,453
Merchandise revenue		1,201		2,209
Management fee		188		250
Total Revenue	$	6,392	$	7,912
Key Non-financial Measurements
Total number of exhibitions presented		23		26
Semi-permanent exhibitions presented		7		7
Partner exhibitions presented		10		18
Exhibitions rented to promoters or museums		6		1
Total operating days for semi-permanent, partner and rented exhibitions		1,170		1,246
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		304		497
Average attendance per day for semi-permanent and partner presented exhibitions		298		399
Average ticket price for semi-permanent and partner presented exhibitions	$	16.08	$	16.00
Average retail per attendee for semi-permanent and partner presented exhibitions	$	3.25	$	3.54
Semi permanent exhibitions:
Total operating days		635		546
Total attendance (in 000's)		200		178
Average attendance per day		315		327
Average ticket price	$	19.26	$	22.99
Average retail per attendee	$	3.23	$	3.54

These key non- financial measurements do not include the exhibitions under management.

Historical Statistics	Three Months Ended
	November 30, 2013		August 31, 2013		May 31, 2013		February 28, 2013		November 30, 2012
Total number of exhibitions presented		23		16		19		16		26
Semi-permanent exhibitions presented		7		7		5		5		7
Partnered exhibitions presented		10		7		12		10		18
Exhibitions rented to promoters or museums		6		2		2		1		1
Total operating days for semi-permanent, partner and rented exhibitions		1,170		1,298		1,122		1,150		1,246
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		304		388		546		459		497
Average attendance per day for semi-permanent and partnered exhibitions presented		298		347		510		399		399
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.08	$	15.21	$	13.62	$	14.62	$	16.00
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	3.25	$	3.33	$	3.67	$	3.03	$	3.54
Semi-permanent exhibitions:
Total operating days		635		522		460		448		546
Total attendance (in 000's)		200		194		172		135		178
Average attendance per day		315		372		374		302		327
Average ticket price	$	19.26	$	21.42	$	21.90	$	22.53	$	22.99
Average retail per attendee	$	3.23	$	3.86	$	3.75	$	3.61	$	3.54

These key non-financial measurements do not include the exhibitions under management

Exhibition revenue decreased by $450 thousand to $5.0 million. During the third quarter of fiscal 2014 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 $600 thousand.  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 decrease in attendance from 497 thousand in the third quarter of fiscal 2013 to 304 thousand in the third quarter of fiscal 2014. We attribute this decrease in attendance to the closing of The South Street Seaport in New York City, smaller markets booked in the current fiscal year, and the increase in exhibitions rented to promoters and museums.  Exhibitions rented to promoters and museums attendance do not transmit their attendance to us thus it is not included in our attendance numbers.   Revenue from self-run exhibitions was 70.5% of total revenue in the third quarter of fiscal 2014, compared to 58.1% of revenue for the third quarter of fiscal 2013.  These comparisons exclude the exhibitions under management.

Merchandise revenue decreased $1.0 million to $1.2 million for the three months ended November 30, 2013.  Merchandise revenue decreased due to a decrease in attendance at our venues and the closure of “Tutankhamun and the Golden Age of the Pharaohs” and “Cleopatra: The Exhibition” exhibitions in January of 2013.

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Cost of revenue. During the three months ended November 30, 2013, total cost of revenue decreased by $380 thousand, or 8.6%, to $4.0 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, 2013			November 30, 2012			2013 vs. 2012
Exhibition costs
Production	$	142		$	198			(28.3	) %
Operating Expenses		2,219			2,485			(10.7	) %
Marketing		1,204			876			37.4	%
		3,565			3,559			0.2	%
Exhibition expense as percent of exhibition revenue		71.3	%		65.3	%
Cost of merchandise		477			863			(44.7	) %
Cost of merchandise as percent of merchandise revenue		39.7	%		39.1	%
Total	$	4,042		$	4,422			(8.6	) %
Cost of revenue as a percent of total revenue		63.2	%		55.9	%

Our exhibition costs of $3.6 million for the three months ended November 30, 2013 increased by 0.2%, or $6 thousand, compared to the same period last year due primarily to an increase in marketing expenses, resulting mainly from one venue in which we were responsible for marketing costs, only partially offset by a decrease in operating expense mainly due to the closure of the South Street Seaport location due to Hurricane Sandy.

Cost of merchandise as a percent of merchandise revenue increased from 39.1% in the third quarter of fiscal 2013 to 39.7% in the third quarter of fiscal 2014.

 Gross profit.  During the three months ended November 30, 2013, our total gross profit decreased by $1.1 million as we generated a gross profit of $2.4 million compared to $3.5 million for the same period last year.  Our gross profit decreased primarily due to the decrease in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses decreased by $70 thousand to $3.2 million for the three months ended November 30, 2013 compared to the same period last year.  The decrease is primarily due to a decrease salaries and wages and stock compensation expenses that was largely offset by an increase in professional fees.

Depreciation and amortization expenses increased by $167 thousand due primarily to the new assets that are being depreciated related to our Buena Park venue and Pompeii exhibition.

We recognized a gain on note payable fair market value adjustment during the third fiscal quarter of 2014, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payments to AEG Live, LLC based upon the note agreement.  Based upon our calculation the note payable was reduced by $2.4 million to reflect the fair value of the note payable, which resulted in this corresponding gain.

During the three months ended November 30, 2013, we wrote-off assets of $798 thousand.  This write-off represented assets related to the termination of the non-binding letter of intent for the sale of the Titanic assets and long-term development costs related to an exhibition that was under development but terminated by the Company.

Loss from operations.  We realized loss from operations of $0.4 million in the third quarter of fiscal 2014 as compared to a loss from operations of $0.7 million for the third quarter of fiscal 2013.

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Other income/(expense).  We recognized interest expense of $66 thousand on our notes payable during the third quarter of fiscal 2014 as compared to $211 thousand in the third quarter of fiscal 2013.

Income tax expense/(benefit). We recorded an income tax benefit of $163 thousand for the three months ended November 30, 2013 as compared to income tax expense of $49 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.   The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax. The Company has prior operating losses that are being carried forward and mostly offset current taxable income.

Net income/(loss) attributable to non-controlling interest. This represents the income or loss AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC.

Net loss attributable to shareholders of Premier Exhibitions, Inc.  We realized a net loss of $233 thousand for the three months ended November 30, 2013 as compared to $830 thousand for the same period last year.

The Quarter Ended November 30, 2013 Compared to the Quarter Ended November 30, 2012 – Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the three months ended November 30, 2013 and 2012, with percent changes, follows:

	Three Months Ended November 30,						% Change
	2013			2012
	(In thousands except percentages)
Revenue	$	6,392		$	7,912			(19.2	) %
Cost of revenue (exclusive of depreciation and amortization)		4,376			4,847			(9.7	) %
Gross profit		2,016			3,065			(34.2	) %
Gross profit as a percent of revenue		31.5	%		38.7	%
Total Operating expenses		1,764			4,038			(56.3	) %
Income/(loss) from operations		252			(973	)		(125.9	) %
Other income/(expense)		5			(198	)		(102.5	) %
Income(loss) before income tax		257			(1,171	)		121.9	%
Income tax expense/(benefit)		(108	)		15			820.0	%
Effective tax rate		-42.0	%		-1.3	%
Net income/(loss)		365			(1,186	)		130.8	%
Less: Net (income)/loss attributable to non-controlling interest		(45	)		149			130.2	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	320		$	(1,037	)		130.9	%

32

Revenue.  During the quarter ended November 30, 2013, total revenue decreased by $1.5 million, or 19.2% to $6.4 million compared to the same period last year, as reflected in the following table.

	Revenue (in thousands)
	Three Months Ended November 30
	2013		2012
Exhibition Revenue
Admissions revenue	$	4,274	$	4,876
Non-refundable license fees		729		577
Total Exhibition revenue		5,003		5,453
Merchandise revenue		1,201		2,209
Management fee		188		250
Total Revenue	$	6,392	$	7,912
Key Non-financial Measurements
Total number of exhibitions presented		23		26
Semi-permanent exhibitions presented		7		7
Partner exhibitions presented		10		18
Exhibitions rented to promoters or museums		6		1
Total operating days for semi-permanent, partner and rented exhibitions		1,170		1,246
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		304		497
Average attendance per day for semi-permanent and partner presented exhibitions		298		399
Average ticket price for semi-permanent and partner presented exhibitions	$	16.08	$	16.00
Average retail per attendee for semi-permanent and partner presented exhibitions	$	3.25	$	3.54
Semi permanent exhibitions:
Total operating days		635		546
Total attendance (in 000's)		200		178
Average attendance per day		315		327
Average ticket price	$	19.26	$	22.99
Average retail per attendee	$	3.23	$	3.54

These key non- financial measurements do not include the exhibitions under management.

Historical Statistics	Three Months Ended
	November 30, 2013		August 31, 2013		May 31, 2013		February 28, 2013		November 30, 2012
Total number of exhibitions presented		23		16		19		16		26
Semi-permanent exhibitions presented		7		7		5		5		7
Partnered exhibitions presented		10		7		12		10		18
Exhibitions rented to promoters or museums		6		2		2		1		1
Total operating days for semi-permanent, partner and rented exhibitions		1,170		1,298		1,122		1,150		1,246
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		304		388		546		459		497
Average attendance per day for semi-permanent and partnered exhibitions presented		298		347		510		399		399
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.08	$	15.21	$	13.62	$	14.62	$	16.00
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	3.25	$	3.33	$	3.67	$	3.03	$	3.54
Semi-permanent exhibitions:
Total operating days		635		522		460		448		546
Total attendance (in 000's)		200		194		172		135		178
Average attendance per day		315		372		374		302		327
Average ticket price	$	19.26	$	21.42	$	21.90	$	22.53	$	22.99
Average retail per attendee	$	3.23	$	3.86	$	3.75	$	3.61	$	3.54

These key non-financial measurements do not include the exhibitions under management

Exhibition revenue decreased by $450 thousand to $5.0 million.   During the third quarter of fiscal 2014 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 $600 thousand.  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 decrease in attendance from 497 thousand in the third quarter of fiscal 2013 to 304 thousand in the third quarter of fiscal 2014. We attribute this decrease in attendance to the closing of The South Street Seaport in New York City, smaller markets booked in the current fiscal year, and the increase in exhibitions rented to promoters and museums.  Exhibitions rented to promoters and museums attendance do not transmit their attendance to us thus it is not included in our attendance numbers.   Revenue from self-run exhibitions was 70.5% of total revenue in the third quarter of fiscal 2014, compared to 58.1% of revenue for the third quarter of fiscal 2013.  These comparisons exclude the exhibitions under management.

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Merchandise revenue decreased $1.0 million to $1.2 million for the three months ended November 30, 2013.  Merchandise revenue decreased due to a decrease in attendance at our venues and the closure of “Tutankhamun and the Golden Age of the Pharaohs” and “Cleopatra: The Exhibition” exhibitions in January of 2013.

Cost of revenue. During the three months ended November 30, 2013, total cost of revenue decreased by $471 thousand, or 9.7%, 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, 2013			November 30, 2012			2013 vs. 2012
Exhibition costs
Production	$	142		$	198			(28.3	) %
Operating Expenses		2,553			2,910			(12.3	) %
Marketing		1,204			876			37.4	%
		3,899			3,984			(2.1	) %
Exhibition expense as percent of exhibition revenue		77.9	%		73.1	%
Cost of merchandise		477			863			(44.7	) %
Cost of merchandise as percent of merchandise revenue		39.7	%		39.1	%
Total	$	4,376		$	4,847			(9.7	) %
Cost of revenue as a percent of total revenue		68.5	%		61.3	%

Our exhibition costs of $3.9 million for the three months ended November 30, 2013 decreased by 2.1%, or $85 thousand, compared to the same period last year as the increase in marketing expense, resulting mainly from one venue in which we were responsible for marketing costs, was largely offset by a decrease in operating expenses because of the closure of the South Street Seaport location due to Hurricane Sandy.

Cost of merchandise as a percent of merchandise revenue increased from 39.1% in the third quarter of fiscal 2013 to 39.7% in the third quarter of fiscal 2014.

 Gross profit.  During the three months ended November 30, 2013, our total gross profit decreased by $1.0 million as we generated a gross profit of $2.0 million compared to $3.0 million for the same period last year.  Our gross profit decreased primarily due to the decrease in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses decreased by $188 thousand to $3.0 million for the three months ended November 30, 2013 compared to the same period last year.  The decrease is primarily due to a decrease salaries and wages and stock compensation expenses that was largely offset by an increase in professional fees.

Depreciation and amortization expenses increased by $193 thousand due primarily to the new assets that are being depreciated related to our Buena Park venue and Pompeii exhibition.

We recognized a gain on note payable fair market value adjustment during the third fiscal quarter of 2014, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payments to AEG Live, LLC based upon the note agreement.  Based upon our calculation the note payable was reduced by $2.4 million to reflect the fair value of the note payable, which resulted in this corresponding gain.

During the three months ended November 30, 2013, we wrote-off assets of $132 thousand.  This write-off represents assets long-term development costs related to an exhibition that was under development but terminated by the Company.

Income/(loss) from operations.  We realized income from operations of $0.3 million in the third quarter of fiscal 2014 as compared to a loss from operations of $1.0 million for the third quarter of fiscal 2013.

34

Other Income (expense). We recognized interest expense of $66 thousand on our notes payable during the third quarter of fiscal 2014 as compared to $211 thousand in the third quarter of fiscal 2013.

Income tax expense/(benefit). We recorded an income tax benefit for the three months ended November 30, 2013 of $108 thousand as compared to income tax expense of $15 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.   The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax. The Company has prior operating losses that are being carried forward and mostly offset current taxable income.

Net (income)/loss attributable to non-controlling interest. This represents the income or loss AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc.  We realized net income of $320 thousand for the three months ended November 30, 2013 as compared to a net loss of $1.0 million for the same period last year.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the three months ended November 30, 2013 and 2012 with percent changes follows:

	Three Months Ended November 30,						% Change
	2013			2012
	(In thousands except percentages)
Revenue	$	334		$	425			(21.4	) %
Cost of revenue (exclusive of depreciation and amortization)		-			-			N/A	%
Gross profit		334			425			(21.4	) %
Gross profit as a percent of revenue		100.0	%		100.0	%
Operating expenses		942			184			412.0	%
Income/(loss) before tax		(608	)		241
Income tax expense/(benefit)		(55	)		34			261.8	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(553	)	$	207			(367.1	) %

Revenue. During the three months ended November 30, 2013, total revenue decreased by $91 thousand, or 21.4%, to $334 thousand compared to the same period in the prior year due to the decrease in revenues from Titanic exhibitions and the decrease 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 net revenues decreased to $3.3 million from $4.3 million, royalty revenue decreased accordingly.

Gross Profit.Gross profit decreased based on the 21.4% decrease in revenue discussed above.

Operating Expenses.Operating expenses for the three months ended November 30, 2013 increased  412.0% from the same period in the prior year mainly due to the write-off of $666 thousand in fees previously included in prepaid assets related to the termination of the non-binding letter of intent related for the sale of the Titanic assets.

Income tax expense/(benefit). We recorded an income tax benefit for the three months ended November 30, 2013 of $55 thousand as compared to income tax expense of $34 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.  The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax and state income taxes.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc. We realized a netloss for the three months ended November 30, 2013 of $553 thousand compared to net income of $207 thousand for the same period in the prior year based on the items discussed above.

35

 The Nine Months Ended November 30, 2013 Compared to the Nine Months Ended November 30, 2012

An analysis of our condensed consolidated statements of operations for the nine months ended November 30, 2013 and 2012, with percent changes, follows:

	Analysis of Condensed Consolidated Statements of Operations
								Percent Change
		November 30, 2013			November 30, 2012			2013  vs.  2012
	(In thousands except percentages and per share data)
Revenue		$	23,151		$	32,802			(29.4	) %
Cost of revenue (exclusive of depreciation and amortization)			11,504			14,852			(22.5	) %
Gross profit			11,647			17,950			(35.1	) %
Gross profit as a percent of revenue			50.3	%		54.7	%
Operating expenses			10,954			14,125			(22.4	) %
Income from operations			693			3,825			(81.9	) %
Other expense			(85	)		(442	)		(80.8	) %
Income before income tax			608			3,383			(82.0	) %
Income tax expense/(benefit)			(163	)		277			158.8	%
Effective tax rate			-26.8	%		8.2	%
Net income			771			3,106			(75.2	) %
Less: Net income attributable to non-controlling interest			(95	)		(58	)		63.8	%
Net income attributable to the shareholders of Premier Exhibitions, Inc.		$	676		$	3,048			(77.8	) %
Net income per share:
Basic income per share		$	0.01		$	0.06
Diluted net income per share		$	0.01		$	0.06

Revenue.  During the nine months ended November 30, 2013, total revenue decreased by $9.7 million, or 29.4% to $23.2 million compared to the same period last year, as reflected in the following table.[Missing Graphic Reference]

	Revenue (in thousands)
	Nine Months Ended November 30
	2013		2012
Exhibition Revenue
Admissions revenue	$	15,103	$	21,657
Non-refundable license fees		2,719		3,367
Total Exhibition revenue		17,822		25,024
Merchandise revenue		4,766		7,108
Management fee		563		611
Licensing fee		-		59
Total Revenue	$	23,151	$	32,802
Key Non-financial Measurements
Total number of exhibitions presented		31		32
Semi-permanent exhibitions presented		7		8
Partner exhibitions presented		17		21
Exhibitions rented to promoters or museums		7		3
Total operating days for semi-permanent, partner and rented exhibitions		3,590		4,205
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		1,237		2,245
Average attendance per day for semi-permanent and partner presented exhibitions		386		534
Average ticket price for semi-permanent and partner presented exhibitions	$	14.72	$	14.93
Average retail per attendee for semi-permanent and partner presented exhibitions	$	3.38	$	3.25
Semi permanent exhibitions:
Total operating days		1,617		1,760
Total attendance (in 000's)		566		808
Average attendance per day		350		459
Average ticket price	$	20.80	$	22.10
Average retail per attendee	$	3.61	$	3.24

These key non- financial measurements do not include the exhibitions under management.

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Exhibition revenue decreased by $7.2 million to $17.8 million mainly driven by an decrease in attendance at the Company’s exhibits.  During the first nine months of fiscal 2014 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 $4.1 million.  We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

With 31 exhibits presented, the Company experienced a corresponding decrease in attendance from 2.2 million in the first nine months of fiscal 2013 to 1.2 million in the first nine months of 2014. We attribute this decrease in attendance to the closing of The South Street Seaport in New York City, smaller markets booked in the current fiscal year, last year’s 100th anniversary of Titanic and the increase in exhibitions rented to promoters and museums.  Exhibitions rented to promoters and museums attendance do not transmit their attendance to us thus it is not included in our attendance numbers.  Revenue from self-run exhibitions was 59.5% of total revenue in the first nine months of fiscal 2014, compared to 60.6% of revenue for the first nine months of fiscal 2013. These comparisons exclude the exhibitions under management.

Merchandise revenue decreased $2.3 million to $4.8 million for the nine months ended November 30, 2013.  Merchandise revenue decreased due to a decrease in attendance at our venues and the closure of “Tutankhamun and the Golden Age of the Pharaohs” and “Cleopatra: The Exhibition” exhibitions in January of 2013.

Cost of revenue. During the nine months ended November 30, 2013, total cost of revenue decreased by $3.3 million, or 22.5%, to $11.5 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
	November 30, 2013			November 30, 2012			2013 vs. 2012
Exhibition costs
Production	$	404		$	542			(25.5	) %
Operating Expenses		6,033			7,442			(18.9	) %
Marketing		3,300			4,222			(21.8	) %
		9,737			12,206			(20.2	) %
Exhibition expense as percent of exhibition revenue		54.6	%		48.8	%
Cost of merchandise		1,767			2,646			(33.2	) %
Cost of merchandise as percent of merchandise revenue		37.1	%		37.2	%
Total	$	11,504		$	14,852			(22.5	) %
Cost of revenue as a percent of total revenue		49.7	%		45.3	%

Our exhibition costs of $9.7 million for the nine months ended November 30, 2013 decreased by 20.2%, or $2.5 million, compared to the same period last year due mainly to a decrease in marketing expense.  In addition, operating expenses decreased because of the closure of the South Street Seaport location due to Hurricane Sandy.

Cost of merchandise as a percent of merchandise revenue decreased from 37.2% in the nine months ended November 30, 2012 to 37.1% in the nine months ended November 30, 2013.

 Gross profit.  During the nine months ended November 30, 2013, our total gross profit decreased by $6.3 million as we generated a gross profit of  $11.6 million compared to $18.0 million for the same period last year.  Our gross profit decreased primarily due to the decrease in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses decreased by $1.6 million to $9.9 million for the nine months ended November 30, 2013 compared to the same period last year.  The decrease relates mainly to a decrease in salaries and wages, stock compensation and professional fees.

37

Depreciation and amortization expenses increased by $419 thousand from the 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 partially offset by lower depreciation expense as many fixed assets are now fully depreciated.   Depreciation expense is expected to increase in the future due to the fixed assets purchased related to our recently opened Buena Park venue and Pompeii exhibition.

We recognized a gain on note payable fair market value adjustment during the nine months ended November 30, 2013, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payments to AEG Live, LLC based upon the note agreement.  Based upon our calculation the note payable was reduced by $2.4 million to reflect the fair value of the note payable, which resulted in this corresponding gain.

During the nine months ended November 30, 2013, we wrote-off assets of $798 thousand.  This write-off represented assets related to the termination of the non-binding letter of intent for the sale of the Titanic assets and long-term development costs related to an exhibition that was under development but terminated by the Company.

Gain on disposal of assets.  During the first nine months of fiscal 2014, we sold certain property and equipment that was no longer used and received insurance proceeds for equipment destroyed by Hurricane Sandy which resulted in a gain of $71 thousand.

 Income from operations.  We realized income from operations of $0.7 million in the first nine months of fiscal 2014 as compared to income from operations of $3.8 million for the first nine months of fiscal 2013.

Other income/(expense). We recognized interest expense of $303 thousand on our notes payable during the nine months ended November 30, 2013 as compared to $543 thousand during the nine months ended November 30, 2012.

Income tax expense/(benefit). We recorded an income tax benefit for the nine months ended November 30, 2013 of $163 thousand as compared to income tax expense of $277 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.  The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax and state income taxes.

Net income attributable to non-controlling interest. This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC.

Net income attributable to shareholders of Premier Exhibitions, Inc. We realized net income of $0.7 million for the nine months ended November 30, 2013 as compared to net income of $3.0 million for the same period last year.

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The Nine Months Ended November 30, 2013 Compared to the Nine Months Ended November 30, 2012 – Segment results

Exhibition Management Segment

An analysis of operations for our Exhibition Management segment for the nine months ended November 30, 2013 and 2012, with percent changes, follows:

	Nine Months Ended November 30,						% Change
	2013			2012
	(In thousands except percentages)
Revenue	$	23,151		$	32,802			(29.4	) %
Cost of revenue (exclusive of depreciation and amortization)		12,964			16,774			(22.7	) %
Gross profit		10,187			16,028			(36.4	) %
Gross profit as a percent of revenue		44.0	%		48.9	%
Operating expenses		9,353			13,224			(29.3	) %
Income from operations		834			2,804			(70.3	) %
Other expense		(85	)		(442	)		(80.8	) %
Income before income tax		749			2,362			(68.3	) %
Income tax expense/(benefit)		(108	)		200			154.0	%
Effective tax rate		-14.4	%		8.5	%
Net income		857			2,162			(60.4	) %
Less: Net income attributable to non-controlling interest		(95	)		(58	)		63.8	%
Net income attributable to the shareholders of Premier Exhibitions, Inc.	$	762		$	2,104			(63.8	) %

Revenue.  During the nine months ended November 30, 2013, total revenue decreased by $9.7 million, or 29.4% to $23.2 million compared to the same period last year, as reflected in the following table.

	Revenue (in thousands)
	Nine Months Ended November 30,
	2013		2012
Exhibition Revenue
Admissions revenue	$	15,103	$	21,657
Non-refundable license fees		2,719		3,367
Total Exhibition revenue		17,822		25,024
Merchandise Revenue		4,766		7,108
Management Fee		563		611
Licensing Fee		-		59
Total Revenue	$	23,151	$	32,802
Key Non-financial Measurements
Total number of exhibitions presented		31		32
Semi-permanent exhibitions presented		7		8
Partner exhibitions presented		17		21
Exhibitions rented to promoters or museums		7		3
Total operating days for semi-permanent, partner and rented exhibitions		3,590		4,205
Total attendance for semi-permanent and partner presented exhibitions  (in 000's)		1,237		2,245
Average attendance per day for semi-permanent and partner presented exhibitions		386		534
Average ticket price for semi-permanent and partner presented exhibitions	$	14.72	$	14.93
Average retail per attendee for semi-permanent and partner presented exhibitions	$	3.38	$	3.25
Semi permanent exhibitions:
Total operating days		1,617		1,760
Total attendance (in 000's)		566		808
Average attendance per day		350		459
Average ticket price	$	20.80	$	22.10
Average retail per attendee	$	3.61	$	3.24

These key non- financial measurements do not include the exhibitions under management.

Exhibition revenue decreased by $7.2 million to $17.8 million mainly driven by an decrease in attendance at the Company’s exhibits.  During the first nine months of fiscal 2014 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 $4.1 million.  We do not recognize exhibition revenue for the four AEI exhibitions but instead receive a management fee for managing these properties.

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With 31 exhibits presented, the Company experienced a corresponding decrease in attendance from 2.2 million in the first nine months of fiscal 2013 to 1.2 million in the first nine months of 2014. We attribute this decrease in attendance to the closing of The South Street Seaport in New York City, smaller markets booked in the current fiscal year, last year’s 100th anniversary of Titanic and the increase in exhibitions rented to promoters and museums.  Exhibitions rented to promoters and museums attendance do not transmit their attendance to us thus it is not included in our attendance numbers.  Revenue from self-run exhibitions was 59.5% of total revenue in the first nine months of fiscal 2014, compared to 60.6% of revenue for the first nine months of fiscal 2013. These comparisons exclude the exhibitions under management.

Merchandise revenue decreased $2.3 million to $4.8 million for the nine months ended November 30, 2013.  Merchandise revenue decreased due to a decrease in attendance at our venues and the closure of “Tutankhamun and the Golden Age of the Pharaohs” and “Cleopatra: The Exhibition” exhibitions in January of 2013.

Cost of revenue. During the nine months ended November 30, 2013, total cost of revenue decreased by $3.8 million, or 22.7%, to $ 13.0 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
	November 30, 2013			November 30, 2012			2013 vs. 2012
Exhibition costs
Production	$	404		$	542			(25.5	) %
Operating Expenses		7,493			9,364			(20.0	) %
Marketing		3,300			4,222			(21.8	) %
		11,197			14,128			(20.7	) %
Exhibition expense as percent of exhibition revenue		62.8	%		56.5	%
Cost of merchandise		1,767			2,646			(33.2	) %
Cost of merchandise as percent of merchandise revenue		37.1	%		37.2	%
Total	$	12,964		$	16,774			(22.7	) %
Cost of revenue as a percent of total revenue		56.0	%		51.1	%

Our exhibition costs of $11.2 million for the nine months ended November 30, 2013 decreased by 20.7%, or $2.9 million, compared to the same period last year due mainly to a decrease in marketing expense and a decrease in operating expenses  because of the closure of the South Street Seaport location due to Hurricane Sandy.   In addition, royalty expense decreased by $462 thousand.  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 net revenues decreased to $14.6 million from $19.2 million, royalty expense decreased accordingly.

Cost of merchandise as a percent of merchandise revenue decreased from 37.2% in the nine months ended November 30, 2012 to 37.1% in the nine months ended November 30, 2013.

 Gross profit.  During the nine months ended November 30, 2013, our total gross profit decreased by $5.8 million as we generated a gross profit of  $10.2 million compared to $16.0 million for the same period last year.  Our gross profit decreased primarily due to the decrease in exhibition and merchandise revenue as outlined above.

Operating expenses. Our general and administrative expenses decreased by $1.7 million to $9.0 million for the nine months ended November 30, 2013 compared to the same period last year.  The decrease relates mainly to a decrease in salaries and wages, stock compensation and professional fees.

40

Depreciation and amortization expenses increased by $419 thousand from the 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 partially offset by lower depreciation expense as many fixed assets are now fully depreciated.   Depreciation expense is expected to increase in the future due to the fixed assets purchased related to our recently opened Buena Park venue and Pompeii exhibition.

We recognized a gain on note payable fair market value adjustment during the nine months ended November 30, 2013, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payments to AEG Live, LLC based upon the note agreement.  Based upon our calculation the note payable was reduced by $2.4 million to reflect the fair value of the note payable, which resulted in this corresponding gain.

During the nine months ended November 30, 2013, we wrote-off assets of $132 thousand.  This write-off represents assets long-term development costs related to an exhibition that was under development but terminated by the Company.

Gain on disposal of assets.  During the first nine months of fiscal 2014, we sold certain property and equipment that was no longer used and received insurance proceeds for equipment destroyed by Hurricane Sandy which resulted in a gain of $71 thousand.

 Income from operations.  We realized income from operations of $0.8 million in the first nine months of fiscal 2014 as compared to income from operations of $2.8 million for the first nine months of fiscal 2013.

Other income/(expense). We recognized interest expense of $303 thousand on our notes payable during the nine months ended November 30, 2013 as compared to $543 thousand during the nine months ended November 30, 2012.

Income tax expense/(benefit). We recorded an income tax benefit for the nine months ended November 30, 2013 of $108 thousand as compared to income tax expense of $200 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.  The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax and state income taxes.

Net income attributable to non-controlling interest. This represents the income AEG Live, LLC earned on its 10% interest in Premier Exhibition Management LLC.

Net income attributable to shareholders of Premier Exhibitions, Inc. We realized net income of $0.8 million for the nine months ended November 30, 2013 as compared to net income of $2.1 million for the same period last year.

RMS Titanic Segment

An analysis of operations for our RMS Titanic segment for the nine months ended November 30, 2013 and 2012 with percent changes follows:

	Nine Months Ended November 30,						% Change
	2013			2012
	(In thousands except percentages)
Revenue	$	1,460		$	1,922			(24.0	) %
Cost of revenue (exclusive of depreciation and amortization)		-			-			N/A	%
Gross profit		1,460			1,922			(24.0	) %
Gross profit as a percent of revenue		100.0	%		100.0	%
Operating expenses		1,601			901			77.7	%
Income/(loss) before tax		(141	)		1,021
Income tax expense/(benefit)		(55	)		77			171.4	%
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(86	)	$	944			(109.1	) %

41

Revenue. During the nine months ended November 30, 2013, total revenue decreased by $462 thousand, or 24%, to $1.5 million compared to the same period in the prior year due to the decrease in revenues from Titanic exhibitions and the decrease 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 net revenues decreased to $14.6 million from $19.2 million, royalty revenue decreased accordingly.

Gross Profit.Gross profit decreased based on the 24.0% decrease in revenue discussed above.

Operating Expenses.Operating expenses for the nine months ended November 30, 2013 increased  77.7% from the same period in the prior year mainly due to the write-off of $666 thousand in fees previously included in prepaid assets related to the termination of the non-binding letter of intent related for the sale of the Titanic assets.

Income tax expense/(benefit). We recorded an income tax benefit for the nine months ended November 30, 2013 of $55 thousand as compared to income tax expense of $77 thousand for the same period in the prior year.  The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.  The fiscal 2013 income tax expense relates primarily to Federal Alternative Minimum Tax and state income taxes.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc. We realized a netloss for the nine months ended November 30, 2013 of $86 thousand compared to net income of $944 thousand for the same period in the prior year based on the items discussed above.

Liquidity and Capital Resources

The following tables reflect selected information about our cash flows during the nine months ended November 30, 2013 and 2012 (in thousands):

Liquidity

Selected cash flow information:
	Nine Months Ended November 30,
	2013			2012
Net cash provided by operating activities	$	964		$	5,009
Net cash used in investing activities		(2,869	)		(623	)
Net cash used in financing activities		(501	)		(587	)
Effects of exchange rate changes on cash and cash equivalents		9			7
Net increase/(decrease) in cash and cash equivalents	$	(2,397	)	$	3,806

Operating Activities

For the nine months ended November 30, 2013, cash provided by operating activities was $1.0 million as compared to $5.0 million in the prior year.  The decrease in cash flow from operating activities is mainly due to a decrease in net income of $2.3 million, which includes a noncash gain on the note payable fair market value adjustment of $2.4 million, and an increase in prepaid expenses of $1.2 million.  These amounts were partially offset by a decrease in deferred revenues of $0.6 million and a noncash write-off of assets of $0.8 million.

Investing Activities

Cash used in investing activities was $2.9 million for the nine months ended November 30, 2013 as compared to $0.6  million in the prior year.  Of the cash used in investing activities the majority was used in the purchase of property and equipment of $3.0 million and $545 thousand for the nine months ended November 30, 2013 and 2012, respectively.  For the nine months ended November 30, 2013, this was partially offset by proceeds from the disposal of assets of $74 thousand.  In the prior year, cash of $125 thousand was used for the acquisition of the assets of Exhibit Merchandising, LLC.

42

Financing Activities

Cash used in financing activities for the nine months ended November 30, 2013 was $501 thousand compared to cash used in financing activities of $587 thousand in the prior year.  Of the cash used in financing activities the majority was used for the purchase of treasury stock of $534 thousand and repayment of notes payable of $130 thousand for the nine months ended November 30, 2013.  This was partially offset by proceeds from the exercise of stock options.  Cash used in financing activities in the prior year relates to the repayment of notes payable of $625 thousand which was partially offset by proceeds related to the exercise of stock options and warrants.

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).

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.

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.

43

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, we sold 275,000 shares to Lincoln Park Capital, LLC at an average price of $2.31, and issued 158,632 shares as commitment shares under the Purchase Agreement.  No shares have been sold or issued since that time.

Capital requirements.  We believe that our expected cash flows from operations together with our existing cash will be sufficient to meet our anticipated cash needs for working capital requirements, debt obligations and capital expenditures for the next 12 months.  If cash generated from operations with our existing cash is insufficient to satisfy our liquidity requirements, we may obtain financing pursuant to the Lincoln Park Capital agreements described above, or we may seek additional financing, which could include the issuance of equity or debt securities.  The sale of equity or convertible debt securities could result in additional dilution to our shareholders.  Additional indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.  We cannot assure that financing will be available in amounts or on terms acceptable to us, or at all.

Contractual Obligations

There have been no material changes to our contractual obligations as disclosed in our Annual Report filed on Form 10-K for our fiscal year ended February 28, 2013 other than the changes noted below.

Eighth Amendment to Lease Agreement

In August 2013, the Company entered into an eighth amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2014. Under this amendment, the square footage leased was increased to 12,874 square feet and the lease term has been extended for an additional forty-one months to May 31, 2017.  Minimum annual rent payments for the remainder of fiscal 2014, and for fiscal 2015, 2016, 2017 and 2018 is $105 thousand, $216 thousand, $332 thousand, $342 thousand and $87 thousand, respectively.

Federal Bureau of Investigation Exhibition

On October 16, 2013, Premier Exhibition Management, LLC (the “Company”), a subsidiary of Premier Exhibitions, Inc., entered into a Joint Production Agreement with TSX Operating Company LLC (“TSX”) to produce an exhibition based on the Federal Bureau of Investigation.    The term of the Agreement is five (5) years from the opening date of the exhibition.  Pursuant to the Joint Production Agreement, the Company and TSX will jointly produce and tour the exhibition.  The production costs of approximately $1.2 million will be funded 80% by the Company and 20% by TSX.  Revenues from the exhibition will be paid 80% to the Company and 20% to TSX until the parties have recouped 110% of the production cost, and 68% to the Company and 32% to TSX thereafter.  In addition, the Company will be paid a management fee of $60,000 per venue where the exhibition is presented.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements.

44

Critical Accounting Policies

There have been no material changes to our critical accounting policies as disclosed in our Annual Report filed on Form 10-K for our fiscal year ended February 28, 2013.

Item 4.  Controls and Procedures.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Information presented in PART I of this FORM 10-Q is incorporated herein by reference.

Item 1.  Legal Proceedings.

There have been no material changes in the legal proceedings discussed in our Annual Report on Form 10-K for the year ended February 28, 2013.

Item 1A. Risk Factors.

For a complete list of our Risk Factors, please refer to our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  During the nine months ended November 30, 2013, there were no material changes to our Risk Factors other than the changes noted below.  You should consider carefully the Risk Factors.  If any of these risks actually occur, our business, financial condition or results of operations would likely suffer.  In that case, the trading price of our common stock could decline, and you may lose all or a part of the money you paid to buy our common stock.

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.

During fiscal 2010, our common stock traded at levels below $1.00 per share. More recently, our stock price has declined and has traded closer to the $1.00 per share mark on some trading days.  Under NASDAQ’s rules, a listed security is in non-compliance with NASDAQ listing rules if it fails to achieve at least a $1.00 closing bid price for a period of 30 consecutive business days. It is possible that we could violate the minimum bid price or other NASDAQ requirements. If our stock is delisted from NASDAQ, interest in and the ability to trade our stock could decline, which could have a negative impact on the market value of our common stock and our ability to raise capital in the future.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

	Issuer Purchase of Equity Securities
Period (1)	Total Number of Shares Purchased		Average Price Paid per Share (2)		Total Number of Shares Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Total Shares that May Yet Be Purchased under Plans or Programs
September 1, 2013 - September 30, 2013		-	$	-		-		1,500,000
October 1, 2013 - October 31, 2013		149,407		1.36		149,407		1,350,593
November 1, 2013 - November 30, 2013		237,900		1.26		237,900		1,112,693
Total		387,307	$	1.31		387,307		1,112,693

(1) Based on trade date.

(2) Excludes commissions.

(3) On July 17, 2013, the Company announced a stock repurchase authorization pursuant to which the Company may repurchase up to1.5 million shares of oustanding common stock.

46

Item 6.  Exhibits.

See Index to Exhibits on page 49 of this Quarterly Report on Form 10-Q.

47

SIGNATURES

Pursuant to the requirements 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.

Dated: January 14, 2014	By: /s/ Samuel S. Weiser Samuel S. Weiser, President and Chief Executive Officer (Principal Executive Officer)
Dated: January 14, 2014	By: /s/ Michael J. Little Michael J. Little, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

48

INDEX TO EXHIBITS

Exhibit		Filed	Incorporated by Reference
No.	Exhibit Description	Herewith	Form	Exhibit	Filing Date
10.1	Joint Production Agreement between Premier Merchadising, LLC and TSX Operating Company dated October 16, 2013		8-K		10/22/2013
10.2#	Form of 2014 Non-Employee Director Restricted Stock Unit Grant Notice Under the Premier Exhibitions, Inc. Equity Incentive Plan		8-K		11/20/2013
31.1	Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer	X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Senior Vice President and Chief Financial Officer	X
32.1	Section 1350 Certifications	X
101.INS	XBRL Instance Document (1)	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X
(1)	Attached as Exhibit 101 to this report are the following Interactive Data Files formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of November 30, 2013 and February 28, 2013; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended November 30, 2013 and 2012; (iii) Condensed Consolidated Statements of Cash Flow for the nine months ended November 30, 2013 and 2012; and (iv) Notes to Condensed Consolidated Financial Statements.
#	Management contract or compensating plan or arrangement.

49

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Samuel S. Weiser, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Premier Exhibitions, Inc.;

2. Based on my knowledge, this report 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 such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 14, 2014

/s/ Samuel S. Weiser

Samuel S. Weiser,

President and Chief Executive

Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Michael J. Little, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Premier Exhibitions, Inc.;

2. Based on my knowledge, this report 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 such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 14, 2014

/s/ Michael J. Little

Michael J. Little,

Chief Financial Officer and Chief Operating

Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Section 1350 Certifications

In connection with the Quarterly Report on Form 10-Q (the “Report”) of Premier Exhibitions, Inc. (the “Company”) for the quarter ended November 30, 2013, Samuel S. Weiser, the Chief Executive Officer, and Michael J. Little, Chief Financial Officer of the Company, each certifies that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 14, 2014	/s/ Samuel S. Weiser Samuel S. Weiser, President and Chief Executive Officer (Principal Executive Officer)
Dated: January 14, 2014	/s/ Michael J. Little Michael J. Little, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Note 11 - Segment Information (Details) - Statements of operations by segment (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Segment Reporting Information [Line Items]
Revenue	$ 6,392	$ 7,912	$ 23,151	$ 32,802
Cost of revenue (exclusive of depreciation and amortization)	4,042	4,422	11,504	14,852
Gross profit	2,350	3,490	11,647	17,950
Operating expenses:
General and administrative	3,234	3,304	9,870	11,476
Depreciation and amortization	1,085	918	3,068	2,649
Gain on note payable fair market value adjustment	(2,414)		(2,414)
Write-off of assets	798		798
Gain/Loss on disposal of property and equipment	3		(71)
Contract and legal settlements			(297)
Total Operating expenses	2,706	4,222	10,954	14,125
Income (loss) from operations	(356)	(732)	693	3,825
Other expense		(198)		(442)
Other income/expense	5		(85)
Income (loss) before income tax	(351)	(930)	608	3,383
Income tax expense/benefits	(163)	49	(163)	277
Net income (loss)	(188)	(979)	771	3,106
Less: Net income/loss attributable to non-controlling interest	(45)	149	(95)	(58)
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc.	(233)	(830)	676	3,048
Exhibition Management [Member]
Segment Reporting Information [Line Items]
Revenue	6,392	7,912	23,151	32,802
Cost of revenue (exclusive of depreciation and amortization)	4,376	4,847	12,964	16,774
Gross profit	2,016	3,065	10,187	16,028
Operating expenses:
General and administrative	2,958	3,146	8,988	10,654
Depreciation and amortization	1,085	892	3,015	2,570
Gain on note payable fair market value adjustment	(2,414)		(2,414)
Write-off of assets	132		132
Gain/Loss on disposal of property and equipment	3		(71)
Contract and legal settlements			(297)
Total Operating expenses	1,764	4,038	9,353	13,224
Income (loss) from operations	252	(973)	834	2,804
Other expense		(198)		(442)
Other income/expense	5		(85)
Income (loss) before income tax	257	(1,171)	749	2,362
Income tax expense/benefits	(108)	15	(108)	200
Net income (loss)	365	(1,186)	857	2,162
Less: Net income/loss attributable to non-controlling interest	(45)	149	(95)	(58)
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc.	320	(1,037)	762	2,104
RMS Titanic [Member]
Segment Reporting Information [Line Items]
Revenue	334	425	1,460	1,922
Gross profit	334	425	1,460	1,922
Operating expenses:
General and administrative	276	158	882	822
Depreciation and amortization		26	53	79
Write-off of assets	666		666
Total Operating expenses	942	184	1,601	901
Income (loss) from operations	(608)	241	(141)	1,021
Income (loss) before income tax	(608)	241	(141)	1,021
Income tax expense/benefits	(55)	34	(55)	77
Net income (loss)	(553)	207	(86)	944
Net income (loss) attributable to the shareholders of Premier Exhibitions, Inc.	(553)	207	(86)	944
Intersubsegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue	(334)	(425)	(1,460)	(1,922)
Cost of revenue (exclusive of depreciation and amortization)	$ (334)	$ (425)	$ (1,460)	$ (1,922)

XML

Note 7 - Non-controlling Interest (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012	Feb. 28, 2013
Note 7 - Non-controlling Interest (Details) [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	10.00%		10.00%
Stockholders' Equity Attributable to Noncontrolling Interest	$ 3,030		$ 3,030		$ 2,935
Net Income (Loss) Attributable to Noncontrolling Interest	45	(149)	95	58
Premier Exhibition Management LLC [Member]
Note 7 - Non-controlling Interest (Details) [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	10.00%		10.00%
Stockholders' Equity Attributable to Noncontrolling Interest	3,000		3,000
Premier Exhibition Management LLC [Member]
Note 7 - Non-controlling Interest (Details) [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest				$ (58)

XML

Note 1 - Background and Basis of Presentation (Details) (USD $) In Thousands, unless otherwise specified	21 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended		0 Months Ended
	Nov. 30, 2013	Nov. 30, 2013 Exhibition Management and RMS Titanic [Member]	Nov. 30, 2012 Revenues [Member] Outside of United States [Member]	Nov. 30, 2013 Outside of United States [Member] Revenues [Member]	Nov. 30, 2013 Outside of United States [Member] Revenues [Member]	Nov. 30, 2012 Outside of United States [Member] Revenues [Member]	Jul. 12, 2012 Exhibit Merchandising, LLC [Member]
Note 1 - Background and Basis of Presentation (Details) [Line Items]
Concentration Risk, Percentage			1.00%	7.00%	7.00%	3.00%
Business Combination, Consideration Transferred (in Dollars)	$ 14,451						$ 125
Number of Operating Segments		2

XML

Note 12 - Consignment agreement (Details) (Write Off Of Assets [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2013
Write Off Of Assets [Member]
Note 12 - Consignment agreement (Details) [Line Items]
Write Off Of Prepaid Fees And Professional Fees	$ 666

XML

Note 10 - Asset Purchase Agreement and Related Matters (Details) - Summary of the allocation of the purchase price (USD $) In Thousands, unless otherwise specified	21 Months Ended
	Nov. 30, 2013	Feb. 28, 2013
Consideration:
Non-recourse note payable	$ 11,433
Non-controlling interest in PEM, LLC	3,030	2,935
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	250
PEM LLC [Member]
Consideration:
Non-controlling interest in PEM, LLC	$ 3,018

XML

Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site

9 Months Ended

Nov. 30, 2013

Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract]

Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Text Block]

4.  Assets Related to 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.

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

	November 30, 2013		February 28, 2013
3D film	$	1,817	$	1,817
3D exhibitry		857		857
2D documentary		631		631
Gaming and other application		886		886
Expedition web point of presence		317		317
Total expedition costs capitalized		4,508		4,508
Less:   Accumulated amortization		944		475
Accumulated depreciation		603		421
Expedition costs capitalized, net	$	2,961	$	3,612

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

XML

Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) (USD $) In Thousands, unless otherwise specified	Nov. 30, 2013	Feb. 28, 2013
Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract]
Capitalized Expedition Costs	$ 4,508	$ 4,508

XML

Note 3 - Total Comprehensive Income (Loss) (Details) - Total comprehensive income for the applicable periods (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Total comprehensive income for the applicable periods [Abstract]
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$ (233)	$ (830)	$ 676	$ 3,048
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities	1		(1)
Net foreign currency translation gain	8		9	7
Total comprehensive income/(loss)	$ (224)	$ (830)	$ 684	$ 3,055

XML

Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site (USD $) In Thousands, unless otherwise specified	Nov. 30, 2013	Feb. 28, 2013
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	$ 4,508	$ 4,508
Less: Accumulated amortization	944	475
Accumulated depreciation	603	421
Expedition costs capitalized, net	2,961	3,612
Three D Film [Member]
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	1,817	1,817
Three D Exhibitry [Member]
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	857	857
Two D Documentary [Member]
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	631	631
Gaming Application [Member]
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	886	886
Expedition Web Point of Presence [Member]
Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Details) - Assets Related to Two Thousand Ten Expedition to Titanic Wreck Site [Line Items]
Capitalized Expedition Cost Related to Specific Assets	$ 317	$ 317

XML

Note 5 - Notes Payable and Capital Lease Obligations (Details) (USD $)	1 Months Ended			3 Months Ended		9 Months Ended						3 Months Ended			1 Months Ended
	Jun. 26, 2012	Jun. 29, 2012	Oct. 17, 2011	Aug. 31, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012	Feb. 28, 2013	Nov. 26, 2012	Apr. 20, 2012	Oct. 17, 2011 Worldwide Licensing and Merchandising Inc [Member]	Aug. 31, 2013 Arts and Exhibitions International LLC [Member]	Nov. 30, 2013 Arts and Exhibitions International LLC [Member]	Apr. 20, 2012 Arts and Exhibitions International LLC [Member]	Dec. 31, 2012 Worldwide Licensing and Merchandising Inc [Member]	Oct. 17, 2011 Worldwide Licensing and Merchandising Inc [Member]	Nov. 30, 2013 Worldwide Licensing and Merchandising Inc [Member]
Note 5 - Notes Payable and Capital Lease Obligations (Details) [Line Items]
Business Acquisition, Date of Acquisition Agreement																Oct. 17, 2011
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets						$ 14,201,000										$ 800,000
Asset Acquisition Repayment Period			2 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities			720,000
Liability Assumed Repayment Period			4 years
Debt Instrument, Interest Rate, Effective Percentage										7.00%	7.60%			7.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			1,377,000
Debt Instrument, Decrease, Forgiveness	12,000	90,000
Accounts Payable, Interest-bearing, Interest Rate		7.60%
Gains (Losses) on Restructuring of Debt	(71,000)				10,000		81,000
Proposed Reduction in Account Receivable Owed Under Asset Purchase Agreement									6,000
Non Operating Income Expense									10,000
Payments to Acquire Businesses, Net of Cash Acquired															62,000
Notes Payable, Current						124,000		5,080,000					124,000				0
Notes Payable, Noncurrent						1,358,000		2,629,000					1,200,000				172,000
Non-Recourse Debt										14,200,000				16,400,000
Debt Instrument Decrease Repayment				2,400,000						3,700,000
Debt Instrument, Unamortized Discount										1,300,000
Repayment of Debt Maturing in More Than Three Months										12,700,000
Debt Instrument, Fair Value Disclosure										11,400,000
Repayments of Notes Payable						$ 130,000	$ 625,000					$ 4,100,000
Fair Value Inputs, Discount Rate				7.00%

XML

Note 3 - Total Comprehensive Income (Loss)

9 Months Ended

Nov. 30, 2013

Disclosure Text Block [Abstract]

Comprehensive Income (Loss) Note [Text Block]

3.  Total Comprehensive Income/(Loss)

The following table provides a summary of total comprehensive income/(loss) for the applicable periods (in thousands):

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013			2012
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(233	)	$	(830	)	$	676		$	3,048
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities		1			-			(1	)		-
Net foreign currency translation gain		8			-			9			7
Total comprehensive income/(loss)	$	(224	)	$	(830	)	$	684		$	3,055

XML

Note 6 - Capital Stock and Stock-Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended		0 Months Ended
	Nov. 30, 2013	Jun. 17, 2013	Jul. 13, 2013 Vested Amount Annually [Member] Chief Executive Officer [Member]	Jul. 13, 2013 Vested Amount Annually [Member] Chief Financial Officer [Member]	Oct. 11, 2013 Restricted Stock Units (RSUs) [Member] President [Member]	Jul. 13, 2013 Chief Executive Officer [Member]	Jul. 13, 2013 Chief Financial Officer [Member]
Note 6 - Capital Stock and Stock-Based Compensation (Details) [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased		1,500,000
Stock Repurchased During Period, Shares	387,307
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share)	$ 1.31
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						150,000	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			50,000	33,333
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)	$ 1.78		$ 1.78				$ 1.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)	$ 0.92
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.05%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	68.22%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized					41,716
Shares Paid for Tax Withholding for Share Based Compensation					13,537
Payments Related to Tax Withholding for Share-based Compensation (in Dollars)					$ 19
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in Dollars per share)					$ 1.37

XML

Note 11 - Segment Information (Details) - Summary of Assets by Segment (USD $) In Thousands, unless otherwise specified	Nov. 30, 2013	Feb. 28, 2013
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items]
Assets	$ 32,082	$ 37,770
Exhibition Management [Member]
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items]
Assets	25,359	28,926
RMS Titanic [Member]
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items]
Assets	6,463	7,088
Corporate and Unallocated [Member]
Note 11 - Segment Information (Details) - Summary of Assets by Segment [Line Items]
Assets	$ 260	$ 1,756

XML

Condensed Consolidated Balance Sheets (Current period unaudited) (USD $) In Thousands, unless otherwise specified	Nov. 30, 2013	Feb. 28, 2013
Current assets:
Cash and cash equivalents	$ 3,996	$ 6,393
Certificates of deposit and other investments	407	407
Accounts receivable, net of allowance for doubtful accounts of $325, respectively	1,573	1,370
Merchandise inventory, net of reserve of $50 and $25, respectively	1,319	1,205
Deferred income taxes	8	8
Income taxes receivable	243	167
Prepaid expenses	2,323	1,177
Other current assets	348	562
Total current assets	10,217	11,289
Artifacts owned, at cost	2,906	2,933
Salvor's lien	1	1
Property and equipment, net of accumulated depreciation of $18,979 and $17,333, respectively	9,990	9,280
Exhibition licenses, net of accumulated amortization of $5,808 and $5,664, respectively	1,890	2,034
Film, gaming and other application assets, net of accumulated amortization of $944 and $475, respectively	2,389	2,858
Other receivables, net of allowance for doubtful accounts of $819 and $574, respectively		34
Goodwill	250	250
Future rights fees, net of accumulated amortization of $329 and $0, respectively	4,051	4,380
Restricted assets		3,618
Long-term exhibition costs	138	843
Subrogation rights	250	250
Total Assets	32,082	37,770
Current liabilities:
Accounts payable and accrued liabilities	4,049	4,146
Income taxes payable		175
Deferred revenue	2,798	2,363
Current portion of capital lease obligations	40	24
Current portion of notes payable, net of discount of $47 and $362, respectively	124	5,080
Total current liabilities	7,011	11,788
Long-Term liabilities:
Lease abandonment	1,559	1,903
Deferred income taxes	8	8
Long-term portion of capital lease obligations	71	83
Long-term portion of notes payable, net of discount of $222 and $340, respectively	1,358	2,629
Total long-term liabilities	2,996	4,623
Shareholders' equity:
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 48,987,206 and 49,072,364 shares, respectively; outstanding 48,985,197 and 49,070,355 shares, respectively	5	5
Additional paid-in capital	53,743	53,807
Accumulated deficit	(34,240)	(34,916)
Accumulated other comprehensive loss	(462)	(471)
Less treasury stock, at cost; 2,009 shares	(1)	(1)
Equity Attributable to Shareholders of Premier Exhibitions, Inc.	19,045	18,424
Equity Attributable to Non-controlling interest	3,030	2,935
Total liabilities and shareholders' equity	$ 32,082	$ 37,770

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Note 1 - Background and Basis of Presentation

9 Months Ended

Nov. 30, 2013

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.  Background and Basis of Presentation

Description of Business

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 purpose of exploring the wreck of the Titanic and its 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 7% of our revenues for the three months ended November 30, 2013 compared with 1% for the three months ended November 30, 2012 resulted from exhibition activities outside the U.S.   Approximately 7% of our revenues for the nine months ended November 30, 2013 compared with 3% for the nine months ended November 30, 2012 resulted from exhibition activities outside the U.S.  Many of our financial arrangements with our international trade partners are based upon the U.S. dollar which limits the Company’s exposure 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

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, as well as all of the intellectual property (data, video, photos, maps, etc.) related to the recovery of the artifacts and scientific study of the ship.

We formed the entity, Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations (exhibition management division). This currently includes the operation and management of our Bodies, Titanic, Real Pirates, and Pompeii 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 through its exhibition management subsidiary.

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 which is included in our Exhibition Management segment.

The restructuring of the Company and changes in its management, reflect that Premier has two operating segments – Exhibition Management and Content Management (RMS Titanic”).

Basis of Presentation

When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries.  We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting.  Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of November 30, 2013, our results of operations for the three and nine months ended November 30, 2013 and 2012 and cash flows for the nine months ended November 30, 2013 and 2012.  The data in the consolidated balance sheet as of February 28, 2013 was derived from our audited consolidated balance sheet as of February 28, 2013, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions.  Our operating results for the nine months ended November 30, 2013 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2014 (“fiscal 2014”).

Significant Accounting Policies

For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2013 Annual Report on Form 10-K.  There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2013 Annual Report on Form 10-K.

Operating Leases

We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use.

For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations.

For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations.

Use of Estimates

The preparation of 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 results using those estimates.

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Note 9 - Purchase and Registration Rights Agreements (Details) (USD $)	1 Months Ended	9 Months Ended
	Oct. 31, 2011	Nov. 30, 2013	Nov. 30, 2012	Feb. 28, 2013	Feb. 29, 2012	May 20, 2011	Oct. 30, 2010
Purchase And Registration Rights Agreements [Abstract]
Purchase of Common Stock	10,000,000
Purchase of Common Stock Time Period	36 months
Sale of Initial Purchase Shares (in Dollars)	$ 1,250,000
Purchase Price Reference Sales Price Period			3
Purchase Price Reference Period			12 days
Common Stock, Shares, Issued		48,987,206		49,072,364		149,165	149,165
Stock Sold under Purchase Agreement Shares					275,000
Stock Sold under Purchase Agreement Value (in Dollars)					$ 634,675
Shares, Issued					158,632
Stock Issued During Period, Shares, New Issues		0

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Note 4 - Assets Related to 2010 Expedition to Titanic Wreck Site (Tables)

9 Months Ended

Nov. 30, 2013

Assets Related To Two Thousand Ten Expedition To Titanic Wreck Site [Abstract]

Summary of Expedition Cost Related to Specific Asset [Table Text Block]

	November 30, 2013		February 28, 2013
3D film	$	1,817	$	1,817
3D exhibitry		857		857
2D documentary		631		631
Gaming and other application		886		886
Expedition web point of presence		317		317
Total expedition costs capitalized		4,508		4,508
Less:   Accumulated amortization		944		475
Accumulated depreciation		603		421
Expedition costs capitalized, net	$	2,961	$	3,612

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Note 10 - Asset Purchase Agreement and Related Matters (Details) (USD $)	9 Months Ended	12 Months Ended
	Nov. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Nov. 30, 2013 Scenario, Forecast [Member]	Nov. 30, 2013 Arts and Exhibitions International LLC [Member]	Feb. 28, 2012 Arts and Exhibitions International LLC [Member]	Jul. 12, 2012 Exhibit Merchandising, LLC [Member]
Note 10 - Asset Purchase Agreement and Related Matters (Details) [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	10.00%
Receivable with Imputed Interest, Face Amount	$ 14,187,000
Business Acquisition, Transaction Costs				660,000	550,000	110,000
Payments for Fees	2,200,000
Net Revenue from Exhibition Bookings	100.00%
Net Revenue from Future Booking	100.00%
Booking Fee	10.00%
Net Revenue from Future Sale	100.00%
Net Revenues from Proposed Exhibitions	20.00%
Percentage Of Gross Revenue		10.00%	5.00%
Business Management Acquisition Fee Current Year			697,000
Business Management Acquisition Fee Year One		750,000
Business Management Acquisition Fee Year Two		500,000
Business Management Acquisition Fee Year Three		250,000
Business Management Acquisition Fee Year Four		250,000
Business Acquisition Additional Revenues	40.00%
Management Fees	10.00%
Booking Fees	10.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	14,201,000						125,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory							25,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets							$ 100,000

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Note 11 - Segment Information (Tables)

9 Months Ended

Nov. 30, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	6,392		$	334		$	(334	)	$	6,392
Cost of revenue (exclusive of depreciation and amortization)		4,376			-			(334	)		4,042
Gross profit		2,016			334			-			2,350
Operating expenses:
General and administrative		2,958			276			-			3,234
Depreciation and amortization		1,085			-			-			1,085
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Loss on disposal of property and equipment		3			-			-			3
Total Operating expenses		1,764			942			-			2,706
Income/(loss) from operations		252			(608	)		-			(356	)
Other income		5			-			-			5
Income/(loss) before income tax		257			(608	)		-			(351	)
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		365			(553	)		-			(188	)
Less: Net income attributable to non-controlling interest		(45	)		-			-			(45	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	320		$	(553	)	$	-		$	(233	)

	Three Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	7,912		$	425	$	(425	)	$	7,912
Cost of revenue (exclusive of depreciation and amortization)		4,847			-		(425	)		4,422
Gross profit		3,065			425		-			3,490
Operating expenses:
General and administrative		3,146			158		-			3,304
Depreciation and amortization		892			26		-			918
Total Operating expenses		4,038			184		-			4,222
Income/(loss) from operations		(973	)		241		-			(732	)
Other expense		(198	)		-		-			(198	)
Income/(loss) before income tax		(1,171	)		241		-			(930	)
Income tax expense		15			34		-			49
Net income/(loss)		(1,186	)		207		-			(979	)
Less: Net loss attributable to non-controlling interest		149			-		-			149
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,037	)	$	207	$	-		$	(830	)

	Nine Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	23,151		$	1,460		$	(1,460	)	$	23,151
Cost of revenue (exclusive of depreciation and amortization)		12,964			-			(1,460	)		11,504
Gross profit		10,187			1,460			-			11,647
Operating expenses:
General and administrative		8,988			882			-			9,870
Depreciation and amortization		3,015			53			-			3,068
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Gain on disposal of property and equipment		(71	)		-			-			(71	)
Contract and legal settlements		(297	)		-			-			(297	)
Total Operating expenses		9,353			1,601			-			10,954
Income/(loss) from operations		834			(141	)		-			693
Other expense		(85	)		-			-			(85	)
Income/(loss) before income tax		749			(141	)		-			608
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		857			(86	)		-			771
Less: Net income attributable to non-controlling interest		(95	)		-			-			(95	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	762		$	(86	)	$	-		$	676

	Nine Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	32,802		$	1,922	$	(1,922	)	$	32,802
Cost of revenue (exclusive of depreciation and amortization)		16,774			-		(1,922	)		14,852
Gross profit		16,028			1,922		-			17,950
Operating expenses:
General and administrative		10,654			822		-			11,476
Depreciation and amortization		2,570			79		-			2,649
Total Operating expenses		13,224			901		-			14,125
Income from operations		2,804			1,021		-			3,825
Other expense		(442	)		-		-			(442	)
Income before income tax		2,362			1,021		-			3,383
Income tax expense		200			77		-			277
Net income		2,162			944		-			3,106
Less: Net income attributable to non-controlling interest		(58	)		-		-			(58	)
Net income attributable to the shareholders of Premier Exhibitions, Inc.	$	2,104		$	944	$	-		$	3,048

Summary of Assets by Segments [Table Text Block]

	As of
	November 30, 2013		February 28, 2013
Exhibition Management	$	25,359	$	28,926
RMS Titanic		6,463		7,088
Corporate and unallocated		260		1,756
Total assets	$	32,082	$	37,770

	Nine Months Ended November 30,
	2013		2012
Exhibition Management	$	2,970	$	392
RMS Titanic		-		153
Total capital expenditures	$	2,970	$	545

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Note 2 - Income (Loss) Per Share Data

9 Months Ended

Nov. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

2.  Income/(Loss) Per Share Data

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.  Since the three month periods ended November 30, 2013 and 2012 resulted in a net loss the impact of dilutive effects of stock options was not added to the weighted average shares.

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013		2012
Numerator:
Net income/(loss) attributable to shareholders (in thousands)	$	(233	)	$	(830	)	$	676	$	3,048
Denominator:
Basic weighted-average shares outstanding		49,234,187			48,029,592			49,284,177		47,988,433
Effect of dilutive stock options and warrants		-			-			149,750		1,106,494
Diluted weighted-average shares outstanding		49,234,187			48,029,592			49,433,927		49,094,927
Net income/(loss) per share:
Basic	$	0.00		$	(0.02	)	$	0.01	$	0.06
Diluted	$	0.00		$	(0.02	)	$	0.01	$	0.06

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.

	Three Months Ended November 30,				Nine Months Ended November 30,
	2013		2012		2013		2012
Warrants		-		6,000		-		6,000
Stock options		911,663		1,145,032		361,663		1,145,032
Total		911,663		1,151,032		361,663		1,151,032

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Condensed Consolidated Balance Sheets (Current period unaudited) (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Nov. 30, 2013	Feb. 28, 2013
Allowance for doubtful accounts	$ 325	$ 325
Merchandise inventory, reserve	50	25
Property and equipment, accumulated depreciation	18,979	17,333
Film, gaming and other application assets, net of accumulated amortization	944	475
Other receivables, net of allowance for doubtful accounts	819	574
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	65,000,000	65,000,000
Common stock, shares issued (in Shares)	48,987,206	49,072,364
Common stock, shares outstanding (in Shares)	48,985,197	49,070,355
Treasury stock, shares (in Shares)	2,009	2,009
Current [Member]
Notes payable, discount	47	362
Non-Current [Member]
Notes payable, discount	222	340
Licensing Agreements [Member]
Accumulated amortization	5,808	5,664
Contractual Rights [Member]
Accumulated amortization	$ 329	$ 0

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Note 12 - Consignment agreement

9 Months Ended

Nov. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

12.  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.

During the third fiscal quarter of 2014, the Company expensed previously capitalized amounts paid in relation to the consignment agreement as it determined that it is unlikely that a transaction will be closed during the timeframe and with a party that would result in a commission payable to Guernsey’s auction house.

Prepaid fees related to the auction and professional fees related to the sale to the Consortium totaled $666 thousand and were written-off in the 3rd quarter of fiscal 2014.  This write-off is included in the condensed consolidated statements of comprehensive income/loss as write-off of assets.

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Document And Entity Information	9 Months Ended
	Nov. 30, 2013	Jan. 10, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	PREMIER EXHIBITIONS, INC.
Document Type	10-Q
Current Fiscal Year End Date	--02-28
Entity Common Stock, Shares Outstanding		49,041,031
Amendment Flag	false
Entity Central Index Key	0000796764
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Nov. 30, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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Note 13 - RMS Titanic Sale

9 Months Ended

Nov. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

13.  RMS Titanic Sale

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 in the Hampton Roads region of Southeastern Virginia. The letter of intent was confidential, and was subject to the parties negotiating binding purchase agreements, obtaining requisite financing commitments and other approvals. The letter of intent was 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. On October 9, 2013 the Company’s Board terminated the non-binding letter of intent with the Consortium as this group failed to secure sufficient financing.

The Company’s Board has authorized management 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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Condensed Consolidated Statements of Comprehensive Income/ (Loss) (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Revenue:
Exhibition revenue	$ 5,003	$ 5,453	$ 17,822	$ 25,024
Merchandise revenue	1,201	2,209	4,766	7,108
Management fee	188	250	563	611
Licensing fee				59
Total revenue	6,392	7,912	23,151	32,802
Cost of revenue:
Exhibition costs	3,565	3,559	9,737	12,206
Cost of merchandise sold	477	863	1,767	2,646
Total cost of revenue (exclusive of depreciation and amortization shown separately below)	4,042	4,422	11,504	14,852
Gross profit	2,350	3,490	11,647	17,950
Operating expenses:
General and administrative	3,234	3,304	9,870	11,476
Depreciation and amortization	1,085	918	3,068	2,649
Gain on note payable fair market value adjustment	(2,414)		(2,414)
Write-off of assets	798		798
(Gain)/loss on disposal of assets	3		(71)
Contract and legal settlements			(297)
Total operating expenses	2,706	4,222	10,954	14,125
Income/(loss) from operations	(356)	(732)	693	3,825
Interest expense	(66)	(211)	(303)	(543)
Gain on debt modification		10		81
Other income	71	3	218	20
Income/(loss) before income taxes	(351)	(930)	608	3,383
Income tax expense/(benefit)	(163)	49	(163)	277
Net income/(loss)	(188)	(979)	771	3,106
Less: Net (income)/loss attributable to non-controlling interest	(45)	149	(95)	(58)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	(233)	(830)	676	3,048
Net income/(loss) per share:
Basic income/(loss) per common share (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ 0.06
Diluted income/(loss) per common share (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ 0.06
Shares used in basic per share calculations (in Shares)	49,234,187	48,029,592	49,284,177	47,988,433
Shares used in diluted per share calculations (in Shares)	49,234,187	48,029,592	49,433,927	49,094,927
Comprehensive income/(loss)	$ (224)	$ (830)	$ 684	$ 3,055

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Note 7 - Non-controlling Interest

9 Months Ended

Nov. 30, 2013

Noncontrolling Interest [Abstract]

Noncontrolling Interest Disclosure [Text Block]

7.  Non-controlling Interest

Arts and Exhibitions International, LLC

As part of its acquisition of AEI the Company granted a 10% interest in Premier Exhibition Management LLC (“PEM”) to AEG Live valued at $3.0 million at transaction date.  The Company used Level 3 inputs based upon 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 three and nine months ended November 30, 2013, the net income related to the non-controlling interest in PEM was $45 thousand and $95 thousand, respectively.  During the three and nine months ended November 30, 2012, the net income (loss) related to the non-controlling interest in PEM was $(149) thousand and $58 thousand, respectively.

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Note 6 - Capital Stock and Stock-Based Compensation

9 Months Ended

Nov. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6.   Capital Stock and Stock-Based Compensation

On June 17, 2013, the Company announced that the Board of Directors approved a stock repurchase authorization pursuant to which the Company may repurchase up to 1.5 million shares of outstanding common stock.  The authorization will terminate on the date the full number of authorized shares have been repurchased or when otherwise terminated by the Board of Directors.  The Company may repurchase shares of its common stock on the open market at times and prices considered appropriate by the Board of Directors and management. Repurchasing will take place through brokers and dealers and may be made under a Rule 10b5-1 plan.   As of November 30, 2013, the Company has repurchased 387,307 shares at an average price of $1.31, excluding commissions, pursuant to the terms of this plan.

Our non-employee directors, employees and consultants are eligible to participate in the 2009 Equity Incentive Plan, as Amended, 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.

On July 13, 2013, the Company’s Chief Executive Officer and President received 150,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended, pursuant to the terms of employment agreement.  These options will vest in equal annual amounts of 50,000 and are exercisable at $1.78 per share.

On July 13, 2013, the Company’s Chief Financial Officer and Chief Operating Officer received 100,000 stock options under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as Amended pursuant to the terms of employment agreement.  These options will vest in equal annual amounts of 33,333 and are exercisable at $1.78 per share.

The grant price of the stock options is $1.78, with a fair market value at the date of grant of $0.92. We used the Black-Scholes model to calculate the fair value using a risk-free interest rate of 1.05%, a volatility rate of 68.22%, an annual dividend rate of 0%, an expected term of 4 years which is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The stock options have an expiration date of July 13, 2018.

On October 11, 2013, the President of Arts and Exhibitions International, LLC and Premier Exhibitions Management, LLC received 41,716 restricted stock units pursuant to the Company’s 2009 Equity Incentive Plan, as Amended, that immediately vested.  These shares were granted in partial payment of a bonus earned pursuant to the President’s employment agreement.  He surrendered 13,537 shares of stock worth approximately $19 thousand to satisfy his tax obligations with respect to the vesting of the restricted stock units issued. These shares were given and surrendered at an average price of $1.37 per share based upon the closing date on the day of vesting.

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Note 10 - Asset Purchase Agreement and Related Matters (Tables)

9 Months Ended

Nov. 30, 2013

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

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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Accounting Policies, by Policy (Policies)

9 Months Ended

Nov. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation [Policy Text Block]

Basis of Presentation

When we use the terms “Premier,” “Company,” “we,” “us” and “our,” we mean Premier Exhibitions, Inc., a Florida corporation and its subsidiaries.  We have prepared the accompanying unaudited condensed consolidated financial statements and unaudited notes to the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) regarding interim financial reporting.  Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of November 30, 2013, our results of operations for the three and nine months ended November 30, 2013 and 2012 and cash flows for the nine months ended November 30, 2013 and 2012.  The data in the consolidated balance sheet as of February 28, 2013 was derived from our audited consolidated balance sheet as of February 28, 2013, as presented in our Annual Report on Form 10-K for our fiscal year ended February 28, 2013.  The unaudited condensed consolidated financial statements include the accounts of Premier and its subsidiaries after the elimination of all significant intercompany accounts and transactions.  Our operating results for the nine months ended November 30, 2013 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending February 28, 2014 (“fiscal 2014”).

Significant Accounting Policies [Policy Text Block]

Significant Accounting Policies

For a description of significant accounting policies, see the Summary of Significant Accounting Policies footnote to the Financial Statements included in the Company’s 2013 Annual Report on Form 10-K.  There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2013 Annual Report on Form 10-K.

Lease, Policy [Policy Text Block]

Operating Leases

We lease exhibition, warehouse, and office space under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives, premiums and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin to make improvements in preparation of intended use.

For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations.

For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of 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 results using those estimates.

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Note 10 - Asset Purchase Agreement and Related Matters

9 Months Ended

Nov. 30, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

10.   Asset Purchase Agreement and Related Matters

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.  Our license to exhibit “King Tut II” and “Cleopatra expired during fiscal 2013.  In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce.  These proposed future exhibitions will continue to be the property of the Company after the maturity of the note.  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 which $550,000 was recognized in fiscal year 2013 and $110,000 in fiscal year 2012, and, 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 payments.

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.  However, the intangible assets related to intellectual property acquired as part of the transaction will remain the property of the Company.

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.   During the third quarter of fiscal 2014 the Promissory Note was reduced based upon updated cash flow projections.  See Note 5 for further discussions regarding this adjustment.

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 liabilities 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

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.”

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Note 8 - Legal Proceedings and Contingencies

9 Months Ended

Nov. 30, 2013

Disclosure Text Block Supplement [Abstract]

Legal Matters and Contingencies [Text Block]

8.  Legal Proceedings and Contingencies

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 of the assets would be subject to the same conditions applicable to RMST and the purchase subject to court approval; 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 $225 thousand, 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.

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.  The proposed legislation has not passed and for now the legislation process has stalled.

Other Litigation

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 determinable 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 made 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 sued for unspecified damages. The court recently ruled that it lacked personal jurisdiction over Kingsmen Creatives, LTD and Kingsmen Exhibits PTE, LTD and dismissed the case.  The Company has filed an appeal of this dismissal, which is pending.

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 determinable at this time.

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 $215 thousand has been received and the remainder of which is subject to collection.  As of November 30, 2013 a receivable of $118 thousand net of allowance for doubtful accounts of $118 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 have been included in the first quarter of fiscal 2014 condensed consolidated statement of operations.

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.  The expense related to this settlement was recorded in the fourth quarter of fiscal 2013.

Revenue Examinations

As of November 30, 2013, the Internal Revenue Service (“IRS”) 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 (29), 2013, 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.

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Note 9 - Purchase and Registration Rights Agreements

9 Months Ended

Nov. 30, 2013

Purchase And Registration Rights Agreements [Abstract]

Purchase And Registration Rights Agreements [Text Block]

9.  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.

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 29, 2012 the Company sold 275,000 shares for $634,675 and issued 158,632 commitment shares under this agreement.  No shares have been issued or sold since that time.

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Note 11 - Segment Information

9 Months Ended

Nov. 30, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

11.   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), Dialog in the Dark and Pompeii 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 $461 thousand and $93 thousand for the three months ended November 30, 2013 and 2012, respectively and $1.7 million and $1.1 million for the nine months ended November 30, 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 $334 thousand and $1.5 million reported for the RMS Titanic segment for the three months and nine months ended November 30, 2013, respectively and $425 thousand and $1.9 million for the three months and nine months ended November 30, 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.

The following tables reflect the condensed consolidated statements of operations for the three and nine months ended November 30, 2013 and 2012 by segment (in thousands):

	Three Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	6,392		$	334		$	(334	)	$	6,392
Cost of revenue (exclusive of depreciation and amortization)		4,376			-			(334	)		4,042
Gross profit		2,016			334			-			2,350
Operating expenses:
General and administrative		2,958			276			-			3,234
Depreciation and amortization		1,085			-			-			1,085
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Loss on disposal of property and equipment		3			-			-			3
Total Operating expenses		1,764			942			-			2,706
Income/(loss) from operations		252			(608	)		-			(356	)
Other income		5			-			-			5
Income/(loss) before income tax		257			(608	)		-			(351	)
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		365			(553	)		-			(188	)
Less: Net income attributable to non-controlling interest		(45	)		-			-			(45	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	320		$	(553	)	$	-		$	(233	)

	Three Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	7,912		$	425	$	(425	)	$	7,912
Cost of revenue (exclusive of depreciation and amortization)		4,847			-		(425	)		4,422
Gross profit		3,065			425		-			3,490
Operating expenses:
General and administrative		3,146			158		-			3,304
Depreciation and amortization		892			26		-			918
Total Operating expenses		4,038			184		-			4,222
Income/(loss) from operations		(973	)		241		-			(732	)
Other expense		(198	)		-		-			(198	)
Income/(loss) before income tax		(1,171	)		241		-			(930	)
Income tax expense		15			34		-			49
Net income/(loss)		(1,186	)		207		-			(979	)
Less: Net loss attributable to non-controlling interest		149			-		-			149
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(1,037	)	$	207	$	-		$	(830	)

	Nine Months Ended November 30, 2013
	(In thousands)
	Exhibition Management			RMS Titanic			Elimination			Total
Revenue	$	23,151		$	1,460		$	(1,460	)	$	23,151
Cost of revenue (exclusive of depreciation and amortization)		12,964			-			(1,460	)		11,504
Gross profit		10,187			1,460			-			11,647
Operating expenses:
General and administrative		8,988			882			-			9,870
Depreciation and amortization		3,015			53			-			3,068
Gain on note payable fair market value adjustment		(2,414	)		-			-			(2,414	)
Write-off of assets		132			666			-			798
Gain on disposal of property and equipment		(71	)		-			-			(71	)
Contract and legal settlements		(297	)		-			-			(297	)
Total Operating expenses		9,353			1,601			-			10,954
Income/(loss) from operations		834			(141	)		-			693
Other expense		(85	)		-			-			(85	)
Income/(loss) before income tax		749			(141	)		-			608
Income tax benefit		(108	)		(55	)		-			(163	)
Net income/(loss)		857			(86	)		-			771
Less: Net income attributable to non-controlling interest		(95	)		-			-			(95	)
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	762		$	(86	)	$	-		$	676

	Nine Months Ended November 30, 2012
	(In thousands)
	Exhibition Management			RMS Titanic		Elimination			Total
Revenue	$	32,802		$	1,922	$	(1,922	)	$	32,802
Cost of revenue (exclusive of depreciation and amortization)		16,774			-		(1,922	)		14,852
Gross profit		16,028			1,922		-			17,950
Operating expenses:
General and administrative		10,654			822		-			11,476
Depreciation and amortization		2,570			79		-			2,649
Total Operating expenses		13,224			901		-			14,125
Income from operations		2,804			1,021		-			3,825
Other expense		(442	)		-		-			(442	)
Income before income tax		2,362			1,021		-			3,383
Income tax expense		200			77		-			277
Net income		2,162			944		-			3,106
Less: Net income attributable to non-controlling interest		(58	)		-		-			(58	)
Net income attributable to the shareholders of Premier Exhibitions, Inc.	$	2,104		$	944	$	-		$	3,048

The assets in the Exhibition Management segment include exhibitry, leasehold improvements, venue license agreements, and other assets necessary for operation of the Company’s exhibitions and its merchandising division.  The RMS Titanic segment contains all of the Titanic assets (other than the Orlando “Titanic: The Experience” exhibition and certain Titanic exhibition venue license agreements entered into by PEM), 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
	November 30, 2013		February 28, 2013
Exhibition Management	$	25,359	$	28,926
RMS Titanic		6,463		7,088
Corporate and unallocated		260		1,756
Total assets	$	32,082	$	37,770

Expenditures for additions to long-lived assets by segment for the nine months ended November 30, 2013 and 2012, respectively are reflected in the table below (in thousands):

	Nine Months Ended November 30,
	2013		2012
Exhibition Management	$	2,970	$	392
RMS Titanic		-		153
Total capital expenditures	$	2,970	$	545

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Note 8 - Legal Proceedings and Contingencies (Details) (USD $)	0 Months Ended		9 Months Ended					0 Months Ended			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended								9 Months Ended
	Aug. 07, 2012	Aug. 12, 2010	Nov. 30, 2012	Nov. 30, 2011	Nov. 30, 2013	Aug. 31, 2013	Feb. 28, 2013	Nov. 10, 2011 Artifacts [Member]	Aug. 16, 2011 Artifacts [Member]	Aug. 12, 2010 Artifacts [Member]	Apr. 30, 2011 Artifacts [Member]	Aug. 31, 2011 Artifacts [Member]	Nov. 30, 2012 Artifacts [Member]	Feb. 29, 2012 Artifacts [Member]	Nov. 30, 2013 Artifacts [Member]	Aug. 31, 2012 Artifacts [Member]	Sep. 07, 2011 Artifacts [Member]	Nov. 30, 2009 Artifacts [Member]	Aug. 15, 2011 Rmst [Member]	Aug. 15, 2011 Post One Nine Eight Seven Artifacts [Member]	Aug. 15, 2011 One Nine Eight Seven Artifacts [Member]	Nov. 30, 2012 Minimum [Member]
Note 8 - Legal Proceedings and Contingencies (Details) [Line Items]
Recovery of Artifacts										3,000
Percentage Fair Market Value of Artifacts		100.00%
Fair Market Value of Artifacts		$ 110,000,000
Number of Artifacts																			2,000	3,500	2,000
Payment of Trust Account			5,000,000	25,000									25,000									25,000
Reserve Fund Balance						225,000
Payments for Legal Settlements									475,000
Payments for Legal Settlements on First Anniversary									475,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)									1.82
Warrant Exchange Expense Included in General and Administrative Expense														6,000
Estimated Litigation Liability																		167,000
Litigation Settlement, Expense								375,000				783,000
Settled Litigation Payment of First Installment																475,000	475,000
Non Payment of License Fee											800,000
Amount Received from Litigation								215,000
Net Receivable from Litigation															118,000
Allowance for Doubtful Accounts Receivable, Current					$ 325,000		$ 325,000								$ 118,000
Loss Contingency Number of Contracts	2
Loss Contingency Damages Sought Percent	4.00%

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Note 3 - Total Comprehensive Income (Loss) (Tables)

9 Months Ended

Nov. 30, 2013

Disclosure Text Block [Abstract]

Comprehensive Income (Loss) [Table Text Block]

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013			2012
Net income/(loss) attributable to the shareholders of Premier Exhibitions, Inc.	$	(233	)	$	(830	)	$	676		$	3,048
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities		1			-			(1	)		-
Net foreign currency translation gain		8			-			9			7
Total comprehensive income/(loss)	$	(224	)	$	(830	)	$	684		$	3,055

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Note 2 - Income (Loss) Per Share Data (Details) - Computation of basic and diluted net income per share (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Numerator:
Net income/(loss) attributable to shareholders (in thousands) (in Dollars)	$ (233)	$ (830)	$ 676	$ 3,048
Denominator:
Basic weighted-average shares outstanding	49,234,187	48,029,592	49,284,177	47,988,433
Effect of dilutive stock options and warrants			149,750	1,106,494
Diluted weighted-average shares outstanding	49,234,187	48,029,592	49,433,927	49,094,927
Net income/(loss) per share:
Basic (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ 0.06
Diluted (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.01	$ 0.06

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Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items]
Expenditures by segment	$ 2,970	$ 545
Exhibition Management [Member]
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items]
Expenditures by segment	2,970	392
RMS Titanic [Member]
Note 11 - Segment Information (Details) - Expenditures for Additions to Long-Lived Assets by Segment [Line Items]
Expenditures by segment		$ 153

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Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Cash flows from operating activities:
Net income	$ 771	$ 3,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,068	2,649
Lease abandonment	(344)	(439)
Gain on note payable fair market value adjustment	(2,414)
Write-off of assets	798
Gain on debt modification		(81)
Stock-based compensation	285	649
Allowance for doubtful accounts	245	288
Amortization of debt discount	296	540
Gain on disposal of assets	(71)
Changes in operating assets and liabilities, net of effect of acquisitions:
Increase in accounts receivable	(203)	(296)
Increase in merchandise inventory, net of reserve	(114)	(260)
Increase in prepaid expenses	(1,514)	(352)
(Increase)/decrease in other assets	214	(78)
(Increase)/decrease in income taxes receivable	(76)	91
Increase in other receivables	(211)	(273)
(Increase)/decrease in long-term development costs	71	(160)
Decrease in accounts payable and accrued liabilities	(97)	(364)
(Decrease)/increase in deferred revenue	435	(164)
(Decrease)/increase in income taxes payable	(175)	153
Total adjustments	193	1,903
Net cash provided by operating activities	964	5,009
Cash flows from investing activities:
Purchases of property and equipment	(2,970)	(545)
Proceeds from disposal of assets	74
Acquisition of assets of Exhibit Merchandising, LLC		(125)
Decrease in artifacts	27	47
Net cash used in investing activities	(2,869)	(623)
Cash flows from financing activities:
Proceeds from option and warrant exercises	185	136
Purchases of treasury stock	(534)	(96)
Payments on capital lease obligations	(22)	(2)
Payments on notes payable	(130)	(625)
Net cash used in financing activities	(501)	(587)
Effects of exchange rate changes on cash and cash equivalents	9	7
Net increase/(decrease) in cash and cash equivalents	(2,397)	3,806
Cash and cash equivalents at beginning of period	6,393	2,344
Cash and cash equivalents at end of period	3,996	6,150
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	330	52
Cash paid during the period for taxes	88	33
Supplemental disclosure of non-cash investing and financing activities:
Unrealized loss on marketable securities	1
Assets purchased with notes payable and equity in Premier Management, LLC		14,451
Purchases of property and equipment under capital leases	$ 26	$ 115

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Note 5 - Notes Payable and Capital Lease Obligations

9 Months Ended

Nov. 30, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

5.  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 thousand 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.

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.  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.  The final payment of $62 thousand was made to Worldwide in December 2012.

As of November 30, 2013, the short-term portion of the note payable was $0 and the long-term portion was $172 thousand.  The long-term portion currently payable relates to rental and other arrearages payable on behalf of Worldwide.

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 primarily attributable to prepaid licenses and expenses paid by Arts and Exhibition International, LLC that were added to the note balance.  The book value of the note was subsequently 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 exhibitions and $1.3 million to discount 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.  During the fiscal second quarter of 2014, a payment of $4.1 million was made to AEG Live, LLC from the restricted accounts held by the Company.  These payments are made from cash accounts managed but not owned by the Company and are required to be paid to AEG Live, LLC based upon the purchase agreement terms.  During the third quarter of fiscal 2014, the Company, using Level 3 inputs based upon Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), updated the expected future cash flows of the exhibitions and discounted the cash flows at 7% to estimate the future payment to AEG Live, LLC based upon the note agreement.  As a result of this review, the note payable was reduced by $2.4 million to reflect the updated estimated future payments under the note agreement.  This amount is included in the condensed consolidated statement of comprehensive income/loss as a gain on note payable fair market value adjustment.   In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees are not impaired as of November 30, 2013.  As of November 30, 2013, the balance sheet reflects the short-term portion of the note payable at $124 thousand and the long-term portion at $1.2 million, including accrued interest.

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Note 2 - Income (Loss) Per Share Data (Details) - Anti-Dilutive Securities	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	911,663	1,151,032	361,663	1,151,032
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	911,663	1,145,032	361,663	1,145,032
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities		6,000		6,000

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Note 11 - Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012
Note 11 - Segment Information (Details) [Line Items]
Number of Reportable Segments			2
Revenue, Net	$ 6,392	$ 7,912	$ 23,151	$ 32,802
Foreign Exhibitions [Member]
Note 11 - Segment Information (Details) [Line Items]
Revenue, Net	461	93	1,700	1,100
RMS Titanic [Member]
Note 11 - Segment Information (Details) [Line Items]
Revenue, Net	$ 334	$ 425	$ 1,500	$ 1,900

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Note 2 - Income (Loss) Per Share Data (Tables)

9 Months Ended

Nov. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended November 30,						Nine Months Ended November 30,
	2013			2012			2013		2012
Numerator:
Net income/(loss) attributable to shareholders (in thousands)	$	(233	)	$	(830	)	$	676	$	3,048
Denominator:
Basic weighted-average shares outstanding		49,234,187			48,029,592			49,284,177		47,988,433
Effect of dilutive stock options and warrants		-			-			149,750		1,106,494
Diluted weighted-average shares outstanding		49,234,187			48,029,592			49,433,927		49,094,927
Net income/(loss) per share:
Basic	$	0.00		$	(0.02	)	$	0.01	$	0.06
Diluted	$	0.00		$	(0.02	)	$	0.01	$	0.06

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended November 30,				Nine Months Ended November 30,
	2013		2012		2013		2012
Warrants		-		6,000		-		6,000
Stock options		911,663		1,145,032		361,663		1,145,032
Total		911,663		1,151,032		361,663		1,151,032