UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2015
Premier Exhibitions, Inc.
(Exact name of registrant as specified in its charter)
Florida | 000-24452 | 20-1424922 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3340 Peachtree Road, Suite 900, Atlanta, GA | 30326 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (404) 842-2600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On July 9, 2015 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated July 9, 2015
SIGNATURE
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 hereunto duly authorized.
Premier Exhibitions, Inc.
(Registrant) |
||
July 9, 2015
(Date) |
/s/ MICHAEL LITTLE
Michael Little Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer |
Exhibit Index | ||
99.1 | Press release dated July 9, 2015 |
EXHIBIT 99.1
ATLANTA, July 9, 2015 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (NASDAQ:PRXI), a leading presenter of museum-quality touring exhibitions around the world, today announced financial results for the first quarter of fiscal 2016 ended May 31, 2015.
Comparing the first fiscal quarter 2016 with the prior year's first fiscal quarter:
Michael Little, Premier's Interim President and Chief Executive Officer, stated, "Our disappointing performance during the quarter is due to underutilization of our Bodies and Titanic exhibitions coupled with rent expenses for 'Saturday Night Live: The Exhibition' that were only modestly offset by revenues since the exhibition opened in late May. On the top-line, fewer overall exhibitions presented resulted in a decrease in total exhibition days as well as lower merchandise sales. This in turn resulted in lower gross profit and a higher net loss compared to the year-ago period."
Little continued, "In the face of these challenges, our focus remains reducing all non-essential expenses, including G&A, and managing liquidity. Although we incurred professional fees related to the pending merger, we reduced our overall compensation expenses to better align our base business cost structure with revenues. We are also doing everything possible to minimize our cash-burn given our liquidity constraints."
Little added, "We fully appreciate the importance of SNL's success to the future of our exhibition business and are cautiously optimistic by the public's reception to the property thus far. Our celebration of the iconic sketch comedy and variety show is situated in midtown Manhattan and has garnered positive reviews in leading news and entertainment publications. Our objective is to position the venue and exhibit as a 'must see' for metropolitan area residents and tourists alike. In promoting the venue and exhibit, we are partnering with the local media and tourism industry to promote SNL as a quintessential New York landmark, thus building future ticket sales."
Little concluded, "At this time, we have no further update on our merger agreement with Dinoking Tech Inc. We will be submitting our proxy for review by the SEC shortly and expect to hold the shareholder meeting to vote on the merger early in the third quarter of fiscal 2016."
(1) Adjusted EBITDA
See Table 4 below for reconciliations of Adjusted EBITDA to GAAP Net income/(loss).
This press release contains certain financial measures that are not prepared in accordance with GAAP (generally accepted accounting principles in the U.S.). Such financial measures are referred to herein as "non-GAAP" and are presented in this press release in accordance with Regulation G as promulgated by the Securities and Exchange Commission. A reconciliation of each such non-GAAP measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes each such non-GAAP financial measure provides useful information to investors, is provided below.
Adjusted EBITDA is a non-GAAP financial measure that the Company defines as earnings before certain unusual and/or non-cash charges, depreciation and amortization, loss/(gain) on sale of operating assets, impairment of intangible assets and fixed assets, and non-cash compensation expenses. The Company uses Adjusted EBITDA to evaluate the performance of its operating segments. The Company believes that information about Adjusted EBITDA assists investors by allowing them to evaluate changes in the operating results of the Company's portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation on the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in the Company's business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for, operating income/(loss), net income/(loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies. Therefore, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
About Premier Exhibitions
Premier Exhibitions, Inc. (NASDAQ:PRXI), located in Atlanta, GA, is a major provider of museum quality exhibitions throughout the world and a recognized leader in developing and displaying unique exhibitions for education and entertainment. The Company's exhibitions present unique opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Exhibitions are presented in museums, exhibition centers and other entertainment venues.
Additional information about Premier Exhibitions is available at www.prxi.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve certain risks and uncertainties. The actual results or outcomes of Premier Exhibitions, Inc. may differ materially from those anticipated. Although Premier Exhibitions believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any such assumptions could prove to be inaccurate. Therefore, Premier Exhibitions can provide no assurance that any of the forward-looking statements contained in this press release will prove to be accurate.
In light of the significant uncertainties and risks inherent in the forward-looking statements included in this press release, such information should not be regarded as a representation by Premier Exhibitions that its objectives or plans will be achieved. Included in these uncertainties and risks are, among other things, fluctuations in operating results, general economic conditions, uncertainty regarding the results of certain legal proceedings and competition. Forward-looking statements consist of statements other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "intend," "expect," "will," "anticipate," "estimate" or "continue" or the negatives thereof or other variations thereon or comparable terminology. Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Premier Exhibitions' most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." Premier Exhibitions does not undertake an obligation to update publicly any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Table 1 | ||
Premier Exhibitions, Inc. | ||
Condensed Consolidated Balance Sheets | ||
(in thousands, except share data) | ||
May 31, | February 28, | |
2015 | 2015 | |
(Unaudited) | ||
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $ 1,589 | $ 4,798 |
Accounts receivable, net of allowance for doubtful accounts of $220 | 1,669 | 1,417 |
Merchandise inventory, net of reserve of $25 | 1,101 | 1,127 |
Income taxes receivable | 49 | 49 |
Prepaid expenses | 3,209 | 2,684 |
Other current assets | 505 | 459 |
Total current assets | 8,122 | 10,534 |
Artifacts owned, at cost | 2,877 | 2,881 |
Salvor's lien | 1 | 1 |
Property and equipment, net of accumulated depreciation of $23,539 and $22,766, respectively | 20,930 | 11,503 |
Exhibition licenses, net of accumulated amortization of $5,225 and $6,069, respectively | 1,561 | 1,629 |
Film, gaming and other application assets, net of accumulated amortization of $1,882 and $1,726, respectively | 1,451 | 1,608 |
Deferred financing costs, net of accumulated amortization of $383 and $318, respectively | -- | 65 |
Future rights fees, net of accumulated amortization of $3,592 and $3,551, respectively | 788 | 829 |
Construction deposit | -- | 134 |
Lease incentive | 1,290 | 5,899 |
Restricted cash | 93 | 426 |
Restricted securities | 801 | 801 |
Deferred income taxes | 60 | 60 |
Long-term exhibition costs | 195 | 261 |
Subrogation rights | 250 | 250 |
Total Assets | $ 38,419 | $ 36,881 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current liabilities: | ||
Accounts payable and accrued liabilities | $ 6,151 | $ 4,782 |
Deferred rent | 159 | 668 |
Deferred revenue | 2,380 | 2,901 |
Deferred income taxes | 60 | 60 |
Current portion of capital lease obligations | 72 | 31 |
Current portion of royalty payable, net of discount of $29 and $48, respectively | 268 | 413 |
Current portion of notes payable, net of discount of $7 and $10, respectively | 11,693 | 8,190 |
Total current liabilities | 20,783 | 17,045 |
Long-Term liabilities: | ||
Lease abandonment | 891 | 997 |
Deferred rent | 9,137 | 8,867 |
Long-term portion of capital lease obligations | 267 | 32 |
Long-term portion of royalty payable, net of discount of $48 | 207 | 301 |
Total long-term liabilities | 10,502 | 10,197 |
Commitment and Contingencies | ||
Shareholders' equity: | ||
Common stock; $.0001 par value; authorized 65,000,000 shares; issued 4,917,423 and 4,916,644 shares, respectively; outstanding 4,917,222 and 4,916,443 shares, respectively | 1 | 1 |
Additional paid-in capital | 54,144 | 54,104 |
Accumulated deficit | (48,382) | (46,105) |
Accumulated other comprehensive loss | (13) | (13) |
Less treasury stock, at cost; 201 shares | (1) | (1) |
Equity Attributable to Shareholders of Premier Exhibitions, Inc. | 5,749 | 7,986 |
Equity Attributable to Non-controlling interest | 1,385 | 1,653 |
Total liabilities and shareholders' equity | $ 38,419 | $ 36,881 |
Table 2 | ||
Premier Exhibitions, Inc. | ||
Condensed Consolidated Statements of Operations | ||
(in thousands, except share and per share data) | ||
(unaudited) | ||
Three Months Ended May 31, | ||
2015 | 2014 | |
Revenue: | ||
Exhibition revenue | $ 5,913 | $ 6,008 |
Merchandise revenue | 1,272 | 1,345 |
Management fee | 34 | 138 |
Licensing fee | 30 | -- |
Total revenue | 7,249 | 7,491 |
Cost of revenue: | ||
Exhibition costs | 4,971 | 3,821 |
Cost of merchandise sold | 538 | 586 |
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 5,509 | 4,407 |
Gross profit | 1,740 | 3,084 |
Operating expenses: | ||
General and administrative | 2,866 | 3,295 |
Depreciation and amortization | 1,038 | 1,151 |
Gain on sale of assets | -- | (4) |
Total operating expenses | 3,904 | 4,442 |
Loss from operations | (2,164) | (1,358) |
Other income and (expense) | ||
Interest expense | (375) | (23) |
Other income/(expense) | (6) | 18 |
Total other expense | (381) | (5) |
Loss before income taxes | (2,545) | (1,363) |
Income tax expense | -- | -- |
Net loss | (2,545) | (1,363) |
Less: Net loss attributable to non-controlling interest | 268 | 151 |
Net loss attributable to the shareholders of Premier Exhibitions, Inc. | $ (2,277) | $ (1,212) |
Net loss per share: | ||
Basic loss per common share | $ (0.46) | $ (0.25) |
Diluted loss per common share | $ (0.46) | $ (0.25) |
Shares used in basic per share calculations | 4,917,087 | 4,906,440 |
Shares used in diluted per share calculations | 4,917,087 | 4,906,440 |
Comprehensive loss | $ (2,277) | $ (1,212) |
Table 3 | ||
Premier Exhibitions, Inc. | ||
Condensed Consolidated Statements of Cash Flow | ||
(in thousands) | ||
(unaudited) | ||
Three Months Ended May 31, | ||
2015 | 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (2,545) | $ (1,363) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 1,038 | 1,151 |
Lease abandonment | (106) | (117) |
Stock-based compensation | 40 | 73 |
Allowance for doubtful accounts | -- | 10 |
Amortization of deferred financing costs | 65 | -- |
Write-off of assets | 16 | -- |
Amortization of debt discount | 22 | 21 |
Gain on sale of assets | -- | (4) |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (346) | (59) |
Decrease in merchandise inventory | 26 | 61 |
Increase in prepaid expenses | (627) | (391) |
Increase in other assets | (46) | (20) |
Decrease in income taxes receivable | -- | 73 |
Increase in other receivables | -- | (10) |
(Increase)/decrease in restricted cash | 333 | (8) |
Decrease in long-term development costs | 152 | 83 |
Increase in accounts payable and accrued liabilities | 1,369 | 1,052 |
Increase/(decrease) in deferred rent | (239) | 5 |
Increase/(decrease) in deferred revenue | (521) | 562 |
Total adjustments | 1,176 | 2,482 |
Net cash provided by/(used in) operating activities | (1,369) | 1,119 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,166) | (370) |
Redemption of certificates of deposit | -- | 201 |
Purchase of restricted certificate of deposit | -- | (800) |
Proceeds from disposal of assets | -- | 4 |
Decrease in artifacts | 4 | 6 |
Net cash used in investing activities | (5,162) | (959) |
Cash flows from financing activities: | ||
Deferred financing costs | -- | (50) |
Payments on capital lease obligations | (14) | (9) |
Proceeds from notes payable | 3,500 | -- |
Payments on royalty payable | (164) | (220) |
Net cash provided by/(used in) financing activities | 3,322 | (279) |
Net decrease in cash and cash equivalents | (3,209) | (119) |
Cash and cash equivalents at beginning of period | 4,798 | 3,434 |
Cash and cash equivalents at end of period | $ 1,589 | $ 3,315 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | $ 193 | $ 9 |
Cash received during the period for taxes | $ -- | $ (73) |
Supplemental disclosure of non-cash investing and financing activities: | ||
Net assets recognized from execution of royalty agreement | $ -- | $ 31 |
Non-cash refinancing of notes payable | $ 8,000 | $ -- |
Purchase of property and equipment under capital leases | $ 290 | $ -- |
Non-cash payment on royalty payable | $ 94 | $ -- |
Non-cash purchase of property and equipment using lease incentive and construction deposit | $ 4,743 | $ -- |
Table 4 | ||
Adjusted EBITDA | ||
(In thousands) | ||
Three Months Ended | ||
May 31, 2015 | May 31, 2014 | |
1Q16 | 1Q15 | |
Net loss | $ (2,545) | $ (1,363) |
Other expense | 6 | (18) |
Interest expense | 375 | 23 |
Depreciation and amortization | 1,038 | 1,151 |
Transaction related expenses | 517 | -- |
Stock-based compensation | 41 | 73 |
Adjusted EBITDA(1) | $ (568) | $ (134) |
(1) Adjusted EBITDA
Adjusted EBITDA is defined as earnings before certain unusual and/or non-cash charges, depreciation and amortization, loss/(gain) on sale of operating assets, impairment of intangible assets and goodwill, and non-cash compensation expenses. The Company uses Adjusted EBITDA to evaluate the performance of its operating segments. Adjusted EBITDA should be considered in addition to, and not as a substitute for, operating income/(loss), net income/(loss), and other measures of financial performance reported in accordance with GAAP.
Table 5 | |||
Summary of General & Administrative expense | |||
(In thousands) | |||
Three Months Ended | |||
May 31, 2015 | May 31, 2014 | ||
1Q16 | 1Q15 | ||
Compensation, excluding stock-based compensation | $ 990 | $ 1,575 | |
Stock-based compensation | 41 | 73 | |
Legal and other professional fees | 853 | 502 | |
Rent and other office expenses | 443 | 427 | |
Other | 539 | 718 | |
General & Administrative expense | $ 2,866 | $ 3,295 |
Table 6 | ||
Exhibition Revenues & Operating Statistics | ||
(In thousands) | ||
Three Months Ended | ||
May 31, 2015 | May 31, 2014 | |
1Q16 | 1Q15 | |
Admissions revenue | $ 4,840 | $ 4,665 |
Non-refundable license fees for current exhibitions | 1,073 | 1,343 |
Total exhibition revenues | $ 5,913 | $ 6,008 |
Key Non-financial Measurements | ||
Total number of exhibitions presented | 17 | 20 |
Semi-permanent exhibitions presented | 7 | 6 |
Partnered exhibitions presented | 8 | 8 |
Exhibitions rented to promoters or museums | 2 | 6 |
Total operating days for semi-permanent, partner and rented exhibitions | 1,078 | 1,426 |
Total attendance for semi-permanent and partner presented exhibitions (in 000's) | 445 | 496 |
Average attendance per day for semi-permanent and partnered exhibitions presented | 484 | 462 |
Average ticket price for semi-permanent and partnered exhibitions presented | $ 18.04 | $ 15.18 |
Average retail per attendee for semi-permanent and partnered exhibitions presented | $ 2.63 | $ 2.67 |
Semi permanent exhibitions: | ||
Total operating days | 554 | 552 |
Total attendance (in 000's) | 190 | 206 |
Average attendance per day | 344 | 373 |
Average ticket price | $ 21.42 | $ 19.44 |
Average retail per attendee | $ 3.58 | $ 3.28 |
CONTACT: Investor Contact: Michael J. Little Interim President and Chief Executive Officer Chief Financial and Chief Operating Officer (404) 842-2600 michael.little@prxi.com