Premier Exhibitions, Inc. Reports First Quarter Fiscal 2010 Results

ATLANTA, July 6, 2009 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc.
(Nasdaq:PRXI), a major developer of touring museum quality exhibits today
announced financial results for the fiscal year first quarter ended May 31,
2009:

* Total revenue increased 8 percent from the fourth quarter of fiscal
2009 to $10.9 million in the first quarter of fiscal 2010. By
comparison to the prior year period, total revenue decreased
28 percent from $15.2 million in the first quarter of fiscal 2009.
* Gross profit increased $3.0 million from the fourth quarter of
fiscal 2009 to $5.8 million in the first quarter of fiscal 2010.
By comparison to the prior year period, gross profit decreased
27 percent from $7.9 million in the first quarter of fiscal 2009.
* GAAP losses were ($5.8) million or ($0.20) per share for the first
quarter of fiscal 2010, a $2.4 million improvement over GAAP losses
of ($8.2) million or ($0.28) per share for the fourth quarter of
fiscal 2009. The first quarter of fiscal 2010 GAAP loss compares
with a GAAP loss of ($0.9) million or ($0.03) per share for the
first quarter of fiscal 2009.
* These GAAP figures include a $2.1 million loss on sale of a
business in the fiscal fourth quarter of 2009, impairment charges
of $1.7 million and $4.5 million in the fiscal fourth quarter of
2009 and first quarter of 2010, in addition to stock based
compensation expense of $1.6 million, $1.8 million and $0.3 million
in the first and fourth quarters of fiscal 2009 and the first
quarter of fiscal 2010, respectively.
* Adjusted EBITDA (a non-GAAP measure) for the first quarter of
fiscal 2010 was ($1.3) million compared to ($5.1) million in the
fourth quarter of fiscal 2009 and $1.5 million in the first quarter
of fiscal 2009. (1) Reconciled GAAP and non-GAAP financial measures
are provided in the tables below.
* During the quarter the Company raised $6.0 million in capital from
the issuance of convertible notes and on June 15, 2009 raised an
additional $6.0 million in capital under the same terms.
* On May 31, 2009 total cash and marketable securities were
$9.1 million and currently the Company has approximately
$12.9 million in the bank.
* Total attendance for the first quarter of fiscal 2010 decreased two
percent to 1,188,219 from 1,207,780 in the fourth quarter of fiscal
2009. Total attendance for the first quarter of fiscal 2010
decreased twenty two percent compared to 1,520,046 in the first
quarter of fiscal 2009.
* Total days of operation for the first quarter of fiscal 2010
increased three percent to 1,624 from 1,583 in the fourth quarter
of fiscal 2009, increased two percent compared to 1,598 in the
first quarter of fiscal 2009.
Chris Davino, Premier Exhibition's Interim Chief Executive Officer stated, "The
first quarter was the first full quarter under new management. I'm happy to
report that the turnaround effort we've been engaged in for the past five months
is beginning to bear fruit. During the first quarter, we more than doubled gross
profit and decreased general and administrative costs 21 percent sequentially.
We've developed a comprehensive process for sourcing, evaluating, and booking
profitable venues and are in the process of booking new shows using this
methodology. We're renegotiating some of our fixed-payment contracts to reduce
our fixed costs. We've hired a new marketing agency with extensive experience in
the exhibition industry at a reduced cost structure that focuses more on
incentive rewards than guaranteed fees which we expect will achieve significant
savings. We've reduced our corporate workforce by approximately 18 percent and
are in the process of evaluating numerous other cost-saving initiatives."

Mark Sellers, Chairman of Premier Exhibitions said, "Assuming conversion of the
$12 million in recently-issued notes into equity, we would have $12.9 million in
cash and marketable securities, representing approximately 40 percent of our
market cap after conversion, and no debt. Although the Company is not completely
out of the woods, we have a strong balance sheet and are approaching Adjusted
EBITDA break even. We believe that at some point, the market will give the
Company credit for the intrinsic value of the assets we control. We're confident
that the market will begin to recognize this value once we stop the cash bleed
and return to profitability."

1Q10 Conference Call Information

Company management will host its first quarter fiscal 2010 conference call on
July, 07, 2009 at 9:00 a.m. (EDT). Interested parties can access the call by
dialing 1 (877) 874-1570 in the U.S. and 1 (719) 325-4838 internationally.
Callers should reference confirmation code 3143737. A transcript of the
conference call will be made available on the Company's website: www.prxi.com.

Annual Meeting

The Company's board of directors has set Thursday, August 6, 2009 at 10:00 a.m.
(EDT) as the date for the Company's 2009 annual meeting of shareholders, and
Wednesday, June 17, 2009 as the record date for the annual meeting.

(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 goodwill, and non-cash compensation expense. 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) develops and tours museum quality
exhibitions. Presently the Company operates and/or presents and promotes four
different types of exhibitions:

* "Titanic: The Artifact Exhibition," "Titanic Aquatic" and "Titanic:
Treasures from the Deep;"
* "Bodies...The Exhibition," and "Bodies Revealed"
* "Dialog in the Dark;" and
* "Star Trek, The Exhibition".
Additional information about Premier Exhibitions is available at www.prxi.com.

Forward Looking Statements

This press release contains 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. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)

May 31, Feb. 28,
2009 2009
(unaudited)
-------- --------
Assets

Current assets:
Cash and cash equivalents $ 7,803 $ 4,452
Marketable securities 1,268 1,277
Accounts receivable, net of allowance
for doubtful accounts of $754 and
$1,193, respectively 4,348 5,009
Merchandise inventory, net of reserve
of $147 and $143, respectively 441 431
Income taxes receivable 4,158 3,806
Deferred income taxes 1,560 1,408
Prepaid expenses and other current assets 4,407 4,981
-------- --------
Total current assets 23,985 21,364

Artifacts owned, at cost 3,074 3,081
Salvor's lien 1 1
Property and equipment, net
of accumulated depreciation
of $8,518 and $7,503, respectively 15,333 15,706
Exhibition licenses, net of accumulated
amortization of $4,427 and $2,939,
respectively 4,668 7,225
Goodwill -- 2,567
Deferred income taxes 3,506 2,685
Note receivable 625 625
Other assets 250 521
-------- --------
$ 51,442 $ 53,775
======== ========

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 9,112 $ 11,712
Deferred revenue 1,905 2,340
-------- --------
Total current liabilities 11,017 14,052
Long-term liabilities:
Income taxes payable 1,179 1,166
Convertible promissory notes 6,000 --
-------- --------
Total long-term liabilities 7,179 1,166

Shareholders' equity:
Common stock; $.0001 par value; authorized
40,000,000 shares issued and outstanding
of 31,265,415 and 30,481,448 shares,
respectively 3 3
Additional paid-in capital 45,180 44,691
(Accumulated deficit) retained earnings (4,422) 1,384
Accumulated other comprehensive loss (325) (331)
Treasury stock, at cost; 1,066,449 shares (7,190) (7,190)
-------- --------
Total shareholders' equity 33,246 38,557
-------- --------

$ 51,442 $ 53,775

Table 2

Premier Exhibitions, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)

Three Months Ended
May 31, February 28, May 31,
2008 2009 2009
---------- ---------- ----------
1Q09 4Q09 1Q10
Revenue:
Exhibition revenues $ 13,259 $ 9,549 $ 9,850
Merchandise and other 1,971 555 1,087
---------- ---------- ----------
Total revenue 15,230 10,104 10,937

Cost of revenue:
Exhibition costs 6,359 7,260 4,890
Cost of merchandise sold 974 87 252
---------- ---------- ----------
Total cost of revenue
(exclusive of depreciation
and amortization shown
separately below) 7,333 7,347 5,142

Gross profit 7,897 2,757 5,795
---------- ---------- ----------
Operating expenses:
General and administrative 8,023 8,763 7,324
Depreciation and amortization 1,294 1,250 1,627
Net (gain) loss on disposal
of assets -- 941 --
Impairment of goodwill and
intangible assets -- 2,849 4,512
---------- ---------- ----------
Total operating expenses 9,317 13,803 13,463

---------- ---------- ----------
Loss from operations (1,420) (11,046) (7,668)

---------- ---------- ----------
Other (expense) income 81 (117) (39)

Loss before benefit from
income taxes (1,339) (11,163) (7,707)

Benefit from income taxes 427 2,956 1,902
---------- ---------- ----------

Net loss $ (912) $ (8,207) $ (5,805)
========== ========== ==========

Net loss per share:
Basic loss per common share $ (0.03) $ (0.28) $ (0.20)
========== ========== ==========
Diluted loss per common share $ (0.03) $ (0.28) $ (0.20)
========== ========== ==========

Shares used in basic per
share calculations 30,041,614 29,333,332 29,696,954
========== ========== ==========
Shares used in diluted
per share calculations 30,041,614 29,333,332 29,696,954
---------- ---------- ----------

Table 3
Premier Exhibitions, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Three Months Ended
May 31, Feb. 28, May 31,
2008 2009 2009
------- ------- -------
1Q09 4Q09 1Q10
Cash flows from operating activities:
Net loss $ (912) $(8,207) $(5,805)
------- ------- -------
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation and amortization 1,180 889 1,627
Stock based compensation 1,616 1,828 212
Allowance for doubtful accounts -- 339 (439)
Net loss on disposal of assets -- 2,132 --
Impairment of goodwill and
intangible assets -- 1,663 4,512
Stock issued in connection with
lawsuit settlement -- -- 50
Changes in operating assets
and liabilities:
Decrease (increase) in accounts
receivable (41) 1,887 1,100
(Increase) in merchandise inventories -- 458 --
Increase in deferred income taxes (58) (1,571) (983)
Decrease in prepaid expenses and
other current assets 485 (618) 851
Decrease in Carpathia receivable 2,500 (2,500) --
Increase in income tax receivable (2,893) (520) (364)
Decrease in deferred revenue -- 700 (435)
Decrease in accounts payable and
accrued liabilities (650) 3,755 (2,600)
------- ------- -------
Total adjustments 2,139 8,442 3,531
------- ------- -------
Net cash (used in) provided by
operating activities 1,227 235 (2,274)
------- ------- -------

Cash flows used by investing activities:
Purchases of property and equipment (806) (2,638) (642)
Proceeds from Carpathia receivable -- 2,500 --
Purchase of exhibition licenses (1,278) 22 --
Acquisition, net of cash received (2,101) -- --
Proceeds from disposal of assets -- 400 --
Note receivable -- (625) --
Purchase of marketable security -- (4) --
------- ------- -------
Net cash used by investing activities (4,185) (345) (642)
------- ------- -------

Cash flows from financing activities:
Proceeds from issuance of
convertible notes -- -- 6,000
Proceeds from revolving line of credit -- 5,864 --
Payments on line of credit -- (6,291) --
Excess tax benefit on the exercise of
employee stock options -- (110) --
Proceeds from option exercises -- 27 261
------- ------- -------
Net cash provided by financing activities -- (510) 6,261
------- ------- -------

Effects of exchange rate changes on
cash and cash equivalents 4 (10) 6
------- ------- -------
Net increase (decrease) in cash and
cash equivalents (2,954) (630) 3,351
Cash and cash equivalents at beginning
of year 16,426 16,426 4,452
------- ------- -------
Cash and cash equivalents at end of
period $13,472 $15,796 $ 7,803
======= ======= =======

Supplemental disclosure of cash
flow information:
Cash paid during the period for interest $ 1 $ -- $ 48
======= ======= =======
Cash paid during the period for taxes $ 1,537 $ -- $ --
======= ======= =======

Supplement disclosure of non-cash
operating activities:
Non-cash withholding taxes receivable $ -- $ 2,189 $ (69)
======= ======= =======
Non-cash withholding taxes payable $ -- $(2,189) $ 69
======= ======= =======
Uncertain tax provision $ -- $ 1,166 $ (13)
======= ======= =======

Supplemental disclosure of non-cash
investing and financing activities:
Cashless exercise of stock options $ -- $ -- $ 14
======= ======= =======
Note receivable $ -- $ (625) $ --
------- ------- -------

Table 4
EBITDA and Adjusted EBITDA
(In thousands)

Three Months Ended
May 31, Feb. 28, May 31,
2008 2009 2009
------- ------- -------
1Q09 4Q09 1Q10

Net Loss $ (912) $(8,207) $(5,805)
Benefit from income taxes 427 2,956 1,902
Other income and (expenses) 81 (117) (39)
Depreciation & Amortization 1,294 1,250 1,627
Stock Compensation 1,616 1,849 262
Impairment of goodwill and intangible
assets -- 2,849 4,512
------- ------- -------
Adjusted EBITDA $ 1,490 $(5,098) $(1,267)
======= ======= =======
Non - GAAP Measure:

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 expense.
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.

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CONTACT: Premier Exhibitions, Inc.
Investor Contact:
John Stone, Chief Financial Officer
404.842.2600
john.stone@prxi.com