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Article by DailyStocks_admin    (05-27-08 03:34 AM)

The Daily Magic Formula Stock for 05/27/2008 is Premier Exhibitions Inc. According to the Magic Formula Investing Web Site, the ebit yield is 13% and the EBIT ROIC is >100 %.

Dailystocks.com only deals with facts, not biased journalism. What is a better way than to go to the SEC Filings? It's not exciting reading, but it makes you money. We cut and paste the important information from SEC filings for you to get started on your research on a specific company.


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Overview of our Business

We are in the business of developing and touring museum quality exhibitions. We are perhaps best known for our Titanic exhibitions which we conduct through our wholly-owned subsidiary RMS Titanic, Inc. and which honor the ill-fated ocean liner, RMS Titanic. The Titanic has continued to captivate the thoughts and imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in the North Atlantic Ocean on her maiden voyage. More than 1,500 of the 2,228 lives on board the Titanic were lost. The Titanic lies at 12,500 feet below the surface of the Atlantic Ocean, approximately 400 miles off the southern coast of Newfoundland.

Since 1994, we have maintained our Salvor-in-Possession status of the Titanic wreck and wreck site as awarded by a federal district court. As such, we have the exclusive right to recover 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 shipwreck. This includes oceanic material, metallurgical and scientific data, still photography and videotape (which has been converted to a digital format), as well as artifacts from the Titanic wreck site. We utilize this data and the artifacts for historical verification, scientific education and public awareness. We believe that our Salvor-in-Possession status puts us in the best position to provide for the archaeological survey, scientific interpretation, public awareness, historical conservation, and stewardship of the Titanic shipwreck.

Our Titanic exhibitions continue to tour throughout the world and have been viewed by more than 18 million people. We currently operate seven Titanic exhibitions, six of which are known as “Titanic: The Artifact Exhibition” and one of which is known as “Titanic Science.” We generate income through ticket sales, third party licensing, sponsorship and merchandise sales. We intend to continue presenting Titanic exhibitions throughout the world in an enlightening and dignified manner that embodies respect for all of those who sailed with her.

In 2004, we expanded our exhibitions beyond the Titanic into human anatomy exhibitions that explore the marvels of the human body. We currently operate seven human anatomy exhibitions, six of which are known as “Bodies...The Exhibition” and one of which is known as “Bodies Revealed.” We plan to present additional human anatomy-based exhibitions in the future.

We operate all of our exhibitions through wholly-owned subsidiaries. At this time, our wholly-owned subsidiary RMS Titanic, Inc. is operating our Titanic exhibitions. We also operate our human anatomy exhibitions through subsidiaries. We adopted this holding company structure in October 2004. Prior to that, we conducted all of our business activities, including our exhibitions, exclusively through RMS Titanic, Inc. In the future, we plan to conduct additional exhibitions, unrelated to the Titanic or human anatomy, and we expect to conduct those exhibitions through additional subsidiaries that we will organize as needed.

Through February 28, 2007, the end of our most recent fiscal year, we generated the majority of our revenue from activities related to our human anatomy exhibitions. Our principal sources of revenue are exhibition ticket sales, merchandise sales, licensing activities and sponsorship agreements.

Origins and History of the Company

Titanic Ventures Limited Partnership, or (“TVLP”), a Connecticut limited partnership, was formed in 1987 for the purposes of exploring the wreck of the Titanic and its surrounding oceanic areas. In August 1987, TVLP contracted with the Institute of France for the Research and Exploration of the Sea, or (“IFREMER”), to conduct an expedition and dive to the wreck of the Titanic. IFREMER is among the world’s largest oceanographic institutes and is owned by the French government. Using state-of-the-art technology provided by IFREMER, approximately 60 days of research and recovery operations were performed by TVLP at the Titanic wreck site through the use of a manned submersible named Nautile. Approximately 1,800 objects were recovered during the course of the 32 dives in that expedition. In addition to the recovery of historic objects, the 1987 expedition also produced approximately 140 hours of videotape footage and an estimated 7,000 still photographs of the wreck site. The French government subsequently conveyed to us title to these artifacts. In July 2004, the U.S. District Court for the Eastern District of Virginia concluded that such conveyance 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. On January 31, 2006, the Court of Appeals reversed and vacated the ruling of the lower court. This decision reconfirmed the validity of our title to the 1,800 artifacts recovered during the 1987 expedition.

On May 4, 1993, we acquired all the assets and assumed all the liabilities of TVLP. In June 1993, we successfully completed our second expedition to the Titanic wreck site, during which we recovered approximately 800 artifacts and produced approximately 105 hours of videotape footage over the course of fifteen dives. In July 1994, we recovered more than 1,000 objects and produced approximately 125 hours of videotape footage during our third expedition to the Titanic wreck site. In August 1996, we again recovered numerous objects and produced approximately 125 hours of videotape footage during our fourth expedition to the Titanic wreck site. In August 1998, we recovered numerous objects and produced approximately 350 hours of videotape footage during our fifth expedition to the Titanic wreck site. Among the highlights of our 1998 expedition were the successful recovery of the “Big Piece,” a section of the Titanic’s hull measuring approximately 26 feet by 20 feet and weighing approximately 15 tons, and extensive mapping of the Titanic and portions of the wreck site through the capture of thousands of high-resolution color digital photographs.

Our 1987, 1993, 1994, 1996, and 1998 Titanic expeditions were completed by charter agreements with IFREMER. Most of the objects recovered during those expeditions were ultimately transported to a privately owned conservation laboratory in France for restoration and preservation to prepare for exhibition. Certain of the objects that were recovered in 1987 as well as the “Big Piece,” recovered in 1998, went through their conservation processes in the United States. All of the artifacts not on exhibition are either in conservation or housed in our storage facility in Atlanta, Georgia.

During July and August of 2000, we conducted another expedition to the Titanic wreck site. During this expedition, we utilized the services of the P.P. Shirshov Institute of Oceanology of Moscow, which provided us with the research vessel Akademik Mstislav Keldysh and two manned submersibles, the MIR-1 and the MIR-2. This expedition consisted of a total of twenty-eight dives over a four-week period and resulted in the recovery of more than 900 objects from the wreck site, as well as the discovery of a new debris field. Among the artifacts recovered during this expedition were the ship’s wheel and stand, nine leather bags containing more than 100 objects, the whistle control timer from the navigation bridge, the main telegraph base and the docking bridge telephone. Also recovered were binoculars, a pair of opera glasses, sixty-five intact perfume ampoules, a camera, a bowler hat, a first class demitasse and dinner plate, a base for a cherub (likely from the ship’s grand staircase), as well as gilded wood from a balustrade.

In August and September 2004, we conducted our seventh expedition to the Titanic wreck site. Expedition 2004 departed from Halifax, Nova Scotia, Canada on August 25, 2004 and for the first time allowed us to rely exclusively on a deep ocean remotely operated vehicle, or ROV, that permitted the expedition to utilize round-the-clock underwater operations. In addition to the recovery of 75 historic artifacts from the Titanic wreck site, we discovered a new debris field that includes remnants from the first class a la carte restaurant. We plan to continue recovery work in the future through additional expeditions to the Titanic wreck-site.

During 2004, we expanded our exhibitions beyond the Titanic into human anatomy exhibitions, which explore the marvels of the human body. We currently operate one exhibition known as ‘Bodies Revealed” and six exhibitions known as “Bodies...The Exhibition.” We plan to present additional anatomy-based exhibitions in the future.

Our executive offices are located at 3340 Peachtree Road, NE, Suite 2250, Atlanta, Georgia 30326 and our telephone number is (404) 842-2600. We are a Florida corporation and maintain web sites located at www.prxi.com, www.rmstitanic.net, www.titanicscience.com, www.bodiesrevealed.com, and www.bodiestheexhibition.com. Information on our websites is not part of this report.

Exhibitions Operated by the Company

Titanic Exhibitions

Our Titanic exhibitions have been exhibited in more than 60 venues throughout the world, including venues in the United States, Canada, Germany, Norway, France, Greece, Japan, Switzerland, Chile, Argentina, China, Mexico and England. The following is a list of our Titanic exhibition locations and dates during the fiscal year ended February 28, 2007 (or “fiscal year 2007”):


• The Zappion, Athens, Greece (October 8, 2005 to March 1, 2006);

• St. Louis Science Center, St. Louis, Missouri (November 11, 2005 to April 15, 2006);

• The AT Center, Seoul, South Korea (December 3, 2005 to March 1, 2006);

• Queen Mary, Long Beach, California (December 17, 2005 to September 4, 2006);

• OshKosh Public Museum, OshKosh, Wisconsin (February 4, 2006 to April 30, 2006);

• Science Center of Iowa, Des Moines, Iowa (May 20, 2006 to August 20, 2006);

• Miami Museum of Science and Planetarium, Miami, Florida (March 25, 2006 to October 15, 2006);

• The Tropicana Resort and Casino, Las Vegas, Nevada (June 1, 2006 to an undetermined date);

• The Metreon, San Francisco, California (June 10, 2006 to January 28, 2007);

• El Paso Science Museum, El Paso, Texas (September 16, 2006 to February 25, 2007);

• Cincinnati Museum Center at Union Terminal, Cincinnati, Ohio (November 4, 2006 to May 13, 2007);

• Science Spectrum, Lubbock, Texas (October 5, 2006 to January 1, 2007);

• Foro Polanco, Mexico City, Mexico (October 16, 2007 to January 1, 2007);

• Atlanta Civic Center, Atlanta, Georgia (November 11, 2006 to May 6, 2007);

• Turtle Bay Exploration Park, Redding, California (February 24, 2007 to May 28, 2007); and

• Exploration Place, Wichita, Kansas (January 13, 2007 to March 25, 2007).

The following lists our Titanic exhibition locations and dates that, as of the date of this report, opened or have been announced during our fiscal year ending February 28, 2008 (or “fiscal year 2008”):


• Royal BC Museum, Victoria, British Columbia, Canada (April 14, 2007 to October 14, 2007);

• Visual Arts Center of Northwest Florida, Panama City, Florida (May 25, 2007 to September 3, 2007);

• Denver Museum of Nature & Science, Denver, Colorado (June 22, 2007 to January 6, 2008);

• Ontario Science Centre, Toronto, Canada (June 2, 2007 to January 6, 2008); and

• European tour beginning in Kiel, Germany (June 16, 2007 to an undetermined date).

We anticipate opening additional Titanic exhibitions during fiscal year 2008. Due to the uncertainties involved in the development and setup of exhibitions, the opening dates may vary and the exhibit locations may change.

“Bodies...The Exhibition” and “Bodies Revealed” Exhibitions

In March 2005, we acquired all of the membership interests in Exhibitions International, LLC, which enabled us to gain multi-year licenses and exhibition rights to multiple human anatomy exhibitions, each of which contains a collection of several whole human body specimens plus approximately 150 single human organs and body parts. We are presently in possession of eight sets of medical specimens, one of which is known as “Bodies Revealed” and seven of which are known as “Bodies...The Exhibition.” We acquired the rights to produce these exhibitions through separate exhibition agreements.

These specimens are assembled into anatomy-based exhibitions featuring preserved human bodies, and offer the public an opportunity to view the intricacies and complexities of the human body. The exhibitions include displays of dissected human bodies kept from decaying 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 keeps the flesh from decaying and maintains its natural look. Skin from the bodies is removed, or partially removed, to reveal musculoskeletal, nervous, circulatory, 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.

‘‘Bodies Revealed” debuted in August 2004 in Blackpool, England and was the first non-Titanic exhibition we produced. The following is a list of our “Bodies...The Exhibition” and “Bodies Revealed” exhibition locations during fiscal year 2007:


• “Bodies...The Exhibition,” Museum of Science and Industry, Tampa, Florida (August 18, 2005 to February 26, 2006; extended to September 5, 2006);

• “Bodies...The Exhibition,” South Street Seaport, New York, New York (November 19, 2005 to an undetermined date);

• “Bodies...The Exhibition,” Atlanta Civic Center, Atlanta, Georgia (March 4, 2006 to September 4, 2006);

• “Bodies Revealed,” Foro Polanco, Mexico City, Mexico (March 11, 2006 to September 11, 2006);

• “Bodies...The Exhibition,” Earl’s Court Exhibition Centre, London, England (April 12, 2006 to July 30, 2006);

• “Bodies...The Exhibition,” The Tropicana Resort and Casino, Las Vegas, Nevada (June 23, 2006 to an undetermined date);

• “Bodies...The Exhibition,” The Shops at Sunset Place, Miami, Florida (September 22, 2006 to March 25, 2007);

• “Bodies...The Exhibition,” 800 Pike Street (across from the Washington State Convention Center), Seattle, Washington (September 30, 2006 to April 29, 2007);

• “Bodies Revealed,” Campus De La Salud, Echnoligico de Monterrey, Monterrey, Mexico (September 29, 2006 to January 1, 2007);

• “Bodies...The Exhibition,” Beurs van Berlage Concert and Conference Hall, Amsterdam, The Netherlands (November 25, 2006 to April 14, 2007); and

• “Bodies Revealed,” OCA Ibirapuera Park, Sao Paulo, Brazil (February 28, 2007 to July 29, 2007).

The following lists our “Bodies...The Exhibition” and “Bodies Revealed” exhibition locations, as of the date of this report, that opened or have been announced during fiscal year 2008:


• “Bodies...The Exhibition,” The Streets at Southpoint, Durham, North Carolina (April 5, 2007 to an undetermined date);

• “Bodies...The Exhibition,” 1101 Wilson Boulevard (the former Newseum site), Arlington, Virginia (Washington, D.C. Metro Area) (April 14, 2007 to an undetermined date);

• “Bodies...The Exhibition,” Westfield UTC, San Diego, California (May 12, 2007 to an undetermined date);

• “Bodies...The Exhibition,” Carnegie Science Center, Pittsburgh, Pennsylvania (October 1, 2007 to an undetermined date);

• “Bodies...The Exhibition,” Palacio dos Condes do Restelo, Lisbon, Portugal (May 5, 2007 to an undetermined date); and

• “Bodies...The Exhibition,” Lucerna, Prague, Czech Republic (May 5, 2007 to an undetermined date).

We anticipate opening additional “Bodies...The Exhibition” and “Bodies Revealed” exhibitions during fiscal year 2008. Due to the uncertainties involved in the development and setup of exhibitions, opening dates may vary and exhibition locations may change.

Co-Production Agreements

On September 20, 2006, we finalized the terms of an agreement pursuant to which we agreed to work with Sam Tour (USA), Inc., JAM Exhibitions, LLC and Concert Productions International, which we refer to collectively as “JAM”, to jointly present several of our human anatomy exhibitions. Pursuant to the agreement, we agreed to present at least nine human anatomy exhibitions jointly with JAM in the following locations: Tampa, New York, Atlanta, Mexico City, Seattle, Las Vegas, Amsterdam, Washington D.C. and San Diego. At this time, the exhibitions in Tampa, Atlanta, Mexico City, Seattle and Amsterdam have been completed successfully and have closed, the exhibitions in New York, Las Vegas and Washington D.C. have commenced and are currently open, and the exhibition in San Diego is expected to open on or about May 12, 2007. Previously, we had worked with JAM in accordance with an April 2005 term sheet that we terminated on September 7, 2006.

Our September 20, 2006 agreement with JAM does not include certain of our human anatomy exhibitions which we are presenting independently or under separate license agreements and located in Monterrey, Mexico; Miami; Sao Paulo, Brazil; Lisbon, Portugal; Prague, Czech Republic; Pittsburgh; and Durham. In addition, the JAM agreement provides that, for the one-year period following the closing of the last jointly presented exhibition, JAM will not compete directly or indirectly with us in the presentation of a human anatomy exhibition.

Additional Exhibitions

We intend to develop and present new exhibitions in the future, including additional exhibitions both related and unrelated to the Titanic or to human anatomy.

Merchandising

We earn revenue from the sale of merchandise, such as catalogs, posters and Titanic-related jewelry. We have a contractual relationship with Event Management, Inc., which is an unaffiliated company that operates gift shops at exhibitions and other locations. Event Management sells our merchandise at exhibitions, as well as through its web site and its other distribution channels. In connection with these sales, we receive 30% of the net sale proceeds, and we receive license fees from Event Management for the use of our names and logos. We publish exhibition catalogs, which are sold at our exhibition gift shops.

In addition, we have developed several retail products utilizing coal recovered from the Titanic. We intend to continue developing products to increase our merchandising revenues.

Titanic Expeditions

With the depth of the Titanic wreck approximately two and one-half miles below the surface of the North Atlantic Ocean, we are dependent upon chartering vessels outfitted with highly advanced deep sea technology in order to conduct expeditions to the wreck site. In our 1987, 1993, 1994, 1996, and 1998 expeditions, we entered into charter agreements with IFREMER, pursuant to which IFREMER supplied the crew and equipment necessary to conduct research and recovery efforts. In addition to utilization of the research vessel Nadir, recovery efforts were undertaken through the manned submersible Nautile. Small, hard-to-reach areas necessary for visual reconnaissance efforts were accessed by a small robot, known as Robin, controlled by crewmen on board the Nautile. The dive team had the capability of retrieving both heavy objects, such as a lifeboat davit weighing approximately 4,000 pounds, and fragile objects weighing only a few ounces. Because of the immense pressure of approximately 6,000 pounds per square inch at the depth of the wreck site, it is impossible for a dive team to reach such depths and explore the wreck site through any means other than a submersible or a remotely operated vehicle. The Nautile and Robin were each equipped with video and still cameras that recorded all recovery and exploration efforts. In connection with our 1987, 1993, 1994, 1996, 1998, 2000, and 2004 expeditions to the wreck site, we engaged maritime scientists and other professional experts to assist in the exploration and recovery efforts.

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. Research and recovery efforts with a manned submersible are presently limited to the availability and the co-operation with the Nautile through charter arrangements with IFREMER and MIR I and MIR II using charter arrangements with P.P. Shirshov Institute of Oceanology. To our knowledge, no other manned submersible with the capability of reaching the depth of the Titanic is presently available commercially; however there are a number of remotely operated vehicles available for hire. Based upon our experience with the 2004 expedition, remotely operated vehicles are a viable alternative to manned submersibles. The availability of remotely operated vehicles has substantially increased our flexibility in chartering for future expeditions.

Restoration and Conservation of Titanic Artifacts

Upon recovery from the Titanic wreck site, artifacts are in varying states of deterioration and fragility. Having been submerged in the depths of the ocean for up to 95 years, objects have been subjected to the corrosive effects of chlorides present in seawater. The restoration of many of the metal, leather and paper artifacts requires the application of sophisticated electrolysis and other electrochemical techniques. Some of the artifacts recovered from the 1987 expedition were stabilized and conserved by the laboratories of Electricite de France, a French government-owned utility. Many of the artifacts recovered from the 1987, 1993, 1994, 1996 and 1998 expeditions have undergone conservation processes at LP3, a privately-owned conservation laboratory in Semur-en-Auxois, France. When not being exhibited or not being conserved at other conservation facilities, almost all of our Titanic artifacts are housed in our conservation and warehouse facility located in Atlanta, Georgia.

Science and Archaeology Related to the Titanic

The Titanic was a great ocean liner, which bequeathed to the world a classic story of tragedy at sea. Today, this shipwreck is treated as an archaeological site, historic structure, attraction for adventure tourism, ecological phenomenon, international memorial, and as valuable property to be recovered and shared with humanity. With the exception of adventure tourism, we believe that all of these purposes are legitimate and beneficial to society. We also believe that the multiple values associated with the Titanic and its status as a social and cultural icon demand the attention of many experts in scientific interpretation and stewardship of the site. We have developed a partnership with the Center for Maritime & Underwater Resource Management, a nonprofit corporation, for services in archaeology, scientific research, and resource management to aid in stewardship of the Titanic wreck site.

We hope to work with the U.S. government and the P.P. Shirshov Institute of Oceanology to present our collection of knowledge and cultural materials to researchers, educators, and other audiences in the form of scientific reports, an associated interactive web site, and other intellectual products that advance our purposes. Revenues from the sale of these intellectual products are expected to at least meet the total production costs. The scientific reports will integrate the results of all expeditions to the Titanic wreck site since its discovery. In addition, the publication will include the first comprehensive site plan of the Titanic, which will assist in determining future products in research, materials conservation and education. The interactive web site will present this scientific knowledge as well as the entire collection of Titanic-related cultural materials.

CEO BACKGROUND

Douglas Banker , age 55, has more than 30 years of experience in the entertainment industry, including providing management services to musicians and recording artists; marketing, merchandising, licensing, and sales of music media products; and the development and management of concerts and similar events. Mr. Banker also has authored several significant software programs that have achieved commercial success and has been involved with the management of the enterprises created for their commercialization. Mr. Banker was president of the board of the Motor City Music Foundation in Detroit, Michigan from 1996 to 2000

Stephen Couture , age 37, has served as our vice president and chief financial officer since February 2006. Previously and since 1996, Mr. Couture had been a partner and principal in Couture & Company, Inc., a private corporate financial consulting firm formed in 1973 by his late father. As a partner and principal of Couture & Company, Mr. Couture had been involved in public offerings, mergers and acquisitions, venture capital transactions, reorganizations and the financial management of a number of growth enterprises. In such capacity, Mr. Couture also provided financial management services to a diversified group of clients in the manufacturing, logistics, distribution, exhibition, entertainment, retail, service, product development and high technology sectors. Mr. Couture holds a B.S. degree in Management Systems from Rensselaer Polytechnic Institute and an M.B.A. degree in Finance and Accounting from The University of Tampa

N. Nick Cretan , age 71, has more than 30 years of management experience, including as the chief operating officer of the non-profit Maritime Association of the Port of New York and New Jersey, a trade association to develop and promote the Port of New York and New Jersey. Mr. Cretan retired from this position in 2004. He also serves as the president of Friends of the Statue of Liberty, Ellis Island Foundation, president of Friends of Gateway National Parks Foundation and Trustee of the United Seaman’s Service. Previously, he served as deputy director of the San Francisco Marine Exchange, as staff assistant at the National Federation of Independent Business and as Executive Director of the American Merchant Marine Memorial Foundation

Arnie Geller , age 66, serves as our chairman of the board of directors as well as our president and chief executive officer. Mr. Geller has served as a director of ours since May 1999, and he was appointed chairman of the board of directors in October 2005. Mr. Geller also served as our president from May 1993 to May 1995. He was reappointed as our president and chief executive officer in November 1999 and has continued to serve us in that capacity since such time. Prior to 1993, for approximately 27 years, Mr. Geller had principally been engaged in various executive capacities in the record industry. Mr. Geller was a self-employed corporate consultant prior to his reappointment as our president and chief executive officer in 1999

Alan Reed , age 50, is the founder of Reed Financial Corporation, a firm created in 2002 to provide accounting and business advisory services. From 1983 to 2002, Mr. Reed was President of Alan B. Reed, CPA, P.C., an accounting firm specializing in the entertainment industry. From 1983 to 1993, Mr. Reed was president of Personal Business Management Services, Inc., a company that acted as an independent manager of federally insured credit unions. In this capacity Mr. Reed also assisted in the liquidation of several credit unions. Mr. Reed worked as a senior accountant with the firm of Zeiderman & Edelstein, P.C. in New York City from 1980 to 1982. From 1979 to 1980, Mr. Reed was a junior accountant with the entertainment accounting firm of Gelfand Bresslauer Rennert & Feldman in New York City. Mr. Reed graduated from Boston University, with a B.S. degree in Accounting

COMPENSATION

Cash compensation

Each of our independent directors is paid a $1,000 per diem board of directors meeting fee for in person attendance, and a $300 per diem meeting fee for telephonic attendance, at board of directors and committee meetings.

In addition, the chairman of our audit committee receives an additional $2,500 annually, and the chairman of each of our compensation committee and our corporate governance and nominating committee receives an additional $2,000 annually.

Stock compensation

We presently compensate each director by issuing 25,000 shares of our common stock upon appointment as a director and by issuing an option to purchase 75,000 shares of our common stock every three years (with the first such grant made upon appointment as a director) under the Amended and Restated Premier Exhibitions 2004 Stock Option Plan (referred to as our Stock Option Plan). The purpose of the grant of such shares and options is to align the interests of our directors with those of our shareholders.

Other Director Compensation

We presently reimburse each director for medical insurance. We also pay the annual premium for long-term care insurance for N. Nick Cretan. The amount that we paid for such insurance on behalf of Mr. Cretan during fiscal year 2007 is set forth below in the 2007 Director Summary Compensation Table in the “All Other Compensation” column.

(1) 25,000 shares of our common stock were issued to Mr. Reed upon his appointment as a director. The dollar value of such stock award was calculated in accordance with Statement of Financial Accounting Standards No. 123 (revised), Share-Based Payment (referred to as SFAS No. 123R) on the same basis as disclosed in footnote 2 to the 2007 Summary Compensation Table on page 20.

(2) These stock option awards were granted to our independent directors under our Stock Option Plan. The dollar values of the stock options shown in this column were calculated in accordance with SFAS No. 123R, on the same basis as disclosed in footnote 2 to the 2007 Summary Compensation Table on page 20. Such valuation method values stock options granted during fiscal year 2007 and previous years.

(3) During fiscal year 2006, our directors were granted stock options that were subject to shareholder approval of our Stock Option Plan. Such approval was obtained at our 2006 annual meeting of shareholders on August 18, 2006. Pursuant to such grants, each director was granted an option to purchase 75,000 shares of our common stock. All such options vest over a three-year period. The options granted to Mr. Banker and Mr. Cretan have an exercise price equal to $3.65, that being the closing price of our common stock on January 27, 2006 (the date such options were approved by our board of directors). The grant date fair value computed in accordance with SFAS No. 123R for each such award to Mr. Banker and Mr. Cretan was $250,832. The options granted to Mr. Reed have an exercise price equal to $3.95, that being the closing price of our common stock on February 21, 2006 (the date Mr. Reed was appointed as a director and that such options were approved by the board of directors). The grant date fair value computed in accordance with SFAS No. 123R for such award to Mr. Reed was $271,448.

(4) As of February 28, 2007, our independent directors had outstanding stock options in the following amounts: Douglas Banker — 225,000, N. Nick Cretan — 225,000 and Alan Reed — 52,084. Information about the number of outstanding stock options held as of February 28, 2007 by Stephen Couture and Arnie Geller is set forth in the Outstanding Equity Awards at February 28, 2007 table on page 23.

(5) The amounts shown in this column for Mr. Banker and Mr. Reed reflect payments that we made to each such director for medical insurance. The amount shown in this column for Mr. Cretan includes $8,062 that we paid for medical insurance and $14,375 that we paid for long-term care insurance.

Director Attendance at Annual Meetings

Our policy is that all directors, absent special circumstances, should attend the company’s annual shareholder meetings. All of our directors attended our 2006 annual meeting of shareholders.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee: (i) was an officer or employee of ours or any of our subsidiaries during fiscal year 2007; (ii) was formerly an officer of ours or any of our subsidiaries; or (iii) had any relationship requiring disclosure in this proxy statement pursuant to Securities and Exchange Commission rules. In addition, none of our executive officers served: (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (ii) as a director of another entity, one of whose executive officers served on our compensation committee; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of our company.

MANAGEMENT DISCUSSION FROM LATEST 10K

Business Overview

We have been developing and touring first class museum quality exhibitions since 1993. Effective on October 14, 2004, we began to operate our business through our parent company, Premier Exhibitions, Inc. and our wholly-owned subsidiaries. Previously, we conducted our business through RMS Titanic, Inc., which is now our wholly-owned subsidiary. Presently our business consists of exhibitions based on the RMS Titanic and on human anatomy. We intend to present different exhibitions in the future, both related and unrelated to the Titanic and human anatomy.

As we continue to manage our own Titanic exhibitions directly, and with the expansion of our exhibitions to include anatomy-based exhibitions, we expect our operations to continue to be profitable. In addition, we are focusing on opportunities for future growth of our business by, among other things, developing and presenting new exhibitions in the future both related and unrelated to the Titanic or human anatomy. We are a major exhibitor of museum quality exhibitions and we intend to continue to implement and expand upon our present strategy.

Key Exhibitions

Titanic Exhibitions

Until our 2007 fiscal year, we derived most of our revenue from our Titanic exhibitions. Our wholly-owned subsidiary, RMS Titanic, Inc., operates our Titanic exhibitions and for fiscal 2007, approximately 28% of our revenue was derived from Titanic exhibitions. RMS Titanic, Inc. is the only company permitted by law to recover objects from the wreck of the Titanic. The ocean liner Titanic sank approximately 400 miles off the southern coast of Newfoundland on April 15, 1912. The wreck lies 12,500 feet below the surface of the Atlantic Ocean. We have obtained oceanic material and scientific data available in various forms, including still photography, videotape and artifacts from the wreck site and are utilizing this data and the artifacts for historical verification, scientific education and public awareness. These activities generate revenue for us via ticket sales, third party licensing, sponsorship and merchandise sales for our multiple museum quality exhibitions that tour the world.

Our Titanic exhibitions have been exhibited in more than sixty venues throughout the world, including venues in the United States, Canada, Germany, Norway, France, Greece, Japan, Switzerland, Chile, Argentina, China, Mexico and England.

“Bodies...The Exhibition” and “Bodies Revealed” Exhibitions

In 2004, we leveraged our experience in the exhibition business and expanded our operations to conduct human anatomy exhibitions unrelated to the Titanic. For fiscal year 2007, approximately 72% of our revenue was derived from human anatomy exhibitions. We are already in possession of eight sets of specimens, one of which is known as “Bodies Revealed” and seven of which are known as “Bodies...The Exhibition.”

These specimens are assembled into anatomy-based educational exhibitions featuring preserved human bodies, and offer the public an opportunity to view the intricacies and complexities of the human body. The exhibitions include displays of dissected human bodies kept from decaying through a process called polymer preservation, also known as plastination. The bodies are drained of all fat and fluids, which are replaced with polymers, such as silicone rubber, epoxy and polyester. This keeps the flesh from decaying and maintains its natural look. Skin from the bodies is removed, or partially removed, to reveal musculoskeletal, nervous, circulatory, reproductive and digestive systems. The full body specimens are complemented 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.

“Bodies Revealed” debuted in August 2004 in Blackpool, England and was our first non-Titanic exhibition. We expanded our human anatomy exhibition business by creating seven additional exhibitions known as “Bodies...The Exhibition.” Our human anatomy exhibitions promote scientific education and public awareness of the human body. These activities generate revenue for us via ticket sales, licensing, sponsorship, and merchandise sales.

Co-Production Agreements

On September 20, 2006, we finalized the terms of an agreement pursuant to which we agreed to work with Sam Tour (USA), Inc., JAM Exhibitions, LLC and Concert Productions International, referred to collectively as “JAM”, to jointly present several of our human anatomy exhibitions. Previously, we had worked with JAM in accordance with an April 2005 term sheet that we terminated on September 7, 2006.

Pursuant to the agreement, we agreed to present at least nine human anatomy exhibitions jointly with JAM in the following locations: Tampa, New York, Atlanta, Mexico City, Seattle, Las Vegas, Amsterdam, Washington D.C. and San Diego. At this time, the exhibitions in Tampa, Atlanta, Mexico City, Seattle and Amsterdam have been completed successfully and have closed, the exhibitions in New York, Las Vegas and Washington D.C. have commenced and are currently open, and the exhibition in San Diego is expected to open on or about May 12, 2007. We are also working with JAM on additional exhibitions, determined on a case-by-case basis.

With respect to each exhibition we jointly present with JAM, we are responsible for producing the exhibition, as well as exhibition design, fabrication and installation, and exhibitry and specimens, and JAM is responsible for marketing and operations. JAM finances all costs of each jointly presented exhibition. After JAM has recouped its costs from an exhibition’s revenue, the profits from such exhibition are split equally between us and JAM. Thereafter, additional profits are calculated on a scale that favors us (e.g., up to 70% of exhibition profits are allocated to us, except for the Las Vegas exhibition where we are entitled to 80% of exhibition profits). In addition, JAM paid us a $500,000 license fee for the Seattle exhibition (exhibition six) and a $1,000,000 license fee for the Amsterdam exhibition (exhibition seven). If a jointly presented exhibition is extended beyond six months, JAM will pay us additional fees equal to $83,333 per month (determined on a pro rata basis) with respect to such extended exhibition.

Our September 20, 2006 agreement with JAM does not include certain of our human anatomy exhibitions which we are presenting independently or under separate license agreements in Monterrey, Mexico; Miami; Sao Paulo, Brazil; Lisbon, Portugal; Prague, Czech Republic; Pittsburgh; and Durham. In addition, the JAM agreement provides that, for the one-year period following the closing of the last jointly presented exhibition, JAM will not compete directly or indirectly with us in the presentation of a human anatomy exhibition.

Results of Operations

Year Ended February 28, 2007 as Compared to Year Ended February 28, 2006

During the fiscal year ended February 28, 2007, our revenue increased approximately 131% to $30,087,000 as compared to $13,041,000 in the year ended February 28, 2006. This increase was primarily attributable to an increase in exhibition revenue of approximately 137% to $28,916,000 during the year ended February 28, 2007 as compared to $12,217,000 for the year ended February 28, 2006. This increase in exhibition revenue reflects an increase in the number of locations of our directly managed Titanic exhibitions from five in the prior year period to seven in the current year. In addition, our five operating “Bodies...The Exhibition” and one “Bodies Revealed” exhibitions contributed significant revenue for the year ended February 28, 2007. During the year ended February 28, 2006 we had two operating “Bodies...The Exhibition” and one “Bodies Revealed” exhibitions. During the year ended February 28, 2007, our Titanic exhibitions contributed approximately 28% of our revenue and our “Bodies...The Exhibition” and “Bodies Revealed” exhibitions contributed approximately 72% of our revenue.

Merchandise and other revenue increased approximately 47% from $722,000 to $1,061,000, during the year ended February 28, 2006 as compared to the year ended February 28, 2007. This increase is attributable to an increase in the number of locations of our Titanic exhibitions with gift shops that sell our merchandise to seven as compared to five in the prior year period. Our sale of coal recovered from the Titanic increased to $110,000 from $102,000, or approximately 8%, during the year ended February 28, 2007 as compared to the year ended February 28, 2006.

We incurred exhibition costs of $7,707,000 and $2,672,000 for the years ended February 28, 2007 and 2006, respectively. Titanic exhibition costs primarily relate to costs directly associated with presenting our exhibitions, usually at museum venues for which we incur costs for advertising, marketing, promotion and installation and removal of exhibitry and artifacts. Exhibition costs related to our anatomical exhibitions primarily consist of the rental costs of the specimens as well as, costs directly associated with presenting our own exhibitions, costs for advertising, marketing, promotion, operations and administration, installation and removal of exhibitry and specimens, and venue rent. Exhibition costs as a percentage of exhibition revenues were 27% and 22%, respectively, for the years ended February 28, 2007 and 2006. We had an increase in exhibition costs during the year ended February 28, 2007 primarily as a result of our anatomical exhibits for which we incur rental costs for the specimens in each exhibition. We also had exhibition costs in the current fiscal year related to presenting our own anatomical exhibitions independently without JAM, where we incurred all related exhibition costs.

During the year ended February 28, 2007, our gross profit increased approximately 116% to $22,185,000 as compared to $10,257,000 in the year ended February 28, 2006. Gross profit was 74% and 79% of revenue for the years ended February 28, 2007 and 2006, respectively. This decrease in the gross profit percentage was principally attributable to an increase in the number of our independent anatomical exhibitions during the year ended February 28, 2007. As we present our own anatomical exhibitions without third party participation, we will incur all related exhibition costs, which will further reduce our gross margin percentage. However, under the JAM arrangement, JAM incurred the majority of the related exhibition costs and remitted our share of the exhibition profit to us, which ranged from 50/50 to 80/20 in our favor. As we present more of our anatomical exhibitions without third party participation, there will be no profit sharing and we will retain up to 100% of the gross profit.

Our general and administrative expenses increased to $9,773,000 from $6,620,000, or approximately 48%, during the year ended February 28, 2007 as compared to the year ended February 28, 2006. This increase is primarily attributable to increased personnel necessary to organize, administer, and manage our exhibitions. We also recorded additional non-cash charges in the form of stock compensation costs of approximately $2,241,000 during the year ended February 28, 2007. We fully charge our operations for stock options issued in the year such options are granted, subject to vesting schedules.

Our depreciation and amortization expenses increased $549,000 or 56% to $1,529,000 during the year ended February 28, 2007 as compared to $980,000 for the year ended February 28, 2006. This increase primarily reflects additional investments made in fixed assets for our exhibitions, primarily consisting of exhibitry. Depreciation expense was $770,000 and $395,000 during the years ended February 28, 2007 and 2006, respectively. In addition, amortization expense associated with amortization of exhibition licenses was $759,000 and $585,000 during the years ended February 28, 2007 and 2006, respectively.

We recorded a $350,000 charge for the settlement of a dispute related to commissions under an alleged agency agreement during the year ended February 28, 2007. This settlement requires us to make five installment payments of $70,000, which installment payments commenced June 2006 and continue every six months thereafter until June 2008.

On February 28, 2007, our wholly-owned subsidiary RMS Titanic, Inc. entered into a sale agreement with Seaventures Ltd. pursuant to which Seaventures Ltd. acquired all of its ownership interest in the RMS Carpathia for $3,000,000. Of such amount, $500,000 was paid to us on the date the sale agreement was entered into, with the balance of the purchase price being due and payable by Seaventures Ltd. to the Company on or before February 29, 2008. We recorded a gain on the sale of artifacts of $1,626,000 as a result of this sale. Also, on February 28, 2007, Seaventures Ltd. purchased an option from the Company to present the first exhibition of objects recovered from the RMS Carpathia together with certain of the Company’s RMS Titanic artifacts. The Company received payment of $1,500,000 from Seaventures Ltd. for the sale of this option. The principal of Seaventures Ltd., Joseph Marsh, is also a holder of more than 5% of our common stock. The above referenced agreements were negotiated by us on an arm’s length basis.

We realized income from operations of $12,159,000 during the year ended February 28, 2007 as compared to income of $2,573,000 from operations in the prior year. We attribute this increase in income from operations to the increase in the number of our ongoing Titanic exhibitions and a greater contribution from an increase in the number of our ongoing “Bodies...The Exhibition” and “Bodies Revealed” exhibitions. As of February 28, 2007, we had 13 individual exhibitions being presented (seven Titanic and six Bodies exhibitions), as compared to eight individual exhibitions in the same prior year period (five Titanic and three Bodies exhibitions).

Interest income of $224,000 was primarily associated with interest earned on our bank cash balances during the year ended February 28, 2007. We incurred interest expense of $51,000 and $47,000 for the years ended February 28, 2007 and 2006. Interest expense primarily pertained to interest payments made by us under a shareholder loan of $500,000 that we incurred in 2004 that supplemented our capital needs as we transitioned to the direct management of an increasing number of our exhibitions. This loan was repaid in April 2006.

We realized net income before provision for income taxes of $12,369,000 for the year ended February 28, 2007 as compared to net income before provision for income taxes of $2,779,000 in the prior year period. Our provision for income taxes was $4,948,000 or 40% for the year ended February 28, 2007. We recorded a benefit for income taxes of $2,504,000 during the year ended February 28, 2006 relating to the realizability of our net operating loss carryforwards during our fiscal year ended February 28, 2007. We realized net income of $7,421,000 during the year ended February 28, 2007 as compared to net income of $5,283,000 in the prior year.

Basic and diluted income before provision for income taxes per common share for the year ended February 28, 2007 was $0.45 and $0.40, respectively. Basic and diluted income before provision for income taxes per common share for the year ended February 28, 2006 was $0.12 and $0.10, respectively. We believe that basic and diluted income before provision for income taxes is relevant for comparability purposes since there was a provision for income taxes in the year ended February 28, 2007 and a benefit for income taxes in the year ended February 28, 2006.

Basic income per common share for each of the years ended February 28, 2007 and 2006 was $0.27 and $0.22, respectively. The basic weighted average shares outstanding for each of the years ended February 28, 2007 and 2006 was 27,674,221 and 24,081,186, respectively. Diluted income per common share for each of the years ended February 28, 2007 and 2006 was $0.24 and $0.19, respectively. The diluted weighted average shares outstanding for the years ended February 28, 2007 and 2006 was 31,047,056 and 28,230,491, respectively.

MANAGEMENT DISCUSSION FOR LATEST QUARTER

The Quarter Ended November 30, 2007 Compared to the Quarter Ended November 30, 2006
During the quarter ended November 30, 2007, our revenue increased approximately 111% to $16,735,000 as compared to $7,946,000 in the quarter ended November 30, 2006. This increase was primarily attributable to an increase in exhibition revenue of approximately 113% to $16,311,000 during the quarter ended November 30, 2007 as compared to $7,659,000 for the quarter ended November 30, 2006. This increase in exhibition revenue is primarily attributed to our operation of ten concurrent human anatomy exhibitions which contributed significantly to revenue in the quarter. In the quarter ended November 30, 2006 we operated five human anatomy exhibitions. We also had six Titanic exhibitions operating during the current quarter compared to seven in the prior year’s quarter. As a result of venue changes, the number of exhibitions actually in operation throughout a fiscal period may be different than the number of exhibitions we can operate concurrently. Our Titanic exhibitions contributed approximately 13% of our revenue, while our human anatomy exhibitions contributed approximately 87% of our revenue during the quarter ended November 30, 2007.

Merchandise and other revenue increased approximately 56% to $410,000 during the quarter ended November 30, 2007, as compared to $262,000 during the quarter ended November 30, 2006. Merchandise and other revenue is primarily related to Titanic merchandise sold to our merchandising partner and our portion of the profit from merchandise sold at gift shops operated by our merchandising partner at our Titanic exhibitions. Our sale of coal recovered from the Titanic decreased to $14,000 from $25,000, or approximately 44%, during the quarter ended November 30, 2007 as compared to the quarter ended November 30, 2006.
We incurred exhibition costs of $5,172,000 and $1,867,000 for the quarters ended November 30, 2007 and 2006, respectively. Exhibition costs primarily relate to our human anatomy exhibitions and consist of the licensing costs of the specimens, as well as costs directly associated with presenting our own exhibitions, costs for advertising, marketing, promotion, operations and administration, installation and removal of exhibitry and specimens, and venue rent. Exhibition costs as a percentage of exhibition revenues were 32% and 24% for the quarters ended November 30, 2007 and 2006, respectively. We had an increase in exhibition costs during the quarter ended November 30, 2007 primarily as a result of the increase in the number of our human anatomy exhibitions for which we incur specimen rental costs. We also had exhibition costs in the current quarter related to presenting certain human anatomy exhibitions independently, where we incurred all related direct costs of each independently presented exhibition, including advertising, marketing, promotion, operations and administration, installation and removal of exhibitry and specimens, and venue rent.
During the quarter ended November 30, 2007, our gross profit increased approximately 91% to $11,530,000 as compared to $6,045,000 in the quarter ended November 30, 2006. Gross profit was 69% and 76% for the quarters ended November 30, 2007 and 2006, respectively. This decrease in gross profit percentage was principally attributable to an increase in the number of independent anatomical exhibitions we presented during the quarter ended November 30, 2007. When we present our own anatomical exhibitions without third party participation, we incur all related exhibition costs, which reduces our gross margin percentage. However, under our agreement with JAM, JAM incurs the majority of the related exhibition costs and remits our share of exhibition profits to us. When we present our anatomical exhibitions without third party participation, profit sharing does not take place and we retain all of the gross profit.
Our general and administrative expenses increased to $6,934,000 from $2,105,000, or approximately 229%, during the quarter ended November 30, 2007 as compared to the quarter ended November 30, 2006. This increase is primarily attributable to an increase in the number of personnel necessary to organize, administer, and manage our exhibitions. We also recorded additional non-cash charges in the form of stock compensation costs of approximately $2,378,000 during the quarter ended November 30, 2007 compared to $619,000 during the quarter ended November 30, 2006. We fully charge our operations for stock options granted in the period such options are granted, subject to vesting schedules.
Our depreciation and amortization expenses increased $273,000, or 80%, to $614,000 during the quarter ended November 30, 2007 as compared to $341,000 for the quarter ended November 30, 2006. This increase primarily reflects additional investments made in fixed assets for our exhibitions, and principally consists of exhibitry. Depreciation expense was $401,000 and $152,000 during the quarters ended November 30, 2007 and 2006, respectively. In addition, amortization expenses associated with amortization of exhibition licenses was $213,000 and $189,000 during the quarters ended November 30, 2007 and 2006, respectively.
We realized income from operations of $3,982,000 during the quarter ended November 30, 2007 as compared to income from operations of $3,599,000 in the same prior year period. We attribute this increase in income from operations to the increase both in the number of our ongoing Titanic exhibitions and in the number of our ongoing human anatomy exhibitions. During the quarter ended November 30, 2007, we had sixteen concurrent exhibitions being presented (six Titanic and ten human anatomy exhibitions), as compared to thirteen concurrent exhibitions being presented in the same prior year period (seven Titanic and six human anatomy exhibitions).
Interest income of $289,000 was primarily associated with interest earned on our bank cash balances during the quarter ended November 30, 2007. We had interest income and interest expense of $55,000 and $12,000, respectively for the quarter ended November 30, 2006. Interest expense in the prior year’s quarter was related to interest payments made by us under a $500,000 shareholder loan we incurred in 2004 in anticipation of our capital needs as we transitioned to the direct management of an increasing number of our exhibitions. This loan was repaid in April 2006.
We realized net income before provision for income taxes of $4,271,000 for the quarter ended November 30, 2007 as compared to net income before provision for income taxes of $3,667,000 in the same prior year period. Our provision for income taxes was $1,541,000 and $1,467,000 for the quarters ended November 30, 2007 and 2006, respectively. Our effective tax rate for the quarters ended November 30, 2007 and 2006 was 36% and 40%, respectively. The effective rates are different from the statutory rates due to permanent tax adjustments and changes in the estimated state income tax rates. We realized net income of $2,730,000 during the quarter ended November 30, 2007 as compared to net income of $2,200,000 in the same prior year period.
Basic income per common share for the quarters ended November 30, 2007 and 2006 was $0.09 and $0.08, respectively. The basic weighted average shares outstanding for the quarters ended November 30, 2007 and 2006 was 30,047,900 and 28,310,105, respectively. Diluted income per common share for the quarters ended November 30, 2007 and 2006 was $0.08 and $0.07, respectively. The diluted weighted average shares outstanding for the quarters ended November 30, 2007 and 2006 was 34,097,129 and 31,881,095, respectively.


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Edited by Anonymous on 09-08-08 08:27 PM. Reason for edit: AGnImmGKZvHnBGwpcX

 
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