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Executives

Chris Davino – President and CEO

Mike Little – CFO

Brian Wainger – Chief Legal Counsel and VP, Business Affairs

Analysts

Norman Klein – Private Investor

Edward Petner – Petner Asset Management

Stephanie Haggerty – Register Financial

Ethan Star [ph]

Premier Exhibitions, Inc. (PRXI) F1Q 2012 Earnings Call July 12, 2011 5:30 PM ET

Operator

Good afternoon and welcome to the Premier Exhibitions Fiscal 2012 First Quarter Earnings Results conference. Today’s call is being recorded. I would like to remind everyone that the company will be making forward-looking statements on today’s call. These forward-looking statements are based on current expectations and are subject to a number of risks and uncertainties and are not guaranteed of future performance. Undue reliance should not be placed upon them as actual results might differ materially.

Please refer to the risk factors identified in the company’s Form 10-K for the period ended February 28th, 2011 and subsequent filings with the Securities and Exchange Commission for more detailed discussion of the risks that may have a direct bearing on the company’s operating results, performance and financial condition.

And now, I’d like to turn the call over to Chris Davino, President and Chief Executive Officer of Premier Exhibitions Incorporated. Please go ahead.

Chris Davino

Good afternoon everyone. Thank you for taking the time to join us today. I want to begin by welcoming Mike Little, introducing Mike as our new CFO. We’re thrilled to have Mike on the team. He brings more than 20 years of experience both as a financial executive and as an industry professional having spent a large portion of his career probably with sales entertainment including most recently as CFO.

We’re confident Mike will be an important contributor to the team as we continue to look to improve profitably and continue to grow the company on a go forward basis. I’m not going to spend lot of time today reviewing our current strategic focus [ph] or discussing our recent efforts to reduce the Bodies inventory and scale back the infrastructure as we’ve really covered those topics in some detail on our prior call. Obviously I’m prepared and Mike is prepared to answer any questions anyone has about those matters at the end, but what I would say in summary is that the first quarter results reflect at least in my judgment, a substantial progress towards rationalizing operations and stripping costs out of the system on a permanent basis.

These companywide initiatives allowed us to achieve positive cash flow in the quarter. And to create a more predictable model, the one that allows us going forward more effectively aligned cost and revenues. Before I turn the call over to Mike, I want to provide a brief update on the court hearing that we had on June 30th. As everyone is obviously aware that based on last August’s court ruling, we’re currently awaiting a final ruling as to how our salvage claims will be satisfied either within a specie award or a cash award. We’re expecting pursuant to the ruling we to got last August we’re expecting that ruling by this August.

So for me the hearing on June 30th was really an opportunity to update the court on the progress that we’ve made over the last 18 months vis-à-vis our role in salvor on possession as well as our role as guardian of the collection. Specifically at the hearing, we devoted the majority of what ended up being around a three hour hearing providing the judge and the court is a detailed update on Expedition 2010. Before the judge, we reviewed the goals and objectives of last summer’s Expedition to again produce a comprehensive site survey map of the entire wreck site to produce the data and inventory to create quote, unquote Virtual Titanic, as I’ve discussed, outlined in the past which again an image of the ship in current condition, which we believe will have various uses down the line.

We’ve also got a fair amount of time discussing what have been my primary objective which was to bring together some of the world’s leading experts from the fields of oceanography, deep sea archeology as well as deep sea sonar and optical imaging. We discussed the importance of having these various organizations which included Woods Hole, NOAA, The National Park Service, the latest [ph] and others, not only to participate in the mission bringing critically needed resources and expertise to the table but importantly their willingness putting into partner with RMST as we look to preserve the wreck site on the long-term.

We were very fortunate after hearing to have several of the experts participated in the Expedition, attended hearing and provide testimony on our behalf. From Woods Hole, we had Dr. Dave Gallo, who was co-expedition leader. Dave, one of the senior folks at Woods Hole has been there for quite a long time, one of the field’s leading experts in the deep sea exploration. Also William Lange, who runs the Imaging Lab in Woods Hole. Bill was part of the original team that discovered Titanic back in ‘085 with Dr. Ballard. It was his camera system that first identified this ship. So together between Dr. Gallo and Bill Lange with decades and decades of Titanic experience, important voices in the community.

Also at the hearing were Dr. James Delgado, I asked that Dr. Delgado be principal investigator on the expedition. At the time of the expedition, Dr. Delgado served as the President of the Institute of Nautical Archeology and today he is the director of Maritime Heritage for NOAA. Dr. Delgado is one of the most effective authorities in the oceanographic and archeological space. So I think it’s important to note that prior to Expedition 2010, he was one of the most outspoken critics of RMST over the course of time. So we have Dr. Delgado actually at the hearing, testifying on our behalf was pretty significant.

In summary, the hearing went extraordinarily well. I had pretty high expectations for it, and it went even better than I hoped. The various experts testified and really showcased the output of the mission. The walked the judge through the interactive survey map. They produced really stunning high-def 3D images of the ship wrecks including certain previously unseen features of the wreck site. Most importantly, all three individuals stated for the judge and provided pretty extensive testimony as to what was in their judgment, the view that our expedition really would set new standards in this space.

So the map that we had created provides the most detailed imaginary and data not only the Titanic wreck site but really of any wreck sites the world over in their judgment. And again by doing so really setting new standards for how wreck sites could be studied and maintained going forward. Also importantly they provided testimony as to the nature of the groups that we bought together, all of these organizations spanning the public and private sectors really being the first ever achievement of its kind.

So obviously, well I think it’s obvious – it is extraordinarily helpful to have these independent respective parties testify in these matters expressing their view as to RMST’s achievements. Again consistent with its role or our role as guardian of the wreck sites. And with that we wait patiently for the court’s final ruling on this matter. So again I expect that there will be questions about that but before we get to that, I’d like to turn the call over to Mike.

Mike Little

Hello everyone and thank you for joining us today. I am excited to be here and I appreciate Chris’s kind words [ph] as well as the Board of Directors confidence in me. I look forward to opening – building and open a productive dialog with all of our investors. With regards to the first quarter itself, total revenue was impacted by a decline in number of exhibits, lower attendance and lower average ticket prices. However, gross profits increased by $800,000 to $5.5 million. We benefited from a decline in exhibition costs due to three fewer self-running touring exhibitions along with improving operation efficiencies at our permanent venue locations.

Adjusted EBITDA increased by $2.4 million to $2.3 million, and this was due to the aforementioned exhibition efficiencies as well as substantial G&A savings. We also delivered bottom line profitability with GAAP net income of $1.1 million or $0.02 per diluted share compared to a net loss of $1.5 million or negative $0.03 per diluted share in the last year’s fiscal first quarter. This was an improvement of $2.3 million overall. You’ll note that these results are approximately $200,000 higher than the results we previewed a few weeks ago.

This difference is a result of the accounting for shares issued as a commitment fee to Lincoln Park Capital related to the equity line. The cost of these shares was originally expense but was ultimately reclassified in our financial statements for the quarter as an equity adjustment. Delving into the results a little further, exhibition revenue fell 15.3% to $8.7 million from $10.2 million in the year ago period. We had approximately 100 fewer operating days, a 23% drop in average daily attendance and a 7.5% decrease in average ticket price for that period.

Fewer operating days were due to in large part to the reduction and self-run body touring exhibits. Overall, attendance at permanent locations was flat year-over-year, while attendance at touring exhibitions were lower. Although the exhibitions revenues declined, merchandise and other revenues increased 27.2% to $1.1 million during the first quarter of fiscal 2012. Spending on a per visitor basis increased in the first quarter due to the improvement product mix that better reflected consumer demand. We anticipate introducing new products related to the 100th Anniversary of the Titanic that should be available well in advance of the anniversary date.

Cost of exhibition revenues fell 37% to $3.9 million compared to $6.1 million in the first quarter of 2011. We benefited from fewer self-operated bodies exhibitions and we expect these cost savings to continue. With respect to G&A which is obviously been a focal point of the restructuring initiative. It decreased 30.8% or $1.5 million to $3.4 million and was driven by lower compensation expenses, lower professional fees and an overall reduction in travel and related expenses.

The progress made on this line item is critical and we continued focus on further reductions as G&A expenses not remain in line with gross margin contributions. On an annual basis, close to $5 million in operating cost have already been taken out of the business and these benefits will continue to be reflected in our results over the balance of fiscal 2012.

Finally on our P&L, income from operations. In the first quarter it was $1.1 million, compared to a loss of operations of $1.5 million in the same period last year. In terms of the balance sheet, cash and marketable securities combined were $5.5 million at the end of the first quarter which was an improvement of $4.6 million at the end of fourth quarter of last year. While our balance of cash and marketable securities improved this quarter, we are mindful of the impact economic changes can have on our business and we’ll continue to pay close attention to the deployment of capital.

Finally, while I’m new at Premier, it is evident to me, that the company has made significant progress and positioned itself in the future. As the new CFO, I am excited to play my part in helping the organization realize the potential of its strong brand and become a leader and consistently profitable enterprise.

With that Chris, Sam and I will be happy to answer any questions that you might have. Operator, please open the line for questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) And we’ll pause for just a moment to offer everyone a chance to signal. And we’ll take our first question from Norman Klein [ph], a Private Investor.

Norman Klein – Private Investor

Hi Chris, how are you?

Chris Davino

Good Norman. How are you?

Norman Klein – Private Investor

Fine, thank you. A couple of questions, are you expecting sequentially lover G&A for the second quarter (inaudible)?

Chris Davino

What I would say is this Norman, as we indicated on the last call we’ve taken substantial steps to reduce SG&A consistent with reductions in the Bodies’ inventory which gave us the opportunity to scale back obviously headcount, infrastructure, we’ve got leisure and traveling. So we think that the – it’s our view that cost that we took out on a permanent basis. Now there might be minor changes over the course of time as the business evolves and then depending on how it shows in the market or not in the market but in the main, we feel that cost that we took out over the last couple of months on – basically on a permanent basis.

Norman Klein – Private Investor

Okay, how many full-time employees do we have right now?

Chris Davino

Approximately 48.

Norman Klein – Private Investor

So went from 77 in the end of February to about 48 now?

Chris Davino

Correct.

Norman Klein – Private Investor

Okay. And you have a lease coming up in September on one of Bodies’ sets?

Chris Davino

Yes, that’s right.

Norman Klein – Private Investor

Okay and you’re not going to renew that?

Chris Davino

It’s our intention to send that set back.

Norman Klein – Private Investor

I’m sorry.

Chris Davino

Yes, so our intention to let that lease run its term and send that – those sets back.

Norman Klein – Private Investor

Okay, what is that going to leave us with then as far as Bodies?

Chris Davino

We will have three suite [ph] sets that will be in our permanent installations.

Norman Klein – Private Investor

Right.

Chris Davino

And four revealed sets that are available to travel.

Norman Klein – Private Investor

Okay, so we’ll have four shows that we’re going to be traveling with. Titanic, you…

Chris Davino

Norman, we’re down to two, at the moment we’ll be down to two suite [ph] that’s not three.

Norman Klein – Private Investor

Okay.

Chris Davino

Two sets, one is split for two of the exhibitions and Vegas has the full set.

Norman Klein – Private Investor

Right.

Chris Davino

And four revealed sets.

Norman Klein – Private Investor

Okay. And they travel?

Chris Davino

No, again available to travel and as I’ve said a number of times, we can approach those more opportunistically because they don’t have six, we’ve got associated with it.

Norman Klein – Private Investor

Right. And Titanic, are we fully booked next year as far as venues?

Chris Davino

Yes, through the anniversary, we’re either fully booked or we’ve got projects under contract – that we’re negotiating contract. So I think it’s safe to say that we’ve been fully booked through the anniversary.

Norman Klein – Private Investor

Okay, and besides the four that you already announced, can you give us an idea of some of the other locations that we’re going to showing at?

Chris Davino

I don’t think we’re in a position yet to announce those.

Norman Klein – Private Investor

Okay. And the judge is going to make a decision by next month, is your understanding at this point?

Chris Davino

Well that’s what last year’s court ruling indicated. I’ve got no insights beyond that.

Norman Klein – Private Investor

Okay, great. Okay, thank you much Chris. Take care.

Chris Davino

Thanks Norman.

Operator

And we’ll take our next question from Edward Petner with Petner Asset Management.

Edward Petner – Petner Asset Management

Congratulations on cutting the costs so effectively. The drop in ticket prices, do you anticipate that you’ve hit – are you pricing the tickets where you expect to continue pricing them going forward or what is your sense about that going forward and in terms of operating days at a 100 fewer operating days this quarter, based on what you had scheduled, when will we hit a point where operating days are up versus a year ago?

Unidentified Company Representative

Well, let me address the first question first, and I appreciate your questions. With regard to ticket prices, in every market and every market is different obviously, we always evaluate at what price points makes the most sense given a whole set of dynamics including the other competing entertainment options. So we look at that relatively methodically and consistently and look to keep prices at a point to maximize profitability. Certain cases last year in spite of the economic conditions, we actually moved prices up and those prices we were able to hold.

So it’s really different in each market, and it changes based on the time of the year and the circumstances in the marketplace. As for the operating days.

Chris Davino

Yes, I think to answer your second point, the operating days are direct – have a direct relationship to the number of exhibitions in the market. And since we’ve cut back on a significant amount of touring capacity, I can’t give you any indication of when you’ll see operating days back to prior levels. I wouldn’t suggest that you expect to see that, I think the overwriting – it’s not declining.

Edward Petner – Petner Asset Management

When will they stop declining the operating days? Would you expect them to be flat in the next quarter versus this quarter for example?

Unidentified Company Representative

Well let me address the question, I think it’s a very fair question and as I tried to keep my previous answer back to your question. Again I think that the most notable difference from last year to this year is a lot of this – none of the shows that we had last year lease costs associated with them. So there was some pressure to keep those shows in motion, as I said a minute ago, we can approach the world a little bit more opportunistically today. We’re looking to book those shows with the museums and promoters so as to off-lay the risks in capital requirements for those shows. And in doing so – you might not only get the same utilization rate that you intended to have before, but the risk profile and the capital outlay and the profitability is very, very different.

So it’s a different model today and therefore we’ll have different results. But I think your question is a good one. I think without getting too far ahead myself, I think you’ll see a basic stabilization in days utilized.

Unidentified Company Representative

There might be a slight decline from here but then we would expect it as we get closer to the Titanic anniversary, then you’ll see an upswing in the number of days that we’re operating in a quarter.

Edward Petner – Petner Asset Management

Great.

Chris Davino

And my answer was more on the Bodies’ side, I think Sam’s rightly pointed out that on Titanic with the calendar filling up for next year, that should have an impact as well.

Edward Petner – Petner Asset Management

Thank you, and when do the leases expire on the remaining four portable Bodies’ exhibits?

Chris Davino

There are no leases associated with those, that is content that we have a perpetual license on and so therefore we don’t have any ongoing costs other than the storage and maintenance of those specimen set [ph].

Edward Petner – Petner Asset Management

Perfect, thanks guys.

Chris Davino

Thank you.

Operator

(Operator Instructions) Now we’ll hear next from Stephanie Haggerty with Register Financial.

Chris Davino

Hi Stephanie.

Stephanie HaggertyRegister Financial

Good afternoon. I know you’ve been through all kinds of problems getting the court to meet and decide opine on your situation with Titanic. And while August is now our hope for timeframe and what exact day of August is that?

Chris Davino

Stephanie, I can’t tell you off the top of my head.

Stephanie HaggertyRegister Financial

Okay.

Chris Davino

I’m not sure the last ruling was that specific.

Stephanie HaggertyRegister Financial

Well my question is what goes into them deciding when they will listen to this case, and what factors might delay it one way or another, and have we got the same judge ruling over everything?

Chris Davino

Well we have the same judge, judge Smith. He is been presiding over this for quite some time, and candidly, I really can’t answer your question, all we’ve tried to do Stephanie in the last two years is change the dynamics as it relates to our relationship with the wreck site, our relationship in the industry generally and that the mission last summer and all the work that’s followed on.

Stephanie HaggertyRegister Financial

I think you did a Great job with that.

Chris Davino

I appreciate that, I really do. We’ve just tried to again all this work, in addition to the other business reasons that we pursued these initiatives was to demonstrate to the court RMST as a trust and respected steward on this wreck site and hopefully that will impact the court’s view in rendering a decision.

Stephanie HaggertyRegister Financial

But I am unclear on one thing. If the court’s view of this situation totally dependent on your stewardship of the Titanic artifacts or do they also look at your finances and management situation, I mean I don’t know what goes on?

Chris Davino

Yes, it would be speculation on our part, I am not our Brian Wainger will chime in as well. Well, I think – I am not sure of anything, it would be consistent with other situations where a judge will look at any number of factors I think primarily it’s really been about in my judgment anyway, Brian correct me if I am wrong, our care for the collection, our role as salvor in possession and what that means and how we’ve approached that and how that’s changed dramatically over the course of time including recently, I think it’s all of these things, I would expect anyway, the court has certainly given no indication on specifically on other than what the rulings said last year, I think there were some interesting commentary in that ruling about how the judge would proceed, our recent activities and how that’s factored in but Brian, do you have anything to add to that?

Brian Wainger

No, I kind of think that you have nailed it, Chris.

Stephanie HaggertyRegister Financial

Just out of curiosity, did the judge or I don’t know if she is the only one that ask questions or whatever but when you met with them in July, did she asked for questions to be fulfilled or was this a listening situation?

Chris Davino

Well we presented our specific testimony, Stephanie, that we thought – basically I gave an update on well we can really go back in time. So at the first hearing two years ago, so a year prior to the expedition, I had laid out for the court my vision for our role in Titanic that included the expedition and a number of other initiatives.

So the expedition last summer was a key milestone and some of the work and activities following onto that were I think also key. So the way we approached this hearing and the reason we asked these experts to participate was to basically give an update on where we stood including with regard to the expedition against the vision that I laid out to the court in August or October, and I guess it was in 2009.

So it’s really been a continued dialog, again mostly talking and presenting, but the judge asking questions providing some commentary all the way.

Stephanie HaggertyRegister Financial

That’s good. So she doesn’t ask you for anything the next time, I keep thinking about the FDA [ph] and they’ve always got come back with us – come back to us with this. Is it that kind of a situation?

Chris Davino

Well that there has been specific instances where there was specific work product that was requested by the court and we produced that over the course of time, but I think to your general question, and I’ll give you a general answer. Again we tried to be consistent in providing updates for what we think is relevant for the court to hear vis-à-vis our plans and what work we’ve been able to conduct on the wreck site. And again, in the context of preserving the collection.

Stephanie HaggertyRegister Financial

Well I want to compliment you, you did an excellent job on that drive, I mean, the expedition work and that, that we could look at on TV and all the rest of it, it was great.

Chris Davino

Thank you so much Stephanie. I really, really appreciate it.

Operator

And we’ll hear next question, looks like a re-prompt [ph] from Norman Klein.

Norman Klein – Private Investor

Couple of other questions, Chris. More than a year ago I think I asked you about the Premier website and at that time you sort of indicated that it was a work in progress, and within a relatively short time you could have it looking like a real website. And that seems to have gone by the wayside, anything you can provide on that?

Chris Davino

I’m glad you brought it up Norman. I was – in fact kind of waiting for someone to asking that question. On the last couple calls, you called me out on that. Yes, we’ve been obviously delayed in rolling out the Premier site. Well we have spent time and it is of course coming, I assure you. Where we have spent time is obviously on the property sites, Bodies, Titanic, Dialog, I think the Titanic site in particular we spent a fair amount of time and effort over the last…

Norman Klein – Private Investor

Yes, it’s great-looking, it really is.

Chris Davino

And there is more to come in that regard as well. It’s an evolution, but the Prestige [ph] site is next and we’re working on it now.

Norman Klein – Private Investor

Okay. And anything on Playboy, well when you may roll something out or make a decision one way or the other on that?

Chris Davino

Also a good question. What I would say on Playboy is the following, and I guess I’ve gone through this in the past, so for others, I apologize going through it again but we’ve spent a lot of time developing a show that candidly we’re really proud of.

We think it does what I was intended for new content in kind of combining a traditional museum model with a more event and experiential model that we think it will be very compelling. What we tried to do on Playboy in particular is bring partners to the table, so as to offload some of the risks in capital requirements so we’re not taking this on ourselves. So that’s effectively where we’re today. We’ve been out for the last six months working with our partner at STBN [ph] who have relationships really around the world with promoters of various stripes and venue operators, etcetera to figure out what the right sets of relationships need to be brought to bear to make this project a go, because we’re – I think we’re not in a position nor do we have the appetite candidly to do this ourselves.

So what we’ve – we’ve been at this candidly in some ways running in place as to this last issue trying to bring the requisite parties and capital to the table to bring this project to fruition. And if we’re not able to do that in the next couple months then we might choose to not go forward. But at the moment, we’re still trying to make it happen.

Norman Klein – Private Investor

Okay and I remember earlier this year you incorporated some of the expedition footage in the Canadian Titanic show. Have we continued to do that and are we going to have that in all of the shows by next year?

Chris Davino

We have made some, we have included some of the dive footage in some of the Titanic expeditions, and I think notably in London. Well that will continue to evolve over the course of time. Certain markets that we would like to go back to that we’ve been in conversations with museums that we played, in some cases more than twice over the course of time for them to bring the show back, they would require a substantial overhaul or at least substantial additions to the show.

Norman Klein – Private Investor

Right.

Chris Davino

So we’ve got plans in place. We haven’t really initiated any major overhaul as of yet because of the demand dynamics in the marketplace, but sufficed to say that where appropriate we are looking to and will add features into the exhibition from the expedition including the high-def 3D footage.

Norman Klein – Private Investor

Okay. Well thanks again, I appreciate it.

Chris Davino

No problem, Norman.

Operator

And our next question will come from Ethan Star [ph].

Ethan Star

Good afternoon and congratulations on returning to profitability.

Chris Davino

Thanks Ethan.

Ethan Star

My first question, on the 10-K you referenced to the capitalized costs for the Titan expedition, there’s gaming application listed. What is the gaming application and when might it be rolled out?

Chris Davino

That’s a good question. In the past, I’ve described the potential for using the data and inventory from the expedition in particular this for the Mosaic [ph] of at least the bow and or stern sections to create the real image of the ship wreck in its current condition. And there is the opportunity potentially to use those assets in gaming applications be it, traditional social gaming applications or more graphically advanced console gaming applications as well as online research.

So when you feel that there are a variety of ways to take this asset, it’s really unique asset. One of the challenges, again I’ve gone through this in the past is to actually producing this. It’s a real technical undertaking. It really requires literally stitching together thousands – tens thousands of still images and wrapping those around sonar derived data sets to create this virtual world, if you will.

So we’ve got work under way to produce these Mosaics, this notion of Virtual Titanic. It will take some time. It’s really cutting edge technology. And we’re at it and the application for that and the monetization of it is certainly in front of us, and I’d be speculating if I gave you any more color as to how that might play out at this stage.

Ethan Star

Okay, are you partnering with any other companies on this?

Chris Davino

Well on the production side, Wood Hole [ph], the imaging lab is producing the Mosaics. And yes sure, we’ve been out talking to various people in the industry of various stripes to explore how – how these assets might be utilized.

Ethan Star

Okay, and when might the 3D film and 2D documentary be rolled out or just shown?

Chris Davino

We’ve contracted with one of the major cable networks for a documentary on the expedition which will air sometime at or probably before the anniversary. In addition to that we’ve got some designs on producing – it’s actually producing a separate high-def 3D tour of the ship that would be marketed potentially through a variety of channels including in-home Blu-ray mode. But again that’s in front of us as well.

Ethan Star

Okay. Well good luck going forward. I look forward to future progress.

Chris Davino

Thank you so much.

Operator

(Operator Instructions) And there are no further questions at this point so I’d like to turn the conference back over to Chris Davino for any additional or closing remarks.

Chris Davino

Well again everyone, I really appreciate you taking the time to join us today and as always Mike and I and Sam are available to answer any questions that come up after the call. Thank you so much and have a great day.

Operator

And once again ladies and gentlemen, this does conclude today’s conference. We thank you all for your participation.

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