Exhibit 99.2

 

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION

               

	IN RE:			}	CASE NUMBER
				}	3:16-bk-02233-PMG
	PREMIER EXHIBITIONS MANAGEMENT, LLC			}
				}	JUDGE	PAUL M. GLENN
				}
	DEBTOR.			}	CHAPTER 11
	DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
			FOR THE PERIOD
		FROM	December 1, 2016	TO	December 31, 2016
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015.
					Attorney for Debtor's Signature
Debtor's Address					Attorney's Address
and Phone Number:					and Phone Number:
PREMIER EXHIBITIONS MANAGEMENT, LLC					NELSON MULLINS (Attn: Daniel Blanks)
3045 Kingston Court, Suite I					50 N. Laura Street, 41st Floor
Peachtree Corners GA 30071					Jacksonville, FL 32202
+1 (404) 842-2600					+1 (904) 665-3600

 

 

Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day of the following month.

 

For assistance in preparing the Monthly Operating Report, refer to the following resources on the United States Trustee Program Website, http://www.usdoj.gov/ust/r21/reg_info.htm 

 

1)  Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report

2)  Initial Filing Requirements

3)  Frequently Asked Questions (FAQs) http://www.usdoj.gov/ust/

 

 

EXHIBIT LIST OF DOCUMENTS / FILES FOR US TRUSTEE

                   

	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
	Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
	Date of Petition:	14-Jun-16
Premier Exhibitions Management, LLC
Per MOR-2
SEE BALANCE SHEET & GENERAL LEDGER
EXHIBIT ITEM
1	Premier Exhibitions Management Balance Sheet 12-31-16
2	GL Detail 12-2016
SEE PROFIT & LOSS STATEMENT
EXHIBIT ITEM
3	Premier Exhibition Management Income Statement 12-31-16
BANK STATEMENTS AND RECONCILIATIONS ATTACHED
EXHIBIT ITEM					EXHIBIT ITEM
4	12.2016 - 3309 TUT Account $0.00				15	11.2016 - 9721 Sweep (CLOSED)
5	12.2016 - 4747 Sweep				16	11.2016 - 9747 INACTIVE (CLOSED)
6	11.2016 - 7129 INACTIVE (CLOSED)				17	11.2016 - 9754 INACTIVE (CLOSED)
7	08.2016 - 7579 Old Account (CLOSED)				18	12.2016 - 9762 Sweep (Orlando)
8	08.2016 - 8357 Inactive (CLOSED)				19	11.2016 - 9770 Sweep INACTIVE
9	12.2016 - 9523 Check Clearing Account and Reconciliation				20	12.2016 - 9788 Sweep (Las Vegas)
10	12.2016 - 9655 Sweep				21	12.2016 - 9697 Bank Reconciliation (Refer to EX 12)
11	12.2016 - 9663 Sweep Online Sales				22	Premier UK August Statement - CLOSED
12	12.2016 - 9697 Operating Bank Account				23	12.2016 - 1139 Wells Fargo August 2016 Statement $4,448.16
13	12.2016 - 9705 Deposit Clearing Account				24
14	12.2016 - 9713 Payroll Bank Account				25	10999 Undeposited Funds - 12-31-2016
Per MOR-3					Per MOR-4
EXHIBIT ITEM					EXHIBIT ITEM
26	12.2016 Cash Transactions History					Please refer to MOR-2 Exhibit 1 named, Premier Exhibitions Management Balance Sheet 12-31-16
	Please refer to MOR-2 Exhibit 2 named, GL Detail 12-2016				28	12.2016 Aged AR Detail
27	12.2016 Check Register				29	12.2016 AR Transactions
						Same as MOR-2 and MOR-3 - GL Detail 12-2016
						See above - 12.2016 Aged AR Detail
Per MOR-5					Per MOR-6
EXHIBIT ITEM					EXHIBIT ITEM
30	12.2016 Aged AP Detail					Please refer to MOR-2 Exhibit 1 named, Premier Exhibitions Management Balance Sheet 12-31-16
31	12.2016 Post-Petition AP Invoices				33	12000 - Inventory
32	12.2016 AP Transactions				33A	Inventory Aging
	Paid July Sales Tax in August $27,070.66
Per MOR-7
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED
Per MOR-8
Please refer to MOR-3 Exhibit 27 named, 12.2016 Check Register
Per MOR-9, MOR-10, MOR-11 and MOR-12
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED
In addition to MOR-2, the following documents support MOR-9
34	12.2016 Payroll (A)				37	12.2016 Payroll (2)
35	12.2016 Payroll (1)				38	12.2016 Payroll (C)
36	12.2016 Payroll (B)				39	Payrolls as in previous exhibits
Per MOR-13
EXHIBIT ITEM
40	BofA CD Withdrawal Notice 08.23.16		(Aug MOR)
41	12.2016 - 10030 Petty Cash
Per MOR-14
42	Paid Nov Sales Tax in Sept $118,508.12
Please refer to MOR-5 Exhibit 30 named, 12.2016 Aged AP Detail

 

 

SCHEDULE OF RECEIPTS AND DISBURSEMENTS  

 

	FOR THE PERIOD BEGINNING	1-Dec-16	AND ENDING	31-Dec-16
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number	3:16-bk-02233-PMG
Date of Petition:	14-Jun-16
SEE BALANCE SHEET & GENERAL LEDGER
1	Premier Exhibitions Management Balance Sheet 12-31-16
2	GL Detail 12-2016
SEE PROFIT & LOSS STATEMENT
3	Premier Exhibition Management Income Statement 12-31-16
BANK STATEMENTS AND RECONCILATIONS ATTACHED
4	12.2016 - 3309 TUT Account $0.00	15	11.2016 - 9721 Sweep (CLOSED)
5	12.2016 - 4747 Sweep	16	11.2016 - 9747 INACTIVE (CLOSED)
6	11.2016 - 7129 INACTIVE (CLOSED)	17	11.2016 - 9754 INACTIVE (CLOSED)
7	08.2016 - 7579 Old Account (CLOSED)	18	12.2016 - 9762 Sweep (Orlando)
8	08.2016 - 8357 Inactive (CLOSED)	19	11.2016 - 9770 Sweep INACTIVE
9	12.2016 - 9523 Check Clearing Account and Reconciliation	20	12.2016 - 9788 Sweep (Las Vegas)
10	12.2016 - 9655 Sweep	21	12.2016 - 9697 Bank Reconciliation (Refer to EX 12)
11	12.2016 - 9663 Sweep Online Sales	22	Premier UK August Statement - CLOSED
12	12.2016 - 9697 Operating Bank Account	23	12.2016 - 1139 Wells Fargo August 2016 Statement $4,448.16
13	12.2016 - 9705 Deposit Clearing Account	24
14	12.2016 - 9713 Payroll Bank Account	25	10999 Undeposited Funds - 12-31-2016
		Current month		Cumulative
				Petition to date
1. Funds at beginning of period per bank		$       1,429,701.31	( a )	$     1,235,737.00	( b )
2. Receipts:
3. Total receipts (lines 2A+2B+2C)
4. Total funds available for operations (line 1+line 3)
5. Disbursements
6. Total Disbursements (sum of 5A thru W)
7. Ending balance (line 4 minus line 6)		$       1,220,431.51	( c )	$     1,220,431.51	( c )
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This    23    day of    January  , 2017.		Signature	/s/ Jerome Henshall

 

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	This figure will not change from month to month.  It is always the amount of funds on hand as of the date of the petition.
(c)	These two amounts will always be the same if form is completed correctly.

 

 

 SCHEDULE OF RECEIPTS AND DISBURSEMENTS

 Detail of Other Receipts and Other Disbursements

 

OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt.  Write totals on Page MOR-2, Line 2C.
					Cumulative
Description			Current Month		Petition to Date
SEE CASH TRANSACTION JOURNAL AND GENERAL LEDGER ATTACHED
26	12.2016 Cash Transactions History
	Please refer to MOR-2 Exhibit 2 named, GL Detail 12-2016
TOTAL OTHER RECEIPTS			$                          -		$                         -
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.).  Please describe below:
Loan amount	Source of funds	Purpose	Repayment schedule
OTHER DISBURSEMENTS:
Describe Each Item of Other Disbursement and List Amount of Disbursement.  Write totals on Page MOR-2, Line 5W.
					Cumulative
Description			Current Month		Petition to Date
SEE CHECK REGISTER ATTACHED AND GENERAL LEDGER
27	12.2016 Check Register
TOTAL OTHER DISBURSEMENTS			$                          -		$                         -
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement.

 

 

Attachment 1

Monthly Accounts Receviable Reconciliation and Aging

     

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
ACCOUNTS RECEIVABLE AT PETITION DATE:			$   1,076,512.00
Accounts receivable reconciliation
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which
not been received):		SEE BALANCE SHEET
	SEE AR TRANSACTION REGISTER , AGED AR LISTING, GENERAL LEDGER
	Premier Exhibitions Management Balance Sheet 12-31-16
28	12.2016 Aged AR Detail
29	12.2016 AR Transactions
	GL Detail 12-2016
Beginning of Month Balance			$       824,074.72	( a )
Plus: current month new billings
Minus: collection during the month				( b )
Plus/ minus: adjustments or writeoffs				*
End of month balance			$   1,948,599.81	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)
0-30 days	31-60 days	61-90 days	over 90 days	Total
	$                  -		$                        -	$                           -	( c )
SEE AGED AR LISTING
See above - 12.2016 Aged AR Detail
For any receivables in the “Over 90 Days” category, please provide the following:
NO POST PETITION RECEIVABLES OVER 90 DAYS
Customer		Receivable Date		Status (Collection efforts taken, estimate of collectibility write-off, disputed account, etc.
Total							$                    -

 

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be zero.
(b)	This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).
(c)	These two amounts must equal.

 

 

Attachment 2

Monthly Accounts Payable and secured payments report

   

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Dec-16	Period ending	31-Dec-16
In the space below list all invoices or bills incurred and not paid since the filing of the petition.  Do not include amounts owed prior to filing the petition.  In the alternative, a computer generated list of payables may be attached provided all information requested below is included.
POST PETITION ACCOUNTS PAYABLE
Date incurred	Days outstanding	Vendor	Description	Amount
SEE AGED AP LISTING
30	12.2016 Aged AP Detail
31	12.2016 Post-Petition AP Invoices
Total amount				$                                 -	( b )
☐ Check here if pre-petition debts have been paid.  Attach an explanation and copies of supporting documentation.
Accounts payable reconciliation (post petition unsecured debt only)
SEE AP TRANSACTIONS,
32	12.2016 AP Transactions
Opening Balance				( a )
PLUS: New indebtedness incurred this month
MINUS: Amount paid on post petition
Accounts payable this month			$                                                 -
PLUS/MINUS: adjustments			$                                                 -	*
End of month balance			$                                                 -	( c )
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable:
Secured payments report
List the status of Payments to Secured Creditors and Lessors (Post Petition Only).   If you have entered into a modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee Program prior to completing this section).
Secured Creditor /		Date Payment Due This Month	Amount Paid This Month*	Number of Post Petitition	Total Amount of Post Petitiion
Lessor				Payments Delinquent	Payments Delinquent
Feng Lange
Haiping Zou
Zhang Jihe
Premier accrues interest each month but not paid out to the above secured creditors.
			-	(d)
Leases
Monthly property lease payments have been made in full for the month of August.

 

(b, c)	The total of line (b) must equal line (c).
(d)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

 

 

Attachment 3

Inventory and Fixed Assets Report

 

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning		1-Dec-16		Period ending	31-Dec-16
INVENTORY REPORT
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION
33	12000 - Inventory
INVENTORY BALANCE AT PETITION DATE:			$   744,012.25
INVENTORY RECONCILIATION:
	Inventory Balance at Beginning of Month			$            608,473.00	(a)
	PLUS: Inventory Purchased During Month
	MINUS: Inventory Used or Sold			$            (10,847.00)
	PLUS/MINUS: Adjustments or Write-downs				*
	Inventory on Hand at End of Month			$            597,626.00
METHOD OF COSTING INVENTORY:			Weighted average cost
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable.
INVENTORY AGING
33A	Inventory Aging
	Less than 6	6 months to	Greater than	Considered	Total Inventory
	months old	2 years old	2 years old	Obsolete
	26%	42%	32%		= 100%
* Aging Percentages must equal 100%.
☐    Check here if inventory contains perishable items.
Description of Obsolete Inventory:
Represents inventory related to non-touring exhibits
FIXED ASSET REPORT		SEE BALANCE SHEET
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE:				$        4,000,000.00	(b)
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only):
FIXED ASSETS RECONCILIATION:
Fixed Asset Book Value at Beginning of Month					(a)(b)
MINUS:  Depreciation Expense
PLUS:  New Purchases
PLUS/MINUS: Adjustments or Write-downs					*
Ending Monthly Balance				$                             -
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable.
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD:

 

(a)	This number is carried forward from last month’s report.  For the first report only, this number will be the balance as of the petition date.
(b)	Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

 

 

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9697
Purpose of account:	OPERATING SWEEP
Ending balance per bank statement				$                           -
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits				$                           -	*
Minus: service charges				$                           -
End of month balance				$                           -	** ( a )
SEE BALANCE SHEET, BANK STATEMENT, RECONCILATION FOR ALL BANK ACCOUNTS
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
ALL SWEEP ACCOUNTS TRANSFER INTO MAIN ACCOUNT.  THERE IS ALSO CHECK AND DEPOSIT CLEARING ACCOUNTS.
	$ 239,128.47	Transferred to Payroll Account (BoA -9713)
	$Nil	Transferred to Tax Account

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3709 3309
Purpose of account:	PEM TUT
Ending balance per bank statement				$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of bank	Wells Fargo Business Choice Checking		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	5812171139
Purpose of account:	OPERATING
Ending balance per bank statement				$                 4,448.16
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges				$                           -
End of month balance				$                 4,448.16	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 4A
Monthly summary of bank activity - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm.  If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts.  Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
		See Exhibit
		22	Premier UK August Statement - CLOSED
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number	10134386	CLOSED JULY 1, 2016
Account name	Premier (United Kingdom) Limited		Account number	10134351	CLOSED AUGUST 1, 2016
Purpose of account:	OPERATING
Ending balance per bank statement			GBP	$Nil
Plus total amount of outstanding deposits				$                           -
Minus: total amount of outstanding checks and other debits					*
Minus: service charges
End of month balance			GBP	$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:
	$Nil	Transferred to Payroll Account
	$Nil	Transferred to Tax Account

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9697
Purpose of account:	OPERATING SWEEP
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
SEE ATTACHED CHECK REGISTER
	27	12.2016 Check Register
Total

 

 

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3709 3309
Purpose of account:	PEM TUT
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None
Total				$Nil

 

 

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Wells Fargo Business Choice Checking		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	5812171139
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
None
Total				$Nil

 

 

Attachment 5A
Check register - operating account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Royal Bank of Scotland		Branch	NOT APPLICABLE
Account name	RMS Titanic (UK) Limited		Account number	10134386
Account name	Premier (United Kingdom) Limited		Account number	10134351
Purpose of account:	OPERATING
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.
Date	Check number	Payee	Purpose	Amount
10134386 CLOSED OUT JULY 1, 2016 - FUNDS TRANSFERRED TO PEM
10134351 CLOSED OUT IN AUGUST 2016 - FUNDS TRANSFERRED TO PEM
Total				$                             -

 

 

Attachment 4B
Monthly summary of bank activity - payroll account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9713
Purpose of account:		PAYROLL
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
End of month balance					$Nil	** ( a )
* Debit cards are used by
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
Refer to the following documents:
	34	12.2016 Payroll (A)		37	12.2016 Payroll (2)
	35	12.2016 Payroll (1)		38	12.2016 Payroll (C)
	36	12.2016 Payroll (B)		39	Payrolls as in previous exhibits
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 5B
Check register - Payroll Account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	Bank of America Merrill Lynch		Branch	NOT APPLICABLE
Account name	Premier Exhibition Management LLC		Account number	3340 3706 9713
Purpose of account:		PAYROLL
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
See Payroll Journals listed in MOR-9
TOTAL					$Nil

 

 

Attachment 4C
Monthly Summary of Bank Activity - Tax Account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity.  A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
		PAYROLL ACCOUNT IS USED TO PAY TAXES
Ending balance per bank statement					$Nil
Plus total amount of outstanding deposits					$                                      -
Minus: total amount of outstanding checks and other debits						*
Minus: service charges					$                                      -
Ending balance per Check Register					$Nil	** ( a )
* Debit cards are used by		None
** If Closing Balance is negative, provide explanation:
The following disbursements were paid in Cash:				( ☐ Check here if cash disbursements were authorized by United States Trustee)
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None
The following non-payroll disbursements were made from this account:
Date	Amount	Payee	Purpose	Reason for Cash Disbursement
None

 

(a)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 5C
Check register - tax account
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
Name of bank	None		Branch	None
Account name	None		Account number	None
Purpose of account:		TAX
		PAYROLL ACCOUNT IS USED TO PAY TAXES
Account for all disbursements, including voids, lost checks, stop payments, etc.  In the alternative, a computer generated check register can beattached to this report, provided all the information requested below is included.
Date	Check Number		Payee	Purpose	Amount
None
TOTAL					$Nil	(d)
		SUMMARY OF TAXES PAID
	Payroll Taxes Paid				See Exhibit 14	(a)
	Sales & Use Taxes Paid				$0	(b)
	Other Taxes Paid				$0	(c)
	TOTAL					(d)

 

(a)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5O)
(b)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5P)
(c)	This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2 Line 5Q)
(d)	These two lines must be equal.

 

 

Attachment 4D
Investment Accounts and Petty Cash Report
Investment accounts
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately.  Attach copies of account statements.
Type of Negotiable	Not applicable
Instrument	Face Value	Purchase Price	Date of Purchase	Current Market Value
				$Nil
TOTAL				$Nil	(a)
Petty Cash Report
The following Petty Cash Drawers/Accounts are maintained:
	(Column 2)	(Column 3)	(Column 4)
Location of  Box/Account	Maximum amount of cash in Drawer/Acct	Amount of petty cash on hand at end of month	Difference between (Column 2) and(Column 3)
			$                                     -
SEE SCHEDULE ATTACHED			$                                     -
41	12.2016 - 10030 Petty Cash
			$                                     -
Total		$                                      -	( b )
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts.  If
there are no receipts, provide an explanation.			None
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b)				(c)

 

(C)	The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

 

 

Attachment 6
Monthly tax report
Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC			Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.
Name of taxing authority	Date payment due	Description	Amount	Date last tax return filed	Tax return period
Total			$Nil
SEE AGED AP LISTING - COURT APPROVED TAX PAYMENTS IN AUGUST AND ALL TAXES WERE PAID
1	Premier Exhibitions Management Balance Sheet 12-31-16
42	Paid Nov Sales Tax in Sept $118,508.12

 

 

Attachment 7

Summary of Officer or Owner Compensation

Summary of personnel and insurance coverages

 

Name of Debtor:	PREMIER EXHIBITIONS MANAGEMENT, LLC		Case Number:	3:16-bk-02233-PMG
Reporting period beginning	1-Dec-16		Period ending	31-Dec-16
TAXES OWED AND DUE
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month.  Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc.  Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.
Name of officer or owner	Title	Payment description	Amount paid
Daoping Bao	CEO	Bi-weekly salary	$   15,996.00	<--50% paid by PEM via invoice by Dinoking
Jerome Henshall	CFO	Bi-weekly salary	$   13,846.00
Jessica Sanders	Corp. Secretary	Bi-weekly salary	$      8,461.00
Total			$   38,303.00
PERSONNEL REPORT
			Full time	Part time
Number of employees at beginning of period			29	68
Number hired during the period			0	6
Number terminated or resigned during period			0	2
Number of employees on payroll at end of period			29	72
CONFIRMATION OF INSURANCE
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life.  For the first report, attach a copy of the declaration sheet for each type of insurance.  For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).
Directors and Officers - Certificate of Insurance
Renewed on a 6 month term (same premium fees; prorated for 6 months)
Directors & Officers Excess #DFX1491056 $5,000,000 Limit (Great American Insurance Company)
Term: November 1, 2016 to April 1, 2017
The following lapse in insurance coverage occurred this month:
Policy Type	Date Lapsed		Date Reinstated		Reason for Lapse
¨ Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

 

 

Attachment 8
Significant Developments During Reporting Period
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc.   Attach any relevant documents.
No significant developments
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before					10-Apr-17