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PNCL > SEC Filings for PNCL > Form 10-Q on 7-Aug-2007All Recent SEC Filings

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Form 10-Q for PINNACLE AIRLINES CORP


7-Aug-2007

Quarterly Report


Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
General
The following management's discussion and analysis describes the principal factors affecting the results of operations, liquidity, capital resources and contractual cash obligations of the Company. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2006 ("Annual Report"), which include additional information about our significant accounting policies, risk factors, practices and the transactions that underlie our financial results.
Our website address is www.pncl.com. All of our filings with the SEC are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Overview
During the second quarter of 2007, we have continued to make progress in what we have identified as a significant year of transition for the Company. In addition to increasing our competitiveness in the regional airline industry from our amended airline services agreement (the "ASA") with Northwest, entering new code share agreements with Continental Airlines and Delta Air Lines and the diversification of our fleet to include larger aircraft, we have continued to increase shareholder value through our recently announced share repurchase program.
Share Repurchase Program
On May 14, 2007, our Board of Directors approved a share repurchase program, whereby we were authorized to repurchase up to an aggregate of $30 million of our outstanding common stock. Through July 3, 2007, we utilized the entire amount of the authorized funds, repurchasing over 1.6 million shares of our common stock at an average price per share of $18.37.
Sale of our Final $42.5 Million Stipulated Unsecured Claim against Northwest Airlines
As discussed in greater detail in Note 4 of our condensed consolidated financial statements, on June 29, 2007, we sold the final $42.5 million of our unsecured claim against Northwest to Goldman Sachs Credit Partners L.P. ("Goldman Sachs") for a net sales price of approximately $27.7 million, resulting in a $4.1 million non-operating loss for the second quarter. The loss represents the difference between the $31.9 million market value of the claim as of March 31, 2007 and the sale proceeds.
Second Quarter Operations
During the second quarter of 2007, our Pinnacle subsidiary achieved increases in passenger count, available seat miles ("ASMs"), revenue passenger miles ("RPMs"), cycles, and block hours compared to the same period of 2006. Passenger counts increased by 13% to 2.6 million passengers compared to 2.3 million during the corresponding period of last year. ASMs and RPMs increased during the second quarter of 2007 compared to the same quarter of 2006 by 12% and 11%, respectively, climbing to 1.5 billion and 1.2 billion, respectively. Cycles and block hours increased during the current period by 7% and 6%, respectively, increasing to 67,265 and 109,810, respectively, compared to the same period of 2006. The increases in activity were primarily related to the addition of 15 CRJ-200 aircraft to Pinnacle's fleet during the first quarter of 2007, which were converted during the second quarter from 44-seat configurations to 50-seat configurations.
Outlook
We plan to grow the business of both our Pinnacle and Colgan subsidiaries by entering into new contracts with major airline partners and by investing in new regional aircraft to support these contracts. We recently have experienced this type of growth with our new regional airline services contracts with both Continental and Delta through a ten-year capacity purchase agreement with each carrier. Under these new contracts, our two operating subsidiaries will add 31 new regional aircraft between November 2007 and


Table of Contents

Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
February 2009. We believe that the investments we are making at Pinnacle and at Colgan will result in long-term, profitable growth for our stakeholders. However, such investments will require significant resources throughout 2007 and 2008, and will likely negatively impact our 2007 financial results.
We expect to incur costs of approximately $8 million during the second half of 2007 and early 2008 in preparation for the startup of the CRJ-900 and Q400 operations at Pinnacle and Colgan. In addition, we will make investments in inventory to support our new aircraft of approximately $15 million.
As part of our purchase of Q400 aircraft from Bombardier, Inc., we negotiated options and cancelable orders to acquire up to 30 additional Q400 aircraft. Our CPA with Continental can be expanded at Continental's option with the operation of up to 15 additional Q400 aircraft. In addition, our contract with Delta contains a provision that could increase our CRJ-900 operations as a Delta Connection carrier by an additional seven aircraft at Delta's option. We plan to pursue these potential opportunities with Continental and Delta, as well as other Q400 and regional jet opportunities with other major airlines.
Colgan's unit revenue has declined year over year by 3%, primarily due to new competition in certain of Colgan's markets, and due to a decrease in the average prorated fare it receives from US Airways for a connecting passenger. As a result of this trend, we expect Colgan to incur a small loss for the year. We are planning certain initiatives to reduce Colgan's operating costs and streamline its operations. Once implemented, we expect these enhancements will improve the profitability of Colgan's existing operations in 2008 and beyond.
Colgan's existing operations are also subject to seasonal fluctuations. Colgan has historically incurred losses during the first and fourth quarter each year, when demand for air travel declines, and incurred income or smaller losses during the second and third quarter each year, when air travel demand is higher. We expect this seasonality to continue to impact Colgan's financial results in future periods.
Our Pinnacle subsidiary has been in negotiations with the Air Line Pilots Association ("ALPA") since April 2005. While both parties have negotiated in earnest, we have been unable to reach agreement. In August 2006, we filed for mediation with the National Mediation Board. Negotiations resumed on July 24, 2007 under the supervision of the National Mediation Board. It is of utmost importance to us to reach an agreement with ALPA that is consistent with our company-wide philosophy of industry-average pay and benefits with enhanced employee productivity. Pinnacle's pilot group is currently paid below industry average, and we expect a new collective bargaining agreement to contain an increase in pay for Pinnacle's pilots.
ALPA is currently conducting a campaign at Colgan to represent Colgan's pilots. If ALPA is successful, we would enter into negotiations with ALPA for a collective bargaining agreement. We do not expect this outcome to have a material impact on our future results, as Colgan's pilot group is already paid at pay rates approximating industry average.
As more fully described in Note 3 to our condensed consolidated financial statements, we are planning for the return of 15 of Pinnacle's CRJ-200 aircraft to Northwest. These aircraft will be returned at the rate of two per month beginning in October 2007. Upon completion of this transition, Pinnacle will operate a fleet of 124 CRJ-200 aircraft under the ASA (subject to further adjustment under certain circumstances as provided for in the ASA).
The airline industry in general is experiencing a shortage of qualified pilots to absorb the recent growth in industry capacity. This shortage has particularly affected regional airlines such as Pinnacle, as major airlines typically recruit new pilots from within the ranks of regional airlines. During the first quarter, Pinnacle began experiencing higher than normal attrition, primarily due to pilots leaving for positions at major carriers. Pinnacle experienced improvement in its attrition rate in June and July, although attrition is still above long-term historical levels. As a result of the higher than expected attrition, Pinnacle reduced its scheduled flying below its commitments to Northwest during the spring. Pinnacle enacted several programs to increase pilot recruiting and training efforts. Pinnacle's pilot staffing has returned to adequate levels to support its level of operations in the third quarter. As a result, Pinnacle's


Table of Contents

Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
training costs increased by approximately $0.5 million and $1.8 million, respectively, during the three and six months ended June 30, 2007, as compared to the same periods in the prior year.
As a result of reducing capacity below planned levels, Pinnacle did not meet the required completion factor goal for the six months ended June 30, 2007 under Pinnacle's ASA with Northwest. Pursuant to the terms of Pinnacle's ASA, we owe Northwest a performance penalty of approximately $2.4 million for the six months ended June 30, 2007. We recorded a provision of $1.3 million during the second quarter associated with this penalty, having previously recorded $1.1 million of the penalty during the quarter ended March 31, 2007. Pinnacle's operating performance has exceeded ASA requirements since adjusting its schedule in the spring. Assuming our recruiting and training plans remain on track, we do not expect pilot attrition to impact our operational performance during the second half of 2007. While we expect staffing levels at our subsidiaries to be adequate going forward, we also expect higher than normal training costs in the third and fourth quarters as we recruit pilots, flight attendants and mechanics for our new Q400 and CRJ-900 operations.

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