SOURCE: Pinnacle Airlines

August 11, 2008 08:00 ET

Pinnacle Airlines Corp. Reports Second Quarter 2008 Financial Results

Company Reports Consolidated Net Income of $5.4 Million Excluding Special Charges; Announces Pro-Rate Network Modifications at Colgan Air

MEMPHIS, TN--(Marketwire - August 11, 2008) - Pinnacle Airlines Corp. (NASDAQ: PNCL) (the "Company") today reported a second quarter 2008 fully diluted loss per share of $(0.64). Excluding certain special charges discussed below, the Company reported fully diluted earnings per share ("EPS") and net income of $0.30 and $5.4 million, respectively, for the second quarter of 2008. The Company's EPS and net income excluding special charges were $0.43 and $10.3 million, respectively, for the second quarter of 2007.

Significant events at Pinnacle Airlines, Inc. ("Pinnacle"), the Company's regional jet operating subsidiary, and Colgan Air, Inc. ("Colgan"), the Company's regional turboprop operating subsidiary, include the following:

Recent Significant Events

-- Colgan took delivery of seven Q400 aircraft during the second quarter, increasing the total in operation under its capacity purchase agreement with Continental Airlines to 13 as of June 30. The remaining two Q400 aircraft to be operated as a Continental Connection carrier were delivered in July. In addition, Colgan reached agreement with Bombardier, the aircraft manufacturer, to convert the 30 firm cancelable/optional aircraft it has on order into the Q400 next generation cabin configuration. The next generation cabin configuration will include larger overhead storage bins, improved lighting, and modifications to increase the size of the cabin to enhance passenger comfort. As part of this agreement, the delivery positions for the 30 firm cancelable/optional aircraft have been deferred until mid-2010 after the next-generation cabin configuration has been introduced by Bombardier. Despite delays by the manufacturer in the delivery of the Q400 aircraft, Colgan's Q400 operation has been warmly received by Continental Airlines and its customers.

-- During July, Pinnacle and Delta Air Lines agreed to defer the in-service dates of the remaining seven Bombardier CRJ-900 next generation regional jet aircraft to be operated under the Delta Connection Agreement (the "DCA"). During the second quarter, Pinnacle took delivery of three CRJ-900s, increasing its operating fleet to nine aircraft as of June 30. Pinnacle took delivery of two CRJ-900s during July 2008, and has deferred delivery of the remaining five aircraft until their respective in-service dates in 2009 under the DCA.

-- Operating performance with respect to Pinnacle's Northwest Airlink operations improved dramatically during the second quarter. Pinnacle experienced severe weather in its Northwest Airlink operations during the first quarter, causing it to record performance penalties during the first quarter to be paid for the six months ended June 30 under its Airline Services Agreement (the "ASA") with Northwest Airlines. Pinnacle's high level of performance in the second quarter reduced the overall performance penalty owed to Northwest for the six-month period by approximately $0.8 million to $1.7 million.

-- Pinnacle earned approximately $0.3 million in operating performance incentives under its DCA with Delta Air Lines during the second quarter. Pinnacle's Delta Connection performance improved from the first quarter, partially as a result of the schedule changes that Pinnacle and Delta cooperatively implemented in May and June.

"Pinnacle's operations rebounded in the second quarter to the industry leading performance that we are known for," said Phil Trenary, the Company's President and Chief Executive Officer. "In addition, Colgan reported almost break-even operating results on the strength of its new Q400 operations in spite of a nearly 69% increase in fuel costs related to its pro-rate operations. I am proud of the dedication our People at both Pinnacle and Colgan demonstrated despite a difficult industry environment."

Special Charges

The Company recorded a special charge related to the valuation of its auction rate securities ("ARS") portfolio during the second quarter. The Company's ARS portfolio has a par value of $136.1 million. These securities are secured by pools of student loans guaranteed by state-designated guaranty agencies and reinsured by the U.S. government. Auctions for these securities began failing in the first quarter of 2008 and have continued to fail throughout the second quarter. Additionally, a liquid secondary market for these securities has not developed. Given the uncertainty about if or when these securities will be salable for par value, the Company determined that the decline in the market value of these securities is other than temporary. As a result, the Company recorded an impairment charge of $8.7 million in the second quarter to reflect these securities at their estimated fair value. The Company will likely not receive a tax benefit for this charge, as this capital loss cannot be used to offset ordinary income from the Company's operations, and the Company does not expect to have capital gains in the near future. Therefore, net income for the second quarter 2008 was reduced by the full amount of the charge.

In addition, the Company evaluated certain tangible and intangible assets at its Colgan subsidiary in light of the high fuel cost environment and operating losses that Colgan has experienced over the last two quarters. The Company determined that goodwill and certain other assets recorded upon the acquisition of Colgan have been impaired by the industry-wide impact of unprecedented high fuel costs. In addition, the Company will incur costs associated with returning leased aircraft to lessors under its turn-around plan, as discussed below. The Company recorded a special charge of $12.6 million ($8.1 million net of related income taxes) during the second quarter to account for these items. Additionally, the Company expects to record an additional $1.3 million in lease return costs during the third quarter of 2008 under its turn-around plan.

Colgan Pro-Rate Operations Turn-Around Plan

The Company has developed a turn-around plan for Colgan's pro-rate operations to combat the dramatic increase in fuel prices that the entire airline industry is experiencing. The turn-around plan is designed to create a pro-rate operation that can be sustained without significant losses in the current high fuel cost environment. Key components of the turn-around plan include the following:

-- The elimination of 12 markets from Colgan's US Airways Express and United Express operations, effective October 2008. This will result in the retirement of ten Saab aircraft from service in addition to the previously announced retirement of Colgan's fleet of five Beech 1900 aircraft.

-- Increased subsidy under the Federal Essential Air Service ("EAS") program. To offset the increase in fuel costs, Colgan applied for changes in 13 of the 15 markets that it serves under the EAS program. Colgan was awarded service in seven of these markets with an increased subsidy totaling approximately $4 million annually. Colgan will also reduce capacity in four of these seven markets, further reducing Colgan's operating costs. The Department of Transportation ("DOT") accepted competing bids in four of the remaining six markets, and Colgan will exit these markets in October 2008 as part of the planned fleet reduction indicated above. The DOT has not acted upon applications in the remaining two markets. Assuming Colgan receives authority to continue operations in these two markets, Colgan will operate in 11 EAS markets after giving effect to these changes.

-- The addition of Colgan's new maintenance base at Washington/Dulles International airport, where Colgan maintains a significant presence operating as United Express. This will eliminate ferry flights from Colgan's existing maintenance facilities, reducing operating costs. In addition, Colgan has undertaken an effort to streamline its maintenance operations by reducing the number of stations where it maintains a line maintenance function and by increasing the productivity of its maintenance operations.

-- The transition of nine markets that Colgan operated from Pittsburgh under the US Airways Express brand to Washington/Dulles under the United Express brand. This transition was completed during the first quarter, and Colgan has seen an improvement in the revenue performance of these markets.

-- Discussions with United Airlines to jointly reduce certain costs that Colgan incurs at Washington/Dulles as a United Express carrier. Reducing certain distribution and ground handling costs or otherwise supplementing Colgan's revenue in its United Express markets is a key component of maintaining its operations at Washington/Dulles. If United and Colgan are unable to reduce these costs, Colgan may exit additional markets currently operated under the United Express brand.

These significant changes are designed to eliminate unprofitable markets and reduce the losses that Colgan is incurring in its pro-rate operations in the current high-cost fuel environment. The Company expects that the turn-around plan will result in an improvement in Colgan's financial performance, and may eliminate losses in Colgan's pro-rate operations on a full year basis. However, changes in unit revenue or additional increases in fuel costs will affect Colgan's financial performance. In addition, Colgan's profitability in these pro-rate markets will continue to fluctuate seasonally, with Colgan experiencing lower passenger demand and lower unit revenue in the fourth and first quarter of each year than in the second and third quarter of each year.

Second Quarter 2008 Financial and Operating Results

Pinnacle completed 112,051 block hours and 67,810 departures, increases of 2% and 1%, respectively, over the same period in 2007. Pinnacle's capacity increased due to the addition of its Delta Connection operations in 2008, offset partially by 13 fewer CRJ-200 aircraft operating under the ASA. Colgan completed 40,491 block hours and 31,984 departures during the second quarter, increases of 31% and 10%, respectively, over the same period in 2007. The addition of Colgan's Q400 fleet was the primary factor in the growth in its operations.

The Company recorded operating revenue of $221.2 million, an increase of $20.2 million, or 10%, over the same period in 2007. This increase is primarily related to revenue earned under the Company's new contracts with Delta and Continental. Excluding special charges, consolidated operating income and operating margin were $15.1 million and 6.8%, respectively, during the second quarter of 2008. Consolidated operating income and operating margin for the second quarter of 2007 were approximately $14.8 million and 7.4%, respectively. A $5.4 million year-over-year increase in fuel costs related to Colgan's pro-rate operations was partially offset by operating income from the addition of the Company's new Q400 and CRJ-900 operations and improvements in the financial performance of Pinnacle's existing CRJ-200 operations.

Net interest expense for the second quarter was approximately $7.1 million, as compared to net interest expense of $0 during the second quarter of 2007. The increase in net interest expense is driven by interest costs from the investments the Company has made in its new fleet of Q400 and CRJ-900 aircraft.

Net income for the second quarter excluding special charges was $5.4 million, as compared to net income during the second quarter of 2007 of $10.3 million, excluding special charges.

Cash and Investments

The Company ended the quarter with unrestricted cash and cash equivalents totaling $65.2 million.

The Company generated $16.2 million from operating activities during the second quarter. This included $3.4 million of net collateral deposits related to the Company's interest rate hedging program that were returned to the Company during the quarter and $12.8 million of cash flow from airline operations. Cash used for investing activities of $11.2 million primarily related to capital expenditures at the Company's operating subsidiaries. Cash used in financing activities was $16.7 million, which included $36.7 million in debt repayments associated with the Company's aircraft pre-delivery payment financing facilities and other related financing payments, offset by $20.0 million in proceeds from draws under the Company's bank credit facilities.

About Pinnacle Airlines Corp.

Pinnacle Airlines Corp., an airline holding company, is the parent company of Pinnacle Airlines, Inc. and Colgan Air, Inc. Pinnacle Airlines, Inc. operates under the name Northwest Airlink and Delta Connection and operates 125 CRJ-200 and nine CRJ-900 regional jet aircraft in the United States, Canada, the Bahamas, Mexico, U.S. Virgin Islands, and Turks and Caicos Islands. Colgan Air, Inc. operates as Continental Connection, United Express and US Airways Express and operates a fleet of 15 Q400, 40 Saab 340 and five Beech 1900 turboprop regional aircraft.

Non-GAAP Disclosures

This release and certain tables accompanying this release include certain financial information not prepared in accordance with generally accepted accounting principles ("GAAP"), the Company's consolidated operating income, operating margin, net income and diluted earnings (loss) per share ("EPS") for the three and six months ended June 30, 2008 and 2007, excluding special charges related to the impairment of Colgan's goodwill and intangible assets, Colgan's lease return costs, and the impairment of auction rate securities in 2008 and the loss on the sale of the unsecured claim in the second quarter of 2007. The Company believes that this information is useful to investors as it indicates more clearly the Company's comparative year-to-year results. None of this information should be considered a substitute for any measures prepared in accordance with GAAP. The Company has included its reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures in the accompanying schedules.

Forward-Looking Statements

This press release contains various forward-looking statements that are based on management's beliefs, as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions, including those set forth in our filings with the Securities and Exchange Commission, which are available to investors at our website or online from the Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove erroneous, actual results may vary materially from results that were anticipated or projected. The Company does not intend to update these forward-looking statements before its next required filing with the Securities and Exchange Commission.

For further information, please contact Joe Williams, at (901) 346-6162, or visit our website at www.pncl.com.


                          Pinnacle Airlines Corp.
          Condensed Consolidated Statements of Income (Unaudited)
                  (in thousands, except per share data)



                                                      Three Months Ended
                                                           June 30,
                                                    ----------------------
                                                       2008        2007
                                                    ----------  ----------
Operating revenues
  Regional airline services                         $  219,013  $  198,480
  Other                                                  2,141       2,514
                                                    ----------  ----------
Total operating revenues                               221,154     200,994

Operating expenses
  Salaries, wages and benefits                          57,147      50,261
  Aircraft fuel                                         14,899       9,512
  Aircraft maintenance, materials and repairs           23,694      23,345
  Aircraft rentals                                      32,507      35,306
  Other rentals and landing fees                        17,372      15,061
  Ground handling services                              23,672      23,873
  Commissions and passenger related expense              7,427       6,741
  Depreciation and amortization                          6,604       2,318
  Other                                                 22,742      19,755
  Impairment of goodwill and other charges              12,619           -
                                                    ----------  ----------
Total operating expenses                               218,683     186,172
                                                    ----------  ----------

Operating income                                         2,471      14,822

Operating income as a percentage of operating
 revenues                                                  1.1%        7.4%

Nonoperating (expense) income
  Interest income                                        1,724       2,882
  Interest expense                                      (8,821)     (2,907)
  Impairment of auction rate securities                 (8,675)          -
  Loss on sale of unsecured claim                            -      (4,144)
  Miscellaneous income                                     148         318
                                                    ----------  ----------
Total nonoperating expense                             (15,624)     (3,851)
                                                    ----------  ----------
Income (loss) before income taxes                      (13,153)     10,971
Income tax benefit (expense)                             1,702      (3,309)
                                                    ----------  ----------
Net income (loss)                                   $  (11,451) $    7,662
                                                    ==========  ==========

Basic earnings (loss) per share                     $    (0.64) $     0.35
                                                    ==========  ==========

Diluted earnings (loss) per share                   $    (0.64) $     0.32
                                                    ==========  ==========

Shares used in computing basic (loss) earnings per
 share                                                  17,869      21,752
                                                    ==========  ==========
Shares used in computing diluted (loss) earnings
 per share                                              17,869      24,240
                                                    ==========  ==========






                          Pinnacle Airlines Corp.
          Condensed Consolidated Statements of Income (Unaudited)
                  (in thousands, except per share data)



                                                Six Months Ended June 30,
                                                --------------------------
                                                    2008          2007
                                                ------------  ------------
Operating revenues
  Regional airline services                     $    420,172  $    375,425
  Other                                                5,323         5,119
                                                ------------  ------------
Total operating revenues                             425,495       380,544

Operating expenses
  Salaries, wages and benefits                       112,473        97,562
  Aircraft fuel                                       26,772        15,933
  Aircraft maintenance, materials and repairs         45,542        41,439
  Aircraft rentals                                    66,028        69,029
  Other rentals and landing fees                      32,849        28,971
  Ground handling services                            51,061        47,965
  Commissions and passenger related expense           14,253        11,566
  Depreciation and amortization                       10,980         4,372
  Other                                               43,667        36,060
  Impairment of goodwill and other charges            12,619             -
                                                ------------  ------------
Total operating expenses                             416,244       352,897
                                                ------------  ------------

Operating income                                       9,251        27,647

Operating income as a percentage of operating
 revenues                                                2.2%          7.3%

Nonoperating (expense) income
  Interest income                                      4,038         5,947
  Interest expense                                   (13,663)       (4,981)
  Impairment of auction rate securities               (8,675)            -
  Loss on sale of unsecured claim                          -        (4,144)
  Miscellaneous (expense) income                         (26)          336
                                                ------------  ------------
Total nonoperating expense                           (18,326)       (2,842)
                                                ------------  ------------
Income (loss) before income taxes                     (9,075)       24,805
Income tax benefit (expense)                             277        (7,778)
                                                ------------  ------------
Net income (loss)                               $     (8,798) $     17,027
                                                ============  ============

Basic earnings (loss) per share                 $      (0.49) $       0.78
                                                ============  ============

Diluted earnings (loss) per share               $      (0.49) $       0.70
                                                ============  ============

Shares used in computing basic (loss) earnings
 per share                                            17,864        21,869
                                                ============  ============
Shares used in computing diluted (loss)
 earnings per share                                   17,864        24,489
                                                ============  ============






                          Pinnacle Airlines Corp.
                  Condensed Consolidated Balance Sheets
                    (in thousands, except share data)




                                                  June 30,    December 31,
                                                    2008          2007
                                                ------------  ------------
Assets                                          (Unaudited)
Current assets
  Cash and cash equivalents                     $     65,228  $     26,785
  Restricted cash                                      4,948         5,327
  Short-term investments                                   -       186,850
  Receivables, net                                    34,683        31,107
  Spare parts and supplies, net                       20,176        16,030
  Prepaid expenses and other assets                   11,233        16,535
  Deferred income taxes, net of allowance             13,600        12,285
  Income taxes receivable                             13,758             -
                                                ------------  ------------
    Total current assets                             163,626       294,919
Property and equipment
  Flight equipment                                   560,126       162,374
  Aircraft pre-delivery payments                      23,054        81,425
  Other property and equipment                        43,124        39,969
  Less accumulated depreciation                      (39,042)      (28,358)
                                                ------------  ------------
    Net property and equipment                       587,262       255,410

Investments                                          127,425             -
Deferred income taxes, net of allowance               69,698        79,856
Other assets, primarily aircraft deposits             33,706        28,528
Debt issuance costs, net                               6,229         4,598
Goodwill                                              18,422        28,206
Intangible assets, net                                15,419        17,071
                                                ------------  ------------
Total assets                                    $  1,021,787  $    708,588
                                                ============  ============

Liabilities and stockholders’ equity
Current liabilities
  Short-term notes payable and current
   maturities of long-term debt                 $     39,036  $     73,513
  Bank lines of credit                                88,275         8,375
  Accounts payable                                    29,447        33,062
  Deferred revenue                                    23,839        24,099
  Accrued expenses and other current
   liabilities                                        82,963       104,410
                                                ------------  ------------
    Total current liabilities                        263,560       243,459

Senior convertible notes                             121,000       121,000
Long-term debt, less current maturities              388,082        71,812
Deferred revenue, net of current portion             200,326       209,752
Other liabilities                                      4,207         4,743
Commitments and contingencies

Stockholders’ equity
  Series A preferred share, stated value $100
   per share, one issued share, retired on
   January 4, 2008                                         -             -
  Common stock, $0.01 par value; 40,000,000
   shares authorized; 22,514,782 and 22,402,999
   shares issued, respectively                           225           224
 Treasury stock, at cost, 4,450,092 shares           (68,152)      (68,152)
 Additional paid-in capital                           92,625        91,165
 Accumulated other comprehensive loss                (16,073)      (10,200)
 Retained earnings                                    35,987        44,785
                                                ------------  ------------
Total stockholders’ equity                            44,612        57,822
                                                ------------  ------------
Total liabilities and stockholders’ equity      $  1,021,787  $    708,588
                                                ============  ============






                          Pinnacle Airlines Corp.
        Condensed Consolidated Statements of Cash Flows (Unaudited)
                              (in thousands)



                                                Six Months Ended June 30,
                                                --------------------------
                                                    2008          2007
                                                ------------  ------------
Cash (used in) provided by operating activities $     (1,062) $    280,910

Cash provided by (used in) investing activities       31,490      (209,682)

Cash provided by (used in) financing activities        8,015       (37,476)
                                                ------------  ------------

Net increase in cash and cash equivalents             38,443        33,752

Cash and cash equivalents at beginning of
 period                                               26,785           705
                                                ------------  ------------

Cash and cash equivalents at end of period      $     65,228  $     34,457
                                                ============  ============




                        Pinnacle  Airlines  Corp.
                    Operating  Statistics  (Unaudited)


                         Pinnacle Airlines Corp. Consolidated
           ---------------------------------------------------------------
             Three Months Ended June 30,      Six Months Ended June 30,
           -------------------------------  ------------------------------
             2008       2007       Change     2008       2007      Change
           ---------  ---------  ---------  ---------  ---------  --------
Other Data:
Revenue
 passengers
 (in
 thousands)    3,389      3,058         11%     6,253      5,528        13%
Revenue
 passenger
 miles (in
 thous-
 ands)     1,436,388  1,310,470         10% 2,624,389  2,368,071        11%
Available
 seat
 miles
 ("ASMs")
 (in
 thous-
 ands)     1,890,857  1,693,208         12% 3,565,313  3,244,434        10%
Passenger
 load
 factor         76.0%      77.4% (1.4) pts.      73.6%      73.0%  0.6 pts.
Block
 hours       152,542    140,630          8%   297,737    272,733         9%
Departures    99,794     96,308          4%   192,573    181,161         6%
Number of
 operating
 aircraft
 (end of
 period)         193        191          1%
Employees
 (end of
 period)       5,680      5,280          8%


                               Pinnacle Airlines, Inc.
           ---------------------------------------------------------------
             Three Months Ended June 30,      Six Months Ended June 30,
           -------------------------------  ------------------------------
             2008       2007       Change     2008       2007      Change
           ---------  ---------  ---------  ---------  ---------  --------
Other Data:
Revenue
 passengers
 (in
 thousands)    2,726     2,643          3%      5,151      4,841         6%
Revenue
 passenger
 miles (in
 thous-
 ands)     1,287,429 1,233,335          4%  2,386,709  2,240,500         7%
Available
 seat
 miles (in
 thous-
 ands)     1,622,264  1,532,510         6%  3,116,125  2,965,558         5%
Passenger
 load
 factor         79.4%      80.5% (1.1) pts.      76.6%      75.6%  1.0 pts.
Operating
 revenue
 per ASM
 (in cents)     9.60       9.73        (1)%      9.95       9.87         1%
Operating
 cost per
 ASM (in
 cents)         8.65       8.81        (2)%      9.07       8.96         1%
Operating
 revenue
 per block
 hour      $   1,390  $   1,358         2%  $   1,384  $   1,350         3%
Operating
 cost per
 block
 hour      $   1,252  $   1,230         2%  $   1,260  $   1,225         3%
Block
 hours       112,051    109,810         2%    224,112    216,823         3%
Departures    67,810     67,265         1%    133,789    131,228         2%
Average
 daily
 utilization
 (block
 hours)         8.97       8.68         3%       8.91       8.81         1%

Average
 stage
 length
 (miles)         468        461         2%        461        459         -%
Number of
 operating
 aircraft
 (end of
 period)
    CRJ-200      126        139       (9)%
    CRJ-900        9          -       100%
Employees
 (end of
 period)       4,144      4,015         3%



                                      Colgan Air, Inc.
                  --------------------------------------------------------
                  Three Months Ended June 30,   Six Months Ended June 30,
                  ---------------------------  ---------------------------
                    2008     2007     Change     2008     2007     Change
                  -------  -------  ---------  -------  -------  ---------
Other Data:
Revenue
 passengers (in
 thousands)           663      415        60%    1,102      687        60%
Revenue passenger
 miles (in
 thousands)       148,959   77,135        93%  237,680  127,571        86%

Available seat
 miles (in
 thousands)       268,593  160,698        67%  449,188  278,876        61%
Passenger load
 factor              55.5%    48.0%  7.5 pts.     52.9%    45.7%   7.2 pts.

Operating revenue
 per ASM (in cents) 24.37    32.19       (24)%   25.69    31.50       (18)%
Operating cost
 per ASM (in
 cents)             29.18    31.70        (8)%   29.78    31.34        (5)%
Operating cost
 per ASM (in
 cents)
 (excluding
 impairment of
 goodwill  and
 other charges)     24.48    31.70       (23)%   26.97    31.34       (14)%
Operating revenue
 per block hour   $ 1,616  $ 1,678        (4)% $ 1,567  $ 1,571         -%
Operating cost
 per block hour   $ 1,936  $ 1,653        17%  $ 1,817  $ 1,563        16%

Operating cost
 per block hour
 (excluding
 impairment of
 goodwill and
 other charges)   $ 1,624  $ 1,653        (2)% $ 1,646  $ 1,563         5%

Block hours        40,491   30,820        31%   73,625   55,910        32%
Departures         31,984   29,043        10%   58,784   49,933        18%
Average daily
 utilization
 (block hours)       7.76     6.50        19%     7.56     6.65        14%
Average stage
 length (miles)       211      185        14%      203      184        10%
Fuel consumption
 (in thousands of
 gallons)           3,931    4,299        (9)%   7,617    8,124        (6)%
Average price per
 gallon              3.79     2.25        69%     3.51     2.15        63%
Number of operating
 aircraft (end of
 period)
    Saab 340           40       42        (5)%
    Beech 1900          5       10       (50)%
    Q400               13        -       100%
Employees (end of
 period)            1,427    1,183        21%




                          Pinnacle Airlines Corp.
            Reconciliation of Non-GAAP Disclosures (Unaudited)
                  (in thousands, except per share data)


                                          Three Months Ended June 30,
                                     ------------------------------------
                                                               % Increase
                                         2008         2007     (Decrease)
                                     -----------  -----------  ----------
Consolidated operating income:
Operating income in accordance with
 GAAP                                $     2,471  $    14,822         (83)%
Add: Impairment of goodwill and
 other charges                            12,619            -         100%
                                     -----------  -----------  ----------
Non-GAAP operating income            $    15,090  $    14,822           2%
                                     ===========  ===========  ==========

Consolidated operating margin:
Operating margin in accordance with
 GAAP                                        1.1%         7.4% (6.3) pts.
Add: Impairment of goodwill and
 other charges                               5.7%           -    5.7 pts.
                                     -----------  -----------  ----------
Non-GAAP operating margin                    6.8%         7.4% (0.6) pts.
                                     ===========  ===========  ==========

Net (loss) income:
Net (loss) income in accordance with
 GAAP                                $   (11,451) $     7,662        (249)%
Add: Impairment of goodwill and
 other charges, net of tax                 8,139            -         100%
Add: Impairment of auction rate
 securities                                8,675            -         100%
Add: Loss on sale of unsecured
 claim, net of tax                             -        2,644        (100)%
                                     -----------  -----------  ----------
Non-GAAP net income                  $     5,363  $    10,306         (48)%
                                     ===========  ===========  ==========

Diluted earnings (loss) per share:
Diluted earnings (loss) per share in
 accordance with GAAP                $     (0.64) $      0.32        (300)%
Add: Impairment and of goodwill and
 other charges, net of tax                  0.45            -         100%
Add: Impairment of auction rate
 securities                                 0.49            -         100%
Add: Loss on sale of unsecured
 claim, net of tax                             -         0.11        (100)%
                                     -----------  -----------  ----------
Non-GAAP diluted earnings per share  $      0.30  $      0.43         (30)%
                                     ===========  ===========  ==========


                                           Six Months Ended June 30,
                                     ------------------------------------
                                                               % Increase
                                         2008         2007     (Decrease)
                                     -----------  -----------  ----------
Consolidated operating income:
Operating income in accordance with
 GAAP                                $     9,251  $    27,647         (67)%
Add: Impairment of goodwill and
 other charges                            12,619            -         100%
                                     -----------  -----------  ----------
Non-GAAP operating income            $    21,870  $    27,647         (21)%
                                     ===========  ===========  ==========

Consolidated operating margin:
Operating margin in accordance with
 GAAP                                        2.2%         7.3% (5.1) pts.
Add: Impairment of goodwill and
 other charges                               3.0%           -    3.0 pts.
                                     -----------  -----------  ----------
Non-GAAP operating margin                    5.2%         7.3% (2.1) pts.
                                     ===========  ===========  ==========

Net income:
Net (loss) income in accordance with
 GAAP                                $    (8,798) $    17,027        (152)%
Add: Impairment of goodwill and
 other charges, net of tax                 8,139            -         100%
Add: Impairment of auction rate
 securities                                8,675            -         100%
Add: Loss on sale of unsecured
 claim, net of tax                             -        2,635        (100)%
                                     -----------  -----------  ----------
Non-GAAP net income                  $     8,016  $    19,662         (59)%
                                     ===========  ===========  ==========

Diluted EPS:
Diluted earnings (loss) per share in
 accordance with GAAP                $     (0.49) $      0.70        (170)%
Add: Impairment of goodwill and
 other charges, net of tax                  0.45            -         100%
Add: Impairment of auction rate
 securities                                 0.49            -         100%
Add: Loss on sale of unsecured
 claim, net of tax                             -         0.11        (100)%
                                     -----------  -----------  ----------
Non-GAAP diluted earnings per share  $      0.45  $      0.81         (44)%
                                     ===========  ===========  ==========

Contact Information

  • For further information, please contact:
    Joe Williams
    (901) 346-6162
    www.pncl.com