10-Q 1 k80680e10vq.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark one) / X / Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 27, 2003. / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to . -------------- ----------------- Commission File Number 333-49429-01 PRESTOLITE ELECTRIC HOLDING, INC. --------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-3142033 ------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2311 Green Road, Ste. B., Ann Arbor, Michigan 48105 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (734) 913-6600 ----------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name, address, and former fiscal year, if changed since last report) Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes X No ---------- ---------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Number of common shares outstanding Class: as of November 10, 2003 Common Stock 1,969,000 This form 10Q may be found on Prestolite's website at http://www.prestolite.com/literature/corp/2003_3q10q.pdf. FORM 10-Q TABLE OF CONTENTS

~~June~~Part ~~28,~~I: ~~December~~Financial ~~31,~~Information ~~2003~~Item ~~2002 ------------ ----------- Assets (Unaudited) Current Assets~~1: ~~Cash~~Financial $Statements ~~3,668~~Condensed $Consolidated ~~4,386~~Balance ~~Accounts~~Sheets ~~receivable,~~at ~~net~~September ~~of allowances 29~~27,~~987~~ ~~28,264~~2003 ~~Inventories,~~(unaudited) ~~net 46,850 38,699 Prepaid~~ and ~~other~~December ~~current assets 3,209 2,675 --------- --------- Total current assets 83,714 74,024 Property, plant and equipment, net~~ 31,~~515~~ ~~33,032~~2002 ~~Investments 577 577 Goodwill 4,138 4,048 Other intangibles, net~~ 3~~,367~~ ~~3,393~~Unaudited ~~Long-term~~Condensed ~~receivables~~Consolidated ~~and~~Statements ~~pension assets 3,941 3,435 Net assets~~ of ~~discontinued~~Operations ~~operations~~Three ~~2,073~~and ~~1,976~~nine ~~---------~~months ~~---------~~ended ~~Total~~September ~~assets $ 129~~27,~~325~~ $2003 ~~120,485~~and ~~=========~~September ~~========= Liabilities Current Liabilities: Revolving credit $ 5~~28,~~761~~ $2002 3,575 Current portion of long-term debt 867 740 Accounts payable 17,893 16,118 Accrued liabilities 15,921 15,006 --------- --------- Total current liabilities 40,442 35,439 Long-term debt 104,189 105,125 Other non-current liabilities 9,954 9,955 --------- --------- Total liabilities 154,585 150,519 Minority interest 4~~,716~~ ~~5,908~~Unaudited ~~Stockholders'~~Condensed ~~equity~~Consolidated ~~(deficit)~~Statements ~~Common~~of ~~stock,~~Cash ~~par~~Flows ~~value~~Nine ~~$.01,~~months ~~5,000,000~~ended ~~shares~~September ~~authorized~~27, ~~1,969,000~~2003 ~~shares issued~~ and ~~outstanding~~September ~~at June~~ 28, ~~2003 and December 31,~~ 2002 ~~2 2 Paid-in capital 17,538 16,957 Accumulated deficit (1,780) (~~5~~,151)~~ Notes ~~receivable,~~to ~~employees'~~Unaudited ~~stock~~Condensed ~~purchase,~~Consolidated ~~7.74%~~Financial ~~due~~Statements ~~2002~~6 ~~(105)~~Item ~~(105)~~2: ~~Treasury~~Management's ~~stock,~~Discussion ~~1,334,000~~and ~~shares~~Analysis onof ~~June~~Financial ~~28,~~Condition ~~2003~~ and ~~December~~Results ~~31,~~of ~~2002~~Operations ~~(24,900)~~14 ~~(24,900)~~Item ~~---------~~4: ~~---------~~Controls ~~Total~~and ~~stockholders'~~Procedures ~~deficit~~18 ~~before~~Part ~~accumulated~~II: ~~other~~Other ~~comprehensive~~Information ~~income~~19 ~~(loss)~~Signatures ~~(9,245)~~20 ~~(13,197)~~Certification ~~Minimum~~of ~~pension~~the ~~liability~~Chief ~~(9,156)~~Executive ~~(9,156)~~Officer ~~Foreign~~pursuant ~~currency~~to ~~translation~~Section ~~adjustment~~302 ~~(11,575)~~of ~~(13,589)~~the Sarbanes-~~--------~~Oxley ~~---------~~Act ~~Accumulated~~of ~~other~~2002 ~~comprehensive~~21 ~~income~~Certification ~~(loss)~~of ~~(20,731)~~the ~~(22,745)~~Chief ~~Total~~Financial ~~stockholders'~~Officer ~~equity~~pursuant ~~(deficit)~~to ~~(29,976)~~Section ~~(35,942)~~302 ~~---------~~of the Sarbanes-~~--------~~Oxley ~~Total~~Act ~~liabilities~~of ~~and~~2002 ~~stockholders' equity (deficit) $ 129,325 $ 120,485 ========= =========~~22

Page 2 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)

~~For~~September ~~the~~27, ~~three~~December ~~months~~31, ~~ended~~2003 ~~For~~2002 ~~the six months ended~~ ---------~~---------------------~~ ---------~~---------------------~~ ~~June~~Assets 28(Unaudited) Current Assets: Cash $ 996 $ 4,386 ~~June~~Accounts 29receivable, ~~June~~net of allowances 34,858 28,264 ~~June~~Inventories, 29net 44,243 ~~2003~~38,699 ~~2002~~Prepaid ~~2003~~and ~~2002~~other ~~-----------~~current ~~-----------~~assets 3,203 2,675 ----------- ----------- ~~Net~~Total ~~sales~~current $assets 4683,~~037~~300 $74,024 40Property,~~742~~ $plant 88and equipment,~~414~~ $net 7730,~~383~~914 ~~Cost~~33,032 ofInvestments ~~goods~~577 ~~sold~~577 34Goodwill 4,~~626~~158 304,~~608~~048 65Other intangibles,~~712~~ 58net 3,~~717~~171 ~~-----------~~3,393 Long-~~----------~~term receivables and pension assets 4,162 3,435 Net assets of discontinued operations 2,208 1,976 ----------- ----------- ~~Gross~~Total ~~profit~~assets ~~11,411~~$ 10128,~~134~~490 ~~22,702~~$ 18120,~~666~~485 ~~Selling,~~========= ~~general~~========= ~~and~~Liabilities ~~administrative~~Current ~~5,816~~Liabilities: ~~5,541~~Revolving ~~11,494~~credit 11$ 4,~~096~~372 ~~Stock~~$ ~~option~~3,575 ~~charges~~Current ~~581~~portion of long-term ~~581~~debt -771 ~~Severance~~740 ~~charges~~Accounts 61payable 8918,315 8316,118 ~~180~~Accrued liabilities 14,420 15,006 ----------- --------- Total current liabilities 37,878 35,439 Long-term debt 103,734 105,125 Other non-current liabilities 9,664 9,955 ----------- ----------- ~~Operating~~Total ~~income~~liabilities 4151,~~953~~276 4150,~~504~~519 10Minority interest 5,~~544~~434 75,~~390~~908 ~~Interest~~Stockholders' ~~expense~~equity ~~2,818~~(deficit) 2Common stock,~~745~~ 5par value $.01,~~544~~ 5,~~616~~000,000 ~~Foreign~~shares ~~exchange~~authorized, ~~losses~~1,969,000 ~~284~~shares ~~387~~issued 78and ~~963~~outstanding ~~Lease~~at ~~guarantee~~September ~~charge~~27, -2003 ~~400~~and -December ~~400~~31, ~~Minority~~2002 ~~interest~~2 ~~expense~~2 ~~275~~Paid-in ~~582~~capital ~~830~~19,644 ~~900~~16,957 ~~Other~~Accumulated ~~income~~deficit (932,179) (~~105~~5,151) ~~(171)~~Notes ~~(38)~~receivable, ~~-----------~~employees' ~~-----------~~stock ~~-----------~~purchase, ~~-----------~~7.74% ~~Income~~(105) (~~loss~~105) ~~before~~Treasury ~~income~~stock, ~~taxes~~ 1,~~669~~334,000 ~~495~~shares ~~4,263~~on ~~(451)~~September ~~Provision~~27, ~~for~~2003 ~~income~~and ~~taxes~~December ~~488~~31, ~~307~~2002 ~~892~~(24,900) ~~466~~(24,900) ----------- ----------- ~~-----------~~Total ~~-----------~~stockholders' ~~Net~~deficit before accumulated other comprehensive income (loss) 1(7,~~181~~538) ~~188 3,371~~ (~~917~~13,197) ~~Other~~Minimum ~~comprehensive~~pension ~~income~~liability (~~loss~~9,156): (9,156) Foreign currency translation adjustment 1(11,~~751~~526) ~~504 2,014~~ (413,~~228~~589) ----------- ----------- Accumulated other comprehensive income (loss) (20,682) (22,745) Total stockholders' equity (deficit) (28,220) (35,942) ----------- ----------- ~~Comprehensive~~Total ~~income~~liabilities ~~(loss)~~and $stockholders' ~~2,932~~equity $(deficit) ~~692~~ $ 5128,~~385~~490 $ (5120,~~145)~~485 =========== =========== =========== =========== Basic earnings (loss) per common share $ 0.60 $ 0.09 $ 1.71 $ (0.46) Diluted earnings (loss) per common share $ 0.56 $ 0.09 $ 1.61 $ (0.46) Basic weighted average shares outstanding 1,969,000 1,985,000 1,969,000 1,985,000 Diluted weighted average shares outstanding 2,091,007 1,985,000 2,091,007 1,985,000

The accompanying notes are an integral part of the condensed consolidated financial statements. Page 3 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts)

For the ~~six~~three months ended For the nine months ended ------------------------------ ~~June~~------------------------------ September 27, September 28, ~~June~~September 2927, September 28, 2003 2002 2003 2002 ----------- ----------- ~~CASH~~----------- ~~FLOWS~~----------- ~~FROM~~Net ~~OPERATING~~sales ~~ACTIVITIES:~~$ ~~Net~~50,865 ~~income~~$ ~~(loss)~~43,152 $ 3139,~~371~~279 $ ~~(917)~~120,535 ~~Adjustments~~Cost toof ~~reconcile~~goods ~~net~~sold ~~income~~39,367 ~~(loss)~~32,789 to105,079 ~~net~~91,506 ~~cash~~----------- ~~provided~~----------- by----------- ~~(used~~----------- ~~in)~~Gross ~~operating~~profit ~~activities:~~11,498 ~~Depreciation~~10,363 334,~~369~~200 229,~~965~~029 ~~Amortization~~Selling, ~~376~~general ~~339~~and ~~Option~~administrative ~~repurchase~~5,573 /5,047 ~~extension~~17,067 ~~581~~16,143 ~~Minority~~Sale ~~interest~~transaction ~~income~~costs ~~830~~189 ~~900~~-- ~~Loss~~189 ~~(gain)~~-- onStock ~~sale~~option ofcharges ~~property~~2,106 ~~plant, and equipment~~ (86647) 32,687 ~~Deferred gain on sale and leaseback~~ (96647) ~~(96)~~Severance ~~Changes~~charges in35 ~~working~~1,700 ~~capital~~118 ~~items (8~~1,~~164)~~880 ~~(4,555)~~ ----------- ----------- ~~Net cash provided by (used in) continuing operating activities 181 (1,361) Net cash provided by (used in) discontinued operations (97) 2,925~~ ----------- ----------- ~~NET~~Operating ~~CASH~~income ~~PROVIDED~~3,595 BY4,263 ~~(USED~~14,139 ~~IN)~~11,653 ~~OPERATING~~Interest ~~ACTIVITIES~~expense 842,673 12,~~564~~816 ~~CASH~~8,217 ~~FLOWS~~8,432 ~~FROM~~Foreign ~~INVESTING~~exchange ~~ACTIVITIES:~~losses ~~Capital~~286 ~~expenditures~~62 ~~(2,359)~~364 (1,~~971)~~025 ~~Proceeds~~Lease ~~from~~guarantee ~~disposal~~charge of-- ~~fixed~~-- ~~assets~~-- ~~294~~400 -Minority ~~Acquisition~~interest ofexpense ~~Mosal~~718 -741 1,548 1,641 Other income (~~179~~90) ~~Investment~~(94) in(261) ~~affiliates~~ (~~155~~132) ----------- ----------- ----------- ~~NET~~----------- ~~CASH~~Income ~~USED IN INVESTING ACTIVITIES~~ (~~2,220~~loss) ~~(2,150)~~before ~~CASH~~income ~~FLOWS~~taxes ~~FROM~~8 ~~FINANCING~~738 ~~ACTIVITIES: Net increase in revolving line of credit 2~~4,~~180~~271 ~~158~~287 ~~Payments~~Provision onfor ~~long-term debt~~ (~~432)~~benefit ~~(738) Proceeds~~ from ~~borrowings - 362 Borrowings (payments~~) onincome ~~capital~~taxes ~~leases~~407 (~~130~~238) ~~(190) Other financing costs~~1,299 ~~net~~228 ~~(377) (6)~~ ----------- ----------- ~~NET CASH PROVIDED BY FINANCING ACTIVITIES 1,241 (414) Effect of exchange rate changes on cash 177 186~~ ----------- ----------- Net ~~increase~~income (~~decrease~~loss) ~~in cash~~ (~~718~~399) 976 2,972 59 Other comprehensive income (~~814~~loss): ~~Cash~~Foreign -currency ~~beginning~~translation ofadjustment ~~period~~49 ~~4,386~~540 2,~~907~~063 (3,688) ----------- ----------- ~~CASH~~----------- ----------- ~~END~~Comprehensive OFincome ~~PERIOD~~(loss) $ 3(350) $ 1,~~668~~516 $ 25,~~093~~035 $ (3,629) =========== =========== =========== =========== Basic earnings (loss) per common share $ (0.20) $ 0.49 $ 1.51 $ 0.03 Diluted earnings (loss) per common share $ (0.20) $ 0.49 $ 1.38 $ 0.03 Basic weighted average shares outstanding 1,969,000 1,977,000 1,969,000 1,977,000 Diluted weighted average shares outstanding 2,201,514 1,977,000 2,159,011 1,977,000

The accompanying notes are an integral part of the condensed consolidated financial statements. Page 4 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

~~Goodwill~~For the nine months ended --------------------------------- September 27, ~~December~~September 3128, 2003 2002 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,972 $ 59 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 5,132 4,~~048~~424 ~~Impact~~Amortization 567 537 Option repurchase / extension 2,687 (647) Minority interest income 1,548 1,641 Loss (gain) on sale of ~~changes~~property, plant, and equipment (179) 4 Deferred gain on sale and leaseback (144) (144) Deferred taxes -- 19 Changes in ~~foreign~~working ~~currency~~capital 90items (12,141) (9,043) ------------- ~~Goodwill~~------------- Net cash provided by (used in) continuing operating activities 442 (3,150) ~~June~~Net 28cash provided by (used in) discontinued operations (232) 2,865 ~~2003~~------------- $------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 210 (285) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,487) (3,133) Proceeds from disposal of fixed assets 386 6 Acquisition of Mosal -- (179) Investment in affiliates (167) -- ------------- ------------- NET CASH USED IN INVESTING ACTIVITIES (3,268) (3,306) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in revolving line of credit 756 2,892 Payments on long-term debt (700) (863) Proceeds from borrowings -- 362 Borrowings (payments) on capital leases (246) (300) Other financing costs, net (509) (8) ------------- ------------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (699) 2,083 Effect of exchange rate changes on cash 367 339 ------------- ------------- Net increase (decrease) in cash (3,390) (1,169) Cash - beginning of period 4,~~138~~386 2,907 ------------- ------------- CASH - END OF PERIOD $ 996 $ 1,738 ============= =============

The accompanying notes are an integral part of the condensed consolidated financial statements. Page 5 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: GENERAL INFORMATION Prestolite Electric Holding, Inc. conducts all of its operations through its wholly-owned principal subsidiary, Prestolite Electric Incorporated. There are no material differences between the financial statements of Prestolite Electric Holding, Inc. and Prestolite Electric Incorporated (collectively, "Prestolite," "us," "we" or the "Company"). These unaudited condensed consolidated financial statements have been prepared by us in accordance with Rule 10-01 of Regulation S-X and have been prepared on a basis consistent with our audited financial statements for the year ended December 31, 2002. These statements reflect all adjustments, including items of a normal recurring nature, which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows for the interim periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements and the related notes should be read in conjunction with our audited financial statements, the notes to those statements and the other material included in our Annual Report on Form 10-K for the year ended December 31, 2002. The results of operations for the nine-month period ended September 27, 2003 are not necessarily indicative of the operating results that may be expected for the full year or any other interim period. On January 22, 2002, the 1,920,000 shares of Prestolite Electric Holding, Inc. formerly held by Genstar Capital Corporation were distributed to the 39 shareholders of Genstar Capital Corporation. The voting power associated with the shares is exercised by Genstar Capital Corporation. NOTE 2: JOINT VENTURE Prestolite Electric Beijing, Ltd. (PEBL) began operations in The People's Republic of China on April 1, 2001. Prestolite initially contributed certain technology to PEBL and agreed to contribute an additional $1.9 million in cash to PEBL by the first quarter of 2004. In order to receive a dividend from PEBL, the contributed capital was required to be made. Therefore in the second quarter of 2003 the contribution of $1.9 million was made. Subsequently, we received a dividend of $2.2 million from PEBL. The joint venture partners have not received their corresponding dividend as of September 27, 2003 and as a result, $2.1 million is included in accrued liabilities at September 27, 2003. Page 6 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 3: GOODWILL AND INTANGIBLE ASSETS Changes in goodwill for the nine months ended September 27, 2003 follow (in thousands):

~~as of June 28~~Goodwill, ~~2003 as of~~ December 31, 2002 ----------------------------------- ----------------------------------- Accumulated Accumulated Weighted Gross Amortization Gross Amortization Average Life -------------- ----------------- ------------- ------------------ ------------------ Licenses $ ~~226 $ (167) $ 226 $ (151) 7 years MOSAL 928 (273) 699 (135) 10 years Financing Costs~~ 4,~~613~~048 ~~(2,737)~~Impact ~~4,613~~of ~~(2,533)~~changes 10in ~~years~~foreign ~~Technology~~currency ~~956~~110 ~~(179) 801 (127) 10 years Total Net~~ ---------~~--------~~ ~~------------------~~Goodwill, ~~Amortizable~~September ~~Assets $ 3~~27,~~367~~ 2003 $ 34,~~393~~158 =========~~======== ==================~~

Amortizable intangible assets consist of the following (in thousands):

Asas of AsSeptember of27, ~~June~~2003 ~~28,~~as of December 31, ~~2003~~ 2002 ------------------------ ----------------------- ~~FIFO~~Accumulated ~~cost:~~Accumulated ~~Raw~~Weighted ~~material~~Gross $Amortization ~~25,759~~Gross $Amortization ~~19,519~~Average ~~Work~~Life in-------- ~~progress 4,718 3,919 Finished goods 19,319 18,315~~ ------------- -------- ------------- ------------- ~~Total~~Licenses ~~FIFO~~$ ~~cost~~226 $ ~~49,796~~(175) $ ~~41,753~~226 ~~Adjustment~~$ to(151) ~~LIFO~~7 ~~cost~~years ~~760~~MOSAL ~~778~~899 ~~Reserves~~(316) 699 (3135) 10 years Financing Costs 4,~~706~~613 (2,839) 4,613 (32,~~832~~533) 10 years Technology 968 (205) 801 (127) 10 years -------~~---------~~ -------~~---------~~ Total Net Amortizable Assets $ 463,~~850~~171 $ 383,~~699~~393 =======~~=========~~ =======~~=========~~

The MOSAL change was caused by the impact of exchange rate changes for foreign currency. Technology increased as a result of incurring the remaining costs due to the Chinese joint venture Page 7 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 4: EARNINGS PER SHARE ("EPS") In computing income available to common stockholders, no adjustments were required to the amounts reported in the statement of income. Earnings per share is, therefore, calculated as follows:

AsThree ofmonths Asended ofNine ~~June~~months ended September 27, September 28, ~~December~~September 3127, September 28, 2003 2002 2003 2003 Income available to common stockholder (numerator) $ (399,000) $ 976,000 $ 2,972,000 $ 59,000 Weighted average number of shares used to compute basic EPS (denominator) 1,969,000 1,977,000 1,969,000 1,977,000 ----------- ----------- ----------- ----------- ~~Land~~Basic &EPS ~~buildings~~$ (0.20) $ ~~16,415~~0.49 $ ~~16,649~~1.51 ~~Machinery~~$ &0.03 ~~equipment~~Effect ~~56,146~~of ~~53,471~~dilutive ~~Construction~~shares: instock ~~progress~~options ~~1,558~~-- 1-- 190,~~617~~011 -- ----------- ----------- ----------- ----------- ~~Total,~~Weighted ataverage ~~cost~~number $of ~~74,119~~shares $used ~~71,737~~to ~~Accumulated~~compute ~~depreciation~~dilutive EPS (~~42,604~~denominator) ~~(38~~1,~~705)~~969,000 1,977,000 2,159,011 1,977,000 ----------- ----------- ----------- ----------- ~~Net~~Diluted EPS $ ~~31,515~~(0.20) $ ~~33,032~~0.49 ~~=================~~$ ~~==============~~1.38 $ 0.03

NOTE 5: INVENTORIES Inventories are summarized as follows (in thousands):

As of As of ~~June~~September 2827, December 31, 2003 2002 -------- -----~~------~~ ~~North America Float $ 371 $ 130 Senior unsecured notes, 9.625% 98,533 98,533 Revolving credit 2,484~~ - -------- ---~~-----~~ ~~Total~~FIFO ~~101,388~~cost: ~~98,663~~Raw ~~United~~material ~~Kingdom~~$ ~~Overdraft~~23,102 ~~facility~~$ 119,~~417~~519 ~~1,425~~Work ~~Term~~in ~~loan~~progress 4,~~405~~986 53,~~752~~919 ~~South~~Finished ~~Africa~~goods 119,~~489~~274 ~~990~~18,315 ~~Argentina~~ - - ~~MOSAL obligation 982 1,040 China~~ - - --------- ------------ Total ~~8,293~~FIFO ~~9,207~~cost ~~Total~~$ ~~term~~47,362 ~~revolving~~$ ~~credit~~41,753 ~~and~~Adjustment ~~senior~~to ~~debt~~LIFO ~~109,681~~cost ~~107,870~~707 ~~Capital~~778 ~~lease~~Reserves ~~obligations 1~~(3,~~099~~826) 1(3,~~456~~832) ~~Other 37 114~~ -------- -----~~---~~ ~~Consolidated total 110,817 109,440 Less current maturities 6,628 4,315~~ -------- ----~~----~~ ~~Consolidated long term debt~~ $~~104~~ 44,~~189~~243 $~~105~~ 38,~~125~~699 ============= ============

NOTE 6: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following (in thousands):

As of As of ~~June~~September 2827, December 31, 2003 2002 --------------- ------------~~---~~ ~~(Unaudited)~~Land In& ~~escrow~~buildings $ ~~536~~16,429 $ ~~536~~16,649 ~~Facility~~Machinery ~~held~~& ~~for~~equipment ~~sale 3~~57,~~246~~428 353,~~246~~471 ~~Accrued~~Construction ~~transaction~~in ~~costs~~progress 1,440 ~~estimated~~1,617 ~~sale~~------------- ~~price~~------------ ~~reductions~~Total, ~~and~~at ~~provision~~cost ~~for~~$ ~~lease~~75,297 ~~guarantee~~$ 71,737 Accumulated depreciation (144,~~709~~383) (138,~~806~~705) --------------- ------------~~---~~ ~~Total~~Net $ 230,~~073~~914 $ 133,~~976~~032 =============== ============~~===~~

Page 8 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 7: DEBT Debt consists of the following (in thousands):

~~North~~As ~~South~~of ~~America~~As ~~Europe~~of ~~America~~September ~~Africa~~27, ~~Asia~~December ~~Other~~31, ~~Total~~2003 2002 --------- ---- ---- --------- North America Float $ 339 $ 130 Senior unsecured notes, 9.625% 98,533 98,533 Revolving credit 451 -- ------ -------- -------- ----~~-----~~ ~~Sales~~Total ~~to external customers~~99,323 ~~based on point of shipment For quarter ended: June 28~~98,663 ~~2003~~United $Kingdom ~~25,366~~Overdraft $facility 92,~~459~~201 ~~$ 5~~1,425 $Term ~~1,684~~loan $ 4,~~103~~405 ~~$ - $ 46~~5,~~037~~752 ~~June~~South ~~29,~~Africa ~~2002 $ 22~~1,~~832~~142 $990 ~~8,723~~MOSAL $obligation ~~2,657~~774 $ 1,~~548~~040 ~~$ 4,982 $~~ - ~~$ 40,742 For six months ended: June 28, 2003 $ 48,461 $ 18,500 $ 8,980 $ 3,118 $ 9,355 $~~ - ~~$ 88,414 June 29, 2002 $ 44,702 $ 17,066 $ 4,702 $ 2,619 $ 8,294 $~~ - ~~$ 77,383 Long~~-~~lived assets (net) as of: June 28, 2003 $ 11,684 $ 14,175 $ 2,129 $ 1,323 $ 2,204 $~~ --------- ~~$ 31,515 December 31, 2002 $ 11,726 $ 15,094 $ 2,301 $ 1,233 $ 2,678 $~~ ------------ $Total 338,~~032~~522 ~~Sales to external customers, based on location of customers For quarter ended: June 28, 2003 $ 24,127 $~~ 9,~~085~~207 $Total 5term,~~437~~ $revolving ~~1,672~~credit $and ~~4,956~~senior $debt ~~760 $ 46~~107,~~037~~845 ~~June 29~~107,870 ~~2002~~Capital $lease ~~22,156~~obligations $996 ~~7,822 $ 2,419 $~~ 1,~~530~~456 $Other ~~6,343~~36 $114 ~~472~~------------- $------------ ~~40,742~~Consolidated ~~For~~total ~~six months ended: June 28~~108,877 ~~2003 $ 46~~109,~~321~~440 $Less ~~17,594~~current $maturities 85,~~910~~143 ~~$ 3,073 $ 11,033 $ 1,483 $ 88,414 June 29, 2002 $ 42,849 $ 15,671 $~~ 4,~~441~~315 $------------- ~~2,604~~------------ $Consolidated ~~10,822~~long $term ~~996~~debt $ 77103,~~383~~734 ~~Adjusted EBITDA For quarter ended: June 28, 2003~~ $ 5105,~~348~~125 $============= 1,506 $ 1,397 $ (48) $ 697 $ 8,900 June 29, 2002 $ 3,930 $ 1,481 $ 856 $ 173 $ 1,461 $ 7,901 For six months ended: June 28, 2003 $ 10,617 $ 2,994 $ 2,376 $ (21) $ 1,499 $ 17,465 June 29, 2002 $ 7,542 $ 2,647 $ 1,399 $ 247 $ 2,103 $ 13,938============

Our U.S. bank borrowing arrangements consist of a $10 million revolving credit facility and a $3.5 million revolving credit and letter of credit facility. Interest is payable on amounts borrowed under the revolving credit facility at the bank's prime rate plus up to another 0.75% depending upon amounts borrowed and our Funded Debt Ratio. We were paying interest at prime, 4% at September 27, 2003. The letter of credit fee is 2% of amounts drawn. Both U.S. facilities are collateralized by eligible accounts receivable and inventory. On September 27, 2003, letters of credit totaling $0.9 million were outstanding. The 9.625% (interest payable semiannually) senior notes are senior unsecured obligations of Prestolite Electric Incorporated and are fully and unconditionally guaranteed on a senior unsecured basis by Prestolite Electric Holding, Inc. The notes mature on February 1, 2008, and are redeemable at our option, in whole or in part, beginning on February 1, 2003 at amounts from 104.8125% to 100% of the principal plus accrued interest. The senior notes are more fully described in our Prospectus dated June 26, 1998. Page 9 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 7: DEBT (CONTINUED) Our U.K. agreement consists of a (pound)3.6 million variable rate term loan and a (pound)2.3 million overdraft facility. Interest on the variable rate loan is 1.375% above the bank's base rate (3.75% at September 27, 2003) and interest on the overdraft is at 1.25% above the base rate. The term loan is repayable in sixty monthly payments through December 2007. The U.K. loans are collateralized by eligible receivables and fixed assets in the United Kingdom. At September 27, 2003 and December 31, 2002 we had no Argentine bank debt outstanding. In March 2002 our Argentine subsidiary acquired an Argentine corporation ("MOSAL") with certain tax benefits for 4.0 million Argentine pesos: 500,000 pesos in cash and 3.5 million pesos due over the next three years. The 3.5 million pesos are shown in the table above as $1.0 million of "MOSAL obligation" at December 31, 2002, and 2.3 million pesos are recorded as $0.8 million at September 27, 2003. In South Africa we borrow from a bank at the bank's prime lending rate. This loan is supported by a pledge of South African receivables and fixed assets. In China, our joint venture has a bank line of credit for Rmb 10.0 million ($1.2 million translated at 8.28 Rmb to one U.S. dollar on September 27, 2003). There were no borrowings against this line at September 27, 2003 or December 31, 2002. We classified $5.1 million of debt as current at September 27, 2003. This consisted of principal payments of $1.0 million due in the United Kingdom, principal payments of $0.3 million due on lease rental obligations, $0.5 million due for the MOSAL obligation, and $3.3 million of revolving debt which we expect (but are not obligated) to pay down over the following twelve months. The senior notes and bank arrangements mentioned above contain various covenants including maintenance of certain financial ratios and limits on (a) issuance of additional debt or preferred stock; (b) the payment of dividends and purchases, redemptions or retirements of common stock; (c) investments; (d) sale of assets and capital stock of subsidiaries; and (e) certain consolidations, mergers, transfers of assets and certain other transactions with affiliates. Our U.S. bank covenants require us to maintain a Funded Debt Ratio of not more than 6.5:1 and a Fixed Charge Coverage Ratio of not less that 1:1, as those terms are defined in our bank agreements. The foreign facilities contain covenants that pertain to the foreign operations. Page 10 PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 8: SEVERANCE We record severance expense when plans are announced and employees notified. The severance charged to operations in the table below is related to personnel reductions in the United Kingdom and in Argentina for the first nine months of 2003. The following is a summary of our severance liability, charges and outlays (in thousands):

~~For~~Beginning ~~the quarter ended For the six months ended June 28~~balance, ~~June~~December 2931, ~~June 28, June 29, 2003~~ 2002 ~~2003 2002 -------- -------- -------- -------- Adjusted EBITDA of geographic regions~~ $ ~~8,900 $ 7,901 $ 17,652 $ 13,938 Less: Corporate costs~~ 1,~~312~~915 ~~1,647~~Severance ~~2,528~~charged ~~3,026~~to ~~Depreciation~~operations ~~and~~118 ~~amortization~~Payments (1,~~900~~515) ~~1,556~~Currency ~~3,745~~change ~~3,304~~(185) ~~Lease guarantee charge~~ - ~~400~~ - ~~400 Severance 61 89 83 180 Stock option charges 581~~ - ~~581~~ - ~~Interest expense 2,818 2,745 5,544 5,616 Foreign exchange loss 284 387 78 963 Minority interest expense 275 582 830 900 Provision for income taxes 488 307 892 466~~ ---~~-----~~ ~~--------~~Ending ~~--------~~balance, ~~--------~~September ~~Net income (loss) $ 1~~27,~~181~~ $2003 ~~188~~ $ ~~3,371~~333 ~~$ (917)~~ =======~~= ======== ======== ========~~

NOTE 9: DISCONTINUED OPERATIONS Net assets related to discontinued operations at September 27, 2003 and December 31, 2002 are presented below (in thousands):

NOTE 10: ARGENTINA Beginning in 1991 the Argentine government maintained the value of its currency such that one Argentine peso equaled one U.S. dollar. During the second half of 2001, Argentina suffered a severe economic and monetary crisis. During most of December 2001 and early January 2002 the banks in Argentina were closed. On January 14, 2002, the banks reopened and the Argentina peso traded at $0.606 per peso (1.65 pesos per dollar). The peso traded at $0.3396 (2.94 pesos per dollar) on March 30, 2002 and as a result of using this rate, we recorded a first quarter 2002 foreign exchange loss of $585,000 and a charge to other comprehensive income of $4.4 million representing the cumulative translation adjustment. The Argentine peso ended 2002 with a value of $0.297 and we used that rate to translate the December 31, 2002 Argentina balance sheet. The peso traded at $0.344 (2.91 pesos per dollar) on September 27, 2003. As a result, we recorded a nine month 2003 foreign exchange loss of $0.1 million and other comprehensive income of $1.0 million representing the cumulative translation adjustment. Page 11 NOTE 11: GEOGRAPHIC REGIONS Prestolite operates in five principal geographic regions; each region's revenue and operating performance is managed and reported separately. We evaluate operating performance based on adjusted earnings before interest expense, taxes, depreciation, and amortization (Adjusted EBITDA) in each geographic region. The Company defines Adjusted EBITDA as operating income plus depreciation, amortization and other special charges. Corporate overhead and certain other charges are not allocated to the business/geographic units. Sales from Africa and South America consist largely of products for automotive and light truck applications while sales of products from North America and Europe consist largely of products for heavy-duty applications. China sales are primarily products for medium and heavy-duty applications. Sales, assets and Adjusted EBITDA are summarized by geographic region as follows (in thousands):

Page 12 NOTE 11: GEOGRAPHIC REGIONS (CONTINUED) A reconciliation of adjusted EBITDA to net income (loss) follows (in thousands of U.S. dollars):

Page 13 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. OVERVIEW We manufacture alternators, starter motors and other items for heavy duty, automotive, defense and industrial markets. These are supplied under the "Prestolite," "Leece-Neville," and "Indiel" brand names for original equipment and aftermarket application on a variety of vehicles and industrial equipment. We sell our products to a variety of markets, in terms of both end-use and geography. We operate in five principal geographic regions. While each region primarily sells in its own area, no location sells exclusively into its geographic region. Our North American and European facilities produce alternators, starter motors, inline pumps, and other products, primarily for installation on diesel engines used in the heavy duty, defense, marine and industrial markets. These facilities are located in Arcade, NY; Florence, KY; Garfield, NJ; Acton, England; and Leyland, England. The African and South American facilities manufacture lighter duty alternators and starter motors. These facilities are located in Johannesburg, South Africa; and in Buenos Aires and San Luis, Argentina. In both South Africa and Argentina a significant portion of our sales are to the automotive aftermarket, and a portion of those aftermarket sales are products purchased for resale. Prestolite Electric Beijing, Ltd. manufactures automotive products in China, selling primarily into the heavy-duty (non-automotive) market. RESULTS OF OPERATIONS Quarter Ended September 27, 2003 Compared to Quarter Ended September 28, 2002 Sales to external customers for the quarter ended September 27, 2003 were $50.9 million, an increase of $7.7 million, or 17.9%, from $43.2 million in the third quarter of 2002. Contributing to the sales increase were South American sales of $5.4 million in the third quarter of 2003, an increase of $2.1 million, or 62.3%, from sales in the third quarter of 2002 of $3.3 million; China sales of $6.9 million in the third quarter of 2003, an increase of $0.6 million, or 10.4%, from sales in the third quarter of 2002 of $6.3 million; European sales of $9.9 million, an increase of $1.2 million or 13.7%; North American sales of $26.7 million in the third quarter of 2003, an increase of $3.4 million, or 14.5%, from sales in the third quarter of 2002 of $23.3 million; and African third quarter 2003 sales of $1.8 million compared to third quarter 2002 sales of $1.5 million, an increase of approximately $0.4 million, or 26.0%. The increases in Argentinean and European sales were partially due to exchange rate changes. In local currencies, South American sales rose approximately 42.9%, with aftermarket sales from South America increasing 78.4% and export sales from South America decreasing 13.6%; European sales rose 9.5%; China sales rose 10.7%; and African sales fell slightly. Page 14 Gross profit was $11.5 million in the third quarter of 2003, or 22.6% of sales. This compares to gross profit of $10.4 million, or 24.0% of sales, in the third quarter of 2002. Increased sales volumes and control of product costs, offset by the strengthening of the Argentine peso and South African Rand and adverse operating performance in South Africa produced the improvement in gross profit. Selling, general, and administrative expense was $5.6 million, or 11.0% of sales for the third quarter of 2003, an increase of $0.5 million, or 10.4%, from $5.0 million, or 11.7% of sales, in the third quarter of 2002. The dollar increase in selling, general, and administrative expense is due to inflation plus additional spending. In the third quarter of 2003 we recorded a $2.1 million option expense, reflecting an increase in the estimated fair market value of the Company's equity. Operating income in the third quarter of 2003 was $3.6 million, or 7.1% of sales, a decrease of $0.7 million, or 15.7%, from the $4.3 million, or 9.9% of sales, in the third quarter of 2002. This was due to the factors discussed above. Interest expense was $2.7 million in the third quarter of 2003, a decrease of $0.1 million compared to $2.8 million in the third quarter of 2002. This decrease is due to decreases in U.K. term loan debt and the MOSAL obligation, offset by smaller increases in North American and South African debt. The provision for income taxes for the third quarter of 2003 was $0.4 million compared to income before taxes of $8,000. Certain losses were recorded without tax benefit, reducing income before tax but not reducing tax expense. This compares to the $0.2 million benefit for income taxes, 32.3% of income before tax, for the third quarter of 2002. In 2002 we did not book a benefit in the Unites States for the third quarter loss. Nine Months Ended September 27, 2003 Compared to Nine Months Ended September 28, 2002 Sales for the nine months ended September 27, 2003 were $139.3 million, an increase of $18.7 million, or 15.6%, from $120.5 million in the first nine months of 2002. The sales increase is attributable to the North American sales of $80.1 million in the first nine months of 2003, an increase of $11.1 million, or 16.0%, from sales in the first nine months of 2002; South American sales of $14.5 million, an increase of $6.5 million or 80.4%; European sales of $29.1 million, an increase of $2.9 million or 11.1%; and African sales of $4.9 million, an increase of $0.8 million or 21.6%. These increases were partly offset by Asian sales of $10.6 million, a decrease of $2.6 million, or 19.6%. The increases in South American, European and African sales were partially due to exchange rate changes. In local currencies, South American sales grew 54.9%, with aftermarket sales from South America increasing 111.6% and export sales from South America increasing 45.6%; and European sales rose slightly. African sales fell 9.7%, and Asian sales fell 27.2%. The Asian decrease was mostly in response to the SARS epidemic. Gross profit was $34.2 million in the first nine months of 2003, or 24.6% of sales. This compares to gross profit of $29.0 million, or 24.1% of sales, in the first nine months of 2002. Page 15 Increased sales volumes and control of product costs, offset by the strengthening of the Argentine peso and South African Rand produced the increase in gross profit. Selling, general, and administrative expense was $17.1 million, or 12.3% of sales for the first nine months of 2003, an increase of $0.9 million, or 5.7%, from $16.1 million, or 13.4% of sales, in the first nine months of 2002. The dollar increase in selling, general, and administrative expense is due to inflation plus additional spending. In the first nine months of 2003 we recorded a $2.7 million option expense, reflecting an increase in the estimated fair market value of the Company's equity. Operating income in the first nine months of 2003 was $14.1 million, or 10.2% of sales, an increase of $2.6 million, or 21.3%, from the $11.7 million, or 9.7% of sales, in the first nine months of 2002. This was due to the factors discussed above. Interest expense was $8.2 million in the first nine months of 2003, a decrease of $0.2 million compared to $8.4 million in the first nine months of 2002. This decrease is due to decreases in U.K. term loan debt and the MOSAL obligation, offset by smaller increases in North American and South African debt. The provision for income taxes was $1.3 million, 30.4% of the income before taxes, for the first nine months of 2003 compared to the $0.2 million provision for income taxes for the first nine months of 2002 on income of $0.3 million. In 2002 we did not record a tax benefit in the United States for the third quarter loss. LIQUIDITY AND CAPITAL RESOURCES Cash generated by operating activities in the first nine months of 2003 was $0.2 million. Capital spending for the first nine months of 2003 was $3.5 million, an increase of $0.4 million from the first nine months of 2002, not including the MOSAL transaction in 2002. Of the $3.5 million, $2.1 million was spent in the United States and $1.4 million outside the United States. Planned capital expenditures consist primarily of expenditures to reduce costs through automation, replace existing equipment and enable us to manufacture new products. Debt, net of cash, increased from $105.1 million at December 31, 2002 to $107.9 million at September 27, 2003, an increase of $2.8 million. Factors contributing to this increase were the $3.5 million of capital spending, a $6.6 million increase in accounts receivable, and a $5.5 million increase in inventory, offset by a $2.2 million increase in accounts payable. We had a cash balance of $1.0 million and revolving credit facilities with banks in the United States and United Kingdom under which additional borrowings of $11.0 million and $2.4 million were available based on the September 27, 2003 levels of eligible receivables (United States and United Kingdom) and inventory (United States only) which are pledged to support that debt. As of September 27, 2003, we had no bank debt outstanding in China or Argentina. Page 16 We expect our liquidity needs to consist primarily of working capital needs, scheduled payments under certain contractual obligations, and scheduled payments of principal and interest on our indebtedness. We expect our short-term liquidity needs to be provided by operating cash flows and borrowings under our revolving credit facilities. We expect to fund our long-term liquidity needs from our operating cash flows, the issuance of debt and/or equity securities, and bank borrowings. We believe that cash flows from operations, our existing cash balances and amounts available under these revolving credit facilities will provide adequate funds for ongoing operations, planned capital expenditures, investments, and debt service for at least the next twelve months. Estimates as to working capital needs and other expenditures may be materially affected if the foregoing sources are not available or do not otherwise provide sufficient funds to meet our obligations. NEW ACCOUNTING PRONOUNCEMENTS In January 2003, the FASB issued Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN No. 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of this Interpretation are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN No. 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. We do not believe this Interpretation will significantly impact our financial position or results of operations. On April 30, 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133 and is to be applied prospectively to contracts entered into or modified after June 30, 2003. The adoption of this statement will not have an impact on the Company's consolidated financial position or results of operations. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify certain financial instruments as a liability (or as an asset in some circumstances). The adoption of this statement will not have an impact on the Company's consolidated financial position or results of operations. FORWARD-LOOKING STATEMENTS This form 10-Q contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included herein may contain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking Page 17 terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue" or the negative thereof or variations thereon or similar terminology. Such forward-looking statements are based upon information currently available in which our management shares its knowledge and judgment about factors that they believe may materially affect our performance. We make the forward-looking statements in good faith and believe them to have a reasonable basis. However, such statements are speculative, speak only as of the date made and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could vary materially from those anticipated, estimated or expected. Factors that might cause actual results to differ materially from those in such forward-looking statements include, but are not limited to, those discussed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations." All subsequent written and oral statements that we make are qualified in their entirety by these factors. ITEM 4: CONTROLS AND PROCEDURES Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the President and Chief Executive Officer and the Chief Financial Officer of the Company, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13-a14. Based upon that evaluation, the principal executive officers and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. Subsequent to the evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Page 18 PART II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. (a) Reports on Form 8-K filed in the three month period ended September 27, 2003, and incorporated by reference include: 1. 8K filed on August 13, 2003 accompanied by the press release of August 8, 2003 reporting results for the quarter ended June 28, 2003. (b) Exhibits 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Page 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 10, 2003 By: /s/ Kenneth C. Cornelius ------------------------ Kenneth C. Cornelius Executive Vice President and Chief Financial Officer (principal financial and accounting officer) Page 20 Exhibit Index Exhibit Number Description -------------- ----------- 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Page 21

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