(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, 2002

or

o

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 0-28568

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

California

95-2920557

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

700 East Bonita Avenue, Pomona, CA 91767

(Address of principal executive offices) (Zip Code)

(909) 624-8041

(Registrant’s telephone number including area code)

Yes

x

No

o

Page Number

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets
September 27, 2002 (unaudited) and March 29, 2002

3

Condensed Consolidated Statements of Operations
Thirteen weeks (unaudited) and twenty-six weeks (unaudited) ended September 27, 2002
Thirteen weeks (unaudited) and twenty-six weeks (unaudited) ended September 28, 2001

4

Condensed Consolidated Statements of Cash Flows
Twenty-six weeks (unaudited) ended September 27, 2002 and
Twenty-six weeks (unaudited) ended September 28, 2001

5

Notes to Condensed Consolidated Financial Statements (unaudited)

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

Item 3.

Quantitative and Qualitative Disclosure About Market Risks

14

Item 4.

Controls and Procedures

14

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

14

Item 2.

Changes in Securities and Use of Proceeds

14

Item 3.

Defaults upon Senior Securities

14

Item 4.

Submission of Matters to a Vote of Security Holders

15

Item 5.

Other Information

15

Item 6.

Exhibits and Reports on Form 8-K

17

Signatures

20

Certifications

21

September 27,
2002

March 29,
2002

(Unaudited)

(Note)

ASSETS

Current Assets:

Cash and cash equivalents

$

2,373

$

3,652

Accounts receivable, net of allowance of $1,440 at September 2002 and $1,046 at March    2002

33,002

33,524

Inventories, primarily finished goods

89,772

81,503

Other current assets

7,242

8,090

Total current assets

132,389

126,769

Plant, property and equipment, net

21,284

19,344

Goodwill

2,245

1,805

Other intangibles, net of accumulated amortization of $2,850 at September 2002 and $2,755    at March 2002

1,154

1,397

Other assets

10,334

10,371

Total assets

$

167,406

$

159,686

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Credit facility

$

10,762

$

6,832

Accounts payable

12,381

14,589

Accrued liabilities

9,497

9,889

Current portion of long-term debt

43

75

Total current liabilities

32,683

31,385

Long-term debt, less current portion

1

14

Other long-term liabilities

1,653

1,973

Shareholders’ Equity:

Preferred stock, no par value:

Authorized shares--3,000,000

None issued and outstanding

—  

—  

Common stock, no par value:

Authorized shares--50,000,000

Issued and outstanding shares 14,639,000 at September 2002 and 14,583,000 at     March 2002

80,930

80,383

Warrant

236

236

Additional paid-in capital

1,864

1,864

Retained earnings

50,580

44,372

Accumulated other comprehensive loss

(541

)

(541

)

Total shareholders’ equity

133,069

126,314

Total liabilities and shareholders’ equity

$

167,406

$

159,686

NOTE:

The balance sheet at March 29, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

Thirteen
Weeks Ended
September 27,
2002

Thirteen
Weeks Ended
September 28,
2001

Twenty-six
Weeks Ended
September 27,
2002

Twenty-six
Weeks Ended
September 28,
2001

(restated)

Net sales

$

101,137

$

88,734

$

207,861

$

180,261

Cost of sales

57,259

50,927

117,509

103,580

Gross profit

43,878

37,807

90,352

76,681

Operating expenses:

Selling and distribution

30,353

27,414

62,168

55,544

General and administrative

9,356

7,747

18,398

15,210

Non-recurring

—  

6,796

—  

6,796

Operating income (loss)

4,169

(4,150

)

9,786

(869

)

Other income

403

485

826

1,008

Interest expense

(134

)

(204

)

(265

)

(433

)

Income (loss) before income taxes and cumulative effect of a
   change in accounting principle

4,438

(3,869

)

10,347

(294

)

Income tax provision (benefit)

1,775

(1,488

)

4,139

(30

)

Income (loss) before cumulative effect of a change in
   accounting principle

2,663

(2,381

)

6,208

(264

)

Cumulative effect of a change in accounting principle (net of
   tax of $4,835)

––  

––  

––  

(28,691

)

Net income (loss)

$

2,663

$

(2,381

)

$

6,208

$

(28,955

)

Per Common Share:

Income (loss) before cumulative effect of a change in
   accounting principle:

Basic

$

0.18

$

(0.16

)

$

0.42

$

(0.02

)

Diluted

$

0.18

$

(0.16

)

$

0.41

$

(0.02

)

Cumulative effect of a change in accounting principle (net
   of tax):

Basic

$

—  

$

—  

$

—  

$

(1.99

)

Diluted

$

—  

$

—  

$

—  

$

(1.99

)

Net income (loss) per share:

Basic

$

0.18

$

(0.16

)

$

0.42

$

(2.01

)

Diluted

$

0.18

$

(0.16

)

$

0.41

$

(2.01

)

Weighted average common shares outstanding:

Basic

14,622,000

14,442,000

14,610,000

14,405,000

Diluted

15,081,000

14,442,000

15,126,000

14,405,000

Twenty-six
Weeks Ended
September 27, 2002

Twenty-six
Weeks Ended
September 28, 2001

(restated)

Operating activities:

Net income (loss)

$

6,208

$

(28,955

)

Adjustments to reconcile net  income (loss) to net cash provided by operating activities:

Cumulative effect of a change in accounting principle (net of tax)

—