8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 5, 2004

Date of Report (Date of Earliest Event Reported)

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

California	0-28568	95-2920557
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

700 East Bonita Avenue, Pomona, California 91767

(Address of principal executive offices) (Zip Code)

(909) 624-8041

(Registrant’s telephone number, including area code)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits:

The following exhibit is filed herewith:

Exhibit 99 Keystone Automotive Industries, Inc. News Release issued February 5, 2004

Item 12. Results of Operations and Financial Condition.

Keystone Automotive Industries, Inc. news release dated February 5, 2004, announcing its financial and operating results for its third quarter ended December 26, 2003, filed as Exhibit 99 to this report, is incorporated by reference herein.

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 hereunto duly authorized.

Dated: February 5, 2004

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By	/s/ James C. Lockwood
	James C. Lockwood, Secretary

EX-99

Exhibit 99

NEWS RELEASE

CONTACT:
	Gary S. Maier
	Maier & Company, Inc.
	(310) 442-9852

KEYSTONE AUTOMOTIVE INDUSTRIES

REPORTS RECORD FISCAL THIRD QUARTER 2004 RESULTS

— Sales Increase 16 Percent; Net Income Up 25 Percent —

POMONA, CA – February 5, 2004 – Keystone Automotive Industries, Inc. (NasdaqNM:KEYS) today reported record results for its third quarter ended December 26, 2003, reflecting continued momentum in its aftermarket collision parts business.

Net income for the fiscal third quarter climbed 25 percent to $4.5 million, or $0.29 per diluted share, from $3.6 million, or $0.24 per diluted share, a year ago. Net sales for the fiscal third quarter increased 16 percent to a record $126.3 million compared with $108.5 million last year.

For the nine months, net income increased 16 percent to $11.4 million, or $0.75 per diluted share, from $9.8 million, or $0.65 per diluted share, a year earlier. Net sales for the nine months increased 14 percent to $361.0 million from $316.4 million in fiscal 2003.

“Results for the quarter and nine months reflect the continued strength of Keystone’s Platinum Plus private label product line and increased utilization of aftermarket collision replacement parts by insurance companies,” said Charles J. Hogarty, president and chief executive officer.

He emphasized that favorable economics of aftermarket parts compared with original equipment parts and Keystone’s quality assurance programs are important factors driving the acceptance of the company’s products by the insurance industry, body shops and consumers.

Hogarty noted that same store sales for the third quarter and nine-month period increased approximately 10 percent compared with a year ago. Gross margin for the third quarter improved to 44 percent from the preceding quarter, primarily as a result of improved pricing.

He stressed Keystone’s ongoing strategy to further strengthen its distribution capabilities, having completed six acquisitions this fiscal year — including the purchase of New Orleans-based Sam’s Bumper Service in December and in January the aftermarket collision parts distribution businesses of Quinte Bumper & Fender, based in Ontario, Canada.

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Keystone Automotive Industries, Inc.

2-2-2

Since its fiscal year end in March, the company has converted an additional 44 distribution facilities to its new management information system, bringing to 58 the total number of conversions to date.

Keystone Automotive Industries, Inc. distributes its products in the United States primarily to collision repair shops through its 126 distribution facilities, of which 22 serve as regional hubs, located in 38 states, Canada and Mexico. Its product lines consist of automotive body parts, bumpers, and remanufactured alloy wheels, as well as paint and other materials used in repairing a damaged vehicle. These products comprise more than 19,000 stock keeping units that are sold to more than 25,000 repair shops throughout the nation.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting the company will be those anticipated by the company. Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors, including but not limited to the impact on the company as a result of (i) the cost, time and potential disruption of operations relating to the implementation of a new enterprise management information system which began in July 2002; (ii) the continuing impact of the verdict in the State Farm Mutual Automobile Insurance Company class action, which is on appeal; (iii) Keystone being named as defendant in an action by General Motors challenging the alleged use of certain of its trade marks; and (iv) the uncertainty involved in acquiring businesses and/or opening Greenfield operations. In addition, there can be no assurance that the momentum in sales and net income experienced during the last two years will be sustainable. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For a more detailed discussion of some of the ongoing risks and uncertainties of the Company’s business, see the Company’s Form 10-K for the year ended March 28, 2003, on file with the Securities and Exchange Commission.

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(Tables Follow)

Keystone Automotive Industries, Inc.

Condensed Consolidated Statements of Income

(In thousands, except share and per share amounts)

(Unaudited)

	Thirteen Weeks Ended December 26, 2003			Thirteen Weeks Ended December 27, 2002			Thirty-nine Weeks Ended December 26, 2003			Thirty-nine Weeks Ended December 27, 2002
Net Sales	$	126,277		$	108,548		$	361,040		$	316,409
Cost of Sales		70,717			61,032			203,679			178,541
Gross Profit		55,560			47,516			157,361			137,868
Operating Expenses:
Selling & Distribution		37,101			32,117			107,801			94,285
General & Administrative		11,360			9,744			32,020			28,141
Operating Income		7,099			5,655			17,540			15,442
Other Income		485			454			1,678			1,280
Interest Expense		(188	)		(117	)		(528	)		(381	)
Income Before Income Taxes		7,396			5,992			18,690			16,341
Income Taxes		2,889			2,397			7,316			6,536
Net Income	$	4,507		$	3,595		$	11,374		$	9,805
Per Common Share
Income
Basic:	$	0.30		$	0.25		$	0.76		$	0.67
Diluted:	$	0.29		$	0.24		$	0.75		$	0.65
Weighted average common shares outstanding:
Basic:		15,064,000			14,649,000			14,901,000			14,623,000
Diluted:		15,464,000			14,960,000			15,214,000			14,986,000

Keystone Automotive Industries, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

	December 26, 2003			March 28, 2003
	(Unaudited)			(Note)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,853		$	3,658
Accounts receivable, net of allowance of $1,463 at December 2003 and $1,291 at March 2003		42,583			39,753
Inventories, primarily finished goods		104,001			101,594
Other current assets		7,919			10,017
Total current assets		157,356			155,022
Plant, property and equipment, net		30,495			23,658
Goodwill		8,364			3,040
Other intangibles, net of accumulated amortization of $3,429 at December 2003 and $3,099 at March 2003		1,398			1,046
Other assets		9,438			9,043
Total assets	$	207,051		$	191,809
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Credit facility	$	18,893		$	16,606
Accounts payable		16,747			18,330
Accrued liabilities		11,177			12,992
Current portion of long-term debt		6			15
Total current liabilities		46,823			47,943
Other long-term liabilities		1,890			2,224
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 15,134,000 at December 2003 and 14,692,000 at March 2003		86,241			81,221
Warrant		236			236
Restricted Stock		180			—
Additional paid-in capital		2,271			2,269
Retained earnings		70,493			59,119
Accumulated other comprehensive loss		(1,083	)		(1,203	)
Total shareholders’ equity		158,338			141,642
Total liabilities and shareholders’ equity	$	207,051		$	191,809

The accompanying notes are an integral part of these condensed consolidated financial statements.

Note: The balance sheet at March 28, 2003 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.