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

Date of Report (Date of earliest event reported): March 6, 2006

THE COAST DISTRIBUTION SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9511	94-2490990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Woodview Avenue, Morgan Hill, California	95037
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 782-6686

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On March 6, 2006, The Coast Distribution System, Inc. issued a press release announcing its consolidated financial results for its fourth quarter and fiscal year ended December 31, 2005. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this report by this reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above.

Exhibit No.	Description
99.1	Press Release issued March 6, 2006 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter and fiscal year ended December 31, 2005

1

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.

	THE COAST DISTRIBUTION SYSTEM, INC.
Date: March 9, 2006	By:	/s/ SANDRA A. KNELL
		Sandra A. Knell, Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No	Description
99.1	Press Release issued March 6, 2006 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter and fiscal year ended December 31, 2005.

E-1

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:

Sandra Knell, CFO

408-782-6686 / sknell@coastdist.com

or

Jeff Lambert or Ryan McGrath

Lambert, Edwards & Associates, Inc.

616-233-0500 / rmcgrath@lambert-edwards.com

Coast Distribution System Reports Increased Sales for 2005

Despite difficult market conditions, year-over-year sales increase 2.6%

MORGAN HILL, Calif., March 6, 2006 — The Coast Distribution System (AMEX: CRV) today reported its sales increased 6.7 percent in the fourth quarter of 2005 compared with the same period of last year, driven by the introduction of a new portable and standby power generation product line sourced from Asia.

Coast, one of North America’s largest suppliers of aftermarket replacement parts, accessories and supplies for the recreational vehicle and marine industries, reported a net loss of $1.05 million, or $0.24 per diluted share, on net sales of $29.3 million for the fourth quarter of 2005, compared with a net loss of $999,000 or $0.22 per diluted share, on net sales of $27.5 million for the same period of last year.

The company said its loss was expected due to the traditional seasonal slowdown in the fourth quarter, as its customers typically wait until the first quarter to place their orders for the upcoming buying season. The company also reported it incurred higher taxes in the most recent quarter compared to last year’s fourth quarter due to taxes on the repatriation of cash from an Asian-based subsidiary back to the United States. The company’s pre-tax loss in the 2005 fourth quarter was 10 percent lower than in the same quarter of 2004.

Despite higher freight and warehouse costs associated with Coast’s move of its distribution center during the quarter, gross margin as a percentage of net sales improved to 14.6 percent in the fourth quarter of 2005, compared with 14.4 percent in the same quarter of last year. The improvement of gross margin for the quarter was due to increased margin contributions from the newly introduced KIPOR generator product.

For the year ended Dec. 31, 2005, Coast reported net earnings of $3.8 million, or $0.79 per diluted share, on net sales of $176.3 million, compared with net earnings of $4.4 million, or $0.91 per diluted share, on net sales of $171.8 million for 2004.

“We are pleased with our performance this year, as we increased sales under difficult market conditions,” Coast Chairman and CEO Thomas R. McGuire said. “Our new larger distribution warehouse is allowing us to increase the number of proprietary-branded products we can source overseas, as shown by the strong sales of our new generator product line.

“Looking at our earnings for the year, the costs associated with the move, along with increased fuel and freight prices, cut into our profit margins. We are optimistic our sales will continue to grow in 2006 as market conditions improve due to increased consumer confidence and stabilized fuel prices. We also expect the introduction of new, higher-margin products will boost our profits.”

-more-

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is a leading supplier of parts, accessories and supplies for recreational vehicles (RVs) and pleasure boats in the U.S. and Canada. Coast supplies its products to its 15,000 customers through 17 distribution centers throughout the U.S. and Canada. Coast is publicly traded on the American Stock Exchange under the ticker symbol CRV.

Forward-Looking Information

Statements in this news release regarding our expectations and beliefs about our future financial performance and trends in our markets are “forward-looking statements” as defined in the Private Securities Litigations Reform Act of 1995. Forward-looking statements often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The forward-looking statements in this news release regarding our future financial performance are based on current information and, because our business is subject to a number of risks and uncertainties, actual operating results in the future may differ significantly from the future financial performance expected at the current time. Those risks and uncertainties may include, among others: Loss of confidence among consumers regarding economic conditions, which could adversely affect their willingness to purchase and use their RVs and boats and which, in turn, would affect their purchases of the products we sell; increases in interest rates which affect the availability and affordability of financing for RVs and boats; increases in the costs and shortages in the supply of gasoline which increase the costs of using, and the willingness and ability of consumers to use, RVs and boats; and unusually severe or extended winter weather conditions, which can reduce the usage of RVs and boats for periods extending beyond the ordinary winter months or to regions that ordinarily encounter milder winter weather conditions; possible increases in price competition within our markets that could reduce our margins and, therefore, our earnings; our practice of obtaining a number of our products from single manufacturing sources, which could lead to shortages in the supply of products to us in the event any single source supplier were to encounter production or other problems; and possible changes in supply relationships in our markets, which could lead to increased competition or to reductions in the number of products we are able to offer our customers. Certain of these risks and uncertainties, in addition to other risks, are more fully described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as amended by Amendment No. 1 on Form 10-K/A, and readers of this news release are urged to review the discussion of those risks and uncertainties that are contained in that Report.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. We also disclaim any obligations to update forward-looking statements contained in this news release or in the above referenced 2004 Annual Report, whether as a result of new information, future events or otherwise.

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THE COAST DISTRIBUTION SYSTEM, INC.

Condensed Consolidated Statements of Operations for the

Fourth Quarter and Year Ended December 31, 2005 & 2004

(In thousands, except per share data)

	Quarter Ended December 31,						Year Ended December 31,
	2005			2004			2005			2004
Net sales	$	29,307		$	27,476		$	176,340		$	171,833
Cost of sales(1)		25,021			23,519			143,732			138,792
Gross profit		4,286			3,957			32,608			33,041
Selling, general and administrative expenses		5,509			5,277			24,932			24,502
Operating income		(1,223	)		(1,320	)		7,676			8,539
Other income (expense)
Interest		(257	)		(245	)		(1,308	)		(1,117	)
Other		84			15			121			17
		(173	)		(230	)		(1,187	)		(1,100	)
Earnings (loss) before taxes		(1,396	)		(1,550	)		6,489			7,439
Income tax credit		350			551			(2,732	)		(3,033	)
Net earnings (loss)	$	(1,046	)	$	(999	)	$	3,757		$	4,406
Basic earnings (loss) per share	$	(0.24	)	$	(0.22	)	$	0.82		$	0.96
Diluted earnings (loss) per share	$	(0.24	)	$	(0.22	)	$	0.79		$	0.91

⁽¹⁾ Includes distribution costs, such as freight and warehouse costs.

Condensed Consolidated Balance Sheet

	At December 31,
	2005		2004
	(In Thousands)
ASSETS
Cash	$	1,744	$	880
Accounts receivable		17,025		15,335
Inventories		37,545		44,151
Other current assets		3,736		4,002
Total Current Assets		60,050		64,368
Property, Plant & Equipment		2,634		2,068
Other Assets		849		800
Total Assets	$	63,533	$	67,236
LIABILITIES AND STOCKHOLDERS EQUITY
Accounts payable	$	9,573	$	11,444
Other current liabilities		3,589		3,712
Total Current Liabilities		13,162		15,156
Long term debt		19,950		23,634
Stockholders Equity		30,421		28,446
Total Liabilities and Stockholders’ Equity	$	63,533	$	67,236