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): May 15, 2007

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 May 15, 2007, The Coast Distribution System, Inc. issued a press release announcing its consolidated financial results for its first quarter ended March 31, 2007. A copy of that press release is attached as Exhibit 99.1 to and, by this reference, is incorporated into this Current Report on Form 8-K.

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, are 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, and such information and that Exhibit shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.	Description
99.1	Press Release issued May 15, 2007 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter ended March 31, 2007.

2

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: May 17, 2007	By:	/s/ SANDRA A. KNELL
		Sandra A. Knell, Executive Vice President and Chief Financial Officer

S-1

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued May 15, 2007 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter ended March 31, 2007.

E-1

EX-99.1

Exhibit 99.1

For Immediate Release

Coast Distribution System Reports First Quarter 2007 Results

MORGAN HILL, Calif., May 15, 2007 — The Coast Distribution System (AMEX: CRV) reported today its operating results for the first quarter ended March 31, 2007.

Coast, one of North America’s largest suppliers of aftermarket replacement parts, accessories and supplies for the recreational vehicle (RV) and marine industries, reported a net loss of $642,000, or $0.15 per diluted share, on net sales of $43.6 million for the first quarter 2007, compared with net earnings of $1.1 million, or $0.24 per diluted share, on net sales of $51.5 million for the same period of 2006. The Company attributed its loss in the first quarter of 2007 to a 15 percent reduction in year-over-year net sales, driven by a decline in retail sales in both the RV and boating industries.

“We continue to face challenges due to softness in our primary markets, as our sales decline in the first quarter was in line with industry-wide sales declines,” said Coast Chairman and CEO Thomas R. McGuire. “We are concerned by the rise in fuel prices in the last several months, which are creating higher shipping costs for Coast while also putting pressure on the RV and marine industries. We are pleased with our efforts to manage our overhead in the quarter, as we slightly reduced our SG&A expenses year-over-year.”

Coast reported gross margin of 18.7 percent in the first quarter of 2007, compared with 20.6 percent for the same period in 2006. The decrease in gross margin in the first quarter of 2007 was due to the effect of lower sales on flat warehouse costs and to higher shipping costs because of increasing fuel prices. Selling, general & administrative (SG&A) expenses decreased slightly in the first quarter of 2007 compared to the same period of 2006.

“We also made several important strategic improvements over the quarter, which we see as a foundation for growth over the longer-term,” said McGuire. “During the quarter, we placed two experienced industry executives to lead our Husky Towing and Kipor product lines respectively. Both of these product lines have substantial market opportunities in both our primary markets and beyond, and we expect their leadership will positively affect our results in the next nine months.”

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 Litigation 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 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

99.1-1

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, as well as other risks, are more fully described in Item 1A, entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC 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 2005 Annual Report, whether as a result of new information, future events or otherwise.

###

Contact:

Sandra Knell, CFO

408-782-6686 / sknell@coastdist.com

or

Ryan McGrath

Lambert, Edwards & Associates, Inc.

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

99.1-2

THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

Three Months Ended March 31,

	2007			2006
	(unaudited)			(unaudited)
Net sales	$	43,638		$	51,536
Cost of sales, including distribution costs		35,471			40,928
Gross profit		8,167			10,608
Selling, general and administrative expenses		8,343			8,351
Operating income (loss)		(176	)		2,257
Other expense
Interest		539			381
Other		108			58
		647			439
Earnings (loss) before income taxes		(823	)		1,818
Income tax provision (benefit)		(181	)		709
Net earnings (loss)	$	(642	)	$	1,109
Basic earnings (loss) per share	$	(0.15	)	$	0.25
Diluted earnings (loss) per share:	$	(0.15	)	$	0.24

THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	March 31,		December 31,
	2007		2006
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	964	$	721
Accounts receivable – net of allowances of $2,090 and $1,376 as of March 31, 2007 and December 31, 2006, respectively		33,590		14,193
Inventories		48,517		46,642
Other current assets		4,086		4,233
Total current assets		87,157		65,789
PROPERTY, PLANT, AND EQUIPMENT, NET		2,547		2,461
OTHER ASSETS		1,482		1,244
	$	91,186	$	69,494
LIABILITIES
CURRENT LIABILITIES
Current maturities of long-term obligations	$	127	$	137
Accounts payable		13,661		9,231
Accrued liabilities		3,763		3,717
Total current liabilities		17,551		13,085
LONG-TERM OBLIGATIONS		42,605		24,562
STOCKHOLDERS’ EQUITY
Preferred stock, $.001 par value: 2,000,000 shares authorized: none issued or outstanding:		—		—
Common stock, $.001 par value: 10,000,000 shares authorized; 4,423,682 and 4,414,547 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively		15,770		15,702
Accumulated other comprehensive income		717		650
Retained earnings		14,543		15,495
TOTAL STOCKHOLDERS EQUITY		31,030		31,847
	$	91,186	$	69,494

-end-

99.1-3