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): November 13, 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 November 13, 2007, The Coast Distribution System, Inc. issued a press release announcing its consolidated financial results for its third quarter ended September 30, 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 contained 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 of Exhibit
Exhibit 99.1	Press Release issued November 13, 2007 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter ended September 30, 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: November 13, 2007	By:	/s/ SANDRA A. KNELL
		Sandra A. Knell, Executive Vice President and Chief Financial Officer

S-1

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release issued November 13, 2007 announcing the consolidated financial results of The Coast Distribution System, Inc. for the quarter ended September 30, 2007.

E-1

EX-99.1

EXHIBIT 99.1

Coast Distribution System Reports Increased Profits for Third Quarter 2007

Tuesday November 13, 7:46 am ET

MORGAN HILL, Calif., Nov. 13 /PRNewswire-FirstCall/ — The Coast Distribution System, Inc. (Amex: CRV—News) reported its operating results for the third quarter ended Sept. 30, 2007.

Coast, one of North America’s largest suppliers of aftermarket replacement parts, accessories and supplies for the recreational vehicle (RV), marine and outdoor recreation industries, reported net earnings of $834,000, or $0.18 per diluted share, on net sales of $43.2 million for the third quarter 2007, compared with net earnings of $705,000, or $0.15 per diluted share, on net sales of $44.3 million for the same period of 2006.

Coast reported net earnings of $1.7 million, or $0.38 per diluted share, on net sales of $137.6 million for the first nine months of 2007, compared with net earnings of $4.8 million, or $1.05 per diluted share, on net sales of $152.6 million for the nine-month period of 2006.

Net sales declined by 2.5 percent in the 2007 third quarter, as compared to net sales for the third quarter of 2006. However, this decline in net sales compares favorably to an 11.1 percent decline in shipments of new recreational vehicles during the eight-month period ended August 31, 2007, the latest data available from industry analysts, indicating Coast’s ability to substantially overcome adverse conditions in the RV markets. Marine industry analysts continue to report a double-digit decline in retail sales of boats.

“Increased gasoline prices and interest rates continue to cause difficulties for RV and boat retailers, which make up most of our customers,” said Coast Chairman and CEO Thomas R. McGuire. “Despite these challenges, we grew our margins in the quarter with increased sales of Coast’s proprietary and branded products, especially within our towing and outdoor furniture lines. Our third quarter results also reflected price increases on selected products, which we instituted based on our improved market position.”

As in past years, the Company expects a loss in the fourth quarter of 2007 due to the traditional, seasonal slowdown in the quarter, as customers typically wait until the first quarter to begin placing their orders for the upcoming buying season, which commences in the spring.

“Industry analysts are forecasting a 7.5 percent year-over-year decline in RV shipments for fiscal 2007, which seems reasonable given the challenges our customers are reporting,” said McGuire. “However, we are seeing a slight increase in sales and margins in October compared with last year, which we believe is an indication of our improved market position and of our success in selling our products to new customers and into new markets, though we remain wary of the challenges the RV and marine industries are facing.”

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of North American’s largest wholesale aftermarket suppliers of replacement parts, supplies and accessories for the recreational vehicle (RV), pleasure boat and outdoor recreation markets. Coast supplies more than 14,000 products from 500 manufacturers through 17 distribution centers located in the U.S. and Canada. Most of Coast’s 12,000 customers consist of independently owned RV and marine dealers, supply stores and service centers. Coast is a publicly traded company on the American Stock Exchange under the ticker symbol CRV.

99.1-1

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 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, 2006, as filed with the Securities and Exchange Commission, and readers of this news release are urged to review the discussion of those risks and uncertainties that is 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 2006 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.

Condensed Consolidated Statements of Earnings for the

Third Quarter and Nine Months Ended September 30, 2007 & 2006

(In thousands, except per share data)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net sales	$	43,173		$	44,286		$	137,638		$	152,599
Cost of sales(1)		34,757			36,293			111,305			121,884
Gross profit		8,416			7,993			26,333			30,715
Selling, general and administrative expenses		6,582			6,227			21,809			21,322
Operating income		1,834			1,766			4,524			9,393
Other income (expense)
Interest		(485	)		(419	)		(1,723	)		(1,340	)
Other		(5	)		(12	)		(102	)		(64	)
		(490	)		(431	)		(1,825	)		(1,404	)
Earnings before taxes		1,344			1,335			2,699			7,989
Income tax expense		510			630			992			3,166
Net earnings	$	834		$	705		$	1,707		$	4,823
Basic earnings per share	$	0.19		$	0.16		$	0.39		$	1.09
Diluted earnings per share	$	0.18		$	0.15		$	0.38		$	1.05

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

Condensed Consolidated Balance Sheet

	At September 30,
	2007		2006
	(In Thousands)
ASSETS
Cash	$	875	$	844
Accounts receivable		14,786		14,214
Inventories		44,860		43,374
Other current assets		2,028		2,374
Total Current Assets		62,549		60,806
Property, Plant & Equipment		3,353		2,412
Other Assets		1,031		941
Total Assets	$	66,933	$	64,159
LIABILITIES AND STOCKHOLDERS EQUITY
Accounts payable	$	5,610	$	5,029
Other current liabilities		4,229		3,279
Total Current Liabilities		9,839		8,308
Long term debt		22,884		21,158
Stockholders Equity		34,210		34,693
Total Liabilities and Stockholders’ Equity	$	66,933	$	64,159

99.1-3