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 4, 2015

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 1.01 Entry into a Material Definitive Agreement.

As we have previously reported, the Company finances a substantial portion of its working capital requirements with borrowings under a long-term revolving bank line of credit, which is governed by that certain Third Amended and Restated Loan and Security Agreement, as amended (the “Credit Line Agreement”) entered into by the Company with Bank of America N. A., as lender (the “Bank”).

On May 4, 2015, the Company and the Bank entered into the 20th Amendment to the Credit Line Agreement (the “20th Amendment”), which (i) extends the maturity date of the line of credit by one year, from July 10, 2017 to July 10, 2018; (ii) increases the maximum amount of borrowings that may be outstanding at any one time under the credit line to $30 million, and (iii) reduces the interest rate on credit line borrowings by 25 basis point. The Company obtained the increase in the maximum amount of borrowings permitted under the credit line primarily for the purpose of financing increases in inventories and accounts receivable in anticipation of a continuing increase in its product sales during the remainder of 2015 as compared to 2014.

The foregoing summary of the 20th Amendment is not intended to be complete and is qualified in its entirety by reference to that Amendment, a copy of which is attached as Exhibit 99.1 to and, by this reference is incorporated into, this Current Report on Form 8-K.

Item 2.02 Results of Operations and Financial Condition

On May 5, 2015, The Coast Distribution System, Inc. issued a press release reporting its consolidated financial results for its first quarter ended March 31, 2015. A copy of that press release is attached as Exhibit 99.2 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 Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2, 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.

Exhibit No.	Description of Exhibit
99.1	20th Amendment, dated as of May 4, 2015, to Third Amended & Restated Loan and Security Agreement between the Company and Bank of America, N. A.
99.2	Press Release issued May 5, 2015 reporting the consolidated financial results of The Coast Distribution System, Inc. for the first quarter ended March 31, 2015 of fiscal year 2015.*

* Furnished and not filed.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, hereunto duly authorized.

		THE COAST DISTRIBUTION SYSTEM, INC.
Dated: May 6, 2015	By:	/s/ SANDRA A. KNELL
		Sandra A. Knell, Executive Vice President & Chief Financial Officer

S-1

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	20th Amendment, dated as of May 4, 2015, to Third Amended & Restated Loan and Security Agreement between the Company and Bank of America, N. A.
99.2	Press Release issued May 5, 2015 reporting the consolidated financial results of The Coast Distribution System, Inc. for the first quarter ended March 31, 2015 of fiscal year 2015.*

* Furnished and not filed.

E-1

EX-99.1

Exhibit 99.1

May 4, 2015

The Coast Distribution System, Inc.

350 Woodview Avenue

Morgan Hill, California 95037

Re: Twentieth Amendment

Ladies and Gentlemen:

The Coast Distribution System, Inc., a Delaware corporation (“Coast Delaware”), United Sales & Warehouse of Texas, Inc., a Texas corporation (“United Sales”), C/P Products Corp., an Indiana corporation (“C/P”), Mohawk Trailer Supply, Inc., a New York corporation (“Mohawk”), and Les Systemes De Distribution Coast (Canada) Inc. The Coast Distribution System (Canada) Inc., a corporation organized under the laws of the Province of Quebec (“Coast Canada”) (Coast Delaware, United Sales, C/P, Mohawk, and Coast Canada are referred to individually as “Borrower” and collectively as “Borrowers”), and Bank of America, N.A., (in its individual capacity, “US Lender”), acting by and through Bank of America, N.A., a national banking association, as agent for US Lender (in such capacity, “Agent”) and Bank of America, N.A. (acting through its Canada branch) (“Canadian Lender”), (US Lender, acting through Agent, and Canadian Lender are referred to collectively as “Lender”), have entered into that certain Third Amended and Restated Loan and Security Agreement dated August 30, 2005 (the “Security Agreement”). From time to time thereafter, Borrowers and Lender may have executed various amendments (each an “Amendment” and collectively the “Amendments”) to the Security Agreement (the Security Agreement and the Amendments hereinafter are referred to, collectively, as the “Agreement”). Borrowers and Lender now desire to further amend the Agreement as provided herein, subject to the terms and conditions set forth hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The Agreement hereby is amended as follows:

(a) Subsection 1 of the Agreement is hereby amended to amend and restate the following definitions in their entirety as follows:

“Applicable Margin” shall mean the margin set forth below, with respect to any LIBOR Rate Loan, Canadian Prime Rate Loan and US Prime Rate Loan (each, an “Interest Type”, as hereinafter defined) in effect from time to time. The Applicable Margin shall be adjusted quarterly on the first day of the month following receipt of Borrowers’ Form 10(Q) or Form 10(K), as applicable, based on Borrowers’ consolidated Net Profit for the 12 month period ending on the date of calculation and Borrowers’ consolidated Fixed Charge Coverage Ratio for the 12 month period ending on the date of calculation, in each case, as shown on Borrowers’ financial statements set forth in Borrowers’ Form 10(Q) or Form 10(K), as applicable (provided that, if Borrowers fail to deliver such Form 10(Q) or Form 10(K), as applicable, within the time period required by Subsection 9(f) of this Agreement, the Applicable Margin shall conclusively be presumed to be equal to the highest level set forth on the chart below from the date such Form 10(Q) or Form 10(K), as applicable, was required to be delivered until the first day of the month following receipt of such Form 10(Q) or Form 10(K), as applicable, as set forth on the following chart:

99.1-1

Level	Trailing Twelve Month Net Profit	Fixed Charge Coverage Ratio	Applicable Margin for LIBOR rate loans (in basis points)	Applicable Margin for US Prime Rate Loans and Canadian Prime Rate Loans (in basis points)
(1)	>$2,000,000	>4.0	200bps	50 bps
(2)	>$1,250,000 <$2,000,000	>3.0:1.0 <4.0:1.0	225 bps	75 bps
(3)	>$625,000 <$1,250,000	>1.50:1.0 <3.0:1.0	250 bps	100 bps
(4)	<$625,000	>1.10:1.0 <1.50:1.0	275 bps	125 bps
(5)	<$625,000	<1.10:1.0	300 bps	150 bps

; provided, however, that after the occurrence and during the continuance of an Event of Default, the Applicable Margin shall be the default rate as provided in Section 4(a)(v). By way of example, and for purposes of clarification only, if the Applicable Margin is at Level 3 and Borrowers achieve a trailing twelve month Fixed Charge Coverage Ratio of 3.0:1.0 but the trailing twelve month Net Profit is $800,000, then the Applicable Margin would remain at Level 3. If, as a result of any restatement of or other adjustment to the financial statements, borrowing base certificates or Inventory or Accounts reports of Borrowers, or the results of audits or appraisals which do not confirm the information provided in borrowing base certificates or for any other reason, Lender determines that (a) the consolidated Net Profit for the 12 month period ending on the date of calculation or the consolidated Fixed Charge Coverage Ratio, for the 12 month period ending on the date of calculation, was inaccurate and (b) a proper calculation of the consolidated Net Profit for the 12 month period ending on the date of calculation or the consolidated Fixed Charge Coverage Ratio for the 12 month period ending on the date of calculation would have resulted in different pricing for any period, then (i) if the proper calculation of the consolidated Net Profit for the 12 month period ending on the date of calculation or the consolidated Fixed Charge Coverage Ratio for the 12 month period ending on the date of calculation would have resulted in higher pricing for such period, Borrowers shall automatically and retroactively be obligated to pay to Lender, promptly on demand by Lender, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the trailing twelve month Net Profit or Fixed Charge Coverage Ratio would have resulted in lower pricing for such period, Lender shall not have any obligation to repay any interest or fees to Borrowers; provided that if, as a result of any restatement or other event, a proper calculation of the trailing twelve month Net Profit or Fixed Charge Coverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods.

“Canadian Inventory Advance Sublimit” shall mean an amount up to the lesser of (i) Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) or (ii) (a) from June 1st of each year through January 31st of each following year, fifty percent (50%) of the value of Eligible Inventory owned by Coast Canada and (b) from February 1st of each year through May 31st of each year, fifty five percent (55%) of the value of Eligible Inventory owned by Coast Canada; provided, however, that in no event shall the Inventory advances under the Canadian Inventory Advance Sublimit plus the advances under the US Inventory Advance Sublimit exceed Eighteen Million and No/100 Dollars ($18,000,000.00); provided further that, Lender may reduce the lending formula with respect to Coast Canada Eligible Inventory in its Permitted Discretion. Coast US acknowledges that any request by Coast Canada to increase the Canadian Inventory Advance Sublimit shall constitute a corresponding request to Coast US to reduce the US Inventory Advance Sublimit. Borrowers acknowledge that the amount of the Canadian Inventory Advance Sublimit as of the date hereof is Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) and the amount of the US Inventory Advance Sublimit as of the date hereof is Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00).

99.1-2

“Canadian Maximum Loan Sublimit” shall mean an amount up to Eight Million and No/100 Dollars ($8,000,000.00), except as such amount may be increased or decreased by Canadian Lender in its Permitted Discretion, minus the FX Reserve (if any), provided that Coast Canada may, upon three (3) days prior notice, request that the Canadian Maximum Loan Sublimit be increased or decreased in increments of Five Hundred Thousand and No/100 Dollars ($500,000.00). Coast US acknowledges that any request by Coast Canada to increase the Canadian Maximum Loan Sublimit shall constitute a corresponding request to Coast US to reduce the US Maximum Loan Sublimit by a like amount. Borrowers acknowledge that the amount of the Canadian Maximum Loan Sublimit as of the date hereof is Seven Million and No/100 Dollars ($7,000,000.00) and the amount of the US Maximum Loan Sublimit as of the date hereof is Twenty Three Million and No/100 Dollars ($23,000,000.00). Borrowers further acknowledge that the amount of the Canadian Maximum Loan Sublimit plus the amount of the US Maximum Loan Sublimit shall in no event exceed Thirty Million and No/100 Dollars ($30,000,000.00).

“Maximum Loan Limit” shall mean an amount not to exceed Thirty Million and No/100 Dollars ($30,000,000.00).

“US Inventory Advance Sublimit” shall mean the lesser of (i) up to Fifteen Million and No/100 Dollars ($15,000,000.00) or (ii) (a) from June 1st of each year through January 31st of each following year, fifty percent (50%) of the value of Eligible Inventory owned by Coast US and (b) from February 1st of each year through May 31st of each year, fifty five percent (55%) of the value of Eligible Inventory owned by Coast US; provided, however, that in no event shall the Inventory advances under the US Inventory Advance Sublimit plus advances under the Canadian Inventory Advance Sublimit exceed Eighteen Million and No/100 Dollars ($18,000,000.00); provided further that US Lender may reduce the lending formula with respect to Coast US’ Eligible Inventory in its Permitted Discretion. Borrowers acknowledge that the amount of the Canadian Inventory Advance Sublimit as of the date hereof is Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) and the amount of the US Inventory Advance Sublimit as of the date hereof is Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00).

“US Maximum Loan Sublimit” shall mean an amount up to Thirty Million and No/100 Dollars ($30,000,000.00), except as such amount may be increased or decreased by Lender in its Permitted Discretion, provided that Coast US may, upon three (3) days prior notice, request that the US Maximum Loan Sublimit be increased or decreased in increments of Five Hundred Thousand and No/100 Dollars ($500,000.00). Coast Canada acknowledges that any request by Coast US to increase the Coast US Maximum Loan Sublimit shall constitute a corresponding request to Coast Canada to reduce the Canadian Maximum Loan Sublimit by a like amount. Borrowers acknowledge that the amount of the US Maximum Loan Sublimit as of the date hereof is Twenty Three Million and No/100 Dollars ($23,000,000.00) and the amount of the Canadian Maximum Loan Sublimit as of the date hereof is Seven Million and No/100 Dollars ($7,000,000.00). Borrowers further acknowledge that the amount of the US Maximum Loan Sublimit plus the amount of the Canadian Maximum Loan Sublimit shall in no event exceed Thirty Million and No/100 Dollars ($30,000,000.00).

(b) Section 10 of the Agreement is hereby amended to delete the date of July 10, 2017 set forth in the first sentence thereof and substituting the date of July 10, 2018 in its stead.

2. Borrowers represent and warrant to Lender that this Amendment has been approved by all necessary corporate action, and each individual signing below represents and warrants that he or she is fully authorized to do so.

3. Except as expressly amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated by this Amendment, the Agreement and all Exhibits thereto are ratified and confirmed by Borrowers and Lender and remain in full force and effect in accordance with their terms.

99.1-3

4. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same agreement. This Amendment may be delivered by facsimile, and when so delivered will have the same force and effect as delivery of an original signature.

5 Borrowers shall reimburse Lender for all reasonable attorney’s fees (whether for internal or outside counsel) incurred by Lender in connection with the documentation and consummation of this Twentieth Amendment to the Agreement.

6. Lender shall have received a copy of this Amendment executed by Borrowers and Lender, together with the Guarantor’s Acknowledgment attached hereto, executed by each Guarantor.

7. In consideration of the agreements of Agent and Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, on behalf of themselves and their successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably release, remise and forever discharge Agent and Lender, their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which Borrowers or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Agreement, or any of the Other Agreements or transactions hereunder or thereunder other than Claims caused by or resulting from the willful misconduct, bad faith or gross negligence of any Releasee.

(Remainder of page intentionally blank; signatures follow)

99.1-4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

LENDER: BANK OF AMERICA, N.A., as Agent
By :	/s/ JOHN W. MUNDSTOCK
Title:	Senior Vice President
BANK OF AMERICA, N.A., as US Lender
By :	/s/ JOHN W. MUNDSTOCK
Title:	Senior Vice President
BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Lender
By:	/s/ MEDINA SALES De ANDRADE
Title:	Vice President
BORROWERS: THE COAST DISTRIBUTION SYSTEM, INC.
By :	/s/ SANDRA A. KNELL
Title:	Executive Vice President
UNITED SALES & WAREHOUSE OF TEXAS, INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
C/P PRODUCTS, CORP.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
MOHAWK TRAILER SUPPLY, INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
LES SYSTEMES DE DISTRIBUTION COAST (CANADA) INC. THE COAST DISTRIBUTION SYSTEM (CANADA) INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President

99.1-5

GUARANTOR’S ACKNOWLEDGMENT

The undersigned guarantor acknowledges that Bank of America, N.A., (in its individual capacity, “US Lender”), acting by and through Bank of America, N.A., as agent for US Lender (in such capacity, “Agent”) and Bank of America, N.A. (acting through its Canada branch), (“Canadian Lender”) (US Lender, acting through Agent, and Canadian Lender are referred to collectively as “Lender”) have no obligation to provide it with notice of, or to obtain its consent to, the terms of the foregoing Eleventh Amendment (the “Eleventh Amendment”) to the Third Amended and Restated Loan and Security Agreement dated August 30, 2005, as amended, modified or supplemented from time to time. The undersigned guarantor nevertheless: (i) acknowledges and agrees to the terms and conditions of the Eleventh Amendment; and (ii) acknowledges that its guaranty remains fully valid, binding, and enforceable.

9002-1288 QUEBEC INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President

99.1-6

EX-99.2

Exhibit 99.2

For Immediate Release

The Coast Distribution System, Inc.

Reports 15% Increase in Sales for the First Quarter Ended March 31, 2015

MORGAN HILL, Calif., May 5, 2015– The Coast Distribution System, Inc. (“Coast”) (NYSE MKT: CRV), one of North America’s largest aftermarket suppliers of replacement parts, accessories and supplies for the recreational vehicle (RV) and outdoor recreation industries, today reported financial results for the first quarter ended March 31, 2015.

Coast reported that net sales for the first quarter of 2015 increased by 15 percent, to $28.5 million, compared to net sales of $24.9 million in the first quarter of 2014. Sales increased across all of Coast’s business channels including the core RV Dealer channel, as well as its alternate channels, in this year’s first quarter as compared to the same quarter of 2014. The positive growth continues the trend that began in the second quarter of 2014, producing sequential quarterly gains throughout 2014, including a 12 percent year-over-year increase in net sales during the fourth quarter. The Company attributes the increase in 2015 first quarter sales to a number of factors, including a recent consolidation of competitors in the RV channel, which enabled Coast to gain market share, and a positive response by customers to newly-introduced towing and outdoor power equipment products, as well as the improvement in RV industry trends due primarily to a strengthening of the economy and increasing consumer confidence.

The Company achieved this double-digit sales growth during the first quarter of 2015 despite poor weather conditions in the Northeast, Midwest and Southeast United States (“U.S.”), the west coast port strike and the negative impact on Canadian sales from inclement weather and the rapid decline of the Canadian dollar in relation to the U.S. dollar.

Additionally, the increase in net sales that the Company achieved in this year’s first quarter has continued into the second quarter, with April 2015 sales growing by more than 20 percent when compared to April 2014. This increase resulted from a 30 percent increase, compared to April 2014, in net sales in the U.S., which was partially offset by weak Canadian sales.

The Canadian dollar started the year at approximately $1.16/ $1.00, and traded as low as $1.27 during the first quarter of 2015, which negatively affected Coast’s Canadian sales and gross margin. At the end of April, the exchange rate had improved to $1.21 / $1.00. Going forward, management is confident that its strategy to manage currency issues will enable Coast to improve its results in Canada, notwithstanding the exchange rate issue.

Coast reduced its operating loss by 43 percent, or $413,000, to $543,000 for the quarter ended March 31, 2015, down from $956,000 in the same quarter of 2014. The Company reduced its net loss in the traditionally weak first quarter to $475,000, or $0.10 per diluted share, from a net loss of $738,000, or $0.15 per diluted share, for the same period of 2014.

Gross profit in the 2015 first quarter increased to $4.9 million, up from $4.2 million in the same quarter of 2014, representing a slight improvement as an operating percentage. The Company also reported that Selling, General and Administrative (“SG&A”) expenses increased by approximately 4.6 percent, but declined as a percentage of net sales to 19.0 percent, down from 20.8 percent in the first quarter of 2014. Variable expenses, tied to increased sales, and together with increased professional fees, largely accounted for the rise in SG&A expenses during the first quarter.

99.2-1

On the balance sheet, accounts receivable remained relatively unchanged at $17.7 million at March 31, 2015, as compared to $17.6 million at March 31, 2014. The Company increased its inventories at March 31, 2015, to $37.6 million, up from $32.7 million at March 31, 2014, to support expected growth in sales volume.

In addition, the Company is very pleased with the recent modifications to its credit facility with Bank of America Merrill Lynch. The bank extended the maturity date by one year to July 10, 2018, increased the revolving credit line to $30 million and lowered the interest rate by 25 basis points. The credit facility is an important element in the Company’s overall financial flexibility, enabling Coast to further increase its inventory to capitalize on market share opportunities and to execute on possible growth strategies.

“We are extremely pleased with the positive momentum that continued during the first quarter,” said Coast’s Chief Executive Officer Jim Musbach. “We achieved strong sales growth in all channels, despite poor weather, the west coast port strike and Canadian currency weakness.”

Musbach added, “In the second half of 2014, we introduced two new proprietary products, the Center Line TS towing system and the Powerhouse PH4000RiE fuel injected portable generator, in our towing and portable power categories, and they are quickly gaining wide acceptance in our core customer channel. Additionally, in January, we announced our designation as a preferred supplier of aftermarket parts and accessories to the Priority Network of RV dealers, the largest RV dealer and service network in the U.S. Further, Coast continues to benefit from the consolidation currently taking place in the RV industry. Consolidation, coupled with our strategic focus on the RV customer, and the continued solid performance of our teams, is enabling us to make solid gains in market share and achieve substantial growth in the sales of our products.”

Musbach stated, “In conclusion, our outlook for 2015 is for continued double-digit sales growth. Our inventories are balanced, and our service levels are very good. Additionally, we expect to introduce new products and programs, as well as line extensions of existing product lines, which will enable us to continue to drive organic growth during 2015. All in all, we are extremely upbeat.”

About The Coast Distribution System

The Coast Distribution System, Inc. (www.coastdistribution.com) is one of North America’s largest wholesale aftermarket suppliers of replacement parts, supplies and accessories for the recreational vehicle (RV) and outdoor recreation markets. Coast supplies more than 14,000 products through 17 distribution centers located in the United States and Canada. Most of Coast’s customers consist of independently-owned RV dealers, supply stores and service centers. Coast is a publicly-traded company, and its shares are listed on the NYSE MKT under the ticker symbol CRV.

Forward-Looking Information

Statements in this news release that are not historical facts or that discuss our expectations, beliefs or views regarding our future operations or future financial performance, or financial trends in our business or markets constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as “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.” Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, those statements are necessarily based on current information available to us. Therefore, the expectations, beliefs or predictions expressed in those statements may ultimately prove to have been incorrect due to the occurrence of currently unexpected future events or circumstances or as a result of a number of risks and uncertainties to which our business is subject. As a result, our actual operating results and financial condition in the future may differ, possibly significantly, from the future financial performance and financial condition expected at the current time as set forth in those forward looking statements. Those risks and uncertainties include events or circumstances that can adversely affect the willingness and ability of consumers to purchase and use RVs and,

99.2-2

therefore, their need for and willingness to purchase the products we sell, such as, but not limited to, possible declines in the discretionary income of or the loss of confidence regarding economic conditions among consumers; a tightening in the availability of or increases in the cost of consumer credit; increases in the costs of or shortages in the supply of gasoline, and unusually severe or extended winter weather conditions. Moreover, the recent economic recession and credit crisis may have longer term consequences for our business and future financial performance, because the recession (i) led to the closure or bankruptcies of a large number of RV dealers, reducing the number of aftermarket customers who purchase RV parts, accessories and supplies; and (ii) may lead to changes in consumer spending and borrowing habits that could extend well beyond the economic recovery and, therefore, could result in longer term declines in purchases and the usage of RVs by consumers and, consequently, also in their purchases of the products we sell. Additional risks include, but are not limited to, our dependence on bank borrowings to fund a substantial amount of our working capital requirements, which can make us more vulnerable to downturns in economic conditions; industry consolidations and further increases in price competition within our markets that could further reduce our margins and, therefore, our earnings; and 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 of our single source suppliers were to encounter production or other problems or terminate their product supply arrangements with us.

A more detailed discussion of the risks and uncertainties to which our business and operations are subject, is contained in Item 1A, entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed on March 31, 2015 with the Securities and Exchange Commission, and readers of this news release are urged to review the discussion of those risks and uncertainties in that Report. Also, our actual financial results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not currently view as material to our business or operating results.

Due to these risks and uncertainties, 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 obligation to update forward-looking statements contained in this news release or in the above-referenced 2014 Annual Report, whether as a result of new information, future events or otherwise, except as may be required by law or the rules of the NYSE MKT.

# # #

Contacts:

    Sandra Knell, CFO

    408-782-6686 / sknell@coastdist.com

    or

    Renee Ketels

    Lambert, Edwards & Associates

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

99.2-3

THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Net sales	$	28,492		$	24,855
Cost of sales, including distribution costs		23,626			20,640
Gross profit		4,866			4,215
Selling, general and administrative expenses		5,409			5,171
Operating (loss)		(543	)		(956	)
Other (income) expense
Interest		175			141
Other		23			29
		198			170
Loss before income taxes		(741	)		(1,126	)
Income tax benefit		(266	)		(388	)
Net loss	$	(475	)	$	(738	)
Basic and diluted loss per share	$	(0.10	)	$	(0.15	)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31,		March 31,
	2015		2014
ASSETS
Cash	$	337	$	985
Accounts receivable, net		17,717		17,563
Inventories		37,608		32,708
Other current assets		1,942		2,608
Total Current Assets		57,604		53,864
Property and Equipment, net		1,067		1,196
Other Assets		3,279		2,908
Total Assets	$	61,950	$	57,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	11,979	$	9,315
Accrued liabilities		3,624		3,486
Total Current Liabilities		15,603		12,801
Line of Credit		20,141		18,013
Total Stockholders’ Equity		26,206		27,154
Total Liabilities and Stockholders’ Equity	$	61,950	$	57,968

99.2-4