---




SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




| | For |  | the quarterly period ended June 30, 2002
| | --- |  | ----------------------------------------




OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




| | For |  | the transition period
from to
| | --- |  | -----------------------------




Commission File Number 1-9511





THE COAST DISTRIBUTION SYSTEM, INC.


(Exact name of Registrant as specified in its charter)








DELAWARE

94-2490990(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)350 Woodview Avenue, Morgan Hill, California

95037(Address of principal executive offices)

(Zip Code)





(408) 782-6686


(Registrants telephone number, including area code)





Not
Applicable


(Former name, former address and former fiscal year, if changed, since last year)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. YES x NO  ̈





APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicate the number of shares outstanding of each of
the issuers classes of common stock, as of the latest practicable date.








4,390,864 shares of Common Stock as of August 1, 2002








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PART IFINANCIAL INFORMATION





ITEM 1.    FINANCIAL STATEMENTS








THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS


(Dollars in thousands)


June 30, 2002


December 31, 2001(unaudited)ASSETSCURRENT ASSETSCash

$
1,165


$
1,001Accounts receivable  net of allowances of $1,125 and $971, respectively


24,131



12,760Inventories


31,431



32,356Other current assets


1,616



1,980Total current assets


58,343



48,097PROPERTY, PLANT, AND EQUIPMENTNET


2,574



2,137OTHER ASSETS


8,900



10,002$
69,817


$
60,236LIABILITIESCURRENT LIABILITIESCurrent maturities of long-term obligations

$
35


$
26Accounts payable  trade


9,824



10,603Other current liabilities


2,052



2,241Total current liabilities


11,911



12,870LONG-TERM OBLIGATIONSSecured note payable to bank


30,696



21,785Other long-term liabilities


257



20630,953



21,991STOCKHOLDERS EQUITYPreferred stock, $.001 par value: 5,000,000 shares authorized: none issued and outstanding:






Common stock, $.001 par value: 20,000,000 shares authorized; 4,390,864 and 4,366,880 issued, respectively


16,837



16,823Accumulated comprehensive loss


(732
)


(968
)Retained earnings


10,848



9,52026,953



25,375$
69,817


$
60,236


The accompanying notes are an integral part of these statements.




2




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THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS


(Dollars in thousands, except per share data)


(Unaudited)





Three Months Ended June
30,


Six Months Ended June
30,2002


2001


2002


2001Net sales

$
44,885


$
40,273


$
83,082


$
78,128Cost of sales, including distribution costs


37,803



34,463



68,876



65,969Gross profit


7,082



5,810



14,206



12,159Selling, general and administrative expenses


5,535



6,153



10,881



11,935Operating income (loss)


1,547



(343
)


3,325



224Other income (expense)Interest


(462
)


(711
)


(793
)


(1,373
)Other


(11
)


32



(10
)


48(473
)


(679
)


(803
)


(1,325
)Income (loss) before income taxes


1,074



(1,022
)


2,522



(1,101
)Income tax provision (benefit)


465



(289
)


1,194



(318
)NET INCOME (LOSS)

$
609


$
(733
)

$
1,328


$
(783
)Net income (loss) per share:Basic

$
0.14


$
(0.17
)

$
0.30


$
(0.18
)Diluted

$
0.14


$
(0.17
)

$
0.30


$
(0.18
)Shares used in computing net income (loss) per share:Basic


4,390,864



4,366,890



4,383,046



4,353,432Diluted


4,509,975



4,366,890



4,464,524



4,353,432





The accompanying notes are an integral part of these statements.




3




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THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS


(Dollars in thousands)





Six months ended June 30,


(Unaudited)





2002


2001Cash flows from operating activities:Net income (loss)

$
1,328


$
(783
)Adjustments to reconcile net earnings (loss) to net cash used in operating activities:Depreciation and amortization


400



645Changes in assets and liabilities:Increase in accounts receivable


(11,371
)


(13,965
)Decrease (increase) in inventories


925



(3,837
)Decrease (increase) in prepaids and other current assets


364



(49
)Increase (decrease) in accounts payable


(779
)


9,333Decrease in other current liabilities


(189
)


(54
)Total adjustments


(10,650
)


(7,927
)Net cash used in operating activities


(9,322
)


(8,710
)Cash flows from investing activities:Capital expenditures


(823
)


(154
)Decrease in other assets


1,088



381Net cash provided by investing activities


265



227Cash flows from financing activities:Net borrowings under line-of-credit agreement


8,911



8,942Net borrowings (repayments) of other long-term debt


60



(3
)Issuance of common stock pursuant to employee stock option and purchase plans


14



23Redemption of redeemable preferred stock of subsidiary






(48
)Net cash provided by financing activities


8,985



8,914Effect of exchange rate changes on cash


236



(60
)NET INCREASE IN CASH


164



371Cash beginning of period


1,001



539Cash end of period

$
1,165


$
910





The accompanying notes are an integral part of these statements.




4




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THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS





|1. |  | The accompanying condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim
financial information (GAAP). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, these unaudited
condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair presentation of the Companys financial position as of June 30, 2002 and the results of its
operations and cash flows for the three and six months ended June 30, 2002 and 2001. The accounting policies followed by the Company are set forth in Note A to the Companys financial statements in its Annual Report on Form 10-K for its fiscal
year ended December 31, 2001 and additional information regarding those policies is set forth in Item 2 of this Report, entitled Managements Discussion and Analysis of Financial Condition and Results of Operations.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. |  | The Companys business is seasonal and its results of operations for the three and six months ended June 30, 2002 and 2001 are not necessarily indicative
of the results to be expected in the subsequent quarters of or for the full year ending December 31, 2002. See Managements Discussion and Analysis of Financial Condition and Results of Operations  Seasonality and Inflation in
Item 2 of Part I of this Report.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed
using the weighted average number of common and potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon the exercise of stock options (using the treasury
stock method). Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. For the three and six month periods ended June 30, 2002, 430,500 common shares issuable on exercise of stock options were excluded
from the computation of diluted earnings per share because their exercise prices were greater than the average market price of the Companys common stock during these periods. For the three and six month periods ended June 30, 2001, a total of
751,500 common shares issuable on exercise of stock options were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Three Months Ended June
30,


Six Months Ended June
30,2002

2001


2002

2001(In thousands)Numerator:Net income (loss)

$
609

$
(733
)

$
1,328

$
(783
)Denominator:Weighted average shares outstanding


4,391


4,367



4,383


4,353Dilutive effect of stock options


119






82


Denominator for diluted net income loss per share


4,510


4,367



4,465


4,353




5




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THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)





|4. |  | The Company leases its corporate offices, warehouse facilities and data processing equipment. Those leases are classified as operating leases as they do not
meet the capitalization criteria of FASB Statement No. 13. The office and warehouse leases expire over the next ten years and the equipment leases expire over the next two years.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The minimum future rental commitments under noncancellable operating leases having an initial or remaining term in excess of one year as
of December 31, 2001 are as follows:





Year Ending December
31,

Equipment

Facilities

Total(in thousands)2002

$319

$  2,989

$  3,3082003

200

2,908

3,1082004



2,077

2,0772005



1,173

1,1732006



1,141

1,141Thereafter



2,638

2,638$519

$12,926

$13,445





|5. |  | The Company has one operating segment, the distribution of replacement parts, accessories and supplies for recreational vehicles and boats. Net sales, by
region, for the three and six months ended June 30 are as follows:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Three Months Ended June 30,

Six Months Ended June 30,2002

2001

2002

2001(In thousands)USA

$
37,498

$
33,365

$
68,596

$
63,821Canada


7,383


6,903


14,461


14,293Other


4


5


25


14$
44,885

$
40,273

$
83,082

$
78,128





|6. |  | Goodwill and Other Intangible Assets.    On January 1, 2002, the Company adopted Statement of Financial Accounting Standard No. 142,
Goodwill and Other Intangible Assets (SFAS 142). In accordance with SFAS 142, the Company has ceased amortizing goodwill recorded in past business combinations effective as of January 1, 2002. As a result, there is no charge for
goodwill amortization expense contained in the Companys statements of operations for the three and six months ended June 30, 2002; whereas the Companys statements of operations for the three and six months ended June 30, 2001 do contain
charges for goodwill amortization expense.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6




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THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES





NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)





Note 6 (continued)





Had amortization of goodwill been discontinued
at December 31, 2000, rather than at December 31, 2001, the reported net earnings (loss) and earnings (loss) per share for the three and six month periods ended June 30, 2002 and 20001, respectively, would have been as follows:





Three Months Ended June 30,


Six Months Ended June
30,2002

2001


2002

2001Net income (loss), as reported

$
609

$
(733
)

$
1,328

$
(783
)Amortization, net of tax





121






241Adjusted net income (loss)

$
609

$
(612
)

$
1,328

$
(542
)Basic income (loss) per share, as reported

$
0.14

$
(0.17
)

$
0.30

$
(0.18
)Change in amortization expense





0.03






0.06Adjusted income (loss) per share

$
0.14

$
(0.14
)

$
0.30

$
(0.12
)Diluted income (loss) per share, as reported

$
0.14

$
(0.17
)

$
0.30

$
(0.18
)Change in amortization expense





0.03






0.06Adjusted diluted income (loss) per share

$
0.14

$
(0.14
)

$
0.30

$
(0.12
)


SFAS 142 requires that goodwill be tested for impairment annually, or more frequently if circumstances
indicate potential impairment, by comparing the fair value of the asset to its carrying amount. Such testing requires, as an initial step, that each of the Companys reporting units, as defined in SFAS 142, be identified and that the
Companys assets and liabilities, including the existing goodwill and intangible assets, be assigned to those reporting units. The Company has determined that it has a single reporting unit which consists of the distribution of replacement
parts, accessories and supplies for recreational vehicles and boats.





The Company completed the first step of the
transitional impairment test required by SFAS 142 during the quarter ended June 30, 2002. This required the Company to assess the fair value of the Company and compare that value to its shareholders equity. In determining fair value, the
Company considered the guidance in SFAS 142, including the Companys market capitalization, control premiums, discounted cash flows and other indicators of fair value. Based on this analysis, there is an indication that some or possibly all of
the recorded goodwill, which totaled $6,280,000 as of January 1, 2002, may be impaired.





The Company is in the
process of completing the second step of the transitional impairment analysis. This step requires the Company to compare, using January 1, 2002 amounts, the implied fair value of the recorded goodwill, determined in a manner similar to a purchase
price allocation in a business combination, to the carrying amount of the goodwill. This second step is required to be completed as soon as possible, but no later than December, 31, 2002. Any transitional impairment will be recognized as a
cumulative effect of a change in accounting principle, and the amount of that impairment will be recorded, as a non-cash charge, in the Companys statements of operations. Such a charge would not affect the Companys tangible net worth and
it is not expected to adversely affect its business operations or cash flows.





|7. |  | Accounts Receivable.    The majority of the Companys accounts receivable are due from RV dealers, recreational vehicle supply
stores and independent boat dealers. Credit is extended based on evaluation of the customers financial condition and, generally, collateral is not required. The Company maintains allowances for doubtful accounts for estimated losses resulting
from the inability of customers to make required payments. Management regularly evaluates the allowance for doubtful accounts. Estimated losses are based on the aging of accounts receivable balances, a review of significant past due accounts, and
our historical write-off experience, net of recoveries. If the financial condition of our customers were to deteriorate, whether due to deteriorating economic conditions generally or otherwise, resulting in an impairment of their ability to make
payments, additional allowances would be required.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7




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8.    Comprehensive Income (Loss).





Three Months Ended June 30,


Six Months Ended June 30,2002

2001


2002

2001(In thousands)Net income (loss)

$
609

$
(733
)

$
1,328

$
(783
)Change in accumulated foreign currency translation adjustment:


244


158



236


(60
)Comprehensive income (loss)

$
853

$
(575
)

$
1,564

$
(843
)







8




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Item 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS





ACCOUNTING POLICIES AND ESTIMATES





General





In accordance with generally accepted accounting principles, as applied in the United States (GAAP), we record assets at the lower of cost or fair value. In determining the fair value of such assets as accounts
receivable, inventories, deferred income taxes and goodwill, we must make judgments, estimates and assumptions regarding future events and circumstances that could affect the value of those assets. These include assumptions about such matters as
future economic conditions that will affect our ability to collect our accounts receivable or sell our inventories in future periods. Those estimates and assumptions are based on current information available to us at the time they are made. If
there are material changes in future events and circumstances from those anticipated at the time we made our estimates and assumptions, GAAP will require us to adjust the earlier estimates that are affected by those changes. Any downward adjustments
are commonly referred to as write-downs of the assets involved.





Additionally, decisions of when
adjustments of this nature should be made also sometimes requires an assessment or prediction of the effects on financial performance, or the duration, of new events or changes in circumstances. It is not uncommon for it to take some time, after the
occurrence of an event or the onset of changes in economic circumstances, for their effects to become recognizable or determinable.





It also is our practice to establish reserves or allowances against which we are able to charge downward adjustments or write-downs in the fair value of certain of our assets. Examples include reserves or
allowances established for uncollectible accounts receivable (sometimes referred to as bad debt reserves) and reserves for excess or obsolete inventory. Such reserves or allowances are established, and such write-downs are effectuated,
by charges to income or increases in expense in our statements of operations in the periods when those reserves or allowances are established or those write-downs are recorded. As a result, our judgments, estimates and assumptions about future
events and circumstances can affect not only the amounts at which we record these assets on our balance sheet, but also our results of operations.





Under GAAP, most businesses also must make estimates or judgments regarding the periods during which sales are recorded and also the amounts at which they are recorded. Those estimates and judgments
will depend on such factors as the steps or actions that a business must take to complete a sale of products or to provide services to a customer and the circumstances under which a customer would be entitled to return the products or reject, or
adjust the payment for, services. Additionally, in the case of a company that grants its customers contractual rights to return products sold to them, GAAP requires that the company establish a reserve or allowance for product returns by means of a
reduction in the amount at which its sales are recorded primarily based on the nature, extensiveness and duration of those rights and its historical product return experience.





In making our estimates and assumptions we follow GAAP and accounting practices applicable to our business that we believe, after consultation with our independent public
accountants, will enable us to make fair and consistent estimates of the fair value of those assets and establish adequate reserves or allowances. Additionally, as part of the audit of our annual financial statements, our independent public
accountants examine, on a test basis, the evidence on which we rely, and assess the accounting principles that we use and the significant estimates that we make, in determining the amounts at which we propose to record our assets and establish our
reserves in our financial statements.





Set forth below is a summary of the accounting policies that we believe are
material to an understanding of our financial condition and results of operations that are discussed below.





Revenue Recognition and the Allowance for Product Returns.    We recognize revenue from the sale of a product upon its shipment to the customer. We provide our customers with a limited right of return. We
establish an allowance for potential returns which reduce the amounts of our reported sales, based on historical experience with returns of like products and current economic data, which can affect the level at which customers submit product
returns.




9




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Accounts Receivable and the Allowance for Doubtful
Accounts.    In the normal course of business we extend 30 day payment terms to our customers and, due to the seasonality of our business, during late fall and winter we grant extended payment terms to those of our customers
that have good credit records. We regularly review our customers accounts and estimate the amount of and establish an allowance for uncollectible amounts or receivables. The amount of the allowance is based on several factors,
including the age of unpaid amounts, a review of significant past due accounts and current economic trends, which affect the ability of customers to keep their accounts current. Estimates of uncollectible amounts are revised each period, and changes
are recorded in the period they become known. For example, if the financial condition of any customers or economic conditions were to deteriorate, adversely affecting their ability to make payments, increases in the allowance may be required. Since
the allowance is created by recording a charge against income, an increase in the allowance will cause a decline in our operating results in the period when the increase is recorded.





Reserve for Excess and Obsolete Inventory.    Inventories are valued at the lower of cost (first-in, first-out) or market and are reduced by an
allowance for excess, slowing moving or obsolete inventories. The amount of the allowance is determined on the basis of historical experience with different product lines, estimates concerning future economic conditions and estimates of future
sales. If there is an economic downturn or a decline in sales, causing inventories of some product lines to accumulate, it may become necessary to increase the allowance. Other factors that can require increases in the allowance or inventory write
downs are reductions in pricing or introduction of new or competitive products by manufacturers; however, due to the relative maturity of the markets in which the Company operates, usually these are not significant factors. Increases in this
allowance also will cause a decline in operating results as such increases are effectuated by charges against income.





Allowance for Deferred Income Taxes.    We record as a deferred tax asset on our balance sheet tax loss and tax credit carryforwards, to the extent they are available to offset or reduce our
future income tax liability. At June 30, 2002 the amount of that asset totaled approximately $3 million, net of a valuation allowance of $120,000. Under applicable federal and state income tax laws and regulations, deferred tax assets relating to
tax loss and tax credit carryforwards will expire if not used within specified time periods. Accordingly, the ability to use such assets depends on generating taxable income during those time periods. As a result, we establish a valuation allowance,
which is applied as a reduction of the gross amount of that deferred tax asset, to take account of the possibility that we will not generate sufficient taxable income in the future to fully utilize this asset. In determining the amount of that
allowance, we consider current operating and economic trends as they may affect the amounts and timing of future taxable income that we currently believe we can generate. Currently available evidence leads us to believe that it is more likely than
not that we will be able to utilize the deferred tax asset that is recorded in our financial statements. However, if due to future events or circumstances, such as an economic downturn that would adversely affect our operating results, we
subsequently come to a different conclusion regarding our future taxable income and, hence, our ability to fully utilize this asset, we would increase the allowance and thereby reduce the amount at which we record the deferred tax asset. That
reduction would be effectuated by an increase in the provision (or a reduction in the credit) for income taxes in our statement of operations, which would have the effect of causing a decline in our operating results.





Long-Lived Assets.    Long-lived assets such as goodwill and intangible assets are reviewed for impairment when
events or circumstances indicate that the carrying value may be not be recoverable. Generally, estimated undiscounted expected future cash flows have been used to determine if an asset is impaired, in which case the carrying value of the asset would
be reduced to fair value. Any resulting impairment would be recorded as a charge against income in the period in which the impairment was recorded. However, beginning with our current fiscal year ending December 31, 2002, we will be required to
assess our goodwill for impairment based on the new standards established by SFAS No. 142, which will require such assessments to be made on the basis of the fair values of the assets of our reporting units, as defined in SFAS 142, rather than on
the basis of undiscounted cash flows. See Note 6 to our Condensed Consolidated Financial Statements included elsewhere in this Report. We will not be able to determine the full effect of these new standards on our financial position or our results
of operations until we are able to complete our impairment analysis using the new standards. In the event our analysis under the new standards indicates this goodwill is impaired, we will be required to record a non-cash charge on our income
statement in the amount of the impairment, which could be as much as $6,280,000, as a cumulative effect of a change in accounting principle for the quarter in which such determination is made. Such a charge would not reduce our tangible
net worth and we do not expect that it would have an adverse effect our business operations or cash flows.




10




---




Foreign Currency Translation.    The financial
position and results of operations of our foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of each foreign subsidiary are translated into U.S. dollars at the rate of exchange in effect at the
end of each reporting period. Revenues and expenses are translated into U.S. dollars at the average exchange rate for the reporting period. Foreign currency translation gains and losses not impacting cash flows are credited to or charged against
other comprehensive income (loss). Foreign currency translation gains and losses arising from cash transactions are credited to or charged against current earnings.





RESULTS OF OPERATIONS





Factors Generally Affecting Sales
of RV and Boating Products





We believe that we are one of the largest wholesale distributors of replacement
parts, accessories and supplies for recreational vehicles (RVs) and for boats in North America. Our sales are made to retail parts and supplies stores, service and repair establishments and new and used RV and boat dealers
(After-Market Customers). Our sales are affected primarily by (i) usage of RVs and boats which affects the consumers needs for and purchases of replacement parts, repair services and supplies, and (ii) sales of new RVs and boats,
because consumers often accessorize their RVs and boats at the time of purchase.





The usage and the
purchase, by consumers, of RVs and boats depend, in large measure, upon the extent of discretionary income available to consumers and their confidence about economic conditions. Weather conditions also affect the usage of RVs and boats (see
Seasonality and Inflation below). Additionally, actual (or even threatened) shortages in the supply and increases in the prices of gasoline can lead to declines in the usage and purchases of RVs and boats. As a result, our sales and
operating results can be, and in the past have been, adversely affected by recessionary economic conditions, increases in interest rates, which affect the availability and affordability of financing for purchases of RVs and boats, increases in
gasoline prices which adversely affect the costs of using RVs and boats, and adverse weather conditions.





Net
Sales.    Net sales increased by $4,612,000 or 11.5% in the second quarter and $4,954,000 or 6.3% in the six months ended June 30, 2002 as compared to the corresponding periods in 2001. We believe that these increases reflect
an improvement in consumer confidence and our progress in implementing our inventory management and deployment program, which has enabled us to improve our service levels to our customers and thereby increase our share of RV After-Market sales.





Gross Margin.    Our gross margin increased to 15.8% of net sales in the three months
and 17.1% in the six months ended June 30, 2002 from 14.4% and 15.6%, respectively, in the comparable periods of 2001. These increases were due to (i) an overall reduction in the prices that we paid for the purchase of products from our suppliers
and (ii) a reduction in freight-in costs, net of supplier allowances, associated with receiving product from our suppliers and redistributing it to our regional distribution centers. Those reductions, both in the prices we pay for products and in
freight-in costs, are largely attributable to our inventory management and deployment system.





Selling, General
and Administrative Expenses.    Our selling, general and administrative (SG&A) expenses decreased in the quarter and six months ended June 30, 2002 by $618,000, or 10.0%, and $1,054,000, or 8.9%, respectively,
as compared to the corresponding periods of 2001. As a percentage of net sales, such expenses declined to 12.3% and 13.1% in the quarter and six months ended June 30, 2002, respectively, from 16.0% and 15.3%, respectively, in the corresponding
periods of 2001. These decreases were due primarily to our continuing cost containment efforts, including reductions in labor costs that resulted from reductions in both the number of employees and in salaries. Also contributing to the reduction in
SG&A expenses was a reduction in marketing and computer expenses.





Operating
Income.    The increase in operating income in 2002 was due to the combined effects of the increases in sales and gross margin and the reductions in selling, general and administrative expenses.




11




---




Interest Expense.    Interest expense declined by
$249,000, or 35%, and by $580,000, or 42%, in the quarter and six months ended June 30, 2002, from the corresponding periods of 2001. These decreases were the result of declines in the rate of interest charged due to declining market rates of
interest since 2001 and reductions in average long-term borrowings during the quarter and six months ended June 30, 2002 that were made possible in large part by our inventory management and deployment system.





Income Taxes.    Our effective tax rate is affected by the amount of our expenses that are not deductible for
income tax purposes and by varying tax rates on income generated by our foreign subsidiaries. We expect our effective tax rate to remain at these levels during the foreseeable future.





Liquidity and Capital Resources





We finance our working
capital requirements for our operations primarily with borrowings under a long-term revolving bank credit facility and internally generated funds. Under the terms of the revolving credit facility, which expires in May 2005, we may borrow up to the
lesser of (i) $40,000,000 with seasonal reductions ranging from $30,000,000 to $35,000,000 between August 1 and February 28 of each year, or (ii) an amount equal to 80% of eligible accounts receivable and between 50% to 55% of eligible inventory.
Interest on the revolving credit facility is payable at the banks prime rate plus 1.25% or, at the Companys option but subject to certain limitations, at the banks LIBOR rate, plus 3.0 percent.





At July 31, 2002, outstanding bank borrowings totaled $26,700,000. Our bank borrowings are secured by substantially all of our assets, and
rank senior in priority to other indebtedness of the Company.





We generally use cash for, rather than generate
cash from, operations in the first half of the year, because we build inventories, and accounts receivables increase, as our customers begin increasing their product purchases for the spring and summer selling seasons. See Seasonality and
Inflation below.





The implementation of our inventory management program has enabled us to reduce our
inventories, accounts payable and bank borrowings by $5.7 million, $5.6 million and $5.0 million, respectively, at June 30, 2002 as compared to June 30, 2001.





Capital expenditures, primarily for computer enhancements, telephone and warehouse equipment, were $823,000 in the six months ended June 30, 2002 as compared to $154,000 in the corresponding six months
of 2001. We have no commitments for capital expenditures as of June 30, 2002 and we do not currently anticipate any significant capital additions in the next twelve months. Our bank line of credit facility limits our capital additions to $1,400,000
for the year ending December 31, 2002 and $1,000,000 per year thereafter.





We lease the majority of our facilities
and certain of our equipment under non-cancelable operating leases. Our future lease commitments are described in Note 4 of Notes to the Companys Interim Condensed Consolidated Financial Statements included elsewhere in this report.





Seasonality and Inflation





Seasonality.    Sales of recreational vehicle and boating parts, supplies and accessories are seasonal. We have significantly higher sales during the six-month period from
April through September than we do during the remainder of the year. Because a substantial portion of our expenses are fixed, operating income declines and the Company sometimes incurs losses and must rely more heavily on borrowings to fund
operating requirements in the months when sales are lower.





Inflation.    Generally, we
have been able to pass inflationary price increases on to our customers. However, inflation also may cause or may be accompanied by increases in gasoline prices and interest rates. Such increases, or even the prospect of increases in the price or
shortages in the supply of gasoline, can adversely affect the purchase and usage of RVs and boats, which can result in a decline in the demand for our products.




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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Our exposure to market risk with respect to financial instruments is primarily related to changes in interest
rates with respect to borrowing activities, which may adversely affect our financial position, results of operations or cash flows. The fair value of borrowings under our revolving credit facility approximate the carrying value of such obligations.
As of June 30, 2002, approximately $30.7 million of bank borrowings were outstanding under our revolving credit facility.





To a lesser degree, we are exposed to market risk from foreign currency fluctuations associated with our Canadian operations and our Canadian currency denominated debt. We do not use financial instruments for trading or other
speculative purposes and are not party to any derivative financial instruments.





We sometimes enter into forward
exchange agreements to reduce the effect of foreign currency fluctuations on a portion of our inventory purchases in Canada for our Canadian operations. The gains and losses on these contracts are reflected in earnings in the period during which the
transactions being hedged are recognized. We believe that these agreements do not subject us to significant market risk from exchange rate movements because the agreements offset gains and losses on the balances and transactions being hedged. As of
June 30, 2002, there were no such agreements outstanding.





Approximately 20% of our debt is denominated in
Canadian currency, which also exposes us to market risk associated with exchange rate movements. Historically, we have not used derivative financial instruments to manage our exposure to foreign currency rate fluctuations since the market risk
associated with our foreign currency denominated debt has not been considered significant.





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Forward Looking Information





This Report contains
forward-looking information which reflects our current views and expectations or beliefs about our future financial performance. The forward-looking information is subject to certain risks and uncertainties, including, but not limited to the
following: The effect on future performance of changing product supply relationships in our markets and the uncertainties created by those changes, which could reduce sales and margins; the potential for increased price competition within our
markets that would necessitate price reductions and, therefore, have the effect of reducing sales and margins; possible changes in economic conditions, prevailing interest rates or gasoline prices, or the occurrence of unusually severe weather
conditions, that could result in reductions in the usage and of RVs and boats and therefore in our sales. Due largely to the current political uncertainties in the Middle East, gasoline prices have risen somewhat in the past few months and the
possibility exists that gasoline prices could increase even more in the future. Based on past experience, should that occur, the usage of RVs and boats could decline significantly and that would have a particularly adverse effect on our sales and
operating results. For information concerning these and other factors and risks, see the foregoing discussion in this section of this Report titled, Managements Discussion and Analysis of Financial Condition and Results of
Operation and our Annual Report on Form 10-K for the fiscal year ended December 31, 2001. Due to these and other uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as
of the date of this Report. The Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.




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PART IIOTHER INFORMATION





ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS





(a)  Exhibits.





Exhibit
99.1         Certification of Chief Executive Officer


pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





Exhibit 99.2         Certification of Chief Financial Officer


pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





(b)  Reports on Form 8-K.





None










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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 thereunto duly
authorized.





THE COAST DISTRIBUTION SYSTEM, INC.





Dated: August 12, 2002


By:    /s/     SANDRA A. KNELL


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Sandra A. Knell


Executive Vice
President and Chief Financial Officer




S-1




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Index to Exhibits





Exhibit No

Description of Exhibit99.1

Certification of Chief Executive Officer pursuant to Section 906 13, of the
Sarbanes-Oxley Act of 200299.2

Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002




E-1