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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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 (State or other jurisdiction of incorporation or organization)		94-2490990 (I.R.S. Employer Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value, $.001 per share		American Stock Exchange
(Title of Class)		(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

     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 [   ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

     As of March 15 ,2002, the aggregate market value of the Common Stock held by non-affiliates was approximately $4,385,000.

     As of March 15, 2002, a total of 4,366,880 shares of Registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Part III of the Form 10-K is incorporated by reference from Registrant’s Definitive Proxy Statement for its Annual Meeting which is expected to be filed on or before April 30, 2002.

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THE COAST DISTRIBUTION SYSTEM, INC.
ANNUAL REPORT ON FORM 10K
FOR THE YEAR ENDED DECEMBER 31, 2000

TABLE OF CONTENTS

		Page No.
Forward Looking Statements			1
Part I
Item 1. Business			1
Item 2. Properties			5
Item 3. Legal Proceedings			5
Item 4. Submission of Matters to a Vote of Securities Holders			5
Executive Officers of the Registrant			6
Part II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters			7
Item 6. Selected Financial Data			8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			14
Certain Factors That Could Affect Future Performance			15
Item 8. Financial Statements and Supplementary Data			16
Report of Independent Public Accountants			17
Consolidated Balance Sheets at December 31, 2001 and 2000			18
Consolidated Statements of Operations for the Years ended December 31, 2001, 2000 and 1999			19
Consolidated Statements of Cash Flows for the Years ended December 31, 2001, 2000 and 1999			20
Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2001, 2000 and 1999			21
Notes to Consolidated Financial Statements			22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures			31
Part III
Item 10. Directors and Executive Officers of the Registrant			31
Item 11. Executive Compensation			31
Item 12. Security Ownership of Certain Beneficial Ownership and Management			31
Item 13. Certain Relationships and Related Party Transactions			31
Part IV
Item 14. Exhibits, Financial Statement Schedules, Reports on Form 8-K			32
Signature Page			S-1
Index to Exhibits			E-1

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FORWARD LOOKING STATEMENTS

     Statements contained in this Annual Report on Form 10-K (the “Report”) that are not historical facts or that discuss our expectations or beliefs regarding our future operations or financial performance or trends in our business constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”). Forward-looking statements are estimates of, or expectations or beliefs regarding our future operations and future financial performance that are based on current information and that are subject to a number of risks and uncertainties that could cause our actual operating results or financial condition in the future to differ significantly from those expected at the current time. Those risks and uncertainties are described in Part II of this Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cautionary Statements Regarding Expectations About Our Future Financial Performance” and readers of this Report are urged to read the cautionary statements contained in that Section of this Report.

PART I

ITEM 1. BUSINESS

GENERAL

     The Coast Distribution System, Inc. (which, for convenience, will be referred to in this Report as “we” or “us” or the “Company”), was incorporated in California in November 1977, and reincorporated in Delaware in April 1998. We believe that we are one of the largest wholesale suppliers of replacement parts, supplies and accessories for recreational vehicles (“RVs”), and boats in North America. We supply more than 25,000 products and serve more than 15,000 customers throughout the United States and Canada, from 13 regional distribution centers in the United States that are located in California, Texas, Oregon, Arizona, Colorado, Utah, Indiana, Pennsylvania, New York, Georgia, Florida and Wisconsin and 4 regional distribution centers in Canada located, respectively, in Montreal, Toronto, Calgary and Vancouver. Reference is made to Note G to the Consolidated Financial Statements of the Company, contained elsewhere in this Report, for certain information regarding the respective operating results of the Company’s operations in the United States and Canada. The Company’s customers are comprised primarily of RV and boat dealers and RV and boating parts supply stores and service centers (“After-Market Customers”), who resell the products they purchase from the Company, at retail, to consumers that own or use RVs and boats.

     We have introduced into the marketplace a number of products that have been designed specifically for us by independent product design firms and are manufactured for us, generally on an exclusive basis, by a number of different independent manufacturers (“proprietary products”). These proprietary products are marketed by us under our own brand-names in competition with brand name products from traditional suppliers of RV and boating parts, supplies and accessories. We are able to obtain the proprietary products at prices that generally are below those we would have to pay for functionally equivalent brand name products. For additional information regarding our proprietary products, see the Section of this Part I of this Report entitled “PRODUCTS— Proprietary Products” below.

     In an effort to improve our customer service levels and optimize our inventory levels, in late 2000 we began the implementation of a new and ambitious inventory management and deployment program. This program, the development and implementation of which is now largely completed, is designed to enable us to place fewer, but larger, orders with our suppliers and thereby consolidate product shipments, reduce our inventory levels and improve service levels to our customers. Our costs of doing business increased and service levels did suffer during the implementation phase of this program. However, we believe that this program will enable us to increase our gross margins through vendor price concessions and freight reimbursements, reduce our operating expenses and, at the same time improve the level and responsiveness of service that we are able to provide our customers. See “Business — Distribution” in this Part I. and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, of this Report.

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     We utilize a computer-based order entry and warehousing system which enables customers to transmit orders either telephonically or electronically to us, and enables us to prepare and invoice most orders within 24 hours of receipt. We also have established a national customer service center to enable customers to obtain product information and place orders by telephone using Company toll-free telephone numbers. We believe that the breadth of our product lines, the proprietary products we are able to offer to our customers, the computer integration of our operations, and our inventory deployment program distinguishes us from other distributors of RV and boating parts, supplies and accessories.

THE PARTS, SUPPLIES AND ACCESSORIES AFTER-MARKETS

     Many manufacturers of RV and boating replacement parts, supplies and accessories rely on independent distributors, such as the Company, to market and distribute their products or to augment their own product distribution operations. Distributors relieve manufacturers of a portion of the costs associated with distribution of their products while providing geographically dispersed selling, order processing and delivery capabilities. At the same time, distributors offer retailers access to a broad line of products and the convenience of rapid delivery of orders.

     The market for RV parts, supplies and accessories distributed by the Company includes both RV dealers and RV supply stores and service centers. The products that we sell include optional equipment and accessories, such as awnings, trailer hitches, air conditioning units, water heaters and other accessories, and replacement and repair parts and maintenance supplies. The market for boating parts, supplies and accessories is comprised primarily of independent boat dealers that sell boats and boating parts, supplies and accessories at retail. Independent boat dealers purchase primarily replacement parts, boating supplies and smaller accessories from the Company. See “Business — Products.”

PRODUCTS

     General. We carry a full line of more than 15,000 recreational vehicle parts, supplies and accessories which we purchase from more than 500 manufacturers. Recreational vehicle products distributed by the Company include awnings, antennae, vents, electrical items, towing equipment and hitches, appliances such as air conditioners, refrigerators, ranges and generators, LP gas equipment, portable toilets and plumbing parts, hardware and tools, specialized recreational vehicle housewares, chemicals and supplies, and various accessories, such as ladders, jacks, fans, load stabilizers, mirrors and compressors.

     Boating and marine products that we distribute include boat covers, stainless steel hardware, depth sounders, anchors, life jackets and other marine safety equipment and fishing equipment.

     Proprietary Products. We have introduced into the RV and boating Aftermarkets a number of proprietary products, which are manufactured specifically for us, generally on an exclusive basis, by a number of different independent manufacturers. The proprietary products, which are designed for us by independent professional product design firms or by the independent manufacturers that we have retained to manufacture the products for us, include trailer hitches, plastic wastewater tanks, vent lids and stabilizing jacks. We market these proprietary products under our own brand-names in competition with brand name products from traditional suppliers, which usually sell their products to a number of distributors and into other markets. However, some of our proprietary products currently lack the same name brand recognition as the competitive products manufactured by traditional suppliers, which may have a limiting effect on unit sales of and on the prices that we are able to charge for our proprietary products. It also means that the costs of marketing the proprietary products generally is greater than for brand-name products, which somewhat offsets the margin advantage we gain on sales of our proprietary products.

MARKETING AND SALES

     Our Customers. Our customers include (i) RV dealers, which primarily purchase optional equipment and accessories for new recreational vehicles and replacement and repair parts for their service departments, (ii) independent recreational vehicle supply stores and service centers that purchase parts, supplies and accessories for resale to owners of RVs and for their service centers, and (iii) independent boat dealers that purchase small accessories for new boats and replacement parts and boating supplies for resale to boat owners and operators. We are not dependent on any single customer for any material portion of our business and no single customer accounted for as much as 5% of our sales in 1999, 2000 or 2001.

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     Our Customer Service Center and Computerized Order Entry and Warehousing System. We have designed and implemented a computer-based order entry and warehousing system which enables our customers to transmit orders electronically to our central computers and also enables us, subject to product availability, to prepare and invoice most customer orders within 24 hours of receipt.

     We also operate a national customer sales and service center, located in Northern California, through which our customers can obtain product information and place orders by telephone using our toll-free telephone numbers. With the exception of holidays, our customer sales and service center is operational for a total of 13 hours per day, Monday through Friday and is staffed by sales personnel who are trained to promote the sale of our products and to handle customer service issues. Currently, the number of customer calls handled by our national customer sales and service center, which can be accessed by virtually all of the Company’s customers in the United States and Canada, ranges from 2,000 to 6,000 per day and the customer service center has enabled the Company to improve customer service and at the same time reduce our selling expenses.

     Orders transmitted from customers either electronically or by telephone to the national customer sales and service center are input into our IBM AS 400 computer and then are relayed to the regional distribution center selected by the customer, where the products are selected, packed and shipped. At the time the order is received, the customer is informed, either by electronic confirmation, or by the sales person handling the customer’s call at the customer service center, that the order has been accepted and whether any items are not currently in stock. In addition, we offer to participating customers a “split shipment program” by which a customer’s order for a product that is not available from the Company’s distribution center closest to the customer, will be shipped to that customer from another of the Company’s distribution centers that has been pre-selected by that customer as a “back-up” distribution center, when that product is available at that back-up distribution center. One of the objectives of our new inventory management and deployment program is to improve our ability to fulfill customer orders from the distribution centers closest to the customer and thereby improve the level and reduce the cost of service to the customer. See “DISTRIBUTION” below.

DISTRIBUTION

     General. Our regional distribution and warehouse centers in North America carry an inventory of up to approximately 15,000 recreational vehicle parts, supplies and accessories. In addition, our distribution centers stock, in varying quantities, up to approximately 10,000 boating and marine parts, supplies and accessories.

     We rely primarily on independent freight companies to ship our products to our customers.

     Inventory Management and Deployment Program. Over the past 18 months we have developed and have been implementing a new and ambitious inventory management and deployment program that involved an internal reorganization and a better integration of the operations of our distribution centers in the United States and Canada. This program, the development and implementation of which is now largely completed, is designed to enable us to place fewer, but larger, orders with our suppliers and thereby consolidate product shipments, to reduce our inventory levels, and to provide greater flexibility to meet changing customer demands, with the overall objectives of improving service levels to our customers, improving our gross margins, and reducing freight costs and other costs of operations. The development and implementation of this program did cause some disruptions in our operations and increases in our costs. However, now that implementation is largely complete, we believe that the program will enable us to improve our service levels and will produce greater efficiencies and costs savings in our operations. See "MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in Part II of this Report.

ARRANGEMENTS WITH MANUFACTURERS

     General. The products which we distribute are purchased from more than 500 different manufacturers. As is typical in the industry, in most instances we acquire those products on a purchase order basis and we have no guaranteed price or delivery agreements with manufacturers, including the manufacturers that manufacture proprietary products for us. As a result, short-term inventory shortages can occur. We sometimes choose to carry only a single manufacturer’s products for certain of the brand-name product lines that we sell, although comparable products usually are available from multiple sources. In addition, we obtain each of our proprietary products from a single source manufacturer, although in most instances we own the tooling required for their manufacture.

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Dependence on a single manufacturer for any product or line of related products, however, presents some risks, including the inability to readily obtain alternative product supply sources in the event that a single source supplier (i) encounters quality or other production problems, (ii) decides to enter into an exclusive supply arrangement or alliance with a competing distributor, or (iii) decides to vertically integrate its operations to include not only manufacturing, but also distribution, of its products. A termination of a sole source supply relationship could adversely affect the Company’s sales and operating income, possibly to a significant extent.

     No manufacturer or supplier of products to the Company accounted for more than 5% of the Company’s product purchases in 2001, 2000 or 1999, other than Airxcel, Inc. (“Airxcel”). Airxcel supplies the Company with its requirements for RV air conditioners sold under the Coleman® brand name, under a multi-year product supply agreement. In the years ended December 31, 2001, 2000, and 1999, the products supplied by Airxcel accounted for approximately 12%, 12% and 13%, respectively, of the Company’s net sales in those years.

     Manufacturers generally warrant the products distributed by the Company and allow the Company to return defective products, including those that have been returned to the Company by its customers. The Company does not independently warrant the products that it distributes.

COMPETITION

     The Company faces significant competition. There are a number of national and regional distributors of recreational vehicle and boating parts, supplies and accessories that compete with the Company. There also are mass merchandisers, catalog houses and national and regional retail chains specializing in the sale of recreational vehicle or boating parts, supplies and accessories that purchase such products directly from manufacturers. The mass merchandisers and national and regional chains compete directly with the RV and boating supply stores and service centers that purchase products from the Company. This competition affects both the volume of Company’s sales, and the prices it is able to charge for the products it sells, to RV and boating supply stores. Additionally, there is no assurance that changes in supply relationships or new alliances within the recreational or boating products industry will not occur that would further increase competition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Report.

     The Company, like most of its competitors, competes on the basis of the quality, speed and reliability of its service, the breadth of its product lines and price. The Company believes that it is highly competitive in each of those areas.

EMPLOYEES

     At December 31, 2001, the Company had approximately 330 full-time employees, which includes employees in Canada. During the peak summer months, the Company also employs part-time workers at its regional distribution centers. None of the Company’s employees is represented by a labor union.

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ITEM 2. PROPERTIES

     The Company operates 13 regional distribution centers in 12 states in the United States and 4 regional distribution centers, each located in a different Province, in Canada. All of these facilities are leased under triple net leases which require the Company to pay, in addition to rent, real property taxes, insurance and maintenance costs. The following table sets forth certain information regarding those facilities.

     The Company’s executive offices are located in Morgan Hill, California, a suburb of San Jose, where it leases 26,000 square feet of office space. The Company’s address is 350 Woodview Avenue, Morgan Hill, California 95037 and its telephone number at that location is (408) 782-6686.

     The Company also leases 1,500 square feet of office space in Seattle, Washington and 2,000 square feet in Anchorage, Alaska where the Company maintains sales offices.

ITEM 3. LEGAL PROCEEDINGS

     The Company from time to time is named as a defendant, sometimes along with product manufacturers and others, in product liability and personal injury litigation. The Company believes that this type of litigation is incident to its operations, and since it has insurance, and in many instances also indemnities from manufacturers, covering any potential liability, it believes that such litigation will not materially affect the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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EXECUTIVE OFFICERS OF REGISTRANT

Name		Age				Position
Thomas R. McGuire			58			Chairman of the Board and Chief Executive Officer
Sandra A. Knell			44			Executive Vice President — Finance and Chief Financial Officer and Secretary
David A. Berger			48			Executive Vice President — Marketing — Marine Products Division
Dennis A. Castagnola			54			Executive Vice President — Sales

     Set forth below is certain information regarding the Company’s executive officers.

     THOMAS R. MCGUIRE. Mr. McGuire is a founder of the Company and has been Chairman of the Board and Chief Executive Officer of the Company since the Company’s inception. From 1981 until August 1985 he also served as the Company’s Chief Financial Officer and Secretary.

     SANDRA A. KNELL. Mrs. Knell has been the Company’s Executive Vice President — Finance, Chief Financial Officer and Secretary since August 1985. From 1984 until she joined the Company, Mrs. Knell was an Audit Manager, and for the prior four years was a senior and staff accountant, with Grant Thornton LLP (formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.

     DAVID A. BERGER. Mr. Berger served as Executive Vice President - Marketing from May 1988 until September 1993. Due to the growth of the Company’s marine products sales, in September 1993 the Company’s marketing department was restructured into two separate departments, one for marine products and the other for RV products, and Mr. Berger was placed in charge of marketing for the Company’s marine products division. From August 1986 to May 1988, Mr. Berger was Senior Vice President Purchasing of the Company. For the prior 14 years he held various management positions with C/P Products Corp., a distributor of recreational vehicle parts and accessories acquired by the Company in 1985.

     DENNIS A. CASTAGNOLA. Mr. Castagnola was appointed to his current position of Executive Vice President — Sales in November 2000. From May 1994 through November 2000, he served as Senior Vice President — Proprietary Products, where he directed the Company’s proprietary products program. For the prior 19 years, he held various positions with the Company, including Vice President/Division Manager of the Company’s Portland, Oregon Distribution Center.

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PART II

ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

     The Company’s shares of common stock are listed and trade on the American Stock Exchange under the trading symbol “CRV.”

     The following table sets forth for the calendar quarters indicated the range of the high and low sales prices per share of the Company’s common stock on the American Stock Exchange.

     On March 15, 2002 the closing price per share of the Company’s common stock on the American Stock Exchange was $1.20 and there were approximately 1,240 holders of record of the Company’s common stock.

DIVIDENDS AND SHARE REPURCHASES

     The Company has a policy of retaining earnings to support the growth of its business and, therefore, does not anticipate that any cash dividends will be paid in the foreseeable future. In addition, payment of cash dividends by the Company is restricted by its loan agreements. See Note C to the Company’s Consolidated Financial Statements.

     In early 1999 the Company commenced an open market and private stock repurchase program. The Company made purchases of $2,975,000 of shares under that program, that were funded with borrowings under a term loan from the same lender with which it has its revolving credit facility. We do not currently expect to make any purchases of shares in 2002. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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ITEM 6. SELECTED FINANCIAL DATA

     The selected operating data set forth below for the fiscal years ended December 31, 2001, 2000 and 1999, and the selected balance sheet data at December 31, 2001 and 2000, are derived from the Company’s audited financial statements included elsewhere in this Report and should be read in conjunction with those financial statements. The selected financial data for the fiscal years ended December 31, 1998 and 1997 and at December 31, 1999, 1998 and 1997 are derived from audited financial statements which are not included in this report.

			Year Ended December 31,
			2001				2000				1999				1998				1997
			(In thousands, except per share data)
Operating Data:
Net Sales			$	134,958			$	147,491			$	154,800			$	148,680			$	135,952
Cost of sales (including distribution costs)				115,740				125,426				128,804				124,452				117,272
	Gross margin			19,218				22,065				25,996				24,228				18,680
Selling, general and administrative expenses				22,044				24,302				23,140				20,301				20,147
	Operating margin			(2,826	)			(2,237	)			2,856				3,927				(1,467	)
Equity in net earnings (loss) of affiliated companies				107				50				76				(170	)			673
Other income (expense)				(974	)			(1,804	)			(2,386	)			(2,704	)			(5,775	)
Earnings (loss) before income taxes				(3,693	)			(3,991	)			546				1,053				(6,569	)
Income tax provision (benefit)				(1,198	)			(1,150	)			536				927				(1,303	)
	Net earnings (loss)		$	(2,495	)		$	(2,841	)		$	10			$	126			$	(5,266	)
Net earnings (loss) per share-diluted(1)			$	(.57	)		$	(.66	)		$	.00			$	.02			$	(1,01	)
Shares used in computation of net earnings (loss) per share				4,360				4,324				4,641				5,282				5,239

		At December 31,
		2001				2000				1999				1998				1997
		(In thousands)
Balance Sheet Data:
Working capital		$	35,227			$	40,643			$	45,653			$	42,937			$	48,999
Total assets			60,236				63,890				69,687				66,813				72,663
Long-term obligations(2)			21,785				25,140				28,105				23,175				29,726
Shareholders’ equity			25,375				28,165				31,243				33,831				33,996

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ACCOUNTING POLICIES AND ESTIMATES

     General

     In accordance with generally accepted accounting principles, as applied in the United States (“GAAP”), we record most of our assets at the lower of cost or fair value. In determining the fair value of some of our assets, principally accounts receivable, inventories, deferred income taxes and costs in excess of net assets of acquired businesses (commonly known as “goodwill”), we must make judgments, estimates and assumptions regarding future events and circumstances that could affect the value of those assets, such as future economic conditions that will affect our ability to collect our accounts receivable or sell our inventories in future periods. Those judgments, estimates and assumptions are based on current information available to us at the time they are made. Many of those events and circumstances, however, are outside of our control and if changes in those events or circumstances occur thereafter, 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 assets involved.

     It is our practice to establish reserves or allowances against which we are able to charge any such downward adjustments or “write-downs” in the fair value of any of our assets. Examples include reserves or allowances established for uncollectible accounts receivable (sometimes referred to as “bad debt reserves”) and reserves for inventory obsolescence. With respect to other assets, such as goodwill, we write down their fair value directly upon determining that, due to changes in events or circumstances, the amounts at which they are carried on our books exceed their current fair value. Such reserves or allowances are established, and such write-downs are effectuated, by charges to income or increases in expense in our statement of operations in the periods when those reserves or allowances are established or those write-downs recorded. As a result, our judgments, estimates and assumptions about future events can and will 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 to or the provision of services for a customer and the circumstances under which a customer would be entitled to return the products or reject or adjust the payment for the 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 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. See “Consolidated Financial Statements— Report of Independent Certified Public Accountants” in Item 8 of this Report.

     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. We estimate the allowance based on historical experience with returns of like products and current economic data, which can affect the level at which customers submit product returns.

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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” in each reporting period. 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 affects 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 the Company’s 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 and 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 December 31, 2001 the amount of that asset totaled approximately $3.6 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 considered the taxable losses incurred in 2000 and 2001 and also 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. Estimated undiscounted expected future cash flows are 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. Beginning with our fiscal year ending December 31, 2002, however, we will be required to assess our goodwill for impairment based on the new standards established by SFAS No. 142. 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. Under existing accounting standards, our assessment of goodwill indicated that no impairment existed as of December 31, 2001. In the event our analysis under the new standards indicates this goodwill is impaired, we will be required to record a charge to our earnings in fiscal 2002, the amount of which is not presently determinable. See Paragraph 6 of Note A to our Consolidated Financial Statements for additional information regarding SFAS No. 142.

     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

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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 the Company is one the largest wholesale distributors of replacement parts, accessories and supplies for recreational vehicles (“RVs”), and 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. Additionally, shortages in the supply and increases in the prices of gasoline also 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, increases in the prices of gasoline, and unusually adverse weather conditions. We believe that increases in gasoline prices, which occurred early in 2001, and growing uncertainties among consumers about economic conditions contributed to our poor financial performance in 2001.

     Net Sales. Net sales in 2001 declined by $12,533,000 or 8.5% as compared to 2000. We believe that this decline was attributable to a number of factors, including rising gasoline prices in the first part of the year and uncertainties among consumers about the economy, which resulted in decreases in both the usage and purchases of recreational vehicles and boats, and the Company’s implementation of its new inventory management and deployment program which led to temporary disruptions in service levels to our customers. However, most of the sales decline occurred in the first half of the year. In the third quarter of 2001 sales declined 3.2%, as compared to the corresponding quarter of 2000 and sales increased 6.8% in the fourth quarter of 2001 as compared to the fourth quarter of 2000. We believe that this reversal of our sales decline reflects an improvement in consumer confidence about the economy coupled with security concerns about foreign travel and travel by air which is causing an increase in domestic travel and, we believe, in the use of RVs; declines in interest rates and gasoline prices; and our progress in implementing our inventory management and deployment program, which has enabled us to improve our service levels to our customers. We anticipate continued improvement in economic conditions and in the service levels we provide to our customers and, as a result, we currently expect to see further improvements, year over year, in sales in 2002.

     Net sales in 2000 declined by approximately $7,309,000 or 4.7% as compared to 1999. We believe that this decline, which began late in the second quarter of 2000, was primarily attributable to increases in gasoline prices and interest rates which, coupled with growing uncertainties among consumers about the economy during the latter part of that year, resulted in a decrease in both the usage and purchase of recreational vehicles and boats and, in turn, led to a decline in purchases of our products by our customers in response to these conditions.

     Gross Margin. Our gross margin declined to 14.2% of net sales in 2001 from 15.0% in 2000. This decrease was attributable to increased labor costs at our distribution facilities caused by the implementation of our new inventory management and deployment system and the relation of that increase to the decline in our sales in 2001. That decrease more than offset an overall reduction in the prices that we paid for the purchase of products from our suppliers and increases in the prices we were able to charge for selected products. The price concessions from our suppliers were the result of costs savings we have been able to pass on to them that are attributable to our new inventory management and deployment system which has enabled us to reduce the frequency and increase the size of product shipments from them. We believe that in 2002 we will receive continued price concessions fr