SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

For the fiscal year ended June 30, 2004     OR

For the transition period from                                       to                                      

Commission file number 000-24802

EDELBROCK CORPORATION

2700 California Street
Torrance, California 90503
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (310) 781-2222

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

Common Stock, $.01 par value
(Title and Class)

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.

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 II of this Form 10-K or any amendments to this Form 10-K.   [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

The aggregate market value of voting stock held by non-affiliates of the Registrant, as of September 23, 2004 was approximately $30,518,000 (based upon the closing price for shares of the Registrant’s Common Stock as reported by the NASDAQ Stock Market for that date). For purposes of the foregoing calculation only, all directors and executive officers of the registrant and each person who may be deemed to beneficially own more than 5% of the registrant’s Common Stock have been deemed affiliates.

On September 23, 2004, 5,485,392 shares of the Registrant’s Common Stock, $.01 par value, were outstanding of which were held by non-affiliates.

DOCUMENT INCORPORATED BY REFERENCE

ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

2

Part I

Item 1. Business

General

     Edelbrock Corporation (the “Company”) is one of America’s leading manufacturers and marketers of specialty performance automotive and motorcycle aftermarket parts. The Company designs, manufactures, distributes and markets a wide range of high quality performance products, including intake manifolds, carburetors, cylinder heads, camshafts, exhaust systems, and other components designed for most domestic V8 and selected V6 engines and sport compact 4 cylinder engines. The Company also manufactures shock absorbers utilizing the RICOR patented “Inertia Active System” that offers both a comfortable ride and superior handling. The Company additionally manufactures shock absorbers under private label brands that utilize its own shock-valve technology. In addition to the above, the Company’s product line includes motorcycle brake rotors and plumbing type products such as fuel filters, fuel lines, and brake lines for both automotive and motorcycle applications. These products are designed to enhance street, off-road, recreational and competition vehicle performance through increased horsepower, torque and or drivability. The Company also designs and markets products to enhance engine and vehicle appearance, such as chrome and polished aluminum air cleaners, valve covers and breathers. In 1994, the Company introduced performance aluminum cylinder heads and intake manifolds for the Harley-Davidson Evolution engine. In 1995, the Company acquired substantially all of the assets of QwikSilver II, Inc. (now referred to as Edelbrock Motorcycle Carburetor) of Apple Valley, California, a manufacturer of aftermarket Harley-Davidson and other motorcycle carburetors and air cleaners.

     In 1998, the Company entered the performance shock absorber market for a range of all aftermarket applications with certain restrictions utilizing RICOR Racing and Development, L.P.’s (“RICOR”) patented “inertia active system.” In connection therewith, the Company entered into a licensing and royalty agreement with RICOR and issued warrants to purchase common stock of the Company. In September 2001, the Company converted its license agreement with RICOR from exclusive to non-exclusive and as of that date, the Company no longer pays RICOR a minimum royalty of $62,500 a month but instead pays 6% of net sales for the products that utilize the RICOR patent.

     In November 1999, the Company paid its first cash dividend since going public in October 1994. The amount of the cash dividend was $105,000. The Company also paid cash dividends of $102,000, $105,000, $98,000, and $101,000 in June 2000, November 2000, June 2001, and November 2001, respectively. In June 2002, the Company paid a 10% stock dividend in lieu of a cash dividend. In June 2003, the Company paid a cash dividend of $109,000 and in December 2003, the Company paid a cash dividend of $163,000.

     In June 2000, the Company acquired the exclusive rights to manufacture and sell internal engine, exhaust, and suspension components to the import aftermarket pursuant to a license agreement with JG Engine Dynamics, Inc. and Automotive Systems Group, Inc. In September 2003, the Company determined that its relationship with JG Engine Dynamics, Inc. and Automotive Systems Group, Inc. (the “Licensor”) had changed because the parties are no longer jointly developing import aftermarket products. The Company continues to utilize the License Agreement and pay royalties to the Licensor on existing co-developed products.

     In late December 2000, the Company purchased certain assets of Russell Performance Products, Inc. (“Russell”), a leading manufacturer of performance plumbing and brake lines located in Daytona Beach, Florida. In May 2001, the Company moved the Russell operations to Torrance, California. Russell’s current product offering of close to 4,000 parts includes street-legal brake lines, oil lines, fuel lines, and filters for both automotive and motorcycle use.

     In January 2002, the Company had its first broad product line price increase to its customers in approximately seven years. The price increase ranged from 0% to 5% which resulted in an effective price increase of approximately 3.5% overall. In January 2003 and 2004, the Company had small price increases that averaged approximately 2% for each respective year.

     On April 12, 2004, the Company announced that O. Victor Edelbrock, the Company’s Chairman, President, and Chief Executive Officer, had presented a proposal to the Company’s Board of Directors to acquire the outstanding shares of the Company’s common stock not already beneficially owned or controlled by Mr. Edelbrock. Following receipt of the proposal, the Company’s Board of Directors formed a Special Committee consisting of disinterested members of the Board. The Special Committee retained independent legal counsel and an independent financial advisor to assist the Special Committee in evaluating the proposed transaction. On June 25, 2004, the Company entered into a definitive merger agreement with two corporations controlled by Mr. Edelbrock. Under the terms of the merger agreement, if the transaction is consummated, all of the outstanding shares of common stock, par value $0.01 per share, of Edelbrock not already owned by Mr. Edelbrock or certain family trusts for which he serves as trustee, will be converted into the right to receive $16.75 per share in cash without interest.

3

     The Company’s business strategy is to capitalize on recognition of the Edelbrock brand name and strong distribution network to expand its leading position in the specialty performance automotive and motorcycle aftermarket parts market. The Company plans to achieve its business objective by pursuing the following business strategies:

•		Broaden application of core products
•		Expand market share in compatible product lines
•		Expand presence in chain stores
•		Introduce new products
•		Expand production capacity
•		Reduce manufacturing costs through automation and process improvements
•		Make strategic acquisitions of other companies or product lines which will complement the Company’s existing product offering and make use of its management and infrastructure
•		Reduce costs through a going-private transaction

History

     The Company was founded in 1938 in Los Angeles by O. Victor Edelbrock, Sr. Mr. Edelbrock utilized his experience as a mechanic and a winning car racer to design and produce manifolds and cylinder heads. Upon his father’s death in 1962, O. Victor Edelbrock, Jr., also a racing enthusiast who began designing manifolds in the 1960’s, assumed his father’s position as President and Chief Executive Officer of the Company.

     In 1967, the Company moved its operations to El Segundo, California. The Company continued designing and marketing new generations of manifolds throughout the 1960’s and 1970’s. In the 1980’s, the Company expanded its product line to include camshaft kits, valvetrain parts, exhaust systems and other performance components, thus developing the “Total Power Package” line. In 1987, the Company moved to its present location in Torrance, California and in 1990 built its own sand-cast aluminum foundry in San Jacinto, California. In the 1990’s, the Company continued to expand its product lines to include carburetors, aluminum cylinder heads, aluminum water pumps, fuel-injected manifolds and aftermarket performance parts for Harley-Davidson motorcycles.

     In October 1994, the Company completed its initial public offering. In 1995, the Company completed the construction of a 37,000 square foot building in Torrance, California to house its exhaust products division and a 15,000 square foot facility to expand the Company’s Foundry warehouse space in San Jacinto, California. In late 1996, the Company completed construction of a 45,000 square foot facility adjacent to its existing exhaust facility, which is being utilized primarily for the manufacture of shock absorbers, as well as to accommodate its Russell Performance division which was relocated from Daytona Beach, Florida in May 2001.

     In May 1997, the Company began producing a new line of performance aftermarket shock absorbers utilizing the patented RICOR inertia active system. In July 1997, the Company completed construction of two facilities on Company-owned property at its Foundry location in San Jacinto, California. A 12,000 square foot facility is being utilized for additional Foundry warehouse space and a 15,000 square foot facility houses the Company’s motorcycle carburetor parts division, which was relocated from Apple Valley, California. In October 1999, the Company completed construction of a 65,950 square foot distribution facility on Company-owned property adjacent to its exhaust products division and shock absorber/Russell production facility in Torrance, California. The Company is utilizing the 30,000 square foot former distribution area at its Company headquarters in Torrance for additional manufacturing capacity.

     In June 2000, the Company acquired the exclusive rights to manufacture and sell internal engine, exhaust, and suspension components to the import aftermarket pursuant to a license agreement with JG Engine Dynamics, Inc. and Automotive Systems Group, Inc. In December 2000, the Company purchased certain assets of the aforementioned Russell Performance Products, Inc., a manufacturer of performance plumbing and brake lines.

     In July 2001, the Company purchased approximately 4 acres of improved land for $552,000. This property is adjacent to its aluminum foundry in San Jacinto, California and may be utilized for future corporate expansion.

4

     In 2003, the Company introduced its first turbo charger (forced induction) system for the Honda Civic EX. This complete kit is street legal and represents the Company’s first entry into the forced induction market for sport compact vehicles. In September 2003, the Company determined that its relationship with JG Engine Dynamics, Inc. and Automotive Systems Group, Inc. (the “Licensor”) had changed because the parties are no longer jointly developing import aftermarket products. The Company continues to utilize the License Agreement and pay royalties to the Licensor on existing co-developed products.

     On April 12, 2004, the Company announced that O. Victor Edelbrock, the Company’s Chairman, President, and Chief Executive Officer, had presented a proposal to the Company’s Board of Directors to acquire the outstanding shares of the Company’s common stock not already beneficially owned or controlled by Mr. Edelbrock. On June 25, 2004, the Company entered into a definitive merger agreement with two companies controlled by Mr. Edelbrock. Under the terms of the merger agreement, if the transaction is consummated, all of the outstanding shares of common stock, par value $0.01 per share, of Edelbrock not already owned by Mr. Edelbrock or certain family trusts for which he serves as trustee, will be converted into the right to receive $16.75 per share, net to the seller in cash, without interest.

Research and Development

     The Company seeks to develop new products to respond to consumer demand, to increase performance characteristics of existing product lines and to offer new product lines. For the fiscal years ended June 30, 2002, 2003, and 2004 research and development expenditures totaled $3,852,000, $3,827,000, and $3,913,000, respectively.

Products

     The Company offers approximately 8,000 performance automotive and motorcycle aftermarket parts for street, off-road, recreational and competition use. The Company’s products are designed to enhance the engine’s performance through increased horsepower, torque and drivability primarily by improving induction of fuel and air into and exhaust out of the engine. The Company also designs and markets products to improve appearance or drivability of the vehicle.

     The Company’s present lines include, among other items, aluminum automotive intake manifolds, which accounted for 23.5% of the Company’s revenues for fiscal year 2002, 22.4% for fiscal year 2003, and 22.0% for fiscal year 2004; and automotive carburetors, which accounted for 37.8%, 36.7%, and 34.0% of the Company’s revenues for fiscal years 2002, 2003, and 2004, respectively.

Distribution, Sales and Marketing

     The Company utilizes a balanced nationwide distribution network, which encompasses most major channels of distribution. The Company’s policy is to offer its products at the same price and under the same terms and conditions in each of its channels of distribution. The Company’s products are sold in all 50 states and Canada, as well as to a lesser degree in Mexico, Australia, Europe, New Zealand and the Pacific Rim, and primarily distributed through the following channels:

•		Retail Automotive Chain Stores
•		Mail Order Catalog Houses
•		Warehouse Distributors and Performance Specialty Dealers

     In addition to the foregoing channels of distribution, the Company supplies select component parts to original equipment manufacturers, including Ford Motor Company, Volvo-Penta of the Americas, Inc., General Motors Corporation, and Mercruiser, Inc., a division of Brunswick Corporation. In addition, the Company’s aluminum foundry, located in San Jacinto, California, casts components for select third-party manufacturers including New York Air Brake Corporation.

     The Company has one of the oldest affiliations with NASCAR and is recognized as having the only officially licensed manifold of NASCAR. In addition, Edelbrock was the first manufacturer to enter into a long term sponsorship agreement with NASCAR’s contingency money decal program. The long term sponsorship program commenced in January 2004. The Company is also a strong supporter of the automotive racing industry with contingency sponsorship programs with such organizations as NASCAR, NHRA, IHRA, NMRA, PRO, NMCA, PSCA, ARCA, UDTRA, NCRA, USAR, NOPI, IMCA and Fun Ford.

     The Company has four display trailers that support the Company’s distribution and dealer network, interact with the end consumer, and promote product at over 100 automotive and motorcycle events per year.

5

     The Company maintains its corporate website to provide consumers with a range of information including an online product catalog, installation tips, technical support database, and FAQ’s.

     Edelbrock maintains a highly trained technical service department to support the Company’s end consumer. The technical service department assists consumers with technical issues, post sales support, and add-on sales.

     One customer, Auto Sales, Inc., accounted for 15.5%, 15.8%, and 16.9% of the Company’s revenues for fiscal years 2002, 2003, and 2004 respectively. Another customer, AutoZone, Inc. accounted for 10.6%, 8.7%, and 7.8% of the Company’s revenues for fiscal year 2002, 2003, and 2004.

Manufacturing

     The Company’s manufacturing operations are housed in its Torrance facilities and casting operations at its aluminum foundry in San Jacinto. The Company manufactures products such as manifolds, cylinder heads, water pumps, shock absorbers and exhaust systems. Approximately 46.4% of the Company’s revenues for fiscal year 2004 were attributable to products which were manufactured by third-party suppliers. Magneti Marelli, U.S.A., Inc., pursuant to an agreement with the Company, supplied the Company with all of the carburetors which it marketed in fiscal year 2004, representing approximately 34.0% of the Company’s revenue for that fiscal year. The agreement extends through calendar year 2009 and is renewable at the option of the parties. See Note 9 “Dependence on Key Supplier” within the Notes to Consolidated Financial Statements.

Competition

     There is significant competition in the manufacturing and sale of performance automotive and motorcycle parts for both the domestic and import aftermarkets. The Company competes with other companies and individuals in the manufacture and sale of performance automotive and motorcycle parts. The Company competes with, among others, Holley Performance Products, Inc. (“Holley”) in the manifold market, Holley and Barry Grant, Inc. in the automotive carburetor market, Rancho Industries and Bilstein in the shock absorber market, Crane Cams and Competition Cams in the camshaft market, World Products and Trick Flow Specialties in the cylinder head market, Earl’s Performance Products, Goodridge, and Aeroquip Inc. in the performance plumbing lines, and Mr. Gasket, TransDapt and Moroso in the specialty automotive accessories market. The Company competes primarily with Harley-Davidson, Inc., S&S Cycle, Incorporated, and Mikuni of America in the motorcycle aftermarket. The Company competes primarily on the basis of product quality, brand name recognition, service and price. Some of the Company’s competitors are substantially larger and have greater financial resources than the Company.

Trademarks and Patents

     The Company owns over 38 trademarks and patents used in connection with the marketing of the Company’s products, including Edelbrock®, Russell®, Torker®, Torker II®, Tunnel Ram®, Signature Series®, Performer Series®, QwikSilver II®, Performer IAS® and Edelbrock Total Power Package®. The Company believes that its trademarks and patents and the associated recognition, reputation and customer loyalty contribute to the success of the Company’s business operations. The Company’s patents expire between 2005 and 2024.

Employees

     As of June 30, 2004, the Company employed 722 persons in the operation of its business. The Company believes that its ability to attract and retain qualified management personnel, skilled production technicians, and marketing and administrative employees will be a key determinant of the Company’s continued success. The Company has not entered into any collective bargaining agreements with any unions and believes that its overall relations with its employees are good.

Item 2. Properties

     The Company owns its headquarters, distribution and manufacturing facilities located in four buildings totaling approximately 290,000 square feet in Torrance, California, and three buildings for its foundry operations totaling approximately 100,000 square feet as well as a 15,000 square foot facility for its motorcycle carburetor parts division in San Jacinto, California. The Company also has 4 acres of improved land adjacent to its foundry facility in San Jacinto, California that may be utilized for future corporate expansion.

     The Company believes that its existing facilities are adequate to meet its current production requirements.

6

Item 3. Legal Proceedings

     Three purported class action lawsuits relating to the merger proposal and going-private transaction described above have been served again the Company and its board of directors. Each of these actions purport to be brought on behalf of the Company’s public shareholders. The complaints seek a preliminary and permanent injunction to enjoin the merger and, if the merger is consummated, rescission and damages. The three actions have been consolidated into a single action. On July 30, 2004, the parties to the consolidated action entered into a memorandum of understanding with respect to a proposed settlement of these actions. Under the terms of the proposed settlement, the plaintiffs’ counsel will be entitled to $425,000 in fees and expenses in the aggregate and is subject to court approval. The Company maintains a $5,000,000 Directors & Officers insurance policy with a $150,000 deductible that will cover this settlement and related costs of defending the claim above the deductible.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted, during the fourth quarter of the fiscal year covered by this report, to a vote of shareholders.

Part II

Item 5. Market for Company’s Common Stock and Related Shareholder Matters.

     The Company’s Common Stock is traded over-the-counter on the Nasdaq Stock Market under the symbol EDEL. The following table sets forth the range of high and low closing sales prices, as reported on the Nasdaq Stock Market for fiscal years 2003 and 2004. On September 23, 2004, the Company had 100 holders of record of its Common Stock with 5,485,392 shares outstanding and a closing price of $16.55.

     During fiscal year ended June 30, 2004, the Company paid a cash dividend in the amount of $.03 per share on December 9, 2003. During fiscal year ended June 30, 2003, the Company paid a cash dividend in the amount of $.02 per share on June 13, 2003. During fiscal year ended June 30, 2002, the Company paid a cash dividend in the amount of $.02 per share on November 11, 2001 and a 10% stock dividend on June 7, 2002. See Note 10 of Notes to Consolidated Financial Statements of the Company.

7

Item 6. Selected Consolidated Financial Data.

     The following Selected Consolidated Financial Data is qualified in its entirety by, and should be read in conjunction with, the Consolidated Financial Statements of the Company and the notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this Form 10-K. The Balance Sheet Data at June 30, 2003 and 2004 and the Income Statement Data and the Other Data for each of the three fiscal years in the period ended June 30, 2004 have been derived from the audited Consolidated Financial Statements of the Company included elsewhere in this Form 10-K. The Balance Sheet Data at June 30, 2000, 2001, and 2002 and the Income Statement Data and the Other Data for each of the two fiscal years in the period ended June 30, 2001 have been derived from audited financial statements not included herein.

8

*

Earnings per share and share amounts for the years 2000 through 2002 have been retroactively adjusted to account for the Company’s 10% stock dividend distributed in June 2002. See Note 10 of Notes to Consolidated Financial Statements.

**

Includes approximately $3.3 million for the purchase of certain assets of Russell Performance Products, Inc.

9

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

     The following is a discussion and analysis of the consolidated financial condition and results of operations of the Company for the fiscal years ended June 30, 2002, 2003, and 2004. The following should be read in conjunction with the Consolidated Financial Statements and related notes appearing elsewhere herein.

Overview

     The Company was founded in 1938, and the Company is now one of America’s leading manufacturers and marketers of specialty performance automotive and motorcycle aftermarket parts. The Company designs, manufactures, packages and markets performance automotive and motorcycle aftermarket parts, including intake manifolds, carburetors, shock absorbers, camshafts, cylinder heads, exhaust systems and other performance components for most domestic V8, selected V6, and selected four-cylinder domestic and import engines. In addition, the Company offers performance aftermarket manifolds, cylinder heads, camshafts, air cleaners, and carburetors for Harley-Davidson and off road motorcycles. The Company currently offers approximately 8,000 performance automotive and motorcycle aftermarket parts for street, off-road, recreational and competition use.

Product Mix

     The Company manufactures its own products and purchases other products designed to the Company’s specifications from third-party manufacturers for subsequent packaging and distribution to the Company’s customers. Generally, the Company can achieve a higher margin on those products which it manufactures, as compared to those purchased from third-party manufacturers. Accordingly, the Company’s results of operations in any given period are affected by product mix.

Product Concentration

     Historically, the Company has derived a substantial portion of its revenues from the sale of automotive aluminum intake manifolds and automotive carburetors. For the fiscal years ended June 30, 2002, 2003, and 2004 approximately 23.5%, 22.4%, and 22.0% of revenues were derived from the sales of intake manifolds and 37.8%, 36.7%, and 34.0% from the sales of carburetors, respectively. The Company sells automotive carburetors which are purchased from a sole supplier (See Note 9 “Dependence on Key Supplier” within the Notes to Consolidated Financial Statements).

Seasonality

     The Company’s sales are subject to seasonal variations. Customer orders and sales are greatest in the second, third and fourth quarters of the Company’s fiscal year in anticipation of and during the spring and summer months. Accordingly, revenues and operating income tend to be relatively higher in these quarters. This seasonality typically results in reduced earnings for the Company’s first quarter because a significant portion of operating expenses is fixed throughout the fiscal year.

10

Results of Operations

     The following table sets forth, for the periods indicated, the percentage of revenues of certain items in the Company’s consolidated statements of income and the percentage change in each item from the prior period.

11

Fiscal Year 2004 Compared to Fiscal Year 2003

Revenues

     Revenues increased 9.3% to $126.0 million in fiscal year 2004 from $115.2 million in fiscal year 2003. The increase was primarily the result of an increase of $1.9 million, or 7.3%, in the sale of aluminum automotive intake manifolds; an increase of $1.8 million, or 11.3%, in the sale of automotive aluminum cylinder heads; an increase of $1.6 million, or 57.8%, from sales by its aluminum foundry to third party customers; an increase of $1.0 million, or 16.0%, in the sale of products from its Russell division; an increase of approximately $887,000, or 2.4%, in the sale of Edelbrock automotive carburetors; and an increase of $610,000, or 20.4%, in the sale of shock absorbers. Edelbrock attributed its improved sales to improvements in the national economy, favorable weather conditions that enabled consumers to perform desired upgrades, and continued strong customer acceptance of the Edelbrock brand and products.

Cost of Sales

     Cost of sales increased 10.1% to $80.9 million in fiscal year 2004 from $73.4 million in fiscal year 2003. As a percent of revenues, cost of sales increased to 64.2% in fiscal year 2004 from 63.7% in fiscal year 2003. The increase in cost of sales was primarily due to higher revenues. The increase in cost of sales as a percentage of revenues was primarily due to increases in labor costs and workers’ compensation insurance.

Selling, General and Administrative Expense

     Selling, general and administrative expenses (“S,G&A”) increased 6.4% to $35.8 million in fiscal year 2004 from $33.7 million in fiscal year 2003. The overall increase was primarily due to higher commissions based on increased revenues, higher overall insurance costs, and professional fees associated with the proposed “going-private” transaction. As a percentage of revenues, S,G&A expenses decreased to 28.4% in fiscal year 2004 from 29.2% in fiscal year 2003. The decrease as a percentage of sales was mainly attributed to slightly higher costs spread over the 9.3% increase in revenues.

Research and Development Expense

     Research and development expense remained relatively unchanged at $3.9 million for fiscal 2004 compared to $3.8 million for fiscal year 2003. As a percent of revenue, research and development expense decreased to 3.1% in fiscal year 2004 versus 3.3% in fiscal year 2003.

Operating Income

     Operating income increased 25.2% to $5.4 million in fiscal year 2004 from $4.3 million in fiscal year 2003. This increase was mainly a result of increased revenues and lower operating expenses as a percentage of revenues.

Interest Expense

     Interest expense decreased 87.5% to $6,000 in fiscal year 2004 from $48,000 in fiscal year 2003. This decrease was primarily due to a decrease in the principal amount of average debt outstanding.

Interest Income

     Interest income decreased 42.6% to $31,000 in fiscal year 2004 from $54,000 in fiscal year 2003. This decrease was the result of a decrease in interest earned on invested cash due to lower interest rates during the year.

Gain on sales of assets and other income

     The Company recognized a gain of $445,000 in the fiscal year 2004 related to sales of real property.

12

Fiscal Year 2004 Compared to Fiscal Year 2003 (continued)

Taxes on Income

     The provision for income taxes increased 73.3% to $2.4 million in fiscal year 2004 from $1.4 million in fiscal year 2003. The effective tax rates were 40.6% and 31.7% for fiscal years 2004 and 2003, respectively. The tax rate for fiscal year 2004 resulted primarily from the certain going-private expenses that were not deductible and state of California repealing the manufacturer’s tax credit on December 31, 2003. Accordingly, the Company only took allowable credits for 6 months of the fiscal year compared to an entire year in previous fiscal years. The tax rate for fiscal year 2003 resulted primarily from the Company’s continued investment in research and development and capital improvements which resulted in increases in research and development tax credits and California manufacturer’s tax credit despite the lower taxable income.

Net Income

     The Company’s net income increased 17.6% for fiscal year 2004 to $3.5 million in fiscal 2004 from $3.0 million in fiscal year 2003. This increase was primarily due to the items mentioned above.

13

Fiscal Year 2003 Compared to Fiscal Year 2002

Revenues

     Revenues decreased 6.8% to $115.2 million in fiscal year 2003 from $123.6 million in fiscal year 2002. The decrease was primarily the result of a decrease of approximately $4.4 million, or 9.5%, in the sale of automotive carburetors; a decrease of $1.5 million, or 19.9%, in the sale of automotive air cleaners and valve covers; and a decrease of approximately $3.2 million, or 11.0%, in the sale of automotive aluminum intake manifolds. Edelbrock attributed the overall decrease in revenues to a prolonged period of unseasonable inclement weather during the spring and summer months, consumer concerns related to the war in Iraq, and the sluggish national economy.

Cost of Sales

     Cost of sales decreased 6.0% to $73.4 million in fiscal year 2003 from $78.1 million in fiscal year 2002. As a percent of revenues, cost of sales increased to 63.7% in fiscal year 2003 from 63.2% in fiscal year 2002. The decrease in cost of sales was primarily due to lower revenues. The increase in cost of sales as a percentage of revenues was primarily due to increased labor rates and higher workers’ compensation expenses.

Selling, General and Administrative Expense

     Selling, general and administrative expenses (“S,G&A”) increased 1.6% to $33.7 million in fiscal year 2003 from $33.2 million in fiscal year 2002. This increase resulted primarily from an increase in salaries and higher insurance costs offset by lower commissions and other variable expenses associated with lower revenues. As a percentage of revenues, S,G&A expenses increased to 29.2% in fiscal year 2003 from 26.8% in fiscal year 2002. The increase in S,G&A expenses as a percentage of revenues resulted primarily from increases in advertising, general insurance, and salaries spread over lower revenues.

Research and Development Expense

     Research and development expense decreased 0.6% to $3.8 million in fiscal 2003 from $3.9 million in fiscal year 2002. As a percent of revenue, research and development expense increased slightly to 3.3% in fiscal year 2003 versus 3.1% in fiscal year 2002.

Operating Income

     Operating income decreased 49.3% to $4.3 million in fiscal year 2003 from $8.5 million in fiscal year 2002. This decrease was mainly a result of decreased revenues and higher operating expenses as a percentage of revenues.

Interest Expense

     Interest expense decreased 50.0% to $48,000 in fiscal year 2003 from $96,000 in fiscal year 2002. This decrease was primarily due to a decrease in the principal amount of average debt outstanding combined with a decrease in interest rates.

Interest Income

     Interest income increased 1.9% to $54,000 in fiscal year 2003 from $53,000 in fiscal year 2002. This increase was the result of an increase in interest earned on invested cash due to higher amounts of invested excess working capital offset by lower interest rates during the year.

Taxes on Income

     The provision for income taxes decreased 55.6% to $1.4 million in fiscal year 2003 from $3.1 million in fiscal year 2002. The effective tax rates were 31.7% and 36.6% for fiscal years 2003 and 2002, respectively. The decrease in the effective tax rate resulted primarily from the Company’s continued investment in research and development and capital improvements which resulted in increases in research and development tax credits and California manufacturer’s tax credit despite the decrease in taxable income.

Net Income

     The Company’s net income decreased 44.6% for fiscal year 2003 to $3.0 million in fiscal 2003 from $5.4 million in fiscal year 2002. This decrease was primarily due to the items mentioned above.

14

Quarterly Results

     The following table sets forth unaudited operating data for each of the specified quarters of fiscal years 2003 and 2004. This quarterly information has been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, contains all adjustments necessary to state fairly the information set forth herein. The sum of the four quarters earnings per share may not agree to the fiscal year earnings per share due to rounding.

15

Critical Accounting Policies

     The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The following paragraphs include a discussion of accounting policies critical to the Company:

     Cash and Cash Equivalents

Cash and cash equivalents include money market instruments and other highly liquid short-term investments that are stated at cost which approximates market value. Such investments are considered to be cash equivalents for purposes of the Consolidated Statements of Cash Flows and Consolidated Balance Sheets. The balance of such short-term investments was $8,707,000 and $12,540,000 at June 30, 2003 and 2004, respectively. Such investments were not insured by the Federal Deposit Insurance Corporation (“FDIC”).

The Company maintains its cash balances in two financial institutions. These balances may, at times, exceed federal insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk relating to cash and cash equivalents.

     Accounts Receivable and Accounts Receivable Reserves

The Company maintains reserves for cash and other discounts, returns and potential credit losses. Accounts receivable reserves are based on (i) the Company’s estimate of the rate at which customers take credit discounts allowed and (ii) the Company’s specific assessment of the collectibility of all past due accounts.

     Inventories

Inventories, which consist of raw materials, work in process, and finished goods, are stated at the lower of cost (first-in, first-out method) or market value and have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management’s review of inventories on hand compared to estimated future usage and sales and may be adjusted from time to time based on management’s continuing review of the allowance.

     Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company evaluates the recoverability of goodwill and other intangible assets with indefinite useful lives annually or more frequently if events or circumstances indicate that an asset might be impaired. The Company uses judgment when applying the impairment rules to determine when an impairment test is necessary. Factors the Company considers which could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, and significant negative industry or economic trends. Impairment losses are measured as the amount by which the carrying value of an asset exceeds its estimated fair value. The Company is required to make estimates of its future cash flows related to the asset subject to review. These estimates require assumptions about demand for the Company’s products and services, future market conditions and technological developments. Other assumptions include determining the discount rate and future growth rates.

     Product Warranties

The Company records a liability for an estimate of costs that it expects to incur under its basic limited warranty when product revenue is recognized. Factors affecting the Company’s product warranty liability include the number of units sold and historical and anticipated rates of claims and costs per claim. Company’s management periodically assesses the adequacy of its product warranty liability based on changes in these factors.

     Self-Insurance Liabilities

The Company’s obligation for employee-health care benefits is self-insured for which the Company uses a third party administrator to process all claims and benefits. Employee health care insurance liabilities are accrued based on historical claims experience and risk exposure levels. Eligible losses on a per claim basis and in the aggregate for all eligible claims in excess of self-insurance levels and up to stated limits of liability are covered by insurance policies purchased from third-party insurers.

16

Critical Accounting Policies (concluded)

     Revenue Recognition

Revenue is recognized upon shipment of products by the Company. All shipments are made only upon written or electronic contractual agreements with the Company’s customers.

Liquidity and Capital Resources

     The Company’s liquidity requirements arise primarily from the funding of its seasonal working capital needs and capital expenditures. Historically, the Company has met these liquidity requirements through cash flow generated from operating activities and with borrowed funds under the Company’s $8.0 million revolving credit facility (“Revolving Credit Facility”). Due to the seasonal demand for the Company’s products, the Company builds inventory during the Company’s first fiscal quarter in advance of the typically stronger selling periods during the Company’s second, third and fourth fiscal quarters.

     The Revolving Credit Facility consists of an unsecured line of credit agreement with one bank, which provides a total loan commitment not to exceed $8.0 million, all of which was available to the Company as of September 23, 2004. The line of credit borrowings are at the bank’s prime rate (4.00% at June 30, 2004 and 4.75% as of September 23, 2004). The line of credit agreement expires on February 1, 2005. If the Company does not pursue alternative financing arrangements, the Company may seek to extend the existing line of credit agreement. Under the Revolving Credit Facility, the Company is subject to certain customary restrictive financial requirements. For all periods presented and as of September 23, 2004, the Company is in compliance with all such financial covenants.

     Net cash provided by operating activities was $6.7 million, $6.8 million and $7.4 million in fiscal years 2002, 2003, and 2004, respectively. Due to the seasonality of the Company’s business, more funds from operating activities are generated in its third and fourth fiscal quarters.

     Accounts payable decreased $1.7 million for fiscal year 2004 compared to fiscal year 2003 primarily as a result of timing of receipt of goods from a principal supplier.

     Accounts receivable increased by $967,000 for fiscal year 2004 compared to fiscal year 2003, while sales increased $10.8 million for fiscal year 2004 compared to fiscal year 2003. The increase in accounts receivable in fiscal year 2004 was primarily due to the increased sales and timing of payments from customers.

     Inventories increased by $2.0 million for fiscal year 2004 compared to fiscal year 2003 while cost of sales increased $7.4 million for fiscal year 2004 compared to fiscal year 2003. The increase in inventories from fiscal year 2004 versus fiscal year 2003 was primarily due to an increase in raw materials inventories offset by a decrease in finished goods inventories. The Company’s total capital expenditures were $4.0 million in fiscal year 2002; $5.7 million in fiscal year 2003; and $4.3 million in fiscal year 2004. The Company anticipates making capital expenditures of $3.0 – $4.0 million within the next year for additional capital equipment to increase the Company’s production capacity.

Contractual Obligations

     The Company has an agreement with Magneti Marelli Powertrain, USA, Inc., who is the key supplier of automotive carburetors for the Company. The agreement expires in December of 2009 and requires, among other things, that (i) the Company sell only carburetors manufactured by the supplier, (ii) the Company purchase a minimum number of carburetors from the supplier each calendar year and (iii) the Company price the carburetors so as to remain market competitive.

     Any material failure of the supplier to supply carburetors to the Company would have a material adverse effect on the Company’s results of operations because alternative sources for obtaining the types of automotive carburetors marketed by the Company are not readily available. The Company’s inability to source supply with other manufacturers, the Company’s failure to sell automotive carburetors in excess of the minimum purchase requirement, or the contractual limitations on the Company’s pricing of automotive carburetors also could have a material adverse effect on the Company. The Company has met all minimum purchase obligations to date.

17

Contractual Obligations (continued)

     The Company has a license agreement with Ricor Racing and Development L.P. (“Ricor”), under which the Company has licensed rights to intellectual property relating to manufacturing techniques and design specifications for shock absorbers. The Company has been manufacturing and selling shock absorbers manufactured using technology licensed under this agreement since 1997. Ricor recently filed for bankruptcy protection on April 6, 2004. To date, the Ricor bankruptcy has not affected performance of the parties under the license agreement, and the Company has not received notice of any pending threat of a detrimental impact on the relationship. However, any materially adverse effect as a result of the bankruptcy on the Company’s continued access to the intellectual property licensed under this agreement could have a detrimental impact on the Company’s business and financial condition.

The table below summarizes the Company’s contractual obligations as of June 30, 2004:

	1 -	The Company’s minimum obligation under this agreement with Magneti Marelli Powertrain, USA, Inc. is based on a calendar year basis. However, as the above table is presented on a fiscal year basis, each respective period reflects six months of the previous year’s commitment (July – December) and six months of the current respective calendar year (January – June).
	2 -	The Company has employment agreements with its President and two other officers expiring on June 30, 2009. The agreements provide for base salaries of $929,322 in the aggregate, with an annual raise and bonus to be determined by the Compensation Committee of the Board of Directors based on such factors as the performance of the officer and the financial results of the Company. Upon termination of any officer’s employment during the term of the agreement for any reason other than “cause,” death or voluntary termination, the Company will be obligated to make a lump sum severance payment in an amount equal to the then current annual base compensation plus an amount equal to the bonus paid the year prior to such termination.

Inflation

     General inflation over the last three years has not had a material effect on the Company’s cost of doing business and it is not expected to have a material effect in the foreseeable future.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth above which are not historical facts, including statements relating to future economic and climatic conditions, are forward-looking statements that involve known and unknown risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include such factors as the financial strength and competitive pricing environment of the automotive and motorcycle aftermarket industries, product demand, sales growth and activity levels, cash flows, dependence on key suppliers, market acceptance, manufacturing efficiencies, new product development, the success of planned advertising, marketing and promotional campaigns, and other risks identified herein and in other documents filed by the Company with the Securities and Exchange Commission. Other potential risks and uncertainties that may affect the Company’s business and financial condition include the potential effects of the proposal by Mr. Edelbrock to acquire the outstanding shares of the Company’s common stock not already beneficially owned or controlled by him such as (i) the distraction of the Company’s management from the operation of the Company’s business caused by the pendency of the proposed transaction and related litigation, required filings with the Securities and Exchange Commission, and any subsequent developments; and (ii) material increases in the Company’s expenses for professional services and other transaction and litigation related costs and expenses which are expected to be incurred whether or not the proposed transaction is consummated.

18

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

     The Company’s exposure to interest rate changes is primarily related to its variable rate debt which may be outstanding from time to time under the Company’s Revolving Credit Facility with Bank of America, NT&SA. The Company’s Revolving Credit Facility is an $8 million line of credit with an interest rate based on the bank’s prime rate (currently 4.75%). It expires on February 1, 2005. Because the interest rate on the Revolving Credit Facility is variable, the Company’s cash flow may be affected by increases in the prime rate. Management does not, however, believe that any risk inherent in the variable-rate nature of the loan is likely to have a material effect on the Company. As of fiscal year ended June 30, 2004 and as of September 23, 2004, the Company’s outstanding balance on the Revolving Credit Facility was zero. Even if the Company was to draw down on the line prior to its expiration and an unpredicted increase in the prime rate occurred, it would not be likely to have a material effect.

Item 8. Financial Statements and Supplementary Data.

     See Item 14 for an index to the consolidated financial statements and supplementary financial information which are included herewith.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

     None.

Item 9A. Controls and Procedures.

     The Company’s President, Chief Executive Officer, and Chairman of the Board, O. Victor Edelbrock, Jr., and the Company’s Vice-President of Finance and Chief Financial Officer, Aristedes T. Feles, have evaluated the Company’s disclosure controls and procedures as of June 30, 2004. These controls and procedures are designed to ensure that all of the information required to be disclosed by the Company in its periodic reports filed with the Securities and Exchange Commission (the “Commission”) is recorded, processed, summarized and reported within the time periods specified by the Commission and that the information is communicated to Messrs. Edelbrock and Feles on a timely basis.

     Based on their evaluation, Messrs. Edelbrock and Feles concluded that the Company’s disclosure controls and procedures are suitable and effective for the Company, taking into consideration the size and nature of the Company’s business and operations. Subsequent to the date of their evaluation, there have been no significant changes in the Company’s disclosure controls and procedures, or in other factors that would reasonably be likely to affect the Company’s internal controls over financial reporting and related procedures.

Item 9B. Other information.

     Not applicable.

19

Part III

Item 10. Directors and Executive Officers of the Company.

     The following sets forth the name, age and business experience of the executive officers and directors of the Company as of June 30, 2004:

O. Victor Edelbrock has been Chairman, President and Chief Executive Officer of Edelbrock since 1962. He was president of the Specialty Equipment Market Association (SEMA) from 1970 to 1974 and served on the SEMA board of directors from 1967 to 1989.

Jeffrey L. Thompson has been the Executive Vice-President/General Manager and Chief Operating Officer of Edelbrock since December 1988. He was also a six year member of the board of directors of the Specialty Equipment Market Association from 1993 to 1999. Mr. Thompson has been a director of Edelbrock since 1994.

Aristedes T. Feles has been the Vice-President of Finance and Chief Financial Officer since July 1996 and was previously Controller for Edelbrock since 1992. Prior to 1992, Mr. Feles was employed as a senior accountant at BDO Seidman, LLP. Mr. Feles is a Certified Public Accountant and has been a director of Edelbrock since July 1996.

Cathleen Edelbrock has been Vice-President of Advertising for Edelbrock since 1993 and Secretary since July 1996. Prior to 1993, Ms. Edelbrock was Director of Advertising, and has served in various other capacities with the Company since 1978. Ms. Edelbrock has been a director of Edelbrock since 1994.

Steve Whipple has served as Vice-President of Sales for Edelbrock since September 2000. Mr. Whipple was previously the National Sales Manager for Edelbrock since 1999.

Wayne P. Murray has been employed in various positions by Edelbrock since 1969 and has been Vice-President of Manufacturing for Edelbrock since 1984.

Jack B. Mayberry has been the Vice President of Research & Development for Edelbrock since 1995.

Christina Edelbrock has been Vice-President of Purchasing for Edelbrock since 2001. From 1998 to 2001, Ms. Edelbrock was Director of Purchasing, and worked at Edelbrock’s foundry prior to that time.

Nancy Edelbrock has been Treasurer of Edelbrock since 1968 and has been involved in all facets of the business since 1962.

Rodney T. Teraishi has been the Corporate Controller of Edelbrock since August 1998. Mr. Teraishi is a Certified Public Accountant and was previously employed at BDO Seidman, LLP and Deloitte & Touche, LLP in various capacities.

Ronald L. Webb had been Executive Vice-President of Edelbrock Foundry Corp. since 1989. Prior to 1989, Mr. Webb served as Vice-President, Operations and in various other capacities for Buddy Bar Castings (since 1958). Mr. Webb retired on June 30, 2004.

Jerry Herbst has served as a director of Edelbrock since 1994. Mr. Herbst has been the Chief Executive Officer of Terrible Herbst, Inc. and Herbst Supply Co., Inc. since 1959. He has served as a director of Bank of America Nevada (formerly Valley Bank) since 1977 and a director of Nevada Power Company since 1990.

20

Dr. Cornelius J. Pings has served as a director of Edelbrock since December 2000. Dr. Pings is president emeritus of the Association of American Universities (AAU). He served as president of the AAU from 1993 to 1998 and as provost of the University of Southern California from 1981 to 1993.

Ralph O. Hellmold has served as a director of Edelbrock since October 2003. He is the Chairman of the Private Investment Banking Company, LLC and President of Hellmold Associates, Inc., both boutique investment banking firms. Prior to forming Hellmold Associates in 1990, Mr. Hellmold was a Managing Director at Prudential-Bache Capital Funding. Mr. Hellmold is also a director of Core Molding Technologies.

Timothy D. Pettit has served as a director of Edelbrock since 1998. Mr. Pettit is a Vice President of Big Sky Distributors, LLC and Big Sky Holdings, LLC. He is a Certified Public Accountant and currently the Managing Partner of Raimondo Pettit Group, and was a former Managing Partner at BDO Seidman, LLP.

Item 11. Executive Compensation.

     The information required by Item 11 will be set forth in the Company’s 2004 Annual Proxy Statement, as the case may be, or shall be included in an amendment to the Company’s Annual Report on Form 10-K to be filed prior to 120 days following fiscal year end and is incorporated herein by reference.

21

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

     The following table sets forth certain information regarding the beneficial ownership of Edelbrock as of July 29, 2004 by (i) all those known to Edelbrock to be beneficial owners of more than 5% of its common stock, (ii) each executive officer and director of Edelbrock and (iii) all executive officers and directors of Edelbrock as a group. Edelbrock Holdings and Edelbrock Merger Sub currently do not beneficially own any Edelbrock common stock. Unless otherwise indicated, the address for each of the shareholders listed below is c/o Edelbrock Corporation, 2700 California Street, Torrance, California 90503.

*

Less than one percent.

(1)

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

22

(2)		Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust, 177,553 shares attributable to Mr. Edelbrock’s beneficial interest in the Edelbrock Corp. 401(k) Retirement Plan (“401(k) Plan”), 30,938 shares that Mr. Edelbrock has the right to acquire pursuant to options, 400 shares attributable to Mr. Edelbrock’s spouse’s, Nancy Edelbrock, beneficial interest in the 401(k) Plan, 700,282 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, 618,750 shares owned by the Vic Edelbrock, Sr. Will Residuary Fund, 73,521 shares owned by the Sean Michael Robb Trust, 73,521 shares owned by the Alexander Edelbrock Wilson Trust, 73,521 shares owned by the Courtney Isom Trust, 43,510 shares owned by the Carey Edelbrock Robb Trust, 43,521 shares owned by the Cathleen Edelbrock Trust, 73,510 shares owned by the Christina Edelbrock Trust, 16,959 shares owned by the Troy Frederick Robb Trust, 16,959 shares owned by the Grant Douglas Robb Trust, 16,959 shares owned by the Brooke Elizabeth Robb Trust, and 16,959 shares owned by the Kyle Patrick Robb Trust. Mr. Edelbrock is the trustee of the above trusts. Mr. Edelbrock disclaims beneficial ownership of such shares relating to Nancy Edelbrock’s beneficial interest in the 401(k) Plan, the Vic Edelbrock, Sr. Will Marital Deduction Fund, the Sean Michael Robb Trust, the Alexander Edelbrock Wilson Trust, the Courtney Isom Trust, the Carey Edelbrock Robb Trust, the Cathleen Edelbrock Trust, the Christina Edelbrock Trust, the Troy Frederick Robb Trust, the Grant Douglas Robb Trust, the Brooke Elizabeth Robb Trust, and the Kyle Patrick Robb Trust.
(3)		Excluding options, Mr. Edelbrock’s percentage ownership is 51.2% of the outstanding voting securities of Edelbrock.
(4)		Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust.
(5)		O. Victor Edelbrock and Nancy Edelbrock are trustees of, and beneficiaries under, such trust.
(6)		Mr. Murray, Ms. Edelbrock and Mr. Pettit are trustees of the 401(k) Plan. The trustees disclaim beneficial ownership of such shares held by the 401(k) Plan except to the extent of 45,807 and 4,036 shares attributable to Mr. Murray’s and Ms. Edelbrock’s respective beneficial interests in the 401(k) Plan.
(7)		Includes 547,549 shares held by the 401(k) Plan of which Mr. Murray is a trustee. Mr. Murray disclaims beneficial ownership of such shares except to the extent of 65,173 shares of which 45,807 shares are attributable to Mr. Murray’s beneficial interest in the 401(k) Plan, and 19,146 shares that Mr. Murray has the right to acquire pursuant to options.
(8)		Includes 547,549 shares held by the 401(k) Plan of which Ms. Edelbrock is a trustee. Ms. Edelbrock disclaims beneficial ownership of such shares except to the extent of 92,046 shares, of which 4,036 shares are attributable to Ms. Edelbrock’s beneficial interest in the 401(k) Plan, 73,510 shares are attributable to Ms. Edelbrock’s interest in the Christina Edelbrock Trust and 9,943 shares that Mr. Edelbrock has the right to acquire pursuant to options.
(9)		Includes 547,549 shares held by the 401(k) Plan of which Mr. Pettit is a trustee. Mr. Pettit, who is a member of the board of directors and not an employee of the Company, disclaims beneficial ownership of such shares, except to the extent of 3,850 shares that Mr. Pettit has the right to acquire pursuant to options.
(10)		O. Victor Edelbrock is trustee of the trust. He disclaims beneficial ownership of such shares.
(11)		Information regarding the amount of shares is as of December 31, 2003 and was obtained from a Schedule 13G filed on behalf of Dalton, Greiner, Hartman, Maher & Co. on February 17, 2004. The 13G states that Dalton, Greiner, Hartman, Maher & Co. has sole voting and dispositive power over such shares. Its principal office is located at 565 Fifth Avenue, Suite 2101, New York, New York 10017.
(12)		Information regarding the amount of shares is as of December 31, 2003 and was obtained from a Schedule 13G filed on behalf of Dimensional Fund Advisors Inc. (“Dimensional”) on February 6, 2004. The 13G states that Dimensional serves as investment manager in certain funds and, in such role, possesses sole voting and dispositive power over the 343,300 shares owned by such funds. Dimensional disclaims beneficial ownership of such shares. Its principal office is located at 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

23

(13)		Includes 11,051 shares attributable to Ms. Edelbrock’s interest in the 401(k) Plan, 43,521 shares attributable to Ms. Edelbrock’s interest in the Cathleen Edelbrock Trust, and 12,761 shares that Mr. Edelbrock has the right to acquire pursuant to options.
(14)		Includes 33 shares attributable to Mr. Feles’ beneficial interest in the 401(k) Plan and 16,105 shares that Mr. Feles has the right to acquire pursuant to options.
(15)		Includes 22,334 shares attributable to Mr. Thompson’s beneficial interest in the 401(k) Plan and 46,750 shares that Mr. Thompson has the right to acquire pursuant to options.
(16)		Represents options that, pursuant to the proposed going-private transaction, will accelerate and fully vest.
(17)		Includes 261,487 shares attributable to the directors’ and officers’ beneficial interests in the 401(k) Plan, and 12,650 shares subject to options that will accelerate and fully vest pursuant to the transaction.

Item 13. Certain Relationships and Related Transactions.

     The information required by Item 13 will be set forth in the Company’s 2004 Annual Proxy Statement or shall be included in an amendment to the Company’s Annual Report on Form 10-K to be filed prior to 120 days following fiscal year end and is incorporated herein by reference.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Financial Statements and Schedules. See Index to Financial Statements which appears on page 26 hereof.

Other Financial Data. See Summary of Selected Financial Data, which appears in “Item 6. Selected Financial Data.”

Reports on Form 8-K.

The Company filed a report on Form 8-K on April 12, 2004 related to Mr. Edelbrock’s going private proposal and also on June 28, 2004 upon execution of the merger agreement. The Company also filed a report on Form 8-K on May 4, 2004 related to its earnings release for its third quarter and nine months ended period ended March 25, 2004, and on September 10, 2004 related to its earnings release for its fourth quarter and fiscal year ended June 30, 2004.

Exhibits.

The exhibits listed on the Exhibit Index following the signature page hereof are filed herewith in response to this Item.

24

EDELBROCK CORPORATION
EXHIBIT INDEX

25

EDELBROCK CORPORATION
EXHIBIT INDEX

*

- Management Contract or compensatory plan or arrangement which is separately identified in accordance with Item 14(a)(3) of Form 10-K.

26

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

27

EDELBROCK CORPORATION

INDEX TO FINANCIAL STATEMENTS

28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and
Shareholders of Edelbrock Corporation

We have audited the accompanying balance sheets of Edelbrock Corporation as of June 30, 2004 and 2003, and the consolidated related statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended June 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Edelbrock Corporation as of June 30, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2004 in conformity with accounting principles generally accepted in the United States of America.

We have also audited Schedule II for each of the three years in the period ended June 30, 2004. In our opinion, this schedule presents fairly, in all material respects, the information required to be set forth therein.

/s/ GRANT THORNTON LLP

Los Angeles, California
September 8, 2004, except for Notes 7(f) and 13,
as to which the date is September 27, 2004

29

EDELBROCK CORPORATION

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

30

EDELBROCK CORPORATION

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

31

EDELBROCK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

*

Earnings per share and share amounts for 2002 have been retroactively adjusted to account for the Company’s 10% stock dividend distributed in June 2002. See Note 10 “Shareholders’ Equity” within the Notes to Consolidated Financial Statements.

See accompanying notes to consolidated financial statements.

32

EDELBROCK CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended June 30, 2002, 2003, and 2004

See accompanying notes to consolidated financial statements.

33

EDELBROCK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS