UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

EDELBROCK CORPORATION

(310) 781-2222

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes             No X

As of November 9, 2004, the Company had 5,485,392 shares of Common Stock outstanding.

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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 25, 2004
INDEX

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EDELBROCK CORPORATION

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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EDELBROCK CORPORATION

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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EDELBROCK CORPORATION

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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EDELBROCK CORPORATION

Note 1 – Business and Summary of Significant Accounting Policies

Business

Edelbrock Corporation and its wholly-owned subsidiaries, Edelbrock Foundry Corp. and Edelbrock II, Inc. (collectively the “Company”) are engaged in the design, manufacture, distribution and marketing of performance automotive and motorcycle aftermarket parts. The Company currently 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 manufacturing operations are housed in its Torrance facilities and casting operations at its aluminum foundry in San Jacinto and its 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.

Basis of Presentation

The condensed consolidated interim financial statements of Edelbrock Corporation at September 25, 2004 and for the three month periods ended September 25, 2004 and 2003 are unaudited, but include all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for a fair presentation. The June 30, 2004 balance sheet was derived from the balance sheet included in the Company’s audited consolidated financial statements as included in the Company’s Form 10-K for its fiscal year ended June 30, 2004 (File No. 000-24802).

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements included in the Form 10-K indicated above. Operating results for the three-month period ended September 25, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2005.

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.

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Note 1 – Business and Summary of Significant Accounting Policies (continued)

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, a change in relationship between licensee and licensor, 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.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation Transition and Disclosure an amendment of SFAS 123” (“SFAS No. 148”) requires the Company to provide pro forma information regarding net income and income per share as if compensation expensed for the Company’s stock option plans had been determined in accordance with the fair value based method prescribed in SFAS No.148. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants for the three months ended 2004 and 2003: dividend yield of zero percent, risk-free interest rate of 6 percent, expected lives of ten years, and expected volatility of 35%. Under the accounting provisions of SFAS No. 148, the Company’s net income and income per share for 2004 and 2003 would have been reduced to the pro forma amounts indicated below:

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Note 1 – Business and Summary of Significant Accounting Policies (continued)

Basic and Diluted Net Income Per Share Information

Basic net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based on the assumption that options and warrants are included in the calculation of diluted net income per share, except when their effect would be anti-dilutive. Dilution is computed by applying the “treasury stock” method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

The following options and warrants were excluded from the computation of diluted net income per share as a result of the exercise price exceeding the average market price of the shares of common stock:

See Note 8 “Subsequent Events” related to stock options and warrants.

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.

The changes in the Company’s product warranty liability are as follows:

Segment Reporting

The Company is centrally managed and operates in one business segment: specialty automotive and motorcycle aftermarket parts.

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Note 1 – Business and Summary of Significant Accounting Policies (concluded)

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 are fixed throughout the fiscal year.

Controlling Shareholder

As of September 25, 2004, O. Victor Edelbrock, the Company’s Chairman, President, and Chief Executive Officer, has beneficial ownership of 51.2% of the Company’s common shares. As a result, Mr. Edelbrock has the ability to control the Company’s operations. See Note 7 “Going-Private Proposal”.

Note 2 – New Accounting Pronouncements

In December 2003, the FASB issued FASB Interpretation No. 46R (“FIN 46R”), Consolidation of Variable Interest Entities, which is a revised Interpretation clarifying some of the provisions of the original Interpretation No. 46 issued in January 2003. FIN 46R requires the consolidation of variable interest entities (“VIEs”), as defined, based upon an assessment of a company’s investment interests in the VIE as it relates to the interests of other investors in the VIE. FIN 46R also includes certain disclosure requirements related to any VIEs. The application of FIN 46R is required for any VIEs or potential VIEs commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application for all other types of VIEs is required in financial statements for periods ending after March 15, 2004. The adoption of FIN 46R did not have a material impact on the Company’s consolidated financial statements.

Note 3 — Inventories

Inventories at September 25, 2004 and June 30, 2004 consisted of the following:

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Note 4 – Goodwill and Intangible Assets

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Intangible Assets which superseded APB Opinion No. 17, Intangible Assets. SFAS 142 eliminated the requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and addressed the impairment testing and recognition for goodwill and intangible assets. SFAS 142 applies to goodwill and intangible assets arising from transactions completed before and after the Statement’s effective date. SFAS 142 was effective for fiscal year 2003; however, early adoption was allowed in fiscal year 2002. The Company elected to early adopt this Standard as of July 1, 2001. In applying SFAS 142, the Company had performed the transitional reassessment and impairment tests required as of July 1, 2001, and determined the goodwill and license agreement had indefinite lives and that there were no impairment on these assets at that time. The Company discontinued amortization on these assets on July 1, 2001. At the time of adoption, the Company had accumulated amortization pertaining to goodwill and license agreement of $140,000.

The Company currently has a License Agreement with JG Engine Dynamics, Inc. and Automotive Systems Group, Inc. (the “Licensor”). In September 2003, the Company determined that its relationship with the Licensor had changed because the parties are no longer jointly developing future import aftermarket products. The Company continues to utilize the License Agreement and pay royalties to the Licensor on existing co-developed products.

Based on this change in relationship, the Company has determined that the useful life of the License Agreement has changed from an indefinite life to a finite life of 15 years. The Company has also evaluated the recoverability of the carrying amount of this long-lived asset through an impairment test by estimating future net cash flows over the remaining life of this License Agreement. Accordingly, based on this impairment test, the Company recorded an impairment charge of $36,000 for the three months ended September 25, 2003 and is amortizing the License Agreement over a 15 year period utilizing a units method as a basis for amortization.

The changes in the Company’s license agreement are as follows:

The expected remaining amortization expense for the license agreement for the next 5 years is $48,000 per year.

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Note 5 – Commitments and Contingencies

Legal Proceedings

On April 13, 2004, an action styled as Robert Garfield v. O. Victor Edelbrock, et al., No. 374-N was filed in the Court of Chancery for New Castle County, Delaware. The named plaintiff in the case purports to bring claims on behalf of a class of all the Company’s shareholders (other than the defendants) against the Company and its directors. The plaintiff alleges that terms of the proposal to acquire the shares of the Company not already owned by him presented by Mr. Edelbrock are unfair and inadequate and that the defendants other than Mr. Edelbrock have responded to that proposal in a manner that violates their fiduciary duties to the plaintiff class. The action seeks to enjoin consummation of the transaction contemplated by the proposal or, if it has been consummated, rescission of the transaction and/or damages. On April 13 and 15, 2004, respectively, two other purported class actions making similar allegations and seeking substantially similar relief were filed in the same Court and styled as William Steiner v. Edelbrock Corporation, et al., No. 377-N; and Roger Delgado v. Edelbrock Corporation, et al., No. 388-N. 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 (“MoU”) with respect to a proposed settlement of these actions. The parties have been negotiating the final forms of settlement documents to implement the terms of the MoU. Plaintiffs’ counsel has also reviewed documents they deemed relevant and taken three depositions to confirm their understandings with respect to the transaction and related factual matters. Under the terms of the proposed settlement, which is subject to court approval, the plaintiffs’ counsel will be entitled to $425,000 in fees and expenses in the aggregate. The Company maintains a $5,000,000 Directors & Officers insurance policy with a $150,000 deductible that is expected to cover this settlement and related costs of defending the claim above the deductible. See Note 7 “Going-Private Proposal” within the Notes to the Consolidated Financial Statements.

Note 6 – Dependence on Key Supplier

The Company has an agreement with Magneti Marelli, 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.

Note 7 – Going-Private Proposal

On April 12, 2004, the Company announced that Mr. Edelbrock 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. During the first quarter ended September 25, 2004, the Company incurred $179,000 related to professional fees associated with the proposed going-private transaction. Total professional fees associated with the proposed going-private transaction since inception amounted to $675,000 through September 25, 2004.

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Note 8 – Subsequent Events

In connection with the proposed going-private transaction, the special committee and the audit committee of the Company’s board of directors approved the payment by the Company to all holders of options expiring by their terms on October 19, 2004, of the difference between $16.75 per share and the respective exercise price of the option, provided, however, that Mr. Edelbrock would not receive such a payment for his options held expiring October 19, 2004. The total number of option shares equaled 2,623,527 and the total dollar amount of approximately $1.25 million was expensed and paid on October 18, 2004. Pursuant to the terms of the merger agreement, all other holders of stock options, which consisted of 29,900 shares, will be paid out at the closing of the going private transaction, if consummated, at the difference of $16.75 and their respective exercise prices which totaled approximately $227,000.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of the consolidated financial condition and results of operations of the Company for the quarter ended September 25, 2004. The following should be read in conjunction with the Condensed Consolidated Interim Financial Statements and related notes appearing elsewhere herein.

     Overview

The Company was founded in 1938, and is 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, camshafts, cylinder heads, exhaust systems, shock absorbers and other performance components for most domestic V8 and selected V6 engines; and sport compact four cylinder domestic and import engines. In addition, the Company offers performance aftermarket manifolds, camshafts, cylinder heads, air cleaners, and carburetors for Harley-Davidson and other selected brand motorcycles. Also, through its Russell division, the Company offers performance plumbing and brake lines which include street-legal brake lines, oil lines, fuel lines, and filters for both automotive and motorcycle use. The Company currently offers approximately 8,000 performance automotive and motorcycle aftermarket parts for street, off-road, recreational and competition vehicle 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 the product mix of the Company’s sales during the period.

     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 are fixed throughout the fiscal year.

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Three Months Ended September 25, 2004, Compared to Three Months Ended

     Revenues

Revenues decreased 5.9% to $26.0 million for the three months ended September 25, 2004 from $27.7 million for the same period of 2003. This decrease was primarily the result of a decrease of $678,000, or 11.1%, in the sale of aluminum automotive intake manifolds; a decrease of $630,000, or 6.9% in the sale of automotive carburetors; a decrease of $271,000, or 22.6% from sales by its aluminum foundry to third party customers; and a decrease of $190,000, or 24.0%, in the sale of exhaust products. The Company primarily attributed the decrease in revenues to the timing of sales orders in connection with its “VIP” dating program whereby certain customers are offered orders that ship by the end of its second quarter with extended credit terms. In addition, revenues were impacted by the stagnant economy, the higher price of gasoline, and uncertainty related to the national election.

     Cost of Sales

Cost of sales decreased 6.7% to $16.6 million for the three months ended September 25, 2004 from $17.8 million for the same period of 2003. As a percentage of revenues, cost of sales decreased to 63.8% for the three months ended September 25, 2004 from 64.4% for the same period of 2003. The decrease in cost of sales as a percent of revenues was primarily due to prior period cost overruns at the Company’s aluminum foundry.

     Selling, General and Administrative Expense

Selling, general and administrative expenses decreased 3.7% to $8.0 million for the three months ended September 25, 2004 from $8.3 million for the same period of 2003. The decrease was mainly attributed to a decrease in commissions and other variable selling expenses associated with decreased revenues. As a percentage of revenues, selling, general and administrative expense increased to 30.9% for the three months ended September 25, 2004 from 30.2% for the same period of 2003. The increase in expenses as a percentage of revenues was mainly due to lower revenues spread over relatively fixed costs.

     Research and Development Expense

Research and development (“R&D”) expense decreased 6.4% to $837,000 for the three months ended September 25, 2004 from $894,000 for the same period of 2003. As a percentage of revenues, R&D expense remained unchanged at 3.2% for the three months ended September 25, 2004 and for the same period of 2003.

     Interest Expense

Interest expense decreased to $1,000 for the three months ended September 25, 2004 from $4,000 for the same period of 2003. The decrease was primarily due to a lower balance of long-term debt.

     Interest Income

Interest income increased to $25,000 for the three months ended September 25, 2004 from $11,000 for the same period in 2003. The increase was primarily due to higher balance of invested cash.

     Gain on Sale of Assets

Gain on sale of assets was $1,000 and $118,000 for the three months ended September 25, 2004 and 2003, respectively. The gain for the three months ended September 25, 2003 can be primarily attributed to the sale of a real estate asset.

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Three Months Ended September 25, 2004, Compared to Three Months Ended September 25, 2003 (concluded):

     Taxes on Income

The provision for income taxes decreased to $234,000 for the three months ended September 25, 2004 from $274,000 for the 2003 period. The effective tax rate for the 2004 period was 40% as compared to 37% for the 2003 period. The effective tax rate increased mainly due to certain going-private costs which are not deductible for tax purposes and the elimination of the California Manufacturers’ Investment Tax Credit.

     Net Income

The Company’s net income for the three months ended September 25, 2004 decreased 25.1% to $350,000 from $467,000 for the same period of 2003. This decrease was the result of the items mentioned above.

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.

The Company believes that the estimates, assumptions and judgments involved in the accounting policies described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of its most recent Annual Report on Form 10-K have the greatest potential impact on its financial statements, so it considers these to be its critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates the Company uses in applying the critical accounting policies. Certain critical accounting policies affect working capital account balances, including the policies for revenue recognition, accounts receivable reserves, inventory reserves, and product warranty and self-insurance liabilities. These policies require that the Company make estimates in the preparation of its financial statements as of a given date.

Within the context of these critical accounting policies, the Company is not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

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 with Bank of America, NT & SA (“Revolving Credit Facility”) which expires on February 1, 2005. The Company expects to renew this credit facility prior to expiration if an alternative financing agreement has not been established prior to this date. Due to seasonal demand for the Company’s products, the Company normally builds inventory during the first and second fiscal quarters in advance of the typically stronger selling periods during the third and fourth fiscal quarters.

The Company believes that funds generated from operations and funds available under the Revolving Credit Facility together with cash balances will be adequate to meet its working capital, debt service and capital expenditure requirements through the next twelve months. The Company has made capital expenditures of $904,000 during the first quarter of fiscal year 2005 mainly for capital equipment and modification upgrades to its distribution center. The Company anticipates making additional capital expenditures of approximately $2.0 — $3.0 million for the remainder of fiscal year 2005 primarily for additional capital equipment to increase production and efficiency.

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Contractual Obligations

The Company has an agreement with Magneti Marelli, 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.

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.

“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.

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Item 3. Quantitative and Qualitative Disclosures 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 prime rate (4.75% as of September 25, 2004) and 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 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 September 25, 2004, the Company’s outstanding balance on the Revolving Credit Facility was zero.

Item 4. Controls and Procedures

The Company’s President, Chief Executive Officer, and Chairman of the Board, O. Victor Edelbrock, 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 September 25, 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, internal controls over financial reporting,, or in other factors that have materially affected or would reasonably be likely to materially affect the Company’s internal controls over financial reporting and related procedures.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     See information disclosed in the Annual Report on Form 10-K for the Registrant filed September 28, 2004.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     Not applicable.

Item 3. Defaults upon Senior Securities

     Not applicable.

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

     Not applicable.

Item 5. Other Information

     Not applicable.

Item 6. Exhibits and Reports on Form 8-K

Exhibits

31.1		Certifications of principal executive officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
31.2		Certifications of principal financial officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
32.1		Certifications of principal executive officer pursuant to 18 U.S.C. 1350 (furnished)
32.2		Certifications of principal financial officer pursuant to 18 U.S.C. 1350 (furnished)

Reports on Form 8-K

The Company filed a report on Form 8-K on September 10, 2004 and on September 28, 2004 each as related to its report on earnings for the fourth quarter and fiscal year ended June 30, 2004.

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SIGNATURES

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

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