8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date or report (Date of earliest event reported) September 10, 2004

EDELBROCK CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	000-24802	33-0627520
(State or other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation		Identification No.)
2700 California Street, Torrance CA		90503
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 310-781-2222

Not Applicable

(Former name and address)

TABLE OF CONTENTS

	ITEM 2.02 and 7.01 Results of Operations and Financial Condition
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 2.02 and 7.01 Results of Operations and Financial Condition

On September 10, 2004, Edelbrock Corporation (the “Company”) issued a press release discussing its results of operations and financial condition for the fourth quarter and fiscal year ended June 30, 2004.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

As discussed in Exhibit 99.1, the press release contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations and current estimates, and are subject to the limitations listed therein and in the Company’s other reports filed with the Securities Exchange Commission, including that actual events or results may differ materially from those described in the forward-looking statements.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press release of Edelbrock Corporation, dated September 10, 2004

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: September 10, 2004	By:	/s/ JEFFREY L. THOMPSON
		Jeffrey L. Thompson,
		Its: Executive Vice President Chief Operating Officer and Director

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Edelbrock Corporation dated September 10, 2004

EX-99.1

Exhibit 99.1

CONTACT:  Jeffrey L. Thompson
Executive Vice-President
(310) 781-2222

EDELBROCK CORP. REPORTS RESULTS FOR
FOURTH QUARTER AND FISCAL YEAR 2004

TORRANCE, Calif. – September 10, 2004 – Edelbrock Corporation (Nasdaq NM: EDEL) today reported sales and earnings for its fiscal 2004 fourth quarter and year ended June 30, 2004.

For the quarter ended June 30, 2004, revenues totaled $38,030,000 as compared to revenues of $32,678,000 in the same period of fiscal 2003. Net income for the fourth quarter of fiscal 2004 was $1,320,000, or $0.24 per diluted share, compared to net income of $709,000, or $0.13 per diluted share, for the fourth quarter of fiscal 2003. Results for the quarter ended June 30, 2004 reflected professional fees and similar costs associated with the proposed “going-private” transaction totaling $496,000.

For the year ended June 30, 2004, revenues totaled $125,980,000 compared to revenues of $115,225,000 in fiscal 2003. Net income for fiscal 2004 was $3,979,000, or $0.72 per diluted share, compared to net income of $2,970,000, or $0.54 per diluted share, for fiscal 2003. Results for the year ended June 30, 2004 reflected gains on the sale of real estate assets totaling $445,000 (approximately $282,000 or $0.05 per diluted share, after tax) and professional fees related to the proposed “going-private” transaction totaling $496,000.

Edelbrock Corp. Reports Results for 4Q and Fiscal Year 2004 - Page 2

Edelbrock attributed its increase in sales for both the fourth quarter and fiscal 2004 to improvements in the national economy, favorable weather conditions that encouraged enthusiasts to perform desired upgrades, and continued strong customer acceptance of the Edelbrock brand and products, reinforced by Edelbrock’s marketing program. Despite Edelbrock’s strong performance in the fiscal 2004 periods, however, management noted that earnings growth continued to be hampered by continuing increases in worker’s compensation, utilities, and overall insurance costs.

Edelbrock reported that revenues for the fourth quarter were strong across a broad range of product categories. Sales of Edelbrock’s high-performance aluminum automotive cylinder heads rose $1.4 million, or 32.1% over the year-ago period, while sales of Edelbrock’s aluminum automotive intake manifolds improved $1.2 million, or 17.2%. Other lines that made notable contributions to Edelbrock’s quarterly sales growth included its popular automotive carburetors, up 4.7%; exhaust systems, up 20.0%; and shock absorbers rose 7.8% for the quarter. Edelbrock also received a $798,000, or 49.6% quarterly sales increase from its Russell Performance Products division. The Edelbrock Russell brand is a leading provider of performance plumbing and brake lines which includes street legal brake lines, oil lines, fuel lines, and filters for both automotive and motorcycle use, as well as other products for domestic and imported vehicles. In addition, Edelbrock reported an increase in third party casting work at its aluminum foundry, sales from which improved $263,000, or 25.9% from the fourth quarter of 2003.

Edelbrock reported that selling, general and administrative (SG&A) expense, as a percentage of revenues, decreased to 28.0% for the fourth quarter of fiscal 2004 from 29.0% in the year-ago period. Overall, SG&A increased 12.3%, or $1.2 million, to $10.7 million for the fourth quarter of fiscal 2004 compared to $9.5 million for the year-ago period. The quarterly and year-to-year increase in SG&A was primarily attributable to increased commissions, other variable selling expenses associated with higher revenues, and professional fees and similar costs associated with the proposed “going-private” transaction. Research and development (R&D) expenses for the fourth quarter of fiscal 2004 increased 5.1%, or $61,000, over the year-ago period, totaling $1.2 million. As a percent of revenues, R&D expenses decreased to 3.3% for the fourth quarter of fiscal 2004 from 3.6% in the same quarter of fiscal 2003.

Edelbrock Corp. Reports Results for 4Q and Fiscal Year 2004 - Page 3

About Edelbrock Corporation:

Founded in 1938, Torrance, California-based Edelbrock Corp. is recognized as one of the nation’s premier designers, manufacturers and distributors of performance replacement parts for the automotive and motorcycle aftermarkets. In addition to three production facilities and an automated distribution center in Torrance, the Company owns and operates a state-of-the-art aluminum foundry and its motorcycle carburetor division in San Jacinto, Calif., at which it manufactures many of its quality products.

“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.

Edelbrock Corp. Reports Results for 4Q and Fiscal Year 2004 - Page 4

EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three months ended						Fiscal Year ended
	June 30,						June 30,
	2004			2003			2004			2003
Revenues	$	38,030,000		$	32,678,000		$	125,980,000		$	115,225,000
Cost of sales		23,976,000			21,248,000			80,462,000			73,409,000
Gross profit		14,054,000			11,430,000			45,518,000			41,816,000
Operating expenses
Selling, general and administrative		10,661,000			9,492,000			35,740,000			33,671,000
Research and development		1,246,000			1,185,000			3,891,000			3,827,000
Total operating expenses		11,907,000			10,677,000			39,631,000			37,498,000
Operating income		2,147,000			753,000			5,887,000			4,318,000
Interest expense		—			(10,000	)		(6,000	)		(48,000	)
Interest income		1,000			8,000			31,000			54,000
Gain on sale of assets and other (loss) income		(4,000	)		7,000			453,000			23,000
Income before taxes on income		2,144,000			758,000			6,365,000			4,347,000
Taxes on income		824,000			49,000			2,386,000			1,377,000
Net income	$	1,320,000		$	709,000		$	3,979,000		$	2,970,000
Basic net income per share	$	0.24		$	0.13		$	0.73		$	0.54
Diluted net income per share	$	0.24		$	0.13		$	0.72		$	0.54
Basic weighted average number of shares outstanding		5,484,000			5,452,000			5,465,000			5,452,000
Effect of dilutive stock options and warrants		109,000			1,000			52,000			6,000
Diluted weighted average number of shares outstanding		5,593,000			5,453,000			5,517,000			5,458,000

     Certain prior period amounts have been reclassified for comparison with the 2004 presentation.

Edelbrock Corp. Reports Results for 4Q and Fiscal Year 2004 - Page 5

EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		June 30,
	2004		2003
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	12,540,000	$	8,707,000
Accounts receivable, net		27,825,000		26,858,000
Inventories		28,399,000		26,398,000
Prepaid expenses and other		3,247,000		3,835,000
Total current assets		72,011,000		65,798,000
Property, plant and equipment, net		36,588,000		37,965,000
Real estate properties, net		229,000		266,000
Goodwill and license agreement		1,852,000		1,930,000
Other		599,000		1,441,000
Total assets	$	111,279,000	$	107,400,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	10,344,000	$	12,038,000
Accrued expenses		5,503,000		4,692,000
Current portion of long-term debt		35,000		48,000
Total current liabilities		15,882,000		16,778,000
Long-term debt		179,000		494,000
Deferred income taxes		3,984,000		3,090,000
Shareholders’ equity		91,234,000		87,038,000
Total liabilities and shareholders’ equity	$	111,279,000	$	107,400,000