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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

|                                                 |  |                                 
|------------------------------------------------ |  | --------------------------------
|For the Quarterly Period Ended December 25, 2003 |  | Commission File Number 000-24802

EDELBROCK CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 33-0627520                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)
|                                                               |  |                                        
|2700 California Street, Torrance, California                   |  | 90503                                  
|                                                              
|(Address of principal executive offices)                       |  | (Zip Code)                             

(310)781-2222

Registrants telephone number, including area code


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 February 6, 2004, the Company had 5,458,665 shares of Common Stock
outstanding.

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TABLE OF CONTENTS



|                            |                                                                                               |                                                    |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS             
|                            |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                 
|                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   
|                            |                                                                                               | NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                            | Item 4. Controls and Procedures                                                              
|PART II - OTHER INFORMATION
|SIGNATURES                 
|EXHIBIT 31.1               
|EXHIBIT 31.2               
|EXHIBIT 32.1               
|EXHIBIT 32.2               



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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 25, 2003

INDEX


|                            |                                                                                               |                                                                                                        |       |       |      | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ----- | ----- | ---- | 
|                            |                                                                                               |                                                                                                        |       | Page 
|                            |                                                                                               |                                                                                                        |       |      
|Part I FINANCIAL STATEMENTS |                                                                                               |                                                                                                        |       |      
|                            | Item 1. Financial Statements                                                                  |                                                                                                        |       |       |     
|                            |                                                                                               | Condensed Consolidated Balance Sheets as of December 25, 2003
and June 30, 2003                        |       |       | 3    | 
|                            |                                                                                               | Consolidated Statements of Income for the Three Months
and Six Months Ended December 25, 2003 and 2002 |       |       | 4    | 
|                            |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 25, 2003 and 2002    |       |       | 5    | 
|                            |                                                                                               | Notes to Condensed Consolidated Interim Financial Statements                                           |       |       | 6-10 | 
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                        |       | 11-17 |     
|                            | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                        |       | 18    |     
|                            | Item 4. Controls and Procedures                                                               |                                                                                                        |       | 18    |     
|Part II OTHER INFORMATION   |                                                                                               |                                                                                                        | 19-20 |      
|SIGNATURES                  |                                                                                               |                                                                                                        | 21    |      
|CERTIFICATIONS              |                                                                                               |                                                                                                        | 22-25 |      

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                           |                                   |   |              |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ------------ | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | December 25, |            | June 30,
|                                           |                                   |   | 2003         |            | 2003    
|                                           |                                   |   |              |            |         
|                                           |                                   |   | (Unaudited)  |            |          |   |            
|ASSETS                                     |                                   |   |              |            |          |   |             |           
|Current assets                             |                                   |   |              |            |          |   |             |           
|                                           | Cash and cash equivalents         |   | $            | 4,677,000  |          |   | $           | 8,707,000  | 
|                                           | Accounts receivable, net          |   |              | 31,547,000 |          |   |             | 26,858,000 | 
|                                           | Inventories                       |   |              | 26,611,000 |          |   |             | 26,398,000 | 
|                                           | Prepaid expenses and other        |   |              | 2,625,000  |          |   |             | 3,835,000  | 
|                                           |                                   |   |              |            |          |   |             |           
|Total current assets                       |                                   |   | 65,460,000   |            |          |   | 65,798,000  |           
|Property, plant and equipment, net         |                                   |   | 37,680,000   |            |          |   | 38,421,000  |           
|Goodwill                                   |                                   |   | 1,172,000    |            |          |   | 1,172,000   |           
|License agreement                          |                                   |   | 708,000      |            |          |   | 758,000     |           
|Other                                      |                                   |   | 1,130,000    |            |          |   | 1,251,000   |           
|                                           |                                   |   |              |            |          |   |             |            | 
|Total assets                               |                                   | $ | 106,150,000  |            |          | $ | 107,400,000 |           
|                                           |                                   |   |              |            |          |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |              |            |          |   |             |           
|Current liabilities                        |                                   |   |              |            |          |   |             |           
|                                           | Accounts payable                  |   | $            | 9,286,000  |          |   | $           | 12,038,000 | 
|                                           | Accrued expenses                  |   |              | 4,964,000  |          |   |             | 4,692,000  | 
|                                           | Current portion of long-term debt |   |              | 42,000     |          |   |             | 48,000     | 
|                                           |                                   |   |              |            |          |   |             |           
|Total current liabilities                  |                                   |   | 14,292,000   |            |          |   | 16,778,000  |           
|Long-term debt                             |                                   |   | 178,000      |            |          |   | 494,000     |           
|Deferred income taxes                      |                                   |   | 2,974,000    |            |          |   | 3,090,000   |           
|Shareholders equity                       |                                   |   | 88,706,000   |            |          |   | 87,038,000  |           
|                                           |                                   |   |              |            |          |   |             |            | 
|Total liabilities and shareholders equity |                                   | $ | 106,150,000  |            |          | $ | 107,400,000 |           
|                                           |                                   |   |              |            |          |   |             |           

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

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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |            | 
|----------------------------------------------------- | ----------------------------------- | - | ------------------ | ---------- | ---------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                      |                                     |   | Three months ended |            | Six months ended
|                                                      |                                     |   | December 25,       |            | December 25,    
|                                                      |                                     |   |                    |            |                 
|                                                      |                                     |   | 2003               |            | 2002             |   | 2003       |            | 2002
|                                                      |                                     |   |                    |            |                  |   |            |            |     
|Revenues                                              |                                     | $ | 31,741,000         |            |                  | $ | 31,015,000 |            |      | $ | 59,399,000 |            |  | $ | 56,889,000 |           
|Cost of sales                                         |                                     |   | 20,452,000         |            |                  |   | 19,918,000 |            |      |   | 38,256,000 |            |  |   | 35,757,000 |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                      | Gross profit                        |   |                    | 11,289,000 |                  |   |            | 11,097,000 |      |   |            | 21,143,000 |  |   |            | 21,132,000 | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating expenses                                    |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                      | Selling, general and administrative |   |                    | 8,459,000  |                  |   |            | 8,265,000  |      |   |            | 16,803,000 |  |   |            | 16,111,000 | 
|                                                      | Research and development            |   |                    | 813,000    |                  |   |            | 942,000    |      |   |            | 1,707,000  |  |   |            | 1,777,000  | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                      | Total operating expenses            |   |                    | 9,272,000  |                  |   |            | 9,207,000  |      |   |            | 18,510,000 |  |   |            | 17,888,000 | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating income                                      |                                     |   | 2,017,000          |            |                  |   | 1,890,000  |            |      |   | 2,633,000  |            |  |   | 3,244,000  |           
|Interest expense                                      |                                     |   | 1,000              |            |                  |   | 11,000     |            |      |   | 5,000      |            |  |   | 31,000     |           
|Interest income                                       |                                     |   | 10,000             |            |                  |   | 18,000     |            |      |   | 21,000     |            |  |   | 38,000     |           
|Gain on sale of fixed assets                          |                                     |   | 17,000             |            |                  |   | 2,000      |            |      |   | 135,000    |            |  |   | 4,000      |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Income before taxes on income                         |                                     |   | 2,043,000          |            |                  |   | 1,899,000  |            |      |   | 2,784,000  |            |  |   | 3,255,000  |           
|Taxes on income                                       |                                     |   | 756,000            |            |                  |   | 702,000    |            |      |   | 1,030,000  |            |  |   | 1,204,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Net income                                            |                                     | $ | 1,287,000          |            |                  | $ | 1,197,000  |            |      | $ | 1,754,000  |            |  | $ | 2,051,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic net income per share                            |                                     | $ | 0.24               |            |                  | $ | 0.22       |            |      | $ | 0.32       |            |  | $ | 0.38       |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted net income per share                          |                                     | $ | 0.23               |            |                  | $ | 0.22       |            |      | $ | 0.32       |            |  | $ | 0.38       |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic weighted average number of shares
outstanding   |                                     |   | 5,459,000          |            |                  |   | 5,452,000  |            |      |   | 5,456,000  |            |  |   | 5,452,000  |           
|Effect of dilutive stock options and
warrants         |                                     |   | 27,000             |            |                  |   | 5,000      |            |      |   | 22,000     |            |  |   | 9,000      |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted weighted average number of
shares outstanding |                                     |   | 5,486,000          |            |                  |   | 5,457,000  |            |      |   | 5,478,000  |            |  |   | 5,461,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           

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

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


|                                                  |                                 |                                                                       |            |                  |            |   |            |   |            |  
|------------------------------------------------- | ------------------------------- | --------------------------------------------------------------------- | ---------- | ---------------- | ---------- | - | ---------- | - | ---------- | -
|                                                  |                                 |                                                                       |            | Six months ended
|                                                  |                                 |                                                                       |            | December 25,    
|                                                  |                                 |                                                                       |            |                 
|Increase
(Decrease) in Cash and Cash Equivalents  |                                 | 2003                                                                  |            | 2002            
|                                                  |                                 |                                                                       |            |                 
|Operating activities                              |                                 |                                                                       |            |                  |            |   |            |  
|                                                  |                                 | Net income                                                            |            | $                | 1,754,000  |   |            | $ | 2,051,000  |  
|                                                  |                                 | Depreciation and amortization                                         |            |                  | 2,849,000  |   |            |   | 2,798,000  |  
|                                                  |                                 | Gain on sale of assets                                                |            |                  | (135,000   | ) |            |   | (4,000     | )
|                                                  |                                 | Impairment on license agreement                                       |            |                  | 36,000     |   |            |   |           |  
|                                                  |                                 | Net change in operating assets and liabilities                        |            |                  | (6,184,000 | ) |            |   | (6,625,000 | )
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Net cash used in operating activities             |                                 |                                                                       | (1,680,000 | )                |            |   | (1,780,000 | )
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Investing activities                              |                                 |                                                                       |            |                  |            |   |            |  
|                                                  |                                 | Capital expenditures                                                  |            |                  | (2,380,000 | ) |            |   | (3,325,000 | )
|                                                  |                                 | Proceeds from sale of assets                                          |            |                  | 438,000    |   |            |   | 6,000      |  
|                                                  |                                 | Other                                                                 |            |                  |           |   |            |   | 62,000     |  
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Net cash used in investing activities             |                                 |                                                                       | (1,942,000 | )                |            |   | (3,257,000 | )
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Financing activities                              |                                 |                                                                       |            |                  |            |   |            |  
|                                                  |                                 | Proceeds from issuance of common stock
from exercise of stock options |            |                  | 77,000     |   |            |   |           |  
|                                                  |                                 | Dividends paid on common stock                                        |            |                  | (163,000   | ) |            |   |           |  
|                                                  |                                 | Net repayments of debt                                                |            |                  | (322,000   | ) |            |   | (30,000    | )
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|                                                  |                                 | Net cash used in financing activities                                 |            |                  | (408,000   | ) |            |   | (30,000    | )
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Net decrease in cash and cash equivalents         |                                 |                                                                       | (4,030,000 | )                |            |   | (5,067,000 | )
|Cash and cash equivalents at beginning of period  |                                 |                                                                       | 8,707,000  |                  |            |   | 7,682,000  |  
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Cash and cash equivalents at end of period        |                                 | $                                                                     | 4,677,000  |                  |            | $ | 2,615,000  |  
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|Supplemental disclosure of cash flow information: |                                 |                                                                       |            |                  |            |   |            |  
|                                                  | Cash paid during the period for |                                                                       |            |                  |            |   |            |   |           
|                                                  |                                 | Interest                                                              |            | $                | 5,000      |   |            | $ | 31,000     |  
|                                                  |                                 |                                                                       |            |                  |            |   |            |  
|                                                  |                                 | Income taxes                                                          |            | $                | 300,000    |   |            | $ | 1,954,000  |  
|                                                  |                                 |                                                                       |            |                  |            |   |            |  

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

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1  Summary of Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company) at December 25, 2003 and for the three and six month periods ended
December 25, 2003 and 2002 are unaudited, but include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation. The June 30, 2003 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, 2003 (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 normally included in audited 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 and six month periods ended December 25, 2003 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 2004.

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. Credit losses are charged directly to selling, general and
administrative expenses when determined to be uncollectible. The actual cash
and other discounts, returns and credit losses have not differed materially
from accrued estimated amounts for the six months ended December 25, 2003.

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.

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.

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Note 1  Summary of Significant Accounting Policies (continued)

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. Under the accounting provisions of SFAS No. 148,
the Companys net income and income per share for 2003 and 2002 would have been
reduced to the pro forma amounts indicated below:

|                      |                       |  |                    |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|--------------------- | --------------------- |  | ------------------ | --------- | ---------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                      |                       |  | Three Months Ended |           | Six Months Ended
|                      |                       |  | December 25,       |           | December 25,    
|                      |                       |  |                    |           |                 
|                      |                       |  | 2003               |           | 2002             |  | 2003 |           | 2002
|                      |                       |  |                    |           |                  |  |      |           |     
|Net income:           |                       |  |                    |           |                  |  |      |           |      |  |   |           |  |  |   |          
|                      | As reported           |  | $                  | 1,287,000 |                  |  | $    | 1,197,000 |      |  | $ | 1,754,000 |  |  | $ | 2,051,000 | 
|                      | Pro forma             |  | $                  | 1,281,000 |                  |  | $    | 1,186,000 |      |  | $ | 1,748,000 |  |  | $ | 2,040,000 | 
|Net income per share: |                       |  |                    |           |                  |  |      |           |      |  |   |           |  |  |   |          
|                      | As reported - Basic   |  | $                  | 0.24      |                  |  | $    | 0.22      |      |  | $ | 0.32      |  |  | $ | 0.38      | 
|                      | As reported - Diluted |  | $                  | 0.23      |                  |  | $    | 0.22      |      |  | $ | 0.32      |  |  | $ | 0.38      | 
|                      | Pro forma - Basic     |  | $                  | 0.23      |                  |  | $    | 0.22      |      |  | $ | 0.32      |  |  | $ | 0.37      | 
|                      | Pro forma - Diluted   |  | $                  | 0.23      |                  |  | $    | 0.22      |      |  | $ | 0.32      |  |  | $ | 0.37      | 

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 prices exceeding the
average market prices of the underlying shares of common stock:

|                                                        |  |                    |                |                  |  |      |                |      |  |   |                |  |  |   |                | 
|------------------------------------------------------- |  | ------------------ | -------------- | ---------------- |  | ---- | -------------- | ---- |  | - | -------------- |  |  | - | -------------- | 
|                                                        |  | Three Months Ended |                | Six Months Ended
|                                                        |  | December 25,       |                | December 25,    
|                                                        |  |                    |                |                 
|                                                        |  | 2003               |                | 2002             |  | 2003 |                | 2002
|                                                        |  |                    |                |                  |  |      |                |     
|Options and
warrants to
purchase shares of
common stock |  |                    | 152,901        |                  |  |      | 488,345        |      |  |   | 152,901        |  |  |   | 488,345        | 
|                                                        |  |                    |                |                  |  |      |                |      |  |   |                |  |  |   |                | 
|Exercise prices                                         |  | $                  | 12.27 - $20.00 |                  |  | $    | 11.36 - $20.00 |      |  | $ | 12.27 - $20.00 |  |  | $ | 11.36 - $20.00 | 
|                                                        |  |                    |                |                  |  |      |                |      |  |   |                |  |  |   |                | 

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Note 1  Summary of Significant Accounting Policies (concluded)

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:

|                                |  |                  |          |      |  |   |          |  
|------------------------------- |  | ---------------- | -------- | ---- |  | - | -------- | -
|                                |  | Six Months Ended
|                                |  | December 25,    
|                                |  |                 
|                                |  | 2003             |          | 2002
|                                |  |                  |          |     
|Balance at July 1,              |  | $                | 607,000  |      |  | $ | 300,000  |  
|Accrual for current year claims |  |                  | 568,000  |      |  |   | 806,000  |  
|Warranty claims settled         |  |                  | (573,000 | )    |  |   | (749,000 | )
|                                |  |                  |          |      |  |   |          |  
|Balance at December 25,         |  | $                | 602,000  |      |  | $ | 357,000  |  
|                                |  |                  |          |      |  |   |          |  

Segment Reporting

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

Controlling Stockholder

As of December 25, 2003, O. Victor Edelbrock, the Companys Chairman,
President, and Chief Executive Officer, has beneficial ownership of 51.4% of
the Companys common shares. As a result, Mr. Edelbrock has the ability to
control the Companys operations.

Reclassifications

Certain prior period amounts have been reclassified for comparison with the
2003 presentation.

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Note 2  New Accounting Pronouncements

In January 2003, the Financial Accounting Standard Board (FASB) issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities (FIN
46). This interpretation explains how to identify variable interest entities
and how an enterprise assesses its interest in a variable interest entity to
decide whether to consolidate that entity. This interpretation requires
existing unconsolidated variable interest entities to be consolidated by their
primary beneficiaries if the entities do not effectively disperse risks among
parties involved. Variable interest entities that effectively disperse risks
will not be consolidated unless a single party holds an interest or combination
of interests that effectively recombines risks that were previously dispersed.
This interpretation applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in the first fiscal
year or interim period beginning after December 15, 2003, to variable interest
entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. Management believes that the adoption of FIN 46 will
not have a material effect on the Companys financial position or results of
operations.

Note 3  Inventories

Inventories at December 25, 2003 and June 30, 2003 consisted of the following:

|                |  |              |            |          |  |   |            | 
|--------------- |  | ------------ | ---------- | -------- |  | - | ---------- | 
|                |  | December 25, |            | June 30,
|                |  |              |            |         
|                |  | (Unaudited)  |            |          |  |  
|Raw materials   |  | $            | 14,597,000 |          |  | $ | 12,542,000 | 
|Work in process |  |              | 1,603,000  |          |  |   | 1,780,000  | 
|Finished goods  |  |              | 10,411,000 |          |  |   | 12,076,000 | 
|                |  |              |            |          |  |   |            | 
|                |  | $            | 26,611,000 |          |  | $ | 26,398,000 | 
|                |  |              |            |          |  |   |            | 

Note 4  License Agreement

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.

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Note 5  Tax Contingency

The Federal income taxes of the Company for the fiscal year ended June 30, 2001
are currently under examination by the Internal Revenue Service (IRS). The
examination mainly pertains to research and development credits and
extraterritorial income exclusion that the Company has utilized to reduce
taxable income. Management does not believe that the outcome of the IRS
examination will have a material impact on the Companys consolidated results
of operations or financial position.

The California income taxes of the Company for the fiscal years ended June 30,
1999, 2000, and 2001 are currently under examination by the California
Franchise Tax Board. The examination mainly pertains to the apportionment of
income between states. Management does not believe that the outcome of this
examination will result in a material impact on the Companys consolidated
results of operations or financial position.

Note 6  Dependence on Key Supplier

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.

On October 31, 2003, the Company amended this agreement, changing the Companys
aggregate minimum purchase obligation from January 1, 2004 to the agreements
expiration in December of 2009. Pursuant to the amended agreement, the
Companys minimum purchase obligation increased by $6,723,000 for the 2004
calendar year only. Each subsequent calendar year through 2009 remained
substantially unchanged, decreasing by $183,000 per year. 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.

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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 three and six months
ended December 25, 2003 and 2002. The following should be read in conjunction
with the 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 over 8,100 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 December 25, 2003 Compared to Three Months Ended
December 25, 2002:

Revenues

Revenues increased 2.3% to $31.7 million for the three months ended December
25, 2003 from $31.0 million for the same period of 2002. This slight increase
was primarily the result of an increase of $446,000, or 71.7% from sales by its
aluminum foundry to third party customers; an increase of approximately
$346,000, or 3.0% in the sale of automotive carburetors; an increase of
approximately $206,000, or 3.0%, in the sale of aluminum intake manifolds; and
an increase of approximately $200,000, or 32.3%, in the sale of shock
absorbers.

Cost of Sales

Cost of sales increased 2.7% to $20.5 million for the three months ended
December 25, 2003 from $19.9 million for the same period of 2002. The increase
was mainly due to increased revenues. As a percentage of revenues, cost of
sales increased to 64.4% for the three months ended December 25, 2003 from
64.2% for the same period of 2002. The slight increase in cost of sales as a
percentage of revenues was primarily due to increased labor costs and workers
compensation insurance expenses.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 2.3% to $8.5 million for
the three months ended December 25, 2003 from $8.3 million for the same period
of 2002. The increase was mainly attributed to increased advertising expenses
and costs associated with the change of ownership and beneficiaries of certain
life insurance policies covering the Companys Chief Executive Officer. As a
percentage of revenues, selling, general and administrative expense increased
slightly to 26.7% for the three months ended December 25, 2003 from 26.6% for
the same period ended 2002.

Research and Development Expense

Research and development expense decreased 13.7% to $813,000 for the three
months ended December 25, 2003 from $942,000 for the same period of 2002. As a
percentage of revenues, research and development expense decreased to 2.6% for
the three months ended December 25, 2003 from 3.0% for the same period of 2002.
The overall decrease and decrease as a percentage of revenues can mainly be
attributed to the substantial conclusion of a third party development program
in the current fiscal quarter. The Company will evaluate the viability of this
program to determine whether or not it will be renewed in the future.

Interest Expense

Interest expense decreased to $1,000 for the three months ended December 25,
2003 from $11,000 for the same period of 2002.

Interest Income

Interest income decreased to $10,000 for the three months ended December 25,
2003 from $18,000 for the same period of 2002.

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Three Months Ended December 25, 2003 Compared to Three Months Ended
December 25, 2002 (concluded):

Taxes on Income

The provision for income taxes increased to $756,000 for the three months ended
December 25, 2003 from $702,000 for the same period of 2002. The effective tax
rate for both periods was approximately 37%.

Net Income

The Companys net income for the three months ended December 25, 2003 increased
7.5% to $1.3 million from $1.2 million for the same period of 2002. This
increase was primarily the result of the items mentioned above.

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Six Months Ended December 25, 2003 Compared to Six Months Ended
December 25, 2002

Revenues

Revenues increased 4.4% to $59.4 million for the six months ended December 25,
2003 from $56.9 million for the same period of 2002. This increase was
primarily the result of $1.2 million, or 120.2% from sales by its aluminum
foundry to third party customers; an increase of; an increase of approximately
$208,000, or 1.6%, in the sale of aluminum intake manifolds; an increase of
approximately $294,000, or 37.4%, in the sale of automotive camshafts; and an
increase of approximately $373,000, or 27.6%, in the sale of shock absorbers.

Cost of Sales

Cost of sales increased 7.0% to $38.3 million for the six months ended December
25, 2003 from $35.8 million for the same period of 2002. The increase was
mainly due to increased revenues. As a percentage of revenues, cost of sales
increased to 64.4% for the six months ended December 25, 2003 from 62.9% for
the same period of 2002. The increase in cost of sales as a percentage of
revenues was primarily due to increases in labor costs, workers compensation
insurance, and labor cost overruns at its aluminum foundry. The Company
attributed these cost overruns to additional employees and overtime required to
complete certain contract work for third party customers. To minimize such
cost overruns in the future, the Company has reduced the number of third-party
foundry customers and thereby virtually eliminated overtime so that the
aluminum foundry can focus on fewer and higher-margin projects which include
the Companys proprietary products. The Company is also installing new
equipment at its aluminum foundry that will reduce machine labor time and has
announced price increases on those third-party customers that it has elected to
retain.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 4.3% to $16.8 million for
the six months ended December 25, 2003 from $16.1 million for the same period
of 2002. The increase was mainly attributed to an increase in advertising
costs and commissions associated with increased revenues. As a percentage of
revenues, selling, general and administrative expense remained unchanged at
28.3% for the six months ended December 25, 2003 and 2002.

Research and Development Expense

Research and development expense decreased 3.9% to $1.7 million for the six
months ended December 25, 2003 from $1.8 million for the same period of 2002.
As a percentage of revenues, research and development expense decreased to 2.9%
for the six months ended December 25, 2003 from 3.1% for the same period of
2002. The overall decrease and decrease as a percentage of revenues can mainly
be attributed to the substantial conclusion of a third party development
program in the current fiscal quarter. The Company will evaluate the viability
of this program to determine whether or not it will be renewed in the future.

Interest Expense

Interest expense decreased to $5,000 for the six months ended December 25, 2003
from $31,000 for the same period of 2002.

Interest Income

Interest income decreased to $21,000 for the six months ended December 25, 2003
from $38,000 for the same period of 2002.

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Six Months Ended December 25, 2003 Compared to Six Months Ended
December 25, 2002 (concluded)

Gain on Sale of Assets

Gain on sale of assets was $135,000 and $4,000 for the six months ended
December 25, 2003 and 2002, respectively. The gain for the six months ended
December 25, 2003 can be primarily attributed to the sale of a real estate
asset.

Taxes on Income

The provision for income taxes decreased to $1.0 million for the six months
ended December 25, 2003 from $1.2 million for the 2002 period. The effective
tax rate for both the 2003 and 2002 periods was approximately 37%.

Net Income

The Companys net income for the six months ended December 25, 2003 decreased
14.5% to $1.8 million from $2.1 million for the same period of 2002. This
decrease was primarily the result of the items mentioned above.

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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 (Revolving Credit Facility) which expires on
February 1, 2005. Due to seasonal demand for the Companys products, the
Company 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 approximately $2.4 million during the first two quarters of
fiscal year 2004 mainly for new machinery and computer equipment and
anticipates making additional capital expenditures of approximately $2.0 - $3.0
million for the remainder of fiscal year 2004 primarily for additional capital
equipment to increase production capacity and efficiency.

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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.

On October 31, 2003, the Company amended this agreement, changing the Companys
aggregate minimum purchase obligation from January 1, 2004 to the agreements
expiration in December of 2009. Pursuant to the amended agreement, the
Companys minimum purchase obligation increased by $6,723,000 for the 2004
calendar year only. Each subsequent calendar year through 2009 remained
substantially unchanged, decreasing by $183,000 per year. 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.

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,
dependence on key supplier, 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.

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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, N.A. The Companys
Revolving Credit Facility is an $8 million line of credit with an interest rate
based on the prime rate (4.00% as of December 25, 2003) 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
December 25, 2003, 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 December 25, 2003. 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.

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PART II - OTHER INFORMATION

| |  |  |  | 
| |  |  |  | 

Item 1. Legal Proceedings

Not applicable.

Item 2. Changes in 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



| |  |  | On November 21, 2003, the Company held its annual meeting of
shareholders in Torrance, California. At that meeting, the
shareholders re-elected all eight directors nominated by the Board
of Directors. The number of votes cast for or against each
director was as follows:
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |     |           |         |  |         |         |  |  |  |           | 
|---------------------- |  | --- | --------- | ------- |  | ------- | ------- |  |  |  | --------- | 
|Director               |  | FOR |           | AGAINST |  | UNVOTED
|                       |  |     |           |         |  |        
|O. Victor Edelbrock    |  |     | 3,565,470 |         |  |         | 299,445 |  |  |  | 1,593,750 | 
|Jeffrey L. Thompson    |  |     | 3,565,470 |         |  |         | 299,445 |  |  |  | 1,593,750 | 
|Aristedes T. Feles     |  |     | 3,565,470 |         |  |         | 299,445 |  |  |  | 1,593,750 | 
|Cathleen Edelbrock     |  |     | 3,565,470 |         |  |         | 299,445 |  |  |  | 1,593,750 | 
|Timothy D. Pettit      |  |     | 3,820,930 |         |  |         | 43,985  |  |  |  | 1,593,750 | 
|Jerry Herbst           |  |     | 3,820,930 |         |  |         | 43,985  |  |  |  | 1,593,750 | 
|Dr. Cornelius J. Pings |  |     | 3,820,930 |         |  |         | 43,985  |  |  |  | 1,593,750 | 
|Ralph O. Hellmold      |  |     | 3,853,930 |         |  |         | 10,985  |  |  |  | 1,593,750 | 



| |  |  | In addition, the shareholders approved by a vote of 3,860,216 FOR,
2,258 ABSTAINED, 1,593,750 UNVOTED, and 2,441 AGAINST, the
ratification of the appointment of Grant Thornton LLP as independent
auditors of the Company for the fiscal year ending June 30, 2004.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 5. Other Information

Not applicable.

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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 furnished a report on Form 8-K on November 3, 2003, under
Item 12, related to its earnings release for the quarter ended
September 25, 2003.

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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.

|                       |  |                            
|---------------------- |  | ---------------------------
|                       |  | EDELBROCK CORPORATION      
|                       |  |                            
|                       |  | Registrant                 
|                       |  |                            
|Date: February 6, 2004 |  | /s/  ARISTEDES T. FELES    
|                       |  |                            
|                       |  | Aristedes T. Feles         
|                       |  | Vice President Finance,    
|                       |  | Chief Financial Officer and
|                       |  | Director                   

21