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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 of Report (Date of earliest event reported): May 8, 2024
 

 
HOLLEY INC.
(Exact name of registrant as specified in its charter)
 

 
Delaware
001-39599
87-1727560
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1801 Russellville Road, Bowling Green, KY
 
42101
(Address of principal executive offices)
 
(Zip Code)
 
(270) 782-2900
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, par value $0.0001 per share
 
HLLY
 
New York Stock Exchange
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
 
HLLY WS
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

 
 
Item 2.02
Results of Operations and Financial Condition.
 
On May 8, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended March 31, 2024 and providing outlook and guidance for the second quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
 
The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.
 
Item 5.07
Submission of Matter to a Vote of Security Holders.
 
On May 2, 2024, Holley Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected three Class III directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2024. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”).
 
The final voting results on the proposals considered at the Annual Meeting are set forth below.
 
1.
Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:
 
 
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Matthew Rubel
 
91,893,226
 
2,512,371
 
7,671,072
Owen M. Basham   68,252,222   26,153,375   7,671,072
Graham Clempson
 
72,399,750
 
22,005,847
 
7,671,072
 
 
2.
Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 was ratified, with the voting results as follows:
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
101,990,271
 
12,881
 
73,517
 
--
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
 
Description
99.1
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 
-2-

 
 
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 hereunto duly authorized.
 
     
 
HOLLEY INC.
     
 
By:
/s/ Jesse Weaver
   
Name:  Jesse Weaver
Date: May 8, 2024
 
Title:  Chief Financial Officer
 
 

 

Exhibit 99.1

PRESS RELEASE                                    

 
logo.jpg

1801 Russellville Road

Bowling Green, Kentucky 42101

Holley.com

 

HOLLEY REPORTS FIRST QUARTER 2024 RESULTS; CONTINUES ORGANIZATIONAL TRANSFORMATION 

WITH KEY EXECUTIVE APPOINTMENTS TO DRIVE ORGANIC GROWTH 


 

Delivered first quarter net sales of $158.6 million 

Paid down $15 million of debt and improved free cash flow generation by $15m, year-over year 

Reiterates full year 2024 outlook and provides Q2 outlook 

   

BOWLING GREEN, Ky. – May 8, 2024 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its first quarter ended March 31, 2024.   

 

First Quarter Highlights vs. Prior Year Period

 

Net Sales decreased 7.9% to $158.6 million compared to $172.2 million last year

 

Net Income was $3.7 million, or $0.03 per diluted share, compared to $4.2 million, or $0.04 per diluted share, last year

 

Adjusted Net Income1 was $0.1 million compared to $6.1 million last year

 

Adjusted EBITDA1 was $30.7 million compared to $33.9 million last year 

 

Net Cash Provided by Operating Activities was $18.8 million compared to $3.6 million last year 

 

Free Cash Flow1 was $17.7 million compared to $3.0 million last year

 

1See “Use and Reconciliation of Non-GAAP Financial Measures” below.

 

"The organizational transformation at Holley is well underway. In the first few months of 2024, we made a number of key hires onboarding new talent focused on Holley’s sales, marketing, and product strategy that will, ultimately, drive the organic growth engine in the future,” said Matthew Stevenson, President, and Chief Executive Officer of Holley.  The strategic groundwork we are establishing is poised to cultivate long-term sustainable growth, supported by a team of dedicated professionals who possess a deep passion and unparalleled expertise in sales, product innovation, and marketing. This team is set to elevate Holley to unprecedented heights. Furthermore, in the first quarter, we initiated a strategic rebranding to Holley Performance Brands, a move designed to broaden Holley's impact and fortify our footprint within the high-performance automotive industry.

 

Key Operating Metrics and Strategic Highlights

 

Improving inventory turns with 1-time transformative rationalization of ~12,000 in non-performing finished good SKUs 
 

$3.7 million of savings from freight-related cost reduction initiatives
 

Completed additional $15 million in early debt paydown against the Company’s first lien term loan facility in Q1
 

Holley’s bank-adjusted EBITDA leverage ratio at quarter end of 4.16x was well below the amended covenant ceiling of 5.75x for 1Q of 2024 and below the original covenant level of 5.0x 
  Announced shift to Holley Performance Brands to accelerate growth

 

Stevenson continued, "The outlook for Holley is extremely bright, yet the immediate macroeconomic environment faces challenges due to softening consumer demand and continued inflation. Our focus is on steering the elements within our control, preparing the organization for growth, and the eventual resurgence of consumer health. We've made considerable strides in several key areas, including expanding our distributor relationships, enhancing cost efficiency, and actively managing supply chain dynamics.”

 

 

 

Holley's CFO, Jesse Weaver, added, "We continue to make headway on our financial priorities. Of note, our focus on SKU management was evident in the first quarter demonstrated by the rationalization of underperforming SKUs. Additionally, we executed upon our disciplined inventory and past dues strategy with inventory turns growing and further reduction in past due orders, respectively. We also paid down an additional $15 million of debt in March which enhances our financial flexibility as we remain focused on delivering strong cash flow and using proceeds to reduce leverage. While we still view consumer demand to be muted in the near-term, the overall strength in the automotive performance enthusiast aftermarket coupled with our internal efforts position Holley well for growth and increased profitability in the second half of the year.”

 

Outlook

Holley is providing the following outlook for the second quarter and full-year 2024:

 

Metric

Second Quarter 2024 Outlook

Full Year 2024 Outlook

Net Sales

$165 - $175 million

$640 - $680 million

Adjusted EBITDA*

$34 - $40 million

$125 - $145 million

Capital Expenditures

 

$8 - $12 million

Depreciation and Amortization Expense

 

$24 - $26 million

Interest Expense

 

$50 - $55 million

Bank-adjusted EBITDA Leverage Ratio*

 

4.0x - 3.5x

 

*     Holley is not providing reconciliations of forward-looking second quarter 2024 and full year 2024 Adjusted EBITDA outlook and full year 2024 Bank-adjusted EBITDA Leverage Ratio outlook because certain information necessary to calculate the most comparable GAAP measure, net income, is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, Holley is unable to provide these forward-looking reconciliations without unreasonable effort. Accordingly, Holley is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

 

Holley notes that its outlook for the second quarter and fully-year 2024 may vary due to changes in assumptions or market conditions and other factors described below under “Forward-Looking Statements.”

 

Conference Call

A conference call and audio webcast has been scheduled for 8:30 a.m. Eastern Time today to discuss these results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call available on the investor relations portion of the Company’s website at investor.holley.com. For those that cannot join the webcast, you can participate by dialing 877-407-4019 (Toll Free) or 201-689-8337 (Toll) using the access code of 13745847. 

 

For those unable to participate, a telephone replay recording will be available until Wednesday, May 15, 2024. To access the replay, please call 877-660-6853 (Toll Free) or 201-612-7415 (Toll) and enter confirmation code 13745847. A web-based archive of the conference call will also be available on the Company’s website.

 

Additional Financial Information 

The Investor Relations page of Holley’s website, investor.holley.com contains a significant amount of financial information about Holley, including our earnings presentation, which can be found under Events & Presentations. Holley encourages investors to visit this website regularly, as information is updated, and new information is posted. 

 

About Holley Inc.

Holley Performance Brands (NYSE: HLLY) is a leading designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts. Holley offers a leading portfolio of iconic brands that deliver innovation and inspiration to a large and diverse community of millions of avid automotive enthusiasts who are passionate about the performance and personalization of their classic and modern cars. Holley has disrupted the performance category by putting the enthusiast consumer first, developing innovative new products, and building a robust M&A process that has added meaningful scale and diversity to its platform. For more information on Holley, visit https://www.holley.com.

 

 

 

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics, along with statements regarding the impact of organizational changes, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the ability of Holley to grow and manage growth profitably which may be affected by, among other things, competition; to maintain relationships with customers and suppliers; and to retain its management and key employees; 2) Holley’s ability to compete effectively in our market; 3) Holley’s ability to successfully design, develop, and market new products; 4) Holley’s ability to respond to changes in vehicle ownership and type; 5) Holley’s ability to maintain and strengthen demand for our products; 6) Holley’s ability to effectively manage our growth; 7) Holley’s ability to attract new customers in a cost-effective manner; 8) Holley’s ability to expand into additional consumer markets; 9) costs related to Holley being a public company; 10) disruptions to Holley’s operations, including as a result of cybersecurity incidents; 11) changes in applicable laws or regulations; 12) the outcome of any legal proceedings that have been or may be instituted against Holley; 13) general economic and political conditions, including the current macroeconomic environment, political tensions, and war (including the conflict in Ukraine, the conflict in the Middle East, and the possible expansion of such conflicts and potential geopolitical consequences); 14) the possibility that Holley may be adversely affected by other economic, business, and/or competitive factors, including recent events affecting the financial services industry (such as the closures of certain regional banks); 15) Holley’s estimates and expectations of its financial performance and future growth prospects; 16) Holley’s ability to anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels; and 17) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2024, and/or disclosed in any subsequent filings with the SEC. Although Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes no duty to update these forward-looking statements, except as otherwise required by law.

 

Investor Relations:

Anthony Rozmus / Neel Sikka

Solebury Strategic Communications

203-428-3324

holley@soleburystrat.com

 

Media Relations Contacts:
Paul Oakley, poakley@tinymightyco.com / Rachel Withers, rwithers@tinymightyco.com

Tiny Mighty Communications

615-454-2913

 

 

[Financial Tables to Follow]

 

 

 

 

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

   

Variance

   

Variance

 
   

2024

   

2023

   

($)

   

(%)

 

Net Sales

  $ 158,636     $ 172,205     $ (13,569 )     -7.9 %

Cost of Goods Sold

    106,577       104,492       2,085       2.0 %

Gross Profit

    52,059       67,713       (15,654 )     -23.1 %

Selling, General, and Administrative

    32,996       30,017       2,979       9.9 %

Research and Development Costs

    4,812       6,653       (1,841 )     -27.7 %

Amortization of Intangible Assets

    3,436       3,679       (243 )     -6.6 %

Restructuring Costs

    615       1,339       (724 )     -54.1 %

Other Operating Expense (Income)

    (8 )     51       (59 )     nm  

Operating Expense

    41,851       41,739       112       0.3 %

Operating Income

    10,208       25,974       (15,766 )     -60.7 %

Change in Fair Value of Warrant Liability

    (3,127 )     1,435       (4,562 )     nm  

Change in Fair Value of Earn-Out Liability

    (649 )     428       (1,077 )     nm  

Loss on Early Extinguishment of Debt

    141             141       nm  

Interest Expense, Net

    11,004       18,298       (7,294 )     -39.9 %

Non-Operating Expense

    7,369       20,161       (12,792 )     -63.4 %

Income Before Income Taxes

    2,839       5,813       (2,974 )     -51.2 %

Income Tax Expense (Benefit)

    (891 )     1,566       (2,457 )     nm  

Net Income

  $ 3,730     $ 4,247     $ (517 )     -12.2 %

Comprehensive Income:

                               

Foreign Currency Translation Adjustment

    (186 )     (199 )     13       -6.5 %

Total Comprehensive Income

  $ 3,544     $ 4,048     $ (504 )     -12.5 %

Common Share Data:

                               

Basic Net Income per Share

  $ 0.03     $ 0.04     $ (0.01 )     -25.0 %

Diluted Net Income per Share

  $ 0.03     $ 0.04     $ (0.01 )     -25.0 %

Weighted Average Common Shares Outstanding - Basic

    117,872       117,154       718       0.6 %

Weighted Average Common Shares Outstanding - Diluted

    119,505       117,245       2,260       1.9 %

nm - not meaningful

                               

 

 

 

 

 

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

 

    As of  
    March 31,     December 31,  
   

2024

   

2023

 

Assets

               

Cash and cash equivalents

  $ 41,127     $ 41,081  

Accounts receivable

    48,721       48,360  

Inventory

    184,016       192,260  

Prepaids and other current assets

    15,944       15,665  

Total Current Assets

    289,808       297,366  

Property, Plant and Equipment, Net

    46,376       47,206  

Goodwill

    419,056       419,056  

Other Intangibles, Net

    406,896       410,465  

Other Noncurrent Assets

    29,598       29,250  

Total Assets

  $ 1,191,734     $ 1,203,343  
                 

Liabilities and Stockholders’ Equity

               

Accounts payable

  $ 50,258     $ 43,692  

Accrued interest

    442       455  

Accrued liabilities

    43,580       42,129  

Current portion of long-term debt

    7,444       7,461  

Total Current Liabilities

    101,724       93,737  

Long-Term Debt, Net of Current Portion

    560,112       576,710  

Deferred Taxes

    51,631       53,542  

Other Noncurrent Liabilities

    33,352       38,203  

Total Liabilities

    746,819       762,192  
                 

Common Stock

    12       12  

Additional Paid-In Capital

    374,089       373,869  

Accumulated Other Comprehensive Loss

    (896 )     (710 )

Retained Earnings

    71,710       67,980  

Total Stockholders’ Equity

    444,915       441,151  

Total Liabilities and Stockholders’ Equity

  $ 1,191,734     $ 1,203,343  

 

 

 

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Operating Activities

               

Net Income

  $ 3,730     $ 4,247  

Adjustments to Reconcile to Net Cash

    10,971       13,874  

Changes in Operating Assets and Liabilities

    4,142       (14,482 )

Net Cash Provided by Operating Activities

    18,843       3,639  
                 

Investing Activities

               

Capital Expenditures, Net of Dispositions

    (1,091 )     (683 )

Net Cash Provided by (Used in) Investing Activities

    (1,091 )     (683 )
                 

Financing Activities

               

Net Change in Debt

    (16,748 )     (7,284 )

Deferred financing fees

          (1,117 )

Payments from Stock-Based Award Activities

    (921 )     (34 )

Net Cash Provided by (Used in) Financing Activities

    (17,669 )     (8,435 )
                 

Effect of Foreign Currency Rate Fluctuations on Cash

    (37 )     145  
                 

Net Change in Cash and Cash Equivalents

    46       (5,334 )
                 

Cash and Cash Equivalents

               

Beginning of Period

    41,081       26,150  

End of Period

  $ 41,127     $ 20,816  

 

 

 

We present certain information with respect to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Bank-adjusted EBITDA Leverage Ratio, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow as supplemental measures of our operating performance and believe that such non-GAAP financial measures are useful to investors in evaluating our financial performance and in comparing our financial results between periods because they exclude the impact of certain items that we do not consider indicative of our ongoing operating performance. We believe that the presentation of these non-GAAP financial measures enhances the usefulness of our financial information by presenting measures that management uses internally to establish forecasts, budgets, and operational goals to manage and monitor our business. We believe that these non-GAAP financial measures help to depict a more realistic representation of the performance of our underlying business, enabling us to evaluate and plan more effectively for the future.

 

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Bank-adjusted EBITDA Leverage Ratio, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are not prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from non-GAAP and other financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing our financial performance. These metrics should not be considered as alternatives to net income, gross profit, net cash provided by operating activities, or any other performance measures, as applicable, derived in accordance with GAAP.

 

We define EBITDA as earnings before depreciation, amortization of intangible assets, interest expense, and income tax expense. We define Adjusted EBITDA as EBITDA adjusted to exclude, to the extent applicable, restructuring costs, which includes operational restructuring and integration activities, termination related benefits, facilities relocation, and executive transition costs; changes in the fair value of the warrant liability; changes in the fair value of the earn-out liability; equity-based compensation expense; inventory charges primarily due to product rationalization initiatives that are part of a portfolio transformation aimed at eliminating unprofitable or slow-moving SKUs; gain or loss on the early extinguishment of debt; notable items that we do not believe are reflective of our underlying operating performance, including litigation settlements and certain costs incurred for advisory services related to identifying performance initiatives; and other expenses or gains, which includes gains or losses from disposal of fixed assets, franchise taxes, and gains or losses from foreign currency transactions. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.

 

HOLLEY INC. and SUBSIDIARIES

USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Net Income

  $ 3,730     $ 4,247  

Adjustments:

               

Interest Expense, Net

    11,004       18,298  

Income Tax Expense (Benefit)

    (891 )     1,566  

Depreciation

    2,464       2,485  

Amortization

    3,436       3,679  

EBITDA

    19,743       30,275  

Restructuring Costs

    615       1,339  

Change in Fair Value of Warrant Liability

    (3,127 )     1,435  

Change in Fair Value of Earn-Out Liability

    (649 )     428  

Equity-Based Compensation Expense

    1,141       394  

Inventory Charges

    9,713        

Loss on Early Extinguishment of Debt

    141        

Notable Items

    3,100       24  

Other Expense (Income)

    (8 )     51  

Adjusted EBITDA

  $ 30,669     $ 33,946  

Net Sales

  $ 158,636     $ 172,205  

Net Income Margin

    2.4 %     2.5 %

Adjusted EBITDA Margin

    19.3 %     19.7 %

 

 

 

We define the Bank-adjusted EBITDA Leverage Ratio as Net Debt divided by our Bank-adjusted EBITDA for the trailing twelve-month ("TTM") period, as defined under our Credit Agreement entered into in November 2021, as amended, which is used in calculating covenant compliance.

 

   

TTM March 31, 2024

 

Net Income

  $ 18,663  

Adjustments:

       

Interest Expense, Net

    53,452  

Income Tax Expense (Benefit)

    5,942  

Depreciation

    10,287  

Amortization

    14,314  

EBITDA

    102,658  

Restructuring Costs

    1,917  

Change in Fair Value of Warrant Liability

    (451 )

Change in Fair Value of Earn-Out Liability

    1,226  

Equity-Based Compensation Expense

    8,038  

Inventory Charges

    8,913  

Gain on Early Extinguishment of Debt

    (560 )

Notable Items

    4,361  

Other Expense

    706  

Adjusted EBITDA

    126,808  

Additional Permitted Charges

    1,896  

Adjusted EBITDA per Credit Agreement

  $ 128,704  

Total Debt

  $ 577,175  

Less: Permitted Cash and Cash Equivalents

    41,127  

Net Indebtedness per Credit Agreement

  $ 536,048  

Bank-adjusted EBITDA Leverage Ratio

 

4.16 x

 

 

We define adjusted gross profit as gross profit excluding inventory charges primarily due to product rationalization initiatives that are part of a portfolio transformation aimed at eliminating unprofitable or slow-moving SKUs. We define Adjusted Gross Margin as Adjusted Gross Profit divided by net sales. 

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Gross Profit

  $ 52,059     $ 67,713  

Adjust for: Inventory Charges

    9,713        

Adjusted Gross Profit

  $ 61,772     $ 67,713  

Net Sales

  $ 158,636     $ 172,205  

Gross Margin

    32.8 %     39.3 %

Adjusted Gross Margin

    38.9 %     39.3 %

 

 

 

We define Adjusted Net Income as earnings excluding the after-tax effect of changes in the fair value of the warrant liability, changes in the fair value of the earn-out liability, and gain or loss on the early extinguishment of debt. We define Adjusted Diluted EPS as Adjusted Net Income on a per share basis. Management uses these measures to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results. We believe that using this information, along with net income and net income per diluted share, provides for a more complete analysis of the results of operations.  

 

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Net Income

  $ 3,730     $ 4,247  

Special items:

               

Adjust for: Change in Fair Value of Warrant Liability

    (3,127 )     1,435  

Adjust for: Change in Fair Value of Earn-Out Liability

    (649 )     428  

Adjust for: Loss on Early Extinguishment of Debt

    111        

Adjusted Net Income

  $ 65     $ 6,110  

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Net Income per Diluted Share

  $ 0.03     $ 0.04  

Special items:

               

Adjust for: Change in Fair Value of Warrant Liability

    (0.03 )     0.01  

Adjust for: Change in Fair Value of Earn-Out Liability

           

Adjust for: Loss on Early Extinguishment of Debt

           

Adjusted Diluted EPS

  $     $ 0.05  

 

 

 

We define Free Cash Flow as net cash provided by operating activities minus cash payments for capital expenditures, net of dispositions. Management believes providing Free Cash Flow is useful for investors to understand our performance and results of cash generation after making capital investments required to support ongoing business operations. 

 

   

For the thirteen weeks ended

 
   

March 31,

   

April 2,

 
   

2024

   

2023

 

Net Cash Provided by Operating Activities

  $ 18,843     $ 3,639  

Capital Expenditures, Net of Dispositions

    (1,091 )     (683 )

Free Cash Flow

  $ 17,752     $ 2,956  

 

The outlook for second quarter and full year 2024 Adjusted EBITDA and the outlook for full year 2024 Bank-adjusted EBITDA Leverage Ratio are provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure, net income, is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, we are unable to provide a reconciliation of the outlook for 2024 Adjusted EBITDA and Bank-adjusted EBITDA Leverage Ratio without unreasonable effort.

 

   

Second Quarter 2024 Outlook

   

Full Year 2024 Outlook

 
   

Low Range

   

High Range

   

Low Range

   

High Range

 

Net Sales

  $ 165,000     $ 175,000     $ 640,000     $ 680,000  

Adjusted EBITDA

    34,000       40,000       125,000       145,000  

Depreciation and Amortization

                    24,000       26,000  

Interest Expense

                    50,000       55,000  

Capital Expenditures

                    8,000       12,000  

Bank-adjusted EBITDA Leverage Ratio

                 

4.0x

   

3.5x

 

 

 
v3.24.1.u1
Document And Entity Information
May 08, 2024
Document Information [Line Items]  
Entity, Registrant Name HOLLEY INC.
Document, Type 8-K
Document, Period End Date May 08, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-39599
Entity, Tax Identification Number 87-1727560
Entity, Address, Address Line One 1801 Russellville Road
Entity, Address, City or Town Bowling Green
Entity, Address, State or Province KY
Entity, Address, Postal Zip Code 42101
City Area Code 270
Local Phone Number 782-2900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001822928
CommonStockParValue00001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol HLLY
Security Exchange Name NYSE
WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol HLLY WS
Security Exchange Name NYSE

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