Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 03, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 3, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | HOLLEY INC. | |
Entity Central Index Key | 0001822928 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Tax Identification Number | 87-1727560 | |
Entity File Number | 001-39599 | |
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 | -2900 | |
Entity Common Stock, Shares Outstanding | 118,026,472 | |
Restricted Earn Out Share | 1,093,750 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | HLLY | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | HLLY WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 44,081 | $ 36,325 |
Accounts receivable, less allowance for credit losses of $1,265 and $1,387, respectively | 63,722 | 51,390 |
Inventory | 191,126 | 185,040 |
Prepaids and other current assets | 15,357 | 18,962 |
Total Current Assets | 314,286 | 291,717 |
Property, plant, and equipment, net | 55,192 | 51,495 |
Goodwill | 411,721 | 411,383 |
Other intangibles assets, net | 434,672 | 438,461 |
Right-of-use assets | 32,814 | 0 |
Total Assets | 1,248,685 | 1,193,056 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 41,931 | 45,708 |
Accrued interest | 3,187 | 3,359 |
Accrued liabilities | 45,391 | 34,853 |
Current portion of long-term debt | 6,300 | 7,875 |
Total current liabilities | 96,809 | 91,795 |
Long-term debt, net of current portion | 636,303 | 637,673 |
Warrant liability | 63,520 | 61,293 |
Earn-out liability | 14,288 | 26,596 |
Deferred taxes | 68,735 | 70,045 |
Other noncurrent liabilities | 29,593 | 1,167 |
Total Liabilities | 909,248 | 888,569 |
Commitments and contingencies (Refer to Note 16 - Commitments and Contingencies) | ||
Shareholders' Equity | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding as of April 3, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 550,000,000 shares authorized, 116,899,389 and 115,805,639 shares issued and outstanding as of April 3, 2022 and December 31, 2021, respectively | 12 | 12 |
Additional paid-in capital | 347,556 | 329,705 |
Accumulated other comprehensive loss | (15) | (256) |
Accumulated deficit | (8,116) | (24,974) |
Total stockholders' equity | 339,437 | 304,487 |
Total liabilities and stockholders' equity | $ 1,248,685 | $ 1,193,056 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 1,265 | $ 1,387 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, Shares Authorized | 550,000,000 | 550,000,000 |
Common stock, Shares Issued | 116,899,389 | 115,805,639 |
Common Stock, Shares Outstanding | 116,899,389 | 115,805,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Net sales | $ 200,055 | $ 160,332 |
Cost of goods sold | 117,334 | 94,653 |
Gross profit | 82,721 | 65,679 |
Selling, general, and administrative | 34,342 | 24,012 |
Research and development costs | 8,161 | 5,969 |
Amortization of intangible assets | 3,661 | 3,336 |
Acquisition and restructuring costs | 290 | 18,833 |
Related party acquisition and management fee costs | 0 | 881 |
Other operating expense (income) | 222 | (133) |
Total operating expense | 46,676 | 52,898 |
Operating income | 36,045 | 12,781 |
Change in fair value of warrant liability | 2,227 | 0 |
Change in fair value of earn-out liability | 2,381 | 0 |
Interest expense | 7,391 | 10,071 |
Total non-operating expense | 11,999 | 10,071 |
Income (loss) before income taxes | 24,046 | 2,710 |
Income tax expense | 7,188 | 4,766 |
Net income (loss) | 16,858 | (2,056) |
Foreign currency translation adjustment | 241 | (16) |
Total comprehensive income (loss) | $ 17,099 | $ (2,072) |
Weighted average common shares outstanding - basic | 115,876,204 | 67,673,884 |
Weighted average common shares outstanding - diluted | 116,048,559 | 67,673,884 |
Basic net income (loss) per share | $ 0.15 | $ (0.03) |
Diluted net income (loss) per share | $ 0.15 | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Stock | Common StockRetroactive application of recapitalization | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalRetroactive application of recapitalization | Additional Paid-in CapitalPreviously Reported [Member] | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported [Member] | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Previously Reported [Member] |
Balance at beginning at Dec. 31, 2020 | $ 240,381 | $ 240,381 | $ 7 | $ 7 | $ 238,883 | $ (7) | $ 238,890 | $ (674) | $ (674) | $ 2,165 | $ 2,165 | |
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | 67,673,784 | 100 | |||||||||
Net income (loss) | (2,056) | (2,056) | ||||||||||
Equity compensation | 131 | 131 | ||||||||||
Foreign currency translation | (16) | (16) | ||||||||||
Balance, at ending at Mar. 28, 2021 | 238,440 | $ 7 | 239,014 | (690) | 109 | |||||||
Balance, at ending (in Shares) at Mar. 28, 2021 | 67,673,884 | |||||||||||
Balance at beginning at Dec. 31, 2021 | 304,487 | $ 12 | 329,705 | (256) | (24,974) | |||||||
Balance at beginning (in Shares) at Dec. 31, 2021 | 115,805,639 | |||||||||||
Net income (loss) | 16,858 | 16,858 | ||||||||||
Equity compensation | 3,162 | 3,162 | ||||||||||
Foreign currency translation | 241 | 241 | ||||||||||
Issuance of earn-out shares | 14,689 | 14,689 | ||||||||||
Issuance of earn-out shares, Shares | 1,093,750 | |||||||||||
Balance, at ending at Apr. 03, 2022 | $ 339,437 | $ 12 | $ 347,556 | $ (15) | $ (8,116) | |||||||
Balance, at ending (in Shares) at Apr. 03, 2022 | 116,899,389 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 16,858 | $ (2,056) |
Adjustments to reconcile net income (loss) to net cash from | ||
Depreciation | 2,140 | 2,252 |
Amortization of intangible assets | 3,661 | 3,336 |
Amortization of deferred loan costs | 417 | 729 |
Amortization of right of use assets | 1,348 | 0 |
Increase in warrant liability | 2,227 | 0 |
Increase in earn-out liability | 2,381 | 0 |
Increase in acquisition contingent consideration payable | 0 | 17,173 |
Equity compensation | 3,162 | 131 |
Change in deferred taxes | (1,310) | 478 |
Gain on disposal of property, plant and equipment | 52 | 0 |
Increase (decrease) in Inventory reserves | 44 | (233) |
(Decrease) increase in allowance for credit losses | (122) | 216 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,275) | (8,160) |
Inventories | (5,384) | 7,967 |
Prepaids and other current assets | 4,286 | (1,854) |
Accounts payable | (3,712) | 1,506 |
Accrued interest | (172) | (424) |
Accrued and other liabilities | 4,748 | (2,105) |
Net cash from operating activities | 18,349 | 18,956 |
INVESTING ACTIVITIES. | ||
Capital expenditures | (5,740) | (3,104) |
Proceeds from the disposal of fixed assets | 153 | 0 |
Cash paid for acquisitions, net | (1,617) | 0 |
Net cash used in investing activities | (7,204) | (3,104) |
FINANCING ACTIVITIES | ||
Principal payments on long-term debt | (3,288) | (64) |
Net cash used in financing activities | (3,288) | (64) |
Effect of foreign currency rate fluctuations on cash | (101) | 0 |
Net change in cash and cash equivalents | 7,756 | 15,788 |
Cash and cash equivalents: | ||
Beginning of period | 36,325 | 71,674 |
End of period | 44,081 | 87,462 |
Supplemental disclosures of cash flow information: | ||
Earn-out shares issued to Empower Sponsor Holdings LLC | 14,689 | 0 |
Cash paid for interest | 8,129 | 9,767 |
Cash paid for income taxes | $ 0 | $ 1,266 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Apr. 03, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION, AND SUMMARY ACCOUNTING POLICIES | 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies Holley Inc., a Delaware corporation headquartered in Bowling Green, Kentucky (the “Company” or “Holley”), conducts operations through its wholly-owned subsidiaries. These operating subsidiaries are comprised of Holley Performance Products Inc. (“Holley Performance”), Hot Rod Brands, Inc. (“Hot Rod Brands”), Simpson Safety Solutions, Inc., B&M Racing and Performance Products, Inc., and Speedshop.com, Inc. Investment funds managed by Sentinel Capital Partners hold a controlling interest in Holley. On July 16, 2021, (the “Closing” and such date, the “Closing Date”) the Company consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., (“Empower”), Empower Merger Sub I Inc. (“Merger Sub I”), Empower Merger Sub II LLC (“Merger Sub II”), and Holley Intermediate Holdings, Inc. (“Holley Intermediate”). On the Closing Date, Empower changed its name to Holley Inc. See Note 2, “ Business Combination and Acquisitions,” for more information. Holley Intermediate, the predecessor to Holley, was incorporated on October 25, 2018 to effect the merger of Driven Performance Brands, Inc. (“Driven”) and the purchase of High Performance Industries, Inc. (“HPI”). The Company designs, manufactures and distributes performance automotive products to customers primarily in the United States, Canada and Europe. The Company is a leading manufacturer of a diversified line of performance automotive products, including carburetors, fuel pumps, fuel injection systems, nitrous oxide injection systems, superchargers, exhaust headers, mufflers, distributors, ignition components, engine tuners and automotive performance plumbing products. The Company is also a leading manufacturer of exhaust products as well as shifters, converters, transmission kits, transmissions, tuners and automotive software. The Company’s products are designed to enhance street, off-road, recreational and competitive vehicle performance through increased horsepower, torque and drivability. The Company has locations in North America, Canada, Italy and China. Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company is an emerging growth company, and, as such, has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Risks and Uncertainties COVID-19 has adversely impacted global supply chain and general economic conditions. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain Company products in distribution channels. The full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition is currently uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations, the utilization and effectiveness of treatments and vaccines, the imposition of effective public safety and other protective measures, the further impact of COVID-19 on the global economy and demand for the Company's products and services. Should the COVID-19 pandemic, including variants such as Delta and Omicron, not improve or worsen, or if the Company's attempt to mitigate its impact on its supply chain, operations and costs is not successful, the Company's business, results of operations, financial condition and prospects may be adversely affected. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or “GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021, as filed with the SEC on March 15, 2022 in the Company’s annual report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. The Company operates on a calendar year that ends on December 31, 2022 and 2021. The three month periods ended April 3, 2022 and March 28, 2021 each included 13 weeks. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Summary of Significant Accounting Policies The following are updates to the significant accounting policies described in our audited consolidated financial statements as of and for the year ended December 31, 2021. Leases Operating lease right of use (ROU) assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that the Company will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Since the Company's leases generally do not provide an implicit rate, the Company applies a portfolio approach using an estimated incremental borrowing rate based on the lease term and other information available at the commencement date in determining the present value of lease payments. The rate applied is based on the currency of the lease. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases. See Note 14, "Lease Commitments," for further details. Warrants The Company accounts for warrants to purchase its common stock as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. If a warrant does not meet the conditions for equity classification, it is carried in the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the consolidated statements of comprehensive income as a non-operating expense. If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently re-measured at fair value. See Note 7, "Common Stock Warrants," and Note 8, "Fair Value Measurements," for further details. Recent Accounting Pronouncements Accounting Standards Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) which requires lessees to recognize right-of-use assets, representing their right to use the underlying asset for the lease term, and lease liabilities on the balance sheet for all leases with terms greater than 12 months. The Company adopted the provisions of this guidance effective January 1, 2022, using the modified retrospective optional transition method. Therefore, the standard was applied beginning January 1, 2022 and prior periods were not restated. The adoption of the standard did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The Company elected the package of practical expedients and implemented internal controls and executed changes to business processes to enable the preparation of financial information upon adoption. The adoption of the new standard resulted in the recognition of a right of use asset and short-term and long-term liabilities recorded on the Company's consolidated balance sheet related to operating leases. In addition, the adoption of the standard did not have a material impact on the Company's results of operations or cash flows. See Not e 14, "Lease Commitments," for further details. In August 2018, the FASB issued ASU 2018-14, Compensation – Retirements Benefits – Defined Benefit Plans – General (Subtopic 715-20). The ASU will update disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. The Company adopted ASU 2019-12 on a retrospective basis as of January 1, 2022. Adoption did not result in a significant change to the Company's consolidated financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) which is intended to simplify various aspects related to accounting for income taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on a prospective basis as of January 1, 2022. Adoption of the ASU did not have a material effect on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Subtopic 470-20). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. The new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact the Company's consolidated financial statements. Accounting Standards Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. Adoption of the provisions of ASU 2021-08 are effective for the Company's fiscal year beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of April 3, 2022 , the Company did not adopt any expedients or exceptions under ASU 2020-04. The Company will continue to evaluate the impact of ASU 2020-04 and whether it will apply the optional expedients and exceptions. |
BUSINESS COMBINATION AND ACQUIS
BUSINESS COMBINATION AND ACQUISITIONS | 3 Months Ended |
Apr. 03, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND ACQUISITIONS | 2. BUSINESS COMBINATION AND ACQUISITIONS BUSINESS COMBINATION On July 16, 2021, Holley consummated the Business Combination pursuant to the terms of the Merger Agreement, whereby (i) Merger Sub I, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Holley Intermediate surviving such merger as a wholly owned subsidiary of Holley (“Merger I”) and (ii) Merger Sub II, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Merger Sub II surviving such merger as a wholly owned subsidiary of Holley (“Merger II”). Pursuant to the Merger Agreement, at the Closing, all outstanding shares of Holley Intermediate common stock as of immediately prior to the effective time of Merger I were cancelled and Holley Parent Holdings, LLC, the sole stockholder of Holley Intermediate (the “Holley Stockholder” or “Parent”), received $ 264,718 in cash and 67,673,884 shares of common stock (at a deemed value of $ 10.00 per share). The Company’s common stock is listed on the NYSE under the symbol “HLLY.” In connection with the Business Combination, a number of subscribers purchased from the Company an aggregate of 24,000,000 shares of common stock (the “PIPE”), for a purchase price of $ 10.00 per share, or $ 240,000 in the aggregate. Per the Merger Agreement, $ 100,000 of the PIPE proceeds were used to partially pay off Holley’s debt. Pursuant to the Amended and Restated Forward Purchase Agreement (“A&R FPA”), at the Closing, 5,000,000 shares of the Company’s common stock and 1,666,667 warrants were issued to certain investors for an aggregate purchase price of $ 50,000 . Pursuant to the A&R FPA, each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share (the ”Public Warrants”), subject to certain conditions. The Company also assumed 8,333,310 Public Warrants and 4,666,667 private placement warrants (the “Private Warrants”, and together with the Public Warrants, the “Warrants”) upon the Business Combination, all of which were issued in connection with Empower’s initial public offering. Each Warrant represents the right to purchase one share of the Company’s common stock at a price of $ 11.50 per share, subject to certain conditions. The Warrants became exercisable on October 9, 2021 (the one-year anniversary of Empower’s initial public offering) and expire on July 16, 2026 ( five years after the Closing Date). The Public Warrants are listed on the NYSE under the symbol “HLLY WS.” Additionally, Empower Sponsor Holdings LLC (the "Sponsor") received 2,187,500 shares of the Company’s common stock, which vest in two equal tranches upon achieving certain market share price milestones as outlined in the Merger Agreement during the earn-out period (“the “Earn-Out Shares”). The first tranche of Earn-Out Shares vested during the first quarter of 2022. Upon vesting, the first tranche of the Earn-Out Shares, or 1,093,750 shares, were issued and a liability of $ 14,689 , representing the fair value of the shares on the date of vesting, was reclassified from liabilities to equity. The remaining tranche of Earn-Out Shares will be forfeited if the applicable conditions are not satisfied before July 16, 2028 (seven years after the Closing Date). The remaining Earn-Out Shares are classified as a liability on the condensed consolidated balance sheet and are remeasured at fair value with changes in the post-Business Combination fair value recognized in the Company’s condensed consolidated statement of comprehensive income (loss) as non-operating expense. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination was primarily based on current shareholders of Holley having a relative majority of the voting power of the Company, the operations of Holley prior to the acquisition comprising the only ongoing operations of the Company, and senior management of Holley comprising the majority of the senior management of the Company. Under this method of accounting, Empower was treated as the acquired company for financial reporting. Accordingly, the Business Combination was accounted for as the equivalent of Holley issuing stock for the net assets of Empower, accompanied by a recapitalization. The net assets of Empower are stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Holley Intermediate. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares received by the Holley Stockholder. ACQUISITIONS During the quarter ended April 3, 2022 the Company completed one acquisition, and during the year ended December 31, 2021, the Company completed eight acquisitions. These acquisitions are expected to enhance the Company's portfolio of products and services in the automotive aftermarket and automotive safety solutions market. The Company accounts for acquisitions using the acquisition method, and accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date; however, material changes are not expected. Goodwill generated by the acquisitions is primarily attributable to the strong market position of the entities acquired. Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions were for 100 percent of the acquired business and are reported in the Consolidated Statements of Cash Flows, net of acquired cash and cash equivalents. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are typically expensed in the periods in which the costs are incurred and are recorded in acquisition and restructuring costs. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. On March 2, 2022, the Company acquired John's Ind., Inc. ("John's"). The purchase price was cash consideration of $ 1,318 . The Company acquired substantially all of the assets and liabilities of John's. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete for John's. The acquisition resulted in goodwill of approximately $ 240 . The purchase price was funded from cash on hand. In 2021, the Company acquired substantially all the assets of Finspeed, LLC (“Finspeed”), Classic Instruments LLC (“Classic Instruments”), ADS Precision Machining, Inc., doing business as Arizona Desert Shocks (“ADS”), Rocket Performance Machine, Inc., doing business as Rocket Racing Wheels (“Rocket”), and Speartech Fuel Injections Systems, Inc. (“Speartech”). These five acquisitions were individually immaterial business combinations that are material in the aggregate. Cash paid for the five immaterial acquisitions, net of cash acquired, was $ 19,685 , and was funded with borrowings from the Company's credit facility and cash on hand. The acquisitions resulted in both amortizable and nonamortizable intangibles and goodwill totaling $ 13,023 . The goodwill and intangibles generated as a result of these acquisitions are deductible for income tax purposes. The final allocation of the purchase price to specific assets acquired and liabilities assumed may change in future periods as the fair value estimates of inventory and intangibles are completed. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: 2021 Measurement 2021 Cash $ 122 $ 122 Accounts receivable 618 618 Inventory 3,975 3,975 Property, plant and equipment 2,274 2,274 Other assets 23 23 Tradenames 2,608 2,608 Customer relationships 2,450 2,450 Goodwill 8,087 ( 122 ) 7,965 Accounts payable ( 343 ) ( 343 ) Accrued liabilities ( 129 ) 122 ( 7 ) $ 19,685 $ — $ 19,685 The fair value of the acquired customer relationship intangible assets were estimated using the excess earnings approach. The customer relationship intangible assets are being amortized based on the attrition rate of customers which have an estimated weighted average life of 18 years . The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The remaining three acquisitions completed during 2021 are described below. Baer, Inc. On December 23, 2021 , the Company acquired substantially all the assets and liabilities of Baer, Inc., doing business as Baer Brakes ("Baer"). Consideration for the assets acquired was cash payments of $ 22,170 . The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill totaling $ 18,989 . The goodwill and intangibles generated as a result of this acquisition are deductible for income tax purposes. The purchase price was funded with borrowings from the Company's credit facility and cash on hand. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed may change in future periods as the fair value estimates of inventory and intangibles are completed. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: December 23, 2021 Measurement December 23, 2021 Accounts receivable $ 627 $ 627 Inventory 1,813 1,813 Property, plant and equipment 695 695 Other assets 76 76 Tradenames 4,630 4,630 Customer relationships 6,075 6,075 Goodwill 8,363 ( 79 ) 8,284 Accounts payable ( 81 ) 79 ( 2 ) Accrued liabilities ( 28 ) ( 28 ) $ 22,170 $ — $ 22,170 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years . The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $ 800 . Brothers Mail Order Industries, Inc. On December 16, 2021 , the Company acquired substantially all the assets and liabilities of Brothers Mail Order Industries, Inc., doing business as Brothers Trucks ("Brothers"). Consideration for the assets acquired was cash payments of $ 26,135 . The acquisition resulted in non-amortizable intangibles and goodwill totaling $ 24,835 . The goodwill and intangibles generated as a result of this acquisition are deductible for income tax purposes. The purchase price was funded with borrowings from the Company's credit facility and cash on hand. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed may change in future periods as the fair value estimates of inventory and intangibles are completed. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: December 16, 2021 Measurement December 16, 2021 Accounts receivable $ 22 $ 22 Inventory 1,682 1,682 Property, plant and equipment 20 20 Other assets 13 13 Tradenames 4,975 4,975 Goodwill 19,561 299 19,860 Accounts payable ( 34 ) ( 34 ) Accrued liabilities ( 403 ) ( 403 ) $ 25,836 $ 299 $ 26,135 The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $ 22 . Advance Engine Management Inc. On April 14, 2021 , the Company acquired substantially all the assets and liabilities of Advance Engine Management Inc. doing business as AEM Performance Electronics (“AEM”). Consideration for the assets acquired was cash payments of $ 51,243 . The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $ 44,486 . The goodwill and intangibles generated as a result of this acquisition are deductible for income tax purposes. The purchase price was funded from cash on hand. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed was adjusted to reflect the final fair value estimate of acquired assets and liabilities, as noted below. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 (as initially reported) Measurement Period Adjustments April 14, 2021 (as adjusted) Accounts receivable $ 3,454 $ ( 61 ) $ 3,393 Inventory 3,892 — 3,892 Property, plant and equipment 1,342 — 1,342 Other assets 493 ( 91 ) 402 Tradenames 10,760 — 10,760 Customer relationships 14,640 — 14,640 Patents 1,970 — 1,970 Technology intangibles 110 — 110 Goodwill 17,426 ( 420 ) 17,006 Accounts payable ( 2,032 ) 110 ( 1,922 ) Accrued liabilities ( 489 ) 139 ( 350 ) $ 51,566 $ ( 323 ) $ 51,243 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years . The fair value of the acquired tradenames and patents intangible assets were estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The patents are being amortized over 13 years based on the weighted average remaining life of the patent portfolio. The contractual value of the accounts receivable acquired was $ 3,454 . |
INVENTORY
INVENTORY | 3 Months Ended |
Apr. 03, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. INVENTORY Inventories of the Company consisted of the following: April 3, December 31, 2022 2021 Raw materials $ 53,104 $ 54,818 Work-in-process 25,478 21,728 Finished goods 112,544 108,494 $ 191,126 $ 185,040 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended |
Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment of the Company consisted of the following: April 3, December 31, 2022 2021 Land $ 3,426 $ 1,330 Buildings and improvements 10,780 10,623 Machinery and equipment 58,875 56,824 Construction in process 14,292 12,859 Total property, plant and equipment 87,373 81,636 Less: accumulated depreciation 32,181 30,141 Property, plant and equipment, net $ 55,192 $ 51,495 The Company’s long-lived assets by geographic locations are as follows: April 3, December 31, 2022 2021 United States $ 53,304 $ 49,547 International 1,888 1,948 Total property, plant and equipment, net 55,192 51,495 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Apr. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The following presents changes to goodwill for the period indicated: For the thirteen weeks Balance at December 31, 2021 $ 411,383 John's acquisition 240 Measurement period adjustments* 98 Balance at April 3, 2022 $ 411,721 * See Note 2, " Business Combination and Acquisitions - Acquisitions ," for further details." Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company's business combinations. The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, not to exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined. Intangible assets consisted of the following: April 3, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 268,438 $ ( 35,531 ) $ 232,907 Tradenames 13,775 ( 4,300 ) 9,475 Technology 26,675 ( 9,691 ) 16,984 Total finite-lived intangible assets $ 308,888 $ ( 49,522 ) $ 259,366 Indefinite-lived intangible assets: Tradenames $ 175,306 — $ 175,306 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 268,438 $ ( 32,662 ) $ 235,776 Tradenames 13,775 ( 4,119 ) 9,656 Technology 26,675 ( 9,080 ) 17,595 Total finite-lived intangible assets $ 308,888 $ ( 45,861 ) $ 263,027 Indefinite-lived intangible assets: Tradenames $ 175,434 — $ 175,434 The following outlines the estimated future amortization expense related to intangible assets held as of April 3, 2022: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 10,983 2023 14,481 2024 13,668 2025 13,638 2026 13,532 Thereafter 193,064 Total $ 259,366 |
DEBT
DEBT | 3 Months Ended |
Apr. 03, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT Debt of the Company consisted of the following: April 3, December 31, 2022 2021 First lien term loan due November 17, 2028 $ 626,850 $ 630,000 Revolver 25,000 25,000 Other 3,600 3,812 Less unamortized debt issuance costs ( 12,847 ) ( 13,264 ) 642,603 645,548 Less current portion of long-term debt ( 6,300 ) ( 7,875 ) $ 636,303 $ 637,673 On November 18, 2021, the Company entered into a new credit facility with a syndicate of lenders and Wells Fargo Bank, N.A., as administrative agent for the lenders, letter of credit issuer and swing line lender (the "Credit Agreement"). The financing consists of a seven-year $ 600,000 first lien term loan, a five-year $ 125,000 revolving credit facility, and a $ 100,000 delayed draw term loan. The proceeds of any delayed draw loans made after closing may be used by the Company to finance acquisitions. As of April 3, 2022, the Company had drawn $ 30,000 under the delayed draw term loan. The delayed draw term loan is available for six months and is subject to the satisfaction of certain conditions precedent, including, but not limited to, the consent of the lenders providing the delayed draw term loan. In addition, the credit facility includes a letter of credit facility in the amount of $ 10,000 , pursuant to which letters of credit may be issued as long as revolving loans may be advanced and subject to availability under the revolving credit facility. The Company had $ 2,436 in o utstanding letters of credit at April 3, 2022. Proceeds from the new credit facility were used to repay in full the obligations outstanding under both the Company’s existing first lien and second lien notes and to pay $ 13,413 in original issue discount and issuance costs related to the refinancing. The first lien term loan is to be repaid in quarterly payments of $ 1,575 through Sep tember 30, 2028 with the balance due upon maturity on November 17, 2028 . Beginning with the fiscal year ending on December 31, 2022, the Company is required to make a payment based on its available free cash flow (as defined in the Credit Agreement). Any such payments offset future mandatory quarterly payments. Amounts outstanding under the new credit facility will accrue interest at a rate equal to either LIBOR or base rate, at the Company's election, plus a specified margin. In the case of revolving credit loans and letter of credit fees, the specified margin is based on the Company's Total Leverage Ratio, as defined in the Credit Agreement. Commitment fees payable under the revolving credit facility are based on the Company's Total Leverage Ratio. At April 3, 2022, the weighted average interest rate on the Company's borrowings under the credit facility was 4.5 %. Obligations under the Credit Agreement are secured by substantially all of the Company’s assets. The Credit Agreement includes representations and warranties, and affirmative and negative covenants customary for financings of this type, including, but not limited to, limitations on restricted payments, additional borrowings, additional investments, and asset sales. It also requires that Holley maintain on the last day of each quarter, a Total Leverage Ratio not to exceed a maximum amount. At April 3, 2022, the Company was in compliance with all financial covenants. Some of the lenders and their affiliates have various relationships with the Company in the ordinary course of business involving the provision of financial services, including cash management, commercial banking, investment banking or other services. Future maturities of long-term debt and amortization of debt issuance costs as of April 3, 2022 are as follows: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 5,402 $ 1,296 2023 7,210 1,782 2024 7,218 1,690 2025 7,394 1,909 2026 31,300 1,980 Thereafter 596,926 4,190 $ 655,450 $ 12,847 |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Apr. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company is a party to various lawsuits and claims in the normal course of business. While the lawsuits and claims against the Company cannot be predicted with certainty, management believes that the ultimate resolution of the matters will not have a material effect on the consolidated financial position or results of operations of the Company. The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. The accrued product warranty costs are based primarily on historical experience of actual warranty claims and are recorded at the time of the sale. The following table provides the changes in the Company's accrual for product warranties, which is classified as a component of accrued liabilities in the condensed consolidated balance sheets. For the thirteen weeks ended April 3, 2022 March 28, 2021 Beginning balance $ 3,994 $ 3,989 Accrued for current year warranty claims 2,588 957 Settlement of warranty claims ( 2,766 ) ( 2,079 ) Ending balance $ 3,816 $ 2,867 |
LEASE COMMITMENTS
LEASE COMMITMENTS | 3 Months Ended |
Apr. 03, 2022 | |
Leases, Operating [Abstract] | |
LEASE COMMITMENTS | 14. LEASE COMMITMENTS On January 1, 2022, the Company adopted ASC 842 using the modified retrospective optional transition method provided by ASU 2018-11. The effect of applying this guidance resulted in an increase in noncurrent assets for right-of-use assets of $ 33.9 million a nd an increase in liabilities for associated lease obligations of $ 34.6 million, most of which were classified as noncurrent. The adoption of the standard did not result in a cumulative-effect adjustment to the opening balance of retained earnings. Under the transition option elected by the Company, ASC 842 is applied only to the most current period and reporting for comparative periods presented in the financial statements continues to be in accordance with Topic 840, including disclosures. Upon adoption, the Company elected the following practical expedients related to ASC 842: not reassess whether any expired or existing contracts are or contain leases, not reassess the lease classification for any expired or existing leases, and not reassess initial direct costs for any existing leases; to account for the lease and non-lease components as a single lease component for all of the Company's leases; and to apply accounting similar to Topic 840 to leases that meet the definition of short-term leases. The Company leases retail stores, manufacturing, distribution, engineering, and research and development facilities, office space, equipment, and automobiles under operating lease agreements. Leases have remaining lease terms of one to 14 years, inclusive of renewal options that the Company is reasonably certain to exercise. The following table summarizes operating lease assets and obligations: April 3, 2022 Assets: Operating right of use assets $ 32,814 Liabilities: Current operating lease liabilities $ 5,129 Long-term lease liabilities 28,433 Total lease liabilities $ 33,562 The following summarizes the components of operating lease expense and provides supplemental cash flow information for operating leases: For the thirteen weeks ended April 3, 2022 Components of lease expense: Operating lease expense $ 2,419 Short-term lease expense 608 Variable lease expense 87 Total lease expense $ 3,114 Supplemental cash flow information related to leases: Cash paid for amounts included in measurement of operating lease liabilities $ 1,760 Right of use assets obtained in exchange for new operating lease liabilities $ 278 Information associated with the measurement of operating lease obligations as of April 3, 2022 is as follows: Weighted average remaining lease term 9.3 years Weighted average discount rate 5.92 % The following table summarizes the maturities of the Company's operating lease liabilities as of April 3, 2022: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 5,311 2023 6,469 2024 5,201 2025 3,477 2026 3,261 Thereafter 21,376 Total lease payments 45,095 Less imputed interest ( 11,533 ) Present value of lease liabilities $ 33,562 For the 13-week period ended March 28, 2021, total rent expense under operating leases approximated $ 1,693 . In accordance with ASC 840, Leases, the aggregate minimum non-cancelable annual lease payments under operating leases in effect on December 31, 2021 were as follows: 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 Total minimum lease commitments $ 33,957 |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 3 Months Ended |
Apr. 03, 2022 | |
Warrant Liability [Abstract] | |
COMMON STOCK WARRANTS | 7. COMMON STOCK WARRANTS Upon the Closing, there were 14,666,644 Warrants, consisting of 9,999,977 Public Warrants and 4,666,667 Private Warrants, outstanding to purchase shares of the Company's common stock that were issued by Empower prior to the Business Combination. Each warrant entitles the registered holder to purchase one share of the Company's common stock at a price of $ 11.50 per share, subject to adjustments, commencing on October 9, 2021 (the one-year anniversary of Empower’s initial public offering), provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. The Warrants may be exercised only for a whole number of shares of the Company’s common stock. The Warrants expire on July 16, 2026 , the date that is five years after the Closing date, or earlier upon redemption or liquidation. Additionally, the Private Warrants will be non-redeemable and are exercisable on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees. If the Private Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants at a price of $ 0.01 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $ 18.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, the Warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any such exercise requires the Warrant holder to pay the exercise price for each Warrant being exercised. Further, the Company may redeem the Public Warrants at a price of $ 0.10 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $ 10.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given. Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis and receive that number of shares of the Company’s common stock as determined by reference to a table in the warrant agreement. During any period when the Company has failed to maintain an effective registration statement, warrant holders may exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Company’s Warrants were accounted for as a liability in accordance with ASC 815-40 and are presented as a warrant liability on the balance sheet. The warrant liability was measured at fair value at inception and on a recurring basis, with changes in fair value recognized as non-operating expense. As of April 3, 2022, a warrant liability with a fair value of $ 63,520 was reflected as a long-term liability in the condensed consolidated balance sheet, and a $ 2,227 increase in the fair value of the warrant liability was reflected as change in fair value of warrant liability in the condensed consolidated statements of comprehensive income (loss) for the 13-week period ended April 3, 2022 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Apr. 03, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company’s financial liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measured as of April 3, 2022 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 41,400 $ — $ — $ 41,400 Warrant liability (Private) — — 22,120 22,120 Earn-out liability — — 14,288 14,288 Total fair value $ 41,400 $ — $ 36,408 $ 77,808 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 39,500 $ — $ — $ 39,500 Warrant liability (Private) — — 21,793 21,793 Earn-out liability — — 26,596 26,596 Total fair value $ 39,500 $ — $ 48,389 $ 87,889 As of April 3, 2022, the Company's derivative liabilities for its private and public warrants and the earn-out liability (see Note 2, “ Business Combination and Acquisitions,” for more details) are measured at fair value on a recurring basis. The fair value for the private warrants and earn-out liability are determined based on significant inputs not observable in the market (Level 3). The valuation of the Level 3 liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company uses a Monte Carlo simulation model to estimate the fair value of its private warrants and earn-out liability. The fair value of the public warrants is determined using publicly traded prices (Level 1). Changes in the fair value of the derivative liabilities related to warrants and the earn-out liability are recognized as non-operating expense in the condensed consolidated statements of comprehensive income (loss). The fair value of private warrants was estimated as of the measurement date using the Monte Carlo simulation model with the following assumptions: April 3, December 31, 2022 2021 Valuation date price $ 14.00 $ 12.99 Strike price $ 11.50 $ 11.50 Remaining life 4.29 years 4.54 years Expected dividend $ — $ — Risk-free interest rate 2.55 % 1.19 % Price threshold $ 18.00 $ 18.00 The fair value of the earn-out liability was estimated as of the measurement date using the Monte Carlo simulation model with the following assumptions: April 3, December 31, 2022 2021 Valuation date price $ 14.00 $ 12.99 Expected term 6.29 years 6.54 years Expected volatility 35.30 % 40.59 % Risk-free interest rate 2.49 % 1.40 % Price hurdle 1 not applicable $ 13.00 Price hurdle 2 $ 15.00 $ 15.00 As of April 3, 2022 and December 31, 2021, the Company has accounts receivable, accounts payable and accrued expenses for which the carrying value approximates fair value due to the short-term nature of these instruments. The carrying value of the Company’s long-term debt approximates fair value as the rates used approximate the market rates currently available to the Company. Fair value measurements used in the impairment reviews of goodwill and intangible assets are Level 3 measurements. The reconciliation of changes in Level 3 during the 13-week period ended April 3, 2022 is as follows: For the thirteen weeks ended April 3, 2022 Private Warrants Earn-Out Liability Total Balance at December 31, 2021 $ 21,793 $ 26,596 $ 48,389 Liabilities reclassed to equity — ( 14,689 ) ( 14,689 ) Losses included in earnings 327 2,381 2,708 Balance at April 3, 2022 $ 22,120 $ 14,288 $ 36,408 |
REVENUE
REVENUE | 3 Months Ended |
Apr. 03, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 9. REVENUE The principal activity from which the Company generates its revenue is the manufacturing and distribution of after-market automotive parts for its customers, comprised of resellers and end users. The Company recognizes revenue at a point in time, rather than over time, as the performance obligation is satisfied when customer obtains control of the product upon title transfer and not as the product is manufactured or developed. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates, co-op advertising, etc.). The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs incurred after control of the product is transferred to our customers are treated as fulfillment costs and not a separate performance obligation. The Company allows customers to return products when certain Company-established criteria are met. These sales returns are recorded as a charge against gross sales in the period in which the related sales are recognized, net of returns to stock. Returned products, which are recorded as inventories, are valued at the lower of cost or net realizable value. The physical condition and marketability of the returned products are the major factors considered in estimating realizable value. The Company also estimates expected sales returns and records the necessary adjustment as a charge against gross sales. The Company’s payment terms with customers are customary and vary by customer and geography but typically range from 30 to 365 days. The Company elected the practical expedient to disregard the possible existence of a significant financing component related to payment on contracts, as the Company expects that customers will pay for the products within one year. The Company has evaluated the terms of our arrangements and determined that they do not contain significant financing components. Additionally, as all contracts with customers have an expected duration of one year or less, the Company has elected the practical expedient to exclude disclosure of information regarding the aggregate amount and future timing of performance obligations that are unsatisfied or partially satisfied as of the end of the reporting period. The Company provides limited warranties on most of its products against certain manufacturing and other defects. Provisions for estimated expenses related to product warranty are made at the time products are sold. Refer to Note 16 for more information. The following table summarizes total revenue by product category. The Company's product category definitions have been revised by management in 2022. The prior-year period has been revised to conform with the current presentation. There is no change to total sales. For the thirteen weeks ended April 3, 2022 March 28, 2021 Electronic systems $ 86,146 $ 70,739 Mechanical systems 45,842 36,089 Exhaust 19,332 20,300 Accessories 28,746 17,433 Safety 19,989 15,771 Total sales $ 200,055 $ 160,332 The following table summarizes total revenue based on geographic location from which the product is shipped: For the thirteen weeks ended April 3, 2022 March 28, 2021 United States $ 196,059 $ 157,577 Italy 3,996 2,755 Total sales $ 200,055 $ 160,332 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Apr. 03, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company's effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. For the thirteen weeks ended April 3, 2022 March 28, 2021 Income tax expense $ 7,188 $ 4,766 Effective tax rates 29.9 % 175.9 % For the 13-week period ended April 3, 2022, the Company's effective tax rate of 29.9 % differed from the 21 % federal statutory rate primarily due to permanent differences related to changes in fair value of the Private Warrants and the earn-out liability recognized during the period. For the 13-week period ended March 28, 2021, the Company’s effective tax rate of 175.9 % differed from the 21 % federal statutory rate primarily due a permanent difference resulting from the change in fair value of an earn-out liability related to the 2020 acquisition of Simpson Performance Products ("Simpson") recognized during the period. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Apr. 03, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share: For the thirteen weeks ended April 3, 2022 March 28, 2021 Numerator: Net income (loss) $ 16,858 $ ( 2,056 ) Denominator: Weighted average common shares outstanding - basic 115,876,204 67,673,884 Dilutive effect of potential common shares 172,355 — Weighted average common shares outstanding - diluted 116,048,559 67,673,884 Earnings (loss) per share: Basic $ 0.15 $ ( 0.03 ) Diluted $ 0.15 $ ( 0.03 ) The following outstanding shares of common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. For the thirteen weeks ended April 3, 2022 March 28, 2021 Anti-dilutive shares excluded from calculation of diluted EPS: Warrants 14,666,644 — Stock options 1,934,975 — Earn-out shares 1,093,750 — Total anti-dilutive shares 17,695,369 — |
BENEFIT PLANS
BENEFIT PLANS | 3 Months Ended |
Apr. 03, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | 12. BENEFIT PLANS The Company has a defined benefit pension plan (the “Plan”) for its employees. On January 28, 2022, the Company approved the termination of the Plan, effective March 31, 2022. Distribution of the Plan's assets, pursuant to the termination, will not be made until the Plan termination satisfies all regulatory requirements, which is expected to be completed by the fourth quarter of 2022. Plan participants will receive their full accrued benefits from the Plan's assets by electing either lump sum distributions or annuity contracts with a qualifying third-party annuity provider. The resulting settlement effect of the Plan termination will be determined based on prevailing market conditions, the lump sum offer participation rate of eligible participants, the actual lump sum distributions, and annuity purchase rates at the date of distribution. The Company estimates that the settlement charge will be approximately $ 550 ,000. The following summarizes the components of net periodic benefit cost for the defined benefit pension plan: For the thirteen weeks ended April 3, 2022 March 28, 2021 Components of expense: Service cost $ 27 $ 36 Interest cost 32 38 Expected return on plan assets ( 52 ) ( 61 ) Amortization of net loss - 5 Net periodic benefit cost $ 7 $ 18 The Company made matching contributions totaling $ 430 and $ 475 to our 401(k) plan during the 13-week periods ended April 3, 2022 and March 28, 2021, respectively. The Company made contributions of $ 150 and $ 19 to our defined benefit pension plan during the 13-week periods ended April 3, 2022 and March 28, 2021 , respectively. |
EQUITY-BASED COMPENSATION PLANS
EQUITY-BASED COMPENSATION PLANS | 3 Months Ended |
Apr. 03, 2022 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION PLANS | 13. EQUITY-BASED COMPENSATION PLANS In 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”), which provides for the grant of restricted stock awards, incentive and nonqualified stock options, and other share based awards to employees, directors and non-employees. The 2021 Plan authorized 8,850,000 new shares of the Company’s common stock to be available for award grants. As of April 3, 2022, 6,030,360 shares of common stock remained available for future issuance under the 2021 Plan. Equity-based compensation expense included the following components: For the thirteen weeks ended April 3, 2022 March 28, 2021 Stock options $ 553 $ — Restricted stock units 1,183 — Profit interest units 1,426 131 All equity-based compensation expense is recorded in selling, general and administrative costs in the condensed consolidated statements of comprehensive income. Stock Options Stock option grants have an exercise price at least equal to the market value of the underlying common stock on the date of grant, have ten-year terms, and vest ratably over three years of continued employment. In general, vested options expire if not exercised at termination of service. On February 15, 2022, the Company granted 548,001 options to purchase shares of the Company’s common stock to key employees. These stock options had a weighted-average grant date fair value $ 4.68 per share, which was estimated on grant date using the Black-Scholes option pricing model with the following assumptions: Weighted-average expected term 6.0 Expected volatility 36.0 % Expected dividend $ — Risk-free interest rate 1.98 % The expected term has been estimated using a simplified method, which calculates the expected term as the mid-point between the vesting date and the contractual life of the awards since the Company does not have an extended history of actual exercises. The expected dividend yield is assumed to be zero since the Company has never paid dividends and does not have current plans to pay any dividends. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options. Expected volatility is based on an evenly weighted blend of implied volatility and historical volatility of publicly-traded peer companies since the Company has limited historical volatility. Compensation expense for stock options is recorded based on straight-line amortization of the grant date fair value over the requisite service period. As of April 3, 2022, there was $ 6,569 of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a remaining weighted-average period of 2.5 years. Restricted Stock Units Restricted stock units (“RSUs”) vest ratably over one to three years of continued employment. The fair value of a RSU at the grant date is equal to the market price of the Company’s common stock on the grant date. On February 15, 2022, the Company granted 228,180 RSUs to key employees with a grant date fair value of $ 12.29 per unit. Compensation expense for RSUs is recorded based on amortization of the grant date fair market value over the period the restrictions lapse. As of April 3, 2022, there was $ 8,468 of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a remaining weighted average period of 2.4 years. Profit Interest Units The Holley Stockholder has authorized an incentive pool of 41.4 million u nits of Parent, which are designated as PIUs, that its management has the right to grant to certain employees of the Company. As of April 3, 2022, no units are available for grant. The PIU's are a special type of limited liability company equity unit that allows the recipient to potentially participate in a future increase in the value of the Company. PIUs are issued for no consideration and generally provide for vesting over the requisite service period, subject to the recipient remaining an employee of the Company through each vesting date. As of April 3, 2022 , there was $ 8,057 of unrecognized compensation cost related to unvested time-based PIUs that is expected to be recognized over a remaining weighted-average period of 1.4 years. |
ACQUISITION, RESTRUCTURING AND
ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS | 3 Months Ended |
Apr. 03, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquistion, Reconstructuring and Management Fee Cost | 15. ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS The following table summarizes total acquisition, restructuring and management fee costs: For the thirteen weeks ended April 3, 2022 March 28, 2021 Acquisitions (1) $ 249 $ 1,039 Restructuring (2) 41 621 Management fees (3) — 881 Earn out adjustment (4) — 17,173 Total acquisition, restructuring and management fees $ 290 $ 19,714 (1) Includes professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions. (2) Includes costs incurred as part of the restructuring of operations including professional and consulting services. (3) Includes acquisition costs and management fees paid to Sentinel Capital Partners. (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Apr. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company is a party to various lawsuits and claims in the normal course of business. While the lawsuits and claims against the Company cannot be predicted with certainty, management believes that the ultimate resolution of the matters will not have a material effect on the consolidated financial position or results of operations of the Company. The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. The accrued product warranty costs are based primarily on historical experience of actual warranty claims and are recorded at the time of the sale. The following table provides the changes in the Company's accrual for product warranties, which is classified as a component of accrued liabilities in the condensed consolidated balance sheets. For the thirteen weeks ended April 3, 2022 March 28, 2021 Beginning balance $ 3,994 $ 3,989 Accrued for current year warranty claims 2,588 957 Settlement of warranty claims ( 2,766 ) ( 2,079 ) Ending balance $ 3,816 $ 2,867 |
DESCRIPTION OF THE BUSINESS, BA
DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION, AND SUMMARY ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Apr. 03, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or “GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021, as filed with the SEC on March 15, 2022 in the Company’s annual report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. The Company operates on a calendar year that ends on December 31, 2022 and 2021. The three month periods ended April 3, 2022 and March 28, 2021 each included 13 weeks. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company is an emerging growth company, and, as such, has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. |
Warrants | Warrants The Company accounts for warrants to purchase its common stock as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. If a warrant does not meet the conditions for equity classification, it is carried in the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the consolidated statements of comprehensive income as a non-operating expense. If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently re-measured at fair value. See Note 7, "Common Stock Warrants," and Note 8, "Fair Value Measurements," for further details. |
Leases | Leases Operating lease right of use (ROU) assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that the Company will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Since the Company's leases generally do not provide an implicit rate, the Company applies a portfolio approach using an estimated incremental borrowing rate based on the lease term and other information available at the commencement date in determining the present value of lease payments. The rate applied is based on the currency of the lease. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases. See Note 14, "Lease Commitments," for further details. |
Risks and Uncertainties | Risks and Uncertainties COVID-19 has adversely impacted global supply chain and general economic conditions. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain Company products in distribution channels. The full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition is currently uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations, the utilization and effectiveness of treatments and vaccines, the imposition of effective public safety and other protective measures, the further impact of COVID-19 on the global economy and demand for the Company's products and services. Should the COVID-19 pandemic, including variants such as Delta and Omicron, not improve or worsen, or if the Company's attempt to mitigate its impact on its supply chain, operations and costs is not successful, the Company's business, results of operations, financial condition and prospects may be adversely affected. |
Recent Accounting Standards | Recent Accounting Pronouncements Accounting Standards Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) which requires lessees to recognize right-of-use assets, representing their right to use the underlying asset for the lease term, and lease liabilities on the balance sheet for all leases with terms greater than 12 months. The Company adopted the provisions of this guidance effective January 1, 2022, using the modified retrospective optional transition method. Therefore, the standard was applied beginning January 1, 2022 and prior periods were not restated. The adoption of the standard did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The Company elected the package of practical expedients and implemented internal controls and executed changes to business processes to enable the preparation of financial information upon adoption. The adoption of the new standard resulted in the recognition of a right of use asset and short-term and long-term liabilities recorded on the Company's consolidated balance sheet related to operating leases. In addition, the adoption of the standard did not have a material impact on the Company's results of operations or cash flows. See Not e 14, "Lease Commitments," for further details. In August 2018, the FASB issued ASU 2018-14, Compensation – Retirements Benefits – Defined Benefit Plans – General (Subtopic 715-20). The ASU will update disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. The Company adopted ASU 2019-12 on a retrospective basis as of January 1, 2022. Adoption did not result in a significant change to the Company's consolidated financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) which is intended to simplify various aspects related to accounting for income taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on a prospective basis as of January 1, 2022. Adoption of the ASU did not have a material effect on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Subtopic 470-20). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. The new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact the Company's consolidated financial statements. Accounting Standards Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. Adoption of the provisions of ASU 2021-08 are effective for the Company's fiscal year beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of April 3, 2022 , the Company did not adopt any expedients or exceptions under ASU 2020-04. The Company will continue to evaluate the impact of ASU 2020-04 and whether it will apply the optional expedients and exceptions. |
BUSINESS COMBINATION AND ACQU_2
BUSINESS COMBINATION AND ACQUISITIONS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Advance Engine Management Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 (as initially reported) Measurement Period Adjustments April 14, 2021 (as adjusted) Accounts receivable $ 3,454 $ ( 61 ) $ 3,393 Inventory 3,892 — 3,892 Property, plant and equipment 1,342 — 1,342 Other assets 493 ( 91 ) 402 Tradenames 10,760 — 10,760 Customer relationships 14,640 — 14,640 Patents 1,970 — 1,970 Technology intangibles 110 — 110 Goodwill 17,426 ( 420 ) 17,006 Accounts payable ( 2,032 ) 110 ( 1,922 ) Accrued liabilities ( 489 ) 139 ( 350 ) $ 51,566 $ ( 323 ) $ 51,243 |
Finspeed, LLC | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: 2021 Measurement 2021 Cash $ 122 $ 122 Accounts receivable 618 618 Inventory 3,975 3,975 Property, plant and equipment 2,274 2,274 Other assets 23 23 Tradenames 2,608 2,608 Customer relationships 2,450 2,450 Goodwill 8,087 ( 122 ) 7,965 Accounts payable ( 343 ) ( 343 ) Accrued liabilities ( 129 ) 122 ( 7 ) $ 19,685 $ — $ 19,685 |
Baer, Inc | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: December 23, 2021 Measurement December 23, 2021 Accounts receivable $ 627 $ 627 Inventory 1,813 1,813 Property, plant and equipment 695 695 Other assets 76 76 Tradenames 4,630 4,630 Customer relationships 6,075 6,075 Goodwill 8,363 ( 79 ) 8,284 Accounts payable ( 81 ) 79 ( 2 ) Accrued liabilities ( 28 ) ( 28 ) $ 22,170 $ — $ 22,170 |
Brothers Mail Order Industries | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: December 16, 2021 Measurement December 16, 2021 Accounts receivable $ 22 $ 22 Inventory 1,682 1,682 Property, plant and equipment 20 20 Other assets 13 13 Tradenames 4,975 4,975 Goodwill 19,561 299 19,860 Accounts payable ( 34 ) ( 34 ) Accrued liabilities ( 403 ) ( 403 ) $ 25,836 $ 299 $ 26,135 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories of the Company consisted of the following: April 3, December 31, 2022 2021 Raw materials $ 53,104 $ 54,818 Work-in-process 25,478 21,728 Finished goods 112,544 108,494 $ 191,126 $ 185,040 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Property, plant and equipment of the Company consisted of the following: April 3, December 31, 2022 2021 Land $ 3,426 $ 1,330 Buildings and improvements 10,780 10,623 Machinery and equipment 58,875 56,824 Construction in process 14,292 12,859 Total property, plant and equipment 87,373 81,636 Less: accumulated depreciation 32,181 30,141 Property, plant and equipment, net $ 55,192 $ 51,495 |
Schedule of long-lived assets by geographic locations | The Company’s long-lived assets by geographic locations are as follows: April 3, December 31, 2022 2021 United States $ 53,304 $ 49,547 International 1,888 1,948 Total property, plant and equipment, net 55,192 51,495 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Goodwill | The following presents changes to goodwill for the period indicated: For the thirteen weeks Balance at December 31, 2021 $ 411,383 John's acquisition 240 Measurement period adjustments* 98 Balance at April 3, 2022 $ 411,721 * See Note 2, " Business Combination and Acquisitions - Acquisitions ," for further details." |
Summary Of Intangible Assets | Intangible assets consisted of the following: April 3, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 268,438 $ ( 35,531 ) $ 232,907 Tradenames 13,775 ( 4,300 ) 9,475 Technology 26,675 ( 9,691 ) 16,984 Total finite-lived intangible assets $ 308,888 $ ( 49,522 ) $ 259,366 Indefinite-lived intangible assets: Tradenames $ 175,306 — $ 175,306 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 268,438 $ ( 32,662 ) $ 235,776 Tradenames 13,775 ( 4,119 ) 9,656 Technology 26,675 ( 9,080 ) 17,595 Total finite-lived intangible assets $ 308,888 $ ( 45,861 ) $ 263,027 Indefinite-lived intangible assets: Tradenames $ 175,434 — $ 175,434 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following outlines the estimated future amortization expense related to intangible assets held as of April 3, 2022: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 10,983 2023 14,481 2024 13,668 2025 13,638 2026 13,532 Thereafter 193,064 Total $ 259,366 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt of the Company consisted of the following: April 3, December 31, 2022 2021 First lien term loan due November 17, 2028 $ 626,850 $ 630,000 Revolver 25,000 25,000 Other 3,600 3,812 Less unamortized debt issuance costs ( 12,847 ) ( 13,264 ) 642,603 645,548 Less current portion of long-term debt ( 6,300 ) ( 7,875 ) $ 636,303 $ 637,673 |
Future maturities of long-term debt and amortization of debt issuance cost | Future maturities of long-term debt and amortization of debt issuance costs as of April 3, 2022 are as follows: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 5,402 $ 1,296 2023 7,210 1,782 2024 7,218 1,690 2025 7,394 1,909 2026 31,300 1,980 Thereafter 596,926 4,190 $ 655,450 $ 12,847 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of value assets and liabilities measured on recurring basis | The Company’s financial liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measured as of April 3, 2022 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 41,400 $ — $ — $ 41,400 Warrant liability (Private) — — 22,120 22,120 Earn-out liability — — 14,288 14,288 Total fair value $ 41,400 $ — $ 36,408 $ 77,808 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 39,500 $ — $ — $ 39,500 Warrant liability (Private) — — 21,793 21,793 Earn-out liability — — 26,596 26,596 Total fair value $ 39,500 $ — $ 48,389 $ 87,889 |
Summary of Assumptions for Estimated Fair Value Using Monte Carlo Simulation Model | The fair value of private warrants was estimated as of the measurement date using the Monte Carlo simulation model with the following assumptions: April 3, December 31, 2022 2021 Valuation date price $ 14.00 $ 12.99 Strike price $ 11.50 $ 11.50 Remaining life 4.29 years 4.54 years Expected dividend $ — $ — Risk-free interest rate 2.55 % 1.19 % Price threshold $ 18.00 $ 18.00 The fair value of the earn-out liability was estimated as of the measurement date using the Monte Carlo simulation model with the following assumptions: April 3, December 31, 2022 2021 Valuation date price $ 14.00 $ 12.99 Expected term 6.29 years 6.54 years Expected volatility 35.30 % 40.59 % Risk-free interest rate 2.49 % 1.40 % Price hurdle 1 not applicable $ 13.00 Price hurdle 2 $ 15.00 $ 15.00 |
Reconciliation of changes | The reconciliation of changes in Level 3 during the 13-week period ended April 3, 2022 is as follows: For the thirteen weeks ended April 3, 2022 Private Warrants Earn-Out Liability Total Balance at December 31, 2021 $ 21,793 $ 26,596 $ 48,389 Liabilities reclassed to equity — ( 14,689 ) ( 14,689 ) Losses included in earnings 327 2,381 2,708 Balance at April 3, 2022 $ 22,120 $ 14,288 $ 36,408 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Product Category | The following table summarizes total revenue by product category. The Company's product category definitions have been revised by management in 2022. The prior-year period has been revised to conform with the current presentation. There is no change to total sales. For the thirteen weeks ended April 3, 2022 March 28, 2021 Electronic systems $ 86,146 $ 70,739 Mechanical systems 45,842 36,089 Exhaust 19,332 20,300 Accessories 28,746 17,433 Safety 19,989 15,771 Total sales $ 200,055 $ 160,332 |
Summary of Revenue Based on Geographic Location | The following table summarizes total revenue based on geographic location from which the product is shipped: For the thirteen weeks ended April 3, 2022 March 28, 2021 United States $ 196,059 $ 157,577 Italy 3,996 2,755 Total sales $ 200,055 $ 160,332 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision and Effective tax rates | Significant judgment is required in determining the effective tax rate and in evaluating tax positions. For the thirteen weeks ended April 3, 2022 March 28, 2021 Income tax expense $ 7,188 $ 4,766 Effective tax rates 29.9 % 175.9 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share: For the thirteen weeks ended April 3, 2022 March 28, 2021 Numerator: Net income (loss) $ 16,858 $ ( 2,056 ) Denominator: Weighted average common shares outstanding - basic 115,876,204 67,673,884 Dilutive effect of potential common shares 172,355 — Weighted average common shares outstanding - diluted 116,048,559 67,673,884 Earnings (loss) per share: Basic $ 0.15 $ ( 0.03 ) Diluted $ 0.15 $ ( 0.03 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. For the thirteen weeks ended April 3, 2022 March 28, 2021 Anti-dilutive shares excluded from calculation of diluted EPS: Warrants 14,666,644 — Stock options 1,934,975 — Earn-out shares 1,093,750 — Total anti-dilutive shares 17,695,369 — |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Retirement Benefits [Abstract] | |
Summarizes the Components of Net Periodic Benefit Cost | The following summarizes the components of net periodic benefit cost for the defined benefit pension plan: For the thirteen weeks ended April 3, 2022 March 28, 2021 Components of expense: Service cost $ 27 $ 36 Interest cost 32 38 Expected return on plan assets ( 52 ) ( 61 ) Amortization of net loss - 5 Net periodic benefit cost $ 7 $ 18 |
EQUITY-BASED COMPENSATION PLA_2
EQUITY-BASED COMPENSATION PLANS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Equity-based compensation expense | Equity-based compensation expense included the following components: For the thirteen weeks ended April 3, 2022 March 28, 2021 Stock options $ 553 $ — Restricted stock units 1,183 — Profit interest units 1,426 131 |
Schedule Of Share-Based Payment Award Stock Options Valuation using Black-Scholes option pricing model | These stock options had a weighted-average grant date fair value $ 4.68 per share, which was estimated on grant date using the Black-Scholes option pricing model with the following assumptions: Weighted-average expected term 6.0 Expected volatility 36.0 % Expected dividend $ — Risk-free interest rate 1.98 % |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of operating lease assets and obligations | The following table summarizes operating lease assets and obligations: April 3, 2022 Assets: Operating right of use assets $ 32,814 Liabilities: Current operating lease liabilities $ 5,129 Long-term lease liabilities 28,433 Total lease liabilities $ 33,562 |
Schedule of operating lease expense supplemental cash flow information | The following summarizes the components of operating lease expense and provides supplemental cash flow information for operating leases: For the thirteen weeks ended April 3, 2022 Components of lease expense: Operating lease expense $ 2,419 Short-term lease expense 608 Variable lease expense 87 Total lease expense $ 3,114 Supplemental cash flow information related to leases: Cash paid for amounts included in measurement of operating lease liabilities $ 1,760 Right of use assets obtained in exchange for new operating lease liabilities $ 278 |
Schedule of Information associated with the measurement of operating lease obligations | Information associated with the measurement of operating lease obligations as of April 3, 2022 is as follows: Weighted average remaining lease term 9.3 years Weighted average discount rate 5.92 % |
Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases | The following table summarizes the maturities of the Company's operating lease liabilities as of April 3, 2022: 2022 (excluding the thirteen weeks ended April 3, 2022) $ 5,311 2023 6,469 2024 5,201 2025 3,477 2026 3,261 Thereafter 21,376 Total lease payments 45,095 Less imputed interest ( 11,533 ) Present value of lease liabilities $ 33,562 the aggregate minimum non-cancelable annual lease payments under operating leases in effect on December 31, 2021 were as follows: 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 Total minimum lease commitments $ 33,957 |
ACQUISITION, RESTRUCTURING AN_2
ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summarizes of total acquisition, restructuring and management fee costs | The following table summarizes total acquisition, restructuring and management fee costs: For the thirteen weeks ended April 3, 2022 March 28, 2021 Acquisitions (1) $ 249 $ 1,039 Restructuring (2) 41 621 Management fees (3) — 881 Earn out adjustment (4) — 17,173 Total acquisition, restructuring and management fees $ 290 $ 19,714 (1) Includes professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions. (2) Includes costs incurred as part of the restructuring of operations including professional and consulting services. (3) Includes acquisition costs and management fees paid to Sentinel Capital Partners. (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrual For Product Warranties | The following table provides the changes in the Company's accrual for product warranties, which is classified as a component of accrued liabilities in the condensed consolidated balance sheets. For the thirteen weeks ended April 3, 2022 March 28, 2021 Beginning balance $ 3,994 $ 3,989 Accrued for current year warranty claims 2,588 957 Settlement of warranty claims ( 2,766 ) ( 2,079 ) Ending balance $ 3,816 $ 2,867 |
Business Combination and Acqu_3
Business Combination and Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2022 | Dec. 23, 2021 | Dec. 16, 2021 | Jul. 16, 2021 | Apr. 14, 2021 | Apr. 03, 2022 | Dec. 31, 2021 | Oct. 09, 2021 |
Business Acquisition [Line Items] | ||||||||
Common stock, Shares Issued | 116,899,389 | 115,805,639 | ||||||
Warrant price per share | $ 11.50 | |||||||
Purchase of warrants (in Shares) | 1 | |||||||
Business acquisition intangible assets including goodwill acquired | $ 240 | $ 13,023 | ||||||
IPO [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants expiration term | 5 years | |||||||
Warrant price per share | $ 11.50 | |||||||
Warrants Expire Date | Jul. 16, 2026 | |||||||
Public Warrants [Member] | IPO [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase of warrants (in Shares) | 8,333,310 | |||||||
Private Placement Warrants [Member] | IPO [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase of warrants (in Shares) | 4,666,667 | |||||||
Merger Agreement | PIPE Investors | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayment of outstanding principal | $ 100,000 | |||||||
A&R FPA | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 50,000 | |||||||
Warrant price per share | $ 11.50 | |||||||
A&R FPA | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, Shares Issued | 5,000,000 | |||||||
A&R FPA | Warrant | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase of warrants (in Shares) | 1,666,667 | |||||||
Subscription Agreement [Member] | PIPE Investors | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock shares subscribed but not issued | 24,000,000 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
Common stock shares subscribed but not issued value | $ 240,000 | |||||||
Empower Sponsor Holdings LLC [Member] | Tranche One [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination earn out payment | $ 14,689 | |||||||
Business combination earn out shares | 1,093,750 | |||||||
Empower Sponsor Holdings LLC [Member] | Merger Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination contingent consideration shares issuable | 2,187,500 | |||||||
Advance Engine Management Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisitions | Apr. 14, 2021 | |||||||
Cash payment of business combination | $ 51,243 | |||||||
Business acquisition intangible assets including goodwill acquired | 44,486 | |||||||
Accounts Receivable Acquired | $ 3,454 | |||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets useful life | 20 years | |||||||
Advance Engine Management Inc. [Member] | Patents [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets useful life | 13 years | |||||||
Finspeed LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment of business combination | $ 19,685 | |||||||
Finspeed LLC [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets useful life | 18 years | |||||||
Holley Parent Holdings LLC | Merger Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, Shares Issued | 67,673,884 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
Cash payment of business combination | $ 264,718 | |||||||
Johns Ind Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment of business combination | $ 1,318 | |||||||
Baer, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisitions | Dec. 23, 2021 | |||||||
Cash payment of business combination | $ 22,170 | |||||||
Business acquisition intangible assets including goodwill acquired | 18,989 | |||||||
Accounts Receivable Acquired | $ 800 | |||||||
Baer, Inc | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets useful life | 20 years | |||||||
Brothers Mail Order Industries | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisitions | Dec. 16, 2021 | |||||||
Cash payment of business combination | $ 26,135 | |||||||
Business acquisition intangible assets including goodwill acquired | 24,835 | |||||||
Accounts Receivable Acquired | $ 22 |
Business Combination and Acqu_4
Business Combination and Acquisitions - Summary of Purchase price allocation of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 16, 2021 | Apr. 14, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 411,721 | $ 411,383 | |||
Advance Engine Management Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 3,393 | ||||
Inventory | 3,892 | ||||
Property, plant and equipment | 1,342 | ||||
Other assets | 402 | ||||
Goodwill | 17,006 | ||||
Accounts payable | (1,922) | ||||
Accrued liabilities | (350) | ||||
Net assets acquired and liabilities assumed | 51,243 | ||||
Advance Engine Management Inc. [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 3,454 | ||||
Inventory | 3,892 | ||||
Property, plant and equipment | 1,342 | ||||
Other assets | 493 | ||||
Goodwill | 17,426 | ||||
Accounts payable | (2,032) | ||||
Accrued liabilities | (489) | ||||
Net assets acquired and liabilities assumed | 51,566 | ||||
Advance Engine Management Inc. [Member] | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | (61) | ||||
Inventory | 0 | ||||
Property, plant and equipment | 0 | ||||
Other assets | (91) | ||||
Goodwill | (420) | ||||
Accounts payable | 110 | ||||
Accrued liabilities | 139 | ||||
Net assets acquired and liabilities assumed | (323) | ||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 14,640 | ||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 14,640 | ||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 0 | ||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 10,760 | ||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 10,760 | ||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 0 | ||||
Advance Engine Management Inc. [Member] | Patents [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 1,970 | ||||
Advance Engine Management Inc. [Member] | Patents [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 1,970 | ||||
Advance Engine Management Inc. [Member] | Patents [Member] | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 0 | ||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 110 | ||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 110 | ||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 0 | ||||
Finspeed, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash | 122 | ||||
Accounts receivable | 618 | ||||
Inventory | 3,975 | ||||
Property, plant and equipment | 2,274 | ||||
Other assets | 23 | ||||
Goodwill | 7,965 | ||||
Accounts payable | (343) | ||||
Accrued liabilities | (7) | ||||
Net assets acquired and liabilities assumed | 19,685 | ||||
Finspeed, LLC | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Cash | 122 | ||||
Accounts receivable | 618 | ||||
Inventory | 3,975 | ||||
Property, plant and equipment | 2,274 | ||||
Other assets | 23 | ||||
Goodwill | 8,087 | ||||
Accounts payable | (343) | ||||
Accrued liabilities | (129) | ||||
Net assets acquired and liabilities assumed | 19,685 | ||||
Finspeed, LLC | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Goodwill | (122) | ||||
Accrued liabilities | 122 | ||||
Net assets acquired and liabilities assumed | 0 | ||||
Finspeed, LLC | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 2,450 | ||||
Finspeed, LLC | Customer Relationships [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 2,450 | ||||
Finspeed, LLC | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 2,608 | ||||
Finspeed, LLC | Trade Names [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 2,608 | ||||
Baer, Inc | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 627 | ||||
Inventory | 1,813 | ||||
Property, plant and equipment | 695 | ||||
Other assets | 76 | ||||
Goodwill | 8,284 | ||||
Accounts payable | (2) | ||||
Accrued liabilities | (28) | ||||
Net assets acquired and liabilities assumed | 22,170 | ||||
Baer, Inc | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 627 | ||||
Inventory | 1,813 | ||||
Property, plant and equipment | 695 | ||||
Other assets | 76 | ||||
Goodwill | 8,363 | ||||
Accounts payable | (81) | ||||
Accrued liabilities | (28) | ||||
Net assets acquired and liabilities assumed | 22,170 | ||||
Baer, Inc | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Goodwill | (79) | ||||
Accounts payable | 79 | ||||
Net assets acquired and liabilities assumed | 0 | ||||
Baer, Inc | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 6,075 | ||||
Baer, Inc | Customer Relationships [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 6,075 | ||||
Baer, Inc | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,630 | ||||
Baer, Inc | Trade Names [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,630 | ||||
Brothers Mail Order Industries | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 22 | ||||
Inventory | 1,682 | ||||
Property, plant and equipment | 20 | ||||
Other assets | 13 | ||||
Goodwill | 19,860 | ||||
Accounts payable | (34) | ||||
Accrued liabilities | (403) | ||||
Net assets acquired and liabilities assumed | 26,135 | ||||
Brothers Mail Order Industries | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 22 | ||||
Inventory | 1,682 | ||||
Property, plant and equipment | 20 | ||||
Other assets | 13 | ||||
Goodwill | 19,561 | ||||
Accounts payable | (34) | ||||
Accrued liabilities | (403) | ||||
Net assets acquired and liabilities assumed | 25,836 | ||||
Brothers Mail Order Industries | Measurement Period Adjustments | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 299 | ||||
Net assets acquired and liabilities assumed | 299 | ||||
Brothers Mail Order Industries | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,975 | ||||
Brothers Mail Order Industries | Trade Names [Member] | Initially reported | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,975 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 53,104 | $ 54,818 |
Work-in-process | 25,478 | 21,728 |
Finished goods | 112,544 | 108,494 |
Inventory, Net, Total | $ 191,126 | $ 185,040 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of property, plant, and equipment (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 87,373 | $ 81,636 |
Less: accumulated depreciation | 32,181 | 30,141 |
Property, Plant and Equipment, Net, Total | 55,192 | 51,495 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,426 | 1,330 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,780 | 10,623 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 58,875 | 56,824 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14,292 | $ 12,859 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Schedule of long-lived assets by geographic locations (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 55,192 | $ 51,495 |
United States [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | 53,304 | 49,547 |
International [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 1,888 | $ 1,948 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets - Schedule of Change in the Carrying Amount of Goodwill (Details) (Details) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022USD ($) | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | $ 411,383 | |
Measurement period adjustments | 98 | [1] |
Goodwill, Ending Balance | 411,721 | |
John's Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Acquired During Period | $ 240 | |
[1] | See Note 2, " Business Combination and Acquisitions - Acquisitions ," for further details." |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | $ 308,888 | $ 308,888 |
Finite-Lived intangible assets, Accumulated Amortization | (49,522) | (45,861) |
Finite-Lived intangible assets, Net Carrying Value | 259,366 | 263,027 |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 268,438 | 268,438 |
Finite-Lived intangible assets, Accumulated Amortization | (35,531) | (32,662) |
Finite-Lived intangible assets, Net Carrying Value | 232,907 | 235,776 |
Trade Names [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 13,775 | 13,775 |
Finite-Lived intangible assets, Accumulated Amortization | (4,300) | (4,119) |
Finite-Lived intangible assets, Net Carrying Value | 9,475 | 9,656 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets, Gross Carrying Amount | 175,306 | 175,434 |
Indefinite-lived intangible assets, Net Carrying Value | 175,306 | 175,434 |
Technology [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 26,675 | 26,675 |
Finite-Lived intangible assets, Accumulated Amortization | (9,691) | (9,080) |
Finite-Lived intangible assets, Net Carrying Value | $ 16,984 | $ 17,595 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (excluding the thirteen weeks ended April 3, 2022) | $ 10,983 | |
2023 | 14,481 | |
2024 | 13,668 | |
2025 | 13,638 | |
2026 | 13,532 | |
Thereafter | 193,064 | |
Finite-Lived intangible assets, Net Carrying Value | $ 259,366 | $ 263,027 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 642,603 | $ 645,548 |
Other | 3,600 | 3,812 |
Less unamortized debt issuance costs | (12,847) | (13,264) |
Less current portion of long-term debt | (6,300) | (7,875) |
Long Term Debt Including Related Parties Noncurrent | 636,303 | 637,673 |
First lien term loan due November 17, 2028 | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 626,850 | 630,000 |
Revolver | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 25,000 | $ 25,000 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | Nov. 18, 2021USD ($) | Apr. 03, 2022USD ($) | Dec. 31, 2021USD ($) |
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | $ 642,603 | $ 645,548 | |
Weighted average interest rate on credit facility | 4.5 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowings | $ 125,000 | ||
Debt Instrument, Term | 5 years | ||
Total outstanding letters of credit | $ 2,436 | ||
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Term | 6 months | ||
Debt Instrument Face Amount | $ 100,000 | ||
Debt Instrument, Withdrawn Amount | 30,000 | ||
Letter Of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowings | 10,000 | ||
First Lien Note [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument Face Amount | $ 600,000 | ||
First lien term loan due November 17, 2028 | |||
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | 626,850 | $ 630,000 | |
First lien term loan due November 17, 2028 | Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Term | 7 years | ||
Principal payment | $ 1,575 | ||
Debt Instrument, Maturity Date | Nov. 17, 2028 | ||
First Lien And Second Lien Notes Member | |||
Line of Credit Facility [Line Items] | |||
Debt issuance costs, gross | $ 13,413 |
Debt - Future maturities of lon
Debt - Future maturities of long-term debt and amortization of debt issuance cost (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (excluding the thirteen weeks ended April 3, 2022) | $ 5,402 | |
2023 | 7,210 | |
2024 | 7,218 | |
2025 | 7,394 | |
2026 | 31,300 | |
Long Term Debt Maturities Repayments Of Principal After Year Four | 596,926 | |
Long-term Debt, Total | 655,450 | |
Debt Issuance Costs, Net [Abstract] | ||
2022 (excluding the thirteen weeks ended April 3, 2022) | 1,296 | |
2023 | 1,782 | |
2024 | 1,690 | |
2025 | 1,909 | |
2026 | 1,980 | |
Thereafter | 4,190 | |
Debt Issuance Costs | $ 12,847 | $ 13,264 |
Common Stock Warrants (Detail)
Common Stock Warrants (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Apr. 03, 2022 | Mar. 28, 2021 | Dec. 31, 2021 | Oct. 09, 2021 | |
Class of warrant or right outstanding | 14,666,644 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Warrant entitlement, start date | Oct. 9, 2021 | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | |||
Warrant expiry date | Jul. 16, 2026 | |||
Warrant price per share | $ 11.50 | |||
Change in fair value of warrant liability | $ 2,227 | $ 0 | ||
Warrant Liability | 63,520 | $ 61,293 | ||
Liability [Member] | ||||
Change in fair value of warrant liability | 2,227 | |||
Warrant Liability | $ 63,520 | |||
Public Warrants [Member] | Share Price $18.00 [Member] | ||||
Warrant price per share | $ 0.01 | |||
Common stock, share price | $ 18 | |||
Warrants for redemption, description | The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, the Warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any such exercise requires the Warrant holder to pay the exercise price for each Warrant being exercised. | |||
Public Warrants [Member] | Share Price $10.00 [Member] | ||||
Warrant price per share | $ 0.10 | |||
Common stock, share price | $ 10 | |||
Warrants for redemption, description | the Company may redeem the Public Warrants at a price of $0.10 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $10.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given. Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis and receive that number of shares of the Company’s common stock as determined by reference to a table in the warrant agreement. | |||
Common Stock [Member] | Private Warrants [Member] | ||||
Class of warrant or right outstanding | 4,666,667 | |||
Common Stock [Member] | Public Warrants [Member] | ||||
Class of warrant or right outstanding | 9,999,977 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2021 | Apr. 03, 2022 | Jan. 01, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 14 years | ||
Rent expense | $ 1,693 | ||
Increase in right-of-use assets noncurrent | $ 33,900 | ||
Increase in liabilities of lease obligations noncurrent | $ 34,600 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year |
Lease Commitments - Schedule of
Lease Commitments - Schedule of operating lease assets and obligations (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
ASSETS | ||
Operating right of use assets | $ 32,814 | $ 0 |
Liabilities | ||
Current operating lease liabilities | 5,129 | |
Long-term lease liabilities | 28,433 | |
Total lease liabilities | $ 33,562 |
Lease Commitments - Schedule _2
Lease Commitments - Schedule of operating lease expense supplemental cash flow information (Details) $ in Thousands | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Components of lease expense: | |
Operating Lease, Cost | $ 2,419 |
Short-term lease expense | 608 |
Variable lease expense | 87 |
Total lease expense | 3,114 |
Supplemental cash flow information related to leases: | |
Cash paid for amounts included in measurement of operating lease liabilities | 1,760 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 278 |
Lease Commitments - Schedule _3
Lease Commitments - Schedule of Information associated with the measurement of operating lease obligations (Details) | Apr. 03, 2022 |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term | 9 years 3 months 18 days |
Weighted average discount rate | 5.92% |
Lease Commitments - Schedule _4
Lease Commitments - Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
2022 (excluding the thirteen weeks ended April 3, 2022) | $ 5,311 | $ 8,517 |
2023 | 6,469 | 6,320 |
2024 | 5,201 | 4,766 |
2025 | 3,477 | 2,995 |
2026 | 3,261 | 2,813 |
Thereafter | 21,376 | 8,546 |
Total lease payments | 45,095 | $ 33,957 |
Less imputed interest | (11,533) | |
Present value of lease liabilities | $ 33,562 |
Private Placement (Detail)
Private Placement (Detail) | Oct. 09, 2021$ / sharesshares |
Private Placement (Details) [Line Items] | |
Purchase of warrants (in Shares) | shares | 1 |
Warrant price per share | $ / shares | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Detail) - Subscription Agreement [Member] - PIPE Investors [Member] $ / shares in Units, $ in Thousands | Jul. 16, 2021USD ($)$ / sharesshares |
Related Party Transactions (Details) [Line Items] | |
Common stock shares subscribed but not issued | shares | 24,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Common stock shares subscribed but not issued value | $ | $ 240,000 |
Business Combination (Detail)
Business Combination (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 | Jul. 16, 2021 |
Business Acquisition [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Merger Agreement [Member] | Holley Parent Holdings LLC [Member] | |||
Business Acquisition [Line Items] | |||
Sale of Stock, Price Per Share | $ 10 | ||
Subscription Agreement [Member] | PIPE Investors [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares subscribed but not issued | 24,000,000 | ||
Sale of Stock, Price Per Share | $ 10 | ||
Common stock shares subscribed but not issued value | $ 240,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of value assets and liabilities measured on recurring basis (Detail) - USD ($) $ in Thousands | Apr. 03, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | $ 77,808 | $ 87,889 |
Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 14,288 | |
Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 26,596 | |
Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 41,400 | 39,500 |
Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 22,120 | 21,793 |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 41,400 | 39,500 |
Level 1 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 1 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 1 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 41,400 | 39,500 |
Level 1 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 2 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 2 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 36,408 | 48,389 |
Level 3 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 14,288 | |
Level 3 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 14,288 | 26,596 |
Level 3 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | $ 22,120 | $ 21,793 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of key inputs into the monte carlo simulation model (Details) - Monte Carlo Simulation Model [Member] | Apr. 03, 2022USD ($)yr | Dec. 31, 2021USD ($)yr |
Earn Out Liability [Member] | Valuation date price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 14 | 12.99 |
Earn Out Liability [Member] | Remaining life/Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | yr | 6.29 | 6.54 |
Earn Out Liability [Member] | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 35.30 | 40.59 |
Earn Out Liability [Member] | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 2.49 | 1.40 |
Earn Out Liability [Member] | Price Hurdle 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 13 | |
Earn Out Liability [Member] | Price Hurdle 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 15 | 15 |
Private Warrants [Member | Valuation date price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 14 | 12.99 |
Private Warrants [Member | Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 11.50 | 11.50 |
Private Warrants [Member | Remaining life/Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | yr | 4.29 | 4.54 |
Private Warrants [Member | Expected dividend | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 0 | 0 |
Private Warrants [Member | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 2.55 | 1.19 |
Private Warrants [Member | Price threshold | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment, Measurement Input | 18 | 18 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Changes (Details) $ in Thousands | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | $ 87,889 |
Ending Balance | 77,808 |
Earn Out Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 26,596 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 48,389 |
Liabilities Assumed | 14,689 |
Losses included in earnings | 2,708 |
Ending Balance | 36,408 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 21,793 |
Liabilities Assumed | 0 |
Losses included in earnings | 327 |
Ending Balance | 22,120 |
Fair Value, Inputs, Level 3 [Member] | Earn Out Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 26,596 |
Liabilities Assumed | 14,689 |
Losses included in earnings | 2,381 |
Ending Balance | $ 14,288 |
Revenue - Summary of Revenue By
Revenue - Summary of Revenue By Product and Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 200,055 | $ 160,332 |
Electronic Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 86,146 | 70,739 |
Mechanical System [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 45,842 | 36,089 |
Exhaust [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 19,332 | 20,300 |
Accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 28,746 | 17,433 |
Safety [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 19,989 | $ 15,771 |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 200,055 | $ 160,332 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 196,059 | 157,577 |
Italy [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 3,996 | $ 2,755 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision and Effective tax rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 7,188 | $ 4,766 |
Effective tax rates | 29.90% | 175.90% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates | 29.90% | 175.90% |
Federal tax rates | 21.00% | 21.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Numerator: | ||
Net income (loss) | $ 16,858 | $ (2,056) |
Denominator: | ||
Weighted average common shares outstanding - basic | 115,876,204 | 67,673,884 |
Weighted Average Number of Shares Outstanding, Diluted | 116,048,559 | 67,673,884 |
Dilutive effect of potential common shares | $ 172,355 | $ 0 |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Basic | $ 0.15 | $ (0.03) |
Diluted | $ 0.15 | $ (0.03) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 17,695,369 | 0 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 1,934,975 | 0 |
Earn-out shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 1,093,750 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 14,666,644 | 0 |
Benefit Plans - Summarizes The
Benefit Plans - Summarizes The Components Of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 27 | $ 36 |
Interest cost | 32 | 38 |
Expected return on plan assets | (52) | (61) |
Amortization of net loss | 0 | 5 |
Net periodic benefit cost | $ 7 | $ 18 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 15 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | Apr. 03, 2022 | |
401(k) [Member] | |||
Defined contribution pension plan | |||
Matching contribution | $ 430 | $ 475 | |
Defined benefit pension plan | |||
Defined contribution pension plan | |||
Matching contribution | $ 150 | $ 19 | |
Estimates settlement charge | $ 550 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2022 | Apr. 03, 2022 |
2021 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 8,850,000 | |
Common Stock, Capital Shares Reserved for Future Issuance | 6,030,360 | |
Restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period | 228,180 | |
Weighted average grant date fair value, options non-vested | $ 12.29 | |
Weighted average exercise price | $ 12.29 | |
Unrecognized compensation cost | $ 8,468 | |
Remaining weighted average period | 2 years 4 months 24 days | |
Restricted stock units [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 3 years | |
Restricted stock units [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 1 year | |
Profit Interest Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 41,400,000 | |
Unrecognized compensation cost | $ 8,057 | |
Remaining weighted average period | 1 year 4 months 24 days | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period | 548,001 | |
Expiration period | 10 years | |
Weighted average grant date fair value, options non-vested | $ 4.68 | |
Weighted average exercise price | $ 4.68 | |
Unrecognized compensation cost | $ 6,569 | |
Remaining weighted average period | 2 years 6 months | |
Expected dividend | 0.00% | |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 3 years |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 3,162 | $ 131 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 553 | 0 |
Profit Interest Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 1,426 | 131 |
Restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,183 | $ 0 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Schedule Of Stock Options Valuation using Black-Scholes option pricing model (Details) $ in Thousands | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Expected Term | 6 years |
Expected volatility | 36.00% |
Expected Dividend | $ 0 |
Risk Free Interest Rate | 1.98% |
Acquisition, restructuring an_3
Acquisition, restructuring and management fee costs - Summary of total acquisition, restructuring and management fee costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 03, 2022 | Mar. 28, 2021 | ||
Business Combination and Asset Acquisition [Abstract] | |||
Acquisitions | [1] | $ 249 | $ 1,039 |
Restructuring | [2] | 41 | 621 |
Management fees | [3] | 0 | 881 |
Earn out adjustment | [4] | 0 | 17,173 |
Total acquisition, restructuring and management fees | $ 290 | $ 19,714 | |
[1] | Includes professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions. | ||
[2] | Includes costs incurred as part of the restructuring of operations including professional and consulting services. | ||
[3] | Includes acquisition costs and management fees paid to Sentinel Capital Partners. | ||
[4] | A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrual For Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 28, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning Balance | $ 3,994 | $ 3,989 |
Accrued for current year warranty claims | 2,588 | 957 |
Settlement of warranty claims | (2,766) | (2,079) |
Ending Balance | $ 3,816 | $ 2,867 |