Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Oct. 02, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001822928 | |
Entity Registrant Name | Holley Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 02, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39599 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1727560 | |
Entity Address, Address Line One | 1801 Russellville Road | |
Entity Address, City or Town | Bowling Green | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 42101 | |
City Area Code | 270 | |
Local Phone Number | 782-2900 | |
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 Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 118,241,747 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | HLLY WS | |
Security Exchange Name | NYSE | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | HLLY | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 16,606 | $ 36,325 |
Accounts receivable, less allowance for credit losses of $1,215 and $1,387, respectively | 59,722 | 51,390 |
Inventory | 230,509 | 185,040 |
Prepaids and other current assets | 18,478 | 18,962 |
Total current assets | 325,315 | 291,717 |
Property, Plant and Equipment, Net | 54,768 | 51,495 |
Goodwill | 417,298 | 411,383 |
Other intangibles assets, net | 428,404 | 438,461 |
Right-of-use assets | 31,274 | 0 |
Total assets | 1,257,059 | 1,193,056 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 43,519 | 45,708 |
Accrued interest | 4,775 | 3,359 |
Accrued liabilities | 42,102 | 34,853 |
Current portion of long-term debt | 6,000 | 7,875 |
Total current liabilities | 96,396 | 91,795 |
Long-Term Debt, Excluding Current Maturities, Total | 635,627 | 637,673 |
Warrant liability | 10,180 | 61,293 |
Earn-out liability | 2,626 | 26,596 |
Deferred taxes | 65,826 | 70,045 |
Other noncurrent liabilities | 28,119 | 1,167 |
Total liabilities | 838,774 | 888,569 |
Commitments and contingencies (Refer to Note 16 - Commitments and Contingencies) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding as of October 2, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 550,000,000 shares authorized, 117,147,997 and 115,805,639 shares issued and outstanding as of October 2, 2022 and December 31, 2021, respectively | 12 | 12 |
Additional paid-in capital | 353,245 | 329,705 |
Accumulated other comprehensive gain (loss) | 1,002 | (256) |
Retained earnings (accumulated deficit) | 64,026 | (24,974) |
Total stockholders' equity | 418,285 | 304,487 |
Total liabilities and stockholders' equity | $ 1,257,059 | $ 1,193,056 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 1,215 | $ 1,387 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 550,000,000 | 550,000,000 |
Common Stock, Shares, Issued (in shares) | 117,147,997 | 115,805,639 |
Common Stock, Shares, Outstanding (in shares) | 117,147,997 | 115,805,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Net sales | $ 154,775 | $ 159,673 | $ 534,250 | $ 513,046 |
Cost of goods sold | 106,383 | 94,475 | 327,849 | 300,969 |
Gross profit | 48,392 | 65,198 | 206,401 | 212,077 |
Selling, general, and administrative | 31,921 | 28,891 | 102,532 | 79,093 |
Research and development costs | 6,039 | 7,133 | 22,396 | 20,167 |
Amortization of intangible assets | 3,662 | 3,553 | 10,985 | 10,391 |
Impairment of indefinite-lived intangible assets | 2,395 | 0 | 2,395 | 0 |
Acquisition and restructuring costs | 1,266 | 368 | 3,247 | 21,877 |
Related party acquisition and management fee costs | 0 | 23,250 | 0 | 25,789 |
Other operating expense | 47 | 89 | 594 | 3 |
Total operating expense | 45,330 | 63,284 | 142,149 | 157,320 |
Operating income | 3,062 | 1,914 | 64,252 | 54,757 |
(Decrease) increase in warrant liability | (30,171) | 17,273 | (51,112) | 17,273 |
(Decrease) increase in earn-out liability | (7,429) | 6,866 | (9,282) | 6,866 |
Loss on early extinguishment of long-term debt | 0 | 1,425 | 0 | 1,425 |
Interest expense | (10,428) | (9,851) | (26,780) | (31,096) |
Total non-operating (income) expense | (27,172) | 35,415 | (33,614) | 56,660 |
Income (loss) before income taxes | 30,234 | (33,501) | 97,866 | (1,903) |
Income tax expense | (1,345) | (3,301) | 8,866 | 7,255 |
Net income (loss) | 31,579 | (30,200) | 89,000 | (9,158) |
Comprehensive income (loss): | ||||
Foreign currency translation adjustment | 516 | (31) | 1,258 | (12) |
Total comprehensive income (loss) | $ 32,095 | $ (30,231) | $ 90,258 | $ (9,170) |
Common Share Data: | ||||
Weighted average common shares outstanding - basic (in shares) | 117,119,609 | 106,285,072 | 116,636,906 | 80,735,661 |
Weighted average common shares outstanding - diluted (in shares) | 117,138,134 | 106,285,072 | 117,273,613 | 80,735,661 |
Basic net income (loss) per share (in dollars per share) | $ 0.27 | $ (0.28) | $ 0.76 | $ (0.11) |
Diluted net income (loss) per share (in dollars per share) | $ 0.27 | $ (0.28) | $ 0.32 | $ (0.11) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Previously Reported [Member] Common Stock [Member] | Previously Reported [Member] Additional Paid-in Capital [Member] | Previously Reported [Member] AOCI Attributable to Parent [Member] | Previously Reported [Member] Retained Earnings [Member] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] Common Stock [Member] | Revision of Prior Period, Adjustment [Member] Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 100 | 67,673,784 | 67,673,884 | |||||||||
Balance at Dec. 31, 2020 | $ 238,890 | $ (674) | $ 2,165 | $ 240,381 | $ 7 | $ (7) | $ 7 | $ 238,883 | $ (674) | $ 2,165 | $ 240,381 | |
Net income (loss) | 0 | 0 | 0 | (2,056) | (2,056) | |||||||
Equity compensation | 0 | 131 | 0 | 0 | 131 | |||||||
Foreign currency translation adjustment | $ 0 | 0 | (16) | 0 | (16) | |||||||
Balance (in shares) at Mar. 28, 2021 | 67,673,884 | |||||||||||
Balance at Mar. 28, 2021 | $ 7 | 239,014 | (690) | 109 | 238,440 | |||||||
Balance (in shares) at Dec. 31, 2020 | 100 | 67,673,784 | 67,673,884 | |||||||||
Balance at Dec. 31, 2020 | $ 238,890 | $ (674) | $ 2,165 | $ 240,381 | $ 7 | $ (7) | $ 7 | 238,883 | (674) | 2,165 | 240,381 | |
Net income (loss) | (9,158) | |||||||||||
Foreign currency translation adjustment | (12) | |||||||||||
Balance (in shares) at Sep. 26, 2021 | 115,805,639 | |||||||||||
Balance at Sep. 26, 2021 | $ 12 | 327,490 | (686) | (6,993) | 319,823 | |||||||
Balance (in shares) at Mar. 28, 2021 | 67,673,884 | |||||||||||
Balance at Mar. 28, 2021 | $ 7 | 239,014 | (690) | 109 | 238,440 | |||||||
Net income (loss) | 0 | 0 | 0 | 23,098 | 23,098 | |||||||
Equity compensation | 0 | 131 | 0 | 0 | 131 | |||||||
Foreign currency translation adjustment | $ 0 | 0 | 35 | 0 | 35 | |||||||
Balance (in shares) at Jun. 27, 2021 | 67,673,884 | |||||||||||
Balance at Jun. 27, 2021 | $ 7 | 239,145 | (655) | 23,207 | 261,704 | |||||||
Net income (loss) | 0 | 0 | 0 | (30,200) | (30,200) | |||||||
Equity compensation | 0 | 2,486 | 0 | 0 | 2,486 | |||||||
Foreign currency translation adjustment | $ 0 | 0 | (31) | 0 | (31) | |||||||
Recapitalization transaction, net (in shares) | 48,131,755 | |||||||||||
Recapitalization transaction, net | $ 5 | 85,859 | 0 | 0 | 85,864 | |||||||
Balance (in shares) at Sep. 26, 2021 | 115,805,639 | |||||||||||
Balance at Sep. 26, 2021 | $ 12 | 327,490 | (686) | (6,993) | 319,823 | |||||||
Balance (in shares) at Dec. 31, 2021 | 115,805,639 | |||||||||||
Balance at Dec. 31, 2021 | $ 12 | 329,705 | (256) | (24,974) | 304,487 | |||||||
Net income (loss) | 0 | 0 | 0 | 16,858 | 16,858 | |||||||
Equity compensation | 0 | 3,162 | 0 | 0 | 3,162 | |||||||
Foreign currency translation adjustment | $ 0 | 0 | 241 | 0 | 241 | |||||||
Issuance of earn-out shares (in shares) | 1,093,750 | |||||||||||
Issuance of earn-out shares | $ 0 | 14,689 | 0 | 0 | 14,689 | |||||||
Balance (in shares) at Apr. 03, 2022 | 116,899,389 | |||||||||||
Balance at Apr. 03, 2022 | $ 12 | 347,556 | (15) | (8,116) | 339,437 | |||||||
Balance (in shares) at Dec. 31, 2021 | 115,805,639 | |||||||||||
Balance at Dec. 31, 2021 | $ 12 | 329,705 | (256) | (24,974) | 304,487 | |||||||
Net income (loss) | 89,000 | |||||||||||
Foreign currency translation adjustment | 1,258 | |||||||||||
Balance (in shares) at Oct. 02, 2022 | 117,147,997 | |||||||||||
Balance at Oct. 02, 2022 | $ 12 | 353,245 | 1,002 | 64,026 | 418,285 | |||||||
Balance (in shares) at Apr. 03, 2022 | 116,899,389 | |||||||||||
Balance at Apr. 03, 2022 | $ 12 | 347,556 | (15) | (8,116) | 339,437 | |||||||
Net income (loss) | 0 | 0 | 0 | 40,563 | 40,563 | |||||||
Equity compensation | 0 | 3,483 | 0 | 0 | 3,483 | |||||||
Foreign currency translation adjustment | $ 0 | 0 | 501 | 0 | 501 | |||||||
Warrants exercised (in shares) | 33,333 | |||||||||||
Warrants exercised | $ 0 | 383 | 0 | 0 | 383 | |||||||
Balance (in shares) at Jul. 03, 2022 | 116,932,722 | |||||||||||
Balance at Jul. 03, 2022 | $ 12 | 351,422 | 486 | 32,447 | 384,367 | |||||||
Net income (loss) | 0 | 0 | 0 | 31,579 | 31,579 | |||||||
Equity compensation | 0 | 2,873 | 0 | 0 | 2,873 | |||||||
Foreign currency translation adjustment | 0 | 0 | 516 | 0 | 516 | |||||||
Tax withholding related to vesting of restricted stock units | $ 0 | (1,050) | 0 | 0 | (1,050) | |||||||
Issuance of shares for restricted stock units (in shares) | 215,275 | |||||||||||
Issuance of shares for restricted stock units | $ 0 | 0 | 0 | 0 | 0 | |||||||
Balance (in shares) at Oct. 02, 2022 | 117,147,997 | |||||||||||
Balance at Oct. 02, 2022 | $ 12 | $ 353,245 | $ 1,002 | $ 64,026 | $ 418,285 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 | Sep. 26, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 89,000 | $ (9,158) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation | 7,500 | 7,328 |
Amortization of intangible assets | 10,985 | 10,391 |
Impairment of indefinite-lived intangible assets | 2,395 | 0 |
Amortization of deferred loan costs | 1,277 | 2,656 |
Amortization of right of use assets | 4,203 | 0 |
Gain on termination of leases | (279) | 0 |
(Decrease) increase in warrant liability | (51,112) | 17,273 |
(Decrease) increase in earn-out liability | (9,282) | 6,866 |
Equity compensation | 9,518 | 2,748 |
Change in deferred taxes | (4,219) | 836 |
Loss on early extinguishment of long-term debt | 0 | 1,425 |
Loss (gain) on disposal of property, plant and equipment | 559 | (290) |
Provision for inventory reserves | 5,432 | 4,559 |
Provision for credit losses | 403 | 738 |
Accounts receivable | (8,573) | (5,196) |
Inventories | (46,299) | (30,555) |
Prepaids and other current assets | 1,027 | (3,472) |
Accounts payable | (1,922) | 9,765 |
Accrued interest | 1,416 | (311) |
Accrued and other liabilities | 135 | (7,859) |
Net cash provided by operating activities | 12,164 | 24,917 |
INVESTING ACTIVITIES | ||
Capital expenditures | (11,745) | (10,468) |
Proceeds from the disposal of fixed assets | 473 | 323 |
Cash paid for acquisitions, net | (14,077) | (61,786) |
Net cash used in investing activities | (25,349) | (71,931) |
FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 27,000 | 0 |
Payments from stock-based award activities | (1,050) | 0 |
Proceeds from issuance of common stock in connection with the exercise of warrants | 383 | 0 |
Proceeds from Business Combination and PIPE financing, net of issuance costs paid | 0 | 132,299 |
Net cash (used in) provided by financing activities | (5,457) | 29,267 |
Effect of foreign currency rate fluctuations on cash | (1,077) | 0 |
Net change in cash and cash equivalents | (19,719) | (17,747) |
Cash and cash equivalents: | ||
Beginning of period | 36,325 | 71,674 |
End of period | 16,606 | 53,927 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 25,070 | 28,751 |
Cash paid for income taxes | 6,834 | 10,648 |
Noncash investing and financing activities: | ||
Assumption of warrant liability | 0 | 28,713 |
Assumption of earn-out liability | 0 | 17,722 |
Empower Sponsor Holdings LLC [Member] | ||
Supplemental disclosures of cash flow information: | ||
Earn-out shares issued to Empower Sponsor Holdings LLC | 14,689 | 0 |
Principal Payment [Member] | ||
FINANCING ACTIVITIES | ||
Net change under long-term debt | (6,790) | (103,032) |
Revolving Credit Facility [Member] | ||
FINANCING ACTIVITIES | ||
Net change under long-term debt | (25,000) | 0 |
Empower Sponsor Holdings LLC [Member] | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
(Decrease) increase in earn-out liability | (9,282) | 6,866 |
Simpson Safety Solutions, Inc [Member] | ||
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
(Decrease) increase in earn-out liability | $ 0 | $ 17,173 |
Note 1 - Description of the Bus
Note 1 - Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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. On July 16, 2021, ( March 11, 2021 ( 2, Business Combination and Acquisitions, Holley Intermediate, the predecessor to Holley, was incorporated on October 25, 2018 Emerging Growth Company Status Section 102 1 Risks and Uncertainties COVID- 19 19's not 19 19 19 not not may The Company's business and results of operations, financial condition, and liquidity are impacted by broad economic conditions including inflation, labor shortages, and disruption of the supply chain, as well as by geopolitical events, specifically the conflict in Ukraine. The Company's operations have been adversely impacted by inflationary pressures primarily related to transportation, labor and component costs. Sales growth in certain products has been constrained by continuing supply chain challenges and automotive electronic component shortages. In response to the global supply chain volatility and inflationary impacts, the Company has attempted to minimize potential adverse impacts on its business with cost savings initiatives, price increases to customers, and by increasing inventory levels of certain products and working closely with its suppliers and customers to minimize disruptions in delivering products to customers. Should the ongoing macroeconomic conditions not not may 9 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 March 15, 2022 10 not The Company operates on a calendar year that ends on December 31, 2022 2021 three nine October 2, 2022 September 26, 2021 13 39 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 not not not 12 not 14, "Lease Commitments," 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, 480” 815, 815” 480, 480, 815, If a warrant does not not 7, "Common Stock Warrants," 8, "Fair Value Measurements," Recent Accounting Pronouncements Accounting Standards Recently Adopted In February 2016, 2016 02, 842 12 January 1, 2022, January 1, 2022 not not not 14, "Lease Commitments," In August 2018, 2018 14, 715 20 2019 12 January 1, 2022. not In December 2019, 2019 12, 740 740 2019 12 January 1, 2022. not In August 2020, 2020 06, 470 20 2020 06 may 2020 06 January 1, 2022. not Accounting Standards Not In October 2021, 2021 08, 805 606 No. 2021 08 606. 2021 08 December 15, 2022, In March 2020, 2020 04, 848 2020 04 March 12, 2020 December 31, 2022. October 2, 2022 not 2020 04. 2020 04 |
Note 2 - Business Combination a
Note 2 - Business Combination and Acquisitions | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. BUSINESS COMBINATION AND ACQUISITIONS BUSINESS COMBINATION On July 16, 2021, 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 New York Stock Exchange (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 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 October 9, 2021 ( one July 16, 2026 ( five Additionally, Empower Sponsor Holdings LLC (the "Sponsor") received 2,187,500 shares of the Company’s common stock, which vest in two first first 2022. first not July 16, 2028 ( seven 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 ACQUISITIONS During the 39 October 2, 2022 three December 31, 2021 eight 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 no one not Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions were for 100 During the 39 October 2, 2022 three may 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: 2022 (as initially reported) Measurement Period Adjustments 2022 (as adjusted) Accounts receivable $ 959 $ (397 ) $ 562 Inventory 3,481 1,681 5,162 Property, plant and equipment 275 — 275 Other assets 1,132 (1,108 ) 24 Tradenames 1,689 — 1,689 Customer relationships 1,512 — 1,512 Goodwill 5,858 (41 ) 5,817 Accounts payable (25 ) (133 ) (158 ) Accrued liabilities (1,103 ) (2 ) (1,105 ) $ 13,778 $ — $ 13,778 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. In 2021, five five may 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 (as initially reported) Measurement Period Adjustments 2021 (as adjusted) 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 2021 Baer, Inc. On December 23, 2021, may 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 (as initially reported) Measurement Period Adjustments December 23, 2021 (as adjusted) 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, may 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 (as initially reported) Measurement Period Adjustments December 16, 2021 (as adjusted) 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 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. |
Note 3 - Inventory
Note 3 - Inventory | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 3. INVENTORY Inventories of the Company consisted of the following: October 2, 2022 December 31, 2021 Raw materials $ 70,902 $ 54,818 Work-in-process 24,588 21,728 Finished goods 135,019 108,494 $ 230,509 $ 185,040 |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment, Net | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment of the Company consisted of the following: October 2, 2022 December 31, 2021 Land $ 3,426 $ 1,330 Buildings and improvements 10,932 10,623 Machinery and equipment 65,826 56,824 Construction in process 10,933 12,859 Total property, plant and equipment 91,117 81,636 Less: accumulated depreciation 36,349 30,141 Property, plant and equipment, net $ 54,768 $ 51,495 The Company’s long-lived assets by geographic locations are as follows: October 2, 2022 December 31, 2021 United States $ 53,134 $ 49,547 International 1,634 1,948 Total property, plant and equipment, net $ 54,768 $ 51,495 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The following presents changes to goodwill for the period indicated: For the thirty-nine weeks ended October 2, 2022 Balance at December 31, 2021 $ 411,383 John's acquisition 240 SKC acquisition 1,270 RaceQuip acquisition 4,348 Measurement period adjustments* 57 Balance at October 2, 2022 $ 417,298 * See Note 2, Business Combination and Acquisitions - Acquisitions 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 12 may Intangible assets consisted of the following: October 2, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 269,950 $ (41,271 ) $ 228,679 Tradenames 13,775 (4,663 ) 9,112 Technology 26,676 (10,912 ) 15,764 Total finite-lived intangible assets $ 310,401 $ (56,846 ) $ 253,555 Indefinite-lived intangible assets: Tradenames $ 174,849 — $ 174,849 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 October 2, 2022 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 3,697 2023 14,557 2024 13,744 2025 13,714 2026 13,608 Thereafter 194,235 Total $ 253,555 During the third 2022, 2022. The fair value of the indefinite-lived tradenames was estimated using the relief from royalty method, a form of the income approach. Significant judgement is required in estimating the fair value of a reporting unit and in performing impairment tests. The most significant assumptions utilized in the determination of the estimated fair values of the indefinite-lived tradenames were the sales projections and long-term earnings growth rates, the royalty rate and the discount rate. The long-term earnings growth rate represents the expected rate at which the brands are expected to grow beyond the shorter-term business planning period. The royalty rate is based on observed market royalty rates for various industrial, consumer and commercial trademarks. The discount rate is based on the Company's weighted average cost of capital adjusted for risk. Due to the inherent uncertainty in forecasting future sales, actual results in the future may may |
Note 6 - Debt
Note 6 - Debt | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. DEBT Debt of the Company consisted of the following: October 2, 2022 December 31, 2021 First lien term loan due November 17, 2028 $ 650,850 $ 630,000 Revolver — 25,000 Other 2,764 3,812 Less unamortized debt issuance costs (11,987 ) (13,264 ) 641,627 645,548 Less current portion of long-term debt (6,000 ) (7,875 ) $ 635,627 $ 637,673 On November 18, 2021, seven $600,000 first five The proceeds of any delayed draw loans made after closing were available to the Company to finance acquisitions. As of October 2, 2022 $57,000 May 2022. The revolving credit facility includes a letter of credit facility in the amount of $10,000, pursuant to which letters of credit may may October 2, 2022 Proceeds from the new credit facility were used to repay in full the Company’s obligations under its existing first second The first $1,500 t September 30, 2028 November 17, 2028. December 31, 2022, Amounts outstanding under the new credit facility will accrue interest at a rate equal to either the London Interbank Offering Rate ("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 October 2, 2022 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 not October 2, 2022 Some of the lenders that are parties to the Credit Agreement, and their respective 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 October 2, 2022 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 1,695 $ 436 2023 6,783 1,782 2024 6,790 1,847 2025 6,996 1,915 2026 6,000 1,987 Thereafter 625,350 4,020 $ 653,614 $ 11,987 |
Note 7 - Common Stock Warrants
Note 7 - Common Stock Warrants | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Warrant Liability [Text Block] | 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 October 9, 2021 ( one may July 16, 2026, five The Company may 30 30 Further, the Company may 30 may During any period when the Company has failed to maintain an effective registration statement, warrant holders may 3 9 not In April 2022, The Company’s Warrants are accounted for as a liability in accordance with ASC 815 40 October 2, 2022 December 31, 2021 13 39 October 2, 2022 13 39 September 26, 2021 |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 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 October 2, 2022 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 6,428 $ — $ — $ 6,428 Warrant liability (Private) — — 3,752 3,752 Earn-out liability — — 2,626 2,626 Total fair value $ 6,428 $ — $ 6,378 $ 12,806 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 October 2, 2022 2, Business Combination and Acquisitions, not 3 3 1 The fair value of private warrants was estimated as of the measurement date using the Monte Carlo simulation model with the following assumptions: October 2, 2022 December 31, 2021 Valuation date price $ 4.05 $ 12.99 Strike price $ 11.50 $ 11.50 Remaining life (in years) 3.79 4.54 Expected dividend $ — $ — Risk-free interest rate 4.09 % 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: October 2, 2022 December 31, 2021 Valuation date price $ 4.05 $ 12.99 Expected term (in years) 5.79 6.54 Expected volatility 58.22 % 40.59 % Risk-free interest rate 3.93 % 1.40 % Price hurdle 1 not applicable $ 13.00 Price hurdle 2 $ 15.00 $ 15.00 As of October 2, 2022 December 31, 2021 3 The reconciliation of changes in Level 3 39 October 2, 2022 For the thirty-nine weeks ended October 2, 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 (18,041 ) (9,281 ) (27,322 ) Balance at October 2, 2022 $ 3,752 $ 2,626 $ 6,378 |
Note 9 - Revenue
Note 9 - Revenue | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 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 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 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 30 365 one not one 16 The following table summarizes total revenue by product category. The Company's product category definitions have been revised by management in 2022. no For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Electronic systems $ 62,174 $ 73,256 $ 219,380 $ 231,190 Mechanical systems 37,317 34,783 127,365 112,914 Exhaust 15,183 17,023 52,552 60,365 Accessories 24,561 20,651 81,660 60,592 Safety 15,540 13,960 53,293 47,985 Total sales $ 154,775 $ 159,673 $ 534,250 $ 513,046 The following table summarizes total revenue based on geographic location from which the product is shipped: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 United States $ 150,155 $ 155,626 $ 519,728 $ 501,196 Italy 4,620 4,047 14,522 11,850 Total sales $ 154,775 $ 159,673 $ 534,250 $ 513,046 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 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 For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Income tax expense (benefit) $ (1,345 ) $ (3,301 ) $ 8,866 $ 7,255 Effective tax rates nm 9.9 % 9.1 % nm nm - not meaningful For the 13 October 2, 2022 13 September 26, 2021 For the 39 October 2, 2022 39 September 26, 2021 2020 |
Note 11 - Earnings Per Share
Note 11 - Earnings Per Share | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11. EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted earnings (loss) per share: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Numerator: Net income (loss) - basic $ 31,579 $ (30,200 ) $ 89,000 $ (9,158 ) Less: fair value adjustment for warrants — — (51,112 ) — Net income (loss) - diluted $ 31,579 $ (30,200 ) $ 37,888 $ (9,158 ) Denominator: Weighted average common shares outstanding - basic 117,119,609 106,285,072 116,636,906 80,735,661 Dilutive effect of potential common shares from RSUs 18,525 — 124,603 — Dilutive effect of potential common shares from warrants — — 512,104 — Weighted average common shares outstanding - diluted 117,138,134 106,285,072 117,273,613 80,735,661 Earnings (loss) per share: Basic $ 0.27 $ (0.28 ) $ 0.76 $ (0.11 ) Diluted $ 0.27 $ (0.28 ) $ 0.32 $ (0.11 ) 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. Warrants to purchase shares of common stock having an exercise price greater than the average share market price for the thirteen October 2, 2022 For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Anti-dilutive shares excluded from calculation of diluted EPS: Warrants 14,633,311 14,666,644 — 14,666,644 Stock options 1,769,614 1,394,008 1,769,614 1,394,008 Restricted stock units 220,051 658,891 220,051 658,891 Earn-out shares 1,093,750 2,187,500 1,093,750 2,187,500 Total anti-dilutive shares 17,716,726 18,907,043 3,083,415 18,907,043 |
Note 12 - Benefit Plans
Note 12 - Benefit Plans | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Defined Benefit Plan [Text Block] | 12. BENEFIT PLANS The Company has a defined benefit pension plan (the “Plan”) for its employees. On January 28, 2022, March 31, 2022. not fourth 2022. third The following summarizes the components of net periodic benefit cost for the Plan: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Components of expense: Service cost $ 27 $ 35 $ 81 $ 107 Interest cost 32 38 96 114 Expected return on plan assets (52 ) (58 ) (156 ) (180 ) Amortization of net loss — 9 — 19 Net periodic benefit cost $ 7 $ 24 $ 21 $ 60 The Company made matching contributions totaling $587 and $1,019 to our 401 13 October 2, 2022 September 26, 2021 401 39 October 2, 2022 September 26, 2021 The Company made no contributions 13 October 2, 2022 September 26, 2021 39 October 2, 2022 September 26, 2021 |
Note 13 - Equity-based Compensa
Note 13 - Equity-based Compensation Plans | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Shareholders' Equity and Share-Based Payments [Text Block] | 13. EQUITY-BASED COMPENSATION PLANS In 2021, 2021 “2021 2021 October 2, 2022 2021 Equity-based compensation expense included the following components: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Stock options $ 559 $ 376 $ 1,764 $ 376 Restricted stock units 876 — 3,409 — Profit interest units 1,438 2,110 4,345 2,372 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 three not February 15, 2022 May 6, 2022, $4.32 Granted Feb. 15, 2022 Granted May 6, 2022 Weighted-average expected term 6.0 6.0 Expected volatility 36.0 % 40.0 % Expected dividend $ — $ — Risk-free interest rate 1.98 % 3.06 % 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 zero not 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 October 2, 2022 Restricted Stock Units Restricted stock units (“RSUs”) vest ratably over one three February 15, 2022 May 6, 2022, May 11, 2022, October 2, 2022 Profit Interest Units The Holley Stockholder has authorized an incentive pool of 41.4 million units of Parent, which are designated as PIUs, that its management has the right to grant to certain employees of the Company. As of October 2, 2022 no no As of October 2, 2022 as $5,072 of unrecognized compensation cost related to time-based PIUs that of 0.9 years. |
Note 14 - Lease Commitments
Note 14 - Lease Commitments | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 14. LEASE COMMITMENTS On January 1, 2022, 842 2018 11. not Under the transition option elected by the Company, ASC 842 840, 842: • not not not • 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 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 The following table summarizes operating lease assets and obligations: October 2, 2022 Assets: Operating right of use assets $ 31,274 Liabilities: Current operating lease liabilities $ 4,866 Long-term lease liabilities 26,950 Total lease liabilities $ 31,816 The following summarizes the components of operating lease expense and provides supplemental cash flow information for operating leases: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 October 2, 2022 Components of lease expense: Operating lease expense $ 1,753 $ 5,654 Short-term lease expense 599 1,849 Variable lease expense 195 609 Total lease expense $ 2,547 $ 8,112 Supplemental cash flow information related to leases: Cash paid for amounts included in measurement of operating lease liabilities $ 1,843 $ 5,424 Right of use assets obtained in exchange for new operating lease liabilities — 13,769 Decapitalization of right-of-use assets upon lease termination and/or modification — 12,178 Information associated with the measurement of operating lease obligations as of October 2, 2022 Weighted average remaining lease term (in years) 7.9 Weighted average discount rate 5.72 % The following table summarizes the maturities of the Company's operating lease liabilities as of October 2, 2022 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 1,847 2023 6,830 2024 5,583 2025 3,867 2026 3,660 Thereafter 18,318 Total lease payments 40,105 Less imputed interest (8,289 ) Present value of lease liabilities $ 31,816 For the 13 39 September 26, 2021 In accordance with ASC 840, December 31, 2021 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 Total minimum lease commitments $ 33,957 |
Note 15 - Acquisition, Restruct
Note 15 - Acquisition, Restructuring and Management Fee Costs | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Restructuring, Impairment, and Other Activities Disclosure [Text Block] | 15. ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS The following table summarizes the Company's total acquisition, restructuring and management fee costs: For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Acquisitions (1) $ 4 $ 228 $ 1,625 $ 3,439 Restructuring (2) 1,262 140 1,622 1,265 Management fees (3) — 23,250 — 25,789 Earn out adjustment (4) — — — 17,173 Total acquisition, restructuring and management fees $ 1,266 $ 23,618 $ 3,247 $ 47,666 ( 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. |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 9 Months Ended |
Oct. 02, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 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 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 For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Beginning balance $ 2,325 $ 2,928 $ 3,994 $ 3,989 Accrued for current year warranty claims 6,535 2,027 9,569 5,461 Settlement of warranty claims (5,216 ) (2,310 ) (9,919 ) (6,805 ) Ending balance $ 3,644 $ 2,645 $ 3,644 $ 2,645 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Emerging Growth Company [Policy Text Block] | Emerging Growth Company Status Section 102 1 |
Risks And Uncertainties [Policy Text Block] | Risks and Uncertainties COVID- 19 19's not 19 19 19 not not may The Company's business and results of operations, financial condition, and liquidity are impacted by broad economic conditions including inflation, labor shortages, and disruption of the supply chain, as well as by geopolitical events, specifically the conflict in Ukraine. The Company's operations have been adversely impacted by inflationary pressures primarily related to transportation, labor and component costs. Sales growth in certain products has been constrained by continuing supply chain challenges and automotive electronic component shortages. In response to the global supply chain volatility and inflationary impacts, the Company has attempted to minimize potential adverse impacts on its business with cost savings initiatives, price increases to customers, and by increasing inventory levels of certain products and working closely with its suppliers and customers to minimize disruptions in delivering products to customers. Should the ongoing macroeconomic conditions not not may |
Basis of Accounting, Policy [Policy Text Block] | 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 March 15, 2022 10 not The Company operates on a calendar year that ends on December 31, 2022 2021 three nine October 2, 2022 September 26, 2021 13 39 |
Consolidation, Policy [Policy Text Block] | 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. |
Lessee, Leases [Policy Text Block] | 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 not not not 12 not 14, "Lease Commitments," |
Warrant and Forward Purchase Agreement Liabilities [Policy Text Block] | 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, 480” 815, 815” 480, 480, 815, If a warrant does not not 7, "Common Stock Warrants," 8, "Fair Value Measurements," |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting Standards Recently Adopted In February 2016, 2016 02, 842 12 January 1, 2022, January 1, 2022 not not not 14, "Lease Commitments," In August 2018, 2018 14, 715 20 2019 12 January 1, 2022. not In December 2019, 2019 12, 740 740 2019 12 January 1, 2022. not In August 2020, 2020 06, 470 20 2020 06 may 2020 06 January 1, 2022. not Accounting Standards Not In October 2021, 2021 08, 805 606 No. 2021 08 606. 2021 08 December 15, 2022, In March 2020, 2020 04, 848 2020 04 March 12, 2020 December 31, 2022. October 2, 2022 not 2020 04. 2020 04 |
Note 2 - Business Combination_2
Note 2 - Business Combination and Acquisitions (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 2022 (as initially reported) Measurement Period Adjustments 2022 (as adjusted) Accounts receivable $ 959 $ (397 ) $ 562 Inventory 3,481 1,681 5,162 Property, plant and equipment 275 — 275 Other assets 1,132 (1,108 ) 24 Tradenames 1,689 — 1,689 Customer relationships 1,512 — 1,512 Goodwill 5,858 (41 ) 5,817 Accounts payable (25 ) (133 ) (158 ) Accrued liabilities (1,103 ) (2 ) (1,105 ) $ 13,778 $ — $ 13,778 2021 (as initially reported) Measurement Period Adjustments 2021 (as adjusted) 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 December 23, 2021 (as initially reported) Measurement Period Adjustments December 23, 2021 (as adjusted) 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 December 16, 2021 (as initially reported) Measurement Period Adjustments December 16, 2021 (as adjusted) 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 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 |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | October 2, 2022 December 31, 2021 Raw materials $ 70,902 $ 54,818 Work-in-process 24,588 21,728 Finished goods 135,019 108,494 $ 230,509 $ 185,040 |
Note 4 - Property, Plant and _2
Note 4 - Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | October 2, 2022 December 31, 2021 Land $ 3,426 $ 1,330 Buildings and improvements 10,932 10,623 Machinery and equipment 65,826 56,824 Construction in process 10,933 12,859 Total property, plant and equipment 91,117 81,636 Less: accumulated depreciation 36,349 30,141 Property, plant and equipment, net $ 54,768 $ 51,495 |
Long-Lived Assets by Geographic Areas [Table Text Block] | October 2, 2022 December 31, 2021 United States $ 53,134 $ 49,547 International 1,634 1,948 Total property, plant and equipment, net $ 54,768 $ 51,495 |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | For the thirty-nine weeks ended October 2, 2022 Balance at December 31, 2021 $ 411,383 John's acquisition 240 SKC acquisition 1,270 RaceQuip acquisition 4,348 Measurement period adjustments* 57 Balance at October 2, 2022 $ 417,298 |
Schedule of Intangible Assets [Table Text Block] | October 2, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 269,950 $ (41,271 ) $ 228,679 Tradenames 13,775 (4,663 ) 9,112 Technology 26,676 (10,912 ) 15,764 Total finite-lived intangible assets $ 310,401 $ (56,846 ) $ 253,555 Indefinite-lived intangible assets: Tradenames $ 174,849 — $ 174,849 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 [Table Text Block] | 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 3,697 2023 14,557 2024 13,744 2025 13,714 2026 13,608 Thereafter 194,235 Total $ 253,555 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | October 2, 2022 December 31, 2021 First lien term loan due November 17, 2028 $ 650,850 $ 630,000 Revolver — 25,000 Other 2,764 3,812 Less unamortized debt issuance costs (11,987 ) (13,264 ) 641,627 645,548 Less current portion of long-term debt (6,000 ) (7,875 ) $ 635,627 $ 637,673 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 1,695 $ 436 2023 6,783 1,782 2024 6,790 1,847 2025 6,996 1,915 2026 6,000 1,987 Thereafter 625,350 4,020 $ 653,614 $ 11,987 |
Note 8 - Fair Value Measureme_2
Note 8 - Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value Measured as of October 2, 2022 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 6,428 $ — $ — $ 6,428 Warrant liability (Private) — — 3,752 3,752 Earn-out liability — — 2,626 2,626 Total fair value $ 6,428 $ — $ 6,378 $ 12,806 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 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | October 2, 2022 December 31, 2021 Valuation date price $ 4.05 $ 12.99 Strike price $ 11.50 $ 11.50 Remaining life (in years) 3.79 4.54 Expected dividend $ — $ — Risk-free interest rate 4.09 % 1.19 % Price threshold $ 18.00 $ 18.00 October 2, 2022 December 31, 2021 Valuation date price $ 4.05 $ 12.99 Expected term (in years) 5.79 6.54 Expected volatility 58.22 % 40.59 % Risk-free interest rate 3.93 % 1.40 % Price hurdle 1 not applicable $ 13.00 Price hurdle 2 $ 15.00 $ 15.00 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | For the thirty-nine weeks ended October 2, 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 (18,041 ) (9,281 ) (27,322 ) Balance at October 2, 2022 $ 3,752 $ 2,626 $ 6,378 |
Note 9 - Revenue (Tables)
Note 9 - Revenue (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Revenue from External Customers by Products and Services [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Electronic systems $ 62,174 $ 73,256 $ 219,380 $ 231,190 Mechanical systems 37,317 34,783 127,365 112,914 Exhaust 15,183 17,023 52,552 60,365 Accessories 24,561 20,651 81,660 60,592 Safety 15,540 13,960 53,293 47,985 Total sales $ 154,775 $ 159,673 $ 534,250 $ 513,046 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 United States $ 150,155 $ 155,626 $ 519,728 $ 501,196 Italy 4,620 4,047 14,522 11,850 Total sales $ 154,775 $ 159,673 $ 534,250 $ 513,046 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Income tax expense (benefit) $ (1,345 ) $ (3,301 ) $ 8,866 $ 7,255 Effective tax rates nm 9.9 % 9.1 % nm nm - not meaningful |
Note 11 - Earnings Per Share (T
Note 11 - Earnings Per Share (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Numerator: Net income (loss) - basic $ 31,579 $ (30,200 ) $ 89,000 $ (9,158 ) Less: fair value adjustment for warrants — — (51,112 ) — Net income (loss) - diluted $ 31,579 $ (30,200 ) $ 37,888 $ (9,158 ) Denominator: Weighted average common shares outstanding - basic 117,119,609 106,285,072 116,636,906 80,735,661 Dilutive effect of potential common shares from RSUs 18,525 — 124,603 — Dilutive effect of potential common shares from warrants — — 512,104 — Weighted average common shares outstanding - diluted 117,138,134 106,285,072 117,273,613 80,735,661 Earnings (loss) per share: Basic $ 0.27 $ (0.28 ) $ 0.76 $ (0.11 ) Diluted $ 0.27 $ (0.28 ) $ 0.32 $ (0.11 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Anti-dilutive shares excluded from calculation of diluted EPS: Warrants 14,633,311 14,666,644 — 14,666,644 Stock options 1,769,614 1,394,008 1,769,614 1,394,008 Restricted stock units 220,051 658,891 220,051 658,891 Earn-out shares 1,093,750 2,187,500 1,093,750 2,187,500 Total anti-dilutive shares 17,716,726 18,907,043 3,083,415 18,907,043 |
Note 12 - Benefit Plans (Tables
Note 12 - Benefit Plans (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Net Benefit Costs [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Components of expense: Service cost $ 27 $ 35 $ 81 $ 107 Interest cost 32 38 96 114 Expected return on plan assets (52 ) (58 ) (156 ) (180 ) Amortization of net loss — 9 — 19 Net periodic benefit cost $ 7 $ 24 $ 21 $ 60 |
Note 13 - Equity-based Compen_2
Note 13 - Equity-based Compensation Plans (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Stock options $ 559 $ 376 $ 1,764 $ 376 Restricted stock units 876 — 3,409 — Profit interest units 1,438 2,110 4,345 2,372 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Granted Feb. 15, 2022 Granted May 6, 2022 Weighted-average expected term 6.0 6.0 Expected volatility 36.0 % 40.0 % Expected dividend $ — $ — Risk-free interest rate 1.98 % 3.06 % |
Note 14 - Lease Commitments (Ta
Note 14 - Lease Commitments (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Operating Lease Assets and Obligations [Table Text Block] | October 2, 2022 Assets: Operating right of use assets $ 31,274 Liabilities: Current operating lease liabilities $ 4,866 Long-term lease liabilities 26,950 Total lease liabilities $ 31,816 |
Lease, Cost [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 October 2, 2022 Components of lease expense: Operating lease expense $ 1,753 $ 5,654 Short-term lease expense 599 1,849 Variable lease expense 195 609 Total lease expense $ 2,547 $ 8,112 Supplemental cash flow information related to leases: Cash paid for amounts included in measurement of operating lease liabilities $ 1,843 $ 5,424 Right of use assets obtained in exchange for new operating lease liabilities — 13,769 Decapitalization of right-of-use assets upon lease termination and/or modification — 12,178 |
Schedule of Information Associated with the Measurement of Operating Lease Obligations [Table Text Block] | Weighted average remaining lease term (in years) 7.9 Weighted average discount rate 5.72 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 (excluding the thirty-nine weeks ended October 2, 2022) $ 1,847 2023 6,830 2024 5,583 2025 3,867 2026 3,660 Thereafter 18,318 Total lease payments 40,105 Less imputed interest (8,289 ) Present value of lease liabilities $ 31,816 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 Total minimum lease commitments $ 33,957 |
Note 15 - Acquisition, Restru_2
Note 15 - Acquisition, Restructuring and Management Fee Costs (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Acquisition, Restructuring and Management Fee Costs [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Acquisitions (1) $ 4 $ 228 $ 1,625 $ 3,439 Restructuring (2) 1,262 140 1,622 1,265 Management fees (3) — 23,250 — 25,789 Earn out adjustment (4) — — — 17,173 Total acquisition, restructuring and management fees $ 1,266 $ 23,618 $ 3,247 $ 47,666 |
Note 16 - Commitments and Con_2
Note 16 - Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Notes Tables | |
Schedule of Product Warranty Liability [Table Text Block] | For the thirteen weeks ended For the thirty-nine weeks ended October 2, 2022 September 26, 2021 October 2, 2022 September 26, 2021 Beginning balance $ 2,325 $ 2,928 $ 3,994 $ 3,989 Accrued for current year warranty claims 6,535 2,027 9,569 5,461 Settlement of warranty claims (5,216 ) (2,310 ) (9,919 ) (6,805 ) Ending balance $ 3,644 $ 2,645 $ 3,644 $ 2,645 |
Note 2 - Business Combination_3
Note 2 - Business Combination and Acquisitions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 23, 2021 | Dec. 16, 2021 | Jul. 16, 2021 | Apr. 14, 2021 | Apr. 03, 2022 | Oct. 02, 2022 | Dec. 31, 2021 | Oct. 09, 2021 | |
Common Stock, Shares, Issued (in shares) | 117,147,997 | 115,805,639 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | |||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||
IPO [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | |||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||
IPO [Member] | Public Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 8,333,310 | |||||||
IPO [Member] | Private Placement Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,666,667 | |||||||
Merger Agreement [Member] | Pipe Investors [Member] | ||||||||
Repayments of Long-Term Debt, Total | $ 100,000 | |||||||
Subscription Agreement [Member] | Pipe Investors [Member] | ||||||||
Common Stock, Shares, Issued (in shares) | 24,000,000 | |||||||
Shares Issued, Price Per Share (in dollars per share) | $ 10 | |||||||
Common Stock, Value, Subscriptions | $ 240,000 | |||||||
Amended And Restated Forward Purchase Agreement [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 5,000,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,666,667 | |||||||
Proceeds from Issuance of Common Stock | $ 50,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | |||||||
Empower Sponsor Holdings LLC [Member] | Tranche One [Member] | ||||||||
Business Combination Consideration Earn Out Shares (in shares) | 1,093,750 | |||||||
Business Combination Consideration Earn Out Value | $ 14,689 | |||||||
Empower Sponsor Holdings LLC [Member] | Merger Agreement [Member] | ||||||||
Business Combination Contingent Consideration Shares Issuable, Shares (in shares) | 2,187,500 | |||||||
Empower Sponsor Holdings LLC [Member] | Merger Agreement [Member] | Holley Parent Holdings Llc [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 264,718 | |||||||
Common Stock, Shares, Issued (in shares) | 67,673,884 | |||||||
Shares Issued, Price Per Share (in dollars per share) | $ 10 | |||||||
John's, Southern Kentucky Classics, and Vesta Motorsports [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 13,778 | |||||||
Business Combination Intangible Assets Including Goodwill Acquired | $ 9,018 | |||||||
John's, Southern Kentucky Classics, and Vesta Motorsports [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | |||||||
Finspeed, Classic Instruments, ADS, Rocket and Speartech [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 19,685 | |||||||
Business Combination Intangible Assets Including Goodwill Acquired | $ 13,023 | |||||||
Finspeed Llc [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 18 years | |||||||
Baer Inc [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 22,170 | |||||||
Business Combination Intangible Assets Including Goodwill Acquired | 18,989 | |||||||
Accounts Receivable, Purchase | $ 800 | |||||||
Baer Inc [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | |||||||
Brothers Mail Order Industries Inc [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 26,135 | |||||||
Business Combination Intangible Assets Including Goodwill Acquired | 24,835 | |||||||
Accounts Receivable, Purchase | $ 22 | |||||||
Advance Engine Management Inc [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 51,243 | |||||||
Business Combination Intangible Assets Including Goodwill Acquired | 44,486 | |||||||
Accounts Receivable, Purchase | $ 3,454 | |||||||
Advance Engine Management Inc [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | |||||||
Advance Engine Management Inc [Member] | Patents [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 13 years |
Note 2 - Business Combination_4
Note 2 - Business Combination and Acquisitions - Allocation of the Purchase Price to the Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Oct. 02, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 16, 2021 | Apr. 14, 2021 |
Goodwill | $ 417,298,000 | $ 411,383,000 | |||
John's, Southern Kentucky Classics, and Vesta Motorsports [Member] | |||||
Accounts receivable | 562,000 | ||||
Inventory | 5,162,000 | ||||
Property, plant and equipment | 275,000 | ||||
Other assets | 24,000 | ||||
Tradenames | 1,689,000 | ||||
Customer relationships | 1,512,000 | ||||
Goodwill | 5,817,000 | ||||
Accounts payable | (158,000) | ||||
Accrued liabilities | (1,105,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 13,778,000 | ||||
Property, plant and equipment | 275,000 | ||||
John's, Southern Kentucky Classics, and Vesta Motorsports [Member] | Previously Reported [Member] | |||||
Accounts receivable | 959,000 | ||||
Inventory | 3,481,000 | ||||
Property, plant and equipment | 275,000 | ||||
Other assets | 1,132,000 | ||||
Tradenames | 1,689,000 | ||||
Customer relationships | 1,512,000 | ||||
Goodwill | 5,858,000 | ||||
Accounts payable | (25,000) | ||||
Accrued liabilities | (1,103,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 13,778,000 | ||||
Property, plant and equipment | 275,000 | ||||
John's, Southern Kentucky Classics, and Vesta Motorsports [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Accounts receivable | (397,000) | ||||
Inventory | 1,681,000 | ||||
Other assets | (1,108,000) | ||||
Goodwill | (41,000) | ||||
Accounts payable | (133,000) | ||||
Accrued liabilities | $ (2,000) | ||||
Finspeed Llc [Member] | |||||
Accounts receivable | 618,000 | ||||
Inventory | 3,975,000 | ||||
Property, plant and equipment | 2,274,000 | ||||
Other assets | 23,000 | ||||
Goodwill | 7,965,000 | ||||
Accounts payable | (343,000) | ||||
Accrued liabilities | (7,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 19,685 | ||||
Cash | 122,000 | ||||
Property, plant and equipment | 2,274,000 | ||||
Finspeed Llc [Member] | Trade Names [Member] | |||||
Tradenames | 2,608,000 | ||||
Finspeed Llc [Member] | Customer Relationships [Member] | |||||
Tradenames | 2,450,000 | ||||
Finspeed Llc [Member] | Previously Reported [Member] | |||||
Accounts receivable | 618,000 | ||||
Inventory | 3,975,000 | ||||
Property, plant and equipment | 2,274,000 | ||||
Other assets | 23,000 | ||||
Goodwill | 8,087,000 | ||||
Accounts payable | (343,000) | ||||
Accrued liabilities | (129,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 19,685 | ||||
Cash | 122,000 | ||||
Property, plant and equipment | 2,274,000 | ||||
Finspeed Llc [Member] | Previously Reported [Member] | Trade Names [Member] | |||||
Tradenames | 2,608,000 | ||||
Finspeed Llc [Member] | Previously Reported [Member] | Customer Relationships [Member] | |||||
Tradenames | 2,450,000 | ||||
Finspeed Llc [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Goodwill | (122,000) | ||||
Accrued liabilities | $ 122,000 | $ 139,000 | |||
Baer Inc [Member] | |||||
Accounts receivable | $ 627,000 | ||||
Inventory | 1,813,000 | ||||
Property, plant and equipment | 695,000 | ||||
Other assets | 76,000 | ||||
Goodwill | 8,284,000 | ||||
Accounts payable | (2,000) | ||||
Accrued liabilities | (28,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 22,170,000 | ||||
Property, plant and equipment | 695,000 | ||||
Baer Inc [Member] | Trade Names [Member] | |||||
Tradenames | 4,630,000 | ||||
Baer Inc [Member] | Customer Relationships [Member] | |||||
Customer relationships | 6,075,000 | ||||
Baer Inc [Member] | Previously Reported [Member] | |||||
Accounts receivable | 627,000 | ||||
Inventory | 1,813,000 | ||||
Property, plant and equipment | 695,000 | ||||
Other assets | 76,000 | ||||
Goodwill | 8,363,000 | ||||
Accounts payable | (81,000) | ||||
Accrued liabilities | (28,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 22,170,000 | ||||
Property, plant and equipment | 695,000 | ||||
Baer Inc [Member] | Previously Reported [Member] | Trade Names [Member] | |||||
Tradenames | 4,630,000 | ||||
Baer Inc [Member] | Previously Reported [Member] | Customer Relationships [Member] | |||||
Customer relationships | 6,075,000 | ||||
Baer Inc [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Goodwill | (79,000) | ||||
Accounts payable | $ 79,000 | ||||
Brothers Mail Order Industries Inc [Member] | |||||
Accounts receivable | $ 22,000 | ||||
Inventory | 1,682,000 | ||||
Property, plant and equipment | 20,000 | ||||
Other assets | 13,000 | ||||
Goodwill | 19,860,000 | ||||
Accounts payable | (34,000) | ||||
Accrued liabilities | (403,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 26,135,000 | ||||
Property, plant and equipment | 20,000 | ||||
Brothers Mail Order Industries Inc [Member] | Trade Names [Member] | |||||
Tradenames | 4,975,000 | ||||
Brothers Mail Order Industries Inc [Member] | Previously Reported [Member] | |||||
Accounts receivable | 22,000 | ||||
Inventory | 1,682,000 | ||||
Property, plant and equipment | 20,000 | ||||
Other assets | 13,000 | ||||
Goodwill | 19,561,000 | ||||
Accounts payable | (34,000) | ||||
Accrued liabilities | (403,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 25,836,000 | ||||
Property, plant and equipment | 20,000 | ||||
Brothers Mail Order Industries Inc [Member] | Previously Reported [Member] | Trade Names [Member] | |||||
Tradenames | 4,975,000 | ||||
Brothers Mail Order Industries Inc [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Goodwill | 299,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 299,000 | ||||
Advance Engine Management Inc [Member] | |||||
Accounts receivable | 3,393,000 | ||||
Inventory | 3,892,000 | ||||
Property, plant and equipment | 1,342,000 | ||||
Other assets | 402,000 | ||||
Goodwill | 17,006,000 | ||||
Accounts payable | (1,922,000) | ||||
Accrued liabilities | (350,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 51,243,000 | ||||
Property, plant and equipment | 1,342,000 | ||||
Advance Engine Management Inc [Member] | Trade Names [Member] | |||||
Tradenames | 10,760,000 | ||||
Advance Engine Management Inc [Member] | Customer Relationships [Member] | |||||
Tradenames | 14,640,000 | ||||
Advance Engine Management Inc [Member] | Patents [Member] | |||||
Tradenames | 1,970,000 | ||||
Advance Engine Management Inc [Member] | Technology-Based Intangible Assets [Member] | |||||
Tradenames | 110,000 | ||||
Advance Engine Management Inc [Member] | Previously Reported [Member] | |||||
Accounts receivable | 3,454,000 | ||||
Inventory | 3,892,000 | ||||
Property, plant and equipment | 1,342,000 | ||||
Other assets | 493,000 | ||||
Goodwill | 17,426,000 | ||||
Accounts payable | (2,032,000) | ||||
Accrued liabilities | (489,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 51,566,000 | ||||
Property, plant and equipment | 1,342,000 | ||||
Advance Engine Management Inc [Member] | Previously Reported [Member] | Trade Names [Member] | |||||
Tradenames | 10,760,000 | ||||
Advance Engine Management Inc [Member] | Previously Reported [Member] | Customer Relationships [Member] | |||||
Tradenames | 14,640,000 | ||||
Advance Engine Management Inc [Member] | Previously Reported [Member] | Patents [Member] | |||||
Tradenames | 1,970,000 | ||||
Advance Engine Management Inc [Member] | Previously Reported [Member] | Technology-Based Intangible Assets [Member] | |||||
Tradenames | 110,000 | ||||
Advance Engine Management Inc [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Accounts receivable | (61,000) | ||||
Other assets | (91,000) | ||||
Goodwill | (420,000) | ||||
Accounts payable | 110,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ (323,000) |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Raw materials | $ 70,902 | $ 54,818 |
Work-in-process | 24,588 | 21,728 |
Finished goods | 135,019 | 108,494 |
Inventory, Net, Total | $ 230,509 | $ 185,040 |
Note 4 - Property, Plant and _3
Note 4 - Property, Plant and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Property, Plant, and Equipment, Gross | $ 91,117 | $ 81,636 |
Less: accumulated depreciation | (36,349) | (30,141) |
Property, plant and equipment, net | 54,768 | 51,495 |
Land [Member] | ||
Property, Plant, and Equipment, Gross | 3,426 | 1,330 |
Building and Building Improvements [Member] | ||
Property, Plant, and Equipment, Gross | 10,932 | 10,623 |
Machinery and Equipment [Member] | ||
Property, Plant, and Equipment, Gross | 65,826 | 56,824 |
Construction in Progress [Member] | ||
Property, Plant, and Equipment, Gross | $ 10,933 | $ 12,859 |
Note 4 - Property, Plant and _4
Note 4 - Property, Plant and Equipment, Net - Schedule of Long-Lived Assets by Geographic Locations (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net | $ 54,768 | $ 51,495 |
UNITED STATES | ||
Property, Plant and Equipment, Net | 53,134 | 49,547 |
Non-US [Member] | ||
Property, Plant and Equipment, Net | $ 1,634 | $ 1,948 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 2,395 | $ 0 | $ 2,395 | $ 0 |
Trade Names [Member] | ||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 2,400 |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 USD ($) | ||
Balance at December 31, 2021 | $ 411,383 | |
Measurement period adjustments* | 57 | [1] |
Balance at October 2, 2022 | 417,298 | |
Johns Acquisition [Member] | ||
acquisition | 240 | |
Southern Kentucky Classics [Member] | ||
acquisition | 1,270 | |
RaceQuip [Member] | ||
acquisition | $ 4,348 | |
[1]See Note 2, "Business Combination and Acquisitions - Acquisitions," for further details. |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Gross | $ 310,401 | $ 308,888 |
Finite-Lived Intangible Assets, Accumulated Amortization | (56,846) | (45,861) |
Finite-Lived Intangible Assets, Net | 253,555 | 263,027 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 269,950 | 268,438 |
Finite-Lived Intangible Assets, Accumulated Amortization | (41,271) | (32,662) |
Finite-Lived Intangible Assets, Net | 228,679 | 235,776 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross | 13,775 | 13,775 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,663) | (4,119) |
Finite-Lived Intangible Assets, Net | 9,112 | 9,656 |
Tradenames | 174,849 | 175,434 |
Tradenames | 174,849 | 175,434 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets, Gross | 26,676 | 26,675 |
Finite-Lived Intangible Assets, Accumulated Amortization | (10,912) | (9,080) |
Finite-Lived Intangible Assets, Net | $ 15,764 | $ 17,595 |
Note 5 - Goodwill and Other I_6
Note 5 - Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
2022 (excluding the thirty-nine weeks ended October 2, 2022) | $ 3,697 | |
2023 | 14,557 | |
2024 | 13,744 | |
2025 | 13,714 | |
2026 | 13,608 | |
Thereafter | 194,235 | |
Total | $ 253,555 | $ 263,027 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 18, 2021 | Oct. 02, 2022 | |
Revolving Credit Facility [Member] | ||
Debt Instrument, Term (Year) | 5 years | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000 | |
Letter of Credit [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | |
Letters of Credit Outstanding, Amount | 1,200 | |
Delayed Draw Term Loan [Member] | ||
Debt Instrument, Face Amount | 100,000 | |
Debt Instrument, Withdrawn Amount | 57,000 | |
First Lien Note Due November 17, 2028 [Member] | ||
Debt Issuance Costs, Gross | $ 13,413 | |
First Lien Note Due November 17, 2028 [Member] | Term Loan [Member] | ||
Debt Instrument, Term (Year) | 7 years | |
Debt Instrument, Face Amount | $ 600,000 | |
First Lien Note Due November 17, 2028 [Member] | Delayed Draw Term Loan [Member] | ||
Debt Instrument, Periodic Payment, Principal | $ 1,500 | |
The Credit Agreement [Member] | ||
Debt, Weighted Average Interest Rate | 6.80% |
Note 6 - Debt - Schedule of Deb
Note 6 - Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Long-Term Debt, Gross | $ 653,614 | |
Other | 2,764 | $ 3,812 |
Less unamortized debt issuance costs | (11,987) | (13,264) |
Long-Term Debt, Total | 641,627 | 645,548 |
Less current portion of long-term debt | (6,000) | (7,875) |
Long-Term Debt, Excluding Current Maturities, Total | 635,627 | 637,673 |
Revolving Credit Facility [Member] | ||
Long-Term Debt, Gross | 0 | 25,000 |
First Lien Note Due November 17, 2028 [Member] | ||
Long-Term Debt, Gross | $ 650,850 | $ 630,000 |
Note 6 - Debt - Future Maturiti
Note 6 - Debt - Future Maturities of Long-Term Debt and Amortization of Debt Issuance Cost (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
2022 (excluding the thirty-nine weeks ended October 2, 2022), Future Maturities | $ 1,695 | |
2022 (excluding the thirty-nine weeks ended October 2, 2022), Debt Issuance Cost Amortization | 436 | |
2023, Future Maturities | 6,783 | |
2023, Debt Issuance Cost Amortization | 1,782 | |
2024, Future Maturities | 6,790 | |
2024, Debt Issuance Cost Amortization | 1,847 | |
2025, Future Maturities | 6,996 | |
2025, Debt Issuance Cost Amortization | 1,915 | |
2026, Future Maturities | 6,000 | |
2026, Debt Issuance Cost Amortization | 1,987 | |
Thereafter, Future Maturities | 625,350 | |
Thereafter, Debt Issuance Cost Amortization | 4,020 | |
Future Maturities | 653,614 | |
Debt Issuance Cost Amortization | $ 11,987 | $ 13,264 |
Note 7 - Common Stock Warrants
Note 7 - Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2022 | Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | Dec. 31, 2021 | Oct. 09, 2021 | |
Class of Warrant or Right, Outstanding (in shares) | 14,666,644 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Warrant Liability | $ 10,180 | $ 10,180 | $ 61,293 | ||||
Fair Value Adjustment of Warrants | $ (30,171) | $ 17,273 | $ (51,112) | $ 17,273 | |||
Public Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding (in shares) | 9,999,977 | ||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 33,333 | ||||||
Public Warrants [Member] | Measurement Input, Share Price [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Share Price (in dollars per share) | 18 | 18 | |||||
Public Warrants [Member] | Measurement Input Share Price1 [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | 0.10 | 0.10 | |||||
Share Price (in dollars per share) | $ 10 | $ 10 | |||||
Private Placement Warrants [Member] | |||||||
Class of Warrant or Right, Outstanding (in shares) | 4,666,667 |
Note 8 - Fair Value Measureme_3
Note 8 - Fair Value Measurements - Schedule of Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Liability | $ 12,806 | $ 87,889 |
Warrant Liability Public Warrants [Member] | ||
Liability | 6,428 | 39,500 |
Warrant Liability Private Placement Warrants [Member] | ||
Liability | 3,752 | 21,793 |
Earn Out Liability [Member] | ||
Liability | 2,626 | 26,596 |
Fair Value, Inputs, Level 1 [Member] | ||
Liability | 6,428 | 39,500 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liability Public Warrants [Member] | ||
Liability | 6,428 | 39,500 |
Fair Value, Inputs, Level 3 [Member] | ||
Liability | 6,378 | 48,389 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Liability | 3,752 | 21,793 |
Fair Value, Inputs, Level 3 [Member] | Earn Out Liability [Member] | ||
Liability | $ 2,626 | $ 26,596 |
Note 8 - Fair Value Measureme_4
Note 8 - Fair Value Measurements - Summary of Assumptions for Estimated Fair Value Using Monte Carlo Simulation Model (Details) - Monte Carlo Simulation Model [Member] | Oct. 02, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 4,050 | 12,990 |
Measurement Input, Share Price [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Alternative Investment, Measurement Input | 4,050 | 12,990 |
Measurement Input Strike Price [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Alternative Investment, Measurement Input | 11,500 | 11,500 |
Measurement Input, Expected Term [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 5,790 | 6,540 |
Measurement Input, Expected Term [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Alternative Investment, Measurement Input | 3,790 | 4,540 |
Measurement Input, Price Volatility [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 58,220 | 40,590 |
Measurement Input, Risk Free Interest Rate [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 3,930 | 1,400 |
Measurement Input, Risk Free Interest Rate [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Alternative Investment, Measurement Input | 4,090 | 1,190 |
Measurement Input Price Hurdle One [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 13,000 | |
Measurement Input Price Threshold [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Alternative Investment, Measurement Input | 18,000 | 18,000 |
Measurement Input Price Hurdle Two [Member] | Earn Out Liability [Member] | ||
Alternative Investment, Measurement Input | 15,000 | 15,000 |
Note 8 - Fair Value Measureme_5
Note 8 - Fair Value Measurements - Reconciliation of Changes (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Balance at December 31, 2021 | $ 48,389 |
Liabilities reclassed to equity | (14,689) |
Losses included in earnings | (27,322) |
Balance at October 2, 2022 | 6,378 |
Private Placement Warrants [Member] | |
Balance at December 31, 2021 | 21,793 |
Liabilities reclassed to equity | 0 |
Losses included in earnings | (18,041) |
Balance at October 2, 2022 | 3,752 |
Earn Out Liability [Member] | |
Balance at December 31, 2021 | 26,596 |
Liabilities reclassed to equity | (14,689) |
Losses included in earnings | (9,281) |
Balance at October 2, 2022 | $ 2,626 |
Note 9 - Revenue - Summary of R
Note 9 - Revenue - Summary of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Net sales | $ 154,775 | $ 159,673 | $ 534,250 | $ 513,046 |
Electronic Systems [Member] | ||||
Net sales | 62,174 | 73,256 | 219,380 | 231,190 |
Mechanical System [Member] | ||||
Net sales | 37,317 | 34,783 | 127,365 | 112,914 |
Exhaust [Member] | ||||
Net sales | 15,183 | 17,023 | 52,552 | 60,365 |
Accessories [Member] | ||||
Net sales | 24,561 | 20,651 | 81,660 | 60,592 |
Safety [Member] | ||||
Net sales | $ 15,540 | $ 13,960 | $ 53,293 | $ 47,985 |
Note 9 - Revenue - Summary of_2
Note 9 - Revenue - Summary of Revenue Based on Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Net sales | $ 154,775 | $ 159,673 | $ 534,250 | $ 513,046 |
UNITED STATES | ||||
Net sales | 150,155 | 155,626 | 519,728 | 501,196 |
ITALY | ||||
Net sales | $ 4,620 | $ 4,047 | $ 14,522 | $ 11,850 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% | 21% |
Effective Income Tax Rate Reconciliation, Percent, Total | 9.90% | 9.10% |
Note 10 - Income Taxes - Schedu
Note 10 - Income Taxes - Schedule of Provision and Effective Tax rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Income tax expense | $ (1,345) | $ (3,301) | $ 8,866 | $ 7,255 |
Effective tax rates | 9.90% | 9.10% |
Note 11 - Earnings Per Share -
Note 11 - Earnings Per Share - Schedule of Basic and Diluted Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Net income (loss) - basic | $ 31,579 | $ (30,200) | $ 89,000 | $ (9,158) |
Less: fair value adjustment for warrants | 0 | 0 | (51,112) | 0 |
Net income (loss) - diluted | $ 31,579 | $ (30,200) | $ 37,888 | $ (9,158) |
Weighted average common shares outstanding - basic (in shares) | 117,119,609 | 106,285,072 | 116,636,906 | 80,735,661 |
Dilutive effect of potential common shares from RSUs (in shares) | 18,525 | 0 | 124,603 | 0 |
Dilutive effect of potential common shares from warrants (in shares) | 0 | 0 | 512,104 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 117,138,134 | 106,285,072 | 117,273,613 | 80,735,661 |
Earnings (loss) per share: | ||||
Basic net income (loss) per share (in dollars per share) | $ 0.27 | $ (0.28) | $ 0.76 | $ (0.11) |
Diluted net income (loss) per share (in dollars per share) | $ 0.27 | $ (0.28) | $ 0.32 | $ (0.11) |
Note 11 - Earnings Per Share _2
Note 11 - Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 17,716,726 | 18,907,043 | 3,083,415 | 18,907,043 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 14,633,311 | 14,666,644 | 0 | 14,666,644 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 1,769,614 | 1,394,008 | 1,769,614 | 1,394,008 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 220,051 | 658,891 | 220,051 | 658,891 |
Earn Out Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 1,093,750 | 2,187,500 | 1,093,750 | 2,187,500 |
Note 12 - Benefit Plans (Detail
Note 12 - Benefit Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Defined Contribution Pension [Member] | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 300 | $ 150 | $ 417 |
Defined Contribution Pension [Member] | Minimum [Member] | ||||
Estimates Settlement Charge | 400 | |||
Defined Contribution Pension [Member] | Maximum [Member] | ||||
Estimates Settlement Charge | 550 | |||
The 401K [Member] | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 587 | $ 1,019 | $ 2,431 | $ 2,020 |
Note 12 - Benefit Plans - Summa
Note 12 - Benefit Plans - Summarizes the Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Service cost | $ 27 | $ 35 | $ 81 | $ 107 |
Interest cost | 32 | 38 | 96 | 114 |
Expected return on plan assets | (52) | (58) | (156) | (180) |
Amortization of net loss | 0 | 9 | 0 | 19 |
Net periodic benefit cost | $ 7 | $ 24 | $ 21 | $ 60 |
Note 13 - Equity-based Compen_3
Note 13 - Equity-based Compensation Plans (Details Textual) - USD ($) $ / shares in Units, Pure in Thousands, $ in Thousands | 9 Months Ended | |||
May 11, 2022 | May 06, 2022 | Feb. 15, 2022 | Oct. 02, 2022 | |
Share-Based Payment Arrangement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 44,055 | 548,001 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ 4.32 | $ 4.68 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 4,671 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 2 years | |||
Share-Based Payment Arrangement [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 55,920 | 16,767 | 228,180 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 5,506 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 2 years | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 8.53 | $ 9.95 | $ 12.29 | |
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||
Profit Interest Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 41,400,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 5,072 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 10 months 24 days | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 0 | |||
The 2021 Omnibus Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 8,850,000 | |||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 6,324,768 |
Note 13 - Equity-based Compen_4
Note 13 - Equity-based Compensation Plans - Schedule of Components of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Share-Based Payment Arrangement [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 559 | $ 376 | $ 1,764 | $ 376 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expense | 876 | 0 | 3,409 | 0 |
Profit Interest Units [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 1,438 | $ 2,110 | $ 4,345 | $ 2,372 |
Note 13 - Equity-based Compen_5
Note 13 - Equity-based Compensation Plans - Schedule of Share-Based Payment Award Stock Options Valuation Using Black-Scholes Option Pricing Model (Details) - USD ($) | May 06, 2022 | Feb. 15, 2022 |
Weighted-average expected term (Year) | 6 years | 6 years |
Expected volatility | 40% | 36% |
Expected dividend | $ 0 | $ 0 |
Risk-free interest rate | 3.06% | 1.98% |
Note 14 - Lease Commitments (De
Note 14 - Lease Commitments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 26, 2021 | Jul. 03, 2022 | Jan. 01, 2022 | |
Increase in Noncurrent Assets for Right-of-Use Assets | $ 33,900 | |||
Increase in Liabilities for Associated Lease Obligations | $ 34,600 | |||
Operating Leases, Rent Expense, Net | $ 1,992 | $ 5,665 | ||
Minimum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year | |||
Maximum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Year) | 14 years |
Note 14 - Lease Commitments - S
Note 14 - Lease Commitments - Schedule of Operating Lease Assets and Obligations (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Dec. 31, 2021 |
Right-of-use assets | $ 31,274 | $ 0 |
Current operating lease liabilities | 4,866 | |
Long-term lease liabilities | 26,950 | |
Total lease liabilities | $ 31,816 |
Note 14 - Lease Commitments -_2
Note 14 - Lease Commitments - Schedule of Operating Lease Expense Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 02, 2022 | Oct. 02, 2022 | |
Components of lease expense: | ||
Operating lease expense | $ 1,753 | $ 5,654 |
Short-term lease expense | 599 | 1,849 |
Variable lease expense | 195 | 609 |
Total lease expense | 2,547 | 8,112 |
Cash paid for amounts included in measurement of operating lease liabilities | 1,843 | 5,424 |
Right of use assets obtained in exchange for new operating lease liabilities | 0 | 13,769 |
Decapitalization of right-of-use assets upon lease termination and/or modification | $ 0 | $ 12,178 |
Note 14 - Lease Commitments -_3
Note 14 - Lease Commitments - Schedule of Information Associated with the Measurement of Operating Lease Obligations (Details) | Oct. 02, 2022 |
Weighted average remaining lease term (in years) (Year) | 7 years 10 months 24 days |
Weighted average discount rate | 5.72% |
Note 14 - Lease Commitments -_4
Note 14 - Lease Commitments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Oct. 02, 2022 USD ($) |
2022 (excluding the thirty-nine weeks ended October 2, 2022) | $ 1,847 |
2023 | 6,830 |
2024 | 5,583 |
2025 | 3,867 |
2026 | 3,660 |
Thereafter | 18,318 |
Total lease payments | 40,105 |
Less imputed interest | (8,289) |
Present value of lease liabilities | $ 31,816 |
Note 14 - Lease Commitments -_5
Note 14 - Lease Commitments - Schedule of Future Minimum Rental Payments for Operating Leases Under ASC 840 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
2022 | $ 8,517 |
2023 | 6,320 |
2024 | 4,766 |
2025 | 2,995 |
2026 | 2,813 |
Thereafter | 8,546 |
Total minimum lease commitments | $ 33,957 |
Note 15 - Acquisition, Restru_3
Note 15 - Acquisition, Restructuring and Management Fee Costs - Summary of Total Acquisitions, Restructuring, and Management Fee Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | ||
Acquisitions (1) | [1] | $ 4 | $ 228 | $ 1,625 | $ 3,439 |
Restructuring (2) | [2] | 1,262 | 140 | 1,622 | 1,265 |
Management fees (3) | [3] | 0 | 23,250 | 0 | 25,789 |
Earn out adjustment (4) | [4] | 0 | 0 | 0 | 17,173 |
Total acquisition, restructuring and management fees | $ 1,266 | $ 23,618 | $ 3,247 | $ 47,666 | |
[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. |
Note 16 - Commitments and Con_3
Note 16 - Commitments and Contingencies - Schedule of Accrual For Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Sep. 26, 2021 | Oct. 02, 2022 | Sep. 26, 2021 | |
Beginning balance | $ 2,325 | $ 2,928 | $ 3,994 | $ 3,989 |
Accrued for current year warranty claims | 6,535 | 2,027 | 9,569 | 5,461 |
Settlement of warranty claims | (5,216) | (2,310) | (9,919) | (6,805) |
Ending balance | $ 3,644 | $ 2,645 | $ 3,644 | $ 2,645 |