8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2023

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39599	87-1727560
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Russellville Road, Bowling Green, KY	42101
(Address of principal executive offices)	(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	HLLY	New York Stock Exchange
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share	HLLY WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2023, the Company issued a press release announcing its financial results and operational highlights for the Company’s first quarter ended April 2, 2023. A copy of the press release is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended (the Securities Act"), expect as expressly set forth by specific reference in such a filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 9, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected two Class II directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2023. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2023 (the “Proxy Statement”).

The final voting results on the proposals considered at the Annual Meeting are set forth below.

1. Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
James D. Coady	77,035,562	21,235,761	3,664,169
Ginger M. Jones	76,809,022	21,462,301	3,664,169

2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2023 was ratified, with the voting results as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
101,908,523	25,958	1,011	--

Item 7.01 Regulation FD Disclosure.

On March 9, 2023, the Company made available an investor presentation with supplemental information on investor.holley.com under the “Events & Presentations” link. A copy of the investor presentation is furnished as Exhibit 99.2 to this Report and incorporated herein by reference.

The information under Item 7.01 of this Report, including Exhibit 99.2, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 11, 2023
99.2	Investor Presentation dated May 11, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

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

	HOLLEY INC.
	By:	/s/ Jesse Weaver
		Name:  Jesse Weaver
Date: May 11, 2023		Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE                                    

  1801 Russellville Road Bowling Green, Kentucky 42101 Holley.com

HOLLEY REPORTS FIRST QUARTER 2023 RESULTS

Company reaffirms full year 2023 outlook

Sales leverage, operational improvements and cost initiatives drive significant sequential profitability increase 

BOWLING GREEN, KY – May 11, 2023 – Holley Inc. (NYSE: HLLY), a leading platform serving performance automotive enthusiasts, today announced financial results for its first quarter ended April 2, 2023.

First Quarter Highlights vs. Prior Year Period

● Net Sales decreased 13.9% to $172.2 million compared to $200.1 million in the prior year's first quarter

● Gross Profit decreased 18.1% to $67.7 million compared to $82.7 million in the prior year's first quarter

● Net Income of $4.3 million, or $0.04 per diluted share, compared to Net Income of $16.9 million, or $0.15 per diluted share, in the prior year's first quarter

● Adjusted Net Income¹ of $6.1 million, compared to Adjusted Net Income¹ of $21.5 million in the prior year's first quarter

● Adjusted EBITDA¹ of $33.9 million compared to $46.0 million in the prior year's first quarter

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

“Holley made strong progress on its operational improvement and cost savings initiatives during the first quarter,” said Michelle Gloeckler, Holley’s Interim President and Chief Executive Officer. “Looking to the balance of 2023, we are strategically focused on streamlining our operations, ongoing acquisition synergy capture, and improving both supply chain and working capital management. We have also not taken our foot off the gas in terms of inspiring our large and loyal base of enthusiasts with new and exciting products across our strong roster of brands, as indicated by our recent Sniper 2.0 announcement. The Sniper 2.0 launch will be an extension of one of our most popular fuel injection platforms and exemplifies Holley’s commitment to innovation and unmatched go-to-market capabilities.”

“I am confident we will continue to make Holley a much stronger company in 2023, and I still expect to achieve our targeted level of profitability, including a 40% gross margin and greater than 20% EBITDA margin in the near term.” 

Key Operating Metrics and Strategic Highlights

● DTC sales growth of 6% compared to the prior year's first quarter

● Past due orders reduced during the first quarter but remain elevated in our Electronics category

● $9.0 million of year-over-year savings in the first quarter of 2023 driven by operational improvements and cost initiatives

● Holley's bank-adjusted EBITDA leverage ratio at quarter end was well below the amended covenant ceiling of 7.25x for Q1 and Q2 of 2023 

Full Year 2023 Outlook

Holley reaffirmed the following outlook for 2023:

● Net Sales in the range of $625-$675 million

● Adjusted EBITDA of $108-$122 million

● Capital Expenditures in the range of $10-$15 million

● Depreciation and Amortization Expense of $23-$25 million

● Interest Expense in the range of $60-$65 million

“Holley delivered significant sequential top and bottom-line improvements relative to the fourth quarter of 2022, driven primarily by a combination of sales leverage and our cost savings initiatives beginning to benefit results,” said Jesse Weaver, Holley’s Chief Financial Officer. “The stronger results, along with our continued focus on our financial priorities, drove positive free cash flow in the quarter. As we look to the balance of fiscal 2023, we remain fully committed to restoring Holley’s strong profitability, improving free cash flow, optimizing working capital, and de-levering the balance sheet.”

“On the back of a solid first quarter, we are reaffirming our full year 2023 guidance ranges, which assume we will face continued supply chain uncertainty, particularly a strained ability to procure automotive grade microchips, as a well as a normalization of demand for the remainder of the fiscal year. Despite these headwinds, we expect year-over-year comparisons for both revenue growth and EBITDA margins to improve throughout the year. We are confident that Holley will get back to achieving its long-term profitability targets, and we believe that our position as an industry leader with ample runway for growth is unchanged.”

Conference Call

A conference call and audio webcast has been scheduled for 8:30 a.m. Eastern Time today to discuss these results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call available on the investor relations portion of the Company’s website at investor.holley.com. For those that cannot join the webcast, you can participate by dialing 877-407-4019 (Toll Free) or 201-689-8337 (Toll) using the access code of 13737887.

For those unable to participate, a telephone replay recording will be available until Thursday, May 18, 2023. To access the replay, please call 877-660-6853 (Toll Free) or 201-612-7415 (Toll) and enter confirmation code 13737887. A web-based archive of the conference call will also be available on the Company’s website.

About Holley Inc.

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

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the ability of Holley to grow and manage growth profitably which may be affected by, among other things, competition; to maintain relationships with customers and suppliers: and to retain its management and key employees; 2) costs related to Holley being a public company; 3) disruptions to Holley's operations, including as a result of cybersecurity incidents; 4) changes in applicable laws or regulations; 5) the outcome of any legal proceedings that may be instituted against Holley; 6) general economic and political conditions, including the current macroeconomic environment, political tensions and war (such as the ongoing conflict in Ukraine); 7) the possibility that Holley may be adversely affected by other economic, business and/or competitive factors, including recent events affecting the financial services industry (such as the closures of Silicon Valley Bank and Signature Bank); 8) Holley’s estimates of its financial performance; 9) our ability to anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels; and 10) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2023, and that are otherwise described or updated from time to time in Holley’s filings with the SEC. Although Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes no duty to update these forward-looking statements, except as otherwise required by law.

Investor Relations:

Ross Collins / Stephen Poe

Alpha IR Group

312-445-2870

HLLY@alpha-ir.com

[Financial Tables to Follow]

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the thirteen weeks ended
	April 2,			April 3,		Variance			Variance
	2023			2022		($)			(%)
Net Sales	$	172,205		$	200,055	$	(27,850	)		-13.9%
Cost of Goods Sold		104,492			117,334		(12,842	)		-10.9%
Gross Profit		67,713			82,721		(15,008	)		-18.1%
Selling, General, and Administrative		30,017			34,342		(4,325	)		-12.6%
Research and Development Costs		6,653			8,161		(1,508	)		-18.5%
Amortization of Intangible Assets		3,679			3,661		18			0.5%
Acquisition and Restructuring Costs		1,339			290		1,049			361.7%
Other Operating Expense		51			222		(171	)		-77.0%
Operating Expense		41,739			46,676		(4,937	)		-10.6%
Operating Income		25,974			36,045		(10,071	)		-27.9%
Change in Fair Value of Warrant Liability		1,435			2,227		(792	)		-35.6%
Change in Fair Value of Earn-Out Liability		428			2,381		(1,953	)		-82.0%
Interest Expense		18,298			7,391		10,907			147.6%
Non-Operating Expense		20,161			11,999		8,162			68.0%
Income Before Income Taxes		5,813			24,046		(18,233	)		-75.8%
Income Tax Expense		1,566			7,188		(5,622	)		-78.2%
Net Income	$	4,247		$	16,858	$	(12,611	)		-74.8%
Comprehensive Income:
Foreign Currency Translation Adjustment		(199	)		241		(440	)		nm
Total Comprehensive Income	$	4,048		$	17,099	$	(13,051	)		-76.3%
Common Share Data:
Basic Net Income per Share	$	0.04		$	0.15	$	(0.11	)		-73.3%
Diluted Net Income per Share	$	0.04		$	0.15	$	(0.11	)		-73.3%
Weighted Average Common Shares Outstanding - Basic		117,154			115,876		1,278			1.1%
Weighted Average Common Shares Outstanding - Diluted		117,245			116,049		1,196			1.0%
nm - not meaningful

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

	As of
	April 2,			December 31,
	2023			2022
Assets
Total Current Assets	$	324,184		$	324,963
Property, Plant and Equipment, Net		50,621			52,181
Goodwill		418,121			418,121
Other Intangibles, Net		421,292			424,855
Right-of-Use Assets		28,099			29,522
Total Assets	$	1,242,317		$	1,249,642
Liabilities and Stockholders' Equity
Total Current Liabilities	$	95,565		$	101,259
Long-Term Debt, Net of Current Portion		636,151			643,563
Deferred Taxes		56,099			58,390
Other Noncurrent Liabilities		34,104			30,440
Total Liabilities		821,919			833,652
Common Stock		12			12
Additional Paid-In Capital		368,482			368,122
Accumulated Other Comprehensive Loss		(1,143	)		(944	)
Retained Earnings		53,047			48,800
Total Stockholders' Equity		420,398			415,990
Total Liabilities and Stockholders' Equity	$	1,242,317		$	1,249,642

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the thirteen weeks ended
	April 2,			April 3,
	2023			2022
Operating Activities
Net Income	$	4,247		$	16,858
Adjustments to Reconcile to Net Cash		13,874			14,000
Changes in Operating Assets and Liabilities		(14,482	)		(12,509	)
Net Cash Provided by Operating Activities		3,639			18,349
Investing Activities
Capital Expenditures, Net of Dispositions		(683	)		(5,587	)
Acquisitions / Divestitures, net		—			(1,617	)
Net Cash Used in Investing Activities		(683	)		(7,204	)
Financing Activities
Net Change in Debt		(7,284	)		(3,288	)
Deferred financing fees		(1,117	)		—
Payments from Stock-Based Award Activities		(34	)		—
Net Cash Used in Financing Activities		(8,435	)		(3,288	)
Effect of Foreign Currency Rate Fluctuations on Cash		145			(101	)
Net Change in Cash and Cash Equivalents		(5,334	)		7,756
Cash and Cash Equivalents
Beginning of Period		26,150			36,325
End of Period	$	20,816		$	44,081

Holley believes EBITDA, Adjusted EBITDA, Adjusted Net Income, and Organic Sales are useful to investors in evaluating the Company’s financial performance and in comparing the Company's financial results between periods. In addition, Holley uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business. Holley believes that these non-GAAP and other financial measures help to depict a more realistic representation of the performance of the underlying business, enabling Holley to evaluate and plan more effectively for the future.

HOLLEY INC. and SUBSIDIARIES

USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

	For the thirteen weeks ended
	April 2,		April 3,
	2023		2022
Net Income	$	4,247	$	16,858
Adjustments:
Interest Expense		18,298		7,391
Income Taxes		1,566		7,188
Depreciation		2,485		2,140
Amortization		3,679		3,661
EBITDA		30,275		37,238
Acquisition and Restructuring Costs		1,339		290
Change in Fair Value of Warrant Liability		1,435		2,227
Change in Fair Value of Earn-Out Liability		428		2,381
Equity-Based Compensation Expense		394		3,162
Notable Items		24		506
Other Expense		51		222
Adjusted EBITDA	$	33,946	$	46,026

	For the thirteen weeks ended
	April 2,		April 3,
	2023		2022
Net Income	$	4,247	$	16,858
Special items:
Adjust for: Change in Fair Value of Warrant Liability		1,435		2,227
Adjust for: Change in Fair Value of Earn-Out Liability		428		2,381
Adjusted Net Income (Loss)	$	6,110	$	21,466

	13 Weeks Ended
	April 2, 2023
Net Sales		172,205
Less: Sales from Acquisitions within 365 Days of Purchase (Non-Comparable to Prior Year)		(1,760	)
Organic Sales (Comparable to Prior Year Period Net Sales)	$	170,445

	2023 Forecast
	Low Range		High Range
Net Sales	$	625,000	$	675,000
Adjusted EBITDA		108,000		122,000
Depreciation and Amortization		23,000		25,000
Interest Expense		60,000		65,000
Capital Expenditures		10,000		15,000

Holley defines EBITDA as earnings before (a) interest expense, (b) income taxes and (c) depreciation and amortization. Holley defines Adjusted EBITDA as EBITDA plus (i) acquisition and restructuring costs, (ii) changes in the fair value of the warrant liability, (iii) changes in the fair value of the earn-out liability, (iv) compensation expense related to equity awards, (v) notable items that in 2022 consist primarily of non-cash adjustments related to the adoption of ASC 842, "Leases," and (vi) other expenses, includes net losses from disposal of fixed assets and foreign currency transactions. We have included within the definition of Adjusted EBITDA changes in the fair value of warrant liabilities, changes in the fair value of the earn-out liability, as management believes such matters, when they occur, do not directly reflect the performance of the underlying business.

Holley calculates Adjusted Net Income by excluding the after-tax effect of items considered by management to be special items from the earnings reported under U.S. GAAP. Management uses this measure to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results. Holley believes that using this information, along with net income, provides for a more complete analysis of the results of operations.

Organic sales, or sales excluding the impact of acquisitions, exclude the impact from sales from acquisitions within 365 days of the consummation of such acquisition. Holley believes organic sales provides investors with useful supplemental information regarding Holley's underlying sales trends.

EBITDA, Adjusted EBITDA, Adjusted Net Income, and organic sales are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may be different from non-GAAP and other financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing Holley’s financial performance. These metrics should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP.

A forecast for full year 2023 Adjusted EBITDA is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, Holley is unable to provide a reconciliation of these measures without unreasonable effort.

EX-99.2

Exhibit 99.2

XML

Document And Entity Information	May 09, 2023
Document Information [Line Items]
Entity, Registrant Name	HOLLEY INC.
Document, Type	8-K
Document, Period End Date	May 09, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39599
Entity, Tax Identification Number	87-1727560
Entity, Address, Address Line One	1801 Russellville Road
Entity, Address, City or Town	Bowling Green
Entity, Address, State or Province	KY
Entity, Address, Postal Zip Code	42101
City Area Code	270
Local Phone Number	782-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001822928
CommonStockParValue00001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	HLLY
Security Exchange Name	NYSE
WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	HLLY WS
Security Exchange Name	NYSE