Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 26, 2021 | Nov. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 26, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | HOLLEY INC. | |
Entity Central Index Key | 0001822928 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Tax Identification Number | 87-1727560 | |
Entity File Number | 001-39599 | |
Entity Address, Address Line One | 1801 Russellville Road | |
Entity Address, City or Town | Bowling Green | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 42101 | |
City Area Code | 270 | |
Local Phone Number | 495-4081 | |
Entity Common Stock, Shares Outstanding | 115,805,639 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | HLLY | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | HLLY WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 53,927 | $ 71,674 |
Accounts receivable, less allowance for credit losses of $1,616 and $1,240, respectively | 55,359 | 47,341 |
Inventory | 164,343 | 133,928 |
Prepaids and other current assets | 8,934 | 5,037 |
Total Current Assets | 282,563 | 257,980 |
Property, plant, and equipment, net | 50,393 | 43,729 |
Goodwill | 381,860 | 359,099 |
Other intangibles assets, net | 421,870 | 404,522 |
Total Assets | 1,136,686 | 1,065,330 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 46,631 | 34,601 |
Accrued interest | 6,277 | 6,588 |
Accrued liabilities | 18,768 | 26,092 |
Acquisition contingent consideration payable | 24,373 | 9,200 |
Current portion of long-term debt | 5,528 | 5,528 |
Total current liabilities | 101,577 | 82,009 |
Long-term debt, net of current portion | 564,187 | 649,458 |
Long-term debt due to related party | 6,207 | 20,000 |
Warrant liability | 45,986 | |
Earn-out liability | 24,588 | |
Deferred taxes | 72,172 | 71,336 |
Other noncurrent liabilities | 2,146 | 2,146 |
Total Liabilities | 816,863 | 824,949 |
Commitments and contingencies (Refer to Note 16 - Commitments and Contingencies) | ||
Shareholders' Equity | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding as of September 26, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value, 550,000,000 shares authorized, 115,805,639 and 67,673,884 shares issued and outstanding as of September 26, 2021 and December 31, 2020, respectively | 12 | 7 |
Additional paid-in capital | 327,490 | 238,883 |
Accumulated other comprehensive loss | (686) | (674) |
Retained earnings | 6,993 | 2,165 |
Total stockholders' equity | 319,823 | 240,381 |
Total liabilities and stockholders' equity | $ 1,136,686 | $ 1,065,330 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 1,616 | $ 1,240 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 5,000,000 | 5,000,000 |
Preference shares, issued | 0 | 0 |
Preference shares, outstanding | 0 | 0 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 550,000,000 | 550,000,000 |
Common stock, share issued | 115,805,639 | 67,673,884 |
Common Stock, Shares, Outstanding | 115,805,639 | 67,673,884 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Net sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 |
Cost of goods sold | 94,475 | 77,778 | 300,969 | 212,070 |
Gross profit | 65,198 | 55,529 | 212,077 | 153,690 |
Selling, general, and administrative | 28,891 | 17,303 | 79,093 | 48,790 |
Research and development costs | 7,133 | 5,982 | 20,167 | 17,198 |
Amortization of intangible assets | 3,553 | 2,699 | 10,391 | 8,099 |
Acquisition and restructuring costs | 368 | 1,092 | 21,877 | 5,624 |
Related party acquisition and management fee costs | 23,250 | 894 | 25,789 | 2,665 |
Other operating expense (income) | 89 | (821) | 3 | (1,089) |
Total operating expense | 63,284 | 27,149 | 157,320 | 81,287 |
Operating income | 1,914 | 28,380 | 54,757 | 72,403 |
Change in fair value of warrant liability | 17,273 | 17,273 | ||
Change in fair value of earn-out liability | 6,866 | 6,866 | ||
Loss on early extinguishment of debt | 1,425 | 1,425 | ||
Interest expense | 9,851 | 9,325 | 31,096 | 31,843 |
Total non-operating expense | 35,415 | 9,325 | 56,660 | 31,843 |
Income (loss) before income taxes | (33,501) | 19,055 | (1,903) | 40,560 |
Income tax expense | (3,301) | 5,512 | 7,255 | 9,656 |
Net income (loss) | (30,200) | 13,543 | (9,158) | 30,904 |
Comprehensive income (loss) | ||||
Foreign currency translation adjustment | (31) | (12) | ||
Total comprehensive income (loss) | $ (30,231) | $ 13,543 | $ (9,170) | $ 30,904 |
Weighted average common shares assuming dilution | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 |
Basic net income (loss) per share | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 |
Diluted net income (loss) per share | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Retroactive application of recapitalization | Previously Reported [Member] | Common Stock | Common StockRetroactive application of recapitalization | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalRetroactive application of recapitalization | Additional Paid-in CapitalPreviously Reported [Member] | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossRetroactive application of recapitalization | Accumulated Other Comprehensive LossPreviously Reported [Member] | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Retroactive application of recapitalization | Retained Earnings (Accumulated Deficit)Previously Reported [Member] |
Balance at beginning at Dec. 31, 2019 | $ 205,414 | $ 205,414 | $ 7 | $ 7 | $ 236,496 | $ (7) | $ 236,503 | $ (397) | $ (397) | $ (30,692) | $ (30,692) | ||||
Balance at beginning (in Shares) at Dec. 31, 2019 | 67,673,884 | 67,673,784 | 100 | ||||||||||||
Net income (loss) | 4,852 | 4,852 | |||||||||||||
Equity compensation | 121 | 121 | |||||||||||||
Balance, at ending at Mar. 29, 2020 | 210,387 | $ 7 | 236,617 | (397) | (25,840) | ||||||||||
Balance, at ending (in Shares) at Mar. 29, 2020 | 67,673,884 | ||||||||||||||
Balance at beginning at Dec. 31, 2019 | 205,414 | $ 205,414 | $ 7 | $ 7 | 236,496 | $ (7) | $ 236,503 | (397) | $ (397) | (30,692) | $ (30,692) | ||||
Balance at beginning (in Shares) at Dec. 31, 2019 | 67,673,884 | 67,673,784 | 100 | ||||||||||||
Net income (loss) | 30,904 | ||||||||||||||
Capital distributions | (100) | ||||||||||||||
Foreign currency translation | |||||||||||||||
Balance, at ending at Sep. 27, 2020 | 236,574 | $ 7 | 236,752 | (397) | 212 | ||||||||||
Balance, at ending (in Shares) at Sep. 27, 2020 | 67,673,884 | ||||||||||||||
Balance at beginning at Mar. 29, 2020 | 210,387 | $ 7 | 236,617 | (397) | (25,840) | ||||||||||
Balance at beginning (in Shares) at Mar. 29, 2020 | 67,673,884 | ||||||||||||||
Net income (loss) | 12,509 | 12,509 | |||||||||||||
Equity compensation | 114 | 114 | |||||||||||||
Capital distributions | (100) | (100) | |||||||||||||
Balance, at ending at Jun. 28, 2020 | 222,910 | $ 7 | 236,631 | (397) | (13,331) | ||||||||||
Balance, at ending (in Shares) at Jun. 28, 2020 | 67,673,884 | ||||||||||||||
Net income (loss) | 13,543 | 13,543 | |||||||||||||
Equity compensation | 121 | 121 | |||||||||||||
Foreign currency translation | |||||||||||||||
Balance, at ending at Sep. 27, 2020 | 236,574 | $ 7 | 236,752 | (397) | 212 | ||||||||||
Balance, at ending (in Shares) at Sep. 27, 2020 | 67,673,884 | ||||||||||||||
Balance at beginning at Dec. 31, 2020 | 240,381 | $ 7 | 238,883 | (674) | 2,165 | ||||||||||
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | ||||||||||||||
Net income (loss) | (2,056) | (2,056) | |||||||||||||
Equity compensation | 131 | 131 | |||||||||||||
Foreign currency translation | (16) | (16) | |||||||||||||
Balance, at ending at Mar. 28, 2021 | 238,440 | $ 7 | 239,014 | (690) | 109 | ||||||||||
Balance, at ending (in Shares) at Mar. 28, 2021 | 67,673,884 | ||||||||||||||
Balance at beginning at Dec. 31, 2020 | 240,381 | $ 7 | 238,883 | (674) | 2,165 | ||||||||||
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | ||||||||||||||
Net income (loss) | (9,158) | ||||||||||||||
Capital distributions | |||||||||||||||
Foreign currency translation | (12) | ||||||||||||||
Balance, at ending at Sep. 26, 2021 | 319,823 | $ 12 | 327,490 | (686) | 6,993 | ||||||||||
Balance, at ending (in Shares) at Sep. 26, 2021 | 115,805,639 | ||||||||||||||
Balance at beginning at Mar. 28, 2021 | 238,440 | $ 7 | 239,014 | (690) | 109 | ||||||||||
Balance at beginning (in Shares) at Mar. 28, 2021 | 67,673,884 | ||||||||||||||
Net income (loss) | 23,098 | 23,098 | |||||||||||||
Equity compensation | 131 | 131 | |||||||||||||
Foreign currency translation | 35 | 35 | |||||||||||||
Balance, at ending at Jun. 27, 2021 | 261,704 | $ 7 | 239,145 | (655) | 23,207 | ||||||||||
Balance, at ending (in Shares) at Jun. 27, 2021 | 67,673,884 | ||||||||||||||
Net income (loss) | (30,200) | (30,200) | |||||||||||||
Equity compensation | 2,486 | 2,486 | |||||||||||||
Foreign currency translation | (31) | (31) | |||||||||||||
Recapitalization transaction, net | 85,864 | $ 5 | 85,859 | ||||||||||||
Recapitalization transaction, net (in Shares) | 48,131,755 | ||||||||||||||
Balance, at ending at Sep. 26, 2021 | $ 319,823 | $ 12 | $ 327,490 | $ (686) | $ 6,993 | ||||||||||
Balance, at ending (in Shares) at Sep. 26, 2021 | 115,805,639 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (9,158) | $ 30,904 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,328 | 6,039 |
Amortization of intangible assets | 10,391 | 8,099 |
Amortization of deferred loan costs | 2,656 | 2,201 |
Increase in warrant liability | 17,273 | |
Increase in acquisition contingent consideration payable | 17,173 | |
Increase in earn-out liability | 6,866 | |
Equity compensation | 2,748 | 356 |
Change in deferred taxes | (836) | 583 |
Loss on early extinguishment of long-term debt | 1,425 | |
Loss (gain) on disposal of property, plant and equipment | (290) | 18 |
Allowance for credit losses | 738 | 581 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,196) | (15,678) |
Inventories | (25,996) | 33,208 |
Prepaids and other current assets | (3,472) | 2,494 |
Accounts payable | 9,765 | 1,871 |
Accrued interest | (311) | (1,352) |
Accrued liabilities | (7,859) | 6,280 |
Net cash from operating activities | 24,917 | 75,604 |
INVESTING ACTIVITIES. | ||
Capital expenditures | (10,468) | (6,653) |
Proceeds from the disposal of fixed assets | 323 | |
Cash paid for acquisitions, net | (61,786) | |
Trademark Acquisition | (50) | |
Net cash used in investing activities | (71,931) | (6,703) |
FINANCING ACTIVITIES | ||
Net change under revolving credit agreement | (20,500) | |
Principal payments on long-term debt | (103,032) | (1,900) |
Proceeds from Business Combination and PIPE financing,net of issuance costs paid | 132,299 | |
Capital distributions | (100) | |
Net Cash Provided by (Used in) Financing Activities, Total | 29,267 | (22,500) |
Net change in cash and cash equivalents | (17,747) | 46,401 |
Cash and cash equivalents: | ||
Beginning of period | 71,674 | 8,335 |
End of period | 53,927 | 54,736 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 28,751 | 30,995 |
Cash paid for income taxes | 10,648 | $ 1,865 |
Non-Cash Investing and Financing Activities: | ||
Assumption of warrant liability | 28,713 | |
Assumption of earn-out liability | $ 17,722 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION, AND SUMMARY ACCOUNTING POLICIES | 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies Holley Inc., a Delaware corporation headquartered in Bowling Green, Kentucky (the “Company” or “Holley”), conducts operations through its wholly-owned subsidiaries. These operating subsidiaries are comprised of Holley Performance Products Inc. (“Holley Performance”), Hot Rod Brands, Inc. (“Hot Rod Brands”), Simpson Safety Solutions, Inc., B&M Racing and Performance Products, Inc., and Speedshop.com, Inc. Investment funds managed by Sentinel Capital Partners hold a controlling interest in Holley. On July 16, 2021, (the “Closing” and such date, the “Closing Date”) the Company consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., (“Empower”), Empower Merger Sub I Inc. (“Merger Sub I”), Empower Merger Sub II LLC (“Merger Sub II”), and Holley Intermediate Holdings, Inc. (“Holley Intermediate”). On the Closing Date, Empower changed its name to Holley Inc. See Note 2, “ Business Combination and Acquisitions,” for more information. Holley Intermediate, the predecessor to Holley, was incorporated on October 25, 2018 to effect the merger of Driven Performance Brands, Inc. (“Driven”) and the purchase of High Performance Industries, Inc. (“HPI”). The Company designs, manufactures and distributes performance automotive products to customers primarily in the United States, Canada and Europe. The Company is a leading manufacturer of a diversified line of performance automotive products, including carburetors, fuel pumps, fuel injection systems, nitrous oxide injection systems, superchargers, exhaust headers, mufflers, distributors, ignition components, engine tuners and automotive performance plumbing products that are produced through its two major subsidiaries, Holley Performance and Hot Rod Brands. The Company is also a leading manufacturer of exhaust products as well as shifters, converters, transmission kits, transmissions, tuners and automotive software. The Company’s products are designed to enhance street, off-road, recreational and competitive vehicle performance through increased horsepower, torque and drivability. The Company has locations in North America, Canada, Italy and China. 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 Holley Intermediate Holdings, Inc. audited consolidated financial statements and notes thereto for the year ended December 31, 2020, as filed with the SEC in the Company’s prospectus filed pursuant to Rule 424(b)(3) on July 28, 2021. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. The Company operates on a calendar year that ends on December 31, 2021 and 2020. The three and nine month periods ended September 26, 2021 and September 27, 2020 each included 13 weeks and 39 weeks, respectively. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) warranties; (2) allowance for credit losses; (3) inventory reserves; (4) asset impairments, including goodwill, intangible assets and other long-lived assets; (5) customer co-operative advertising; (6) sales returns and allowances; (7) tax positions; (8) deferred tax liabilities; and (9) fair value measurements, including equity awards and warrant and earn-out liabilities. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and estimates on an ongoing basis and may consult outside experts to assist as considered necessary. Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company is an emerging growth company, and, as such, has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Risks and Uncertainties COVID-19 has adversely impacted global supply chain and general economic conditions. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain Company products in distribution channels. The full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition is currently uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations, the utilization and effectiveness of treatments and vaccines, the imposition of effective public safety and other protective measures, the further impact of COVID-19 on the global economy and demand for the Company's products and services. Should the COVID-19 pandemic, including variants such as Delta, not improve or worsen, or if the Company's attempt to mitigate its impact on its supply chain, operations and costs is not successful, the Company's business, results of operations, financial condition and prospects may be adversely affected. 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, 2020. Earnings per Share Earnings per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders' equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders' equity, the warrant must be (a) indexed to the Company's equity and (b) meet the conditions for equity classification in Accounting Standards Codification ("ASC") Subtopic 815-40, Derivatives and Hedging-Contracts in an Entity's Own Equity. If a warrant does not meet the conditions for equity classification, it is carried in the condensed consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statements of comprehensive income as a non-operating expense. If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently remeasured at fair value. Stock-Based Compensation The Company accounts for share-based awards granted to employees and nonemployees under the fair value method prescribed by ASC Subtopic 718-10, Stock Compensation. Stock-based compensation cost is measured based on the estimated grant date fair value of the award and is recognized as expense over the requisite service period. The fair value of stock options is estimated using the Black Scholes option-pricing model. The Company accounts for forfeitures as they occur. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The inputs used to measure fair value are prioritized based on a three-level hierarchy, which are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Pronouncements Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods therein, with early adoption permitted. The ASU will require lessees to report most leases as assets and liabilities on the balance sheet. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation – Retirements Benefits – Defined Benefit Plans – General (Subtopic 715-20). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 with early adoption permitted. This guidance should be applied on a retrospective basis to all periods presented. The ASU will update disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) which is intended to simplify various aspects related to accounting for income taxes. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods therein, with early adoption permitted. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of September 26, 2021, the Company did not adopt any expedients or exceptions under ASU 2020-04. The Company will continue to evaluate the impact of ASU 2020-04 and whether it will apply the optional expedients and exceptions. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Subtopic 470-20). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2023 and interim periods therein, with early adoption permitted as of the beginning of the Company's annual fiscal year. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. INVENTORY Inventories of the Company consisted of the following: September 26, December 31, 2021 2020 Raw materials $ 48,665 $ 44,474 Work-in-process 18,960 12,946 Finished goods 96,718 76,508 $ 164,343 $ 133,928 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment of the Company consisted of the following: September 26, December 31, 2021 2020 Land $ 1,330 $ 1,330 Buildings and improvements 10,123 8,594 Machinery and equipment 47,042 44,690 Construction in process 17,906 8,088 Total property, plant and equipment 76,401 62,702 Less: accumulated depreciation 26,008 18,973 Property, plant and equipment, net $ 50,393 $ 43,729 The Company’s long-lived assets by geographic locations are as follows: September 26, December 31, 2021 2020 United States $ 48,359 $ 42,264 International 2,034 1,465 Total property, plant and equipment, net 50,393 43,729 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The following presents changes to goodwill for the period indicated: For the thirty-nine weeks Balance at December 31, 2020 $ 359,099 Advance Engine Management acquisition 17,426 Classic Instruments acquisition 4,912 Measurement period adjustments* 423 Balance at September 26, 2021 $ 381,860 * See Note 2, " Business Combination and Acquisitions - Simpson Performance Products, Inc. and Advance Engine Management Inc. " Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company's business combinations. The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, not to exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined. Intangible assets consisted of the following: September 26, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 259,907 $ ( 29,878 ) $ 230,029 Tradenames 13,775 ( 3,906 ) 9,869 Technology 26,673 ( 8,469 ) 18,204 Total finite-lived intangible assets $ 300,355 $ ( 42,253 ) $ 258,102 Indefinite-lived intangible assets: Tradenames $ 163,768 — $ 163,768 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 245,274 $ ( 21,819 ) $ 223,455 Tradenames 13,775 ( 3,369 ) 10,406 Technology 24,595 ( 6,674 ) 17,921 Total finite-lived intangible assets $ 283,644 $ ( 31,862 ) $ 251,782 Indefinite-lived intangible assets: Tradenames $ 152,740 — $ 152,740 The following outlines the estimated future amortization expense related to intangible assets held as of September 26, 2021: 2021 (excluding the thirty-nine weeks ended September 26, 2021) $ 3,573 2022 14,202 2023 14,039 2024 13,226 2025 13,189 Thereafter 199,873 Total $ 258,102 |
DEBT
DEBT | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt of the Company consisted of the following: September 26, December 31, 2021 2020 First lien note $ 539,202 $ 541,969 Second lien note 45,000 145,000 Other 4,320 4,701 Less unamortized debt issuance costs ( 12,600 ) ( 16,684 ) 575,922 674,986 Less current portion of long-term debt ( 5,528 ) ( 5,528 ) $ 570,394 $ 669,458 The first lien note totals $ 600,000 , comprising of two parts: a revolving component with maximum borrowings of $ 50,000 , and a $ 550,000 term loan. Interest is based on LIBOR or the prime rate at the Company’s option, plus the applicable margin rate. Interest is due monthly for the prime rate loans and every one to three months for the LIBOR rate loans. The interest rate for the first lien note LIBOR rate loans was 5.1 % and 5.2 % at September 26, 2021 and December 31, 2020 , respectively. There were no prime rate loans as of September 26, 2021 or December 31, 2020 . Principal payments of $ 1,382 are due on a quarterly basis. The note is secured by the assets of the Company and the revolving credit facility matures in October 2023 , while the term loan matures in October 2025 . The note requires that the Company maintain a certain fixed charge coverage ratio. At September 26, 2021, the Company was in compliance with all financial covenants. In addition, the Company had outstanding letters of credit under the note, which totaled $ 1,200 at September 26, 2021 and December 31, 2020. The second lien note totals $ 145,000 . On July 16, 2021, the Company used a portion of the net proceeds from the Business Combination to repay $ 100,000 of the outstanding principal of the second lien note, which resulted in a loss of $ 1,425 from the write-off of unamortized debt issuances costs. Interest is based on LIBOR or the prime rate at the Company’s option, plus the applicable margin rate. Interest is due monthly for the prime rate loans and every one to three months for the LIBOR rate loans. The interest rate for the second lien note LIBOR rate loan was 8.5 % % and 8.7 % at September 26, 2021 and December 31, 2020, respectively. The note is secured by a second lien on the assets of the Company and matures in October 2026. The note requires that the Company maintain a certain fixed charge coverage ratio. At September 26, 2021, the Company was in compliance with all financial covenants. Sentinel Capital Partners Junior Fund I, a related party, holds a portion of the second lien note and the outstanding balance at September 26, 2021 and December 31, 2020 was $ 6,207 and $ 20,000 , respectively. Future maturities of long-term debt and amortization of debt issuance costs as of September 26, 2021 are as follows: Debt Debt Issuance Costs 2021 (remaining three months) $ 2,765 $ 703 2022 5,528 2,899 2023 5,528 3,019 2024 5,528 3,148 2025 519,853 2,746 Thereafter 49,320 85 $ 588,522 $ 12,600 |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company is a party to various lawsuits and claims in the normal course of business. While the lawsuits and claims against the Company cannot be predicted with certainty, management believes that the ultimate resolution of the matters will not have a material effect on the consolidated financial position or results of operations of the Company. In September 2021, the Company experienced a cybersecurity incident. For details regarding this incident, see Part II - Other Information, Item 1A - Risk Factors of this Form 10-Q. 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 September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Beginning balance $ 2,928 $ 2,962 $ 3,989 $ 3,454 Accrued for current year 2,027 3,710 5,462 7,637 Settlement of warranty claims ( 2,310 ) ( 3,176 ) ( 6,806 ) ( 7,595 ) Ending balance $ 2,645 $ 3,496 $ 2,645 $ 3,496 |
LEASE COMMITMENTS
LEASE COMMITMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Leases, Operating [Abstract] | |
LEASE COMMITMENTS | 14. LEASE COMMITMENTS The Company is obligated under various operating leases for manufacturing facilities, equipment and automobiles. Leases have a remaining term of one to ten years some of which have an option to renew. The aggregate future minimum fixed lease obligations under operating leases for the Company as of September 26, 2021, are as follows: 2021 (excluding the thirty-nine weeks ended September 26, 2021) $ 1,705 2022 6,485 2023 5,036 2024 3,679 2025 2,752 Thereafter 11,045 For the 13-week periods ended September 26, 2021 and September 27, 2020, total rent expense under operating leases approximated $ 1,992 and $ 968 , respectively. For the 39-week periods ended September 26, 2021 and September 27, 2020, total rent expense under operating leases approximated $ 5,665 and $ 3,337 , respectively. Taxes, insurance and maintenance expenses relating to all leases are obligations of the Company. |
BUSINESS COMBINATION AND ACQUIS
BUSINESS COMBINATION AND ACQUISITIONS | 9 Months Ended |
Sep. 26, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND ACQUISITIONS | 2. BUSINESS COMBINATION AND ACQUISITIONS BUSINESS COMBINATION On July 16, 2021, Holley consummated the Business Combination pursuant to the terms of the Merger Agreement, whereby Merger Sub I, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Holley Intermediate surviving such merger as a wholly owned subsidiary of Holley (“Merger I”) and (ii) Merger Sub II, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Merger Sub II surviving such merger as a wholly owned subsidiary of Holley (“Merger II”). Pursuant to the Merger Agreement, at the Closing, all outstanding shares of Holley Intermediate common stock as of immediately prior to the effective time of Merger I were cancelled and Holley Parent Holdings, LLC, the sole stockholder of Holley Intermediate (the “Holley Stockholder” or “Parent”), received $ 264,718 in cash and 67,673,884 shares of common stock (at a deemed value of $ 10.00 per share). The Company’s common stock is listed on the NYSE under the symbol “HLLY.” In connection with the Business Combination, a number of subscribers purchased from the Company an aggregate of 24,000,000 shares of common stock (the “PIPE”), for a purchase price of $ 10.00 per share, or $ 240,000 in the aggregate. Per the Merger Agreement, $100,000 of the PIPE proceeds were used to partially pay off Holley’s debt. Pursuant to the Amended and Restated Forward Purchase Agreement (“A&R FPA”), at the Closing, 5,000,000 shares of the Company’s common stock and 1,666,667 warrants were issued to certain investors for an aggregate purchase price of $ 50,000 . Pursuant to the A&R FPA, each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share (the ”Public Warrants”), subject to certain conditions. The Company also assumed 8,333,310 Public Warrants and 4,666,667 private placement warrants (the “Private Warrants”, and together with the Public Warrants, the “Warrants”) upon the Business Combination, all of which were issued in connection with Empower’s initial public offering. Each Warrant represents the right to purchase one share of the Company’s common stock at a price of $ 11.50 per share, subject to certain conditions. The Warrants are exercisable commencing on October 9, 2021 (the one-year anniversary of Empower’s initial public offering) and expire on July 16, 2026 ( five years after the Closing Date). The Public Warrants are listed on the NYSE under the symbol “HLLY WS.” Additionally, Empower Sponsor Holdings LLC (the "Sponsor") may be entitled to receive up to 2,187,500 shares of the Company’s common stock vesting in two equal tranches upon achieving certain market share price milestones as outlined in the Merger Agreement during the earn-out period (“the “Earn-Out Shares”). The Earn-Out Shares will be forfeited if the applicable conditions are not satisfied before July 16, 2028 (seven years after the Closing Date). The earnout is classified as a liability in the condensed consolidated balance sheet and is remeasured at fair value with changes in the post-Business Combination fair value recognized in the Company’s condensed consolidated statement of comprehensive income as non-operating expense. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination was primarily based on current shareholders of Holley having a relative majority of the voting power of the Company, the operations of Holley prior to the acquisition comprising the only ongoing operations of the Company, and senior management of Holley comprising the majority of the senior management of the Company. Under this method of accounting, Empower was treated as the acquired company for financial reporting. Accordingly, the Business Combination was accounted for as the equivalent of Holley issuing stock for the net assets of Empower, accompanied by a recapitalization. The net assets of Empower are stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Holley Intermediate. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares received by the Holley Stockholder. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows for the 39-week period ended September 26, 2021: Recapitalization Cash - Empower's trust and cash (net of redemptions of $ 99,353 and 44,314 ) $ 107,042 Cash - Forward Purchase Agreement 50,000 Cash - PIPE Financing 240,000 Net cash provided by Business Combination and PIPE Financing 397,042 Less: cash consideration paid to Holley Stockholder ( 264,718 ) Net contributions from Business Combination and PIPE Financing $ 132,324 ACQUISITIONS Drake Automotive Group LLC On November 11, 2020 , the Company acquired Drake Automotive Group LLC (“Drake”). The purchase price was $ 49,104 . The Company acquired 100 % of the outstanding member units of Drake. The Company purchased Drake in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired consisted of cash payments of $ 47,104 plus an earn-out value of $ 2,000 . The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $ 32,441 . The goodwill arising from the acquisition is primarily due to Drake’s strong market position. The goodwill and intangibles generated as a result of this acquisition are deductible for income tax purposes. The purchase price was funded from the proceeds of debt and cash on hand. The purchase agreement included a potential contingent payment based on 2020 performance. The seller could earn up to an additional $ 2,000 . The fair value of this contingent payment was determined to be $ 2,000 based on the likelihood of achieving the required financial performance at the time of the valuation. The earn-out payment of $2,000 was paid in March 2021. 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: Cash $ 205 Accounts receivable 3,947 Inventory 14,198 Property, plant and equipment 1,296 Other assets 189 Tradenames 7,715 Customer relationships 17,175 Goodwill 7,551 Accounts payable ( 2,524 ) Accrued liabilities ( 648 ) $ 49,104 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 $ 4,155 . Simpson Performance Products, Inc. On November 16, 2020 , the Company acquired Simpson Performance Products, Inc. (“Simpson”). The purchase price was $ 117,409 . The Company acquired 100 % of the outstanding common stock of Simpson. The Company purchased Simpson in order to acquire strong brands in the automotive safety solutions market. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired consisted of cash payments of $ 110,209 and an earnout initially valued at $ 7,200 . The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $ 107,618 . The goodwill arising from the acquisition is primarily due to Simpson’s strong market position. The goodwill and intangibles generated as a result of this acquisition are not deductible for income tax purposes. The purchase price was funded from the proceeds of debt and cash on hand. The purchase agreement included a potential contingent payment based on the performance for the twelve months ended October 3, 2021. The seller could earn up to an additional $ 25,000 . The fair value of this contingent payment was initially determined to be $ 7,200 using the “Bull Call” option strategy utilizing the option values from the Black-Scholes Option Pricing Model. Based on actual performance and updated projections of Simpson’s performance for the earn-out period, the fair value of the contingent payment was determined to be $ 24,373 as of March 28, 2021. Therefore, during the thirteen weeks ended March 28, 2021, an adjustment of $ 17,173 was recorded as expense, which is recognized in acquisition and restructuring costs in the condensed consolidated statement of comprehensive income for the 39-week period ended September 26, 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 finished goods inventory, 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: November 16, 2020 (as initially reported) Measurement Period Adjustments November 16, 2020 (as adjusted) Cash $ 7,715 $ — $ 7,715 Accounts receivable 3,894 — 3,894 Inventory 19,265 ( 770 ) 18,495 Property, plant and equipment 5,952 — 5,952 Other assets 1,613 — 1,613 Tradenames 23,980 — 23,980 Customer relationships 28,770 — 28,770 Patents 2,720 — 2,720 Goodwill 51,305 843 52,148 Accounts payable ( 2,483 ) — ( 2,483 ) Accrued liabilities ( 7,787 ) — ( 7,787 ) Deferred tax liability ( 12,993 ) — ( 12,993 ) Debt ( 4,615 ) — ( 4,615 ) $ 117,336 $ 73 $ 117,409 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 10 years based on the weighted average remaining life of the patent portfolio. The contractual value of the accounts receivable acquired was $ 3,894 . Detroit Speed, Inc. On December 18, 2020 , the Company acquired Detroit Speed, Inc. (“Detroit Speed”). The purchase price was $ 11,297 . The Company acquired substantially all of the assets and liabilities of Detroit Speed. The Company purchased Detroit Speed in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired includes cash payments of $ 9,297 and Class A Units of Parent of $ 2,000 . The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $ 4,323 . The goodwill arising from the acquisition is primarily due to Detroit Speed’s strong market position. The goodwill and intangibles generated as a result of this acquisition are partially deductible for income tax purposes. The purchase price was funded from cash on hand and distribution of Class A Units of Parent. 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: Cash $ 1,784 Accounts receivable 418 Inventory 3,478 Property, plant and equipment 3,040 Other assets 215 Tradenames 1,127 Customer relationships 560 Goodwill 2,636 Accounts payable ( 668 ) Accrued liabilities ( 1,019 ) Deferred tax liability ( 274 ) $ 11,297 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 10 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 $ 418 . Advance Engine Management Inc. On April 14, 2021 , the Company acquired Advance Engine Management Inc. doing business as AEM Performance Electronics (“AEM”). The purchase price was cash consideration of $ 51,243 . The Company acquired substantially all of the assets and liabilities of AEM. The Company purchased AEM in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $ 44,906 . The goodwill arising from the acquisition is primarily due to AEM’s strong market position. The goodwill and intangibles generated as a result of this acquisition are deductible for income tax purposes. The purchase price was funded from cash on hand. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed was adjusted to reflect the final fair value estimate of acquired assets and liabilities, as noted below. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 (as initially reported) Measurement Period Adjustments April 14, 2021 (as adjusted) Accounts receivable $ 3,454 $ ( 61 ) $ 3,393 Inventory 3,892 — 3,892 Property, plant and equipment 1,342 — 1,342 Other assets 493 ( 91 ) 402 Tradenames 10,760 — 10,760 Customer relationships 14,640 — 14,640 Patents 1,970 — 1,970 Technology intangibles 110 — 110 Goodwill 17,426 ( 420 ) 17,006 Accounts payable ( 2,032 ) 110 ( 1,922 ) Accrued liabilities ( 489 ) 139 ( 350 ) $ 51,566 $ ( 323 ) $ 51,243 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years. The fair value of the acquired tradenames and patents intangible assets were estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The patents are being amortized over 13 years based on the weighted average remaining life of the patent portfolio. The contractual value of the accounts receivable acquired was $ 3,454 . The Company’s results for the 13-week and 39-week periods ended September 26, 2021 include $ 5,904 and $ 11,341 of net sales, respectively, and $ 896 and $ 1,583 of net income, respectively, from AEM since the date of acquisition. The Company incurred transaction costs in the amount of $ 46 and $ 2,251 , which are reflected in operating expenses in the 13-week and 39-week periods ended September 26, 2021, respectively. The following table provides the unaudited consolidated pro forma results for the periods presented as if AEM had been acquired as of January 1, 2020. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Pro forma net sales $ 159,673 $ 140,195 $ 521,836 $ 384,237 Pro forma net income ( 30,200 ) 15,045 ( 6,906 ) 33,195 The pro forma results include the effects of the amortization of purchased intangible assets and acquired inventory step-up. The pro forma results are based upon unaudited financial information of the acquired entity and are presented for informational purposes only and are not necessarily indicative of the results of future operations or the results that would have occurred had the acquisitions taken place in the periods noted. Finspeed LLC On May 24, 2021 , the Company acquired Finspeed LLC (“Finspeed”). The purchase price was cash consideration of $ 2,505 . The Company acquired substantially all of the assets and liabilities of Finspeed. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The acquisition resulted in non-amortizable intangibles of $ 268 . The purchase price was funded from cash on hand. Classic Instruments LLC On August 31, 2021 , the Company acquired Classic Instruments LLC ("Classic Instruments"). The purchase price was cash consideration of $ 6,120 . The Company acquired substantially all of the assets and liabilities of Classic Instruments. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Classic Instruments. The acquisition resulted in intangibles and goodwill of approximately $ 4,912 . The purchase price was funded from cash on hand. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 9 Months Ended |
Sep. 26, 2021 | |
Warrant Liability [Abstract] | |
COMMON STOCK WARRANTS | 7. COMMON STOCK WARRANTS Upon the Closing, there were 14,666,644 Warrants, consisting of 9,999,977 Public Warrants and 4,666,667 Private Warrants, outstanding to purchase shares of the Company's common stock that were issued by Empower prior to the Business Combination. Each warrant entitles the registered holder to purchase one share of the Company's common stock at a price of $ 11.50 per share, subject to adjustments, commencing on October 9, 2021 (the one-year anniversary of Empower’s initial public offering), provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. The Warrants may be exercised only for a whole number of shares of the Company’s common stock. The Warrants expire on July 16, 2026 , the date that is five years after the Closing date, or earlier upon redemption or liquidation. Additionally, the Private Warrants will be non-redeemable and are exercisable on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees. If the Private Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants at a price of $ 0.01 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $ 18.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, the Warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any such exercise requires the Warrant holder to pay the exercise price for each Warrant being exercised. Further, the Company may redeem the Public Warrants at a price of $ 0.10 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $ 10.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given. Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis and receive that number of shares of the Company’s common stock as determined by reference to a table in the warrant agreement. If a registration statement is not effective within 60 days following the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Company’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented as warrant liability on the balance sheet. The warrant liability was measured at fair value at inception and on a recurring basis, with changes in fair value recognized as non-operating expense. As of September 26, 2021, a warrant liability with a fair value of $ 45,986 was reflected as a long-term liability in the condensed consolidated balance sheet, and a $ 17,273 increase in the fair value of the warrant liability was reflected as change in fair value of warrant liability in the condensed consolidated statements of comprehensive income for the 13-week and 39-week periods ended September 26, 2021 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company’s financial liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measured as of September 26, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 30,400 $ — $ — $ 30,400 Warrant liability (Private) — — 15,586 15,586 Acquisition contingent consideration — — 24,373 24,373 Earn-out liability — — 24,588 24,588 Total fair value $ 30,400 $ — $ 64,547 $ 94,947 As of September 26, 2021, the Company's derivative liabilities for its private and public warrants, the earn-out liability (see Note 2, “ Business Combination and Acquisitions,” for more details), and the acquisition contingent consideration payable are measured at fair value on a recurring basis. The fair value for the private warrants, earn-out liability, and acquisition contingent consideration payable are determined based on significant inputs not observable in the market (Level 3). The valuation of the Level 3 liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company uses a Monte Carlo simulation model to estimate the fair value of its private warrants and earn-out liability. The fair value of the public warrants is determined using publicly traded prices (Level 1). Changes in the fair value of the derivative liabilities related to warrants and the earn-out liability are recognized as non-operating expense in the condensed consolidated statements of comprehensive income. Changes in the fair value of acquisition contingent consideration payable are recognized as acquisition and restructuring costs in the condensed consolidated statements of comprehensive income. The fair value of private warrants was estimated as of September 26, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.21 Strike price $ 11.50 Remaining life 4.81 years Expected dividend $ - Risk-free interest rate 0.93 % Price threshold $ 18.00 The fair value of the earn-out liability was estimated as of September 26, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.21 Expected term 6.81 years Expected volatility 38.24 % Risk-free interest rate 1.25 % Price hurdle 1 $ 13.00 Price hurdle 2 $ 15.00 As of September 26, 2021 and December 31, 2020, the Company has accounts receivable, accounts payable and accrued expenses for which the carrying value approximates fair value due to the short-term nature of these instruments. The carrying value of the Company’s long-term debt approximates fair value as the rates used approximate the market rates currently available to the Company. Fair value measurements used in the impairment reviews of goodwill and intangible assets are Level 3 measurements. The reconciliation of changes in Level 3 during the 13-week and 39-week periods ended September 26, 2021 is as follows: For the thirty-nine weeks ended September 26, 2021 Private Warrants Acquisition Contingent Consideration Earn-Out Liability Total Balance on December 31, 2020 $ — $ 9,200 $ — $ 9,200 Cash paid for contingent consideration — ( 2,000 ) — ( 2,000 ) Liabilities assumed in recapitalization 9,613 — 17,722 27,335 Losses included in earnings 5,973 17,173 6,866 30,012 Balance on September 26, 2021 $ 15,586 $ 24,373 $ 24,588 $ 64,547 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 26, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 9. REVENUE The principal activity from which the Company generates its revenue is the manufacturing and distribution of after-market automotive parts for its customers, comprised of resellers and end users. The Company recognizes revenue at a point in time, rather than over time, as the performance obligation is satisfied when customer obtains control of the product upon title transfer and not as the product is manufactured or developed. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates, co-op advertising, etc.). The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs incurred after control of the product is transferred to our customers are treated as fulfillment costs and not a separate performance obligation. The Company allows customers to return products when certain Company-established criteria are met. These sales returns are recorded as a charge against gross sales in the period in which the related sales are recognized, net of returns to stock. Returned products, which are recorded as inventories, are valued at the lower of cost or net realizable value. The physical condition and marketability of the returned products are the major factors considered in estimating realizable value. The Company also estimates expected sales returns and records the necessary adjustment as a charge against gross sales. The Company’s payment terms with customers are customary and vary by customer and geography but typically range from 30 to 365 days. The Company elected the practical expedient to disregard the possible existence of a significant financing component related to payment on contracts, as the Company expects that customers will pay for the products within one year. The Company has evaluated the terms of our arrangements and determined that they do not contain significant financing components. Additionally, as all contracts with customers have an expected duration of one year or less, the Company has elected the practical expedient to exclude disclosure of information regarding the aggregate amount and future timing of performance obligations that are unsatisfied or partially satisfied as of the end of the reporting period. The Company provides limited warranties on most of its products against certain manufacturing and other defects. Provisions for estimated expenses related to product warranty are made at the time products are sold. Refer to Note 16 for more information. The following table summarizes total revenue by product category: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Electronic systems $ 77,199 $ 70,371 $ 241,474 $ 197,493 Mechanical systems 37,026 29,383 118,295 85,218 Exhaust 16,971 18,905 59,587 53,062 Accessories 14,384 14,648 45,403 29,987 Safety 14,093 — 48,287 — Total sales $ 159,673 $ 133,307 $ 513,046 $ 365,760 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 September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 United States $ 155,626 $ 133,307 $ 501,196 $ 365,760 Italy 4,047 — 11,850 — Total sales $ 159,673 $ 133,307 $ 513,046 $ 365,760 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company's effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Income tax expense $ ( 3,301 ) $ 5,512 $ 7,255 $ 9,656 Effective tax rates 9.9 % 28.9 % nm 23.8 % nm - not meaningful For the 13-week periods ended September 26, 2021 and September 27, 2020, the Company’s effective tax rates of 9.9 % and 28.9 % , respectively differed from the 21 % federal statutory rate primarily due to permanent differences. For the 39-week period ended September 26, 2021, the Company recognized tax expense on a net loss for the period due to permanent differences related to the Business Combination and the increase in the Simpson earn-out liability recognized during the thirteen weeks ended March 28, 2021. For the 39-week period ended September 27, 2020, the Company’s effective tax rate of 23.8 % differed from the 21 % federal statutory rate primarily due to permanent differences. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 26, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Numerator: Net income $ ( 30,200 ) $ 13,543 $ ( 9,158 ) $ 30,904 Denominator: Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Dilutive effect of potential common shares - - - - Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Earnings per share: Basic $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 Diluted $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 The following outstanding shares of common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Anti-dilutive shares excluded Warrants 14,666,644 — 14,666,644 — Stock options 1,394,008 — 1,394,008 — Restricted stock units 658,891 — 658,891 — Earn-out shares 2,187,500 — 2,187,500 — Total anti-dilutive shares 18,907,043 — 18,907,043 — |
BENEFIT PLANS
BENEFIT PLANS | 9 Months Ended |
Sep. 26, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | 12. BENEFIT PLANS The following summarizes the components of net periodic benefit cost for the defined benefit pension plan: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Components of Expense: Service cost $ 35 $ 40 $ 107 $ 120 Interest cost 38 48 114 144 Expected return on plan ( 58 ) ( 64 ) ( 180 ) ( 192 ) Amortization of net loss 9 — 19 — Net periodic benefit cost $ 24 $ 24 $ 60 $ 72 The Company made matching contributions totaling $ 1,019 and $ 757 to our 401(k) plan during the 13-week periods ended September 26, 2021 and September 27, 2020, respectively. The Company made matching contributions totaling $ 2,020 and $ 1,558 to our 401(k) plan during the 39-week periods ended September 26, 2021 and September 27, 2020, respectively. The Company made contributions of $ 300 and $ 294 to our defined benefit pension plan during the 13-week periods ended September 26, 2021 and September 27, 2020, respectively. The Company made contributions of $ 417 and $ 477 to our defined benefit pension plan during the 39-week periods ended September 26, 2021 and September 27, 2020 , respectively. |
EQUITY-BASED COMPENSATION PLANS
EQUITY-BASED COMPENSATION PLANS | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION PLANS | 13. EQUITY-BASED COMPENSATION PLANS In 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”), which provides for the grant of restricted stock awards, incentive and nonqualified stock options, and other share based awards to employees, directors and non-employees. The 2021 Plan authorized 8,850,000 new shares of the Company’s common stock to be available for award grants. As of September 26, 2021, 6,797,101 shares of common stock remained available for future issuance under the 2021 Plan. Equity-based compensation expense included the following components: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Stock options $ 376 $ — $ 376 $ — Profit interest units 2,110 121 2,372 356 All equity-based compensation expense is recorded in selling, general and administrative costs in the condensed consolidated statements of comprehensive income. Stock Options Stock option grants have an exercise price at least equal to the market value of the underlying common stock on the date of grant, have ten-year terms, and vest ratably over three years of continued employment. In general, vested options expire if not exercised at termination of service. On July 16, 2021, the Company granted 1,394,008 options to purchase shares of the Company’s common stock to key employees. These stock options had a weighted-average grant date fair value $ 3.88 per share and remain outstanding and unvested as of September 26, 2021. 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 September 26, 2021, there was $ 5,033 of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a remaining weighted-average period of 2.8 years. The fair value of each stock option granted on July 16, 2021 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: Weighted-average expected term 6.0 Expected volatility 40.3 % Expected dividend $ — Risk-free interest rate 0.94 % The expected term has been estimated using a simplified method, which calculates the expected term as the mid-point between the vesting date and the contractual life of the awards since the Company does not have an extended history of actual exercises. The expected dividend yield is assumed to be zero since the Company has never paid dividends and does not have current plans to pay any dividends. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options. Expected volatility is based on an evenly weighted blend of implied volatility and historical volatility of publicly-traded peer companies since the Company has limited historical volatility. Restricted Stock Units Restricted stock units (“RSUs”) vest ratably over one to three years from the anniversary of the Closing Date, or July 16, 2021, and expire ten years from the date of grant. The fair value of a RSU at the grant date is equal to the market price of the Company’s common stock on the grant date. On September 23, 2021, the Company granted 658,891 RSUs to key employees and directors. These RSUs had a weighted-average grant date fair value of $ 12.06 per unit and remain outstanding and unvested as of September 26, 2021. Compensation expense for RSUs is recorded based on amortization of the grant date fair market value over the period the restrictions lapse, As of September 26, 2021, there was $ 7,946 of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a remaining weighted average period of 2.5 years. Profit Interest Units The Holley Stockholder made grants of 8,445 and 5,932 profit interest units (“PIUs”) to certain employees of the Company during the thirty-nine week periods ended September 26, 2021, and September 27, 2020 , respectively. PIUs are a special type of limited liability company equity unit that allows the recipient to potentially participate in a future increase in the value of the Company. PIUs are issued for no consideration and generally provide for vesting over the requisite service period, subject to the recipient remaining an employee of the Company through each vesting date. The 2020 grants included 4,507 PIUs that contained certain performance vesting criteria related to the attainment of specified levels of return for certain other investors in Holley Stockholder. The weighted-average grant date fair value of these performance-based PIUs was $ 0.27 per unit. No expense has been recorded for the performance-based PIUs as meeting the necessary performance conditions for vesting is not considered probable. As of September 26, 2021 , there were 36,045 unvested PIUs with a weighted average grant date fair value of $ 0.64 . During the 39-week periods ended September 26, 2021 and September 27, 2020 , 2,169 and 1,228 PIUs were fully vested, respectively, with a total grant-date fair value of $ 2,110 and $ 356 in 2021 and 2020, respectively. As of September 26, 2021 , there was $ 15,999 of total unrecognized compensation cost related to unvested time-based PIUs that is expected to be recognized over a remaining weighted-average period of 1.9 years. During the 39-week period ended September 26, 2021 , 2,614 PIUs were forfeited. |
ACQUISITION, RESTRUCTURING AND
ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquistion, Reconstructuring and Management Fee Cost | 15. ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS The following table summarizes total acquisition, restructuring and management fee costs: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Acquisitions (1) $ 204 $ 137 $ 3,415 $ 1,301 Restructuring (2) 140 955 1,265 4,323 Management fees (3) 23,274 894 25,813 2,665 Earn out adjustment (4) — — 17,173 — Total acquisition, restructuring $ 23,618 $ 1,986 $ 47,666 $ 8,289 (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, including a fee of $ 23,275 paid in the 13-week period ended September 26, 2021 upon the Closing of the Business Combination . (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company is a party to various lawsuits and claims in the normal course of business. While the lawsuits and claims against the Company cannot be predicted with certainty, management believes that the ultimate resolution of the matters will not have a material effect on the consolidated financial position or results of operations of the Company. In September 2021, the Company experienced a cybersecurity incident. For details regarding this incident, see Part II - Other Information, Item 1A - Risk Factors of this Form 10-Q. 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 September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Beginning balance $ 2,928 $ 2,962 $ 3,989 $ 3,454 Accrued for current year 2,027 3,710 5,462 7,637 Settlement of warranty claims ( 2,310 ) ( 3,176 ) ( 6,806 ) ( 7,595 ) Ending balance $ 2,645 $ 3,496 $ 2,645 $ 3,496 |
DESCRIPTION OF THE BUSINESS, BA
DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION, AND SUMMARY ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or “GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Holley Intermediate Holdings, Inc. audited consolidated financial statements and notes thereto for the year ended December 31, 2020, as filed with the SEC in the Company’s prospectus filed pursuant to Rule 424(b)(3) on July 28, 2021. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. The Company operates on a calendar year that ends on December 31, 2021 and 2020. The three and nine month periods ended September 26, 2021 and September 27, 2020 each included 13 weeks and 39 weeks, respectively. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) warranties; (2) allowance for credit losses; (3) inventory reserves; (4) asset impairments, including goodwill, intangible assets and other long-lived assets; (5) customer co-operative advertising; (6) sales returns and allowances; (7) tax positions; (8) deferred tax liabilities; and (9) fair value measurements, including equity awards and warrant and earn-out liabilities. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and estimates on an ongoing basis and may consult outside experts to assist as considered necessary. |
Emerging Growth Company Status | Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company is an emerging growth company, and, as such, has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. |
Warrants | The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders' equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders' equity, the warrant must be (a) indexed to the Company's equity and (b) meet the conditions for equity classification in Accounting Standards Codification ("ASC") Subtopic 815-40, Derivatives and Hedging-Contracts in an Entity's Own Equity. If a warrant does not meet the conditions for equity classification, it is carried in the condensed consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statements of comprehensive income as a non-operating expense. If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently remeasured at fair value. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based awards granted to employees and nonemployees under the fair value method prescribed by ASC Subtopic 718-10, Stock Compensation. Stock-based compensation cost is measured based on the estimated grant date fair value of the award and is recognized as expense over the requisite service period. The fair value of stock options is estimated using the Black Scholes option-pricing model. The Company accounts for forfeitures as they occur. |
Earnings per Share | Earnings per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. |
Risks and Uncertainties | Risks and Uncertainties COVID-19 has adversely impacted global supply chain and general economic conditions. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain Company products in distribution channels. The full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition is currently uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations, the utilization and effectiveness of treatments and vaccines, the imposition of effective public safety and other protective measures, the further impact of COVID-19 on the global economy and demand for the Company's products and services. Should the COVID-19 pandemic, including variants such as Delta, not improve or worsen, or if the Company's attempt to mitigate its impact on its supply chain, operations and costs is not successful, the Company's business, results of operations, financial condition and prospects may be adversely affected. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The inputs used to measure fair value are prioritized based on a three-level hierarchy, which are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Pronouncements Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods therein, with early adoption permitted. The ASU will require lessees to report most leases as assets and liabilities on the balance sheet. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation – Retirements Benefits – Defined Benefit Plans – General (Subtopic 715-20). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 with early adoption permitted. This guidance should be applied on a retrospective basis to all periods presented. The ASU will update disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) which is intended to simplify various aspects related to accounting for income taxes. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods therein, with early adoption permitted. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of September 26, 2021, the Company did not adopt any expedients or exceptions under ASU 2020-04. The Company will continue to evaluate the impact of ASU 2020-04 and whether it will apply the optional expedients and exceptions. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Subtopic 470-20). The ASU is effective for the Company for annual reporting periods beginning after December 15, 2023 and interim periods therein, with early adoption permitted as of the beginning of the Company's annual fiscal year. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Numerator: Net income $ ( 30,200 ) $ 13,543 $ ( 9,158 ) $ 30,904 Denominator: Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Dilutive effect of potential common shares - - - - Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Earnings per share: Basic $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 Diluted $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 |
BUSINESS COMBINATION AND ACQU_2
BUSINESS COMBINATION AND ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Business Acquisition [Line Items] | |
Summary of reconciles elements of business combination to cash flows | The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows for the 39-week period ended September 26, 2021: Recapitalization Cash - Empower's trust and cash (net of redemptions of $ 99,353 and 44,314 ) $ 107,042 Cash - Forward Purchase Agreement 50,000 Cash - PIPE Financing 240,000 Net cash provided by Business Combination and PIPE Financing 397,042 Less: cash consideration paid to Holley Stockholder ( 264,718 ) Net contributions from Business Combination and PIPE Financing $ 132,324 |
Drake Automotive Group LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: Cash $ 205 Accounts receivable 3,947 Inventory 14,198 Property, plant and equipment 1,296 Other assets 189 Tradenames 7,715 Customer relationships 17,175 Goodwill 7,551 Accounts payable ( 2,524 ) Accrued liabilities ( 648 ) $ 49,104 |
Simpson Performance Products, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: November 16, 2020 (as initially reported) Measurement Period Adjustments November 16, 2020 (as adjusted) Cash $ 7,715 $ — $ 7,715 Accounts receivable 3,894 — 3,894 Inventory 19,265 ( 770 ) 18,495 Property, plant and equipment 5,952 — 5,952 Other assets 1,613 — 1,613 Tradenames 23,980 — 23,980 Customer relationships 28,770 — 28,770 Patents 2,720 — 2,720 Goodwill 51,305 843 52,148 Accounts payable ( 2,483 ) — ( 2,483 ) Accrued liabilities ( 7,787 ) — ( 7,787 ) Deferred tax liability ( 12,993 ) — ( 12,993 ) Debt ( 4,615 ) — ( 4,615 ) $ 117,336 $ 73 $ 117,409 |
Detroit Speed, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: Cash $ 1,784 Accounts receivable 418 Inventory 3,478 Property, plant and equipment 3,040 Other assets 215 Tradenames 1,127 Customer relationships 560 Goodwill 2,636 Accounts payable ( 668 ) Accrued liabilities ( 1,019 ) Deferred tax liability ( 274 ) $ 11,297 |
Advance Engine Management Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 (as initially reported) Measurement Period Adjustments April 14, 2021 (as adjusted) Accounts receivable $ 3,454 $ ( 61 ) $ 3,393 Inventory 3,892 — 3,892 Property, plant and equipment 1,342 — 1,342 Other assets 493 ( 91 ) 402 Tradenames 10,760 — 10,760 Customer relationships 14,640 — 14,640 Patents 1,970 — 1,970 Technology intangibles 110 — 110 Goodwill 17,426 ( 420 ) 17,006 Accounts payable ( 2,032 ) 110 ( 1,922 ) Accrued liabilities ( 489 ) 139 ( 350 ) $ 51,566 $ ( 323 ) $ 51,243 |
Summary of pro forma information | The following table provides the unaudited consolidated pro forma results for the periods presented as if AEM had been acquired as of January 1, 2020. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Pro forma net sales $ 159,673 $ 140,195 $ 521,836 $ 384,237 Pro forma net income ( 30,200 ) 15,045 ( 6,906 ) 33,195 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories of the Company consisted of the following: September 26, December 31, 2021 2020 Raw materials $ 48,665 $ 44,474 Work-in-process 18,960 12,946 Finished goods 96,718 76,508 $ 164,343 $ 133,928 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Property, plant and equipment of the Company consisted of the following: September 26, December 31, 2021 2020 Land $ 1,330 $ 1,330 Buildings and improvements 10,123 8,594 Machinery and equipment 47,042 44,690 Construction in process 17,906 8,088 Total property, plant and equipment 76,401 62,702 Less: accumulated depreciation 26,008 18,973 Property, plant and equipment, net $ 50,393 $ 43,729 |
Schedule of long-lived assets by geographic locations | The Company’s long-lived assets by geographic locations are as follows: September 26, December 31, 2021 2020 United States $ 48,359 $ 42,264 International 2,034 1,465 Total property, plant and equipment, net 50,393 43,729 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Goodwill | The following presents changes to goodwill for the period indicated: For the thirty-nine weeks Balance at December 31, 2020 $ 359,099 Advance Engine Management acquisition 17,426 Classic Instruments acquisition 4,912 Measurement period adjustments* 423 Balance at September 26, 2021 $ 381,860 |
Summary Of Intangible Assets | Intangible assets consisted of the following: September 26, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 259,907 $ ( 29,878 ) $ 230,029 Tradenames 13,775 ( 3,906 ) 9,869 Technology 26,673 ( 8,469 ) 18,204 Total finite-lived intangible assets $ 300,355 $ ( 42,253 ) $ 258,102 Indefinite-lived intangible assets: Tradenames $ 163,768 — $ 163,768 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Customer relationships $ 245,274 $ ( 21,819 ) $ 223,455 Tradenames 13,775 ( 3,369 ) 10,406 Technology 24,595 ( 6,674 ) 17,921 Total finite-lived intangible assets $ 283,644 $ ( 31,862 ) $ 251,782 Indefinite-lived intangible assets: Tradenames $ 152,740 — $ 152,740 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following outlines the estimated future amortization expense related to intangible assets held as of September 26, 2021: 2021 (excluding the thirty-nine weeks ended September 26, 2021) $ 3,573 2022 14,202 2023 14,039 2024 13,226 2025 13,189 Thereafter 199,873 Total $ 258,102 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt of the Company consisted of the following: September 26, December 31, 2021 2020 First lien note $ 539,202 $ 541,969 Second lien note 45,000 145,000 Other 4,320 4,701 Less unamortized debt issuance costs ( 12,600 ) ( 16,684 ) 575,922 674,986 Less current portion of long-term debt ( 5,528 ) ( 5,528 ) $ 570,394 $ 669,458 |
Future maturities of long-term debt and amortization of debt issuance cost | Future maturities of long-term debt and amortization of debt issuance costs as of September 26, 2021 are as follows: Debt Debt Issuance Costs 2021 (remaining three months) $ 2,765 $ 703 2022 5,528 2,899 2023 5,528 3,019 2024 5,528 3,148 2025 519,853 2,746 Thereafter 49,320 85 $ 588,522 $ 12,600 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of value assets and liabilities measured on recurring basis | The Company’s financial liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measured as of September 26, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 30,400 $ — $ — $ 30,400 Warrant liability (Private) — — 15,586 15,586 Acquisition contingent consideration — — 24,373 24,373 Earn-out liability — — 24,588 24,588 Total fair value $ 30,400 $ — $ 64,547 $ 94,947 |
Summary of Assumptions for Estimated Fair Value Using Monte Carlo Simulation Model | The fair value of private warrants was estimated as of September 26, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.21 Strike price $ 11.50 Remaining life 4.81 years Expected dividend $ - Risk-free interest rate 0.93 % Price threshold $ 18.00 The fair value of the earn-out liability was estimated as of September 26, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.21 Expected term 6.81 years Expected volatility 38.24 % Risk-free interest rate 1.25 % Price hurdle 1 $ 13.00 Price hurdle 2 $ 15.00 |
Reconciliation of changes | The reconciliation of changes in Level 3 during the 13-week and 39-week periods ended September 26, 2021 is as follows: For the thirty-nine weeks ended September 26, 2021 Private Warrants Acquisition Contingent Consideration Earn-Out Liability Total Balance on December 31, 2020 $ — $ 9,200 $ — $ 9,200 Cash paid for contingent consideration — ( 2,000 ) — ( 2,000 ) Liabilities assumed in recapitalization 9,613 — 17,722 27,335 Losses included in earnings 5,973 17,173 6,866 30,012 Balance on September 26, 2021 $ 15,586 $ 24,373 $ 24,588 $ 64,547 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Product Category | The following table summarizes total revenue by product category: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Electronic systems $ 77,199 $ 70,371 $ 241,474 $ 197,493 Mechanical systems 37,026 29,383 118,295 85,218 Exhaust 16,971 18,905 59,587 53,062 Accessories 14,384 14,648 45,403 29,987 Safety 14,093 — 48,287 — Total sales $ 159,673 $ 133,307 $ 513,046 $ 365,760 |
Summary of Revenue Based on Geographic Location | The following table summarizes total revenue based on geographic location from which the product is shipped: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 United States $ 155,626 $ 133,307 $ 501,196 $ 365,760 Italy 4,047 — 11,850 — Total sales $ 159,673 $ 133,307 $ 513,046 $ 365,760 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision and Effective tax rates | Significant judgment is required in determining the effective tax rate and in evaluating tax positions. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Income tax expense $ ( 3,301 ) $ 5,512 $ 7,255 $ 9,656 Effective tax rates 9.9 % 28.9 % nm 23.8 % nm - not meaningful |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Numerator: Net income $ ( 30,200 ) $ 13,543 $ ( 9,158 ) $ 30,904 Denominator: Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Dilutive effect of potential common shares - - - - Weighted average common 106,285,072 67,673,884 80,735,661 67,673,884 Earnings per share: Basic $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 Diluted $ ( 0.28 ) $ 0.20 $ ( 0.11 ) $ 0.46 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Anti-dilutive shares excluded Warrants 14,666,644 — 14,666,644 — Stock options 1,394,008 — 1,394,008 — Restricted stock units 658,891 — 658,891 — Earn-out shares 2,187,500 — 2,187,500 — Total anti-dilutive shares 18,907,043 — 18,907,043 — |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Retirement Benefits [Abstract] | |
Summarizes the Components of Net Periodic Benefit Cost | The following summarizes the components of net periodic benefit cost for the defined benefit pension plan: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Components of Expense: Service cost $ 35 $ 40 $ 107 $ 120 Interest cost 38 48 114 144 Expected return on plan ( 58 ) ( 64 ) ( 180 ) ( 192 ) Amortization of net loss 9 — 19 — Net periodic benefit cost $ 24 $ 24 $ 60 $ 72 |
EQUITY-BASED COMPENSATION PLA_2
EQUITY-BASED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Equity-based compensation expense | Equity-based compensation expense included the following components: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Stock options $ 376 $ — $ 376 $ — Profit interest units 2,110 121 2,372 356 |
Schedule Of Share-Based Payment Award Stock Options Valuation using Black-Scholes option pricing model | The fair value of each stock option granted on July 16, 2021 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: Weighted-average expected term 6.0 Expected volatility 40.3 % Expected dividend $ — Risk-free interest rate 0.94 % |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases | The aggregate future minimum fixed lease obligations under operating leases for the Company as of September 26, 2021, are as follows: 2021 (excluding the thirty-nine weeks ended September 26, 2021) $ 1,705 2022 6,485 2023 5,036 2024 3,679 2025 2,752 Thereafter 11,045 |
Acquisition, restructuring an_2
Acquisition, restructuring and management fee costs (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summarizes of total acquisition, restructuring and management fee costs | The following table summarizes total acquisition, restructuring and management fee costs: For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Acquisitions (1) $ 204 $ 137 $ 3,415 $ 1,301 Restructuring (2) 140 955 1,265 4,323 Management fees (3) 23,274 894 25,813 2,665 Earn out adjustment (4) — — 17,173 — Total acquisition, restructuring $ 23,618 $ 1,986 $ 47,666 $ 8,289 (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, including a fee of $ 23,275 paid in the 13-week period ended September 26, 2021 upon the Closing of the Business Combination . (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrual For Product Warranties | The following table provides the changes in the Company's accrual for product warranties, which is classified as a component of accrued liabilities in the condensed consolidated balance sheets. For the thirteen weeks ended For the thirty-nine weeks ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Beginning balance $ 2,928 $ 2,962 $ 3,989 $ 3,454 Accrued for current year 2,027 3,710 5,462 7,637 Settlement of warranty claims ( 2,310 ) ( 3,176 ) ( 6,806 ) ( 7,595 ) Ending balance $ 2,645 $ 3,496 $ 2,645 $ 3,496 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - $ / shares | Sep. 26, 2021 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Schedule of basic and diluted loss per common share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 26, 2021 | Jun. 27, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Numerator: | ||||||||
Net Income (Loss) Attributable to Parent | $ (30,200) | $ 23,098 | $ (2,056) | $ 13,543 | $ 12,509 | $ 4,852 | $ (9,158) | $ 30,904 |
Denominator: Weighted Average | ||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 |
Business Combination and Acqu_3
Business Combination and Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Jul. 16, 2021 | May 24, 2021 | Apr. 14, 2021 | Dec. 18, 2020 | Nov. 16, 2020 | Nov. 11, 2020 | Sep. 26, 2021 | Mar. 28, 2021 | Sep. 26, 2021 | Oct. 09, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Common stock, share issued | 115,805,639 | 115,805,639 | 67,673,884 | |||||||||
Warrant price per share | $ 11.50 | |||||||||||
Purchase of warrants (in Shares) | 1 | |||||||||||
Cash payment of business combination | $ 264,718 | |||||||||||
Transaction costs | $ 44,314 | $ 44,314 | ||||||||||
IPO [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrants expiration term | 5 years | |||||||||||
Warrant price per share | $ 11.50 | |||||||||||
Warrants Expire Date | Jul. 16, 2026 | |||||||||||
Public Warrants [Member] | IPO [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase of warrants (in Shares) | 8,333,310 | |||||||||||
Private Placement Warrants [Member] | IPO [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase of warrants (in Shares) | 4,666,667 | |||||||||||
A&R FPA | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 50,000 | |||||||||||
Warrant price per share | $ 11.50 | |||||||||||
A&R FPA | Common Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock, share issued | 5,000,000 | |||||||||||
A&R FPA | Warrant | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase of warrants (in Shares) | 1,666,667 | |||||||||||
Subscription Agreement [Member] | PIPE Investors | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock shares subscribed but not issued | 24,000,000 | |||||||||||
Sale of stock issue price per share | $ 10 | |||||||||||
Common stock shares subscribed but not issued value | $ 240,000 | |||||||||||
Empower Sponsor Holdings LLC [Member] | Merger Agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination contingent consideration shares issuable | 2,187,500 | |||||||||||
Drake Automotive Group LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | Nov. 11, 2020 | |||||||||||
Business combination purchase price | $ 49,104 | |||||||||||
Business combination ownership acquired | 100.00% | |||||||||||
Cash payment of business combination | $ 47,104 | |||||||||||
Business combination earn out payment | 2,000 | |||||||||||
Business acquisition intangible assets including goodwill acquired | 32,441 | |||||||||||
Business combination additional potential consideration payment | 2,000 | |||||||||||
Fair value of additional payment | $ 2,000 | |||||||||||
Drake Automotive Group LLC [Member] | Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 20 years | |||||||||||
Accounts Receivable Acquired | $ 4,155 | |||||||||||
Simpson Performance Products, Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | Nov. 16, 2020 | |||||||||||
Business combination purchase price | $ 117,409 | |||||||||||
Business combination ownership acquired | 100.00% | |||||||||||
Cash payment of business combination | $ 110,209 | |||||||||||
Business combination earn out payment | 7,200 | |||||||||||
Business acquisition intangible assets including goodwill acquired | 107,618 | |||||||||||
Business combination additional potential consideration payment | 25,000 | |||||||||||
Fair value of additional payment | 7,200 | $ 24,373 | ||||||||||
Business combination contingent consideration adjustment | $ 17,173 | |||||||||||
Accounts Receivable Acquired | $ 3,894 | |||||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 20 years | |||||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 10 years | |||||||||||
Detroit Speed, Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | Dec. 18, 2020 | |||||||||||
Business combination purchase price | $ 11,297 | |||||||||||
Cash payment of business combination | 9,297 | |||||||||||
Unit issued for business combination | 2,000 | |||||||||||
Business acquisition intangible assets including goodwill acquired | 4,323 | |||||||||||
Accounts Receivable Acquired | $ 418 | |||||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 10 years | |||||||||||
Advance Engine Management Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | Apr. 14, 2021 | |||||||||||
Cash payment of business combination | $ 51,243 | |||||||||||
Business acquisition intangible assets including goodwill acquired | 44,906 | |||||||||||
Net sales | 5,904 | $ 11,341 | ||||||||||
Net income | 896 | 1,583 | ||||||||||
Business combination transaction costs expensed | $ 46 | $ 2,251 | ||||||||||
Accounts Receivable Acquired | $ 3,454 | |||||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 20 years | |||||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets useful life | 13 years | |||||||||||
Finspeed LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | May 24, 2021 | |||||||||||
Cash payment of business combination | $ 2,505 | |||||||||||
Business combination intangible assets | $ 268 | |||||||||||
Classic Instruments LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisitions | Aug. 31, 2021 | |||||||||||
Cash payment of business combination | $ 6,120 | |||||||||||
Business acquisition intangible assets including goodwill acquired | $ 4,912 | |||||||||||
Holley Parent Holdings LLC | Merger Agreement | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock, share issued | 67,673,884 | |||||||||||
Sale of stock issue price per share | $ 10 | |||||||||||
Cash payment of business combination | $ 264,718 |
Business Combination and Acqu_4
Business Combination and Acquisitions - Summary of reconciles elements of business combination to cash flows (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Business Acquisition [Line Items] | |
Cash - Empowers trust and cash (net of redemptions of $99,353 and transaction costs of $44,314) | $ 107,042 |
Cash - Forward Purchase Agreement | 50,000 |
Cash - PIPE Financing | 240,000 |
Net cash provided by Business Combination and PIPE Financing | 397,042 |
Less: cash consideration paid to Holley Stockholder | 264,718 |
Net contributions from Business Combination and PIPE Financing | $ 132,324 |
Business Combination and Acqu_5
Business Combination and Acquisitions - Summary of reconciles elements of business combination to cash flows (Parenthetical) (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Business Acquisition [Line Items] | |
Empowers trust and cash redemptions | $ 99,353 |
Transaction costs | $ 44,314 |
Business Combination and Acqu_6
Business Combination and Acquisitions - Summary of Purchase price allocation of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Apr. 14, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Nov. 16, 2020 | Nov. 11, 2020 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 381,860 | $ 359,099 | ||||
Drake Automotive Group LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 205 | |||||
Accounts receivable | 3,947 | |||||
Inventory | 14,198 | |||||
Property, plant and equipment | 1,296 | |||||
Other assets | 189 | |||||
Goodwill | 7,551 | |||||
Accounts payable | (2,524) | |||||
Accrued liabilities | 648 | |||||
Net assets acquired and liabilities assumed | 49,104 | |||||
Drake Automotive Group LLC [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 17,175 | |||||
Drake Automotive Group LLC [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 7,715 | |||||
Simpson Performance Products, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 7,715 | |||||
Accounts receivable | 3,894 | |||||
Inventory | 18,495 | |||||
Property, plant and equipment | 5,952 | |||||
Other assets | 1,613 | |||||
Goodwill | 52,148 | |||||
Accounts payable | (2,483) | |||||
Accrued liabilities | 7,787 | |||||
Deferred tax liabilities | 12,993 | |||||
Debt | (4,615) | |||||
Net assets acquired and liabilities assumed | 117,409 | |||||
Simpson Performance Products, Inc. [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 7,715 | |||||
Accounts receivable | 3,894 | |||||
Inventory | 19,265 | |||||
Property, plant and equipment | 5,952 | |||||
Other assets | 1,613 | |||||
Goodwill | 51,305 | |||||
Accounts payable | (2,483) | |||||
Accrued liabilities | 7,787 | |||||
Deferred tax liabilities | 12,993 | |||||
Debt | (4,615) | |||||
Net assets acquired and liabilities assumed | 117,336 | |||||
Simpson Performance Products, Inc. [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 0 | |||||
Accounts receivable | 0 | |||||
Inventory | (770) | |||||
Property, plant and equipment | 0 | |||||
Other assets | 0 | |||||
Goodwill | 843 | |||||
Accounts payable | 0 | |||||
Accrued liabilities | 0 | |||||
Deferred tax liabilities | 0 | |||||
Debt | 0 | |||||
Net assets acquired and liabilities assumed | 73 | |||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 28,770 | |||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 28,770 | |||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 23,980 | |||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 23,980 | |||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,720 | |||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 2,720 | |||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 0 | |||||
Detroit Speed, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,784 | |||||
Accounts receivable | 418 | |||||
Inventory | 3,478 | |||||
Property, plant and equipment | 3,040 | |||||
Other assets | 215 | |||||
Goodwill | 2,636 | |||||
Accounts payable | (668) | |||||
Accrued liabilities | 1,019 | |||||
Deferred tax liabilities | 274 | |||||
Net assets acquired and liabilities assumed | 11,297 | |||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 560 | |||||
Detroit Speed, Inc. [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,127 | |||||
Advance Engine Management Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 3,393 | |||||
Inventory | 3,892 | |||||
Property, plant and equipment | 1,342 | |||||
Other assets | 402 | |||||
Goodwill | 17,006 | |||||
Accounts payable | (1,922) | |||||
Accrued liabilities | 350 | |||||
Net assets acquired and liabilities assumed | 51,243 | |||||
Advance Engine Management Inc. [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | 3,454 | |||||
Inventory | 3,892 | |||||
Property, plant and equipment | 1,342 | |||||
Other assets | 493 | |||||
Goodwill | 17,426 | |||||
Accounts payable | (2,032) | |||||
Accrued liabilities | 489 | |||||
Net assets acquired and liabilities assumed | 51,566 | |||||
Advance Engine Management Inc. [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | (61) | |||||
Inventory | 0 | |||||
Property, plant and equipment | 0 | |||||
Other assets | (91) | |||||
Goodwill | (420) | |||||
Accounts payable | (110) | |||||
Accrued liabilities | 139 | |||||
Net assets acquired and liabilities assumed | (323) | |||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 14,640 | |||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 14,640 | |||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 10,760 | |||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 10,760 | |||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Advance Engine Management Inc. [Member] | Patents [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,970 | |||||
Advance Engine Management Inc. [Member] | Patents [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 1,970 | |||||
Advance Engine Management Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 0 | |||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 110 | |||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Previously Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 110 | |||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 0 |
Business Combination and Acqu_7
Business Combination and Acquisitions - Summary of pro forma information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Business Acquisition [Line Items] | ||||
Pro forma net sales | $ 159,673 | $ 140,195 | $ 521,836 | $ 384,237 |
Pro forma net income | $ (30,200) | $ 15,045 | $ (6,906) | $ 33,195 |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 48,665 | $ 44,474 |
Work-in-process | 18,960 | 12,946 |
Finished goods | 96,718 | 76,508 |
Inventory, Net, Total | $ 164,343 | $ 133,928 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of property, plant, and equipment (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 76,401 | $ 62,702 |
Less: accumulated depreciation | 26,008 | 18,973 |
Property, Plant and Equipment, Net, Total | 50,393 | 43,729 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,330 | 1,330 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 10,123 | 8,594 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 47,042 | 44,690 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 17,906 | $ 8,088 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Schedule of long-lived assets by geographic locations (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 50,393 | $ 43,729 |
United States [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | 48,359 | 42,264 |
International [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 2,034 | $ 1,465 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets - Schedule of Change in the Carrying Amount of Goodwill (Details) (Details) $ in Thousands | 9 Months Ended | |
Sep. 26, 2021USD ($) | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | $ 359,099 | |
Goodwill, Ending Balance | 381,860 | |
Advance Engine Management Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Acquired During Period | 17,426 | |
Classic Instrument Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Acquired During Period | 4,912 | |
Simpson Performance Product Inc [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Measurement period adjustments | $ 423 | [1] |
[1] | See Note 2, " Business Combination and Acquisitions - Simpson Performance Products, Inc. and Advance Engine Management Inc. " |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | $ 300,355 | $ 283,644 |
Finite-Lived intangible assets, Accumulated Amortization | (42,253) | (31,862) |
Finite-Lived intangible assets, Net Carrying Value | 258,102 | 251,782 |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 259,907 | 245,274 |
Finite-Lived intangible assets, Accumulated Amortization | (29,878) | (21,819) |
Finite-Lived intangible assets, Net Carrying Value | 230,029 | 223,455 |
Trade Names [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 13,775 | 13,775 |
Finite-Lived intangible assets, Accumulated Amortization | (3,906) | (3,369) |
Finite-Lived intangible assets, Net Carrying Value | 9,869 | 10,406 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets, Gross Carrying Amount | 163,768 | 152,740 |
Indefinite-lived intangible assets, Net Carrying Value | 163,768 | 152,740 |
Technology [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 26,673 | 24,595 |
Finite-Lived intangible assets, Accumulated Amortization | (8,469) | (6,674) |
Finite-Lived intangible assets, Net Carrying Value | $ 18,204 | $ 17,921 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (excluding the thirty-nine weeks ended September 26, 2021) | $ 3,573 | |
2022 | 14,202 | |
2023 | 14,039 | |
2024 | 13,226 | |
2025 | 13,189 | |
Thereafter | 199,873 | |
Finite-Lived intangible assets, Net Carrying Value | $ 258,102 | $ 251,782 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 575,922 | $ 674,986 |
Other | 4,320 | 4,701 |
Less unamortized debt issuance costs | (12,600) | (16,684) |
Less current portion of long-term debt | (5,528) | (5,528) |
Long Term Debt Including Related Parties Noncurrent | 570,394 | 669,458 |
First Lien Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 539,202 | 541,969 |
Second Lien Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 45,000 | $ 145,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 16, 2021 | Sep. 26, 2021 | Sep. 26, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 575,922,000 | $ 575,922,000 | $ 674,986,000 | |
Loss on early extinguishment of debt | (1,425,000) | $ (1,425,000) | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Maturity | 2023-10 | |||
Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Maturity | 2025-10 | |||
First Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 600,000,000 | $ 600,000,000 | ||
Long-term Debt, Gross | 539,202,000 | 539,202,000 | 541,969,000 | |
Principal payment | 1,382,000 | |||
Total outstanding letters of credit | 1,200,000 | 1,200,000 | 1,200,000 | |
First Lien Note [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 550,000,000 | 550,000,000 | ||
Second Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 145,000,000 | 145,000,000 | ||
Long-term Debt, Gross | 45,000,000 | 45,000,000 | 145,000,000 | |
Repayment of outstanding principal | $ 100,000,000 | |||
Loss on early extinguishment of debt | $ 1,425,000 | |||
Second Lien Note [Member] | Sentinel Capital Partners Junior Fund I [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Amount outstanding, related party | $ 6,207,000 | $ 6,207,000 | $ 20,000,000 | |
LIBOR [Member] | First Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.10% | 5.10% | 5.20% | |
LIBOR [Member] | First Lien Note [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowings | $ 50,000,000 | $ 50,000,000 | ||
LIBOR [Member] | Second Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | 8.50% | 8.70% | |
Prime Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 0 | $ 0 | $ 0 |
Debt - Future maturities of lon
Debt - Future maturities of long-term debt and amortization of debt issuance cost (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 (remaining three months) | $ 2,765 | |
2022 | 5,528 | |
2023 | 5,528 | |
2024 | 5,528 | |
2025 | 519,853 | |
Thereafter | 49,320 | |
Long-term Debt, Total | 588,522 | |
Debt Issuance Costs, Net [Abstract] | ||
2021 (remaining three months) | 703 | |
2022 | 2,899 | |
2023 | 3,019 | |
2024 | 3,148 | |
2025 | 2,746 | |
Thereafter | 85 | |
Debt Issuance Costs | $ 12,600 | $ 16,684 |
Lease Commitments - - Schedule
Lease Commitments - - Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases (Details) $ in Thousands | Sep. 26, 2021USD ($) |
Lessee Disclosure [Abstract] | |
2021 (excluding the thirty-nine weeks ended September 26, 2021) | $ 1,705 |
2022 | 6,485 |
2023 | 5,036 |
2024 | 3,679 |
2025 | 2,752 |
Thereafter | $ 11,045 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 1,992 | $ 968 | $ 5,665 | $ 3,337 |
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 10 years | 10 years | ||
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 1 year | 1 year |
Private Placement (Detail)
Private Placement (Detail) | Oct. 09, 2021$ / sharesshares |
Private Placement (Details) [Line Items] | |
Purchase of warrants (in Shares) | shares | 1 |
Warrant price per share | $ / shares | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Detail) - Subscription Agreement [Member] - PIPE Investors [Member] $ / shares in Units, $ in Thousands | Jul. 16, 2021USD ($)$ / sharesshares |
Related Party Transactions (Details) [Line Items] | |
Common stock shares subscribed but not issued | shares | 24,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Common stock shares subscribed but not issued value | $ | $ 240,000 |
Business Combination (Detail)
Business Combination (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2021 | Jul. 16, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Merger Agreement [Member] | Holley Parent Holdings LLC [Member] | |||
Business Acquisition [Line Items] | |||
Sale of Stock, Price Per Share | $ 10 | ||
Subscription Agreement [Member] | PIPE Investors [Member] | |||
Business Acquisition [Line Items] | |||
Common stock shares subscribed but not issued | 24,000,000 | ||
Sale of Stock, Price Per Share | $ 10 | ||
Common stock shares subscribed but not issued value | $ 240,000 |
Common Stock Warrants (Detail)
Common Stock Warrants (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 26, 2021 | Oct. 09, 2021 | Dec. 31, 2020 | |
Class of warrant or right outstanding | 14,666,644 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Warrant entitlement, start date | Oct. 9, 2021 | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | |||
Warrant expiry date | Jul. 16, 2026 | |||
Warrant price per share | $ 11.50 | |||
Change in fair value of warrant liability | $ 17,273 | $ 17,273 | ||
Warrant Liability | $ 45,986 | $ 45,986 | ||
Public Warrants [Member] | Share Price $18.00 [Member] | ||||
Warrant price per share | $ 0.01 | $ 0.01 | ||
Common stock, share price | 18 | $ 18 | ||
Warrants for redemption, description | The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, the Warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any such exercise requires the Warrant holder to pay the exercise price for each Warrant being exercised. | |||
Public Warrants [Member] | Share Price $10.00 [Member] | ||||
Warrant price per share | 0.10 | $ 0.10 | ||
Common stock, share price | $ 10 | $ 10 | ||
Warrants for redemption, description | the Company may redeem the Public Warrants at a price of $0.10 per warrant upon 30 days' notice if the closing price of the Company’s common stock equals or exceeds $10.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given. Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis and receive that number of shares of the Company’s common stock as determined by reference to a table in the warrant agreement. | |||
Warrant [Member] | ||||
Change in fair value of warrant liability | $ 17,273 | |||
Warrant Liability | $ 45,986 | $ 45,986 | ||
Common Stock [Member] | Private Warrants [Member] | ||||
Class of warrant or right outstanding | 4,666,667 | |||
Common Stock [Member] | Public Warrants [Member] | ||||
Class of warrant or right outstanding | 9,999,977 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of value assets and liabilities measured on recurring basis (Detail) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | $ 94,947 | |
Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 24,373 | |
Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 24,588 | |
Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 30,400 | |
Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 15,586 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 30,400 | |
Level 1 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 1 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 1 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 30,400 | |
Level 1 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 64,547 | $ 9,200 |
Level 3 [Member] | Acquisition Contingent Consideration Payable | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 24,373 | |
Level 3 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 24,588 | $ 0 |
Level 3 [Member] | Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 3 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | $ 15,586 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of key inputs into the monte carlo simulation model (Details) - Monte Carlo Simulation Model [Member] | Sep. 26, 2021USD ($)yr |
Earn Out Liability [Member] | Valuation date price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 12.21 |
Earn Out Liability [Member] | Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | yr | 6.81 |
Earn Out Liability [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 0.3824 |
Earn Out Liability [Member] | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 0.0125 |
Earn Out Liability [Member] | Price Hurdle 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 13 |
Earn Out Liability [Member] | Price Hurdle 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 15 |
Private Warrants [Member | Valuation date price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 12.21 |
Private Warrants [Member | Strike price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 11.50 |
Private Warrants [Member | Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | yr | 4.81 |
Private Warrants [Member | Expected dividend | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | |
Private Warrants [Member | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 0.0093 |
Private Warrants [Member | Price threshold | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 18 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Changes (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Ending Balance | $ 94,947 |
Earn Out Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Ending Balance | 24,588 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 9,200 |
Cash paid for contingent consideration | (2,000) |
Liabilities Assumed | 27,335 |
Losses included in earnings | 30,012 |
Ending Balance | 64,547 |
Fair Value, Inputs, Level 3 [Member] | Acquisition Contingent Consideration [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 9,200 |
Cash paid for contingent consideration | (2,000) |
Liabilities Assumed | 0 |
Losses included in earnings | 17,173 |
Ending Balance | 24,373 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 0 |
Cash paid for contingent consideration | 0 |
Liabilities Assumed | 9,613 |
Losses included in earnings | 5,973 |
Ending Balance | 15,586 |
Fair Value, Inputs, Level 3 [Member] | Earn Out Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 0 |
Cash paid for contingent consideration | 0 |
Liabilities Assumed | 17,722 |
Losses included in earnings | 6,866 |
Ending Balance | $ 24,588 |
Revenue - Summary of Revenue By
Revenue - Summary of Revenue By Product and Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 |
Electronic Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 77,199 | 70,371 | 241,474 | 197,493 |
Mechanical System [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 37,026 | 29,383 | 118,295 | 85,218 |
Exhaust [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 16,971 | 18,905 | 59,587 | 53,062 |
Accessories [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 14,384 | 14,648 | 45,403 | 29,987 |
Safety [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 14,093 | $ 48,287 |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 155,626 | 133,307 | 501,196 | 365,760 |
Italy [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 4,047 | $ 11,850 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision and Effective tax rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (3,301) | $ 5,512 | $ 7,255 | $ 9,656 |
Effective tax rates | 9.90% | 28.90% | 23.80% |
INCOME TAXES (Additional Inform
INCOME TAXES (Additional Information) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rates | 9.90% | 28.90% | 23.80% |
Federal tax rates | 21.00% | 21.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 26, 2021 | Jun. 27, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Numerator: | ||||||||
Net income | $ (30,200) | $ 23,098 | $ (2,056) | $ 13,543 | $ 12,509 | $ 4,852 | $ (9,158) | $ 30,904 |
Denominator: | ||||||||
Weighted average common shares | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | ||||
Dilutive effect of potential common shares | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average common shares assuming dilution | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | ||||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||
Basic | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 | ||||
Diluted | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 18,907,043 | 18,907,043 | ||
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 1,394,008 | 1,394,008 | ||
Restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 658,891 | 658,891 | ||
Earn-out shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 2,187,500 | 2,187,500 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 14,666,644 | 14,666,644 |
Benefit Plans - Summarizes The
Benefit Plans - Summarizes The Components Of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 35 | $ 40 | $ 107 | $ 120 |
Interest cost | 38 | 48 | 114 | 144 |
Expected return on plan assets | (58) | (64) | (180) | (192) |
Amortization of net loss | 9 | 19 | ||
Net periodic benefit cost | $ 24 | $ 24 | $ 60 | $ 72 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Defined contribution pension plan | ||||
Defined benefit plan, contributions by employer | $ 300 | $ 294 | $ 417 | $ 477 |
401(k) [Member] | ||||
Defined contribution pension plan | ||||
Matching contribution | $ 1,019 | $ 757 | $ 2,020 | $ 1,558 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - (Additional Information) (Details) - USD ($) | Sep. 23, 2021 | Jul. 16, 2021 | Sep. 26, 2021 | Sep. 26, 2021 | Sep. 27, 2020 |
2021 Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 8,850,000 | 8,850,000 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 6,797,101 | 6,797,101 | |||
Restricted stock units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period | 658,891 | ||||
Expiration period | 10 years | ||||
Weighted average grant date fair value | $ 12.06 | ||||
Unrecognized compensation cost | $ 7,946 | $ 7,946 | |||
Remaining weighted average period | 2 years 6 months | ||||
Restricted stock units [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 3 years | ||||
Restricted stock units [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 1 year | ||||
Profit Interest Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period | 8,445 | 5,932 | |||
Shares vested | 2,169 | 1,228 | |||
Shares Unvested | 36,045 | 36,045 | 4,507 | ||
Weighted average grant date fair value, options non-vested | $ 0.64 | $ 0.64 | $ 0.27 | ||
Weighted average exercise price | $ 0.64 | $ 0.64 | $ 0.27 | ||
Unrecognized compensation cost | $ 15,999 | $ 15,999 | |||
Total grant date fair value | $ 2,110 | $ 356 | |||
Remaining weighted average period | 1 year 10 months 24 days | ||||
Forfeited | 2,614 | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period | 1,394,008 | ||||
Expiration period | 10 years | ||||
Weighted average grant date fair value, options non-vested | $ 3.88 | $ 3.88 | |||
Weighted average exercise price | $ 3.88 | $ 3.88 | |||
Unrecognized compensation cost | $ 5,033 | $ 5,033 | |||
Remaining weighted average period | 2 years 9 months 18 days | ||||
Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 3 years |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 26, 2021 | Jun. 27, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | $ 2,486 | $ 131 | $ 131 | $ 121 | $ 114 | $ 121 | ||
Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | 376 | $ 376 | ||||||
Profit Interest Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | $ 2,110 | $ 121 | $ 2,372 | $ 356 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Schedule Of Stock Options Valuation using Black-Scholes option pricing model (Details) | 3 Months Ended |
Sep. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Expected Term | 6 years |
Expected volatility | 40.30% |
Expected dividend | 0.00% |
Risk Free Interest Rate | 0.94% |
Acquisition, restructuring an_3
Acquisition, restructuring and management fee costs - Summary of total acquisition, restructuring and management fee costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 26, 2021 | Sep. 27, 2020 | Mar. 29, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |||
Business Combination and Asset Acquisition [Abstract] | |||||||
Acquisitions | [1] | $ 204 | $ 137 | $ 3,415 | $ 1,301 | ||
Restructuring | [2] | 140 | 955 | $ 4,323 | 1,265 | ||
Management fees | [3] | 23,274 | 894 | 2,665 | 25,813 | ||
Earn out adjustment | 17,173 | [4] | |||||
Total acquisition, restructuring and management fees | $ 23,618 | $ 1,986 | $ 8,289 | $ 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, including a fee of $ 23,275 paid in the 13-week period ended September 26, 2021 upon the Closing of the Business Combination | ||||||
[4] | A fair value adjustment to the contingent consideration payable from the Simpson acquisition |
Acquisition, restructuring an_4
Acquisition, restructuring and management fee costs (Additional Information) (Details) $ in Thousands | 3 Months Ended |
Sep. 26, 2021USD ($) | |
Sentinel Capital Partners [Member] | |
Business Acquisition [Line Items] | |
Aacquisition costs and management fees | $ 23,275 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Accrual For Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning Balance | $ 2,928 | $ 2,962 | $ 3,989 | $ 3,454 |
Accrued for current year warranty claims | 2,027 | 3,710 | 5,462 | 7,637 |
Settlement of warranty claims | (2,310) | (3,176) | (6,806) | (7,595) |
Ending Balance | $ 2,645 | $ 3,496 | $ 2,645 | $ 3,496 |