Cover Page
Cover Page | 9 Months Ended |
Sep. 26, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | HOLLEY INC. |
Entity Central Index Key | 0001822928 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | On July 21, 2021, Holley Inc., a Delaware corporation (the “Company,” “Holley,” “we,” “us” or “our”) f/k/a Empower Ltd. (“Empower”), filed a registration statement with the Securities and Exchange Commission (the “SEC”), on Form S-1 (File No. 333-258075) (the “Registration Statement”), to initially register for resale by the selling securityholders named therein or their permitted transferees (i) up to 109,257,218 shares of its common stock, par value $0.0001 per share (“Common Stock”), and (ii) up to 6,333,334 warrants to purchase Common Stock. The Registration Statement was declared effective by the SEC on July 28, 2021. We are filing this Post-Effective Amendment No. 1 to the Registration Statement (the “POSAM”) (i) to include information from the Restatement described under “Background of Restatement” below and (ii) to update certain other information in the Registration Statement. |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||||
Cash and cash equivalents | $ 53,927,000 | $ 71,674,000 | $ 8,335,000 | |
Accounts receivable, less allowance for credit losses of $1,616 and $1,240, respectively | 55,359,000 | 47,341,000 | 29,330,000 | |
Inventory | 164,343,000 | 133,928,000 | 121,996,000 | |
Prepaids and other current assets | 8,934,000 | 5,037,000 | 4,904,000 | |
Total Current Assets | 282,563,000 | 257,980,000 | 164,565,000 | |
Property, plant, and equipment, net | 50,393,000 | 43,729,000 | 33,535,000 | |
Goodwill | 381,860,000 | 359,099,000 | 297,607,000 | |
Other intangibles assets, net | 421,870,000 | 404,522,000 | 333,506,000 | |
Total Assets | 1,136,686,000 | 1,065,330,000 | 829,213,000 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable | 46,631,000 | 34,601,000 | 20,527,000 | |
Accrued interest | 6,277,000 | 6,588,000 | 5,851,000 | |
Accrued liabilities | 18,768,000 | 26,092,000 | 17,119,000 | |
Acquisition contingent consideration payable | 24,373,000 | 9,200,000 | 0 | |
Current portion of long-term debt | 5,528,000 | 5,528,000 | 3,800,000 | |
Total current liabilities | 101,577,000 | 82,009,000 | 47,297,000 | |
Long-term debt, net of current portion | 564,187,000 | 649,458,000 | 502,835,000 | |
Long-term debt due to related party | 6,207,000 | 20,000,000 | 20,000,000 | |
Warrant liability | 45,986,000 | 0 | ||
Earn-out liability | 24,588,000 | 0 | ||
Deferred taxes | 72,172,000 | 71,336,000 | 51,412,000 | |
Other noncurrent liabilities | 2,146,000 | 2,146,000 | 2,255,000 | |
Total Liabilities | 816,863,000 | 824,949,000 | 623,799,000 | |
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 | 0 | 0 | 0 | |
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 | 12,000 | 7,000 | 7,000 | |
Additional paid-in capital | 327,490,000 | 238,883,000 | 236,496,000 | |
Accumulated other comprehensive loss | (686,000) | (674,000) | (397,000) | |
Retained earnings | (6,993,000) | 2,165,000 | (30,692,000) | |
Total stockholders' equity | 319,823,000 | 240,381,000 | 205,414,000 | |
Total liabilities and stockholders' equity | $ 1,136,686,000 | 1,065,330,000 | $ 829,213,000 | |
Empower Ltd [Member] | ||||
Current Assets | ||||
Cash and cash equivalents | $ 704,009 | 1,080,629 | ||
Prepaids and other current assets | 259,850 | 379,166 | ||
Cash and marketable securities held in trust account | 250,112,265 | 250,052,906 | ||
Total Current Assets | 963,859 | 1,459,795 | ||
Total Assets | 251,076,124 | 251,512,701 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accrued liabilities | 4,270,875 | 173,873 | ||
Warrant liability | 25,233,333 | 15,090,000 | ||
Forward purchase agreement liability | 3,250,000 | 2,050,000 | ||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | ||
Total Liabilities | 41,504,208 | 26,063,873 | ||
Commitments and contingencies (Refer to Note 16 - Commitments and Contingencies) | ||||
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value | 250,112,265 | 250,052,906 | ||
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 | 0 | 0 | ||
Additional paid-in capital | 0 | 0 | ||
Accumulated other comprehensive loss | (40,540,974) | (24,604,703) | ||
Total stockholders' equity | (40,540,349) | (24,604,078) | ||
Total liabilities and stockholders' equity | 251,076,124 | 251,512,701 | ||
Class A ordinary shares | Empower Ltd [Member] | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value | 250,112,265 | 250,052,906 | ||
Shareholders' Equity | ||||
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 | 0 | 0 | ||
Class B ordinary shares | Empower Ltd [Member] | ||||
Shareholders' Equity | ||||
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 | 625 | 625 | ||
Total stockholders' equity | $ 625 | $ 625 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 1,616 | $ 1,240 | $ 450 | |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preference shares, authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preference shares, issued | 0 | 0 | 0 | |
Preference shares, outstanding | 0 | 0 | 0 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, authorized | 550,000,000 | 550,000,000 | 550,000,000 | |
Common stock, share issued | 115,805,639 | 115,805,639 | ||
Common Stock, Shares, Outstanding | 67,673,884 | 67,673,884 | 67,673,884 | |
Empower Ltd [Member] | ||||
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 | ||
Common stock, share issued | 67,673,884 | 67,673,884 | ||
Class A ordinary shares | Empower Ltd [Member] | ||||
Class A ordinary shares subject to possible redemption, shares | 25,000,000 | 25,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | ||
Common stock, share issued | 0 | 0 | ||
Common Stock, Shares, Outstanding | 0 | |||
Class B ordinary shares | Empower Ltd [Member] | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, authorized | 50,000,000 | 50,000,000 | ||
Common stock, share issued | 6,250,000 | 6,250,000 | ||
Common Stock, Shares, Outstanding | 6,250,000 | 6,250,000 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | |||
Formation and operating costs | $ 1,655,583 | $ 273,915 | $ 4,592,939 |
Loss from operations | (1,655,583) | (273,915) | (4,592,939) |
Other income (expenses): | |||
Interest earned on marketable securities held in trust account | 7,191 | 49,118 | 59,360 |
Unrealized gain on marketable securities held in trust account | (4,366) | 3,788 | 0 |
Change in fair value of warrant liability | (9,706,666) | (1,690,000) | (10,143,333) |
Change in fair value of forward purchase agreement liability | (1,500,000) | (2,050,000) | (1,200,000) |
Transaction costs | (482,885) | ||
Other expenses, net | (11,203,841) | (4,169,979) | (11,283,973) |
Net income (loss) | $ (12,859,424) | $ (4,443,894) | $ (15,876,912) |
Weighted average Class A ordinary shares outstanding | 25,000,000 | 15,601,504 | 25,000,000 |
Basic and diluted net loss per Class A ordinary share | $ (0.41) | $ (0.20) | $ (0.51) |
Weighted average Class B ordinary shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 |
Basic and diluted net loss per Class B ordinary share | $ (0.41) | $ (0.20) | $ (0.51) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 | $ 504,179 | $ 368,663 | $ 137,911 |
Cost of goods sold | 94,475 | 77,778 | 300,969 | 212,070 | 295,935 | 219,884 | 86,405 |
Gross profit | 65,198 | 55,529 | 212,077 | 153,690 | 208,244 | 148,779 | 51,506 |
Selling, general, and administrative | 28,891 | 17,303 | 79,093 | 48,790 | 70,875 | 62,371 | 33,231 |
Research and development costs | 7,133 | 5,982 | 20,167 | 17,198 | 23,483 | 20,630 | 6,802 |
Amortization of intangible assets | 3,553 | 2,699 | 10,391 | 8,099 | 11,082 | 10,456 | 4,434 |
Acquisition and restructuring costs | 368 | 1,092 | 21,877 | 5,624 | 9,743 | 4,942 | 9,153 |
Related party acquisition and management fee costs | 23,250 | 894 | 25,789 | 2,665 | 6,089 | 3,662 | 12,869 |
Other operating expense (income) | 89 | (821) | 3 | (1,089) | 1,517 | 644 | 1,209 |
Total operating expense | 63,284 | 27,149 | 157,320 | 81,287 | 122,789 | 102,705 | 67,698 |
Loss from operations | 1,914 | 28,380 | 54,757 | 72,403 | 85,455 | 46,074 | (16,192) |
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 | 43,772 | 50,386 | 18,996 |
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 | 41,683 | (4,312) | (35,188) |
Income tax expense | (3,301) | 5,512 | 7,255 | 9,656 | 8,826 | (4,873) | (4,575) |
Net income (loss) | (30,200) | 13,543 | (9,158) | 30,904 | 32,857 | 561 | (30,613) |
Foreign currency translation adjustment | (31) | 0 | (12) | 0 | 16 | 0 | 0 |
Pension liability loss | (293) | (123) | (274) | ||||
Total comprehensive income (loss) | $ (30,231) | $ 13,543 | $ (9,170) | $ 30,904 | $ 32,580 | $ 438 | $ (30,887) |
Weighted average common shares assuming dilution | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | 67,673,884 | 67,673,884 | 67,673,884 |
Basic net income (loss) per share | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 | $ 0.49 | $ 0.01 | $ (0.45) |
Diluted net income (loss) per share | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 | $ 0.49 | $ 0.01 | $ (0.45) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Total | Empower Ltd [Member] | 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 CapitalEmpower Ltd [Member] | 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)Empower Ltd [Member] | Retained Earnings (Accumulated Deficit)Retroactive application of recapitalization | Retained Earnings (Accumulated Deficit)Previously Reported [Member] | Common Class B [Member]Empower Ltd [Member] | Common Class B [Member]Previously Reported [Member]Empower Ltd [Member] |
Balance at beginning at Dec. 31, 2017 | $ 41,329,000 | $ 0 | $ 41,329,000 | $ 7,000 | $ 7,000 | $ 0 | $ 41,962,000 | $ (7,000) | $ 41,969,000 | $ 0 | $ 0 | $ 0 | $ (640,000) | $ 0 | $ (640,000) | |||||
Balance at beginning (in Shares) at Dec. 31, 2017 | 67,673,884 | 67,673,784 | 100 | |||||||||||||||||
Pension liability adjustment | (274,000) | (274,000) | ||||||||||||||||||
Capital contribution | 194,364,000 | 194,364,000 | ||||||||||||||||||
Foreign currency translation | 0 | |||||||||||||||||||
Net income (loss) | (30,613,000) | 30,613,000 | ||||||||||||||||||
Balance, at ending at Dec. 31, 2018 | 204,806,000 | $ 7,000 | 236,326,000 | (274,000) | (31,253,000) | |||||||||||||||
Balance, at ending (in Shares) at Dec. 31, 2018 | 67,673,884 | |||||||||||||||||||
Pension liability adjustment | (123,000) | (123,000) | ||||||||||||||||||
Equity compensation | 437,000 | 437,000 | ||||||||||||||||||
Capital distributions | (417,000) | (267,000) | (267,000) | |||||||||||||||||
Foreign currency translation | 0 | |||||||||||||||||||
Net income (loss) | 561,000 | 561,000 | ||||||||||||||||||
Balance, at ending at Dec. 31, 2019 | 205,414,000 | 0 | 205,414,000 | $ 7,000 | $ 7,000 | $ 0 | 236,496,000 | (7,000) | 236,503,000 | (397,000) | 0 | (397,000) | (30,692,000) | 0 | (30,692,000) | |||||
Balance, at ending (in Shares) at Dec. 31, 2019 | 67,673,884 | 67,673,784 | 100 | |||||||||||||||||
Equity compensation | 121,000 | 121,000 | ||||||||||||||||||
Net income (loss) | 4,852,000 | 4,852,000 | ||||||||||||||||||
Balance, at ending at Mar. 29, 2020 | 210,387,000 | $ 7,000 | 236,617,000 | (397,000) | (25,840,000) | |||||||||||||||
Balance, at ending (in Shares) at Mar. 29, 2020 | 67,673,884 | |||||||||||||||||||
Balance at beginning at Dec. 31, 2019 | 205,414,000 | 0 | 205,414,000 | $ 7,000 | $ 7,000 | $ 0 | 236,496,000 | (7,000) | 236,503,000 | (397,000) | 0 | (397,000) | (30,692,000) | 0 | (30,692,000) | |||||
Balance at beginning (in Shares) at Dec. 31, 2019 | 67,673,884 | 67,673,784 | 100 | |||||||||||||||||
Capital distributions | (100,000) | |||||||||||||||||||
Foreign currency translation | 0 | |||||||||||||||||||
Net income (loss) | 30,904,000 | |||||||||||||||||||
Balance, at ending at Sep. 27, 2020 | 236,574,000 | $ 7,000 | 236,752,000 | (397,000) | 212,000 | |||||||||||||||
Balance, at ending (in Shares) at Sep. 27, 2020 | 67,673,884 | |||||||||||||||||||
Balance at beginning at Dec. 31, 2019 | 205,414,000 | $ 0 | 205,414,000 | $ 7,000 | $ 7,000 | $ 0 | 236,496,000 | $ (7,000) | $ 236,503,000 | (397,000) | $ 0 | $ (397,000) | (30,692,000) | $ 0 | (30,692,000) | |||||
Balance at beginning (in Shares) at Dec. 31, 2019 | 67,673,884 | 67,673,784 | 100 | |||||||||||||||||
Pension liability adjustment | (293,000) | (293,000) | ||||||||||||||||||
Capital contribution | 1,900,000 | |||||||||||||||||||
Equity compensation | 487,000 | 487,000 | ||||||||||||||||||
Capital distributions | (100,000) | $ (1,900,000) | ||||||||||||||||||
Foreign currency translation | 16,000 | 16,000 | ||||||||||||||||||
Net income (loss) | 32,857,000 | 32,857,000 | ||||||||||||||||||
Balance, at ending at Dec. 31, 2020 | 240,381,000 | (24,604,078) | 5,000,010,000 | $ 7,000 | 238,883,000 | $ 0 | (674,000) | 2,165,000 | $ (20,604,703) | (24,604,703) | $ 625 | $ 6,250,000 | ||||||||
Balance, at ending (in Shares) at Dec. 31, 2020 | 67,673,884 | 6,250,000 | 625 | |||||||||||||||||
Balance at beginning at Mar. 29, 2020 | 210,387,000 | $ 7,000 | 236,617,000 | (397,000) | (25,840,000) | |||||||||||||||
Balance at beginning (in Shares) at Mar. 29, 2020 | 67,673,884 | |||||||||||||||||||
Equity compensation | 114,000 | 114,000 | ||||||||||||||||||
Capital distributions | (100,000) | (100,000) | ||||||||||||||||||
Net income (loss) | 12,509,000 | 12,509,000 | ||||||||||||||||||
Balance, at ending at Jun. 28, 2020 | 222,910,000 | $ 7,000 | 236,631,000 | (397,000) | (13,331,000) | |||||||||||||||
Balance, at ending (in Shares) at Jun. 28, 2020 | 67,673,884 | |||||||||||||||||||
Equity compensation | 121,000 | 121,000 | ||||||||||||||||||
Foreign currency translation | 0 | |||||||||||||||||||
Net income (loss) | 13,543,000 | 13,543,000 | ||||||||||||||||||
Balance, at ending at Sep. 27, 2020 | 236,574,000 | $ 7,000 | 236,752,000 | (397,000) | 212,000 | |||||||||||||||
Balance, at ending (in Shares) at Sep. 27, 2020 | 67,673,884 | |||||||||||||||||||
Balance at beginning at Aug. 18, 2020 | 0 | 0 | 0 | $ 0 | ||||||||||||||||
Balance at beginning (in Shares) at Aug. 18, 2020 | 0 | |||||||||||||||||||
Issuance of Class B ordinary shares to sponsor | 25,000 | 24,281 | $ 719 | |||||||||||||||||
Issuance of Class B ordinary shares to sponsor (in Shares) | 7,187,500 | |||||||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 2,100,000 | 2,100,000 | ||||||||||||||||||
Forfeiture of founder shares | 94 | $ (94) | ||||||||||||||||||
Forfeiture of founder shares (in Shares) | (937,500) | |||||||||||||||||||
Accretion for Class A ordinary shares subject to possible redemption | (22,285,184) | (2,124,375) | (20,160,809) | |||||||||||||||||
Net income (loss) | (4,443,894) | (221,009,000) | (4,443,894) | |||||||||||||||||
Balance, at ending at Dec. 31, 2020 | 240,381,000 | (24,604,078) | 5,000,010,000 | $ 7,000 | 238,883,000 | 0 | (674,000) | 2,165,000 | (20,604,703) | (24,604,703) | $ 625 | $ 6,250,000 | ||||||||
Balance, at ending (in Shares) at Dec. 31, 2020 | 67,673,884 | 6,250,000 | 625 | |||||||||||||||||
Equity compensation | 131,000 | 131,000 | ||||||||||||||||||
Foreign currency translation | (16,000) | (16,000) | ||||||||||||||||||
Net income (loss) | (2,056,000) | (2,056,000) | ||||||||||||||||||
Balance, at ending at Mar. 28, 2021 | 238,440,000 | $ 7,000 | 239,014,000 | (690,000) | 109,000 | |||||||||||||||
Balance, at ending (in Shares) at Mar. 28, 2021 | 67,673,884 | |||||||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 240,381,000 | (24,604,078) | 5,000,010,000 | $ 7,000 | 238,883,000 | 0 | (674,000) | 2,165,000 | (20,604,703) | (24,604,703) | $ 625 | $ 6,250,000 | ||||||||
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | 6,250,000 | 625 | |||||||||||||||||
Accretion for Class A ordinary shares subject to possible redemption | (56,535) | (56,535) | ||||||||||||||||||
Net income (loss) | (3,017,488) | (3,017,488) | ||||||||||||||||||
Balance, at ending at Mar. 31, 2021 | (27,678,101) | 0 | (27,678,726) | $ 625 | ||||||||||||||||
Balance, at ending (in Shares) at Mar. 31, 2021 | 6,250,000 | |||||||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 240,381,000 | (24,604,078) | 5,000,010,000 | $ 7,000 | 238,883,000 | 0 | (674,000) | 2,165,000 | (20,604,703) | (24,604,703) | $ 625 | $ 6,250,000 | ||||||||
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | 6,250,000 | 625 | |||||||||||||||||
Net income (loss) | (15,876,912) | |||||||||||||||||||
Balance, at ending at Jun. 30, 2021 | (40,540,349) | 5,000,008 | 0 | (40,540,974) | $ 625 | |||||||||||||||
Balance, at ending (in Shares) at Jun. 30, 2021 | 6,250,000 | |||||||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 240,381,000 | (24,604,078) | 5,000,010,000 | $ 7,000 | 238,883,000 | 0 | (674,000) | 2,165,000 | (20,604,703) | $ (24,604,703) | $ 625 | $ 6,250,000 | ||||||||
Balance at beginning (in Shares) at Dec. 31, 2020 | 67,673,884 | 6,250,000 | 625 | |||||||||||||||||
Capital distributions | 0 | |||||||||||||||||||
Foreign currency translation | (12,000) | |||||||||||||||||||
Net income (loss) | (9,158,000) | |||||||||||||||||||
Balance, at ending at Sep. 26, 2021 | 319,823,000 | $ 12,000 | 327,490,000 | (686,000) | (6,993,000) | |||||||||||||||
Balance, at ending (in Shares) at Sep. 26, 2021 | 115,805,639 | |||||||||||||||||||
Balance at beginning at Mar. 28, 2021 | 238,440,000 | $ 7,000 | 239,014,000 | (690,000) | 109,000 | |||||||||||||||
Balance at beginning (in Shares) at Mar. 28, 2021 | 67,673,884 | |||||||||||||||||||
Equity compensation | 131,000 | 131,000 | ||||||||||||||||||
Foreign currency translation | 35,000 | 35,000 | ||||||||||||||||||
Net income (loss) | 23,098,000 | 23,098,000 | ||||||||||||||||||
Balance, at ending at Jun. 27, 2021 | $ 261,704,000 | $ 7,000 | 239,145,000 | (655,000) | 23,207,000 | |||||||||||||||
Balance, at ending (in Shares) at Jun. 27, 2021 | 67,673,884 | |||||||||||||||||||
Balance at beginning at Mar. 31, 2021 | (27,678,101) | 0 | (27,678,726) | $ 625 | ||||||||||||||||
Balance at beginning (in Shares) at Mar. 31, 2021 | 6,250,000 | |||||||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 12,859,424 | |||||||||||||||||||
Accretion for Class A ordinary shares subject to possible redemption | (2,824) | (2,824) | ||||||||||||||||||
Net income (loss) | (12,859,424) | (12,859,424) | ||||||||||||||||||
Balance, at ending at Jun. 30, 2021 | $ (40,540,349) | $ 5,000,008 | $ 0 | $ (40,540,974) | $ 625 | |||||||||||||||
Balance, at ending (in Shares) at Jun. 30, 2021 | 6,250,000 | |||||||||||||||||||
Balance at beginning at Jun. 27, 2021 | $ 261,704,000 | $ 7,000 | 239,145,000 | (655,000) | 23,207,000 | |||||||||||||||
Balance at beginning (in Shares) at Jun. 27, 2021 | 67,673,884 | |||||||||||||||||||
Equity compensation | 2,486,000 | 2,486,000 | ||||||||||||||||||
Foreign currency translation | (31,000) | (31,000) | ||||||||||||||||||
Recapitalization transaction, net | 85,864,000 | $ 5,000 | 85,859,000 | |||||||||||||||||
Recapitalization transaction, net (in Shares) | 48,131,755 | |||||||||||||||||||
Net income (loss) | (30,200,000) | (30,200,000) | ||||||||||||||||||
Balance, at ending at Sep. 26, 2021 | $ 319,823,000 | $ 12,000 | $ 327,490,000 | $ (686,000) | $ (6,993,000) | |||||||||||||||
Balance, at ending (in Shares) at Sep. 26, 2021 | 115,805,639 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Equity (Parentheticals) | Dec. 31, 2020shares |
Empower Ltd [Member] | |
Sale of private placement warrants | 4,666,667 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | |||||||
Net income (loss) | $ (9,158,000) | $ 30,904,000 | $ 32,857,000 | $ 561,000 | $ (30,613,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation | 7,328,000 | 6,039,000 | 7,886,000 | 8,827,000 | 3,654,000 | ||
Amortization of intangible assets | 10,391,000 | 8,099,000 | 11,082,000 | 10,456,000 | 4,434,000 | ||
Amortization of deferred loan costs | 2,656,000 | 2,201,000 | 3,092,000 | 3,097,000 | 3,797,000 | ||
Increase in warrant liability | 17,273,000 | ||||||
Increase in acquisition contingent consideration payable | 17,173,000 | ||||||
Increase in earn-out liability | 6,866,000 | ||||||
Equity compensation | 2,748,000 | 356,000 | 487,000 | 437,000 | |||
Change in deferred taxes | 836,000 | 583,000 | 6,750,000 | (11,489,000) | (5,771,000) | ||
Loss on early extinguishment of debt | 1,425,000 | ||||||
Loss (gain) on disposal of property, plant and equipment | (290,000) | 18,000 | 943,000 | 833,000 | (10,000) | ||
Allowance for credit losses | 738,000 | 581,000 | 1,597,000 | 103,000 | 101,000 | ||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (5,196,000) | (15,678,000) | (11,349,000) | 2,110,000 | (3,344,000) | ||
Inventories | (25,996,000) | 33,208,000 | 25,009,000 | (4,185,000) | 4,469,000 | ||
Prepaids and other current assets | (3,472,000) | 2,494,000 | 1,884,000 | (378,000) | 1,231,000 | ||
Accounts payable | 9,765,000 | 1,871,000 | 8,399,000 | 181,000 | 4,369,000 | ||
Accrued interest | (311,000) | (1,352,000) | 737,000 | (2,489,000) | 8,340,000 | ||
Accrued liabilities | (7,859,000) | 6,280,000 | (961,000) | 1,354,000 | (4,480,000) | ||
Net cash from operating activities | 24,917,000 | 75,604,000 | 88,413,000 | 9,418,000 | (13,823,000) | ||
INVESTING ACTIVITIES. | |||||||
Capital expenditures | (10,468,000) | (6,653,000) | (9,433,000) | (7,421,000) | (2,676,000) | ||
Proceeds from the disposal of fixed assets | 323,000 | 698,000 | |||||
Trademark acquisition | 0 | (50,000) | (50,000) | (1,121,000) | (175,000) | ||
Cash paid for acquisitions, net | (61,786,000) | (156,833,000) | (5,937,000) | (587,404,000) | |||
Net cash used in investing activities | (71,931,000) | (6,703,000) | (165,618,000) | (14,479,000) | (590,255,000) | ||
FINANCING ACTIVITIES | |||||||
Net change under revolving credit agreement | 0 | (20,500,000) | (20,500,000) | 6,500,000 | 14,000,000 | ||
Proceeds from long-term debt | 170,000,000 | 525,000,000 | |||||
Principal payments on long-term debt | (103,032,000) | (1,900,000) | (4,146,000) | (3,800,000) | (99,547,000) | ||
Proceeds from Business Combination and PIPE financing,net of issuance costs paid | 132,299,000 | (4,710,000) | (18,701,000) | ||||
Capital contributions | 150,000 | 188,810,000 | |||||
Capital distributions | 0 | (100,000) | (100,000) | (417,000) | |||
Net Cash Provided by (Used in) Financing Activities, Total | 29,267,000 | (22,500,000) | 140,544,000 | 2,433,000 | 609,562,000 | ||
Net change in cash and cash equivalents | (17,747,000) | 46,401,000 | 63,339,000 | (2,628,000) | 5,484,000 | ||
Beginning of period | $ 71,674,000 | 71,674,000 | 8,335,000 | 8,335,000 | 10,963,000 | 5,479,000 | |
End of period | $ 71,674,000 | 53,927,000 | 54,736,000 | 71,674,000 | 8,335,000 | 10,963,000 | |
Supplemental disclosures of cash flow information: | |||||||
Cash paid for interest | 28,751,000 | 30,995,000 | 39,945,000 | 49,778,000 | 6,656,000 | ||
Cash paid for income taxes | 10,648,000 | $ 1,865,000 | 3,239,000 | $ 4,434,000 | 1,338,000 | ||
Non-Cash Investing and Financing Activities: | |||||||
Assumption of warrant liability | 28,713,000 | ||||||
Assumption of earn-out liability | 17,722,000 | ||||||
Units Exchanged in Detroit Speed Transaction | 2,000,000 | ||||||
Rollover Units on Business Transaction | $ 5,554,000 | ||||||
Empower Ltd [Member] | |||||||
OPERATING ACTIVITIES | |||||||
Net income (loss) | (4,443,894) | (15,876,912) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Increase in warrant liability | 1,690,000 | 10,143,333 | |||||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | ||||||
Interest earned on marketable securities held in trust account | (49,118) | (59,359) | |||||
Unrealized gain on marketable securities held in trust account | (3,788) | ||||||
Change in fair value of warrant liability | 1,690,000 | 10,143,333 | |||||
Change in fair value of forward purchase agreement liability | 2,050,000 | 1,200,000 | |||||
Transaction Costs | 482,885 | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (379,166) | 119,316 | |||||
Accrued expenses | 173,873 | 4,097,002 | |||||
Net cash from operating activities | (474,208) | (376,620) | |||||
INVESTING ACTIVITIES. | |||||||
Investment Of Cash In Trust Account | (250,000,000) | ||||||
Net cash used in investing activities | (250,000,000) | ||||||
FINANCING ACTIVITIES | |||||||
Capital distributions | (1,900,000) | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 | ||||||
Proceeds from sale of private placement warrants | 7,000,000 | 7,000,000,000 | |||||
Proceeds from promissory note – related party | 150,295 | ||||||
Repayment of promissory note – related party | (150,295) | ||||||
Payment of offering costs | (445,163) | ||||||
Net Cash Provided by (Used in) Financing Activities, Total | 251,554,837 | ||||||
Net change in cash and cash equivalents | 1,080,629 | (376,620) | |||||
Beginning of period | 0 | 1,080,629 | $ 1,080,629 | ||||
End of period | 1,080,629 | 704,009 | 1,080,629 | ||||
Non-Cash Investing and Financing Activities: | |||||||
Change in value of Class A ordinary shares subject to possible redemption | (52,906) | (59,359) | |||||
Offering costs paid by sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | ||||||
Initial classification of Class A ordinary shares subject to possible redemption | 250,000,000 | ||||||
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations | 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,” 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. | 1. ORGANIZATION 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 previously announced 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. 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. BUSINESS COMBINATION On July 16, 2021, the Company consummated the Business Combination pursuant to the terms of the Merger Agreement, whereby (i) Merger Sub I, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Holley Intermediate surviving such merger as a wholly owned subsidiary of Holley (“Merger I”) and (ii) Merger Sub II, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Merger Sub II surviving such merger as a wholly owned subsidiary of the Company (“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 Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination was primarily based on existing shareholders of Holley Intermediate. having a relative majority of the voting power of the Company, the operations of Holley Intermediate prior to the acquisition comprising the only ongoing operations of the Company, and senior management of Holley Intermediate 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 Inc. issuing stock for the net assets of Empower, accompanied by a recapitalization. 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. 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. | ||
Empower Ltd [Member] | ||||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holley Inc. (F/K/A Empower Ltd.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). The Company is not limited to a particular industry or geographic region for purposes of completing an initial business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 19, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on October 6, 2020. On October 9, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units sold, the “public shares”), at $10.00 per unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “private placement warrants”) at a price of $1.50 per private placement warrant in a private placement to Empower Sponsor Holdings LLC (the “sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $14,215,163, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $465,163 of other offering costs. Following the closing of the Initial Public Offering on October 9, 2020, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the private placement warrants was placed in a trust account (the “trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the funds in the trust account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward completing an initial business combination. The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions held in the trust account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-initial business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the trust account (initially $10.00 per share), calculated as of two business days prior to the completion of an initial business combination, including any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. If the Company seeks shareholder approval in connection with an initial business combination, it receives an ordinary resolution under Cayman Islands law approving an initial business combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing an initial business combination. If the Company seeks shareholder approval in connection with an initial business combination, the sponsor has agreed to vote its founder shares (as defined in Note 6) and any public shares purchased in or after the Initial Public Offering in favor of approving an initial business combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve an initial business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its public shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed an initial business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares without the Company’s prior written consent. The sponsor has agreed (a) to waive its redemption rights with respect to any founder shares and public shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an initial business combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their public shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the trust account with respect to the founder shares if the Company fails to complete an initial business combination. The Company will have until October 9, 2022 (the “Combination Period”) to complete an initial business combination. If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The sponsor has agreed to waive its liquidation rights with respect to the founder shares if the Company fails to complete an initial business combination within the Combination Period. However, if the sponsor acquires public shares in or after the Initial Public Offering, such public shares will be entitled to liquidating distributions from the trust account if the Company fails to complete an initial business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the trust account in the event the Company does not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per unit ($10.00). The sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holley Inc. (formerly known as Empower Ltd.) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). Business Combination On July 16, 2021 (the “Closing Date”), Holley Inc., a Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., a Cayman Islands exempted company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley Intermediate”). In connection with the Closing, the registrant changed its name from Empower Ltd. to Holley Inc. The Merger Agreement provided for, among other things, the following transactions: (i) Empower changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share, par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share of common stock of Holley, par value $0.0001 per share (the “Common Stock”) and (B) each outstanding Class B ordinary share of Empower converted automatically into one share of Common Stock; and (ii) following the Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association. The material provisions of the Merger Agreement are described in Empower’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2021 (as amended, the “Proxy Statement/Prospectus”) in the section entitled “ Proposal No.1—The Business Combination Proposal—The Merger Agreement Business prior to the Business Combination All activity for the period from August 19, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the Initial Public Offering, which is described below, and looking for a business combination. On March 11, 2021, the Company entered into an Agreement and Plan of Merger with Empower Merger Sub I Inc., Empower Merger Sub II LLC, and Holley Intermediate Holdings, Inc. as further described in Note 9. The registration statement for the Company’s Initial Public Offering became effective on October 6, 2020. On October 9, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units sold, the “public shares”), at $10.00 per unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “private placement warrants”) at a price of $1.50 per private placement warrant in a private placement to Empower Sponsor Holdings LLC (the “sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $14,215,163, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $465,163 of other offering costs. Following the closing of the Initial Public Offering on October 9, 2020, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the private placement warrants was placed in a trust account (the “trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the funds in the trust account to the Company’s shareholders. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash and deposits with financial institutions with original maturities less than 90 days. The Federal Deposit Insurance Corporation insures financial institution deposits up to $250. The Company maintains deposits exceeding $250 in certain accounts at financial institutions. At December 31, 2020 and 2019, the Company had cash in foreign bank accounts of $4,607 and $206, respectively. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES Accounts receivable represent amounts due from customers in the ordinary course of business. The receivables are stated at the amount management expects to collect. The Company is subject to risk of loss from uncollectible receivables in excess of its allowance. The Company maintains an allowance for credit losses for estimated losses from customers’ inability to make required payments. In order to estimate the appropriate level of this allowance, the Company analyzes historical bad debts, customer concentrations, current customer credit worthiness, current economic trends and changes in customer payment patterns. Accounts are written off when management determines the account is uncollectable. Interest is not charged on past due accounts. INVENTORY VALUATION The Company’s inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances. GOODWILL Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. On an annual basis or whenever events or changes in circumstances indicate the carrying value of goodwill may have been impaired, the Company may perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that the fair value of the reporting unit is less than its carrying amount or elects not to perform a qualitative assessment, it will perform a quantitative analysis; otherwise, no further evaluation is necessary. For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of the reporting unit based on a weighting of income and market approaches. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings. No impairment charges have been incurred during 2020, 2019, or 2018. The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Beginning balance $ 297,607 $ 296,618 HPI transaction — (1,082 ) Range transaction — 2,071 Drake transaction 7,551 — Simpson transaction 51,305 — Detroit Speed transaction 2,636 — Ending balance $ 359,099 $ 297,607 INTANGIBLE ASSETS OTHER THAN GOODWILL Tradenames acquired in certain business combinations were determined to have indefinite useful lives and are not amortized, but instead are tested for impairment on an annual basis and when facts and circumstances indicate that the carrying values of the assets may be impaired. If such review indicates an asset’s carrying value may not be recoverable, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset. As part of separate business acquisitions, the Company’s customer relationships, technology and certain tradenames were identified as definite-lived intangible assets. The customer relationship intangible assets are being amortized over a ten five fifteen December 31, 2020 Gross Carrying Accumulated Net Carrying 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 December 31, 2019 Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 198,768 $ (13,581 ) $ 185,187 Tradenames 13,775 (2,656 ) 11,119 Technology 21,875 (4,543 ) 17,332 Total finite-lived intangible assets $ 234,418 $ (20,780 ) $ 213,638 Indefinite-lived intangible assets: Tradenames $ 119,868 $ — $ 119,868 Amortization expense for finite-lived intangible assets was $11,082, $10,456, and $4,434 in 2020, 2019, and 2018, respectively. Amortization expense over the next five years is estimated to be $13,421 in 2021, $13,421 in 2022, $13,258 in 2023, $12,444 in 2024, and $12,444 in 2025, respectively. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment acquired in various acquisitions have been recorded at fair value. All other property, plant and equipment is recorded at cost. Depreciation and amortization are provided for using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for new property, plant and equipment additions are ten years to twenty-five years for buildings and improvements and three to ten years for machinery and equipment. Maintenance, repairs, and betterments which do not enhance the value of or increase the life of the assets are expensed as incurred. DEBT ISSUANCE COSTS Debt issuance costs are being amortized using the effective interest method over the term of the related debt. As of December 31, 2020 and 2019 debt issuance costs were $16,684 and $15,065, respectively, and included as a reduction of debt. Amortization expense for debt issuance costs was $3,092, $3,097, and $3,797 in 2020, 2019 and 2018, respectively, which is included in interest expense in the accompanying consolidated statements of comprehensive income (loss). SELF-INSURANCE The Company is self-insured for employee medical and prescription drug benefits up to certain stop loss coverage amounts. The Company accrues an estimate for unpaid claims, as well as incurred but not reported claims, based upon the Company’s claim experience and expectations of future claim activity. The resulting liability and expense are reflected as a component of accrued expenses, cost of sales and selling, general and administrative expenses in the accompanying consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. REVENUE RECOGNITION The Company recognizes revenue with customers when control of the promised goods transfers to the customer. This generally occurs when the product is delivered to the customer. Revenue is recorded at the amount of consideration the Company expects to be entitled to in exchange for the delivered goods, which includes an estimate of variable consideration, expected returns, or refunds when applicable. The Company estimates variable consideration, such as sales incentives, by using the most likely amount approach, which considers the single most likely amount from a range of possible consideration amounts. Estimates of variable consideration result in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Revenue is recorded net of sales tax. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in selling, general and administrative costs. For more information about the Company’s revenue from contracts with customers, refer to Note 7 Revenue. CUSTOMER SALES INCENTIVES Sales incentives provided take the form of either sales discounts or rebates and are treated as a reduction of net sales. The Company also maintains a cooperative advertising program with its customers and provides sales incentives to the extent of the estimated value of advertising provided by the customer on behalf of the Company. The costs incurred under the cooperative advertising program are included as a reduction of net sales. SALES RETURNS Estimated sales returns and allowances are recorded as a charge against gross sales in the period in which the related sales are recognized, net of returns to stock. The Company allows customers to return products when certain Company-established criteria are met. The Company estimates sales returns based primarily upon actual historical returns, planned product discontinuances, and promotional sales. 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. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes income tax positions only if those positions are “more likely than not” of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense (benefit). The Company has no amounts accrued for such interest or penalties as of December 31, 2020 and 2019. The Company files income tax returns in the U.S. federal jurisdiction and various foreign and state jurisdictions. As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. The statute of limitations remains open for U.S. and certain state income tax examinations for years ended December 31, 2018 through December 31, 2020. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. 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. IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS The Company accounts for long-lived assets, including intangible assets subject to amortization, in accordance with the provisions that require long-lived assets, such as property and equipment, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. ADVERTISING Advertising production costs are expensed the first time the advertising takes place. Total advertising expenses were $4,379, $3,921, and $997 for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising costs are classified as a component of selling, general and administrative costs in the accompanying consolidated statements of comprehensive income (loss). RESEARCH AND DEVELOPMENT COSTS Research, development, pre-production and start-up costs related to both present and future products are expensed as incurred. Such costs amount to $23,483, $20,630, and $6,802 for the years ended December 31, 2020, 2019, and 2018, respectively. OTHER COMPREHENSIVE INCOME (LOSS) Comprehensive loss encompasses all changes in stockholder’s equity and includes net income, change in the foreign currency translation adjustment and minimum pension liability. The Company’s accumulated other comprehensive loss shown on the consolidated balance sheets as of December 31, 2020 and 2019 consists of minimum pension loss of $690 and $397, respectively, and the foreign currency translation adjustment of $16 as of December 31, 2020 FAIR VALUE 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 at December 31, 2020 and 2019. Fair value measurements used in the impairment reviews of goodwill and intangible assets are Level 3 measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: 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. FOREIGN CURRENCIES The functional currency of the Company’s Italian subsidiary is the Euro. Assets and liabilities of foreign operations are translated using period end exchange rates. Revenue and expenses are translated using average exchange rates during each period reported. Translation gains are reported in accumulated other comprehensive loss as a component of shareholders equity and were $16 as of December 31, 2020. There was no translation adjustment as of December 31, 2019. The Company recognizes foreign currency transaction gains (losses) on certain assets and liabilities. These transaction (gains) losses are reported in other expense in the consolidated statements of comprehensive income (loss) and were ($284), ($27) and $590 for the years ended December 31, 2020, 2019 and 2018, respectively. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Estimates are used when accounting for items such as warranties, allowance for credit losses, estimated lives of property, plant and equipment, reserve for excess and obsolete inventories, recoverability of goodwill, intangible assets and other long-lived assets, customer co-operative advertising, sales returns and allowances, tax positions, deferred tax assets, pension obligations and employee medical and prescription drug benefits self-insurance accrual. RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards Recently Adopted Financial Accounting Standards Board (“FASB”) issued new guidance that created Topic 606, Revenue from Contracts with Customers, in the Accounting Standards Codification (“ASC”). Topic 606 superseded the revenue recognition required in FASB ASC 605, Revenue Recognition, and required the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Prior to January 1, 2019, the Company accounted for revenue recognition under ASC 605 in which revenue is recognized at the point title and risk of loss are transferred to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists, and the price is fixed and determinable. The Company adopted the requirements of the new guidance as of January 1, 2019, utilizing the modified retrospective method of transition. This approach was applied to contracts that were not completed as of December 31, 2018. Adoption of Topic 606 resulted in immaterial changes to the Company’s accounting policies for revenue and cost recognition. As a result, at the date of adoption, no adjustment to beginning accumulated deficit was deemed necessary. The FASB issued 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in ASU 2016-13 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU is effective for annual reporting periods beginning after December 15, 2022. The Company early adopted the standard in 2020. There was no material impact of adopting this guidance on its financial statements. Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The Company expects to adopt this ASU for annual reporting periods beginning after December 15, 2021 and early adoption is 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 Company expects to adopt this ASU for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. 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. The Company expects to adopt this ASU for annual reporting periods beginning after December 15, 2021 and early adoption is 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. SEGMENTS The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has one reportable segment. RISKS AND UNCERTAINTIES COVID-19 and the measures taken by many countries in response have contributed to a general slowdown in the global economy and adversely affected, and could in the future adversely affect, the Company’s business and operations. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations and outsourced services, and shortages of the Company’s 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 development and availability of effective treatments and vaccines, the imposition of effective public safety and other protective measures, the impact of COVID-19 on the global economy and demand for the Company’s products and services. Should the COVID-19 pandemic not improve or worsen, or if the Company’s attempt to mitigate its impact on its operations and costs is not successful, the Company’s business, results of operations, financial condition and prospects may be adversely affected. | ||
Empower Ltd [Member] | |||
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the trust account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary share issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,285,184 Class A ordinary share subject to possible redemption $ 250,052,906 Warrant and FPA Liabilities The Company accounts for the Warrants and the FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and the FPA that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be required as liabilities. At December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. The fair value of the FPA has been estimated using an adjusted net assets method (see Note 10). Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Common Share (Restated, See Note 2, Amendment No. 1) Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 13,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share of common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Year ended Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income allocable to shares subject to possible redemption $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Year ended Net earnings allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) (Restated, see Note 2 – Amendment No. 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 13,000,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): For the Period from August 19, Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (3,172,845 ) $ (1,271,049 ) Denominator: Basic and diluted weighted average shares outstanding 15,601,504 6,250,000 Basic and diluted net loss per ordinary share $ (0.20 ) $ (0.20 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the trust account were held in a money market fund and U.S. Treasury Bills, respectively. Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 Warrant and Forward Purchase Agreement Liabilities The Company accounts for the public warrants (as defined in Note 4), the private placement warrants (as defined in Note 5) (collectively, the “Warrants”) and the FPA (as defined in Note 7) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be recorded as liabilities. At June 30, 2021 and December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued at both dates using a Modified Black Scholes Option Pricing Model. The fair value of the FPA at each date has been estimated using an adjusted net assets method (see Note 11). Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share (Restated – see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating loss per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 Class A ordinary shares in the aggregate. As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed financial statements, primarily due to their short-term nature. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Line Items] | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and the FPA (as defined in Note 7) as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants and the FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and the FPA are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants and the FPA as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and the FPA at the end of each reporting period as well as re-evaluate the treatment of the Warrants and the FPA and recognize changes in the fair value of each from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, revenue, operating expenses, cash flows or cash. The following table summarizes the effect of the restatement on each financial statement line item impacted by the restatement and on the number of Class A ordinary shares subject to redemption. As Previously Adjustments As Restated Balance sheet as of October 9, 2020 Warrant liability — 13,400,000 13,400,000 Forward purchase agreement liability — 50,000 50,000 Total Liabilities $ 8,755,508 $ 13,450,000 $ 22,205,508 Class A Ordinary Shares Subject to Possible Redemption 237,804,830 (13,450,000 ) 224,354,830 Class A Ordinary Shares 122 134 256 Additional Paid-in Capital 5,004,166 532,751 5,536,917 Accumulated Deficit (5,003 ) (532,885 ) (537,888 ) Total Shareholders’ Equity 5,000,004 — 5,000,004 Number of Class A ordinary shares subject to redemption 23,780,483 (1,345,000 ) 22,435,483 Balance sheet as of December 31, 2020 Warrant liability — 15,090,000 15,090,000 Forward purchase agreement liability — 2,050,000 2,050,000 Total Liabilities $ 8,923,873 $ 17,140,000 $ 26,063,873 Ordinary Shares Subject to Possible Redemption 237,588,818 (17,139,998 ) 220,448,820 Class A Ordinary Shares 125 171 296 Additional Paid-in Capital 5,220,269 4,222,712 9,442,981 Accumulated Deficit (221,009 ) (4,222,885 ) (4,443,894 ) Shareholders’ Equity 5,000,010 (2 ) 5,000,008 Number of Class A ordinary shares subject to redemption 23,753,855 (1,713,637 ) 22,040,218 Statement of Operations Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Weighted average shares subject to possible redemption 23,780,483 (1,740,265 ) 22,040,218 Weighted average shares outstanding of basic and diluted shares 7,011,052 839,361 7,850,413 Basic and diluted net loss per ordinary share (0.04 ) (0.58 ) Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Change in warrant liability — 3,740,000 3,740,000 Allocation of initial public offering costs — 482,885 482,885 Initial classification of warrant liability — 13,450,000 13,450,000 Initial classification of common stock subject to possible redemption 237,804,830 (13,450,000 ) 224,354,830 Change in value of common stock subject to possible redemption (216,012 ) (3,690,000 ) (3,906,012 ) Amendment No. 2 In response to recent comment letters issued by the U.S. Securities and Exchange Commission (“SEC”), management has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of the Class A ordinary shares issued in connection with the Company’s Initial Public Offering. Management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its loss per ordinary share calculation to allocate net loss evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. There has been no change in the Company’s total assets, liabilities or operating results. As Previously Adjustment As Restated Balance Sheet as of October 9, 2020 Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Ordinary shares $ 256 $ (256 ) $ — Additional paid-in capital $ 5,536,917 $ (5,536,917 ) $ — Accumulated deficit $ (537,888 ) $ (20,107,997 ) $ (20,645,885 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (25,645,170 ) $ (20,645,166 ) Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 220,448,820 $ 29,604,086 $ 250,052,906 Ordinary shares $ 296 $ (296 ) $ — Additional paid-in capital $ 9,442,981 $ (9,442,981 ) $ — Accumulated deficit $ (4,443,894 ) $ (20,160,809 ) $ (24,604,703 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Operations for the Period from August 19, 2020 (Inception) Through December 31, 2020 Weighted average Class A ordinary shares outstanding 22,435,483 (6,833,979 ) 15,601,504 Basic and diluted net loss per Class A ordinary share $ — $ (0.20 ) $ (0.20 ) Weighted average Class B ordinary shares outstanding 7,850,413 (1,600,413 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (0.58 ) $ 0.38 $ (0.20 ) As Previously Adjustment As Restated Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 19, 2020 (inception) through December 31, 2020 Sale of 25,00,000 Units, net of underwriter discounts and offering expenses $ 227,767,722 $ (227,727,722 ) $ — Initial value of Class A Ordinary Shares subject to redemption $ (220,448,820 ) $ 220,448,820 $ — Accretion for Class A Ordinary Shares to redemption amount $ — $ (22,285,184 ) $ (22,285,184 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Cash Flows for the Period from August 19, 2020 (inception) through December 31, 2020 Initial classification of Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Change in value of ordinary shares subject to possible redemption $ (3,906,010 ) $ 3,958,916 $ 52,906 | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In response to recent comment letters issued by the U.S. Securities and Exchange Commission (“SEC”), management has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of the Class A ordinary shares issued in connection with the Company’s Initial Public Offering. Management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impacts of the restatement on the Company’s previously issued financial statements are reflected in the following table. As Reported Adjustment As Restated Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 204,571,908 $ 45,540,357 $ 250,112,265 Ordinary Shares $ 455 $ (455 ) $ — Additional paid-in capital $ 25,319,734 $ (25,319,734 ) $ — Accumulated deficit $ (20,320,806 ) $ (20,220,168 ) $ (40,540,974 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of Ordinary shares of subject to redemption $ 12,859,424 $ (12,859,424 ) $ — Accretion for Class A Ordinary shares to redemption amount $ — $ (2,824 ) $ (2,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited) Change in value of ordinary shares subject to possible redemption $ 15,876,912 $ (15,817,553 ) $ 59,359 In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its loss per ordinary share calculated to allocate net loss Pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net loss. The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Weighted average Class A ordinary shares outstanding 21,733,619 3,266,381 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.41 ) $ (0.41 ) Weighted average Class B ordinary shares outstanding 9,516,381 (3,266,381 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.35 ) $ 0.94 $ (0.41 ) Statement of Operations for the Six Months Ended June 30, 2021 Weighted average Class A ordinary shares outstanding 21,886,072 3,113,928 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.51 ) $ (0.51 ) Weighted average Class B ordinary shares outstanding 9,363,928 (3,113,928 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.70 ) $ 1.19 $ (0.51 ) |
Business Combination and Acquis
Business Combination and Acquisitions Business Combination | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 26, 2021 | Dec. 31, 2020 | |
Business Combination and Acquisitions Business Combination | 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 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 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, Measurement November 16, 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, Measurement April 14, 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, September 27, September 26, September 27, 2021 2020 2021 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. | 3. ACQUISITIONS 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 final determination of the purchase price is subject to the net working capital adjustment, which is not expected to be finalized until 2021. 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 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. The financial results of the acquisition have been included in the consolidated financial statements since the date of the acquisition. The consolidated statements of comprehensive income (loss) include $4,651 of net sales and $744 of net income related to the acquisition. The Company incurred transaction costs in the amount of $1,408 which were expensed in the year ended December 31, 2020. On November 16, 2020, the Company acquired Simpson Performance Products, Inc. (“Simpson”). The purchase price was $117,336. 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 $110,136 and an earn out valued at $7,200. The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $106,775. 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 final determination of the purchase price is subject to the net working capital adjustment, which is not expected to be finalized until 2021. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed may change in future periods as the fair value estimate of inventory is completed. 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 determined to be $7,200 using the “Bull Call” option strategy utilizing the option values from the Black-Scholes Option Pricing Model. The preliminary 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 $ 7,715 Accounts receivable 3,894 Inventory 19,265 Property, plant and equipment 5,952 Other assets 1,613 Tradenames 23,980 Customer relationships 28,770 Patents 2,720 Goodwill 51,305 Accounts payable (2,483 ) Accrued liabilities (7,787 ) Deferred tax liability (12,993 ) Debt (4,615 ) $ 117,336 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. The financial results of the acquisition have been included in the consolidated financial statements since the date of the acquisition. The consolidated statements of comprehensive income (loss) include $7,195 million of net sales and $1,572 of net income related to the acquisition. The Company incurred transaction costs in the amount of $2,747 which were expensed in the year ended December 31, 2020. 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 final determination of the purchase price is subject to the net working capital adjustment, which is not expected to be finalized until 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 $ 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. The financial results of the acquisition have been included in the consolidated financial statements since the date of the acquisition. The consolidated statements of comprehensive income (loss) include $281 of net sales and $90 of net loss related to the acquisition. The Company incurred transaction costs in the amount of $459 which were expensed in the year ended December 31, 2020. On October 18, 2019, the Company acquired Range Technologies Inc. (“Range”). The purchase price was $7,239. The Company acquired 100% of the issued and outstanding common stock of Range. The Company purchased Range in order to acquire tuning products. 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 $7,239. The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $8,277. The goodwill arising from the acquisition is primarily due to Range’s market position. The goodwill and intangibles generated as a result of this acquisition are not deductible for income tax purposes. The purchase price was cash funded. 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 $ 218 Accounts receivable 94 Inventory 231 Property, plant and equipment 7 Other assets 60 Tradename 510 Technology intangible 5,695 Goodwill 2,072 Accounts payable (64 ) Accrued liabilities (4 ) Deferred taxes (1,580 ) $ 7,239 The fair value of the acquired technology intangible asset was estimated using the relief from royalty method, a form of the income approach. The technology intangible asset is being amortized over the estimated lifecycle of the technology which was determined to be 14 years. The fair value of the acquired tradename intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradename was determined to have an indefinite life. The contractual value of the accounts receivable acquired was $94. The financial results of the acquisition have been included in the consolidated financial statements since the date of the acquisition. The 2019 consolidated statements of comprehensive income (loss) include $702 of net sales and $386 of net income related to the acquisition. The Company incurred transaction costs in the amount of $149 which were expensed in the year ended December 31, 2019. On October 26, 2018, the Company acquired HPI. The purchase price was $599,857. The Company acquired 100% of the issued and outstanding common stock of HPI. The Company purchased HPI in order to acquire strong automotive brands in the carburetor, fuel injection, exhaust, automotive plumbing, distributor, ignition and tuning markets. 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 $594,303 and Class A and B units of Parent of $5,554. The acquisition resulted in both amortizable and non-amortizable intangibles and goodwill, totaling $513,460. The goodwill arising from the acquisition is primarily due to HPI’s strong market position and assembled workforce. 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 cash and debt. The purchase agreement included a potential contingent payment based on the 2018 performance. The seller could earn up to an additional $20 million. The fair value of this contingent payment was determined to be zero based on the remote likelihood of achieving the required financial performance at the time of the valuation. There were no payments made for this contingent consideration. 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 $ 7,981 Accounts receivable 24,740 Inventory 109,507 Property, plant and equipment 29,313 Other assets 2,987 Tradenames 118,235 Customer relationship 157,255 Technology intangible 4,880 Goodwill 233,090 Accounts payable (14,098 ) Accrued liabilities (17,148 ) Deferred taxes (56,885 ) $ 599,857 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 25 years. The fair value of the acquired technology intangible asset was estimated using the relief from royalty method, a form of the income approach. The technology intangible asset is being amortized over the estimated lifecycle of the technology which was determined to be 5 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 $25,242. The financial results of the acquisition have been included in the consolidated financial statements since the date of the acquisition. The 2018 consolidated statements of comprehensive income (loss) include $52.2 million of net sales and $30.9 million of net loss related to the acquisition. The Company incurred transaction costs in the amount of $19,417 which were expensed in the year ended December 31, 2018. The following table presents the supplemental and unaudited pro forma results as if HPI and Range had been acquired as of January 1, 2018: 2019 2018 Pro forma net sales $ 373,459 $ 378,287 Pro forma net income (loss) 7,032 (30,225 ) The following table presents the supplemental and unaudited pro forma results as if Range, Drake, Simpson and Detroit Speed had been acquired as of January 1, 2019: 2020 2019 Pro forma net sales $ 584,270 $ 461,418 Pro forma net income (loss) 37,304 (8,799 ) The pro forma results include the effects of the amortization of purchased intangible assets and acquired inventory step-up. The pro forma adjustments are based upon unaudited financial information of the acquired entities and is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the acquisitions taken place in the periods noted. | |
Empower Funding LLC [Member] | |||
Business Combination and Acquisitions Business Combination | NOTE 9. BUSINESS COMBINATION On July 16, 2021 (the “Closing Date”), Holley Inc., a Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., a Cayman Islands exempted company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley Intermediate”). In connection with the Closing, the registrant changed its name from Empower Ltd. to Holley Inc. The Merger Agreement provided for, among other things, the following transactions: (i) Empower changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share, par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share of common stock of Holley, par value $0.0001 per share (the “Common Stock”) and (B) each outstanding Class B ordinary share of Empower converted automatically into one share of Common Stock; and (ii) following the Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association. The material provisions of the Merger Agreement are described in Empower’s definitive proxy statement/prospectus on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2021 (as amended, the “Proxy Statement/Prospectus”) in the section entitled “ Proposal No.1—The Business Combination Proposal—The Merger Agreement The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Empower has been treated as the “acquired” company for financial reporting purposes. 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. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Holley with the acquisition being treated as the equivalent of Holley issuing stock for the net assets of Empower, accompanied by a recapitalization. The net assets of Empower have been stated at historical cost, with no goodwill or other intangible assets recorded. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Agreement (the “Sponsor Agreement”) with Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the Holley Stockholder whereby the Sponsor has agreed to (i) waive certain of its anti-dilution and conversion rights with respect to the issued and outstanding Class B ordinary shares of the Company (the “founder shares”) and (ii) an earn-out in respect of 2,187,500 founder shares (the “Earn-Out Shares”) vesting in two equal tranches. 1,093,750 of the Earn-Out Shares will vest if (x) the closing price of the Domesticated Company Common Stock equals or exceeds $13.00 per share for any twenty thirty-trading day of the Company’s shareholders having the right to exchange their Domesticated Company Common Stock at a price per share equal to or exceeding $13.00 per share. The other 1,093,750 of Earn-Out Shares will be subject to the same conditions but will vest at a target price that equals or exceeds $15.00 per share. The Earn-Out Shares will be forfeited by the Sponsor if they fail to satisfy the above conditions within seven years after the consummation of the Business Combination. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain FPA (the “A&R FPA”), whereby the parties have agreed to modify certain conditions thereto with respect to the review and approval rights of certain affiliates of Empower Funding. As described further in Note 7 pursuant to the A&R FPA, Empower Funding will purchase 5,000,000 units of the Company at a per unit price of $10.00 substantially concurrent with the consummation of the Business Combination. The obligations of Empower Funding under the A&R FPA are subject to the fulfillment of certain conditions therein, including the consummation of the Mergers. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 24 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $240,000,000, concurrent with the consummation of the Business Combination, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 | 4. INVENTORY Inventories of the Company consisted of the following: 2020 2019 Raw materials $ 44,474 $ 44,146 Work-in-process 12,946 14,164 Finished goods 76,508 63,686 $ 133,928 $ 121,996 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Net | 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 | 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment of the Company consisted of the following: 2020 2019 Land $ 1,330 $ 1,330 Buildings and improvements 8,594 7,222 Machinery and equipment 44,690 37,083 Construction in process 8,088 3,290 Total property, plant and equipment 62,702 48,925 Less: accumulated depreciation 18,973 15,390 Property, plant and equipment, net $ 43,729 $ 33,535 The Company’s long-lived assets by geographic locations are as follows: 2020 2019 United States $ 42,264 $ 32,977 International 1,465 558 Total long-lived assets $ 43,729 $ 33,535 |
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- 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 Accumulated Net 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 Accumulated Net 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 | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | 6. 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 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 | 6. DEBT Debt of the Company consisted of the following: 2020 2019 Revolver $ — $ 20,500 First lien note 541,969 376,200 Second lien note 145,000 145,000 Other 4,701 — Less unamortized debt issuance costs (16,684 ) (15,065 ) 674,986 526,635 Less current portion of long-term debt (5,528 ) (3,800 ) $ 669,458 $ 522,835 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 rates for the first lien note LIBOR rate loans were 5.2% and 6.9% at December 31, 2020 and 2019, respectively. There were no prime rate loans as of December 31, 2020. The interest rate for the prime rate loans was 8.0% at December 31, 2019. 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 December 31, 2020, the Company was in compliance with all financial covenants. In addition, the Company had outstanding letters of credit under the note, which totaled $1.2 million at December 31, 2020 and 2019. The second lien note totals $145,000. 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 8.7% and 10.4% at December 31, 2020 and 2019, respectively. There were no prime rate loans as of December 31, 2020 and 2019. 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 December 31, 2020, 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 December 31, 2020 and 2019 was $20,000. Future maturities of long-term debt and amortization of debt issuance costs for the years following December 31, 2020 are as follows: Debt Debt Issuance 2021 $ 5,528 $ 3,911 2022 5,528 3,618 2023 5,528 3,344 2024 5,528 3,092 2025 519,857 2,450 Thereafter 149,701 269 $ 691,670 $ 16,684 |
Initial Public Offering
Initial Public Offering | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | ||
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 units, at a purchase price of $10.00 per unit. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (“public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 units, at a purchase price of $10.00 per unit. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (“public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 10). |
Private Placement
Private Placement | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | ||
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the sponsor purchased an aggregate of 4,666,667 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate purchase price of $7,000,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the private placement warrants were added to the net proceeds from the Initial Public Offering held in the trust account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the sponsor purchased an aggregate of 4,666,667 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate purchase price of $7,000,000. Each private placement warrant (“private placement warrant”) is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). The proceeds from the sale of the private placement warrants were added to the net proceeds from the Initial Public Offering held in the trust account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended August 21, 2020, the sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 shares of Class B ordinary shares (the “founder shares”). The founder shares include an aggregate of up to 937,500 shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of founder shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On November 23, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of November 23, 2020, there are 6,250,000 founder shares issued and outstanding. The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On August 21, 2020, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2020 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Note of $150,295 was repaid at the closing of the Initial Public Offering on October 9, 2020. Related Party Loans In order to finance transaction costs in connection with an initial business combination, the sponsor or an affiliate of the sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended August 21, 2020, the sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 shares of Class B ordinary shares (the “founder shares”). The founder shares include an aggregate of up to 937,500 shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of founder shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On November 23, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of November 23, 2020, there are 6,250,000 founder shares issued and outstanding. The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On March 11, 2021, the Company, sponsor and Holley Stockholder entered into the Sponsor Agreement, whereby the sponsor has agreed to (i) waive certain of its anti-dilution and conversion rights with respect to the founder shares and (ii) an earn-out in respect of the Earn-Out Shares. For more information, see the description of the Sponsor Agreement in Note 9 below. Related Party Loans In order to finance transaction costs in connection with an initial business combination, the sponsor or an affiliate of the sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. PIPE Financing In connection with the execution of the Merger Agreement, Empower entered into the PIPE Subscription Agreements with the PIPE Investors to sell an additional 24,000,000 shares of Common Stock (at a price of $10.00 per share) at Closing, for a total aggregate purchase price of up to $240.0 million. Per the Merger Agreement, $100.0 million of the PIPE Financing proceeds were used for the Debt Paydown. Empower entered into a PIPE Subscription Agreement with MidOcean Partners V, LP, an affiliate of the Sponsor, to purchase 1,950,000 shares of Domestication Common Stock in connection with the PIPE Investment for an aggregate purchase price of $19,500,000. The terms of the PIPE Subscription Agreement entered into with MidOcean Partners V, LP are the same as other PIPE Investors. With the consent of Empower, MidOcean Partners V, LP assigned (i) 50,000 shares under its PIPE Subscription Agreement to a new PIPE Investor on March 17, 2021, (ii) 100,000 shares under its PIPE Subscription Agreement to another new PIPE Investor on May 11, 2021, and (iii) 700,000 shares under its PIPE Subscription Agreement to certain new PIPE Investors on June 25, 2021. Forward Purchase Agreement The information contained in Note 9 below under the section entitled “Forward Purchase Agreement” is incorporated by reference herein. |
Commitments
Commitments | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | ||
Commitments | NOTE 7. COMMITMENTS Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on October 9, 2020, the holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an initial business combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholders rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company agreed that it will use its commercially reasonable efforts to (i) within 30 days after the closing of the an initial business combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investors’ forward purchase shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investors’ forward purchase warrants and (C) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after the Company completes an initial business combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of an initial business combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement. The Company will bear the cost of registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 23, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised. The underwriters are entitled to a deferred fee of $0.35 per unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”) pursuant to which Empower Funding LLC (“Empower Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with MidOcean Partners (“MidOcean”), and is an affiliate of the sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00 per unit, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by the MidOcean investment committee. The allocation of the forward purchase securities among the ultimate MidOcean funds that will be funding the forward purchase will be determined by MidOcean, in its sole discretion, at the time of an initial business combination. If the sale of the forward purchase units fails to close, for any reason, the Company may lack sufficient funds to consummate an initial business combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, except that they will be subject to certain registration rights. | NOTE 7. COMMITMENTS Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on October 9, 2020, the holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an initial business combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholders rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the FPA (as defined below), as amended and restated on March 11, 2021 (the “A&R FPA”), the Company agreed that it will use its commercially reasonable efforts to (i) within 30 days after the closing of the an initial business combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investors’ forward purchase shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investors’ forward purchase warrants and (C) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after the Company completes an initial business combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of an initial business combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the A&R FPA. The Company will bear the cost of registering these securities. The PIPE Investors have certain customary registration rights pursuant to the Subscription Agreements. In particular, the Company has committed to file for registration with the SEC such Domesticated Company Common Stock issued pursuant to the PIPE Subscription Agreement. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. In connection with the closing of the Business Combination, the deferred fee was paid to the underwriters. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”), dated as of October 6, 2020, pursuant to which Empower Funding LLC (“Empower Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with MidOcean Partners (“MidOcean”), and is an affiliate of the sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00 per unit, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by the MidOcean investment committee. Concurrent with the execution of the Merger Agreement, the Company amended and restated the FPA (the “A&R FPA”), whereby the parties agreed to remove the requirement that the MidOcean investment committee approve the initial business combination. The allocation of the forward purchase securities among the ultimate MidOcean funds that will be funding the forward purchase will be determined by MidOcean, in its sole discretion, at the time of an initial business combination. If the sale of the forward purchase units fails to close, for any reason, the Company may lack sufficient funds to consummate an initial business combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, except that they will be subject to certain registration rights. On July 9, 2021, the A&R FPA Investor entered into that certain Assignment and Assumption Agreement with MidOcean Partners V, L.P. and MidOcean Partners V Executive, L.P. (collectively, “New FPA Purchasers”) pursuant to which the A&R FPA Investor assigned 4,975,000 Empower Units to MidOcean Partners V, L.P. and 25,000 Empower Units to MidOcean Partners V Executive, L.P. Immediately prior to the Domestication, New FPA Purchasers were issued 5,000,000 Empower Units for an aggregate purchase price of $50,000,000 and, following the Domestication, such Empower Units were subsequently separated into shares of underlying Common Stock and warrants to acquire Common Stock. Pursuant to the A&R FPA, Empower entered into an agreement to issue 5,000,000 Empower Units to the A&R FPA Investor, which was subsequently assigned to the New FPA Purchasers, and consummated concurrently with the Closing, for total proceeds for $50.0 million. |
Shareholders' Equity
Shareholders' Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Empower Ltd [Member] | ||
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY (Restated, see Note 2 – Amendment No. 2) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial business combination, excluding any forward purchase securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 8. SHAREHOLDERS’ DEFICIT (Restated – see Note 2) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial business combination, excluding any forward purchase securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrant Liability
Warrant Liability | 4 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | |
Warrant Liability | 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. | ||
Empower Ltd [Member] | |||
Warrant Liability | NOTE 9. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. The private placement warrants are identical to the public warrants underlying the units sold in the Initial Public Offering, except that the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. | NOTE 10. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial business combination, 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 reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 p e If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. The private placement warrants are identical to the public warrants underlying the units sold in the Initial Public Offering, except that the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. |
Lease Commitments
Lease Commitments | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 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. | 12. LEASE COMMITMENTS The Company is obligated under various operating leases for manufacturing facilities, equipment and automobiles. Leases have a remaining term of one 2021 $ 4,543 2022 3,278 2023 2,695 2024 1,760 2025 1,242 Thereafter 3,863 For the years ended December 31, 2020, 2019, and 2018, total rent expense under operating leases approximated $4,688, $4,737, and $2,749, respectively. Taxes, insurance and maintenance expenses relating to all leases are obligations of the Company. |
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 | 4 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | |
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 payable — — 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,” 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 Acquisition Earn-Out 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 | ||
Empower Ltd [Member] | |||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 9,583,333 Warrant liability – private placement warrants 3 5,506,667 Forward purchase agreement liability 3 2,050,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Public Warrants were valued at the initial measurement date using a Monte Carlo simulation model, and the Private Placement Warrants were valued at all dates using a Modified Black Scholes model, both of which are considered to be a Level 3 fair value measurement. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the public warrants was used as the fair value on the relevant date. Under each of the Modified Black Scholes model and the Monte Carlo simulation model, the primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of the subsequent valuation date was implied from the volatility of Company’s public warrants. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 19, 2020 $ — $ — $ — Initial measurement on October 9, 2020 4,900,000 8,500,000 13,400,000 Change in valuation inputs or other assumptions 606,667 1,083,333 1,690,000 Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 The liability for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $50 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $50 million fixed commitment is recorded on the financial statements. The primary unobservable input utilized in determining the fair value of the FPAs is the continuous risk free rate commensurate with the remaining term to the initial business combination. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, October 6, 2020 $ 50,000 Recognized loss on change in fair value (1) 2,000,000 Fair value, December 31, 2020 $ 2,050,000 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in Recognized loss on change in fair value of FPA liability on the statement of operations. The key inputs into the models for the Private Placement Warrants, Public Warrants and FPA at initial measurement and for the Private Placement Warrants and FPA at December 31, 2020 were as follows: Input October 9, December 31, Risk-free interest rate 0.45 % 0.51 % Trading days per year 252 252 Expected volatility 17.5 % 16.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.54 $ 10.01 | NOTE 11. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at each of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and marketable securities held in trust account 1 $ 250,112,265 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 15,666,666 $ 9,583,333 Warrant liability – private placement warrants 3 9,566,667 $ 5,506,667 Forward purchase agreement liability 3 3,250,000 2,050,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Public Warrants were valued at the closing price on the relevant date. The Private Placement Warrants were valued using a Modified Black Scholes model which is considered to be a Level 3 fair value measurement. Under each of the Modified Black Scholes model and the Monte Carlo simulation model, the primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of the subsequent valuation date was implied from the volatility of Company’s public warrants. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 Change in valuation inputs or other assumptions 186,667 250,000 436,667 Fair value as of March 31, 2021 5,693,334 9,833,333 15,526,667 Change in valuation inputs or other assumptions 3,873,333 5,833,333 9,706,666 Fair value as of June 30, 2021 $ 9,566,667 $ 15,666,666 $ 25,233,333 The liability for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $50 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $50 million fixed commitment is recorded on the financial statements. The primary unobservable input utilized in determining the fair value of the FPA is the continuous risk free rate commensurate with the remaining term to the initial business combination. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, December 31, 2020 $ 2,050,000 Recognized gain on change in fair value (1) (300,000 ) Fair value, March 31, 2021 1,750,000 Recognized loss on change in fair value (1) 1,500,000 Fair value, June 30, 2021 $ 3,250,000 (1) Represents the non-cash loss (gain) on change in valuation of the FPA liability and is included in change in fair value of FPA liability on the accompanying condensed statements of operations. The key inputs into the models for the Private Placement Warrants at June 30, 2021, March 31, 2021 and December 31, 2020 were as follows: Input June 30, 2021 March 31, 2021 December 31, 2020 Risk-free interest rate 0.88 % 0.98 % 0.51 % Trading days per year 252 252 252 Expected volatility 27.2 % 17.4 % 16.5 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.01 $ 9.98 $ 10.01 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 2021 2020 2021 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, September 27, September 26, September 27, 2021 2020 2021 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 | 7. 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 the 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. We elected the practical expedient to disregard the possible existence of a significant financing component related to payment on contracts, as we expect that customers will pay for the products within one year. We have 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 15 for more information. The following table summarizes total revenue by product category: 2020 2019 2018 Electronic systems $ 266,742 $ 199,295 $ 47,110 Mechanical systems $ 119,784 92,498 41,024 Exhaust 71,915 51,802 43,644 Accessories 38,543 25,068 6,133 Safety 7,195 — — Total sales $ 504,179 $ 368,663 $ 137,911 The following table summarizes total revenue based on the geographic location from which the product is shipped for the years ended December 31: 2020 2019 2018 United States $ 502,661 $ 368,663 $ 137,911 Italy 1,518 — — Total sales $ 504,179 $ 368,663 $ 137,911 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 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. | 8. INCOME TAXES Income tax expense (benefit) of the Company consisted of: 2020 2019 2018 Current income tax expense (benefit) Federal $ (530 ) $ 4,420 $ 1,220 State 1,174 302 145 Foreign 1,668 1,894 (169 ) 2,312 6,616 1,196 Deferred income tax expense (benefit) Federal 7,136 (9,663 ) (4,063 ) State (622 ) (1,826 ) (1,708 ) 6,514 (11,489 ) (5,771 ) Total income tax expense (benefit) $ 8,826 $ (4,873 ) $ (4,575 ) Reported income tax expense (benefit) for the year ended December 31, 2020, 2019 and 2018 differs from the “expected” tax expense (benefit), computed by applying the U.S. Federal statutory income tax rate of 21% to income before income taxes as follows: 2020 2019 2018 “Expected” tax expense (benefit) $ 8,753 $ (906 ) $ (7,389 ) State income tax expense (benefit) 335 (1,005 ) (1,115 ) Permanent tax differences 167 494 4,207 Foreign tax rate 389 369 7 Tax credit (646 ) (750 ) (120 ) Other differences, net (172 ) (3,075 ) (165 ) Reported income tax expense (benefit) $ 8,826 $ (4,873 ) $ (4,575 ) The Company’s income before income taxes was subject to taxes in the following jurisdictions: 2020 2019 2018 United States $ 37,548 $ (7,879 ) $ (34,459 ) Foreign 4,135 3,567 (729 ) $ 41,683 $ (4,312 ) $ (35,188 ) The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities consisted of the following: 2020 2019 Deferred tax assets: Reserves on assets $ 6,435 $ 5,603 Liabilities not yet deductible 3,786 3,565 Interest expense limitation 5,491 12,965 Other 2,332 1,645 Total gross deferred tax assets 18,044 23,778 Deferred tax liabilities: Tradename 31,962 25,810 Intangible assets 45,956 41,002 Goodwill 5,743 3,858 Inventory 832 — Property, plant and equipment 5,125 4,633 Total gross deferred tax liabilities 89,618 75,303 Net deferred tax liabilities $ 71,574 $ 51,525 Based on the Company’s projected pretax earnings, reversal of deferred tax liabilities and other relevant factors, management believes that it is more likely than not that the Company’s deferred tax assets at December 31, 2020 and 2019 will be realized. As more fully discussed in Note 1, Summary of Significant Accounting Policies, COVID-19 was declared a pandemic in March 2020. In response to the pandemic, various stimulus legislation was enacted in 2020 including the Coronavirus Aid, Relief and Economic Security Act (CARES Act), signed into law on March 27, 2020 and the Consolidated Appropriations Act, 2021 (CAA Act), signed into law on December 27, 2020. The Cares Act resulted in the Company being able to deduct additional interest expense due to the increase in interest expense limitation. The Company was also able to carryback its net operating loss. We have evaluated the CAA Act and believe any impact to our financial statements, as a result of such legislation, will be immaterial. |
Earnings Per Share
Earnings Per Share | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, Numerator: Net income $ (30,200 ) $ 13,543 $ (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 — — — — Weighted average common shares assuming dilution 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, September 27, September 26, September 27, Anti-dilutive shares excluded from calculation of diluted EPS: 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 — | 9. EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share: 2020 2019 2018 Numerator: Net income $ 32,857 $ 561 $ (30,613 ) Denominator: Weighted average common shares 67,673,884 67,673,884 67,673,884 Dilutive effect of potential common shares — — — Weighted average common shares assuming dilution 67,673,884 67,673,884 67,673,884 Earnings per share: Basic $ 0.49 $ 0.01 $ (0.45 ) Diluted $ 0.49 $ 0.01 $ (0.45 ) |
Benefit Plans
Benefit Plans | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, Components of Expense: 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 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. | 10. BENEFIT PLANS Defined Benefit Plan The Company has a defined benefit pension plan (the “Plan”) for its employees. The Projected Unit Credit Actuarial Cost Method is used to determine the normal cost of the Plan and estimated pension benefit obligation. During 2002, the Plan was amended to curtail accrual of future benefits under the Plan. The pension plan assets are managed to maximize total return over the long term while providing sufficient liquidity and current return to satisfy the cash flow requirements of the plan. The plan’s day-to-day investment decisions are managed by our outside investment manager; however, overall investment strategies are discussed with our employee benefits committee. Our investment strategy is to weight our portfolio towards large-cap, high-quality, dividend-growing equities that we have historically favored. As our plan matures and interest rates normalize, we expect a greater allocation to fixed-income securities to better align asset and liability market risks. Our fixed-maturity bond portfolio is investment grade. The plan does not engage in derivative transactions. The benefit obligation, accumulated benefit obligation, fair value of Plan assets, funded status of the Plan and benefits paid as of and for the year ended December 31, 2020 and 2019 are as follows: 2020 2019 Change in Benefit Obligations Beginning benefit obligation $ 5,993 $ 5,627 Service cost 159 142 Interest cost 190 231 Benefits paid (339 ) (346 ) Expenses paid (142 ) (158 ) Actuarial loss 690 497 Ending benefit obligation 6,551 5,993 Change in Plan Assets Beginning fair value of plan assets 4,089 3,740 Actual return on plan assets 559 568 Employer contributions 589 285 Benefits paid from plan assets (339 ) (346 ) Expenses paid (142 ) (158 ) Ending fair value of plan assets 4,756 4,089 Ending funded status $ (1,795 ) $ (1,904 ) Amounts Recorded in the Consolidated Balance Sheets Current liabilities $ — $ — Non-current liabilities (1,795 ) (1,904 ) Net amount recorded $ (1,795 ) $ (1,904 ) Amounts Recorded in Accumulated Other Comprehensive Loss Net actuarial loss $ (293 ) $ (123 ) The accumulated benefit obligation for the Plan was $6,551 and $5,993 at December 31, 2020 and 2019. The Company recognized $94, $141, and $24 in benefit costs in 2020, 2019 and 2018, respectively. The Company made contributions of $589 and $285 in 2020 and 2019, respectively. The Company made no contributions in 2018. There were no participant contributions for 2020, 2019, and 2018. The Company estimates its contributions for 2021 will be approximately $367. 2020 2019 2018 Components of Expense Service cost $ 159 $ 142 $ 25 Interest cost 190 231 41 Expected return on plan assets (255 ) (232 ) (42 ) Net periodic benefit cost $ 94 $ 141 $ 24 The amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss: 2020 2019 2018 Net loss $ 822 $ 436 $ 275 The total estimated to be amortized from accumulated other comprehensive loss over the next fiscal year is $21. Weighted-average assumptions used to determine net cost: 2020 2019 Discount rate 3.25 % 4.32 % Expected return on plan assets 6.35 % 6.50 % The Company uses a measurement date of December 31 for its defined benefit pension plan. Weighted-average assumptions used to determine the benefit obligation: 2020 2019 Discount rate 2.38 % 3.25 % In order to develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. The fair value of the Plan assets at December 31, 2020 and 2019 and target asset allocation for 2021, by asset category, are as follows: Target Allocation 2020 2019 Common stock 35 % $ 1,562 $ 1,748 Mutual funds 25 % 2,202 856 Corporate/government bonds 40 % 982 1,473 Cash and cash equivalents 0 % 10 12 Total 100 % $ 4,756 $ 4,089 Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis as well as the general classification of such assets pursuant to the valuation hierarchy. Common Stock: Mutual Funds: Corporate/government bonds: The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the fair value hierarchy in which the fair value measurements fall at December 31, 2020 and 2019: December 31, 2020 Fair Value Markets for Other Significant Common stock $ 1,562 $ 1,562 $ — $ — Mutual funds 2,202 2,202 — — Corporate/government bonds 982 — 982 — Cash and cash equivalents 10 — 10 — Total $ 4,756 $ 3,764 $ 992 $ — December 31, 2019 Fair Value Markets for Other Significant Common stock $ 1,748 $ 1,748 $ — $ — Mutual funds 856 856 — — Corporate/government bonds 1,473 — 1,473 — Cash and cash equivalents 12 — 12 — Total $ 4,089 $ 2,604 $ 1,485 $ — Plan contributions are made and the actuarial present value of accumulated Plan benefits are reported based on certain assumptions pertaining to interest rates, inflation rates and employee demographics, all of which are subject to change. Due to uncertainties inherent in the estimation and assumption process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the consolidated financial statements. The Company generally funds accrued pension cost based on minimum Employee Retirement Income Security Act funding requirements. Benefit payments are anticipated to be as follows: 2021 $ 369 2022 373 2023 375 2024 372 2025 372 2026 — 2030 1,858 401(k) Plan The Company has 401(k) savings plan for salaried and non-salaried employees. Participation in the plan is optional. The Company matches employee contributions up to 3.5% each pay period. The Company made matching contributions of $1,997, $1,141, and $274 for the years ended December 31, 2020, 2019, and 2018, respectively. In addition, the Company had accrued approximately $440 for an additional Company match as of December 31, 2020, which is expected to be paid out in the second quarter of 2021. |
Equity-Based Compensation Plans
Equity-Based Compensation Plans | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 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 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. | 11. EQUITY-BASED COMPENSATION PLANS The Company has authorized an incentive pool of 41.4 million units of Parent that Management has the right to grant, which are designated as profit interest units (“PIUs”). The Company grants PIUs to certain employees, which 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. During 2020, 2019, and 2018, the Company granted 4,507, 2,967, and 20,700 PIUs, respectively, that contained certain performance vesting criteria related to the attainment of specified levels of return for certain other investors in Parent and the occurrence of certain events. The weighted-average grant date fair value of these performance based PIUs was $0.27, $0.24, and $0.26 for grants in 2020, 2019, and 2018, respectively. No expense has been recorded in 2020, 2019, or 2018, as meeting the necessary performance conditions for vesting is not considered probable. The tables below summarize the PIU activity during the years ended December 31, 2020 and 2019: Outstanding Weighted December 31, 2017 — $ — Granted 27,925 0.27 December 31, 2018 27,925 0.27 Granted 3,906 0.25 December 31, 2019 31,831 0.27 Granted 5,932 0.28 Forfeited (2,193 ) 0.27 December 31, 2020 35,570 $ 0.27 As of December 31, 2020, 2019 and 2018, the amount of unvested PIUs was 32,383, 30,323 and 27,925, respectively, with a weighted average grant date fair value of $0.26, $0.28 and $0.27 as December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, 3,187 and 1,508 PIUs were fully vested, respectively, with a total grant-date fair value of $487 and $437 in 2020 and 2019, respectively. No PIUs vested during 2018. As of December 31, 2020, the total compensation cost related to nonvested PIUs, which vest related to service-based criteria, not yet recognized and the weighted-average period over which it’s expected to be recognized is $1,737 and 3.4 years, respectively. PIUs are measured at the estimated fair value on the measurement date, which is typically the grant date. The fair value of PIUs is estimated using the Black-Scholes option pricing model. PIUs are valued based on the Company’s estimated equity value for each unit class at the time of granting. The assumptions used to calculate the fair value of equity awards granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s historical experience. Determining the fair value of equity-based awards at the grant date is affected by estimates involving inherent uncertainties, as well as assumptions regarding a number of other complex and subjective variables. These variables include the fair value of the Company’s equity unit classes, value adjustments for a reduction in marketability, expected unit price volatility over the expected term of the units, unit redemption and cancellation behaviors, risk-free interest rates and expected dividends. The fair value of PIUs is estimated on the grant date with the following assumptions: Year ended 2020 2019 2018 Weighted-average expected term 3.4 4.1 4.8 Expected volatility 72.5 % 72.5 % 62.5 % Expected dividend — — — Risk-free interest rate 0.3 % 1.5 % 2.5 % • Expected Term — The expected term represents the period that the Company’s equity-based awards are expected to be outstanding, which is determined based on the contractual terms, vesting schedules and expectations of future unit holder behavior. • Expected Volatility — As the Company is a private company and does not have a trading history for the Company’s units, the expected price volatility for the Company’s units is estimated by taking the average historical price volatility for industry peers. Industry peers, which the Company has designated, consist of several public companies in the industry similar in size, stage of life cycle and financial leverage. These industry peers were also utilized in the Company’s unit valuations. • Expected Dividend Yield — 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. • Risk-free Interest Rate — The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. The Company recognizes compensation expense related to PIUs based on the fair value at the grant date over the requisite service period of the award. The Company has elected to recognize the impact of forfeitures as they occur. The following table presents the effects of equity-based compensation on the consolidated statements of comprehensive income (loss) during the periods presented: Year ended December 31, 2020 2019 2018 Selling, general and administrative $ 487 $ 437 $ — |
Major Reseller Customers
Major Reseller Customers | 12 Months Ended |
Dec. 31, 2020 | |
Major Reseller Customers [Abstract] | |
MAJOR RESELLER CUSTOMERS | 13. MAJOR RESELLER CUSTOMERS The Company’s reseller customers include many large and well-known automotive parts retailers and distributors. The following table summarizes resellers that individually account for more than 5% of the Company’s net sales in any of the periods presented: 2020 2019 2018 Customer A 21.5 % 20.0 % 12.8 % Customer B 5.4 % 5.7 % 5.6 % Customer C 4.5 % 5.6 % 2.5 % The following reseller customers accounted for 10% or more of the Company’s account receivable balance in any of the periods presented: 2020 2019 Customer A 13.2 % 7.6 % Customer D 8.9 % 11.6 % |
Acquisition, Restructuring and
Acquisition, Restructuring and Management Fee Costs | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisition, Restructuring 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, September 27, September 26, September 27, 2021 2020 2021 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 and management fees $ 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. | 14. ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS During the year ended December 31, 2020 the Company incurred $15,832 of acquisition, restructuring and management fee costs comprised of the following: (1) $4,434 of professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions; (2) $5,309 incurred as part of the restructuring of operations including professional and consulting services; and (3) $6,089 of acquisition costs and management fees paid to Sentinel Capital Partners, a related party. During the year ended December 31, 2019 the Company incurred $8,604 of acquisition, restructuring and management fee costs comprised of the following: (1) $1,404 of professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions; (2) $3,538 incurred as part of the restructuring of operations including professional and consulting services; and (3) $3,662 of acquisition costs and management fees paid to Sentinel Capital Partners, a related party. During the year ended December 31, 2018 the Company incurred $22,022 of acquisition, restructuring and management fee costs comprised of the following: (1) $7,933 of professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions; (2) $1,220 incurred as part of the restructuring of operations including professional and consulting services; and (3) $12,869 of acquisition costs and management fees paid to Sentinel Capital Partners, a related party. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 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 | 15. COMMITMENTS AND CONTINGENCIES The Company is a party to various lawsuits and claims in the normal course of business. While the lawsuits and claims against the Company cannot be predicted with certainty, management believes that the ultimate resolution of the matters will not have a material effect on the consolidated financial position or results of operations of the Company. The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time depending on the nature of the product. The accrued product warranty costs are based primarily on historical experience of actual warranty claims and are recorded at the time of the sale. The following table provides the changes in the Company’s accrual for product warranties which is classified as a component of accrued liabilities in the consolidated balance sheets. 2020 2019 Beginning balance $ 3,454 $ 2,584 Accrued for current year warranty claims 11,251 8,485 Settlement of warranty claims (10,716 ) (7,615 ) Ending balance $ 3,989 $ 3,454 |
Subsequent Events
Subsequent Events | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 16. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the issuance of these financial statements, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following: Business Combination On July 17, 2021, the Company consummated the previously announced Business Combination with Empower, Ltd., a special purpose acquisition company. The Company is considered the accounting acquirer under FASB’s ASC Topic 805, Business Combinations. See Note 1 for additional detail. In connection with the Business Combination, on July 17, 2021, our stockholders approved the 2021 Omnibus Incentive Plan (the “2021 Plan”). On July 16, 2021, the Company granted 1,394,008 options to purchase shares of the Company’s common stock to key employees. On September 23, 2021, the Company granted 658,891 RSUs to key employees and directors. Financing On November 18, 2021, the Company entered into a new credit facility, which consists of a seven-year five-year Acquisitions The Company completed eight acquisitions during 2021 for an aggregate purchase price of $120,000. These acquisitions were accounted for as business combinations and were funded with borrowings from the new credit facility and cash on hand. | ||
Empower Ltd [Member] | |||
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than what is described below and the restatement discussed in Note 2. On July 16, 2021, the Company completed the Business Combination pursuant to the Merger Agreement as described in Note 1. |
Description of the Business, Ba
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Dec. 31, 2020 | |
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. | BASIS OF PRESENTATION The consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. | ||
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. | |||
Emerging Growth Company Status | Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company is an emerging growth company, and, as such, has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. | |||
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash and deposits with financial institutions with original maturities less than 90 days. The Federal Deposit Insurance Corporation insures financial institution deposits up to $250. The Company maintains deposits exceeding $250 in certain accounts at financial institutions. At December 31, 2020 and 2019, the Company had cash in foreign bank accounts of $4,607 and $206, respectively. | |||
Accounts Receivable And Allowance For Credit Losses | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES Accounts receivable represent amounts due from customers in the ordinary course of business. The receivables are stated at the amount management expects to collect. The Company is subject to risk of loss from uncollectible receivables in excess of its allowance. The Company maintains an allowance for credit losses for estimated losses from customers’ inability to make required payments. In order to estimate the appropriate level of this allowance, the Company analyzes historical bad debts, customer concentrations, current customer credit worthiness, current economic trends and changes in customer payment patterns. Accounts are written off when management determines the account is uncollectable. Interest is not charged on past due accounts. | |||
Inventory Valuation | INVENTORY VALUATION The Company’s inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances. | |||
Warrant and Forward Purchase Agreement Liabilities [Policy Text Block] | 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. | |||
Goodwill | GOODWILL Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. On an annual basis or whenever events or changes in circumstances indicate the carrying value of goodwill may have been impaired, the Company may perform a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that the fair value of the reporting unit is less than its carrying amount or elects not to perform a qualitative assessment, it will perform a quantitative analysis; otherwise, no further evaluation is necessary. For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of the reporting unit based on a weighting of income and market approaches. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings. No impairment charges have been incurred during 2020, 2019, or 2018. The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Beginning balance $ 297,607 $ 296,618 HPI transaction — (1,082 ) Range transaction — 2,071 Drake transaction 7,551 — Simpson transaction 51,305 — Detroit Speed transaction 2,636 — Ending balance $ 359,099 $ 297,607 | |||
Intangible Assets Other Than Goodwill | INTANGIBLE ASSETS OTHER THAN GOODWILL Tradenames acquired in certain business combinations were determined to have indefinite useful lives and are not amortized, but instead are tested for impairment on an annual basis and when facts and circumstances indicate that the carrying values of the assets may be impaired. If such review indicates an asset’s carrying value may not be recoverable, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset. As part of separate business acquisitions, the Company’s customer relationships, technology and certain tradenames were identified as definite-lived intangible assets. The customer relationship intangible assets are being amortized over a ten five fifteen December 31, 2020 Gross Carrying Accumulated Net Carrying 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 December 31, 2019 Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 198,768 $ (13,581 ) $ 185,187 Tradenames 13,775 (2,656 ) 11,119 Technology 21,875 (4,543 ) 17,332 Total finite-lived intangible assets $ 234,418 $ (20,780 ) $ 213,638 Indefinite-lived intangible assets: Tradenames $ 119,868 $ — $ 119,868 Amortization expense for finite-lived intangible assets was $11,082, $10,456, and $4,434 in 2020, 2019, and 2018, respectively. Amortization expense over the next five years is estimated to be $13,421 in 2021, $13,421 in 2022, $13,258 in 2023, $12,444 in 2024, and $12,444 in 2025, respectively. | |||
Property, Plant And Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment acquired in various acquisitions have been recorded at fair value. All other property, plant and equipment is recorded at cost. Depreciation and amortization are provided for using the straight-line method over the estimated | |||
Debt Issuance Costs | DEBT ISSUANCE COSTS Debt issuance costs are being amortized using the effective interest method over the term of the related debt. As of December 31, 2020 and 2019 debt issuance costs were $16,684 and $15,065, respectively, and included as a reduction of debt. Amortization expense for debt issuance costs was $3,092, $3,097, and $3,797 in 2020, 2019 and 2018, respectively, which is included in interest expense in the accompanying consolidated statements of comprehensive income (loss). | |||
Self-Insurance | SELF-INSURANCE The Company is self-insured for employee medical and prescription drug benefits up to certain stop loss coverage amounts. The Company accrues an estimate for unpaid claims, as well as incurred but not reported claims, based upon the Company’s claim experience and expectations of future claim activity. The resulting liability and expense are reflected as a component of accrued expenses, cost of sales and selling, general and administrative expenses in the accompanying consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. | |||
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. | FAIR VALUE 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 at December 31, 2020 and 2019. Fair value measurements used in the impairment reviews of goodwill and intangible assets are Level 3 measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: 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. | |||
Revenue Recognition | REVENUE RECOGNITION The Company recognizes revenue with customers when control of the promised goods transfers to the customer. This generally occurs when the product is delivered to the customer. Revenue is recorded at the amount of consideration the Company expects to be entitled to in exchange for the delivered goods, which includes an estimate of variable consideration, expected returns, or refunds when applicable. The Company estimates variable consideration, such as sales incentives, by using the most likely amount approach, which considers the single most likely amount from a range of possible consideration amounts. Estimates of variable consideration result in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Revenue is recorded net of sales tax. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in selling, general and administrative costs. For more information about the Company’s revenue from contracts with customers, refer to Note 7 Revenue. | |||
Customer Sales Incentives | useful lives of the assets. Estimated useful lives for new property, plant and equipment additions are ten years to twenty-five years for buildings and improvements and three to ten years for machinery and equipment. Maintenance, repairs, and betterments which do not enhance the value of or increase the life of the assets are expensed as incurred. DEBT ISSUANCE COSTS Debt issuance costs are being amortized using the effective interest method over the term of the related debt. As of December 31, 2020 and 2019 debt issuance costs were $16,684 and $15,065, respectively, and included as a reduction of debt. Amortization expense for debt issuance costs was $3,092, $3,097, and $3,797 in 2020, 2019 and 2018, respectively, which is included in interest expense in the accompanying consolidated statements of comprehensive income (loss). SELF-INSURANCE The Company is self-insured for employee medical and prescription drug benefits up to certain stop loss coverage amounts. The Company accrues an estimate for unpaid claims, as well as incurred but not reported claims, based upon the Company’s claim experience and expectations of future claim activity. The resulting liability and expense are reflected as a component of accrued expenses, cost of sales and selling, general and administrative expenses in the accompanying consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. REVENUE RECOGNITION The Company recognizes revenue with customers when control of the promised goods transfers to the customer. This generally occurs when the product is delivered to the customer. Revenue is recorded at the amount of consideration the Company expects to be entitled to in exchange for the delivered goods, which includes an estimate of variable consideration, expected returns, or refunds when applicable. The Company estimates variable consideration, such as sales incentives, by using the most likely amount approach, which considers the single most likely amount from a range of possible consideration amounts. Estimates of variable consideration result in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. Revenue is recorded net of sales tax. Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in selling, general and administrative costs. For more information about the Company’s revenue from contracts with customers, refer to Note 7 Revenue. CUSTOMER SALES INCENTIVES Sales incentives provided take the form of either sales discounts or rebates and are treated as a reduction of net sales. The Company also maintains a cooperative advertising program with its customers and provides sales incentives to the extent of the estimated value of advertising provided by the customer on behalf of the Company. The costs incurred under the cooperative advertising program are included as a reduction of net sales. | |||
Sales Returns | SALES RETURNS Estimated sales returns and allowances are recorded as a charge against gross sales in the period in which the related sales are recognized, net of returns to stock. The Company allows customers to return products when certain Company-established criteria are met. The Company estimates sales returns based primarily upon actual historical returns, planned product discontinuances, and promotional sales. 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. | |||
Income Taxes | INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes income tax positions only if those positions are “more likely than not” of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense (benefit). The Company has no amounts accrued for such interest or penalties as of December 31, 2020 and 2019. The Company files income tax returns in the U.S. federal jurisdiction and various foreign and state jurisdictions. As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. The statute of limitations remains open for U.S. and certain state income tax examinations for years ended December 31, 2018 through December 31, 2020. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. | |||
Net Income (Loss) Per Common Share | 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. | 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. | ||
Impairment or Disposal Of Long-Lived Assets | IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS The Company accounts for long-lived assets, including intangible assets subject to amortization, in accordance with the provisions that require long-lived assets, such as property and equipment, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||
Advertising | ADVERTISING Advertising production costs are expensed the first time the advertising takes place. Total advertising expenses were $4,379, $3,921, and $997 for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising costs are classified as a component of selling, general and administrative costs in the accompanying consolidated statements of comprehensive income (loss). | |||
Research and Development Costs | RESEARCH AND DEVELOPMENT COSTS Research, development, pre-production and start-up costs related to both present and future products are expensed as incurred. Such costs amount to $23,483, $20,630, and $6,802 for the years ended December 31, 2020, 2019, and 2018, respectively. | |||
Other Comprehensive Income (loss) | OTHER COMPREHENSIVE INCOME (LOSS) Comprehensive loss encompasses all changes in stockholder’s equity and includes net income, change in the foreign currency translation adjustment and minimum pension liability. The Company’s accumulated other comprehensive loss shown on the consolidated balance sheets as of December 31, 2020 and 2019 consists of minimum pension loss of $690 and $397, respectively, and the foreign currency translation adjustment of $16 as of December 31, 2020 | |||
Foreign Currencies | FOREIGN CURRENCIES The functional currency of the Company’s Italian subsidiary is the Euro. Assets and liabilities of foreign operations are translated using period end exchange rates. Revenue and expenses are translated using average exchange rates during each period reported. Translation gains are reported in accumulated other comprehensive loss as a component of shareholders equity and were $16 as of December 31, 2020. There was no translation adjustment as of December 31, 2019. The Company recognizes foreign currency transaction gains (losses) on certain assets and liabilities. These transaction (gains) losses are reported in other expense in the consolidated statements of comprehensive income (loss) and were ($284), ($27) and $590 for the years ended December 31, 2020, 2019 and 2018, respectively. | |||
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. | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Estimates are used when accounting for items such as warranties, allowance for credit losses, estimated lives of property, plant and equipment, reserve for excess and obsolete inventories, recoverability of goodwill, intangible assets and other long-lived assets, customer co-operative advertising, sales returns and allowances, tax positions, deferred tax assets, pension obligations and employee medical and prescription drug benefits self-insurance accrual. | ||
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. | RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards Recently Adopted Financial Accounting Standards Board (“FASB”) issued new guidance that created Topic 606, Revenue from Contracts with Customers, in the Accounting Standards Codification (“ASC”). Topic 606 superseded the revenue recognition required in FASB ASC 605, Revenue Recognition, and required the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Prior to January 1, 2019, the Company accounted for revenue recognition under ASC 605 in which revenue is recognized at the point title and risk of loss are transferred to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists, and the price is fixed and determinable. The Company adopted the requirements of the new guidance as of January 1, 2019, utilizing the modified retrospective method of transition. This approach was applied to contracts that were not completed as of December 31, 2018. Adoption of Topic 606 resulted in immaterial changes to the Company’s accounting policies for revenue and cost recognition. As a result, at the date of adoption, no adjustment to beginning accumulated deficit was deemed necessary. The FASB issued 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in ASU 2016-13 will provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU is effective for annual reporting periods beginning after December 15, 2022. The Company early adopted the standard in 2020. There was no material impact of adopting this guidance on its financial statements. Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The Company expects to adopt this ASU for annual reporting periods beginning after December 15, 2021 and early adoption is 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 Company expects to adopt this ASU for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. 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. | ||
Segments | SEGMENTS The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has one reportable segment. | |||
Risks and Uncertainties | RISKS AND UNCERTAINTIES COVID-19 and the measures taken by many countries in response have contributed to a general slowdown in the global economy and adversely affected, and could in the future adversely affect, the Company’s business and operations. The Company has experienced disruptions and higher costs in manufacturing, supply chain, logistical operations and outsourced services, and shortages of the Company’s 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 development and availability of effective treatments and vaccines, the imposition of effective public safety and other protective measures, the impact of COVID-19 on the global economy and demand for the Company’s products and services. Should the COVID-19 pandemic not improve or worsen, or if the Company’s attempt to mitigate its impact on its operations and costs is not successful, the Company’s business, results of operations, financial condition and prospects may be adversely affected. | |||
Empower Ltd [Member] | ||||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | ||
Emerging Growth Company Status | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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 has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. | ||
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the trust account were held in U.S. Treasury Bills. | Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the trust account were held in a money market fund and U.S. Treasury Bills, respectively. | ||
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary share issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,285,184 Class A ordinary share subject to possible redemption $ 250,052,906 | Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 | ||
Warrant and Forward Purchase Agreement Liabilities [Policy Text Block] | Warrant and Forward Purchase Agreement Liabilities The Company accounts for the public warrants (as defined in Note 4), the private placement warrants (as defined in Note 5) (collectively, the “Warrants”) and the FPA (as defined in Note 7) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be recorded as liabilities. At June 30, 2021 and December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued at both dates using a Modified Black Scholes Option Pricing Model. The fair value of the FPA at each date has been estimated using an adjusted net assets method (see Note 11). | |||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed financial statements, primarily due to their short-term nature. | ||
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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. | 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. | ||
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | ||
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share (Restated, See Note 2, Amendment No. 1) Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 13,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share of common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Year ended Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income allocable to shares subject to possible redemption $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Year ended Net earnings allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) (Restated, see Note 2 – Amendment No. 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 13,000,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): For the Period from August 19, Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (3,172,845 ) $ (1,271,049 ) Denominator: Basic and diluted weighted average shares outstanding 15,601,504 6,250,000 Basic and diluted net loss per ordinary share $ (0.20 ) $ (0.20 ) | Net Loss Per Ordinary Share (Restated – see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating loss per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 Class A ordinary shares in the aggregate. As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) | ||
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | ||
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. | ||
Warrant and FPA Liability | Warrant and FPA Liabilities The Company accounts for the Warrants and the FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and the FPA that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be required as liabilities. At December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. The fair value of the FPA has been estimated using an adjusted net assets method (see Note 10). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net loss per ordinary 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, September 27, September 26, September 27, Numerator: Net income $ (30,200 ) $ 13,543 $ (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 — — — — Weighted average common shares assuming dilution 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 table sets forth the calculation of basic and diluted earnings per share: 2020 2019 2018 Numerator: Net income $ 32,857 $ 561 $ (30,613 ) Denominator: Weighted average common shares 67,673,884 67,673,884 67,673,884 Dilutive effect of potential common shares — — — Weighted average common shares assuming dilution 67,673,884 67,673,884 67,673,884 Earnings per share: Basic $ 0.49 $ 0.01 $ (0.45 ) Diluted $ 0.49 $ 0.01 $ (0.45 ) | ||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Beginning balance $ 297,607 $ 296,618 HPI transaction — (1,082 ) Range transaction — 2,071 Drake transaction 7,551 — Simpson transaction 51,305 — Detroit Speed transaction 2,636 — Ending balance $ 359,099 $ 297,607 | |||
Summary of Intangible Assets | The changes in the carrying amount of intangible assets for the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 Gross Carrying Accumulated Net Carrying 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 December 31, 2019 Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 198,768 $ (13,581 ) $ 185,187 Tradenames 13,775 (2,656 ) 11,119 Technology 21,875 (4,543 ) 17,332 Total finite-lived intangible assets $ 234,418 $ (20,780 ) $ 213,638 Indefinite-lived intangible assets: Tradenames $ 119,868 $ — $ 119,868 | |||
Empower Ltd [Member] | ||||
Schedule the Ordinary Shares reflected in the balance sheets | At December 31, 2020, the Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary share issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,285,184 Class A ordinary share subject to possible redemption $ 250,052,906 | At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 | ||
Schedule of basic and diluted net loss per ordinary share | Year ended Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income allocable to shares subject to possible redemption $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Year ended Net earnings allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) For the Period from August 19, Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (3,172,845 ) $ (1,271,049 ) Denominator: Basic and diluted weighted average shares outstanding 15,601,504 6,250,000 Basic and diluted net loss per ordinary share $ (0.20 ) $ (0.20 ) | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Line Items] | ||
Schedule of restatement of previously issued financial statements | As Previously Adjustments As Restated Balance sheet as of October 9, 2020 Warrant liability — 13,400,000 13,400,000 Forward purchase agreement liability — 50,000 50,000 Total Liabilities $ 8,755,508 $ 13,450,000 $ 22,205,508 Class A Ordinary Shares Subject to Possible Redemption 237,804,830 (13,450,000 ) 224,354,830 Class A Ordinary Shares 122 134 256 Additional Paid-in Capital 5,004,166 532,751 5,536,917 Accumulated Deficit (5,003 ) (532,885 ) (537,888 ) Total Shareholders’ Equity 5,000,004 — 5,000,004 Number of Class A ordinary shares subject to redemption 23,780,483 (1,345,000 ) 22,435,483 Balance sheet as of December 31, 2020 Warrant liability — 15,090,000 15,090,000 Forward purchase agreement liability — 2,050,000 2,050,000 Total Liabilities $ 8,923,873 $ 17,140,000 $ 26,063,873 Ordinary Shares Subject to Possible Redemption 237,588,818 (17,139,998 ) 220,448,820 Class A Ordinary Shares 125 171 296 Additional Paid-in Capital 5,220,269 4,222,712 9,442,981 Accumulated Deficit (221,009 ) (4,222,885 ) (4,443,894 ) Shareholders’ Equity 5,000,010 (2 ) 5,000,008 Number of Class A ordinary shares subject to redemption 23,753,855 (1,713,637 ) 22,040,218 Statement of Operations Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Weighted average shares subject to possible redemption 23,780,483 (1,740,265 ) 22,040,218 Weighted average shares outstanding of basic and diluted shares 7,011,052 839,361 7,850,413 Basic and diluted net loss per ordinary share (0.04 ) (0.58 ) Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Change in warrant liability — 3,740,000 3,740,000 Allocation of initial public offering costs — 482,885 482,885 Initial classification of warrant liability — 13,450,000 13,450,000 Initial classification of common stock subject to possible redemption 237,804,830 (13,450,000 ) 224,354,830 Change in value of common stock subject to possible redemption (216,012 ) (3,690,000 ) (3,906,012 ) As Previously Adjustment As Restated Balance Sheet as of October 9, 2020 Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Ordinary shares $ 256 $ (256 ) $ — Additional paid-in capital $ 5,536,917 $ (5,536,917 ) $ — Accumulated deficit $ (537,888 ) $ (20,107,997 ) $ (20,645,885 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (25,645,170 ) $ (20,645,166 ) Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 220,448,820 $ 29,604,086 $ 250,052,906 Ordinary shares $ 296 $ (296 ) $ — Additional paid-in capital $ 9,442,981 $ (9,442,981 ) $ — Accumulated deficit $ (4,443,894 ) $ (20,160,809 ) $ (24,604,703 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Operations for the Period from August 19, 2020 (Inception) Through December 31, 2020 Weighted average Class A ordinary shares outstanding 22,435,483 (6,833,979 ) 15,601,504 Basic and diluted net loss per Class A ordinary share $ — $ (0.20 ) $ (0.20 ) Weighted average Class B ordinary shares outstanding 7,850,413 (1,600,413 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (0.58 ) $ 0.38 $ (0.20 ) As Previously Adjustment As Restated Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 19, 2020 (inception) through December 31, 2020 Sale of 25,00,000 Units, net of underwriter discounts and offering expenses $ 227,767,722 $ (227,727,722 ) $ — Initial value of Class A Ordinary Shares subject to redemption $ (220,448,820 ) $ 220,448,820 $ — Accretion for Class A Ordinary Shares to redemption amount $ — $ (22,285,184 ) $ (22,285,184 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Cash Flows for the Period from August 19, 2020 (inception) through December 31, 2020 Initial classification of Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Change in value of ordinary shares subject to possible redemption $ (3,906,010 ) $ 3,958,916 $ 52,906 | As Reported Adjustment As Restated Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 204,571,908 $ 45,540,357 $ 250,112,265 Ordinary Shares $ 455 $ (455 ) $ — Additional paid-in capital $ 25,319,734 $ (25,319,734 ) $ — Accumulated deficit $ (20,320,806 ) $ (20,220,168 ) $ (40,540,974 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of Ordinary shares of subject to redemption $ 12,859,424 $ (12,859,424 ) $ — Accretion for Class A Ordinary shares to redemption amount $ — $ (2,824 ) $ (2,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited) Change in value of ordinary shares subject to possible redemption $ 15,876,912 $ (15,817,553 ) $ 59,359 Statement of Operations for the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Weighted average Class A ordinary shares outstanding 21,733,619 3,266,381 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.41 ) $ (0.41 ) Weighted average Class B ordinary shares outstanding 9,516,381 (3,266,381 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.35 ) $ 0.94 $ (0.41 ) Statement of Operations for the Six Months Ended June 30, 2021 Weighted average Class A ordinary shares outstanding 21,886,072 3,113,928 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.51 ) $ (0.51 ) Weighted average Class B ordinary shares outstanding 9,363,928 (3,113,928 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.70 ) $ 1.19 $ (0.51 ) |
Business Combination and Acqu_2
Business Combination and Acquisitions Business Combination (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 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 | |
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 | 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, Measurement November 16, 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 preliminary 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 $ 7,715 Accounts receivable 3,894 Inventory 19,265 Property, plant and equipment 5,952 Other assets 1,613 Tradenames 23,980 Customer relationships 28,770 Patents 2,720 Goodwill 51,305 Accounts payable (2,483 ) Accrued liabilities (7,787 ) Deferred tax liability (12,993 ) Debt (4,615 ) $ 117,336 |
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 | 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, Measurement April 14, 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, September 27, September 26, September 27, 2021 2020 2021 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 | |
Range Technologies 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 $ 218 Accounts receivable 94 Inventory 231 Property, plant and equipment 7 Other assets 60 Tradename 510 Technology intangible 5,695 Goodwill 2,072 Accounts payable (64 ) Accrued liabilities (4 ) Deferred taxes (1,580 ) $ 7,239 | |
HPI [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 $ 7,981 Accounts receivable 24,740 Inventory 109,507 Property, plant and equipment 29,313 Other assets 2,987 Tradenames 118,235 Customer relationship 157,255 Technology intangible 4,880 Goodwill 233,090 Accounts payable (14,098 ) Accrued liabilities (17,148 ) Deferred taxes (56,885 ) $ 599,857 | |
HPI And Range [Member] | ||
Business Acquisition [Line Items] | ||
Summary of pro forma information | The following table presents the supplemental and unaudited pro forma results as if HPI and Range had been acquired as of January 1, 2018: 2019 2018 Pro forma net sales $ 373,459 $ 378,287 Pro forma net income (loss) 7,032 (30,225 ) | |
Range Drake Simpson And Detroit Speed [Member] | ||
Business Acquisition [Line Items] | ||
Summary of pro forma information | The following table presents the supplemental and unaudited pro forma results as if Range, Drake, Simpson and Detroit Speed had been acquired as of January 1, 2019: 2020 2019 Pro forma net sales $ 584,270 $ 461,418 Pro forma net income (loss) 37,304 (8,799 ) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 | Inventories of the Company consisted of the following: 2020 2019 Raw materials $ 44,474 $ 44,146 Work-in-process 12,946 14,164 Finished goods 76,508 63,686 $ 133,928 $ 121,996 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 | Property, plant and equipment of the Company consisted of the following: 2020 2019 Land $ 1,330 $ 1,330 Buildings and improvements 8,594 7,222 Machinery and equipment 44,690 37,083 Construction in process 8,088 3,290 Total property, plant and equipment 62,702 48,925 Less: accumulated depreciation 18,973 15,390 Property, plant and equipment, net $ 43,729 $ 33,535 |
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 | The Company’s long-lived assets by geographic locations are as follows: 2020 2019 United States $ 42,264 $ 32,977 International 1,465 558 Total long-lived assets $ 43,729 $ 33,535 |
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- 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 Accumulated Net 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 Accumulated Net 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 | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 | Debt of the Company consisted of the following: 2020 2019 Revolver $ — $ 20,500 First lien note 541,969 376,200 Second lien note 145,000 145,000 Other 4,701 — Less unamortized debt issuance costs (16,684 ) (15,065 ) 674,986 526,635 Less current portion of long-term debt (5,528 ) (3,800 ) $ 669,458 $ 522,835 |
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 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 | Future maturities of long-term debt and amortization of debt issuance costs for the years following December 31, 2020 are as follows: Debt Debt Issuance 2021 $ 5,528 $ 3,911 2022 5,528 3,618 2023 5,528 3,344 2024 5,528 3,092 2025 519,857 2,450 Thereafter 149,701 269 $ 691,670 $ 16,684 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | |
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 payable — — 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 Acquisition Earn-Out 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 | ||
Empower Ltd [Member] | |||
Schedule of value assets and liabilities measured on recurring basis | Description Level December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 9,583,333 Warrant liability – private placement warrants 3 5,506,667 Forward purchase agreement liability 3 2,050,000 | Description Level June 30, December 31, Assets: Cash and marketable securities held in trust account 1 $ 250,112,265 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 15,666,666 $ 9,583,333 Warrant liability – private placement warrants 3 9,566,667 $ 5,506,667 Forward purchase agreement liability 3 3,250,000 2,050,000 | |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 19, 2020 $ — $ — $ — Initial measurement on October 9, 2020 4,900,000 8,500,000 13,400,000 Change in valuation inputs or other assumptions 606,667 1,083,333 1,690,000 Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 Change in valuation inputs or other assumptions 186,667 250,000 436,667 Fair value as of March 31, 2021 5,693,334 9,833,333 15,526,667 Change in valuation inputs or other assumptions 3,873,333 5,833,333 9,706,666 Fair value as of June 30, 2021 $ 9,566,667 $ 15,666,666 $ 25,233,333 | |
Summary of the changes in the fair value of the FPA liability | The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, October 6, 2020 $ 50,000 Recognized loss on change in fair value (1) 2,000,000 Fair value, December 31, 2020 $ 2,050,000 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in Recognized loss on change in fair value of FPA liability on the statement of operations. | The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, December 31, 2020 $ 2,050,000 Recognized gain on change in fair value (1) (300,000 ) Fair value, March 31, 2021 1,750,000 Recognized loss on change in fair value (1) 1,500,000 Fair value, June 30, 2021 $ 3,250,000 (1) Represents the non-cash loss (gain) on change in valuation of the FPA liability and is included in change in fair value of FPA liability on the accompanying condensed statements of operations. | |
Summary of Assumptions for Estimated Fair Value Using Monte Carlo Simulation Model | The key inputs into the models for the Private Placement Warrants, Public Warrants and FPA at initial measurement and for the Private Placement Warrants and FPA at December 31, 2020 were as follows: Input October 9, December 31, Risk-free interest rate 0.45 % 0.51 % Trading days per year 252 252 Expected volatility 17.5 % 16.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.54 $ 10.01 | The key inputs into the models for the Private Placement Warrants at June 30, 2021, March 31, 2021 and December 31, 2020 were as follows: Input June 30, 2021 March 31, 2021 December 31, 2020 Risk-free interest rate 0.88 % 0.98 % 0.51 % Trading days per year 252 252 252 Expected volatility 27.2 % 17.4 % 16.5 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.01 $ 9.98 $ 10.01 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 2021 2020 2021 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 by product category: 2020 2019 2018 Electronic systems $ 266,742 $ 199,295 $ 47,110 Mechanical systems $ 119,784 92,498 41,024 Exhaust 71,915 51,802 43,644 Accessories 38,543 25,068 6,133 Safety 7,195 — — Total sales $ 504,179 $ 368,663 $ 137,911 |
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, September 27, September 26, September 27, 2021 2020 2021 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 | The following table summarizes total revenue based on the geographic location from which the product is shipped for the years ended December 31: 2020 2019 2018 United States $ 502,661 $ 368,663 $ 137,911 Italy 1,518 — — Total sales $ 504,179 $ 368,663 $ 137,911 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Schedule Of Income Tax Expense (Benefit) | Income tax expense (benefit) of the Company consisted of: 2020 2019 2018 Current income tax expense (benefit) Federal $ (530 ) $ 4,420 $ 1,220 State 1,174 302 145 Foreign 1,668 1,894 (169 ) 2,312 6,616 1,196 Deferred income tax expense (benefit) Federal 7,136 (9,663 ) (4,063 ) State (622 ) (1,826 ) (1,708 ) 6,514 (11,489 ) (5,771 ) Total income tax expense (benefit) $ 8,826 $ (4,873 ) $ (4,575 ) | |
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, September 27, September 26, September 27, Income tax expense $ (3,301 ) $ 5,512 $ 7,255 $ 9,656 Effective tax rates 9.9 % 28.9 % nm 23.8 % nm - not meaningful | Reported income tax expense (benefit) for the year ended December 31, 2020, 2019 and 2018 differs from the “expected” tax expense (benefit), computed by applying the U.S. Federal statutory income tax rate of 21% to income before income taxes as follows: 2020 2019 2018 “Expected” tax expense (benefit) $ 8,753 $ (906 ) $ (7,389 ) State income tax expense (benefit) 335 (1,005 ) (1,115 ) Permanent tax differences 167 494 4,207 Foreign tax rate 389 369 7 Tax credit (646 ) (750 ) (120 ) Other differences, net (172 ) (3,075 ) (165 ) Reported income tax expense (benefit) $ 8,826 $ (4,873 ) $ (4,575 ) |
Scheduel of Income Before Income Taxes Was Subject To Taxes | The Company’s income before income taxes was subject to taxes in the following jurisdictions: 2020 2019 2018 United States $ 37,548 $ (7,879 ) $ (34,459 ) Foreign 4,135 3,567 (729 ) $ 41,683 $ (4,312 ) $ (35,188 ) | |
Schedule Of Deferred Tax Assets And Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities consisted of the following: 2020 2019 Deferred tax assets: Reserves on assets $ 6,435 $ 5,603 Liabilities not yet deductible 3,786 3,565 Interest expense limitation 5,491 12,965 Other 2,332 1,645 Total gross deferred tax assets 18,044 23,778 Deferred tax liabilities: Tradename 31,962 25,810 Intangible assets 45,956 41,002 Goodwill 5,743 3,858 Inventory 832 — Property, plant and equipment 5,125 4,633 Total gross deferred tax liabilities 89,618 75,303 Net deferred tax liabilities $ 71,574 $ 51,525 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, Numerator: Net income $ (30,200 ) $ 13,543 $ (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 — — — — Weighted average common shares assuming dilution 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 table sets forth the calculation of basic and diluted earnings per share: 2020 2019 2018 Numerator: Net income $ 32,857 $ 561 $ (30,613 ) Denominator: Weighted average common shares 67,673,884 67,673,884 67,673,884 Dilutive effect of potential common shares — — — Weighted average common shares assuming dilution 67,673,884 67,673,884 67,673,884 Earnings per share: Basic $ 0.49 $ 0.01 $ (0.45 ) Diluted $ 0.49 $ 0.01 $ (0.45 ) |
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, September 27, September 26, September 27, Anti-dilutive shares excluded from calculation of diluted EPS: 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 | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Summary of Changes In Defined Benefit Obligations | The benefit obligation, accumulated benefit obligation, fair value of Plan assets, funded status of the Plan and benefits paid as of and for the year ended December 31, 2020 and 2019 are as follows: 2020 2019 Change in Benefit Obligations Beginning benefit obligation $ 5,993 $ 5,627 Service cost 159 142 Interest cost 190 231 Benefits paid (339 ) (346 ) Expenses paid (142 ) (158 ) Actuarial loss 690 497 Ending benefit obligation 6,551 5,993 Change in Plan Assets Beginning fair value of plan assets 4,089 3,740 Actual return on plan assets 559 568 Employer contributions 589 285 Benefits paid from plan assets (339 ) (346 ) | |
Summary of Changes In Defined Benefit Plan Assets | The benefit obligation, accumulated benefit obligation, fair value of Plan assets, funded status of the Plan and benefits paid as of and for the year ended December 31, 2020 and 2019 are as follows: Expenses paid (142 ) (158 ) Ending fair value of plan assets 4,756 4,089 Ending funded status $ (1,795 ) $ (1,904 ) Amounts Recorded in the Consolidated Balance Sheets Current liabilities $ — $ — Non-current liabilities (1,795 ) (1,904 ) Net amount recorded $ (1,795 ) $ (1,904 ) Amounts Recorded in Accumulated Other Comprehensive Loss Net actuarial loss $ (293 ) $ (123 ) | |
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, September 27, September 26, September 27, Components of Expense: 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 | 2020 2019 2018 Components of Expense Service cost $ 159 $ 142 $ 25 Interest cost 190 231 41 Expected return on plan assets (255 ) (232 ) (42 ) Net periodic benefit cost $ 94 $ 141 $ 24 |
Summary of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss: 2020 2019 2018 Net loss $ 822 $ 436 $ 275 | |
Summary of Defined Benefit Plan, Assumptions | Weighted-average assumptions used to determine net cost: 2020 2019 Discount rate 3.25 % 4.32 % Expected return on plan assets 6.35 % 6.50 % | |
Summary of Defined Benefit Plan Weighted Average Assumptions Used In Determining The Benefit Obligation | Weighted-average assumptions used to determine the benefit obligation: 2020 2019 Discount rate 2.38 % 3.25 % | |
Summary of Defined Benefit Plan, Plan Assets, Allocation | The fair value of the Plan assets at December 31, 2020 and 2019 and target asset allocation for 2021, by asset category, are as follows: Target Allocation 2020 2019 Common stock 35 % $ 1,562 $ 1,748 Mutual funds 25 % 2,202 856 Corporate/government bonds 40 % 982 1,473 Cash and cash equivalents 0 % 10 12 Total 100 % $ 4,756 $ 4,089 | |
Summary of Defined Benefit Plan, Plan Assets, Category | The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the fair value hierarchy in which the fair value measurements fall at December 31, 2020 and 2019: December 31, 2020 Fair Value Markets for Other Significant Common stock $ 1,562 $ 1,562 $ — $ — Mutual funds 2,202 2,202 — — Corporate/government bonds 982 — 982 — Cash and cash equivalents 10 — 10 — Total $ 4,756 $ 3,764 $ 992 $ — December 31, 2019 Fair Value Markets for Other Significant Common stock $ 1,748 $ 1,748 $ — $ — Mutual funds 856 856 — — Corporate/government bonds 1,473 — 1,473 — Cash and cash equivalents 12 — 12 — Total $ 4,089 $ 2,604 $ 1,485 $ — | |
Summary of Defined Benefit Plan Expected Future Benefit Payment | Benefit payments are anticipated to be as follows: 2021 $ 369 2022 373 2023 375 2024 372 2025 372 2026 — 2030 1,858 |
Equity-Based Compensation Pla_2
Equity-Based Compensation Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | The tables below summarize the PIU activity during the years ended December 31, 2020 and 2019: Outstanding Weighted December 31, 2017 — $ — Granted 27,925 0.27 December 31, 2018 27,925 0.27 Granted 3,906 0.25 December 31, 2019 31,831 0.27 Granted 5,932 0.28 Forfeited (2,193 ) 0.27 December 31, 2020 35,570 $ 0.27 | |
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, September 27, September 26, September 27, Stock options $ 376 $ — $ 376 $ — Profit interest units 2,110 121 2,372 356 | The following table presents the effects of equity-based compensation on the consolidated statements of comprehensive income (loss) during the periods presented: Year ended December 31, 2020 2019 2018 Selling, general and administrative $ 487 $ 437 $ — |
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 % | |
Profit Interest Units [Member] | ||
Schedule Of Share-Based Payment Award Stock Options Valuation using Black-Scholes option pricing model | The fair value of PIUs is estimated on the grant date with the following assumptions: Year ended 2020 2019 2018 Weighted-average expected term 3.4 4.1 4.8 Expected volatility 72.5 % 72.5 % 62.5 % Expected dividend — — — Risk-free interest rate 0.3 % 1.5 % 2.5 % |
Lease Commitments (Tables)
Lease Commitments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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 | The aggregate future minimum fixed lease obligations under operating leases for the Company as of December 31, 2020, are as follows: 2021 $ 4,543 2022 3,278 2023 2,695 2024 1,760 2025 1,242 Thereafter 3,863 |
Major Reseller Customers (Table
Major Reseller Customers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Major Reseller Customers [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The following table summarizes resellers that individually account for more than 5% of the Company’s net sales in any of the periods presented: 2020 2019 2018 Customer A 21.5 % 20.0 % 12.8 % Customer B 5.4 % 5.7 % 5.6 % Customer C 4.5 % 5.6 % 2.5 % |
Summary Of Concentration Of Accounts Receivable Of Major Resellers | The following reseller customers accounted for 10% or more of the Company’s account receivable balance in any of the periods presented: 2020 2019 Customer A 13.2 % 7.6 % Customer D 8.9 % 11.6 % |
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, September 27, September 26, September 27, 2021 2020 2021 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 and management fees $ 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 | 12 Months Ended |
Sep. 26, 2021 | Dec. 31, 2020 | |
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, September 27, September 26, September 27, 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 | 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 consolidated balance sheets. 2020 2019 Beginning balance $ 3,454 $ 2,584 Accrued for current year warranty claims 11,251 8,485 Settlement of warranty claims (10,716 ) (7,615 ) Ending balance $ 3,989 $ 3,454 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2021 | Oct. 09, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 26, 2021 | Dec. 31, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Number of sale per unit (in Dollars per share) | $ 10 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Transaction costs | $ 14,215,163 | $ 14,215,163 | |||||
Gross proceeds | 25,000 | ||||||
Underwriting fees | 5,000,000 | 5,000,000 | |||||
Deferred underwriting fees | 8,750,000 | 8,750,000 | |||||
Other offering costs | 465,163 | $ 465,163 | |||||
Proceeds of sale amount | 250,000,000 | $ 250,000,000 | |||||
Net tangible assets | $ 5,000,001 | ||||||
Aggregate Public Shares Percentage | 15.00% | ||||||
Redeem Public Shares Percentage | 100.00% | ||||||
Business combination, description | If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||||||
Empower Class A Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common stock conversion basis | one | ||||||
Empower Class B Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common stock conversion basis | one | ||||||
IPO [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Transaction costs | $ 250,000,000 | ||||||
Number of units issued in transaction (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Number of sale per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||
Business combination, description | The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions held in the trust account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-initial business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination. | ||||||
IPO [Member] | Trust Account [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Proceeds of sale amount | $ 250,000,000 | ||||||
Per share unit (in Dollars per share) | $ 10 | ||||||
Private Placement [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Number of units issued in transaction (in Shares) | 4,666,667 | 4,666,667 | |||||
Number of sale per unit (in Dollars per share) | $ 1.50 | $ 1.50 | |||||
Sponsor [Member] | Empower Ltd [Member] | |||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||
Gross proceeds | $ 7,000,000 | $ 7,000,000 | |||||
Number of sale per unit (in Dollars per share) | $ 10 | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 26, 2021 | Jun. 30, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
FDIC insured amount | $ 250,000 | $ 250,000 | |||||||||||||
Cash balance in foreign bank accounts | 4,607,000 | 4,607,000 | $ 206,000 | ||||||||||||
Impairment charges | $ 0 | ||||||||||||||
Amortization expense | $ 3,553,000 | $ 2,699,000 | $ 10,391,000 | $ 8,099,000 | 11,082,000 | 10,456,000 | 4,434,000 | ||||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | $ 13,421 | ||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | $ 13,421 | ||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | $ 13,258 | ||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | $ 12,444 | ||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Five | $ 12,444 | ||||||||||||||
Debt Issuance Costs | $ 12,600,000 | 16,684,000 | 12,600,000 | 16,684,000 | 15,065,000 | ||||||||||
Amortization of Debt Issuance Costs | $ 3,092 | 3,097 | 3,797 | ||||||||||||
Effective Income Tax Rate Reconciliation, Percent | 9.90% | 28.90% | 23.80% | 50.00% | |||||||||||
Income Tax Examination, Penalties and Interest Accrued | 0 | $ 0 | 0 | ||||||||||||
Unrecognized Tax Benefits | 0 | 0 | 0 | ||||||||||||
Total advertising expenses | 4,379 | 3,921 | 997 | ||||||||||||
Research and Development Expense, Total | $ 7,133,000 | $ 5,982,000 | $ 20,167,000 | $ 17,198,000 | 23,483,000 | 20,630,000 | 6,802,000 | ||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 397 | ||||||||||||||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | $ 16,000 | 16,000 | |||||||||||||
Other expense | 284 | $ 27 | $ 590 | ||||||||||||
Empower Ltd [Member] | |||||||||||||||
Warrants to purchase | 13,000,000 | 13,000,000 | |||||||||||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||
Other expense | $ (11,203,841) | $ (4,169,979) | $ (11,283,973) | ||||||||||||
Dilutive securities | 0 | 0 | |||||||||||||
Maximum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 25 years | ||||||||||||||
Maximum [Member] | Building [Member] | |||||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | twenty-five | ||||||||||||||
Maximum [Member] | Building Improvements [Member] | |||||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | ten | ||||||||||||||
Minimum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 10 years | ||||||||||||||
Minimum [Member] | Building [Member] | |||||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | ten years | ||||||||||||||
Minimum [Member] | Building Improvements [Member] | |||||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | three | ||||||||||||||
Technology-Based Intangible Assets [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 690 | $ 690 | |||||||||||||
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 14 years | ||||||||||||||
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 5 years | ||||||||||||||
Trade Names [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 16 | $ 16 | |||||||||||||
Trade Names [Member] | Maximum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 20 years | ||||||||||||||
Trade Names [Member] | Minimum [Member] | |||||||||||||||
Intangible Assets, Remaining Amortization Period | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule the Ordinary Shares reflected in the balance sheets (Detail) - Empower Ltd [Member] - USD ($) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 250,000,000 | $ 250,000,000 |
Proceeds allocated to Public Warrants | (8,500,000) | (8,500,000) |
Class A ordinary share issuance costs | (13,732,278) | (13,732,278) |
Accretion of carrying value to redemption value | 22,285,184 | 22,344,543 |
Class A ordinary share subject to possible redemption | $ 250,052,906 | $ 250,112,265 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of basic and diluted loss per common share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 26, 2021 | Jun. 30, 2021 | Jun. 27, 2021 | Mar. 31, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||||||
Net loss | $ (30,200,000) | $ 23,098,000 | $ (2,056,000) | $ 13,543,000 | $ 12,509,000 | $ 4,852,000 | $ (9,158,000) | $ 30,904,000 | $ 32,857,000 | $ 561,000 | $ (30,613,000) | ||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | 67,673,884 | 67,673,884 | 67,673,884 | ||||||||
Empower Ltd [Member] | |||||||||||||||
Numerator: | |||||||||||||||
Net loss | $ (12,859,424) | $ (3,017,488) | $ (4,443,894) | $ (15,876,912) | |||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | ||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.20) | $ (0.51) | ||||||||||||
Common Stock Subject to Possible Redemption [Member] | Empower Ltd [Member] | |||||||||||||||
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |||||||||||||||
Less: Income taxes and franchise fees | $ 0 | ||||||||||||||
Net Income allocable to shares subject to redemption | 46,642 | ||||||||||||||
Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account | 46,642 | ||||||||||||||
Numerator: | |||||||||||||||
Net loss | (4,443,894) | ||||||||||||||
Net earnings allocable to Common stock subject to possible redemption | $ 46,642 | ||||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 22,435,483 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ 0 | ||||||||||||||
Non Redeemable Common Stock [Member] | Empower Ltd [Member] | |||||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 7,850,413 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.58) | ||||||||||||||
Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock | (4,490,536) | ||||||||||||||
Common Class A [Member] | Empower Ltd [Member] | Second Amendment [Member] | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of net loss, as adjusted | $ (10,287,539,000) | $ (3,172,845) | $ (12,701,530,000) | ||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 25,000,000 | 25,000,000 | |||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | |||||||||||||
Common Class A [Member] | Common Stock Subject to Possible Redemption [Member] | Empower Ltd [Member] | Second Amendment [Member] | |||||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 15,601,504 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.20) | ||||||||||||||
Common Class B [Member] | Empower Ltd [Member] | Second Amendment [Member] | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of net loss, as adjusted | $ (2,571,885,000) | $ (1,271,049) | $ (3,175,382,000) | ||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 6,250,000 | 6,250,000 | |||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | |||||||||||||
Common Class B [Member] | Non Redeemable Common Stock [Member] | Empower Ltd [Member] | Second Amendment [Member] | |||||||||||||||
Denominator: Weighted Average | |||||||||||||||
Basic and diluted weighted average shares outstanding | 6,250,000 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.20) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | $ 297,607 | $ 296,618 |
Goodwill, Ending Balance | 359,099 | 297,607 |
HPI Transaction [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill transaction | 0 | (1,082) |
Range Transaction [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill transaction | 0 | 2,071 |
Drake Transaction [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill transaction | 7,551 | 0 |
Simpson Transaction [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill transaction | 51,305 | 0 |
Detroit Speed Transaction [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill transaction | $ 2,636 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-lived intangible assets: | |||
Gross Carrying Amount | $ 300,355 | $ 283,644 | $ 234,418 |
Accumulated Amortization | (42,253) | (31,862) | (20,780) |
Net Carrying Value | 258,102 | 251,782 | 213,638 |
Customer Relationships [Member] | |||
Finite-lived intangible assets: | |||
Gross Carrying Amount | 259,907 | 245,274 | 198,768 |
Accumulated Amortization | (29,878) | (21,819) | (13,581) |
Net Carrying Value | 230,029 | 223,455 | 185,187 |
Trade Names [Member] | |||
Finite-lived intangible assets: | |||
Gross Carrying Amount | 13,775 | 13,775 | 13,775 |
Accumulated Amortization | (3,906) | (3,369) | (2,656) |
Net Carrying Value | 9,869 | 10,406 | 11,119 |
Indefinite-lived intangible assets: | |||
Gross Carrying Amount | 163,768 | 152,740 | 119,868 |
Net Carrying Value | 152,740 | 119,868 | |
Technology [Member] | |||
Finite-lived intangible assets: | |||
Gross Carrying Amount | 26,673 | 24,595 | 21,875 |
Accumulated Amortization | (8,469) | (6,674) | (4,543) |
Net Carrying Value | $ 18,204 | $ 17,921 | $ 17,332 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of restatement of previously issued financial statements (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 26, 2021 | Jun. 30, 2021 | Jun. 27, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 09, 2020 | Dec. 31, 2017 | |
Balance sheet | ||||||||||||||||
Warrant liability | $ 45,986,000 | $ 0 | $ 45,986,000 | $ 0 | ||||||||||||
Total Liabilities | 816,863,000 | 824,949,000 | 816,863,000 | 824,949,000 | $ 623,799,000 | |||||||||||
Class A Ordinary Shares | 12,000 | 7,000 | 12,000 | 7,000 | 7,000 | |||||||||||
Additional Paid-in Capital | 327,490,000 | 238,883,000 | 327,490,000 | 238,883,000 | 236,496,000 | |||||||||||
Accumulated Deficit | (6,993,000) | 2,165,000 | (6,993,000) | 2,165,000 | (30,692,000) | |||||||||||
Total stockholders' equity | 319,823,000 | $ 261,704,000 | $ 238,440,000 | $ 236,574,000 | $ 222,910,000 | $ 210,387,000 | 240,381,000 | 319,823,000 | $ 236,574,000 | 240,381,000 | 205,414,000 | $ 204,806,000 | $ 41,329,000 | |||
Statement of Operations | ||||||||||||||||
Net loss | $ (30,200,000) | 23,098,000 | (2,056,000) | $ 13,543,000 | 12,509,000 | 4,852,000 | $ (9,158,000) | $ 30,904,000 | $ 32,857,000 | $ 561,000 | $ (30,613,000) | |||||
Weighted average shares outstanding of basic and diluted shares | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | 67,673,884 | 67,673,884 | 67,673,884 | |||||||||
Statement of Cash Flows | ||||||||||||||||
Net loss | $ (30,200,000) | $ 23,098,000 | $ (2,056,000) | $ 13,543,000 | $ 12,509,000 | $ 4,852,000 | $ (9,158,000) | $ 30,904,000 | $ 32,857,000 | $ 561,000 | $ (30,613,000) | |||||
Previously Reported [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Warrant liability | 0 | 0 | $ 0 | |||||||||||||
Forward purchase agreement liability | 0 | 0 | 0 | |||||||||||||
Total Liabilities | 8,923,873,000 | 8,923,873,000 | 8,755,508,000 | |||||||||||||
Ordinary Shares Subject to Possible Redemption | $ 204,571,908 | 237,588,818,000 | $ 204,571,908 | 237,588,818,000 | 237,804,830,000 | |||||||||||
Class A Ordinary Shares | 455 | 125,000 | 455 | 125,000 | 122,000 | |||||||||||
Additional Paid-in Capital | 25,319,734 | 5,220,269,000 | 25,319,734 | 5,220,269,000 | 5,004,166,000 | |||||||||||
Accumulated Deficit | (20,320,806) | (221,009,000) | (20,320,806) | (221,009,000) | (5,003,000) | |||||||||||
Total stockholders' equity | 5,000,008 | $ 5,000,010,000 | 5,000,008 | $ 5,000,010,000 | $ 205,414,000 | $ 5,000,004,000 | $ 41,329,000 | |||||||||
Class A ordinary shares subject to possible redemption, shares | 23,753,855 | 23,753,855 | 23,780,483 | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | 12,859,424 | |||||||||||||||
Accretion for Class A Ordinary shares to redemption amount | 0 | |||||||||||||||
Statement of Operations | ||||||||||||||||
Net loss | $ (221,009,000) | |||||||||||||||
Weighted average Class A ordinary shares outstanding | 23,780,483 | |||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 7,011,052 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.04) | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Net loss | $ (221,009,000) | |||||||||||||||
Change in fair value of warrant liability | 0 | |||||||||||||||
Allocation of initial public offering costs | 0 | |||||||||||||||
Initial classification of warrant liability | 0 | |||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 237,804,830,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | (216,012,000) | 15,876,912 | ||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 12,859,424 | |||||||||||||||
Previously Reported [Member] | Amendement Two [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Ordinary Shares Subject to Possible Redemption | 220,448,820,000 | $ 220,448,820,000 | $ 224,354,830,000 | |||||||||||||
Class A Ordinary Shares | 296,000 | 296,000 | 256,000 | |||||||||||||
Additional Paid-in Capital | 9,442,981,000 | 9,442,981,000 | 5,536,917,000 | |||||||||||||
Accumulated Deficit | (4,443,894,000) | (4,443,894,000) | (537,888,000) | |||||||||||||
Total stockholders' equity | 5,000,008,000 | 5,000,008,000 | 5,000,004,000 | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | 227,767,722,000 | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 224,354,830,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | (3,906,010,000) | |||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | 0 | |||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 227,767,722,000 | |||||||||||||||
Initial value of Class A Ordinary Shares subject to redemption | (220,448,820,000) | |||||||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Warrant liability | 15,090,000,000 | 15,090,000,000 | 13,400,000,000 | |||||||||||||
Forward purchase agreement liability | 2,050,000,000 | 2,050,000,000 | 50,000,000 | |||||||||||||
Total Liabilities | 17,140,000,000 | 17,140,000,000 | 13,450,000,000 | |||||||||||||
Ordinary Shares Subject to Possible Redemption | 45,540,357 | (17,139,998,000) | 45,540,357 | (17,139,998,000) | (13,450,000,000) | |||||||||||
Class A Ordinary Shares | (455) | 171,000 | (455) | 171,000 | 134,000 | |||||||||||
Additional Paid-in Capital | (25,319,734) | 4,222,712,000 | (25,319,734) | 4,222,712,000 | 532,751,000 | |||||||||||
Accumulated Deficit | (20,220,168) | (4,222,885,000) | (20,220,168) | (4,222,885,000) | (532,885,000) | |||||||||||
Total stockholders' equity | (45,540,357) | $ (2,000) | (45,540,357) | $ (2,000) | $ 0 | |||||||||||
Class A ordinary shares subject to possible redemption, shares | (1,713,637) | (1,713,637) | (1,345,000) | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | (12,859,424) | |||||||||||||||
Accretion for Class A Ordinary shares to redemption amount | (2,824) | |||||||||||||||
Statement of Operations | ||||||||||||||||
Net loss | $ (4,222,885,000) | |||||||||||||||
Weighted average Class A ordinary shares outstanding | (1,740,265) | |||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 839,361 | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Net loss | $ (4,222,885,000) | |||||||||||||||
Change in fair value of warrant liability | 3,740,000,000 | |||||||||||||||
Allocation of initial public offering costs | 482,885,000 | |||||||||||||||
Initial classification of warrant liability | 13,450,000,000 | |||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | (13,450,000,000) | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | (3,690,000,000) | (15,817,553) | ||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | (12,859,424) | |||||||||||||||
Revision of Prior Period, Adjustment [Member] | Amendement Two [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Ordinary Shares Subject to Possible Redemption | 29,604,086,000 | $ 29,604,086,000 | $ 25,645,170,000 | |||||||||||||
Class A Ordinary Shares | (296,000) | (296,000) | (256,000) | |||||||||||||
Additional Paid-in Capital | (9,442,981,000) | (9,442,981,000) | (5,536,917,000) | |||||||||||||
Accumulated Deficit | (20,160,809,000) | (20,160,809,000) | (20,107,997,000) | |||||||||||||
Total stockholders' equity | (29,604,086,000) | (29,604,086,000) | (25,645,170,000) | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | (227,727,722,000) | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 25,645,170,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | 3,958,916,000 | |||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | (22,285,184,000) | |||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | (227,727,722,000) | |||||||||||||||
Initial value of Class A Ordinary Shares subject to redemption | 220,448,820,000 | |||||||||||||||
As Restated [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Warrant liability | 15,090,000,000 | 15,090,000,000 | 13,400,000,000 | |||||||||||||
Forward purchase agreement liability | 2,050,000,000 | 2,050,000,000 | 50,000,000 | |||||||||||||
Total Liabilities | 26,063,873,000 | 26,063,873,000 | 22,205,508,000 | |||||||||||||
Ordinary Shares Subject to Possible Redemption | 250,112,265 | 220,448,820,000 | 250,112,265 | 220,448,820,000 | 224,354,830,000 | |||||||||||
Class A Ordinary Shares | 0 | 296,000 | 0 | 296,000 | 256,000 | |||||||||||
Additional Paid-in Capital | 0 | 9,442,981,000 | 0 | 9,442,981,000 | 5,536,917,000 | |||||||||||
Accumulated Deficit | (40,540,974) | (4,443,894,000) | (40,540,974) | (4,443,894,000) | (537,888,000) | |||||||||||
Total stockholders' equity | (40,540,349) | $ 5,000,008,000 | (40,540,349) | $ 5,000,008,000 | $ 5,000,004,000 | |||||||||||
Class A ordinary shares subject to possible redemption, shares | 22,040,218 | 22,040,218 | 22,435,483 | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | 0 | |||||||||||||||
Accretion for Class A Ordinary shares to redemption amount | (2,824) | |||||||||||||||
Statement of Operations | ||||||||||||||||
Net loss | $ (4,443,894,000) | |||||||||||||||
Weighted average Class A ordinary shares outstanding | 22,040,218 | |||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 7,850,413 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.58) | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Net loss | $ (4,443,894,000) | |||||||||||||||
Change in fair value of warrant liability | 3,740,000,000 | |||||||||||||||
Allocation of initial public offering costs | 482,885,000 | |||||||||||||||
Initial classification of warrant liability | 13,450,000,000 | |||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 224,354,830,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | (3,906,012,000) | $ 59,359 | ||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | $ 0 | |||||||||||||||
As Restated [Member] | Amendement Two [Member] | ||||||||||||||||
Balance sheet | ||||||||||||||||
Ordinary Shares Subject to Possible Redemption | 250,052,906,000 | $ 250,052,906,000 | $ 250,000,000,000 | |||||||||||||
Class A Ordinary Shares | 0 | 0 | 0 | |||||||||||||
Additional Paid-in Capital | 0 | 0 | 0 | |||||||||||||
Accumulated Deficit | (24,604,703,000) | (24,604,703,000) | (20,645,885,000) | |||||||||||||
Total stockholders' equity | (24,604,078,000) | $ (24,604,078,000) | $ (20,645,166,000) | |||||||||||||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||||||||||||||
Change in value of Ordinary shares of subject to redemption | 0 | |||||||||||||||
Statement of Cash Flows | ||||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 250,000,000,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to possible redemption | 52,906,000 | |||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | (22,285,184,000) | |||||||||||||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 0 | |||||||||||||||
Initial value of Class A Ordinary Shares subject to redemption | $ 0 | |||||||||||||||
Common Class A [Member] | Previously Reported [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 21,733,619 | 21,886,072 | ||||||||||||||
Common Class A [Member] | Previously Reported [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 22,435,483 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ 0 | |||||||||||||||
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 3,266,381 | 3,113,928 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||||||||||||||
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | (6,833,979) | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.20) | |||||||||||||||
Common Class A [Member] | As Restated [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 25,000,000 | 25,000,000 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||||||||||||||
Common Class A [Member] | As Restated [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 15,601,504 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.20) | |||||||||||||||
Common Class B [Member] | Previously Reported [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 9,516,381 | 9,363,928 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (1.35) | $ (1.70) | ||||||||||||||
Common Class B [Member] | Previously Reported [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 7,850,413 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.58) | |||||||||||||||
Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | (3,266,381) | (3,113,928) | ||||||||||||||
Basic and diluted net loss per ordinary share | $ 0.94 | $ 1.19 | ||||||||||||||
Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | (1,600,413) | |||||||||||||||
Basic and diluted net loss per ordinary share | $ 0.38 | |||||||||||||||
Common Class B [Member] | As Restated [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 6,250,000 | 6,250,000 | ||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||||||||||||||
Common Class B [Member] | As Restated [Member] | Amendement Two [Member] | ||||||||||||||||
Statement of Operations | ||||||||||||||||
Weighted average shares outstanding of basic and diluted shares | 6,250,000 | |||||||||||||||
Basic and diluted net loss per ordinary share | $ (0.20) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Restatement Of Previously Issued Financial Statements [Line Items] | ||
Percent of tender offer to outstanding shares | 50.00% | |
Minimum amount of intangible assets needed after redemption of redeemable common stock | $ 5,000,001 | $ 5,000,001 |
Business Combination and Acqu_3
Business Combination and Acquisitions Business Combination - Additional Information (Details) - USD ($) | Aug. 31, 2021 | Jul. 16, 2021 | May 24, 2021 | Apr. 14, 2021 | Dec. 18, 2020 | Nov. 16, 2020 | Nov. 11, 2020 | Oct. 18, 2019 | Oct. 26, 2018 | Sep. 26, 2021 | Jun. 27, 2021 | Mar. 28, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 09, 2021 | |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Common stock, share issued | 115,805,639 | 115,805,639 | 115,805,639 | |||||||||||||||||||
Common stock shares subscribed but not issued | 24,000,000 | |||||||||||||||||||||
Sale of stock issue price per share | $ 10 | |||||||||||||||||||||
Warrant price per share | $ 11.50 | |||||||||||||||||||||
Common stock shares subscribed but not issued value | $ 240,000 | |||||||||||||||||||||
Purchase of warrants (in Shares) | 1 | |||||||||||||||||||||
Cash payment of business combination | $ 264,718,000 | $ 110,209,000 | $ 47,104,000 | $ 264,718,000 | ||||||||||||||||||
Business combination additional potential consideration payment | 2,000,000 | |||||||||||||||||||||
Fair value of additional payment | $ 2,000,000 | |||||||||||||||||||||
Intangible assets useful life | 20 years | |||||||||||||||||||||
Warrants Expire Date | Jul. 16, 2026 | |||||||||||||||||||||
Net sales | $ 159,673,000 | $ 133,307,000 | 513,046,000 | $ 365,760,000 | $ 504,179,000 | $ 368,663,000 | $ 137,911,000 | |||||||||||||||
Net income | (30,200,000) | $ 23,098,000 | $ (2,056,000) | 13,543,000 | $ 12,509,000 | $ 4,852,000 | (9,158,000) | 30,904,000 | 32,857,000 | 561,000 | (30,613,000) | |||||||||||
Business combination transaction costs | [1] | 204,000 | $ 137,000 | $ 3,415,000 | $ 1,301,000 | |||||||||||||||||
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 | $ 50,000,000 | |||||||||||||||||||||
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 | $ 240,000,000 | |||||||||||||||||||||
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 | $ 49,104,000 | |||||||||||||||||||||
Business combination ownership acquired | 100.00% | |||||||||||||||||||||
Cash payment of business combination | $ 47,104,000 | |||||||||||||||||||||
Business combination earn out payment | 2,000,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 32,441,000 | |||||||||||||||||||||
Business combination additional potential consideration payment | 2,000,000 | |||||||||||||||||||||
Fair value of additional payment | $ 2,000,000 | |||||||||||||||||||||
Net sales | 4,651,000 | |||||||||||||||||||||
Net income | 744,000 | |||||||||||||||||||||
Business combination transaction costs | 1,408,000 | |||||||||||||||||||||
Drake Automotive Group LLC [Member] | Customer Relationships [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Intangible assets useful life | 20 years | |||||||||||||||||||||
Accounts Receivable Acquired | $ 4,155,000 | |||||||||||||||||||||
Simpson Performance Products, Inc. [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Date of acquisitions | Nov. 16, 2020 | |||||||||||||||||||||
Business combination purchase price | $ 117,336,000 | |||||||||||||||||||||
Business combination ownership acquired | 100.00% | |||||||||||||||||||||
Cash payment of business combination | $ 110,136,000 | |||||||||||||||||||||
Business combination earn out payment | 7,200,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 107,618,000 | |||||||||||||||||||||
Business combination additional potential consideration payment | 25,000,000 | |||||||||||||||||||||
Fair value of additional payment | 7,200,000 | 24,373,000 | ||||||||||||||||||||
Business combination contingent consideration adjustment | $ 17,173,000 | |||||||||||||||||||||
Accounts Receivable Acquired | 3,894,000 | |||||||||||||||||||||
Net sales | 7,195,000,000 | |||||||||||||||||||||
Net income | 1,572,000 | |||||||||||||||||||||
Business combination transaction costs | $ 2,747,000 | |||||||||||||||||||||
Simpson Performance Products, Inc. [Member] | Empower Funding LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 106,775,000 | |||||||||||||||||||||
Simpson Performance Products, Inc. [Member] | Forward Purchase Agreement [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business combination purchase price | $ 117,409,000 | |||||||||||||||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Intangible assets useful life | 20 years | 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 | $ 11,297,000 | |||||||||||||||||||||
Cash payment of business combination | 9,297,000 | |||||||||||||||||||||
Unit issued for business combination | 2,000,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 4,323,000 | |||||||||||||||||||||
Accounts Receivable Acquired | $ 418,000 | |||||||||||||||||||||
Net sales | $ 281,000 | |||||||||||||||||||||
Net income | 90,000 | |||||||||||||||||||||
Business combination transaction costs | $ 459,000 | |||||||||||||||||||||
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 | $ 51,243,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 44,906,000 | |||||||||||||||||||||
Net sales | 5,904,000 | $ 11,341,000 | ||||||||||||||||||||
Net income | 896,000 | 1,583,000 | ||||||||||||||||||||
Business combination transaction costs expensed | $ 46,000 | $ 2,251,000 | ||||||||||||||||||||
Accounts Receivable Acquired | $ 3,454,000 | |||||||||||||||||||||
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 | $ 2,505,000 | |||||||||||||||||||||
Business combination intangible assets | $ 268,000 | |||||||||||||||||||||
Classic Instruments LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Date of acquisitions | Aug. 31, 2021 | |||||||||||||||||||||
Cash payment of business combination | $ 6,120,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | $ 4,912,000 | |||||||||||||||||||||
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 | $ 264,718,000 | |||||||||||||||||||||
Range Technologies Inc [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business combination purchase price | $ 7,239,000 | |||||||||||||||||||||
Business combination ownership acquired | 100.00% | |||||||||||||||||||||
Cash payment of business combination | $ 7,239,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 8,277,000 | |||||||||||||||||||||
Accounts Receivable Acquired | $ 94,000 | |||||||||||||||||||||
Net sales | 702,000 | |||||||||||||||||||||
Net income | 386,000 | |||||||||||||||||||||
Business combination transaction costs | $ 149,000 | |||||||||||||||||||||
Range Technologies Inc [Member] | Technology Intangible [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Intangible assets useful life | 14 years | |||||||||||||||||||||
HPI [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business combination purchase price | $ 599,857,000 | |||||||||||||||||||||
Business combination ownership acquired | 100.00% | |||||||||||||||||||||
Cash payment of business combination | $ 5,554,000 | |||||||||||||||||||||
Business acquisition intangible assets including goodwill acquired | 513,460,000 | |||||||||||||||||||||
Business combination additional potential consideration payment | 20,000,000 | |||||||||||||||||||||
Accounts Receivable Acquired | 25,242,000 | |||||||||||||||||||||
Net sales | 52,200,000 | |||||||||||||||||||||
Net income | 30,900,000 | |||||||||||||||||||||
Business combination transaction costs | $ 19,417,000 | |||||||||||||||||||||
HPI [Member] | Empower Class A Common Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Cash payment of business combination | $ 594,303,000 | |||||||||||||||||||||
HPI [Member] | Customer Relationships [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Intangible assets useful life | 25 years | |||||||||||||||||||||
HPI [Member] | Technology Intangible [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Intangible assets useful life | 5 years | |||||||||||||||||||||
[1] | Includes professional fees for legal, accounting, consulting, administrative, and other professional services directly attributable to potential acquisitions. |
Business Combination and Acqu_4
Business Combination and Acquisitions Business Combination - Summary of reconciles elements of business combination to cash flows (Details) - USD ($) $ in Thousands | Jul. 16, 2021 | Nov. 16, 2020 | Nov. 11, 2020 | Sep. 26, 2021 |
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) | $ (110,209) | $ (47,104) | (264,718) |
Net contributions from Business Combination and PIPE Financing | $ 132,324 |
Business Combination and Acqu_5
Business Combination and Acquisitions Business Combination - 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 Business Combination - 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 | Dec. 31, 2019 | Oct. 18, 2019 | Dec. 31, 2018 | Oct. 26, 2018 |
Business Acquisition [Line Items] | ||||||||||
Cash | $ 218 | $ 7,981 | ||||||||
Accounts receivable | 94 | 24,740 | ||||||||
Inventory | 231 | 109,507 | ||||||||
Property, plant and equipment | 7 | 29,313 | ||||||||
Other assets | 60 | 2,987 | ||||||||
Technology intangible | 5,695 | 4,880 | ||||||||
Goodwill | $ 381,860 | $ 359,099 | $ 297,607 | 2,072 | $ 296,618 | 233,090 | ||||
Accounts payable | (64) | (14,098) | ||||||||
Accrued liabilities | (4) | (17,148) | ||||||||
Deferred taxes | (1,580) | (56,885) | ||||||||
Net assets acquired and liabilities assumed | 7,239 | 599,857 | ||||||||
Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 843 | |||||||||
Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 157,255 | |||||||||
Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | $ 510 | $ 118,235 | ||||||||
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] | ||||||||||
Technology intangible | 17,175 | |||||||||
Drake Automotive Group LLC [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | $ 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 taxes | (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 taxes | (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 | 51,305 | |||||||||
Accounts payable | 0 | |||||||||
Accrued liabilities | 0 | |||||||||
Deferred taxes | 0 | |||||||||
Debt | 0 | |||||||||
Net assets acquired and liabilities assumed | 73 | |||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 28,770 | |||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 28,770 | |||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 23,980 | |||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 23,980 | |||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 2,720 | |||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 2,720 | |||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Simpson Performance Products, Inc. [Member] | Technology Intangible [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net assets acquired and liabilities assumed | $ 117,336 | |||||||||
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 taxes | (274) | |||||||||
Net assets acquired and liabilities assumed | 11,297 | |||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 560 | |||||||||
Detroit Speed, Inc. [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | $ 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] | ||||||||||
Technology intangible | 14,640 | |||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 14,640 | |||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 10,760 | |||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 10,760 | |||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 1,970 | |||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 1,970 | |||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 0 | |||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 110 | |||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Previously Reported [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | 110 | |||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Technology intangible | $ 0 |
Business Combination and Acqu_7
Business Combination and Acquisitions Business Combination - Summary of pro forma information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||
Pro forma net sales | $ 159,673 | $ 140,195 | $ 521,836 | $ 384,237 | |||
Pro forma net income (loss) | $ (30,200) | $ 15,045 | $ (6,906) | $ 33,195 | |||
HPI And Range [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma net sales | $ 373,459 | $ 378,287 | |||||
Pro forma net income (loss) | 7,032 | $ (30,225) | |||||
Range Drake Simpson And Detroit Speed [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma net sales | $ 584,270 | 461,418 | |||||
Pro forma net income (loss) | $ 37,304 | $ (8,799) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 48,665 | $ 44,474 | $ 44,146 |
Work-in-process | 18,960 | 12,946 | 14,164 |
Finished goods | 96,718 | 76,508 | 63,686 |
Inventory, Net, Total | $ 164,343 | $ 133,928 | $ 121,996 |
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 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 76,401 | $ 62,702 | $ 48,925 |
Less: accumulated depreciation | 26,008 | 18,973 | 15,390 |
Property, Plant and Equipment, Net, Total | 50,393 | 43,729 | 33,535 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,330 | 1,330 | 1,330 |
Buildings and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 10,123 | 8,594 | 7,222 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 47,042 | 44,690 | 37,083 |
Construction in process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 17,906 | $ 8,088 | $ 3,290 |
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 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | $ 50,393 | $ 43,729 | $ 33,535 |
United States [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | 48,359 | 42,264 | 32,977 |
International [member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | $ 2,034 | $ 1,465 | $ 558 |
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] | ||
Goodwill, Acquired During Period | $ 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 | Dec. 31, 2019 |
Finite-lived intangible assets: | |||
Finite-Lived intangible assets, Gross Carrying Amount | $ 300,355 | $ 283,644 | $ 234,418 |
Finite-Lived intangible assets, Accumulated Amortization | (42,253) | (31,862) | (20,780) |
Finite-Lived intangible assets, Net Carrying Value | 258,102 | 251,782 | 213,638 |
Customer Relationships [Member] | |||
Finite-lived intangible assets: | |||
Finite-Lived intangible assets, Gross Carrying Amount | 259,907 | 245,274 | 198,768 |
Finite-Lived intangible assets, Accumulated Amortization | (29,878) | (21,819) | (13,581) |
Finite-Lived intangible assets, Net Carrying Value | 230,029 | 223,455 | 185,187 |
Trade Names [Member] | |||
Finite-lived intangible assets: | |||
Finite-Lived intangible assets, Gross Carrying Amount | 13,775 | 13,775 | 13,775 |
Finite-Lived intangible assets, Accumulated Amortization | (3,906) | (3,369) | (2,656) |
Finite-Lived intangible assets, Net Carrying Value | 9,869 | 10,406 | 11,119 |
Indefinite-lived intangible assets: | |||
Indefinite-lived intangible assets, Gross Carrying Amount | 163,768 | 152,740 | 119,868 |
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 | 21,875 |
Finite-Lived intangible assets, Accumulated Amortization | (8,469) | (6,674) | (4,543) |
Finite-Lived intangible assets, Net Carrying Value | $ 18,204 | $ 17,921 | $ 17,332 |
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 | Dec. 31, 2019 |
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 | $ 213,638 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | $ 575,922 | $ 674,986 | $ 526,635 |
Other | 4,320 | 4,701 | |
Less unamortized debt issuance costs | (12,600) | (16,684) | (15,065) |
Less current portion of long-term debt | (5,528) | (5,528) | (3,800) |
Long Term Debt Including Related Parties Noncurrent | 570,394 | 669,458 | 522,835 |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | 0 | 20,500 | |
First Lien Note [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | 539,202 | 541,969 | 376,200 |
Second Lien Note [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term Debt, Gross | $ 45,000 | $ 145,000 | $ 145,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Jul. 16, 2021 | Sep. 26, 2021 | Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||||
Long-term Debt, Gross | $ 575,922 | $ 575,922 | $ 674,986 | $ 526,635 | |
Loss on early extinguishment of debt | (1,425) | $ (1,425) | |||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Maturity | 2023-10 | 2023-10 | |||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Maturity | 2025-10 | 2025-10 | |||
First Lien Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Face Amount | 600,000 | $ 600,000 | $ 600,000 | ||
Long-term Debt, Gross | 539,202 | 539,202 | 541,969 | 376,200 | |
Principal payment | 1,382 | 1,382 | |||
Total outstanding letters of credit | 1,200 | 1,200 | |||
First Lien Note [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Face Amount | 550,000 | 550,000 | 550,000 | ||
Second Lien Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Face Amount | 145,000 | 145,000 | 145,000 | ||
Long-term Debt, Gross | 45,000 | 45,000 | 145,000 | 145,000 | |
Repayment of outstanding principal | $ 100,000 | ||||
Loss on early extinguishment of debt | $ 1,425 | ||||
Second Lien Note [Member] | Sentinel Capital Partners Junior Fund I [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Amount outstanding, related party | $ 6,207 | $ 6,207 | $ 20,000 | $ 20,000 | |
LIBOR [Member] | First Lien Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.10% | 5.10% | 5.20% | 6.90% | |
LIBOR [Member] | First Lien Note [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowings | $ 50,000 | $ 50,000 | $ 50,000 | ||
LIBOR [Member] | Second Lien Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | 8.50% | 8.70% | 10.40% | |
Prime Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||
Long-term Debt, Gross | $ 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 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
2021 (remaining three months) | $ 2,765 | ||
2021 | 5,528 | $ 5,528 | |
2022 | 5,528 | 5,528 | |
2023 | 5,528 | 5,528 | |
2024 | 519,853 | 5,528 | |
2025 | 519,857 | ||
Thereafter | 49,320 | 149,701 | |
Long-term Debt, Total | 588,522 | 691,670 | |
Debt Issuance Costs, Net [Abstract] | |||
2021 (remaining three months) | 703 | ||
2021 | 2,899 | 3,911 | |
2022 | 3,019 | 3,618 | |
2023 | 3,148 | 3,344 | |
2024 | 2,746 | 3,092 | |
2025 | 2,450 | ||
Thereafter | 85 | 269 | |
Debt Issuance Costs | $ 12,600 | $ 16,684 | $ 15,065 |
Initial Public Offering (Detail
Initial Public Offering (Detail) - $ / shares | Oct. 09, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jul. 16, 2021 |
Initial Public Offering [Line Items] | ||||
Purchase price of per unit | $ 10 | |||
IPO [Member] | Empower Ltd [Member] | ||||
Initial Public Offering [Line Items] | ||||
Sale of stock units | 25,000,000 | 25,000,000 | 25,000,000 | |
Purchase price of per unit | $ 10 | $ 10 | $ 10 | |
Ordinary share exercise price per share | 11.50 | 11.50 | ||
Public warrant, description | Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (“public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). | Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (“public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 10). |
Private Placement (Detail)
Private Placement (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Oct. 09, 2021 | |
Private Placement (Details) [Line Items] | |||
Purchase of warrants (in Shares) | 1 | ||
Warrant price per share | $ 11.50 | ||
Empower Ltd [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase price (in Dollars) | $ 7,000,000 | $ 7,000,000,000 | |
Private Placement [Member] | Sponsor [Member] | Empower Ltd [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase of warrants (in Shares) | 4,666,667 | 4,666,667 | |
Warrant price per share | $ 1.50 | $ 1.50 | |
Class A Ordinary shares [Member] | Private Placement [Member] | Empower Ltd [Member] | |||
Private Placement (Details) [Line Items] | |||
Warrant price per share | $ 11.50 | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) | Nov. 23, 2020 | Oct. 09, 2020 | Aug. 21, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jul. 16, 2021 | Jun. 25, 2021 | May 11, 2021 | Mar. 17, 2021 | Mar. 11, 2021 |
Related Party Transactions (Details) [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 Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares forfeited | 937,500 | |||||||||
Founder shares outstanding | 6,250,000 | |||||||||
Warrants conversion, description | business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. | business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. | ||||||||
Aggregate principal amount (in Dollars) | $ 300,000,000 | |||||||||
Outstanding balance (in Dollars) | $ 150,295 | |||||||||
Subscription Agreement [Member] | PIPE Investors [Member] | ||||||||||
Related Party Transactions (Details) [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 | $ 240,000,000 | |||||||||
Subscription Agreement [Member] | PIPE Investors [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [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 | $ 240,000,000 | |||||||||
Merger Agreement [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Proceeds from PIPE financing used for the debt paydown | 100,000,000 | |||||||||
PIPE Subscription Agreement [Member] | New PIPE Investors [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock shares subscribed but not issued | 700,000 | 100,000 | 50,000 | |||||||
PIPE Subscription Agreement [Member] | Midocean Partners V LP [Member] | Domestication Common Stock [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock shares subscribed but not issued | 1,950,000 | |||||||||
Common stock shares subscribed but not issued value | $ 19,500,000 | |||||||||
Sponsor [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Offering and formation costs (in Dollars) | $ 25,000 | |||||||||
Sale of stock issue price per share | $ 10 | |||||||||
Founder Shares [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Purchase of shares | 7,187,500 | |||||||||
Shareholder outstanding shares percentage | 20.00% | |||||||||
Proposed stockholders, description | The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | ||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | Empower Ltd [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Number of shares subject to forfeiture | 937,500 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Jul. 16, 2021 | Jul. 09, 2021 | Oct. 06, 2020 | |
Commitments (Details) [Line Items] | |||||
Common stock shares subscribed but not issued | 24,000,000 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Common Stock, Value, Subscriptions | $ 240,000 | ||||
Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Underwriting deferred fee per unit | $ 0.35 | $ 0.35 | |||
Underwriters over-allotment value | $ 8,750,000 | $ 8,750,000 | |||
Forward purchase agreement description | The Company entered into a forward purchase agreement (the “FPA”) pursuant to which Empower Funding LLC (“Empower Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with MidOcean Partners (“MidOcean”), and is an affiliate of the sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00 per unit, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by the MidOcean investment committee. | The Company entered into a forward purchase agreement (the “FPA”), dated as of October 6, 2020, pursuant to which Empower Funding LLC (“Empower Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with MidOcean Partners (“MidOcean”), and is an affiliate of the sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00 per unit, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by the MidOcean investment committee | |||
Certain Assignment and Assumption Agreement [Member] | Midocean Partners V LP [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Common stock shares subscribed but not issued | 4,975,000 | ||||
Certain Assignment and Assumption Agreement [Member] | MidOcean Partners V Executive, L.P [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Common stock shares subscribed but not issued | 25,000 | ||||
Certain Assignment and Assumption Agreement [Member] | New FPA Purchasers [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Common stock shares subscribed but not issued | 5,000,000 | ||||
Common Stock, Value, Subscriptions | $ 50,000,000 | ||||
Class A Common Stock And One Third Of One Warrant [Member] | Forward Purchase Agreement [Member] | Empower Funding LLC [Member] | Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Common stock shares subscribed but not issued | 5,000,000 | ||||
Sale of Stock, Price Per Share | $ 50 | ||||
Over-Allotment Option [Member] | Empower Ltd [Member] | |||||
Commitments (Details) [Line Items] | |||||
Option to Purchase of Shares. | 3,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Sep. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preference shares, authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 | 0 | |
Preference shares, outstanding | 0 | 0 | 0 | |
Common stock, shares authorized | 550,000,000 | 550,000,000 | 550,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock Shares Issued | 115,805,639 | 115,805,639 | ||
Common Stock Shares Outstanding | 67,673,884 | 67,673,884 | 67,673,884 | |
Empower Ltd [Member] | ||||
Preference shares, authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preference shares, outstanding | 0 | 0 | ||
Common Stock Shares Issued | 67,673,884 | 67,673,884 | ||
Class A Ordinary shares [Member] | Empower Ltd [Member] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common Stock Shares Issued | 0 | 25,000,000 | ||
Common Stock Shares Outstanding | 0 | 25,000,000 | ||
Ordinary shares subject to possible redemption (in Dollars) | $ 25,000,000 | |||
Class B ordinary shares [Member] | Empower Ltd [Member] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common Stock Shares Issued | 6,250,000 | 6,250,000 | ||
Common Stock Shares Outstanding | 6,250,000 | 6,250,000 | ||
Founder shares converted basis percentage | 20.00% | 20.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - Empower Ltd [Member] | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Warrants expire period | 5 years | 5 years |
stockholders equity, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. |
Common Class A [Member] | Public Warrants [Member] | ||
Warrants for redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding public warrants: • in whole and not in part; • at a price of $0.01 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding public warrants: • in whole and not in part; • at a price of $0.01 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Common Class A [Member] | Outstanding Warrants [Member] | ||
Warrants for redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. |
Business Combination (Detail)
Business Combination (Detail) - USD ($) | Jul. 16, 2021 | Mar. 11, 2021 | Sep. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 06, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
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 | ||||||
Holley Parent Holdings LLC [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination contingent consideration shares issuable | 2,187,500 | ||||||
Holley Parent Holdings LLC [Member] | Maximum [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share price | $ 15 | ||||||
Holley Parent Holdings LLC [Member] | Tranche One [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination contingent consideration shares issuable | 1,093,750 | ||||||
Number of trading days for determining the share price | 20 years | ||||||
Number of consecutive trading days for determining the share price | 30 years | ||||||
Holley Parent Holdings LLC [Member] | Tranche One [Member] | Minimum [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share price | $ 13 | ||||||
Holley Parent Holdings LLC [Member] | Tranche Two [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination contingent consideration shares issuable | 1,093,750 | ||||||
Holley Parent Holdings LLC [Member] | Tranche Two [Member] | Maximum [Member] | Founder Shares [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share price | $ 13 | ||||||
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 | $ 240,000,000 | ||||||
Subscription Agreement [Member] | PIPE Investors [Member] | Empower Ltd [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 | $ 240,000,000 | ||||||
Class A Common Stock And One Third Of One Warrant [Member] | Forward Purchase Agreement [Member] | Empower Funding LLC [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock shares subscribed but not issued | 5,000,000 | ||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
Empower Class A Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common stock conversion basis | one | ||||||
EMpower Class B Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | Empower Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common stock conversion basis | one |
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 | |||
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 | $ 0 | |
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] | ||||
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 of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) | Sep. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Cash and marketable securities held in trust account | $ 250,112,265 | $ 250,052,906 | |
Total fair value | $ 94,947,000 | ||
Forward purchase agreement liability [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 3,250,000 | 2,050,000 | |
Acquisition Contingent Consideration Payable | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 24,373,000 | ||
Earn-Out Liability | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 24,588,000 | ||
Warrant Liability – Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 30,400,000 | ||
Warrant Liability – Public Warrants [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 15,666,666 | 9,583,333 | |
Warrant Liability Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 15,586,000 | ||
Warrant Liability Private Placement Warrants [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | $ 9,566,667 | 5,506,667 | |
Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 30,400,000 | ||
Level 1 [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Cash and marketable securities held in trust account | 250,052,906 | ||
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 | 30,400,000 | ||
Level 1 [Member] | Warrant Liability – Public Warrants [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 9,583,333 | ||
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 | 64,547,000 | 9,200,000 | |
Level 3 [Member] | Forward purchase agreement liability [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 2,050,000 | ||
Level 3 [Member] | Acquisition Contingent Consideration Payable | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 24,373,000 | ||
Level 3 [Member] | Earn-Out Liability | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | 24,588,000 | 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 | $ 15,586,000 | ||
Level 3 [Member] | Warrant Liability Private Placement Warrants [Member] | Empower Ltd [Member] | |||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |||
Total fair value | $ 5,506,667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Key Inputs using 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 | 38.24 |
Earn Out Liability [Member] | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 1.25 |
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 | 0.93 |
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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Empower Ltd [Member] | ||
Fixed commitment | $ 50 | $ 50 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the changes in the fair value of the FPA liability (Details) - Fair Value, Inputs, Level 3 [Member] - Empower Ltd [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |||
Beginning balance | $ 2,050,000 | $ 50,000 | $ 2,050,000 |
Recognized loss on change in fair value (1) | (300,000) | 2,000,000 | 1,500,000 |
Ending balance | $ 1,750,000 | $ 2,050,000 | $ 3,250,000 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of changes in the fair value of warrant liabilities (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 26, 2021 | |
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | $ 0 | $ 0 | $ 0 | |||
Change in valuation inputs or other assumptions | $ 17,273,000 | 17,273,000 | ||||
Ending balance | $ 45,986,000 | $ 0 | 45,986,000 | |||
Empower Ltd [Member] | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 15,090,000 | 15,090,000 | 15,090,000 | |||
Change in valuation inputs or other assumptions | $ 9,706,666 | 1,690,000 | 10,143,333 | |||
Ending balance | 25,233,333 | 15,090,000 | 25,233,333 | |||
Private Placement | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 5,693,334 | 5,506,667 | 5,506,667 | 5,506,667 | ||
Change in valuation inputs or other assumptions | 3,873,333 | 186,667 | ||||
Ending balance | 9,566,667 | 5,693,334 | 5,506,667 | 9,566,667 | ||
Private Placement | Empower Ltd [Member] | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 5,506,667 | 0 | 5,506,667 | 5,506,667 | ||
Initial measurement | 4,900,000 | |||||
Change in valuation inputs or other assumptions | 606,667 | |||||
Ending balance | 5,506,667 | |||||
Public | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 9,833,333 | 9,583,333 | 9,583,333 | 9,583,333 | ||
Change in valuation inputs or other assumptions | 5,833,333 | 250,000 | ||||
Ending balance | 15,666,666 | 9,833,333 | 9,583,333 | 15,666,666 | ||
Public | Empower Ltd [Member] | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 9,583,333 | 0 | 9,583,333 | 9,583,333 | ||
Initial measurement | 8,500,000 | |||||
Change in valuation inputs or other assumptions | 1,083,333 | |||||
Ending balance | 9,583,333 | |||||
Warrant Liabilities | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | 15,526,667 | 15,090,000 | 15,090,000 | 15,090,000 | ||
Change in valuation inputs or other assumptions | 9,706,666 | 436,667 | ||||
Ending balance | $ 25,233,333 | 15,526,667 | 15,090,000 | 25,233,333 | ||
Warrant Liabilities | Empower Ltd [Member] | ||||||
Disclosure Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Beginning balance | $ 15,090,000 | 0 | $ 15,090,000 | $ 15,090,000 | ||
Initial measurement | 13,400,000 | |||||
Change in valuation inputs or other assumptions | 1,690,000 | |||||
Ending balance | $ 15,090,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of key inputs into the monte carlo simulation model for the private placement warrants and public warrants (Details) | Oct. 09, 2020USD ($)$ / shares | Sep. 26, 2021 | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares | Oct. 09, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Expected volatility | 40.30% | |||||
Exercise price | $ 11.50 | |||||
Measurement Input, Exercise Price | Empower Ltd [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Risk-free interest rate | 0.45% | 0.98% | 0.51% | 0.88% | ||
Trading days per year | $ | 252 | 252 | 252 | 252 | ||
Expected volatility | 17.50% | 17.40% | 16.50% | 27.20% | ||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Stock price | $ 9.54 | $ 9.98 | $ 10.01 | $ 10.01 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Product and Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Total sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 | $ 504,179 | $ 368,663 | $ 137,911 |
Electronic Systems [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | 77,199 | 70,371 | 241,474 | 197,493 | 266,742 | 199,295 | 47,110 |
Mechanical System [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | 37,026 | 29,383 | 118,295 | 85,218 | 119,784 | 92,498 | 41,024 |
Exhaust [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | 16,971 | 18,905 | 59,587 | 53,062 | 71,915 | 51,802 | 43,644 |
Accessories [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | 14,384 | 14,648 | 45,403 | 29,987 | 38,543 | 25,068 | 6,133 |
Safety [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | $ 14,093 | $ 48,287 | $ 7,195 |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Total sales | $ 159,673 | $ 133,307 | $ 513,046 | $ 365,760 | $ 504,179 | $ 368,663 | $ 137,911 |
United States [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | 155,626 | 133,307 | 501,196 | 365,760 | 502,661 | 368,663 | 137,911 |
Italy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total sales | $ 4,047 | $ 11,850 | $ 1,518 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax expense (benefit) | |||||||
Federal | $ (530) | $ 4,420 | $ 1,220 | ||||
State | 1,174 | 302 | 145 | ||||
Foreign | 1,668 | 1,894 | (169) | ||||
Total | 2,312 | 6,616 | 1,196 | ||||
Deferred income tax expense (benefit) | |||||||
Federal | 7,136 | (9,663) | (4,063) | ||||
State | (622) | (1,826) | (1,708) | ||||
Total | 6,514 | (11,489) | (5,771) | ||||
Total income tax expense (benefit) | $ (3,301) | $ 5,512 | $ 7,255 | $ 9,656 | $ 8,826 | $ (4,873) | $ (4,575) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision and Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||
Income tax expense | $ (3,301) | $ 5,512 | $ 7,255 | $ 9,656 | $ 8,826 | $ (4,873) | $ (4,575) |
Effective tax rates | 9.90% | 28.90% | 23.80% | 50.00% | |||
"Expected" tax expense (benefit) | $ 8,753 | (906) | (7,389) | ||||
State income tax expense (benefit) | 335 | (1,005) | (1,115) | ||||
Permanent tax differences | 167 | 494 | 4,207 | ||||
Foreign tax rate | 389 | 369 | 7 | ||||
Tax credit | (646) | (750) | (120) | ||||
Other differences, net | $ (172) | $ (3,075) | $ (165) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Before Income Taxes Was Subject To Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ 37,548 | $ (7,879) | $ (34,459) |
Foreign | 4,135 | 3,567 | (729) |
Total | $ 41,683 | $ (4,312) | $ (35,188) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Reserves on assets | $ 6,435 | $ 5,603 |
Liabilities not yet deductible | 3,786 | 3,565 |
Interest expense limitation | 5,491 | 12,965 |
Other | 2,332 | 1,645 |
Total gross deferred tax assets | 18,044 | 23,778 |
Deferred tax liabilities: | ||
Tradename | 31,962 | 25,810 |
Intangible assets | 45,956 | 41,002 |
Goodwill | 5,743 | 3,858 |
Inventory | 832 | 0 |
Property, plant and equipment | 5,125 | 4,633 |
Total gross deferred tax liabilities | 89,618 | 75,303 |
Net deferred tax liabilities | $ 71,574 | $ 51,525 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 27, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 9.90% | 28.90% | 23.80% | 50.00% |
Federal tax rates | 21.00% | 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 | 12 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 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net income | $ (30,200) | $ 23,098 | $ (2,056) | $ 13,543 | $ 12,509 | $ 4,852 | $ (9,158) | $ 30,904 | $ 32,857 | $ 561 | $ (30,613) |
Denominator: | |||||||||||
Weighted average common shares | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | 67,673,884 | 67,673,884 | 67,673,884 | ||||
Dilutive effect of potential common shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average common shares assuming dilution | 106,285,072 | 67,673,884 | 80,735,661 | 67,673,884 | 67,673,884 | 67,673,884 | 67,673,884 | ||||
Earnings per share: | |||||||||||
Basic | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 | $ 0.49 | $ 0.01 | $ (0.45) | ||||
Diluted | $ (0.28) | $ 0.20 | $ (0.11) | $ 0.46 | $ 0.49 | $ 0.01 | $ (0.45) |
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 - Summary of Chan
Benefit Plans - Summary of Changes In Defined Benefit Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Service cost | $ 35 | $ 40 | $ 107 | $ 120 | $ 159 | $ 142 | $ 25 |
Interest cost | $ 38 | $ 48 | 114 | 144 | 190 | 231 | 41 |
Pension Plan [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Beginning benefit obligation | $ 6,551 | $ 5,993 | 5,993 | 5,627 | |||
Service cost | 159 | 142 | |||||
Interest cost | 190 | 231 | |||||
Benefits paid | (339) | (346) | |||||
Expenses paid | (142) | (158) | |||||
Actuarial loss | 690 | 497 | |||||
Ending benefit obligation | $ 6,551 | $ 5,993 | $ 5,627 |
Benefit Plans - Summary of Ch_2
Benefit Plans - Summary of Changes In Defined Benefit Plan Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Beginning fair value of plan assets | $ 4,756 | $ 4,089 | $ 4,089 | ||||
Employer contributions | $ 300 | $ 294 | 417 | 477 | |||
Ending fair value of plan assets | 4,756 | $ 4,089 | |||||
Amounts Recorded in Accumulated Other Comprehensive Loss | |||||||
Net actuarial loss | 16 | ||||||
Pension Plan [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Beginning fair value of plan assets | $ 4,756 | $ 4,089 | 4,089 | 3,740 | |||
Actual return on plan assets | 559 | 568 | |||||
Employer contributions | 589 | 285 | $ 0 | ||||
Benefits paid from plan assets | (339) | (346) | |||||
Expenses paid | (142) | (158) | |||||
Ending fair value of plan assets | 4,756 | 4,089 | $ 3,740 | ||||
Ending funded status | (1,795) | (1,904) | |||||
Amounts Recorded in the Consolidated Balance Sheets | |||||||
Current liabilities | 0 | 0 | |||||
Non-current liabilities | (1,795) | (1,904) | |||||
Net amount recorded | (1,795) | (1,904) | |||||
Amounts Recorded in Accumulated Other Comprehensive Loss | |||||||
Net actuarial loss | $ (293) | $ (123) |
Benefit Plans - Summarizes The
Benefit Plans - Summarizes The Components Of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Service cost | $ 35 | $ 40 | $ 107 | $ 120 | $ 159 | $ 142 | $ 25 |
Interest cost | 38 | 48 | 114 | 144 | 190 | 231 | 41 |
Expected return on plan assets | (58) | (64) | (180) | (192) | (255) | (232) | (42) |
Amortization of net loss | 9 | 0 | 19 | 0 | |||
Net periodic benefit cost | $ 24 | $ 24 | $ 60 | $ 72 | $ 94 | $ 141 | $ 24 |
Benefit Plans - Summary of Defi
Benefit Plans - Summary of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Net loss | $ 822 | $ 436 | $ 275 |
Benefit Plans - Summary of De_2
Benefit Plans - Summary of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Parenthetical) (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
Defined benefit plan amount to be amortized from accumulated other comprehensive income loss in the next twelve months | $ 21 |
Benefit Plans - Summary of De_3
Benefit Plans - Summary of Defined Benefit Plan, Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Discount rate | 3.25% | 4.32% |
Expected return on plan assets | 6.35% | 6.50% |
Benefit Plans - Summary of De_4
Benefit Plans - Summary of Defined Benefit Plan Weighted Average Assumptions Used In Determining The Benefit Obligation (Detail) | Dec. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | ||
Discount rate | 2.38% | 3.25% |
Benefit Plans - Summary of De_5
Benefit Plans - Summary of Defined Benefit Plan, Plan Assets, Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||
Target Allocation, Percentage | 100.00% | ||
Target Allocation | $ 4,756 | $ 4,089 | |
Common stock | |||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||
Target Allocation, Percentage | 35.00% | ||
Target Allocation | 1,562 | 1,748 | |
Mutual funds | |||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||
Target Allocation, Percentage | 25.00% | ||
Target Allocation | 2,202 | 856 | |
Corporate/government bonds | |||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||
Target Allocation, Percentage | 40.00% | ||
Target Allocation | 982 | 1,473 | |
Cash and cash equivalents | |||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||
Target Allocation, Percentage | 0.00% | ||
Target Allocation | $ 10 | $ 12 |
Benefit Plans - Summary of De_6
Benefit Plans - Summary of Defined Benefit Plan, Plan Assets, Category (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | $ 4,756 | $ 4,089 |
Common stock | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 1,562 | 1,748 |
Mutual funds | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 2,202 | 856 |
Corporate/government bonds | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 982 | 1,473 |
Cash and cash equivalents | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 10 | 12 |
Fair Value, Recurring [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 4,756 | 4,089 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 3,764 | 2,604 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 992 | 1,485 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Common stock | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 1,562 | 1,748 |
Fair Value, Recurring [Member] | Common stock | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 1,562 | 1,748 |
Fair Value, Recurring [Member] | Common stock | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Common stock | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Mutual funds | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 2,202 | 856 |
Fair Value, Recurring [Member] | Mutual funds | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 2,202 | 856 |
Fair Value, Recurring [Member] | Mutual funds | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Mutual funds | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Corporate/government bonds | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 982 | 1,473 |
Fair Value, Recurring [Member] | Corporate/government bonds | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Corporate/government bonds | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 982 | 1,473 |
Fair Value, Recurring [Member] | Corporate/government bonds | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Cash and cash equivalents | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 10 | 12 |
Fair Value, Recurring [Member] | Cash and cash equivalents | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Cash and cash equivalents | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | 10 | 12 |
Fair Value, Recurring [Member] | Cash and cash equivalents | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Benefit Plans - Summary of De_7
Benefit Plans - Summary of Defined Benefit Plan Expected Future Benefit Payment (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Retirement Benefits [Abstract] | |
2021 | $ 369 |
2022 | 373 |
2023 | 375 |
2024 | 372 |
2025 | 372 |
2026 — 2030 | $ 1,858 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined contribution pension plan | |||||||
Benefit costs | $ 24 | $ 24 | $ 60 | $ 72 | $ 94 | $ 141 | $ 24 |
Defined benefit plan assets contribution by employer | 300 | 294 | 417 | 477 | |||
401(k) [Member] | |||||||
Defined contribution pension plan | |||||||
Defined contribution plan employer discretionary contribution amount | $ 1,019 | $ 757 | $ 2,020 | $ 1,558 | |||
Pension Plan [Member] | |||||||
Defined contribution pension plan | |||||||
Accumulated benefit obligation | 6,551 | 5,993 | |||||
Benefit costs | 94 | 141 | 24 | ||||
Defined benefit plan assets contribution by employer | 589 | 285 | 0 | ||||
Defined benefit plan assets contribution by plan participant | 0 | $ 0 | $ 0 | ||||
Defined benefit plan expected future employer contributions next fiscal year | $ 367 | ||||||
Section Four Hundred And One K Plan [Member] | |||||||
Defined contribution pension plan | |||||||
Defined contribution plan employer matching contribution percent of match | 3.50% | 3.50% | 3.50% | ||||
Defined contribution plan employer discretionary contribution amount | $ 1,997 | $ 1,141 | $ 274 | ||||
Section Four Hundred And One K Plan [Member] | Before Second Quarter Of Two Thousand And Twenty One [Member] | |||||||
Defined contribution pension plan | |||||||
Defined contribution plan employer discertionary contribution additional contribution accrued | $ 440 |
Equity-Based Compensation Pla_3
Equity-Based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 23, 2021 | Jul. 16, 2021 | Sep. 26, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
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 | ||||||
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 | ||||||||
Profit Interest Units [Member] | Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 41,400,000 | ||||||||
Grants in period | 5,932 | 3,906 | 27,925 | ||||||
Shares Unvested | 35,570 | 31,831 | 27,925 | ||||||
Weighted average grant date fair value, options non-vested | $ 0.27 | $ 0.27 | $ 0.27 | ||||||
Unrecognized compensation cost | $ 1,737 | ||||||||
Remaining weighted average period | 3 years 4 months 24 days | ||||||||
Share based compensation by share based award unvested options aggegate fair value | $ 32,383 | $ 30,323 | $ 27,925 | ||||||
Share based compensation by share based award options vested in period aggregate fair value | $ 487 | $ 437 | |||||||
Share based compensation by share based award option vested in period units | 3,187 | 1,508 | |||||||
Profit Interest Units [Member] | Incentive Plan [Member] | Unvested Profit Interest Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value, options non-vested | $ 0.26 | $ 0.28 | $ 0.27 | ||||||
Profit Interest Units [Member] | Incentive Plan [Member] | Performance Based Vesting [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants in period | 4,507 | 2,967 | 20,700 | ||||||
Weighted average grant date fair value | $ 0.27 | $ 0.24 | $ 0.26 | ||||||
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 | |||||||
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 | 12 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 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation expense | $ 2,486 | $ 131 | $ 131 | $ 121 | $ 114 | $ 121 | $ 487 | $ 437 | ||
Selling, General and Administrative Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based compensation expense | $ 487 | $ 437 | ||||||||
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) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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% | |||
Profit Interest Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average expected term | 3 years 4 months 24 days | 4 years 1 month 6 days | 4 years 9 months 18 days | |
Expected volatility | 72.50% | 72.50% | 62.50% | |
Expected Dividend | $ 0 | $ 0 | $ 0 | |
Risk-free interest rate | 0.30% | 1.50% | 2.50% |
Equity-Based Compensation Pla_6
Equity-Based Compensation Plans - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - Profit Interest Units [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding PIUs, Granted | 8,445 | 5,932 | |||
Outstanding PIUs, Ending Balance | 36,045 | 4,507 | |||
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.64 | $ 0.27 | |||
Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding PIUs, Beginning Balance | 35,570 | 31,831 | 31,831 | 27,925 | |
Outstanding PIUs, Granted | 5,932 | 3,906 | 27,925 | ||
Outstanding PIUs, Forfeited | (2,193) | ||||
Outstanding PIUs, Ending Balance | 35,570 | 31,831 | 27,925 | ||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.27 | |
Weighted Average Grant Date Fair Value, Granted | 0.28 | 0.25 | 0.27 | ||
Weighted Average Grant Date Fair Value, Forfeited | 0.27 | ||||
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.27 | $ 0.27 | $ 0.27 |
Lease Commitments - - Schedule
Lease Commitments - - Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Lessee Disclosure [Abstract] | ||
2021 | $ 1,705 | |
2022/2021 | 6,485 | $ 4,543 |
2023/2022 | 5,036 | 3,278 |
2024/2023 | 3,679 | 2,695 |
2025/2024 | 2,752 | 1,760 |
2025 | 1,242 | |
Thereafter | $ 11,045 | |
Thereafter | $ 3,863 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||||||
Rent expense | $ 1,992 | $ 968 | $ 5,665 | $ 3,337 | $ 4,688 | $ 4,737 | $ 2,749 |
Maximum [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining lease term | 10 years | 10 years | 10 years | ||||
Minimum [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining lease term | 1 year | 1 year | 1 year |
Major Reseller Customers - Sche
Major Reseller Customers - Schedule of Revenue by Major Customers by Reporting Segments (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - Reseller [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 21.50% | 20.00% | 12.80% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 5.40% | 5.70% | 5.60% |
Customer C [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 4.50% | 5.60% | 2.50% |
Major Reseller Customers - Sc_2
Major Reseller Customers - Schedule of Revenue by Major Customers by Reporting Segments (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Reseller [Member] | Minimum [Member] | |||
Major Reseller Customers [Line Items] | |||
Concentration Risk, Percentage | 5.00% | 5.00% | 5.00% |
Major Reseller Customers - Summ
Major Reseller Customers - Summary Of Concentration Of Accounts Receivable Of Major Resellers (Detail) - Customer Concentration Risk [Member] - Accounts Receivable [Member] - Reseller [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||
Major Reseller Customers [Line Items] | ||
Concentration Risk, Percentage | 13.20% | 7.60% |
Customer D [Member] | ||
Major Reseller Customers [Line Items] | ||
Concentration Risk, Percentage | 8.90% | 11.60% |
Major Reseller Customers - Su_2
Major Reseller Customers - Summary Of Concentration Of Accounts Receivable Of Major Resellers (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Reseller [Member] | Minimum [Member] | |||
Major Reseller Customers [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
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 | 12 Months Ended | |||||||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Business Combination and Asset Acquisition [Abstract] | ||||||||||||
Acquisitions | [1] | $ 204 | $ 137 | $ 3,415 | $ 1,301 | |||||||
Restructuring | 140 | [2] | 955 | [2] | 1,265 | [2] | 4,323 | [2] | $ 5,309 | $ 3,538 | $ 1,220 | |
Management fees | [3] | 23,274 | 894 | 25,813 | 2,665 | |||||||
Earn out adjustment | [4] | 0 | 0 | 17,173 | 0 | |||||||
Total acquisition, restructuring and management fees | $ 23,618 | $ 1,986 | $ 47,666 | $ 8,289 | $ 15,832 | $ 8,604 | $ 22,022 | |||||
[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 $23,275 paid in the 13-week period ended September 26, 2021 upon the closing of the Business Combination. | |||||||||||
[4] | A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
Acquisition, Restructuring an_4
Acquisition, Restructuring and Management Fee Costs - Summary of Total Acquisition, Restructuring and Management Fee Costs (Parenthetical) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Sentinel Capital Partners [Member] | ||||
Business Acquisition [Line Items] | ||||
Aacquisition costs and management fees | $ 23,275 | $ 6,089 | $ 3,662 | $ 12,869 |
Acquisition, Restructuring an_5
Acquisition, Restructuring and Management Fee Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Acquisition restructuring and management fee costs | $ 23,618 | $ 1,986 | $ 47,666 | $ 8,289 | $ 15,832 | $ 8,604 | $ 22,022 | ||||
Professional fees directly attributable to acquistion | 4,434 | 1,404 | 7,933 | ||||||||
Restructuring costs | $ 140 | [1] | $ 955 | [1] | 1,265 | [1] | $ 4,323 | [1] | 5,309 | 3,538 | 1,220 |
Sentinel Capital Partners[Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Aacquisition costs and management fees | $ 23,275 | $ 6,089 | $ 3,662 | $ 12,869 | |||||||
[1] | Includes costs incurred as part of the restructuring of operations including professional and consulting services. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrual for Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||
Beginning Balance | $ 2,928 | $ 2,962 | $ 3,989 | $ 3,454 | $ 3,454 | $ 2,584 |
Accrued for current year warranty claims | 2,027 | 3,710 | 5,462 | 7,637 | 11,251 | 8,485 |
Settlement of warranty claims | (2,310) | (3,176) | (6,806) | (7,595) | (10,716) | (7,615) |
Ending Balance | $ 2,645 | $ 3,496 | $ 2,645 | $ 3,496 | $ 3,989 | $ 3,454 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Nov. 18, 2021USD ($) | Jul. 16, 2021USD ($)shares | Nov. 16, 2020USD ($) | Nov. 11, 2020USD ($) | Sep. 26, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 23, 2021shares | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | ||||||||
Long-term Debt | $ 588,522,000 | $ 691,670,000 | ||||||
Line of Credit Facility, Expiration Period | 7 years | |||||||
Payments to Acquire Businesses, Gross | $ 264,718,000 | $ 110,209,000 | $ 47,104,000 | 264,718,000 | ||||
First Lien Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 600,000,000 | $ 600,000,000 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of Businesses Acquired | 7 | |||||||
Payments to Acquire Businesses, Gross | $ 120,000,000 | |||||||
Subsequent Event [Member] | First Lien Note [Member] | New Credit Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 600,000,000 | |||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | New Credit Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000,000 | |||||||
Line of Credit Facility, Expiration Period | 5 years | |||||||
Subsequent Event [Member] | Delayed Draw Term Loan [Member] | New Credit Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 100,000,000 | |||||||
Subsequent Event [Member] | First Lien Loan Revolving Credit Facility And Delayed Draw Term Loan [Member] | New Credit Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-term Debt | $ 655,000,000 | |||||||
Subsequent Event [Member] | Share-based Payment Arrangement [Member] | Two Thousand Twenty One Omnibus Incentive Plan Member [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares | shares | 1,394,008 | |||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Two Thousand Twenty One Omnibus Incentive Plan Member [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Restricted stock units | shares | 658,891 |