Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 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 $0.0001 per share (“Common Stock”), and (ii) up to 6,333,334 warrants to purchase Common Stock. The Registration Statement was declared effective by the SEC on July 28, 2021. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 36,325 | $ 71,674 |
Accounts receivable, less allowance for credit losses of $1,387 and $1,240, respectively | 51,390 | 47,341 |
Inventory | 185,040 | 133,928 |
Prepaids and other current assets | 18,962 | 5,037 |
Total Current Assets | 291,717 | 257,980 |
Property, plant, and equipment, net | 51,495 | 43,729 |
Goodwill | 411,383 | 359,099 |
Other intangibles assets, net | 438,461 | 404,522 |
Total Assets | 1,193,056 | 1,065,330 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 45,708 | 34,601 |
Accrued interest | 3,359 | 6,588 |
Accrued liabilities | 34,853 | 26,092 |
Acquisition contingent consideration payable | 0 | 9,200 |
Current portion of long-term debt | 7,875 | 5,528 |
Total current liabilities | 91,795 | 82,009 |
Long-term debt, net of current portion | 637,673 | 649,458 |
Long-term debt due to related party | 0 | 20,000 |
Warrant liability | 61,293 | |
Earn-out liability | 26,596 | |
Deferred taxes | 70,045 | 71,336 |
Other noncurrent liabilities | 1,167 | 2,146 |
Total Liabilities | 888,569 | 824,949 |
Commitments and contingencies (Refer to Note 17 - Commitments and Contingencies) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.0001 par value, 550,000,000 shares authorized, 115,807,337 and 67,673,884 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 12 | 7 |
Additional paid-in capital | 329,705 | 238,883 |
Accumulated other comprehensive loss | (256) | (674) |
Retained earnings (accumulated deficit) | (24,974) | 2,165 |
Total stockholders' equity | 304,487 | 240,381 |
Total liabilities and stockholders' equity | $ 1,193,056 | $ 1,065,330 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 1,387 | $ 1,240 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 5,000,000 | 5,000,000 |
Preference shares, issued | 0 | 0 |
Preference shares, outstanding | 0 | 0 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 550,000,000 | 550,000,000 |
Common stock, share issued | 115,807,337 | 67,673,884 |
Common Stock, Shares, Outstanding | 115,807,337 | 67,673,884 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net sales | $ 692,847 | $ 504,179 | $ 368,663 |
Cost of goods sold | 406,040 | 295,935 | 219,884 |
Gross profit | 286,807 | 208,244 | 148,779 |
Selling, general, and administrative | 116,793 | 70,875 | 62,371 |
Research and development costs | 28,280 | 23,483 | 20,630 |
Amortization of intangible assets | 13,999 | 11,082 | 10,456 |
Acquisition and restructuring costs | 23,668 | 9,743 | 4,942 |
Related party acquisition and management fee costs | 25,789 | 6,089 | 3,662 |
Other operating expense | 755 | 1,517 | 644 |
Total operating expense | 209,284 | 122,789 | 102,705 |
Operating income | 77,523 | 85,455 | 46,074 |
Change in fair value of warrant liability | 32,580 | ||
Change in fair value of earn-out liability | 8,875 | ||
Loss on early extinguishment of debt | (13,650) | ||
Interest expense | 39,128 | 43,772 | 50,386 |
Total non-operating expense | 94,233 | 43,772 | 50,386 |
(Loss) Income before income taxes | (16,710) | 41,683 | (4,312) |
Income tax expense (benefit) | 10,429 | 8,826 | (4,873) |
Net (loss) income | (27,139) | 32,857 | 561 |
Comprehensive (loss) income | |||
Foreign currency translation adjustment | 30 | 16 | |
Pension liability loss | 388 | (293) | (123) |
Total comprehensive (loss) income | $ (26,721) | $ 32,580 | $ 438 |
Weighted average shares of outstanding common stock, basic and diluted | 89,959,993 | 67,673,884 | 67,673,884 |
Basic net (loss) income per share | $ (0.30) | $ 0.49 | $ 0.01 |
Diluted net (loss) income per share | $ (0.30) | $ 0.49 | $ 0.01 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Retroactive application of recapitalization | Previously Reported [Member] | Common Stock | Common StockRetroactive application of recapitalization | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalRetroactive application of recapitalization | Additional Paid-in CapitalPreviously Reported [Member] | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossRetroactive application of recapitalization | Accumulated Other Comprehensive LossPreviously Reported [Member] | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Retroactive application of recapitalization | Retained Earnings (Accumulated Deficit)Previously Reported [Member] |
Balance at beginning at Dec. 31, 2018 | $ 204,806 | $ 204,806 | $ 7 | $ 7 | $ 236,326 | $ (7) | $ 236,333 | $ (274) | $ (274) | $ (31,253) | $ (31,253) | ||||
Balance at beginning (in Shares) at Dec. 31, 2018 | 67,673,884 | 67,673,784 | 100 | ||||||||||||
Net (loss) income | 561 | 561 | |||||||||||||
Equity compensation | 437 | 437 | |||||||||||||
Pension liability adjustment | (123) | (123) | |||||||||||||
Capital distributions, net | (267) | (267) | |||||||||||||
Balance, at ending at Dec. 31, 2019 | 205,414 | $ 7 | 236,496 | (397) | (30,692) | ||||||||||
Balance, at ending (in Shares) at Dec. 31, 2019 | 67,673,884 | ||||||||||||||
Net (loss) income | 32,857 | 32,857 | |||||||||||||
Equity compensation | 487 | 487 | |||||||||||||
Foreign currency translation | 16 | 16 | |||||||||||||
Pension liability adjustment | (293) | (293) | |||||||||||||
Capital contributions, net | 1,900 | 1,900 | |||||||||||||
Balance, at ending at Dec. 31, 2020 | 240,381 | $ 7 | 238,883 | (674) | 2,165 | ||||||||||
Balance, at ending (in Shares) at Dec. 31, 2020 | 67,673,884 | ||||||||||||||
Net (loss) income | (27,139) | (27,139) | |||||||||||||
Equity compensation | 4,963 | 4,963 | |||||||||||||
Foreign currency translation | 30 | 30 | |||||||||||||
Pension liability adjustment | 388 | 388 | |||||||||||||
Recapitalization transaction, net | 85,864 | $ 5 | 85,859 | ||||||||||||
Recapitalization transaction, net (in Shares) | 48,133,453 | ||||||||||||||
Balance, at ending at Dec. 31, 2021 | $ 304,487 | $ 12 | $ 329,705 | $ (256) | $ (24,974) | ||||||||||
Balance, at ending (in Shares) at Dec. 31, 2021 | 115,807,337 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net (loss) income | $ (27,139) | $ 32,857 | $ 561 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation | 11,527 | 7,886 | 8,827 |
Amortization of intangible assets | 13,999 | 11,082 | 10,456 |
Amortization of deferred loan costs | 3,182 | 3,092 | 3,097 |
Increase in warrant liability | 32,580 | ||
Increase in earn-out liability | 8,875 | ||
Equity compensation | 4,963 | 487 | 437 |
Change in deferred taxes | (66) | 6,750 | (11,489) |
Loss on early extinguishment of long-term debt | 13,650 | ||
Loss (gain) on disposal of property, plant and equipment | (82) | 943 | 833 |
Inventory reserves | 4,228 | 3,003 | 2,873 |
Allowance for credit losses | 147 | 1,597 | 103 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 464 | (11,349) | 2,110 |
Inventories | (45,073) | 22,006 | (7,058) |
Prepaids and other current assets | (13,408) | 1,884 | (378) |
Accounts payable | 8,727 | 8,399 | 181 |
Accrued interest | (3,229) | 737 | (2,489) |
Accrued and other liabilities | 8,238 | (961) | 1,354 |
Net cash from operating activities | 21,583 | 88,413 | 9,418 |
INVESTING ACTIVITIES. | |||
Capital expenditures | (15,233) | (9,433) | (7,421) |
Proceeds from the disposal of fixed assets | 364 | 698 | |
Trademark Acquisition | (50) | (1,121) | |
Cash paid for acquisitions, net | (119,220) | (156,833) | (5,937) |
Net cash used in investing activities | (134,089) | (165,618) | (14,479) |
FINANCING ACTIVITIES | |||
Net change under revolving credit agreement | 25,000 | (20,500) | 6,500 |
Proceeds from long-term debt | 630,000 | 170,000 | 0 |
Principal payments on long-term debt | (687,529) | (4,146) | (3,800) |
Proceeds from Business Combination and PIPE financing,net of issuance costs paid | 132,299 | ||
Deferred financing fees | (13,413) | (4,710) | |
Payment of acquisition contingent consideration | (9,200) | ||
Capital contributions | 150 | ||
Capital distributions, net | (100) | (417) | |
Net Cash Provided by (Used in) Financing Activities, Total | 77,157 | 140,544 | 2,433 |
Net change in cash and cash equivalents | (35,349) | 63,339 | (2,628) |
Cash and cash equivalents: | |||
Beginning of period | 71,674 | 8,335 | 10,963 |
End of period | 36,325 | 71,674 | 8,335 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 38,067 | 39,945 | 49,778 |
Cash paid for income taxes | 10,648 | 3,239 | $ 4,434 |
Non-Cash Investing and Financing Activities: | |||
Assumption of warrant liability | 28,713 | ||
Assumption of earn-out liability | $ 17,722 | ||
Units exchanged in Detroit Speed transaction | $ 2,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
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, 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 Risks and Uncertainties COVID-19 COVID-19 COVID-19 COVID-19 Basis of Presentation The accompanying 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 include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Summary of Significant Accounting Policies 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. 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. 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, 2021 and 2020, the Company had cash in foreign bank accounts of $5,765 and $4,607, 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 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. 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. In 2021, the Company performed a qualitative assessment and did not identify any indicators of impairment. No impairment charges have been incurred during 2021, 2020, or 2019. 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 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 seven years to twenty-five years for buildings and improvements and three 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, 2021 and 2020 unamortized debt issuance costs were $13,264 and $16,684, respectively, and are included as a reduction of debt. In connection with the Company’s refinancing of its existing credit facility in 2021, a loss on the early extinguishment of debt of $13,650 was recognized for the write-off 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 shipped 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 9 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 upon examination by taxing authorities. 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 recognizes interest on liabilities for uncertain tax positions in interest expense and would recognize penalties, if any, in operating expenses in its consolidated income statements. The Company has no amounts accrued for such interest or penalties as of December 31, 2021 and 2020. The Company files income tax returns in the U.S. federal jurisdiction and various foreign and state jurisdictions. As of December 31, 2021 and 2020, the Company did not have any unrecognized tax benefits. The statute of limitations remains open for U.S. federal income tax examinations for years ended December 31, 2018 through December 31, 2020. U.S. state jurisdictions have statues of limitations generally ranging from three 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 $6,299, $4,379, and $3,921 for the years ended December 31, 2021, 2020, and 2019, 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 start-up 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, 2021 and 2020 consists of minimum pension loss of $302 and $690, respectively, and foreign currency translation adjustments of $(46) and $(16), respectively. 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 $30 and $16 as of December 31, 2021 and 2020, respectively. 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 $44, $(284), and $(27) for the years ended December 31, 2021, 2020 and 2019, respectively. 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, non-operating paid-in re-measured Equity-Based Compensation The Company accounts for equity-based awards granted to employees and nonemployees under the fair value method prescribed by ASC Subtopic 718-10, The fair value of stock options is estimated using the Black Scholes option-pricing model. Restricted stock units are valued at the stock price on the grant date. The fair value of profit interest units (“PIUs”) granted by Holley Parent Holdings, LLC (the “Holley Stockholder” or “Parent”) is estimated based on the Company’s estimated equity value for each unit class at the time of granting using the Black-Scholes option-pricing model, discounted to reflect market considerations for illiquidity. 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 non-current net-cash Recent Accounting Pronouncements Accounting Standards Recently Adopted The FASB issued 2016-13, 2016-13 Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, right-of-use 2016-02 In August 2018, the FASB issued ASU 2018-14, 715-20). In December 2019, the FASB issued ASU 2019-12, In March 2020, the FASB issued ASU 2020-04, 2020-04 2020-04. 2020-04 In August 2020, the FASB issued ASU 2020-06, 470-20). 470-20. “if-converted” |
BUSINESS COMBINATION AND ACQUIS
BUSINESS COMBINATION AND ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Acquisitions | 2. BUSINESS COMBINATION AND ACQUISITIONS BUSINESS COMBINATION On July 16, 2021, Holley consummated the Business Combination pursuant to the terms of the Merger Agreement, whereby (i) Merger Sub I, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Holley Intermediate surviving such merger as a wholly owned subsidiary of Holley (“Merger I”) and (ii) Merger Sub II, a direct wholly owned subsidiary of Empower, merged with and into Holley Intermediate, with Merger Sub II surviving such merger as a wholly owned subsidiary of Holley (“Merger II”). Pursuant to the Merger Agreement, at the Closing, all outstanding shares of Holley Intermediate common stock as of immediately prior to the effective time of Merger I were cancelled and the Holley Stockholder, the sole stockholder of Holley Intermediate, 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 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 “Earn-Out Earn-Out re-measured non-operating The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination was primarily based on the Holley Stockholder 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 consolidated statements of cash flows for the year ended December 31, 2021: Recapitalization Cash - Empower’s trust and cash (net of redemptions of $99,353 and transaction costs of $44,314) $ 107,017 Cash - Forward Purchase Agreement 50,000 Cash - PIPE Financing 240,000 Net cash provided by Business Combination and PIPE Financing 397,017 Less: cash consideration paid to Holley Stockholder (264,718 ) Net contributions from Business Combination and PIPE Financing $ 132,299 ACQUISITIONS During the three years ended December 31, 2021, the Company completed 12 acquisitions. These acquisitions are expected to enhance the Company’s portfolio of products and services in the automotive aftermarket and automotive safety solutions market. The company accounts for acquisitions using the acquisition method, and accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date; however, material changes are not expected. Goodwill generated by the acquisitions is primarily attributable to the strong market position of the entities acquired. Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions were for 100 percent of the acquired business and are reported in the Consolidated Statements of Cash Flows, net of acquired cash and cash equivalents. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are typically expensed in the periods in which the costs are incurred and are recorded in acquisition and restructuring costs. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. In 2021, the Company acquired substantially all the assets of Finspeed, LLC (“Finspeed”), Classic Instruments LLC (“Classic Instruments”), ADS Precision Machining, Inc., doing business as Arizona Desert Shocks (“ADS”), Rocket Performance Machine, Inc., doing business as Rocket Racing Wheels (“Rocket”), and Speartech Fuel Injections Systems, Inc. (“Speartech”). These five acquisitions were individually immaterial business combinations that are material in the aggregate. Cash paid for the five immaterial acquisitions, net of cash acquired, was $19,685, and was funded with borrowings from the Company’s credit facility and cash on hand. The acquisitions resulted in both amortizable and non-amortizable 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 $ 122 Accounts receivable 618 Inventory 3,975 Property, plant and equipment 2,274 Other assets 23 Tradenames 2,608 Customer relationships 2,450 Goodwill 8,087 Accounts payable (343 ) Accrued liabilities (129 ) $ 19,685 The fair value of the acquired customer relationship intangible assets were estimated using the excess earnings approach. The customer relationship intangible assets are being amortized based on the attrition rate of customers which have an estimated weighted average life of 18 years. The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The remaining seven acquisitions completed during the three years ended December 31, 2021 are described below. Baer, Inc. On December 23, 2021, the Company acquired substantially all the assets and liabilities of Baer, Inc., doing business as Baer Brakes (“Baer”). Consideration for the assets acquired was cash payments of $22,170. The acquisition resulted in both amortizable and non-amortizable 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: Accounts receivable $ 627 Inventory 1,813 Property, plant and equipment 695 Other assets 76 Tradenames 4,630 Customer relationships 6,075 Goodwill 8,363 Accounts payable (81 ) Accrued liabilities (28 ) $ 22,170 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years. The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $800. The Company incurred transaction costs in the amount of $222, which are reflected in operating expenses for the year ended December 31, 2021. Brothers Mail Order Industries, Inc. On December 16, 2021, the Company acquired substantially all the assets and liabilities of Brothers Mail Order Industries, Inc., doing business as Brothers Trucks (“Brothers”). Consideration for the assets acquired was cash payments of $25,836. The acquisition resulted in non-amortizable 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: Accounts receivable $ 22 Inventory 1,682 Property, plant and equipment 20 Other assets 13 Tradenames 4,975 Goodwill 19,561 Accounts payable (34 ) Accrued liabilities (403 ) $ 25,836 The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $22. The Company incurred transaction costs in the amount of $191, which are reflected in operating expenses for the year ended December 31, 2021. Advance Engine Management Inc. On April 14, 2021, the Company acquired substantially all the assets and liabilities of Advance Engine Management Inc. doing business as AEM Performance Electronics (“AEM”). Consideration for the assets acquired was cash payments of $51,243. The acquisition resulted in both amortizable and non-amortizable The determination of the final purchase price allocation to specific assets acquired and liabilities assumed was adjusted to reflect the final fair value estimate of acquired assets and liabilities, as noted below. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 Measurement April 14, 2021 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 year ended December 31, 2021 include $16,593 of net sales and $2,664 of net income from AEM since the date of acquisition. The Company incurred transaction costs in the amount of $2,264, which are reflected in operating expenses for the year ended December 31, 2021. 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. Consideration for the assets acquired consisted of cash payments of $47,104 plus an estimated earn-out earn-out non-amortizable 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. 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 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 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 (893 ) 50,412 Accounts payable (2,483 ) — (2,483 ) Accrued liabilities (7,787 ) 361 (7,426 ) Deferred tax liability (12,993 ) 1,375 (11,618 ) 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. 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 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 $ 1,784 $ — $ 1,784 Accounts receivable 418 — 418 Inventory 3,478 (324 ) 3,154 Property, plant and equipment 3,040 — 3,040 Other assets 215 — 215 Tradenames 1,127 — 1,127 Customer relationships 560 — 560 Goodwill 2,636 159 2,795 Accounts payable (668 ) — (668 ) Accrued liabilities (1,019 ) 500 (519 ) Deferred tax liability (274 ) — (274 ) $ 11,297 $ 335 $ 11,632 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. Range Technologies Inc. On October 18, 2019, the Company acquired Range Technologies Inc. (“Range”). The Company acquired 100% of the issued and outstanding common stock of Range. The purchase price was cash consideration of $7,239. The acquisition resulted in both amortizable and non-amortizable 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 tax liability (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 following table provides the unaudited consolidated pro forma results for the periods presented as if Baer, Brothers, AEM, Drake, Simpson, and Detroit Speed had been acquired as of January 1, 2020. For the years ended December 31, December 31, Pro forma net sales $ 727,369 $ 631,560 Pro forma net income (loss) (8,464 ) 31,435 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: For the years ended December 31, December 31, 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. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. INVENTORY Inventories of the Company consisted of the following: December 31, 2021 2020 Raw materials $ 54,818 $ 44,474 Work-in-process 21,728 12,946 Finished goods 108,494 76,508 $ 185,040 $ 133,928 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment of the Company consisted of the following: December 31, 2021 2020 Land $ 1,330 $ 1,330 Buildings and improvements 10,623 8,594 Machinery and equipment 56,824 44,690 Construction in process 12,859 8,088 Total property, plant and equipment 81,636 62,702 Less: accumulated depreciation 30,141 18,973 Property, plant and equipment, net $ 51,495 $ 43,729 The Company’s long-lived assets by geographic locations are as follows: December 31, 2021 2020 United States $ 49,547 $ 42,264 International 1,948 1,465 Total property, plant and equipment, net $ 51,495 $ 43,729 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 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 periods indicated: Balance at December 31, 2019 $ 297,607 Drake acquisition 7,551 Simpson acquisition 51,305 Detroit Speed acquisition 2,636 Balance at December 31, 2020 359,099 AEM acquisition 17,426 Classic Instruments acquisition 4,912 Speartech acquisition 2,705 ADS acquisition 1,260 Baer acquisition 8,363 Brothers acquisition 19,561 Rocket acquisition 2,141 Measurement period adjustments* (4,084 ) Balance at December 31, 2021 $ 411,383 * 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: December 31, 2021 Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 268,438 $ (32,662 ) $ 235,776 Tradenames 13,775 (4,119 ) 9,656 Technology 26,675 (9,080 ) 17,595 Total finite-lived intangible assets $ 308,888 $ (45,861 ) $ 263,027 Indefinite-lived intangible assets: Tradenames $ 175,434 — $ 175,434 December 31, 2020 Gross 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 The following outlines the estimated future amortization expense related to intangible assets held as of December 31, 2021: 2022 $ 14,644 2023 14,481 2024 13,668 2025 13,638 2026 13,532 Thereafter 193,064 Total $ 263,027 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT Debt of the Company consisted of the following: December 31, 2021 2020 First lien term loan due November 17, 2028 $ 630,000 $ — Revolver 25,000 — First lien note — 541,969 Second lien note — 145,000 Other 3,812 4,701 Less unamortized debt issuance costs (13,264 ) (16,684 ) 645,548 674,986 Less current portion of long-term debt (7,875 ) (5,528 ) $ 637,673 $ 669,458 On November 18, 2021, the Company entered into a new credit facility with a syndicate of lenders and Wells Fargo Bank, N.A., as administrative agent for the lenders, letter of credit issuer and swing line lender (the “Credit Agreement”). The financing consists of a seven-year $600,000 first lien term loan, a five-year $125,000 revolving credit facility, and a $100,000 delayed draw term loan. As of December 31, 2021, the Company had drawn $30,000 under the delayed draw term loan. The delayed draw term loan is available for six months and is subject to the satisfaction of certain conditions precedent, including, but not limited to, the consent of the lenders providing the delayed draw term loan. In addition, the credit facility includes a letter of credit facility in the amount of $10,000, pursuant to which letters of credit may be issued as long as revolving loans may be advanced and subject to availability under the revolving credit facility. The Company had $1,200 in outstanding letters of credit at December 31, 2021. Proceeds from the new credit facility were used to repay in full the obligations outstanding under both the Company’s existing first lien and second lien notes and to pay $13,413 in original issue discount and issuance costs related to the refinancing. The proceeds of any delayed draw loans made after closing may be used by the Company to finance acquisitions. The first lien term loan is to be repaid in quarterly payments of $1,500 from December 31, 2021 to September 30, 2028 with the balance due upon maturity on November 17, 2028. Beginning with the fiscal year ending on December 31, 2022, at the end of each fiscal year, the Company is required to make a payment based on its available free cash flow (as defined in the Credit Agreement). Any such payments offset future mandatory quarterly payments. Amounts outstanding under the new credit facility will accrue interest at a rate equal to either LIBOR or base rate, at the Company’s election, plus a specified margin. In the case of revolving credit loans and letter of credit fees, the specified margin is based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement. Commitment fees payable under the revolving credit facility are based on the Company’s Total Leverage Ratio. At December 31, 2021, the weighted average interest rate on the Company’s borrowings under the credit facility was 4.5%. Obligations under the Credit Agreement are secured by substantially all of the Company’s assets. The Credit Agreement includes representations and warranties, and affirmative and negative covenants customary for financings of this type, including, but not limited to, limitations on restricted payments, additional borrowings, additional investments, and asset sales. It also requires that Holley maintain on the last day of each quarter, a Total Leverage Ratio not to exceed a maximum amount. At December 31, 2021, the Company was in compliance with all financial covenants. Some of the lenders and their affiliates have various relationships with the Company in the ordinary course of business involving the provision of financial services, including cash management, commercial banking, investment banking or other services. In 2021, as a result of prepayments of the Company’s existing first lien and second lien notes, losses of $13,650 were recognized on the early extinguishment of debt due to the write-off The first lien note totaled $600,000, comprised of two parts: a revolving component with maximum borrowings of $50,000, and a $550,000 term loan. The proceeds of the new first lien term loan were used to repay the $537,820 outstanding principal balance of the existing first lien note, which resulted in a loss of $11,638 from the write-off The second lien note totaled $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 write-off Future maturities of long-term debt and amortization of debt issuance costs as of December 31, 2021 are as follows: Debt Debt 2022 $ 8,774 $ 1,769 2023 7,207 1,817 2024 7,215 1,708 2025 7,391 1,912 2026 31,300 1,964 Thereafter 596,925 4,094 $ 658,812 $ 13,264 |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 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 non-redeemable 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 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 non-operating |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 39,500 $ — $ — $ 39,500 Warrant liability (Private) — — 21,793 21,793 Earn-out — — 26,596 26,596 Total fair value $ 39,500 $ — $ 48,389 $ 87,889 As of December 31, 2021, the Company’s derivative liabilities for its private and public warrants, the earn-out earn-out on-going earn-out earn-out non-operating 9,200 The fair value of private warrants was estimated as of December 31, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.99 Strike price $ 11.50 Remaining life 4.54 years Expected dividend $ — Risk-free interest rate 1.19 % Price threshold $ 18.00 The fair value of the earn-out Valuation date price $ 12.99 Expected term 6.54 years Expected volatility 40.59 % Risk-free interest rate 1.40 % Price hurdle 1 $ 13.00 Price hurdle 2 $ 15.00 As of December 31, 2021 and 2020, the Company had 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 year ended December 31, 2021 is as follows: For the year ended December 31, 2021 Private Acquisition Earn-Out Total Balance on December 31, 2020 $ — $ 9,200 $ — $ 9,200 Cash paid for contingent consideration — (26,573 ) — (26,573 ) Liabilities assumed in recapitalization 9,613 — 17,722 27,335 Losses included in earnings 12,180 17,373 8,874 38,427 Balance on December 31, 2021 $ 21,793 $ — $ 26,596 $ 48,389 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 9. REVENUE The principal activity from which the Company generates its revenue is the manufacturing and distribution of after-market automotive parts for its customers, comprised of resellers and end users. The Company recognizes revenue at a point in time, rather than over time, as the performance obligation is satisfied when customer obtains control of the product upon title transfer and not as the product is manufactured or developed. The amount of revenue recognized is based on the purchase order price and adjusted for revenue allocated to variable consideration (i.e., estimated rebates, co-op 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 17 for more information. The following table summarizes total revenue by product category: For the years ended December 31, 2021 December 31, 2020 December 31, 2019 Electronic systems $ 324,522 $ 266,742 $ 199,295 Mechanical systems 161,836 119,784 92,498 Exhaust 76,971 71,915 51,802 Accessories 63,427 38,543 25,068 Safety 66,091 7,195 — Total sales $ 692,847 $ 504,179 $ 368,663 The following table summarizes total revenue based on geographic location from which the product is shipped: For the years ended December 31, 2021 December 31, 2020 December 31, 2019 United States $ 674,491 $ 502,661 $ 368,663 Italy 18,356 1,518 — Total sales $ 692,847 $ 504,179 $ 368,663 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Income tax expense (benefit) of the Company consisted of: For the years ended December 31, December 31, December 31, Current income tax expense (benefit): Federal $ 7,422 $ (530 ) $ 4,420 State 323 1,174 302 Foreign 2,602 1,668 1,894 Total current income tax expense (benefit) 10,347 2,312 6,616 Deferred income tax expense (benefit): Federal 823 7,136 (9,663 ) State (552 ) (622 ) (1,826 ) Foreign (189 ) — — Total deferred income tax expense (benefit) 82 6,514 (11,489 ) Total income tax expense (benefit) $ 10,429 $ 8,826 $ (4,873 ) The Company’s income before income taxes was subject to taxes in the following jurisdictions: For the years ended December 31, December 31, December 31, United States $ (24,772 ) $ 37,548 $ (7,879 ) Foreign 8,062 4,135 3,567 Income (loss) before income taxes $ (16,710 ) $ 41,683 $ (4,312 ) Reported income tax expense (benefit) for the year ended December 31, 2021, 2020 and 2019 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: For the years ended December 31, December 31, December 31, Expected tax expense (benefit) at U.S. Federal statutory rates $ (3,510 ) $ 8,753 $ (906 ) State income tax expense (benefit) (180 ) 335 (1,005 ) Permanent tax differences 825 (53 ) 494 Global intangible low-taxed 375 220 — Foreign rate differential 719 389 369 Tax credit (1,620 ) (646 ) (750 ) Earn-outs 5,470 — — Change in fair value of warrants 6,842 — — Transaction costs 1,465 280 — Other differences, net 43 (452 ) (3,075 ) Total income tax expense (benefit) $ 10,429 $ 8,826 $ (4,873 ) 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: December 31, 2021 2020 Deferred tax assets: Reserves on assets $ 8,140 $ 6,435 Liabilities not yet deductible 3,040 3,786 Interest expense limitation 7,863 5,491 Other 1,764 2,570 Total gross deferred tax assets 20,807 18,282 Deferred tax liabilities: Tradename 32,713 31,962 Intangible assets 43,965 45,956 Goodwill 7,969 5,743 Inventory — 832 Property, plant and equipment 6,205 5,125 Total gross deferred tax liabilities 90,852 89,618 Net deferred tax liabilities $ 70,045 $ 71,336 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, 2021 and 2020 will be realized. As of December 31, 2021, the Company’s federal and state net operating loss carryforwards for income tax purposes were immaterial. A majority of the U.S. net operating loss carryforwards have no expiration date. The remaining state net operating loss carryforwards expire at various dates through 2035. The entire amount of federal net operating loss carryforward of $865 and a significant portion of state net operating loss carryforward of $566 relate to acquisitions, and, as a result, are limited in the amount that can be recognized in any one year. Uncertain Tax Positions Under the accounting rules for income taxes, the Company is not permitted to recognize the tax benefit attributable to a tax position unless such position is more likely than not to be sustained upon examination by taxing authorities, including resolution of any related appeals and litigation processes, based solely on the technical merits of the position. The Company did not have any uncertain tax positions for the year ended December 31, 2021. The Company recognizes interest on liabilities for uncertain tax positions in interest expense and would recognize penalties, if any, in operating expenses in its consolidated statements of comprehensive income (loss). In 2021 and 2020, the Company has not recognized any amount of interest and penalties for uncertain tax positions in its consolidated statements of comprehensive income (loss). The Company files federal, state, and non-U.S. non-U.S. The Company’s tax policy is to comply with the laws, regulations, and filing requirements of all jurisdictions in which it conducts business. Management regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible, that certain U.S. federal and non-U.S. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 11. EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share: For the years ended December 31, December 31, December 31, Numerator: Net (loss) income $ (27,139 ) $ 32,857 $ 561 Denominator: Basic and diluted weighted average common shares 89,959,993 67,673,884 67,673,884 (Loss) earnings per share: Basic $ (0.30 ) $ 0.49 $ 0.01 Diluted $ (0.30 ) $ 0.49 $ 0.01 The following outstanding shares of common stock equivalents were excluded from the calculation of diluted earnings per share due to the anti-dilutive effect such shares would have on net loss per common share. For the years ended December 31, December 31, 2020 December 31, 2019 Anti-dilutive securities excluded from calculation of Warrants 14,666,644 — — Stock options 1,386,974 — — Restricted stock units 656,485 — — Earn-out 2,187,500 — — Total anti-dilutive securities 18,897,603 — — |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | 12. BENEFIT PLANS 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 large-cap, On January 28, 2022, the Company approved the termination of our defined benefit pension plan, effective March 31, 2022. The distribution of the Plan assets pursuant to the termination will not be made until the plan termination satisfies all regulatory requirements, which is expected to be completed by the fourth quarter of 2022. Plan participants will receive their full accrued benefits from plan assets by electing either lump sum distributions or annuity contracts with a qualifying third-party annuity provider. The resulting settlement effect of the Plan termination will be determined based on prevailing market conditions, the lump sum offer participation rate of eligible participants, the actual lump sum distributions, and annuity purchase rates at the date of distribution. As a result, we are currently unable to reasonably estimate either the timing or the final amount of such settlement charges. Based on the valuation performed as of December 31, 2021, the Plan has an underfunded status of $862. The following table shows the changes in the benefit obligation and plan assets and the plan’s funded status. December 31, 2021 2020 Change in Projected Benefit Obligation: Benefit obligation, January 1 $ 6,551 $ 5,993 Service cost 143 159 Interest cost 152 190 Benefits paid (349 ) (339 ) Expenses paid (135 ) (142 ) Actuarial (gain) loss (258 ) 690 Benefit obligation, December 31 $ 6,104 $ 6,551 Change in Plan Assets: Fair value of plan assets, January 1 $ 4,756 $ 4,089 Actual return on plan assets 499 559 Employer contributions 471 589 Benefits paid from plan assets (349 ) (339 ) Expenses paid (135 ) (142 ) Fair value of plan net assets, December 31 $ 5,242 $ 4,756 Underfunded status at end of period $ (862 ) $ (1,795 ) Amounts recognized in the consolidated balance sheet: Current liabilities $ — $ — Non-current (862 ) (1,795 ) Net amount recorded $ (862 ) $ (1,795 ) The accumulated benefit obligation for the Plan was $6,104 and $6,551 at December 31, 2021 and 2020. The Company made contributions of $471, $589 and $285 in 2021, 2020 and 2019, respectively. There were no participant contributions in 2021, 2020 or 2019. Unrecognized actuarial losses are recognized as a component of accumulated other comprehensive income. The following table shows the balances reflected in accumulated other comprehensive income on a pre-tax December 31, 2021 2020 Amounts recognized in accumulated other comprehensive loss (pre-tax): Net actuarial loss $ 283 $ 822 The pre-tax For the years ended December 31, December 31, Actuarial (gain) loss arising during measurement period $ (513 ) $ 386 Amortization of actuarial loss (25 ) — Total recognized in other comprehensive (income) loss $ (538 ) $ 386 The following summarizes the components of net periodic benefit cost for the defined benefit pension plan: For the years ended December 31, December 31, December 31, Components of expense: Service cost $ 143 $ 159 $ 142 Interest cost 152 190 231 Expected return on plan assets (240 ) (255 ) (232 ) Amortization of net loss 25 — — Net periodic benefit cost $ 80 $ 94 $ 141 Weighted-average assumptions used to determine net cost: December 31, 2021 2020 Discount rate 2.38 % 3.25 % Expected return on plan assets 6.35 % 6.35 % The Company uses a measurement date of December 31 for its defined benefit pension plan. Weighted-average assumptions used to determine the benefit obligation: December 31, 2021 2020 Discount rate 2.78 % 2.38 % 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, 2021 and 2020, by asset category, are as follows: For the years ended December 31, December 31, Common stock $ 789 $ 1,562 Mutual funds 2,171 2,202 Corporate / government bonds 2,354 982 Cash and cash equivalents 20 10 Total $ 5,334 $ 4,756 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 fair value of Holley’s pension plan assets at December 31, 2021 and 2020, by asset category using the Fair Value measurement hierarchy is shown in the table below. See Note 1, “Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies,” for more details about fair value measurements. December 31, 2021 Fair Value Level 1 Level 2 Level 3 Common stock $ 789 $ 789 $ — $ — Mutual funds 2,171 2,171 — — Corporate / government bonds 2,354 — 2,354 — Cash and cash equivalents 20 — 20 — Total $ 5,334 $ 2,960 $ 2,374 $ — December 31, 2020 Fair Value Level 1 Level 2 Level 3 Common stock $ 1,562 $ 1,562 $ — $ — Mutual funds 2,202 2,022 — — Corporate / government bonds 982 — 982 — Cash and cash equivalents 10 — 10 — Total $ 4,756 $ 3,584 $ 992 $ — 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: 2022 $ 372 2023 374 2024 371 2025 371 2026 371 2027 - 2031 1,850 401(k) Plan The Company has 401(k) savings plan for salaried and non-salaried |
EQUITY-BASED COMPENSATION PLANS
EQUITY-BASED COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION PLANS | 13. EQUITY-BASED COMPENSATION PLANS In 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”), which provides for the grant of restricted stock awards, incentive and nonqualified stock options, and other share based awards to employees, directors and non-employees. 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 A summary of stock option activity during the year ended December 31, 2021 is presented below: Outstanding Weighted Weighted Aggregate December 31, 2020 — $ — Granted 1,394,008 10.50 Forfeited (7,034 ) 10.50 December 31, 2021 1,386,974 $ 10.50 2.54 $ 3.5 As of December 31, 2021, there was $4,582 of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a remaining weighted-average period of 2.5 years. 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 Restricted Stock Units Restricted stock units (“RSUs”) vest ratably over one A summary of RSU activity during the year ended December 31, 2021 is presented below: Unvested Restricted Stock Units Number of Weighted December 31, 2020 — $ — Granted 658,891 12.06 Forfeited (2,406 ) 12.06 December 31, 2021 656,485 $ 12.06 As of December 31, 2021, there was $6,875 of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a remaining weighted average period of 2.3 years. Profit Interest Units The Holley Stockholder has authorized an incentive pool of 41.4 million units of Parent that its management has the right to grant, which are designated as PIUs. Holley Stockholder grants certain employees of the Company PIU’s, 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 2021, the Holley Stockholder granted 6,546 PIUs that contained both time-based vesting criteria and performance-based 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 the PIUs granted in 2021 with performance-based vesting criteria was $1.25 and is being expensed over the requisite service period. During 2020 and 2019, the Holley Stockholder granted 4,507 and 2,967 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 and $0.24 for grants in 2020 and 2019, respectively. No expense has been recorded for the 2020 or 2019 grants, as meeting the necessary performance conditions for vesting is not considered probable. Compensation expense related to PIUs is recorded based on the grant date fair value over the requisite service period. The table below summarizes the PIU activity for the years ended December 31, 2021, 2020 and 2019: Profit Interest Units Outstanding Weighted 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 Granted 8,445 1.31 Forfeited (2,921 ) 0.30 December 31, 2021 41,094 $ 0.50 As of December 31, 2021, 2020 and 2019, the amount of unvested PIUs was 34,302, 32,383 and 30,323, respectively, with a weighted average grant date fair value of $0.48, $0.26 and $0.28 as of December 31, 2021, 2020 and 2019, respectively. For the years ended December 31, 2021, 2020 and 2019, 3,629, 1,679 and 1,508 PIUs were fully vested, respectively, with a total grant-date fair value of $3,069, $487 and $437 in 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $9,637 of total unrecognized compensation cost related to unvested time-based PIUs that is expected to be recognized over a remaining weighted-average period of 1.6 years. The fair value of PIUs is estimated on the grant date with the following assumptions: For the years ended December 31, December 31, December 31, Weighted-average expected term 2.0 3.4 4.1 Expected volatility 55.0 % 72.5 % 72.5 % Expected dividend $ — $ — $ — Risk-free interest rate 0.3 % 0.3 % 1.5 % 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. Determining the fair value of PIUs 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 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 expected term has been estimated based on the contractual terms, vesting schedules and expectations of future unit holder behavior. 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 for each option group. As the Parent is a private company and does not have a trading history for its equity units, the expected price volatility for the equity 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. Compensation Expense Equity-based compensation expense included the following components: For the years ended December 31, December 31, December 31, Stock options $ 824 $ — $ — Restricted stock units 1,070 — — Profit interest units 3,069 487 437 All equity-based compensation expense is recorded in selling, general and administrative costs in the consolidated statements of comprehensive income. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Leases, Operating [Abstract] | |
LEASE COMMITMENTS | 14. LEASE COMMITMENTS The Company is obligated under various operating leases for facilities, equipment and automobiles. Leased facilities serve functions including distribution, engineering, manufacturing, office space, research and development, and retail sales. Leases have a remaining term of one 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 |
MAJOR RESELLER CUSTOMERS
MAJOR RESELLER CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
MAJOR RESELLER CUSTOMERS | 15. 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: For the years ended December 31, December 31, December 31, Customer A 19.3 % 21.5 % 20.0 % Customer B 4.1 % 5.4 % 5.7 % Customer C 3.5 % 4.5 % 5.6 % The following reseller customers accounted for 10% or more of the Company’s account receivable balance in any of the periods presented: For the years ended December 31, December 31, Customer A 7.4 % 13.2 % |
ACQUISITION, RESTRUCTURING AND
ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition, Restructuring and Management Fee Cost | 16. ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS The following table summarizes total acquisition, restructuring and management fee costs: For the years ended December 31, December 31, December 31, Acquisitions (1) $ 5,074 $ 4,434 $ 1,404 Restructuring (2) 1,465 5,309 3,538 Management fees (3) 25,789 6,089 3,662 Earn out adjustment (4) 17,173 — — Total acquisition, restructuring $ 49,501 $ 15,832 $ 8,604 (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 2021 upon the Closing of the Business Combination. Director compensation of $ 90 (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. 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. For the thirteen weeks For the years ended December 31, December 31, December 31, December 31, Beginning balance $ 2,645 $ 3,496 $ 3,989 $ 3,454 Accrued for current year warranty claims 4,722 3,614 10,185 11,251 Settlement of warranty claims (3,373 ) (3,121 ) (10,180 ) (10,716 ) Ending balance $ 3,994 $ 3,989 $ 3,994 $ 3,989 |
DESCRIPTION OF THE BUSINESS, BA
DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION, AND SUMMARY ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Risks and Uncertainties | Risks and Uncertainties COVID-19 COVID-19 COVID-19 COVID-19 |
Basis of Presentation | Basis of Presentation The accompanying 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 include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 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. |
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, 2021 and 2020, the Company had cash in foreign bank accounts of $5,765 and $4,607, 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 |
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. |
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. In 2021, the Company performed a qualitative assessment and did not identify any indicators of impairment. No impairment charges have been incurred during 2021, 2020, or 2019. |
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 |
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 useful lives of the assets. Estimated useful lives for new property, plant and equipment additions are seven years to twenty-five years for buildings and improvements and three |
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, 2021 and 2020 unamortized debt issuance costs were $13,264 and $16,684, respectively, and are included as a reduction of debt. In connection with the Company’s refinancing of its existing credit facility in 2021, a loss on the early extinguishment of debt of $13,650 was recognized for the write-off |
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. |
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 shipped 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 9 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 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 upon examination by taxing authorities. 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 recognizes interest on liabilities for uncertain tax positions in interest expense and would recognize penalties, if any, in operating expenses in its consolidated income statements. The Company has no amounts accrued for such interest or penalties as of December 31, 2021 and 2020. The Company files income tax returns in the U.S. federal jurisdiction and various foreign and state jurisdictions. As of December 31, 2021 and 2020, the Company did not have any unrecognized tax benefits. The statute of limitations remains open for U.S. federal income tax examinations for years ended December 31, 2018 through December 31, 2020. U.S. state jurisdictions have statues of limitations generally ranging from three |
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 $6,299, $4,379, and $3,921 for the years ended December 31, 2021, 2020, and 2019, 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 start-up |
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, 2021 and 2020 consists of minimum pension loss of $302 and $690, respectively, and foreign currency translation adjustments of $(46) and $(16), respectively. |
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 $30 and $16 as of December 31, 2021 and 2020, respectively. 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 $44, $(284), and $(27) for the years ended December 31, 2021, 2020 and 2019, respectively. |
Warrants | 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, non-operating paid-in re-measured |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based awards granted to employees and nonemployees under the fair value method prescribed by ASC Subtopic 718-10, The fair value of stock options is estimated using the Black Scholes option-pricing model. Restricted stock units are valued at the stock price on the grant date. The fair value of profit interest units (“PIUs”) granted by Holley Parent Holdings, LLC (the “Holley Stockholder” or “Parent”) is estimated based on the Company’s estimated equity value for each unit class at the time of granting using the Black-Scholes option-pricing model, discounted to reflect market considerations for illiquidity. |
Earnings per 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. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The inputs used to measure fair value are prioritized based on a three-level hierarchy, which are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recent Accounting Standards | Recent Accounting Pronouncements Accounting Standards Recently Adopted The FASB issued 2016-13, 2016-13 Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, right-of-use 2016-02 In August 2018, the FASB issued ASU 2018-14, 715-20). In December 2019, the FASB issued ASU 2019-12, In March 2020, the FASB issued ASU 2020-04, 2020-04 2020-04. 2020-04 In August 2020, the FASB issued ASU 2020-06, 470-20). 470-20. “if-converted” |
BUSINESS COMBINATION AND ACQU_2
BUSINESS COMBINATION AND ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of reconciles elements of business combination to cash flows | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows for the year ended December 31, 2021: Recapitalization Cash - Empower’s trust and cash (net of redemptions of $99,353 and transaction costs of $44,314) $ 107,017 Cash - Forward Purchase Agreement 50,000 Cash - PIPE Financing 240,000 Net cash provided by Business Combination and PIPE Financing 397,017 Less: cash consideration paid to Holley Stockholder (264,718 ) Net contributions from Business Combination and PIPE Financing $ 132,299 |
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 $ 122 Accounts receivable 618 Inventory 3,975 Property, plant and equipment 2,274 Other assets 23 Tradenames 2,608 Customer relationships 2,450 Goodwill 8,087 Accounts payable (343 ) Accrued liabilities (129 ) $ 19,685 |
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: For the years ended December 31, December 31, Pro forma net sales $ 584,270 $ 461,418 Pro forma net income (loss) 37,304 (8,799 ) |
Baer, 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: Accounts receivable $ 627 Inventory 1,813 Property, plant and equipment 695 Other assets 76 Tradenames 4,630 Customer relationships 6,075 Goodwill 8,363 Accounts payable (81 ) Accrued liabilities (28 ) $ 22,170 |
Brothers Mail Order Industries, 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: Accounts receivable $ 22 Inventory 1,682 Property, plant and equipment 20 Other assets 13 Tradenames 4,975 Goodwill 19,561 Accounts payable (34 ) Accrued liabilities (403 ) $ 25,836 |
Advance Engine Management Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: April 14, 2021 Measurement April 14, 2021 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 |
Drake Automotive Group LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: Cash $ 205 Accounts receivable 3,947 Inventory 14,198 Property, plant and equipment 1,296 Other assets 189 Tradenames 7,715 Customer relationships 17,175 Goodwill 7,551 Accounts payable (2,524 ) Accrued liabilities (648 ) $ 49,104 |
Simpson Performance Products, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: November 16, 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 (893 ) 50,412 Accounts payable (2,483 ) — (2,483 ) Accrued liabilities (7,787 ) 361 (7,426 ) Deferred tax liability (12,993 ) 1,375 (11,618 ) Debt (4,615 ) — (4,615 ) $ 117,336 $ 73 $ 117,409 |
Detroit Speed, Inc. [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase price allocation of assets acquired and liabilities assumed | The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: November 16, Measurement November 16, Cash $ 1,784 $ — $ 1,784 Accounts receivable 418 — 418 Inventory 3,478 (324 ) 3,154 Property, plant and equipment 3,040 — 3,040 Other assets 215 — 215 Tradenames 1,127 — 1,127 Customer relationships 560 — 560 Goodwill 2,636 159 2,795 Accounts payable (668 ) — (668 ) Accrued liabilities (1,019 ) 500 (519 ) Deferred tax liability (274 ) — (274 ) $ 11,297 $ 335 $ 11,632 |
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 tax liability (1,580 ) $ 7,239 |
Baer, Brothers, AEM, Drake, Simpson and Detroit Speed [Member] | |
Business Acquisition [Line Items] | |
Summary of pro forma information | The following table provides the unaudited consolidated pro forma results for the periods presented as if Baer, Brothers, AEM, Drake, Simpson, and Detroit Speed had been acquired as of January 1, 2020. For the years ended December 31, December 31, Pro forma net sales $ 727,369 $ 631,560 Pro forma net income (loss) (8,464 ) 31,435 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories of the Company consisted of the following: December 31, 2021 2020 Raw materials $ 54,818 $ 44,474 Work-in-process 21,728 12,946 Finished goods 108,494 76,508 $ 185,040 $ 133,928 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Property, plant and equipment of the Company consisted of the following: December 31, 2021 2020 Land $ 1,330 $ 1,330 Buildings and improvements 10,623 8,594 Machinery and equipment 56,824 44,690 Construction in process 12,859 8,088 Total property, plant and equipment 81,636 62,702 Less: accumulated depreciation 30,141 18,973 Property, plant and equipment, net $ 51,495 $ 43,729 |
Schedule of long-lived assets by geographic locations | The Company’s long-lived assets by geographic locations are as follows: December 31, 2021 2020 United States $ 49,547 $ 42,264 International 1,948 1,465 Total property, plant and equipment, net $ 51,495 $ 43,729 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Goodwill | The following presents changes to goodwill for the periods indicated: Balance at December 31, 2019 $ 297,607 Drake acquisition 7,551 Simpson acquisition 51,305 Detroit Speed acquisition 2,636 Balance at December 31, 2020 359,099 AEM acquisition 17,426 Classic Instruments acquisition 4,912 Speartech acquisition 2,705 ADS acquisition 1,260 Baer acquisition 8,363 Brothers acquisition 19,561 Rocket acquisition 2,141 Measurement period adjustments* (4,084 ) Balance at December 31, 2021 $ 411,383 |
Summary Of Intangible Assets | Intangible assets consisted of the following: December 31, 2021 Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 268,438 $ (32,662 ) $ 235,776 Tradenames 13,775 (4,119 ) 9,656 Technology 26,675 (9,080 ) 17,595 Total finite-lived intangible assets $ 308,888 $ (45,861 ) $ 263,027 Indefinite-lived intangible assets: Tradenames $ 175,434 — $ 175,434 December 31, 2020 Gross 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following outlines the estimated future amortization expense related to intangible assets held as of December 31, 2021: 2022 $ 14,644 2023 14,481 2024 13,668 2025 13,638 2026 13,532 Thereafter 193,064 Total $ 263,027 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt of the Company consisted of the following: December 31, 2021 2020 First lien term loan due November 17, 2028 $ 630,000 $ — Revolver 25,000 — First lien note — 541,969 Second lien note — 145,000 Other 3,812 4,701 Less unamortized debt issuance costs (13,264 ) (16,684 ) 645,548 674,986 Less current portion of long-term debt (7,875 ) (5,528 ) $ 637,673 $ 669,458 |
Future maturities of long-term debt and amortization of debt issuance cost | Future maturities of long-term debt and amortization of debt issuance costs as of December 31, 2021 are as follows: Debt Debt 2022 $ 8,774 $ 1,769 2023 7,207 1,817 2024 7,215 1,708 2025 7,391 1,912 2026 31,300 1,964 Thereafter 596,925 4,094 $ 658,812 $ 13,264 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities included in: Warrant liability (Public) $ 39,500 $ — $ — $ 39,500 Warrant liability (Private) — — 21,793 21,793 Earn-out — — 26,596 26,596 Total fair value $ 39,500 $ — $ 48,389 $ 87,889 |
Summary of Assumptions for Estimated Fair Value Using Monte Carlo Simulation Model | The fair value of private warrants was estimated as of December 31, 2021 using the Monte Carlo simulation model with the following assumptions: Valuation date price $ 12.99 Strike price $ 11.50 Remaining life 4.54 years Expected dividend $ — Risk-free interest rate 1.19 % Price threshold $ 18.00 The fair value of the earn-out Valuation date price $ 12.99 Expected term 6.54 years Expected volatility 40.59 % Risk-free interest rate 1.40 % Price hurdle 1 $ 13.00 Price hurdle 2 $ 15.00 |
Reconciliation of changes | The reconciliation of changes in Level 3 during the year ended December 31, 2021 is as follows: For the year ended December 31, 2021 Private Acquisition Earn-Out Total Balance on December 31, 2020 $ — $ 9,200 $ — $ 9,200 Cash paid for contingent consideration — (26,573 ) — (26,573 ) Liabilities assumed in recapitalization 9,613 — 17,722 27,335 Losses included in earnings 12,180 17,373 8,874 38,427 Balance on December 31, 2021 $ 21,793 $ — $ 26,596 $ 48,389 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Product Category | The following table summarizes total revenue by product category: For the years ended December 31, 2021 December 31, 2020 December 31, 2019 Electronic systems $ 324,522 $ 266,742 $ 199,295 Mechanical systems 161,836 119,784 92,498 Exhaust 76,971 71,915 51,802 Accessories 63,427 38,543 25,068 Safety 66,091 7,195 — Total sales $ 692,847 $ 504,179 $ 368,663 |
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 years ended December 31, 2021 December 31, 2020 December 31, 2019 United States $ 674,491 $ 502,661 $ 368,663 Italy 18,356 1,518 — Total sales $ 692,847 $ 504,179 $ 368,663 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Expense (Benefit) | Income tax expense (benefit) of the Company consisted of: For the years ended December 31, December 31, December 31, Current income tax expense (benefit): Federal $ 7,422 $ (530 ) $ 4,420 State 323 1,174 302 Foreign 2,602 1,668 1,894 Total current income tax expense (benefit) 10,347 2,312 6,616 Deferred income tax expense (benefit): Federal 823 7,136 (9,663 ) State (552 ) (622 ) (1,826 ) Foreign (189 ) — — Total deferred income tax expense (benefit) 82 6,514 (11,489 ) Total income tax expense (benefit) $ 10,429 $ 8,826 $ (4,873 ) |
Schedule of Provision and Effective tax rates | Reported income tax expense (benefit) for the year ended December 31, 2021, 2020 and 2019 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: For the years ended December 31, December 31, December 31, Expected tax expense (benefit) at U.S. Federal statutory rates $ (3,510 ) $ 8,753 $ (906 ) State income tax expense (benefit) (180 ) 335 (1,005 ) Permanent tax differences 825 (53 ) 494 Global intangible low-taxed 375 220 — Foreign rate differential 719 389 369 Tax credit (1,620 ) (646 ) (750 ) Earn-outs 5,470 — — Change in fair value of warrants 6,842 — — Transaction costs 1,465 280 — Other differences, net 43 (452 ) (3,075 ) Total income tax expense (benefit) $ 10,429 $ 8,826 $ (4,873 ) |
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: For the years ended December 31, December 31, December 31, United States $ (24,772 ) $ 37,548 $ (7,879 ) Foreign 8,062 4,135 3,567 Income (loss) before income taxes $ (16,710 ) $ 41,683 $ (4,312 ) |
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: December 31, 2021 2020 Deferred tax assets: Reserves on assets $ 8,140 $ 6,435 Liabilities not yet deductible 3,040 3,786 Interest expense limitation 7,863 5,491 Other 1,764 2,570 Total gross deferred tax assets 20,807 18,282 Deferred tax liabilities: Tradename 32,713 31,962 Intangible assets 43,965 45,956 Goodwill 7,969 5,743 Inventory — 832 Property, plant and equipment 6,205 5,125 Total gross deferred tax liabilities 90,852 89,618 Net deferred tax liabilities $ 70,045 $ 71,336 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share: For the years ended December 31, December 31, December 31, Numerator: Net (loss) income $ (27,139 ) $ 32,857 $ 561 Denominator: Basic and diluted weighted average common shares 89,959,993 67,673,884 67,673,884 (Loss) earnings per share: Basic $ (0.30 ) $ 0.49 $ 0.01 Diluted $ (0.30 ) $ 0.49 $ 0.01 |
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 due to the anti-dilutive effect such shares would have on net loss per common share. For the years ended December 31, December 31, 2020 December 31, 2019 Anti-dilutive securities excluded from calculation of Warrants 14,666,644 — — Stock options 1,386,974 — — Restricted stock units 656,485 — — Earn-out 2,187,500 — — Total anti-dilutive securities 18,897,603 — — |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Summary of Changes in The Benefit Obligation and Plan Assets and The Plan Funded Status | The following table shows the changes in the benefit obligation and plan assets and the plan’s funded status. December 31, 2021 2020 Change in Projected Benefit Obligation: Benefit obligation, January 1 $ 6,551 $ 5,993 Service cost 143 159 Interest cost 152 190 Benefits paid (349 ) (339 ) Expenses paid (135 ) (142 ) Actuarial (gain) loss (258 ) 690 Benefit obligation, December 31 $ 6,104 $ 6,551 Change in Plan Assets: Fair value of plan assets, January 1 $ 4,756 $ 4,089 Actual return on plan assets 499 559 Employer contributions 471 589 Benefits paid from plan assets (349 ) (339 ) Expenses paid (135 ) (142 ) Fair value of plan net assets, December 31 $ 5,242 $ 4,756 Underfunded status at end of period $ (862 ) $ (1,795 ) Amounts recognized in the consolidated balance sheet: Current liabilities $ — $ — Non-current (862 ) (1,795 ) Net amount recorded $ (862 ) $ (1,795 ) |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table shows the balances reflected in accumulated other comprehensive income on a pre-tax December 31, 2021 2020 Amounts recognized in accumulated other comprehensive loss (pre-tax): Net actuarial loss $ 283 $ 822 |
Schedule of Pre Tax Amounts Recognized in Other Comprehensive Income | The pre-tax For the years ended December 31, December 31, Actuarial (gain) loss arising during measurement period $ (513 ) $ 386 Amortization of actuarial loss (25 ) — Total recognized in other comprehensive (income) loss $ (538 ) $ 386 |
Summary of 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 years ended December 31, December 31, December 31, Components of expense: Service cost $ 143 $ 159 $ 142 Interest cost 152 190 231 Expected return on plan assets (240 ) (255 ) (232 ) Amortization of net loss 25 — — Net periodic benefit cost $ 80 $ 94 $ 141 |
Summary of Defined Benefit Plan, Assumptions | Weighted-average assumptions used to determine net cost: December 31, 2021 2020 Discount rate 2.38 % 3.25 % Expected return on plan assets 6.35 % 6.35 % |
Schedule Of Weighted Average Assumptions for Benefit Obligation | Weighted-average assumptions used to determine the benefit obligation: December 31, 2021 2020 Discount rate 2.78 % 2.38 % |
Summary of Defined Benefit Plan, Plan Assets, Allocation | The fair value of the Plan assets at December 31, 2021 and 2020, by asset category, are as follows: For the years ended December 31, December 31, Common stock $ 789 $ 1,562 Mutual funds 2,171 2,202 Corporate / government bonds 2,354 982 Cash and cash equivalents 20 10 Total $ 5,334 $ 4,756 |
Schedule Of Fair Value Of Pension Plan Assets | The fair value of Holley’s pension plan assets at December 31, 2021 and 2020, by asset category using the Fair Value measurement hierarchy is shown in the table below. See Note 1, “Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies,” for more details about fair value measurements. December 31, 2021 Fair Value Level 1 Level 2 Level 3 Common stock $ 789 $ 789 $ — $ — Mutual funds 2,171 2,171 — — Corporate / government bonds 2,354 — 2,354 — Cash and cash equivalents 20 — 20 — Total $ 5,334 $ 2,960 $ 2,374 $ — December 31, 2020 Fair Value Level 1 Level 2 Level 3 Common stock $ 1,562 $ 1,562 $ — $ — Mutual funds 2,202 2,022 — — Corporate / government bonds 982 — 982 — Cash and cash equivalents 10 — 10 — Total $ 4,756 $ 3,584 $ 992 $ — |
Schedule of Benefit Payments | Benefit payments are anticipated to be as follows: 2022 $ 372 2023 374 2024 371 2025 371 2026 371 2027 - 2031 1,850 |
EQUITY-BASED COMPENSATION PLA_2
EQUITY-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Stock Option Activity | A summary of stock option activity during the year ended December 31, 2021 is presented below: Outstanding Weighted Weighted Aggregate December 31, 2020 — $ — Granted 1,394,008 10.50 Forfeited (7,034 ) 10.50 December 31, 2021 1,386,974 $ 10.50 2.54 $ 3.5 |
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 % |
Schedule of RSU Activity | A summary of RSU activity during the year ended December 31, 2021 is presented below: Unvested Restricted Stock Units Number of Weighted December 31, 2020 — $ — Granted 658,891 12.06 Forfeited (2,406 ) 12.06 December 31, 2021 656,485 $ 12.06 |
Schedule of Equity-Based Compensation Expense | Equity-based compensation expense included the following components: For the years ended December 31, December 31, December 31, Stock options $ 824 $ — $ — Restricted stock units 1,070 — — Profit interest units 3,069 487 437 |
PIU [Member] | |
Summary of Stock Option Activity | The table below summarizes the PIU activity for the years ended December 31, 2021, 2020 and 2019: Profit Interest Units Outstanding Weighted 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 Granted 8,445 1.31 Forfeited (2,921 ) 0.30 December 31, 2021 41,094 $ 0.50 |
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: For the years ended December 31, December 31, December 31, Weighted-average expected term 2.0 3.4 4.1 Expected volatility 55.0 % 72.5 % 72.5 % Expected dividend $ — $ — $ — Risk-free interest rate 0.3 % 0.3 % 1.5 % |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases | The aggregate future minimum fixed lease obligations under operating leases for the Company as of December 31, 2021, are as follows: 2022 $ 8,517 2023 6,320 2024 4,766 2025 2,995 2026 2,813 Thereafter 8,546 |
MAJOR RESELLER CUSTOMERS (Table
MAJOR RESELLER CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk | The following table summarizes resellers that individually account for more than 5% of the Company’s net sales in any of the periods presented: For the years ended December 31, December 31, December 31, Customer A 19.3 % 21.5 % 20.0 % Customer B 4.1 % 5.4 % 5.7 % Customer C 3.5 % 4.5 % 5.6 % The following reseller customers accounted for 10% or more of the Company’s account receivable balance in any of the periods presented: For the years ended December 31, December 31, Customer A 7.4 % 13.2 % |
ACQUISITION, RESTRUCTURING AN_2
ACQUISITION, RESTRUCTURING AND MANAGEMENT FEE COSTS (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, December 31, December 31, Acquisitions (1) $ 5,074 $ 4,434 $ 1,404 Restructuring (2) 1,465 5,309 3,538 Management fees (3) 25,789 6,089 3,662 Earn out adjustment (4) 17,173 — — Total acquisition, restructuring $ 49,501 $ 15,832 $ 8,604 (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 2021 upon the Closing of the Business Combination. Director compensation of $ 90 (4) A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrual For Product Warranties | The following table provides the changes in the Company’s accrual for product warranties, which is classified as a component of accrued liabilities in the consolidated balance sheets. For the thirteen weeks For the years ended December 31, December 31, December 31, December 31, Beginning balance $ 2,645 $ 3,496 $ 3,989 $ 3,454 Accrued for current year warranty claims 4,722 3,614 10,185 11,251 Settlement of warranty claims (3,373 ) (3,121 ) (10,180 ) (10,716 ) Ending balance $ 3,994 $ 3,989 $ 3,994 $ 3,989 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)ReportableSegment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Description of Organization and Business Operations (Details) [Line Items] | |||
FDIC Deposits Maturities | 90 days | ||
Federal Deposit Insurance Corporation institution deposits | $ 250 | ||
Cash in Foreign Bank Accounts | $ 5,765 | $ 4,607 | |
Number of Reportable Segments | ReportableSegment | 1 | ||
Impairment charges | $ 0 | 0 | $ 0 |
Unamortized debt issuance costs | 13,264 | 16,684 | |
Debt Issuance Costs | 13,264 | 16,684 | |
Loss on the early extinguishment of debt | 13,650 | ||
Amortization expense for debt issuance costs | 3,182 | 3,092 | 3,097 |
Interest expense penalties | 0 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Advertising production costs | 6,299 | 4,379 | 3,921 |
Research, Development, Pre Production and Start Up Costs | 28,280 | 23,483 | 20,630 |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (46) | (16) | |
Other Expense [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Other Nonoperating Income (Expense) | 44 | (284) | $ (27) |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 30 | 16 | |
Minimum pension loss [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 302 | $ 690 | |
Maximum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
U.S. State Jurisdictions Statues of Limitations | 8 years | ||
Maximum [Member] | Buildings and Improvements [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Estimated useful lives for new property, plant and equipment | 25 years | ||
Maximum [Member] | Machinery and equipment [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Estimated useful lives for new property, plant and equipment | 10 years | ||
Minimum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
U.S. State Jurisdictions Statues of Limitations | 3 years | ||
Minimum [Member] | Buildings and Improvements [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Estimated useful lives for new property, plant and equipment | 7 years | ||
Minimum [Member] | Machinery and equipment [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Estimated useful lives for new property, plant and equipment | 3 years | ||
Customer Relationship Intangible Assets [Member] | Maximum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 25 years | ||
Customer Relationship Intangible Assets [Member] | Minimum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 10 years | ||
Technology Intangible [Member] | Maximum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 14 years | ||
Technology Intangible [Member] | Minimum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 5 years | ||
Trade Names [Member] | Maximum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 20 years | ||
Trade Names [Member] | Minimum [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amortized Period | 15 years | ||
2021 Credit Facility [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Unamortized debt issuance costs | $ 13,413 | ||
Debt Issuance Costs | $ 13,413 |
Business Combination and Acqu_3
Business Combination and Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2021 | Dec. 16, 2021 | Jul. 16, 2021 | Apr. 14, 2021 | Dec. 18, 2020 | Nov. 16, 2020 | Nov. 11, 2020 | Oct. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 09, 2021 |
Business Acquisition [Line Items] | |||||||||||
Common stock, share issued | 115,807,337 | 67,673,884 | |||||||||
Warrant price per share | $ 11.50 | ||||||||||
Purchase of warrants (in Shares) | 1 | ||||||||||
Cash payment of business combination | $ 264,718 | ||||||||||
Units exchanged in Detroit Speed transaction | $ 2,000 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 13,145 | ||||||||||
IPO [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Warrants expiration term | 5 years | ||||||||||
Warrant price per share | $ 11.50 | ||||||||||
Warrants Expire Date | Jul. 16, 2026 | ||||||||||
Public Warrants [Member] | IPO [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase of warrants (in Shares) | 8,333,310 | ||||||||||
Private Placement Warrants [Member] | IPO [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase of warrants (in Shares) | 4,666,667 | ||||||||||
Merger Agreement | PIPE Investors | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Repayment Of Outstanding Principal | $ 100,000 | ||||||||||
A&R FPA | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 50,000 | ||||||||||
Warrant price per share | $ 11.50 | ||||||||||
A&R FPA | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, 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 | ||||||||||
Finspeed LLC, Classic Instruments LLC, ADS Precision Machining Inc, Rocket Performance Machine Inc and Speartech Fuel Injections Systems Inc [Members] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment of business combination | $ 19,685 | ||||||||||
Finspeed LLC, Classic Instruments LLC, ADS Precision Machining Inc, Rocket Performance Machine Inc and Speartech Fuel Injections Systems Inc [Members] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 18 years | ||||||||||
Baer, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Dec. 23, 2021 | ||||||||||
Cash payment of business combination | $ 22,170 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 19,068 | ||||||||||
Business combination transaction costs expensed | $ 222 | ||||||||||
Accounts Receivable Acquired | $ 800 | ||||||||||
Baer, Inc. [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 20 years | ||||||||||
Brothers Mail Order Industries, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Dec. 16, 2021 | ||||||||||
Cash payment of business combination | $ 25,836 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 24,536 | ||||||||||
Business combination transaction costs expensed | 191 | ||||||||||
Accounts Receivable Acquired | $ 22 | ||||||||||
Range Technologies Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Oct. 18, 2019 | ||||||||||
Cash payment of business combination | $ 7,239 | ||||||||||
Business combination ownership acquired | 100.00% | ||||||||||
Business acquisition intangible assets including goodwill acquired | $ 8,277 | ||||||||||
Accounts Receivable Acquired | $ 94 | ||||||||||
Range Technologies Inc. [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 14 years | ||||||||||
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 | ||||||||||
Cash payment of business combination | $ 47,104 | ||||||||||
Business combination ownership acquired | 100.00% | ||||||||||
Business combination earn out payment | $ 2,000 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 32,441 | ||||||||||
Accounts Receivable Acquired | $ 4,155 | ||||||||||
Drake Automotive Group LLC [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 20 years | ||||||||||
Simpson Performance Products, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Nov. 16, 2020 | ||||||||||
Business combination purchase price | $ 117,409 | ||||||||||
Cash payment of business combination | $ 110,209 | ||||||||||
Business combination ownership acquired | 100.00% | ||||||||||
Business combination earn out payment | $ 7,200 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 107,618 | ||||||||||
Business combination additional potential consideration payment | 25,000 | ||||||||||
Fair value of additional payment | 7,200 | 24,373 | |||||||||
Business combination contingent consideration adjustment | 17,173 | ||||||||||
Accounts Receivable Acquired | $ 3,894 | ||||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 20 years | ||||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 10 years | ||||||||||
Detroit Speed, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Dec. 18, 2020 | ||||||||||
Business combination purchase price | $ 11,297 | ||||||||||
Cash payment of business combination | 9,297 | ||||||||||
Units exchanged in Detroit Speed transaction | 2,000 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 4,323 | ||||||||||
Accounts Receivable Acquired | $ 418 | ||||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 10 years | ||||||||||
Advance Engine Management Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisitions | Apr. 14, 2021 | ||||||||||
Cash payment of business combination | $ 51,243 | ||||||||||
Business acquisition intangible assets including goodwill acquired | 44,486 | ||||||||||
Net sales | 16,593 | ||||||||||
Net income | 2,664 | ||||||||||
Business combination transaction costs expensed | $ 2,264 | ||||||||||
Accounts Receivable Acquired | $ 3,454 | ||||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 20 years | ||||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets useful life | 13 years | ||||||||||
Holley Parent Holdings LLC | Merger Agreement | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, share issued | 67,673,884 | ||||||||||
Sale of stock issue price per share | $ 10 | ||||||||||
Cash payment of business combination | $ 264,718 |
Business Combination and Acqu_4
Business Combination and Acquisitions - Summary of reconciles elements of business combination to cash flows (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Cash - Empowers trust and cash (net of redemptions of $99,353 and transaction costs of $44,314) | $ 107,017 |
Cash - Forward Purchase Agreement | 50,000 |
Cash - PIPE Financing | 240,000 |
Net cash provided by Business Combination and PIPE Financing | 397,017 |
Less: cash consideration paid to Holley Stockholder | (264,718) |
Net contributions from Business Combination and PIPE Financing | $ 132,299 |
Business Combination and Acqu_5
Business Combination and Acquisitions - Summary of reconciles elements of business combination to cash flows (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Empowers trust and cash redemptions | $ 99,353 |
Transaction costs | $ 44,314 |
Business Combination and Acqu_6
Business Combination and Acquisitions - Summary of Purchase price allocation of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 16, 2021 | Apr. 14, 2021 | Dec. 31, 2020 | Nov. 16, 2020 | Nov. 11, 2020 | Dec. 31, 2019 | Oct. 18, 2019 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 411,383 | $ 359,099 | $ 297,607 | ||||||
Finspeed LLC, Classic Instruments LLC, ADS Precision Machining Inc, Rocket Performance Machine Inc and Speartech Fuel Injections Systems Inc [Members] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 122 | ||||||||
Accounts receivable | 618 | ||||||||
Inventory | 3,975 | ||||||||
Property, plant and equipment | 2,274 | ||||||||
Other assets | 23 | ||||||||
Goodwill | 8,087 | ||||||||
Accounts payable | (343) | ||||||||
Accrued liabilities | (129) | ||||||||
Net assets acquired and liabilities assumed | 19,685 | ||||||||
Finspeed LLC, Classic Instruments LLC, ADS Precision Machining Inc, Rocket Performance Machine Inc and Speartech Fuel Injections Systems Inc [Members] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 2,450 | ||||||||
Finspeed LLC, Classic Instruments LLC, ADS Precision Machining Inc, Rocket Performance Machine Inc and Speartech Fuel Injections Systems Inc [Members] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 2,608 | ||||||||
Baer, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | $ 627 | ||||||||
Inventory | 1,813 | ||||||||
Property, plant and equipment | 695 | ||||||||
Other assets | 76 | ||||||||
Goodwill | 8,363 | ||||||||
Accounts payable | (81) | ||||||||
Accrued liabilities | (28) | ||||||||
Net assets acquired and liabilities assumed | 22,170 | ||||||||
Baer, Inc. [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 6,075 | ||||||||
Baer, Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 4,630 | ||||||||
Brothers Mail Order Industries, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | $ 22 | ||||||||
Inventory | 1,682 | ||||||||
Property, plant and equipment | 20 | ||||||||
Other assets | 13 | ||||||||
Goodwill | 19,561 | ||||||||
Accounts payable | (34) | ||||||||
Accrued liabilities | (403) | ||||||||
Net assets acquired and liabilities assumed | 25,836 | ||||||||
Brothers Mail Order Industries, Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 4,975 | ||||||||
Drake Automotive Group LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 205 | ||||||||
Accounts receivable | 3,947 | ||||||||
Inventory | 14,198 | ||||||||
Property, plant and equipment | 1,296 | ||||||||
Other assets | 189 | ||||||||
Goodwill | 7,551 | ||||||||
Accounts payable | (2,524) | ||||||||
Accrued liabilities | (648) | ||||||||
Net assets acquired and liabilities assumed | 49,104 | ||||||||
Drake Automotive Group LLC [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 17,175 | ||||||||
Drake Automotive Group LLC [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 7,715 | ||||||||
Simpson Performance Products, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 7,715 | ||||||||
Accounts receivable | 3,894 | ||||||||
Inventory | 18,495 | ||||||||
Property, plant and equipment | 5,952 | ||||||||
Other assets | 1,613 | ||||||||
Goodwill | 50,412 | ||||||||
Accounts payable | (2,483) | ||||||||
Accrued liabilities | (7,426) | ||||||||
Deferred tax liabilities | (11,618) | ||||||||
Debt | (4,615) | ||||||||
Net assets acquired and liabilities assumed | 117,409 | ||||||||
Simpson Performance Products, Inc. [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 7,715 | ||||||||
Accounts receivable | 3,894 | ||||||||
Inventory | 19,265 | ||||||||
Property, plant and equipment | 5,952 | ||||||||
Other assets | 1,613 | ||||||||
Goodwill | 51,305 | ||||||||
Accounts payable | (2,483) | ||||||||
Accrued liabilities | (7,787) | ||||||||
Deferred tax liabilities | (12,993) | ||||||||
Debt | (4,615) | ||||||||
Net assets acquired and liabilities assumed | 117,336 | ||||||||
Simpson Performance Products, Inc. [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 0 | ||||||||
Accounts receivable | 0 | ||||||||
Inventory | (770) | ||||||||
Property, plant and equipment | 0 | ||||||||
Other assets | 0 | ||||||||
Goodwill | (893) | ||||||||
Accounts payable | 0 | ||||||||
Accrued liabilities | 361 | ||||||||
Deferred tax liabilities | 1,375 | ||||||||
Debt | 0 | ||||||||
Net assets acquired and liabilities assumed | 73 | ||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 28,770 | ||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 28,770 | ||||||||
Simpson Performance Products, Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 0 | ||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 23,980 | ||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 23,980 | ||||||||
Simpson Performance Products, Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 0 | ||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 2,720 | ||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 2,720 | ||||||||
Simpson Performance Products, Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 0 | ||||||||
Detroit Speed, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 1,784 | ||||||||
Accounts receivable | 418 | ||||||||
Inventory | 3,154 | ||||||||
Property, plant and equipment | 3,040 | ||||||||
Other assets | 215 | ||||||||
Goodwill | 2,795 | ||||||||
Accounts payable | (668) | ||||||||
Accrued liabilities | (519) | ||||||||
Deferred tax liabilities | (274) | ||||||||
Net assets acquired and liabilities assumed | 11,632 | ||||||||
Detroit Speed, Inc. [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 1,784 | ||||||||
Accounts receivable | 418 | ||||||||
Inventory | 3,478 | ||||||||
Property, plant and equipment | 3,040 | ||||||||
Other assets | 215 | ||||||||
Goodwill | 2,636 | ||||||||
Accounts payable | (668) | ||||||||
Accrued liabilities | (1,019) | ||||||||
Deferred tax liabilities | (274) | ||||||||
Net assets acquired and liabilities assumed | 11,297 | ||||||||
Detroit Speed, Inc. [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | |||||||||
Accounts receivable | |||||||||
Inventory | (324) | ||||||||
Property, plant and equipment | |||||||||
Other assets | |||||||||
Goodwill | 159 | ||||||||
Accounts payable | |||||||||
Accrued liabilities | 500 | ||||||||
Deferred tax liabilities | |||||||||
Net assets acquired and liabilities assumed | 335 | ||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 560 | ||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 560 | ||||||||
Detroit Speed, Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
Detroit Speed, Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 1,127 | ||||||||
Detroit Speed, Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 1,127 | ||||||||
Detroit Speed, Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
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 | |||||||||
Property, plant and equipment | |||||||||
Other assets | (91) | ||||||||
Goodwill | (420) | ||||||||
Accounts payable | 110 | ||||||||
Accrued liabilities | 139 | ||||||||
Net assets acquired and liabilities assumed | (323) | ||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 14,640 | ||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 14,640 | ||||||||
Advance Engine Management Inc. [Member] | Customer Relationships [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 10,760 | ||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 10,760 | ||||||||
Advance Engine Management Inc. [Member] | Trade Names [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 1,970 | ||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 1,970 | ||||||||
Advance Engine Management Inc. [Member] | Patents [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 110 | ||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Previously Reported [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 110 | ||||||||
Advance Engine Management Inc. [Member] | Technology Intangible [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | |||||||||
Range Technologies Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 218 | ||||||||
Accounts receivable | 94 | ||||||||
Inventory | 231 | ||||||||
Property, plant and equipment | 7 | ||||||||
Other assets | 60 | ||||||||
Goodwill | 2,072 | ||||||||
Accounts payable | (64) | ||||||||
Accrued liabilities | (4) | ||||||||
Deferred tax liabilities | (1,580) | ||||||||
Net assets acquired and liabilities assumed | 7,239 | ||||||||
Range Technologies Inc. [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 510 | ||||||||
Range Technologies Inc. [Member] | Technology Intangible [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 5,695 |
Business Combination and Acqu_7
Business Combination and Acquisitions - Summary of pro forma information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Pro forma net sales | $ 584,270 | $ 461,418 | |
Pro forma net income (loss) | 37,304 | $ (8,799) | |
Baer, Brothers, AEM, Drake, Simpson and Detroit Speed [Member] | |||
Business Acquisition [Line Items] | |||
Pro forma net sales | $ 727,369 | 631,560 | |
Pro forma net income (loss) | $ (8,464) | $ 31,435 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 54,818 | $ 44,474 |
Work-in-process | 21,728 | 12,946 |
Finished goods | 108,494 | 76,508 |
Inventory, Net, Total | $ 185,040 | $ 133,928 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of property, plant, and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 81,636 | $ 62,702 |
Less: accumulated depreciation | 30,141 | 18,973 |
Property, Plant and Equipment, Net, Total | 51,495 | 43,729 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,330 | 1,330 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 10,623 | 8,594 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 56,824 | 44,690 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 12,859 | $ 8,088 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Schedule of long-lived assets by geographic locations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 51,495 | $ 43,729 |
United States [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | 49,547 | 42,264 |
International [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 1,948 | $ 1,465 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets - Schedule of Change in the Carrying Amount of Goodwill (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Beginning Balance | $ 359,099 | $ 297,607 | |
Measurement period adjustments | [1] | (4,084) | |
Goodwill, Ending Balance | 411,383 | 359,099 | |
Drake Automotive Group LLC [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 7,551 | ||
Simpson Performance Product Inc [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 51,305 | ||
Detroit Speed, Inc. [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | $ 2,636 | ||
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 | ||
Speartech Acquisition [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 2,705 | ||
Ads Acquisition [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 1,260 | ||
Baer Acquisition [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 8,363 | ||
Brothers Acquisition [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | 19,561 | ||
Rocket Acquisition [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, Acquired During Period | $ 2,141 | ||
[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 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | $ 308,888 | $ 283,644 |
Finite-Lived intangible assets, Accumulated Amortization | (45,861) | (31,862) |
Finite-Lived intangible assets, Net Carrying Value | 263,027 | 251,782 |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 268,438 | 245,274 |
Finite-Lived intangible assets, Accumulated Amortization | (32,662) | (21,819) |
Finite-Lived intangible assets, Net Carrying Value | 235,776 | 223,455 |
Trade Names [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 13,775 | 13,775 |
Finite-Lived intangible assets, Accumulated Amortization | (4,119) | (3,369) |
Finite-Lived intangible assets, Net Carrying Value | 9,656 | 10,406 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets, Gross Carrying Amount | 175,434 | 152,740 |
Indefinite-lived intangible assets, Net Carrying Value | 175,434 | 152,740 |
Technology [Member] | ||
Finite-lived intangible assets: | ||
Finite-Lived intangible assets, Gross Carrying Amount | 26,675 | 24,595 |
Finite-Lived intangible assets, Accumulated Amortization | (9,080) | (6,674) |
Finite-Lived intangible assets, Net Carrying Value | $ 17,595 | $ 17,921 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 14,644 | |
2023 | 14,481 | |
2024 | 13,668 | |
2025 | 13,638 | |
2026 | 13,532 | |
Thereafter | 193,064 | |
Finite-Lived intangible assets, Net Carrying Value | $ 263,027 | $ 251,782 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 645,548 | $ 674,986 |
Other | 3,812 | 4,701 |
Less unamortized debt issuance costs | (13,264) | (16,684) |
Less current portion of long-term debt | (7,875) | (5,528) |
Long Term Debt Including Related Parties Noncurrent | 637,673 | 669,458 |
First Lien Term Loan due November 17, 2028 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 630,000 | |
Revolver [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 25,000 | |
First Lien Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | 541,969 | |
Second Lien Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt, Gross | $ 145,000 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | Nov. 18, 2021USD ($) | Jul. 16, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | $ 645,548 | $ 674,986 | ||
Loss on early extinguishment of debt | $ (13,650) | |||
Weighted average interest rate on credit facility | 4.5 | |||
Letter of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowings | $ 10,000 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowings | $ 125,000 | |||
Total outstanding letters of credit | 1,200 | |||
Debt Instrument, Term | 5 years | |||
Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | $ 100,000 | |||
Debt Instrument, Term | 6 months | |||
Debt Instrument, Withdrawn Amount | 30,000 | |||
First Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 600,000 | |||
Long-term Debt, Gross | 541,969 | |||
Total outstanding letters of credit | 1,200 | |||
First Lien Note [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 550,000 | |||
Repayment of outstanding principal | $ 537,820 | |||
Loss on early extinguishment of debt | 11,638 | |||
Second Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 145,000 | |||
Long-term Debt, Gross | 145,000 | |||
Repayment of outstanding principal | 45,000 | $ 100,000 | ||
Loss on early extinguishment of debt | 587 | $ 1,425 | ||
Second Lien Note [Member] | Sentinel Capital Partners Junior Fund I [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Amount outstanding, related party | $ 20,000 | |||
First Lien Term Loan due November 17, 2028 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt, Gross | 630,000 | |||
First Lien Term Loan due November 17, 2028 [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument Face Amount | 600,000 | |||
Principal payment | $ 1,500 | |||
Debt Instrument, Maturity Date | Nov. 17, 2028 | |||
First Lien And Second Lien Notes [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loss on early extinguishment of debt | $ 13,650 | |||
Debt Issuance Costs, Gross | $ 13,413 | |||
First Lien And Second Lien Notes [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Term | 7 years | |||
LIBOR [Member] | First Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.20% | |||
LIBOR [Member] | First Lien Note [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowings | $ 50,000 | |||
LIBOR [Member] | Second Lien Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.70% | |||
Prime Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 8,774 | |
2023 | 7,207 | |
2024 | 7,215 | |
2025 | 7,391 | |
2026 | 31,300 | |
Thereafter | 596,925 | |
Long-term Debt, Total | 658,812 | |
Debt Issuance Costs, Net [Abstract] | ||
2022 | 1,769 | |
2023 | 1,817 | |
2024 | 1,708 | |
2025 | 1,912 | |
2026 | 1,964 | |
Thereafter | 4,094 | |
Debt Issuance Costs | $ 13,264 | $ 16,684 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Oct. 09, 2021 | |
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 | $ 32,580 | |
Warrant Liability | $ 61,293 | |
Public Warrants [Member] | Share Price $18.00 [Member] | ||
Warrant price per share | $ 0.01 | |
Common stock, share price | $ 18 | |
Warrants for redemption, description | The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice if the closing price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants throughout the 30-day redemption period. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, the Warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any such exercise requires the Warrant holder to pay the exercise price for each Warrant being exercised. | |
Public Warrants [Member] | Share Price $10.00 [Member] | ||
Warrant price per share | $ 0.10 | |
Common stock, share price | $ 10 | |
Warrants for redemption, description | the Company may redeem the Public Warrants at a price of $0.10 per warrant upon 30 days’ notice if the closing price of the Company’s common stock equals or exceeds $10.00 per share, subject to adjustments, on the trading day prior to the date on which notice of redemption is given. Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis and receive that number of shares of the Company’s common stock as determined by reference to a table in the warrant agreement. | |
Liability [Member] | ||
Change in fair value of warrant liability | $ 32,580 | |
Warrant Liability | $ 61,293 | |
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 ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | $ 87,889 | |
Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 26,596 | |
Warrant Liability – Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 39,500 | |
Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 21,793 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 39,500 | |
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 | 39,500 | |
Level 1 [Member] | Warrant Liability Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 0 | |
Level 2 [Member] | ||
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 | 48,389 | $ 9,200 |
Level 3 [Member] | Earn-Out Liability | ||
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | ||
Total fair value | 26,596 | $ 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 | $ 21,793 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Key Inputs using Monte Carlo Simulation Model (Details) - Monte Carlo Simulation Model [Member] | Dec. 31, 2021USD ($)yr |
Earn Out Liability [Member] | Valuation date price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 12.99 |
Earn Out Liability [Member] | Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | yr | 6.54 |
Earn Out Liability [Member] | Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 40.59 |
Earn Out Liability [Member] | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 1.40 |
Earn Out Liability [Member] | Price Hurdle 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 13 |
Earn Out Liability [Member] | Price Hurdle 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 15 |
Private Warrants [Member | Valuation date price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 12.99 |
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 | 4.54 |
Private Warrants [Member | Expected dividend | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 0 |
Private Warrants [Member | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Alternative Investment, Measurement Input | 1.19 |
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 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Ending Balance | $ 87,889 |
Earn Out Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Ending Balance | 26,596 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Beginning balance | 9,200 |
Cash paid for contingent consideration | (26,573) |
Liabilities Assumed | 27,335 |
Losses included in earnings | 38,427 |
Ending Balance | 48,389 |
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 | (26,573) |
Liabilities Assumed | 0 |
Losses included in earnings | 17,373 |
Ending Balance | 0 |
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 | 12,180 |
Ending Balance | 21,793 |
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 | 8,874 |
Ending Balance | $ 26,596 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Level 3 [Member] | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |
Contingent Consideration Payable | $ 9,200 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Product and Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total sales | $ 692,847 | $ 504,179 | $ 368,663 |
Electronic Systems [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | 324,522 | 266,742 | 199,295 |
Mechanical System [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | 161,836 | 119,784 | 92,498 |
Exhaust [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | 76,971 | 71,915 | 51,802 |
Accessories [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | 63,427 | 38,543 | $ 25,068 |
Safety [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | $ 66,091 | $ 7,195 |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total sales | $ 692,847 | $ 504,179 | $ 368,663 |
United States [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | 674,491 | 502,661 | $ 368,663 |
Italy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sales | $ 18,356 | $ 1,518 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense (benefit) | |||
Federal | $ 7,422 | $ (530) | $ 4,420 |
State | 323 | 1,174 | 302 |
Foreign | 2,602 | 1,668 | 1,894 |
Total | 10,347 | 2,312 | 6,616 |
Deferred income tax expense (benefit) | |||
Federal | 823 | 7,136 | (9,663) |
State | (552) | (622) | (1,826) |
Foreign | (189) | ||
Total | 82 | 6,514 | (11,489) |
Total income tax expense (benefit) | $ 10,429 | $ 8,826 | $ (4,873) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (24,772) | $ 37,548 | $ (7,879) |
Foreign | 8,062 | 4,135 | 3,567 |
Total | $ (16,710) | $ 41,683 | $ (4,312) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision and Effective Tax Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected tax expense (benefit) at U.S. Federal statutory rates | $ (3,510) | $ 8,753 | $ (906) |
State income tax expense (benefit) | (180) | 335 | (1,005) |
Permanent tax differences | 825 | (53) | 494 |
Global intangible low-taxed income | 375 | 220 | |
Foreign rate differential | 719 | 389 | 369 |
Tax credit | (1,620) | (646) | (750) |
Earn- outs | 5,470 | ||
Change in fair value of warrants | 6,842 | ||
Transaction costs | 1,465 | 280 | |
Other differences, net | 43 | (452) | (3,075) |
Total income tax expense (benefit) | $ 10,429 | $ 8,826 | $ (4,873) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Reserves on assets | $ 8,140 | $ 6,435 |
Liabilities not yet deductible | 3,040 | 3,786 |
Interest expense limitation | 7,863 | 5,491 |
Other | 1,764 | 2,570 |
Total gross deferred tax assets | 20,807 | 18,282 |
Deferred tax liabilities: | ||
Tradename | 32,713 | 31,962 |
Intangible assets | 43,965 | 45,956 |
Goodwill | 7,969 | 5,743 |
Inventory | 832 | |
Property, plant and equipment | 6,205 | 5,125 |
Total gross deferred tax liabilities | 90,852 | 89,618 |
Net deferred tax liabilities | $ 70,045 | $ 71,336 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Federal tax rates | 21.00% | 21.00% | 21.00% |
Interest and penalties | $ 0 | $ 0 | |
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Loss Carryforward | 865 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Loss Carryforward | $ 566 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net (loss) income | $ (27,139) | $ 32,857 | $ 561 |
Denominator: | |||
Basic and diluted weighted average common shares | 89,959,993 | 67,673,884 | 67,673,884 |
Earnings (loss) per share: | |||
Basic | $ (0.30) | $ 0.49 | $ 0.01 |
Diluted | $ (0.30) | $ 0.49 | $ 0.01 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive shares | 18,897,603 |
Stock options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive shares | 1,386,974 |
Restricted Stock Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive shares | 656,485 |
Earn-out shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive shares | 2,187,500 |
Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive shares | 14,666,644 |
Benefit Plans - Summary of Chan
Benefit Plans - Summary of Changes in The Benefit Obligation and Plan Assets and The Plan Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 143 | $ 159 | $ 142 |
Interest cost | 152 | 190 | 231 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Beginning fair value of plan assets | 4,756 | ||
Ending fair value of plan assets | 5,334 | 4,756 | |
Pension Plan [Member] | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Beginning benefit obligation | 6,551 | 5,993 | |
Service cost | 143 | 159 | |
Interest cost | 152 | 190 | |
Benefits paid | (349) | (339) | |
Expenses paid | (135) | (142) | |
Actuarial (gain) loss | (258) | 690 | |
Ending benefit obligation | 6,104 | 6,551 | 5,993 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Beginning fair value of plan assets | 4,756 | 4,089 | |
Actual return on plan assets | 499 | 559 | |
Employer contributions | 471 | 589 | |
Benefits paid from plan assets | (349) | (339) | |
Expenses paid | (135) | (142) | |
Ending fair value of plan assets | 5,242 | 4,756 | $ 4,089 |
Ending funded status | (862) | (1,795) | |
Amounts Recorded in the Consolidated Balance Sheets | |||
Current liabilities | 0 | 0 | |
Non-current liabilities | (862) | (1,795) | |
Net amount recorded | $ (862) | $ (1,795) |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined contribution pension plan | |||
Benefit costs | $ 80,000 | $ 94,000 | $ 141,000 |
Participant contributions | $ 0 | 0 | 0 |
Company matching employee contribution percentage | 3.50% | ||
Pension Plan [Member] | |||
Defined contribution pension plan | |||
Accumulated benefit obligation | $ 6,104,000 | 6,551,000 | |
Benefit costs | 471,000 | 589,000 | 285,000 |
Underfunded status at end of period | 862,000 | 1,795,000 | |
401(k) [Member] | |||
Defined contribution pension plan | |||
Matching contribution | 2,579,000 | $ 1,997,000 | $ 1,141,000 |
401(k) [Member] | Before Second Quarter Of Two Thousand And Twenty One [Member] | |||
Defined contribution pension plan | |||
Defined Contribution Plan Employer Discretionary Contribution Additional Contribution Accrued | 725,000 | ||
Unfunded Plan [Member] | |||
Defined contribution pension plan | |||
Underfunded status at end of period | $ 862,000 |
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, 2021 | Dec. 31, 2020 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax [Abstract] | ||
Net actuarial loss | $ 283 | $ 822 |
Benefit Plans - Schedule of Pre
Benefit Plans - Schedule of Pre Tax Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Actuarial (gain) loss arising during measurement period | $ (513) | $ 386 | |
Amortization of actuarial loss | (25) | 0 | $ 0 |
Total recognized in other comprehensive (income) loss | $ (538) | $ 386 |
Benefit Plans - Summary of The
Benefit Plans - Summary of The Components Of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Service cost | $ 143 | $ 159 | $ 142 |
Interest cost | 152 | 190 | 231 |
Expected return on plan assets | (240) | (255) | (232) |
Amortization of net loss | 25 | 0 | 0 |
Net periodic benefit cost | $ 80 | $ 94 | $ 141 |
Benefit Plans - Schedule Of Def
Benefit Plans - Schedule Of Defined Benefit Plan, Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Discount rate | 2.38% | 3.25% |
Expected return on plan assets | 6.35% | 6.35% |
Benefit Plans - Schedule Of Wei
Benefit Plans - Schedule Of Weighted Average Assumptions for Benefit Obligation (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Discount rate | 2.78% | 2.38% |
Benefit Plans - Schedule Of Fai
Benefit Plans - Schedule Of Fair Value of the Plan Assets and Target Asset Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | $ 5,334 | $ 4,756 |
Common stock [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 789 | 1,562 |
Mutual funds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 2,171 | 2,202 |
Corporate / government bonds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | 2,354 | 982 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target Allocation | $ 20 | $ 10 |
Benefit Plans - Schedule Of F_2
Benefit Plans - Schedule Of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | $ 5,334 | $ 4,756 |
Common stock [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 789 | 1,562 |
Mutual funds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,171 | 2,202 |
Corporate / government bonds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,354 | 982 |
Cash and cash equivalents [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 20 | 10 |
Fair Value, Recurring [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 5,334 | 4,756 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,960 | 3,584 |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,374 | 992 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Common stock [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 789 | 1,562 |
Fair Value, Recurring [Member] | Common stock [Member] | Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 789 | 1,562 |
Fair Value, Recurring [Member] | Common stock [Member] | Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Common stock [Member] | Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Mutual funds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,171 | 2,202 |
Fair Value, Recurring [Member] | Mutual funds [Member] | Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,171 | 2,022 |
Fair Value, Recurring [Member] | Mutual funds [Member] | Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Mutual funds [Member] | Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Corporate / government bonds [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,354 | 982 |
Fair Value, Recurring [Member] | Corporate / government bonds [Member] | Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Corporate / government bonds [Member] | Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 2,354 | 982 |
Fair Value, Recurring [Member] | Corporate / government bonds [Member] | Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Cash and cash equivalents [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 20 | 10 |
Fair Value, Recurring [Member] | Cash and cash equivalents [Member] | Level 1 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 0 | 0 |
Fair Value, Recurring [Member] | Cash and cash equivalents [Member] | Level 2 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | 20 | 10 |
Fair Value, Recurring [Member] | Cash and cash equivalents [Member] | Level 3 [Member] | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Total | $ 0 | $ 0 |
Benefit Plans - Schedule of Ben
Benefit Plans - Schedule of Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 372 |
2023 | 374 |
2024 | 371 |
2025 | 371 |
2026 | 371 |
2027 - 2031 | $ 1,850 |
Equity-Based Compensation Pla_3
Equity-Based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted | 1,394,008 | 1,394,008 | ||||
Grants in period | 1,394,008 | |||||
Weighted-Average Remaining Contractual Term (Years) | 2 years 6 months 14 days | |||||
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] | ||||||
Expiration period | 10 years | |||||
Weighted average grant date fair value, options non-vested | $ 12.06 | |||||
Unrecognized compensation cost | $ 6,875 | $ 6,875 | ||||
Weighted-Average Remaining Contractual Term (Years) | 2 years 3 months 18 days | |||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period | 3 years | |||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period | 1 year | |||||
Restricted Stock Units [Member] | Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants in period | 658,891 | |||||
Profit Interest Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 41,400,000 | 41,400,000 | ||||
Grants in period | 8,445 | 5,932 | 3,906 | |||
Weighted average grant date fair value | $ 1.25 | $ 0.27 | $ 0.24 | |||
Weighted average grant date fair value, options non-vested | $ 0.50 | $ 0.50 | $ 0.27 | $ 0.27 | $ 0.27 | |
Share Based Compensation Expense | $ 0 | $ 0 | ||||
Profit Interest Units [Member] | Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants in period | 6,546 | 4,507 | 2,967 | |||
Unrecognized compensation cost | $ 9,637 | $ 9,637 | ||||
Weighted-Average Remaining Contractual Term (Years) | 1 year 7 months 6 days | |||||
Share based compensation by share based award unvested options aggegate fair value | $ 34,302 | $ 34,302 | $ 32,383 | $ 30,323 | ||
Share based compensation by share based award options vested in period aggregate fair value | $ 3,069 | $ 487 | $ 437 | |||
Share based compensation by share based award option vested in period units | 3,629 | 3,629 | 1,679 | 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 | $ 0.48 | $ 0.48 | $ 0.26 | $ 0.28 | ||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Weighted average grant date fair value, options non-vested | $ 3.88 | $ 3.88 | ||||
Unrecognized compensation cost | $ 4,582 | $ 4,582 | ||||
Weighted-Average Remaining Contractual Term (Years) | 2 years 6 months | |||||
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 - Summary of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Beginning Balance | shares | 0 |
Granted | shares | 1,394,008 |
Forfeited | shares | (7,034) |
Ending Balance | shares | 1,386,974 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 |
Weighted-Average Exercise Price, Granted | $ / shares | 10.50 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 10.50 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 10.50 |
Weighted-Average Remaining Contractual Term (Years) | 2 years 6 months 14 days |
Aggregate Intrinsic Value of Options Outstanding | $ | $ 3,500 |
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 | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 2 years | 3 years 4 months 24 days | 4 years 1 month 6 days | |
Expected volatility | 55.00% | 72.50% | 72.50% | |
Expected Dividend | $ 0 | $ 0 | $ 0 | |
Risk-free interest rate | 0.30% | 0.30% | 1.50% |
Equity-Based Compensation Pla_6
Equity-Based Compensation Plans - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested RSUs, Beginning Balance | shares | 0 |
Unvested RSUs, Granted | shares | 658,891 |
Unvested RSUs, forfeited | shares | (2,406) |
Unvested RSUs, Ending Balance | shares | 656,485 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares | $ 0 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 12.06 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 12.06 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 12.06 |
Equity-Based Compensation Pla_7
Equity-Based Compensation Plans - Summary of Profit Interest Units Activities (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Granted | 1,394,008 | ||
Outstanding Forfeited | (7,034) | ||
PIU [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Beginning Balance | 35,570 | 31,831 | 27,925 |
Outstanding Granted | 8,445 | 5,932 | 3,906 |
Outstanding Forfeited | (2,921) | (2,193) | |
Outstanding Ending Balance | 41,094 | 35,570 | 31,831 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 0.27 | $ 0.27 | $ 0.27 |
Weighted Average Grant Date Fair Value, Granted | 1.31 | 0.28 | 0.25 |
Weighted Average Grant Date Fair Value, Forfeited | 0.30 | 0.27 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.50 | $ 0.27 | $ 0.27 |
Equity-Based Compensation Pla_8
Equity-Based Compensation Plans - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 4,963 | $ 487 | $ 437 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | 824 | 0 | 0 |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | 1,070 | 0 | 0 |
Profit Interest Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 3,069 | $ 487 | $ 437 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 8,412 | $ 4,688 | $ 4,737 |
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 10 years | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Future Minimum Fixed Lease Obligations Under Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee Disclosure [Abstract] | |
2022 | $ 8,517 |
2023 | 6,320 |
2024 | 4,766 |
2025 | 2,995 |
2026 | 2,813 |
Thereafter | $ 8,546 |
Major Reseller Customers - Sche
Major Reseller Customers - Schedule of Revenue by Major Customers by Reporting Segments (Detail) - Customer Concentration Risk [Member] - Net Sales [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 19.30% | 21.50% | 20.00% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 4.10% | 5.40% | 5.70% |
Customer C [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 3.50% | 4.50% | 5.60% |
Major Reseller Customers - Sc_2
Major Reseller Customers - Schedule of Revenue by Major Customers by Reporting Segments (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Reseller [Member] | Minimum [Member] | |
Major Reseller Customers [Line Items] | |
Concentration Risk, Percentage | 5.00% |
Major Reseller Customers - Summ
Major Reseller Customers - Summary Of Concentration Of Accounts Receivable Of Major Resellers (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Reseller [Member] | Customer A [Member] | ||
Major Reseller Customers [Line Items] | ||
Concentration Risk, Percentage | 7.40% | 13.20% |
Major Reseller Customers - Su_2
Major Reseller Customers - Summary Of Concentration Of Accounts Receivable Of Major Resellers (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Reseller [Member] | Minimum [Member] | |
Major Reseller Customers [Line Items] | |
Concentration Risk, Percentage | 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 | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Business Combination and Asset Acquisition [Abstract] | ||||
Acquisitions | [1] | $ 5,074 | $ 4,434 | $ 1,404 |
Restructuring | [2] | 1,465 | 5,309 | 3,538 |
Management fees | [3] | 25,789 | 6,089 | 3,662 |
Earn out adjustment | [4] | 17,173 | 0 | 0 |
Total acquisition, restructuring and management fees | $ 49,501 | $ 15,832 | $ 8,604 | |
[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 2021 upon the Closing of the Business Combination. Director compensation of $90 attributable to Mr. Basham’s and Mr. Coady’s service on Holley’s Board of Directors paid to Sentinel Capital Partners is included in selling, general, and administrative cost for the year ended December 31, 2021. | |||
[4] | A fair value adjustment to the contingent consideration payable from the Simpson acquisition. |
Acquisition, restructuring an_4
Acquisition, restructuring and management fee costs - Additional Information (Details) - Sentinel Capital Partners [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Aacquisition costs and management fees | $ 23,275 |
Selling, General and Administrative Expenses [Member] | |
Business Acquisition [Line Items] | |
Director Compensation | $ 90 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrual For Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning Balance | $ 2,645 | $ 3,496 | $ 3,989 | $ 3,454 |
Accrued for current year warranty claims | 4,722 | 3,614 | 10,185 | 11,251 |
Settlement of warranty claims | (3,373) | (3,121) | (10,180) | (10,716) |
Ending Balance | $ 3,994 | $ 3,989 | $ 3,994 | $ 3,989 |