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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2022

 

HOLLEY INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-39599

 

87-1727560

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

1801 Russellville Road, Bowling Green, KY

 

42101

(Address of principal executive offices)

 

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

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

 

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

 

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

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

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

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

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001 per share

 

HLLY

 

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

 

HLLY WS

 

New York Stock Exchange

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

Emerging growth company

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

 

 

 


 

 

Item 2.02. Results of Operations and Financial Condition.

On April 19, 2022, Holley Inc. (the "Company") issued a press release announcing its preliminary results for the 13-week period ended April 3, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference.

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

Item 8.01. Other Events.

On April 19, 2022, the Company announced the launch of a secondary offering of 6,500,000 shares of its common stock, par value $0.0001 per share (the "Offering") by Holley Parent Holdings, LLC (the "Selling Stockholder"). A copy of the press release issued by the Company, dated April 19, 2022, announcing the Offering is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

The Company will not receive any proceeds from the Offering.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

 

Description

99.1

 

News release dated April 19, 2022 reporting preliminary results for the 13-week period ended April 3, 2022.

99.2

 

News release dated April 19, 2022 announcing the launch of a secondary offering by Selling Stockholder.

104

 

Cover Page Interactive Data File, formatted as Inline XBRL, and included as Exhibit 101.

 

 


 

SIGNATURES

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

 

 

 

 

 

 

 

 

 

 

HOLLEY INC.

 

 

 

 

 

By:

 

/s/ Dominic Bardos

 

 

 

 

Name:  Dominic Bardos

Date: April 19, 2022

 

 

 

Title:  Chief Financial Officer

 

 

 


 

Exhibit 99.1

PRESS RELEASE

 

img125749044_0.jpg 

1801 Russellville Road

Bowling Green, Kentucky 42101

Holley.com

 

HOLLEY ANNOUNCES PRELIMINARY FIRST QUARTER 2022 RESULTS

 

 

 

BOWLING GREEN, KY – April 19, 2022 – While the company is still conducting financial closing procedures for the first quarter, Holley Inc. (NYSE: HLLY) today announced preliminary results for the 13-week period ended April 3, 2022.

 

Preliminary First Quarter Highlights

Preliminary Net Sales of $199 million to $200 million
Preliminary Gross Profit of $81 million to $82 million
Preliminary Net Income of $16 million to $17 million
Preliminary Adjusted EBITDA1 of $45 million to $46 million

 

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

 

The financial information contained in this press release is preliminary and subject to the completion of our ongoing financial reporting processes, which may result in adjustments to this financial information. Holley expects to release the full financial results for the first quarter on Thursday, May 12, 2022. A press release announcing details of the earnings release conference call will be published at a later date.

 

About Holley Inc.

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

 

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are

 


 

not limited to: 1) the ability to recognize the anticipated benefits of the business combination with Empower LTD, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 2) costs related to the business combination and Holley becoming a public company; 3) disruptions to Holley's operations, including as a result of cybersecurity incidents; 4) changes in applicable laws or regulations; 5) the outcome of any legal proceedings that may be instituted against Holley; 6) general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); 7) the possibility that Holley may be adversely affected by other economic, business and/or competitive factors; 8) Holley’s estimates of its financial performance; 9) the impact of the novel coronavirus disease pandemic and its effect on business and financial conditions; and 10) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) filed on March 15, 2022, and that are otherwise described or updated from time to time in Holley’s filings with the SEC. Although Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes any duty to update these forward-looking statements, except as otherwise required by law.

 

Investor Relations:

Ross Collins / Stephen Poe

Alpha IR Group

312-445-2870

HLLY@alpha-ir.com

 

 

[Use and Reconciliation of Non-GAAP Financial Measures to Follow]

 

 

 

 


 

 

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

 

HOLLEY INC.

USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In millions)

(Unaudited)

 

 

Reconciliation of GAAP Financial Measures

 

Low Range

High Range

Net Income

 

$16

$17

Adjustments:

 

 

Depreciation

2

2

Amortization of Intangible Assets

4

4

Interest Expense

7

7

Income Tax expense

8

8

EBITDA

$37

$38

Notable items

1

1

Equity-based compensation expense

2

2

Change in fair value of warrant liability

2

2

Change in fair value of earn-out liability

3

3

Adjusted EBITDA

$45

$46

 

 

 


 

Exhibit 99.2

PRESS RELEASE

 

img126672565_0.jpg 

1801 Russellville Road

Bowling Green, Kentucky 42101

Holley.com

 

HOLLEY ANNOUNCES THE LAUNCH OF A SECONDARY OFFERING

BY SELLING STOCKHOLDER

 

 

 

BOWLING GREEN, KY – April 19, 2022 – Holley Inc. (NYSE: HLLY) (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 6,500,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”) by Holley Parent Holdings, LLC (the “Selling Stockholder”). The Offering consists entirely of shares of common stock of the Company to be sold by the Selling Stockholder. The Selling Stockholder is expected to grant the underwriters a 30-day option to purchase up to 975,000 additional shares of Common Stock. The Selling Stockholder will receive all of the net proceeds from the Offering. No shares are being sold by the Company.

 

Jefferies, J.P. Morgan and BofA Securities are acting as the lead book-running managers and representatives of the underwriters for the Offering.

 

A shelf registration statement on Form S-1 (Registration No. 333-258075) (including a prospectus) relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) and is effective. Before you invest, you should read the prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement related to this Offering, when available, may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 877-821-7388, or by email at prospectus_department@jefferies.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com; or BofA Securities, Inc. Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 


 

About Holley Inc.

 

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

 

Forward-Looking Statements

 

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the ability to recognize the anticipated benefits of the business combination with Empower LTD, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 2) costs related to the business combination and Holley becoming a public company; 3) disruptions to Holley's operations, including as a result of cybersecurity incidents; 4) changes in applicable laws or regulations; 5) the outcome of any legal proceedings that may be instituted against Holley; 6) general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); 7) the possibility that Holley may be adversely affected by other economic, business and/or competitive factors; 8) Holley’s estimates of its financial performance; 9) the impact of the novel coronavirus disease pandemic and its effect on business and financial conditions; and 10) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) filed on March 15, 2022, and that are otherwise described or updated from time to time in Holley’s filings with the SEC. Although Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes any duty to update these forward-looking statements, except as otherwise required by law.

 

Investor Relations:

Ross Collins or Stephen Poe

Alpha IR Group

312-445-2870

HLLY@alpha-ir.com