8-K
Holley Inc. (HLLY)
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): August 11, 2021
HOLLEY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39599 | 87-1727560 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 1801 Russellville Road, Bowling Green, KY | 42101 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(270) 495-4081
(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<br>Symbol(s) | Name of each exchange<br>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 August 11, 2021, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s second quarter ended June 27, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated August 11, 2021 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOLLEY INC. | ||
|---|---|---|
| By: | /s/ Dominic Bardos | |
| Name: Dominic Bardos | ||
| Date: August 11, 2021 | Title: Chief Financial Officer |
- 3 -
EX-99.1
Exhibit 99.1
PRESS RELEASE
| 1801 Russellville Road<br><br><br>Bowling Green, Kentucky 42101<br><br><br>Holley.com |
|---|
HOLLEY REPORTS SECOND QUARTER 2021 RESULTS
Strong organic growth andexecution against strategic initiatives drive performance
Discloses quarterly 2020 historical results and confirms guidance
BOWLING GREEN, KY – Aug 11, 2021 – Holley Inc. (NYSE: HLLY), the largest and fastest growing platform serving performance automotive enthusiasts, today announced financial results for its second quarter ended June 27, 2021.
Second Quarter Highlights vs. Prior YearPeriod
| • | Net Sales increased 54% to $193.0 million compared to $125.3 million in 2020 |
|---|---|
| • | Gross Profit increased 48% to $81.2 million compared to $54.8 million last year |
| --- | --- |
| • | Operating Income increased 52% to $40.1 million compared to $26.3 million in 2020<br> |
| --- | --- |
| • | Net Income increased 85% to $23.1 million from $12.5 million last year |
| --- | --- |
| • | Adjusted EBITDA^1^ increased 49% to $54.1 million<br>compared to $36.4 million in 2020 |
| --- | --- |
| • | Acquired AEM Performance Electronics (“AEM”) adding to Holley’s electronics offering<br> |
| --- | --- |
| • | Continued execution on<br>direct-to-consumer channel growth strategy |
| --- | --- |
2021Outlook
| • | Company reiterates fiscal 2021 Net Sales expected to range between<br>$648-$663 million, Pro Forma Net Sales^1^ between $655-$670 million, and Pro Forma Adjusted EBITDA^1^ between $165-170 million |
|---|---|
| ^1^ | See “Use and Reconciliation of Non-GAAP Financial Measures”<br>below. |
| --- | --- |
Tom Tomlinson, Holley’s President and Chief Executive Officer, said, “Consumer demand for our products was strong in the second quarter and we continued to see excellent growth in our direct-to-consumer channel. Our team performed well, captured significant additional demand in the quarter, and delivered great overall results.”
Second Quarter 2021 Financial Results
Net sales increased 54% to $193.0 million in the second quarter of 2021, up from $125.3 million in the second quarter of 2020. Non-comparable sales associated with acquisitions, including the AEM acquisition completed in April and several completed in the fourth quarter of 2020, contributed $36.7 million of net sales growth in the quarter. Organic growth for comparable brands contributed the remaining $31.0 million of year-over-year net sales growth, representing slightly more than 25% growth over second quarter 2020 net sales. Consumer demand for electronic performance products drove the majority of the organic growth in the quarter.
Cost of goods sold increased $41.4 million, or 59%, to $111.8 million, as compared to $70.5 million for the second quarter of 2020 and is primarily attributable to the increase in product sales. Gross profit for the thirteen weeks ended June 27, 2021 increased $26.4 million, or 48.1%, to $81.2 million, as compared to $54.8 million for the second quarter of 2020. The increase in gross profit was driven by the increase in sales. Gross margin for the thirteen weeks ended June 27, 2021 was 42.1% compared to a gross margin of 43.8% for the thirteen weeks ended June 28, 2020.
Selling, general and administrative costs for the quarter increased $9.9 million to $26.2 million, representing an increase of 61% when compared to $16.3 million in 2020. Incremental SG&A from recent acquisitions were responsible for $5.3 million of the increase in the quarter. Additional cost drivers include a $1.6 million increase in shipping costs related to higher sales and global supply chain pressure, higher audit fees associated with the business combination with Empower, and increases in software licensing that support Holley’s growth.
R&D and other operating expenses provided leverage in the second quarter, as those expenses increased 26% and 20%, respectively, against the net sales increase of 54%. Increases in these other operating expense areas are primarily due to acquisitions.
Net income for the second quarter 2021 reflects higher sales volume and the leverage achieved on certain fixed expenses. Net income improved to $23.1 million in the second quarter compared to $12.5 million in 2020, an increase of 85%.
Adjusted EBITDA grew from $36.4 million in the second quarter last year to $54.1 million in the second quarter of 2021, representing 49% year-over-year growth. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.
Significant Event Subsequent to Quarter End
On July 16, 2021, Holley completed the business combination with Empower LTD and became a publicly traded company on the New York Stock Exchange (NYSE: HLLY). Since the transaction closed in Holley’s third fiscal quarter, the 10-Q Holley will file with the Securities and Exchange Commission for the second quarter will reflect the pre-combination results of Empower LTD.
Fiscal 2021 Full Year Outlook
We reiterate our full-year expectations of recognized net sales in the range of $648 to $663 million for fiscal 2021. We expect pro forma net sales in the range of $655 to $670 million, and pro forma adjusted EBITDA between $165 and $170 million. Additional information regarding pro forma adjustments is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.
Dominic Bardos, Holley’s Chief Financial Officer, added, “We continued to execute on our strategy in the second quarter, with both organic growth and recent acquisitions contributing to our strong revenue performance. We expect sales growth to moderate in the back half of 2021, largely due to lapping strong 2020 performance and the three acquisitions made during the fourth quarter last year. Our full-year guidance also contemplates the uncertainties surrounding global supply chain challenges and inflationary pressure on raw material costs. Our markets remain strong and our consumers continue to be highly engaged.”
Conference Call
A conference call and audio webcast has been scheduled for 10:00 a.m. Eastern Time today to discuss these results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call available on the investor relations portion of the Company’s website at investor.holley.com. For those that cannot join the webcast, you can participate by dialing 1-844-200-6205 (United States Toll Free), 1-646-904-5544 (United States Local), or + 44-208-0682-558 (All Other Locations) using the access code of 472207.
For those unable to participate, a telephone replay recording will be available until Wednesday, September 1, 2021. To access the replay, please call 1-929-458-6194 (U.S.), 0204-525-0658 (U.K.), or + 44-204-525-0658 (All Other Locations) and enter confirmation code 986200. A web-based archive of the conference call will also be available at the Company’s website.
About Holley Inc.
Holley Inc. (NYSE: HLLY) is a leading designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts. Holley offers 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) changes in applicable laws or regulations; 4) the outcome of any legal proceedings that may be instituted against Holley; 5) the possibility that Holley may be adversely affected by other economic, business and/or competitive factors; 6) Holley’s estimates of its financial performance; 7) the impact of the novel coronavirus disease pandemic and its effect on business and financial conditions; and 8) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) filed on July 28, 2021. Although Holley believe 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
[Financial Tables to Follow]
HOLLEY INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| For the thirteen weeks ended | For the twenty-six weeks ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 27-Jun2021 | June 28,2020 | Variance | %Variance | 27-Jun2021 | June 28,2020 | Variance | %Variance | ||||||||||||
| Net Sales | $ | 193,041 | $ | 125,296 | $ | 67,745 | 54.1 | % | $ | 353,373 | $ | 232,453 | $ | 120,920 | 52.0 | % | |||
| Cost of Goods Sold | 111,841 | 70,468 | 41,373 | 58.7 | % | 206,494 | 134,292 | 72,202 | 53.8 | % | |||||||||
| Gross Profit | 81,200 | 54,828 | 26,372 | 48.1 | % | 146,879 | 98,161 | 48,718 | 49.6 | % | |||||||||
| Operating Expenses | 41,138 | 28,479 | 12,659 | 44.5 | % | 94,036 | 54,138 | 39,898 | 73.7 | % | |||||||||
| Operating Income | 40,062 | 26,349 | 13,713 | 52.0 | % | 52,843 | 44,023 | 8,820 | 20.0 | % | |||||||||
| Interest Expense | 11,174 | 11,013 | 161 | 1.5 | % | 21,245 | 22,518 | (1,273 | ) | -5.7 | % | ||||||||
| Income Before Income Taxes | 28,888 | 15,336 | 13,552 | 88.4 | % | 31,598 | 21,505 | 10,093 | 46.9 | % | |||||||||
| Income Tax Expense (Benefit) | 5,790 | 2,827 | 2,963 | 104.8 | % | 10,556 | 4,144 | 6,412 | 154.7 | % | |||||||||
| Net Income (Loss) | 23,098 | 12,509 | 10,589 | 84.7 | % | 21,042 | 17,361 | 3,681 | 21.2 | % | |||||||||
| Comprehensive Income: | |||||||||||||||||||
| Foreign Currency Translation Adj. | 35 | — | 35 | — | 19 | — | 19 | — | |||||||||||
| Total Comprehensive Net Income: | 23,133 | 12,509 | 10,624 | 84.9 | % | 21,061 | 17,361 | 3,700 | 21.3 | % |
HOLLEY INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| For the thirteen weeks ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 29,2020 | June 28,2020 | Sept. 27,2020 | Dec. 31,2020 | March 28,2021 | 27-Jun2021 | |||||||||
| Net Sales | $ | 107,157 | $ | 125,296 | $ | 133,307 | $ | 138,419 | $ | 160,332 | $ | 193,041 | ||
| Cost of Goods Sold | 63,824 | 70,468 | 77,778 | 83,865 | 94,653 | 111,841 | ||||||||
| Gross Profit | 43,333 | 54,828 | 55,529 | 54,554 | 65,679 | 81,200 | ||||||||
| Operating Expenses | 25,659 | 28,479 | 27,149 | 41,502 | 52,898 | 41,138 | ||||||||
| Operating Income | 17,674 | 26,349 | 28,380 | 13,052 | 12,781 | 40,062 | ||||||||
| Interest Expense | 11,505 | 11,013 | 9,325 | 11,929 | 10,071 | 11,174 | ||||||||
| Income Before Income Taxes | 6,169 | 15,336 | 19,055 | 1,123 | 2,710 | 28,888 | ||||||||
| Income Tax Expense (Benefit) | 1,317 | 2,827 | 5,512 | (830 | ) | 4,766 | 5,790 | |||||||
| Net Income (Loss) | 4,852 | 12,509 | 13,543 | 1,953 | (2,056 | ) | 23,098 | |||||||
| Comprehensive Income: | ||||||||||||||
| Foreign Currency Translation Adj. | — | — | — | 16 | (16 | ) | 35 | |||||||
| Total Comprehensive Net Income: | 4,852 | 12,509 | 13,543 | 1,969 | (2,072 | ) | 23,133 |
HOLLEY INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
| As ofMarch 29,2020 | As ofJune 28,2020 | As of<br>Sept. 27,2020 | As of<br>Dec. 31,<br>2020 | As ofMarch 28,2021 | As of<br>27-Jun<br>2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||||||||||
| Total Current Assets | $ | 200,825 | $ | 221,873 | $ | 190,361 | $ | 257,980 | $ | 275,832 | $ | 261,207 | ||||||
| Net Property, Plant & Equipment | 32,752 | 32,929 | 34,131 | 43,729 | 44,581 | 49,692 | ||||||||||||
| Goodwill | 297,607 | 297,607 | 297,607 | 359,099 | 359,099 | 377,368 | ||||||||||||
| Other Net Intangibles | 330,807 | 328,157 | 325,459 | 404,522 | 401,186 | 425,423 | ||||||||||||
| Total Assets | 861,991 | 880,566 | 847,558 | 1,065,330 | 1,080,698 | 1,113,690 | ||||||||||||
| Liabilities and Stockholder’s Equity | ||||||||||||||||||
| Total Current Liabilities | 46,980 | 53,046 | 54,463 | 82,009 | 98,175 | 107,428 | ||||||||||||
| Long-term Debt Net of Current Portion | 531,078 | 530,857 | 482,636 | 649,458 | 650,123 | 649,874 | ||||||||||||
| Deferred Taxes | 51,656 | 51,863 | 51,995 | 71,336 | 71,814 | 72,538 | ||||||||||||
| Other Noncurrent Liabilities | 21,890 | 21,890 | 21,890 | 22,146 | 22,146 | 22,146 | ||||||||||||
| Total Liabilities | 651,604 | 657,656 | 610,984 | 824,949 | 842,258 | 851,986 | ||||||||||||
| Common Stock | — | — | — | — | — | — | ||||||||||||
| Additional Paid-In Capital | 236,624 | 236,638 | 236,759 | 238,890 | 239,021 | 239,152 | ||||||||||||
| Accumulated Loss | (397 | ) | (397 | ) | (397 | ) | (674 | ) | (690 | ) | (655 | ) | ||||||
| Retained Earnings | (25,840 | ) | (13,331 | ) | 212 | 2,165 | 109 | 23,207 | ||||||||||
| Total Stockholder’s Equity | 210,387 | 222,910 | 236,574 | 240,381 | 238,440 | 261,704 | ||||||||||||
| Total Liabilities and Stockholder’s Equity | 861,991 | 880,566 | 847,558 | 1,065,330 | 1,080,698 | 1,113,690 |
HOLLEY INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| For the thirteen weeks ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 29,2020 | June 28,2020 | Sept. 27,2020 | Dec. 31,2020 | March 28,2021 | 27-Jun2021 | |||||||||||||
| Operating Activities | ||||||||||||||||||
| Net Income | $ | 4,852 | $ | 12,509 | $ | 13,543 | $ | 1,953 | $ | (2,056 | ) | $ | 23,098 | |||||
| Adjustments to Reconcile to Net Cash | 5,964 | 5,811 | 6,102 | 13,960 | 7,142 | 24,855 | ||||||||||||
| Changes in Operating Assets & Liabilities | 6,764 | 7,549 | 12,510 | (3,104 | ) | 13,870 | (20,512 | ) | ||||||||||
| Net Cash from Operating Activities | 17,580 | 25,869 | 32,155 | 12,809 | 18,956 | 27,441 | ||||||||||||
| Investing Activities | ||||||||||||||||||
| Capital Expenditures, Net of Dispositions | (1,283 | ) | (2,152 | ) | (3,218 | ) | (2,082 | ) | (3,104 | ) | (3,752 | ) | ||||||
| Acquisitions | — | (50 | ) | — | (156,833 | ) | — | (54,011 | ) | |||||||||
| Net Cash from Investing Activities | (1,283 | ) | (2,202 | ) | (3,218 | ) | (158,915 | ) | (3,104 | ) | (57,763 | ) | ||||||
| Financing Activities | ||||||||||||||||||
| Net Change and Principal Payments in Debt | 27,500 | (1,050 | ) | (48,950 | ) | 163,044 | (64 | ) | (1,475 | ) | ||||||||
| Net Change in Cash & Cash Equivalents | 43,797 | 22,617 | (20,013 | ) | 16,938 | 15,788 | (31,797 | ) | ||||||||||
| Cash and Cash Equivalents | ||||||||||||||||||
| Beginning of Period | 8,335 | 52,132 | 74,749 | 54,736 | 71,674 | 87,462 | ||||||||||||
| End of Period | 52,132 | 74,749 | 54,736 | 71,674 | 87,462 | 55,665 |
HOLLEY INTERMEDIATE HOLDINGS, INC. and SUBSIDIARIES
USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands)
(Unaudited)
| For the thirteen weeks ended | |||||
|---|---|---|---|---|---|
| Description | June 27,2021 | June 28,2020 | |||
| Net Income (Loss) | $ | 23,098 | $ | 12,509 | **** |
| Adjustments: | |||||
| Interest Expense | 11,174 | 11,013 | |||
| Income Taxes | 5,790 | 2,827 | |||
| Depreciation | 2,201 | 1,988 | |||
| Amortization | 3,502 | 2,701 | |||
| EBITDA | **** | 45,765 | **** | 31,038 | **** |
| Acquisition Integration & Restructuring | 2,676 | 3,118 | |||
| Unusual or Nonrecurring Expenses | 3,993 | 1,435 | |||
| Related Party Acquisition and Management Fee Expenses | 1,658 | 880 | |||
| Other Expense | 47 | (109 | ) | ||
| Adjusted EBITDA | **** | 54,139 | **** | 36,362 | **** |
| Description | 13 Weeks EndedJune 27, 2021 | ||||
| --- | --- | --- | --- | ||
| Net Sales | **** | 193,041 | **** | ||
| Adjustments: | |||||
| Sales from Acquisitions within 365 Days of Purchase<br>(Non-Comparable to Prior Year) | (36,700 | ) | |||
| Organic Sales (Comparable to Prior Year Period Net Sales) | **** | 156,341 | **** | ||
| Description | 2021 ForecastLow Range | 2021 ForecastHigh Range | |||
| --- | --- | --- | --- | --- | |
| Net Sales | $ | 647,600 | $ | 662,600 | |
| Pre-Acquisition Net Sales (AEM Performance<br>Electronics) | 7,400 | 7,400 | |||
| Pro Forma Net Sales | **** | 655,000 | **** | 670,000 | |
| Adjusted EBITDA | $ | 163,400 | $ | 168,400 | |
| Pre-Acquisition Adjusted EBITDA (AEM Performance<br>Electronics) | 1,600 | 1,600 | |||
| Pro Forma Adjusted EBITDA | **** | 165,000 | **** | 170,000 |
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 defines EBITDA as earnings before (a) interest expense, (b) income taxes and (c) depreciation and amortization. Holley defines Adjusted EBITDA as EBITDA plus (i) unusual or nonrecurring expenses that consist primarily of the addback of the amortization of the fair market value increase in inventory in 2019 and 2018 (for 2020, the addbacks consist of the amortization of the fair market value increase in inventory and legal settlement), (ii) acquisition and restructuring costs, (iii) related party acquisition and management fee costs, and (iv) other expenses, which includes losses from disposal of fixed assets and foreign currency transactions.
Organic sales excludes the impact from sales from acquisitions within 365 days of the consummation of such acquisition. Holley believes organic sales provides investors with useful supplemental information regarding Holley’s underlying sales trends.
EBITDA, Adjusted EBITDA and organic sales are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing Holley’s financial performance. These metrics should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP.
A forecast for 2021 Adjusted EBITDA and Pro Forma Adjusted EBITDA is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, Holley is unable to provide a reconciliation of these measures without unreasonable effort.