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): May 10, 2022
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) 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<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 May 12, 2022, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s first quarter 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 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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 10, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected two Class I directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2022. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 31, 2022 (the “Proxy Statement”).
The final voting results on the proposals considered at the Annual Meeting are set forth below.
| 1. | Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2022 Annual Meeting of Stockholders or until her successor is duly elected and qualified, with the voting results as follows: | ||
|---|---|---|---|
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Michelle Gloeckler | 90,509,267 | 889,234 | 3,604,919 |
| Anita Sehgal | 91,383,076 | 15,425 | 3,604,919 |
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2022 was ratified, with the voting results as follows: | ||
| --- | --- | ||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 94,990,465 | 1,008 | 11,947 | -- |
| Item 9.01 | Financial Statements and Exhibits. | ||
| --- | --- |
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated May 12, 2022 |
| 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: May 12, 2022 | Title: Chief Financial Officer |
3 -
EX-99.1
Exhibit 99.1
PRESS RELEASE
| 1801 Russellville Road<br><br>Bowling Green, Kentucky 42101<br><br>Holley.com |
|---|
HOLLEY REPORTS FIRST QUARTER 2022 RESULTS
Strength in consumer demand drives 25% year-over-year sales growth
Company reaffirms full year 2022 outlook
BOWLING GREEN, KY – May 12, 2022 – Holley Inc. (NYSE: HLLY), the largest and fastest growing platform serving performance automotive enthusiasts, today announced financial results for its first quarter ended April 3, 2022.
First Quarter Highlights vs. Prior Year Period
• Net Sales increased 24.8% to $200.1 million compared to $160.3 million in 2021
• Gross Profit increased 25.9% to $82.7 million compared to $65.7 million last year
• Net Income of $16.9 million, or $0.15 per diluted share, compared to Net Loss of $(2.1) million, or $(0.03) per diluted share, in first quarter 2021
• Adjusted Net Income1 of $21.5 million, compared to Adjusted Net Income of $15.1 million reported last year
• Adjusted EBITDA1 rose to $46.0 million compared to $43.8 million in 2021
1See "Use and Reconciliation of Non-GAAP Financial Measures" below.
“Holley delivered solid first quarter results with strong growth in consumer demand for our products continuing into 2022,” said Tom Tomlinson, Holley’s President and Chief Executive Officer. “While we are facing persistent supply chain disruptions and inflationary headwinds, we’ve kept our foot on the gas and continued to invest in the development of innovative new products that will be exciting to our enthusiast consumers.”
First Quarter 2022 Financial Results
Net sales increased 24.8% to $200.1 million in the first quarter of 2022, up from $160.3 million in the first quarter of 2021. Non-comparable sales associated with acquisitions contributed $18.1 million, or 11.3%, of year-over-year net sales growth in the first quarter. Sales excluding the impact of acquisitions increased by $21.6 million and contributed 13.5% of year-over-year growth.
Cost of goods sold increased $22.7 million, or 24.0%, to $117.3 million, as compared to $94.7 million for the first quarter of 2021 and is primarily attributable to the increase in product sales. Gross profit for the first quarter of 2022 increased $17.0 million, or 25.9%, to $82.7 million, as compared to $65.7 million for the first quarter of 2021. The increase in gross profit was driven by the increase in sales. Gross margin for the first quarter of 2022 was 41.3% compared to a gross margin of 41.0% for the first quarter of 2021. Gains in price realization fully offset higher freight and product cost increases and allowed for a slight increase in gross margin.
Selling, general and administrative costs for the quarter increased $10.3 million to $34.3 million, representing an increase of 43.0% when compared to $24.0 million in 2021. Incremental SG&A from recent acquisitions were responsible for $1.9 million of the increase in the quarter. Additional cost drivers include an increase in non-cash compensation expense related to equity awards, increased administrative and sales personnel costs, reflecting company growth and the additional requirements of becoming a public company, and an increase in outbound shipping costs related to higher sales.
Net income for the first quarter of 2022 was $16.9 million compared to a net loss of $(2.1) million in 2021.
Net income for the first quarter of 2022 was unfavorably impacted by a $4.6 million non-cash increase in liabilities for warrants and earn-out shares compared to an unfavorable impact in 2021 of $17.2 million due to a non-cash adjustment of the earn-out liability for the Simpson acquisition.
Adjusted for the special transaction and non-cash items noted above this quarter, Adjusted Net Income was $21.5 million, compared to last year’s Adjusted Net Income of $15.1 million. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.
Adjusted EBITDA grew to $46.0 million in the first quarter of 2022 compared to $43.8 million in the first quarter last year. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.
Diluted EPS of $0.15 for the first quarter of 2022 compared to $(0.03) in 2021.
Full Year 2022 Outlook
Holley reaffirmed the following outlook for 2022:
• Net Sales in the range of $765-$790 million
• Adjusted EBITDA of $186-$194 million
• Capital Expenditures in the range of $14-$16 million
• Depreciation and Amortization Expense of $24-$26 million
• Interest Expense in the range of $30-$32 million
“We are off to a strong start in fiscal 2022, delivering on our financial objectives in the first quarter, and are reaffirming our previously stated 2022 guidance,” said Dominic Bardos, Holley’s Chief Financial Officer. “While it is not our policy to provide quarterly guidance, I believe it is important to recognize that current economic conditions and supply chain headwinds may continue to impact margins in the near term. That said, we remain well positioned to drive long-term growth for our shareholders.”
Conference Call
A conference call and audio webcast has been scheduled for 8:30 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 888-428-7458 (Toll Free) or 862-298-0702 (Toll) using the access code of 13729516.
For those unable to participate, a telephone replay recording will be available until Thursday, May 19, 2022. To access the replay, please call 877-660-6853 (Toll Free) or 201-612-7415 (Toll) and enter confirmation code 13729516. 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) 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 for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) 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
[Financial Tables to Follow]
HOLLEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| For the thirteen weeks ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| April 3, | March 28, | % | |||||||||
| 2022 | 2021 | Variance | Variance | ||||||||
| Net Sales | $ | 200,055 | $ | 160,332 | $ | 39,723 | 24.8 | % | |||
| Cost of Goods Sold | 117,334 | 94,653 | 22,681 | 24.0 | % | ||||||
| Gross Profit | 82,721 | 65,679 | 17,042 | 25.9 | % | ||||||
| Selling, General, and Administrative | 34,342 | 24,012 | 10,330 | 43.0 | % | ||||||
| Research and Development Costs | 8,161 | 5,969 | 2,192 | 36.7 | % | ||||||
| Amortization of Intangible Assets | 3,661 | 3,336 | 325 | 9.7 | % | ||||||
| Acquisition and Restructuring Costs | 290 | 18,833 | (18,543 | ) | -98.5 | % | |||||
| Related Party Acquisition and Management Fee Costs | — | 881 | (881 | ) | -100.0 | % | |||||
| Other Operating Expense (Income) | 222 | (133 | ) | 355 | -266.9 | % | |||||
| Operating Expense | 46,676 | 52,898 | (6,222 | ) | -11.8 | % | |||||
| Operating Income | 36,045 | 12,781 | 23,264 | 182.0 | % | ||||||
| Change in Fair Value of Warrant Liability | 2,227 | — | 2,227 | nm | |||||||
| Change in Fair Value of Earn-Out Liability | 2,381 | — | 2,381 | nm | |||||||
| Interest Expense | 7,391 | 10,071 | (2,680 | ) | -26.6 | % | |||||
| Non-Operating Expense | 11,999 | 10,071 | 1,928 | 19.1 | % | ||||||
| Income Before Income Taxes | 24,046 | 2,710 | 21,336 | 787.3 | % | ||||||
| Income Tax Expense | 7,188 | 4,766 | 2,422 | 50.8 | % | ||||||
| Net Income (Loss) | $ | 16,858 | $ | (2,056 | ) | $ | 18,914 | nm | |||
| Comprehensive Income (Loss): | |||||||||||
| Foreign Currency Translation Adjustment | 241 | (16 | ) | 257 | nm | ||||||
| Total Comprehensive Income (Loss): | $ | 17,099 | $ | (2,072 | ) | $ | 19,171 | nm | |||
| Common Share Data: | |||||||||||
| Basic Net Income (Loss) per Share | $ | 0.15 | $ | (0.03 | ) | $ | 0.18 | nm | |||
| Diluted Net Income (Loss) per Share | $ | 0.15 | $ | (0.03 | ) | $ | 0.18 | nm | |||
| Weighted Average Common Shares Outstanding - Basic | 115,876 | 67,674 | 48,202 | 71.2 | % | ||||||
| Weighted Average Common Shares Outstanding - Diluted | 116,049 | 67,674 | 48,375 | 71.5 | % | ||||||
| nm - not meaningful |
HOLLEY INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
| April 3, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Assets | ||||||
| Total Current Assets | $ | 314,286 | $ | 291,717 | ||
| Property, Plant and Equipment, Net | 55,192 | 51,495 | ||||
| Goodwill | 411,721 | 411,383 | ||||
| Other Intangibles, Net | 434,672 | 438,461 | ||||
| Right-of-Use Assets | 32,814 | — | ||||
| Total Assets | $ | 1,248,685 | $ | 1,193,056 | ||
| Liabilities and Stockholders' Equity | ||||||
| Total Current Liabilities | $ | 96,809 | $ | 91,795 | ||
| Long-Term Debt, Net of Current Portion | 636,303 | 637,673 | ||||
| Deferred Taxes | 68,735 | 70,045 | ||||
| Other Noncurrent Liabilities | 107,401 | 89,056 | ||||
| Total Liabilities | 909,248 | 888,569 | ||||
| Common Stock | 12 | 12 | ||||
| Additional Paid-In Capital | 347,556 | 329,705 | ||||
| Accumulated Other Comprehensive Loss | (15 | ) | (256 | ) | ||
| Accumulated Deficit | (8,116 | ) | (24,974 | ) | ||
| Total Stockholders' Equity | 339,437 | 304,487 | ||||
| Total Liabilities and Stockholders' Equity | $ | 1,248,685 | $ | 1,193,056 |
HOLLEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| For the thirteen weeks ended | ||||||
|---|---|---|---|---|---|---|
| April 3, | March 28, | |||||
| 2022 | 2021 | |||||
| Operating Activities | ||||||
| Net Income (Loss) | $ | 16,858 | $ | (2,056 | ) | |
| Adjustments to Reconcile to Net Cash | 14,000 | 24,082 | ||||
| Changes in Operating Assets and Liabilities | (12,509 | ) | (3,070 | ) | ||
| Net Cash from Operating Activities | 18,349 | 18,956 | ||||
| Investing Activities | ||||||
| Capital Expenditures, Net of Dispositions | (5,587 | ) | (3,104 | ) | ||
| Acquisitions | (1,617 | ) | — | |||
| Net Cash from Investing Activities | (7,204 | ) | (3,104 | ) | ||
| Financing Activities | ||||||
| Net Change in Debt | (3,288 | ) | (64 | ) | ||
| Net Cash from Financing Activities | (3,288 | ) | (64 | ) | ||
| Effect of foreign currency rate fluctuations on cash | (101 | ) | — | |||
| Net Change in Cash and Cash Equivalents | 7,756 | 15,788 | ||||
| Cash and Cash Equivalents | ||||||
| Beginning of Period | 36,325 | 71,674 | ||||
| End of Period | $ | 44,081 | $ | 87,462 |
Holley believes EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share, and Organic Sales 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 thousands)
(Unaudited)
| For the thirteen weeks ended | |||||
|---|---|---|---|---|---|
| April 3, | March 28, | ||||
| 2022 | 2021 | ||||
| Net Income (Loss) | $ | 16,858 | $ | (2,056 | ) |
| Adjustments: | |||||
| Interest Expense | 7,391 | 10,071 | |||
| Income Taxes | 7,188 | 4,766 | |||
| Depreciation | 2,140 | 2,252 | |||
| Amortization | 3,661 | 3,336 | |||
| EBITDA | 37,238 | 18,369 | |||
| Acquisition and Restructuring Costs | 290 | 1,660 | |||
| Earn-Out from Simpson Acquisition | — | 17,173 | |||
| Change in Fair Value of Warrant Liability | 2,227 | — | |||
| Change in Fair Value of Earn-Out Liability | 2,381 | — | |||
| Equity-Based Compensation Expense | 3,162 | 131 | |||
| Related Party Acquisition and Management Fee Costs | — | 881 | |||
| Notable Items | 506 | 5,713 | |||
| Other Expense | 222 | (133 | ) | ||
| Adjusted EBITDA | $ | 46,026 | $ | 43,794 | |
| For the thirteen weeks ended | |||||
| --- | --- | --- | --- | --- | --- |
| April 3, | March 28, | ||||
| 2022 | 2021 | ||||
| Net income (loss) | $ | 16,858 | $ | (2,056 | ) |
| Special items: | |||||
| Add back: Change in Fair Value of Warrant Liability | 2,227 | — | |||
| Add back: Change in Fair Value of Earn-Out Liability | 2,381 | — | |||
| Add back: Earn-Out from Simpson Acquisition | — | 17,173 | |||
| Adjusted Net Income | $ | 21,466 | $ | 15,117 | |
| For the thirteen weeks ended | |||||
| --- | --- | --- | --- | --- | --- |
| April 3, | March 28, | ||||
| 2022 | 2021 | ||||
| Net income (loss) per diluted share | $ | 0.15 | $ | (0.03 | ) |
| Special items: | |||||
| Add back: Change in Fair Value of Warrant Liability | 0.02 | — | |||
| Add back: Change in Fair Value of Earn-Out Liability | 0.02 | — | |||
| Add back: Earn-Out from Simpson Acquisition | — | 0.25 | |||
| Net income per diluted share, as adjusted | $ | 0.19 | $ | 0.22 | |
| 13 Weeks Ended | |||||
| --- | --- | --- | --- | ||
| April 3, 2022 | |||||
| Net Sales | 200,055 | ||||
| Less: Sales from Acquisitions within 365 Days of Purchase (Non-Comparable to Prior Year) | (18,075 | ) | |||
| Organic Sales (Comparable to Prior Year Period Net Sales) | $ | 181,980 | |||
| Full Year 2022 | |||||
| --- | --- | --- | --- | --- | |
| 2022 Forecast | 2022 Forecast | ||||
| Low Range | High Range | ||||
| Net Sales | $ | 765,000 | $ | 790,000 | |
| Adjusted EBITDA | 186,000 | 194,000 | |||
| Depreciation and Amortization | 24,000 | 26,000 | |||
| Interest Expense | 30,000 | 32,000 | |||
| Capital Expenditures | 14,000 | 16,000 |
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) acquisition integration and restructuring costs, (ii) an adjustment in 2021 due to a change in the fair value of the Simpson acquisition contingent consideration payable, (iii) changes in the fair value of the warrant liability, (iv) changes in the fair value of the earn-out liability, (v) compensation expense related to equity awards, (vi) related party acquisition and management fee costs, (vii) notable items that in 2022 consist primarily of non-cash adjustments related to the adoption of ASC 842, "Leases," and in 2021 consist primarily of the amortization of the fair market value increase in inventory due to acquisitions, and (viii) other expenses, which includes losses from disposal of fixed assets and foreign currency transactions. We have included within the definition of Adjusted EBITDA the changes in the fair value of the warrant liability, changes in the fair value of the earn-out liability and losses from the early extinguishment of debt, as management believes such matters, when they occur, do not directly reflect the performance of the underlying business.
Holley calculates Adjusted Net Income and Adjusted Net Income per share by excluding the after-tax effect of items considered by management to be special items from the earnings reported under U.S. GAAP. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results. Holley believes that using this information, along with net income (loss) and net income (loss) per share, provides for a more complete analysis of the results of operations.
Organic sales, or sales excluding the impact of acquisitions, 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, Adjusted Net Income, Adjusted Net Income per share, 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 full year 2022 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.