hlly-20250629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission file number: 001-39599

HOLLEY INC.

(Exact name of registrant as specified in its charter)


Delaware			87-1727560
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2445 Nashville Road, Suite B1, Bowling Green, KY 42101

(Address of principal executive offices)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) N/A

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

HLLY

New York Stock Exchange

Warrants to purchase common stock

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes o No x

There were 120,499,661 shares of Common Stock, including 1,093,750 restricted earn-out shares, par value $0.0001 per share, issued and outstanding as of August 4, 2025.

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TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.			5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			28

Item 3. Quantitative and Qualitative Disclosures About Market Risk.			39

Item 4. Controls and Procedures			40

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.			42

Item 1A. Risk Factors.			42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			42

Item 3. Defaults Upon Senior Securities.			42

Item 4. Mine Safety Disclosures			42

Item 5. Other Information.			42

Item 6. Exhibits.			43

SIGNATURE			44

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Securities Act and Exchange Act, as well as protections afforded by other federal securities laws. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Forward-looking statements may be accompanied by words such as “believe,” “estimate,” “expect,” “project,” “forecast,” “may,” “will,” “should,” “seek,” “plan,” “scheduled,” “anticipate,” “intend” or similar expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. Actual results could differ materially due to numerous factors, including but not limited to the Company’s ability to do any of the following:

•execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

•anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels;

•anticipate and manage through supply shortages of key component parts used in our products and the need to shift the mix of products offered in response thereto;

•respond to the impact of geopolitical events, including military conflicts (including the conflict in Ukraine, the conflict in the Middle East, the possible expansion of such conflicts and potential geopolitical consequences), tariffs, the interruption from catastrophic events and problems such as terrorism, and public health crises;

•maintain key strategic relationships with partners and resellers;

•anticipate and manage through the impact of elevated interest rate levels, which cause the cost of capital to increase, as well as respond to inflationary pressures and tariffs;

•manage and mitigate the impact of changing trade policies, including tariffs;

•enhance future operating and financial results, whether through anticipated organic or external growth initiatives or through the implementation of cost savings initiatives;

•respond to uncertainties associated with product and service development and market acceptance;

•anticipate and manage through increased constraints in consumer demand and/or shifts in the mix of products sold;

•attract and retain qualified employees and key personnel;

•protect and enhance the Company’s corporate reputation and brand awareness;

•recognition of goodwill and other intangible asset impairment charges;

•effectively respond to general economic and business conditions;

•acquire and protect intellectual property;

•collect, store, process and use personal and payment information and other consumer data;

•comply with privacy and data protection laws and other legal obligations related to privacy, information security, and data protection;

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•manage the impact of any security breaches, cyber-attacks, or other cybersecurity threats or incidents, or the failure of any key information technology systems;

•meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•obtain additional capital, including through the sale of equity or debt securities;

•finance operations on an economically viable basis;

•maintain Holley’s New York Stock Exchange (“NYSE”) listing of its common stock (“Common Stock”) and warrants to purchase Common Stock ("Warrants");

•comply with existing and/or future laws and regulations applicable to our business, including laws and regulations related to environmental health and safety or climate-related disclosures;

•respond to litigation, complaints, product liability claims and/or adverse publicity;

•anticipate the significance and timing of contractual obligations;

•anticipate the impact of, and response to, new accounting standards;

•maintain proper and effective internal controls;

•respond to the impact of changes in U.S. tax laws and regulations, including the impact on deferred tax assets;

•anticipate the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, and demographic trends; and

•respond to other risks and factors, listed under the caption “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 14, 2025, and/or as disclosed in any subsequent filings with the SEC.

Forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and our management’s expectations, forecasts and assumptions, and involve a number of judgements, risks and uncertainties, and actual results, developments and business decisions may differ materially from those envisaged by such forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

HOLLEY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)


	As of
	June 29, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	63,842	$	56,087
Accounts receivable, less allowance for credit losses of $1,904 and $2,026 respectively	51,011		36,123
Inventory	180,827		192,523
Prepaids and other current assets	7,533		12,614
Total current assets	303,213		297,347
Property, plant, and equipment, net	44,543		40,983
Goodwill	372,340		372,340
Other intangibles assets, net	403,713		386,676
Right-of-use assets	34,421		35,974
Total assets	$	1,158,230	$	1,133,320
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	44,492	$	44,781
Accrued liabilities	52,188		43,190
Current portion of long-term debt	6,879		7,201
Total current liabilities	103,559		95,172
Long-term debt, net of current portion	543,271		545,385
Warrant liability	733		813
Earn-out liability	744		1,148
Deferred taxes

SEC Form 10-Q filed by Holley Inc.