<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 July 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-89061
HOLLEY PERFORMANCE PRODUCTS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-1291482
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(State of Incorporation) (I.R.S. Employer Identification Number)
1801 Russellville Road, Post Office Box 10360, Bowling Green, KY 42102-7360
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(Address Of Principal Executive Offices, Including Zip Code)
270-782-2900
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(Registrant's Telephone, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
There were 1,000 shares of Common Stock outstanding as of July 2, 2000.
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HOLLEY PERFORMANCE PRODUCTS INC.
Annual Report on Form 10-Q
For the Three Months Ended July 2, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
<S> <C> <C>
Page No.
--------
Item 1. Financial Statements ..................................... 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk ..................................... 16
PART II
Item 1. Legal Proceedings ........................................ 17
Item 6. Exhibits and Reports on Form 8-K ......................... 17
SIGNATURES
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(unaudited)
<TABLE>
<CAPTION>
December 31, JULY 2,
1999 2000
------------ --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,359 $ 788
Accounts receivable, net of reserves for doubtful accounts
of $1,293 and $957, respectively....................... 28,320 27,521
Inventories............................................... 31,523 37,037
Deferred income taxes..................................... 4,531 3,646
Income taxes receivable................................... 4,112 1,565
Other current assets...................................... 2,583 1,737
-------- --------
Total current assets.............................. 72,428 72,294
PROPERTY, PLANT AND EQUIPMENT, NET.......................... 35,712 34,635
INTANGIBLE ASSETS, NET...................................... 154,323 152,784
-------- --------
Total assets...................................... $262,463 $259,713
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt......................... $ 257 $ 718
Accounts payable.......................................... 9,633 10,474
Accrued liabilities....................................... 19,880 20,178
-------- --------
Total current liabilities......................... 29,770 31,370
-------- --------
LONG-TERM DEBT, NET OF CURRENT PORTION...................... 164,448 168,234
-------- --------
DEFERRED INCOME TAXES....................................... 19,403 16,099
-------- --------
OTHER....................................................... 652 548
-------- --------
COMMITMENTS AND CONTINGENCIES............................... -- --
STOCKHOLDER'S EQUITY:
Common stock, $1.00 par value; 1,000 shares authorized,
issued and outstanding................................. 1 1
Paid-in capital........................................... 52,499 52,499
Retained deficit.......................................... (4,310) (9,038)
-------- --------
Total stockholder's equity........................ 48,190 43,462
-------- --------
Total liabilities and stockholder's equity........ $262,463 $259,713
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
3
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HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ ------------------------------
June 27, 1999 JULY 2, 2000 June 27, 1999 JULY 2, 2000
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
NET SALES $34,131 $44,209 $64,932 $83,260
COST OF SALES 22,322 28,826 42,571 55,296
------- ------- ------- -------
Gross profit 11,809 15,383 22,361 27,964
------- ------- ------- -------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 6,026 10,178 12,258 19,844
PLANT RELOCATION COSTS 64 108 424 200
AMORTIZATION EXPENSE 851 1,376 1,779 2,740
------- ------- ------- -------
Operating income 4,868 3,721 7,900 5,180
------- ------- ------- -------
INTEREST EXPENSE 2,337 6,197 4,341 12,001
OTHER EXPENSE (5) (1) (7) (1)
------- ------- ------- -------
INCOME (LOSS) BEFORE TAXES
AND MINORITY INTEREST 2,526 (2,477) 3,552 (6,822)
INCOME TAX PROVISION/(BENEFIT) 1,208 (990) 2,004 (2,227)
------- ------- ------- -------
INCOME (LOSS) BEFORE
MINORITY INTEREST 1,318 (1,487) 1,548 (4,595)
MINORITY INTEREST, NET OF
TAXES -- (133) -- (133)
------- ------- ------- -------
NET INCOME (LOSS) $ 1,318 $(1,620) $ 1,548 $(4,728)
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
4
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HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
COMMON PAID-IN RETAINED
STOCK CAPITAL DEFICIT TOTAL
-------- --------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1999................ $ 1 $ 52,499 $ (4,310) $ 48,190
Net loss.............................. -- -- (4,728) (4,728)
--------- --------- ---------- -----------
BALANCE, JULY 2, 2000..................... $ 1 $ 52,499 $ (9,038) $ 43,462
========= ========= ========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
January 1, 1999 JANUARY 1, 2000
to to
June 27, 1999 JULY 2, 2000
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ 1,548 $ (4,728)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 4,242 6,243
Amortization of debt discount.............................. -- 446
Deferred income taxes...................................... (185) (2,418)
Changes in assets and liabilities, net of assets
purchased:
Accounts receivable....................................... (5,829) 798
Inventories............................................... 1,922 (5,515)
Other assets.............................................. (1,478) 3,393
Accounts payable.......................................... 528 840
Accrued liabilities....................................... 628 196
--------------- ---------------
Net cash provided by/used in operating activities........ 1,376 (745)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................ (1,075) (2,424)
Other noncurrent assets..................................... (1,066) 50
Cash paid for acquisitions.................................. (2,326) (679)
--------------- ---------------
Net cash used in investing activities.................... (4,467) (3,053)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) on long-term obligations............ 3,300 3,802
Financing costs............................................. -- (575)
--------------- ---------------
Net cash provided by financing activities................ 3,300 3,227
--------------- ---------------
NET CHANGE IN CASH........................................... $ 209 $ (571)
BALANCE AT BEGINNING OF PERIOD............................... 2,013 1,359
BALANCE AT END OF PERIOD..................................... $ 2,222 $ 788
--------------- ---------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest...................................... $ 3,321 $ 10,302
--------------- ---------------
Cash paid for income taxes.................................. $ 1,379 $ 4
=============== ===============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
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HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated balance sheets as of December 31, 1999 and July 2, 2000, and
the consolidated statements of operations for the six month periods and three
month periods ended June 27, 1999 and July 2, 2000, and the statements of cash
flows for the six month periods ended June 27, 1999 and July 2, 2000 have been
prepared by the Company in accordance with the accounting policies described in
its annual financial statements and should be read in conjunction with the notes
thereto.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and changes in cash flows at June 27, 1999 and July 2,
2000 and for all periods presented have been made. The results of operations for
the periods ended July 2, 2000 are not necessarily indicative of the operating
results to be expected for the full year.
Holley Performance Products Inc., a Delaware corporation ("Holley" or the
"Company") based in Bowling Green, Kentucky, is a leading manufacturer of a
diversified line of performance automotive products, including carburetors, fuel
pumps, fuel injection systems, ignition systems and remanufactured carburetors.
The products are designed to enhance street, off-road, recreational and
competitive vehicle performance through increased horsepower, torque and
driveability. In addition to its automotive performance line, Holley
manufactures performance marine, mobile and stationary industrial engine
components and markets a new line of performance in-tank fuel pumps as well as a
recently introduced specialty chemical line.
In July of 1999, Holley purchased the outstanding shares of Hooker Industries,
Inc. ("Hooker"), a manufacturer of performance exhaust systems, headers,
mufflers and Harley-Davidson exhaust pipes. In October of 1999, Holley purchased
the outstanding shares of Biggs Manufacturing, Inc. (also known as "FlowTech"),
Nitrous Oxide Systems, Inc. ("NOS"), and Earl's Supply Company, Inc. (also known
as Earl's Performance Products, "Earl's"). FlowTech is a manufacturer of
performance exhaust systems, headers, mufflers and exhaust accessories. NOS is a
manufacturer of nitrous oxide injection systems for the performance aftermarket.
Earl's is a provider of underhood performance fittings, brake lines and hoses.
2. INVENTORIES
Inventories of the Company consist of the following:
<TABLE>
<CAPTION>
December 31, JULY 2,
1999 2000
------------ -------
<S> <C> <C>
Raw materials $16,861 $12,469
Work-in-progress 5,357 5,721
Finished Goods 8,994 18,847
Other 311 --
------- -------
$31,523 $37,037
======= =======
</TABLE>
7
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3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment of the Company consist of the following:
<TABLE>
<CAPTION>
December 31, JULY 2,
1999 2000
------------ ----------
<S> <C> <C>
Land $ 380 $ 380
Buildings and improvements 11,209 11,968
Machinery and equipment 25,525 25,017
Computer equipment 3,501 3,575
Furniture and fixtures 1,348 1,300
Construction in process 763 2,236
------- -------
42,726 44,476
Less: accumulated depreciation (7,014) (9,841)
------- -------
$35,712 $34,635
======= =======
</TABLE>
Depreciation expense was $2,354 and $3,500 for the six months and $1,176 and
$1,875 for the three months ended June 27, 1999 and July 2, 2000, respectively.
4. ACCRUED LIABILITIES
Accrued liabilities of the Company consist of the following:
<TABLE>
<CAPTION>
December 31, JULY 2,
1999 2000
------------ ----------
<S> <C> <C>
Wages and benefits $ 5,196 $ 5,595
Reserve for product returns 4,294 4,621
Allowance for outstanding rebate
programs 1,504 1,288
Interest 5,177 6,045
Other 3,709 2,629
------- -------
$19,880 $20,178
======= =======
</TABLE>
8
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5. LONG-TERM DEBT
Long-term debt of the Company consists of the following:
<TABLE>
<CAPTION>
December 31, JULY 2,
1999 2000
------------ ---------
<S> <C> <C>
Revolving line of credit, maturing June 27, 2003 $ 17,000 $ 20,500
Senior notes, maturing September 15, 2007, net of debt
Discount of $5,284 and $4,879 144,716 145,121
Other 659 906
Long-term lease obligation 2,330 2,425
------------ ---------
164,705 168,952
Less current portion (257) (718)
------------ ---------
$ 164,448 $ 168,234
============ =========
</TABLE>
On September 20, 1999, the Company issued $150,000 of 12 1/4% Senior Notes due
2007 at a discount of 3.7%. The debt discount will be amortized as a non-cash
charge to interest expense using the effective interest method over the term of
the debt. The notes are unsecured and subordinate to the Company's other
indebtedness. The proceeds from the notes were used to repay existing
indebtedness and to fund the acquisitions of NOS and Earl's in October 1999.
6. PLANT RELOCATION COSTS
Plant relocations costs include expenses related to the closure of a
manufacturing facility and the related movement of inventory and fixed assets
to the Company's manufacturing facility in Bowling Green, Kentucky.
7. SEGMENT DATA
The Company's reportable segments have a common management team and
infrastructure, however, due to the different nature of the products sold by
each segment, the Company monitors each segment's revenues and gross margin on
a standalone basis when making strategic decisions regarding the allocation of
Company resources.
The Company has two reportable segments: Performance Parts and Remanufactured
Parts. The Company manufactures high performance aftermarket automotive parts
through its Performance Parts segment. Under its Remanufactured Parts segment,
the Company refurbishes used automotive part cores and then resells the parts
as remanufactured products. Both segments sell primarily to automotive parts
distributors throughout the United States.
The accounting policies of the reportable segments are the same as those
described in the Company's annual financial statements and should be read in
conjunction with the notes thereto. The Company evaluates the performance of
its reportable segments based on gross margin. Intersegment sales and transfers
are not significant.
Summarized financial information concerning the Company's operating measures
for the reportable segments are shown in the following table:
9
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<TABLE>
<CAPTION>
PERFORMANCE REMANUFACTURED
PARTS PARTS TOTAL
----------- -------------- --------
<S> <C> <C> <C>
JANUARY 1, 1999 TO JUNE 27, 1999
Revenues $51,814 $13,118 $64,932
Gross margin 18,635 3,726 22,361
JANUARY 1, 2000 TO JULY 2, 2000
Revenues $70,723 $12,537 $83,260
Gross margin 25,127 2,837 27,964
</TABLE>
Summary balance sheet data for inventory and fixed assets for each of the
Company's reportable segments as of December 31, 1999 and July 2, 2000 are shown
in the following table:
<TABLE>
<CAPTION>
PERFORMANCE REMANUFACTURED
PARTS PARTS TOTAL
----------- -------------- --------
<S> <C> <C> <C>
AS OF DECEMBER 31, 1999
Inventory $27,315 $4,208 $31,523
Fixed assets 33,043 2,669 35,712
AS OF JULY 2, 2000
Inventory $32,609 $4,428 $37,037
Fixed assets 32,070 2,565 34,635
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
The Company is a party to various lawsuits and claims in the normal course of
business. While the outcome of 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 financial
position or results of operations of the Company.
In May 1999, the Union Pacific Railroad Company ("Union Pacific") filed an
action against the Company alleging that certain soil and groundwater
contamination found on Union Pacific's property had migrated from an adjacent
facility owned by Weiand. Union Pacific seeks damages of approximately $3,000
from all defendants for past and expected costs. At this time, the Company is
unable to assess the likelihood of an unfavorable outcome, or in the event of
such an outcome, the amount of any resulting liability. The Company is
investigating Union Pacific's claims and is defending them vigorously. Recently,
the Company discovered possible soil contamination on the Weiand property, which
has not yet been confirmed or assessed. The property owner may assert claims for
damage to the property. The Company intends to defend any such claims
vigorously.
The Company, like others in similar businesses, is subject to extensive federal,
state and local environmental laws and regulations. Although Company
environmental policies and practices are designed to ensure compliance with
these laws and regulations, future developments and increasingly stringent
regulation could require the Company to make unforeseen environmental
expenditures.
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The Company has established a severance plan for certain members of management.
Under the terms of the severance plan, the participants are entitled to certain
severance benefits, which include salary continuation, in the event the
participant is terminated by the Company without cause.
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO
AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO
CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1999.
"SAFE HARBOR" STATEMENT
This Report contains certain forward-looking statements with respect to the
Company's operations, industry, financial condition and liquidity. These
statements, which are typically introduced by phrases such as "the Company
believes", "anticipates", "estimates" or "expects" certain conditions to exist,
reflect management's best current assessment of a number of risks and
uncertainties. The Company's actual results could differ materially from the
results anticipated in these forward-looking financial statements as a result
of certain factors described in this report. See "Safe Harbor Statement."
The Management's Discussion and Analysis and other portions of this Report
include "forward looking" statements within the meaning of the federal
securities laws that are subject to future events, risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied. Important factors that either individually or in the aggregate could
cause actual results to differ materially from those expressed include, without
limitation, (1) that the Company will not grow its sales revenue or profit,
(2) that the Company will fail to be competitive with existing and new
competitors, (3) that the Company will not be able to sustain its current
growth, (4) that needed financing will not be available to the Company if and as
needed, (5) that a significant change in the growth rate of the overall U.S.
economy will occur, such that spending on performance automotive products will
be materially impacted, (6) that a drastic negative change in the market
conditions may occur, (7) that emissions and other environmental regulations
affecting us will increase thereby limiting our ability to sell our automotive
products and grow our business, and (8) that some other unforeseen difficulties
may occur. This list is intended to identify only certain of the principal
factors that could cause actual results to differ materially from those
described in the forward-looking statements included herein.
OVERVIEW
Founded in 1903, Holley is a leading manufacturer and marketer of specialty
products for the performance automotive, marine and powersports (motorcycle,
jet-ski, snowmobile and go-cart) aftermarkets. Holley designs, manufactures and
markets a diversified line of automotive performance racing products that
include fuel, air, spark (also known as ignition) and internal engine
management systems. We design our products to enhance vehicle performance
through generating increased horsepower, torque and acceleration. Our products
include both throttle body and multi-port fuel injection systems, performance
and remanufactured carburetors, digital ignition systems, distributors, fuel
pumps, camshafts, crankshafts, intake manifolds, pistons, super chargers,
exhaust systems, headers, mufflers and motorcycle exhaust pipes, cylinder
heads, water pumps and throttle bodies. With the October 1999 acquisitions of
FlowTech, NOS and Earl's, our product offerings also include nitrous oxide
injection systems and performance automotive plumbing products. In the
performance automotive aftermarket, we have the most widely recognized brand
name and a broad distribution network, which includes specialized retailers,
performance wholesale distributors, mail order retailers and original equipment
manufacturers ("OEM's"). We have developed strong relationships with our
customers in each
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distribution channel, including leading companies such as Advance Auto Parts,
AutoZone, CSK Auto, Keystone, O'Reilly, Summit Racing, Jeg's mail order, GM
Service Parts, Volvo-Penta and Mercury Marine.
Senior Notes Offering. On September 20, 1999, the Company issued
$150.0 million of 12 1/4% senior notes due 2007 at a discount of 3.7% (the
"Senior Notes"). The debt discount will be amortized as a non-cash charge to
interest expense using the effective interest method over the term of the debt.
The notes are unsecured and subordinate to the Company's other indebtedness. The
proceeds from the notes were used to repay existing indebtedness under the Bank
Credit Facility described above and to fund the acquisitions of FlowTech, NOS
and Earl's in October 1999.
SEASONALITY
Our operations experience slight seasonal trends, which generally
affect the overall automotive aftermarket industry. Historically, our revenues
are highest in the spring, during our second fiscal quarter, which marks the
beginning of the racing season and when the weather is better suited for outdoor
automotive repair activity. Seasonality has a more prevalent effect on our
remanufacturing facility in Springfield, and accordingly, we occasionally hire
temporary employees to respond to peak demand.
COMPARISON OF THE THREE MONTHS ENDED JULY 2, 2000 AND JUNE 27, 1999
Net Sales. Net sales equals gross revenues less provisions for volume
rebates, co-op advertising, freight-out expenses, and other sales allowances.
Net sales for the quarter ended July 2, 2000, totaled $44.2 million compared to
$34.1 million for the same period in 1999, an increase of $10.1 million or
29.5%. Sales in the performance segment for the second quarter of 2000 were
$38.6 million compared to $26.8 million in the second quarter of 1999, an
increase of $11.8 million or 43.8% over the second quarter of 1999. Sales in the
remanufacturing segment were $5.6 million in the second quarter of 2000 compared
to $7.3 in the second quarter of 1999, a decrease of $1.7 million, or 23.0%. The
increase in the performance segment was largely attributable to additional sales
from the Hooker, FlowTech, NOS and Earl's acquisitions of $16.9 million, offset
by reduced sales in the base business (the business owned in both periods) of
$5.1 million. Management attributes the weak second quarter demand to inventory
reduction programs in place at our larger customers in response to higher
interest rates and our improved order fill rates. The special dating and
discounting programs offered to our customers in fourth quarter also continued
to negatively effect the current demand levels for our product. In addition,
increased credits and provisions of $1.3 million for returns, rebates and other
adjustments negatively impacted sales in the base business. Sales at our Lunati
operations were down by $1.4 million, resulting from the transition from direct
consumer sales to selling through our existing distributor network. The
decreased sales in the remanufacturing segment primarily resulted from decreased
demand.
Gross Profits. Gross profits for the second quarter of 2000 totaled
$15.4 million or 34.8% of net sales compared to gross profits of $11.8 million
of 34.6% of net sales for the same quarter in 1999. This represents an increase
of $3.6 million, or 30.3%. In the performance segment, gross profits were $14.3
million or 37.1% of net sales compared to $9.5 million or 35.3% of net sales for
the second quarter of 1999. This is an increase of $4.8 million or 51.2%. In the
remanufacturing segment, gross profits were $1.1 million or 19.2% of sales in
the second quarter of 2000 compared to $2.3 million or 32.2% of sales for the
same period in 1999. This is a decrease of $1.3 million or 54.1%. The increase
in the performance segment is attributable to gross profits contributed by the
Hooker, FlowTech, NOS and Earl's acquisitions of $8.8 million offset by reduced
gross profit in the base business of $4.0 million. Of the base business
decrease, $2.3 million is attributable to decreased volume and increased
returns, $0.4 is due to increased provision for rebates and co-op advertising
allowances, $0.3 million is due to reduced gross profit margins at our Lunati
operations, $0.7 million due to reduced absorption of fixed costs and $0.3
million is due to increased warranty expense. Of the decreased gross profit in
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the remanufacturing segment, $0.6 million is attributable to decreased sales
volume and $0.5 million is due to decreased absorption of fixed costs.
Selling, General and Administrative Expenses. Selling, general, and
administrative expenses for the three months ended July 2, 2000 totaled $10.2
million compared to $6.0 million in the same period in 1999, an increase of $4.2
million or 68.9%. The increase is mostly attributable to $2.3 million of
additional expenses from the Hooker, FlowTech, NOS and Earl's acquisitions, and
$1.9 million of additional expenses from the base business. The increased
expenses in the base business include $0.5 million in increased marketing and
advertising expense, increased cash discounts of $0.7 million as a result of
increased sales, higher depreciation expense of $0.1 million and higher
commissions of $0.6 million. The higher commissions reflected the changeover
from an internal field sales force to independent third party sales
representatives.
Plant relocation costs. Plant relocation costs for the three months
ended July 2, 2000 totaled $0.1 million compared to $0.1 million in the same
period in 1999. These costs result from expenses incurred in the
integration of acquisitions.
Amortization Expense. Amortization expense for the three months ended
July 2, 2000 totaled $1.4 million compared to $0.9 million for the same period
in 1999. These expenses reflect the amortization of goodwill, transaction fees,
and other intangible assets associated with the purchase of Holley by KHPP
Holdings, and the subsequent acquisitions of Weiand, Lunati, Hooker, FlowTech,
NOS and Earl's.
Operating Income. Operating income for the three months ended July 2,
2000 totaled $3.7 million compared to $4.9 million in the same period in 1999, a
decrease of $1.2 million or 23.6%. The decrease primarily resulted from
increased selling, general and administrative expenses and increased
amortization expenses partially offset by increased sales and gross profits.
Interest Expense. Interest expense was $6.2 million for the three
months ended July 2, 2000 compared to $2.3 million in the same period in 1999.
The expense resulted from interest on our Company's revolving credit facility,
and the accrual of interest associated with our 12 1/4% senior notes due 2007
issued in September 1999. The revolving letter of credit is used to finance
general business and working capital needs. The proceeds from the sale of our
senior notes were used to pay back the existing bank term loans and to finance
our 1999 acquisitions.
Provision/(benefit) for Income Taxes. Benefit for income taxes for the
three months ended July 2, 2000 was $(1.0) million compared to a $1.2 million
provision in the same period in 1999. The benefit in 2000 results from taxable
income being negative primarily due to increased interest expense.
Net Income/(Loss). Net loss for the three months ended July 2, 2000
was $(1.6) million compared with net income of $1.3 million for the same period
in 1999. This represents a decrease of $2.9 million. The decrease reflects
increased interest expense of $3.9 million and reduced operating income of $1.2
million partially offset by the increased income tax benefit of $2.2 million.
COMPARISON OF THE SIX MONTHS ENDED JULY 2, 2000 AND JUNE 27, 1999
Net Sales. Net sales for the six months ended July 2, 2000 totaled
$83.3 million compared to $64.9 million for the same period in 1999, an increase
of $18.3 million or 28.2%. For the six month period ended July 2, 2000, sales in
the performance segment were $70.7 million compared to $51.8 million in the same
period in 1999, an increase of $18.9 million or 36.5%. Sales in the
remanufacturing segment were $12.5 million compared to $13.1 million in the same
period in 1999, a decrease of $0.6 million or 4.4%. The increase in the
performance
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segment was largely attributable to additional sales from the Hooker, FlowTech,
NOS and Earl's acquisitions of $29.5 million, offset by reduced sales in the
base business (the business owned in both periods) of $10.6 million. Management
attributes the weak demand in the first six months base business to inventory
reduction programs at some of our larger customers in response to higher
interest rates and our improved order fill rates. Special dating and discounting
programs offered in the fourth quarter of 1999 shifted orders out of the first
six months of 2000. Increased credits and provisions for returns and other sales
adjustments reduced sales in the base business by $2.8 million. In addition,
sales at our Lunati operations were down by $2.9 million, resulting from the
transition from direct consumer sales to selling through our existing
distributor network. The decreased sales in the remanufacturing segment
primarily resulted from decreased demand.
Gross Profits. Gross profits for the six months ended July 2, 2000
totaled $28.0 million or 33.6% of net sales compared to $22.4 million or 34.4%
of sales for the same period in 1999. This is a difference of $5.6 million or
25.1%. In the performance segment, gross profits were $25.1 million or 35.5%
of sales compared to $18.6 million or 36.0% of sales in the same period in
1999. This is an increase of $6.5 million or 34.8%. In the remanufacturing
segment, gross profits were $2.8 million or 22.6% of sales compared to $3.7
million or 28.4% of sales in the same period in 1999. This is a decrease of
$0.9 million or 23.9%. The increase in the performance segment is attributable
to gross profits contributed by the Hooker, FlowTech, NOS and Earl's
acquisitions of $12.4 million offset by reduced gross profit in the base
business of $5.8 million. Of the base business decrease, $2.8 million is
attributable to decreased volume and increased returns, $1.4 million is due to
increased provision for rebates and co-op advertising allowances, $0.6 million
is due to reduced gross profit margins at our Lunati operations, $0.7 million
is due to increased warranty expense, and $0.3 million is due to reduced
absorption of fixed costs. Of the decreased gross profit in the remanufacturing
segment, $0.3 million is attributable to decreased sales volume and $0.5
million is due to decreased absorption of fixed costs.
Selling, General and Administrative Expenses. Selling, general, and
administrative expenses for the six months ended July 2, 2000 totaled $19.9
million compared to $12.3 million in the same period in 1999, an increase of
$7.6 million or 61.9%. The increase is mostly attributable to $4.3 million of
additional expenses from the Hooker, FlowTech, NOS and Earl's acquisitions, and
$3.3 million of additional expenses from the base business. The increased
expenses in the base business include $1.0 million in increased marketing and
advertising expense, increased cash discounts of $1.1 million as a result of
increased sales, higher commissions of $0.7 million, higher professional fees of
$0.4 million and higher depreciation expense of $0.1 million.
Plant relocation costs. Plant relocation costs for the six months
ended July 2, 2000 totaled $0.2 million compared to $0.4 million in the same
period in 1999. These costs result from one-time expenses incurred in the
integration of acquisitions.
Amortization Expense. Amortization expense for the six months ended
July 2, 2000 totaled $2.7 million compared to $1.8 million for the same period
in 1999. These expenses reflect the amortization of goodwill, transaction fees,
and other intangible assets associated with the purchase of Holley by KHPP
Holdings and the subsequent acquisitions of Weiand, Lunati, Hooker, FlowTech,
NOS and Earl's.
Operating Income. Operating income for the six months ended July 2,
2000 totaled $5.2 million compared to $7.9 million in the same period in 1999,
a decrease of $2.7 million or 34.4%. The decrease primarily resulted from
increased selling, general and administrative expenses and increased
amortization expenses partially offset by increased sales and gross profits.
Interest Expense. Interest expense was $12.0 million for the six
months ended July 2, 2000 compared to $4.3 million in the same period in 1999.
The expense resulted from interest on our Company's revolving credit facility,
and the accrual of interest associated with our 12 1/4% senior notes due 2007
issued in September 1999.
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The revolving letter of credit is used to finance general business and working
capital needs. The proceeds from the sale of our senior notes were used to pay
back the existing bank term loans and to finance our 1999 acquisitions.
Provision/(benefit) for Income Taxes. Benefit for income taxes for the
six months ended July 2, 2000 was $(2.2) million compared to a $2.0 million
provision in the same period in 1999. The benefit in 2000 results from taxable
income being negative primarily due to increased interest expense.
Net Income/(Loss). Net loss for the six months ended July 2, 2000 was
$(4.7) million compared with net income of $1.5 million for the same period in
1999, a decrease of $6.3 million. The decrease reflects increased interest
expense of $7.7 million and reduced operating income of $2.7 million partially
offset by the increased income tax benefit of $4.2 million.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities. Net cash provided/(used) by operating activities
for the six months ended July 2, 2000 was $(0.7) million. The decrease in net
income and increased working capital requirements contributed primarily to the
increase in net cash used by operating activities in the period. Inflows from
depreciation and amortization of $6.7 million were offset by outflows due to
increased working capital of $0.3 million, deferred income taxes of $2.4 million
and a net loss of $4.7 million. The increase in working capital was primarily
attributable to increased inventories of $5.5 million resulting from lower than
anticipated sales, partially offset by decreased accounts receivable of $0.8
million; decreased other assets of $3.4 million primarily due to receipt of
income tax refunds; increased accounts payable of $0.8 million, and increased
accrued liabilities of $0.2 million.
Investing Activities. Net cash used in investing activities for the
six months ended July 2, 2000 was $3.1 million. We spent $2.4 million on
capital additions during the period, and $0.7 million on asset purchases.
Financing Activities. Net cash provided by / (used in) financing
activities the three months ended July 2, 2000 was $3.2 million. Cash provided
in the period was primarily due to the proceeds from additional bank debt
incurred for acquisitions and working capital needs of $3.8 million offset by
the payment of fees associated with the amendment of our existing bank facility
of $0.6 million.
Our primary sources of liquidity are funds generated by operations and
borrowings under our bank credit facility. Holley is dependent on the revolving
line of credit facility to fund its working capital needs. Based on our
projections, we believe that we will be in compliance with the quarterly
financial ratio covenants during 2000 and that the revolving line of credit
facility will be adequate to fund our working capital needs during 2000.
However, should the revolving line of credit become unavailable or should we
fail to meet our projected results, we may be forced to seek additional sources
of financing in order to fund our working capital needs.
We historically have expanded our business through the acquisition of
other related and complementary businesses, and we continue to seek and
evaluate acquisition opportunities. We anticipate that our existing capital
resources and cash flow generated from future operations, proceeds from the
offering, and drawings under our bank credit facility will enable us to
maintain our planned operations, capital expenditures and debt service for the
foreseeable future. We also anticipate that implementing our acquisition
strategy will require us to incur additional indebtedness. However, our current
indenture and bank credit facility terms, as well as our current level of
indebtedness, would significantly limit or prevent incurrence of any
substantial indebtedness.
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Bank Credit Facility. In May 1998, we established a senior secured
credit facility with a group of banks led by Credit Agricole Indosuez, which
after certain amendments consists of a $35.0 million revolving credit facility.
On March 8, 2000, this facility was amended to increase the available amount
from $25.0 million to $35.0 million. As of July 2, the Company had $20.5
million outstanding and $14.5 million available under this facility. On August
9, 2000, the credit facility was further amended to revise certain financial
and other covenants effective June 30, 2000, and as of June 30, 2000, the
company is in compliance with all the facility's covenant and other
requirements, as amended.
We may borrow from time to time under the revolving credit facility
for working capital purposes, and all outstanding borrowings thereunder must be
repaid in full by June 2003. Loans under our bank credit facility bear
interest, at our option, at one of two floating rates which can be changed at
our option from time to time: either a base rate, based on Credit Agricole
Indosuez' announced "prime rate," or 1/2% per annum in excess of the Federal
Funds Rate, plus an additional 1.0% per annum, or the reserve adjusted London
Interbank Offered Rate plus an additional 2.5%. The bank credit facility
contains various covenants made by Holley, including covenants prohibiting or
limiting our ability to:
- incur additional debt;
- grant liens; or
- sell our assets, together with financial covenants and information
reporting requirements we must meet.
During the term of the bank facility, Holley, on a consolidated basis,
will be required to maintain a minimum EBITDA level as well as certain
financial ratios, including: (1) a ratio of debt to EBITDA, whereby EBITDA is
defined as net income before provision for interest, tax, depreciation or
amortization expense and (2) a ratio of EBITDA to interest expense, in each
case, on a trailing four-quarter basis. Any borrowings under the revolving
credit facility will be limited to the lesser of $35.0 million or 75% of the
eligible accounts receivable and 55% of the eligible inventory of Holley and
its subsidiaries.
Our bank credit facility is guaranteed by all of Holley's
subsidiaries, and is secured by a first priority security interest in favor of
the bank lenders in the capital stock of Holley and its subsidiaries and in
each of their accounts receivable and inventory.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to interest rate changes is primarily related to
its variable rate debt which may be outstanding from time to time under the
Company's revolving credit facility with a group of banks led by Credit
Agricole Indosuez. The Company's revolving credit facility is a $35 million
line of credit with an interest rate based on the London Interbank Offered Rate
(LIBOR) (currently 7.02%) or the prime rate (currently 9.50%). The term of this
facility is through June 2003. Because the interest rate on the revolving
credit facility is variable, the Company's cash flow may be affected by
increases in the prime rate. Management does not, however, believe that any
risk inherent in the variable-rate nature of the loan is likely to have a
material effect on the Company. As of the end of the second quarter of 2000,
the Company's outstanding balance on the Revolving Credit Facility was $20.5
million. Even if the Company was to draw down on the entire available amount of
the line prior and an unpredicted increase in the prime rate occurred, it would
not be likely to have a material effect.
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SENSITIVITY ANALYSIS. To assess exposure to interest rate changes, the
Company has performed a sensitivity analysis assuming the Company had drawn the
full $35 million balance available under the Revolving Line of Credit. If the
prime rate rose 100 basis points, the increase in the monthly interest payment
would equal $29,167. The Company does not believe the risk resulting from such
fluctuations is material nor that the payment required would have material
effect on cash flow.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In May 1999, Union Pacific filed an action against Weiand and others
in federal district court for the Central District of California alleging that
certain soil and groundwater contamination discovered on the Union Pacific
property in Los Angeles migrated from the adjacent Weiand facility and,
therefore, Weiand is responsible for costs related to investigation and
remediation. Union Pacific seeks damages of approximately $3 million from all
defendants for past and expected future costs. At this time, we are unable to
assess the likelihood of an unfavorable outcome or, in the event of such an
outcome, the amount of any resulting liability. We are investigating the claims
of Union Pacific and the property owner and are defending them vigorously.
Recently, we discovered possibly significant soil contamination on the Weiand
property, which has not yet been confirmed or assessed. The property owner may
assert claims for damage to the property. Holley intends to defend any such
claims vigorously.
Holley has been named as defendants in a number of legal actions
arising from normal business activities. Although the amount of any ultimate
liability with respect to such matters cannot be precisely determined, we do
not expect any such liability to have a material adverse effect of our overall
operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10.2 - Amendment No. 2 to our bank credit agreement
(b) Exhibit 27 - Financial Data Schedule (for SEC use only);
(c) Reports on Form 8-K - None.
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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, thereunto duly authorized.
<TABLE>
<S> <S>
Holley Performance Products Inc.
Date: August 15, 2000 /s/ JEFFREY G. KING
-----------------------------------
Jeffrey G. King, President and
Chief Executive Officer
Date: August 15, 2000 /s/ ROBERT L. WINELAND
-----------------------------------
Robert L. Wineland, Chief Financial
Officer
(principal financial officer)
</TABLE>
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