<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 APRIL 1, 2001

                                       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.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                       61-1291482
--------------------------------------------------------------------------------
        (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

   1801 RUSSELLVILLE ROAD, POST OFFICE BOX 10360, BOWLING GREEN, KY 42102-7360
--------------------------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                  270-782-2900
--------------------------------------------------------------------------------
                  (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 April 1,
2001.






<PAGE>   2



                        HOLLEY PERFORMANCE PRODUCTS INC.

                           Annual Report on Form 10-Q
                   For the Three Months Ended April 1, 2001
                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                    Page No
                                                                                                    -------

<S>      <C>                                                                                        <C>
                                            PART I

Item 1.  Financial Statements....................................................................       3
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations...      12
Item 3.  Quantitative and Qualitative Disclosures About Market Risk..............................

                                            PART II

Item 1.  Legal Proceedings.......................................................................      17
Item 6.  Exhibits and Reports on Form 8-K........................................................      17

SIGNATURES.......................................................................................      18
</TABLE>


                                       2
<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,      APRIL 1,
                                                                              2000           2001
                                                                          ------------    ----------
<S>                                                                        <C>            <C>
                               ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                              $    6,967     $       --
    Accounts receivable, net of reserves for doubtful accounts of
         $964 and $904, respectively                                           27,573         27,085
    Inventories                                                                34,759         39,159
    Deferred income taxes                                                       3,514          3,514
    Income taxes receivable                                                     1,305             47
    Other current assets                                                        1,020          1,794
                                                                           ----------     ----------
          Total current assets                                                 75,138         71,599

PROPERTY, PLANT AND EQUIPMENT, NET                                             32,791         30,686
INTANGIBLE ASSETS, NET                                                        156,700        155,157
                                                                           ----------     ----------
          Total assets                                                     $  264,629     $  257,442
                                                                           ==========     ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt                                      $    3,714     $    3,708
    Accounts payable                                                           11,833         13,829
    Accrued liabilities                                                        19,257         14,568
                                                                           ----------     ----------
          Total current liabilities                                            34,804         32,105
                                                                           ----------     ----------

LONG-TERM DEBT, NET OF CURRENT PORTION                                        180,668        180,063
                                                                           ----------     ----------
DEFERRED INCOME TAXES                                                          16,841         15,847
                                                                           ----------     ----------
OTHER                                                                             537            537
                                                                           ----------     ----------

COMMITMENTS AND CONTINGENCIES                                                      --             --
                                                                           ----------     ----------
                  TOTAL LIABILITIES                                           232,850        228,552
                                                                           ----------     ----------

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                                                          (20,721)       (23,610)
                                                                           ----------     ----------
          Total stockholder's equity                                           31,779         28,890
                                                                           ----------     ----------
          Total liabilities and stockholder's equity                       $  264,629     $  257,442
                                                                           ==========     ==========
</TABLE>


              The accompanying notes are an integral part of these
                          consolidated balance sheets.


                                       3
<PAGE>   4


                HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                   APRIL 2, 2000     APRIL 1, 2001
                                                  ---------------   ---------------


<S>                                               <C>               <C>
NET SALES                                            $   39,466        $   35,419

COST OF SALES                                            26,885            24,485
                                                     ----------        ----------
          Gross profit                                   12,581            10,934
                                                     ----------        ----------

SELLING, ENGINEERING,
    GENERAL AND
    ADMINISTRATIVE EXPENSES                               9,666             7,539

PLANT RELOCATION COSTS                                       92                --

AMORTIZATION EXPENSE                                      1,364             1,413
                                                     ----------        ----------
TOTAL OPERATING EXPENSES                                 11,122             8,952
                                                     ----------        ----------
          Operating income                                1,459             1,982
                                                     ----------        ----------

INTEREST EXPENSE                                          5,804             5,827

OTHER EXPENSE                                                --                28
                                                     ----------        ----------

LOSS BEFORE TAXES                                        (4,345)           (3,873)

INCOME TAX BENEFIT                                       (1,237)             (984)
                                                     ----------        ----------

NET LOSS                                             $   (3,108)       $   (2,889)
                                                     ==========        ==========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>   5



                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, 2000        $  1    $ 52,499    $(20,721)    $ 31,779

    Net loss                        --          --      (2,889)      (2,889)
                                  ----    --------    --------     --------
BALANCE, APRIL 1, 2001            $  1    $ 52,499    $(23,610)    $ 28,890
                                  ====    ========    ========     ========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>   6

                HOLLEY PERFORMANCE PRODUCTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                     JANUARY 1, 2000    JANUARY 1, 2001
                                                                                           TO                 TO
                                                                                      ARPIL 2, 2000      APRIL 1, 2001
                                                                                     ---------------    ---------------
<S>                                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                              $   (3,108)       $   (2,889)
  Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                         2,989             3,794
       Amortization of debt discount                                                           211               171
       Deferred income taxes                                                                (1,260)             (994)
       Changes in assets and liabilities, net of assets purchased:
            Accounts receivable                                                               (769)              488
            Inventories                                                                     (4,970)           (4,400)
            Other assets                                                                     1,149               614
            Accounts payable                                                                 6,028             1,996
            Accrued liabilities                                                             (3,398)           (4,690)
                                                                                        ----------        ----------
               Net cash used in operating activities                                        (3,128)           (5,910)
                                                                                        ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                      (1,320)             (275)
  Cash paid for acquisitions                                                                  (679)               --
                                                                                        ----------        ----------
               Net cash used in investing activities                                        (1,999)             (275)
                                                                                        ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds on long-term obligations                                                      4,968                --
  Financing costs                                                                             (457)               --
  Principal payments on long-term obligations                                                   --              (782)
                                                                                        ----------        ----------

               Net cash provided by (used in) financing activities                           4,511              (782)
                                                                                        ----------        ----------

NET CHANGE IN CASH                                                                      $     (616)       $   (6,967)

BALANCE AT BEGINNING OF PERIOD                                                               1,359             6,967
                                                                                        ----------        ----------
BALANCE AT END OF PERIOD                                                                $      743        $       --
                                                                                        ==========        ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest                                                              $    9,810        $    9,689
                                                                                        ==========        ==========
    Cash received for income taxes                                                      $       --        $   (1,257)
                                                                                        ==========        ==========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       6
<PAGE>   7

                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, 2000 and April 1, 2001, and
the consolidated statements of operations for the three month periods ended
April 2, 2000 and April 1, 2001, and the consolidated statements of cash flows
for the three month periods ended April 2, 2000 and April 1, 2001 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 April 2, 2000 and April 1,
2001 and for all periods presented have been made. The results of operations for
the periods ended April 1, 2001 are not necessarily indicative of the operating
results to be expected for the full year.

In 2001, management has implemented actions designed to increase net sales and
gross profit while controlling operating expenses. The Company is dependent on
its revolving credit facility to fund its working capital needs. The Company's
ability to operate within the cash available under its revolving credit facility
and to comply with the restrictive financial covenants required under that
facility are dependent on improved net income and reductions in the level of
working capital necessary to operate the business.

The Company is in compliance with the revolving credit facility's quarterly
financial ratio covenant for the period ending April 1, 2001. Management
believes that the Company will be in compliance with the revolving credit
facility's quarterly financial ratio covenant during the remainder of 2001, and
that the revolving credit facility will be adequate to allow the Company to fund
its working capital needs during 2001. However, should the revolving credit
facility become unavailable or the Company fail to meet its projected results,
the Company may be forced to seek additional sources of financing in order to
fund its working capital needs.

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, remanufactured carburetors,
camshafts, crankshafts, pistons, superchargers, exhaust headers, mufflers,
engine plumbing products, and nitrous oxide systems. 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, and
performance products for the powersport and motorcycle markets.


2.       INVENTORIES

Inventories of the Company consist of the following:



<TABLE>
<CAPTION>
                                     DECEMBER 31,   APRIL 1,
                                         2000         2001
                                     ------------  ----------


         <S>                         <C>           <C>
         Raw materials                 $ 10,697     $ 10,258
         Work-in-progress                 7,689        6,808
         Finished Goods                  15,903       21,222
         Other                              470          871
                                       --------     --------
            Net Inventories            $ 34,759     $ 39,159
                                       ========     ========
</TABLE>


                                       7
<PAGE>   8

3.       PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment of the Company consist of the following:



<TABLE>
<CAPTION>
                                                    DECEMBER 31,   APRIL 1,
                                                        2000         2001
                                                    ------------  ----------


         <S>                                        <C>           <C>
         Land                                         $    360     $    360
         Buildings and improvements                     11,537       11,537
         Machinery and equipment                        28,928       28,868
         Computer equipment                              3,849        3,849
         Furniture and fixtures                          1,835        1,835
         Construction in process                           800        1,136
                                                      --------     --------
                                                        47,309       47,585
            Less: accumulated depreciation             (14,518)     (16,899)
                                                      --------     --------
                                                      $ 32,791     $ 30,686
                                                      ========     ========
</TABLE>


Depreciation expense was $1,625 and $2,381 for the three months ended April 2,
2000 and April 1, 2001,respectively.

4.       ACCRUED LIABILITIES

Accrued liabilities of the Company consist of the following:



<TABLE>
<CAPTION>
                                                         DECEMBER 31,   APRIL 1,
                                                             2000         2001
                                                         ------------   --------


         <S>                                             <C>            <C>
         Wages and benefits                                $  4,719     $  5,979
         Reserve for product returns                          3,423        3,100
         Allowance for outstanding rebate programs            1,856          866
         Interest                                             5,391        1,088
         Other                                                3,868        3,535
                                                           --------     --------
             TOTAL                                         $ 19,257     $ 14,568
                                                           ========     ========
</TABLE>


                                       8
<PAGE>   9





5.     LONG-TERM DEBT

Long-term debt of the Company consists of the following:



<TABLE>
<CAPTION>
                                                                      December 31,       April 1,
                                                                         2000              2001
                                                                      ------------       --------
        <S>                                                           <C>                <C>

        Secured revolving line of credit facility due to a bank;
           interest due quarterly at a variable rate based on
           LIBOR or Prime at the Company's option, plus the
           applicable margin rate (8.1% at April 1, 2001);
           maturing December 28, 2005                                  $ 34,650          $ 33,936

        Senior notes; interest payable semi-annually in March
           and September at 12.25%; maturing September 15,
           2007; net of debt discount of $4,624 and $4,453,
           respectively                                                 145,376           145,547
        Other long-term obligations                                       4,356             4,288
                                                                       --------          --------
                                                                        184,382           183,771
        Less: current portion                                            (3,714)           (3,708)
                                                                       --------          --------
                                                                       $180,668          $180,063
                                                                       ========          ========
</TABLE>

In December 2000, the Company entered into a credit arrangement with a bank (the
"Credit Arrangement") which includes both a revolving credit facility (the
"Revolving Credit Facility") and a term loan to be utilized for capital
expenditures (the "Term Loan"). Maximum borrowings available under the Revolving
Credit Facility are $36,000 subject to limitations based on eligible accounts
receivable and inventory as defined in the Credit Arrangement (the "Borrowing
Base"). Beginning in April 2001, the Company will be required to maintain
minimum availability levels under the Revolving Credit Facility of up to $2,000
based on earnings levels as defined in the agreement. As of April 1, 2001,
all amounts outstanding under the Revolving Credit Facility that are in excess
of management's projected minimum Borrowing Base for 2001, have been classified
as current in the accompanying consolidated balance sheets. The Revolving Credit
Facility is secured by substantially all assets of the Company.

Under the terms of the Credit Arrangement upon achieving a minimum ratio of
earnings before interest, taxes, depreciation and amortization to fixed charges
(as defined in the Credit Arrangement), the Company will become eligible to
borrow up to $5,000 under the Term Loan to be used to fund capital expenditures.
Borrowings under the Term Loan will mature in 2005. As of April 1, 2001, no
amounts were outstanding or available under the Term Loan as the Company had not
achieved the required minimum financial ratio.

At April 1,2001, the Company had borrowings of $33.9 million outstanding under
the Revolving Credit Facility and $0.9 million of unused credit availability.

Beginning in 2001, the Revolving Credit Facility will require the Company to
comply with a minimum interest coverage ratio. Minimum interest coverage ratios
are 1.0:1 from closing to March 31, 1.0:1, to June 30, 2001 and September 30,
2001 and 1.15:1 to December 31, 2001. Company was in compliance with its minimum
interest coverage ratio at April 1, 2001. The Credit Arrangement also requires
mandatory principal prepayments from any proceeds from the sale of the Company's
assets or common stock.

On September 20, 1999, the Company issued $150,000 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 Senior Notes are unsecured and subordinate
to the Company's other indebtedness. The proceeds from the Senior Notes were
used to repay existing indebtedness and to fund the acquisitions of FlowTech,
NOS and Earl's in October 1999.


                                       9
<PAGE>   10

6.       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
stand alone 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 polices 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.


                                       10
<PAGE>   11



Summarized financial information concerning the Company's operating measures for
the reportable segments are shown in the following table:



<TABLE>
<CAPTION>
                                           PERFORMANCE     REMANUFACTURED
                                              PARTS             PARTS       TOTAL
                                           -----------     --------------  --------
<S>                                        <C>             <C>             <C>


JANUARY 1, 2000 TO APRIL 2, 2000
         Revenues                            $ 32,507         $  6,959     $ 39,466
         Gross margin                          10,820            1,761       12,581

JANUARY 1, 2001 TO APRIL 1, 2001
         Revenues                            $ 30,091         $  5,328     $ 35,419
         Gross margin                           9,886            1,048       10,934
</TABLE>


Summary balance sheet data for inventory and fixed assets for each of the
Company's reportable segments as of December 31, 2000 and April 1, 2001 are
shown in the following table:



<TABLE>
<CAPTION>
                                 PERFORMANCE   REMANUFACTURED
                                    PARTS          PARTS            TOTAL
                                 -----------   --------------      --------
<S>                              <C>           <C>                 <C>


AS OF DECEMBER 31, 2000
         Inventory                 $ 31,108       $  3,651         $ 34,759
         Fixed assets                30,467          2,324           32,791

AS OF APRIL 1, 2001
         Inventory                 $ 35,763       $  3,396         $ 39,159
         Fixed assets                28,497          2,189           30,686
</TABLE>


7.       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, Union Pacific filed an action against Weiand and others in U.S.
District Court for the Central District of California, alleging that certain
soil and groundwater contamination discovered on the Union Pacific property in
Los Angeles had migrated from the adjacent former Weiand facility, and that
Weiand therefore is responsible for costs related to environmental response,
investigation and remediation. In the litigation, Union Pacific sought damages
of approximately $3 million from all defendants for past and expected future
costs. In the same action, Joan F. Weiand, owner of the property on which the
facility which was operated by Weiand Automotive is located and a co-defendant
in this case, filed a cross-complaint against Weiand Automotive for breach of
written indemnity and declaratory relief. Ms. Weiand alleged that written leases
pursuant to which Weiand Automotive leased the facility for its operations
obligated Weiand Automotive to indemnify Joan Weiand for the claims alleged by
Union Pacific against Ms. Weiand.

Weiand has settled its claims with Joan Weiand and has reached a settlement in
principle with Union Pacific, which has not yet been finalized. All of the funds
needed for the settlement with Joan Weiand and with Union Pacific will be paid
out of Holley's insurance policy coverage at no cost to Holley.

Weiand is also required, as part of the settlements with Joan Weiand and with
Union Pacific, to participate in the environmental investigation and remediation
of the former Weiand facility property to prevent alleged off-site migration of
hazardous substances from the property. Weiand is engaged in discussions with
Joan Weiand and with the California Department of Toxic Substances Control
("DTSC") concerning appropriate and necessary investigation and remediation
activities at the site. Management has had environmental studies performed and
has provided an adequate reserve for the remediation based on the results of
those studies.

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.


                                       11
<PAGE>   12


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.


8.        COMPREHENSIVE INCOME

SFAS No. 130, "Reporting Comprehensive Income," established standards for
reporting and displaying comprehensive income and its components in a full set
of general purpose financial statements. Comprehensive income (loss)
encompasses all changes in stockholder's equity (except those arising from
transactions with owners) and includes net income, net unrealized capital gains
or losses on available for sale securities and foreign currency translation
adjustments. Comprehensive loss for the periods ending April 2, 2000 and
April 1, 2001 was the same as net loss for the Company.


9.        NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," effective, as
amended, for fiscal years beginning after June 15, 2000. SFAS No. 133 requires
that all derivative financial instruments, such as interest rate swap
agreements, be recognized in the consolidated financial statements and
measured at fair value regardless of their intended use. Changes in the fair
value of the derivative financial instruments would then be recognized
periodically in operations or stockholder's equity (as a component of other
comprehensive income) depending on whether the derivative is being used to
hedge changes in fair value or cash flows. The Company adopted the provisions
of SFAS No. 133 effective January 1, 2001. Such adoption did not have a
material effect on the Company's results of operations or financial position.

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,
2000.

"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 ether 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 describe 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, ignition, exhaust 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, superchargers, exhaust systems, headers,
mufflers and motorcycle exhaust pipes, cylinder heads, water pumps, billet
throttle bodies, nitrous oxide injection systems and performance automotive
plumbing products. In the performance automotive aftermarket, we have the most
widely recognized brand names 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


                                       12
<PAGE>   13

each 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 Company's previous credit
facilities and to fund certain acquisitions in October 1999.

SEASONALITY

Generally our performance products operations experience the slight seasonal
trends prevalent in the performance automotive aftermarket industry.
Historically, our revenues are highest in the second fiscal quarter, marking the
beginning of the racing season and outdoor automotive repair activities.
However, seasonality has a greater effect on our remanufacturing operation in
Springfield, Tennessee, requiring the occasional hiring of temporary employees
to respond to peak demand.

COMPARISON OF THE THREE MONTHS ENDED APRIL 1, 2001 AND APRIL 2, 2000

         Net Sales. Net sales equals gross revenues less provisions for volume
rebates, co-op advertising, and other sales allowances. Net sales for the
quarter ended April 1, 2001 totaled $35.4 million compared to $39.5 million for
the same period in 2000, a decrease of $4.1 million or 10.4%. Sales in the
performance segment for the first quarter of 2001 were $30.1 million compared to
$32.5 million in the first quarter of 2000, a decrease of $2.4 million or 7.4%
over the first quarter of 2000. Sales in the remanufacturing segment were $5.3
million in the first quarter of 2001 compared to $7.0 in the first quarter of
2000, a decrease of $1.7 million, or 24.3%. The decrease in the performance and
manufacturing segment was largely attributable to weak demand for Holley's
products early in the quarter, as our channels of distribution adjusted their
inventories downward in response to the general economic slow down.

         Gross Profits. Gross profits for the first quarter of 2001 totaled
$10.9 million or 30.9% of net sales compared to gross profits of $12.6 million
or 31.9% of net sales for the same quarter in 2000. This represents a decrease
of $1.7 million, or 13.4%. In the performance segment, gross profits were $9.9
million or 32.8% of net sales compared to $10.8 million or 33.3% of net sales
for the first quarter of 2000. This is a decrease of $0.9 million or 8.3%. The
decrease in the performance segment is attributable to the impact of a $4.1
million decrease in sales volume for the first quarter of 2001 and a weakness in
demand for certain high margin products during January. In the remanufacturing
segment, gross profits were $1.0 million or 18.9% of sales in the first quarter
of 2001 compared to $1.8 million or 25.7% of sales for the same period in 2000.
This is a decrease of $0.8 million or 44.4%. The decrease in the remanufacturing
segment is due to continued decline in demand for special order products in the
first quarter of 2001.

         Selling, Engineering, General and Administrative Expenses. Selling,
engineering, general, and administrative expenses for the three months ended
April 1, 2001 totaled $7.5 million or 21.2% of net sales compared to $9.7
million or 24.6% of net sales for the same period in 2000, a decrease of $2.2
million or 22.7%. The decrease is attributable primarily to $1.4 million or
14.4% reduction in expenses from the Hooker, Flowtech, NOS and Earl's
acquisitions and $0.8 million or 8.2% in other base business expense reductions.
The decreased expenses in the base business include reduced marketing and
advertising expenses of $0.3 million or 3.1%, decreased G&A expenses of $0.2
million or 2.1% and reduced R&D expenses of $0.1 million or 1.0%.

                                       13
<PAGE>   14
         Amortization Expense. Amortization expense for the three months ended
April 1, 2001 totaled $1.4 million or 4.0% of net sales compared to $1.4 million
or 3.5% of net sales for the same period in 2000. The 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.

         Operating Income. Operating income for the three months ended April 1,
2001 totaled $2.0 million or 5.6% of net sales compared to $1.5 million or 3.8%
of net sales in the same period in 2000, an increase of $.5 million or 33.3%.
The increase primarily resulted from decreased selling, engineering, general and
administrative expenses.

         Interest Expense. Interest expense, including the amortization of the
bond discount was $5.8 million or 16.4% of net sales, for the three months ended
April 1, 2001 compared to $5.8 million of net sales or 14.7% for the same period
in 2000. The expense resulted from interest on our Company's revolving credit
facility and the accrual of interest associated with our 12.25% senior notes due
2007 issued in September 1999. The revolving credit facility is used to finance
general business and working capital needs.

         Benefit for Income Taxes. Benefit for income taxes for the three months
ended April 1, 2001 was ($0.9) million or 2.5% of net sales compared to ($1.2)
million or 3.0% of net sales in the same period in 2000.

         Net Loss. Net loss for the three months ended April 1, 2001 was ($2.9)
million or 8.2% of net sales, compared to a net loss of $(3.1) million or 7.8%
of net sales for the same period in 2000, attributable primarily to the reasons
discussed above. This represents a decrease in the loss for the period of $0.2
million or 6.5%. This improvement reflects increased operating income, reduced
by increases in interest expense and a reduction in the income tax benefit.

                                       14
<PAGE>   15



LIQUIDITY AND CAPITAL RESOURCES


         Operating Activities. Net cash used in operating activities for the
three months ended April 1, 2001 was $5.9 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 $3.8 million were offset by outflows due to
increased working capital of $6.0 million, deferred income taxes of $1.0 million
and a net loss of $2.9 million. The increase in working capital was primarily
attributable to increased inventories of $4.4 million resulting from lower than
anticipated sales, decreased accounts receivable of $0.5 million, and decreased
accrued liabilities of $4.7 million, partially offset by decreased other current
assets of $0.6 million and increased accounts payable of $2.0 million.

         Investing Activities. Net cash used in investing activities for the
three months ended April 1, 2001 was $0.3 million resulting from capital
additions.

         Financing Activities. Net cash utilized by financing activities for the
three months ended April 1, 2001 was $0.8 million primarily due to the repayment
of bank debt.

         Our primary sources of liquidity are funds generated by operations and
borrowings under our bank credit facility.

         Earnings Before Interest Depreciation and Amortization (EBITDA) is a
non-GAAP concept which some investors use to measure cash generated from
operations within a given period. In the period ended April 1, 2001, EBITDA
generated from operations was $5.8 million or 16.1% of net sales, an increase of
$1.3 million or 29.5% over the same period in 2000. This increase in funds is
due to a $2.1 million reduction in S, E, G & A expenses, partially offset by
reduced gross profit primarily caused by a decrease in sales of $4.1 million
from 2000 levels.

         Holley is also dependent on the revolving line of credit facility to
fund its working capital needs. Based on our projections, we believe that we
will continue to be in compliance with the quarterly financial ratio covenants
during 2001 and that the revolving line of credit facility will be adequate to
fund our working capital needs during the year. However, should the revolving
line of credit become unavailable or should we fail to meet our projected
results, we may be forced to amend the terms of our credit facility or to seek
additional sources of financing in order to fund our working capital needs.
There can be no assurance that we can obtain such additional financing or
satisfactory terms.

         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, and drawings under our bank credit
facility will enable us to maintain our planned operations, fund capital
expenditures and service our debt for the foreseeable future. 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.

         In December 2000, we replaced our existing senior credit facility with
Credit Agricole IndoSuez, (consisting of a $35.0 million revolving credit
facility) with a 5 year, $41.0 million facility provided by Fleet Capital
Corporation that matures in December 2005. This facility is comprised of two
parts: a $36.0 million revolving credit portion and a $5.0 million term facility
to be used for fixed asset purchases as required. The revolving credit facility
has an interest coverage covenant only. During the term of the revolving credit
facility, Holley is required to have an interest coverage ratio of 1.0:1.0 from
the closing date to March 31, 2001, 1.10:1.0 from the closing date to June 30,
2001, 1.10:1.0 from the closing date to September 30, 2001, and 1.15:1.0 from
the closing date to December 31, 2001. The interest coverage ratios for the
remaining term of the loan are 1.20:1.0 for the four quarters each ending on
March 31, June 30, September 30, and December 31, 2002; 1.25:1.0 for the four
quarters each ending on March 31, June 30, September 30, and December 31, 2003,
2004 and 2005. Borrowings under the facility are limited to 75% of eligible
receivables and 55% of eligible inventories. Under the credit agreement, Holley
must have availability of $2.0 million if EBITDA on a trailing twelve month
basis is equal to or less than $28.0 million, $1.0 million if EBITDA is less
than or equal to $32.0 million but greater than $28.0 million,and $0 if greater
than $32.0 million. The initial $2.0 million availability requirement becomes
effective during April, 2001. Fleet Capital has a perfected security interest in
all the assets of Holley. Our liquidity as of April 1, 2001 consists of $0.9
million of revolving credit facility availability. The term facility can be
accessed when Holley has achieved a Fixed Charge Coverage Ratio of 1.0x on a
trailing twelve month basis. (Fixed Charge Coverage is defined as EBITDA less
non-financial fixed asset expenditures and cash taxes divided by cash interest
plus scheduled principle payments.) Under the agreement we may borrow either at
LIBOR or Base interest rates as shown in the table below.



<TABLE>
<CAPTION>
        INTEREST RATE COVERAGE       BASE RATE MARGIN         LIBOR MARGIN
        ----------------------       ----------------         ------------
        <S>                          <C>                      <C>

                 >1.25                      .75                   2.75

              1.26 - 1.50                   .50                   2.50

              1.51 - 1.75                   .25                   2.25

                 >1.75                      .00                   2.00
</TABLE>


From the first six months following the Closing Date, the outstanding principle
balance under the facilities will have interest at LIBOR plus 2.50% on Base Rate
plus 0.5%.

                                       15
<PAGE>   16


         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.


         Holley's exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under its $41.0
million credit facility with Fleet Capital. Both the revolving portion of the
$36.0 million credit facility and the $5.0 million term facility carry interest
rates which are based on the London Interbank Offered Rate or base rate. Because
the interest rate on the credit facility is variable, the Company's cash flow
may be affected by increases in either the LIBOR or 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 Holley. As of April 1, 2001,
Holley's outstanding balance on the revolving credit facility was $33.9 million.

         Sensitivity Analysis. To assess exposure to interest rate changes,
Holley has performed a sensitivity analysis assuming that it had drawn the full
$36.0 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 $30,000. Holley does not believe the risk resulting from such fluctuations
is material nor that the payment required would have material effect on cash
flow.


                                       16
<PAGE>   17


PART II- OTHER INFORMATION

ITEM 1- LEGAL PROCEEDINGS

                  In May 1999, Union Pacific filed an action against Weiand and
         others in U.S. District Court for the central district of California,
         alleging that certain soil and groundwater contamination discovered on
         the Union Pacific property in Los Angeles had migrated from the
         adjacent former Weiand Facility, and that Weiand therefore is
         responsible for costs related to environmental response, investigation
         and remediation. In the litigation, Union Pacific sought damages of
         approximately $3 million from all defendants for past and expected
         future costs. In the same action, Joan F. Weiand, owner of the property
         on which the facility which was operated by Weiand Automotive is
         located and a co-defendant in this case, filed a cross-complaint
         against Weiand Automotive for breach of written indemnity and
         declaratory relief. Ms. Weiand alleged that written leases pursuant to
         which Weiand Automotive leased the facility for its operations
         obligated Weiand Automotive to indemnify Joan Weiand for the claims
         alleged by Union Pacific against Ms. Weiand.

                  Weiand has settled its claims with Joan Weiand and has reached
         a settlement in principle with Union Pacific, which has not yet been
         finalized. All of the funds needed for the settlement with Joan Weiand
         and with Union Pacific will be paid out of Holley's insurance policy
         coverage at no cost to Holley.

                  Weiand is also required, as part of the settlement with Joan
         Weiand and with Union Pacific, to participate in the environmental
         investigation and remediation of the former Weiand Facility property to
         prevent alleged off-site migration of hazardous substances from the
         property. Weiand is engaged in discussions with Joan Weiand and with
         the California Department of Toxic Substances Control ("DTSC")
         concerning appropriate and necessary investigation and remediation
         activities at the site. Management has had environmental studies
         performed and has provided an adequate reserve for the remediation
         based on the results of those studies.


                  A satisfactory settlement agreement has been reached in the
         Hoeflick Patent Infringement Action filed by Holley in 1998. This
         settlement did not have any material effect on the financial position
         of the Company.

                  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 on our overall operations.

ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K

         (A)      REPORTS ON FORM 8-K - NONE.


                                       17
<PAGE>   18

                                   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.

                          Holley Performance Products Inc.


Date: May 15, 2001        /s/ JEFFREY G. KING
                          ------------------------------------------------------
                          Jeffrey G. King, President and Chief Executive Officer


Date: May 15, 2001        /s/ A. BRUCE REYNOLDS
                          ------------------------------------------------------
                          A. Bruce Reynolds, Chief Financial Officer
                          (principal financial officer)


                                       18