<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 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.
--------------------------------------------------------------------------------
             (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 2,
2000.

<PAGE>   2

                        HOLLEY PERFORMANCE PRODUCTS INC.

                           Quarterly Report on Form 10-Q
                    For the Three Months Ended April 2, 2000

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                              PART I                                                  Page No
                                                                                                      -------
<S>       <C>                                                                                         <C>
Item 1.   Financial Statements...................................................................         3
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations..        10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.............................        14


                                             PART II

Item 1.   Legal Proceedings......................................................................        15
Item 6.   Exhibits and Reports on Form 8-K.......................................................        15

SIGNATURES                                                                                               16
</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,     APRIL 2,
                                    ASSETS                                1999            2000
                                                                        ---------       ---------

<S>                                                                    <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents                                           $   1,359       $     743
    Accounts receivable, net of reserves for doubtful accounts of
       $1,293 and $1,076, respectively                                     28,320          29,089
    Inventories                                                            31,523          36,493
    Deferred income taxes                                                   4,531           3,267
    Income taxes receivable                                                 4,112           3,164
    Other current assets                                                    2,583           2,382
                                                                        ---------       ---------
          Total current assets                                             72,428          75,138

PROPERTY, PLANT AND EQUIPMENT, NET                                         35,712          35,407
INTANGIBLE ASSETS, NET                                                    154,323         154,096
                                                                        ---------       ---------
          Total assets                                                  $ 262,463       $ 264,641
                                                                        =========       =========
                     LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt                                   $     257       $     293
    Accounts payable                                                        9,633          15,661
    Accrued liabilities                                                    19,880          16,493
                                                                        ---------       ---------
          Total current liabilities                                        29,770          32,447
                                                                        ---------       ---------

LONG-TERM DEBT, NET OF CURRENT PORTION                                    164,448         169,591
                                                                        ---------       ---------
DEFERRED INCOME TAXES                                                      19,403          16,879
                                                                        ---------       ---------
OTHER                                                                         652             642
                                                                        ---------       ---------

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)         (7,418)
                                                                        ---------       ---------
          Total stockholder's equity                                       48,190          45,082
                                                                        ---------       ---------
          Total liabilities and stockholder's equity                    $ 262,463       $ 264,641
                                                                        =========       =========
</TABLE>



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

<PAGE>   4

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


<TABLE>
<CAPTION>
                                                                                   January 1, 1999    JANUARY 1, 2000
                                                                                         to                 TO
                                                                                    March 28, 1999     APRIL 2, 2000
                                                                                   ---------------    ---------------
<S>                                                                                <C>                <C>
NET SALES                                                                            $     30,801       $     39,051

COST OF SALES                                                                              20,249             26,470
                                                                                     ------------       ------------
          Gross profit                                                                     10,552             12,581
                                                                                     ------------       ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                6,232              9,666

PLANT RELOCATION COSTS                                                                        360                 92

AMORTIZATION EXPENSE                                                                          928              1,364
                                                                                     ------------       ------------
          Operating income                                                                  3,032              1,459
                                                                                     ------------       ------------

INTEREST EXPENSE                                                                            2,004              5,804

OTHER EXPENSE                                                                                   2                  -
                                                                                     ------------       ------------

INCOME (LOSS) BEFORE TAXES                                                                  1,026             (4,345)

INCOME TAX PROVISION (BENEFIT)                                                                796             (1,237)
                                                                                     ------------       ------------

NET INCOME (LOSS)                                                                    $        230       $     (3,108)
                                                                                     ============       ============
</TABLE>

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

<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, 1999    $  1      $52,499      $(4,310)      $ 48,190

    Net loss                     -           --       (3,108)        (3,108)
                              ------    -------      -------       --------
BALANCE, APRIL 2, 2000        $  1      $52,499      $(7,418)      $ 45,082
                              ======    =======      =======       ========
</TABLE>

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

<PAGE>   6

                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
                                                                                   March 28, 1999    APRIL 2, 2000
                                                                                  ---------------   ---------------
<S>                                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                                 $   230           $(3,108)
    Adjustments to reconcile net income (loss) to net cash provided by (used
       in) operating activities:
          Depreciation and amortization                                                 2,160             2,989
          Amortization of debt discount                                                    --               211
          Deferred income taxes                                                           272            (1,260)
          Changes in assets and liabilities, net of assets purchased:
                 Accounts receivable                                                   (4,295)             (769)
                 Inventories                                                            2,007            (4,970)
                 Other assets                                                            (224)            1,149
                 Accounts payable                                                      (2,077)            6,028
                 Accrued liabilities                                                      208            (3,398)
                                                                                      -------           -------
                    Net cash used in operating activities                              (1,719)           (3,128)
                                                                                      -------           -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                 (318)           (1,320)
    Cash paid for acquisitions                                                           (623)             (679)
                                                                                      -------           -------
                    Net cash used in investing activities                                (941)           (1,999)
                                                                                      -------           -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds (payments) on long-term obligations                                    3,000             4,968
    Financing costs                                                                        --              (457)
                                                                                      -------           -------
                    Net cash provided by financing activities                           3,000             4,511
                                                                                      -------           -------

NET CHANGE IN CASH                                                                        340              (616)

BALANCE AT BEGINNING OF PERIOD                                                          2,013             1,359
                                                                                      -------           -------
BALANCE AT END OF PERIOD                                                              $ 2,353           $   743
                                                                                      =======           =======
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for interest                                                            $    --           $ 9,810
                                                                                      =======           =======
    Cash paid for income taxes                                                        $    --           $    --
                                                                                      =======           =======
</TABLE>

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

<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 April 2, 2000 and December 31, 1999 and
the consolidated statements of operations and cash flows for the three months
ended March 28, 1999 and April 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 March 28, 1999 and April 2,
2000 and for all periods presented have been made. The results of operations for
the three months ended April 2, 2000 are not necessarily indicative of the
operating results to be expected for the full year.

Holley Performance Products Inc. (a Delaware corporation and "Holley"), 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,     APRIL 2,
                     1999           2000
                 ------------     --------
<S>              <C>              <C>
Raw materials         $16,861      $15,300
Work-in-progress        5,357        5,195
Finished goods          8,994       15,651
Other                     311          347
                      -------      -------
                      $31,523      $36,493
                      =======      =======
</TABLE>

<PAGE>   8

3. PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                  December 31,       APRIL 2,
                                                                      1999             2000
                                                                    --------         --------

         <S>                                                             <C>              <C>
         Land                                                       $    380         $    377
         Buildings and improvements                                   11,209           11,274
         Machinery and equipment                                      25,525           24,977
         Computer equipment                                            3,501            3,502
         Furniture and fixtures                                        1,348            1,276
         Construction in process                                         763            1,939
                                                                    --------         --------
                                                                      42,726           43,345
            Less: accumulated depreciation                            (7,014)          (7,938)
                                                                    --------         --------
                                                                    $ 35,712         $ 35,407
                                                                    ========         ========
</TABLE>

Depreciation expense was $1,178 and $1,625 for the three months ended March 28,
1999 and April 2, 2000, respectively.


4. ACCRUED LIABILITIES

Accrued liabilities of the Company consist of the following:

<TABLE>
<CAPTION>
                                                       December 31,     APRIL 2,
                                                           1999           2000
                                                          -------        -------

         <S>                                           <C>              <C>
         Wages and benefits                               $ 5,196        $ 6,145
         Reserve for product returns                        4,294          4,294
         Allowance for outstanding rebate programs          1,504          1,966
         Interest                                           5,177            820
         Other                                              3,709          3,268
                                                       ----------       --------
                                                          $19,880        $16,493
                                                       ==========       ========
</TABLE>

5. LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                     December 31,        APRIL 2,
                                                                         1999              2000
                                                                       ---------         ---------

         <S>                                                         <C>                 <C>
         Revolving line of credit, maturing June 27, 2003              $  17,000         $  22,000
         Senior notes, maturing September 15, 2007, net of debt
             discount of $5,284 and $5,088                               144,716           144,912
         Other                                                               659               685
         Long-term lease obligation                                        2,330             2,287
                                                                       ---------         ---------
                                                                         164,705           169,884
         Less current portion                                               (257)             (293)
                                                                       ---------         ---------
                                                                       $ 164,448         $ 169,591
                                                                       =========         =========
</TABLE>

<PAGE>   9

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 relocation 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 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.

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, 1999 TO MARCH 28, 1999
         Revenues                        $24,978        $5,823        $30,801
         Gross margin                      9,174         1,378         10,552

JANUARY 1, 2000 TO APRIL 2, 2000
         Revenues                        $32,135        $6,916        $39,051
         Gross margin                     10,820         1,761         12,581
</TABLE>

<PAGE>   10

Summary balance sheet data for inventory and fixed assets for each of the
Company's reportable segments as of December 31, 1999 and April 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 APRIL 2, 2000
         Inventory             $32,168        $4,325        $36,493
         Fixed assets           32,967         2,440         35,407
</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.

<PAGE>   11

         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.

         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

         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 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 THE ANNUAL REPORT ON FORM 10-K FOR
         THE YEAR ENDED DECEMBER 31, 1999.

         "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.
         Our Company 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

<PAGE>   12

         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 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.

         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 APRIL 2, 2000 AND MARCH 28, 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 three months ended April 2, 2000
         totaled $39.1 million compared to $30.8 million for the same period in
         1999, an increase of $8.3 million or 26.9%. Sales in the performance
         segment were $32.2 million compared to $25.0 million in the same period
         in 1999, an increase of $7.2 million or 28.8%. Sales in the
         remanufacturing segment were $6.9 million compared to $5.8 million in
         the same period in 1999, an increase of $1.1 million or 19.0%. The
         increase in the performance segment was largely attributable to
         additional sales from the Hooker, FlowTech, NOS and Earl's acquisitions
         of $12.6 million, offset by reduced sales in the base business (the
         business owned in both periods) of $5.4 million. Management attributes
         the weak first quarter demand in the base business to special dating
         and discounting programs offered in the fourth quarter of 1999 that
         shifted orders out of the first quarter 2000. In addition, sales at our
         Lunati operations were down by $1.6 million, resulting from the
         transition from direct consumer sales to selling through our existing
         distributor network. The increased sales in the remanufacturing segment
         primarily resulted from increased demand.

                  Gross Profits. Gross profits for the three months ended April
         2, 2000 totaled $12.6 million or 32.3% of net sales compared to $10.6
         million or 34.3% of sales for the same period in 1999. This is a
         difference of $2.0 million or 18.9%. In the performance segment, gross
         profits were $10.8 million or 33.5% of sales compared to $9.2 million
         or 36.8% in the same period in 1999. This is an increase of $1.6
         million or 17.4%. In the remanufacturing segment, gross profits were
         $1.8 million or 26.1% of sales compared to $1.4 million or 24.1% of
         sales in the same period in 1999. This is increase of $0.4 million or
         28.6%. The increase in the performance segment is attributable to gross
         profits contributed by the Hooker, FlowTech, NOS and Earl's
         acquisitions of $4.6 million offset by reduced gross profit in the base
         business of $3.0 million. Of the base business decrease, $2.0 million
         is attributable to decreased volume, $0.5 million is due to reduced
         gross profit margins at our Lunati operations and $0.4 million is due
         to increased warranty expense. The reduced gross margins at Lunati and
         the increased warranty expense were primarily responsible for the
         decrease in gross profits as a percentage of sales in the preformance
         segment. Of the increased gross profit in the remanufacturing segment,
         $0.3 million is attributable to increased sales volume and $0.1 million
         is due to improved productivity and absorption of fixed costs.

                  Selling, General and Administrative Expenses. Selling,
         general, and administrative expenses for the three months ended April
         2, 2000 totaled $9.7 million compared to $6.2 million in the same
         period in 1999, an increase of $3.5 million or 56.5%. The increase is
         mostly attributable to $2.0 million of additional expenses from the
         Hooker, FlowTech, NOS and Earl's acquisitions, and $1.5 million of
         additional expenses from the base

<PAGE>   13

         business. The increased expenses in the base business include $0.6
         million in increased marketing and advertising expense, increased cash
         discounts of $0.5 million as a result of increased sales, higher
         payroll costs of $0.3 million, and higher depreciation expense of $0.1
         million.

                  Plant relocation costs. Plant relocation costs for the three
         months ended April 2, 2000 totaled $0.1 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 three
         months ended April 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; the subsequent
         acquisitions of Weiand, Lunati, Hooker, FlowTech, NOS and Earl's; and
         the valuation of intellectual property.

                  Operating Income. Operating income for the three months ended
         April 2, 2000 totaled $1.5 million compared to $3.0 million in the same
         period in 1999, a decrease of $1.5 million or 50.0%. 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 $5.8 million for the
         three months ended April 2, 2000 compared to $2.0 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 April 2, 2000 was $(1.2) million compared to
         a $0.8 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 April
         2, 2000 was $(3.1) million compared with net income of $0.2 million for
         the same period in 1999, a decrease of $3.3 million. The decrease
         reflects increased interest expense of $3.8 million and reduced
         operating income of $1.5 million partially offset by the increased
         income tax benefit of $2.0 million.


         LIQUIDITY AND CAPITAL RESOURCES

                  Operating Activities. Net cash provided/(used) by operating
         activities for the three months ended April 2, 2000 was $(3.1) 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 & amortization of
         $3.2 million were offset by outflows due to increased working capital
         of $1.9 million, deferred income taxes of $1.3 million and a net loss
         of $3.1 million. The increase in working capital was primarily
         attributable to increased inventories of $5.0 million; increased
         accounts receivable of $0.7 million due to higher sales volume; and
         decreased accrued liabilities of $3.4 million resulting primarily from
         the excess of interest payments over accruals offset by increased
         accounts payable of $6.0 million and decreased other current assets of
         $1.2 million due to receipt of income tax refunds.

                  Investing Activities. Net cash used in investing activities
         for the three months ended April 2, 2000 was $2.0 million. We spent
         $1.3 million on capital additions during the period and another $0.7
         million on asset purchases.

<PAGE>   14

                  Financing Activities. Net cash provided by/(used in)
         financing activities the three months ended April 2, 2000 was $4.5
         million. Cash provided in the period was primarily due to the proceeds
         from additional bank debt incurred for acquisitions and working capital
         needs of $5.0 million offset by the payment of fees associated with the
         amendment of our existing bank facility of $0.5 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.

                  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.
         The text of the amendment has been filed as an exhibit.

                  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 credit 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.

<PAGE>   15

         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.


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 6.38%) or the
         prime rate (currently 9.00%). 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 first quarter of
         2000, the Company's outstanding balance on the Revolving Credit
         Facility was $22.0 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.

                  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 Railroad Company 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.

                  We have 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.

<PAGE>   16



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibit 27 - Financial Data Schedule;

         (b)  Reports on Form 8-K - None.

<PAGE>   17

                                   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 16, 2000                         /s/  JEFFREY G. KING
                                             -----------------------------------
                                             Jeffrey G. King, President and
                                             Chief Executive Officer




Date:   May 16, 2000                         /s/ ROBERT L. WINELAND
                                             -----------------------------------
                                             Robert L. Wineland, Chief Financial
                                             Officer (principal financial
                                             officer)