德莱克美国控股公司2025年季度报告

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☑ Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which Registered At May1, 2025, there were60,727,290shares of common stock, $0.01 par value, outstanding (excluding securities held by, or for the account of, For the Quarterly Period Ended March 31, 2025 PART I. FINANCIAL INFORMATIONItem1. Financial Statements (unaudited) PART II. OTHER INFORMATIONItem 1. Legal Proceedings Item 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of Proceeds Delek US Holdings, Inc. Condensed Consolidated Balance Sheets (unaudited)(In millions, except share and per share data) Net revenuesCost of sales: (13.3)(1.6)69.2 Income tax benefitLoss from continuing operations, net of taxDiscontinued operations:(Loss) income from discontinued operationsIncome tax (benefit) expense(Loss) income from discontinued operations, net of taxNet income attributed to non-controlling interestsNet loss attributable to DelekBasic loss per share:Loss from continuing operationsIncome from discontinued operationsTotal basic loss per shareDiluted loss per share:Loss from continuing operationsIncome from discontinued operationsTotal diluted loss per shareWeighted average common shares outstanding:See accompanying notes to the condensed consolidated financial statements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, 2023-09 will not affect our financial position or our results of operations, but will result in additional disclosures. Gravity Acquisition On January2, 2025, Delek Logistics completed the Gravity Acquisition for total consideration of $300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3million in cash consisting of a cashdeposit of $22.8million paid in December 2024 upon execution of the purchase agreement and $186.5million paid at closing onJanuary2, 2025, and2,175,209of Delek Logistics’ common units. in the accompanying condensed consolidated statements of income and comprehensive income.Our condensed consolidated financial and operating results reflect the Gravity Acquisition operations beginning January 2, 2025.Our results of operations included revenue and net income of $22.9million and $9.9million, respectively, for the period fromJanuary 2, 2025, through March 31, 2025, related to these operations.This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured atacquisition date fair value of assets acquired and liabilities assumed. Adjusted purchase price$$Fair value of common units issuedPreliminary purchase price$(1) of January 2, 2025 (in millions):Assets acquired:Cash and cash equivalents$Accounts receivables Other current assetsProperty, plant and equipmentOperating lease right-of-use assetsOther intangibles(1) Liabilities assumed:Accounts payable Accrued expenses and other current liabilitiesCurrent portion of operating lease liabilitiesAsset retirement obligationsTotal liabilities assumed These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and theresulting effect on our financial position may change once all necessary information has become available and we finalize our valuations. To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the dateof acquisition), as defined by ASC 805.The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Keyassumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjustingreplacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the Level 3 measurements. For all other current assets and payables, their fair values were considered equivalent to their carryingamounts due to their short-term nature. had occurred on January 1, 2024. The unaudited pro forma financial information has been adjusted to give effect to certain proforma adjustments that are directly related to this acquisition based on available information and certain assumptions thatmanagement believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unauditedpro forma financial information excludes any expected cost sav