8-K/A - DK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 2, 2025

Date of Report (Date of earliest event reported)

DELEK US HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38142		35-2581557
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
310 Seven Springs Way, Suite 500	Brentwood	Tennessee	37027
(Address of Principal Executive)			(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Disposition of Assets.

On January 2, 2025, Delek Logistics Partners, LP (the “Partnership”) completed the acquisition (the “Gravity Acquisition”) of 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (“Gravity”). Delek US Holdings, Inc. (the “Company”) owns the general partner and approximately 63.6% of the outstanding limited partner units of the Partnership.

This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2025 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of Gravity and the required pro forma financial information. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The historical audited consolidated financial statements of Gravity as of December 31, 2023 and for the year ended December 31, 2023 and the related notes thereto, together with the report of PricewaterhouseCoopers LLP, independent auditors, concerning those financial statements and related notes, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

The historical unaudited consolidated financial statements of Gravity as of September 30, 2024 and for the nine months ended September 30, 2024, and the related notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company and Gravity as of September 30, 2024, the unaudited pro forma condensed combined statements of income of the Company and Gravity for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the related notes thereto, giving effect to the Gravity Acquisition, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits.

23.1	Consent of PricewaterhouseCoopers LLP.
99.1	A udited consolidated financial statements of Gravity as of December 31, 2023 and for the year ended December 31, 2023 .
99.2	Unaudited consolidated financial statements of Gravity as of September 30, 2024 and for the nine months ended September 30, 2024.
99.3	Unaudited pro forma condensed combined financial information of the Company and Gravity as of September 30, 2024 and for the year ended December 31, 2023 and for the nine months ended September 30, 2024.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

Dated: March 18, 2025	DELEK US HOLDINGS, INC.
	/s/ Mark Hobbs
	Name: Mark Hobbs
	Title: Executive Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)

Document

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-219209, No. 333-225332, No. 333-238946, No. 333-256953, No. 333-268725, No. 333-256952, and No. 333-271784) of Delek US Holdings, Inc. of our report dated November 22, 2024 relating to the financial statements of Gravity Water Intermediate Holdings LLC, which appears in this Current Report on Form 8-K/A.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 18, 2025

Document

Exhibit 99.1

Gravity Water Intermediate Holdings LLC

Combined Financial Statements

December 31, 2023

Gravity Water Intermediate Holdings LLC

Index

December 31, 2023

Page(s)

Report of Independent Auditors	1-2
Combined Financial Statements
Balance Sheet	3
Statement of Operations	4
Statement of Changes in Partner Net Investment	5
Statement of Cash Flows	6
Notes to Financial Statements	7-20

Report of Independent Auditors

To the Management of Gravity Oilfield Services, Inc.

Opinion

We have audited the accompanying combined financial statements of Gravity Water Intermediate Holdings LLC (the "Company"), which comprise the combined balance sheet as of December 31, 2023, and the related combined statements of operations, of changes in parent net investment and of cash flows for the year then ended, including the related notes (collectively referred to as the "combined financial statements").

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002<br>T: (713) 356 4000, www.pwc.com/us

In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/PricewaterhouseCoopers LLP

Houston, Texas

November 22, 2024

Gravity Water Intermediate Holdings LLC

Combined Balance Sheet

December 31, 2023

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

Gravity Water Intermediate Holdings LLC

Combined Statement of Operations

Year Ended December 31, 2023

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

Gravity Water Intermediate Holdings LLC

Combined Statement of Changes in Parent Net Investment

Year Ended December 31, 2023

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

Gravity Water Intermediate Holdings LLC

Combined Statement of Cash Flows

Year Ended December 31, 2023

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

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars. Unless the context requires otherwise, references to “we”, “us”, “our”, or “the Company” are intended to mean the combined business and operations of Gravity Water Intermediate Holdings LLC and its wholly-owned subsidiaries (“GWM”).

1.Organization and Basis of Presentation

Gravity Water Intermediate Holdings LLC and its wholly-owned subsidiaries Gravity Water Midstream LLC, Gravity Midstream Operating LLC and McKenzie Energy Partners, LLC (collectively, the “Gravity Water Midstream Businesses” or the “Business”) provide water midstream solutions to the U.S. onshore oil and natural gas industry with services in the oil and gas basins located primarily in the states of Texas and North Dakota. The Business includes water infrastructure (consisting of water disposal and water sourcing) which include saltwater disposal services and the delivery of recycled and sourced water to our customers.

Basis of Presentation. Effective January 1, 2024, Gravity Oilfield Services Inc. (“Gravity”) bifurcated its power and water operations into two entities: Gravity Rental Holdings LLC and Gravity Water Holdings LLC. Concurrently, Gravity Water Holdings LLC formed its wholly-owned subsidiary Gravity Intermediate Holdings LLC to hold its investments in Gravity Water Midstream LLC, Gravity Midstream Operating LLC and McKenzie Energy Partners, LLC.

These combined financial statements were prepared on a stand-alone basis and have been derived from the consolidated financial statements and accounting records of Gravity. The Business has not operated as a separate stand-alone legal entity and is comprised of its wholly-owned subsidiaries and other component operations of Gravity. These combined financial statements are presented as carve-out financial statements and reflect the combined historical results of operations, financial position and cash flows of the Business for the period presented as historically managed within Gravity in conformity with generally accepted accounting principles in the United States (“GAAP”). The combined financial statements may not be indicative of the Business’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a stand-alone company during the period presented.

All intracompany transactions have been eliminated. All intercompany transactions between the Business and Gravity have been included in these combined financial statements. For those transactions between the Business and Gravity that are historically settled in cash, the Business has reflected such balances in the combined balance sheet as affiliate receivable. The aggregate net effect of such transactions that are not historically settled in cash has been reflected in the combined balance sheet as parent net investment and in the combined statement of cash flows as a financing activity.

Gravity utilizes a centralized treasury management function for financing its operations. The Business did not maintain separate bank accounts. The cash generated and used by our operations is deposited to Gravity’s centralized accounts, which are commingled with the cash of other entities controlled by Gravity. The cash and cash equivalents held by Gravity have not been assigned to the Business for the period presented, as the balances are not directly attributable to the Business. The Business reflects transfers of cash to and from Gravity’s cash management system as a component of parent net investment in the combined balance sheet. Gravity’s third-party long-term debt and the related interest expense have been allocated to the Business for the period presented as the Business was jointly and severally liable for such debt.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Historically, Gravity and its affiliates provide a variety of services to the Business. The combined statement of operations includes expense allocations for services and certain support functions that are provided on a centralized basis within Gravity such as treasury, accounting, information technology, human resources, and legal services. These allocations were based on direct usage when identifiable, with the remainder allocated on a basis of the percentage of operating expenses, the percentage of utilization of resources or headcount. The Business believes the basis from which the expenses have been allocated are a reasonable reflection of the utilization of services provided to, or the benefit received by, the Business during the period presented. These allocated amounts, however, are not necessarily indicative of the actual amounts that might have been incurred or realized had the Business operated as a separate stand-alone entity during the period presented. Consequently, these combined financial statements do not necessarily represent the results the Business would have achieved if we had operated as a separate stand- alone entity from Gravity during the period presented. See Note 10.

In preparing the accompanying combined financial statements, the Company has reviewed, as determined necessary by management, events that have occurred after December 31, 2023, up until these combined financial statements were made available for issuance, which occurred on November 22, 2024. See Note 13.

2.Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Credit Losses. Accounts receivable represent amounts due from customers, net of any related allowance for credit losses. We estimate our allowance for losses on accounts receivable based on historical collections and expectations for future collections and regularly review accounts for collectability. After all collection efforts are exhausted, if the balance is still determined to be uncollectable, the balance is written off. We believe the allowance is reasonable; however, actual write-offs may significantly exceed the recorded allowance. Bad debt expense totaled less than $0.1 million for the year ended December 31, 2023 and are included in general and administrative expenses in the accompanying combined statement of operations.

The following table summarizes the activity in the allowance for credit losses:

Asset Retirement Obligations. We record an asset retirement obligation (“ARO”) as a liability, and a matching asset retirement cost, at the present value of estimated costs of plugging, site reclamation and similar activities associated with our saltwater disposal wells. We utilize estimates and current retirement costs to estimate the expected cash outflows for retirement obligations. We also estimate the productive life of the disposal wells, our risk-adjusted interest rate and an inflation factor in order to determine the current present value of this obligation. Our ARO liability is included in other long-term liabilities and the matching asset retirement cost is included in property and equipment, net on the combined balance sheet at December 31, 2023.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

The following table reflects the changes in ARO for the year ended December 31, 2023:

Concentrations of Credit Risk. Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of trade accounts receivable. Our customer base consists primarily of multi-national and independent oil and natural gas producers. We perform ongoing credit evaluations of our customers but generally do not require collateral on our trade accounts receivable.

For the year ended December 31, 2023, one customer comprised 12% of combined revenue and three customers comprised approximately 42% of outstanding receivables at December 31, 2023.

Debt Issuance Costs, Original Issue Discount and Deferred Financing Costs. Costs incurred in connection with the issuance of term loan debt and original issue discount are recorded as a reduction of the carrying amount of the related debt. Deferred financing costs related to line-of-credit arrangements are recorded as other noncurrent assets. Costs deferred are amortized over the life of the underlying debt instruments as an adjustment to interest expense. Allocated debt issuance costs of $1.3 million and original issue discount of $2.6 million are included as a reduction of the allocated carrying amount of the Gravity Term Loan (which is classified as current portion of long-term debt) and allocated deferred financing costs of $0.1 million are included in other noncurrent assets as of December 31, 2023. See Note 4.

Environmental. We are subject to extensive federal, state and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require us to remove or mitigate the adverse environmental effects of disposal or release of petroleum, chemical and other substances at various sites. Environmental expenditures are expensed or capitalized depending on the future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefit are expensed. Liabilities for expenditures of a noncapital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.

Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (a “triggering event”). Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such assets to estimated undiscounted future cash flows expected to be generated by the assets. Expected future cash flows and carrying values are aggregated at their lowest identifiable level, which is at the asset group level. If the carrying amount of such assets exceeds their estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of such assets exceeds the fair value of the assets. We had no such impairment in 2023.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Income Taxes. GWM is a limited liability company treated as a disregarded entity for U.S. federal and state income tax purposes. Consequently, GWM’s results have historically been included in the U.S. federal income tax return and U.S. state income tax filings of Gravity. GWM has computed its provision for income taxes on a separate return basis in these combined financial statements. The separate return method applies the accounting guidance for income taxes to the stand-alone financial statements as if GWM was a separate taxpayer and a stand-alone enterprise for the period presented. The calculation of income taxes for the GWM on a separate return basis requires judgment and use of both estimates and allocations. However, as discussed in Note 1, the combined financial statements are presented as carve-out financial statements and reflect the combined historical results of operations of the Business for the period presented as historically managed within Gravity.

Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. We believe that we have appropriate support for the income tax positions taken and to be taken on our tax returns, and that our accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter.

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The tax benefit recorded is equal to the largest amount that is greater than 50% likely to be realized through effective settlement with a taxing authority.

Inventory. Inventory, consisting primarily of pipe and casing, sourced water and related items are stated at the lower of cost or net realizable value, with cost being determined on the average cost method.

Litigation Reserves. The Company estimated its reserves related to litigation based on the facts and circumstances specific to the litigation and its experience with similar claims.

Parent Net Investment. The Business’s equity on the combined balance sheet represents Gravity’s net investment in the Business, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from Gravity. See Note 10.

Property and Equipment. Property and equipment are recorded at cost. Expenditures for repairs and maintenance are charged to expense as incurred, and additions and improvements that significantly extend the lives of the assets are capitalized. Upon sale or retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in the combined statement of operations.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Property and equipment are depreciated on the straight-line method and the estimated useful lives of the assets are as follows:

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of an asset, the depreciation of that asset is revised prospectively to reflect the new estimates.

Revenue Recognition. Revenues are generated upon the performance of contracted services under formal and informal contracts with direct customers. Services are generally priced by the hour, day, barrel, or project depending on the type of service performed based upon service agreements with customers. Revenue is recognized when goods or services are transferred to customers in an amount that reflects consideration for which entitlement is expected in exchange for those goods or services. Amounts are billed upon completion of service or transfer of a product and are generally due within 30 days.

Water infrastructure (consisting of water disposal and water sourcing) revenues include saltwater disposal services, the delivery of recycled and sourced water to our customers. The saltwater disposal services include long-term contracts with terms ranging, generally, from 5 to 10 years, with some contracts either shorter or longer in duration. For recycled and sourced water, we enter contracts specific to the delivery requirements and specification of the water required by the customer. Most of our water recycling and sourcing contracts with customers are short-term in nature and are recognized as “over-time” performance obligations as the services are performed, generally completed within thirty days of receipt of the work order.

For most contracts, we utilize the “as-invoiced” practical expedient as the amount of consideration we have a right to invoice corresponds directly with the value of our performance to date. Performance obligations for service revenue are considered to be satisfied as the service is rendered based upon the terms of the related contract.

All outstanding accounts receivable, net of allowance, on the combined balance sheet are typically due and collected within the next 12 months. Additionally, each month-end we bill customers based upon completed and partially completed performance obligations through month-end providing us an unconditional right to payment for the services performed or products sold for the related period.

Risks and Uncertainties. As a service provider to the oil and natural gas industry, our revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond our control such as economic, political, and regulatory developments; competition from other energy sources; and events that may impact supply of, and demand for, oil and natural gas. The energy markets have historically been very volatile and there can be no assurance of predictable oil and natural gas prices in the future. A substantial or extended decline in oil and natural gas prices could have a material adverse effect on our financial position, results of operations, and cash flows. Other risks

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

and uncertainties that could affect us in the current price environment include, but are not limited to, counterparty credit risk for our receivables, access to credit markets, and ability to meet financial ratios and covenants in our financing agreements.

Use of Estimates. Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from those estimates. Areas where critical accounting estimates are made by management include: useful lives of property and equipment and intangible assets; impairment assessments of property and equipment and intangible assets; and allowance for expected credit losses.

Recent Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 236). The new guidance amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The Company adopted ASU 2016-13 prospectively as of January 1, 2023. The adoption did not have a material impact on the Company’s combined financial statements.

3.Notes Receivable

We provided financing in the form of promissory notes to two buyers in connection with sales of assets in 2022. The notes bear interest at rates varying from 5.75% to 12.5% annually and monthly payments, consisting of principal and interest, are made to Gravity. Interest income from the notes is reflected as other income in the accompanying combined statement of operations. The notes are collateralized by the assets sold. At December 31, 2023 the notes had a total outstanding balance of $5.5 million. The notes are set to mature in February 2025 and October 2026.

4.Long-Term Debt

A portion of Gravity’s third-party long-term debt was allocated to the Business for the year ended December 31, 2023 as the Business was jointly and severally liable for such debt. The outstanding debt and letters of credit of Gravity and allocations of debt to GWM at December 31, 2023 were as follows:

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Gravity Term Loan. On December 5, 2019, Gravity (as “Borrower”), entered into a credit agreement allowing for term loan borrowings of $335.1 million (the “Gravity Term Loan”) and a credit agreement allowing for asset-based borrowings of up to $50.0 million, subject to a borrowing base (the “Gravity ABL”). The maturity date of the Gravity Term Loan was December 5, 2024. The maturity date of the Gravity ABL was the earlier of (a) December 5, 2024, (b) 91 days prior to the Gravity Term Loan maturity date or (c) any earlier date on which the commitments are reduced to zero or otherwise terminated pursuant to the terms of the Gravity ABL credit agreement. Gravity used the initial Gravity Term Loan borrowings to repay existing debt, finance an acquisition, and pay certain transaction costs. Debt obligations under the Gravity Term Loan were due to mature on December 5, 2024, however, see Note 13 for subsequent events regarding debt obligations.

The obligations under the Gravity Term Loan and the Gravity ABL were guaranteed by Gravity and each wholly owned subsidiary (collectively, the “Guarantors”) and secured on a first lien priority basis by certain assets of Gravity and the Guarantors and on a second lien priority basis by certain other property of Gravity and the Guarantors.

The Borrower was subject to a total leverage ratio, calculated quarterly, of combined total indebtedness minus unrestricted cash (not to exceed $50.0 million) to EBITDA, on a pro forma basis, for the last four consecutive fiscal quarters to date. The factors considered in the calculation of total leverage ratio were set forth in the Gravity Term Loan credit agreement, as amended. Per the amended Term Loan agreement, Gravity had to maintain a total leverage ratio of no greater 3.50 to 1.00.

Gravity was in compliance with all covenants and had no borrowings and $3.3 million of letters of credit outstanding under the Gravity ABL at December 31, 2023. Gravity’s availability at December 31, 2023 was $46.7 million.

The average interest rate on the Gravity Term Loan was 12.2% for the year ended December 31, 2023, exclusive of the original issue discount, but including the paid in-kind interest.

Interest expense of Gravity and allocations of interest expense to GWM for the year ended December 31, 2023 were as follows:

Original issue discount and deferred financing costs were amortized ratably to interest expense over the term of the related Term Loan.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

5.Property and Equipment

Property and equipment consist of the following at December 31, 2023:

For the year ended December 31, 2023, depreciation expense on property and equipment was $18.8 million.

6.Intangible Assets

The following sets forth the identified intangible assets by major asset class:

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Amortization expense for the year ended December 31, 2023 was $9.4 million. The table below shows estimated future amortization expense related to intangible assets:

7.Accrued Liabilities

Accrued liabilities consist of the following at December 31, 2023:

8.Fair Value Measurements

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

We had no liabilities measured at fair value on a recurring basis as of December 31, 2023.

9.Commitments and Contingencies

Environmental. We are subject to various federal, state and local environmental laws and regulations that establish standards and requirements for the protection of the environment. We cannot predict the future impact of such standards and requirements which are subject to change and can have retroactive effects. We continue to monitor the status of these laws and regulations. Management is not aware of new environmental regulations which might result in a material adverse impact to our financial position, liquidity, capital resources or future results of operations.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

Currently, we have not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of our business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of our liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification.

Litigation. From time to time, we are a party to litigation or other legal proceedings that we consider to be a part of the ordinary course of business. In the opinion of management, the ultimate liability, if any, from these actions will not be material to our financial position, results of operations or cash flows.

Leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense for these leases is recognized on a straight-line basis over the lease term. We have several short-term leases including month-to-month agreements that continue in perpetuity until the lessor or we terminate the lease agreement. Due to the volatility of oil prices and the short-term nature of our jobs, we have determined that no short-term leases with indefinite renewals are reasonably certain to last more than a year into the future. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we estimate the incremental borrowing rate based on what we would pay to borrow on a collateralized basis, over a similar term based on information available at lease commencement.

We lease certain facilities and equipment to support our operations. The operating leases include options to renew or terminate. We generally do not include renewal or termination options in our assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. The accounting for some of our leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate and assessing the likelihood of renewal or termination options.

Components of leases are as follows at December 31, 2023:

1Included in property and equipment, net on the combined balance sheet.

1Included in current portion of long-term debt on the combined balance sheet.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

1Included in long-term debt, net of current portion on the combined balance sheet.

Components of lease expense are as follows:

Supplemental information related to our leases for the year ended December 31, 2023 was as follows:

Future minimum lease commitments for leases with initial or remaining terms of one year or more at December 31, 2023, are payable as follows:

1Included in long-term debt on the combined balance sheet.

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

10.Related Party Transactions and Parent Net Investment

Related Party Transactions. Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. The Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 850, Related Party Disclosures (“ASC Topic 850”), requires transactions with related parties that would make a difference in decision making to be disclosed so that users of the carve-out combined financial statements can evaluate their significance.

During the year ended December 31, 2023, there were no related party transactions, except for the management and administrative services provided by Gravity to GWM, which totaled $6.4 million.

Affiliate receivable. A cash deposit made by Gravity that is attributable to GWM’s business is reflected as affiliate receivable on the accompanying combined balance sheet.

Employee Benefit Plans. Certain Business employees participate in the defined contribution benefit plan sponsored by Gravity, which includes employees from other Gravity subsidiaries. The Business’s share of the defined contribution plan costs was $0.3 million for the year ended December 31, 2023.

Parent Net Investment. Parent net investment reflects the financial reporting basis of GWM’s assets and liabilities and changes due to capital contributions and losses. Net activity attributable to GWM is reflected in parent net investment in the accompanying combined financial statements.

11.Revenue Recognition

Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.

The following table summarizes our revenue by geography for the year ended December 31, 2023:

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

12.Income Taxes

The components of income tax expense (benefit) for the year ended December 31, 2023 are as follows:

Significant components of deferred tax assets and liabilities as of December 31, 2023 are as follows:

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

The differences between income taxes expected at the U.S. federal statutory rate (21%) and the reported income tax expense (benefit) are summarized as follows:

As computed on a separate return basis, with the combined historical results of the Business presented on a managed basis as discussed in Note 1, at December 31, 2023 GWM had federal and state net operating loss carryforwards of $3.9 million and $0.7 million, which may be carried forward indefinitely.

GWM is subject to Internal Revenue Code (“IRC”) Section 163(j) which disallows a deduction for business interest when net business interest expense exceeds 30% of adjusted taxable income, plus floor financing interest. At December 31, 2023, GWM had a disallowed net business interest deduction of $31.7 million, which can be carried forward indefinitely.

A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. In assessing the realizability of deferred tax assets, GWM considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At December 31, 2023, GWM did not provide for a valuation allowance, as management determined that it is more likely than not that its deferred tax assets will be realized.

GWM assessed whether it had any significant uncertain tax positions related to open tax years and concluded there were none. Accordingly, no reserve for uncertain tax positions has been recorded as of December 31, 2023. Gravity as the tax filer is no longer subject to tax examinations for U.S. federal income tax purposes for fiscal years prior to 2020 and fiscal years prior to 2019 for multiple state jurisdictions.

13.Subsequent Events

On April 19, 2024, Gravity Water Midstream LLC successfully closed a refinancing which resulted in a full payoff of all outstanding debt and accrued liabilities under the Gravity Term Loan and the Gravity ABL allocated to GWM. At close, the Company entered into new credit agreements allowing for borrowings at Gravity Water Midstream LLC as outlined below.

2024 Water Term Loan. Gravity Water Midstream LLC entered into a credit agreement allowing for term loan borrowings of $150.0 million (the “2024 Water Term Loan”) that matures April 19, 2029, bears interest at SOFR plus an applicable margin and is subject to certain covenants as outlined in the agreement. We used the initial 2024 Water Term Loan borrowings to repay existing allocated debt and pay certain transaction costs with an additional $12.3 million in proceeds after full payoff

Gravity Water Intermediate Holdings LLC

Notes to Combined Financial Statements<br><br>December 31, 2023

of existing allocated indebtedness under the Gravity Term Loan and the Gravity ABL being held on Gravity Water Midstream LLC’s balance sheet for general corporate purposes.

2024 Water ABL. Gravity Water Midstream LLC also entered into a credit agreement allowing for asset-based borrowings of up to $20.0 million (the “2024 Water ABL”). Subject to obtaining commitments from existing or new lenders, the Company has the option to increase the maximum amount under the 2024 Water ABL by $5.0 million, subject to certain administrative requirements. The maturity date of the 2024 Water ABL is the earlier of (a) October 19, 2028, (b) 180 days prior to the 2024 Water Term Loan maturity date or (c) any earlier date on which the commitments are reduced to zero or otherwise terminated pursuant to the terms of the 2024 Water ABL credit agreement. The 2024 Water ABL was undrawn at close of refinancing. Amounts drawn under the 2024 Water ABL will bear interest based on a leverage ratio level and will be subject to certain covenants as outlined in the agreement.

Document

Exhibit 99.2

Gravity Water Intermediate Holdings LLC

Consolidated Financial Statements

September 30, 2024

Gravity Water Intermediate Holdings LLC

Index

September 30, 2024

Page(s)

Consolidated Financial Statements
Balance Sheet	1
Statement of Operations	2
Statement of Equity	3
Statement of Cash Flows	4
Notes to Financial Statements	5-16

Gravity Water Intermediate Holdings LLC

Consolidated Balance Sheet

September 30, 2024

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

Gravity Water Intermediate Holdings LLC

Consolidated Statement of Operations

Nine Months Ended September 30, 2024

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

Gravity Water Intermediate Holdings LLC

Consolidated Statement of Equity

Nine Months Ended September 30, 2024

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

Gravity Water Intermediate Holdings LLC

Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2024

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

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars. Unless the context requires otherwise, references to “we”, “us”, “our”, or “the Company” are intended to mean the consolidated business and operations of Gravity Water Intermediate Holdings LLC and its wholly-owned subsidiaries (“GWM”).

1.Organization and Basis of Presentation

Gravity Water Intermediate Holdings LLC and its wholly-owned subsidiaries Gravity Water Midstream LLC, Gravity Midstream Operating LLC and McKenzie Energy Partners, LLC provide water midstream solutions to the U.S. onshore oil and natural gas industry with services in the oil and gas basins located primarily in the states of Texas and North Dakota. The Company includes water infrastructure (consisting of water disposal and water sourcing) which include saltwater disposal services and the delivery of recycled and sourced water to our customers.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

All intracompany transactions have been eliminated. All intercompany transactions between the Company and Gravity have been included in these consolidated financial statements. For those transactions between the Company and Gravity that are historically settled in cash, the Company has reflected such balances in the consolidated balance sheet as affiliate receivable, net.

Gravity utilizes a centralized treasury management function for financing its operations. The Company did not maintain separate bank accounts until February 2024. The cash generated and used by our operations was deposited to Gravity’s centralized accounts, which were commingled with the cash of other entities controlled by Gravity. Gravity’s third-party long-term debt and the related interest expense were allocated to the Company until the debt was extinguished in April 2024 as the Company was jointly and severally liable for such debt.

Historically, Gravity and its affiliates provide a variety of services to the Company. The consolidated statement of operations includes expense allocations for services and certain support functions that are provided on a centralized basis within Gravity such as treasury, accounting, information technology, human resources, and legal services. These allocations were based on direct usage when identifiable, with the remainder allocated on a basis of the percentage of operating expenses, the percentage of utilization of resources or headcount. The Company believes the basis from which the expenses have been allocated are a reasonable reflection of the utilization of services provided to, or the benefit received by, the Company during the period presented. These allocated amounts, however, are not necessarily indicative of the actual amounts that might have been incurred or realized had the Company operated as a separate stand-alone enterprise during the period presented. Consequently, these consolidated financial statements do not necessarily represent the results the Company would have achieved if we had operated as a separate stand- alone enterprise from Gravity during the period presented. See Note 10.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

In preparing the accompanying consolidated financial statements, the Company has reviewed, as determined necessary by management, events that have occurred after September 30, 2024, up until these consolidated financial statements were made available for issuance, which occurred on December 20, 2024.

2.Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Credit Losses. Accounts receivable represent amounts due from customers, net of any related allowance for credit losses. We estimate our allowance for losses on accounts receivable based on historical collections and expectations for future collections and regularly review accounts for collectability. After all collection efforts are exhausted, if the balance is still determined to be uncollectable, the balance is written off. We believe the allowance is reasonable; however, actual write-offs may significantly exceed the recorded allowance. Bad debt expense totaled a credit of less than $0.1 million for the nine months ended September 30, 2024 and are included in general and administrative expenses in the accompanying consolidated statement of operations.

The following table summarizes the activity in the allowance for credit losses for the nine months ended September 30, 2024:

The following table reflects the changes in ARO for the nine months ended September 30, 2024:

Cash and Cash Equivalents. We consider all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of interest-bearing accounts. We maintain our excess cash in various financial institutions, where deposits will exceed federally insured amounts at times. Management believes that the financial institutions are financially sound and the risk of loss is minimal.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

For the nine months ended September 30, 2024, three customers comprised 35% of consolidated revenue and three customers comprised approximately 44% of outstanding receivables at September 30, 2024.

Debt Issuance Costs, Original Issue Discount and Deferred Financing Costs. Costs incurred in connection with the issuance of term loan debt and original issue discount are recorded as a reduction of the carrying amount of the related debt. Deferred financing costs related to line-of-credit arrangements are recorded as other noncurrent assets. Costs deferred are amortized over the life of the underlying debt instruments as an adjustment to interest expense. Debt issuance costs of $2.9 million and original issue discount of $2.7 million are included as a reduction of the carrying amount of the 2024 Water Term Loan and deferred financing costs of $0.6 million are included in other noncurrent assets as of September 30, 2024. See Note 4.

Income Taxes. GWM is a limited liability company treated as a disregarded entity for U.S. federal and state income tax purposes. Consequently, GWM’s results have historically been included in the U.S. federal income tax return and U.S. state income tax filings of Gravity. GWM has computed its provision for income taxes on a separate return basis in these consolidated financial statements. The separate return method applies the accounting guidance for income taxes to the stand-alone financial statements as if GWM was a separate taxpayer and a stand-alone enterprise for the period presented. The calculation of income taxes for GWM on a separate return basis requires judgment and use of both estimates and allocations.

Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. Deferred tax

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. We believe that we have appropriate support for the income tax positions taken and to be taken on our tax returns, and that our accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter.

Litigation Reserves. The Company estimated its reserves related to litigation based on the facts and circumstances specific to the litigation and its experience with similar claims.

Property and equipment are depreciated on the straight-line method and the estimated useful lives of the assets are as follows:

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

All outstanding accounts receivable, net of allowance, on the consolidated balance sheet are typically due and collected within the next 12 months. Additionally, each month-end we bill customers based upon completed and partially completed performance obligations through month-end providing us an unconditional right to payment for the services performed or products sold for the related period.

Use of Estimates. Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from those estimates. Areas where critical accounting estimates are made by management include: useful lives of property and equipment and intangible assets; impairment assessments of property and equipment and intangible assets; and allowance for expected credit losses.

3.Notes Receivable

We provided financing in the form of promissory notes to two buyers in connection with sales of assets in 2022. The notes bear interest at rates varying from 6.25% to 12.5% annually and monthly payments, consisting of principal and interest, are made to Gravity. Interest income from the notes is reflected as interest income in the accompanying consolidated statement of operations. The notes are collateralized by the assets sold. At September 30, 2024 the notes had a total outstanding balance of $4.3 million. The notes are set to mature in February 2025 and October 2026.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

4.Long-Term Debt

We had the following debt and letters of credit outstanding at September 30, 2024:

2024 Water Term Loan. Gravity Water Midstream LLC (the “Borrower”) entered into a credit agreement allowing for term loan borrowings of $150.0 million (the “2024 Water Term Loan”) that matures April 19, 2029, bears interest at SOFR plus an applicable margin and is subject to certain covenants as outlined in the agreement. We paid original issue discount fees of $3.0 million related to the 2024 Water Term Loan. We used the initial 2024 Water Term Loan borrowings to repay existing allocated debt and pay certain transaction costs with an additional $12.3 million in proceeds after full payoff of existing allocated indebtedness being held on Gravity Water Midstream LLC’s balance sheet for general corporate purposes.

2024 Water ABL. Gravity Water Midstream LLC also entered into a credit agreement allowing for asset-based borrowings of up to $20.0 million (the “2024 Water ABL”). Subject to obtaining commitments from existing or new lenders, the Company has the option to increase the maximum amount under the 2024 Water ABL by $5.0 million, subject to certain administrative requirements. The maturity date of the 2024 Water ABL is the earlier of (a) October 19, 2028, (b) 180 days prior to the 2024 Water Term Loan maturity date or (c) any earlier date on which the commitments are reduced to zero or otherwise terminated pursuant to the terms of the 2024 Water ABL credit agreement. The 2024 Water ABL was undrawn at September 30, 2024. Amounts drawn under the 2024 Water ABL will bear interest based on a leverage ratio level and will be subject to certain covenants as outlined in the agreement. We paid original issue discount fees of $0.2 million related to the 2024 Water ABL.

The obligations under the 2024 Water Term Loan and the 2024 Water ABL are guaranteed by GWM (the “Guarantor ”) and secured on a first lien priority basis by certain assets of GWM.

The Borrower is subject to a total leverage ratio, calculated quarterly, of combined total indebtedness minus unrestricted cash (not to exceed $15.0 million) to EBITDA, on a pro forma basis, for the last four consecutive fiscal quarters to date. The factors considered in the calculation of total leverage ratio are set forth in the Gravity Water Midstream LLC Term Loan credit agreement. Per the Term Loan agreement, the Borrower has to maintain a total leverage ratio of no greater than 4.00 to 1.00 through June 30, 2025 then 3.75 to 1.00 through June 30, 2026, 3.50 to 1.00 through June 30, 2027 and 3.00 to 1.00 thereafter.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

We were in compliance with all financial covenants and had no borrowings or letters of credit outstanding under the 2024 Water ABL at September 30, 2024. Our availability at September 30, 2024 was $11.2 million.

The following table presents scheduled maturities of our debt obligations until maturity:

The average interest rate on the 2024 Water Term Loan was 12.2% for the nine months ended September 30, 2024, exclusive of the original issue discount.

Our interest expense, including amounts allocated from Gravity prior to the extinguishment of its debt in April, consisted of the following for the nine months ended September 30, 2024:

Original issue discount and deferred financing costs were amortized ratably to interest expense over the term of the related Term Loan.

5.Property and Equipment

Property and equipment consist of the following at September 30, 2024:

For the nine months ended September 30, 2024, depreciation expense on property and equipment was $15.8 million.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

6.Intangible Assets

The following sets forth the identified intangible assets by major asset class:

Amortization expense for the nine months ended September 30, 2024 was $5.2 million. The table below shows estimated future amortization expense related to intangible assets:

7.Accrued Liabilities

Accrued liabilities consist of the following at September 30, 2024:

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

8.Fair Value Measurements

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

We had no liabilities measured at fair value on a recurring basis as of September 30, 2024.

9.Commitments and Contingencies

Currently, we have not been fined, cited or notified of any environmental violations that would have a material adverse effect upon our financial position, liquidity or capital resources. However, management does recognize that by the very nature of our business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of our liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

Components of leases are as follows at September 30, 2024:

1Included in property and equipment, net on the consolidated balance sheet.

1Included in current portion of long-term debt on the consolidated balance sheet.

1Included in long-term debt, net of current portion on the consolidated balance sheet.

Components of lease expense are as follows:

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

Supplemental information related to our leases for the nine months ended September 30, 2024 was as follows:

Future minimum lease commitments for leases with initial or remaining terms of one year or more at September 30, 2024, are payable as follows:

1Included in long-term debt on the consolidated balance sheet.

Subsequent event. In November 2024 GWM paid off the full outstanding amount of its financing lease.

10.Related Party Transactions

Related Party Transactions. Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. The Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 850, Related Party Disclosures (“ASC Topic 850”), requires transactions with related parties that would make a difference in decision making to be disclosed so that users of the consolidated financial statements can evaluate their significance.

During the nine months ended September 30, 2024, there were no related party transactions, except for the management and administrative services provided by Gravity to GWM, which totaled $5.2 million.

Employee Benefit Plans. Certain Company employees participate in the defined contribution benefit plan sponsored by Gravity, which includes employees from other Gravity subsidiaries. The Company’s share of the defined contribution plan costs was $0.2 million for the nine months ended September 30, 2024.

Gravity Water Intermediate Holdings LLC

Notes to Consolidated Financial Statements<br><br>September 30, 2024

11.Revenue Recognition

Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.

The following table summarizes our revenue by geography for the nine months ended September 30, 2024:

12.Income Taxes

For the nine months ended September 30, 2024, our effective tax rate was 16.27%. Differences in our effective tax rate and the federal statutory rate of 21% were due to permanent differences and state income taxes.

13.Subsequent Event

On December 11, 2024, Gravity executed a definitive agreement for the sale of the Company for a total consideration of $285 million (comprised of $200 million in cash and $85 million in equity). The sale is subject to regulatory approval and is expected to close in the first quarter of 2025.

Document

Exhibit 99.3

DELEK US HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 2, 2025, Delek Logistics Partners, LP (the “Partnership”) completed the previously announced acquisition of 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (the “Purchased Interests”) from Gravity Water Holdings LLC (“Gravity”) pursuant to and subject to the terms and conditions of that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 13, 2024, by and between Delek Neptune Recycling, LLC, a subsidiary of the Partnership, the Partnership and Gravity Water (the “Acquisition”). Delek US Holdings, Inc. (the “Company”) owns the general partner and approximately 63.6% of the outstanding limited partner units of the Partnership subsequent to the Acquisition. Pursuant to the Purchase Agreement, the purchase price for the Purchased Interests in Gravity was $301.2 million, subject to customary closing adjustments, which was paid in a combination of $209.3 million in cash and 2,175,209 common units representing equity interests of the Partnership. For purposes of the unaudited pro forma condensed combined financial information, the preliminary purchase price of $320.7 million and preliminary purchase price allocation were prepared as if the Acquisition had occurred on September 30, 2024, which may be materially different from actual results.

The unaudited pro forma condensed combined balance sheet at September 30, 2024 was prepared as if the Acquisition had occurred on September 30, 2024. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2024 and for the year ended December 31, 2023 were prepared as if the Acquisition had occurred on January 1, 2023. The unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of the Company and Gravity. The Company and Gravity prepared their respective historical financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The unaudited pro forma condensed combined financial information should be read in conjunction with:

•Delek’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with Securities and Exchange Commission (“SEC”) on February 26, 2025;

•Gravity’s audited historical consolidated financial statements and related notes for the year ended December 31, 2023, filed as Exhibit 99.1 herein;

•Delek’s unaudited historical condensed consolidated financial statements and related notes included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, filed with the SEC on November 7, 2024; and

•Gravity’s unaudited historical condensed consolidated financial statements and related notes for the nine months ended September 30, 2024, filed as Exhibit 99.2 herein.

The unaudited pro forma condensed combined financial information and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Company; accordingly, actual results could differ materially from the pro forma information. Significant estimates and assumptions include, but are not limited to, the preliminary purchase price allocation, based on estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed as of January 2, 2025 that were applied as if the transaction occurred on September 30, 2024. The Company believes that the assumptions used to prepare the unaudited pro forma condensed combined financial information and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the Acquisition. The unaudited pro forma condensed combined financial information is for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations actually would have been had the events noted above in fact occurred on the assumed dates or to project the Company’s financial position or results of operations for any future date or future period.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”) as amended by the Final Rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting transaction accounting adjustments in the unaudited pro forma condensed combined financial information.

DELEK US HOLDINGS, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

AS OF SEPTEMBER 30, 2024

(In millions, except share and per share data)

	Historical Delek US Holdings, Inc.		Gravity As Adjusted – Note 2		Transaction Accounting Adjustments – Note 3			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	1,037.6	$	26.1	$	(229.2)	(a)	$	1,030.3
					195.8		(b)
Accounts receivable, net	561.6		23.4		(4.8)		(a)	580.2
Inventories, net of inventory valuation reserves	915.0		1.2		—			916.2
Other current assets	50.6		3.3		(2.7)		(a)	51.2
Total current assets	2,564.8		54.0		(40.9)			2,577.9
Property, plant and equipment:
Property, plant and equipment	4,790.7		327.2		(116.1)		(a)	5,001.8
Less: accumulated depreciation	(1,961.7)		(100.4)		100.4		(a)	(1,961.7)
Property, plant and equipment, net	2,829.0		226.8		(15.7)			3,040.1
Operating lease right-of-use assets	98.8		0.1		—			98.9
Goodwill	687.5		—		—			687.5
Other intangibles, net	328.6		56.4		27.9		(a)	412.9
Equity method investments	408.7		—		—			408.7
Other non-current assets	112.9		2.3		(1.5)		(a)	113.7
Total assets	$	7,030.3	$	339.6	$	(30.2)		$	7,339.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,713.6	$	9.0	$	—		$	1,722.6
Current portion of long-term debt	9.5		3.8		(3.8)		(a)	9.5
Current portion of obligation under Inventory Intermediation Agreement	3.6		—		—			3.6
Current portion of operating lease liabilities	45.6		0.1		—			45.7
Accrued expenses and other current liabilities	694.7		8.1		3.2		(c)	706.0
Total current liabilities	2,467.0		21.0		(0.6)			2,487.4
Non-current liabilities:
Long-term debt, net of current portion	2,779.9		139.7		(139.7)		(a)	2,975.7
					195.8		(b)
Obligation under Inventory Intermediation Agreement	385.3		—		—			385.3
Environmental liabilities, net of current portion	33.7		—		—			33.7
Asset retirement obligations	24.4		4.9		—			29.3
Deferred tax liabilities	243.9		28.6		(28.6)		(a)	243.9
Operating lease liabilities, net of current portion	63.7		—		—			63.7
Other non-current liabilities	87.0		—		—			87.0
Total non-current liabilities	3,617.9		173.2		27.5			3,818.6
Redeemable non-controlling interest	70.0		—		—			70.0
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding	—		—		—			—
Common stock, $0.01 par value, 110,000,000 shares authorized, 81,231,308 shares issued at September 30, 2024	0.8		—		—			0.8
Additional paid-in capital	1,172.7		145.4		(145.4)		(a)	1,170.5
					(2.2)		(d)
Accumulated other comprehensive loss	(4.8)		—		—			(4.8)
Treasury stock, 17,575,527 shares, at cost, at September 30, 2024	(694.1)		—		—			(694.1)
Retained earnings	228.5		—		(3.2)		(c)	225.3
Non-controlling interests in subsidiaries	172.3		—		93.7		(d)	266.0
Total stockholders’ equity	875.4		145.4		(57.1)			963.7
Total liabilities, redeemable non-controlling interest and stockholders’ equity	$	7,030.3	$	339.6	$	(30.2)		$	7,339.7

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

DELEK US HOLDINGS, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(In millions, except share and per share data)

	Historical<br><br>Delek US Holdings, Inc.		Gravity As Adjusted – Note 2		Transaction Accounting Adjustments – Note 3			Pro Forma Combined
Net revenues	$	9,478.5	$	91.8	$	—		$	9,570.3
Cost of sales:
Cost of materials and other	8,547.1		2.2		—			8,549.3
Operating expenses (excluding depreciation and amortization presented below)	580.3		51.8		—			632.1
Depreciation and amortization	259.6		21.1		(10.2)		(a)	270.5
Total cost of sales	9,387.0		75.1		(10.2)			9,451.9
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)	5.7		—		—			5.7
General and administrative expenses	191.6		3.0		—			194.6
Depreciation and amortization	18.6		—		—			18.6
Asset impairment	31.3		—		—			31.3
Other operating income, net	(67.6)		(0.3)		—			(67.9)
Total operating costs and expenses	9,566.6		77.8		(10.2)			9,634.2
Operating (loss) income	(88.1)		14.0		10.2			(63.9)
Interest expense, net	244.1		15.4		11.3		(c)	255.4
					(15.4)		(c)
Income from equity method investments	(77.4)		—		—			(77.4)
Other (income) expense, net	(1.1)		2.8		—			1.7
Total non-operating expense, net	165.6		18.2		(4.1)			179.7
(Loss) income from continuing operations before income tax (benefit) expense	(253.7)		(4.2)		14.3			(243.6)
Income tax (benefit) expense	(56.7)		(0.7)		2.3		(d)	(55.1)
Net (loss) income	(197.0)		(3.5)		12.0			(188.5)
Net income attributed to non-controlling interests	27.8		—		3.0		(e)	30.8
Net (loss) income attributable to Delek	$	(224.8)	$	(3.5)	$	9.0		$	(219.3)
Basic (loss) income per share	$	(3.51)						$	(3.42)
Diluted (loss) income per share	$	(3.51)						$	(3.42)
Weighted average common shares outstanding:
Basic	64,099,700							64,099,700
Diluted	64,099,700							64,099,700

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

DELEK US HOLDINGS, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2023

(In millions, except share and per share data)

	Historical<br><br>Delek US Holdings, Inc.		Gravity As Adjusted – Note 2		Transaction Accounting Adjustments – Note 3			Pro Forma Combined
Net revenues	$	16,467.2	$	124.6	$	—		$	16,591.8
Cost of sales:
Cost of materials and other	14,825.3		4.7		—			14,830.0
Operating expenses (excluding depreciation and amortization presented below)	770.6		72.0		—			842.6
Depreciation and amortization	322.8		28.2		(13.8)		(a)	337.2
Total cost of sales	15,918.7		104.9		(13.8)			16,009.8
Insurance proceeds	(20.3)		—		—			(20.3)
Operating expenses related wholesale business (excluding depreciation and amortization presented below)	4.4		—		—			4.4
General and administrative expenses	272.0		3.3		3.2		(b)	278.5
Depreciation and amortization	16.7		—		—			16.7
Asset impairment	37.9		—		—			37.9
Other operating expense (income), net	(6.9)		0.7		—			(6.2)
Total operating costs and expenses	16,222.5		108.9		(10.6)			16,320.8
Operating income	244.7		15.7		10.6			271.0
Interest expense, net	318.0		20.8		16.6		(c)	334.6
					(20.8)		(c)
Income from equity method investments	(86.2)		—		—			(86.2)
Other income, net	(3.7)		—		—			(3.7)
Total non-operating expense, net	228.1		20.8		(4.2)			244.7
Income (loss) from continuing operations before income tax (benefit) expense	16.6		(5.1)		14.8			26.3
Income tax (benefit) expense	(3.0)		(1.0)		2.7		(d)	(1.3)
Net (loss) income	19.6		(4.1)		12.1			27.6
Net income attributed to non-controlling interests	26.9		—		2.4		(e)	29.3
Net (loss) income attributable to Delek	$	(7.3)	$	(4.1)	$	9.7		$	(1.7)
Basic income (loss) per share	$	(0.11)						$	(0.03)
Diluted income (loss) per share	$	(0.11)						$	(0.03)
Weighted average common shares outstanding:
Basic	65,406,089							65,406,089
Diluted	65,406,089							65,406,089

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.

DELEK US HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation.

The Company’s consolidated financial statements include the Partnership, which is a variable interest entity (“VIE”). As the indirect owner of the general partner of the Partnership, the Company has the ability to direct the activities of the Partnership that most significantly impact its economic performance. The Company is also considered to be the primary beneficiary for accounting purposes for the Partnership and is the Partnership’s primary customer.

The following unaudited pro forma condensed combined financial information and accompanying notes reflect the pro forma effects of the Acquisition.

The Acquisition was accounted for by the Company using the acquisition method of accounting in accordance with the accounting guidance in Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments presented are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value, policy alignment and other purchase accounting adjustments. Differences between these preliminary estimates and the final amounts may have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those described in the Company’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024. The Company performed a preliminary review of Gravity’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the unaudited pro forma condensed combined financial information. The Company will continue to perform its detailed review of Gravity’s accounting policies. Upon completion of that review, additional differences may be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

Note 2: Preliminary Acquisition Reclassification Adjustments

Certain reclassifications have been made to the historical presentation of Gravity’s financial statements to conform to the Company’s historical presentation.

Balance Sheet as of September 30, 2024 (in millions):

Gravity Caption	Delek Caption	Gravity Historical		Reclassification Adjustments		Ref.	Gravity As Adjusted
Current assets
Cash and cash equivalents	Cash and cash equivalents	$	26.1	$	—		$	26.1
Accounts receivable, net of allowance	Accounts receivable, net	19.0		4.4		(i) (ii)	23.4
Inventory	Inventories, net of valuation reserves	1.2		—			1.2
Prepaid and other current assets	Other current assets	0.2		3.1		(ii) (iii)	3.3
Affiliate receivable, net		4.8		(4.8)		(i)	—
Current portion of notes receivable		2.7		(2.7)		(iii)	—
Total current assets		54.0		—			54.0
Property, plant and equipment, net	Property, plant and equipment	227.0		100.2		(iv) (v)	327.2
	Less: accumulated depreciation	—		(100.4)		(iv)	(100.4)
	Property, plant and equipment, net	227.0		(0.2)			226.8
Operating lease right-of-use assets	Operating lease right-of-use assets	0.1		—			0.1
Intangible assets, net	Other intangibles, net	56.2		0.2		(v)	56.4
Other noncurrent assets	Other non-current assets	0.8		1.5		(iii)	2.3
Notes receivable		1.5		(1.5)		(iii)	—
Total assets		$	339.6	$	—		$	339.6
Current liabilities
Accounts payable	Accounts payable	$	5.8	$	3.2	(vi)	$	9.0
Current portion of long-term debt	Current portion of long-term debt	3.8		—			3.8
Current portion of operating lease liabilities	Current portion of operating lease liabilities	0.1		—			0.1
Accrued liabilities	Accrued expenses and other current liabilities	11.3		(3.2)		(vi)	8.1
Total current liabilities		21.0		—			21.0
Long-term debt, net of current portion	Long-term debt, net of current portion	139.7		—			139.7
	Asset retirement obligations	—		4.9		(vii)	4.9
Deferred tax liability, net	Deferred tax liabilities	28.6		—			28.6
Other long-term liabilities	Other non-current liabilities	4.9		(4.9)		(vii)	—
Total liabilities		194.2		—			194.2
Equity
Member's equity	Additional paid-in capital	145.4		—			145.4
Total equity	Total stockholders' equity	145.4		—			145.4
Total liabilities and member's equity		$	339.6	$	—		$	339.6

i.Represents the reclassification of “Affiliate receivable, net” on Gravity’s historical unaudited combined balance sheet into “Accounts receivable, net” to conform to the Company’s presentation.

ii.Represents the reclassification of certain receivable balances within “Accounts receivable, net of allowance” on Gravity’s historical unaudited combined balance sheet into “Other current assets” to conform to the Company’s presentation.

iii.Represents the reclassification “Current portion of notes receivable” and “Notes receivable” on Gravity’s historical unaudited combined balance sheet into “Other current assets” and “Other non-current assets”, respectively, to conform to the Company’s presentation.

iv.Represents the reclassification of accumulated depreciation within “Property and equipment, net” on Gravity’s historical unaudited combined balance sheet into “Less: accumulated depreciation” to conform to the Company’s presentation.

v.Represents the reclassification of an intangibles balance within “Property and equipment, net” on Gravity’s historical unaudited combined balance sheet into “Other intangibles, net” to conform to the Company’s presentation.

vi.Represents the reclassification of certain payable balances within “Accrued liabilities” on Gravity’s historical unaudited combined balance sheet into “Accounts payable” to conform to the Company’s presentation.

vii.Represents the reclassification of an asset retirement obligation liability within “Other long-term liabilities” on Gravity’s historical unaudited combined balance sheet into “Asset retirement obligations” to conform to the Company’s presentation.

Statement of Income for the nine months ended September 30, 2024 (in millions):

Gravity Caption	Delek Caption	Gravity Historical		Reclassification Adjustments		Ref.	Gravity As Adjusted
Revenues	Net revenues	$	91.8	$	—		$	91.8
	Cost of sales:
Cost of sales (excluding depreciation, amortization and accretion)	Cost of materials and other	47.0		(44.8)		(i)	2.2
	Operating expense (excluding depreciation and amortization presented below)	—		51.8		(i) (ii) (iii)	51.8
Depreciation, amortization and accretion	Depreciation and amortization	21.4		(0.3)		(iii)	21.1
	Total cost of sales	68.4		6.7			75.1
General and administrative expense	General and administrative expenses	9.3		(6.3)		(ii) (iv)	3.0
	Other operating income, net	—		(0.3)		(v)	(0.3)
Transaction and restructuring costs		0.5		(0.5)		(iv)	—
(Gain) loss on disposal of assets		(0.3)		0.3		(v)	—
Loss on debt extinguishment		2.8		(2.8)		(vi)	—
Total expenses	Total operating costs and expenses	80.7		(2.9)			77.8
Operating income	Operating income	11.1		2.9			14.0
Interest expense	Interest expense, net	(15.6)		0.2		(iv) (vii)	15.4
	Other income, net	—		(2.8)		(vi)	2.8
Interest income		0.3		(0.3)		(vii)	—
	Total non-operating expense, net	(15.3)		(2.9)			18.2
Loss before income tax	(Loss) income from continuing operations before income tax (benefit) expense	(4.2)		—			(4.2)
Income tax benefit	Income tax (benefit) expense	0.7		(1.4)		(viii)	(0.7)
Net loss	Net (loss) income	$	(3.5)	$	—		$	(3.5)

i.Represents the reclassification of expenses within “Cost of sales (excluding depreciation, amortization and accretion)” on Gravity’s historical unaudited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below) to conform to the Company’s presentation.

ii.Represents the reclassification of employee related expenses within “General and administrative expenses” on Gravity’s historical unaudited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below)” to conform to the Company’s presentation.

iii.Represents the reclassification of an accretion balance within “Depreciation, amortization and accretion” on Gravity’s historical unaudited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below)” to conform to the Company’s presentation.

iv.Represents the reclassification of “Transaction and restructuring costs” and bank and finance charges within “Interest expense” on Gravity’s historical unaudited combined statement of operations into “General and administrative expenses” to conform to the Company’s presentation.

v.Represents the reclassification of “(Gain) loss on disposal of assets” on Gravity’s historical unaudited combined statement of operations into “Other operating expense (income), net” to conform to the Company’s presentation.

vi.Represents the reclassification of “Loss on debt extinguishment” on Gravity’s historical unaudited combined statement of operations into “Other (income) expense, net” to conform to the Company’s presentation.

vii.Represents the reclassification of "Interest income" on Gravity’s historical unaudited combined statement of operations into “Interest expense, net” to conform to the Company’s presentation.

viii.Represents the reclassification of income tax benefit on Gravity’s historical unaudited combined statement of operations to conform to the Company’s presentation.

Statement of Income for the year ended December 31, 2023 (in millions):

Gravity Caption	Delek Caption	Gravity Historical		Reclassification Adjustments		Ref.	Gravity As Adjusted
Revenues	Net revenues	$	124.6	$	—		$	124.6
	Cost of sales:
Cost of sales (excluding depreciation, amortization and accretion)	Cost of materials and other	66.8		(62.1)		(i)	4.7
	Operating expense (excluding depreciation and amortization presented below)	—		72.0		(i) (ii) (iii)	72.0
Depreciation, amortization and accretion	Depreciation and amortization	28.7		(0.5)		(iii)	28.2
	Total cost of sales	95.5		9.4			104.9
General and administrative expense	General and administrative expenses	12.2		(8.9)		(ii) (iv)	3.3
	Other operating expense (income), net	—		0.7		(v)	0.7
Transaction and restructuring costs		0.6		(0.6)		(iv)	—
(Gain) loss on disposal of assets		0.7		(0.7)		(v)	—
Total expenses	Total operating costs and expenses	109.0		(0.1)			108.9
Operating income	Operating income	15.6		0.1			15.7
Interest expense	Interest expense, net	(21.1)		0.3		(iv) (vi)	20.8
Interest income		0.4		(0.4)		(vi)	—
	Total non-operating expense, net	(20.7)		(0.1)			20.8
Loss before income tax	(Loss) income from continuing operations before income tax (benefit) expense	(5.1)		—			(5.1)
Income tax benefit	Income tax (benefit) expense	1.0		(2.0)		(vii)	(1.0)
Net loss	Net (loss) income	$	(4.1)	$	—		$	(4.1)

i.Represents the reclassification of expenses within “Cost of sales (excluding depreciation, amortization and accretion)” on Gravity’s historical audited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below) to conform to the Company’s presentation.

ii.Represents the reclassification of employee related expenses within “General and administrative expenses” on Gravity’s historical audited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below)” to conform to the Company’s presentation.

iii.Represents the reclassification of an accretion balance within “Depreciation, amortization and accretion” on Gravity’s historical audited combined statement of operations into “Operating expenses (excluding depreciation and amortization presented below)” to conform to the Company’s presentation.

iv.Represents the reclassification of “Transaction and restructuring costs” and bank and finance charges within “Interest expense” on Gravity’s historical audited combined statement of operations into “General and administrative expenses” to conform to the Company’s presentation.

v.Represents the reclassification of “(Gain) loss on disposal of assets” on Gravity’s historical audited combined statement of operations into “Other operating expense (income), net” to conform to the Company’s presentation.

vi.Represents the reclassification “Interest income” on Gravity’s historical unaudited combined statement of operations into “Interest expense, net” to conform to the Company’s presentation.

vii.Represents the reclassification of income tax benefit on Gravity’s historical audited combined statement of operations to conform to the Company’s presentation.

Note 3: Preliminary Acquisition Accounting and Pro Forma Adjustments and Assumptions

Balance Sheet as of September 30, 2024

(a)The Company will account for the Acquisition using the acquisition method of accounting for business combinations in accordance with ASC 805. The Company’s allocation of the preliminary estimated purchase price with respect to the Acquisition is based on estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of September 30, 2024, using currently available information. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill or a bargain gain. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the financial position and results of operations of the combined businesses may be materially different from the pro forma amounts included herein. The Company expects to finalize the purchase price allocation and any other purchase accounting adjustments as soon as reasonably practicable, which will not extend beyond the one-year measurement period provided under ASC 805.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limiting to, the following:

•Changes to the estimated purchase price based on the actual closing net working capital settlement, to be confirmed and agreed to by both parties post-close;

•Changes in the amounts recognized for certain identifiable assets acquired and liabilities assumed as of the closing date based on the ongoing refinements to the Company’s fair value assessment and accounting policy alignment. The preliminary purchase price allocation incorporates estimated adjustments for the fair value of the acquired property, plant and equipment and intangible assets. These valuation estimates are preliminary estimates, and the final amounts and the resulting effect on the Company’s financial position and results of operations may differ significantly. The preliminary purchase price

allocation uses the carrying value of the acquired asset retirement obligation since the Company has not yet completed its estimate of required adjustments to such amount.

The tables below represent the estimated purchase price and its allocation to the net assets acquired:

	Estimated Purchase Price<br>(in millions, except share and per share data)
Delek Logistics common units issued	2,175,209
Delek Logistics stock price as of January 2, 2025	$	42.07
Equity consideration	91.5
Cash paid to Gravity upon close	65.8
Cash consideration held in adjustment and indemnity escrow	4.5
Acquisition costs paid by Delek on Gravity's behalf	2.8
Delek paydown of Gravity's debt	156.1
Cash consideration	229.2
Estimated purchase price	$	320.7	Preliminary Purchase Price Allocation<br>(in millions)
---	---	---
Assets acquired
Cash and cash equivalents	$	26.1
Accounts receivable, net	18.6
Inventories, net of inventory valuation reserves	1.2
Other current assets	0.6
Property, plant and equipment	211.1
Operating lease right-of-use assets	0.1
Other intangibles	84.3
Other non-current assets	0.8
Total assets acquired	342.8
Liabilities assumed
Accounts payable	9.0
Current portion of operating lease liabilities	0.1
Accrued expenses and other current liabilities	8.1
Asset retirement obligations	4.9
Total liabilities assumed	22.1
Net assets acquired	$	320.7

(b)Represents incremental borrowings on the Partnership’s revolving credit facility in the amount of $195.8 million incurred to fund the Acquisition.

The amount of incremental borrowings reflected in the unaudited pro forma condensed combined financial statements represents the total cash necessary to effectuate the Acquisition less the sum of (i) the historical cash balance of the Partnership as of September 30, 2024 and (ii) the historical cash balance at Gravity as of September 30, 2024. The actual amount of incremental borrowings will be informed by cash balances as of the closing date and, therefore, will be different from the amount presented in the unaudited pro forma condensed combined financial statements as of September 30, 2024.

(c)Represents the accrual of $3.2 million of estimated transaction costs expected to be incurred by the Company subsequent to September 30, 2024. These transaction costs are preliminary estimates; the final amounts and the resulting effect on the Company’s financial position may differ significantly.

(d)Represents the recognition of the non-controlling interest in the Partnership as a result of the Acquisition.

Statement of Income for the nine months ended September 30, 2024

The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2024 reflects the following adjustments:

(a)Represents (i) the elimination of historical depreciation expense and recognition of new depreciation expense based on the preliminary fair value estimates of acquired property, plant and equipment and (ii) the elimination of historical amortization expense and recognition of new amortization expense based on the preliminary fair value estimates of acquired customer relationship intangibles. The depreciation of property, plant and equipment is based on the preliminary estimated remaining useful lives of the acquired assets, is calculated on a straight-line basis, and is inclusive of depreciation of capitalized asset retirement costs. The amortization of intangible assets is based on the preliminary estimated periods over which the economic benefits of the intangible assets are expected to be realized and is calculated on a straight- line basis. The adjustment is recorded to depreciation and amortization included in cost of sales in the amount of $10.2 million.

	Nine Months Ended<br>September 20, 2024
	(in millions)
Reversal of Gravity’s historical property, plant and equipment depreciation and amortization	$	(21.0)
Depreciation of acquired property, plant and equipment assets	7.6
Amortization of acquired identifiable intangible assets	3.2
Total net transaction accounting adjustments to depreciation and amortization	$	(10.2)

A 10% change in the valuation of property, plant and equipment would cause a corresponding increase or decrease in depreciation expense of approximately $0.8 million, assuming an overall weighted average remaining useful life of 20.8 years. A 10% change in the valuation of the customer relationship intangible asset would cause a corresponding increase or decrease in expense of approximately $0.4 million, assuming an overall weighted average useful life of 20 years.

(c)Represents the net decrease to interest expense of $4.1 million resulting from (i) the elimination of $15.4 million in interest expense, commitment fees and debt issuance cost amortization associated with Gravity’s debt extinguished in connection with closing of the Acquisition; (ii) the $11.3 million increase in interest incurred from the incremental borrowings under the revolving credit facility. For purposes of the pro forma, the interest rate for the revolving credit facility as of September 30, 2024 is a weighted average interest rate of 7.70%.

A 0.125% change in the variable interest rate of the revolving credit facility would increase interest expense presented in the unaudited pro forma condensed combined statement of income by $0.2 million.

(d)Represents the estimated income tax impact of the pro forma adjustments from the Acquisition at the estimated blended federal and state statutory rate of 15.8% for the nine months ended September 30, 2024. Because the tax rate used for these unaudited pro forma condensed combined financial statements is an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Acquisition.

(e)Represents the net income attributable to non-controlling interests associated with the cumulative net effect of the pro forma adjustments from the Acquisition.

Statement of Income for the year ended December 31, 2023

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 reflects the following adjustments:

(a)Represents (i) the elimination of historical depreciation expense and recognition of new depreciation expense based on the preliminary fair value estimates of acquired property, plant and equipment and (ii) the elimination of historical amortization expense and recognition of new amortization expense based on the preliminary fair value estimates of acquired customer relationship intangibles. The depreciation of property, plant and equipment is based on the preliminary estimated remaining useful lives of the acquired assets, is calculated on a straight-line basis, and is inclusive of depreciation of capitalized asset retirement costs. The amortization of intangible assets is based on the preliminary estimated periods over which the economic benefits of the intangible assets are expected to be realized and is calculated on a straight- line basis. The total adjustment of $13.8 million is recorded to depreciation and amortization included in cost of sales.

	Year Ended December 31, 2023
	(in millions)
Reversal of Gravity’s historical property, plant and equipment depreciation and amortization	$	(28.2)
Depreciation of acquired property, plant and equipment assets	10.2
Amortization of acquired identifiable intangible assets	4.2
Total net transaction accounting adjustments to depreciation and amortization	$	(13.8)

A 10% change in the valuation of property, plant and equipment would cause a corresponding annual increase or decrease in depreciation expense of approximately $1.0 million, assuming an overall weighted average remaining useful life of 20.8 years. A 10% change in the valuation of the customer relationship intangible asset would cause a corresponding annual increase or decrease in depreciation expense of approximately $0.4 million assuming an overall weighted average useful life of 20 years.

(b)Represents $3.2 million of estimated transaction costs expected to be incurred by the Company subsequent to September 30, 2024. These transaction costs are preliminary estimates; the final amounts and the resulting effect on the Company’s results of operations may differ significantly. These costs are nonrecurring and will not affect the Company’s statement of income beyond 12 months after the closing of the Acquisition.

(c)Represents the net decrease to interest expense of $4.2 million resulting from (i) the elimination of $20.8 million in interest expense, commitment fees and debt issuance cost amortization associated with Gravity’s debt extinguished in connection with closing of the Acquisition; (ii) the $16.6 million increase in interest incurred from the incremental borrowings under the revolving credit facility. For purposes of the pro forma, the interest rate for the revolving credit facility as of December 31, 2023 is a weighted average interest rate of 8.46%.

(d)Represents the estimated income tax impact of the pro forma adjustments from the Acquisition at the estimated blended federal and state statutory rate of 17.5% for the year ended December 31, 2023. Because the tax rate used for these unaudited pro forma condensed combined financial statements is an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Acquisition.

(e)Represents the net loss attributable to non-controlling interests associated with the cumulative net effect of the pro forma adjustments from the Acquisition.