Yesway (YSWY) delivers record Q1 2026 results and issues full-year 2026 guidance
Rhea-AI Filing Summary
Yesway, Inc. reported record first quarter 2026 results, showing stronger profitability and cash generation. Revenue rose to $683.6 million from $600.3 million, and net income improved to $30.2 million from a $5.6 million loss a year earlier. Adjusted EBITDA more than doubled to $59.2 million, up 112.9%, helped by higher fuel margins and solid merchandise performance.
Fuel sales were $464.3 million with fuel gross profit of $71.6 million and margins of 49.4 cents per gallon. Inside merchandise sales reached $213.7 million with a 36.1% margin. Same-store total inside merchandise and fuel gross profit increased 21.8%.
Yesway generated $48.4 million of operating cash flow, spent $11.0 million on capital expenditures, and ended March 31, 2026 with $56.5 million in cash and $649.5 million of total debt including financing and lease obligations. The company operated 449 stores and introduced 2026 guidance, targeting same-store inside merchandise sales growth of 1.25%–3.25%, Adjusted EBITDA of $210–$220 million, capital expenditures of $85–$95 million, and 6–8 new store openings.
Positive
- Profitability inflection: Net income reached $30.2 million, reversing a $5.6 million loss in the prior-year quarter, while Adjusted EBITDA more than doubled to $59.2 million, up 112.9% year-over-year.
- Strong unit economics: Same-store total inside merchandise and fuel gross profit increased 21.8%, with fuel margin expanding to 49.4 cents per gallon and inside merchandise margin to 36.1%.
- Healthy cash generation and guidance: Operating cash flow rose to $48.4 million, and the company introduced 2026 guidance targeting Adjusted EBITDA of $210–$220 million and 6–8 new store openings.
Negative
- None.
Insights
Yesway delivered a highly profitable, margin-led quarter and issued solid 2026 guidance.
Yesway posted revenue of $683.6M and net income of $30.2M for the three months ended March 31, 2026, reversing a prior-year loss. Adjusted EBITDA rose to $59.2M, up 112.9%, driven mainly by higher fuel cents-per-gallon margins and stronger store-level profitability.
Fuel sales grew 16.0% to $464.3M, with fuel margins improving to 49.4 cents per gallon from 35.9. Inside merchandise sales increased 9.5% to $213.7M, and inside margin expanded 196 basis points to 36.1%. Same-store total inside and fuel gross profit rose 21.8%, highlighting both volume and pricing contributions.
Store Contribution climbed to $74.6M, up 72.7%, while net cash from operating activities increased to $48.4M. The balance sheet shows cash of $56.5M against total debt, financing, and lease obligations of $649.5M. For full-year 2026, management guides to Adjusted EBITDA of $210–$220M and 1.25%–3.25% same-store inside merchandise sales growth, with $85–$95M of capital expenditures and 6–8 store openings.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Store Contribution financial
same-store financial
non-GAAP financial measures financial
redeemable senior preferred membership interests financial
Earnings Snapshot
For fiscal 2026, Yesway targets same-store inside merchandise sales growth of 1.25%–3.25%, Adjusted EBITDA of $210–$220 million, capital expenditures of $85–$95 million, and 6–8 new store openings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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 2.02. | Results of Operations and Financial Condition. |
On June 2, 2026, Yesway, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of Yesway, Inc. dated June 2, 2026 | |
| 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 thereunto duly authorized.
| YESWAY, INC. | ||
| Date: June 2, 2026 | By: |
/s/ Ericka L. Ayles |
| Ericka L. Ayles | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 99.1
Yesway, Inc. Reports First Quarter 2026 Financial Results
Achieved record first quarter results, underscoring the continued strength of Yesway’s operating platform and consistent execution
Delivered same-store inside sales growth in 12 of the past 13 quarters and generated positive fuel gallons growth in the first quarter of fiscal 2026
Introduced fiscal year 2026 outlook, reflecting confidence in Yesway’s growth strategy, operating momentum, and ability to create long-term shareholder value
FORT WORTH, TX – June 2, 2026 – Yesway, Inc. (“Yesway” or the “Company”) (Nasdaq: YSWY), one of the fastest-growing convenience store operators in the U.S., today announced financial results for the first quarter ended March 31, 2026.
First Quarter 2026 Highlights
| · | Net income increased to $30.2 million from a net loss of $5.6 million in the prior-year period, and Adjusted EBITDA increased 112.9% year-over-year to $59.2 million. |
| · | Same-store inside merchandise sales increased 4.5% compared to the prior-year period and total inside merchandise sales increased 9.5% year-over-year, with a total inside margin of 36.1%. |
| · | Same-store fuel gallons sold increased 0.2% compared to prior-year period and total fuel gallons sold increased 8.0% year-over-year, with a total fuel margin of 49.4 cents per gallon. |
| · | Income from operations increased to $42.4 million from $10.2 million in the prior-year period, and Store Contribution increased 72.7% year-over-year to $74.6 million. |
“We are pleased to report record first quarter results following the successful completion of our public offering,” said Thomas N. Trkla, Chairman, President and Chief Executive Officer of Yesway. “Our strong performance reflects the continued execution of our growth strategy and the strength of our differentiated convenience and foodservice platform. During the quarter, we delivered meaningful year-over-year growth across our foodservice, merchandise, and fuel businesses, with fuel sales and margins increasing as we benefited from disciplined operations, strong customer demand, and the continued maturation of our store base.”
Mr. Trkla added, “Our momentum has carried into the second quarter, and we remain confident in the resilience of our business model and the significant opportunity ahead. We are focused on further strengthening Yesway’s position as a go-to destination for high-quality foodservice offerings, trusted convenience products, competitive fuel options, and neighborly customer service. With our resilient business model and thoughtful capital allocation strategy, we believe Yesway is well-positioned to continue delivering profitable growth and create long-term value for our shareholders. We are grateful for the dedication of our team members and excited about the significant opportunities ahead as we continue to scale our platform and serve the communities in which we operate.”
1
First Quarter Results1,2
Same-Store Comparison
Total inside merchandise and fuel gross profit increased 21.8% year-over-year on a same-store basis, reflecting growth in both fuel and inside merchandise categories.
Fuel gallons sold were up 0.2% year-over-year on a same-store basis, and same-store fuel gross profit increased 38.5% from the prior-year period.
Inside merchandise sales increased 4.5% year-over-year on a same-store basis, and same-store inside merchandise gross profit increased 9.8% from the prior-year period.
| Three months ended March 31, | ||||||||
| Same-Store Comparison by Category | 2026 | 2025 | ||||||
| Fuel gallons | 0.2 | % | (1.9 | )% | ||||
| Fuel sales less cost of goods sold (exclusive of depreciation and amortization) (1) | 38.5 | % | (0.7 | )% | ||||
| Inside merchandise sales | 4.5 | % | 0.4 | % | ||||
| Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) (2) | 9.8 | % | 4.8 | % | ||||
| Total inside merchandise and fuel sales less cost of goods sold (exclusive of depreciation and amortization) | 21.8 | % | 2.5 | % | ||||
| 1 | Fuel sales less cost of goods sold (exclusive of depreciation and amortization) for the Iowa and Kansas stores were $1.1 million and $0.9 million in the three months ended March 31, 2026, and 2025, respectively. |
| 2 | Inside merchandise sales for the Iowa and Kansas stores were $5.4 million and $5.7 million in the three months ended March 31, 2026, and 2025, respectively. |
Fuel
Fuel sales increased 16.0% year-over-year to $464.3 million, and fuel gross profit increased 48.6% year-over-year to $71.6 million, with fuel margins increasing 37.6% year-over-year to 49.4 cents per gallon.
| Three months ended March 31, | ||||||||
| ($ in thousands) | 2026 | 2025 | ||||||
| Fuel gallons sold (in thousands) | 145,075 | 134,381 | ||||||
| Same-store gallons sold | 0.2 | % | (1.9 | )% | ||||
| Fuel sales less cost of goods sold (exclusive of depreciation and amortization) | $ | 71,608 | $ | 48,196 | ||||
| Fuel margin (cents per gallon) | 49.4 | 35.9 | ||||||
1 Results for the periods include 29 stores in Iowa and Kansas, which the Company expects to sell by the end of 2026. Fuel sales less cost of goods sold (exclusive of depreciation and amortization) for the Iowa and Kansas stores were $1.1 million and $0.9 million in the three months ended March 31, 2026, and 2025, respectively. Inside merchandise sales for the Iowa and Kansas stores were $5.4 million and $5.7 million in the three months ended March 31, 2026, and 2025, respectively.
2 Unless otherwise stated, financial results in this release reflect the historical consolidated results of BW Ultimate Parent, LLC, the predecessor of Yesway, Inc. for financial reporting purposes. See "Presentation of Financial Information" below.
2
Inside Merchandise
Inside merchandise sales increased 9.5% year-over-year to $213.7 million, and inside merchandise gross profit increased 15.9% year-over-year to $77.2 million, with inside merchandise margin increasing 196 basis points to 36.1%.
| Three months ended March 31, | ||||||||
| ($ in thousands) | 2026 | 2025 | ||||||
| Total inside merchandise sales | $ | 213,677 | $ | 195,104 | ||||
| Same-store inside merchandise sales | 4.5 | % | 0.4 | % | ||||
| Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) | $ | 77,158 | $ | 66,632 | ||||
| Inside margin | 36.1 | % | 34.2 | % | ||||
Adjusted EBITDA
Adjusted EBITDA increased 112.9% year-over-year to $59.2 million, primarily attributable to higher fuel cents per gallon margin.
A reconciliation of net income (loss) to Adjusted EBITDA, a non-GAAP financial measure, is provided in the tables below.
Store Contribution
Store contribution increased 72.7% year-over-year to $74.6 million, primarily attributable to higher fuel cents per gallon margin, increased fuel volumes and merchandise sales driven by more stores open during the period and a higher concentration of new stores.
A reconciliation of income from operations to store contribution, a non-GAAP financial measure, is provided in the tables below.
Store Count
As of March 31, 2026, the Company operated 449 stores under the Yesway and Allsup’s brands. The following table represents the roll forward of store count through the first quarter of fiscal 2026.
| Three months ended March 31, 2026 |
||||
| Stores, beginning of period | 448 | |||
| Opened | 1 | |||
| Stores, end of period | 449 | |||
Balance Sheet, Cash Flow and Liquidity
As of March 31, 2026, the Company had cash and cash equivalents of $56.5 million and total debt, including financing obligations and finance lease obligations, of $649.5 million.
3
Net cash provided by operating activities was $48.4 million for the three months ended March 31, 2026, compared to $13.6 million in the prior year period.
Capital expenditures totaled $11.0 million for the three months ended March 31, 2026, compared to $26.3 million in the prior year period.
Full Year Fiscal 2026 Outlook
Yesway is introducing guidance for fiscal 2026 as detailed below.
| Fiscal 2026 Guidance | |
| Same-store Inside Merchandise Sales Growth | 1.25% - 3.25% |
| Adjusted EBITDA | $210 - $220 million |
| Capital Expenditures | $85 - $95 million |
| New Store Openings | 6 - 8 new stores |
Conference Call Details
Yesway will hold a conference call and webcast to discuss its first quarter 2026 financial results today, June 2, 2026, at 8:30 AM ET.
A live webcast of the conference call will be available on the investor relations section of the Company’s website or by clicking on the webcast link here. An online archive of the webcast will be available on the Company’s website for 1 year following the call.
About Yesway
Established in 2015 and headquartered in Fort Worth, Texas, Yesway is an award-winning convenience store operator with 449 stores across nine states in the Midwest and Southwest. Yesway is renowned for its iconic foodservice offerings, diverse grocery selections, and private-label products, including the famous Allsup's deep-fried burrito. Through strategic acquisitions, the 91 new stores it has developed and opened in the past several years, and its steadfast commitment to customer satisfaction and community engagement, Yesway continues to cement its position as one of the leading convenience retailers in the United States.
Non-GAAP Financial Measures
We use non-GAAP financial measures, such as Adjusted EBITDA and Store Contribution, to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance, in the case of Adjusted EBITDA, and the direct performance of our stores, in the case of Store Contribution, from period to period, and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented herein. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Additionally, Store Contribution excludes costs that we incur on an enterprise level that while essential in supporting our store operations, are not directly related to store operations, and that we believe result in efficiencies of scale and confer other benefits across our business. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
4
A reconciliation of our guidance contained in this press release of Adjusted EBITDA to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including but not limited to, uncertainty related to the timing, amount, and structure of stock-based compensation awards, as well as potential forfeitures of such awards, all of which could materially impact the Company’s estimates of forward-looking GAAP net income. These items are inherently difficult to predict, subject to significant variability, and dependent on factors that may be outside of the Company’s control.
See “Definitions” for additional information about our non-GAAP financial measures and “Non-GAAP Reconciling Information” for a reconciliation for each non-GAAP financial measure to the most directly comparable GAAP financial measure.
Definitions
| · | We define the same-store base for a given period as all owned or leased stores that were open for the entirety of that period in both the current and prior years. This measure highlights the performance of existing stores, while excluding the impact of new store openings and closures as well as acquisitions and divestitures. |
| · | Store Contribution represents, as applicable for the period, income (loss) from operations before depreciation, amortization and accretion, loss (gain) on disposal of assets, long-lived asset impairment, acquisition financing, integration, and stock-based compensation expense, and overhead expenses directly attributed to support staff and corporate offices that, while essential in supporting our store operations, are not directly related to store operations. |
| · | Adjusted EBITDA represents, as applicable for the period, net income (loss) before change in fair value of derivative liability, interest expense, income tax expense, depreciation, amortization, and accretion, and further adjusted by excluding the loss (gain) on disposal of assets, long-lived asset impairment, acquisition, financing, and integration costs, and stock-based compensation expense. |
Presentation of Financial Information
This press release presents historical consolidated results for the periods presented of BW Ultimate Parent, LLC, the predecessor of Yesway, Inc. for financial reporting purposes. The financial results of Yesway, Inc. have not been included in this press release as it did not engage in any business or other activities prior to the completion of its initial public offering in April 2026. Accordingly, these historical results do not purport to reflect the results of operations of Yesway, Inc. had the initial public offering and related transactions occurred prior to the beginning of the periods included in this press release.
5
Cautionary Note Regarding Forward-looking Statements
Some information in this press release contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the expected timing of the sale of our Iowa and Kansas stores, 2026 guidance, including with respect to same-store sales growth, Adjusted EBITDA, capital expenditures and new store openings, expected growth and future capital expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: volatility in the global prices and availability of oil and petroleum products and general economic conditions, including interest rates; our ability to maintain an adequate pipeline of suitable locations for new stores; our ability to successfully implement our rapid growth strategy; risks associated with new store development; our ability to successfully recruit, hire, and retain qualified personnel; our dependence upon market acceptance by consumers and our failure to offer products that meet our existing customers’ taste and attract new customers; changes to wage regulations and other employment and labor laws; changes in demand for fuel-based modes of transportation and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions, among others; our dependence on a limited number of suppliers for the majority of our gross fuel purchases and merchandise; operational hazards and risks normally associated with marketing of petroleum products; hazards and risks relating to the physical effects of weather and climate change; changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine products taxes and wholesale cost increases of tobacco and nicotine products; the significant influence that Brookwood Financial Partners, LLC continues to have over us, including control over decisions that require the approval of stockholders; and the other important factors discussed under “Risk Factors” in our final prospectus dated April 21, 2026, as filed with the SEC on April 23, 2026 pursuant to Rule 424(b) under the Securities Act of 1933 (the “Prospectus”) and in our other filings with the SEC.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Investor Contact:
IR@yesway.com
Media Contact:
Erin Vadala
evadala@boltpr.com
6
BW Ultimate Parent, LLC and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(dollars in thousands)
| Three months ended March 31, | 2026 | 2025 | ||||||
| Revenues (a) | $ | 683,630 | $ | 600,318 | ||||
| Expenses: | ||||||||
| Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a) | 529,215 | 480,452 | ||||||
| Salaries and employee benefits | 49,712 | 49,096 | ||||||
| Selling, general, and administrative expenses | 46,357 | 45,798 | ||||||
| Depreciation, amortization, and accretion | 15,988 | 15,517 | ||||||
| (Gain) loss on disposal of assets | (86 | ) | (745 | ) | ||||
| Total operating expenses | 641,186 | 590,118 | ||||||
| Income from operations | 42,444 | 10,200 | ||||||
| Other expense | ||||||||
| Interest expense, net | 12,208 | 14,534 | ||||||
| Change in fair value of derivative liability | — | 1,300 | ||||||
| Total other expense, net | 12,208 | 15,834 | ||||||
| Income before income tax expense | 30,236 | (5,634 | ) | |||||
| Income tax expense | — | — | ||||||
| Net income (loss) | 30,236 | (5,634 | ) | |||||
| Net income attributable to non-controlling interest | — | — | ||||||
| Net income (loss) attributable to BW Ultimate Parent, LLC | $ | 30,236 | $ | (5,634 | ) | |||
| (a) Includes excise taxes of approximately: | $ | 58,973 | $ | 54,317 | ||||
7
BW Ultimate Parent, LLC and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
| March 31, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 56,472 | $ | 36,592 | ||||
| Accounts receivable, net of allowance for credit losses of $138 and $147 as of March 31, 2026, and December 31, 2025, respectively | 32,213 | 24,538 | ||||||
| Inventories | 88,282 | 83,171 | ||||||
| Prepaid expenses | 5,183 | 6,158 | ||||||
| Other current assets | 18,500 | 13,235 | ||||||
| Total current assets | 200,650 | 163,694 | ||||||
| Property and equipment, net | 860,351 | 868,559 | ||||||
| Intangible assets | 280,946 | 280,946 | ||||||
| Goodwill | 277,996 | 277,996 | ||||||
| Operating lease right-of-use assets, net | 338,635 | 332,655 | ||||||
| Finance lease right-of-use assets, net | 1,902 | 1,931 | ||||||
| Assets held for sale | 16,599 | 16,501 | ||||||
| Other assets | 11,692 | 6,892 | ||||||
| Total assets | $ | 1,988,771 | $ | 1,949,174 | ||||
| Liabilities, redeemable senior preferred membership interests, and members’ equity | ||||||||
| Current liabilities: | ||||||||
| Current maturities of debt | 4,100 | 4,100 | ||||||
| Current maturities of financing obligations | 2,065 | 2,034 | ||||||
| Current maturities of operating lease liabilities | 5,456 | 5,417 | ||||||
| Current maturities of finance lease liabilities | 69 | 68 | ||||||
| Due to affiliates | 58 | 46 | ||||||
| Accounts payable | 98,805 | 72,964 | ||||||
| Accrued expenses and other current liabilities | 41,961 | 49,072 | ||||||
| Total current liabilities | $ | 152,514 | $ | 133,701 | ||||
| Debt, net of current maturities, debt discount, and debt issuance costs | 418,163 | 428,211 | ||||||
| Financing obligations, net of current maturities, debt discount, and debt issuance costs | 223,002 | 222,851 | ||||||
| Operating lease liabilities, net of current maturities | 323,080 | 316,451 | ||||||
| Finance lease liabilities, net of current maturities | 2,162 | 2,180 | ||||||
| Asset retirement obligations | 10,272 | 10,096 | ||||||
| Liabilities held for sale | 1,422 | 1,422 | ||||||
| Other noncurrent liabilities | 10,981 | 11,465 | ||||||
| Total liabilities | $ | 1,141,596 | $ | 1,126,377 | ||||
| Commitments and contingencies | ||||||||
| Redeemable senior preferred membership interests (150,000 shares authorized and outstanding, redemption value of $249,287 and $239,628 and liquidation preference amount of $249,287 and $239,628 as of March 31, 2026, and December 31, 2025, respectively) | 249,287 | 239,628 | ||||||
| Members’ equity | ||||||||
| Members’ capital | 596,789 | 582,070 | ||||||
| Non-controlling interest | 1,099 | 1,099 | ||||||
| Total members’ equity | 597,888 | 583,169 | ||||||
| Total liabilities, senior preferred membership interests, equity, and members’ equity | $ | 1,988,771 | $ | 1,949,174 | ||||
8
BW Ultimate Parent, LLC and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
| Three months ended March 31, | 2026 | 2025 | ||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 30,236 | $ | (5,634 | ) | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation, amortization, accretion expense | 15,988 | 15,517 | ||||||
| Amortization of right-of-use assets | 2,822 | 1,952 | ||||||
| Amortization of deferred financing cost | 1,101 | 1,049 | ||||||
| Allowance for credit losses | 9 | 4 | ||||||
| Gain on disposal of assets | (86 | ) | (745 | ) | ||||
| Change in fair value of derivative liability | — | 1,300 | ||||||
| Changes in operating assets and liabilities, net | ||||||||
| Accounts receivables | (7,684 | ) | (2,134 | ) | ||||
| Inventories | (5,111 | ) | 3,410 | |||||
| Prepaid expenses | 975 | (940 | ) | |||||
| Other current assets - BTS | (5,149 | ) | 5,110 | |||||
| Other current assets - Other | (116 | ) | (9 | ) | ||||
| Other assets | (1,807 | ) | — | |||||
| Account payable - Fuel | 27,716 | (2,953 | ) | |||||
| Account payable - Other | (2,277 | ) | (240 | ) | ||||
| Accrued expenses and other current liabilities | (6,444 | ) | (1,547 | ) | ||||
| Lease liabilities | (1,337 | ) | (1,043 | ) | ||||
| Other noncurrent liabilities | (483 | ) | 474 | |||||
| Net cash provided by operating activities | 48,353 | 13,571 | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (10,967 | ) | (26,329 | ) | ||||
| Acquisition of intangible assets | — | (715 | ) | |||||
| Proceeds from sale of assets | — | 916 | ||||||
| Other investing activities | (2,525 | ) | (47 | ) | ||||
| Net cash used in investing activities | (13,492 | ) | (26,175 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from revolver | — | 15,000 | ||||||
| Repayment of revolver | (10,000 | ) | — | |||||
| Repayment of borrowings from term loan | (1,025 | ) | (1,025 | ) | ||||
| Cash paid for debt issuance costs | (100 | ) | — | |||||
| Proceeds from financing obligation | 2,489 | — | ||||||
| Repayment of financing obligation with lessors | (470 | ) | (468 | ) | ||||
| Repayment of financing leases | (17 | ) | (16 | ) | ||||
| Distributions to redeemable senior preferred membership interests | (743 | ) | — | |||||
| Distributions to members | (5,115 | ) | (2,393 | ) | ||||
| Net cash (used in) provided by financing activities | (14,981 | ) | 11,098 | |||||
| Increase (decrease) in cash and cash equivalents | 19,880 | (1,506 | ) | |||||
| Cash and cash equivalents, beginning of period | 36,592 | 32,720 | ||||||
| Cash and cash equivalents, end of period | $ | 56,472 | $ | 31,214 | ||||
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Non-GAAP Reconciling Information
The following table contains a reconciliation of Net Income to Adjusted EBITDA for the three months ended March 31, 2026, and 2025, respectively:
BW Ultimate Parent, LLC and Subsidiaries
Reconciliation of Net Income to Adjusted EBITDA
(dollars in millions)
| Three months ended March 31, | ||||||||
| (in millions) | 2026 | 2025 | ||||||
| Net income (loss) | $ | 30.2 | $ | (5.6 | ) | |||
| Change in fair value of derivative liability | — | 1.3 | ||||||
| Interest expense, net | 12.2 | 14.5 | ||||||
| Income from operations | 42.4 | 10.2 | ||||||
| Depreciation, amortization, and accretion | 16.0 | 15.5 | ||||||
| (Gain) loss on disposal of assets | (0.1 | ) | (0.7 | ) | ||||
| Acquisition, financing, and integration costs | 0.9 | 2.8 | ||||||
| Adjusted EBITDA | $ | 59.2 | $ | 27.8 | ||||
The following table contains a reconciliation of income from operations to Store Contribution for the three months ended March 31, 2026, and 2025, respectively:
BW Ultimate Parent, LLC and Subsidiaries
Reconciliation of Income from Operations to Store Contribution
(dollars in millions)
| Three months ended March 31, | ||||||||
| (in millions) | 2026 | 2025 | ||||||
| Income from operations | $ | 42.4 | $ | 10.2 | ||||
| Depreciation, amortization, and accretion | 16.0 | 15.5 | ||||||
| (Gain) loss on disposal of assets | (0.1 | ) | (0.7 | ) | ||||
| Acquisition, financing, and integration costs | 0.9 | 2.8 | ||||||
| Overhead expenses: | ||||||||
| Salaries and benefits | 10.8 | 10.8 | ||||||
| Facility expense | 0.3 | 0.3 | ||||||
| Professional services | 1.7 | 1.5 | ||||||
| Marketing and advertising | 0.9 | 0.9 | ||||||
| Corporate software and hardware | 0.5 | 0.7 | ||||||
| Repairs and maintenance | 0.3 | 0.2 | ||||||
| Meetings and travel | 0.6 | 0.5 | ||||||
| Insurance | 0.2 | 0.2 | ||||||
| Other income and expense | 0.1 | 0.3 | ||||||
| Total overhead expenses | 15.4 | 15.4 | ||||||
| Store Contribution (1) | $ | 74.6 | $ | 43.2 | ||||
| (1) | Store Contribution generated by the 29 stores in Iowa and Kansas was $0.2 million and $1 million in the three months ended March 31, 2026, and 2025, respectively. |
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