YSWY Yesway, Inc. - 8-K

EX-99.1
2
tm2616553d1_ex99-1.htm
EXHIBIT 99.1

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 Results 1,2

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:

[email protected]

Media Contact:

Erin Vadala

[email protected]

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

9

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.

10