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YSWY Yesway

Filed: 21 Sep 21, 5:09pm
As filed with the Securities and Exchange Commission on September 21, 2021
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Yesway, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
5411
(Primary Standard Industrial
Classification Code Number)
86-3446060
(I.R.S. Employer
Identification No.)
2301 Eagle Parkway
Fort Worth, TX 76177
Telephone: (682) 428-2400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kurt M. Zernich
General Counsel
2301 Eagle Parkway
Fort Worth, TX 76177
Telephone: (682) 428-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ian D. Schuman, Esq.
Stelios G. Saffos, Esq.
Drew Capurro, Esq.
Latham & Watkins LLP
1271 Avenue of Americas
New York, NY 10020
Telephone: (212) 906-1200
Fax: (212) 751-4864
Christopher M. Forrester
Ilir Mujalovic
Shearman & Sterling LLP
1460 El Camino Real, 2nd Floor
Menlo Park, CA 94025-4110
Telephone: (650) 838-3600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   ☐Accelerated filer   ☐
Non-accelerated filer   ☒
Smaller reporting company   ☐
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Proposed Maximum
Aggregate Offering Price(1)(2)
Amount of
Registration Fee
Class A common stock, $0.0001 par value per share$100,000,000$10,910
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)
Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is executed.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS (Subject To Completion)
Issued September 21, 2021
           Shares
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Yesway, Inc.
Class A Common Stock
This is an initial public offering of shares of Class A common stock of Yesway, Inc. We are selling           shares of Class A common stock.
Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of Class A common stock will be between $      and $      . We have applied to list our Class A common stock on the Nasdaq Stock Market under the symbol “YSWY.”
We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock and each share of our Class B common stock entitles the holder to one vote per share on all matters presented to our stockholders generally. Immediately following the consummation of this offering, all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners (as defined below), which will represent in the aggregate approximately % of the voting power of our outstanding common stock after this offering (or approximately % if the underwriters exercise in full their option to purchase additional shares).
We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Interests (as defined below) we acquire directly from BW Ultimate Parent, LLC, and indirectly from the Blocker Shareholders (as defined below) with the proceeds from this offering, collectively representing an aggregate % economic interest in BW Ultimate Parent, LLC. Of the remaining % economic interest in BW Ultimate Parent, LLC, % will be owned by the Continuing Equity Owners (excluding Brookwood) through their ownership of LLC Interests and % will be owned by Brookwood, our majority owner through their ownership of LLC Interests. Following this offering, Brookwood will continue to be able to control all of our major corporate decisions.
Yesway, Inc. will be the sole managing member of BW Ultimate Parent, LLC. We will operate and control all of the business and affairs of BW Ultimate Parent, LLC and its direct and indirect subsidiaries and, through BW Ultimate Parent, LLC and its direct and indirect subsidiaries, conduct our business.
After the consummation of the Transactions (as defined below), including this offering, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market as Brookwood, our sponsor, will have more than 50% of the voting power for the election of our directors. See “Our Organizational Structure” and “Management—Controlled Company Exception.”
Investing in our common stock involves risks. See “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our Class A common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per
Share
Total
Initial public offering price$     $     
Underwriting discounts and commissions(1)
$$
Proceeds, before expenses, to Yesway, Inc.$$
(1)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest).”
At our request, the underwriters have reserved up to % of the shares offered by this prospectus for sale at the initial public offering price through a reserved share program. See “Underwriting (Conflicts of Interest)—Reserved Share Program.”
The underwriters have the option to purchase up to an additional           shares of Class A common stock from us at the initial price to public less the underwriting discounts within 30 days of the date of this prospectus solely to cover over-allotments, if any.
The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on           , 2021.
Morgan StanleyJ.P. MorganGoldman Sachs & Co. LLC
BMO Capital Markets         Barclays
Prospectus dated         , 2021.

 
TABLE OF CONTENTS
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You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus that we file with the Securities and Exchange Commission. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Through and including           , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter, and with respect to an unsold allotment or subscription.
For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting (Conflicts of Interest).”
 
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BASIS OF PRESENTATION
Organizational Structure
In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, to which we refer collectively as the “Transactions.”
See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.
Certain Definitions
As used in this prospectus, unless the context otherwise requires:

“we,” “us,” “our,” the “Company,” “Yesway,” and similar references refer: (1) following the consummation of the Transactions, including this offering, to Yesway, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Parent (as defined below); and (2) prior to the completion of the Transactions, including this offering, to Parent and, unless otherwise stated, all of its direct and indirect subsidiaries.

Allsup’s” refers to Allsup’s Convenience Stores, which we acquired on November 18, 2019.

“Blocker Companies” refer to entities affiliated with Brookwood that are owners of LLC Interests in Parent prior to the Transactions and are taxable as corporations for U.S. federal income tax purposes.

“Blocker Shareholders” refer to entities affiliated with Brookwood, which entities are also the owners of the Blocker Companies prior to the Transactions, who will exchange their interests in the Blocker Companies for shares of our Class A common stock and rights under the Tax Receivable Agreement in connection with the consummation of the Transactions.

“Brookwood” refers to our sponsor Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners, LLC and other entities over which Brookwood Financial Partners, LLC has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).

“Continuing Equity Owners” refer collectively to holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions (which include Brookwood and each of our executive officers, and their respective permitted transferees) who may, following the consummation of this offering, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (determined by at least two of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), cash or newly issued shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.”

“Credit Facility” refers to the $410.0 million Term Loan Facility and the $125.0 million Revolving Credit Facility under that certain credit agreement, as amended, restated, supplemented or otherwise modified from time to time, entered into as of April 2, 2021, among BW Gas & Convenience Parent, LLC, BW Gas & Convenience Holdings, LLC, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each L/C Issuer (as defined thereto).

“LLC Interests” refer to the common units of Parent, including those that we purchase with a portion of the net proceeds from this offering.

“Parent” refers to BW Ultimate Parent, LLC.
 
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“Parent LLC Agreement” refers to Parent’s second amended and restated limited liability company agreement, which will become effective on, or prior to, the consummation of this offering.
Yesway, Inc. will be a holding company and the sole managing member of Parent, and upon consummation of the Transactions, its principal asset will consist of LLC Interests.
Presentation of Financial Information
Parent is the accounting predecessor of the issuer, Yesway, Inc., for financial reporting purposes. Yesway, Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

Yesway, Inc.—Other than the inception balance sheet, dated as of April 23, 2021, the historical financial information of Yesway, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date, and had no assets or liabilities during the periods presented in this prospectus.

Parent—Because Yesway, Inc. will have no interest in any operations, other than those of Parent and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Parent and its subsidiaries.
Except as noted in this prospectus, the unaudited pro forma financial information of Yesway, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Parent and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2020 in the case of the unaudited pro forma condensed consolidated statements of operations data, and as of June 30, 2021, in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.
Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures
Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.” We define these terms as follows:

“store count by brand” represents the number of stores open under the Yesway brand and the Allsup’s brand we operated at the end of a given period;

fuel gallons sold by type” represents the total number of gallons sold of diesel fuel and of gasoline fuel in a given period;

fuel gross profit” represents the fuel sales in a given period less the cost of goods sold for fuel during the same period;

inside merchandise sales” represent the sales of general merchandise and foodservice;

“inside merchandise gross profit” represents inside merchandise sales in a given period less the direct cost of goods sold for merchandise and foodservice during the same period;

same-store sales” represent the total sales in a given category for our stores open during the full time of the periods being presented;
 
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Adjusted EBITDA” represents, as applicable for the period, net income (loss) before interest expense, income tax expense (benefit), depreciation, amortization and accretion expense, and further adjusted by excluding the loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, acquisition, financing, integration and restructuring costs, stock-based compensation costs and other non-recurring expenses; and

Store Contribution” represents, as applicable for the period, income (loss) from operations before depreciation, amortization and accretion expense, loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, acquisition financing, integration and restructuring costs, stock-based compensation costs, other non-recurring expenses 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. The excluded overhead expenses include:

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;

marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall company brand and marketing that is not directly related to a store;

supplies costs: costs for office supplies for corporate staff;

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events;

insurance costs: costs associated with maintaining insurance policies related to corporate offices and staff; in contrast, individual stores are separately allocated insurance expenses for applicable premiums; and

other income and expenses: costs related primarily to bank fees, equipment rental, membership dues for retail/fuel associations and charitable contributions.
We use non-GAAP financial measures, such as Adjusted EBITDA and Store Contribution, to supplement financial information presented in accordance with generally accepted accounting principles in the United States, or 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 in this prospectus. 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. See “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
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TRADEMARKS
This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ®, , or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
MARKET AND INDUSTRY DATA
Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position, and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, including trade associations and government agencies, and data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
 
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PROSPECTUS SUMMARY
This summary highlights selected information included elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
Overview
Yesway is one of the fastest-growing convenience store operators in the U.S., with 403 Company-operated stores as of June 30, 2021, up from 140 as of December 31, 2018. We operate our portfolio primarily under two successful brands, Yesway and Allsup’s. Our sites are differentiated through a leading foodservice offering, featuring Allsup’s famous deep-fried burrito, and a wide variety of high-quality grocery items and private-label products. Our geographic footprint consists of stores located in attractive rural and suburban markets across the Midwest and Southwest, where we often are the convenience retail destination of choice and effectively the local grocer. We have a successful track record of growing through acquisitions and believe we are well positioned to continue to solidify our market position and grow our store count.
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Established in 2015 by a team of real estate-focused private equity investors, Yesway is a multi-branded platform that acquires, transforms, and enhances portfolios of convenience stores by leveraging expertise in real estate and technology, and by implementing data-driven decision making. We assembled a team of industry veterans and built the Yesway brand from the ground up based on best practices for operating a convenience retailer. We offer our customers a go-to destination for compelling foodservice and convenience products with a neighborly and enjoyable shopping experience. We believe this value proposition has resulted in strong customer loyalty, as evidenced by our track record of positive same-store sales growth. Additionally, in an industry that has been slow to adopt technology, we have made it a focus. Our investments in technology and software-led business automation enable best-in-class reporting and performance monitoring, drive strong operational efficiencies by reducing labor cost associated with manual processes, allow for data-driven decision making, and provide an improved customer experience.
We are continuing to grow through: (1) portfolio and single-store acquisitions, having reached our current scale through 24 portfolio acquisitions; and (2) razing and rebuilding or remodeling existing stores, a strategy that has enabled us to achieve substantial financial improvement year-over-year via increased store-level sales
 
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and EBITDA. Our ability to build brands, raise capital, and acquire stores at favorable valuations has proven to be an effective strategy. In less than four years, we created a portfolio of more than 140 Yesway-branded stores by acquiring independent locations at compelling prices, rebranding or remodeling them, and implementing operational efficiencies. In November 2019, we acquired Allsup’s, a chain of over 300 convenience stores and the largest acquisition in our history. This acquisition approximately tripled our store count and made us one of the largest convenience store operators in the U.S.
We have a differentiated track record of sourcing, integrating, and adding value to our portfolio acquisitions. Since our founding, we have acquired 451 convenience stores in 24 separate transactions and made select divestitures in connection with larger acquisitions or to dispose of under-performing stores, bringing our total store count to 403 as of June 30, 2021. We have built a strong reputation as an acquirer of choice in our markets and will continue to leverage our acquisition experience to outperform competitors and drive growth in the future.
As part of our due diligence for each acquisition, we develop a timeline and specific plan for the operational, financial, technological, and structural integration of the new stores. For our transformative Allsup’s acquisition, we identified $42.0 million in synergies to be realized through the operational merger with Yesway and projected for the integration of the two companies and achievement of these synergies to be completed by the end of 2021. We successfully completed the structural and technological integration of the two companies ahead of schedule, including the consolidation of legal entities, contracts, information technology platforms, financial reporting systems, and employee benefit plans and policies. As of July 2021, we have achieved $31.5 million in completed, run-rate synergies, of which $24.4 million are cost synergies and $7.1 million are revenue synergies. In this context, completed run-rate synergies refers to implemented actions that, on a 12-month run rate, would result in our realizing such cost savings or gross margin improvement per year.
Recent Financial Performance
We believe we are still in the early stages of realizing the benefits of our transformative acquisition of Allsup’s in November 2019, which was the primary driver in increasing our store count from 140 at the end of 2018 to 403 as of June 30, 2021. Despite the COVID-19 pandemic, which disrupted and continues to significantly disrupt global economies and many U.S. businesses, we have achieved the following performance since the closing of the Allsup’s acquisition on November 18, 2019:

Fuel gross profit was $136.0 million in 2020 and fuel margin was 35.9 cpg during the same period. Fuel gross profit decreased 12% from $72.8 million for the six months ended June 30, 2020 to $64.1 million for the six months ended June 30, 2021;

Inside merchandise sales were $628.8 million in 2020. Inside merchandise sales increased by 0.4% from $306.9 million for the six months ended June 30, 2020 to $308.2 million for the six months ended June 30, 2021;

Inside merchandise margin was 30.5% in 2020. Inside merchandise margin increased by 200 bps from 29.5% for the six months ended June 30, 2020 to 31.5% for the six months ended June 30, 2021;

Income from operations was $86.6 million in 2020 and $42.5 million in the six months ended June 30, 2021 compared to $47.7 million for the six months ended June 30, 2020;

Net income was $26.6 million in 2020 and $2.3 million for the six months ended June 30, 2021 compared to $15.4 million for the six months ended June 30, 2020;

Store Contribution was $159.2 million in 2020, $76.7 million for the six months ended June 30, 2021 and $82.4 million for the six months ended June 30, 2020; and

Adjusted EBITDA was $118.8 million in 2020, $57.6 million for the six months ended June 30, 2021 and $63.6 million for the six months ended June 30, 2020.
Total principal amount of debt outstanding under our Credit Facility, excluding unamortized debt discount and deferred issuance costs, as of June 30, 2021 was $385.1 million, consisting of $410.0 million outstanding under our Term Loan B and net debt issuance costs of $24.9 million. In April 2021, we refinanced our outstanding debt and entered into a credit agreement providing for a $410.0 million term loan facility and a $125.0 million undrawn, revolving credit facility.
 
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Our Industry
We operate in the large and ubiquitous U.S. convenience retail industry, which was comprised of over 150,000 stores as of December 31, 2020, according to the National Association of Convenience Stores (“NACS”). Convenience stores are one of the most ubiquitous retail offerings in the country, with more than three times as many locations as grocery stores. This essential industry has experienced consistent growth for decades, is more insulated from the threat of e-commerce than other retailers, and has proven to be resilient through severe recessions. Additionally, we believe enduring trends of industry fragmentation and increasing benefits of consolidation provide us with continued opportunities to compete more effectively and grow through acquisitions.
Large and Growing Addressable Market.   The U.S. convenience retail industry generated $548.2 billion in sales in 2020, according to NACS. Inside merchandise sales, which comprised 47% of total U.S. convenience retail industry sales in 2020, have increased by 6.0% per year on average since 1980. Additionally, convenience stores offer speed of service to time-sensitive consumers and often serve as substitutes to conventional grocery stores and quick service restaurants (“QSRs”), which generated $1.0 trillion and $239.0 billion in sales in the U.S. in 2020, respectively, according to Statista. We believe this is particularly applicable to Yesway and Allsup’s as both brands operate in less dense markets and are often one of the primary destinations for customers to buy groceries and food to-go. Given these advantages, we believe we have a significant opportunity to expand our product offering and capture market share from other retail formats.
Insulated from E-Commerce.   We believe convenience stores are more insulated from the encroachment of e-commerce than other retailers as they provide a number of important items that cannot be easily delivered on an on-demand basis to consumers’ homes, whether due to government regulation, logistical issues, or customers’ desire for food on-the-go. These categories include hot coffee, lottery tickets, tobacco products, alcohol, hot food, and fountain drinks. According to NACS, these combined categories represented more than 60% of merchandise sales at convenience stores and, together with motor fuel, almost 80% of total industry revenue in 2020. In addition, in rural markets, we believe the home delivery of small-ticket items has proven uneconomical due, in part, to low population density. As a result, we have seen limited competition from e-commerce businesses, and we believe the potential near-term impact of e-commerce on our business is low.
Slow Adoption of Electric Vehicles.   The adoption of electric vehicles, or EVs, remains slow in the markets in which we operate. Based on the EIA 2021 Annual Energy Outlook report, battery and EVs are expected to represent only approximately 9% of total U.S. light-duty vehicle sales by 2030, and only 20% of U.S. light-duty vehicle sales by 2050. The adoption of EVs is particularly slow in our current geography, according to data collected by the U.S. Census Bureau and the U.S. Department of Energy, which we believe insulates us from more dramatic long-term drops in demand for fuel. In addition, while fuel efficiency of vehicles is slowly increasing, total gasoline consumption in the U.S. actually increased from 2015 through 2019 due to population growth and increased miles driven per capita according to the U.S. Energy Information Administration. We believe that even in the event of faster adoption of EVs, our retail real estate of gas stations and convenience stores will make an attractive target for EV charging locations.
Recession-Resilient Industry.   The convenience retail industry has thrived through U.S. economic cycles, oil price fluctuations, inflation, and government regulations as convenience stores are often viewed as the “destination of choice” for grocery and snacking needs for many consumers, and the demand for retail fuel remains fairly inelastic. Inside merchandise sales in the convenience retail industry have consistently grown at a compound annual growth rate (“CAGR”) of 6.0% since 1980, topping $255 billion in 2020.
 
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Sources:   NACS and U.S. Energy Information Administration.
Essential Retail Industry.   The broader retail industry is undergoing structural shifts, as more retailers file for bankruptcy and close stores, a trend that has been accelerated by the COVID-19 pandemic. In contrast, convenience stores were declared essential businesses by state governments during the pandemic and have demonstrated resilient and growing inside merchandise sales as a result of strong customer loyalty. Convenience stores offer efficiency and convenience by providing customers the ability to complete both grocery shopping and refueling in the same trip, an important consideration during the pandemic and going forward.
Highly Fragmented Industry Leading to Significant Consolidation Opportunities.   The convenience retail industry is large and remains highly fragmented. Of the more than 150,000 stores in the U.S. as of December 31, 2020, 61.4% were owned by single-store operators while the remaining 38.6% were part of multi-store chains, according to NACS. The five largest convenience store chains accounted for only 15% of the industry’s total store count as of December 31, 2020. In recent years, the industry has seen a wave of consolidation as larger players have increasingly absorbed smaller ones. Scale provides convenience store operators numerous benefits, including more attractive fuel and merchandise contract terms, more scalable foodservice, an ability to implement broad loyalty programs, and other economies of scale.
Our Competitive Strengths
Leading, Scaled Convenience Store Operator with Strong Position in Highly Attractive Markets
With 402 stores as of December 31, 2020, we ranked as the 12th largest convenience store operator by store count in the U.S., according to CS News’ store count for convenience store chains excluding non-comparable convenience store owners such as integrated oil companies, midstream and upstream oil companies, truck stops, and REITs. We operate a mix of rural and suburban locations in the Midwest and Southwest geographies, which are traditionally characterized by stable household income and population growth. The majority of our stores are located in communities with fewer than 20,000 people. Through our deep presence in smaller communities, we have built strong competitive positioning and brand loyalty in our markets. In most of our markets, we operate as the #1 or #2 convenience store based on sales and are, in some locations, the sole local destination for fuel- and grocery-related items. In addition, in the rural markets in which we operate, we note slower adoption of EVs relative to urban markets, insulating us from more dramatic long-term drops in demand for fuel. If EV adoption accelerates in our geographies, we believe our strong operational expertise and lot sizes will allow us to quickly add EV infrastructure. For example, we, together with a third-party energy company, have partnered with the state of New Mexico to introduce charging
 
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stations at a number of our locations. We believe that our scale and leading market position will allow us to effectively compete and drive growth in our existing markets.
Two Strong, Synergistic Brands with a Loyal Consumer Following and Iconic Foodservice Platform
The Yesway and Allsup’s brands complement and drive synergies to one another. Allsup’s stores are set to benefit from the rollout of Yesway’s loyalty program and continued integration of Yesway’s technology platform, while Yesway stores will benefit from the rollout of Allsup’s destination foodservice platform.

Yesway (101 Locations).   We created Yesway as a differentiated brand that is known for operational excellence, an enhanced foodservice offering, an expanded product assortment including affordable and high-quality private-label items, and attentive customer service. Our award-winning Yesway Rewards loyalty program is a key strategic platform that delivers value to customers by offering attractive savings on gas, club rewards, member-only coupons and discounts, and sweepstakes, which generate significant customer engagement, repeat customer visits and increased store foot traffic. Our loyalty program has, on average, increased annual member spend by 27% on inside merchandise and 16% on fuel compared to the year prior to joining the program, based on an evaluation completed in 2020. Based on that same evaluation, customers enrolled in Yesway Rewards generated an average of 27% more inside merchandise gross profit compared to their inside merchandise gross profit contribution before joining the rewards program. Leveraging Yesway’s deep expertise in loyalty management, we rolled out the loyalty program to all Allsup’s stores by the end of February 2021, which was met with widespread acceptance.

Allsup’s (302 Locations).   With its family-run heritage, Allsup’s has been serving as a cornerstone in each of its local communities for over 60 years. Additionally, Allsup’s features an iconic foodservice platform distinguished by the famous Allsup’s deep-fried burrito and a compelling selection of grocery items and private-label products. We plan to rollout Allsup’s strong foodservice platform across Yesway stores. In March 2021, we introduced the Allsup’s deep-fried burrito into our Amarillo Yesway store, which was met with great enthusiasm by customers. Further, Allsup’s stores benefit from a store layout that allows a single employee to simultaneously operate the register and manage the foodservice preparation during non-peak hours, driving labor cost efficiencies.
We believe we have created tremendous brand value with both Yesway and Allsup’s, and we expect to continue to grow our platform under these two successful brands.
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Tech Platform and Data-Driven Decision Making Drive Operational Efficiencies
We effectively leverage technology and data in an industry that has been historically slow to adopt technology, which we believe differentiates us from our competitors. We utilize our IT infrastructure and data to help us
 
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make better management decisions. With robust data on every store in our portfolio, we are able to make big picture decisions such as whether there is an opportunity to create value through a raze and rebuild, remodel or divestiture of an individual store. By introducing our state-of-the-art infrastructure, comprised of accounting and point-of-sale systems, cloud-hosted databases and pricing, industry-leading loyalty program and back-office platforms into the stores we acquire or build, we are able to reduce costs and increase profitability. For example, we have been able to generate meaningful cost savings by rolling out our technology platform across Allsup’s stores, which have historically relied on highly manual processes and outdated internally developed systems. We also utilize advanced technology to closely monitor fuel prices of our competitors and adjust our prices in real time to optimize our fuel profit. The goal of our IT efforts is to have a consistent and best-in-class tech platform across all of our stores that will drive us closer to maximum efficiency.
Strong Value Creation Track Record through Store Remodels and Raze and Rebuilds
We operate predominantly under a Company-owned, Company-operated model (“COCO”), and owned 72% of the real estate underlying our total store base as of June 30, 2021. Through our dedicated development team, we have completed a number of successful capital investment projects, which have driven operational improvements, grown gallons of fuel sold, and increased inside merchandise sales.

Store Remodels.   Since founding Yesway in 2015 through June 2021, we have successfully completed 102 store remodels on our acquired stores, which includes 13 Allsup’s stores that have been remodeled since the acquisition in November 2019. From January 2017 until the acquisition, Allsup’s completed 11 store remodels which, on average, increased Store Contribution per site by 64.8% in the first full year following the remodel. Allsup’s generated an average Return on Investment (“ROI”), which we define as the difference between the 12-month Store Contribution following the completion of a store capital improvement project and the 12-month Store Contribution prior to the capital improvement project, divided by the cost of the capital improvement project, of 22.9% during the same period based on an average remodel cost of $1.2 million per site. Other Allsup’s capital projects not captured in the count of store remodels include the installation of additional diesel islands and parking lot expansions.

Raze and Rebuilds.   From January 2017 until the acquisition, Allsup's completed nine raze and rebuilds. For the four raze and rebuilds for which we have 12 months of pre- and post-completion financial statements, Store Contribution per site increased by nearly 400% in the first full year following completion of the raze and rebuild. These four initiatives generated an average ROI of 29.7% during the same period based on an average cost of $2.7 million per site. Historically, Allsup's completed six to ten capital projects per year, upgrading a third of its portfolio in the past two decades and demonstrating a proven ability to drive strong operational improvements. We have leveraged, and will continue to leverage, the significant raze and rebuild expertise within the Allsup's development team. To that end, we have completed three raze and rebuilds on Allsup's stores since the acquisition.

Allsup’s Market.   We recently accelerated the rollout of our Allsup’s Market at select locations, which offers an expanded selection of grocery items such as fresh meats and produce along with other everyday grocery items not typically found in the standard convenience store offering. For our three rollouts completed since 2019, we have generated strong incremental sales.
Through our disciplined capital allocation, which entails allocating our investments toward projects that are expected to yield the highest ROI, and deep experience in improving real estate and store operations, we have demonstrated our ability to generate attractive returns on investment.
Proven Ability to Source, Integrate and Extract Synergies from Highly Accretive Acquisitions
We have a differentiated track record of sourcing, integrating, and adding value to our portfolio acquisitions. Since our founding, we have acquired 451 convenience stores in 24 separate transactions and made select divestitures in connection with larger acquisitions or to dispose of underperforming stores, bringing our total store count to 403 as of June 30, 2021. We have built a strong reputation as an acquirer of choice in our markets and will continue to leverage our acquisition experience to outperform competitors and drive growth in the future.
 
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As part of our due diligence for each acquisition, we develop a timeline and specific plan for the operational, financial, technological, and structural integration of the new stores. For our transformative Allsup’s acquisition, we identified $42.0 million in synergies to be realized through the operational merger with Yesway and projected for the integration of the two companies and achievement of these synergies to be completed by the end of 2021. We successfully completed the structural and technological integration of the two companies ahead of schedule, including the consolidation of legal entities, contracts, information technology platforms, financial reporting systems, and employee benefit plans and policies. As of July 2021, we have achieved $31.5 million in completed, run-rate synergies, of which $24.4 million are cost synergies and $7.1 million are revenue synergies. In this context, completed run-rate synergies refers to implemented actions that, on a 12-month run rate, would result in our realizing such cost savings or gross margin improvement per year.
Deep Bench of Talent with Strong Real Estate and Retail Expertise
Yesway is led by a management team that possesses decades of combined investment and operating experience and has demonstrated a strong track record of revenue growth and value creation. Led by Thomas N. Trkla, who serves as the Chairman and Chief Executive Officer of both Yesway and its sponsor Brookwood Financial Partners, LLC, the team has deep experience in acquiring, improving, rebranding, and operating value-add commercial real estate properties and convenience stores.
Yesway’s senior leadership also includes numerous convenience store industry veterans who leverage best practices learned from decades of experience with major U.S.-based convenience store chains to deliver operational excellence.
Strong Financial Performance with Attractive Business Mix and Robust Operating Margins
We have a highly attractive business mix, with inside merchandise gross profit representing 58% and 57% of the sum of inside merchandise gross profit and fuel gross profit for the year ended December 31, 2020 and the six months ended June 30, 2021, respectively. Our robust inside merchandise and fuel platforms and longstanding relationships with suppliers drive industry-leading margins.

Inside Merchandise Platform.   Our inside merchandise comparable sales growth has been positive for 13 out of the 14 past quarters, driven by our private-label offerings and loyalty and fleet card programs. Our highly regarded merchandising platforms, sought-after foodservice and private-label offerings, and strong vendor relationships drive strong merchandise margins. We have delivered consistent inside merchandise margins over the last three years, reaching 30.5% in 2020. Inside merchandise margin for the six months ended June 30, 2021 was 31.5%.

Fuel Platform.   We have consistently delivered high fuel margins that exceed the industry average, driven by our team’s strong fuel sourcing expertise, favorable contracts, and advantageous shift toward diesel fuel, which has historically commanded an approximate 12.0 cpg premium in margin compared to gasoline. In 2020, our fuel margin hit a three-year high at 35.9 cpg, which offset the pandemic-related temporary decline in fuel gallons and sales. With the expectation that demand for fuel and gallons sold will increase in 2021, we anticipate a reversion in per unit fuel margin. Fuel margin for the six months ended June 30, 2021 was 34.9 cpg.
We believe our strong competitive position and brand loyalty in small communities position both our inside merchandise and fuel platforms to continue to deliver strong financial performance.
Our Growth Strategies
Unlock Full Potential of Stores to Drive Comparable Sales
We believe we have significant opportunities to apply our superior operating standards and technology to help drive more customers to our locations, encourage more fuel shoppers to visit the inside of our stores, and increase per-visit spend per customer. We plan to capitalize on those opportunities through the following strategies:

Accelerate Allsup’s Foodservice Rollout.   Allsup’s stores have a distinct foodservice platform centered around the famous deep-fried burrito that we plan to further leverage across our entire store base to
 
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drive growth. We anticipate that rolling out the Allsup’s burrito across the majority of Yesway stores by the end of 2021 will drive returns with limited capital investment. Further, we have plans to start offering our foodservice at sporting events, in schools, and in grocery stores. Additionally, we will continue to build out our foodservice platform by refining our existing partnerships to enhance our proprietary offerings at select stores.

Allsup’s Express.   We are in the process of developing our Allsup’s Express concept which would consist of smaller footprint convenience stores on or adjacent to college campuses where there is a captive audience of residential students. Allsup’s Express stores will consist of a more limited merchandise selection focused on the Allsup’s famous deep-fried burrito platform, cold dispensed beverages, and alcohol, with potential partnerships with student agencies to provide on-campus delivery service. We have already selected the first pilot location in Texas for an Allsup’s Express, and expect to hold its grand opening in the first quarter of 2022. Given Allsups’ strong brand presence in the Southwest, we will initially target post-secondary institutions within the existing Allsup’s footprint in Texas, New Mexico, and Oklahoma.

Rollout Allsup’s Rewards Program.   We believe Allsup’s was the largest convenience store chain in the U.S. without a loyalty rewards program. Leveraging the historical success of our robust Yesway Rewards Program, we began the rollout of the new Yesway / Allsup’s Rewards Program across all 302 of Allsup’s stores in February 2021. We believe the loyalty program rollout will drive an uplift in sales through increased store foot traffic, more frequent repeat customer visits, and higher average annual spend per customer.

Expand Inside Merchandise Offering.   We plan to continue to expand our inside merchandise offering to attract new customers, drive foot traffic, grow inside merchandise and fuel sales, and increase margins. We have identified a number of initiatives that we believe will have a significant impact on our results, including, but not limited to, the expansion of our private-label offering, the addition of key packaged beverage brands, the addition of ATMs and money management services, and the expanded offerings of cannabidiol products, electronic cigarettes and vape products.

Expand Allsup’s Market Concept Stores.   Our Allsup’s Market offering has significantly enhanced sales at related stores, while requiring minimal capital investment. We have identified two existing Allsup’s stores and three raze and rebuilds that we believe are suitable for the highly accretive addition of Allsup’s Market and plan to evaluate other stores that could benefit from this concept.

Launch New Marketing Initiatives.   We have launched a new fleet card initiative specifically catered to truck drivers that offers them the ability to earn additional rewards, such as free coffee and food.
Increase Profitability through Synergies and Cost Saving Initiatives

Realization of Identified Synergies.   As of July 2021, we have realized approximately 75% of our synergy target of $42.0 million from the Allsup’s acquisition. Our identified cost and revenue synergy targets from the acquisition of Allsup’s consist of store operations synergies, fuel procurement synergies, merchandising and marketing synergies, real estate synergies, information technology synergies, back office synergies and indirect synergies.

Expand Inside Merchandise Margins.   We believe we have an opportunity to leverage our economies of scale when negotiating with key merchandise suppliers. We have an opportunity to shift to managing a large-scale self-supply warehouse in coordination with key distributors, resulting in greater control of product deliveries and more compelling supply chain economics.

Capture Margin Opportunity across Our Fuel Offering through Cost Savings.   We plan to increase margins by expanding our fuel offerings under favorable terms from suppliers, especially with the addition of diesel and diesel exhaust fluid (“DEF”) and bio blends. Our scale and non-exclusive fuel contracts allow us to have the freedom to secure fuel supply at more favorable costs, and in turn, maximize our margins.

Overhead Reductions and Operating Leverage Optimization.   We intend to realize efficiencies through eliminating redundant overhead expenses, implementing Yesway’s inventory control system at Allsup’s locations, and sourcing more favorable agreements with suppliers.
 
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Raze and Rebuilds, Remodels, and New Store Development
We believe our flexible real estate strategy will provide an opportunity for further growth by enabling us to introduce either Yesway or Allsup’s stores in new regions depending on the strength of brand recognition in each market. We plan to complete approximately 34 raze and rebuilds and 44 remodels through the end of 2022, which will drive strong operational improvements and significant increases to fuel gallons sold as well as inside merchandise sales. We have retained the construction company that Allsup’s used on all of their historical raze and rebuilds and remodels. We have hired four additional construction companies that are all working together and sharing best practices on convenience store construction, which we expect will allow us to accelerate the pace of raze and rebuilds compared to what Allsup’s has been able to do historically. We also expect to increase our fuel market share by adding higher margin diesel canopies and pumps to existing locations. Our goal is to generate a one-year ROI of at least 20% on store investments, which is comparable to the average return achieved on store investments over the past four years. We believe our raze and rebuild efforts provide a lower risk, higher return use of capital than store acquisitions or greenfield development. While we prioritize store remodels and raze and rebuilds, we have also identified 18 potential store development opportunities through the end of 2022, as they represent unique opportunities to generate returns. Based on a target investment cost of approximately $5 million, we target a one-year ROI of at least 20% on new store developments.
Allsup’s Raze and Rebuilt Store Example – Bangs, Texas
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Yesway Remodeled Store Example – Amarillo, Texas
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Pursue Acquisitions in New and Existing Markets
Given the fragmented convenience retail market, we plan to acquire stores opportunistically in smaller towns with a lower concentration of national chain convenience stores. Our acquisitions team leverages our broad real estate expertise to source acquisitions of varied scale and integrate diverse sets of stores and operating models into our existing platform. We have an actionable pipeline of potential targets in adjacent towns where population density, demographics and overall market characteristics are similar to our existing markets. We
 
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will also consider expanding geographically by entering new states and acquiring stores in markets that feature many of the same characteristics, such as rural communities with attractive market dynamics and demographic profiles.
Summary Risk Factors
Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” immediately following this summary may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:

volatility in the global prices and availability of oil and petroleum products and general economic conditions that are out of our control;

our ability to successfully implement our growth strategy, a major part of which consists of razing and rebuilding or remodeling many of our stores;

our ability to maintain an adequate pipeline of suitable locations for new stores;

our ability to realize all anticipated synergies or operating efficiencies from our acquisition of Allsup’s or the anticipated benefits of initiatives relating to our merchandise mix;

the risk of failing to 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;

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 the marketing of petroleum products, as well as hazards and risks relating to the physical effects of climate change;

changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products; and

the significant influence Brookwood will continue to have over us after the Transactions, including control over decisions that require the approval of stockholders.
Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.”
Summary of the Transactions
Yesway, Inc., a Delaware corporation, was formed on April 23, 2021 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering, all of our business operations have been conducted through Parent and its subsidiaries. We will consummate the following organizational transactions in connection with this offering:

we will amend and restate Yesway, Inc.’s certificate of incorporation to, among other things, provide for (1) the recapitalization of our outstanding shares of existing common stock into one share of Class A common stock, (2) Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally and (3) Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B Common Stock”;
 
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we will acquire, by means of one or more mergers, the Blocker Companies (the “Blocker Mergers”) and will issue to the Blocker Shareholders       shares of our Class A common stock and rights under the Tax Receivable Agreement;

we will issue           shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration;

we will amend and restate the existing limited liability company agreement of Parent, which will become effective prior to the consummation of this offering, to, among other things, (1) recapitalize all existing ownership interests in Parent (including profits interests awarded under the existing limited liability company agreement of Parent) into one class of LLC Interests and (2) appoint Yesway, Inc. as the sole managing member of Parent upon its acquisition of LLC Interests in connection with this offering;

we will issue      shares of our Class A common stock to the purchasers in this offering (or      shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds, after taking into account the underwriting discounts and estimated offering expenses payable by us, of approximately $      million (or approximately $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

we will use the net proceeds from this offering to purchase            LLC Interests (or           LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and estimated offering expenses payable by us;

Parent intends to use the net proceeds from the sale of LLC Interests to Yesway, Inc. for general corporate purposes to support the growth of the business as described under “Use of Proceeds”; and

Yesway, Inc. will enter into (1) the Stockholders Agreement with Brookwood, (2) the Registration Rights Agreement with certain of the Continuing Equity Owners and (3) the Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders. For a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”
Immediately following the consummation of the Transactions (including this offering):

Yesway, Inc. will be a holding company and its principal asset will consist of LLC Interests it acquires directly from Parent and indirectly from the Blocker Shareholders;

Yesway, Inc. will be the sole managing member of Parent and will control the business and affairs of Parent and its direct and indirect subsidiaries;

Yesway, Inc. will own, directly or indirectly,           LLC Interests of Parent, representing approximately    % of the economic interest in Parent (or      LLC Interests, representing approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

Brookwood will own (1) through the Blocker Shareholders,      shares of Class A common stock of Yesway, Inc. (or           shares of Class A common stock of Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock and approximately    % of the economic interest in Yesway, Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (2) directly through Brookwood’s ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately    % of the economic interest in Parent (or approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (3)           shares of Class B common stock of Yesway, Inc., representing approximately    % (and, together with the shares of Class A common stock,    %) of
 
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the combined voting power of all of Yesway, Inc.’s common stock (or           shares of Class B common stock of Yesway, Inc., representing approximately    % (and, together with the shares of Class A common stock,    %) if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

the Continuing Equity Owners (including the holders of Series P Interests) will own (1) directly through such Continuing Equity Owners’ ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately      % of the economic interest in Parent (or approximately     % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (2)        shares of Class B common stock of Yesway, Inc., representing approximately     % of the combined voting power of all of Yesway, Inc.’s common stock (or         shares of Class B common stock of Yesway, Inc., representing approximately     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

the purchasers in this offering will own (1)           shares of Class A common stock of Yesway, Inc. (or      shares of Class A common stock of Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock and approximately    % of the economic interest in Yesway, Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest in Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) through Yesway, Inc.’s ownership of LLC Interests, indirectly will hold approximately    % of the economic interest in Parent (or approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
As the sole managing member of Parent, we will operate and control all of the business and affairs of Parent and, through Parent and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, Yesway, Inc. will have the minority economic interest in Parent, and will control the management of Parent as its sole managing member. As a result, Yesway, Inc. will consolidate Parent and record a significant non-controlling interest in a consolidated entity in Yesway, Inc.’s consolidated financial statements for the economic interest in Parent held by the Continuing Equity Owners.
For more information regarding the Transactions and our structure, see “Our Organizational Structure.”
Ownership Structure
The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.
 
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[MISSING IMAGE: tm2114709d10-fc_ownstrubw.jpg]
(1)
The Brookwood funds will own shares of Class A common stock of Yesway, Inc. through the Blocker Shareholders.
(2)
Investors in this offering will hold approximately    % of the combined voting power of Yesway, Inc. (or approximately     % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Corporate Information
Yesway, Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on April 23, 2021. Our corporate headquarters are located at 2301 Eagle Parkway Fort Worth, TX 76177. Our telephone number is +1 (682) 428-2400. Our principal website address is www.yesway.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.
After giving effect to the Transactions, including this offering, Yesway, Inc. will be a holding company whose principal asset will consist of    % of the outstanding LLC Interests of Parent, a Delaware limited liability company (or    % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).
 
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The Offering
Issuer
Yesway, Inc.
Shares of Class A common stock offered by us
           shares.
Underwriters’ option to purchase additional shares of Class A common stock from us
           shares.
Shares of Class A common stock to be outstanding immediately after this offering
           shares, representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock (or           shares, representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock),    % of the economic interest in Yesway, Inc. and    % of the indirect economic interest in Parent.
Shares of Class B common stock to be outstanding immediately after this offering
           shares, representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock (or           shares, representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and no economic interest in Yesway, Inc.
Shares of Class A common stock to be held by Brookwood (through the Blocker Shareholders) immediately after this offering
           shares, representing approximately    % of the economic interest in Yesway, Inc. (or      shares, representing approximately    % of the economic interest in Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
LLC Interests to be held by us immediately after this offering
           LLC Interests, representing approximately     % of the economic interest in Parent (or           LLC Interests, representing approximately     % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
LLC Interests to be held by Brookwood immediately after this offering
           LLC Interests, representing approximately    % of the economic interest in Parent (or           LLC Interests, representing approximately     % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Ratio of shares of Class A common stock to LLC Interests
Our amended and restated certificate of incorporation and the Parent LLC Agreement will require that we and Parent at all times maintain
 
14

 
a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us.
Ratio of shares of Class B common stock to LLC Interests
Our amended and restated certificate of incorporation and the Parent LLC Agreement will require that we and Parent at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by us. Immediately after the Transactions, the Continuing Equity Owners will together own 100% of the outstanding shares of our Class B common stock.
Permitted holders of shares of Class B common stock
Only the Continuing Equity Owners and their permitted transferees as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of this Offering.”
Voting rights
Holders of shares of our Class A common stock and our Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of our Class A common stock entitles its holders to one vote per share and each share of our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. See “Description of Capital Stock.”
Redemption rights of holders of LLC Interests
The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their LLC Interests in exchange for, at our election (determined by at least two of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), newly issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Parent LLC Agreement; provided that, at our election (determined by at least two of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), we may effect a direct exchange by Yesway, Inc. of such Class A common stock or such cash, as applicable, for such LLC Interests. The Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.” Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of LLC Interests pursuant to the terms of the Parent LLC Agreement, a number of
 
15

 
shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner will be transferred to the Company and will be cancelled for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged.
Use of proceeds
We estimate, based upon an assumed initial public offering price of $      per share (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $      million (or $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions. We intend to use the net proceeds from this offering to purchase      newly issued LLC Interests (or      LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and estimated offering expenses payable by us. Parent intends to use the net proceeds from the sale of LLC Interests to Yesway, Inc. for general corporate purposes to support the growth of the business, which may include investments in store remodels, raze and rebuilds, new store developments as well as business or asset acquisitions. Parent will bear or reimburse Yesway, Inc. for all of the expenses of this offering. See “Use of Proceeds.”
Conflicts of Interest
Certain entities affiliated with Morgan Stanley & Co. LLC beneficially own more than 10% of our outstanding common stock prior to the consummation of the offering. As a result, there is a conflict of interest within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in compliance with FINRA Rule 5121, which prohibits Morgan Stanley & Co. LLC from making sales to discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise its usual standards of due diligence with respect thereto. J.P. Morgan Securities LLC is acting as a “qualified independent underwriter” for this offering. J.P. Morgan Securities LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering.
Please see “Underwriting (Conflicts of Interest)” for more information.
Dividend policy
Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Parent and, through Parent, cash distributions and dividends from our other indirect wholly-owned subsidiaries. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with applicable law, contractual restrictions and
 
16

 
covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our board of directors may deem relevant. See “Dividend Policy.”
Controlled company exception
After the consummation of the Transactions, we will be considered a “controlled company” for the purposes of the rules of the Nasdaq Stock Market as Brookwood will have more than 50% of the voting power for the election of directors. See “Principal Stockholders.” As a “controlled company,” we will not be subject to certain corporate governance requirements, including that: (1) a majority of our board of directors consists of “independent directors,” as defined under the rules of the Nasdaq Stock Market; (2) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (3) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (4) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, or an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so.
Tax receivable agreement
We will enter into a Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by Yesway, Inc. to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that Yesway, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Parent's assets, which tax basis is attributable to the LLC Interests being acquired in this offering and in the Blocker Mergers; (2) increases in Yesway, Inc.’s allocable share of the tax basis of Parent’s assets resulting from (a) future redemptions or exchanges of LLC Interests for Class A common stock or cash as described above under “—Redemption rights of holders of LLC Interests” and (b) certain distributions (or deemed distributions) by Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets at the time of any redemption or exchange of LLC Interests, which tax basis is attributable to the LLC Interests being redeemed or exchanged and acquired by Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement.
Registration rights agreement
Pursuant to the Registration Rights Agreement (as defined elsewhere in this prospectus), we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A
 
17

 
common stock that are issuable to certain of the Continuing Equity Owners in connection with the Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for a discussion of the Registration Rights Agreement.
Risk factors
See “Risk Factors” beginning on page 24 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.
Trading symbol
We have applied to list our Class A common stock on the Nasdaq Stock Market under the symbol “YSWY.”
Reserved share program
At our request, the underwriters have reserved for sale, at the initial public offering price, up to    % of the Class A common stock offered by this prospectus for sale to some of our directors, officers, employees, business associates and related parties as well as directors, officers, employees, business associates and related parties of Brookwood, through a reserved share program, or Reserved Share Program. If these persons purchase reserved shares, it will reduce the number of shares of Class A common stock available for sale to the general public. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. See “Underwriting (Conflicts of Interest)—Reserved Share Program.”
Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

gives effect to the amendment and restatement of the Parent LLC Agreement that converts all existing ownership interests in Parent into           LLC Interests, as well as the filing of our amended and restated certificate of incorporation;

gives effect to the other Transactions, including the consummation of this offering;

excludes           shares of Class A common stock reserved for issuance under our 2021 Incentive Award Plan, or 2021 Plan, which will become effective in connection with the consummation of this offering, as well as any shares that will become issuable pursuant to provisions in the 2021 Plan that automatically increase the share reserve under the 2021 Plan;

excludes        shares of Class A common stock reserved for issuance under our 2021 Employee Stock Purchase Plan, or ESPP, which will become effective in connection with the consummation of this offering as well as any shares that will become issuable pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP;

assumes an initial public offering price of $      per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

assumes no exercise by the underwriters of their option to purchase           additional shares of Class A common stock.
 
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Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data
The following tables present the summary historical consolidated financial and other data for Parent and its subsidiaries and the summary pro forma condensed consolidated financial and other data for Yesway, Inc. Parent is the predecessor of the issuer, Yesway, Inc., for financial reporting purposes. The summary consolidated statement of operations data and statements of cash flows data for the years ended December 31, 2020, 2019 and 2018, and the summary consolidated balance sheet data as of December 31, 2020 are derived from the consolidated financial statements of Parent included elsewhere in this prospectus. The summary condensed consolidated statements of operations data and statements of cash flows data for the six months ended June 30, 2021 and 2020, and the summary condensed consolidated balance sheet data as of June 30, 2021, are derived from the unaudited condensed consolidated financial statements of Parent included elsewhere in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.
The summary unaudited pro forma condensed consolidated financial data of Yesway, Inc. presented below have been derived from our unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2020 in the case of the unaudited pro forma condensed consolidated statements of operations data, and as of June 30, 2021 in the case of the unaudited pro forma condensed consolidated balance sheet data. The unaudited pro forma condensed consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial information.
The summary historical consolidated financial and other data of Yesway, Inc. has not been presented because Yesway, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.
Yesway, Inc. Pro FormaParent Historical
Six
Months
Ended
June 30,
2021
Year Ended
December 31,
2020
Six Months
Ended
June 30,
Year Ended December 31,
(in millions, except per share data)20212020202020192018
(unaudited)(unaudited)
Consolidated Statement of Operations:
Revenues$    $    $814.9$717.5$1,496.1$560.8$369.1
Cost of goods sold644.8547.81,154.2467.3312.8
Gross profit170.1169.7341.993.556.3
Operating expenses:
Salaries and employee benefits64.861.7126.645.530.0
Selling, general and administrative52.052.0107.855.934.0
Depreciation, amortization and accretion10.88.317.98.76.2
Loss (gain) on sales of assets3.08.5(0.6)
Goodwill impairment9.6
Gain on bargain purchase(1.6)
 
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Yesway, Inc. Pro FormaParent Historical
Six
Months
Ended
June 30,
2021
Year Ended
December 31,
2020
Six Months
Ended
June 30,
Year Ended December 31,
(in millions, except per share data)20212020202020192018
(unaudited)(unaudited)
Total operating expenses127.6122.0255.3118.677.6
Income (loss) from operations42.547.786.6(25.1)(21.3)
Interest expense, net40.132.259.910.41.2
Income (loss) before income taxes2.415.526.7(35.5)(22.5)
Income tax expense0.10.10.10.20.3
Net income (loss)$$$2.3$15.4$26.6$(35.7)$(22.8)
Pro Forma Net Income per Share
Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic
Diluted
Pro forma net loss available to Class A common stock per share:
Basic
Diluted
Parent Historical
(in millions, except store count, fuel sales in cpg, and inside merchandise
margin and fuel margin)
Six Months
Ended
June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Selected Other Data:
Yesway101105101111140
Allsup’s302304301304
Total store count (end of period)(1)
403409402415140
Fuel gallons sold by type(1)
Diesel47.836.4100.842.228.4
Gasoline135.8147.5278.3104.267.8
Total fuel gallons sold183.6183.9379.1146.496.2
Fuel sales(1)
$497.8$404.2$852.9$372.0$261.5
Fuel gross profit(1)
$64.1$72.8$136.0$38.2$24.8
Fuel margin by type(1)
Gasoline$0.31$0.39$0.32$0.24$0.24
Diesel$0.45$0.42$0.47$0.32$0.31
Inside merchandise sales(1)
$308.2$306.9$628.8$181.5$102.5
 
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Parent Historical
(in millions, except store count, fuel sales in cpg, and inside merchandise
margin and fuel margin)
Six Months
Ended
June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Inside merchandise gross profit(1)
$97.1$90.5$191.6$47.9$26.4
Inside merchandise margin(1)
31.5%29.5%30.5%26.4%25.7%
Yesway, Inc. Pro FormaParent Historical
Six
Months
Ended
June 30,
2021
Year Ended
December 31,
2020
Six Months
Ended
June 30,
Year Ended December 31,
(in millions)20212020202020192018
(unaudited)(unaudited)
Store Contribution(2)
$     $     $76.7$82.4$159.2$27.7$10.9
Adjusted EBITDA(2)
$$$57.6$63.6$118.8$7.6$(4.9)
Yesway, Inc.
Pro Forma
As of
June 30, 2021
Parent Historical
(in millions)
As of
June 30, 2021
As of
December 31, 2020
(unaudited)
Consolidated Balance Sheet:
Cash$$117.4$103.0
Total assets$$1,241.9$1,220.0
Total liabilities$$722.7$686.6
Total members’ equity$         $519.2$533.4
(1)
These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.”
(2)
We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include Adjusted EBITDA and Store Contribution.
Adjusted EBITDA represents, as applicable for the period, net income (loss) before interest expense, income tax expense (benefit), depreciation, amortization and accretion expense, further adjusted by excluding the loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, acquisition, financing, integration and restructuring costs, stock-based compensation costs and other non-recurring expenses. Store Contribution represents, as applicable for the period, income (loss) from operations before depreciation, amortization and accretion, loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, acquisition financing, integration and restructuring costs, stock-based, other non-recurring expenses 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. The excluded overhead expenses include:

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;

marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall company brand and marketing that is not directly related to a store;

supplies costs: costs for office supplies for corporate staff;

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events;

insurance costs: costs associated with maintaining insurance policies related to corporate offices and staff; in contrast, individual stores are separately allocated insurance expenses for applicable premiums; and
 
21

 

other income and expenses: costs related primarily to bank fees, equipment rental, membership dues for retail/fuel associations and charitable contributions.
We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance 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 operating 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 in this prospectus. 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.
The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of Adjusted EBITDA and Store Contribution to its most directly comparable GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.
The tables below provide reconciliations of Store Contribution to income (loss) from operations and of Adjusted EBITDA to net income (loss) on a consolidated basis for the years ended December 31, 2020, 2019 and 2018, and for the six months ended June 30, 2021 and 2020.
Parent Historical
(in millions)
Six Months
Ended June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Income (loss) from operations$42.5$47.7$86.6$(25.1)$(21.3)
Interest expense, net40.132.259.910.41.2
Income (loss) before income taxes2.415.526.7(35.5)(22.5)
Income tax expense0.10.10.10.20.3
Net income (loss)2.315.426.6(35.7)(22.8)
Interest expense, net40.132.259.910.41.2
Depreciation, amortization and accretion10.88.317.98.76.2
Federal and state income taxes0.10.10.10.20.3
Loss (gain) on sales of assets3.08.5(0.6)
Goodwill impairment9.6
Gain on bargain purchase(1.6)
Acquisition, financing, integration, restructuring
costs, stock-based compensation costs and other non-recurring expenses
4.37.611.315.52.8
Adjusted EBITDA57.663.6118.87.6(4.9)
Overhead expenses
Salaries and benefits12.913.125.613.610.4
Facility expenses0.80.61.20.90.7
Professional services1.71.84.22.11.1
Marketing and advertising0.40.41.00.80.6
Corporate software and hardware0.60.20.80.30.3
Office supplies0.20.21.00.20.2
Repairs and maintenance0.10.20.80.10.1
Meetings and travel0.60.81.21.21.6
Insurance0.40.51.60.30.2
 
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Parent Historical
(in millions)
Six Months
Ended June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Other income and expense1.41.03.00.60.6
Total overhead expenses19.118.840.420.115.8
Store Contribution$76.7$82.4$159.2$27.7$10.9
Certain Historical Allsup’s Information
Allsup’s results are reflected in our audited financial statements since the closing of the acquisition on November 18, 2019, and the fiscal year ended December 31, 2020 marks our first full fiscal year of operations following the Allsup’s acquisition.
The table below includes audited financial information of Allsup’s for Allsup’s fiscal year ended December 29, 2018 and for the period from December 30, 2018 to November 17, 2019.
(in millions, except for percentages and cpg)
Allsup’s
(Historical for the
period from
December 30,
2018 to
November 17,
2019)
Allsup’s
(Historical Fiscal
Year Ended
December 29,
2018)
Fuel volume (gallons)295.9325.6
Fuel sales$765.0$904.0
Fuel gross profit$90.3$102.5
Fuel cpg30.531.5
Inside merchandise sales$436.4$480.9
Inside merchandise gross profit$133.3$145.8
Inside merchandise margin30.5%30.3%
 
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RISK FACTORS
Investing in our Class A common stock involves risks. Before deciding to invest in our Class A common stock, you should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and the related notes. The occurrence of any of the events described below could harm our business, operating results and financial condition. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, operating results and financial condition. See “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Our Business and Industry
Volatility in the global prices and availability of oil and petroleum products and general economic conditions that are largely out of our control can materially adversely impact our sales, financial condition and operating results.
Our operating results are significantly affected by changes in prices of fuel, variable retail margins and the market of such products. During the fiscal year ended December 31, 2020 and the six months ended June 30, 2021, fuel sales were approximately 57.0% and 61.1%, respectively, of our total revenues and fuel gross profit was 39.7% and 37.7%, respectively, of our gross profit. Crude oil and domestic wholesale fuel markets are volatile. General political conditions, acts of war or terrorism, instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, could significantly affect crude oil supplies and wholesale fuel prices. The supply and price of fuel may also be impacted by hacking and ransomware attacks. For example, in May 2021, an organized crime group called DarkSide seized control of and shut down the Colonial Pipeline, a critical U.S. gasoline pipeline that supplies fuel throughout the U.S. East Coast, in a ransomware attack. Fuel supplies immediately tightened and retail prices rose around the U.S. in response to the ransomware attack. We cannot guarantee that such hacking or ransomware attacks will not occur in the future and materially affect our access to fuel supplies.
In addition, the supply of fuel and our wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, lack of capacity at oil refineries, sustained increase in global demand or the fact that our fuel contracts do not guarantee an uninterrupted, unlimited supply of fuel. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. Dramatic increases in oil prices reduce retail fuel gross margins, because wholesale fuel costs typically increase faster than retailers are able to pass them along to customers; the price of fuel we sell generally does not impact our fuel gross margins. This volatility makes it extremely difficult to predict the effect that future wholesale cost fluctuations or supply limitations will have on our business, operating results and financial condition.
Our ability to successfully manage operating costs is important because we have little or no influence on the sales prices or regional and worldwide consumer demand for oil and fuel. Furthermore, oil prices, wholesale fuel costs, fuel volumes, fuel margins and merchandise sales are typically subject to seasonal fluctuations. A significant decrease in consumer demand (other than typical seasonal variations) could materially affect our fuel volumes and merchandise sales, motor fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, operating results and financial condition. For example, our same-store fuel gallons decreased by 9.1% in 2020 compared to 2019, due to a reduction in miles driven during the COVID-19 pandemic. The long-term impact of the COVID-19 pandemic on consumers’ driving and commuting habits remains uncertain. Despite a drop in fuel volume in 2020, our fuel gross profit and fuel margins increased compared to prior year, primarily due to the price of oil declining significantly.
Further, recessionary economic conditions, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products we sell at our retail sites. Unfavorable economic conditions, higher fuel prices and unemployment levels can affect consumer confidence, spending patterns and vehicle
 
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miles driven. These factors can lead to sales declines in both fuel and general merchandise, and in turn have an adverse impact on our business, operating results and financial condition.
Our future growth depends on our ability to successfully implement our growth strategy, a major part of which consists of razing and rebuilding or remodeling many of our stores.
A major part of our growth strategy consists of razing and rebuilding or otherwise remodeling many of our stores in order to improve customers’ shopping experience by offering high-quality, convenient and efficient facilities. Such large-scale projects entail significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. We have experienced and are experiencing some delays in certain razing and rebuilding or remodeling projects on account of the COVID-19 pandemic and may experience similar delays in the future due to COVID-19 or other similar outbreaks of infectious diseases.
Such risks, in addition to potential difficulties in obtaining any required licenses and permits, could lead to significant cost increases and substantial delays in the opening of the rebuilt or remodeled stores. In addition, once such stores are opened, we may not be able to achieve our targeted increase in sales at such stores. Accordingly, there can be no assurance that we will be able to achieve our growth targets by successfully implementing this strategy.
Our strategic growth plan, which involves the acquisitions of other stores, may not succeed. If we do not make acquisitions on economically acceptable terms, our future growth may be limited. Furthermore, any acquisitions we complete are subject to substantial risks that could result in losses.
Our strategic plan calls for significant growth in our business over the next several years in select markets where we are established as well as the expansion of our geographic footprint into new markets. This growth would place significant demands on our management team, systems, internal controls and financial and professional resources. As a result, we could be required to incur expenses for hiring additional qualified personnel, retaining professionals to assist in developing the appropriate control systems and expanding our information technology infrastructure. If we are unable to effectively manage growth, our business, financial condition and results of operations could be adversely impacted.
As part of our strategic plan for continued growth, we intend to expand our presence through acquisitions. However, we may be unable to take advantage of accretive opportunities in the event we are:

unable to identify attractive acquisition opportunities or negotiate acceptable terms for acquisitions;

unable to reach an agreement regarding the terms of pursued acquisitions;

unable to raise financing for such acquisitions on economically acceptable terms; or

outbid by competitors.
We may face increased competition for attractive acquisition candidates, which may limit the number of acquisition opportunities available to us or lead to the payment of higher prices for our acquisitions. Without successful acquisitions, our future growth rate could decline. In addition, we cannot guarantee that any future acquisitions, if consummated, will result in further growth. Additionally, if we complete any future acquisitions, our capitalization and results of operations may change significantly.
We may make acquisitions that we believe are beneficial, which ultimately result in negative financial consequences. Any acquisition involves potential risks, including, among other things:

we may not be able to successfully integrate stores we acquire;

we may not be able to achieve the anticipated synergies and financial improvements from a given acquisition, including the Allsup’s acquisition, and the amount of actual realized synergies, if any, the time, expenses and cash required to realize those synergies, and the sources of the synergies could differ materially from our estimates;

in the event of an acquisition of a portfolio stores, we may not be able to retain key locations from such portfolios, including due to action by governmental authorities;
 
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we may be unable to discover material liabilities of acquired stores prior to their acquisition;

acquisitions may divert the attention of senior management from focusing on our day-to-day operations;

financial or other penalties that may be imposed on us for any failure to comply with antitrust or similar laws or regulations;

we may experience a decrease in liquidity resulting from our use of a significant portion of cash available for investment or borrowing capacity to finance acquisitions; and

substantial investments in financial controls, information systems, management resources and human resources may be required in order to support future growth.
Our growth may be slowed if we are not able to maintain an adequate pipeline of suitable locations for new stores.
Our growth strategy depends in part on our ability to continue to identify and acquire attractive locations suitable for development of new stores including suitable locations for the development of our Allsup’s Express concept. We have a very active development group that works to focus on our key target areas to identify suitable locations for this future growth. However, if the development group is unable to locate suitable locations or is unable to close the purchase or lease of those locations in a timely fashion, we could find that we do not have sufficient land to continue to execute on our growth strategy, which could affect our business, financial condition and operating results. Our new stores development entails significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. In addition, as we plan to develop Allsup’s Express stores on or adjacent to college campuses, we may not achieve our targeted returns on such developments due to, among other things, higher rents than anticipated due to the competitiveness of retail real estate in such locations, low demand from our target student demographic and our inability to achieve targeted levels of sales.
We may not be able to realize all anticipated synergies or operating efficiencies from our acquisition of Allsup’s or the anticipated benefits of initiatives relating to our merchandise mix.
We have identified various cost and revenue synergy targets from our acquisition of Allsup’s across store operations, fuel procurement and merchandising and marketing, among others. We also plan to expand our merchandise mix to attract new customers, drive foot traffic, grow sales and increase margins. Realizing the benefit of these synergies and broader merchandise mix is a core part of our strategy, but there is no guarantee that we will realize these synergies or profit from the expanded merchandise mix in the currently anticipated amounts or timeframe, if at all. The expected benefits from these synergies and initiatives represent management’s estimates and remain subject to risks and uncertainties. The actual benefits of these synergies and initiatives, if achieved, may be lower than what we expect and may take longer than anticipated.
The failure to recruit, hire, and retain qualified personnel could materially adversely affect our business.
We are dependent on our ability to recruit, hire and retain qualified individuals to work in and manage our convenience stores in the geographic regions in which our stores are located, and our operations are subject to federal and state laws governing such matters as minimum wages, overtime, working conditions and employment eligibility requirements. Economic factors such as a decrease in unemployment and an increase in mandatory minimum wages at the local, state and federal levels and social benefits, whether intended to be permanent or temporary, could have a material impact on our results of operations if we are required to significantly increase wages and benefits expenditures in order to attract and retain qualified personnel. For example, we experienced temporary difficulties recruiting personnel in certain regions during the COVID-19 pandemic as a result of enhanced unemployment benefits. Failure to continue to attract a sufficient number of individuals at reasonable compensation levels could have a material adverse effect on our business, reputation and results of operations.
Our business is dependent upon market acceptance by consumers. Changes in our merchandise offerings or the introduction of new merchandise may not meet our existing customers’ taste, may alienate some customers and may result in the failure to attract new customers, which could materially adversely affect our business.
We are substantially dependent on market acceptance of our products by consumers, our ability to change with consumer tastes, and to meet consumer needs with new products. If consumers do not accept our
 
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products, our sales could fail to grow or could decline, resulting in a reduction in our operating income or possible increases in losses. Demand for our products is also influenced by certain factors, like the popularity of certain store aesthetics, cultural and demographic trends, marketing and advertising expenditures, and general economic conditions, all of which can change rapidly and result in a quick shift in consumer demand. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, and timely production. We may not always be able to respond quickly and effectively to changes in consumer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. The inability to respond quickly to market changes could have an impact on our expected growth potential and the growth potential of the market.
Changes to wage regulations and other employment and labor laws could have an impact on our future results of operations.
A considerable number of our employees are paid at rates related to the federal or state minimum wage. Any further increases in applicable federal, state or local minimum wage could increase our labor costs, which may adversely affect our results of operations and financial condition. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of qualified persons in the workforce in the local markets in which we are located, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment and labor laws. Such laws related to employee hours, wages, job classification and benefits could significantly increase operating costs. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing wages for our employees could cause our profit margins to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of, or any required increases in wages for, our employees may adversely affect our business, results of operations and financial condition.
Significant 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, could materially adversely affect our business.
The road transportation fuel and convenience business is generally driven by consumer preferences, growth of road traffic and trends in travel and tourism. Fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. There have been significant governmental incentives and consumer pressures to increase the use of alternative fuels in the United States. Various U.S. federal agencies regulate the fuel efficiency and permitted emissions of motor vehicles and may continue to impose increasingly stringent emission standards meant to decrease the need for fossil fuels. As a result, an increasing number of automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. In 2020, hybrid and electric vehicles accounted for approximately 2.0% of all automotive sales in the United States. The more successful and widespread these alternatives become, as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on the demand, pricing and profitability of our fuel-based products. A number of additional key factors could impact current customer behavior and trends with respect to road transportation and fuel consumption, including the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions. Significant developments in any of the above-listed factors could lead to substantial changes in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.
Opening new convenience stores in existing markets may negatively impact sales at our existing stores.
Part of our growth strategy is to develop new stores and pursue acquisitions in both new and existing markets. If we open or acquire stores in or near markets in which we already have convenience stores, it could have a material adverse effect on sales at these existing stores. Existing stores could also make it more difficult to build our consumer base for a new store in the same market. Our core business strategy does not entail opening new convenience stores that we believe will materially affect sales at our existing convenience stores over the long
 
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term. However, due to brand recognition and logistical synergies, as part of our growth strategy, we also intend to open new convenience stores in areas where we have existing convenience stores. This could have a material adverse effect on the results of operations and same convenience store sales growth for our convenience stores in such markets due to the close proximity with our other convenience stores and market saturation. Sales cannibalization between our stores may become significant in the future as we continue to open new stores and make additional acquisitions, which could, in turn, have a material adverse effect on our business, financial condition and results of operations.
We operate in a highly competitive industry.
We compete with other convenience stores, gas stations, large and small food retailers, quick service restaurants, drug stores and dollar stores. Since all such competitors offer products and services that are very similar to those offered by us, a number of key factors determine our ability to successfully compete in the marketplace. These include the location of stores, competitive pricing, convenient access routes, the quality and configuration of stores and fueling facilities, and a high level of service. In particular, many large convenience store chains have expanded their number of locations and remodeled their existing locations in recent years, enhancing their competitive position. In addition, some of our competitors have greater financial resources and scale than us, which may provide them with competitive advantages in negotiating fuel and other supply arrangements. To the extent they are able to develop and expand their same-day order fulfillment capabilities, we may also face increased competition from e-commerce businesses. Our inability to successfully compete in the marketplace by continuously meeting customer requirements concerning price, quality and service level could adversely affect our business, financial condition and results of operations.
We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.
We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores. Some of our competitive advantage arises out of these arrangements which, if disrupted, would affect the prices of the fuel we purchase and, therefore, limit such competitive advantage. In addition, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. Furthermore, at some of our locations there are very few suppliers for fuel in that market; if we experience interruptions of supply or increases in costs to deliver refined products to such locations, our business, financial condition and operating results may be adversely impacted.
We depend on a limited number of suppliers for the majority of our gross fuel purchases and merchandise. A failure by a principal supplier to renew its supply agreement, a disruption in supply or an unexpected change in supplier relationships could have a material adverse effect on our business.
We depend on a limited number of suppliers for the majority of our gross fuel purchases. For the year ended December 31, 2020 and the six months ended June 30, 2021, two suppliers each accounted for more than 10% of purchase volume. Renewal and negotiation of the terms of our supplier agreements is often subject to factors beyond our control, including motor fuel prices, a supplier's ability to pay for or accept the contracted volumes and a competitive marketplace. If any of our principal suppliers elects not to renew its contracts with us, we may be unable to replace the volume of fuel we currently purchase from such supplier on similar terms or at all.
We rely upon our suppliers to timely provide the volumes and types of motor fuels for which they contract. We purchase motor fuels from a variety of suppliers under term contracts that vary in term, pricing structure, firmness and delivery flexibility. Our fuel supply arrangements must be coordinated to ensure that motor fuels are delivered to our facilities at the times, in the quantities and otherwise in a manner that meets the needs of our portfolio and our customers.
In times of extreme market demand or supply disruption, including due to acts of war, terrorism, hacking or ransomware attacks, we may be unable to acquire enough fuel to satisfy the demand of our customers. Factors potentially impacting fuel pricing and supply can include shifts in our principal fuel supplier’s financial condition, operational disruptions, transportation disruptions and extreme weather events. At times, motor
 
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fuels may not be available at any price, or our suppliers may not be able to transport it to our facilities on a timely basis. Any disruption in supply or a significant change in our relationship with our principal fuel suppliers could have a material adverse effect on our business, financial condition and results of operations. For example, in February 2021, the U.S. experienced winter storm Uri and extreme cold temperatures in the central U.S., including Texas. This severe weather event resulted in increased demand for motor fuels impacting the broader supply chain, which took several days to stabilize.
We also depend on a limited number of vendors to supply a majority of our in-store merchandise. A significant disruption or operational failure affecting the operations of any one of these vendors could materially impact the availability, quality and price of products sold at our convenience stores and gas stations, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.
Growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.
We may need additional capital to continue to grow our business. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. Although we expect to be able to fund all of our capital needs from available working capital, our Revolving Credit Facility and ongoing operations, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital may not fully cover capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing, or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results and financial condition could be materially and adversely affected.
Changes in credit card fees could reduce our profitability, especially on fuel.
A significant portion of our sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins. Higher fuel prices result in higher credit card fees, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on fuel purchases that are more expensive as a result of higher fuel prices are not necessarily accompanied by higher gross margins. In fact, such fees may cause lower profitability. Lower income on fuel sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of climate change.
We operate in many different locations around the United States. The occurrence of an event, including but not limited to acts of nature such as tornadoes, floods and other forms of severe weather, and mechanical equipment failures, industrial accidents, fires, explosions, acts of war and intentional terrorist attacks could result in damage to our facilities, and the resulting interruption and loss of associated revenues, environmental pollution or contamination, and personal injury, including death, for which we could be deemed to be liable, and which could subject us to substantial fines and/or claims for punitive damages.
We store fuel in storage tanks at our retail sites. Our operations are subject to significant hazards and risks inherent in storing fuel. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, fines imposed by governmental agencies or cleanup obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
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Moreover, increasing concentrations of greenhouse gases in the earth’s atmosphere are expected to produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, dramatic temperature fluctuations, and other climatic events. Such effects could adversely affect our facilities and operations and those of our suppliers, including the producers and suppliers of transportation fuel. Although we maintain insurance for certain of these risks, due to policy deductibles and possible coverage limits, weather-related risks are not fully insured.
Food safety concerns may have an adverse effect on our business.
Our ability to increase sales and profits depends in part on our ability to meet expectations for safe food and on our ability to manage the potential impact of food-borne illnesses and food or product safety issues that may arise in the future. Food safety events, including instances of food-borne illness, occur within the food industry from time to time and could occur in the future. Instances of food tampering, food contamination or food-borne illness, whether actual or perceived, could adversely affect our brand and reputation as well as our results of operations. Incidents involving or allegedly involving our private-label products could have an even greater effect on our brand and reputation.
Supply chain interruptions may increase costs or reduce revenues.
We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products, many of which are perishable, on favorable terms. Although many of the products we sell are sourced from a variety of suppliers, certain products, such as Allsup’s deep-friend burrito, have limited suppliers, which may increase our reliance on those suppliers. Supply chain interruptions, including as a result of shortages and transportation issues or unexpected increases in demand, and price increases can adversely affect us as well as our suppliers and franchisees, whose performance may have a significant impact on our results. Such shortages or disruptions could be caused by factors beyond the control of our suppliers or us. If we experience interruptions in our supply chain, or if contingency planning is not effective, our costs could increase and it could limit the availability of products that are a critical part of our offerings to customers.
Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues.
The success of our operations is dependent, in part, on the continuing favorable reputation, market value and name recognition associated with the motor fuel brands sold at our stores. An event which adversely affects the value of those brands could have a negative impact on the volumes of motor fuel we distribute, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Business disruption and related risks resulting from the outbreak of COVID-19 or other infectious diseases could in the future have a material adverse effect on our stores, supply chain or results of operations.
The rapid spread of COVID-19 throughout the U.S. led federal, state and local governments to take significant steps in an attempt to reduce exposure to COVID-19 and control its negative effects on public health and the U.S. economy. Such governmental measures remain ongoing. The ultimate duration and severity of COVID-19 remain uncertain; however, future surges in the incidence of COVID-19 or other infectious diseases could have material and adverse effects on our business, such as:

significant decreases in fuel sales due to substantially lower customer traffic resulting from travel restrictions, social distancing measures, and more people working and studying virtually;

temporary or long-term disruptions to our merchandise supply chain in connection with the pandemic’s impact on our network of suppliers and distributors, significantly impacting the quality, variety and pricing of merchandise sold at our sites;

limitations on employee availability; and

changes to our competitors’ service offerings.
 
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We depend on our management’s and other team members’ experience and knowledge of our industry; we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team.
We are currently managed by a group of experienced senior executives and other key team members with substantial knowledge and understanding of the industry in which we operate. Our success and future growth depend largely upon the continued services of our management team. If, for any reason, our executives do not continue to be active in management, or we lose such persons, or other key team members, or we fail to identify and/or recruit for current or future positions of need, our business, financial condition or results of operations could be adversely affected.
We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business.
We rely on our proprietary intellectual property, including trademarks, to market, promote and sell our products in our stores. Our ability to implement our business plan successfully depends in part on our ability to build further brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our stores, and on our ability to obtain, maintain, enforce and defend our intellectual property rights. We monitor and seek to protect against activities that might infringe, dilute or otherwise violate our trademarks and other intellectual property, and rely on trademark and other laws of the United States.
We may be unable to prevent third parties from using our intellectual property without our authorization. To the extent we cannot prevent third parties from using or we are otherwise unable to protect our intellectual property, unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse effect on our financial condition, cash flows or results of operations.
In addition, we may rely on trade secrets, including know-how and other proprietary information, to maintain our competitive position. Any disclosure, either intentional or unintentional, by our employees, distributors or vendors, or misappropriation by third parties of our trade secrets or proprietary information could enable competitors to duplicate or surpass our products, thus eroding our competitive position in our market and have a material adverse effect on our financial condition or results of operations. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, which may divert the attention of our management and other personnel, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third-party, we would have no right to prevent them from using that information to compete with us.
Additionally, we cannot be certain that we do not, or will not in the future, infringe upon, or be accused of infringing upon, the intellectual property rights of third parties. From time to time, we have been subject to claims of third parties that we have infringed upon their intellectual property rights and we face the risk of such claims in the future. Even if we are successful in these proceedings, any intellectual property infringement claims against us could be costly, time-consuming, harmful to our reputation, and could divert the time and attention of our management and other personnel, or result in injunctive or other equitable relief that may require us to cease the use of intellectual property currently used in the operation of our business, develop and invest in new or alternative intellectual property or make other changes to our business practices or operations, any of which could have a material adverse effect on our financial condition, cash flows or results of operations. With respect to any third-party intellectual property that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual property, or we may not be able to enter into such arrangements at a reasonable cost or on reasonable terms.
From time to time we are subject to consumer or other various legal proceedings which could adversely affect our business, financial condition, results of operations and cash flows.
We are involved in various litigation matters from time to time. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Moreover, our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array
 
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of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification fuel, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate and/or if we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail sites.
We may be held liable for fraudulent credit card transactions on our fuel dispensers.
Europay, MasterCard and Visa, or EMV, is a global standard for credit cards that uses computer chips to authenticate and secure chip-card transactions. The liability for fraudulent credit card transactions shifted from the credit card processor to us in October 2015 for transactions processed inside the convenience stores and in April 2021 for transactions at our fuel dispensers, unless we are EMV-compliant. We have upgraded all of our inside point-of-sale machines to be EMV-compliant, and we are upgrading our fuel dispensers to be EMV-compliant, with approximately 95% of retail locations completed as of August 31, 2021. We do not expect to upgrade the remaining sites prior to the end of 2021 and accordingly, may be subject to liability for fraudulent credit card transactions processed at these locations.
We depend on third-party transportation providers for the transportation of all of our motor fuel. A change of providers or a significant change in our relationship with these providers could have a material adverse effect on our business.
All of the motor fuel we distribute is transported from terminals to gas stations by third-party transportation providers. Such providers may suspend, reduce or terminate their obligations to us if certain events (such as force majeure) occur. A change of key transportation providers, a disruption or cessation in services provided by such providers or a significant change in our relationship with such providers could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Government Regulation
The retail sale, distribution and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities, which could have a material adverse effect on our business.
We and our facilities and operations are subject to various federal, state and local environmental, health and safety laws and regulations. These laws and regulations continue to evolve and are expected to increase in both number and complexity over time and govern not only the manner in which we conduct our operations, but also the products we sell. For example, international agreements and national, regional, and state legislation and regulatory measures that aim to limit or reduce greenhouse gas emissions or otherwise address climate change are currently in various stages of implementation. There are inherent risks that increasingly restrictive environmental and other regulation could materially impact our business, financial condition or results of operations. Most of the costs of complying with existing laws and regulations pertaining to our operations and products are embedded in the normal costs of doing business. However, it is not possible to predict with certainty the number of additional investments in new or existing technology or facilities, or the amounts of increased operating costs to be incurred in the future, to prevent, control, reduce or eliminate releases of hazardous materials, other pollutants or greenhouse gases into the environment; remediate and restore areas damaged by prior releases of hazardous materials; or comply with new or changed environmental laws or regulations. Accidental leaks and spills requiring cleanup may occur in the ordinary course of business. We may incur expenses for corrective actions or environmental investigations at various-owned and previously‑owned facilities, leased or previously leased facilities or at third-party-owned waste disposal sites used by us. An obligation may arise when operations are closed or sold or at non-company sites where company products have been handled or disposed of. Expenditures to fulfill these obligations may relate to facilities and
 
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sites where past operations followed practices and procedures that were considered acceptable at the time but may require investigative or remedial work or both to meet current or future standards.
We do not physically transport any of the motor fuels. Rather, third-party transporters distribute the motor fuels. The transportation of motor fuels by third-party transporters, as well as the associated storage of such fuels at locations including convenience stores, are subject to various federal, state and local environmental laws and regulations, including those relating to ownership and operation of underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to regulated materials, and the health and safety of employees dedicated to such transportation and storage activities. These laws and regulations may impose numerous obligations and restrictions that are applicable to motor fuels transportation and storage and other related activities, including acquisition of, or applications for, permits, licenses, or other approvals before conducting regulated activities; restrictions on the quality and labeling of the motor fuels that may be sold; restrictions on the types, quantities and concentration of materials that may be released into the environment; required capital expenditures to comply with pollution control requirements; and imposition of substantial liabilities for pollution or non-compliance resulting from these activities. Numerous governmental authorities, such as the EPA, and analogous state agencies, have the power to monitor and enforce compliance with these laws and regulations and the permits, licenses and approvals issued under them, including fines, which can result in increased pollution control equipment costs or other actions. Failure to comply with these existing laws and regulations, or any newly adopted laws or regulations, may trigger administrative, civil or criminal enforcement measures, including the assessment of monetary penalties or other sanctions, the imposition of investigative, remedial or corrective action obligations, the imposition of additional compliance requirements on certain operations or the issuance of orders enjoining certain operations. The violation of or liabilities under environmental laws may also result in private party litigation against us, including for personal injury and property damage. Moreover, the trend in environmental regulation is for more restrictions and limitations on activities that may adversely affect the environment, the occurrence of which may result in increased costs of compliance.
Where releases of motor fuels or other substances or wastes have occurred, federal and state laws and regulations require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where motor fuels or other waste products have been disposed or otherwise released. We therefore could be required to conduct investigations and cleanups of soil or groundwater contamination even if the releases were caused by third parties such as former owners or operators. We could also be required to pay for all of the costs of cleaning up contamination even if third parties contributed to the contamination but were unable or unwilling to pay their share. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or to impose corrective action obligations, could be substantial and could have a material adverse effect on us or our customers who transport motor fuels or own or operate convenience stores or other facilities where motor fuels are stored.
For more information on potential risks arising from environmental and occupational safety and health laws and regulations, please see “Business—Government Regulation and Compliance.”
Future tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products could have a material adverse impact on our retail operating revenues and gross margin which could adversely affect our business, financial condition and results of operations.
Sales of tobacco and nicotine products have historically accounted for an important portion of our total sales of convenience store and accounted for approximately 11.4% and 10.1% of our total net sales and 26.8% and 26.7% of total merchandise sales for the fiscal year ended December 31, 2020 and the six months ended June 30, 2021, respectively. Actions by the U.S. Food and Drug Administration (“FDA”) and other federal, state or local agencies or governments may impact the acceptability of or access to tobacco products, limit consumer choice as to tobacco products, delay or prevent the launch of new or modified tobacco products, require the recall or other removal of tobacco products from the marketplace, restrict communications to tobacco consumers, restrict the ability to differentiate tobacco products, or restrict or prevent the use of specified tobacco products in certain of our locations or the sale of tobacco products by certain or our stores. For
 
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example, in 2020, the FDA issued a statement effectively banning certain unauthorized electronic nicotine delivery system products containing flavors other than tobacco or menthol. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as future legislation, potential rulings in court cases impacting the tobacco industry, and national and local campaigns to discourage smoking in the United States, may also have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these products. If such efforts are successful, it could have a further negative impact on our tobacco sales. These factors could materially and adversely affect our retail price of cigarettes, tobacco unit volume and sales, merchandise gross margin and overall customer traffic. Reduced sales of tobacco products or smaller gross margins on the sales we make could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Currently, major cigarette manufacturers offer substantial rebates to retailers. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers could negatively affect gross margins. These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.
Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business.
Our operations are subject to numerous federal, state and local laws and regulations, including regulations related to the sale of alcohol, tobacco, nicotine products, cannabidiol and cannabidiol-like products, lottery/lotto products, other age-restricted products, operation of gaming machines, various food safety and product quality requirements, environmental laws and regulations, and various employment and tax laws.
Our violation of, or inability to comply with, state laws and regulations concerning the sale of alcohol, tobacco, nicotine products, lottery/lotto products, other age-restricted products and operation of gaming machines could expose us to regulatory sanctions ranging from monetary fines to the revocation or suspension of our permits and licenses for the sale of such products. Such regulatory action could adversely affect our business, financial condition and results of operations. To the extent we are not able to provide such information because owners of our stock do not provide the necessary documentation to comply, we may have those licenses suspended or revoked. In addition, in certain jurisdictions where we operate, the licenses for the sale of alcoholic beverages are costly and changes in the applicable state law and regulations may result in a devaluation of the licenses we currently own.
Our cannabidiol offerings currently include supplements, topicals, shots, confectionery, smoking and packaged beverages. The effect of existing or future federal and state government regulations on cannabidiol and cannabidiol-like products is not known at this time. The FDA has deemed marketing food to which cannabidiol has been added, or labeling cannabidiol as a dietary supplement, to be impermissible. The FDA is continuing to assess potential pathways available for various types of cannabidiol and cannabidiol-like products to be lawfully marketed. The FDA has thus far limited its enforcement actions regarding cannabidiol sellers to actions involving the impermissible use of medical or therapeutic claims for cannabidiol and cannabidiol-like products. Should the FDA change its enforcement policies regarding cannabidiol and cannabidiol-like products and begin broader enforcement actions against all sellers of products containing cannabidiol, we would be forced to take corrective actions or make changes to our offerings. In addition, we cannot predict the form and content of future FDA regulations regarding cannabidiol and cannabidiol-like products. Should the FDA adopt a legal framework for the marketing of cannabidiol and cannabidiol-like products, the requirements of its new regulations may be costly or burdensome such that we may decide to remove cannabidiol and cannabidiol-like products from our offerings. In addition, as a result of the conflicting views between state legislatures and the federal government regarding cannabis, sellers of cannabidiol and cannabidiol-like products in the U.S. are subject to inconsistent laws and regulations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with on-going compliance or require us to alter our offerings. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine
 
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what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.
Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows. Additionally, even if none of our employees are currently represented by labor unions, any future unionization of our workforce may result in the negotiation of collective bargaining agreements which may include terms that are not favorable to us. Any strike, work stoppage or other dispute with our employees or those of third parties who provide us services could have a material adverse effect on our results of operations and cash flows.
Our business, particularly the operation of gas stations, and the storage and transportation of fuel products, is directly affected by numerous environmental laws and regulations in the United States pertaining, in particular, to the quality of fuel products, the handling and disposal of hazardous wastes and the prevention and remediation of environmental contaminations. Such laws and regulations are constantly evolving and have generally become more stringent over time. Our compliance with such evolving regulation requires significant and continuously increasing capital expenditures. Our business may also be indirectly affected by the adoption of environmental laws and regulations intended to address global climate change by limiting carbon emissions and introducing more stringent requirements for the exploration, drilling and transportation of crude oil and petroleum products. Increasingly wide-spread implementation of such laws and regulations may lead to a significant increase in the cost of petroleum-based fuels and, in turn, lower demand for road transportation fuel. Our failure to comply with applicable environmental laws and regulations, or a significant contamination at one of our sites requiring remediation of contaminated soil and groundwater on a large scale, could expose us to substantial fines and penalties, as well as administrative, civil and criminal charges, all of which could have a material adverse effect on our business, reputation, financial condition and results of operations.
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, fuel excise taxes, sales and use taxes, payroll taxes, franchise taxes, property taxes and tobacco taxes. Many of these tax liabilities are subject to periodic audits by the respective taxing authorities. Substantial changes or reforms in the current tax regime could result in increased tax expenses and potentially have a material adverse effect on our financial condition and results of operations.
Any changes in the laws or regulations described above that are adverse to us and our stores could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. This activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties which could have a material adverse effect on our reputation, business, results of operations and financial condition.
Risks Related to Data Privacy and Information Technology
We rely significantly on the use of information technology. Significant disruptions of our information technology systems or breaches of our data security could materially adversely affect our business.
We increasingly rely on multiple information technology systems and a number of third-party vendor platforms (collectively, “IT Systems”) in order to run and manage our daily operations. Such IT Systems are an essential component of our business and growth strategies as they allow us to manage various aspects of
 
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our business and to provide reliable analytical information to our management. The future operation, success and growth of our business depends on information systems, communications systems, internet activity and other network processes.
Like most companies, despite our current security measures, our IT Systems, and those of our third-party service providers, may be vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of access to data and information, acts of vandalism, terrorist attacks, hackers, security breaches or other security incidents, and computer viruses or attacks. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or that data security breaches do not occur. A serious, long-lasting disruption of our IT Systems could lead to the breakdown of critical operations and financial reporting systems, and have a material adverse effect on our business, reputation, financial condition and results of operation.
As a fuel and merchandise retailer, we receive and transmit large amounts of data, including credit and debit card information from customers; in addition, we collect and store on our network personal data and other sensitive information concerning our employees, business partners and vendors. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks which may remain undetected until after they occur. As a fuel and merchandise retailer, we collect and store large amounts of data on our network, including credit and debit card information, from customers and other sensitive information concerning our employees, business partners and vendors.
Any breakdown or breach of our IT Systems could result in the unauthorized release of such personal and sensitive information. Although we have invested in measures to reduce these risks, it cannot guarantee that such measures will be successful in preventing compromise and/or disruption of our IT Systems and related data. Despite our existing security procedures and controls, if our network was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology the costs of compliance with applicable laws.
The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. While we maintain cyber liability insurance that provides both third party liability and first party insurance coverages, our insurance may not be sufficient to protect against all losses we may incur if we suffer significant or multiple attacks.
We are subject to evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.
We receive and transmit large amounts of data, including credit and debit card information, from customers; in addition, we collect and store on our network personal data and other sensitive information concerning our employees, business partners and vendors. As such, we are subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of our employees, customers, and others. For example, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.
 
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Numerous federal and state laws address privacy, data protection and the collection, storing, sharing, use, disclosure and protection of such data. In addition, numerous states already have, and are looking to expand, data protection legislation requiring companies like ours to consider solutions to meet differing needs and expectations of buyers and sellers. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and we may not be able to monitor and react to all developments in a timely manner.
The interpretation and application of many privacy and data protection laws are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features. If so, in addition to the possibility of fines, lawsuits and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products, which could harm our business. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Any inability to adequately address privacy, data protection and data security concerns or comply with applicable privacy, data protection or data security laws, regulations, policies and other obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.
We are also subject to the Payment Card Industry (“PCI”) Data Security Standard, which is a standard designed to protect credit card account data as mandated by payment card industry entities. We rely on vendors to handle PCI matters and to ensure PCI compliance. Despite our compliance efforts, we may become subject to claims that we have violated the PCI Data Security Standard based on past, present, and future business practices. Our actual or perceived failure to comply with the PCI Data Security Standard can subject us to fines, termination of banking relationships, and increased transaction fees.
Our failure, and/or the failure by the various third-party service providers and partners with which we do business, to comply with applicable privacy policies or federal or state laws and regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in the unauthorized release of personal data or other user data, or the perception that any such failure or compromise has occurred, could negatively harm our brand and reputation, result in a loss of sellers, buyers or distribution partners, discourage potential sellers or buyers from trying our platform and/or result in fines and/or proceedings by governmental agencies and/or users, any of which could have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Our Indebtedness
Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.
As of June 30, 2021, we had $410.0 million outstanding under our Term Loan B, with net debt issuance costs of $24.9 million, resulting in total principal amount of debt outstanding under our Credit Facility, excluding unamortized debt discount and deferred issuance costs, of $385.1 million. In April 2021, we refinanced our outstanding debt and entered into a credit agreement providing for a $410.0 million term loan facility and a $125.0 million undrawn, revolving credit facility. Our indebtedness could have significant effects on our business, such as:

limiting our ability to borrow additional amounts to fund capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets;

limiting our ability to pay dividends or make other distributions or repurchase or redeem capital stock;

requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes;
 
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making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

placing us at a competitive disadvantage compared with our competitors that have less debt; and

exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.
In addition, we may not be able to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our borrowings as they become due, we will be required to pursue one or more alternative strategies, such as refinancing or restructuring our indebtedness, or selling additional debt or equity securities, or selling assets. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations.
Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs.
Certain terms of our Credit Facility restrict us and our restricted subsidiaries from engaging in specified types of transactions. These covenants limit our ability, and that of our restricted subsidiaries, to, among other things:

incur indebtedness;

incur certain liens;

consolidate, merge or sell or otherwise dispose of assets;

make investments, loans, advances, guarantees and acquisitions;

pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests;

enter into transactions with affiliates;

alter the business conducted by us and our subsidiaries;

change our fiscal year and the fiscal year of our subsidiaries; and

amend or modify governing documents.
A breach of any of these covenants, or any other covenant in the documents governing our Credit Facility, could result in a default or event of default under our Credit Facility. In the event of any event of default under our Credit Facility, the applicable lenders or agents could elect to terminate borrowing commitments and declare all borrowings and loans outstanding thereunder, together with accrued and unpaid interest and any fees and other obligations, to be immediately due and payable. In addition, or in the alternative, the applicable lenders or agents could exercise their rights under the security documents entered into in connection with our Credit Facility. We have pledged substantially all of our assets as collateral securing our Credit Facility and any such exercise of remedies on any material portion of such collateral would likely materially adversely affect our business, financial condition or results of operations.
If we were unable to repay or otherwise refinance these borrowings and loans when due, and the applicable lenders proceeded against the collateral granted to them to secure that indebtedness, we may be forced into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under our Credit Facility or other outstanding indebtedness would also likely have a material adverse effect on us.
Pursuant to our Credit Facility, we are required to maintain a secured net leverage ratio not to exceed 5.00 to 1.00, measured as of the last day of each fiscal quarter on which the aggregate outstanding amount of all loans under the Revolving Credit Facility (as defined in the Credit Facility) and certain letter of credit obligations exceeds 25.00% of the revolving credit commitments as of such date. Our ability to borrow under our Credit Facility depends on our compliance with this financial covenant. Events beyond our control,
 
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including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We cannot assure you that we will satisfy the financial covenant in the future, or that our lenders will waive any failure to satisfy the financial covenant.
Developments with respect to LIBOR may affect our borrowings under our Credit Facility.
Actions by regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR quotes after 2021. Our Credit Facility provides that interest may be based on LIBOR and for the use of an alternate rate to LIBOR in the event LIBOR is phased-out; however, uncertainty remains as to any such replacement rate and any such replacement rate may be higher or lower than LIBOR may have been. The establishment of alternative reference rates or implementation of any other potential changes may materially and adversely affect our business, operating results and financial condition.
Risks Related to Our Organizational Structure
Our principal asset after the completion of this offering will be our interest in Parent, and, as a result, we will depend on distributions from Parent to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Parent’s ability to make such distributions may be subject to various limitations and restrictions.
Upon the consummation of this offering and the Transactions, we will be a holding company and will have no material assets other than our ownership of LLC Interests. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Parent and its subsidiaries and distributions we receive from Parent. There can be no assurance that Parent and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such distributions. Parent is generally prohibited under Delaware law from making distributions to its members to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Parent (with certain exceptions, as applicable), exceed the fair value of its assets. Although Parent is not currently subject to any debt instruments or other agreements that would restrict its ability to make distributions to us, the terms of our Credit Facility and other outstanding indebtedness restrict the ability of our subsidiaries to pay dividends to Parent. For a further description of the limitations pursuant to current or future contractual agreements governing our indebtedness that may restrict distributions to us, see “—Risks Related to Our Indebtedness―Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition,” “—Risks Related to Our Indebtedness―Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs,” and “Description of Indebtedness— Credit Facility—Covenants and Other Matters.”
Parent will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Parent will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Parent. Under the terms of the Parent LLC Agreement, Parent will be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We intend, as its managing member, to cause Parent to make cash distributions to the holders of LLC Interests in an amount sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. However, Parent’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Parent is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Parent insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), we may
 
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have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions—Distributions.” In addition, if Parent does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “—Risks Related to the Offering and Ownership of our Class A Common Stock” and “Dividend Policy.”
Under the Parent LLC Agreement, we intend to cause Parent, from time to time, to make distributions in cash to its equity holders (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of Parent. As a result of (1) potential differences in the amount of net taxable income allocable to us and to Parent’s other equity holders, (2) the lower tax rate under current law applicable to corporations as opposed to individuals, and (3) tax distributions being made pro rata in accordance with economic interests, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. In addition, no adjustments to the exchange ratio for LLC Interests and corresponding shares of Class A common stock will be made as a result of any cash distribution by us or any retention of cash by us. To the extent we do not distribute such excess cash as dividends on our Class A common stock we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending it (or a portion thereof) to Parent, which may result in shares of our Class A common stock increasing in value relative to the value of LLC Interests. The holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances.
The Tax Receivable Agreement with the Continuing Equity Owners and Blocker Shareholders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.
In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with Parent and each of the Continuing Equity Owners and Blocker Shareholders. Under the Tax Receivable Agreement, we will be required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets, which tax basis is attributable to the LLC Interests being acquired in this offering and in the Blocker Mergers; (2) the increases in Yesway, Inc.’s allocable share of the tax basis of Parent’s assets resulting from (a) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners as described under “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions—Common Unit Redemption Right,” and (b) certain distributions (or deemed distributions) by Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets at the time of any redemption or exchange of LLC Interests, which tax basis is attributable to the LLC Interests being redeemed or exchanged and acquired by Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments under the Tax Receivable Agreement. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the Continuing Equity Owners or the Blocker Shareholders maintaining a continued ownership interest in Parent or us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a
 
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less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement. For more information, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” The actual tax benefits described above, and the actual utilization of such tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions by the Continuing Equity Owners; the price of shares of our Class A common stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such Continuing Equity Owners; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.
In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners and the Blocker Shareholders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
The Tax Receivable Agreement will provide that if (1) we materially breach any of our material obligations under the Tax Receivable Agreement, (2) certain mergers, asset sales, other forms of business combinations or other changes of control were to occur after the consummation of this offering, or (3) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
As a result of the foregoing, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. We could also be required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders that are greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.
We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service, or the IRS, or another tax authority, may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of Brookwood. The interests of Brookwood in any such challenge may differ from or conflict with our interests and your interests, and Brookwood may exercise its consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Owner or a Blocker Shareholder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, will be netted against any future cash payments we might otherwise be required to make to such Continuing Equity Owner and/or such Blocker Shareholder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority,
 
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we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Owner and/or a Blocker Shareholder that are the subject of the Tax Receivable Agreement.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
We may be subject to taxes by the U.S. federal, state, local and foreign tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

allocation of expenses to and among different jurisdictions;

changes in the valuation of our deferred tax assets and liabilities;

expected timing and amount of the release of any tax valuation allowances;

tax effects of stock-based compensation;

costs related to intercompany restructurings;

changes in tax laws, tax treaties, regulations or interpretations thereof; or

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.
If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of Parent, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.
We and Parent intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of Parent, we will control and operate Parent. On that basis, we believe that our interest in Parent is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Parent, or if Parent itself becomes an investment company, our interest in Parent could be deemed an “investment security” for purposes of the 1940 Act.
If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
 
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Risks Related to the Offering and Ownership of our Class A Common Stock
Brookwood will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders.
Upon consummation of this offering, Brookwood will control, in the aggregate, approximately    % of the voting power represented by all our outstanding classes of stock. As a result, Brookwood will continue to exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors, any amendment of our amended and restated certificate of incorporation or bylaws and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and will continue to have significant control over our business, affairs and policies, including the appointment of our management. The directors that Brookwood, through its voting power, will have the ability to elect have the authority to vote to authorize the Company to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders. We expect that members of our board will continue to be appointed by or affiliated with Brookwood who will have the ability to appoint the majority of directors. Brookwood can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with Brookwood may have an adverse effect on the price of our Class A common stock. Brookwood may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.
Further, our amended and restated certificate of incorporation, which will be in effect upon the consummation of the Transactions, will provide that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries. See “—Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.” Brookwood and its affiliates engage in a broad spectrum of activities. In the ordinary course of its business activities, Brookwood and its affiliates may engage in activities where their interests conflict with our interests or those of our other stockholders. Brookwood or its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Brookwood may have an interest in us pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. See “Description of Capital Stock—Corporate Opportunity Doctrine.”
Brookwood’s interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Brookwood and us could be resolved in a manner unfavorable to us and our stockholders.
Various conflicts of interest between us and Brookwood could arise. Ownership interests of directors or officers of Brookwood in our common stock and ownership interests of our directors and officers in the equity interests of Brookwood, or a person’s service either as a director or officer of both us and Brookwood, could create or appear to create conflicts of interest when those directors and officers are faced with decisions relating to our company. These decisions could include corporate opportunities, business combinations involving us, our dividend policy, and management stock ownership. We may not be able to resolve any conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.
We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.
We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. For example, certain index providers have policies that restrict or prohibit the inclusion of companies with multiple-class share structures in certain of their indices, including the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index
 
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that specifically includes voting rights in its eligibility criteria. Under these policies, the dual class structure of our stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible they may depress valuations, compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
We are a “controlled company” within the meaning of the rules of the Nasdaq Stock Market and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
The corporate governance requirements and, specifically, the independence standards are intended to ensure directors who are considered independent are free of any conflicting interest that could influence their actions as directors. After the consummation of the Transactions, Brookwood will have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.
Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the rules of the Nasdaq Stock Market. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control.
Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may have an antitakeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

a classified board of directors with staggered three-year terms;

the ability of our board of directors to issue one or more series of preferred stock;

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

certain limitations on convening special stockholder meetings;

no cumulative voting in the election of directors;

subject to the rights of the holders of any preferred stock and the terms of the Stockholders Agreement, the number of directors shall be determined exclusively by the a majority of the whole board or directors;

the removal of directors only for cause and only upon the affirmative vote of the holders of at least 6623% of the voting power represented by our then-outstanding common stock (other than directors appointed pursuant to the Stockholders Agreement, who may be removed with or without cause);

at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, that stockholders may not act by consent; and
 
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at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, the provisions of amended and restated certificate of incorporation may be amended only by the affirmative vote of at least 6623% of the voting power represented by our then-outstanding common stock entitled to vote.
These antitakeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
In addition, we have opted out of Section 203 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, but our amended and restated certificate of incorporation will provide that engaging in any of a broad range of business combinations with any “interested” stockholder (generally defined as any stockholder with 15% or more of our voting stock) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited unless certain requirements are met, provided, however, that, under our amended and restated certificate of incorporation, Brookwood and any of it respective affiliates will not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly will not be subject to such restrictions. See “Description of Capital Stock.”
We may not pay dividends on our Class A common stock.
Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. However, no decision has been made with respect to the amount and timing of dividend payments, if any. The continued operation and expansion of our business will require substantial funding. Accordingly, we cannot assure you that we will pay dividends in the future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by Parent and its subsidiaries. Under our Credit Facility, we are currently limited from paying cash dividends or making certain other restricted payments, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment may depend solely on the appreciation of the price of our Class A common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our Class A common stock.
Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.
We currently intend to use a portion of the net proceeds of this offering for general corporate purposes and working capital. See “Use of Proceeds.” Our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with how our management chooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition, and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial, or other information upon which our management bases its decisions.
No market currently exists for our Class A common stock, and an active, liquid trading market for our Class A common stock may not develop, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult for you to sell the Class A common stock you purchase.
Prior to this offering, there has not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our Class A common stock that you purchase at a price above the price you
 
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purchase it or at all. The initial public offering price for the shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our amended and restated certificate of incorporation will provide (A) (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our Class A common stock to decline.
After this offering, the sale of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Upon consummation of the Transactions, we will have outstanding a total of                 shares of Class A common stock. Of the outstanding shares, the                 shares sold in this offering (or                 shares if the underwriters exercise in full their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, other than any shares held by our affiliates. In addition, the shares of Class A common stock issued to the Blocker Shareholders in the Transactions will be eligible for resale pursuant to Rule 144 without restriction or further registration under the Securities Act, other than affiliate restrictions under Rule 144. Any shares of Class A common stock held by our affiliates will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144.
Our directors and executive officers, and substantially all of our stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these
 
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persons or entities, subject to certain exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, (1) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into or exchangeable for or that represent the right to receive shares of our Class A common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant); or (2) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to, or result in, a sale, loan, pledge or other disposition of shares of our Class A common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise. See “Underwriting (Conflict of Interest).”
In addition, we have reserved                 shares of Class A common stock for issuance under the           Plan and           shares of Class A common stock for issuance under the                 . Any Class A common stock that we issue under the           Plan or other equity incentive plans that we may adopt in the future would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.
As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of Class A common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.
In the future, we may also issue securities in connection with investments, acquisitions or capital raising activities. In particular, the number of shares of our Class A common stock issued in connection with an investment or acquisition, or to raise additional equity capital, could constitute a material portion of our then-outstanding shares of our Class A common stock. Any such issuance of additional securities in the future may result in additional dilution to you, or may adversely impact the price of our Class A common stock.
If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.
The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. You will experience immediate dilution of $      per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. See “Dilution” for more detail, including the calculation of the pro forma net tangible book value per share of our Class A common stock.
Non-U.S. Holders who own more than 5% of our Class A common stock may be subject to U.S. federal income tax on gain realized on the sale or other taxable disposition of such common stock.
Because the determination of whether we are a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes depends on the fair market value of our “United States real property interests” ​(“USRPIs”) relative to the fair market value of our non-U.S. real property interests and our other business assets, and because we have significant ownership of real property located in the United States, we may currently be, or may become in the future, a USRPHC. There can be no assurance that we do not currently constitute, or will not become, a USRPHC. As a result, a “Non-U.S. Holder” ​(as defined below under “Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Class A Common Stock”) may be subject to U.S. federal income tax on gain realized on a sale or other taxable disposition of our Class A common stock if such Non-U.S. Holder has owned, actually or constructively, more than 5% of our
 
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Class A common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period in such stock.
General Risks
Our operations present risks which may not be fully covered by insurance.
We carry comprehensive insurance against the hazards and risks underlying our operations. We believe our insurance policies are customary in the industry; however, some losses and liabilities associated with our operations may not be covered by our insurance policies. In addition, there can be no assurance that we will be able to obtain similar insurance coverage on favorable terms (or at all) in the future. Significant uninsured losses and liabilities could have a material adverse effect on our financial condition and results of operations. Furthermore, our insurance is subject to deductibles. As a result, certain large claims, even if covered by insurance, may require a substantial cash outlay by us, which could have a material adverse effect on our financial condition and results of operations.
If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.
The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stops covering us or fails to publish reports on us regularly, we could lose visibility in the market, which, in turn, could cause our stock price or trading volume to decline.
Additionally, any fluctuation in the credit rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock.
As a public reporting company, we will be subject to the rules of the Nasdaq Stock Market and the rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.
Upon completion of this offering, we will become a public reporting company subject to the rules of the Nasdaq Stock Market and the rules and regulations established from time to time by the SEC. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.
In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting. If our management is unable to certify the effectiveness of our internal control or if our independent registered public accounting firm cannot deliver a report attesting to the effectiveness of our internal control over financial reporting, or if we identify or fail to remediate any significant deficiencies or material weaknesses in our internal control, we could be subject to regulatory scrutiny and a loss of public confidence, which could seriously harm our reputation, and the price per share of our Class A common stock could decline.
 
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We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. Further, if we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, our business could be adversely affected and the price per share of our Class A common stock price could decline.
We will incur significant costs as a result of operating as a public company.
Prior to this offering, we operated on a private basis. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the Nasdaq Stock Market and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation. These factors may, therefore, strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus 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 Transactions, including the consummation of this offering, expected growth, future capital expenditures and debt service obligations, 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 our 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 that are out of our control;

our ability to successfully implement our growth strategy, a major part of which consists of razing and rebuilding or remodeling many of our stores;

our ability to maintain an adequate pipeline of suitable locations for new stores;

our ability to realize all anticipated synergies or operating efficiencies from our acquisition of Allsup’s or the anticipated benefits of initiatives relating to our merchandise mix;

the risk of failing to 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;

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 the marketing of petroleum products, as well as hazards and risks relating to the physical effects of climate change;

changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products; and

the significant influence the Brookwood will continue to have over us after the Transactions, including control over decisions that require the approval of stockholders.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. 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. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 
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OUR ORGANIZATIONAL STRUCTURE
Yesway, Inc., a Delaware corporation, was formed on April 23, 2021 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through Parent and its direct and indirect subsidiaries and the Continuing Equity Owners are the only owners of Parent. We will consummate the Transactions, excluding this offering, substantially concurrently with or prior to the consummation of this offering.
Existing Organization
Parent is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to any U.S. federal entity-level income taxes. Taxable income or loss of Parent is included in the U.S. federal income tax returns of Parent’s members. Prior to the consummation of this offering, the Continuing Equity Owners were the only members of Parent.
Transactions
Prior to the Transactions, there will be only one holder of common stock of Yesway, Inc. We will consummate the following organizational transactions in connection with this offering:

we will amend and restate Yesway, Inc.’s certificate of incorporation to, among other things, provide for (1) the recapitalization of our outstanding shares of existing common stock into one share of Class A common stock, (2) Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally and (3) Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B Common Stock”;

we will acquire each of the Blocker Companies by means of the Blocker Mergers and will issue to the Blocker Shareholders            shares of our Class A common stock and rights under the Tax Receivable Agreement;

we will issue           shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration;

we will amend and restate the existing limited liability company agreement of Parent, which will become effective prior to the consummation of this offering, to, among other things, (1) recapitalize all existing ownership interests in Parent (including profits interests awarded under the existing limited liability company agreement of Parent) into one class of LLC Interests and (2) appoint Yesway, Inc. as the sole managing member of Parent upon its acquisition of LLC Interests in connection with this offering;

we will issue      shares of our Class A common stock to the purchasers in this offering (or         shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds, after taking into account the underwriting discounts and estimated offering expenses payable by us, of approximately $      million (or approximately $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

we will use the net proceeds from this offering to purchase           newly issued LLC Interests (or           LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and estimated offering expenses payable by us;

Parent intends to use the net proceeds from the sale of LLC Interests to Yesway, Inc. for general corporate purposes to support the growth of the business as described under “Use of Proceeds”; and

Yesway, Inc. will enter into (1) the Stockholders Agreement with Brookwood, (2) the Registration Rights Agreement with certain of the Continuing Equity Owners and (3) the Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders. For a description of the
 
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terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”
Organizational Structure Following the Transactions

Yesway, Inc. will be a holding company and its principal asset will consist of LLC Interests it acquires directly from Parent and indirectly from the Blocker Shareholders;

Yesway, Inc. will be the sole managing member of Parent and will control the business and affairs of Parent and its direct and indirect subsidiaries;

Yesway, Inc. will own, directly or indirectly,           LLC Interests of Parent, representing approximately    % of the economic interest in Parent (or      LLC Interests, representing approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

Brookwood will own (1) through the Blocker Shareholders,       shares of Class A common stock of Yesway, Inc. (or           shares of Class A common stock of Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock and approximately    % of the economic interest in Yesway, Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (2) directly through Brookwood’s ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately    % of the economic interest in Parent (or approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (3)           shares of Class B common stock of Yesway, Inc., representing approximately    % (and, together with the shares of Class A common stock,    %) of the combined voting power of all of Yesway, Inc.’s common stock (or           shares of Class B common stock of Yesway, Inc., representing approximately    % (and, together with the shares of Class A common stock,    %) if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

the Continuing Equity Owners (including the holders of Series P Interests) will own (1) directly through such Continuing Equity Owners’ ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately     % of the economic interest in Parent (or approximately     % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (2)            shares of Class B common stock of Yesway, Inc., representing approximately     % of the combined voting power of all of Yesway, Inc.’s common stock (or            shares of Class B common stock of Yesway, Inc., representing approximately     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

the purchasers in this offering will own (1)           shares of Class A common stock of Yesway, Inc. (or      shares of Class A common stock of Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Yesway, Inc.’s common stock and approximately    % of the economic interest in Yesway, Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest in Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) through Yesway, Inc.’s ownership of LLC Interests, indirectly will hold approximately    % of the economic interest in Parent (or approximately    % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
 
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The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.
[MISSING IMAGE: tm2114709d10-fc_ownstrubw.jpg]
(1)
The Brookwood funds will own shares of Class A common stock of Yesway, Inc. through the Blocker Shareholders.
(2)
Investors in this offering will hold approximately    % of the combined voting power of Yesway, Inc. (or approximately      % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
As the sole managing member of Parent, we will operate and control all of the business and affairs of Parent and, through Parent and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, Yesway, Inc. will have the minority economic interest in Parent, and will control the management of Parent as its sole managing member. As a result, Yesway, Inc. will consolidate Parent and record a significant non-controlling interest in a consolidated entity in Yesway, Inc.’s consolidated financial statements for the economic interest in Parent held by the Continuing Equity Owners.
Incorporation of Yesway, Inc.
Yesway, Inc., the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on April 23, 2021. Yesway, Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions. The amended and restated certificate of incorporation of Yesway, Inc. that will become effective immediately prior to the consummation of this offering will, among other things, (i) recapitalize our outstanding shares of existing common stock into one share of Class A common stock and (ii) authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”
 
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Recapitalization and Amendment and Restatement of the Parent LLC Agreement
Prior to the consummation of this offering, the existing limited liability company agreement of Parent will be amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units that we refer to as “common units” and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at our election (determined by at least two of our independent directors (within the meaning of the rules of the Nasdaq Stock Market), who are disinterested), shares of our Class A common stock or cash. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement.”
 
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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of approximately $      million (or $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting the underwriting discounts and estimated offering expenses payable by us.
Each $1.00 increase (decrease) in the assumed initial public offering price of $       per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $       million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $       million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.
We intend to use the net proceeds from this offering to purchase      newly issued LLC Interests (or      LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and estimated offering expenses payable by us.
We intend to cause Parent to use the net proceeds from the sale of LLC Interests to Yesway, Inc. for general corporate purposes to support the growth of the business, which may include investments in store remodels, raze and rebuilds, new store developments as well as business or asset acquisitions. We may also cause Parent to use a portion of the net proceeds for the repayment of debt; to make cash payments to the Continuing Equity Owners pursuant to the Tax Receivable Agreement; at our option, to make cash payments to the Continuing Equity Owners upon their election to redeem any of their LLC Interests; or for the acquisition of businesses or assets that we believe are complementary to our own, although we currently have no agreements, commitments or understandings with respect to any specific acquisition. At this time, we have not specifically identified a material single use for which we intend to cause the net proceeds to be used by Parent, and, accordingly, we are not able to allocate the net proceeds among any potential uses in light of the variety of factors that will affect how such net proceeds will be ultimately used by us or Parent. Our management will have broad discretion to direct Parent’s use of the proceeds.
Parent will either bear or reimburse Yesway, Inc. for all of the expenses incurred in connection with the Transactions, including this offering.
 
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CAPITALIZATION
The following table sets forth the cash and capitalization as of June 30, 2021, as follows:

of Parent and its subsidiaries on a historical basis;

of Yesway, Inc. and its subsidiaries on a pro forma basis to give effect to the Transactions, excluding this offering; and

of Yesway, Inc. and its subsidiaries on a pro forma as adjusted basis to give effect to the Transactions, including the sale of        shares of Class A common stock in this offering at an assumed initial public offering price of $      per share, after deducting the underwriting discounts and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under “Use of Proceeds.”
For more information, please see “Our Organizational Structure,” “Use of Proceeds” and “Unaudited Pro Forma Condensed Consolidated Financial Information” included elsewhere in this prospectus. You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.
(in millions, except per share and share amounts)As of June 30, 2021
(unaudited)
Parent Historical
Yesway, Inc.
Pro Forma
Yesway, Inc.
Pro Forma
As Adjusted(1)
Cash and cash equivalents$117.4$       $       
Long-term debt (including current portion)(2):
Credit Facility, net of debt discount and debt issuance costs$385.1$$
Financing obligations, net of debt discount and debt issuance
costs
233.5
Lease liabilities16.9
Total long-term debt635.5
Members’/stockholders’ equity:
Members’ equity:
Members’ capital518.3
Class A common units
Class B common units
Stockholders’ equity:
Class A common stock, par value $      per share;       
shares authorized,      shares issued and outstanding,
pro forma; and      shares authorized,      shares
issued and outstanding, pro forma as adjusted
Class B common stock, par value $      per share;       
shares authorized,      shares issued and outstanding,
pro forma; and      shares authorized,      shares
issued and outstanding, pro forma as adjusted
Additional paid in capital
Retained deficit
Total members’/stockholders’ equity518.3
Noncontrolling interests0.9
Total capitalization$1,154.7$$
 
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(1)
Each $1.00 increase (decrease) in the assumed public offering price of $      per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $      million, assuming that the price per share for the offering remains at $      (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts. Each 1,000,000 share increase or decrease in the number of shares offered in this offering by us would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $      million, assuming that the price per share for the offering remains at $      (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts.
(2)
See “Description of Indebtedness” for a description of our currently outstanding indebtedness.
 
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DIVIDEND POLICY
Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Parent and, through Parent, cash distributions and dividends from our other indirect subsidiaries, including in accordance with the terms of our Credit Facility. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Description of Capital Stock,” “Description of Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.” Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to the requirements of applicable law and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends and other factors that our board of directors may deem relevant. Accordingly, you may need to sell your shares of our Class A common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to the Offering and Ownership of our Class A Common Stock—We may not pay dividends on our Class A commons stock.”
Immediately following this offering, we will be a holding company, and our principal asset will be the LLC Interests we purchase from Parent. If we decide to pay a dividend in the future, we would need to cause Parent to make distributions to us in an amount sufficient to cover such dividend. If Parent makes such distributions to us, the other holders of LLC Interests will be entitled to receive pro rata distributions. See “Risk Factors—Risks Related to Our Organizational Structure—Our principal asset after the completion of this offering will be our interest in Parent, and, as a result, we will depend on distributions from Parent to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Parent’s ability to make such distributions may be subject to various limitations and restrictions.”
 
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DILUTION
The Continuing Equity Owners will own LLC Interests after the Transactions. Because the Continuing Equity Owners do not own any Class A common stock or have any right to receive distributions from Yesway, Inc., we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that all of the holders of LLC Interests (other than Yesway, Inc.) elected to have their LLC Interests redeemed or exchanged for newly issued shares of Class A common stock on a one-for-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Yesway, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed election to redeem or exchange all LLC Interests for shares of Class A common stock as described in the previous sentence as the Assumed Redemption.
Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value per share of Class A common stock after the offering. Parent’s pro forma net tangible book value as of June 30, 2021 prior to this offering and after giving effect to the other Transactions and the Assumed Redemption was a deficit of $      million. Pro forma net tangible book value per share prior to this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding after giving effect to the Assumed Redemption.
If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering.
Pro forma net tangible book value per share after this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in “Use of Proceeds,” and the Assumed Redemption. Our pro forma net tangible book value as of June 30, 2021 after giving effect to this offering would have been approximately a deficit of $      million, or $      per share of Class A common stock. This amount represents an immediate increase in pro forma net tangible book value of $      per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $      per share to new investors purchasing shares of Class A common stock in this offering. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:
Assumed initial public offering price per share$       
Pro forma net tangible book value (deficit) per share as of June 30, 2021, before
this
offering
$       
Increase per share attributable to new investors in this offering$
Pro forma net tangible book value (deficit) per share after this offering
Dilution per share to new Class A common stock investors in this offering$
A $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase the pro forma net tangible book value (deficit) per share after this offering by approximately $      , and dilution in pro forma net tangible book value (deficit) per share to new investors by approximately $      assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 increase or decrease in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $       per share and increase or decrease, as applicable, the dilution to investors purchasing shares of our Class A common stock in this offering by $       per share, assuming the assumed initial public offering price of $       per share, which is the midpoint of the price range set forth on the cover page of this
 
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prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the pro forma net tangible book value (deficit) after the offering would be $      per share, the increase in pro forma net tangible book value per share to existing stockholders would be $      per share and the dilution in pro forma net tangible book value to new investors would be $      per share, in each case assuming an initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus.
The following table summarizes, as of June 30, 2021 after giving effect to the Transactions (including this offering) and the Assumed Redemption, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, to us and the average price per share paid, or to be paid, by existing owners and by the new investors. The calculation below is based on an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
Shares
Purchased
Total Consideration
Average Price
Per Share
NumberPercentAmountPercent
Continuing Equity Owners        %$       %$       
New investors
Total100%$100%$
Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the total consideration paid by new investors and the total consideration paid by all stockholders by $      million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.
Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters’ option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class B common stock, because holders of the Class B common stock are not entitled to distributions or dividends, whether cash or stock, from Yesway, Inc. The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of June 30, 2021, after giving effect to the Transactions and the Assumed Redemption, and excludes (i)            shares of Class A common stock reserved for issuance under the 2021 Plan, which will become effective in connection with the consummation of this offering, as well as any shares that will become issuable pursuant to provisions in the 2021 Plan that automatically increase the share reserve under the 2021 Plan, and (ii)            shares of Class A common stock reserved for issuance under the ESPP, which will become effective in connection with the consummation of this offering as well as any shares that will become issuable pursuant to provisions in the 2021 Plan that automatically increase the share reserve under the ESPP (as described in “Executive Compensation—           ”).
To the extent any of these outstanding options are exercised, there will be further dilution to new investors. To the extent all of such outstanding options had been exercised as of June 30, 2021, the pro forma net tangible book value (deficit) per share after this offering would be $      , and total dilution per share to new investors would be $      .
If the underwriters exercise in full their option to purchase additional shares of Class A common stock:

the percentage of shares of Class A common stock held by the Continuing Equity Owners will decrease to approximately      % of the total number of shares of our Class A common stock outstanding after this offering; and

the number of shares held by new investors will increase to           , or approximately      % of the total number of shares of our Class A common stock outstanding after this offering.
 
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information reflects the impact of this offering, after giving effect to the Transactions discussed in “Our Organizational Structure.” Following the completion of the Transactions, Yesway, Inc. will be a holding company whose principal asset will consist of     % of the outstanding LLC Interests (or    % of LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) that it acquires directly from Parent and indirectly from the Blocker Shareholders in connection with this offering. The remaining LLC Interests will be held directly or indirectly by the Continuing Equity Owners. Yesway, Inc. will act as the sole managing member of Parent, will operate and control the business and affairs of Parent and its direct and indirect subsidiaries and, through Parent and its direct and indirect subsidiaries, conduct its business.
The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021 give effect to the Transactions, including this offering, as if the same had occurred on January 1, 2020. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2021 presents our unaudited pro forma balance sheet giving effect to the Transactions, including this offering, as if they had occurred on June 30, 2021.
We have derived the unaudited pro forma condensed consolidated statement of operations and unaudited pro forma condensed consolidated balance sheet from the consolidated financial statements of Parent and its subsidiaries as of June 30, 2021. The unaudited pro forma condensed consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change.
We refer to the adjustments related to the Transactions, including the impact of the Transactions described in “Our Organizational Structure,” but excluding the adjustments related to the Offering, as the Pro Forma Transaction Adjustments.
The adjustments related to this offering, which we refer to as the Pro Forma Offering Adjustments, are described in the notes to the unaudited pro forma condensed consolidated financial information, and principally include the following:

the amendment and restatement of the limited liability company agreement of Parent to, among other things, appoint Yesway, Inc. as the sole managing member of Parent and provide certain redemption rights to the Continuing Equity Owners;

the issuance of      shares of our Class A common stock to the investors in this offering in exchange for net proceeds of approximately $      million (based on an assumed initial public offering price of $     per share, the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting the underwriting discounts but before estimated offering expenses payable by us;

the payment of fees and expenses related to this offering and the application of the net proceeds from the sale of Class A common stock in this offering to purchase LLC Interests directly from Parent, at a purchase price per LLC Interest equal to the initial public offering price per share of Class A common stock less the underwriting discounts and estimated offering expenses payable by us, with such LLC Interests representing    % of the outstanding LLC Interests; and

the application by Parent of the proceeds from the sale of LLC Interests to us as described under “Use of Proceeds.”
Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock in the offering.
As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes and, among other things, additional directors’ and officers’ liability insurance, director fees, additional expenses associated with complying with the reporting requirements of the SEC, transfer agent fees, costs relating to additional accounting, legal and
 
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administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.
The unaudited pro forma condensed consolidated financial information is included for informational purposes only. The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions, including this offering, occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma condensed consolidated statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” “Selected Historical Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
Yesway, Inc. and subsidiaries
Unaudited pro forma condensed consolidated balance sheet as of June 30, 2021
(in millions, except share amounts)
Parent
Historical
Pro Forma
Transactions
Adjustments
As Adjusted
for Pro Forma
Transactions
Pro Forma
Offering
Adjustments
Yesway, Inc. Pro
Forma
Assets                        
Current assets:
Cash$117.4
(1)
Accounts receivable, net18.20
Due from affiliates, net0.4
Inventories53.1
Prepaid expenses and other current assets4.7
Total current assets193.8
Property and equipment, net485.6
Deferred tax assets, net
(2)
Other long-term assets562.5
(3)
Total assets$1,241.9
Liabilities and Members’ Equity
Current liabilities
Accounts payable and accrued expenses$80.6
Current maturities of long-term debt, financing obligations and lease liabilities7.6
Total current liabilities88.2
Noncurrent liabilities
Long term, debt net of current maturities and debt issuance
costs
381.0
Financing obligations, net of issuance costs232.0
Lease liabilities, net of current maturities14.9
Tax Receivable Agreement liability
(2)
Asset retirement obligations6.6
Total liabilities722.7
 
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(in millions, except share amounts)
Parent
Historical
Pro Forma
Transactions
Adjustments
As Adjusted
for Pro Forma
Transactions
Pro Forma
Offering
Adjustments
Yesway, Inc. Pro
Forma
Redeemable Class B units − $        issued and outstanding as of June 30, 2021
Members’ Equity:
Class A units, $       issued and
outstanding as of June 30,
2021
Class B units, $      issued and outstanding as of June 30,
2021
Retained earnings (accumulated deficit)
Members’ capital518.3
Non-controlling interests0.9
Total members’ equity519.2
Total liabilities, Redeemable Class B units and members’ equity
Stockholders’ Equity − Yesway, Inc.
Class A common stock,
$      par value per share,
shares authorized on a
pro forma basis, shares issued
and outstanding on a pro forma
basis
(1)
Class B common stock,
$      par value per share,
shares authorized on a
pro forma basis, shares issued
and outstanding on a pro forma
basis
Additional paid in capital
(2)(3)
(1)
Retained earnings (accumulated deficit)
Total equity (deficit)
Total liabilities and equity$1,241.9
Yesway, Inc. and subsidiaries
Notes to unaudited pro forma condensed consolidated balance sheet
(1)
Reflects the net effect on cash of the receipt of offering proceeds to us of $      million, based on the assumed sale of           shares of Class A common stock at an assumed initial public offering of $      per share, which is the midpoint of the estimated offering price set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. These amounts, as described in “Use of Proceeds” above, relate to:
(a)
Payment of $      million to purchase           LLC Interests (or           LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent; and
(b)
Payment of approximately $      million of underwriting discounts and commissions and estimated offering expenses.
 
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(2)
Adjustments reflect the effects of the Tax Receivable Agreement on our consolidated balance sheet as a result of Yesway, Inc.’s purchase of LLC Interests. Pursuant to the Tax Receivable Agreement, Yesway, Inc. will be required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the savings, if any, in U.S. federal, state and local income taxes that Yesway, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of Basis Adjustments and Blocker Attributes (each as defined below under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”) and certain additional tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. Yesway, Inc. expects to benefit from the remaining 15% of such tax benefits, if any, that it may actually realize. As a result, as of the date of Yesway, Inc.’s purchase of LLC Interests in this offering and acquisition of LLC Interests in the Blocker Mergers, on a cumulative basis, the net effect of accounting for income taxes and the Tax Receivable Agreement on our financial statements will be a net increase in stockholders' equity of $     million. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement have been estimated and are based on the assumption that there are no material changes in the relevant tax laws and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets. A summary of the adjustments is as follows:
(a)
we will record an increase of $     million in deferred tax assets for estimated income tax effects of the Basis Adjustments and Blocker Attributes resulting from the LLC Interests purchased in this offering and acquired in the Blocker Mergers, based on an effective income tax rate of    % (which includes a provision for U.S. federal, state, and local income taxes);
(b)
we will record $     million, which represents 85% of the estimated realizable tax benefit resulting from (i) the Basis Adjustment and Blocker Attributes resulting from the LLC Interests purchased in this offering and acquired in the Blocker Mergers and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement, as an increase to the liability due to the Members under the Tax Receivable Agreement; and
(c)
we will record an increase to additional paid-in capital of $      million, relating to the difference between the increase in deferred tax assets and the increase in liability due to the Members under the Tax Receivable Agreement.
(3)
Reflects the direct and incremental costs incurred related to the Transactions and this offering for certain legal, accounting, and other related expenses. Upon completion of this offering, these costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid in capital.
Yesway, Inc. and subsidiaries
Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2021
(in millions, except share amounts)
Parent
Historical
Pro Forma
Transactions
Adjustments
As Adjusted
for Pro
Forma
Transactions
Pro Forma
Offering
Adjustments
Yesway, Inc. Pro
Forma
Revenues$814.9                        
Costs of goods sold644.8
Gross profit170.1
Operating expenses:
Salaries and employee benefits64.8
Selling, general and administrative52.0
Depreciation, amortization and accretion10.8
Total operating expenses127.6
Income from operations42.5
Interest expense, net40.1
Income before income taxes2.4
Income tax expense0.1
(4)
Net income$2.3
 
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(in millions, except share amounts)
Parent
Historical
Pro Forma
Transactions
Adjustments
As Adjusted
for Pro
Forma
Transactions
Pro Forma
Offering
Adjustments
Yesway, Inc. Pro
Forma
Per Share Data:
Net income per share
Basic
Diluted
Weighted-average shares used to compute net income per        share(3)
Basic
Diluted
Yesway, Inc. and subsidiaries
Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2020
(in millions, except share amounts)
Parent
Historical
Pro Forma
Transactions
Adjustments
As Adjusted
for Pro
Forma
Transactions
Pro Forma
Offering
Adjustments
Yesway, Inc. Pro
Forma
Revenues$1,496.1                        
Costs of goods sold1,154.2
Gross profit341.9
Operating expenses:
Salaries and employee benefits126.6
Selling, general and administrative107.8
Depreciation, amortization and accretion17.9
Loss on sale of assets3.0
Total operating expenses255.3
Income from operations86.6
Interest expense, net59.9
Income before income taxes26.7
Income tax expense0.1
(4)
Net income$26.6
Per Share Data:
Net income per share
Basic
Diluted
Weighted-average shares used to compute
net income per        share(3)
Basic
Diluted
Yesway, Inc. and subsidiaries
Notes to unaudited pro forma condensed consolidated statement of operations
(4)
Following the Transactions, we will be subject to United States federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Parent. As a result, the unaudited pro forma condensed consolidated statement of operations includes an adjustment to our income tax expense to reflect an effective income tax rate of    %, which includes a provision for United States federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Selected Historical Condensed Consolidated Financial Data” and our historical condensed consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Unaudited Pro Forma Condensed Consolidated Financial Information.” We assume no obligation to update any of these forward-looking statements.
Overview
Yesway is one of the fastest-growing convenience store operators in the U.S., with 403 Company-operated stores as of June 30, 2021, up from 140 as of December 31, 2018. We operate our portfolio primarily under two successful brands, Yesway and Allsup’s. Our sites are differentiated through a leading foodservice offering, featuring Allsup’s famous deep-fried burrito, and a wide variety of high-quality grocery items and private-label products. Our geographic footprint consists of stores located in attractive rural and suburban markets across the Midwest and Southwest, where we often are the convenience retail destination of choice and effectively the local grocer. We have a successful track record of growing through acquisitions and believe we are well positioned to continue to solidify our market position and grow our store count. In November 2019, we acquired Allsup’s, a chain of over 300 convenience stores and the largest acquisition in our history. This acquisition approximately tripled our store count and made us one of the largest convenience store operators in the U.S.
We have a differentiated track record of sourcing, integrating, and adding value to our portfolio acquisitions. Since our founding, we have acquired 451 convenience stores in 24 separate transactions and made select divestitures in connection with larger acquisitions or to dispose of under-performing stores, bringing our total store count to 403 as of June 30, 2021. We have built a strong reputation as an acquirer of choice in our markets and will continue to leverage our acquisition experience to outperform competitors and drive growth in the future.
As part of our due diligence for each acquisition, we develop a timeline and specific plan for the operational, financial, technological, and structural integration of the new stores. For our transformative Allsup's acquisition, we identified $42.0 million in synergies to be realized through the operational merger with Yesway and projected for the integration of the two companies and achievement of these synergies to be completed by the end of 2021. We successfully completed the structural and technological integration of the two companies ahead of schedule, including the consolidation of legal entities, contracts, information technology platforms, financial reporting systems, and employee benefit plans and policies. As of July 2021, we have achieved $31.5 million in completed, run-rate synergies, of which $24.4 million are cost synergies and $7.1 million are revenue synergies. In this context, completed run-rate synergies refers to implemented actions that, on a 12- month run rate, would result in our realizing such cost savings or gross margin improvement per year.
Recent Financial Performance
We believe we are still in the early stages of realizing the benefits of our transformative acquisition of Allsup’s in November 2019, which was the primary driver in increasing our store count from 140 at the end of 2018 to 403 as of June 30, 2021. Despite the COVID-19 pandemic, which disrupted and continues to significantly disrupt global economies and many U.S. businesses, we have achieved the following performance since the closing of the Allsup’s acquisition on November 18, 2019:

Fuel gross profit was $136.0 million in 2020 and fuel margin was 35.9 cpg during the same period. Fuel gross profit decreased 12% from $72.8 million for the six months ended June 30, 2020 to $64.1 million for the six months ended June 30, 2021;
 
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Inside merchandise sales were $628.8 million in 2020. Inside merchandise sales increased by 0.4% from $306.9 million for the six months ended June 30, 2020 to $308.2 million for the six months ended June 30, 2021;

Inside merchandise margin was 30.5% in 2020. Inside merchandise margin increased by 200 bps from 29.5% for the six months ended June 30, 2020 to 31.5% for the six months ended June 30, 2021;

Income from operations was $86.6 million in 2020 and $42.5 million in the six months ended June 30, 2021 compared to $47.7 million for the six months ended June 30, 2020;

Net income was $26.6 million in 2020 and $2.3 million for the six months ended June 30, 2021 compared to $15.4 million for the six months ended June 30, 2020;

Store Contribution was $159.2 million in 2020, $76.7 million for the six months ended June 30, 2021 and $82.4 million for the six months ended June 30, 2020; and

Adjusted EBITDA was $118.8 million in 2020, $57.6 million for the six months ended June 30, 2021 and $63.6 million for the six months ended June 30, 2020.
Total principal amount of debt outstanding under our Credit Facility, excluding unamortized debt discount and deferred issuance costs, as of June 30, 2021 was $385.1 million, consisting of $410.0 million outstanding under our Term Loan B and net debt issuance costs of $24.9 million. In April 2021, we refinanced our outstanding debt and entered into a credit agreement providing for a $410.0 million term loan facility and a $125.0 million undrawn, revolving credit facility.
Reorganization Transactions
The historical results of operations discussed in this section are those of Parent prior to the completion of the Transactions, including this offering, and do not reflect certain items that we expect will affect our results of operations and financial condition after giving effect to the Transactions and the use of proceeds from this offering.
Following the Transactions, Yesway, Inc. will be the sole managing member of Parent. We will operate and control all of the business and affairs of Parent and its direct and indirect subsidiaries and, through Parent and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, Yesway, Inc. will have the minority economic interest in Parent, and will control the management of Parent as its sole managing member. As a result, Yesway, Inc. will consolidate Parent and record a significant non-controlling interest in a consolidated entity in Yesway, Inc.’s consolidated financial statements for the economic interest in Parent held by the Continuing Equity Owners. Immediately after the Transactions, investors in this offering will collectively own    % of our outstanding Class A common stock, consisting of           shares (or           shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), Yesway, Inc. will own           LLC Interests (or           LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing    % of the LLC Interests (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and Brookwood will own           LLC Interests, representing           of the LLC Interests (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, net income (loss) attributable to non-controlling interests will represent    % of the income (loss) before income tax benefit (expense) of Yesway, Inc. (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Yesway, Inc. is a holding company that conducts no operations and, as of the consummation of this offering, its principal asset will be LLC Interests we purchase from Parent.
After consummation of this offering, Yesway, Inc. will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Parent and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our status as a public company, plus payment obligations under the Tax Receivable Agreement, which we expect to be significant. We intend to cause Parent to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
 
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Factors Affecting the Comparability of Our Results of Operations
Impact of Acquisitions
Since our founding, we have acquired 451 stores in 24 separate transactions and plan to continue to seek to acquire stores opportunistically in smaller towns with a lower concentration of national-chain convenience stores. Our recent, and largest, Allsup’s acquisition in November 2019 consisted of over 300 convenience stores. Prior to the Allsup’s acquisition, our growth was attributable to a series of smaller acquisitions. As discussed below under “—Results of Operations,” these acquisitions have been a significant driver of our store count, revenue and expense growth.
The Allsup’s acquisition qualified as a business combination and was accounted for as such. Allsup’s was purchased for $850.3 million before closing costs and fees, and financed with a combination of investor equity, $237.1 million in sale and leaseback transaction proceeds, and a senior credit facility consisting of a $75.0 million revolver ($15.5 million of which was drawn at close) and a $525.0 million term loan . This senior credit facility refinanced our existing debt facility with BMO, increasing annual interest expense from approximately $10.3 million in 2019 to $59.9 million in 2020. We have included the financial results of Allsup’s in the consolidated financial statements of Parent from the date of the acquisition. Accordingly, our financial statements and results of operations for the period prior to the Allsup’s acquisition may not be comparable to those from the periods after the Allsup’s acquisition. For the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2021, our revenue attributable to Allsup’s stores was $141.2 million, $1,154.3 million and $546.2 million, respectively. For the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2021, cost of goods, exclusive of depreciation, amortization and accretion, attributable to Allsup’s stores were $82.9 million, $902.4 million and $494.4 million, respectively.
As a direct result of the Allsup’s acquisition, we incurred various one-time acquisition, financing, integration and restructuring costs of $15.5 million, $11.3 million and $4.3 million for the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2021, respectively. As of July 2021, we have achieved $31.5 million in completed, run-rate synergies, of which $24.1 million are cost synergies and $7.1 million are revenue synergies. In this context, completed run-rate synergies refers to implemented actions that, on a 12-month run rate, would result in our realizing such cost savings or gross margin improvement per year.
Raze and Rebuild, Remodeling, and New Store Initiatives
In the fourth quarter 2020, we began work on a number of real estate capital improvement projects expected to be undertaken through 2022. These projects include approximately $20.0 million capital expenditures for raze and rebuilds, exterior and interior models, and new store builds that had been completed as of June 30, 2021, and an estimated approximately $242.7 million capital expenditures for the third quarter of 2021 through 2022. Preliminary reports from the handful of raze and rebuilds completed in the first quarter of 2021 are showing positive results sequentially week-over-week and month-over-month as well as for same-week and same-month year-over-year.
We have several new store initiatives, including the rollout of the Allsup’s foodservice program across our Yesway-branded stores, the rollout of our loyalty program at our Allsup’s-branded stores, and the continued expansion of our merchandise offering through updated store services and new product introductions. Allsup’s has a distinct foodservice platform that we plan to further leverage across our store base to drive growth. Leveraging the historical success of our loyalty program in increasing the average annual spend per customer and sales in our Yesway locations, we began the rollout of the loyalty program across all 302 of Allsup’s stores in February 2021, opening up the use of our Rewards Program in both Yesway and Allsup’s locations. We believe the loyalty program rollout will drive an uplift in sales through increased store foot traffic, more frequent repeat customer visits, and higher average annual spend per customer.
Seasonality
We earn a disproportionate amount of our annual operating income in the second and third quarters as a result of the climate and seasonal travel and buying patterns of our customers. Inclement weather, especially in the Southwest and Midwest regions of the United States where our stores are located, can negatively impact
 
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our financial results. Variations in geography also makes seasonality curves different due to varied weather, fuel availability, and supply costs.
Coronavirus (COVID-19)
Many retail businesses suffered during the COVID-19 pandemic as a result of many states and municipalities enacting quarantines or stay-at-home orders and non-essential business closures. However, the gas station and convenience store industry has historically been well-positioned to bear out recessionary environments. Further, the majority of our stores are located in smaller, rural communities with lower COVID-19 transmission rates than denser, metropolitan areas, lessening the pandemic’s impact on our stores. Despite the mandated closure of non-essential businesses in most U.S. states during the first half of 2020, our convenience stores are considered to be essential businesses, which allowed our stores to remain open throughout the pandemic.
During 2020 and the six months ended June 30, 2021, the overall impact on our operations was positive. Our gross profit increased year-over-year from $93.5 million in 2019 to $341.9 million in 2020 principally due to the acquisition of Allsup’s and a significant increase in our fuel margin, which partially resulted from the material drop in fuel costs commencing at the beginning of March 2020 and continuing through the end of April 2020, despite the significant reduction in the amount of gallons sold in the gas stations as a result of COVID-19 beginning in the second half of March 2020. Although fuel prices began to gradually increase in May 2020, fuel margin remained at higher levels than those achieved in 2018 or 2019. Further, beginning in May 2020, stay-at-home orders began to be eased, which resulted in an increase in the number of gallons sold compared to prior weeks.
As of December 31, 2020, the reduction in fuel gallons sold did not affect our compliance with our commitments under our agreements with our principal suppliers. With regard to inside store performance, we experienced a 5.0% increase in same-store sales for the year ended December 31, 2020. While store visits were down during the height of stay-at-home orders, the average transaction size increased, resulting from customers making fewer shopping trips but purchasing larger quantities. This resulted in an offsetting positive impact to inside merchandise gross profit dollars. From the beginning of April 2020 and continuing through the third quarter of 2020, we experienced growth in inside merchandise sales and gross margin rate from such sales as a result of shifting consumer demand from other retail channels to convenience stores and the continued increase in revenues for products in high demand, such as face masks and hand sanitizers. During the first six months ended June 30, 2021, total gross profit increased $0.4 million compared with the six months ended June 30, 2020, as COVID-19 restrictions lifted and inside transactions increased. Fuel prices increased over prior year and margins remained strong, although lower than prior comparable period with a 34.9 cpg compared with 39.6 cpg for the six months ended June 30, 2020. However, inside merchandise sales increased 1.3% and inside merchandise gross margin increased 200 bps for the six months ended June 30, 2021 compared with the six months ended June 30, 2020.
While the financial impact of the pandemic on our operations as described above has not had any material adverse effects on the company to date, we cannot estimate the future impact of the pandemic on our business operations or the impact on the future results of our operations.
See “Risk Factors” for further discussion of the possible impact of COVID-19 on our business.
How We Assess the Performance of Our Business
Key measures that we use in assessing and evaluating our business include the following:
 
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Store Count by Brand
Store count by brand reflects the number of stores open under the Yesway brand and the Allsup’s brand that we owned at the end of a reporting period. The following table shows stores operating, acquired, opened and sold or closed during the period presented:
Six Months
Ended
June 30,
Year Ended
December 31,
20212020202020192018
(unaudited)
Yesway
Stores, beginning of period10111111114080
Acquired163
Opened
Sold or Closed(6)(10)(30)(3)
Stores, end of period(1)
101105101111140
Allsup’s(2)
Stores, beginning of period301304304
Acquired304
Opened11
Sold or Closed(4)
Stores, end of period302304301304
Total Stores, end of period403409402415140
(1)
Includes one standalone Subway location, which was part of a previous portfolio acquisition completed in February 2018.
(2)
We acquired Allsup’s in November 2019.
Same-Store Comparison
The below table reflects the changes in fuel gallons, fuel gross profit, inside merchandise sales, inside merchandise gross profit and total inside merchandise and fuel gross profit year-over-year for the same-store base. We define the same-store base to include all Yesway and Allsup’s stores that were owned by us and open for comparable full months during the given 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.
Six Months
Ended June 30,
Year Ended
December 31,
20212020202020192018
(unaudited)
Same-Store Comparison by Category
Fuel Gallons1.1%(14.7)%(9.1)%(1.8)%3.8%
Fuel Gross Profit(14.3)%47.9%19.7%1.1%16.8%
Inside Merchandise Sales1.9%1.1%5.0%4.2%4.2%
Inside Merchandise Gross Profit9.4%3.6%9.2%5.9%3.6%
Total Inside Merchandise and Fuel Gross Profit(1.4)%23.3%13.7%3.7%9.0%
Fuel
Fuel Gallons Sold by Type
Fuel gallons by type represent the total number of gallons sold of diesel fuel and of gasoline fuel in a given period. Fuel gallons by type allows management to assess fuel demand and traffic to our stores based on fuel sales and as well as by fuel type.
 
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(in millions)
Six Months
Ended June 30,
Year Ended
December 31,
20212020202020192018
(unaudited)
Diesel47.836.4100.842.228.4
Gasoline135.8147.5278.3104.267.8
Total Gallons183.6183.9379.1146.496.2
Yesway’s fuel volume decreased by 0.2% year-over-year from 183.9 million gallons for the six months ended June 30, 2020 to 183.6 million gallons for the six months ended June 30, 2021. On a same-store basis, fuel gallons decreased by 14.7% during the six months ended June 30, 2020, primarily due to the temporary reduction in miles driven amid the COVID-19 pandemic. Same-store fuel gallons increased by 1.1% during the six months ended June 30, 2021 as a result of the elimination of COVID-19 related lockdowns and the increase in customer traffic.
Yesway’s fuel volume increased 52.2% year-over-year from 96.2 million gallons in 2018 to 146.4 million gallons in 2019 and 158.9% to 379.1 million gallons in 2020. This increase was primarily attributable to the full year impact of the Allsup’s acquisition. On a same-store basis, fuel gallons declined by 1.8% in 2019 and 9.1% in 2020 primarily due to the temporary reduction in miles driven amid the COVID-19 pandemic.
Fuel Sales, Gross Profit and Margin
Fuel gross profit represents the fuel sales during the relevant period less the cost of goods sold for fuel during the same period. Measuring fuel gross profit, including margins on the basis of cpg, allows our management to analyze the interplay between gallons sold and the overall fuel gross profit.
(in millions, except for margins on the basis of cpg)
Six Months
Ended June 30,
Year Ended
December 31,
20212020202020192018
(unaudited)
Fuel Sales
Diesel$137.1$130.2$256.3$123.9$84.6
Gasoline360.7274.0596.6248.1176.9
Total Fuel Sales$497.8$404.2$852.9$372.0$261.5
Fuel Cost of Goods
Diesel$115.6$114.8$209.0$110.5$75.9
Gasoline318.1216.6507.9223.3160.8
Total Fuel Cost of Goods$433.7$331.4$716.9$333.8$236.7
Fuel Gross Profit
Diesel$21.5$15.4$47.3$13.4$8.7
Gasoline42.657.488.724.816.1
Total Fuel Gross Profit$64.1$72.8$136.0$38.2$24.8
cpg34.939.635.926.125.8
Fuel gross profit decreased by 12% year-over-year from $72.8 million for the six months ended June 30, 2020 to $64.1 million for the six months ended June 30, 2021, as fuel margins decreased 11.9% from 39.6 cpg to 34.9 cpg during the same period. This decrease in fuel gross profit was primarily attributable to the increase in the price of fuel during the first half of 2021. On a same-store basis, fuel gross profit decreased by 14.3% from the six months ended June 30, 2020 to the six months ended June 30, 2021.
Fuel gross profit increased 54% year-over-year from $24.8 million in 2018 to $38.2 million in 2019. This increase was primarily attributable to the Allsup’s acquisition. On a same-store basis, fuel gross profit increased by 1.1% from 2018 to 2019. Despite a drop in same-store fuel volume in 2020, fuel gross profit increased 256% from $38.2 million in 2019 to $136.0 million in 2020 as fuel margins increased from 26.1 cpg to 35.9 cpg during
 
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the same period, primarily due to the price of oil declining significantly and as a result of the Allsup's acquisition. On a same-store basis, fuel gross profit increased by 19.7% from 2019 to 2020.
Inside Merchandise
Inside Merchandise Sales
Inside merchandise sales grew by 0.4% year-over-year from $306.9 million for the six months ended June 30, 2020 to $308.2 million for the six months ended June 30, 2021. This increase was primarily attributable to higher traffic related to inside store purchases as our stores became destinations during the COVID-19 pandemic. On a same-store basis, inside merchandise sales increased by 1.1% during the six months ended June 30, 2020 and increased by 1.9% during the six months ended June 30, 2021.
Inside merchandise sales grew by 77% year-over-year from $102.5 million in 2018 to $181.5 million in 2019 and 246% to $628.8 million in 2020. This increase was primarily attributable to the full year impact of the Allsup’s acquisition. On a same-store basis, inside merchandise sales increased by 4.2% in 2019 and by 5.0% in 2020, despite the impact of the pandemic on most brick-and-mortar retailers.
Inside Merchandise Profit and Margin
Inside merchandise gross profit grew by 7.3% year-over-year from $90.5 million for the six months ended June 30, 2020 to $97.1 million for the six months ended June 30, 2021. This increase was primarily attributable to improved cost control subsequent to the Allsup’s acquisition. On a same-store basis, inside merchandise gross profit increased by 3.6% in the six months ended June 30, 2020 and by 9.4% in the six months ended June 30, 2021.
Inside merchandise gross profit grew by 81.4% year-over-year from $26.4 million in 2018 to $47.9 million in 2019 and 300% to $191.6 million in 2020. This increase was primarily attributable to the full year impact of the Allsup’s acquisition. On a same-store basis, inside merchandise gross profit increased by 5.9% in 2019 and by 9.2% in 2020.
Six Months
Ended
June 30,
Year Ended
December 31,
(in millions, except for percentages)20212020202020192018
(unaudited)
Inside Merchandise Sales$308.2$306.9$628.8$181.5$102.5
Cost of Goods, exclusive of depreciation, amortization and accretion211.1216.4437.2133.676.1
Inside Merchandise Gross Profit$97.1$90.5$191.6$47.9$26.4
Inside Merchandise Margin31.5%29.5%30.5%26.4%25.7%
Store Contribution
We define Store Contribution, a non-GAAP measure, as income (loss) from operations before depreciation, amortization and accretion expense, loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, acquisition financing, integration and restructuring costs, stock-based compensation costs, other non-recurring expenses 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. The excluded overhead expenses include:

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;
 
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marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall company brand and marketing that is not directly related to a store;

supplies costs: costs for office supplies for corporate staff;

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events; and

insurance costs: costs associated with maintaining insurance policies related to corporate offices and staff; in contrast, individual stores are separately allocated insurance expenses for applicable premiums.
Store Contribution may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. 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.
The following table contains a reconciliation of income (loss) from operations to Store Contribution for the six months ended June 30, 2021 and 2020, respectively, and for the years ended December 31, 2020, 2019, and 2018, respectively:
Parent Historical
(in millions)
Six Months
Ended June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Income (loss) from operations$42.5$47.7$86.6$(25.1)$(21.3)
Interest expense, net40.132.259.910.41.2
Income (loss) before income taxes2.415.526.7(35.5)(22.5)
Income tax expense0.10.10.10.20.3
Net income (loss)2.315.426.6(35.7)(22.8)
Interest expense, net40.132.259.910.41.2
Depreciation, amortization and accretion10.88.317.98.76.2
Federal and state income taxes0.10.10.10.20.3
Loss (gain) on sales of assets3.08.5(0.6)
Goodwill impairment9.6
Gain on bargain purchase(1.6)
Acquisition, financing, integration, restructuring costs,
stock-based compensation costs and other non-recurring
expenses
4.37.611.315.52.8
Adjusted EBITDA57.663.6118.87.6(4.9)
Overhead expenses
Salaries and benefits12.913.125.613.610.4
Facility expense0.80.61.20.90.7
Professional services1.71.84.22.11.1
Marketing and advertising0.40.41.00.80.6
Corporate software and hardware0.60.20.80.30.3
Supplies0.20.21.00.20.2
Repairs and maintenance0.10.20.80.10.1
Meetings and travel0.60.81.21.21.6
Insurance0.40.51.60.30.2
Other income and expense1.41.03.00.60.6
Total overhead expenses19.118.840.420.115.8
Store Contribution$76.7$82.4$159.2$27.7$10.9
 
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The significant increase from 2019 to 2020 was primarily attributable to the full year impact of the Allsup’s acquisition. The decrease from the six months ended June 30, 2020 to the six months ended June 30, 2021 was primarily attributable to a decrease in fuel gross profit due to the decrease in cost of fuel.
Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) before interest expense, income tax expense (benefit), depreciation, amortization and accretion expense, loss (gain) on sales of assets, goodwill impairment, gain on bargain purchase, and acquisition, financing, integration, restructuring costs, stock-based compensation costs and other non-recurring expenses. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.
Parent Historical
Six Months
Ended June 30,
Year Ended December 31,
(in millions)20212020202020192018
(unaudited)
Net income (loss)$2.3$15.4$26.6$(35.7)$(22.8)
Interest expense, net40.132.259.910.41.2
Depreciation, amortization and accretion10.88.317.98.76.2
Federal and state income taxes0.10.10.10.20.3
Loss (gain) on sales of assets3.08.5(0.6)
Goodwill impairment9.6
Gain on bargain purchase(1.6)
Acquisition, financing, integration, restructuring costs, stock-based compensation costs and other non-recurring expenses4.37.611.315.52.8
Adjusted EBITDA$57.6$63.6$118.8$7.6$(4.9)
The significant increase from 2019 to 2020 was primarily attributable to the full year impact of the Allsup’s acquisition. The decrease from the six months ended June 30, 2020 to the six months ended June 30, 2021 was primarily attributable to a decrease in fuel gross profit resulting from an increase in the cost of fuel.
Significant Components of Results of Operations
Revenue
Revenue is primarily generated from the sale of general merchandise, and of fuel, as well as car washes, lottery commissions and other store services. Revenue is recognized net of customer coupon discounts and is recognized when services are rendered or fuel or merchandise is sold provided the fee is fixed and determinable.
Cost of Goods Sold and Gross Profit
Cost of goods sold consist primarily of costs incurred to procure merchandise, foodservice and fuel, including storage and transportation costs prior to the delivery to customers. A component of cost of sales is the discount for prompt payment, volume rebates, discounts and incentives offered by fuel and merchandise suppliers and is exclusive of depreciation, amortization and accretion. Inventories cost is determined using the retail last-in, first-out method for goods in our stores. The retail inventory method is a reverse mark-up, averaging method. This method calculates a cost-to-retail ratio that is applied to the retail value of inventory to determine the cost value of inventory and the resulting cost of goods sold and gross margin. The assumption that the retail inventory method provides for valuation at lower of cost or market and the inherent uncertainties therein.
Gross profit represents inside merchandise and fuel sales less costs of goods, exclusive of depreciation, amortization and accretion.
 
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Operating Expenses
Salaries and Employee Benefits
Salaries and employee benefits expenses consist primarily of compensation to employees, employer costs for health and welfare and 401(k) plans and payroll taxes. We generally expect salaries and employee benefits to increase annually as a result of incurring costs associated with becoming and operating as a public company.
Selling, General and Administrative Expense
Selling, general and administrative expenses consist primarily of direct store level operating costs, rent and utilities, certain back-office expenses related to our corporate and division offices, expenses directly incurred as a result of acquisitions and integration. We generally expect selling, general and administrative expenses to increase annually as a result of incurring costs associated with becoming and operating as a public company. We further expect selling, general and administrative expenses to episodically increase as a result of one-time acquisition and integration costs during periods in which we acquire additional sites.
Depreciation, Amortization, and Accretion
Depreciation, amortization and accretion primarily results from the depreciation of fixed and intangible assets and the accretion of asset retirement and environmental obligations.
Gain on Bargain Purchase
In 2018, we recognized a bargain purchase gain of $1.6 million for one acquisition, which was acquired for less than its fair value of identifiable assets. We do not anticipate any material gains on bargain purchase in the future.
Goodwill Impairment
In 2018, our goodwill impairment test resulted in an impairment charge of $9.6 million as a direct result of the failure by certain acquisitions to meet performance expectations. We do not currently anticipate any material goodwill impairment charges in the future.
Interest Expense, Net
Interest expense consists of interest on our Credit Facility, interest calculated under financing leases, and interest on other notes payable, net of amortization of capitalized costs directly related to originating our Credit Facility.
 
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Results of Operations
The following table and related discussion sets forth certain information and comparisons regarding the components of the historical Consolidated Statements of Operations for the periods indicated for BW Ultimate Parent, LLC:
Six Months
Ended June 30,
Year Ended December 31,
(in millions)20212020202020192018
(unaudited)
Revenue$814.9$717.5$1,496.1$560.8$369.1
Cost of goods sold644.8547.81,154.2467.3312.8
Gross profit170.1169.7341.993.556.3
Operating expenses:
Salaries and employee benefits64.861.7126.645.530.0
Selling, general and administrative52.052.0107.855.934.0
Depreciation, amortization and accretion10.88.317.98.76.2
Loss (gain) on sales of assets3.08.5(0.6)
Goodwill impairment9.6
Gain on bargain purchase(1.6)
Total operating expenses127.6122.0255.3118.677.6
Income (loss) from operations42.547.786.6(25.1)(21.3)
Interest expense, net40.132.259.910.41.2
Income (loss) before income taxes2.415.526.7(35.5)(22.5)
Income tax expense0.10.10.10.20.3
Net income (loss)$2.3$15.4$26.6$(35.7)$(22.8)
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
Revenue
Revenue increased by $97.4 million, or 13.6%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This increase in revenue was primarily attributable to the increase in the price of fuel which is directly correlated with an increase in the retail selling price of fuel.
Cost of Goods Sold and Gross Profit
Cost of goods sold increased by $97.0 million, or 17.7%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This increase was primarily attributable to increase in fuel costs of $102.3 million, offset slightly by the decrease in cost of sales related to inside merchandise sales of $5.3 million attributable to better cost control subsequent to the Allsup’s acquisition.
Gross profit increased by $0.4 million, or 0.2%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This increase in gross profit was primarily attributable to better cost control on inside merchandise sales subsequent to the Allsup’s acquisition.
Operating Expenses
Salaries and Employee Benefits
Salaries and employee benefits expenses increased by $3.1 million, or 5.0%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This increase in salaries and employee benefits was primarily attributable to improved store coverage compared to the prior year.
 
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Selling, General and Administrative Expenses
Selling, general and administrative expenses was $52.0 million for both the six months ended June 30, 2021 and the six months ended June 30, 2020, primarily due to maintenance of costs consistent with prior year while implementing company initiatives and integrating the Allsup’s acquisition.
Depreciation, Amortization, and Accretion
Depreciation, amortization and accretion expense increased $2.5 million, or 30.1%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This increase was due primarily to the capital expenditures made in 2021 and 2020.
Interest Expense, Net
Interest expense, net was $40.1 million for the six months ended June 30, 2021, compared to $32.2 million in the six months ended June 30, 2020. The increase was primarily due to the loss on the debt extinguishment of $19.4 million related to the refinancing of the debt that occurred in April 2021 as well as the decrease in interest rate on debt resulting in a decrease in debt interest net of amortization of debt issuance costs of $11.5 million year over year. The weighted average interest rate on outstanding borrowings was 5.19% during the six months ended June 30, 2021 and 6.96% during the six months ended June 30, 2020.
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
Revenue
Revenue was $1,496.1 million for the year ended December 31, 2020, an increase of $935.3 million, or 167%, compared to the year ended December 31, 2019. This increase was primarily attributable to the full year benefit of the Allsup’s acquisition. Revenue for Yesway for the year ended December 31, 2019 and for Allsup’s for the period from December 30, 2018 to November 17, 2019 was $560.8 million and $1,210.7 million, respectively. Excluding the impact of stores acquired or disposed of, revenue decreased by 15.1%, primarily due to a lower average retail price per gallon of fuel in 2020 relative to 2019.
Cost of Goods Sold and Gross Profit
Cost of goods sold was $1,154.2 million for the year ended December 31, 2020, an increase of $686.9 million, or 147%, compared to the year ended December 31, 2019. This increase was primarily attributable to the full year impact of the Allsup’s acquisition. Cost of goods sold for Yesway for the year ended December 31, 2019 and for Allsup’s for the period from December 30, 2018 to November 17, 2019 was $467.3 million and $977.8 million, respectively. Excluding the impact of stores acquired or disposed of, cost of goods sold decreased by 21.0%, primarily due to a lower average wholesale cost per gallon of fuel in 2020 relative to 2019.
Gross profit was $341.9 million for the year ended December 31, 2020, an increase of $248.4 million, or 266%, compared to the year ended December 31, 2019. This increase in gross profit was primarily attributable to the full year benefit of the Allsup’s acquisition. Gross profit for Yesway for the year ended December 31, 2019 and for Allsup’s for the period from December 30, 2018 to November 17, 2019 was $93.5 million and $232.8 million, respectively.
Operating Expenses
Salaries and Employee Benefits
Salaries and employee benefits expenses increased by $81.1 million, or 178%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase in salaries and employee benefits was primarily attributable to the full year impact of the Allsup’s acquisition.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $51.9 million, or 93%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily attributable to the full year impact of the Allsup’s acquisition.
 
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Depreciation, Amortization, and Accretion
Depreciation, amortization and accretion expense increased $9.2 million, or 106%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase was due primarily to capital expenditures made in 2020 and 2019, primarily attributable to the timing of the Allsup’s acquisition.
Interest Expense, Net
Interest expense, net was $59.9 million for the year ended December 31, 2020, compared to $10.4 million in the year ended December 31, 2019. The increase in interest expense, net was primarily due to increased borrowings throughout 2020 following the financing for the Allsup’s acquisition. The weighted average interest rate on outstanding borrowings was 6.4% during 2020 and 8.0% during 2019.
Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
Revenue
Revenue increased by $191.7 million, or 52%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was attributable to $141.2 million in revenue attributable to Allsup’s following the consummation of the acquisition in November 2019 and $63.1 million related to a full year of operations for other acquisitions completed in 2018, offset by a year-over-year decrease of $12.6 million in same-store revenue. Excluding the impact of stores acquired or disposed of, revenue decreased by 4.3%, primarily due to a lower average retail price per gallon of fuel in 2019 relative to 2018.
Cost of Goods Sold and Gross Profit
Cost of goods sold increased by $154.5 million, or 49%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase in cost of goods sold was attributable to $82.9 million in cost of goods attributable to the Allsup’s acquisition and $71.6 million resulting from a full year of operations for acquisitions completed in 2018 and a decrease in same-store cost of goods sold. Excluding the impact of stores acquired or disposed of, cost of goods sold decreased by 5.8%, primarily due to a lower average wholesale cost per gallon of fuel in 2019 relative to 2018.
Gross profit increased by $37.2 million, or 66%, for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily attributable to the Allsup’s acquisition. Excluding the impact of stores acquired or disposed of, gross profit increased by 4.5%, primarily due to improved store performance.
Operating Expenses
Salaries and Employee Benefits
Salaries and employee benefits expenses increased by $15.5 million, or 52% for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase in salaries and employee benefits was attributable to the Allsup’s acquisition and a full year of operations for other acquisitions completed in 2018.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $21.9 million, or 64%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase in selling, general and administrative expenses was primarily attributable to the Allsup’s acquisition, including $12.7 million in direct costs associated with the Allsup’s acquisition and post-merger integration.
Depreciation, Amortization, and Accretion
Depreciation, amortization and accretion expense increased $2.5 million, or 40%, for the year ended December 31, 2019. The increase was due primarily to capital expenditures made in 2019 and 2018, primarily attributable to the timing of acquisitions.
 
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Gain on Bargain Purchase
In 2018, we recognized a bargain purchase gain of $1.6 million for one acquisition which was acquired for less than its fair value of identifiable assets. We do not anticipate material gains on bargain purchase in the future.
Goodwill Impairment
In 2018, our goodwill impairment test resulted in a $9.6 million impairment charge as a direct result of certain acquisitions failure to meet performance expectations. We do not anticipate material impairments in the future.
Interest Expense, Net
Interest expense, net was $10.4 million for the year ended December 31, 2019, compared to $1.2 million in the year ended December 31, 2018. The increase in interest expense, net was primarily due to the refinancing of our prior credit facility with a significantly larger credit facility in conjunction with the Allsup’s acquisition in November of 2019. The weighted average interest rate on outstanding borrowings was 8.0% during 2019 and 4.9% during 2018.
Selected Unaudited Quarterly Financial and Other Information
The following table presents the unaudited quarterly historical consolidated financial and other data for BW Ultimate Parent, LLC and its subsidiaries for the periods indicated. The unaudited quarterly historical consolidated financial and other data have been prepared on the same basis as the audited consolidated financial statements of BW Ultimate Parent, LLC included elsewhere in this prospectus. In our opinion, the unaudited quarterly historical consolidated financial information includes all adjustments, which include normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations for these periods. This information should be read in conjunction with the consolidated financial statements of BW Ultimate Parent, LLC and the related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results in any future period and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year.
As a result of a number of factors, including the Allsup’s acquisition in November 2019, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. For additional discussion of these factors, see “Factors Affecting the Comparability of Our Results of Operations.”
Three Months Ended,
(in millions)
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
Mar 31,
2020
Jun 30,
2020
Sep 30,
2020
Dec 31,
2020
Mar 31,
2021
Jun 30,
2021
(unaudited)
Revenue$119.5$106.9$235.1$372.1$345.4$433.9$344.7$362.1$452.8
Cost of goods sold100.887.8193.9297.5250.3342.2264.2286.4358.4
Gross profit18.719.141.274.695.191.780.575.794.4
Operating expenses:
Salaries and employee benefits8.78.119.830.431.330.934.033.431.4
Selling, general and administrative9.610.226.524.927.128.727.124.327.7
Depreciation, amortization and accretion1.72.22.83.94.44.74.94.95.9
Loss (gain) on sales of assets8.20.32.01.0
Total operating expenses28.220.849.159.262.866.367.062.665.0
Income (loss) from operations(9.5)(1.7)(7.9)15.432.325.413.513.129.4
Interest expense, net0.50.59.017.215.014.513.211.928.2
Income (loss) before income taxes(10.0)(2.2)(16.9)(1.8)17.310.90.31.21.2
Income tax expense0.10.10.1
Net income (loss)$(10.1)$(2.2)$(16.9)$(1.9)$17.3$10.9$0.3$1.1$1.2
 
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The following table contains reconciliations for Store Contribution and Adjusted EBITDA for the periods indicated:
Three Months Ended,
(in millions)
Jun 30,
2019
Sep 30,
2019
Dec 31,
2019
Mar 31,
2020
Jun 30,
2020
Sep 30,
2020
Dec 31,
2020
Mar 31,
2021
June 30,
2021
(unaudited)
Income (loss) from operations$(9.5)$(1.7)$(7.9)$15.4$32.3$25.4$13.5$13.1$29.4
Interest expense, net0.50.59.017.215.014.513.211.928.2
Income (loss) before income taxes10.0(2.2)(16.9)(1.8)17.310.90.31.21.2
Income tax expense0.10.10.1
Net income (loss)(10.1)(2.2)(16.9)(1.9)17.310.90.31.11.2
Interest expense, net0.50.59.017.215.014.513.211.928.2
Depreciation amortization and accretion1.72.22.83.94.44.74.94.95.9
Federal and state income taxes0.10.10.1
Loss (gain) on disposal of assets
and impairment charges
8.20.32.01.0
Acquisition, financing,
integration, restructuring
costs, stock-based
compensation costs and other
non-recurring expenses
0.72.111.12.45.22.11.61.03.3
Adjusted EBITDA1.12.96.021.741.934.221.019.038.6
Overhead expenses
Salaries and benefits2.62.65.76.76.56.46.06.56.4
Facility expenses0.20.20.30.30.30.60.10.50.3
Professional services0.30.31.30.80.91.21.21.20.5
Marketing and advertising0.20.20.20.20.20.30.30.10.3
Corporate software and
hardware
0.10.10.10.10.10.40.20.30.3
Office supplies0.10.10.10.30.50.10.1
Repairs and maintenance0.10.20.10.50.1
Meetings and travel0.40.40.20.40.30.30.20.30.3
Insurance0.20.20.30.30.80.20.2
Other income and expense0.10.10.30.50.50.31.70.31.1
Total overhead expenses4.03.98.49.59.210.211.59.69.5
Store Contribution$5.1$6.8$14.4$31.2$51.1$44.4$32.5$28.6$48.1
Liquidity and Financial Resources
Overview
Our primary sources of liquidity is cash generated from store operations, financing proceeds, our Revolving Credit Facility and capital raises. Our primary cash needs are for capital expenditures, working capital, and to meet debt service requirements. As of June 30, 2021, we had an outstanding balance of $385.1 million, consisting of $410.0 million outstanding under our Term Loan B and net debt issuance costs of $24.9 million. In April 2021, we refinanced our outstanding debt and entered into a credit agreement providing for a $410.0 million term loan facility and a $125.0 million undrawn, revolving credit facility.
 
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Our capital expenditures are primarily related to raze and rebuild or remodeling projects involving existing stores, preparing new stores, ongoing store maintenance and improvements. We plan to invest approximately $243 million in 34 raze and rebuild projects, 44 remodeling projects, and 18 new-to-industry stores through the end of 2022. We spent $24.6 million, $29.4 million, $12.8 million, and $13.0 million for capital expenditures in the six months ended June 30, 2021 and in the years ended December 31, 2020, 2019, and 2018, respectively. We expect to fund capital expenditures from cash reserves and operations.
Our primary working capital requirements are for the purchase of inventory, payroll, rent, other store facilities costs, distribution costs and general and administrative costs. Our working capital requirements fluctuate during the year, driven primarily by the timing of opportunistic inventory purchases and new store openings and the inherent seasonality of our business.
We believe our cash and cash equivalents position, net cash provided by operating activities, and availability under our Credit Facility, including our $125.0 million Revolving Credit Facility, will be adequate to finance our planned capital expenditures, working capital requirements, and debt service over the next 12 months. If cash provided by operating activities and borrowings under our Credit Facility are not sufficient or available to meet our capital requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders.
In addition, following the completion of this offering, we will be obligated to make payments under the Tax Receivable Agreement. Although the actual timing and amount of any payments that we make to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will vary, we expect that those payments will be significant. Any payments we make to Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Parent and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
If we do not have sufficient funds to pay tax or other liabilities or to fund our operations (as a result of Parent’s inability to make distributions due to various limitations and restrictions or as a result of the acceleration of our obligations under the Tax Receivable Agreement), we may have to raise additional capital, including by borrowing funds under our Credit Facility or future debt agreements. Additional capital may not be available on preferable terms, or, in the case of borrowing funds under our Credit Facility of future debt agreement, could materially and adversely affect our cash flow, liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. In addition, if Parent does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “Risk Factors—Risks Related to the Offering and Ownership of our Class A Common Stock” and “Dividend Policy.”
Description of Debt Facilities
Total debt, including both the current and long-term portions of finance lease obligations and net of debt discounts and deferred financing costs, decreased $158.2 million to $592.4 million as of the end of 2020 compared to $750.6 million as of the end of 2019 as a result of scheduled amortization, lease payments, a $15.5 million pay down of our outstanding balance under our Revolving Credit Facility and a $115.0 million prepayment of amortization on our Term Loan Facility.
As of June 30, 2021, our outstanding debt, including current maturities and net of debt discounts and deferred financing costs, principally consisted of:
(in millions)June 30, 2021
(unaudited)
Credit Facility$385.1
Financing and lease obligations250.4
Total debt, including financing and lease obligations$635.5
 
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Subsequent to December 31, 2020, all notes payable were paid in full, and the credit facility was refinanced. Our new Credit Facility, executed in April of 2021, reduces our interest rate spread from 625 bps to 350 bps over LIBOR with a 50 bps LIBOR floor.
Historical Cash Flows
The following table sets forth our cash flows for each of the following years (in millions):
(in millions)
Six Months
Ended June 30,
Year Ended December 31,
20212020202020192018
(unaudited)
Net cash provided by (used in) operating activities$52.6$42.4$47.2$(20.2)$(10.7)
Net cash used in investing activities(24.6)(10.1)(26.6)(835.3)(112.6)
Net cash (used in) provided by financing activities(13.6)(10.9)33.2892.9125.7
Net (decrease) increase in cash and cash equivalents$14.4$21.4$53.8$37.4$2.4
Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities was $52.6 million during the six months ended June 30, 2021 compared to net cash provided by operating activities of $42.4 million during the six months ended June 30, 2020. The increase in net cash flow from operating activities during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to better control of expenses and improved timing in payables and receivables.
Net cash provided by operating activities was $47.2 million during the year ended December 31, 2020 compared to net cash used in operating activities of $20.2 million during the year ended December 31, 2019. The increase in net cash flow from operating activities during the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to the increase in revenue attributable to Allsup’s stores as well as stronger gross profit directly correlated with stronger fuel margins and improved cost control for inside merchandise sales.
Net cash used in operating activities was $20.2 million during the year ended December 31, 2019 compared to net cash used in operating activities of $10.7 million during the year ended December 31, 2018. The increase in net cash flow from operating activities during the year ended December 31, 2019 compared to the year ended December 31, 2018 was primarily due to increased number of stores, stronger contribution to gross profit and operational improvements.
Net Cash Used in Investing Activities
Net cash used in investing activities was $24.6 million during the six months ended June 30, 2021 compared to net cash used in investing activities of $10.1 million during the six months ended June 30, 2020. The increase in net cash flow from investing activities during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to the increase in capital expenditures related to the Company’s raze, rebuild, and remodel initiatives in the first half of 2021.
Net cash used in investing activities during the year ended December 31, 2020 was $26.6 million compared to net cash used in investing activities of $835.3 million during the year ended December 31, 2019. The decrease in net cash flow from investing activities during the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to the financing of the Allsup’s acquisition in 2019.
Net cash used in investing activities during the year ended December 31, 2019 was $835.3 million compared to net cash used in investing activities of $112.6 million during the year ended December 31, 2018. The increase in net cash flow from investing activities during the year ended December 31, 2019 compared to the year ended December 31, 2018 was primarily due to the Allsup’s acquisition in 2019.
 
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Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities was $13.6 million during the six months ended June 30, 2021 compared to net cash used in financing activities of $10.9 million during the six months ended June 30, 2020. The increase in net cash flow used in financing activities during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to the increase in payoff of old debt and the cash received from new debt along with debt issuance costs of $11.0 million and a prepayment penalty of $3.9 million related to the new debt facility.
Net cash provided by financing activities during the year ended December 31, 2020 was $33.2 million compared to net cash provided by financing activities of $892.9 million during the year ended December 31, 2019. The decrease in net cash flow from financing activities during the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to new capital raised and the new credit facility entered into in conjunction with the Allsup’s acquisition in 2019.
Net cash provided by financing activities during the year ended December 31, 2019 was $892.9 million compared to net cash provided by financing activities of $125.7 million during the year ended December 31, 2018. The increase in net cash flow from financing activities during the year ended December 31, 2019 compared to the year ended December 31, 2018 was primarily due to new capital raised and the new credit facility entered into in conjunction with the Allsup’s acquisition in 2019.
Contractual Obligations
The table below presents our significant contractual obligations as of December 31, 2020 (in millions)(1):
Payments Due Per Year(2)
Total20212022-20232024-2025Thereafter
Long-term debt(3)
$390.3$$$390.3$
Operating and finance leases(4)
28.12.13.83.618.6
Financing obligations(4)
618.915.931.8