Mister IPO Presentation Deck

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Consumer

Published

July 2021

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#1Mister® Mistet#2Legal Disclaimer Rider for Notice to and Undertaking by Recipients. This presentation has been made available to you with the consent of Mister Car Wash, Inc. ("Mister Car Wash", "Mister", "we", "us" or "our"). The Company has filed a registration statement (including a preliminary prospectus) on Form 5-1 (File No. 333-25667) with the SEC for the offering to which this presentation relates. The registration statement has not yet become effective. The securities proposed to be offered pursuant to such registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Before you invest, you should read the preliminary prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at http://www.sec.gov. Alternatively, copies of the prospectus may be obtained from BofA Securities, inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Dg [email protected], Morgan Stanley & Co. LLC, Attr: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attn: Prospectus Department, Telephone: (866) 471-2526, Email: [email protected] and Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone: 1-877-821-7388 or by email: [email protected]. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may." "might," "plan," "potential," "predict," "seek," "vision," "target," "will," "likely," or "should," or the negative thereof, and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words. The forward-looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you consider this presentation, you should understand that these statements are not guarantees of performance or results. These assumptions and our future performance or results involve risks and uncertainties (many of which are beyond our control). Forward-looking statements include, but are not limited to, those we make regarding the following matters: developments involving our competitors and our industry, our ability to attract new customers, retain existing customers and maintain or grow our number of UWC members; potential future impacts of the COVID-19 pandemic; expectations regarding our industry, our ability to maintain comparable store sales growth; our ability to continue to identify and open greenfield locations; our estimates of greenfield location expansions and our whitespace opportunity, our ability to continue to identify suitable acquisition targets and consummate such acquisitions on attractive terms; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; the impact of our debt and lease obligations on our ability to raise additional capital to fund our operations and maintain flexibility in operating our business; our reliance on and relationships with third-party suppliers; our ability to maintain security and prevent unauthorized access to electronic and other confidential information, our ability to respond to risks associated with existing and future payment options; our ability to maintain and enhance a strong brand image, our ability to maintain adequate insurance coverage; our status as a "controlled company" and LGP's control of us as a public company, the impact of evolving governmental laws and regulations and the outcomes of legal proceedings, and the effects of potential changes to U.S. regulations and policies on our business. Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks and uncertainties that affect our forward-looking statements described above. Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time-to-time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Industry information Market data and industry information used throughout this presentation is based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data, Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Non GAAP Financial Measures We present Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures of our financial performance and should not be considered as an alternative to net income or net income margin as a measure of financial performance or any other performance measure derived in accordance with GAAP: Adjusted EBITDA is defined as net income before interest expense net, income tax expense (benefit), depreciation and amortization, (loss) gain on sale of assets, gain on sale of quick lube facilities, dividend recapitalization fees and payments, loss on early debt extinguishment, stock-based compensation, acquisition expenses, management fees, non-cash rent expense and other non-recurring charges. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total net revenue for a given period. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Mister 2#3Offering Summary Issuer Ticker / Listing Total Deal Size Public Shares Offered Overallotment Option Filing Range Use of Primary Proceeds Selling Shareholders Expected Pricing Senior Active Bookrunners Junior Active Bookrunners Mister Mister Car Wash, Inc. MCW/NYSE $600mm (83% Primary / 17% Secondary) 37,500,000 shares (31,250,000 primary and 6,250,000 secondary) 15% (100% Secondary) $15.00 - $17.00 To repay all outstanding borrowings on the Second Lien Term Loan, a portion of outstanding borrowings on the First Lien Term Loan and for general corporate purposes to support growth of the business Leonard Green & Partners, management and other existing shareholders June 24, 2021 BofA Securities, Morgan Stanley (in alphabetical order) Goldman Sachs & Co. LLC, Jefferies 3#4#5Company Overview#6Mister Car Wash - The Largest National Car Wash Brand Drive results by executing on operational excellence, predictable recurring subscription revenue and people first culture ~60mm Cars Washed Annually¹ $595mm Total Revenue¹ $182mm Adjusted EBITDA¹ Mister 1.4mm Unlimited Wash ClubⓇ Members² 62% Total Wash Sales from Subscription Revenue¹ 39 Consecutive Quarters of Positive Comp. Store Sales Growth³ 76% . . . #1 Car Wash Operator in the United States 344 locations across 63 MSAS in 21 states 24% Express Exterior 263 locations Interior Clean 81 locations Mister Mister Locations designed for throughput and staffed to keep the line moving Predictable subscription revenue and a loyal, growing member base Standardized systems built to scale, with a dedicated support infrastructure A service culture powered by people that delivers elevated hospitality 1) TTM As of March 31, 2021. 10 2) As of March 31, 2021. 3) Prior to 2020. 6#7#8#9#10#11#12#13#14#15#16#17#18#19#20#21#22#23#24#25#26#27#28#29

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