https:\/\/mistercarwash.com<\/a>.<\/p>\nUse of Non-GAAP Financial Measures<\/b><\/p>\n
\nThis press release includes references to non-GAAP financial measures, including Adjusted EBITDA, Adjusted net income, and Diluted adjusted net income per share (the \u201cCompany\u2019s Non-GAAP Financial Measures\u201d). These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, the Company\u2019s Non-GAAP Financial Measures should be read in conjunction with the Company\u2019s financial statements prepared in accordance with GAAP. The reconciliations of the Company\u2019s Non-GAAP Financial Measures to the corresponding GAAP measures should be carefully evaluated.<\/p>\n
\nThe Company\u2019s Non-GAAP Financial Measures are non-GAAP measures of the Company\u2019s operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with U.S. GAAP and should not be construed as an inference that the Company\u2019s future results will be unaffected by unusual or nonrecurring items. Adjusted EBITDA is defined as net income before interest expense, net, income tax provision, depreciation and amortization expense, (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, non-cash rent expense, expenses associated with the IPO, and other nonrecurring charges. Adjusted net income is defined as net income before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, non-cash rent expense, expenses associated with the Company\u2019s initial public offering, other nonrecurring charges, tax benefits related to stock awards exercised and the tax impact of adjustments to net income. Adjusted net income per share is defined as basic net income per share before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, non-cash rent expense, expenses associated with the Company\u2019s initial public offering, other nonrecurring charges, tax benefits related to stock awards exercised and the tax impact of adjustments to basic net income per share. Diluted adjusted net income per share is defined as diluted net income per share before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, non-cash rent expense, expenses associated with the IPO, other nonrecurring charges, tax benefits related to stock awards exercised and the tax impact of adjustments to basic net income per share.<\/p>\n
\nManagement believes the Company\u2019s Non-GAAP Financial Measures assist investors and analysts in comparing the Company\u2019s operating performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company\u2019s ongoing operating performance. Investors are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating Company\u2019s Non-GAAP Financial Measures, investors should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in the Company\u2019s presentation of Company\u2019s Non-GAAP Financial Measures. The Company\u2019s presentation of Company\u2019s Non-GAAP Financial Measures should not be construed as an inference that the Company\u2019s future results will be unaffected by unusual or nonrecurring items. There can be no assurance that the Company will not modify the presentation of the Company\u2019s Non-GAAP Financial Measures in future periods, and any such modification may be material. In addition, the Company\u2019s Non-GAAP Financial Measures may not be comparable to similarly titled measures used by other companies in the Company\u2019s industry or across different industries.<\/p>\n
\nManagement believes that the Company\u2019s Non-GAAP Financial Measures are helpful in highlighting trends in the Company\u2019s core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management also uses Adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of the Company\u2019s business strategies; to make budgeting decisions; and because the Company\u2019s credit facilities use measures similar to Adjusted EBITDA to measure the Company\u2019s compliance with certain covenants.<\/p>\n
\nThe Company\u2019s Non-GAAP Financial Measures have limitations as analytical tools, and investors should not consider these measures in isolation or as substitutes for analysis of the Company\u2019s results as reported under U.S. GAAP. Some of these limitations include, for example, Adjusted EBITDA does not reflect: the Company\u2019s cash expenditure or future requirements for capital expenditures or contractual commitments; the Company\u2019s cash requirements for the Company\u2019s working capital needs; the interest expense and the cash requirements necessary to service interest or principal payments on the Company\u2019s debt; cash requirements for replacement of assets that are being depreciated and amortized; and the impact of certain cash charges or cash receipts resulting from matters management does not find indicative of the Company\u2019s ongoing operations. In addition, other companies in the Company\u2019s industry may calculate similarly titled non-GAAP financial measures differently than the Company.<\/p>\n
\nThe Company is not providing a reconciliation of the fiscal 2023 outlook for Adjusted EBITDA, Adjusted net income and Diluted adjusted net income per share because we are unable to predict with reasonable certainty the reconciling items that may affect the most directly comparable GAAP financial measures without unreasonable efforts. The amounts that are necessary for such reconciliations, including acquisition expenses, other expenses and the other adjustments reflected are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the GAAP measures.<\/p>\n
Forward-Looking Statements<\/b><\/p>\n
\nThis press release includes \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d) and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding Mister Car Wash\u2019s expansion efforts and expected growth and financial and operational results for fiscal 2023. Words including \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cseek,\u201d or \u201cshould,\u201d or the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, though not all forward-looking statements use these words or expressions.<\/p>\n
\nThese forward-looking statements are based on management\u2019s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company\u2019s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our inability to attract new customers, retain existing customers and maintain or grow the number of Unlimited Wash Club\u00ae (\u201cUWC\u201d) members, which could adversely affect our business, financial condition and results of operations and rate of growth; our failure to acquire, or open and operate new locations in a timely and cost-effective manner, and enter into new markets or leverage new technologies, may materially and adversely affect our competitive advantage or financial performance; our inability to successfully implement our growth strategies on a timely basis or at all; we are subject to a number of risks and regulations related to credit card and debit card payments we accept; an overall decline in the health of the economy and other factors impacting consumer spending, such as natural disasters and fluctuations in inflation, may affect consumer purchases, reduce demand for our services and materially and adversely affect our business, results of operations and financial condition; growing inflation, supply chain disruption and other increased operating costs could materially and adversely affect our results of operations; our locations may experience difficulty hiring and retaining qualified personnel, resulting in higher labor costs; we lease or sublease the land and buildings where a number of our locations are situated, which could expose us to possible liabilities and losses; our indebtedness could adversely affect our financial health and competitive position; our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, may result in litigation, investigation or claims by third parties or employees that could adversely affect our business; our locations are subject to certain environmental laws and regulations; we are subject to data security and privacy risks that could negatively impact our results of operations or reputation; we may be unable to adequately protect, and we may incur significant costs in enforcing or defending, our intellectual property and other proprietary rights; stockholders\u2019 ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock and continue to have substantial control over us; our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares of our common stock; and the other important factors discussed under the caption \u201cRisk Factors\u201d in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as such factors may be updated from time to time in its other filings with the SEC accessible on the SEC\u2019s website at www.sec.gov<\/a> and Investors Relations section of the Company\u2019s website at www.mistercarwash.com<\/a>.<\/p>\n\nThese and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any forward-looking statement that the Company makes in this press release speaks only as of the date of such statement. Except as required by law, the Company does not have any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.<\/p>\n