Bragar Eagel & Squire, P.C. Litigation Partner Brandon Walker Encourages Investors Who Suffered Losses In Maravai (MRVI) To Contact Him Directly To Discuss Their Options If you purchased or acquired common stock in Maravai LifeSciences between August 7, 2024 and February 24, 2025 and would like to discuss your legal rights, call Bragar Eagel & Squire partner Brandon Walker or Marion Passmore directly at (212) 355-4648 NEW YORK, Oct. 02, 2025 (GLOBE NEWSWIRE) -- What’s Happening: Bragar Eagel & Squire, P.C. ...

Company Performance - Maravai LifeSciences Holdings, Inc. reported a quarterly loss of $0.08 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.06, marking an earnings surprise of -33.33% [1] - The company posted revenues of $47.4 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 2.23%, and a significant decline from year-ago revenues of $73.4 million [2] - Over the last four quarters, Maravai has not surpassed consensus EPS estimates and has topped consensus revenue estimates only once [2] Stock Performance - Maravai LifeSciences shares have declined approximately 59.6% since the beginning of the year, contrasting with the S&P 500's gain of 8.6% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.05 on revenues of $50.74 million, and for the current fiscal year, it is -$0.24 on revenues of $196.21 million [7] Industry Outlook - The Medical - Products industry, to which Maravai belongs, is currently ranked in the bottom 38% of over 250 Zacks industries, indicating potential challenges ahead [8] - The performance of Maravai's stock may be influenced by the overall outlook for the industry, as research shows that the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]

Financial Data and Key Metrics Changes - Revenue for Q2 2025 was $47.4 million, down from $69.4 million in Q2 2024. Excluding high volume Clean Cap, base revenue increased by 5% year-over-year [19][20] - GAAP net loss before non-controlling interests was $69.8 million for Q2 2025, compared to a loss of $18.4 million in Q2 2024 [20] - Adjusted EBITDA was negative $10.4 million for Q2 2025, down from a positive $13 million in Q2 2024 [21] - Basic and diluted EPS for Q2 2025 was a loss of $0.27 per share, compared to a loss of $0.07 per share in Q2 2024 [21] Business Line Data and Key Metrics Changes - Nucleic Acid Production (NAP) segment revenue was $31.1 million in Q2 2025, with base NAP business excluding high volume Clean Cap up 3% year-over-year [23] - Biologics Safety Testing (BST) segment revenue was $16.3 million in Q2 2025, reflecting a 10% year-over-year increase [24] - Adjusted EBITDA for BST was $10.9 million, resulting in an adjusted EBITDA margin of 67% [24] Market Data and Key Metrics Changes - Revenue by customer type in Q2 2025: 28% biopharma, 30% life sciences and diagnostics, 8% academia, 7% CRO, CMO, CDMO, and 27% to distributors [19] - Revenue by geography: 65% North America, 18% EMEA, 12% Asia Pacific (excluding China), and 5% in China [19] Company Strategy and Development Direction - The company is committed to improving operational excellence and execution through a restructuring plan aimed at reducing annualized expenses by over $15 million [6][7] - Focus on revenue diversification and growth across business segments, particularly in BST and NAP, with investments in new analytical products [10][11] - The company aims to return to sustainable positive adjusted EBITDA and free cash flow by 2026 [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the need for a stronger culture of accountability and operational discipline to drive results [5] - The CEO expressed optimism about the company's future, emphasizing the potential for growth and profitability despite current challenges [15] - The leadership team is focused on stabilizing the organization and exploring further growth opportunities post-restructuring [111] Other Important Information - The company has initiated a comprehensive business review and has withdrawn prior guidance for 2025, planning to reinstate guidance after completing the review [27] - Anticipated restructuring charges of approximately $8 million to $9 million in 2025, primarily for employee severance and related expenses [26] Q&A Session Summary Question: Guidance philosophy and visibility for 2026 targets - Management is focused on controlling costs and gaining confidence in the numbers shared, with no specific red flags indicating incorrect guidance [36][40] Question: Durability of BST improvement and pull forward dynamics - BST showed strong growth, with no significant pull forward dynamics from China or Asia impacting Q2 results [41][43] Question: Growth potential in China - Management expects China to become a growth driver as relations between the U.S. and China improve [47] Question: Impact of tariffs on CDMO business - Currently, there has been little movement regarding tariffs, but potential opportunities exist if tariffs lead to U.S. production shifts [51] Question: Positive surprises and challenges in the business review - Management was surprised by the extent of expenditures and the loyalty of customers in the preclinical to phase three segments [56][58] Question: E-commerce revenue potential - E-commerce currently represents a small percentage of revenue, but management sees significant potential for growth in this area [75][78] Question: Long-term margin potential - Management aims to restore profitability and free cash flow before addressing long-term margin targets [92][94]

[Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to significant risks and uncertainties - Statements in this report are forward-looking, not strictly historical, and are identified by words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "can have," and "likely"[11](index=11&type=chunk) - Key risks and uncertainties that could cause actual results to differ materially include customer spending and demand, the realization of operational or financial benefits from organizational changes, significant fluctuations in operating results, uncertainty regarding CleanCap® revenue, geopolitical instability, competition, product performance, intellectual property protection, and financial structure (indebtedness and Tax Receivable Agreement)[11](index=11&type=chunk)[14](index=14&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statement unless required by law[13](index=13&type=chunk) [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements and accompanying detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024%20(unaudited)) The balance sheet shows a decrease in total assets and stockholders' equity, driven by lower cash and goodwill impairment Condensed Consolidated Balance Sheets | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | **Assets** | | | | | Cash and cash equivalents | $269,907 | $322,399 | $(52,492) | | Accounts receivable, net | $27,882 | $38,520 | $(10,638) | | Inventory | $46,667 | $50,082 | $(3,415) | | Goodwill | $129,429 | $159,878 | $(30,449) | | Total assets | $896,966 | $1,008,244 | $(111,278) | | **Liabilities** | | | | | Total current liabilities | $69,682 | $56,971 | $12,711 | | Total liabilities | $428,983 | $431,035 | $(2,052) | | **Stockholders' Equity** | | | | | Total stockholders' equity | $467,983 | $577,209 | $(109,226) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) The company reported a substantially increased net loss due to lower revenue and goodwill impairment Condensed Consolidated Statements of Operations | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $47,397 | $69,423 | $94,247 | $133,602 | | Cost of revenue | $39,629 | $38,582 | $78,754 | $76,917 | | Goodwill impairment | $30,449 | $— | $42,884 | $— | | Loss from operations | $(66,278) | $(13,440) | $(115,440) | $(32,301) | | Net loss | $(69,837) | $(18,420) | $(122,690) | $(41,100) | | Net loss attributable to Maravai LifeSciences Holdings, Inc. | $(39,591) | $(9,789) | $(69,536) | $(21,867) | | Net loss per Class A common share, basic and diluted | $(0.27) | $(0.07) | $(0.48) | $(0.16) | [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(unaudited)) Comprehensive loss increased significantly year-over-year, driven primarily by higher net loss Condensed Consolidated Statements of Comprehensive Loss | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(69,837) | $(18,420) | $(122,690) | $(41,100) | | Foreign currency translation adjustments | $442 | $— | $1,016 | $— | | Total other comprehensive loss | $(69,395) | $(18,420) | $(121,674) | $(41,100) | | Total comprehensive loss attributable to Maravai LifeSciences Holdings, Inc. | $(39,341) | $(9,789) | $(68,962) | $(21,867) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(unaudited)) Total stockholders' equity decreased significantly due to the net loss incurred during the period Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric (in thousands) | December 31, 2024 | June 30, 2025 | Change | | :-------------------- | :---------------- | :------------ | :----- | | Total Stockholders' Equity | $577,209 | $467,983 | $(109,226) | | Net loss (6 months) | N/A | $(122,690) | N/A | | Stock-based compensation (6 months) | N/A | $17,192 | N/A | | Foreign currency translation adjustment (6 months) | N/A | $1,016 | N/A | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(unaudited)) The company experienced a net decrease in cash, driven by cash used in operating and investing activities Condensed Consolidated Statements of Cash Flows | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(19,655) | $8,967 | | Net cash used in investing activities | $(26,365) | $(10,426) | | Net cash used in financing activities | $(6,434) | $(332) | | Net decrease in cash and cash equivalents | $(52,492) | $(1,791) | | Cash and cash equivalents, end of period | $269,907 | $573,171 | - Net cash used in operating activities for the six months ended June 30, 2025, was **$19.7 million**, primarily due to a net loss of **$122.7 million**, partially offset by non-cash adjustments like depreciation, amortization, stock-based compensation, and goodwill impairment[28](index=28&type=chunk)[286](index=286&type=chunk) - Net cash used in investing activities for the six months ended June 30, 2025, was **$26.4 million**, mainly due to cash paid for the acquisitions of Molecular Assemblies (**$8.9 million**) and Officinae Bio (**$10.1 million**), and property and equipment purchases (**$8.1 million**)[28](index=28&type=chunk)[287](index=287&type=chunk) - Net cash used in financing activities for the six months ended June 30, 2025, was **$6.4 million**, primarily from tax payments for shares withheld under employee equity plans (**$4.7 million**) and principal repayments of long-term debt (**$2.7 million**)[28](index=28&type=chunk)[288](index=288&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) These notes provide crucial context to the financial statements, detailing accounting policies and key financial components [1. Organization and Significant Accounting Policies](index=13&type=section&id=1.%20Organization%20and%20Significant%20Accounting%20Policies) Maravai operates in two segments, Nucleic Acid Production and Biologics Safety Testing, and consolidates Topco LLC's results - Maravai operates in two principal businesses: **Nucleic Acid Production** (mRNA, oligonucleotides, CleanCap®) and **Biologics Safety Testing** (host cell protein, bioprocess impurity detection, viral clearance kits, custom antibody/assay development)[32](index=32&type=chunk) - The company consolidates Topco LLC's financial results, with non-controlling interests representing MLSH 1's portion (approximately **43.4%** as of June 30, 2025)[33](index=33&type=chunk)[57](index=57&type=chunk) - Revenue is recognized when control of promised goods or services is transferred to a customer, with the majority recognized at a single point in time[42](index=42&type=chunk)[55](index=55&type=chunk) Segment Revenue | Segment Revenue (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (%) | | :----------------------------- | :--------------------------- | :--------------------------- | :------------- | :--------------------------- | :--------------------------- | :------------- | | Nucleic Acid Production | $31,085 | $54,586 | (43.1)% | $59,835 | $100,602 | (40.5)% | | Biologics Safety Testing | $16,312 | $14,837 | 9.9% | $34,412 | $33,000 | 4.3% | - Recently issued ASUs (2023-09 for Income Tax Disclosures and 2024-03 for Expense Disaggregation Disclosures) are being evaluated for their impact on consolidated financial statements and disclosures, with effective dates for annual periods beginning after December 15, 2024, and December 15, 2026, respectively[75](index=75&type=chunk)[76](index=76&type=chunk) [2. Acquisitions](index=20&type=section&id=2.%20Acquisitions) The company completed two acquisitions in Q1 2025 to expand its Nucleic Acid Production capabilities - **Molecular Assemblies Acquisition (January 23, 2025):** - Total purchase consideration: **$11.2 million** (**$9.2 million** cash, **$2.0 million** consideration payable) - Acquired assets: Inventory (**$156k**), prepaid expenses (**$138k**), property & equipment (**$4.57 million**), intangible assets (**$3.2 million**) - Goodwill: **$3.4 million**, allocated to Nucleic Acid Production segment, primarily for vertical supply integration synergies - Intangible assets: Developed technology (**$3.2 million**, 13-year useful life)[78](index=78&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - **Officinae Bio Acquisition (February 21, 2025):** - Total purchase consideration: **$15.1 million** (**$9.9 million** cash, **$4.8 million** contingent consideration, **$0.3 million** consideration payable) - Acquired assets: Cash (**$214k**), intangible assets (**$8.18 million**) - Goodwill: **$8.8 million**, allocated to Nucleic Acid Production segment, for technology platform integration and assembled workforce synergies - Intangible assets: Developed technology (**$8.1 million**, 8-year useful life), Customer relationships (**$80k**, 6-year useful life)[86](index=86&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [3. Goodwill and Intangible Assets](index=24&type=section&id=3.%20Goodwill%20and%20Intangible%20Assets) The company recorded significant goodwill impairment charges due to lower projected revenues in the Nucleic Acid Production segment - **Goodwill Impairment:** - Total goodwill impairment for six months ended June 30, 2025: **$42.9 million** - Q1 2025: **$12.4 million** impairment for TriLink reporting unit (Nucleic Acid Production) due to lower demand in research/discovery products and slower mRNA clinical trial transitions - Q2 2025: **$30.4 million** impairment for Alphazyme reporting unit (Nucleic Acid Production) due to lower anticipated demand in enzyme products - Goodwill balance as of June 30, 2025: **$129.4 million** (down from **$159.9 million** at Dec 31, 2024)[94](index=94&type=chunk)[97](index=97&type=chunk)[100](index=100&type=chunk) - **Intangible Assets:** - **No impairment** for finite-lived intangible assets was recorded after recoverability evaluations - Total net intangible assets as of June 30, 2025: **$193.1 million** (down from **$195.0 million** at Dec 31, 2024) - Amortization expense for intangible assets: **$13.0 million** (6 months ended June 30, 2025) within cost of revenue, and **$1.2 million** within SG&A - Estimated future amortization expense for remaining six months of 2025: **$14.4 million**[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) [4. Fair Value Measurements](index=27&type=section&id=4.%20Fair%20Value%20Measurements) The company measures cash equivalents at Level 1 and contingent consideration at Level 3 fair value - Cash and cash equivalents (money market funds) are classified as **Level 1** fair value measurements[108](index=108&type=chunk) - Contingent consideration is classified as a **Level 3** financial liability[108](index=108&type=chunk) - **Alphazyme Contingent Consideration:** Had **no fair value** as of June 30, 2025, as revenue targets for 2023 and 2024 were not met, and no payment is expected for 2025[109](index=109&type=chunk)[110](index=110&type=chunk) - **Officinae Contingent Consideration:** Fair value of **$4.8 million** recognized at acquisition date, increasing to **$4.94 million** by June 30, 2025, due to present value changes[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [5. Balance Sheet Components](index=28&type=section&id=5.%20Balance%20Sheet%20Components) This note details the composition of inventory, accrued expenses, and other long-term liabilities Inventory | Inventory (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :--------------------- | :------------ | :---------------- | :----- | | Raw materials | $16,431 | $16,974 | $(543) | | Work-in-process | $10,519 | $10,050 | $469 | | Finished goods | $19,717 | $23,058 | $(3,341) | | Total inventory | $46,667 | $50,082 | $(3,415) | Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :---------------------------------------------------------- | :------------ | :---------------- | :----- | | Employee related | $16,439 | $17,163 | $(724) | | Operating lease liabilities, current portion | $7,926 | $7,481 | $445 | | Accrued Alphazyme Retention Payments, current | $7,640 | $— | $7,640 | | Contingent consideration, current | $4,940 | $— | $4,940 | | Consideration payable (Molecular Assemblies) | $2,000 | $— | $2,000 | | Total accrued expenses and other current liabilities | $50,202 | $36,407 | $13,795 | Other Long-Term Liabilities | Other Long-Term Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :--------------------------------------- | :------------ | :---------------- | :----- | | Operating lease liabilities, non-current | $37,750 | $41,381 | $(3,631) | | Accrued Alphazyme Retention Payments, non-current | $— | $6,580 | $(6,580) | | Acquisition related tax liability | $— | $4,082 | $(4,082) | | Total other long-term liabilities | $38,186 | $52,455 | $(14,269) | [6. Government Assistance](index=29&type=section&id=6.%20Government%20Assistance) The company completed its Cooperative Agreement with HHS, receiving the full $38.8 million award - TriLink has a Cooperative Agreement with the U.S. Department of Health and Human Services (HHS) to advance domestic manufacturing capabilities and expand production capacity for mRNA vaccines and therapeutics[118](index=118&type=chunk) - The award amount was **$38.8 million**, representing 50% of the construction and validation costs for the Flanders San Diego Facility[120](index=120&type=chunk) - The company received **$0.7 million** in reimbursements during the six months ended June 30, 2025, and had utilized and received the full award amount by the end of the first quarter of 2025[121](index=121&type=chunk) [7. Commitments and Contingencies](index=30&type=section&id=7.%20Commitments%20and%20Contingencies) The company has purchase obligations and is involved in legal proceedings which it intends to vigorously defend - Unconditional purchase obligations as of June 30, 2025, totaled **$0.9 million**, relating to the remaining six months of 2025 and the year ending December 31, 2026[123](index=123&type=chunk) - The company is involved in a **Securities Class Action lawsuit** (Nelson v. Maravai Lifesciences Holdings, Inc., et al.) filed March 3, 2025, alleging federal securities law violations[125](index=125&type=chunk) - Two purported **stockholder derivative lawsuits** (Mercer v. Martin, et al. and Husurianto v. Martin, et al.) were filed in June and July 2025, alleging breaches of fiduciary duties and Exchange Act violations[126](index=126&type=chunk) - The company intends to vigorously defend these legal actions and **cannot reasonably estimate any potential loss** or range of loss that may arise from them[127](index=127&type=chunk) [8. Long-Term Debt](index=31&type=section&id=8.%20Long-Term%20Debt) The company's long-term debt consists of a Term Loan with $297.0 million outstanding as of June 30, 2025 - The Credit Agreement provides for a **$600.0 million Term Loan** facility (maturing October 2027) and a **$167.0 million revolving credit facility** (maturing October 2029)[129](index=129&type=chunk) - As of June 30, 2025, the Term Loan had an outstanding balance of **$297.0 million** and an effective interest rate of **7.27%** per annum[130](index=130&type=chunk)[137](index=137&type=chunk) - There were **no outstanding borrowings** under the Revolving Credit Facility as of June 30, 2025, and the company was in compliance with all debt covenants[134](index=134&type=chunk)[137](index=137&type=chunk) Future Principal Maturities | Future Principal Maturities (in thousands) | Amount | | :--------------------------------------- | :----- | | 2025 (remaining six months) | $2,720 | | 2026 | $5,440 | | 2027 | $288,800 | | Total long-term debt | $296,960 | [9. Net Loss Per Class A Common Share Attributable to Maravai LifeSciences Holdings, Inc.](index=32&type=section&id=9.%20Net%20Loss%20Per%20Class%20A%20Common%20Share%20Attributable%20to%20Maravai%20LifeSciences%20Holdings%2C%20Inc.) The company reported an increased net loss per Class A common share compared to the prior year Net Loss Per Class A Common Share | Metric (in thousands, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss attributable to Maravai LifeSciences Holdings, Inc. | $(39,591) | $(9,789) | $(69,536) | $(21,867) | | Weighted average Class A common shares outstanding | 144,236 | 135,842 | 143,833 | 134,088 | | Net loss per Class A common share, basic and diluted | $(0.27) | $(0.07) | $(0.48) | $(0.16) | - Potentially dilutive securities (restricted stock units, stock options, Class B common stock) were excluded from the computation of diluted net loss per share because their effect would have been **anti-dilutive** due to the reported net loss[141](index=141&type=chunk) [10. Income Taxes](index=33&type=section&id=10.%20Income%20Taxes) The company reported an income tax benefit with an effective tax rate lower than the statutory rate Income Tax Benefit and Effective Tax Rate | Metric (in thousands, except percentages) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Loss before income taxes | $(74,125) | $(20,855) | $(126,816) | $(43,264) | | Income tax benefit | $(4,288) | $(2,435) | $(4,126) | $(2,164) | | Effective tax rate | 5.8% | 11.7% | 3.3% | 5.0% | - The effective tax rates for the three and six months ended June 30, 2025, were **5.8%** and **3.3%** respectively, differing from the U.S. federal statutory rate of 21.0% primarily due to loss associated with non-controlling interest, the valuation allowance recorded against deferred tax assets, and the release of a previous uncertain tax position[143](index=143&type=chunk) - **No tax distributions** were made to Topco LLC's unit holders during the three and six months ended June 30, 2025[149](index=149&type=chunk) - The recently enacted One Big Beautiful Bill Act (OBBBA) on July 4, 2025, includes significant tax provisions that the company is currently assessing for impact on its consolidated financial statements[150](index=150&type=chunk) [11. Related Party Transactions](index=34&type=section&id=11.%20Related%20Party%20Transactions) The company has a Tax Receivable Agreement with related parties, but no payments were made in 2025 or 2024 - The company is a party to a **Tax Receivable Agreement (TRA)** with MLSH 1 and MLSH 2, which provides for payments of 85% of certain tax benefits realized by the company[152](index=152&type=chunk) - As of June 30, 2025, there was **no current liability outstanding** under the TRA[153](index=153&type=chunk) - The non-current liability under the TRA (**$683.8 million** as of December 31, 2024) was derecognized because it was **not probable** that the company would realize the remaining tax benefits based on estimates of future taxable income[154](index=154&type=chunk) - **No payments were made** to MLSH 1 or MLSH 2 pursuant to the TRA during the three and six months ended June 30, 2025, or 2024[155](index=155&type=chunk) [12. Segments](index=35&type=section&id=12.%20Segments) The company operates in two segments, with Adjusted EBITDA as the key performance measure - The company operates in two reportable segments: **Nucleic Acid Production** (manufacturing and sale of highly modified nucleic acids) and **Biologics Safety Testing** (manufacturing and sale of host cell protein, bioprocess impurity detection, viral clearance kits, and associated services)[158](index=158&type=chunk) - **Adjusted EBITDA** is the profit or loss measure used by the Chief Operating Decision Maker (CODM) to allocate resources and evaluate segment performance, excluding certain non-cash and other adjustments not considered representative of ongoing operations[157](index=157&type=chunk) Adjusted EBITDA by Segment | Segment (in thousands) | 3 Months Ended June 30, 2025 (Adj. EBITDA) | 3 Months Ended June 30, 2024 (Adj. EBITDA) | 6 Months Ended June 30, 2025 (Adj. EBITDA) | 6 Months Ended June 30, 2024 (Adj. EBITDA) | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Nucleic Acid Production | $(7,270) | $17,453 | $(16,170) | $27,541 | | Biologics Safety Testing | $10,860 | $9,365 | $23,531 | $23,291 | | Total Adjusted EBITDA | $3,590 | $26,818 | $7,361 | $50,832 | [13. Subsequent Event](index=39&type=section&id=13.%20Subsequent%20Event) The company announced a Corporate Realignment Plan to reduce operating costs by over $50.0 million annually - On August 11, 2025, the company announced a Corporate Realignment Plan, including a workforce reduction expected to impact approximately **25%** of its workforce[168](index=168&type=chunk) - The Corporate Realignment Plan is designed to significantly reduce operating costs by **more than $50.0 million annually**[187](index=187&type=chunk) - The company estimates it will incur restructuring costs of approximately **$8.0 million to $9.0 million**, primarily for employee severance and benefits, with the majority expected in the second half of 2025[168](index=168&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an in-depth analysis of the company's financial condition and results of operations [Overview](index=41&type=section&id=Overview) Maravai reported significant revenue declines due to the absence of high-volume CleanCap® orders - Maravai provides critical products for drug therapies, diagnostics, novel vaccines, and human disease research, serving top global biopharmaceutical companies, emerging firms, and academic institutions[172](index=172&type=chunk) Revenue by Segment | Metric (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenue | $47.4 | $69.4 | $94.2 | $133.6 | | Nucleic Acid Production Revenue | $31.1 | $54.6 | $59.8 | $100.6 | | Biologics Safety Testing Revenue | $16.3 | $14.8 | $34.4 | $33.0 | - The decrease in Nucleic Acid Production revenue was primarily due to the absence of high-volume CleanCap® sales for commercialized vaccine programs, which accounted for **$24.4 million** in Q2 2024 and **$33.4 million** in H1 2024[177](index=177&type=chunk)[178](index=178&type=chunk) - Recent developments include the acquisitions of Molecular Assemblies (**$11.2 million**) and Officinae Bio (**$15.1 million**) in Q1 2025, executive leadership transition (new CEO and CFO in June 2025), and a Corporate Realignment Plan announced in August 2025 to reduce operating costs by **over $50 million annually** through workforce reductions (**25%** of employees)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) [Trends and Uncertainties](index=43&type=section&id=Trends%20and%20Uncertainties) The company faces significant headwinds from the absence of high-volume CleanCap® sales and geopolitical tensions - The company generated **no revenue** from high-volume CleanCap® orders for commercial phase vaccine programs during the three and six months ended June 30, 2025, and does not expect to generate such revenue for the remainder of 2025[192](index=192&type=chunk) - Revenue from high-volume CleanCap® sales represented approximately **35.2%** of total revenues for Q2 2024 and **25.0%** for H1 2024[192](index=192&type=chunk) - The absence of CleanCap® sales is expected to **significantly decrease** the company's revenue, profitability, and cash flows in 2025 compared to prior year periods[192](index=192&type=chunk) - Ongoing headwinds include general economic contraction in Asia (especially China) and geopolitical tensions, which may negatively impact future demand and revenues[193](index=193&type=chunk) - It is reasonably possible that estimates of undiscounted cash flows may change in the near term, potentially leading to a **write-down** of affected long-lived assets[194](index=194&type=chunk) [How We Assess Our Business](index=44&type=section&id=How%20We%20Assess%20Our%20Business) The company assesses its business performance using revenue and Adjusted EBITDA, a non-GAAP measure - The key measures used to assess business performance are **revenue** and **Adjusted EBITDA**[195](index=195&type=chunk) - Adjusted EBITDA is a non-GAAP financial measure defined as net loss adjusted for interest, provision for income taxes, depreciation, amortization, stock-based compensation expenses, and other non-cash/non-recurring items[196](index=196&type=chunk) - Adjusted EBITDA is used by management to evaluate financial performance and strategies, and by analysts/investors for industry comparisons[197](index=197&type=chunk) - Limitations of Adjusted EBITDA include not reflecting capital expenditures, working capital needs, income taxes, asset replacement costs, and the non-cash component of employee compensation expense[198](index=198&type=chunk) [Components of Results of Operations](index=44&type=section&id=Components%20of%20Results%20of%20Operations) This section details the components of the company's financial results, including revenue, costs, and operating expenses - Revenue is primarily generated from product sales and, to a lesser extent, service revenue, across the Nucleic Acid Production and Biologics Safety Testing segments[200](index=200&type=chunk) - Cost of revenue includes manufacturing costs, personnel, stock-based compensation, inventory write-downs, materials, labor, overhead, packaging, delivery, and allocated costs[204](index=204&type=chunk) - Selling, general and administrative expenses are expected to **decrease** in future periods due to the implementation of the Corporate Realignment Plan[206](index=206&type=chunk) - Research and development costs are also expected to **decrease** in future periods as a result of the Corporate Realignment Plan[208](index=208&type=chunk) - Goodwill impairment of **$30.4 million** and **$42.9 million** was recorded for the three and six months ended June 30, 2025, respectively[210](index=210&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Financial results show significant declines in revenue and net income, driven by lower CleanCap® sales and goodwill impairment Comparison of Results | Metric (in thousands, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (%) | | :------------------------------------ | :--------------------------- | :--------------------------- | :------------- | :--------------------------- | :--------------------------- | :------------- | | Revenue | $47,397 | $69,423 | (31.7)% | $94,247 | $133,602 | (29.5)% | | Cost of revenue | $39,629 | $38,582 | 2.7% | $78,754 | $76,917 | 2.4% | | Selling, general and administrative | $38,575 | $40,556 | (4.9)% | $78,139 | $81,441 | (4.1)% | | Research and development | $4,882 | $4,924 | (0.9)% | $9,770 | $9,956 | (1.9)% | | Goodwill impairment | $30,449 | $— | * | $42,884 | $— | * | | Loss from operations | $(66,278) | $(13,440) | 393.1% | $(115,440) | $(32,301) | 257.4% | | Net loss | $(69,837) | $(18,420) | 279.1% | $(122,690) | $(41,100) | 198.5% | | Net loss per Class A common share | $(0.27) | $(0.07) | | $(0.48) | $(0.16) | | | Adjusted EBITDA (Non-GAAP) | $(10,410) | $12,989 | | $(20,959) | $20,784 | | - Nucleic Acid Production revenue **decreased by 43.1%** for Q2 2025 and **40.5%** for H1 2025 year-over-year, primarily due to the absence of high-volume CleanCap® orders for commercial phase vaccine programs[224](index=224&type=chunk)[227](index=227&type=chunk) - Biologics Safety Testing revenue **increased by 9.9%** for Q2 2025 and **4.3%** for H1 2025 year-over-year, driven by strength in Host Cell Protein (HCP) kits and associated HCP qualification services, and increased demand for MockV viral clearance kits[225](index=225&type=chunk)[228](index=228&type=chunk) - Gross profit margin **decreased significantly to 16.4%** for both Q2 and H1 2025, from 44.4% and 42.4% in the respective prior-year periods, mainly due to increased excess and obsolete inventory reserve and higher fixed facility costs as a percentage of sales[231](index=231&type=chunk)[233](index=233&type=chunk) - Selling, general and administrative expenses **decreased by 4.9%** for Q2 2025 and **4.1%** for H1 2025 year-over-year, primarily due to a decrease in stock-based compensation expense (related to forfeitures from the Executive Leadership Transition) and facilities expense, partially offset by increased professional service fees and severance payments[235](index=235&type=chunk)[236](index=236&type=chunk) [Relationship with GTCR, LLC](index=58&type=section&id=Relationship%20with%20GTCR%2C%20LLC) Entities affiliated with GTCR, LLC control a majority of the company's voting power - Investment entities affiliated with GTCR, LLC collectively controlled approximately **51%** of the voting power of the company's common stock as of June 30, 2025[260](index=260&type=chunk) - The company is a party to a **Tax Receivable Agreement (TRA)** with MLSH 1 (primarily owned by GTCR) and MLSH 2, which provides for payments of 85% of certain tax benefits[262](index=262&type=chunk) - **No current liability** was outstanding under the TRA as of June 30, 2025, and **no payments were made** under the TRA during the three and six months ended June 30, 2025, or 2024[263](index=263&type=chunk)[265](index=265&type=chunk) - The non-current TRA liability was derecognized as it was determined **not probable** that the company would generate sufficient future taxable income to utilize the related tax benefits[264](index=264&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by cash from operations and long-term debt, despite increased cash usage [Overview](index=58&type=section&id=Overview) The company expects existing cash and operational cash flow to be sufficient for the next 12 months - The company's operations have been financed primarily from cash flow from operations, borrowings under long-term debt agreements, and sales of Class A common stock[268](index=268&type=chunk) - As of June 30, 2025, the company had cash and cash equivalents of **$269.9 million**[266](index=266&type=chunk) - The company believes its cash on hand, cash generated from operations, and continued access to credit facilities will be **sufficient to satisfy cash requirements** over the next 12 months and beyond[269](index=269&type=chunk) - **No probable future payments** are expected under the Tax Receivable Agreement (TRA) relating to the purchase of LLC Units, as a valuation allowance has been recorded against deferred tax assets, indicating insufficient future taxable income to utilize related tax benefits[270](index=270&type=chunk)[271](index=271&type=chunk) [Credit Agreement](index=59&type=section&id=Credit%20Agreement) The company was in compliance with all covenants under its Credit Agreement as of June 30, 2025 - The Credit Agreement provides for a **$600.0 million Term Loan** facility (maturing October 2027) and a **$167.0 million Revolving Credit Facility** (maturing October 2029)[274](index=274&type=chunk) - As of June 30, 2025, **$297.0 million** was outstanding under the Term Loan, bearing an effective interest rate of **7.27%** per annum[275](index=275&type=chunk) - There were **no outstanding borrowings** under the Revolving Credit Facility as of June 30, 2025[275](index=275&type=chunk) - The company was **in compliance with all covenants** under the Credit Agreement as of June 30, 2025[280](index=280&type=chunk) [Tax Receivable Agreement](index=60&type=section&id=Tax%20Receivable%20Agreement) The TRA liability remains derecognized due to the unlikelihood of realizing sufficient future taxable income - The Tax Receivable Agreement (TRA) provides for the payment by the company to MLSH 1 and MLSH 2 of **85%** of certain tax benefits realized[281](index=281&type=chunk) - As of June 30, 2025, there was **no current liability outstanding** under the TRA[282](index=282&type=chunk) - The non-current portion of the TRA liability remains derecognized as it was determined **not probable** that the company will generate sufficient future taxable income to utilize the related tax benefits[284](index=284&type=chunk) - Payments under the TRA, if required, are generally due within 125 days after the extended due date of the U.S. federal income tax return, with interest accruing from the due date[282](index=282&type=chunk) [Cash Flows](index=61&type=section&id=Cash%20Flows) The company experienced a net decrease in cash of $52.5 million for the first half of 2025 Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(19,655) | $8,967 | | Net cash used in investing activities | $(26,365) | $(10,426) | | Net cash used in financing activities | $(6,434) | $(332) | | Net decrease in cash and cash equivalents | $(52,492) | $(1,791) | - Net cash used in operating activities for H1 2025 was **$19.7 million**, primarily due to a net loss of **$122.7 million**, partially offset by non-cash adjustments (depreciation, amortization, stock-based compensation, goodwill impairment)[286](index=286&type=chunk) - Net cash used in investing activities for H1 2025 was **$26.4 million**, mainly for the acquisitions of Molecular Assemblies (**$8.9 million**) and Officinae Bio (**$10.1 million**), and property and equipment purchases (**$8.1 million**)[287](index=287&type=chunk) - Net cash used in financing activities for H1 2025 was **$6.4 million**, primarily from tax payments for shares withheld under employee equity plans (**$4.7 million**) and principal repayments of long-term debt (**$2.7 million**)[288](index=288&type=chunk) [Capital Expenditures](index=61&type=section&id=Capital%20Expenditures) Capital expenditures totaled $7.4 million for the first half of 2025, with future plans under review - Capital expenditures for the six months ended June 30, 2025, totaled **$7.4 million**, net of **$0.7 million** in government funding under the Cooperative Agreement[289](index=289&type=chunk) - The company is currently evaluating its plans for capital expenditures for the year ending December 31, 2025, in connection with the Corporate Realignment Plan[289](index=289&type=chunk) [Contractual Obligations and Commitments](index=62&type=section&id=Contractual%20Obligations%20and%20Commitments) Total contractual obligations and commitments amounted to $386.6 million as of June 30, 2025 Contractual Obligations Summary | Obligation (in thousands) | Total | < 1 year | 1-3 years | 4-5 years | 5+ years | | :------------------------ | :--------- | :--------- | :--------- | :--------- | :--------- | | Operating leases | $52,251 | $10,848 | $18,545 | $18,252 | $4,606 | | Finance leases | $29,494 | $3,478 | $7,272 | $7,715 | $11,029 | | Debt obligations | $296,960 | $5,440 | $291,520 | $— | $— | | Unconditional purchase obligations | $940 | $788 | $152 | $— | $— | | Contingent consideration (Officinae) | $4,940 | $4,940 | $— | $— | $— | | Consideration payable (Molecular) | $2,000 | $2,000 | $— | $— | $— | | **Total** | **$386,585** | **$27,494** | **$317,489** | **$25,967** | **$15,635** | - Contingent payments for Alphazyme (up to **$25.0 million**) and retention payments (**$9.3 million**, with **$7.6 million** accrued as of June 30, 2025) are not included in the table as their payment is not currently determinable or probable[294](index=294&type=chunk) [Critical Accounting Policies and Estimates](index=62&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements rely on significant judgments, particularly for goodwill impairment - A quantitative goodwill impairment test was performed on the Alphazyme reporting unit in Q2 2025 due to lower projected revenues, resulting in a **$30.4 million impairment charge**[299](index=299&type=chunk) - Determining the fair value of intangible assets acquired in business combinations requires significant judgment and estimates, including valuation methodologies, assumptions about future net cash flows, discount rates, and market participants[301](index=301&type=chunk)[302](index=302&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from variable-rate debt and foreign currency risk from international sales - The company's primary exposure to interest rate risk is associated with its variable-rate long-term debt, with **$297.0 million** outstanding under the Term Loan as of June 30, 2025[305](index=305&type=chunk) - A hypothetical **100 basis point** increase or decrease in overall interest rates would have changed interest expense by approximately **$0.8 million** for the three months and **$1.5 million** for the six months ended June 30, 2025[306](index=306&type=chunk) - Substantially all of the company's revenue is denominated in U.S. dollars, even for international sales (approximately **35.4%** for Q2 2025 and **36.4%** for H1 2025)[308](index=308&type=chunk) - The company has **not entered into any hedging arrangements** with respect to foreign currency risk to date, but will reassess its approach as international operations grow[308](index=308&type=chunk) [Item 4. Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** at a reasonable assurance level as of June 30, 2025, due to material weaknesses in internal control over financial reporting[309](index=309&type=chunk) - Material weaknesses identified include ineffective controls over the **revenue process** (timing of revenue recognition, segregation of duties, accounting for product revenue, pricing approvals) and ineffective controls over key inputs and assumptions for **goodwill impairment assessment**[311](index=311&type=chunk) - **Remediation plans are in progress**, including remediating existing revenue process controls, designing new pricing authorization controls, reviewing order entry data, monitoring work order activity, and enhancing management review controls for goodwill impairment inputs and assumptions[312](index=312&type=chunk)[317](index=317&type=chunk) [PART II - OTHER INFORMATION](index=63&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=66&type=section&id=Item%201.%20Legal%20Proceedings) Current legal proceedings are not expected to have a material adverse effect on the company's financial condition - The company is involved in various legal proceedings and subject to claims arising in the normal course of business[319](index=319&type=chunk) - As of the date of this report, none of such loss contingencies, either individually or in the aggregate, are expected to have a **material adverse effect** on the company's consolidated financial position, results of operations, or cash flows[319](index=319&type=chunk) [Item 1A. Risk Factors](index=66&type=section&id=Item%201A.%20Risk%20Factors) Material changes to risk factors relate to recent organizational changes, including executive transitions and restructuring - Material changes to risk factors relate to recent organizational changes, including changes to the executive management team and the **Corporate Realignment Plan**[320](index=320&type=chunk)[321](index=321&type=chunk) - Risks associated with the Corporate Realignment Plan (organizational restructuring and workforce reduction impacting approximately **25%** of employees) include not realizing expected operational or financial benefits, higher than anticipated restructuring charges, and unintended consequences such as adverse impacts on revenues, employee attrition, and morale[322](index=322&type=chunk)[323](index=323&type=chunk) - Executive management transitions can lead to loss of institutional knowledge, changes in strategic goals, uncertainty, higher attrition, business disruption, and negative impacts on financial performance[324](index=324&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=66&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period [Item 3. Defaults Upon Senior Securities](index=66&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period [Item 4. Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company [Item 5. Other Information](index=67&type=section&id=Item%205.%20Other%20Information) No insider trading arrangements were adopted or terminated by directors or officers during the quarter - None of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[329](index=329&type=chunk) [Item 6. Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational and employment documents - Exhibits include the Amended and Restated Certificate of Incorporation and Bylaws[330](index=330&type=chunk) - Employment agreements for the new Chief Executive Officer (Bernd Brust) and Chief Financial Officer (Rajesh Asarpota) are filed[330](index=330&type=chunk) - Forms of Restricted Stock Unit Grant Notice, Stock Option Grant Notice, and Performance Stock Unit Grant Notice are included[330](index=330&type=chunk) - Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 and Section 1350 of the Sarbanes-Oxley Act of 2002 are filed[330](index=330&type=chunk) [Signatures](index=69&type=section&id=Signatures) The report was duly signed by the company's Chief Financial Officer on August 11, 2025 - The report was signed by Rajesh Asarpota, Chief Financial Officer of Maravai LifeSciences Holdings, Inc., on August 11, 2025[334](index=334&type=chunk)

Financial Performance - Q2 2025 revenue was $47.4 million[21] - Nucleic Acid Production (NAP) revenue was $31.1 million, representing 66% of total revenue[37] - Biologics Safety Testing (BST) revenue was $16.3 million, accounting for 34% of total revenue[37] - The company reported a GAAP net loss of $69.8 million, which includes a $30.4 million non-cash goodwill impairment charge[27] - Adjusted EBITDA was negative $10.4 million, with an adjusted EBITDA margin of -22%[27] - Basic and Diluted EPS were both negative $0.27, while Adjusted EPS was negative $0.08[29] Balance Sheet and Cash Flow - Cash used in operations during Q2 2025 was $10.3 million[33] - The company's cash position is $270 million, with long-term gross debt of $297 million, resulting in net cash of negative $27 million[33] Strategic Initiatives - A restructuring plan is in place, targeting more than $50 million in annual cost savings[15, 39] - The company aims to return to positive adjusted EBITDA in the second half of 2026[15] - The company is targeting positive free cash flow in the second half of 2026[15]

[Executive Summary & Recent Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Recent%20Highlights) This section provides an overview of Maravai LifeSciences' Q2 2025 performance, strategic initiatives, and recent leadership appointments [Overview of Q2 2025 Performance](index=1&type=section&id=1.1.%20Overview%20of%20Q2%202025%20Performance) Maravai LifeSciences reported a 5% year-over-year growth in base business revenue for Q2 2025, excluding high-volume CleanCap sales. However, total revenue decreased significantly, leading to a net loss and negative Adjusted EBITDA, partly due to a goodwill impairment - Quarterly base business revenue, excluding high-volume CleanCap for commercialized vaccine programs, grew **5% year-over-year**[1](index=1&type=chunk)[3](index=3&type=chunk) Q2 2025 Key Financial Highlights | Metric | Amount (Millions USD) | | :-------------------- | :-------------------- | | Quarterly Revenue | $47.4 | | Net Loss | $(69.8) | | Adjusted EBITDA | $(10.4) | | Goodwill Impairment | $30.4 | [Strategic Initiatives and Leadership Changes](index=1&type=section&id=1.2.%20Strategic%20Initiatives%20and%20Leadership%20Changes) The company announced an organizational restructuring and operating cost reduction initiatives targeting over $50 million in annualized cost savings. This comes alongside new executive leadership appointments and strategic expansions in CDMO enablement and mRNA synthesis - Organizational restructuring and operating cost reduction initiatives are targeting more than **$50 million in annualized cost savings**, comprising labor, facilities, capex, and productivity initiatives[1](index=1&type=chunk)[4](index=4&type=chunk) - Bernd Brust was appointed as the new Chief Executive Officer (CEO) and Raj Asarpota as Chief Financial Officer (CFO) to accelerate innovation, execution, and financial performance[5](index=5&type=chunk) - Expanded CDMO enablement strategy with a new license and supply agreement for CleanCap with Thermo Fisher Scientific[5](index=5&type=chunk) - Launched an mRNA synthesis kit leveraging TriLink BioTechnologies' high-performing products to simplify the in vitro transcription (IVT) workflow[5](index=5&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) This section details Maravai's consolidated revenue performance, net loss, Adjusted EBITDA, and the withdrawal of full-year 2025 guidance [Consolidated Revenue Performance](index=2&type=section&id=2.1.%20Consolidated%20Revenue%20Performance) Maravai's total revenue for Q2 2025 and the six months ended June 30, 2025, saw significant year-over-year decreases, primarily driven by a lack of high-volume CleanCap orders in Nucleic Acid Production, partially offset by growth in Biologics Safety Testing Total Revenue Performance | Period | 2025 (000's USD) | 2024 (000's USD) | YoY % Change | | :----- | :--------------- | :--------------- | :----------- | | Q2 | $47,397 | $69,423 | (31.7)% | | 6 Months | $94,247 | $133,602 | (29.5)% | [Second Quarter 2025 Revenue](index=2&type=section&id=2.1.1.%20Second%20Quarter%202025%20Revenue) Second quarter revenue decreased by 31.7% year-over-year. Nucleic Acid Production revenue declined sharply due to reduced high-volume CleanCap orders, while Biologics Safety Testing revenue showed strong growth driven by HCP kits and MockV viral clearance kits Q2 2025 Revenue by Segment | Segment | 2025 (000's USD) | 2024 (000's USD) | YoY % Change | | :---------------------- | :--------------- | :--------------- | :----------- | | Nucleic Acid Production | $31,085 | $54,586 | (43.1)% | | Biologics Safety Testing| $16,312 | $14,837 | 9.9 % | - Nucleic Acid Production revenue decrease was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs. Excluding high-volume CleanCap, revenue was up **3.0% YoY**, driven by growth in GMP products[9](index=9&type=chunk) - Biologics Safety Testing revenue increase was primarily driven by strength in Host Cell Protein (HCP) kits and associated HCP qualification services and increased demand for MockV viral clearance kits[9](index=9&type=chunk) [Six Months Ended June 30, 2025 Revenue](index=2&type=section&id=2.1.2.%20Six%20Months%20Ended%20June%2030%2C%202025%20Revenue) Revenue for the first six months of 2025 decreased by 29.5% year-over-year. Nucleic Acid Production experienced a significant decline due to CleanCap and lower demand for research products, while Biologics Safety Testing continued to grow, supported by HCP qualification services and MockV kits Six Months Ended June 30, 2025 Revenue by Segment | Segment | 2025 (000's USD) | 2024 (000's USD) | YoY % Change | | :---------------------- | :--------------- | :--------------- | :----------- | | Nucleic Acid Production | $59,835 | $100,602 | (40.5)% | | Biologics Safety Testing| $34,412 | $33,000 | 4.3 % | - Nucleic Acid Production revenue decrease was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs and lower demand for research and discovery products. Excluding high-volume CleanCap, revenue was down **11.0% YoY**[10](index=10&type=chunk) - Biologics Safety Testing revenue growth was driven by strength in HCP qualification services and increased demand for MockV viral clearance kits[10](index=10&type=chunk) [Net Loss and Adjusted EBITDA](index=2&type=section&id=2.2.%20Net%20Loss%20and%20Adjusted%20EBITDA) Both net loss and Adjusted EBITDA significantly worsened for both the second quarter and the six months ended June 30, 2025, compared to the prior year, reflecting the overall revenue decline and increased operating expenses including goodwill impairment Net Loss and Adjusted EBITDA Performance | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | 6 Months 2025 (Millions USD) | 6 Months 2024 (Millions USD) | | :-------------- | :--------------------- | :--------------------- | :--------------------------- | :--------------------------- | | Net Loss | $(69.8) | $(18.4) | $(122.7) | $(41.1) | | Adjusted EBITDA | $(10.4) | $13.0 | $(21.0) | $20.8 | [Second Quarter 2025 Net Loss and Adjusted EBITDA](index=2&type=section&id=2.2.1.%20Second%20Quarter%202025%20Net%20Loss%20and%20Adjusted%20EBITDA) For the second quarter of 2025, the company reported a net loss of $(69.8) million and Adjusted EBITDA of $(10.4) million, a substantial decline from the prior year's net loss of $(18.4) million and positive Adjusted EBITDA of $13.0 million Q2 2025 Net Loss and Adjusted EBITDA | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | | :-------------- | :--------------------- | :--------------------- | | Net Loss | $(69.8) | $(18.4) | | Adjusted EBITDA | $(10.4) | $13.0 | [Six Months Ended June 30, 2025 Net Loss and Adjusted EBITDA](index=4&type=section&id=2.2.2.%20Six%20Months%20Ended%20June%2030%2C%202025%20Net%20Loss%20and%20Adjusted%20EBITDA) For the six months ended June 30, 2025, the net loss was $(122.7) million and Adjusted EBITDA was $(21.0) million, compared to a net loss of $(41.1) million and positive Adjusted EBITDA of $20.8 million in the prior year period Six Months Ended June 30, 2025 Net Loss and Adjusted EBITDA | Metric | 6 Months 2025 (Millions USD) | 6 Months 2024 (Millions USD) | | :-------------- | :--------------------------- | :--------------------------- | | Net Loss | $(122.7) | $(41.1) | | Adjusted EBITDA | $(21.0) | $20.8 | [Full Year 2025 Guidance](index=4&type=section&id=2.3.%20Full%20Year%202025%20Guidance) Maravai is withdrawing and suspending its revenue guidance for the full year 2025 due to the recent Chief Executive Officer and Chief Financial Officer transition and an ongoing comprehensive business review - Maravai is withdrawing and suspending revenue guidance for 2025 due to the CEO and CFO transition and an ongoing comprehensive business review and forecasting process[12](index=12&type=chunk) [Corporate Realignment and Cost Reductions](index=4&type=section&id=Corporate%20Realignment%20and%20Cost%20Reductions) Maravai is implementing a corporate realignment and cost reduction plan, targeting over $50 million in annualized savings. The company expects to incur $8.0 million to $9.0 million in restructuring charges, primarily for employee severance and benefits, mostly in the second half of 2025 - The company estimates incurring restructuring charges of approximately **$8.0 million to $9.0 million**, primarily for employee severance, benefits, and related costs[13](index=13&type=chunk) - The majority of restructuring charges are expected to be incurred in the second half of 2025[13](index=13&type=chunk) - These initiatives are expected to realize north of **$50 million in annualized cost savings**[4](index=4&type=chunk) [Consolidated Financial Statements (GAAP)](index=5&type=section&id=Consolidated%20Financial%20Statements%20(GAAP)) This section presents Maravai's consolidated statements of operations, highlighting key revenue, expense, and profitability metrics under GAAP for the reported periods [Consolidated Statements of Operations](index=5&type=section&id=4.1.%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant increase in net loss and loss from operations for both the three and six months ended June 30, 2025, compared to the prior year, largely due to decreased revenue and a substantial goodwill impairment charge Consolidated Statements of Operations (Selected Items, in thousands) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | | Revenue | $47,397 | $69,423 | $94,247 | $133,602 | | Cost of revenue | $39,629 | $38,582 | $78,754 | $76,917 | | Selling, general and administrative | $38,575 | $40,556 | $78,139 | $81,441 | | Research and development | $4,882 | $4,924 | $9,770 | $9,956 | | Goodwill impairment | $30,449 | — | $42,884 | — | | Total operating expenses | $113,675 | $82,863 | $209,687 | $165,903 | | Loss from operations | $(66,278) | $(13,440) | $(115,440) | $(32,301) | | Net loss | $(69,837) | $(18,420) | $(122,690) | $(41,100) | | Net loss per Class A common share, basic and diluted | $(0.27) | $(0.07) | $(0.48) | $(0.16) | [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations from GAAP net loss to non-GAAP Adjusted EBITDA and Adjusted Net Loss, along with explanatory notes and definitions of these supplemental financial measures [Reconciliation of Net Loss to Adjusted EBITDA](index=6&type=section&id=5.1.%20Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) The reconciliation from GAAP Net Loss to non-GAAP Adjusted EBITDA shows significant adjustments for non-cash items and other non-recurring costs, including goodwill impairment, leading to a negative Adjusted EBITDA for both periods in 2025 Net Loss to Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :-------------------------- | :----------- | :----------- | :------------ | :------------ | | Net loss | $(69,837) | $(18,420) | $(122,690) | $(41,100) | | Add: Amortization | $7,200 | $6,869 | $14,230 | $13,738 | | Add: Depreciation | $5,957 | $5,556 | $11,650 | $10,342 | | Add: Interest expense | $6,815 | $11,939 | $13,593 | $22,803 | | Less: Interest income | $(3,030) | $(7,086) | $(6,255) | $(14,296) | | Less: Income tax benefit | $(4,288) | $(2,435) | $(4,126) | $(2,164) | | EBITDA | $(57,183) | $(3,577) | $(93,598) | $(10,677) | | Add: Goodwill impairment | $30,449 | — | $42,884 | — | | Add: Stock-based compensation | $6,789 | $13,763 | $17,192 | $25,820 | | Adjusted EBITDA (non-GAAP) | $(10,410) | $12,989 | $(20,959) | $20,784 | [Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Fully Diluted Loss Per Share](index=7&type=section&id=5.2.%20Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20Net%20Loss%20and%20Adjusted%20Fully%20Diluted%20Loss%20Per%20Share) The reconciliation for Adjusted Net Loss and Adjusted Fully Diluted Loss Per Share highlights the impact of various non-GAAP adjustments, including goodwill impairment and stock-based compensation, on the company's profitability metrics Adjusted Net Loss and Adjusted Fully Diluted Loss Per Share Reconciliation (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :------------------------------------------ | :----------- | :----------- | :------------ | :------------ | | Net loss attributable to Maravai LifeSciences Holdings, Inc. | $(39,591) | $(9,789) | $(69,536) | $(21,867) | | Tax-effected net loss | $(62,633) | $(16,367) | $(110,030) | $(36,517) | | Goodwill impairment | $30,449 | — | $42,884 | — | | Stock-based compensation | $6,789 | $13,763 | $17,192 | $25,820 | | Adjusted net loss (non-GAAP) | $(20,837) | $(3,053) | $(41,273) | $(8,421) | | Adjusted fully diluted loss per share (non-GAAP) | $(0.08) | $(0.01) | $(0.16) | $(0.03) | [Explanatory Notes and Non-GAAP Definitions](index=7&type=section&id=5.3.%20Explanatory%20Notes%20and%20Non-GAAP%20Definitions) This section provides detailed explanations for the adjustments made in the non-GAAP reconciliations, such as acquisition contingent consideration, integration costs, stock-based compensation, and impairment charges. It also defines Adjusted EBITDA, Adjusted Net Loss, and Adjusted fully diluted EPS, clarifying their purpose as supplemental measures and their limitations compared to GAAP - Adjustments include acquisition contingent consideration, acquisition integration costs (including retention payments for MyChem and Alphazyme), non-cash stock-based compensation, merger and acquisition related expenses, acquisition related tax adjustments, executive leadership transition costs, goodwill impairment, property and equipment impairment, restructuring costs, and other non-recurring costs[19](index=19&type=chunk)[20](index=20&type=chunk) - Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization, certain non-cash items, and other adjustments not considered representative of ongoing operating performance[22](index=22&type=chunk) - Adjusted Net Loss is defined as tax-effected earnings before the specified adjustments and their tax effects. Adjusted fully diluted EPS is Adjusted Net Loss divided by diluted weighted average shares, assuming proforma exchange of Class B common stock[22](index=22&type=chunk) - These non-GAAP measures are supplemental, not GAAP alternatives, used by management to understand core operating performance and trends, but have limitations and should not be considered in isolation[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) [Company Information](index=10&type=section&id=Company%20Information) This section provides an overview of Maravai LifeSciences, its forward-looking statements, key risk factors, and investor contact information [About Maravai](index=10&type=section&id=6.1.%20About%20Maravai) Maravai LifeSciences is a leading life sciences company that provides critical products and services for drug therapies, diagnostics, novel vaccines, and human disease research, specializing in nucleic acid synthesis and biologics safety testing - Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, and novel vaccines and to support research on human diseases[26](index=26&type=chunk) - Maravai's companies are leaders in providing products and services in nucleic acid synthesis and biologics safety testing to biopharmaceutical, vaccine, diagnostics, and cell and gene therapy companies[26](index=26&type=chunk) [Forward-Looking Statements & Risk Factors](index=11&type=section&id=6.2.%20Forward-Looking%20Statements%20%26%20Risk%20Factors) This section includes a cautionary statement regarding forward-looking statements, emphasizing that actual results may differ materially due to inherent uncertainties and risks. It outlines numerous factors that could impact Maravai's financial condition and operations, ranging from customer demand and operational efficiency to competition, regulatory changes, intellectual property, and financial obligations - Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of management's control[29](index=29&type=chunk) - Key risk factors include customer spending and demand, realization of operational benefits from organizational changes, revenue fluctuation, dependency on CleanCap sales, impact of trade policy, ability to attract and retain skilled workforce, risks related to product use in new therapies, competition, product performance and quality, market acceptance, acquisition management, geopolitical instability, product liability, customer/supplier reliance, regulatory scrutiny, intellectual property protection, cybersecurity, indebtedness, tax agreements, and corporate governance[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [Contact Information](index=16&type=section&id=6.3.%20Contact%20Information) Contact details for investor relations are provided for inquiries regarding Maravai LifeSciences - Contact for investor relations: Deb Hart, **+1 858-988-5917**, ir@maravai.com[33](index=33&type=chunk)

Core Insights - Maravai LifeSciences Holdings, Inc. announced organizational restructuring and cost reduction initiatives aimed at achieving over $50 million in annualized savings [1][4] - The company reported a 5% year-over-year growth in quarterly base business revenue, excluding high-volume CleanCap revenue [1][3] - Maravai expects to reduce net loss, achieve positive adjusted EBITDA, and generate positive free cash flow by the second half of 2026 [1] Financial Performance - For the second quarter of 2025, total revenue was $47.4 million, a 31.7% decrease from $69.4 million in the same period of 2024 [5][8] - Nucleic Acid Production revenue decreased by 43.1% year-over-year to $31.1 million, primarily due to a lack of high-volume CleanCap orders [5][13] - Biologics Safety Testing revenue increased by 9.9% year-over-year to $16.3 million, driven by demand for Host Cell Protein kits and MockV viral clearance kits [5][13] Leadership Changes - Bernd Brust was appointed as the new CEO, and Raj Asarpota was appointed as CFO to enhance the company's innovation and financial performance [7] - The leadership team is conducting a comprehensive business review and will reinstate revenue guidance once the process is complete [10] Cost Management - The company anticipates incurring restructuring charges of approximately $8.0 million to $9.0 million, mainly related to employee severance and benefits [11] - Actions taken to align the cost structure with operational needs include labor, facilities, capital expenditures, and productivity initiatives [4] Future Outlook - Maravai has suspended its revenue guidance for 2025 as the new leadership team assesses the business [10] - The company aims to return to profitability and strengthen its operational focus for customers, employees, and shareholders [4]

Company Overview - Maravai LifeSciences, Inc. is a global provider of life science reagents and services, focusing on supporting researchers and biotech innovators [3] - The company specializes in critical products for drug therapies, diagnostics, and novel vaccines, and supports research on human diseases [3] Upcoming Financial Results - Maravai plans to announce its second quarter 2025 financial and operating results after market close on August 11, 2025 [1] - A conference call and webcast will be held on the same day at 2:00 p.m. PT/5:00 p.m. ET [1] Conference Call Participation - Participants can join the conference call by dialing (800) 267-6316 or (203) 518-9783, referencing Conference ID MARAVAI [2] - The call will also be available via live or archived webcast on the Maravai website [2]

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Maravai LifeSciences Holdings, Inc. due to a class action complaint alleging breaches of fiduciary duties by the board of directors during a specified class period [1][3]. Group 1: Company Financial Issues - On February 25, 2025, Maravai announced a postponement of its fiscal 2024 earnings release and the filing of its annual report due to an error in revenue recognition, which resulted in approximately $3.9 million being incorrectly recorded [2]. - The company identified a material weakness in its internal controls over revenue recognition and required additional time to assess a potential non-cash impairment charge related to goodwill from its acquisition of Alphazyme LLC [2]. - Following this announcement, Maravai's share price fell by $0.87, or 21.70%, closing at $3.14 per share on February 25, 2025, amid unusually heavy trading volume [2]. Group 2: Class Action Allegations - The class action complaint alleges that Maravai's management made materially false and misleading statements and failed to disclose adverse facts about the company's operations and prospects [3]. - Specific allegations include inadequate internal controls over financial reporting related to revenue recognition, inaccurate revenue recognition during fiscal 2024, and overstated goodwill [3]. - The complaint asserts that the positive statements made by the defendants regarding the company's business lacked a reasonable basis due to these undisclosed issues [3].

Core Viewpoint - Maravai LifeSciences Holdings, Inc. is under investigation for potential claims related to a class action complaint alleging breaches of fiduciary duties by its board of directors during a specified class period [1] Financial Reporting Issues - On February 25, 2025, Maravai announced a postponement of its fiscal 2024 earnings release and the filing of its annual report due to an error in revenue recognition, which resulted in approximately $3.9 million being incorrectly recorded [2] - The company identified a material weakness in its internal controls over revenue recognition and required additional time to assess a potential non-cash impairment charge related to goodwill from its acquisition of Alphazyme LLC [2] Class Action Allegations - The class action complaint alleges that Maravai's executives made materially false and misleading statements and failed to disclose adverse facts about the company's operations and financial reporting [3] - Specific allegations include inadequate internal controls over financial reporting, inaccurate revenue recognition, overstated goodwill, and misleading positive statements about the company's business prospects [3]