Maravai LifeSciences Holdings Inc.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:32

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. This discussion and analysis reflects our historical results of operations and financial position and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. Please also see the section entitled "Special Note Regarding Forward-Looking Statements." Unless otherwise noted or the context otherwise requires, references in this Quarterly Report on Form 10-Q to "we," "us" or "our" refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.
Overview
We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.
Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qpCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.
We manage and evaluate our operations through two reportable segments: TriLink and Cygnus.
TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap® mRNA capping and ModTail™ poly(A) tail modification technologies, synthesis inputs, specialty enzymes, and mRNA manufacturing services.
Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, and related reagents and services.
Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities. We also serve government, academic and biotechnology institutions.
As of March 31, 2026, we employed a team of 416 full-time employees, approximately 26% of whom have advanced degrees.
We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 54.2% and 62.5% for the three months ended March 31, 2026 and 2025, respectively.
We generated revenue of $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively.
Revenue by reportable segment was as follows:
TriLink: $47.5 million for the three months ended March 31, 2026, and $28.8 million for the three months ended March 31, 2025.
Cygnus: $18.4 million for the three months ended March 31, 2026, and $18.1 million for the three months ended March 31, 2025.
We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally.
Selling, general and administrative expenses were $29.1 million and $39.6 million for the three months ended March 31, 2026 and 2025, respectively.
Our research and development efforts are focused on developing new products, technologies and services to meet our customers' needs. Research and development expenses were $3.9 million and $4.9 million for the three months ended March 31, 2026 and 2025, respectively. We intend to continue investing in research and development to support our customers' demand for innovation.
Recent Developments
Voluntary Prepayments on Term Loan
In February 2026, we voluntarily pre-paid, using cash on hand, $50.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal. As a result of the prepayment, we wrote off a portion of pre-existing deferred financing costs associated with the Term Loan.
Trends and Uncertainties
While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in this quarter, representing $14.3 million in revenue for the three months ended March 31, 2026, we do not anticipate further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026. Therefore, the three months ended March 31, 2026, is expected to be the highest revenue quarter of the year.
How We Assess Our Business
We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use to determine how our business is performing are revenue and Adjusted EBITDA.
Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for interest, provision for income taxes, depreciation, amortization and stock-based compensation expenses. Adjusted EBITDA reflects further adjustments to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance.
Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and they facilitate comparisons of performance on a consistent basis across reporting periods. Further, we believe this performance measure is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our Credit Agreement that governs our ability to access more than $58.5 million in aggregate letters of credit and available borrowings under the $167.0 million Revolving Credit Facility.
Adjusted EBITDA is a non-GAAP measure and therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations that Adjusted EBITDA does not reflect include:
•all expenditures or future requirements for capital expenditures or contractual commitments;
•changes in our working capital needs;
•provision for income taxes, which may be a necessary element of our costs and ability to operate;
•the costs of replacing the assets being depreciated, which will often have to be replaced in the future; and
•the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.
In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP, it may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
Components of Results of Operations
Revenue
Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.
TriLink Segment
Our TriLink segment focuses on the development, manufacturing and sale of highly modified nucleic acids products to support the needs of customers' research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides CDMO services, including process development, scale-up, and GMP production of nucleic acids for clinical applications. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.
Cygnus Segment
Our Cygnus segment focuses on the development, manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.
Cost of Revenue
Cost of revenue associated with our products primarily consists of manufacturing related costs incurred in the production process, including personnel and related costs, stock-based compensation expense, inventory write-downs, costs of materials, labor and overhead, packaging and delivery costs and allocated costs, including facilities, information technology, depreciation and amortization of intangibles. Cost of revenue also includes adjustments for excess, obsolete or expired inventory, and idle capacity. Cost of revenue associated with our services primarily consists of personnel and related costs, stock-based compensation expense, cost of materials and allocated costs, including facilities and information technology costs.
Operating Expenses
Selling, General and Administrative
Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.
We expect that our selling, general and administrative expenses will decrease year-over-year in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.
Research and Development
Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies and allocated facilities costs for employees engaged in research and development of products and services. We expense all research and development costs in the period in which they are incurred. Payment made prior to the receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered.
We expect our research and development costs will remain relatively consistent year-over-year in future periods, as a result of ongoing research and development initiatives.
Goodwill Impairment
Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.
Restructuring
Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees.
Other Income (Expense)
Interest Expense
Interest expense consists of interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt, and interest costs on our finance lease liabilities.
Interest Income
Interest income consists of interest earned on our cash balances and short-term investments in money market funds held at financial institutions.
Other Income (Expense)
Other income (expense) primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC ("MyChem"), which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.
Income Tax Expense (Benefit)
As a result of our ownership of LLC Units, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates.
Non-Controlling Interests
Non-controlling interests represent the portion of profit or loss, net assets and comprehensive income or loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities. Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the condensed consolidated statements of operations. As of March 31, 2026, we held approximately 57.1% of the outstanding LLC Units, and MLSH 1 held approximately 42.9% of the outstanding LLC Units.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. For information with respect to recent
accounting pronouncements that are of significance or potential significance to us, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Three Months Ended March 31,
2026 2025 Year-Over-Year Change
(in thousands, except per share amounts)
Revenue $ 65,837 $ 46,850 40.5 %
Cost of revenue (1)
32,136 39,125 (17.9) %
Gross profit
33,701 7,725 336.3 %
Operating expenses:
Selling, general and administrative (1)
29,092 39,564 (26.5) %
Research and development (1)
3,889 4,888 (20.4) %
Goodwill impairment
- 12,435 *
Restructuring (1)
2,878 - *
Total operating expenses 35,859 56,887 (37.0) %
Loss from operations (2,158) (49,162) (95.6) %
Other expense, net
(4,370) (3,529) 23.8 %
Loss before income taxes (6,528) (52,691) (87.6) %
Income tax (benefit) expense (151) 162 (193.2) %
Net loss (6,377) (52,853) (87.9) %
Net loss attributable to non-controlling interests (2,644) (22,908) (88.5) %
Net loss attributable to Maravai LifeSciences Holdings, Inc. $ (3,733) $ (29,945) (87.5) %
Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ (0.02) $ (0.21)
Weighted average number of Class A common shares outstanding, basic and diluted
146,426 143,425
Adjusted EBITDA (Non-GAAP financial measure)
$ 20,327 $ (10,549)
____________________
* Not meaningful
(1)Includes stock-based compensation expense (benefit) as follows (in thousands, except percentages):
Three Months Ended March 31,
2026 2025 Year-Over-Year Change
Cost of revenue $ 914 $ 2,042 (55.2) %
Selling, general and administrative 5,505 7,146 (23.0) %
Research and development 556 1,215 (54.2) %
Restructuring
(232) - *
Total stock-based compensation expense $ 6,743 $ 10,403 (35.2) %
Revenue
Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages):
Three Months Ended March 31, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
TriLink $ 47,476 $ 28,750 65.1 % 72.1 % 61.4 %
Cygnus 18,361 18,100 1.4 % 27.9 % 38.6 %
Total revenue $ 65,837 $ 46,850 40.5 % 100.0 % 100.0 %
Total revenue was $65.8 million for the three months ended March 31, 2026 compared to $46.9 million for the three months ended March 31, 2025, representing an increase of $19.0 million, or 40.5%.
TriLink revenue increased from $28.8 million for the three months ended March 31, 2025 to $47.5 million for the three months ended March 31, 2026, representing an increase of $18.7 million, or 65.1%. The increase in TriLink revenue was primarily driven by $14.3 million of high-volume CleanCap orders for commercial phase COVID vaccine programs. Excluding COVID CleanCap revenue, TriLink base revenue grew 15.4% year-over-year with strength from both Discovery and GMP consumables.
Cygnus revenue increased from $18.1 million for the three months ended March 31, 2025 to $18.4 million for the three months ended March 31, 2026, representing an increase of $0.3 million, or 1.4%. The increase was driven by strong demand in North America and EMEA, partially offset by lower contribution from China due to distributor ordering timing.
Gross Profit
Gross profit was as follows for the periods presented (in thousands, except percentages):
Three Months Ended March 31, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Revenue
$ 65,837 $ 46,850 40.5 % 100.0 % 100.0 %
Cost of revenue
32,136 39,125 (17.9) % 48.8 % 83.5 %
Gross profit
$ 33,701 $ 7,725 336.3 % 51.2 % 16.5 %
Cost of revenue decreased by $7.0 million from $39.1 million for the three months ended March 31, 2025 to $32.1 million for the three months ended March 31, 2026, or 17.9%. The decrease was primarily driven by a $3.3 million decrease in personnel expenses, a $1.6 million decrease in direct product costs, a $1.1 million decrease in stock-based compensation expense, and a $0.9 million decrease in facilities costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Gross profit margin increased by 3,470 basis points from 16.5% for the three months ended March 31, 2025 to 51.2% for the three months ended March 31, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and decreased expenses driven by the 2025 Corporate Realignment Plan.
Operating Expenses
Operating expenses included the following for the periods presented (in thousands, except percentages):
Three Months Ended March 31, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Selling, general and administrative $ 29,092 $ 39,564 (26.5) % 44.2 % 84.5 %
Research and development 3,889 4,888 (20.4) % 5.9 % 10.4 %
Goodwill impairment
- 12,435 * - % 26.5 %
Restructuring
2,878 - * 4.4 % - %
Total operating expenses $ 35,859 $ 56,887 (37.0) % 54.5 % 121.4 %
____________________
*Not meaningful
Selling, General and Administrative
Selling, general and administrative expenses decreased by $10.5 million from $39.6 million for the three months ended March 31, 2025 to $29.1 million for the three months ended March 31, 2026, or 26.5%. The decrease was primarily due to a $4.3 million decrease in personnel expenses, a $2.1 million decrease in professional services fees, a $1.6 million decrease in stock-based compensation expense, a $1.0 million decrease in facilities costs, and a $0.8 million decrease in marketing expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Research and Development
Research and development expenses decreased by $1.0 million from $4.9 million for the three months ended March 31, 2025 to $3.9 million for the three months ended March 31, 2026, or 20.4%. The decrease was primarily driven by a $0.7 million decrease in stock-based compensation expense and a $0.3 million decrease in supplies and materials. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Goodwill Impairment
During the three months ended March 31, 2025, we recorded goodwill impairment of $12.4 million for the TriLink BioTechnologies reporting unit within our TriLink segment. During the three months ended March 31, 2026, no goodwill impairment was recorded.
Restructuring
Restructuring costs for the three months ended March 31, 2026 were attributable to the 2025 Corporate Realignment Plan. These costs included severance and other employee-related costs (benefit) of $(0.4) million, non-employee contract costs of $2.0 million, asset impairments of $0.6 million, and professional fees of $0.7 million.
Other Income (Expense)
Other income (expense) included the following for the periods presented (in thousands, except percentages):
Three Months Ended March 31, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Interest expense $ (5,749) $ (6,778) (15.2) % (8.7) % (14.5) %
Interest income 1,873 3,225 (41.9) % 2.8 % 6.9 %
Other (expense) income (494) 24 (2158.3) % (0.7) % 0.1 %
Total other expense $ (4,370) $ (3,529) 23.8 % (6.6) % (7.5) %
____________________
*Not meaningful
Total other expense was $3.5 million for the three months ended March 31, 2025 compared to $4.4 million for the three months ended March 31, 2026, representing an increase of $0.8 million, or 23.8%. The $1.0 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in February 2026, was partially offset by a $1.4 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment. Other expense also increased due to the loss on partial extinguishment of debt of $0.4 million recorded in the three months ended March 31, 2026.
Segment Information
Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company's core operations and, therefore, are not included in measuring segment performance. Our CODM reviews segment performance along with forecasts and other non-financial
information in our annual budgeting process. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. Corporate costs are managed on a standalone basis and are not allocated to segments.
We do not allocate assets to our reportable segments as they are not included in the review performed by our CODM for purposes of assessing segment performance and allocating resources.
As of March 31, 2026, substantially all of our long-lived assets were located within the United States.
The following schedules include revenue, expenses, and Adjusted EBITDA for each of our reportable segments (in thousands):
Three Months Ended March 31, 2026
TriLink Cygnus Total
Revenue $ 47,476 $ 18,361 $ 65,837
Less:
Cost of revenue (1)
20,702 2,162
Selling and marketing (1)
3,692 789
General and administrative (1)
3,211 1,368
Research and development (1)
2,521 483
Other segment items (2)
91 1
Adjusted EBITDA 17,259 13,558 $ 30,817
Reconciliation of total reportable segments' Adjusted EBITDA to loss before income taxes
Corporate costs (10,490)
Amortization (6,472)
Depreciation (4,900)
Interest expense (5,749)
Interest income 1,873
Other adjustments:
Acquisition integration costs (231)
Stock-based compensation (6,743)
Restructuring costs (3)
(3,110)
Other (1,523)
Loss before income taxes $ (6,528)
Three Months Ended March 31, 2025
TriLink
Cygnus
Total
Revenue
$ 28,750 $ 18,100 $ 46,850
Less:
Cost of revenue (1)
24,822 2,801
Selling and marketing (1)
5,768 830
General and administrative (1)
4,515 1,213
Research and development (1)
2,498 585
Other segment items (2)
47 -
Adjusted EBITDA
(8,900) 12,671 $ 3,771
Reconciliation of total reportable segments' Adjusted EBITDA to loss before income taxes
Corporate costs (14,320)
Amortization (7,030)
Depreciation (5,693)
Interest expense (6,778)
Interest income 3,225
Other adjustments:
Acquisition integration costs (767)
Stock-based compensation
(10,403)
Merger and acquisition related expenses (1,178)
Goodwill impairment
(12,435)
Other (1,083)
Loss before income taxes $ (52,691)
___________________
(1)Expenses are adjusted to remove the impact of certain items, including interest, taxes, depreciation and amortization, certain non-cash items and other adjustments. Management believes these do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.
(2)Other segment items for each reportable segment include realized and unrealized losses on foreign exchange transactions.
(3)For the three months ended March 31, 2026, stock-based compensation benefit of $0.2 million related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item.
There was no intersegment revenue during the three months ended March 31, 2026 and 2025.
Adjusted EBITDA (Non-GAAP Financial Measure)
A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP financial performance measure, is set forth below (in thousands):
Three Months Ended
March 31,
2026 2025
Net loss $ (6,377) $ (52,853)
Add:
Amortization 6,472 7,030
Depreciation 4,900 5,693
Interest expense 5,749 6,778
Interest income (1,873) (3,225)
Income tax (benefit) expense (151) 162
EBITDA 8,720 (36,415)
Acquisition integration costs (1)
231 767
Stock-based compensation (2)
6,743 10,403
Merger and acquisition related expenses (3)
- 1,178
Goodwill impairment (4)
- 12,435
Restructuring costs (5)
3,110 -
Other (6)
1,523 1,083
Adjusted EBITDA $ 20,327 $ (10,549)
____________________
(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of the Company's acquisition of Alphazyme, which was completed in January 2023. These retention payments arise from the Company's agreement executed in connection with its acquisition of Alphazyme and provide incremental financial incentives, over and above recurring compensation, to ensure the employees of Alphazyme remain present and participate in integration of the acquired business during the integration and knowledge transfer period. The Company agreed to pay certain employees of Alphazyme retention payments totaling $9.3 million as of various dates but primarily through December 31, 2025, as long as these individuals continued to be employed by the Company. The Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period. Retention payment expenses were $0.7 million for the three months ended March 31, 2025. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there were no further retention expenses payable for Alphazyme. There are no further cash-based retention payments planned, other than those disclosed above, for acquisitions completed as of March 31, 2026.
(2)Refers to non-cash expense associated with stock-based compensation.
(3)Refers to diligence, legal, accounting, tax and consulting fees incurred in connection with acquisitions that were pursued but not consummated.
(4)Refers to goodwill impairment recorded for our TriLink segment.
(5)Refers to restructuring costs (benefit) associated with the 2025 Corporate Realignment Plan. For the three months ended March 31, 2026, stock-based compensation expense of $0.2 million related to forfeited stock awards is included in the stock-based compensation line item.
(6)For the three months ended March 31, 2026, refers to severance payments, inventory step-up charges in connection with the acquisition of Alphazyme, legal costs, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the three months ended March 31, 2025, primarily refers to severance payments and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Relationship with GTCR, LLC
As of March 31, 2026, investment entities affiliated with GTCR collectively controlled approximately 51% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
We did not make any cash distributions during the three months ended March 31, 2026 and 2025 for tax liabilities to MLSH 1, which is controlled by investment entities affiliated with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries.
We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the entities acquired from MLSH 1 and MLSH 2 in connection with the Organizational Transactions, Topco LLC and subsidiaries of Topco LLC that existed prior to the IPO, and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the "Tax Attributes"). Payment obligations under the TRA are not conditioned upon any Topco LLC unitholders maintaining a continued ownership interest in us or Topco LLC, and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. There is no stated term for the TRA, and the TRA will continue until all tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount.
We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. As of March 31, 2026, there was no current liability outstanding under the TRA.
As of December 31, 2023, the Company had derecognized the remaining non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. The impact of any activity for the year ending December 31, 2026, including any LLC Unit exchanges or changes to our estimated U.S. federal, state or local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2026 when such impacts are determinable. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. If the Company concludes in a future period that the tax benefits are more likely than not to be realized and releases its valuation allowance, the corresponding TRA liability amounts may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.
During the three months ended March 31, 2026 and 2025, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA.
Liquidity and Capital Resources
Overview
We have financed our operations primarily from cash flow from operations, borrowings under long-term debt agreements and, to a lesser extent, the sale of our Class A common stock.
As of March 31, 2026, we had cash and cash equivalents of $165.9 million and retained earnings of $6.4 million.
We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations to date.
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and mandatory principal payments on our long-term debt.
We plan to utilize our existing cash on hand primarily to fund our commercial and marketing activities associated with our products and services, and continued research and development initiatives. We believe our cash on hand and continued access to our credit facilities will be sufficient to satisfy our cash requirements over the next 12 months and beyond.
We expect to make future cash payments of approximately $1.6 million using existing cash on hand, primarily through the second quarter of 2026, for professional fees and employee-related restructuring costs associated with the 2025 Corporate Realignment Plan.
As a result of our ownership of LLC Units, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at prevailing corporate tax rates. In addition to tax expenses, we also incur expenses related to our operations and we may be required to make payments under the TRA with MLSH 1 and MLSH 2. We expect to fund these payments, if any, using cash on hand and cash generated from operations. We do not expect any probable future payments under the TRA relating to the purchase by the Company of LLC Units from MLSH 1 and the corresponding tax attributes. This determination was based on our taxable income for the year ended December 31, 2025.
During the years ended December 31, 2025 and 2024, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets, and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. The impact of any activity for the year ending December 31, 2026, including any LLC Unit exchanges or changes to our estimated U.S. federal, state and local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2026 when such impacts are determinable.
In the event of a change of control, material breach, or our election to terminate the TRA early, (1) we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. There can be no assurance that we will be able to finance our obligations under the TRA.
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC. We did not make any cash distributions during the three months ended March 31, 2026 and 2025.
Credit Agreement
Maravai Intermediate Holdings, LLC, a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries are parties to a credit agreement (as amended, the "Credit Agreement"), which provides for a $600.0 million term loan facility, maturing October 2027 (the "Term Loan"), and a $167.0 million revolving credit facility, maturing October 2029 (subject to springing maturity provisions based on the maturity of the Term Loan) (the "Revolving Credit Facility"). Borrowings under the Credit Agreement bear interest at a variable rate based on Term Secured Overnight Financing Rate ("SOFR") plus an applicable interest rate margin.
There were no outstanding borrowings under the Revolving Credit Facility as of March 31, 2026.
The Term Loan requires mandatory quarterly principal payments of $1.4 million, with the remaining balance due upon maturity in October 2027. The Term Loan includes prepayment provisions that allow the Company, at our option, to repay all or a portion of the outstanding principal at any time. In February 2026, the Company voluntarily pre-paid, using cash on hand, $50.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal.
The Credit Agreement requires prepayments on the Term Loan principal for certain excess cash flow, subject to certain step-downs, based on the Company's first lien net leverage ratio for the fiscal year. The excess cash flow prepayment is reduced to 25% or 0% of the calculated excess cash flow if the Company's first lien net leverage ratio was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; however, no prepayment is required to the extent excess cash flow calculated for the fiscal year is equal to or less than $10.0 million. As of March 31, 2026, the Company's first lien net leverage ratio was greater than 4.25:1.00 and its excess cash flow was less than $10.0 million.
The Credit Agreement contains certain covenants, including, among other things, covenants limiting our ability to incur or prepay certain indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes to the nature of the business. Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0% of the aggregate amount of available credit of $167.0 million, or $58.5 million. The Company was in compliance with these covenants as of March 31, 2026.
Tax Receivable Agreement
As of March 31, 2026, we did not have a current liability outstanding under the TRA.
The payment obligations under the TRA are obligations of Maravai LifeSciences Holdings, Inc. and not of Topco LLC. Although the actual timing and amount of any payments that may be made under the TRA will vary, the aggregate payments that we will be required to make to MLSH 1 and MLSH 2 may be substantial. Any payments made by us under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Topco LLC and, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. We anticipate funding ordinary course payments under the TRA from cash flow from operations of Topco LLC and its subsidiaries, available cash and/or available borrowings under the Credit Agreement.
See Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
Three Months Ended March 31,
2026 2025
Net cash provided by (used in):
Operating activities $ 8,665 $ (9,390)
Investing activities (4,437) (23,129)
Financing activities (55,226) (4,900)
Effects of exchange rate changes on cash 30 73
Net decrease in cash and cash equivalents $ (50,968) $ (37,346)
Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2026 was $8.7 million, which was primarily attributable to non-cash depreciation and amortization of $11.4 million, non-cash amortization of operating lease right-of-use assets of $1.6 million, non-cash stock-based compensation of $6.7 million, and non-cash impairment of $0.6 million. These were partially offset by a net cash outflow from the change in our operating assets and liabilities of $5.8 million and a net loss of $6.4 million.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026 was $4.4 million, which consisted of cash outflows for property and equipment purchases.
Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 was $55.2 million, which was primarily attributable to $51.4 million of principal repayments of long-term debt, which included the voluntary principal prepayment on the Term Loan, $3.6 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, and $0.2 million of payments of finance lease liabilities.
Capital Expenditures
We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses; and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received. Capital expenditures for the three months ended March 31, 2026 totaled $1.0 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of March 31, 2026 (in thousands):
Payments due by period
Total 1 year 2 - 3 years 4 - 5 years 5+ years
Operating leases (1)
$ 44,153 $ 10,007 $ 18,228 $ 12,924 $ 2,994
Finance leases (2)
26,889 3,556 7,435 7,888 8,010
Debt obligations (3)
242,880 5,440 237,440 - -
Other (4)
5,449 1,389 778 778 2,504
Total $ 319,371 $ 20,392 $ 263,881 $ 21,590 $ 13,508
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(1)Represents operating lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.
(2)Represents finance lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.
(3)Represents long-term debt principal maturities, excluding interest and unamortized debt issuance costs. See Note 7 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
(4)Represents firm purchase commitments and minimum contractual obligations to suppliers.
Cash distributions for unit holder tax liabilities are required under the terms of the LLC Operating Agreement. See Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding tax distributions.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the condensed consolidated financial statements. Our estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions, and any such difference may be material. For a discussion of how these and other factors may affect our business, financial condition or results of operations, see "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.
The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this report are described in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
For a description of the expected impact of recent accounting pronouncements, if any, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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