Maravai LifeSciences Holdings, Inc. (Maravai) (NASDAQ:
MRVI), a global provider of life science reagents and
services to researchers and biotech innovators, today reported
financial results for the first quarter ended March 31, 2025,
together with other business updates.
Financial Highlights:
- Quarterly revenue
of $46.9 million, Net loss of $(52.9) million (including a goodwill
impairment of $12.4 million), and Adjusted EBITDA of $(10.5)
million; and
- Revenue for the
full year 2025 is expected to be in the range of $185.0 million to
$205.0 million, unchanged from previous guidance.
"Our first quarter revenue exceeded our guidance
range, and our base business, which excludes revenue from
high-volume CleanCap® for commercial vaccine programs, grew more
than $4 million compared to the fourth quarter of 2024, reflecting
solid execution and momentum across the business," said Trey
Martin, CEO, Maravai LifeSciences. “Our team remains committed to
our return-to-growth strategy amid a dynamic and shifting
macroeconomic environment. We believe our customer focus, our
differentiated technologies and GMP services supporting clients
from discovery through commercialization give us the best position
to continue navigating the evolving landscape and drive long-term
value for Maravai.”
Revenue for the First Quarter
2025
|
Three Months Ended March 31, |
(Dollars in 000’s) |
2025 |
|
2024 |
|
Year-over-Year % Change |
Nucleic Acid Production |
$ |
28,750 |
|
$ |
46,016 |
|
(37.5 |
)% |
Biologics Safety Testing |
|
18,100 |
|
|
18,163 |
|
(0.3 |
)% |
Total Revenue |
$ |
46,850 |
|
$ |
64,179 |
|
(27.0 |
)% |
First Quarter
2025 Financial Results by Reporting
Segment
Revenue for the first quarter was $46.9 million,
representing a 27.0% decrease over the same period in the prior
year and was driven by the following:
- Nucleic Acid
Production revenue was $28.8 million for the first quarter,
representing a 37.5% decrease year-over-year. The 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.
- Biologics Safety
Testing revenue was $18.1 million for the first quarter, or
relatively flat year-over-year.
Net loss and Adjusted EBITDA (non-GAAP) were
$(52.9) million and $(10.5) million, respectively, for the first
quarter of 2025, compared to net loss and Adjusted EBITDA
(non-GAAP) of $(22.7) million and $7.8 million, respectively, for
the first quarter of 2024.
Revenue Guidance for
Full Year 2025
Maravai’s revenue guidance for the full year
2025 is based on expectations for its existing base business and
does not include revenue, if any, from high-volume CleanCap orders
for commercial phase vaccine programs, or potential new
acquisitions, if any, or items that have not yet been identified or
quantified. This guidance is also subject to a number of risks,
uncertainties and other factors, including those identified in
“Forward-looking Statements” below.
Revenue expectations for the full year 2025
remain in the range of $185.0 million to $205.0 million.
Conference Call and Webcast
Maravai’s management will host a conference call
today at 2:00 p.m. PT/ 5:00 p.m. ET to discuss its financial
results for the first quarter of 2025 and its financial guidance
for 2025. To participate in the conference call by telephone,
approximately 10 minutes before the call, dial (800) 343-4849 or
(203) 518-9848 and reference Maravai LifeSciences, Conference ID
MARAVAI. The call will also be available via live or archived
webcast on the "Investors" section of the Maravai web site at
https://investors.maravai.com/.
MARAVAI LIFESCIENCES HOLDINGS,
INC.
CONSOLIDATED STATEMENTS OF
OPERATIONS(in thousands, except per share
amounts)(Unaudited)
|
Three Months EndedMarch 31, |
|
2025 |
|
2024 |
Revenue |
$ |
46,850 |
|
|
$ |
64,179 |
|
Operating
expenses: |
|
|
|
Cost of revenue |
|
39,125 |
|
|
|
38,335 |
|
Selling, general and administrative |
|
39,564 |
|
|
|
40,885 |
|
Research and development |
|
4,888 |
|
|
|
5,032 |
|
Goodwill impairment |
|
12,435 |
|
|
|
— |
|
Restructuring |
|
— |
|
|
|
(1,212 |
) |
Total operating expenses |
|
96,012 |
|
|
|
83,040 |
|
Loss from operations |
|
(49,162 |
) |
|
|
(18,861 |
) |
Other income
(expense): |
|
|
|
Interest expense |
|
(6,778 |
) |
|
|
(10,864 |
) |
Interest income |
|
3,225 |
|
|
|
7,210 |
|
Other income |
|
24 |
|
|
|
106 |
|
Loss before income taxes |
|
(52,691 |
) |
|
|
(22,409 |
) |
Income tax expense |
|
162 |
|
|
|
271 |
|
Net loss |
|
(52,853 |
) |
|
|
(22,680 |
) |
Net loss attributable to
non-controlling interests |
|
(22,908 |
) |
|
|
(10,602 |
) |
Net loss attributable
to Maravai LifeSciences Holdings, Inc. |
$ |
(29,945 |
) |
|
$ |
(12,078 |
) |
|
|
|
|
Net loss per Class A common
share attributable to Maravai LifeSciences Holdings, Inc., basic
and diluted |
$ |
(0.21 |
) |
|
$ |
(0.09 |
) |
Weighted average number of
Class A common shares outstanding, basic and diluted |
|
143,425 |
|
|
|
132,333 |
|
|
|
|
|
|
|
|
|
MARAVAI LIFESCIENCES HOLDINGS,
INC.
RECONCILIATION OF NON-GAAP FINANCIAL
INFORMATION(in thousands, except per share
amounts)(Unaudited)
Net Loss to
Adjusted EBITDA (non-GAAP) |
|
Three Months EndedMarch 31, |
|
2025 |
|
2024 |
Net loss |
$ |
(52,853 |
) |
|
$ |
(22,680 |
) |
Add: |
|
|
|
Amortization |
|
7,030 |
|
|
|
6,869 |
|
Depreciation |
|
5,693 |
|
|
|
4,786 |
|
Interest expense |
|
6,778 |
|
|
|
10,864 |
|
Interest income |
|
(3,225 |
) |
|
|
(7,210 |
) |
Income tax expense |
|
162 |
|
|
|
271 |
|
EBITDA |
|
(36,415 |
) |
|
|
(7,100 |
) |
Acquisition integration costs
(1) |
|
767 |
|
|
|
2,498 |
|
Stock-based compensation
(2) |
|
10,403 |
|
|
|
12,057 |
|
Merger and acquisition related
expenses (3) |
|
1,178 |
|
|
|
30 |
|
Acquisition related tax
adjustment (4) |
|
(71 |
) |
|
|
(113 |
) |
Goodwill impairment (5) |
|
12,435 |
|
|
|
— |
|
Restructuring costs (6) |
|
— |
|
|
|
19 |
|
Other (7) |
|
1,154 |
|
|
|
404 |
|
Adjusted EBITDA (non-GAAP) |
$ |
(10,549 |
) |
|
$ |
7,795 |
|
Net Loss
attributable to Maravai LifeSciences Holdings, Inc. to Adjusted Net
Loss (non-GAAP) and Adjusted Fully Diluted Loss Per Share
(non-GAAP) |
|
|
|
|
|
Three Months EndedMarch 31, |
|
2025 |
|
2024 |
Net loss attributable to Maravai LifeSciences Holdings, Inc. |
$ |
(29,945 |
) |
|
$ |
(12,078 |
) |
Net loss impact from pro forma
conversion of Class B shares to Class A common shares |
|
(22,908 |
) |
|
|
(10,602 |
) |
Adjustment to the provision
for income tax (8) |
|
5,456 |
|
|
|
2,530 |
|
Tax-effected net loss |
|
(47,397 |
) |
|
|
(20,150 |
) |
Acquisition integration costs
(1) |
|
767 |
|
|
|
2,498 |
|
Stock-based compensation
(2) |
|
10,403 |
|
|
|
12,057 |
|
Merger and acquisition related
expenses (3) |
|
1,178 |
|
|
|
30 |
|
Acquisition related tax
adjustment (4) |
|
(71 |
) |
|
|
(113 |
) |
Goodwill impairment (5) |
|
12,435 |
|
|
|
— |
|
Restructuring costs (6) |
|
— |
|
|
|
19 |
|
Other (7) |
|
1,154 |
|
|
|
404 |
|
Tax impact of adjustments
(9) |
|
1,095 |
|
|
|
(465 |
) |
Net cash tax benefit retained
from historical exchanges (10) |
|
— |
|
|
|
352 |
|
Adjusted net loss
(non-GAAP) |
$ |
(20,436 |
) |
|
$ |
(5,368 |
) |
|
|
|
|
Diluted weighted
average shares of Class A common stock outstanding |
|
255,457 |
|
|
|
252,025 |
|
|
|
|
|
Adjusted net loss
(non-GAAP) |
$ |
(20,436 |
) |
|
$ |
(5,368 |
) |
Adjusted fully diluted
loss per share (non-GAAP) |
$ |
(0.08 |
) |
|
$ |
(0.02 |
) |
____________________Explanatory Notes to
Reconciliations
(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 MyChem, LLC (“MyChem”) and Alphazyme, LLC
(“Alphazyme”), which were completed in January 2022 and January
2023, respectively. These retention payments arise from the
Company’s agreements executed in connection with the acquisitions
of MyChem and Alphazyme and provide incremental financial
incentives, over and above recurring compensation, to ensure the
employees of these companies remain present and participate in
integration of the acquired businesses during the integration and
knowledge transfer periods. 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 continue to be employed by the Company. The
Company agreed to pay the sellers of MyChem retention payments
totaling $20.0 million as of the second anniversary of the closing
of the acquisition date as long as two senior employees (who were
also the sellers of MyChem) continue to be employed by TriLink. The
Company considers the payment of these retention payments as
probable and is recognizing compensation expense related to these
payments in the post-acquisition period ratably over the service
period. Retention payment expenses were $0.7 million (Alphazyme)
and $2.4 million (MyChem $1.8 million; Alphazyme $0.6 million) for
the three months ended March 31, 2025 and 2024, respectively.
Retention expenses for MyChem concluded in the first quarter of
2024, and following the payments in the first quarter of 2024,
there are no further retention expenses payable for MyChem. The
remaining retention accrual for Alphazyme is $2.3 million, expected
to be accrued ratably each quarter through December 31, 2025, with
payments expected to be made in the first quarter of 2026. There
are no further cash-based retention payments planned, other than
those disclosed above, for acquisitions completed as of
March 31, 2025. |
(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 non-cash income
associated with adjustments to the indemnification asset recorded
in connection with the acquisition of MyChem. |
(5) |
|
Refers to goodwill impairment
recorded for our Nucleic Acid Production segment. |
(6) |
|
Refers to restructuring costs
(benefit) associated with the Cost Realignment Plan, which was
implemented in November 2023. For the three months ended
March 31, 2024, stock-based compensation benefit of $1.2
million related to forfeited stock awards in connection with the
restructuring is included on the stock-based compensation line
item. |
(7) |
|
For the three months ended
March 31, 2025, refers to severance payments, inventory
step-up charges in connection with the acquisition of Alphazyme,
and other non-recurring costs that are deemed to be outside of the
ordinary course of business. For the three months ended
March 31, 2024, refers to inventory step-up charges and
certain other adjustments in connection with the acquisition of
Alphazyme, and other non-recurring costs that are deemed to be
outside of the ordinary course of business. |
(8) |
|
Represents additional corporate
income taxes at an assumed effective tax rate of approximately 24%
applied to additional net loss attributable to Maravai LifeSciences
Holdings, Inc. from the assumed proforma exchange of all
outstanding shares of Class B common stock for shares of Class A
common stock. |
(9) |
|
Represents income tax impact of
non-GAAP adjustments at an assumed effective tax rate of
approximately 24% and the assumed proforma exchange of all
outstanding shares of Class B common stock for shares of Class A
common stock. |
(10) |
|
Represents income tax benefits
due to the amortization of intangible assets and other tax
attributes resulting from the tax basis step up associated with the
purchase or exchange of Maravai Topco Holdings, LLC units and Class
B common stock, net of payment obligations under the Tax Receivable
Agreement. |
Non-GAAP Financial
Information
This press release contains financial measures
that have not been calculated in accordance with accounting
principles generally accepted in the U.S. (GAAP). These non-GAAP
measures include: Adjusted EBITDA and Adjusted fully diluted
Earnings Per Share (EPS).
Maravai defines Adjusted EBITDA as net income
(loss) before interest, taxes, depreciation and amortization,
certain non-cash items and other adjustments that we do not
consider representative of our ongoing operating performance
including, as applicable: (i) incremental costs incurred to execute
and integrate completed acquisitions, and associated retention
payments; (ii) non-cash expenses related to share-based
compensation; (iii) expenses incurred for acquisitions that were
pursued but not consummated (including legal, accounting and
professional consulting services); (iv) non-cash income associated
with adjustments to the carrying value of the indemnification asset
recorded in connection with completed acquisitions; (v) impairment
charges; (vi) restructuring costs; (vii) severance payments; and
(viii) inventory step-up charges in connection with completed
acquisitions. Maravai defines Adjusted Net Loss as tax-effected
earnings before the adjustments described above, and the tax
effects of those adjustments. Maravai defines Adjusted fully
diluted EPS as Adjusted Net Loss divided by the diluted weighted
average number of shares of Class A common stock outstanding for
the applicable period, which assumes the proforma exchange of all
outstanding units of Maravai Topco Holdings, LLC (paired with
shares of Class B common stock) for shares of Class A common
stock.
These non-GAAP measures are supplemental
measures of operating performance that are not prepared in
accordance with GAAP and do not represent, and should not be
considered as, an alternative to net loss, as determined in
accordance with GAAP.
Management uses these non-GAAP measures to
understand and evaluate Maravai’s core operating performance and
trends and to develop short-term and long-term operating plans.
Management believes the measures facilitate comparison of Maravai’s
operating performance on a consistent basis between periods and,
when viewed in combination with its results prepared in accordance
with GAAP, help provide a broader picture of factors and trends
affecting Maravai’s results of operations.
These non-GAAP financial measures have
limitations as an analytical tool, and you should not consider them
in isolation, or as a substitute for analysis of Maravai’s results
as reported under GAAP. Because of these limitations, they should
not be considered as a replacement for net loss, as determined by
GAAP, or as a measure of Maravai’s profitability. Management
compensates for these limitations by relying primarily on Maravai’s
GAAP results and using non-GAAP measures only for supplemental
purposes. The non-GAAP financial measures should be considered
supplemental to, and not a substitute for, financial information
prepared in accordance with GAAP.
About Maravai
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. Maravai’s companies are leaders in providing
products and services in the fields of nucleic acid synthesis and
biologics safety testing to many of the world's leading
biopharmaceutical, vaccine, diagnostics, and cell and gene therapy
companies.
For more information about Maravai LifeSciences,
visit www.maravai.com.
Forward-looking Statements
This press release contains, and Maravai’s
officers and representatives may from time-to-time make,
“forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Investors are cautioned that statements in this press release
which are not strictly historical statements constitute
forward-looking statements, including, without limitation,
statements regarding Maravai’s financial guidance for 2025;
Maravai’s customer focus and differentiated technologies and
services helping Maravai navigate an evolving market and drive
long-term value creation; growth opportunities, including both
organic and inorganic growth; Maravai’s acquisition of the DNA and
RNA business of Officinae Bio and the assets of Molecular
Assemblies, Inc. and the expected benefits thereof; and future
innovations, constitute forward-looking statements and are
identified by words like “believe,” “expect,” “see,” “project,”
“may,” “will,” “should,” “seek,” “anticipate,” or “could” and
similar expressions.
Forward-looking statements are neither
historical facts nor assurances of future performance. Instead,
they are based only on management’s current beliefs, expectations
and assumptions regarding the future of Maravai’s business, future
plans and strategies, projections, anticipated events and trends,
the economy and other future conditions. Because forward-looking
statements relate to the future, they 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. Maravai’s actual results and financial condition may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
Maravai’s actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following:
- The level of
Maravai’s customers’ spending on and demand for outsourced nucleic
acid production and biologics safety testing products and
services.
- Maravai’s operating
results are prone to significant fluctuation, which may make
Maravai’s future operating results difficult to predict and could
cause Maravai’s actual operating results to fall below expectations
or any guidance Maravai may provide.
- Uncertainty
regarding the extent and duration of Maravai’s revenue associated
with high-volume sales of CleanCap® for commercial phase vaccine
programs and the dependency of such revenue, in important respects,
on factors outside our control.
- The impact of
shifts in U.S. and foreign trade policy, including the imposition
of tariffs, trade restrictions and retaliatory actions, on demand
for Maravai’s products and services and Maravai’s customers’
ability to commit funds to purchase such products and
services.
- Maravai’s ability
to attract, retain and motivate a highly skilled workforce,
including qualified key personnel.
- Use of Maravai’s
products by customers in the production of vaccines and therapies,
some of which represent relatively new and still-developing modes
of treatment, and the impact of unforeseen adverse events, negative
clinical outcomes, development of alternative therapies, or
increased regulatory scrutiny of these modes of treatment and their
financial cost on Maravai’s customers’ use of its products and
services.
- Competition with
life science, pharmaceutical and biotechnology companies who are
substantially larger than Maravai and potentially capable of
developing new approaches that could make Maravai’s products,
services and technology obsolete.
- The potential
failure of Maravai’s products and services to not perform as
expected and the reliability of the technology on which Maravai’s
products and services are based.
- The risk that
Maravai’s products do not comply with required quality
standards.
- Market acceptance
of Maravai’s life science reagents.
- Maravai’s ability
to efficiently manage its strategic acquisitions and organic growth
opportunities.
- Natural disasters,
geopolitical instability (including the ongoing military conflicts
in Ukraine and the Middle East) and other catastrophic events.
- Risks related to
Maravai’s acquisitions, including whether Maravai achieves the
anticipated benefits of acquisitions of businesses or
technologies.
- Product liability
lawsuits.
- Maravai’s
dependency on a limited number of customers for a high percentage
of its revenue and Maravai’s ability to maintain its current
relationships with such customers.
- Maravai’s reliance
on a limited number of suppliers or, in some cases, sole suppliers,
for some of Maravai’s raw materials and the risk that Maravai may
not be able to find replacements or immediately transition to
alternative suppliers.
- The risk that
Maravai’s products become subject to more onerous regulation by the
U.S. Food and Drug Administration or other regulatory agencies in
the future.
- Maravai’s ability
to obtain, maintain and enforce sufficient intellectual property
protection for Maravai’s current or future products.
- The risk that a
future cyber-attack or security breach cannot be prevented.
- Maravai’s ability
to protect the confidentiality of Maravai’s proprietary
information.
- The risk that one
of Maravai’s products may be alleged (or found) to infringe on the
intellectual property rights of third parties.
- Compliance with
Maravai’s obligations under intellectual property license
agreements.
- Maravai’s or
Maravai’s licensors’ failure to maintain the patents or patent
applications in-licensed from a third party.
- Maravai’s ability
to adequately protect Maravai’s intellectual property and
proprietary rights throughout the world.
- Maravai’s existing
level of indebtedness and Maravai’s ability to raise additional
capital on favorable terms.
- Maravai’s ability
to generate sufficient cash flow to service all of Maravai’s
indebtedness.
- Maravai’s potential
failure to meet Maravai’s debt service obligations.
- Restrictions on
Maravai’s current and future operations under the terms applicable
to Maravai’s credit agreement.
- Maravai’s
dependence, by virtue of Maravai’s principal asset being its
interest in Maravai Topco Holdings, LLC (“Topco LLC”), on
distributions from Topco LLC to pay Maravai’s taxes and expenses,
including payments under a tax receivable agreement with the former
owners of Topco LLC (the “Tax Receivable Agreement” or “TRA”)
together with various limitations and restrictions that impact
Topco LLC’s ability to make such distributions.
- The risk that
conflicts of interest could arise between Maravai’s shareholders
and Maravai Life Sciences Holdings, LLC (“MLSH 1”), the only other
member of Topco LLC, and impede business decisions that could
benefit Maravai’s shareholders.
- The substantial
future cash payments Maravai may be required to make under the Tax
Receivable Agreement to MLSH 1 and Maravai Life Sciences Holdings
2, LLC (“MLSH 2”), an entity through which certain of Maravai’s
former owners hold their interests in the Company and the negative
effect of such payments.
- The fact that
Maravai’s organizational structure, including the TRA, confers
certain benefits upon MLSH 1 and MLSH 2 that will not benefit
Maravai’s other common shareholders to the same extent as they will
benefit MLSH 1 and MLSH 2.
- Maravai’s ability
to realize all or a portion of the tax benefits that are expected
to result from the tax attributes covered by the Tax Receivable
Agreement.
- The possibility
that Maravai will receive distributions from Topco LLC
significantly in excess of Maravai’s tax liabilities and
obligations to make to make payments under the Tax Receivable
Agreement.
- Factors that could
lead to future impairment of Maravai’s goodwill and other
amortizable intangible assets.
- Unanticipated
changes in effective tax rates or adverse outcomes resulting from
examination of Maravai’s income or other tax returns.
- Risks and
uncertainty related to the restatement of Maravai’s previously
issued financial statements.
- Maravai’s ability
to remediate the material weaknesses in its internal control over
financial reporting in a timely manner.
- Maravai’s ability
to design and maintain effective internal control over financial
reporting in the future.
- The fact that
investment entities affiliated with GTCR, LLC currently control a
majority of the voting power of Maravai’s outstanding common stock,
and it may have interests that conflict with Maravai’s or yours in
the future.
- Risks related to
Maravai’s “controlled company” status within the meaning of the
corporate governance standards of NASDAQ.
- The potential
anti-takeover effects of certain provisions in Maravai’s corporate
organizational documents.
- Potential sales of
a significant portion of Maravai’s outstanding shares of Class A
common stock.
- Potential preferred
stock issuances and the anti-takeover impacts of any such
issuances.
- Such other factors
as discussed throughout the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in Maravai’s most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, as well as other
documents Maravai files with the Securities and Exchange
Commission.
Any forward-looking statements made in this
release are based only on information currently available to
management and speak only as of the date on which it is made.
Maravai undertakes no obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise.
Contact Information:
Deb Hart
Maravai LifeSciences
+ 1 858-988-5917
ir@maravai.com
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