What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-02-28 compared with 2022-03-01 · 500 added, 498 removed, 951 unchanged (51% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’/Member’s Equity

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We have audited the accompanying consolidated balance sheets of Maravai LifeSciences Holdings, Inc.

(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ / member’s equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ / member’s equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Adoption of ASU 2016-02, Leases

As discussed in Note 1 to the consolidated financial statements, the Company changed its method for accounting for its leases as a result of the adoption of Accounting Standards Update No.

2016-02, Leases (Topic 842), effective January 1, 2021.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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The liability is computed as 85% of the estimated cash tax savings to be received by the Company from utilizing the positive tax attributes contributed by pre-IPO owners.

Auditing management’s accounting for the TRA liability is complex because of the application of the tax laws used to determine the tax basis upon which to calculate the corresponding TRA liability, and judgmental because of the applicable state apportionment factors and nexus considerations utilized in determining the appropriate blended state income tax rate.

These factors involved subjective auditor judgment and audit effort in performing procedures and evaluating the appropriateness of the calculation of the tax basis and the blended tax rate.

Auditing management’s accounting for the TRA liability is complex because of the application of the tax laws used to determine the tax basis upon which to calculate the corresponding TRA liability.

These factors involved subjective auditor judgment and audit effort in performing procedures and evaluating the appropriateness of the calculation of the tax basis.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, testing the information used in the calculation of the TRA liability, and the involvement of professionals with specialized skills and knowledge to assist in (i) developing an independent calculation of the tax basis, (ii) comparing the independent calculation to management’s calculations to evaluate the reasonableness of the tax basis, (iii) evaluating the apportionment factors, nexus conclusions, and the resulting blended tax rate, and (iv) assessing management’s application of the tax laws.

Evaluating management’s determination of the apportionment factors involved considering the current and expected activity levels of the Company and whether the apportionment factors were consistent with evidence obtained in other areas of the audit.

Our audit procedures included, among others, testing the information used in the calculation of the TRA liability, and the involvement of professionals with specialized skills and knowledge to assist in (i) developing an independent calculation of the tax basis, (ii) comparing the independent calculation to management’s calculations to evaluate the reasonableness of the tax basis, and (iii) assessing management’s application of the tax laws.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016.

Redwood City, California

March 1, 2022

San Mateo, California

February 28, 2023

MARAVAI LIFESCIENCES HOLDINGS, INC.

6 unchanged sentences

Prepaid expenses and other current assets 25,798 19,698

Government funding receivable 8,190 —

Total current assets 847,902 740,039

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Deferred revenue 3,088 10,211

Current portion of payable to related parties pursuant to a Tax Receivable Agreement 34,838 —

Current portion of payable to related parties pursuant to the Tax Receivable Agreement 42,254 34,838

Current portion of long-term debt 5,440 6,000

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Long-term debt, less current portion 521,997 524,591

Deferred tax liabilities — 8,609

Lease facility financing obligation, less current portion — 56,167

Payable to related parties pursuant to a Tax Receivable Agreement, less current portion 713,481 389,546

Payable to related parties pursuant to the Tax Receivable Agreement, less current portion 675,956 713,481

Other long-term liabilities 68,975 41,066

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Class B common stock, $ 0.01 par value - 300,000 shares authorized;

123,669 and 160,974 shares issued and outstanding as of December 31, 2021 and 2020, respectively

123,669 shares issued and outstanding as of December 31, 2022 and 2021

Additional paid-in capital 137,898 128,386

Retained earnings 404,766 184,561

Accumulated other comprehensive loss — ( 44 )

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

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MARAVAI LIFESCIENCES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share and per unit amounts)

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Cost of revenue 168,957 140,561 79,649

Research and development 15,219 9,304 3,627

Selling, general and administrative 129,259 100,064 94,245

Research and development 18,369 15,219 9,304

Change in estimated fair value of contingent consideration ( 7,800 ) — —

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Interest expense ( 20,414 ) ( 30,260 ) ( 30,740 )

Change in payable to related parties pursuant to a Tax Receivable Agreement 6,101 — —

Interest income 2,338 — —

Loss on extinguishment of debt ( 208 ) — ( 7,592 )

Other income 279 126 118

Income (loss) before income taxes 530,765 81,696 ( 5,853 )

Income tax expense (benefit) 61,515 2,880 ( 652 )

Net income (loss) 469,250 78,816 ( 5,201 )

Change in payable to related parties pursuant to the Tax Receivable Agreement ( 4,102 ) 6,101 —

Other (expense) income ( 358 ) 279 126

Income before income taxes 551,472 530,765 81,696

Income tax expense 60,809 61,515 2,880

Net income 490,663 469,250 78,816

Net income (loss) attributable to non-controlling interests 270,458 287,213 ( 10,156 )

Net income (loss) attributable to Maravai LifeSciences Holdings, Inc.

Net income attributable to Maravai LifeSciences Holdings, Inc.

$ 220,205 $ 182,037 $ 88,972

Net income (loss) per Class A common share/unit attributable to Maravai LifeSciences Holdings, Inc.:

Net income per Class A common share/unit attributable to Maravai LifeSciences Holdings, Inc.:

Basic $ 1.67 $ 1.59 $ 7.43

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MARAVAI LIFESCIENCES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

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2022 2021 2020

Net income (loss) $ 469,250 $ 78,816 $ ( 5,201 )

Other comprehensive income (loss):

Net income $ 490,663 $ 469,250 $ 78,816

Other comprehensive income:

Foreign currency translation adjustments — 55 ( 44 )

Total other comprehensive income (loss) 469,305 78,772 ( 5,167 )

Comprehensive income (loss) attributable to non-controlling interests 287,224 ( 10,156 ) ( 731 )

Total comprehensive income (loss) attributable to Maravai LifeSciences Holdings, Inc.

Total other comprehensive income 490,663 469,305 78,772

Comprehensive income attributable to non-controlling interests 270,458 287,224 ( 10,156 )

Total comprehensive income attributable to Maravai LifeSciences Holdings, Inc.

$ 220,205 $ 182,081 $ 88,928

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December 31, 2019 $ 141,529 — $ — — $ — $ — $ — $ ( 133 ) $ 3,231 $ 144,627

Cumulative effect of adoption of ASC 606 326 — — — — — — — — 326

Repurchase of incentive units ( 227 ) — — — — — — — — ( 227 )

Equity-based compensation 1,328 — — — — — — — 351 1,679

Net loss ( 4,470 ) — — — — — — — ( 731 ) ( 5,201 )

Foreign currency translation adjustment — — — — — — — 34 — 34

December 31, 2019 141,529 — — — — — — ( 133 ) 3,231 144,627

Activity prior to initial public offering ("IPO") and related Organizational Transactions:

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Net loss — — — — — — ( 3,044 ) — ( 17,787 ) ( 20,831 )

MARAVAI LIFESCIENCES HOLDINGS, INC.

Class A Common Stock Class B Common Stock

Member's Equity Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Stockholders'/Member's Equity

Recognition of impact of entering into Tax Receivable Agreement — — — — — 42,776 — — — 42,776

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Equity-based compensation — — — — — 362 — — 604 966

Class A Common Stock Class B Common Stock

Member’s Equity Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Stockholders’/Member’s Equity

Net income — — — — — — 3,898 — 7,533 11,431

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December 31, 2021 — 131,488 1,315 123,669 1,237 128,386 184,561 — 229,862 545,361

Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes — 204 2 — — 2,303 — — — 2,305

Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — — ( 864 ) — — 864 —

Stock-based compensation — — — — — 9,623 — — 9,047 18,670

Class A Common Stock Class B Common Stock

Distribution for tax liabilities to non-controlling interest holder — — — — — 141 — — ( 150,206 ) ( 150,065 )

Impact of change to deferred tax asset associated with cash contribution to Topco LLC — — — — — ( 1,691 ) — — — ( 1,691 )

Net income — — — — — — 220,205 — 270,458 490,663

December 31, 2022 $ — 131,692 $ 1,317 123,669 $ 1,237 $ 137,898 $ 404,766 $ — $ 360,025 $ 905,243

The accompanying notes are an integral part of the consolidated financial statements.

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Operating activities:

Net income (loss) $ 469,250 $ 78,816 $ ( 5,201 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 490,663 $ 469,250 $ 78,816

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 7,566 6,413 5,517

Amortization of intangible assets 24,269 18,339 20,320

Non-cash operating lease expense 8,792 — —

Amortization of right-of-use assets 6,268 8,792 —

Amortization of deferred financing costs 2,788 2,676 1,825

Equity-based compensation expense 18,670 10,458 24,629

Loss on long-term debt refinancing — 7,592 —

Loss on extinguishment of debt 208 — 7,592

Deferred income taxes 42,318 46,904 ( 5,464 )

Change in estimated fair value of contingent consideration ( 7,800 ) — —

Gain on sale of business — ( 11,249 ) —

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Financing costs incurred for line of credit — — ( 3,239 )

Revaluation of liabilities payable to related parties pursuant to a Tax Receivable Agreement ( 6,101 ) — —

Revaluation of liabilities under the Tax Receivable Agreement 4,102 ( 6,101 ) —

Other ( 7,993 ) ( 281 ) 2,419

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Prepaid expenses and other assets ( 52,873 ) ( 9,513 ) ( 5,518 )

Government funding receivable 16,973 — —

Accounts payable ( 1,578 ) 676 1,176

Accrued expenses and other current liabilities 8,503 ( 3,457 ) 17,777

Other long-term liabilities ( 4,521 ) ( 2,519 ) —

Deferred revenue ( 7,123 ) ( 67,851 ) 77,220

Other long-term liabilities 3,829 ( 4,521 ) ( 2,519 )

Net cash provided by operating activities 535,977 368,570 152,187

Investing activities:

Cash paid for asset acquisition, net of cash acquired — ( 3,024 ) —

Cash paid for acquisition, net of cash acquired ( 238,969 ) — ( 3,024 )

Purchases of property and equipment ( 17,090 ) ( 14,850 ) ( 25,408 )

Proceeds from government assistance allocated to property and equipment

Prepaid lease payments on finance lease yet to commence ( 13,278 ) — —

Proceeds from sale of building — 548 34,500

Proceeds from sale of business, net of cash divested 620 119,957 —

Net cash provided by (used in) investing activities 105,655 6,068 ( 17,148 )

Net cash (used in) provided by investing activities ( 267,612 ) 105,655 6,068

Financing activities:

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Payments made on facility financing lease obligation and capital lease — — ( 201 )

Year Ended December 31,

2022 2021 2020

Payments to MLSH 1 pursuant to the Tax Receivable Agreement ( 29,108 ) ( 1,115 ) —

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Payment to MLSH 2 for Blocker Mergers — — ( 208,053 )

MARAVAI LIFESCIENCES HOLDINGS, INC.

Year Ended December 31,

2021 2020 2019

Proceeds from issuance of Class A common stock sold in IPO, net of offering costs — — 1,757,245

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Repurchase of Class A common stock from MLSH 2 — — ( 33,658 )

Proceeds from employee stock purchase plan and exercise of stock options, net of shares withheld for employee taxes 1,709 321 —

Proceeds from issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 2,358 1,709 321

Net cash (used in) provided by financing activities ( 187,499 ) ( 159,049 ) 53,212

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Cash paid for income taxes $ 23,032 $ 22,473 $ 5,006

Supplemental disclosures of non-cash investing and financing activities

Supplemental disclosures of non-cash activities:

Property and equipment included in accounts payable and accrued expenses $ 1,701 $ 2,149 $ 1,990

Financing cost deducted from long-term debt proceeds $ — $ — $ 6,000

Building and improvements capitalized under lease financing transactions $ — $ 700 $ 51,200

Property and equipment under new capital lease $ — $ — $ 15

Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,513 $ — $ —

Building and improvements capitalized under lease financing transaction $ — $ — $ 700

Fair value of contingent consideration liability recorded in connection with acquisition of a business $ 7,800 $ — $ —

Accrued consideration payable for MyChem acquisition $ 10,000 $ — $ —

Exchange of units for MLSC non-controlling interests $ — $ — $ 46,422

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The accompanying notes are an integral part of the consolidated financial statements.

MARAVAI TOPCO HOLDINGS, LLC AND SUBSIDIARIES

MARAVAI LIFESCIENCES HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Maravai LifeSciences Holdings, Inc.

(the “Company”, and together with its consolidated subsidiaries, “Maravai”, “we”, “us”, “our”) provides critical products to enable the development of drugs, therapeutics, diagnostics, vaccines and support research on human diseases.

(the “Company”, and together with its consolidated subsidiaries, “Maravai”, “we”, “us”, and “our”) provides critical products to enable the development of drugs, therapeutics, diagnostics, vaccines and support research on human diseases.

Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications and antibody-based products to detect impurities during the production of biopharmaceutical products.

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Our Protein Detection business sold innovative labeling and detection reagents for researchers in immunohistochemistry.

We were incorporated as a Delaware corporation in August 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related organizational transactions, completed in November 2020 as discussed in Note 8, in order to operate and control all of the business and affairs of Maravai Topco Holdings, LLC (“Topco LLC”) and its consolidated subsidiaries.

Maravai Life Sciences Holdings, LLC (“MLSH 1”) is the only other member of Topco LLC.

We were incorporated as a Delaware corporation in August 2020 for the purpose of facilitating an initial public offering (“IPO”).

Immediately prior to the IPO, we effected a series of organizational transactions (the “Organizational Transactions”) as discussed in Note 10, which, together with the IPO, were completed in November 2020, that resulted in the Company operating, controlling all of the business affairs and becoming the ultimate parent company of Maravai Topco Holdings, LLC (“Topco LLC”) and its consolidated subsidiaries.

Maravai Life Sciences Holdings, LLC (“MLSH 1”), which is controlled by investment entities affiliated with GTCR, LLC (“GTCR”), is the only other member of Topco LLC.

The Company is the sole managing member of Topco LLC, which operates and controls TriLink Biotechnologies, LLC (“TriLink”), Glen Research, LLC, MockV Solutions, LLC and Cygnus Technologies, LLC (“Cygnus”) and their respective subsidiaries.

Prior to the Company’s divestiture of its Protein Detection business in September 2021, Topco LLC also operated and controlled Vector Laboratories, Inc.

and its subsidiaries.

and its subsidiaries (“Vector”).

Basis of Presentation

The Company operates and controls all of the business and affairs of Topco LLC, and, through Topco LLC and its subsidiaries, conducts its business.

Because we manage and operate the business and control the strategic decisions and day-to-day operations of Topco LLC and also have a substantial financial interest in Topco LLC, we consolidate the financial results of Topco LLC, and a portion of our net income is allocated to the non-controlling interests in Topco LLC held by MLSH 1.

The pre-IPO organizational transactions were considered transactions between entities under common control.

The Organizational Transactions were considered transactions between entities under common control.

As a result, the consolidated financial statements for periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

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The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”).

In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities

of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

The Company’s determination about whether it should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation event.

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These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future.

Significant estimates include, but are not limited to, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the payable to related parties pursuant to the Tax Receivable Agreement, and the realizability of our net deferred tax assets.

Significant estimates include, but are not limited to, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the payable to related parties pursuant to the Tax Receivable Agreement (as defined in Note 14), the realizability of our net deferred tax assets, and valuation of goodwill and intangible assets acquired in business combinations.

Actual results could differ materially from those estimates.

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These products and services enable the detection of impurities that occur in the manufacturing of biologic drugs and other therapeutics.

The Company recognizes revenue from the sale of bioprocess impurity detection kits in the period in which the performance obligation is satisfied by transferring control to the customer.

The Company recognizes revenue from the sale of bioprocess impurity detection kits in the period in which the performance obligation is satisfied by transferring control to the

Custom antibody development contracts consist of a single performance obligation, typically with an enforceable right to payment and a reasonable margin for work performed to date.

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Assay development service contracts consist of a single performance obligation, revenue is recognized at a point in time when a successful antigen test and report is provided to the customer.

Affinity extraction services, which generally occur over a short period of

time, consist of a single performance obligation to perform the extraction service and provide a summary report to the customer.

Affinity extraction services, which generally occur over a short period of time, consist of a single performance obligation to perform the extraction service and provide a summary report to the customer.

Revenue is recognized either over time or at a point in time depending on contractual payment terms with the customer.

Protein Detection

Prior to the divestiture of its Protein Detection business in September 2021 (see Note 2), the Company also manufactured and sold protein labeling and detection reagents to customers that were used for basic research and development.

The contracts to sell these catalog products consisted of a single performance obligation to deliver the reagent products.

Revenue from these contracts was recognized at a point in time, generally upon shipment of the final product to the customer.

The Company elected the practical exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less.

The Company had no material unfulfilled performance obligations for contracts with an original length greater than one year at December 31, 2021.

The Company elected the practical expedient to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less.

The Company had no material unfulfilled performance obligations for contracts with an original length greater than one year for any period presented.

The Company accepts returns only if the products do not meet customer specifications and historically, the Company’s volume of product returns has not been significant.

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Contract assets are generated when contractual billing schedules differ from revenue recognition timing and the Company records contract receivable when it has an unconditional right to consideration.

Contract assets balances, which are included in prepaid and other current assets, were no t material as of December 31, 2020.

There were no contract asset balances as of December 31, 2021.

There were no contract asset balances as of December 31, 2022 or 2021.

Contract liabilities include billings in excess of revenue recognized, such as customer deposits and deferred revenue.

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Year Ended December 31, 2022

Nucleic Acid Production Biologics Safety Testing Protein Detection Total

Nucleic Acid Production Biologics Safety Testing Total

North America $ 312,119 $ 27,354 $ 339,473

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The Company recognized stock-based compensation for all equity awards made to employees based upon the awards’ estimated grant date fair value.

For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized on a straight-line basis over the requisite service period, which is typically four years .

We account for forfeitures as they occur.

Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

Stock-based compensation is classified in the accompanying consolidated statements of income based on the function to which the related services are provided.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model.

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The fair value of restricted stock units (“RSUs”) is determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant.

For performance stock units (“PSUs”) which are subject to service and market conditions, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized on a straight-line basis over the requisite service period regardless if the market condition is satisfied.

If the grantee is terminated prior to meeting both conditions, any previously recognized expense is reversed.

The Company estimates the fair value of PSUs using the Monte Carlo simulation model.

The assumptions used in estimating the fair value of these awards, such as expected term, volatility and risk-free interest rate, represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Unit-Based Compensation

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Such differences, if identified in future periods, could have a material effect on the amounts recorded in our consolidated financial statements.

Interest and penalties related to

unrecognized tax benefits are recognized in income tax expense in the accompanying consolidated statements of operations.

Interest and penalties related to unrecognized tax benefits are recognized in income tax expense in the accompanying consolidated statements of income.

The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as any related net interest and penalties.

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If, due to a change in facts, these tax attributes are not utilized in future years, it is reasonably possible no amounts would be paid under the TRA.

In this scenario, the reduction of the liability under the TRA would result in a benefit to our consolidated statement of operations.

Subsequent adjustments to the payable to related parties for the TRA based on changes in anticipated future taxable income are recorded in our consolidated statement of operations.

In this scenario, the reduction of the liability under the TRA would result in a benefit to our consolidated statements of income.

Subsequent adjustments to the payable to related parties for the TRA based on changes in anticipated future taxable income are recorded in our consolidated statements of income.

Non-Controlling Interests

Non-controlling interests represent the portion of profit or loss, net assets and comprehensive loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities.

Non-controlling interests re present the portion of profit or loss, net assets and comprehensive income of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities.

Non-controlling interests consist of the following:

• Until November, 2020 Topco LLC held a 70 % ownership interest in MLSC Holdings, LLC (“MLSC”) through its consolidated subsidiaries with the remaining 30 % being recorded as non-controlling interests in our consolidated financial statements as of December 31, 2019.

MLSC net income or loss was attributed to the non-controlling interests using an attribution method, similar to the hypothetical liquidation at book value method, based on the distribution provisions of the MLSC Amended and Restated Limited Liability Company Agreement (“MLSC LLC Agreement”).

In November 2020, and before the closing of the IPO, Topco LLC repurchased all of the outstanding non-controlling interests in MLSC for $ 166.4 million (see Note 13) .

• In November 2020, we became the sole managing member of Topco LLC (see Note 8).

As of December 31, 2021 and 2020, we owned approximately 52 % and 38 % of Topco LLC, respectively.

Therefore, we report non-controlling interests based on LLC Units of Topco LLC held by MLSH 1 on our consolidated balance sheet as of December 31, 2021.

Income or loss attributed to the non-controlling interest in Topco LLC is based on the LLC Units outstanding during the period for which the income or loss is generated and is presented on the consolidated statements of operations and consolidated statements of comprehensive income (loss).

• In November 2020, following the completion of the Organizational Transactions, we became the sole managing member of Topco LLC.

As of December 31, 2022 , we held approximately 51.6 % of the outstanding LLC Units of Topco LLC, and MLSH 1 held approximately 48.4 % of the outstanding LLC Units of Topco LLC.

Therefore, we report non-controlling interests based on the percentage of LLC Units of Topco LLC held by MLSH 1 on our consolidated balance sheet as of December 31, 2022.

Income or loss attributed to the non-controlling interest in Topco

LLC is based on the LLC Units outstanding during the period for which the income or loss is generated and is presented on the consolidated statements of income and consolidated statements of comprehensive income.

MLSH 1 is entitled to exchange LLC Units, together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”), for shares of Class A common stock on a one -for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale).

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The Company has historically operated in three reportable segments.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance.

The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance.

The CODM allocates resources and assesses performance based upon discrete financial information at the segment level.

All of our long-lived assets are located in the United States.

After the divestiture of Vector in September 2021 (see Note 2), the Company no longer has the Protein Detection segment.

After the divestiture of Vector in September 2021, the Company no longer has the Protein Detection segment.

The Company has reported the historical results of the Protein Detection business as such discrete financial information evaluated by the CODM for the periods presented included the information for this legacy segment.

As of December 31, 2022, the Company operated in two reportable segments:

Nucleic Acid Production and Biologics Safety Testing.

Cash consists of deposits held at financial institutions.

1 unchanged sentence

Accounts receivable primarily consist of amounts due from customers for product sales and services.

Prior to January 1, 2021, the Company recognized estimated allowance for credit losses based on an assessment of a customer’s ability to pay, credit quality of the customer, age of receivable balances and current economic conditions.

After January 1, 2021, the Company’s expected credit losses are developed using an estimated loss rate method that considers historical collection experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

The Company’s expected credit losses are developed using an estimated loss rate method that considers historical collection experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

The estimated loss rates are applied to trade receivables with similar risk characteristics such as the length of time the balance has been outstanding, liquidity and financial position of the customer, and the geographic location of the customer.

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Inventories are stated at the lower of cost (weighted average cost) or net realizable value.

Inventory costs include materials, direct labor and manufacturing overhead, which are related to the purchase or production of inventories.

The Company regularly monitors for excess and obsolete inventory based on its estimates of expected sales volumes, production capacity and expiration of raw materials, work-in-process and finished products excess and obsolete inventories and reduces the carrying value of inventory accordingly.

Inventory costs, which relate to the purchase or production of inventories, include materials, direct labor and manufacturing overhead.

The Company regularly monitors for excess and obsolete inventory based on its estimates of expected sales volumes, production capacity and expiration of raw materials, work-in-process and finished products, and reduces the carrying value of inventory accordingly.

The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected manufacturing requirements.

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During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of our inventory valuations.

Government Assistance

The consideration awarded to the Company by the U.S.

Department of Defense is outside the scope of the contracts with customers, income tax, funded research and development, and contribution guidance.

This is because the awarding entity is not considered to be a customer, the receipt of the funding is not predicated on the Company’s income tax position, there are no refund provisions, and the entity is not receiving reciprocal value for their support provided to the Company.

The Company’s elected policy is to recognize such assistance as a reduction to the carrying amount of the assets associated with the award when

it is reasonably assured that the funding will be received as evidenced through the existence of an arrangement, amounts eligible for reimbursement are determinable and have been incurred or paid, the applicable conditions under the arrangement have been met, and collectability of amounts due is reasonably assured.

Property and Equipment

1 unchanged sentence

Depreciation is computed using the straight-line method over the following estimated useful lives:

Assets Useful Lives

Assets Estimated Useful Life

Leasehold improvements 12 years

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When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in the results of operations.

Property and equipment balances during 2020 included certain leased buildings in which the Company was considered an owner lessee (see Note 5).

The leased buildings were being depreciated over the lease term to a residual value that will approximate the remaining lease financing obligation at the end of the lease and was derecognized on January 1, 2021 upon the Company’s adoption of the new lease accounting standard (see Note 5).

The Company records certain government grants earned related to capital projects as a reduction to property and equipment.

Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

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The Company periodically reviews long-lived assets, including property and equipment, right-of-use operating lease assets and finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.

If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets is compared to the carrying value the assets to determine whether impairment exists.

If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets is compared to the carrying value of the assets to determine whether impairment exists.

If the assets are determined to be impaired, the loss is measured based on the difference between the fair value and carrying value of the assets.

1 unchanged sentence

No impairment loss was recognized for long-lived assets for any period presented.

Contingent Consideration

Contingent consideration represents additional consideration that may be transferred to former owners of an acquired entity in the future if certain future events occur or conditions are met.

Contingent consideration resulting from the acquisition of a business is recorded at fair value on the acquisition date.

Such contingent consideration is re-measured to its estimated fair value at each reporting date with the change in fair value recognized within operating expenses in the Company’s consolidated statements of income.

Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net income.

Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities.

Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer-related performance targets, specified sales milestones, changes in projected revenue or changes in discount rates.

Judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period.

Therefore, any changes in the fair value will impact the Company’s results of operations in such reporting period, thereby resulting in potential variability in the Company’s operating results until such contingencies are resolved.

Debt Issuance Costs

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Deferred costs are recognized as a direct reduction in the carrying amount of the debt instrument on the consolidated balance sheets and are amortized to interest expense over the term of the related debt using the effective interest method.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) and its components encompass all changes in equity other than those with stockholders or member.

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The fair values of the Company’s long-term debt approximate carrying value, excluding the effect of unamortized debt discount, as it is based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs).

Prior to January 1, 2021, the Company rented its office space and facilities under non-cancelable operating lease agreements and recognized related rent expense on a straight-line basis over the term of the lease.

The Company’s lease agreements contained rent holidays, scheduled rent increases, and renewal options.

Rent holidays and scheduled rent increases were included in the determination of rent expense to be recorded ratably over the lease term.

The Company did not assume renewals in its determination of the lease term unless they were deemed to be reasonably assured at the inception of the lease.

The Company began recognizing rent expense on the date that it obtained the legal right to use and control the leased space.

Deferred rent consisted of the difference between cash payments and the recognition of rent expense on a straight-line basis for the buildings the Company occupied.

In certain arrangements, the Company was involved in the construction of improvements to buildings it is leasing.

To the extent the Company was involved with the structural improvements of the construction project or took on construction risk, the Company was considered to be the owner of the building and related improvements for accounting purposes during the construction period.

The Company recorded the fair value of the building and related improvements subject to the lease within property and equipment on the balance sheet.

Once a construction project was complete, the Company considered the requirements for sale-leaseback accounting treatment.

If the Company concluded the arrangement did not qualify for sale-leaseback accounting treatment, the building and related improvements remained on the Company’s balance sheet and were subject to depreciation and assessment of impairment.

Subsequent to January 1, 2021, as a result of the adoption of the new lease accounting standard, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease.

Leases with a term greater than one year are included in other assets, accrued expenses and other current liabilities, and other long-term liabilities on our balance sheet as of December 31, 2021.

The Company evaluates mergers, acquisitions and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or an acquisition of assets.

The Company first identifies the acquiring entity by determining if the target is a legal entity or a group of assets or liabilities.

If control over a legal entity is being evaluated, the Company also evaluates if the target is a variable interest or voting interest entity.

For acquisitions of voting interest entities, the Company applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an

acquisition of assets.

If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business.

The Company accounts for its business combinations using the acquisition method of accounting which requires that the assets acquired and liabilities assumed of acquired businesses be recorded at their respective fair values at the date of acquisition.

The purchase price, which includes the fair value of consideration transferred, is attributed to the fair value of the assets acquired and liabilities assumed.

The purchase price may also include contingent consideration.

The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative.

Contingent consideration liabilities are recognized at their estimated fair value on the acquisition date.

Contingent consideration arrangements that are determined to be compensatory in nature are recognized as post combination expense in our consolidated statements of income ratably over the implied service period beginning in the period it becomes probable such amounts will become payable.

The excess of the purchase price of the acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed twelve months from the acquisition date.

The results of acquired businesses are included in the Company’s consolidated financial statements from the date of acquisition.

Transaction costs directly attributable to acquired businesses are expensed as incurred.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies and assumptions about future net cash flows, discount rates and market participants.

Each of these factors can significantly affect the value attributed to the identifiable intangible asset acquired in a business combination.

The Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease.

Leases with a term greater than one year are included in other assets, accrued expenses and other current liabilities, and other long-term liabilities on our balance sheet as of December 31, 2022 and 2021.

The Company has elected not to recognize on the balance sheet leases with terms of one year or less.

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The Company recognizes lease expense on a straight-line basis over the expected lease term.

Variable lease payments, for items such as maintenance and utilities, are not included in the calculation of the ROU asset and the related lease liability and are recognized as this lease expense is incurred.

The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component.

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* 15.3 % * 15.7 % 46.5 %

Thermo Fisher Scientific Inc.

* * 10.4 % * *

Nacalai USA, Inc.

4 unchanged sentences

was generated by our Nucleic Acid Production segment.

For the year ended December 31, 2021, substantially all of the revenue recorded for BioNTech SE, Pfizer Inc.

and CureVac N.V.

was generated by our Nucleic Acid Production segment.

For the year ended December 31, 2020, substantially all of the revenue recorded for BioNTech SE and Pfizer Inc.

was generated by our Nucleic Acid Production segment.

For the year ended December 31, 2019, 43.2 %, 30.1 %, and 26.7 %, of revenue recorded for Thermo Fisher Scientific Inc.

was generated by our Nucleic Acid Production, Biologics Safety Testing and Protein Detection segments, respectively.

Net Income (Loss) per Class A Common Share/Unit Attributable to Maravai LifeSciences Holdings, Inc.

Basic net income (loss) per Class A Common share/unit attributable to Maravai LifeSciences Holdings, Inc.

is computed by dividing net income (loss) attributable to us by the weighted average number of Class A Common shares/units outstanding during the period.

Net Income per Class A Common Share/Unit Attributable to Maravai LifeSciences Holdings, Inc.

Basic net income per Class A common share/unit attributable to Maravai LifeSciences Holdings, Inc.

is computed by dividing net income attributable to us by the weighted average number of Class A common shares/units outstanding during the period.

The non-controlling interest, for historical periods prior to the IPO, is calculated pursuant to the terms of the MLSC LLC Agreement on a fully-distributed basis, taking into account the various classes of equity of MLSC, including the cumulative yields on MLSC’s preferred units.

Diluted net income (loss) per Class A Common share/unit is calculated by giving effect to all potential weighted average dilutive LLC incentive units for historical periods prior to the IPO and stock options, restricted stock units, and Topco LLC Units, that together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”) are convertible into shares of our Class A Common stock, for the period after the IPO.

Diluted net income per Class A common share/unit is calculated by giving effect to all potential weighted average dilutive LLC incentive units for historical periods prior to the IPO and stock options, restricted stock units, performance stock units and Topco LLC Units, that together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”) are convertible into shares of our Class A common stock, for the period after the IPO.

For historical periods prior to the IPO, the weighted average number of common units outstanding during the period and the potential dilutive common unit equivalents is determined under the two-class method.

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diluted net loss per Class A common share/unit attributable to the Company since dilutive equity instruments are not assumed to have been issued if their effect is anti-dilutive.

The Company reported a net loss attributable to Maravai LifeSciences Holdings, Inc.

for the year ended December 31, 2019.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , the FASB issued additional clarification related to reference rate reform, permitting entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global

financial markets.

The standards are effective for all entities upon issuance and we will apply the amendments prospectively through December 31, 2022.

There was no impact to the Company’s consolidated financial statements for the year ended December 31, 2021 as a result of the adoption of these standards.

In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which supersedes the guidance in Accounting Standards Codification (“ASC”) 840, Leases .

The new standard, as amended by subsequent ASUs on Topic 842 and recent extensions issued by the FASB in response to COVID-19, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

Leases with a term of 12 months or less will be accounted for in a manner similar to the previous guidance for operating leases under ASC 840, Leases .

The Company adopted this standard on January 1, 2021 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of:

1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs, where applicable.

The Company elected the post-transition practical expedient to not separate lease components from non-lease components for all existing lease classes.

The Company also elected a policy of not recording leases on its balance sheets when the leases have a term of 12 months or less.

Leases with a term greater than one year are included in other assets, accrued expenses and other current liabilities, and other long-term liabilities as of December 31, 2021.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.

In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable.

As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the ROU asset is impaired.

The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract.

Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option.

The Company recognizes lease expense on a straight-line basis over the expected lease term.

The impact of the adoption of Topic 842 on the balance sheet as of January 1, 2021 was as follows (in thousands):

Balance as of December 31, 2020 Adjustments due to Adoption of Topic 842 Balance as of January 1, 2021

Prepaid expenses and other current assets $ 11,095 $ ( 1,987 ) $ 9,108

Property and equipment, net 101,305 ( 59,759 ) 41,546

Deferred tax assets 431,699 ( 424 ) 431,275

Other assets 4,158 57,227 61,385

Accrued expenses and other current liabilities 38,546 2,570 41,116

Lease facility financing obligation, less current portion 56,167 ( 56,167 ) —

Other long-term liabilities 2,231 44,200 46,431

Stockholders' equity:

Retained earnings 854 1,670 2,524

Non-controlling interest 66,235 2,784 69,019

The adjustments due to the adoption of Topic 842 primarily related to the recognition of operating lease ROU assets and lease liabilities for the Company’s operating leases.

In addition, the adoption of Topic 842 resulted in a change to certain arrangements where we are involved with the construction of structural improvements or we take construction risk to buildings we are leasing.

Where we are no longer the accounting owner of the construction project as a result of the adoption of Topic 842, such assets and liabilities are derecognized and accounted for in the same manner as other leasing arrangements.

In June 2016, the FASB issued ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments which has been subsequently amended (“ASU 2016-13”).

ASU 2016-13 revises the measurement of credit losses for most financial instruments measured at amortized cost, including trade receivables, from an incurred loss methodology to an expected loss methodology which results in earlier recognition of credit losses.

Under the incurred loss model, a loss is not recognized until it is probable that the loss-causing event has already occurred.

The new standard introduces a forward-looking expected credit loss model that requires an estimate of the expected credit losses over the life of the instrument by considering all relevant information including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability.

In addition, this standard also modifies the impairment model for available-for-sale debt securities, which are measured at fair value, by eliminating the consideration for the length of time fair value has been less than amortized cost when assessing credit loss for a debt security and provides for reversals of credit losses through income upon credit improvement.

This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.

As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-13 was not adopted until the fourth quarter of 2021.

The Company’s adoption of this standard as of January 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”).

ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement.

This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.

As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2018-15 was not adopted until the fourth quarter of 2021.

The Company’s adoption of this standard as of January 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810):

Targeted Improvements to the Related Party Guidance for Variable Interest Entities (“ASU 2018-17”).

ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance.

To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety.

All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented.

This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.

As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2018-17 was not adopted until the fourth quarter of 2021.

The Company’s adoption of this standard as of January 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC 606.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts.

This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value.

ASU 2021-08 is effective for years beginning after December 31, 2022, including interim periods within those fiscal years, with early adoption permitted.

The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

The ASU is to be applied prospectively to business combinations occurring on or after the effective date of its adoption.

The Company early adopted ASU 2021-08, and there was no impact to the Company’s consolidated financial statements as a result of the adoption of this ASU.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance (“ASU 2021-10”).

ASU 2021-10 provides guidance to increase the transparency of government assistance including the disclosure of i) the types of assistance, ii) an entity’s accounting for the assistance, and iii) the effect of the assistance on an entity’s financial statements.

ASU 2021-10 provides guidance to increase the transparency of government assistance including the disclosure of:

(i) the types of assistance, (ii) an entity’s accounting for the assistance, and (iii) the effect of the assistance on an entity’s financial statements.

Under the new guidance, an entity is required to provide the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy:

i) information about the nature of the transactions and the related accounting policy used to account for the transactions, ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item and, ii) significant terms and conditions of the transactions, including commitments and contingencies.

This update is effective for us on January 1, 2022, with early adoption permitted.

The amendments should be applied either i) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial

application or ii) retrospectively to those transactions.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

Acquisition and Divestiture

(i) information about the nature of the transactions and the related accounting policy used to account for the transactions, (ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (iii) significant terms and conditions of the transactions, including commitments and contingencies.

The new guidance is required to be adopted either:

(i) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application, or (ii) retrospectively to those transactions.

The Company adopted ASU

2021-10 on January 1, 2022 using the prospective method and is complying with the related disclosure requirements (see Note 6).

Acquisitions and Divestiture

On January 27, 2022, the Company completed the acquisition of MyChem, LLC (“MyChem”), a privately-held San Diego, California-based provider of ultra-pure nucleotides to customers in the diagnostics, pharma, genomics and research markets.

The acquisition will vertically integrate the Company’s supply chain and expand its product offerings for inputs used in the development of therapeutics and vaccines.

The Company acquired MyChem for a total purchase consideration of $ 257.9 million, which is inclusive of net working capital adjustments.

The total cash consideration was paid using existing cash on hand.

The transaction was accounted for as an acquisition of a business as MyChem consisted of inputs and processes applied to those inputs that had the ability to contribute to the creation of outputs.

For the year ended December 31, 2022, the Company incurred $ 3.5 million in transaction costs associated with the acquisition of MyChem, which were recorded within selling, general and administrative expenses in the consolidated statements of income.

The acquisition date fair value of consideration transferred to acquire MyChem consisted of the following (in thousands):

Cash paid (1)

Consideration payable 10,000

Fair value of contingent consideration 7,800

Total consideration transferred $ 257,945

____________________

(1) Represents cash consideration paid at closing of $ 240.0 million and a purchase price adjustment paid in November 2022 of $ 0.1 million.

Pursuant to the Securities Purchase Agreement (the “MyChem SPA”) between the Company and sellers of MyChem, additional payments to the sellers of MyChem are dependent upon meeting or exceeding defined revenue targets during fiscal 2022 (the “Performance Payment”).

The MyChem SPA provides for a total maximum Performance Payment of $ 40.0 million.

The MyChem SPA also provides that the Company will pay to the sellers of MyChem an additional $ 20.0 million (the “Retention Payment”) as of the second anniversary of the closing of the acquisition date as long as two senior employees who are also the sellers of MyChem continue to be employed by TriLink.

The Company considers the payment of the Retention Payment as probable and is recognizing compensation expense related to this payment in the post-acquisition period ratably over the expected service period of two years .

The MyChem SPA further provides that the Company will pay to the sellers of MyChem an additional amount of up to $ 10.0 million subject to the completion of certain calculations associated with acquired inventory, which has been recorded within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022.

The Performance Payment was recorded as contingent consideration and was included as part of the purchase consideration.

For the year ended December 31, 2022, the Company recorded $ 9.3 million of compensation expense related to the Retention Payment within research and development expenses in the consolidated statements of income.

The Company estimated the fair value of the Performance Payment contingent consideration based on a Monte-Carlo simulation model which utilized an income approach.

The estimated fair value was based on MyChem revenue projections, expected payout term, volatility and risk adjusted discount rates which are Level 3 inputs (see Note 4).

As the Company is in the process of finalizing the evaluation of certain liabilities and assets, the allocation of purchase consideration is preliminary, and provisional measurements of certain liabilities and goodwill are subject to change.

following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Current assets 2,741

Intangible assets, net 123,360

Other assets 8,585

Total identifiable assets acquired 135,862

Current liabilities ( 420 )

Other long-term liabilities ( 8,399 )

Total liabilities assumed ( 8,819 )

Net identifiable assets acquired 127,043

Goodwill 130,902

Net assets acquired $ 257,945

We recorded the preliminary purchase price allocation in the first quarter of 2022.

During the fourth quarter of 2022, we recorded measurement period adjustments resulting in an increase to goodwill of $ 0.1 million and a decrease to other assets and current liabilities of $ 0.7 million.

The acquisition was accounted for under the acquisition method of accounting, and therefore, the total purchase price was allocated to the identifiable tangible and intangible assets acquired and the liabilities assumed based on their respective fair values as of the acquisition date.

Purchase consideration in excess of the amounts recognized for the net assets acquired was recognized as goodwill.

Goodwill is primarily attributable to expanded synergies expected from the acquisition associated with a vertical supply integration.

There were no tax impacts associated with the acquisition due to the pass-through income tax treatment of MyChem.

All of the goodwill acquired in connection with the acquisition of MyChem was allocated to the Company’s Nucleic Acid Production segment and is deductible to Topco LLC for income tax purposes.

Upon closing of the acquisition, approximately $ 1.0 million was placed into escrow to cover potential working capital adjustments and approximately $ 12.5 million was placed into escrow to secure certain representations and warranties pursuant to the terms of the MyChem SPA.

These amounts are included in the total purchase consideration of $ 257.9 million.

The Company released the $ 1.0 million in escrow and paid out an additional $ 0.1 million related to net working capital adjustments during the fourth quarter of 2022.

Because the remaining $ 12.5 million held in escrow is not controlled by the Company, it is not included in the accompanying consolidated balance sheet as of December 31, 2022.

The following table summarizes the estimated fair values of MyChem’s identifiable intangible assets as of the date of acquisition and their estimated useful lives:

Estimated Fair Value

(in thousands) Estimated Useful Life

Trade names $ 460 3

Developed technology 121,000 12

Customer relationships 1,900 12

Total $ 123,360

The trade name and customer relationship intangible assets are related to MyChem’s name, customer loyalty and customer relationships.

The developed technology intangible asset is related to processes and techniques for synthesizing and developing ultra-pure nucleotides.

The fair value of these intangible assets was based on MyChem’s projected revenues and was estimated using an income approach, specifically the multi-period excess earnings method.

Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset.

The estimated fair value was developed by discounting future net cash flows to their present value at market-based rates of return utilizing Level 3 inputs.

The useful lives for these intangible assets were determined based upon the remaining period for which the assets were expected to contribute directly or indirectly to future cash flows.

Key quantitative assumptions used in the determination of fair value of the developed technology intangible included revenue growth rates ranging from 3.0 % to 30.6 %, a discount rate of 16.5 % and an assumed technical obsolescent curve range of 5.0 % to 7.5 %.

Pursuant to the terms of the MyChem SPA, the Company recognized an indemnification asset of $ 8.0 million within other assets, which represented the seller’s obligation to reimburse pre-acquisition income tax liabilities assumed in the acquisition and was recorded within other long-term liabilities.

The carrying value of the remaining assets acquired or liabilities assumed was estimated to equal their fair values based on their short-term nature.

These estimates were based on the assumption that the Company believes to be reasonable;

however, actual results may differ from these estimates.

Revenue and earnings from MyChem included in the Company’s consolidated statements of income since the date of acquisition were immaterial.

No proforma revenue or earnings information for the years ended December 31, 2022 and 2021 have been presented as the impact was not determined to be material to the Company’s consolidated revenues and net income for the respective periods.

Mock V Solutions, Inc.

In March 2020, the Company acquired all of the outstanding shares of MockV Solutions, Inc.

4 unchanged sentences

The relative fair value attributed to the acquired developed technology, assembled workforce, and working capital balances was insignificant.

The IPR&D acquired was allocated a value of $ 2.9 million and the Company recognized a charge of $ 2.9 million related to the IPR&D as a component of research and development on the consolidated statement of operations because the technology had not yet reached technological feasibility and had no alternative future use.

The IPR&D acquired was allocated a value of $ 2.9 million and the Company recognized a charge of $ 2.9 million related to the IPR&D as a component of research and development expenses on the consolidated statements of income because the technology had not yet reached technological feasibility and had no alternative future use.

The Company must also make contingent cash payments (the “Earn-Outs”) of up to $ 9.0 million to the sellers of MockV based upon the achievement of long-term revenue targets.

3 unchanged sentences

In November 2020, MockV was converted into a single member LLC and was deemed liquidated for income tax purposes.

In August 2021, the Company entered into a definitive agreement to sell Vector Laboratories, Inc.

and its subsidiaries (“Vector”) to Voyager Group Holdings, Inc.

Vector Laboratories, Inc.

In August 2021, the Company entered into a definitive agreement to sell Vector to Voyager Group Holdings, Inc.

(“Voyager”), a third-party unrelated to the Company, for an all cash sale price of $ 124.0 million, subject to purchase price adjustments.

The Company determined that the fair value of Vector, less estimated costs to sell, exceeded the book value of the Vector Disposal Group and there were no other indicators of asset impairment prior to the sale.

The divestiture was completed in September, 2021, and the Company received total considerations of $ 121.9 million, which included $ 120.3 million in cash and $ 1.6 million in receivables to be collected based on the finalization of working capital adjustments.

The sale price is also subject to adjustment based on the finalization of working capital.

As a result of the divestiture, during the year ended December 31, 2021, the Company recognized a pre-tax gain on sale of $ 11.2 million, net of transactions costs of $ 0.9 million, in the consolidated statements of operations.

The divestiture was completed in September 2021, and final net proceeds were $ 120.7 million, which were inclusive of working capital adjustments.

The Company’s Protein Detection segment was comprised of Vector.

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Depending on the service, the initial period ranges from one month to five months and the extension period ranges from one month to eight months .

Income from performing services under the TSA was recorded within other income in the consolidated statements of operations and was not significant for the year ended December 31, 2021.

Income from performing services under the TSA was recorded within other income in the consolidated statements of income and was not significant for the year ended December 31, 2021.

In August 2020, the Company entered into an agreement with an executive of Vector whereby the executive received incentive units of MLSH 1.

In connection with the divestiture, MLSH 1 amended this executive’s incentive units resulting in the recognition of incremental unit-based compensation expense in the Company’s consolidated financial statements of $ 2.4 million.

This unit-based compensation expense was recorded within selling, general and administrative in the consolidated statements of operations for the year ended December 31, 2021.

In connection with the divestiture, MLSH 1 amended this executive’s incentive units resulting in the

recognition of incremental unit-based compensation expense in the Company’s consolidated financial statements of $ 2.4 million.

This unit-based compensation expense was recorded within selling, general and administrative expenses in the consolidated statements of income for the year ended December 31, 2021.

Goodwill and Intangible Assets

The Company’s goodwill of $ 283.7 million and $ 152.8 million as of December 31, 2022 and 2021 respectively, represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed.

As of December 31, 2021, the Company had three reporting units, two of which are contained in the Nucleic Acid Production segment.

As of December 31, 2020, the Company had four reporting units, two of which were contained in the Nucleic Acid Production segment.

As of December 31, 2022 and 2021, the Company had three reporting units, two of which are contained in the Nucleic Acid Production segment.

During the year ended December 31, 2022, the Company recorded goodwill of $ 130.9 million in connection with the acquisition of MyChem that was completed in January 2022 (see Note 2).

The Company performed a qualitative goodwill impairment analysis on each of its three reporting units during the fourth quarter of 2022 and concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value and no further testing was required.

The qualitative impairment test was elected for these three reporting units because of the growth in revenue and cashflows in excess of our initial projections.

The Company has not recognized any goodwill impairment charges in any of the periods presented.

The following table summarizes the activity in the Company’s goodwill by segment for the periods presented (in thousands):

Nucleic Acid Production Biologics Safety Testing Protein Detection Total

Nucleic Acid Production Biologics Safety Testing Total

Balance as of December 31, 2021 $ 32,838 $ 119,928 $ 152,766

Divestiture — — ( 71,509 ) ( 71,509 )

Acquisition 130,902 — 130,902

Balance as of December 31, 2022 $ 163,740 $ 119,928 $ 283,668

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Total $ 194,721 $ 77,150 $ 117,571 8.1

The Company recognized $ 12.4 million, $ 12.7 million and $ 12.2 million of amortization expense from intangible assets directly linked with revenue generating activities within cost of revenue in the consolidated statement of operations for the years ended December 31, 2021, 2020, and 2019, respectively.

Amortization expense for intangible assets that are not directly related to sales generating activities of $ 5.9 million, $ 7.6 million and $ 8.0 million was recorded as selling, general and administrative expenses for each of the years ended December 31, 2021, 2020, and 2019, respectively.

In September 2021, the Company completed its divestiture of the Protein Detection segment (see Note 2).

This resulted in the derecognition of $ 41.7 million in net intangible assets associated with the divested segment.

During the first quarter of 2022, the Company recorded intangible assets of $ 123.4 million in connection with the acquisition of MyChem that was completed in January 2022 (see Note 2).

The Company recognized $ 21.5 million, $ 12.4 million and $ 12.7 million of amortization expense from intangible assets directly linked with revenue generating activities within cost of revenue in the consolidated statements of income for the years ended December 31, 2022, 2021 and 2020, respectively.

Amortization expense for intangible assets that are not directly related

to sales generating activities of $ 2.8 million, $ 5.9 million and $ 7.6 million was recorded as selling, general and administrative expenses for each of the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, the estimated future amortization expense for finite-lived intangible assets were as follows (in thousands):

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Total estimated amortization expense $ 216,663

Fair Value Measurements

The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Fair Value Measurement as of December 31, 2022

Level 1 Level 2 Level 3 Total

Interest rate cap $ — $ 11,362 $ — $ 11,362

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were insignificant.

Contingent Consideration

In connection with the acquisition of MyChem (see Note 2), the Company is required to make contingent payments to the sellers of up to $ 40.0 million, subject to achieving certain revenue thresholds.

The preliminary fair value of the liability for the contingent payments recognized upon the acquisition as part of the purchase accounting opening balance sheet totaled $ 7.8 million.

The preliminary fair value of the contingent consideration was determined using a Monte-Carlo simulation-based model discounted to present value.

Assumptions used in this calculation are expected revenue, a discount rate of 16.9 % and various probability factors.

The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures.

The contingent consideration projected year of payment is 2023.

This liability is considered to be a Level 3 financial liability that is remeasured each reporting period.

Changes in fair value of contingent consideration are recognized as a gain or loss and recorded within change in estimated fair value of contingent consideration in the consolidated statements of income.

During the second quarter of 2022, the Company recorded a $ 7.8 million decrease in the estimated fair value of contingent consideration.

This was due to a change in the estimate associated with MyChem revenue projections reaching thresholds that would trigger a contingent payment per the MyChem SPA.

The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period presented (in thousands):

Contingent Consideration

Balance as of December 31, 2021 $ —

Contingent consideration related to the acquisition of MyChem 7,800

Change in estimated fair value of contingent consideration ( 7,800 )

Balance as of December 31, 2022 $ —

Balance Sheet Components

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December 31, 2022 December 31, 2021

Land $ — $ 818

Buildings — 2,129

Buildings capitalized under lease finance obligations — 61,202

Leasehold improvements $ 20,095 $ 18,162

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Depreciation expense totaled approximately $ 7.6 million, $ 6.4 million and $ 5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Other assets consisted of the following as of the periods presented (in thousands):

December 31, 2022 December 31, 2021

Right-of-use assets $ 63,896 $ 49,095

Prepaid lease payments 27,253 —

Interest rate cap 11,362 541

Indemnification asset (see Note 2)

Other 5,396 3,815

Total other assets $ 115,589 $ 53,451

Accrued expenses and other current liabilities

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Employee related $ 19,873 $ 18,894

Inventory holdback liability 10,000 —

Accrued interest payable 7,700 145

Lease liabilities, current portion 6,269 3,722

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Total accrued expenses and other current liabilities $ 53,371 $ 34,574

The Company leases facilities, including office, laboratory and manufacturing space under long-term non-cancelable operating leases.

Burlingame, California Facility

In January 2020, the Company completed the sale of land, building and related building improvements specific to its facility in Burlingame, California for approximately $ 34.5 million in cash.

Simultaneously, with the close of the transaction, the Company leased the property for a two-and-a-half-year period, resulting in a total of $ 3.3 million in new lease obligations through December 31, 2021.

The Company’s sale of the building and immediate leaseback of the facility qualified for sale-leaseback accounting.

Upon adoption of ASC 842, the lease was reevaluated and classified as an operating lease.

Given the Company was considered to retain more than a minor part but less than substantially all of the use of the property, the present value of the minimum lease payment over the lease term of $ 3.1 million was required to be deferred and recognized as a reduction of rent expense over the life of the lease.

Net of the $ 3.1 million in deferred gain, the Company recognized a net gain on the sale of the asset of $ 19.0 million during the year ended December 31, 2020.

In August 2020, the Company executed a six-month extension for the leased property, including escalating rent payments, with total incremental lease payments associated with the extension of $ 1.8 million.

The unamortized deferred gain at the time of the modification, approximating $ 2.0 million, was amortized on a prospective basis over the extended lease term.

Upon execution of the amendment inclusive of escalating rent payments, expense was being recognized on a straight-line basis and the difference between the recognized rent expense and the amounts paid under the lease was being recorded as deferred rent included in other short-term and long-term liabilities on the consolidated balance sheet as of December 31, 2020.

Upon adoption of ASC 842, the Company reassessed the classification of the lease as of January 1, 2021 and determined it to be classified as an operating lease and the remaining unrecognized deferred gain of $ 1.7 million on adoption date was derecognized from the balance sheet.

The lease was subsequently assumed by Voyager as part of the divestiture of Vector in September 2021 (see Note 2).

Wateridge San Diego Facility

In July 2018, the Company entered into a lease for a new manufacturing facility (the “Wateridge San Diego Facility Lease”).

The lease included tenant improvement provisions for construction prior to occupancy.

Construction on this new manufacturing facility began in 2018 and Company evaluated the extent of its financial and operational involvement in the tenant improvements of the new facility related to the Wateridge San Diego Facility Lease to determine whether it was considered the owner of the construction project.

The Company concluded that it was deemed to be the owner of the facility for accounting purposes (even though it did not meet the definition for legal purposes) during the construction period and upon the completion of the construction.

The Company therefore recorded the fair value of the building asset and improvements, which was estimated to be $ 59.0 million and the related lease facility financing obligation of $ 51.2 million.

The difference between the gross asset value and the lease facility financing obligation represented the approximate $ 8.0 million of building improvement costs reimbursed by the Company.

In September 2020, the Company amended its Wateridge San Diego Facility Lease agreement to provide for additional manufacturing and office space.

The amended lease agreement provides for tenant improvements for construction prior to occupancy of $ 2.7 million, rent concessions, and escalating rent payments over the life of the lease which expires in May 2023.

As of December 31, 2020, the anticipated tenant improvement allowance was recorded as a component of the lease facility financing obligation a $ 2.0 million receivable for lessor-funded financing within prepaid and other current assets, and $ 0.7

million in construction in progress for costs incurred to date as the Company has earned the right to this portion of the tenant allowance.

Additionally, during 2020, the Company incurred incremental building improvement costs for the initially leased space.

As of December 31, 2020, the Company had recognized $ 20.4 million and $ 1.7 million in construction in progress and accrued expenses, respectively, within the consolidated balance sheet specific to this facility.

Upon adoption of Topic 842, the Company assessed the above Wateridge San Diego Facility Lease and determined that the Company was not the accounting owner of the construction projects and they would further be classified as operating leases.

Given the Company had previously recognized the building and financing lease obligation for the Wateridge San Diego Facility Lease as a result of the transactions build-to-suit designation under legacy GAAP, the Company derecognized the $ 59.0 million leased building and $ 55.1 million lease financing obligation from the balance sheet on January 1, 2021.

The unamortized cost incurred by the Company for lessor-owned tenant improvements of $ 8.0 million was recognized as a component of ROU Assets on January 1, 2021.

Southport Facility

The Company was also considered to be the accounting owner of its Southport, North Carolina leased facility (the “Southport Facility'') under legacy GAAP.

Upon adoption of Topic 842, the Company analyzed the Southport Facility lease under the new guidance and determined that the lease would be classified as an operating lease.

As the Company has previously recognized the building and financing lease obligation for the Southport Facility as a result of the transactions build-to-suit designation under legacy GAAP, the Company derecognized the $ 3.0 million leased building and $ 1.8 million lease financing obligation from the balance sheet on January 1, 2021.

All of the Company's office space and manufacturing facilities are occupied under operating lease arrangements with various expiration dates through 2030, some of which include options to extend the term of the lease.

The Company's leases have remaining lease terms of one year year to approximately 10 years, some of which may include options to extend the leases for up to 10 years.

Other long-term liabilities

Other long-term liabilities consisted of the following as of the periods presented (in thousands):

December 31, 2022 December 31, 2021

Non-current lease liabilities $ 51,556 $ 40,906

Accrued Retention Payments (see Note 2)

Acquisition related tax liability (see Note 2)

Other 413 160

Total other long-term liabilities $ 68,975 $ 41,066

Government Assistance

Cooperative Agreement

In May 2022, TriLink entered into a cooperative agreement (the “Cooperative Agreement”) with the U.S.

Department of Defense, as represented by the Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense on behalf of the Biomedical Advanced Research and Development Authority (“BARDA”), within the U.S.

Department of Health and Human Services, to advance the development of domestic manufacturing capabilities and to expand TriLink’s domestic production capacity in its San Diego manufacturing campus (the “Flanders San Diego Facility”) for products critical to the development and manufacture of mRNA vaccines and therapeutics.

Pursuant to certain requirements, BARDA awarded TriLink an amount equal to $ 38.8 million or 50 % of the construction and validation costs currently budgeted for the Flanders San Diego Facility.

The contract period of performance is May 2022 through December 2023, which is the effective date of the Cooperative Agreement through the anticipated date of completion of construction and validation of manufacturing capacity.

Amounts reimbursed are subject to audit and may be recaptured by the U.S.

Department of Defense in certain circumstances.

The Cooperative Agreement requires the Company to provide the U.S.

Government with conditional priority access and certain preferred pricing obligations for a 10-year period from the completion of the construction project for the production of a medical countermeasure (or a component thereof) that the Company manufactures in the Flanders San Diego Facility during a declared public health emergency.

During the year ended December 31, 2022, the Company has received $ 18.1 million of reimbursements under the Cooperative Agreement, with offsets recorded to:

(i) prepaid lease payments associated with Flanders I (as defined in Note 7) within other assets of $ 17.0 million;

and (ii) property and equipment of $ 1.1 million.

As of December 31, 2022, the Company has recorded a receivable of $ 8.2 million, with an equal offset recorded to prepaid lease payments associated with Flanders I within other assets on the consolidated balance sheet.

All of the Company's facilities, including office, laboratory and manufacturing space, are occupied under long-term non-cancelable operating lease arrangements with various expiration dates through 2037, some of which include options to extend up to 20 years.

The Company does not have any leases that include residual value guarantees.

The Company did not have any finance leases as of December 31, 2021.

The following table presents supplemental balance sheet information related to the Company's operating leases as of the period presented below (in thousands).

Line Item in the Consolidated Balance Sheet December 31, 2021

In July 2022, the Company entered into a facility lease agreement for additional office, warehouse and light lab space in San Diego, California.

The lease term began in July 2022 and will end in September 2026.

In December 2022, the Company’s lease for a new manufacturing facility in Leland, North Carolina commenced.

The Company entered into this lease in June 2021 and construction began in November 2021.

The lease is for 10 years with the option to extend for four 5-year periods.

The Company is reasonably certain to execute the first renewal option and has, therefore, recognized this as part of its ROU assets and lease liabilities.

The lease includes tenant improvement provisions, rent abatement, and escalating rent payments over the life of the lease.

The Company did not have any finance leases as of December 31, 2022 or 2021.

The following table presents supplemental balance sheet information related to the Company's operating leases as of the periods presented below (in thousands):

Line Item in the Consolidated Balance Sheet December 31, 2022 December 31, 2021

Right-of-use assets Other assets $ 63,896 $ 49,095

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Non-current lease liabilities Other long-term liabilities 51,556 40,906

The components of the net lease costs reflected in the Company's consolidated statement of operations were as follows for the period presented (in thousands):

The components of the net lease costs reflected in the Company's consolidated statements of income were as follows for the periods presented (in thousands):

Year Ended December 31,

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Total lease costs $ 11,542 $ 10,551

The weighted average remaining lease term and weighted average discount rate related to the Company's ROU assets and lease liabilities for its operating leases were as follows as of December 31, 2021:

December 31, 2022 December 31, 2021

Weighted average remaining lease term (in years) 7.9 8.2

Weighted average discount rate 6.5 % 5.1 %

Supplemental information concerning the cash flow impact arising from the Company's leases recorded in the Company's consolidated statement of cash flows is detailed in the following table for the period presented (in thousands):

Supplemental information concerning the cash flow impact arising from the Company's leases recorded in the Company's consolidated statements of cash flows is detailed in the following table for the periods presented (in thousands):

Year Ended December 31,

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Operating cash flows used for operating leases $ 7,049 $ 6,335

Non-cash transactions:

Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,513 $ —

As of December 31, 2022, the Company expects that its future minimum lease payments will become due and payable as follows (in thousands):

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Total lease liabilities $ 57,825

Lease Agreements Not Yet Commenced as of December 31, 2021

Leland Facility

In June 2021, the Company entered into a 10 year lease for a new manufacturing facility (the “Leland Facility”) with the option to extend the lease term for four 5-year periods.

The lease includes tenant improvement provisions for construction prior to occupancy of $ 3.6 million, a free rent period, and escalating rent payments over the life of the lease, which expires in 2032.

The total future minimum lease payments under the lease agreement are $ 12.7 million, with an option to extend subject to certain conditions.

Construction on this new manufacturing facility began in November 2021.

As of December 31, 2021, the Company did not have access to the space, concluded that the leasehold improvements were lessor owned, and determined that the lease has not yet commenced for accounting purposes.

Flanders San Diego Facility

In August 2021, the Company entered into an eleven year operating lease for a new manufacturing facility (the “Flanders San Diego Facility”) consisting of two buildings.

The lease included tenant improvement provisions for construction prior to occupancy.

The lease includes tenant improvement provisions for construction prior to occupancy of up to $ 11.5 million, rent abatement clauses, and escalating rent payments over the life of the lease, which expires in 2032.

The total future minimum lease payments under the lease agreement are $ 37.2 million, with optional term extensions subject to certain requirements.

Construction on the first and second building began in November 2021.

The Company concluded that it was not deemed to be the accounting owner of either buildings for accounting purposes during the construction period.

Prior to January 1, 2021, the Company accounted for leases under ASC 840.

Rent expense for each of the years ended December 31, 2020 and 2019 were approximately $ 3.2 million and $ 2.5 million, respectively.

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and under the previous lease accounting standard, minimum annual payments under the Company’s non-cancelable lease agreements, capital lease agreements, and lease financing obligations were as follows (in thousands):

Capital Leases Lease Facility Financing Obligations Operating Leases

2021 $ 50 $ 4,126 $ 2,777

2022 25 4,648 3,062

2023 — 5,014 1,336

2024 — 5,109 1,371

2025 — 5,071 1,104

Thereafter — 24,232 5,286

Total minimum payments 75 48,200 $ 14,936

amount representing interest ( 16 ) ( 27,830 )

Present value of future minimum lease payments 59 20,370

Residual value of lease facility financing obligations — 36,547

short-term lease facility financing obligations ( 36 ) ( 750 )

Long-term lease facility financing obligations $ 23 $ 56,167

Operating leases in the table above includes future minimum lease payments for the ground lease for the Southport Facility, Wateridge San Diego Facility, and Burlingame, California Facility.

As of December 31, 2022, the Company has entered into $ 37.1 million of contractually binding minimum lease payments for a lease executed but not yet commenced.

This amount is excluded from the above tables and relates to the lease of the Flanders San Diego Facility, which consists of two buildings (“Flanders I” and “Flanders II”).

Commitments and Contingencies

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Long-Term Debt

2020 Credit Agreements

In October 2020, Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of Topco LLC, along with its subsidiaries (the “New Borrowers”), entered into a credit agreement (the “Credit Agreement”) to refinance existing $ 400.0 million long-term debt with a new $ 780.0 million facility.

The Credit Agreement provides for a First Lien Term Loan (the “Term Loan”) of $ 600.0 million, maturing October 2027, and a Revolving Credit Facility (the “Revolving Credit Facility”) for up to $ 180.0 million in funding.

Credit Agreement

In October 2020, Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of Topco LLC, along with its subsidiaries Vector, TriLink and Cygnus (together with Intermediate, the “Borrowers”), entered into a credit agreement (as amended, the “Credit Agreement”) to refinance previously existing $ 400.0 million long-term debt with a new $ 780.0 million facility.

The Credit Agreement provides for a $ 600.0 million term loan facility, maturing October 2027 (the “Term Loan”), and a $ 180.0 million revolving credit facility (the “Revolving Credit Facility”).

The Credit Agreement amended and restated the Company’s prior credit agreement as of August 2018 (the “First and Second Lien Credit Agreements”).

In November 2020, the Company repaid $ 50.0 million of principal balance of the First Lien Term Loan using proceeds from the IPO.

Borrowings under the Credit Agreement bear interest (a) initially, at our option, either (i) at the Base Rate plus 3.25 % per annum or (ii) the Adjusted Eurocurrency Rate plus 4.25 % per annum and (b) after delivery of the compliance certificate for the fiscal quarter ended March 31, 2021, at our option, either at (i) the Base Rate plus the applicable margin of 3.25 % per annum with a stepdown to 3.00 % based on Intermediate’s first lien net leverage ratio or (ii) the Adjusted Eurocurrency Rate plus the margin of 4.25 % per annum with a stepdown to 4.00 % based on Intermediate’s first lien net leverage ratio.

Interest rates will also decrease an additional 0.25 % in any period if the Company’s credit ratings issued by Moody’s and S&P are B2 or better and B or better, respectively.

The Base Rate is defined as the greatest of (i) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (ii) the Federal Reserve Bank of New York Rate (“NYFRB”) plus 0.50 % per annum, (iii) the Adjusted Eurocurrency Rate for a one month interest period plus 1.00 % per annum, (iv) solely with respect to the initial term loans, 2.00 % per annum and (v) for any loans that are not initial term loans, 1.00 % per annum.

The “Adjusted Eurocurrency Rate” is defined as the greater of (a) with respect to the initial term loans the greater of (i) the Eurocurrency Rate for such interest period multiplied by the Statutory Reserve Rate (as such term is defined in the Credit Agreement), and (ii) 1.00 % and (b) with respect to the revolving loans, the greater of (i) the Eurocurrency Rate for such interest period multiplied by the Statutory Reserve Rate (as such term is defined in the Credit Agreement), and (ii) 0 %.

The “Eurocurrency Rate” is defined as the London Inter-bank Offered Rate (“LIBOR”) as displayed by Reuters (which if negative will be deemed to be 0 %) or, if LIBOR is unavailable, a rate based on historical LIBOR, as determined by the administrative agent under the Credit Agreement.

The Term Loan contains prepayment provisions that allow for, at the Company’s option, to prepay all or a portion of the principal amount at any time.

Subject to certain exceptions and limitations and reinvestment rights, the Company is required to repay borrowings under the Term Loan and Revolving Credit Facility with the proceeds of certain occurrences, such as the incurrence of debt and certain asset sales or dispositions.

Commending with the fiscal year ended December 31, 2021, and each fiscal year thereafter, the Credit Agreement requires mandatory prepayments on the Term Loan principal upon certain excess cash flow, subject to certain step-downs based on the Company’s first lien net leverage ratio.

The excess cash flow shall be reduced to 25 % or 0 % if the first lien net leverage ratio was equal to or less than 4.75 :1.00 or 4.25 :1.00, respectively, however, no prepayment shall be required to the extent excess cash flow calculated for such period is equal to or less than $ 10.0 million.

As of December 31, 2021, our first lien net leverage ratio was less than 4.25 :1.00 thus the prepayment provision was not triggered.

The Term Loan is repayable in quarterly payments of $ 1.5 million which began on on March 31, 2021, with all remaining outstanding principal due at maturity in October 2027.

All outstanding amounts drawn under the Revolving Credit Facility will become due at maturity in October 2025.

Accrued interest under the Credit Agreement is generally payable quarterly in arrears on the date of any repayment or prepayment and at maturity.

In addition to paying interest on outstanding principal under the Credit Agreement we are required to pay a commitment fee to the lenders under the Revolving Credit Facility for any unutilized commitments at 0.375 % per annum, with one stepdown to 0.25 % per annum based on Intermediate’s first lien net leverage ratio calculation.

As of December 31, 2021, the interest rate on the Term Loan was 4.75 % per annum.

In August 2021, in conjunction with the Company’s divestiture of the Protein Detection segment, the Company transferred, per the existing terms of the Credit Agreement, the portion of the Term Loan held by Vector of $ 118.4 million to Intermediate in its entirety.

This amount was not assumed by the counterpart as part of the divestiture of Vector.

Total outstanding debt and loan covenant requirements remained unchanged as a result of the divestiture.

In January 2022, the Company entered into an amendment (the “Amendment”) to the Credit Agreement to:

(i) refinance $ 544.0 million in aggregate principal amount of first lien term loans initially issued thereunder (the “First Lien Term Loan”) and to replace it with a Tranche B Term Loan (the “Tranche B Term Loan”);

(ii) replace the London Interbank Offered Rate (“LIBOR”) based interest rate with a Term Secured Overnight Financing Rate (“SOFR”) based rate;

and (iii) reduce the interest rate margins applicable to the Term Loan and Revolving Credit Facility under the Credit Agreement.

The previous interest rate margin on the facilities was, with respect to each LIBOR-based loan, 3.75 % to 4.25 % and, with respect to each base rate-based loan, 2.75 % to 3.25 % (depending, in each case, on consolidated first lien leverage).

Following the Amendment, the interest rate margin on the facilities is 3.00 %, with respect to each Term SOFR-based loan, and 2.00 %, with respect to each base rate-based loan.

Further, the Amendment reduces the base rate floor for the term loans from 2.00 % to 1.50 %, sets the floor for Term SOFR-based term loans at 0.50 % and sets the floor for Term SOFR-based revolving loans at 0.00 %.

No other significant terms under the Credit Agreement were changed in connection with the Amendment.

As of December 31, 2022, the interest rate on the Tranche B Term Loan was 6.96 % per annum.

The Credit Agreement also provides for a $ 20.0 million limit for letters of credit, which remained unused as of December 31, 2022.

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Borrowings under the Credit Agreement are also secured by a first-priority lien and security interest in substantially all of the assets (subject to certain exceptions) of existing and future material domestic subsidiaries of Topco LLC that are loan parties.

The accounting related to entering into the Credit Agreement and using the proceeds to pay off the First and Second Lien Credit Agreements were evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment.

The accounting related to entering into the Credit Agreement in October 2020 and using the proceeds to pay off the First and Second Lien Credit Agreements were evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment.

Certain creditors under the First and Second Lien Credit Agreements did not participate in this refinancing transaction and ceased being creditors of the Company and the repayment of their related outstanding debt balances has been accounted for as an extinguishment of debt.

Proceeds of borrowings from new lenders were accounted for as a new debt financing.

The Company recorded a loss on extinguishment of debt of $ 7.6 million in the accompanying consolidated statement of operations for the year ended December 31, 2020.

The Company recorded a loss on extinguishment of debt of $ 7.6 million in the accompanying consolidated statements of income for the year ended December 31, 2020.

For the remainder of the creditors, this transaction was accounted for as a modification because the present value of cash flows between the two term loans before and after the transaction was less than 10% on a creditor-by-creditor basis.

As part of the refinancing, the Company incurred $ 15.8 million of various costs, of which $ 6.0 million related to an original issuance discount, and were all capitalized in the accompanying balance sheet within long-term debt, and are subject to amortization over the term of the refinanced debt as an adjustment to interest expense using the effective interest method.

We also incurred $ 3.5 million of financing-related fees related to the Revolving Credit Facility.

As of December 31, 2021 and 2020, $ 2.7 million and $ 3.4 million, respectively, of such unamortized debt issuance costs are recorded as assets within other assets on our consolidated balance sheets as there is no balance outstanding related to the Revolving Credit Facility.

In conjunction with the Company’s divestiture of the Protein Detection segment, the Company transferred, per the existing terms of the Credit Agreement, the portion of the Term Loan held by Vector of $ 118.4 million to Intermediate in its entirety.

This amount was not assumed by Voyager as part of the divestiture.

Total outstanding debt and loan covenant requirements remained unchanged as a result of the divestiture.

The Credit Agreement contains certain covenants, including, among other things, covenants limiting our ability to incur or prepay existing certain indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes in the nature of the business.

Additionally, the Credit Facility also requires us to maintain a certain net leverage ratio.

All obligations under the Credit Facility are unconditionally guaranteed by the assets of substantially all of our subsidiaries.

The accounting related to entering into the Amendment in January 2022 was evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment.

Certain creditors under the First Lien Term Loan did not participate in this refinancing transaction, were repaid their principal and interest of $ 8.5 million and ceased being creditors of the Company and the repayment of their related outstanding debt balances has been accounted for as an extinguishment of debt.

Proceeds of borrowings from new lenders of $ 8.5 million were accounted for as a new debt financing.

The Company recorded a loss on extinguishment of debt of $ 0.2 million in the accompanying consolidated statements of income during the year ended December 31, 2022.

For the remainder of the creditors, this transaction was accounted for as a modification because the change in present value of cash flows between the two term loans before and after the transaction was less than 10% on a creditor-by-creditor basis.

As part of the refinancing, the Company incurred $ 0.9 million of various costs, of which an insignificant amount was related to an original issuance discount, and were all capitalized in the accompanying balance sheet within long-term debt and are subject to amortization over the term of the refinanced debt as an adjustment to interest expense using the effective interest method.

We also incurred $ 3.5 million and $ 0.3 million of financing-related fees related to the Revolving Credit Facility in connection with the debt refinancing activities in October 2020 and January 2022, respectively.

As of December 31, 2022, unamortized debt issuance costs totaled $ 2.2 million and are recorded as assets within other assets on the accompanying consolidated balance sheet as there is no balance outstanding related to the Revolving Credit Facility.

Commencing with the fiscal year ended December 31, 2021, and each fiscal year thereafter, the Credit Agreement requires mandatory prepayments on the Term Loan principal upon certain excess cash flow, subject to certain step-downs based on the Company’s first lien net leverage ratio.

As of December 31, 2022, our first lien net leverage ratio was less than 4.25 :1.00.

Thus, a prepayment provision was not required.

The Tranche B Term Loan became repayable in quarterly payments of $ 1.4 million beginning in March 2022, with all remaining outstanding principal due in October 2027.

The Tranche B Term Loan includes prepayment provisions that allow the

Company, at our option, to repay all or a portion of the principal amount at any time.

The Revolving Credit Facility allows the Company to repay and borrow from time to time until October 2025, at which time all amounts borrowed must be repaid.

Subject to certain exceptions and limitations, we are required to repay borrowings under the Tranche B Term Loan and Revolving Credit Facility with the proceeds of certain occurrences, such as the incurrence of debt, certain equity contributions and certain asset sales or dispositions.

Accrued interest under the Credit Agreement is payable by us (a) quarterly in arrears with respect to Base Rate loans, (b) at the end of each interest rate period (or at each three-month interval in the case of loans with interest periods greater than three months) with respect to Term SOFR Rate loans, (c) on the date of any repayment or prepayment and (d) at maturity (whether by acceleration or otherwise).

An annual commitment fee is applied to the daily unutilized amount under the Revolving Credit Facility at 0.375 % per annum, with one stepdown to 0.25 % per annum based on Intermediate’s first lien net leverage ratio calculation.

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 also requires us to maintain a certain net leverage ratio.

The Company was in compliance with these covenants as of December 31, 2022.

First and Second Lien Credit Agreement

In August 2018, Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of ours, along with its subsidiaries (together with Intermediate, the “Borrowers”) entered into a first lien credit agreement (the “First Lien Credit Agreement”) with leading institutions for term loan borrowings (the “First Lien Term Loan”) totaling $ 250.0 million and a second lien credit agreement (the “Second Lien Credit Agreement”) for term loan borrowings (the “Second Lien Term Loan”) totaling $ 100.0 million, to refinance a combined debt agreement entered into in 2017, including repayment of all outstanding senior secured credit facilities and senior subordinated notes outstanding and to allow for a $ 52.0 million distribution to our members.

First and Second Lien Credit Agreements

In August 2018, Intermediate, along with its subsidiaries, entered into a first lien credit agreement (the “First Lien Credit Agreement”) with leading institutions for term loan borrowings (the “First Lien Term Loan”) totaling $ 250.0 million and a second lien credit agreement (the “Second Lien Credit Agreement”) for term loan borrowings (the “Second Lien Term Loan”) totaling $ 100.0 million, to refinance a combined debt agreement entered into in 2017, including repayment of all outstanding senior secured credit facilities and senior subordinated notes outstanding and to allow for a $ 52.0 million distribution to our members.

The First Lien Credit Agreement also provided for a revolving credit facility (the “Revolving Credit Facility”) of $ 50.0 million for letters of credit and loans to be used for working capital and other general corporate financing purposes, of which $ 15.0 million was drawn down in March 2020 to provide financing for the acquisition of MockV and other operating uses.

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Interest Rate Cap

In the first fiscal quarter of 2021, the Company entered into a new interest rate cap agreement to manage a portion of its variable interest rate risk on its outstanding long-term debt.

The contract, effective March 31, 2021, entitles the Company to receive from the counterparty at each calendar quarter end the amount, if any, by which a specified defined floating market rate exceeds the cap strike interest rate, applied to the contract’s notional amount of $ 415.0 million The floating rate of interest is reset at the end of each three month period.

The contract expires on March 31, 2023.

The interest rate cap agreement has not been designated as a hedging relationship and its fair value was insignificant for all periods presented.

In the first quarter of 2021, the Company entered into an interest rate cap agreement to manage a portion of its variable interest rate risk on its outstanding long-term debt.

The contract, which was effective March 31, 2021, entitles the Company to receive from the counterparty at each calendar quarter end the amount, if any, by which a specified defined floating market rate exceeds the cap strike interest rate, applied to the contract’s notional amount of $ 415.0 million The floating rate of interest is reset at the end of each three month period.

The contract was set to expire on March 31, 2023.

In May 2022, the Company amended the interest rate cap agreement, effective June 30, 2022, to increase the contract’s notional amount to $ 500.0 million and to extend the maturity date to January 19, 2025.

Additionally, the floating rate option changed from a LIBOR-based rate to a SOFR-based rate.

Other provisions remained unchanged as a result of the amendment.

Premiums paid to amend the interest rate cap agreement were immaterial.

The interest rate cap agreement has not been designated as a hedging relationship and has been recognized on the consolidated balance sheet at fair value of $ 11.4 million within other assets with changes in fair value recognized within interest expense in the consolidated statements of income.

The Company’s long-term debt consisted of the following as of the periods presented (in thousands):

December 31, 2022 December 31, 2021

Tranche B Term Loan $ 538,560 $ —

First Lien Term Loan — 544,000

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As of December 31, 2022, the aggregate future principal maturities of the Company’s debt obligations for each of the next five years, based on contractual due dates, were as follows (in thousands):

Thereafter 514,000

Total long-term debt $ 538,560

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• The issuance of shares of the Company’s Class B common stock to Maravai Life Sciences Holdings, LLC (“MLSH 1”) which was Topco LLC’s pre-IPO owner on a one -to-one basis with the number of LLC Units owned;

• The acquisition, by merger, of two members of Topco LLC (“the Blocker Entities”), for which we issued 28,965,664 shares of Class A common stock and paid cash of $ 208.1 million as consideration (“the Blocker Mergers”).Prior to the Organizational Transactions, Topco LLC had established a single class of common units with MLSH 1 as its sole member.

Prior to the Organizational Transactions, Topco LLC had established a single class of common units with MLSH 1 as its sole member.

Topco LLC was authorized to issue up to 253,916,941 common units.

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Topco LLC’s common units have no conversion rights, special preferences or redemption rights.

No capital contributions were received by Topco LLC from MLSH 1 in 2019.

Prior to the Organizational Transactions, a distribution was made by Topco LLC to MLSH 1 in the amount of $ 88.6 million, with a subsequent distribution of $ 8.2 million in December 2020, totaling $ 96.7 million of distributions for the year ended December 31, 2020.

There were no distributions made to MLSH 1 during the year ended December 31, 2019.

Amendment and Restatement of Certificate of Incorporation

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Except as otherwise required in the Certificate of Incorporation or by applicable law, the holders of Class A common stock and Class B common stock shall vote together as a single class on all matters on which stockholders are generally entitled to vote.

Holders of the Class A common stock are

entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s pro rata remaining assets available for distribution.

Holders of the Class A common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s pro rata remaining assets available for distribution.

Holders of Maravai’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of Maravai.

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The selling stockholders were responsible for the underwriting discounts and commissions of the April 2021 Secondary Offering and received all of the net proceeds of $ 624.2 million from the sale of shares of Class A common stock.

The Company was responsible for the offering costs associated with the April 2021 Secondary Offering of $ 1.0 million which were recorded within selling, general and administrative in the consolidated statements of operations.

September 2021 Exchange and Secondary Offering

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The selling stockholders were responsible for the underwriting discounts and commissions of the September 2021 Secondary Offering and received all of the net proceeds of $ 977.5 million from the sale of shares of Class A common stock.

was responsible for the offering costs associated with the September 2021 Secondary Offering of $ 0.9 million which were recorded within selling, general and administrative in the consolidated statements of operations.

The Company was responsible for the offering costs associated with the September 2021 Secondary Offering of $ 0.9 million which were recorded within selling, general and administrative expenses in the consolidated statements of income.

Cash Contribution, Exchange, and Forfeiture Agreement

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The purpose of the Contribution Agreement was to reduce the excess cash that had accumulated at the Company as a result of quarterly tax distributions it has received from Topco LLC since its IPO.

Net Income (Loss) Per Class A Common Share/Unit Attributable to Maravai LifeSciences Holdings, Inc.

Net income (loss) per unit for periods prior to our IPO have not been retrospectively adjusted to give effect to the Organizational Transactions described in Note 8 and the 69,000,000 shares of Class A common stock sold in our IPO.

Net Income Per Class A Common Share/Unit Attributable to Maravai LifeSciences Holdings, Inc.

Net income per unit for periods prior to our IPO have not been retrospectively adjusted to give effect to the Organizational Transactions described in Note 10 and the 69,000,000 shares of Class A common stock sold in our IPO.

Additionally, basic net income per Class A common stock for the year ended December 31, 2020, has been calculated by dividing net income for the period, adjusted for preferred unit dividends attributable to MLSC non-controlling interests and net income (loss) attributable to non-controlling interests, by the weighted average Class A common stock outstanding during the period.

Basic net income per Class A common stock for the year ended December 31, 2021, has been calculated by dividing net income for the period, adjusted for net income attributable to non-controlling interests, by the weighted average Class A common stock outstanding during the period.

Diluted net income (loss) per Class A common share/unit gives effect to potentially dilutive securities by application of the treasury stock method or if-converted method, as applicable.

Basic net income per Class A common stock for the years ended December 31, 2022 and 2021, have been calculated by dividing net income for the period, adjusted for net income attributable to non-controlling interests, by the weighted average Class A common stock outstanding during the period.

Diluted net income per Class A common share/unit gives effect to potentially dilutive securities by application of the treasury stock method or if-converted method, as applicable.

Diluted net income per share of Class A common stock attributable to the Company is computed by adjusting the net income and the weighted-average number of shares of Class A common stock outstanding to give effect to potentially diluted securities.

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In September 2020, the Company also agreed and subsequently repurchased all MLSC Incentive Units, however, such incentive units remained outstanding until October 2020, and had the potential to be dilutive to earnings per unit until they were repurchased.

Prior to the Organizational Transactions and IPO, basic net loss per common unit attributable to our member for the year ended December 31, 2019 is based on the weighted average number of common units outstanding during the period.

Diluted net loss per common unit is computed by adjusting the net loss and the weighted-average number of common units outstanding to give effect to potentially dilutive securities.

The following table presents the computation of basic and diluted net income per common share/unit attributable to the Company for the periods presented (in thousands, except per share and per unit amounts):

1 unchanged sentence

2022 2021 2020

Net income (loss) per Class A common share/unit:

Numerator—basic:

Net income (loss) $ 469,250 $ 78,816 $ ( 5,201 )

Net income $ 490,663 $ 469,250 $ 78,816

preferred unit dividends attributable to the MLSC non-controlling interests — — ( 15,270 )

(income) loss attributable to common non-controlling interests ( 270,458 ) ( 287,213 ) 13,342

Net income (loss) attributable to Maravai LifeSciences Holdings, Inc.—basic $ 182,037 $ 76,888 $ ( 8,486 )

Numerator—diluted:

Net income (loss) attributable to Maravai LifeSciences Holdings, Inc.—basic $ 182,037 $ 76,888 $ ( 8,486 )

Net income attributable to Maravai LifeSciences Holdings, Inc.—basic 220,205 182,037 76,888

Net income (loss) effect of dilutive securities:

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Effect of the assumed conversion of Class B common stock 205,984 220,187 ( 8,802 )

Net income (loss) attributable to Maravai LifeSciences Holdings, Inc.—diluted $ 402,356 $ 68,086 $ ( 8,486 )

Denominator—basic:

Weighted average Class A common shares/units outstanding—basic (1)

114,791 10,351 253,917

Net income (loss) per Class A common share/unit—basic $ 1.59 $ 7.43 $ ( 0.03 )

Denominator—diluted:

Net income attributable to Maravai LifeSciences Holdings, Inc.—diluted $ 426,276 $ 402,356 $ 68,086

Weighted average Class A common shares/units outstanding—basic 131,545 114,791 10,351

114,791 10,351 253,917

Weighted average effect of dilutive securities:

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Weighted average Class A common shares/units outstanding—diluted 255,323 257,803 28,908

257,803 28,908 253,917

Net income (loss) per Class A common share/unit—diluted $ 1.56 $ 2.36 $ ( 0.03 )

____________________

(1) Amounts for the years ended December 31, 2021 and 2020 represent shares of Class A common stock outstanding.

Amounts for the year ended December 31, 2019 represent Topco LLC units outstanding.

Net income per Class A common share/unit attributable to Maravai LifeSciences Holdings, Inc.:

Basic $ 1.67 $ 1.59 $ 7.43

Diluted $ 1.67 $ 1.56 $ 2.36

Shares of Class B common stock do not share in the earnings or losses of the Company, and are therefore not participating securities.

As such, a separate presentation of basic and diluted net income (loss) per share for Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share/unit for the periods presented because their effect would have been anti-dilutive for the periods presented (in thousands):

As such, a separate presentation of basic and diluted net income per share for Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net income per share/unit for the periods presented because their effect would have been anti-dilutive for the periods presented (in thousands):

Year Ended December 31,

2022 2021 2020

Time-based incentive units — — 11,396

Performance-based incentive units — — 2,849

Restricted stock units 74 — —

Stock options 2,769 355 1,535

Shares estimated to be purchased under employee stock purchase plan 13 12 51

367 1,586 14,245

Total 2,856 367 1,586

Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net income per share of Class A common stock attributable to the Company for that period.

The Company had contingently issuable PSUs outstanding that did not meet the market conditions as of December 31, 2022 and, therefore, were excluded from the calculation of diluted net income per share of Class A common stock attributable to the Company.

The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was insignificant as of December 31, 2022.

These amounts were also excluded from the potentially dilutive securities in the table above.

The Company had no contingently issuable PSUs outstanding as of December 31, 2021 or 2020.

Equity Incentive Plans

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In November 2020, the Company’s board of directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”).

The 2020 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each of the

first 10 calendar years during the term of the 2020 Plan, by the lesser of (i) 4 % of the total number of shares of Class A common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of Class A common stock determined by our board of directors or compensation committee.

The 2020 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each of the first 10 calendar years during the term of the 2020 Plan, by the lesser of (i) 4 % of the total number of shares of Class A common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of Class A common stock determined by our board of directors or compensation committee.

Shares of Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the 2020 Plan.

All awards granted under the 2020 Plan are intended to be treated as (i) stock options, including incentive stock options (“ISOs”), (ii) stock appreciation rights (“SARs”), (iii) restricted share awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) dividend equivalents, or (vi) other stock or cash awards as may be determined by the plan’s administrator from time to time.

All awards granted under the 2020 Plan are intended to be treated as (i) stock options, including incentive stock options (“ISOs”), (ii) stock appreciation rights (“SARs”), (iii) restricted share awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) performance awards, (vi) dividend equivalents, or (vii) other stock or cash awards as may be determined by the plan’s administrator from time to time.

The term of each option award shall be no more than 10 years from the date of grant.

The exercise price of a stock option shall not be less than 100 % (or, in the case of an ISO granted to a ten percent stock holder, 110 %) of the fair market value of the shares on the date of grant.

As of December 31, 2021, only stock options and restricted stock units have been issued.

The exercise price of a stock option shall not be less than 100 % (or, in the case of an ISO granted to a ten percent stockholder, 110 %) of the fair market value of the shares on the date of grant.

As of December 31, 2022, only stock options, RSUs and PSUs have been issued.

In November 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”) to assist employees in acquiring a stock ownership interest in the Company and to encourage them to remain in the employment of the Company.

2 unchanged sentences

Compensation expense recognized for the ESPP was insignificant for all periods presented.

In October 2022, the Company issued PSUs to an executive employee under the 2020 Plan.

The PSUs vest only if the executive employee satisfies a service-based vesting condition and market condition.

The executive employee must remain employed through the third anniversary of the grant date.

The award is eligible to vest based on the achievement of certain price targets of the Company’s stock price over a defined performance period.

Compensation expense recognized for these PSUs was insignificant for the year ended December 31, 2022.

There was no compensation expense related to PSUs during the years ended December 31, 2021 or 2020.

Stock Options

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Year Ended December 31,

2022 2021 2020

Expected volatility 51.3 % 57.2 % 59.0 %

2 unchanged sentences

Expected dividend yield — % — % — %

Stock-based compensation expense related to stock options was $ 4.6 million and $ 0.6 million for the years ended December 31, 2021 and 2020, respectively.

The total fair value of stock options vested was $ 4.3 million for the year ended December 31, 2021.

Stock-based compensation expense related to stock options was $ 8.1 million, $ 4.6 million and $ 0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The total fair value of stock options vested was $ 7.7 million and $ 4.3 million for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the total unrecognized stock-based compensation related to stock options was $ 27.7 million, which is expected be recognized over a weighted-average period of approximately 3.0 years.

Restricted Stock Units

The Company began granting restricted stock unit awards to non-employee directors during 2020.

The following table summarizes RSU activity:

The Company has granted restricted stock unit awards to employees and non-employee directors.

The following table summarizes information related to RSUs:

Restricted Stock Units

3 unchanged sentences

Vested ( 69 ) 33.25

Forfeited ( 65 ) 27.30

Balance as of December 31, 2022 1,331 $ 21.04

Stock-based compensation expense related to RSUs was $ 0.8 million and $ 0.1 million for the years ended December 31, 2021 and 2020, respectively.

The total fair value of RSUs vested was $ 0.9 million for the year ended December 31, 2021.

Stock-based compensation expense related to RSUs was $ 8.2 million, $ 0.8 million and $ 0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The total fair value of RSUs vested was $ 1.0 million and $ 0.9 million for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the total unrecognized equity-based compensation related to RSUs was $ 25.7 million, which is expected be recognized over a weighted-average period of approximately 2.4 years.

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Topco LLC paid $ 9.1 million to settle the Repurchase Agreements in October 2020.

Unit-based compensation expense related to MLSC Incentive Unit awards was approximately $ 1.5 million and $ 0.4 million for the years ended December 31, 2020 and 2019, respectively.

The total fair value of the MLSC Incentive Units vested was $ 0.9 million and $ 0.6 million for the years ended December 31, 2020 and 2019, respectively.

Unit-based compensation expense related to MLSC Incentive Unit awards was approximately $ 1.5 million for the year ended December 31, 2020.

The total fair value of the MLSC Incentive Units vested was $ 0.9 million for the year ended December 31, 2020.

MLSH 1 Incentive Units

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In connection with the divestiture of its Protein Detection business, the Company recognized incremental unit-based compensation expense of $ 2.4 million related to an amended agreement with an executive of Vector (see Note 2).

This unit-based compensation expense was recorded within selling, general and administrative in the consolidated statements of operations for the year ended December 31, 2021.

This unit-based compensation expense was recorded within selling, general and administrative expenses in the consolidated statements of income for the year ended December 31, 2021.

Unit-based compensation expense related to MLSH 1 Incentive Unit awards was approximately $ 0.7 million, $ 3.9 million and $ 22.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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Equity-Based Compensation

The following table summarizes the total equity-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands):

The following table summarizes the total equity-based compensation expense included in the Company’s consolidated statements of income for the periods presented (in thousands):

Year Ended December 31,

1 unchanged sentence

Cost of sales $ 4,192 $ 1,915 $ 282

Research and development 280 131 211

Selling, general and administrative 13,349 8,263 24,216

Research and development 1,129 280 131

Total equity-based compensation $ 18,670 $ 10,458 $ 24,629

Repurchase of Non-Controlling Interests

In September 2020, Topco LLC and MLSH 1 entered into a Sale and Rollover Agreement with the President of Cygnus Technologies and his affiliated entity (collectively, the “Investors”) to purchase 43,264 MLSC Class B preferred units and

18,387,206 MLSC common units held by the Investors for approximately $ 120.0 million.

In October 2020, Topco LLC repurchased $ 120.0 million of the MLSC Class B preferred and common units for cash.

1 unchanged sentence

In November 2020, and before the IPO, MLSH 1 exchanged its MLSH 1 common units for the remaining MLSC Class B preferred and common units and contributed the MLSC Class B preferred and common units to Topco LLC in a common control transaction.

The difference between the consideration to be paid to the Investors associated with the non-controlling interests of $ 166.4 million and the carrying amount of the non-controlling interests in MLSC of $ 4.8 million was recorded, in the activity prior to the IPO and related Organizational Transactions, as a $ 161.6 million reduction in members’ equity in the consolidated statement of stockholders’/members’ equity.

The difference between the consideration to be paid to the Investors associated with the non-controlling interests of $ 166.4 million and the carrying amount of the non-controlling interests in MLSC of $ 4.8 million was recorded, in the activity prior to the IPO and related Organizational Transactions, as a $ 161.6 million reduction in member’s equity in the consolidated statements of stockholders’/member’s equity.

In November 2020, the MLSC LLC Agreement was amended and restated to recapitalize the outstanding equity into 1,000 common units.

As of December 31, 2021, we are subject to U.S.

As of December 31, 2022 and 2021, we are subject to U.S.

federal and state income taxes with respect to our allocable share of any taxable income or loss of Topco LLC, as well as any stand-alone income or loss we generate.

1 unchanged sentence

Instead, Topco LLC’s taxable income or loss is passed through to its members, including us.

As of December 31, 2020, we were also subject to U.S.

federal and state corporate income taxes with respect to Maravai Inc.

and its subsidiaries who are taxpaying entities in the U.S., Canada, and the U.K.

During the year ended December 31, 2021, Maravai Inc.’s subsidiaries were sold and Maravai Inc.

ceased to be a regarded entity and was deemed liquidated for U.S.

tax purposes.

and its subsidiaries’ activity prior to their disposal is included in our continuing operations.

Components of income (loss) from continuing operations before income taxes for the periods presented were as follows (in thousands):

Components of income from continuing operations before income taxes for the periods presented were as follows (in thousands):

Year Ended December 31,

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International — ( 88 ) ( 316 )

Total income (loss) from continuing operations $ 530,765 $ 81,696 $ ( 5,853 )

Total income from continuing operations $ 551,472 $ 530,765 $ 81,696

Income tax expense (benefit) consisted of the following for the periods presented (in thousands):

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Total deferred tax expense (benefit) 42,318 46,904 ( 5,464 )

Total provision (benefit) for income taxes $ 61,515 $ 2,880 $ ( 652 )

Total provision for income taxes $ 60,809 $ 61,515 $ 2,880

A reconciliation between the Company’s effective tax rate and the applicable U.S.

federal statutory income tax rate as of the periods presented is summarized as follows:

As of December 31,

2021 2020 2019

December 31, 2022 December 31, 2021 December 31, 2020

Federal statutory rate 21.0 % 21.0 % 21.0 %

2 unchanged sentences

Income of non-controlling interest ( 10.3 ) ( 11.4 ) ( 18.9 )

Rate effect from pass-through entity — — ( 11.1 )

Taxable (loss) gain on subsidiary liquidation — ( 0.7 ) 2.7

1 unchanged sentence

Research and development credits ( 0.1 ) ( 0.4 ) ( 0.1 )

Uncertain tax positions — — 2.5

Valuation allowance 0.1 0.1 ( 1.5 )

6 unchanged sentences

Investment in Topco LLC $ 636,498 $ 675,855

Deductions to be received for Tax Receivable Agreement payments 154,093 81,123

Deductions to be received for the Tax Receivable Agreement payments 148,681 154,093

Capital loss carryforward 3,265 —

Other 1,131 1,249

2 unchanged sentences

Total deferred tax assets, net of valuation allowance $ 765,799 $ 808,117

Deferred tax liabilities

Intangible assets — ( 11,341 )

Total deferred tax liabilities — ( 11,341 )

Total net deferred tax asset $ 808,117 $ 423,090

As a result of the Organizational Transactions, IPO, and subsequent exchanges and financing, we acquired LLC Units and recognized a deferred tax asset for the difference between the financial reporting and tax basis of our investment in Topco LLC which included net deferred tax assets of $ 765.8 million primarily associated with:

(i) $ 675.9 million related to temporary differences in the book basis as compared to the tax basis of our Company’s investment in Topco LLC and (ii) $ 154.1 million related to tax benefits from future deductions attributable to payments under the TRA and (iii) $ 23.1 million valuation allowance on these items.

(i) $ 636.5 million related to temporary differences in the book basis as compared to the tax basis of our Company’s investment in Topco LLC and (ii) $ 148.7 million

related to tax benefits from future deductions attributable to payments under the TRA, (iii) $ 3.3 million related to capital loss carryforwards generated during the sale of Vector, and (iv) $ 23.8 million valuation allowance on these items.

The valuation allowance increased by $ 0.7 million and $ 9.4 million during the years ended December 31, 2022 and 2021, respectively.

2 unchanged sentences

However, a portion of the deferred tax asset may only be realizable through the sale or liquidation of the investment and our ability to generate sufficient capital gains.

Therefore, the change in the valuation allowance during

December 31, 2021, is primarily due to the establishment of a $ 23.1 million valuation allowance to reflect the deferred tax asset that is more likely than not to not be realized.

Therefore, the change in the valuation allowance during December 31, 2022 is primarily due to an increase to reflect the deferred tax asset that is more likely than not to not be realized.

Net operating loss (“NOL”) and tax credit carryforwards as of December 31, 2022 were as follows (in millions):

Amount Expiration Years

Net operating losses, state (1)

$ 6.9 Beginning in 2034

Capital loss carryforward $ 3.3 2026

Tax credits, state $ 0.1 CA - Do not expire

____________________

(1) The carryforward rules for state net operating losses vary from state to state with some states not having an expiration date.

As of December 31, 2021 and 2020, the Company had insignificant unrecognized tax benefits, all of which would affect the effective tax rate if recognized.

The Company does not expect any significant increases or decreases to our unrecognized tax benefits in the next twelve months.

The Company recognizes interest related to uncertain tax benefits as a component of income tax expense.

As of December 31, 2022 and 2021, the Company had $ 6.3 million and $ 0.2 million of unrecognized tax benefits, all of which would affect the effective tax rate if recognized.

The Company expects our unrecognized tax benefits may decrease by $ 1.9 million in the next twelve months due to statute expiration.

The Company recognizes interest related to uncertain tax benefits as a component of income tax expense, including $ 1.0 million recognized during the year ended December 31, 2022.

The aggregate changes in the balance of the Company’s unrecognized tax benefits were as follows for the periods presented (in thousands):

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The Company files income tax returns in the U.S.

federal jurisdiction and various states and is not under audit by taxing authorities in any of these jurisdictions.

With a few exceptions, the Company is no longer subject to U.S.

federal jurisdiction and various states.

The Company received a notification on November 2, 2022 from the Internal Revenue Service (“IRS”) informing us of initiated administrative proceedings (audit) of Maravai Life Sciences Holdings, LLC’s 2020 tax year.

We do not have any further information or communication from the taxing authorities with regards to their requests at this time.

The Company is no longer subject to U.S.

federal, state, and local, or non-U.S.

income tax examinations for years before 2017 except for utilization of NOL carryforwards.

Payable to Related Parties Pursuant to the TRA

Pursuant with our IPO, we entered into a TRA with MLSH 1 and MLSH 2.

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, as a result of the Organizational Transactions, IPO, and subsequent exchanges.

income tax examinations for years before 2018.

Payable to Related Parties Pursuant to the Tax Receivable Agreement

We are a party to a TRA with MLSH 1 and MLSH 2.

The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85 % of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, IPO and any subsequent purchases or exchanges of LLC Units of Topco LLC.

Based on our current projections of taxable income, and before deduction of any specially allocated depreciation and amortization, we anticipate having enough taxable income to utilize most of these tax benefits.

Accordingly, in November 2020 a liability of $ 389.5 million payable to the MLSH 1 and MLSH 2 under the TRAs was established.

This liability was increased by $ 137.7 million and $ 227.4 million as a result of the April 2021 Secondary Offering and September 2021 Secondary Offering, respectively.

The liability also increased by $ 1.0 million as a result of the Company’s cash contribution to Topco LLC in December 2021.

During the year ended December 31, 2021, the Company recognized a gain of $ 6.1 million on TRA liability adjustment reflecting a change in the tax benefit obligation attributable to a change in the expected tax benefit.

The remeasurement was primarily due to changes in our estimated state apportionment and the corresponding reduction of our estimated state tax rate.

The liability, represents approximately 85 % of the calculated tax savings we anticipate being able to utilize in future years.

The projection of future taxable income involves significant judgment.

Actual taxable income may differ from our estimates, which could significantly impact the liability under the TRA.

Additionally, if the tax attributes are not utilized in future years, it is reasonably possible no amounts would be paid under the TRA.

In this scenario, the reduction of the liability under the TRA would result in a benefit to our consolidated statement of operations.

As of December 31, 2022, our liability under the TRA is $ 718.2 million, payable to MLSH 1 and MLSH 2, representing approximately 85 % of the calculated tax savings we anticipate being able to utilize in future years.

During the year ended December 31, 2022, the Company recognized a loss of $ 4.1 million on TRA liability adjustment primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.

We made payments of $ 35.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2022, of which $ 1.1 million is related to interest.

We made payments of $ 1.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2021.

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Tax Distributions to Topco LLC’s Owners

Topco LLC is subject to an operating agreement put in place at the date of the Organizational Transactions.

The agreement has numerous provisions related to allocations of income and loss, as well as timing and amounts of distributions to its owners.

agreement also includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC.

Topco LLC is subject to an operating agreement put in place at the date of the Organizational Transactions (“LLC Operating Agreement”).

The LLC Operating Agreement has numerous provisions related to allocations of income and loss, as well as timing and amounts of distributions to its owners.

This agreement also includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC.

These tax distributions are computed based on an assumed income tax rate equal to the sum of (i) the maximum combined marginal federal and state income tax rate applicable to an individual and (ii) the net investment income tax.

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and foreign income taxes.

As a result, the accompanying consolidated statements of operations include income tax expense related to those states and to U.S.

As a result, the accompanying consolidated statements of income include income tax expense related to those states and to U.S.

and foreign jurisdictions where Topco LLC or any of our subsidiaries are subject to income tax.

During the year ended December 31, 2021, Topco LLC paid tax distributions of $ 283.2 million to its owners, including $ 129.7 to us.

During the year ended December 31, 2022, Topco LLC paid tax distributions of $ 310.0 million to its owners, including $ 159.8 million to us.

No tax distributions were made by Topco LLC for the year ended December 31, 2019.

As of December 31, 2021, no amounts for tax distributions have been accrued as such payments were made during 2021.

During the year ended December 31, 2021, Topco LLC paid tax distributions of $ 283.2 million to its owners, including $ 129.7 million to us.

During the year ended December 31, 2020, Topco LLC paid tax distributions of $ 13.1 million to its owners, including $ 4.9 million to us.

As of December 31, 2022, no amounts for tax distributions have been accrued as such payments were made during the period.

Employee Benefit Plans

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MLSH 1’s majority owner is GTCR, LLC (“GTCR”).

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are executives or MLSH 1.

The Company’s CEO, CFO and General Counsel are executives of MLSH 2.

The Company’s Executive Chairman of the Board, Chief Financial Officer (“CFO”) and General Counsel are executives of MLSH 1 and MLSH 2.

Advisory and Services Agreement with GTCR

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During the year ended December 31, 2020, the Company entered into the Credit Agreement (see Note 9) and paid GTCR a $ 3.7 million placement fee.

No such placement fees were incurred during the years ended December 31, 2021 and 2019.

For the year ended December 31, 2020, the Company incurred approximately $ 4.2 million in management fees to GTCR.

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The Director Nomination Agreement provides GTCR the right to nominate to the Board a number of designees equal to at least:

(i) 100 % of the total number of directors comprising the Board, so long as GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 40 % of the total amount of shares of Class A common stock and Class B common stock it owns, (ii) 40 % of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 30 % but less than 40 % of the total amount of shares of Class A common stock and Class B common stock it owns, (iii) 30 % of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 20 % but less than 30 % of the total amount of shares of Class A common stock and Class B common stock it owns, (iv) 20 % of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 10 % but less than 20 % of the total amount of shares of Class A common stock and Class B common stock it owns and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5 % of the total amount of shares of Class A common stock and Class B common stock it owns.

In addition, GTCR shall be entitled to

designate the replacement for any of its Board designees whose Board service terminates prior to the end of the director’s term, regardless of GTCR’s beneficial ownership at that time.

GTCR shall also have the right to have its designees participate on committees of the Company/s Board proportionate to its voting power, subject to compliance with applicable law and stock exchange rules.

beneficially owns shares of Class A common stock and Class B common stock representing at least 10 % but less than 20 % of the total amount of shares of Class A common stock and Class B common stock it owns and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5 % of the total amount of shares of Class A common stock and Class B common stock it owns.

In addition, GTCR is entitled to designate the replacement for any of its Board designees whose Board service terminates prior to the end of the director’s term, regardless of GTCR’s beneficial ownership at that time.

GTCR also has the right to have its designees participate on committees of the Company’s Board proportionate to its voting power, subject to compliance with applicable law and stock exchange rules.

The Director Nomination Agreement also prohibits the Company from increasing or decreasing the size of our Board without the prior written consent of GTCR.

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MLSH 1 and MLSH 2 are entitled to request that the Company register their shares of capital stock on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” MLSH 1 and MLSH 2 are also entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement.

During 2021, the Company registered shares of Class A shares held by MLSH 1 which were subsequently sold in an offering as selling shareholders as well as facilitated secondary offering transactions related to current year exchanges (see Note 8).

Exchange Agreement with MLSH 1

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MLSH 1 executed two exchanges under this agreement during 2021 (see Note 10).

Payable to Related Parties Pursuant to a Tax Receivable Agreement

Payable to Related Parties Pursuant to the Tax Receivable Agreement

Concurrent with the completion of the IPO, the Company entered into a TRA with MLSH 1 and MLSH 2.

During the year the Company made TRA payments to both MLSH 1 and MLSH 2 (see Note 12).

During the years ended December 31, 2022 and 2021, the Company made TRA payments to both MLSH 1 and MLSH 2 (see Note 14).

Cash Contribution, Exchange and Forfeiture Agreement with MLSH 1

In December 2021, the Company entered into a Cash Contribution, Exchange and Forfeiture Agreement (the “Contribution Agreement”) with MLSH 1 (see Note 8).

In December 2021, the Company entered into a Cash Contribution, Exchange and Forfeiture Agreement with MLSH 1 (see Note 10).

Topco LLC Operating Agreement

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This agreement includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC.

During the year ended December 31, 2021 and 2020, the Company made distributions of $ 153.5 million and $ 8.2 million for tax liabilities to MLSH 1 under this agreement.

During the years ended December 31, 2022, 2021 and 2020, the Company made distributions of $ 150.2 million, $ 153.5 million and $ 8.2 million for tax liabilities to MLSH 1 under this agreement, respectively.

Other Distributions

In October 2020, the Company made a $ 88.6 million distribution to MLSH 1.

In October 2020, the Company made an $ 88.6 million distribution to MLSH 1.

Contract Development and Manufacturing Agreement with Curia Global

GTCR has significant influence over Curia Global.

During the year-ended December 31, 2021, the Company paid $ 7.4 million to Curia Global (“Curia”), an entity for which GTCR exercises significant influence, for contract manufacturing and development services.

Such amounts were included in research and development expense on the consolidated statement of operations for the year-ended December 31, 2021.

GTCR has significant influence over Curia Global (“Curia”).

During the year-ended December 31, 2022, the Company paid insignificant amounts to Curia for contract manufacturing and development services.

During the year ended December 31, 2021, the Company paid $ 7.4 million to Curia.

Such amounts were included in research and development expenses on the consolidated statements of income.

Maravai LifeSciences Foundation

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The Company does not control the Foundation’s activities, and accordingly, does not consolidate the Foundation.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and

in assessing performance.

When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.

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The Company defines Adjusted EBITDA as net income 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 not allocated to segments.

The following tables include financial information relating to the operating segments for the periods presented (in thousands):

Year Ended December 31, 2021

Nucleic Acid Production Biologics Safety Testing Protein Detection Corporate Eliminations Total

Revenue $ 712,520 $ 68,417 $ 18,959 $ — $ ( 656 ) $ 799,240

Adjusted EBITDA $ 565,254 $ 54,440 $ 6,391 $ ( 43,270 ) $ 5 $ 582,820

Year Ended December 31, 2020

Nucleic Acid Production Biologics Safety Testing Protein Detection Corporate Eliminations Total

Revenue $ 207,597 $ 54,897 $ 22,881 $ — $ ( 1,277 ) $ 284,098

Adjusted EBITDA $ 133,822 $ 44,516 $ 9,225 $ ( 18,189 ) $ ( 209 ) $ 169,165

Year Ended December 31, 2019

Production Biologics

Testing Protein

Detection Corporate Eliminations Total

Revenue $ 72,602 $ 44,416 $ 26,122 $ — $ — $ 143,140

Adjusted EBITDA $ 22,229 $ 36,371 $ 14,603 $ ( 11,189 ) $ — $ 62,014

During the years ended December 31, 2021 and 2020, intersegment revenue was $ 0.7 million and $ 1.3 million, respectively.

The intersegment sales and the related gross margin on inventory recorded at the end of the period are eliminated for consolidation purposes in the Eliminations column.

Internal selling prices for intersegment sales are consistent with the segment’s normal retail price offered to external parties.

There was no commission expense recognized for intersegment sales for the years ended December 31, 2021and 2020.

Intersegment revenue represents intersegment revenue between the Nucleic Acid Production and Protein Detection segments.

There was no inter-segment activity for the year ended December 31, 2019.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources.

A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, is set forth below for the periods presented (in thousands):

Corporate costs, net of eliminations, are managed on a standalone basis and not allocated to segments.

The following schedule includes revenue and adjusted EBITDA for each of the Company’s reportable operating segments (in thousands).

We have revised our presentation for the prior periods below to remove the presentation of Total Adjusted EBITDA and reconcile the total of our reportable segments’ measure of profit or loss to income before income taxes in addition to net income, and removed corporate costs, net of eliminations from total reportable segments’ adjusted EBITDA and included such amounts in the reconciliation to income before income taxes.

Additionally, we have revised our prior years’ presentation of our

total reportable segments’ revenue, in which we removed intersegment eliminations from our total reportable segment’s revenue.

Year Ended December 31,

2022 2021 2020

Net income (loss) $ 469,250 $ 78,816 $ ( 5,201 )

Nucleic Acid Production $ 813,076 $ 712,520 $ 207,597

Biologics Safety Testing 69,932 68,417 54,897

Protein Detection — 18,959 22,881

Total reportable segments’ revenue 883,008 799,896 285,375

Intersegment eliminations ( 7 ) ( 656 ) ( 1,277 )

Total $ 883,001 $ 799,240 $ 284,098

Segment adjusted EBITDA:

Nucleic Acid Production $ 638,337 $ 565,254 $ 133,822

Biologics Safety Testing 54,841 54,440 44,516

Protein Detection — 6,391 9,225

Total reportable segments’ adjusted EBITDA 693,178 626,085 187,563

Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes

Amortization ( 24,269 ) ( 18,339 ) ( 20,320 )

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Interest expense ( 20,414 ) ( 30,260 ) ( 30,740 )

Income tax expense (benefit) 61,515 2,880 ( 652 )

EBITDA 585,777 138,349 48,190

Interest income 2,338 — —

Corporate costs, net of eliminations ( 55,378 ) ( 43,265 ) ( 18,398 )

Other adjustments:

Acquisition contingent consideration 7,800 — —

Acquisition integration costs ( 13,362 ) ( 44 ) ( 3,857 )

Amortization of purchase accounting inventory step-up — — 1,856

Acquired in-process research and development costs — — ( 2,881 )

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Financing costs ( 1,078 ) ( 2,383 ) ( 9,784 )

Acquisition related tax adjustment ( 349 ) — —

Tax Receivable Agreement liability adjustment ( 4,102 ) 6,101 —

Loss on extinguishment of debt — 7,592 —

Adjusted EBITDA $ 582,820 $ 169,165 $ 62,014

Subsequent Events

Amendment No.

2 to the Credit Agreement

In January 2022, certain subsidiaries of the Company entered into Amendment No.

2 (the “Amendment”) to the Credit Agreement, dated as of October 19, 2020, among Intermediate, Cygnus, and TriLink, as the borrowers, Topco LLC, as holdings, the lenders from time-to-time party thereto and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent (as amended, supplemented or otherwise modified, the “Credit Agreement”).

The Amendment replaces the LIBOR based interest rate with a Term Secured Overnight Financing Rate (“SOFR”) based rate.

The Amendment also reduces the interest rate margins applicable to the term and revolving facilities under the Credit Agreement.

Following the Amendment, the interest rate margin on the facilities is 3.00 %, with respect to each Term SOFR-based loan, and 2.00 %, with respect to each base rate-based loan.

No other significant terms under the Credit Agreement were changed in connection with the Amendment.

Acquisition of MyChem, LLC

In January 2022, the Company completed the acquisition of MyChem, LLC (“MyChem”), a privately-held San Diego, California-based provider of ultra-pure nucleotides to customers in the diagnostics, pharma, genomics and research markets.

The consideration to acquire MyChem comprised of gross purchase price $ 250.0 million, subject to purchase price adjustments, and potential earn out payments payable in cash of up to $ 60.0 million.

Chief Executive Officer transition costs ( 2,426 ) — —

Other ( 1,814 ) — ( 7,592 )

Income before income taxes 551,472 530,765 81,696

Income tax expense ( 60,809 ) ( 61,515 ) ( 2,880 )

Net income $ 490,663 $ 469,250 $ 78,816

During the year ended December 31, 2022, intersegment revenue was immaterial between the Nucleic Acid Production and Biologics Safety Testing segments.

During the years ended December 31, 2021 and 2020, intersegment revenue was $ 0.7 million and $ 1.3 million, respectively, between the Nucleic Acid Production and Protein Detection segments.

The intersegment sales and the related gross margin on inventory recorded at the end of the period are eliminated for consolidation purposes.

Internal selling prices for intersegment sales are consistent with the segment’s normal retail price offered to external parties.

There was no commission expense recognized for intersegment sales for the years ended December 31, 2022, 2021 and 2020.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources.

Subsequent Event

In January 2023, we completed the acquisition of Alphazyme, LLC (“Alphazyme”), a privately-held original equipment manufacturer (“OEM”) provider of custom, scalable, molecular biology enzymes to customers in the genetic analysis and nucleic acid synthesis markets.

The total consideration to acquire Alphazyme consisted of a base cash purchase price of $ 70.0 million, subject to customary post-closing adjustments, and potential performance payments payable in cash of up to $ 75.0 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data