SEC Comment Letter 0000000000-24-008226 to MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI) (CIK 0001823239) (MRVI)
MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI) (CIK 0001823239)
Date: July 19, 2024 · CIK: 0001823239 · Accession: 0000000000-24-008226
AI Filing Summary & Sentiment
File numbers found in text: 001-39725
Letter
July 19, 2024 Kevin Herde Chief Financial Officer MARAVAI LIFESCIENCES HOLDINGS, INC. 10770 Wateridge Circle Suite 200 San Diego, CA Re:MARAVAI LIFESCIENCES HOLDINGS, INC. Form 10-K for the Year Ended December 31, 2023 File No. 001-39725 Dear Kevin Herde: We have reviewed your June 24, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 12, 2024 letter. Form 10-K for the Year Ended December 31, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 1.Your response to prior comment one says that you use Adjusted Free Cash Flow as a financial performance measure and reconcile it to Net (loss) income. As indicated in our prior comment, the presentation of Adjusted Free Cash Flow as a non-GAAP performance measure appears to inappropriately deduct Capital expenditures, a cash basis amount. In addition, labeling a non-GAAP performance measure as Adjusted Free Cash Flow does not appear to be appropriate. Please revise your presentation accordingly.
We note that you use Adjusted EBITDA to evaluate the financial performance of your business and that it is a component of the financial covenant under your credit agreement. We also note that there is an adjustment for Acquisition Integration Costs which includes 2.
July 19, 2024 Page 2 retention payments incurred in connection with completed acquisitions. With regards to Adjusted EBITDA as a non-GAAP performance measure, please quantify and describe the nature of these retention payments and tell us how you considered whether these are normal, recurring, cash operating expenses necessary to operate your business. Refer to Question 100.01 of the Compliance and Disclosure Interpretations related to non-GAAP measures. Please contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Life Sciences
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July 19, 2024
Kevin Herde
Chief Financial Officer
MARAVAI LIFESCIENCES HOLDINGS, INC.
10770 Wateridge Circle
Suite 200
San Diego, CA
92121
Re:MARAVAI LIFESCIENCES HOLDINGS, INC.
Form 10-K for the Year Ended December 31, 2023
File No. 001-39725
Dear Kevin Herde:
We have reviewed your June 24, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 12, 2024 letter.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
63
1.Your response to prior comment one says that you use Adjusted Free Cash Flow as a
financial performance measure and reconcile it to Net (loss) income. As indicated in our
prior comment, the presentation of Adjusted Free Cash Flow as a non-GAAP performance
measure appears to inappropriately deduct Capital expenditures, a cash basis amount. In
addition, labeling a non-GAAP performance measure as Adjusted Free Cash Flow does
not appear to be appropriate. Please revise your presentation accordingly.
We note that you use Adjusted EBITDA to evaluate the financial performance of your
business and that it is a component of the financial covenant under your credit agreement.
We also note that there is an adjustment for Acquisition Integration Costs which includes 2.
July 19, 2024
Page 2
retention payments incurred in connection with completed acquisitions. With regards to
Adjusted EBITDA as a non-GAAP performance measure, please quantify and describe
the nature of these retention payments and tell us how you considered whether these are
normal, recurring, cash operating expenses necessary to operate your business. Refer to
Question 100.01 of the Compliance and Disclosure Interpretations related to non-GAAP
measures.
Please contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences