Greetings, and welcome to Maravai LifeSciences Third Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Deborah Hart, Head of Investor Relations. Thank you. You may begin.

Thanks, Doug. Good afternoon, everyone, and thanks for joining us for our third quarter 2022 earnings call. I'm joined by Carl Hull, our Executive Chairman and Interim CEO; and Kevin Herde, our Executive Vice President and Chief Financial Officer. Our press release and the slides that accompany today's call are posted on our website and are available at investors.maravai.com under Financial Information, Quarterly Results. As you can see on Slide 2, Carl will first provide you with a business update, and then Kevin will review our financial results and guidance. We will open the call for questions following the prepared remarks. On Slide 3, we remind you that the forward-looking statements that we make during this call including those regarding our business goals and expectations for the financial performance of the company are subject to risks and uncertainties that may cause actual events or results to differ. Additional information concerning these risk factors is included in the press release we issued today as well as those that are more fully described in our various filings with the SEC. Today's comments reflect our current views, which could change as a result of new information, future events or other factors, and the company does not obligate or commit itself to update these forward-looking statements except as required by law. During this call, we will also be using non-GAAP measurements of certain of our results and in providing guidance. Reconciliations of GAAP to non-GAAP financial measures are included in our press release. The metrics we will be discussing in today's call include net income, adjusted EBITDA, income tax expense and adjusted earnings per share. These adjusted financial measures should not be viewed as an alternative to GAAP measures that are intended to better enable investors to benchmark our current results against historical performance and to the performance of our peers. Now I'll turn the call over to Carl.

Well, thank you, Deb, and good afternoon, everyone. We appreciate having you join us for our call today. Let me now give you a quick recap of the quarter and provide a few business updates before turning the call over to Kevin. Starting on Slide 5. Today, we reported $191 million in total revenue, $133 million in total adjusted EBITDA and $0.37 in adjusted fully diluted EPS for the quarter. These results were within the ranges of our expectations. Furthermore, we are confirming our overall expectations for the full year of 2022 and tightening up our previously communicated ranges as we move to close out the year. Kevin will go into more detail on the results and guidance later in this call. In the Nucleic Acid Production or NAP business, we saw a revenue decline in COVID-related CleanCap revenue in the quarter of 4% versus Q3 of 2021. In the base NAP business, revenue was down 6% year-over-year against a strong third quarter 2021 comparison in which we had a large non-COVID order from a customer entering a clinical trial. Our Biologics Safety Testing business continues to see intermittent headwinds from the business in China and was down 1% from quarter 3 last year. Our adjusted free cash flow in the quarter was $119 million. The strong cash flow generation leaves us with an all-time record cash balance of $617 million as of the end of quarter 3, up $67 million from quarter 2. This puts us in a great position to fund our long-term strategy via organic investments in our own capabilities while we continue to actively pursue external M&A. We see multiple potential strategic opportunities in our space where we are working to deploy some of this cash. On Slide 6, you'll see our results on a 9-month…

Thank you, Carl. Good afternoon, everyone. I'm happy to review our financial results for the third quarter and to discuss slide updates to our current guidance for the full year of 2022. So starting on Slide 13. We Beginning with the GAAP numbers. Our GAAP net income before noncontrolling interests was $100 million for the third quarter of 2022. This compares to $132 million for the third quarter of 2021. Note that certain prior year amounts were adjusted for the lease accounting standard change required under SEC 842. Income from operations was $117 million in the quarter for an operating margin of 61%. R&D spend in the quarter was over $5 million, which compares to about $2 million from Q3 2021 as we continue to increase our R&D spend and focus on -- both on work around our CleanCap franchise as well as other novel innovations. Moving to Slide 14. Adjusted EBITDA, a non-GAAP measure, was $133 million for Q3 2022 compared to $155 million for Q3 2021. Our net adjustments from GAAP EBITDA to adjusted EBITDA continued to be small, only less than 6% from our GAAP EBITDA for the quarter, the vast majority tied to the noncash stock-based compensation add-back. Our adjusted EBITDA margin was 69% in Q3 2022, a little better than our expectations for the quarter based on slightly better gross margins and favorable SG&A expenses. Now to Slide 15. To represent basic EPS, diluted EPS and adjusted fully diluted EPS, basic EPS is a GAAP measure and is net income attributed to our Class A shares divided by the weighted average Class A shares. Diluted EPS, also a GAAP measure, starts with basic EPS and to the extent that the assumed conversion of Class B shares and other equity awards are dilutive, then net income…

All right. Well, thanks, Kevin. In short summary, we have delivered a solid 2022 thus far and look forward to ending the year in line with our stated expectations and quite possibly detailing more about our M&A activities for you. Before we wrap up our prepared remarks, I want to further discuss our current outlook. With the lowered expectations for COVID revenues in 2023 and our discussions around the level of COVID-related revenues that we now estimate for our own business planning purposes, we felt it important to provide some additional details around how we see things moving forward. Our Base Nucleic Acid business continues to perform well, as you would expect in this environment. We see continued strong growth in that business based on our capabilities, customer interest and market momentum. We also see our Biologic Safety Testing business resuming broader market growth levels in 2023. Based on this and the work we are doing for our annual budget and long-term planning process, we believe our Base business will deliver revenue growth of at least 20% for the company in 2023. We see that, that in combination with our estimated $100 million in COVID-related CleanCap revenues, resulting in an adjusted EBITDA margin range of 40% to 50% next year. We will be completing our planning ideas in the coming months, and we'll look forward to providing our detailed 2023 guidance as well as our long-term growth and profitability targets as part of our year-end 2022 earnings call in February. Until that time, we are as focused as ever on execution in our business for our customers, providing our employees with a great work environment and career development opportunities and making decisions that we wholeheartedly believe will create long-term shareholder value. I'd now like to turn the call back over to Doug to open the line for your questions. Doug?

[Operator Instructions] Our first question comes from the line of Tejas Savant with Morgan Stanley.

So maybe just to kick things off, Carl, can you just elaborate on how much of the $125 million to $130 million in COVID in the third and fourth quarter was related to take-or-pay revenue? Is that a dynamic that we should be keeping in mind as we think about the margin headwinds, particularly in '23? I know you laid out that 40% to 50% EBITDA margin estimate out there. But just trying to make sense of the moving pieces here, the regular decline in COVID versus any take-or-pay dynamics that we should be keeping in mind?

Yes, Tejas, good to hear from you. I think the right way to answer that question is to tell you that in general, unlike some of the other sort of people who are participants in the CDMO marketplace, we don't settle contracts without shipping products. So I would say, in general, what you see in our margin numbers or our forecast is largely product being shipped.

Got it. Okay. That's helpful. And then we heard from a couple of CDMOs earlier this week, just around elevated cancellations, not -- or rather no cancellations, but a slowdown in drug pipeline progress. So just curious as to whether you're seeing any of this dynamics start to play out in your customer base at all?

No, we really haven't seen it in the mRNA services side of the business, Tejas.

Got it. Clear enough. And then on the new product launch here with the GMP-grade N1-Methyl-Pseudo U, I believe you called it, Carl. A bit of a toung-twister.

Pseudo U, I wouldn't -- but okay.

So it sounds like a pretty interesting product here and pretty differentiated in terms of the context of mRNA manufacturing. Would you sort of like be in a position to put any dollar amounts in terms of the SAM, if you will? And how do you see that opportunity ramping in the near term? Or is it just really sort of another arrow in your quiver?

Well, look, I don't think we could give you SAM data right now. We're certainly not in a position to give you specific guidance on 2023, just yet. But I would tell you that we think this is representative of the trend in the industry, which has more and more big pharma become involved. And I think we've discussed this on previous calls as they become involved in the mRNA field, their expectations and demands in terms of the quality of the inputs that they utilize are increasing and in some cases, increasing rapidly. So we think this is a good exemplar of what might happen in the future and being first to be able to offer those in various products is going to be important to us.

Our next question comes from the line of John Sourbeer with UBS.

So you had mentioned in your prepared remarks some increased raw materials on hand with COVID customers, maybe some destocking there. I guess -- do you see this also in your base NAT? And is that a factor going into the lower growth trajectory next year?

No, John, I don't really think it is. This would be specific to the COVID vaccine area where there was a high premium put by our customers on being prepared for the worst case. It certainly doesn't apply generally to the other RNA therapeutics. And eemember, those are much earlier in their development. So it's not like any of these products are yet being commercialized and people are approaching it from a cost savings point of view. They're trying to just go as fast as they can.

Got it. And I guess on that growth trajectory next year. I guess, can you just maybe elaborate on some of the drivers there year-over-year? And then the company does have meaningful capacity coming online. Maybe just any color on how some of these projects are maturing and how you can fill some of that capacity?

Kevin, do you want to take a shot at that?

Yes, certainly. Look, I think that we're really pleased with what we're seeing, the feedback we're getting from our customers, and we certainly upped on -- touched on the GMP N1-Methyl-Pseudo U. Just to give you some context, I mean, we've had over 150 customers ordering that product over the past 3 years on an RUO basis. So part of it is going to be conversion and the related pricing increase that comes with that conversion. We're already seeing POs and supply greens lining up for the GMP version. So that's just a great example, as Carl said earlier, of how our new capabilities and the increase in quality and the focus on quality is helped drive some of that growth. When you kind of break down, as we've talked about in the past, various things going on with the nucleic acid production. You have that all of the synthesis inputs like NTPs we talked about, you have the plasma market. You have CleanCap as a stand-alone product. You have the mRNA services with CleanCap as a CDMO and then other algos and kind of base things like we have with our Glen Research. They all have different growth rates, but we continue to be very excited sort of about each of those lines. But as you break it down, really those -- all of those synthesis inputs as well as that mRNA CDMO business is really where we're seeing a lot of the interest today and those are the higher growth lines within that portfolio.

I guess last one for me, and I apologize if I missed this. Did you say how much of the $100 million in 2023 COVID CleanCap has already been booked for next year?

We did not, no.

Like, would you comment on that?

We're not going to get into that right at this stage. I mean, right now, we have a lot of conversations with our customers just because of a lot of different demand. And we have a lot of different customers within that group, and they all have different dynamics. So it's a little bit hard to generalize at this point.

Well, John, I would say that our experience is probably not very much different from a number of other peers in the space where the prior visibility that we all had going into '22, related to COVID demand is much reduced this year going into '23.

Our next question comes from the line of Paul Knight with KeyBanc.

Carl, the Q4 guidance on non-COVID implies a pretty significant year-over-year jump on Q4, because you talk about the dynamics behind that. And then -- the other is when you talk to 2023, you're mentioning low 20s growth, I think you were in -- kind of in the 30% area of last call. Could you talk to that as well?

Let me ask Kevin to comment on those, and I'll fill in.

Yes, sure. Yes, Paul, as we've talked about before, specifically to Q4, there are a couple of dynamics there. Some of that is a stand-alone CleanCap on non-COVID-related programs. And we've seen that spike up and down. Last year, we saw it hit a high number in Q3 '21. It will be at a higher number in Q4. That's just based upon our customers' demand for CleanCap for non-COVID specific programs. So have a nice pipeline of CDMO type mRNA services in the fourth quarter, and that's really going to drive that number. As it relates to looking forward, I know we talked about some general market trends and what we've seen historically, not getting into specific '23 guidance, but just looking kind of at how we see our long-term growth rates and sort of a baseline for next year. Again, I think we feel real good about the business. We feel really good about our growth rates -- when you look at the base business, and I think we're just entering it with what we think is going to be something we can achieve across the business lines. We have some components when you look at some of the lines of the business that are just certainly lower grower components of the business. But when you really look at the key drivers, what we're building into and what we see is long-term demand drivers in oligonucleotide synthesis inputs and mRNA CleanCap services for highly modified mRNAs. Those are at those higher growth rates, which are consistent with the market trends. And then you layer on top of that some of the conversions for quality and other things. That's the part that's growing at that 30% to 35%. And some of the rest of the business is growing at lower rates, and that blended average is getting closer to a 20% baseline that we'd like to throw out there for next year.

Our next question comes from the line of Matt Sykes with Goldman Sachs.

This is [Zibi] on for Matt. First, on your capital allocation strategy, are there any specific areas of interest or potential gaps you're looking to fill? And also, could you give us an update on what the landscape looks like at this point?

Well, generally, I think our view here is that there are other pieces to the puzzle that our customers are looking for, and we try as much as we can to focus in on those areas, whether they be other components that are used to manufacture mRNA or perhaps other nucleic acid-based products and other ways of delivering those products. So reasonably, I think you could expect us to be hanging around the verticals. We've always been interested in acquisitions around the Biologic Safety Testing business. But unfortunately, though, there are not many of those that are logical strategic fits because of the specialized nature of those products. And then I think in terms of the current environment, it's getting better I would say than it has been for the last 6 months. I think people are coming to grips with current valuations, maybe not fully, but more so than they were at least initially as the market correction occurred. And I think we do see a large number of opportunities that are relevant to us based on what I just said that we're pursuing. So improving, but not there yet.

Great. That's helpful. And then recognizing Biologic Safety Testing was negatively impacted by China, lockdowns and then also Russia. Are there any updates you can provide for the balance of the year as we see these dynamics persist?

No, because I think they are kind of spotty as a concern is China, and it's just the luck of the draw. So you have large commerce through our distribution channel there who happen to be in cities that get affected multiple times. They suffer the difficulties of it. So I would say that there's not much else there. We continue to maintain our decision on exiting the Russian market was appropriate, and feel comfortable with that.

Our next question comes from the line of Matt Larew with William Blair.

This is Madelin Mollman on for Matt Larew. Quick on the raw materials. I know you mentioned that you thought it would impact the first half of the year. Have you heard anything from your COVID customers about how much inventory they have, like how much higher it might be above normal levels, anything like that?

No. And I guess the reason is nobody knows what normal is, right? This is just been going on for 2 years. So that's a hard one to pin down. But no, we don't have real good visibility onto the customer's individual inventory situation and how they view it. We're just reflecting the fact that absent specific sales forecast, we don't want to kind of stick our finger up in the wind and make a guess.

Got it. That makes sense. And then looking at the non-COVID mRNA therapeutic pipeline. Is -- are there any candidates that you see becoming catalysts in the next couple of years? And can you talk a little bit about how the dynamics for you change as a therapeutic move through the clinic?

Well, that's an interesting thing. I mean I think people always focus on who are the winners going to be, which is sort of a natural thing, super hard to tell with therapies like this, particularly for those that are directed at rare diseases, because it's just so difficult to anticipate or run pilot clinical trials until you get to your pivotal trial. So I don't think we consider our business to be picking the winners. We believe widely serving the largest number of participants in the early stages is the best way to maximize the probability that we're working with those folks who ultimately do have a game-changing application. And so we're doing that. The dynamic about what changes over time is there's a greater focus, obviously, on quality standards and compliance and moving more into a consultative role as you're developing the procedures and effectively the manufacturing processes that would be used for later stages. So I think the customer expectations of closer collaboration versus a little bit more hands off, here's my sequence make this for me, which is how I would characterize the early stage, later stage becomes more consultative.

Our next question comes from the line of Michael Ryskin with Bank of America.

I'm going to try to squeeze in a couple of really quick ones. First of all, your commentary on COVID 2023 and beyond, you're still pointing to about $100 million per year in 2024 and 2025 and so forth. Your last guide was more of $200 million to $300 million. So given how quickly that's changing and given what you're seeing from other CDMO and bioprocess players, where they're essentially assuming 0 COVID bioprocessing pretty quickly, sort of what's the rationale for keeping that in the model? Is it that just further risk of downside? So why not strip it out now?

Well, Michael, because we don't think COVID demand is going to go away. That's the bottom line. So we're partnered with the team that has roughly 2/3 market share depending on where you look at it, of the COVID market, neither they nor we think that market is going to go to 0, but if you think about it on a steady-state basis, what we're doing is reducing it down to about roughly 15% to 18% of what it was at its peak this year. So I think that, that's a reasonable assumption if you back into some of Pfizer statements about what their expected volumes might be an analyst projections there. I think it triangulates pretty nicely on that. I'm not aware that anybody has that going to 0.

Okay. And then on the EBITDA margins for next year, 40% to 50%, again, I appreciate your comment on investing in the business and sort of setting the company up the right for the longer term. But that's still on the lower and sort of our assumptions, even if you adjust for the lower COVID contribution, especially if you look at the business we're doing in 2019 and 4 years later, you've got a lot more volume there. So can you walk us through the bridge there from your EBITDA margin this year coming in the 70% range, but 40% to 50% next year. It's a pretty big step down.

Kevin, would you like to take that?

Yes. I mean, look, I think, certainly, the COVID-related CleanCap is a big driver of that, certainly. I mean that is a high-margin product for us. So you complement that with a handful of things. And again, our investment is that we're making are really looking out multiple years here. We're just happy to be seeing '23 as a transitional year where you have that decline of high-margin CleanCap revenue contribution in the same period as you're bringing online 3 new facilities, and continuing to expand your internal organic R&D engine as well as your commercial engine for the long term. I mean so those things just come together all in the same year and lead you at the lower end of that EBITDA range. But again, we're not managing the business for next quarter's EBITDA or even next year's EBITDA specifically. We're putting in the things that we feel need to be in place and need to be in place as soon as possible, take advantage of the opportunity we see over the next 3, 5, 10 years with where we're playing. So I'm very happy with the investments we're making and how it's setting us up for the long-term success, certainly because of those confluence of factors that I just spoke of. The margins are going to be lower next year, and we hope to bring that up as we grow and as we grow up, the transitional year that 2023 is going to represent.

Yes. And Michael, I would add on that one, too, the -- if you step back and look at it, when you think about a pure life sciences company in sort of the cutting edge part of the field that's growing the base business at 20% or greater as we indicated, and delivering margins above 40% on the EBITDA line is a pretty compelling both investment opportunity and a pretty compelling business for us to run. So admittedly, this year is really superior. Next year, it looks pretty darn good.

Okay. And if I could squeeze in one last quick one. On non-COVID Nucleic Acid piece. You touched on 3Q '21 had that tough compare, which you called out at the time. But so if you just look at this year on a dollar basis, 1Q 2Q, 3Q, the revenues for non-COVID are flat and they actually be down sequentially, if it wasn't for that canceled order in 2Q. So is this sort of what we should be expecting from just progression over the course of the year because I think we kind of anticipated some sequential ramp as the year went forward. So anything to touch on there in terms of timing through the course of the year, how that should trend?

Yes. No, it's really one of those things that doesn't just step nicely every quarter for various reasons. Like I said, sometimes you get bulk orders just for CleanCap. Sometimes we have multiple jobs getting wrapped up and getting built out as they relate to our CDMO business. So we just don't haven't got to the point where we have a quarterly rhythm just because we just haven't got enough customers progressing into those later phases that it smoothed it out. So we had a very strong Q3 last year, it stepped down in Q4 this year. It's going to step up in Q4. It's just the nature of the business. I think to grow those should smooth out a little bit, but that's just the nature of what we're seeing right now.

Yes, it's a little bit noisy, and that's a lot of the smaller numbers probably as much as anything else.

Our next one comes from the line of Dan Arias with Stifel.

Carl, just wanted to ask a couple of quick ones here. Just thinking about some of the out-year drivers that you have working for you to your point prior. One of the things that came out of that Analyst Day that you did at the R&D Day was that there are things in the pipeline that use a lot more CleanCap, actually substantially more in some cases. Do you think the '23 is the year where that might start to matter or do we need to just get further down the development pipeline process in order to really kind of move the needle there?

Yes, that's a thoughtful question. I would say I agree with Kevin on the characterization of '23 as a transitional year. I don't think you're going to see many, if any, of those therapeutic compounds, which is what you're alluding to there get clearance and commercial traction right away. So I think those are more longer-term drivers of demand. But certainly, there's a lot of people doing. And as you can see from our customer account numbers in each of the various segments, if you will, they’re all increasing robustly.

Okay. Helpful. And then just maybe a last quick one. When it comes to Pfizer and the vaccine forecast, do you get that forecast ahead of the guidance for the year? Or do you find out about it basically when we do when they get on the call for investors? I'm just generally curious.

Interesting question. Let's just say that we do pay very close attention when Pfizer says something 2 days before our earnings call. Was that clear enough?

Yes. Fair enough.

Our next question comes from the line of Dan Leonard with Credit Suisse.

Carl, I have 2. So previously, Carl, you gave a $2 billion dose number as the backbone for your 2023 COVID forecast, COVID CleanCap forecast. What's the new dose number you're assuming behind the $100 million view for endemic COVID?

I basically divide it by 2, since we're talking about moving it from $200 million on a low end down to $100 million. So I think it's that degree there may be some inefficiencies that would cause it to be a little bit higher. But I think that's overall generally a good estimate.

Okay. And then my follow-up, just can you comment at all on margins in 1H versus 2H in 2023?

No, we haven't gotten to that point with our guidance yet. So I think that's a stay tuned for the end of the year, Paul. All right. Doug, anything else?

We have one last one from Brandon Couillard with Jefferies.

Just a housekeeping one for Kevin. The large customer orders that didn't recur in the NAP segment from 3Q last year. Could you just size that? And is there another similar headwind on a year-over-year basis in the fourth quarter?

No, we actually had a bit of a down quarter in Q4 of 2021 sequentially there from the run rates we've been seeing in the NAP business in the fourth quarter. So it was a more than $10 million specific order that came through from a customer, again, related to non-COVID demand. We see -- we don't -- we saw that in the third quarter of 2021. We'll have some like -- even though slightly -- it's a different customer this time around in the fourth quarter, driving some CleanCap stand-alone demand in the fourth quarter of this year that's already locked in, in the fourth quarter of 2022 and some continued good momentum on our mRNA services business that will result in that strong Q4 finish to 2022 in the non-COVID business.

And last one, Carl, is it safe to say, based on your comments that the CEO transition being in flux won't diminish your appetite or willingness to act when it comes to target assets you'd like to pursue?

Absolutely not. We're fully engaged in the same things that we were looking at a month ago, and our appetite for those deals remains as robust as it was the first time around. Another way of saying, we're not going to let ourselves get distracted. All right. And Doug, I think we can turn it back over to Deb now?

Yes. I'd like to hand it back to Deborah Hart for closing remarks.

Well, thanks, Doug, and we want to thank you all for joining today. We'll be participating in a couple of financial conferences this quarter. So you can find out more details about that from our website. Feel free to call me with any additional questions. And we hope you all have a great evening. Thank you.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.