Business Overview - Maravai LifeSciences is targeting high-growth markets in mRNA, gene editing, cell and gene therapy, vaccines and biologics drug manufacturing[6] - The company provides critical assays for detecting impurities during biotherapeutics process development and commercial manufacturing[7] - Nucleic Acid Production accounted for 61% of total revenue in Q1 2025, with revenue of $29 million[19,48] - Biologics Safety Testing accounted for 39% of total revenue in Q1 2025, with revenue of $18 million[41,48] - 96% of top 25 global biopharmaceutical companies ranked by R&D spend are Maravai customers[10,13,14] Financial Highlights - The company's cash position is $285 million as of Q1 2025[51] - Long-term gross debt is $298 million as of Q1 2025[51] - Adjusted EBITDA for Biologics Safety Testing in Q1 2025 was $18 million, representing a 70% adjusted EBITDA margin[48] - Adjusted EBITDA for Nucleic Acid Production in Q1 2025 was ($9 million), representing a (31%) adjusted EBITDA margin[48] - Adjusted net loss was $(20436) thousand, and adjusted fully diluted loss per share was $(008) in Q1 2025[64] Growth and Pipeline - CleanCap® is used in preclinical programs (70% of total programs) and clinical programs (30% of total programs)[28] - Clinical programs using CleanCap® have increased by 15% year-over-year[28]

Core Insights - Maravai LifeSciences Holdings, Inc. has appointed Bernd Brust as the new CEO, succeeding William "Trey" Martin III, effective immediately [1][2] - The leadership transition aims to enhance innovation, execution, and financial performance within the company [2] - Bernd Brust brings over 30 years of experience in the life sciences industry, with a focus on transforming businesses into profitable entities [2][5] Company Overview - Maravai LifeSciences is a leading provider of life science reagents and services, supporting drug therapies, diagnostics, and vaccine development [8] - The company specializes in nucleic acid synthesis and biologics safety testing, catering to biopharmaceutical, vaccine, diagnostics, and cell and gene therapy sectors [9] Leadership Transition - The new CEO, Bernd Brust, emphasizes a customer-centric approach and aims to advance scientific discovery and innovation [2][3] - The outgoing CEO, Trey Martin, expressed pride in the genomic medicine platform developed during his tenure and highlighted the company's strong foundation for future growth [3] Financial Guidance - Maravai has not reaffirmed or withdrawn its full-year 2025 financial guidance, with plans to reassess during the second-quarter earnings call in August [4] Bernd Brust's Background - Prior to joining Maravai, Bernd Brust served as Executive Chairman and CEO of Antylia Scientific, which had approximately $400 million in annual revenue [6] - Brust has held senior leadership roles at Qualicaps, Life Technologies, Invitrogen Corporation, and GE Medical Systems, showcasing a diverse background in the life sciences sector [7]

Core Insights - Maravai LifeSciences has published its 2024 Sustainability Report, highlighting progress in product innovation, employee engagement, governance, and sustainable growth [2][3] Product Innovation - Launched 49 new products, including the CleanCap® M6 analog at GMP quality [6] - Completed a state-of-the-art GMP facility in San Diego, increasing mRNA production capacity tenfold [6] - Established an RNA Innovation Center in collaboration with Johns Hopkins University [6] - Manufactured over 130 GMP batches for mRNA [6] Our People - Achieved a 95% participation rate in the annual employee engagement survey, receiving over 2,600 comments [6] - Expanded the WE (We are Empowered) Employee Resource Group for advocacy, mentorship, and outreach [6] - Implemented a new career framework for transparent progression paths for all employees [6] - Continued the Impact Day program, with employees contributing approximately 800 volunteer hours [6] Governance - Appointed R. Andrew Eckert as independent Chairman of the Board [6] - Adopted a formal, publicly available Human Rights Policy [6] - Ensured 100% of standing Board Committees are chaired by independent members [6] - Strengthened intellectual property with additional CleanCap® patents in China and Canada [6] Sustainable Growth - Enhanced greenhouse gas emissions data collection and expanded Scope 3 emissions reporting [11] - The Leland, North Carolina facility's solar panels generated over 180,000 kWh, offsetting approximately 20% of the facility's energy use [11] - San Diego EV charging stations saved over 19,000 gallons of gasoline [11] - Advanced planning for lab plastics recycling and single-use plastic phase-out [11] Reporting Standards - The 2024 report was prepared in reference to the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Greenhouse Gas Protocol frameworks [8]

Core Insights - Maravai LifeSciences Holdings, Inc. published its 2024 Sustainability Report, highlighting progress in product innovation, employee engagement, governance, and sustainable growth [1][2] Product Innovation - Launched 49 new products, including CleanCap® M6 analog at GMP quality [6] - Completed a state-of-the-art GMP facility in San Diego, increasing mRNA production capacity tenfold [6] - Established an RNA Innovation Center in collaboration with Johns Hopkins University [6] - Manufactured over 130 GMP batches for mRNA [6] Our People - Achieved a 95% participation rate in the annual employee engagement survey, receiving over 2,600 comments [6] - Expanded the WE (We are Empowered) Employee Resource Group for advocacy, mentorship, and outreach [6] - Implemented a new career framework for transparent progression paths [6] - Employees contributed approximately 800 volunteer hours through the Impact Day program [6] Governance - Appointed R. Andrew Eckert as independent Chairman of the Board [6] - Adopted a formal, publicly available Human Rights Policy [6] - 100% of standing Board Committees are chaired by independent members [6] - Strengthened intellectual property with additional CleanCap® patents in China and Canada [6] Sustainable Growth - Enhanced greenhouse gas emissions data collection and expanded Scope 3 emissions reporting [6] - Leland, North Carolina facility's solar panels generated over 180,000 kWh, offsetting approximately 20% of the facility's energy use [6] - Advanced planning for lab plastics recycling program and single-use plastic phase-out [10]

Maravai LifeSciences Holdings, Inc. (MRVI) came out with a quarterly loss of $0.08 per share versus the Zacks Consensus Estimate of a loss of $0.07. This compares to loss of $0.02 per share a year ago. These figures are adjusted for non-recurring items. This quarterly report represents an earnings surprise of -14.29%. A quarter ago, it was expected that this company would post a loss of $0.03 per share when it actually produced a loss of $0.06, delivering a surprise of -100%. It will be interesting to see h ...

Financial Data and Key Metrics Changes - The company reported revenue of $47 million for Q1 2025, exceeding expectations and showing growth of over $4 million from Q4 2024 [7][30] - GAAP net loss before noncontrolling interests was $53 million for Q1 2025, compared to a loss of $23 million in Q1 2024 [30] - Adjusted EBITDA was a negative $11 million for Q1 2025, down from a positive $8 million in Q1 2024 [30][32] - Basic and diluted EPS for Q1 was a loss of $0.21 per share, compared to a loss of $0.09 per share in Q1 2024 [33] Business Line Data and Key Metrics Changes - The Nucleic Acid Production (NAP) segment generated $29 million in revenue for Q1 2025, up $1 million from Q4 2024 [7] - The Biologics Safety Testing (BST) segment reported revenue of $18 million in Q1 2025, an increase of $3 million over Q4 2024 [7][39] - The adjusted EBITDA margin for the BST segment was 70%, indicating strong performance [39] Market Data and Key Metrics Changes - Revenue by customer type in Q1 was 29% from biopharma, 28% from life science and diagnostics, 6% from academia, 7% from CDMO, and 30% through distributors [8] - Revenue by geography was 62% from North America, 15% from EMEA, 15% from Asia Pacific, and 8% from China [8] Company Strategy and Development Direction - The company is focused on a return to growth strategy and building a diversified, predictable franchise as a life science tool provider [11] - The strategy includes vertical integration in the NAP segment to enhance quality, speed, and cost efficiency [9] - The company aims to advance its market leadership in genomic medicines and expand its product and service portfolio [11][20] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of transitioning from a COVID-driven revenue model to a more diversified business [43] - The company is actively monitoring trade dynamics and working to mitigate potential impacts from tariffs [10][44] - There is a strong cash position of $285 million, which is seen as sufficient to manage the current reset period [44] Other Important Information - The company plans to publish its 2024 sustainability report, highlighting its commitment to sustainability and long-term strategic objectives [27][28] - The integration of recent acquisitions is progressing well, enhancing operational capabilities and supply chain control [35] Q&A Session Summary Question: What does the intel tell about the focus areas for new trials and those being discontinued? - Management noted that while preclinical programs were flat, clinical programs showed growth, indicating a focus on later-stage projects due to funding conservatism [50][51] Question: What are the biggest drivers of incremental demand in the next 12-18 months? - Management indicated that clinical progression and new business wins would drive demand, with a focus on expanding from bulk reagent supply to comprehensive service offerings [52][54] Question: Is there an opportunity to take market share with 100% U.S. manufacturing? - Management sees renewed interest in their U.S.-based manufacturing capabilities, which could attract customers looking for alternative suppliers [57][58] Question: What are the buying patterns from biopharma and academic customers? - The response highlighted a mixed environment, with some customers securing long-term funding while others are delaying decisions due to funding uncertainties [63][64] Question: Is there any government work or exposure to BARDA? - Management confirmed that there is no direct government work currently, and past BARDA engagements have been satisfied [69][70] Question: Is there seasonality in BST revenue? - Management indicated that Q1 is typically a high point for BST revenue due to manufacturing cycles, and a seasonal dip is expected in subsequent quarters [74][76]

Financial Data and Key Metrics Changes - The company reported $47 million in revenue for Q1 2025, exceeding expectations and showing a growth of over $4 million from Q4 2024 [6][27] - GAAP net loss before noncontrolling interests was $53 million for Q1 2025, compared to a loss of $23 million in Q1 2024 [27] - Adjusted EBITDA was negative $11 million for Q1 2025, down from a positive $8 million in Q1 2024 [28] - Basic and diluted EPS for Q1 was a loss of $0.21 per share, compared to a loss of $0.09 per share in Q1 2024 [30] Business Line Data and Key Metrics Changes - The Nucleic Acid Production (NAP) segment generated $29 million in revenue for Q1 2025, an increase of $1 million from Q4 2024 [6] - The Biologics Safety Testing (BST) segment reported $18 million in revenue for Q1 2025, up $3 million from Q4 2024 and flat compared to Q1 2024 [6][35] - The adjusted EBITDA margin for the BST segment was 70%, indicating strong performance [35] Market Data and Key Metrics Changes - Revenue by customer type in Q1 was 29% from biopharma, 28% from life science and diagnostics, 6% from academia, 7% from CDMO, and 30% through distributors [7] - Revenue by geography was 62% from North America, 15% from EMEA, 15% from Asia Pacific, and 8% from China [7] Company Strategy and Development Direction - The company is focused on a return to growth strategy and building a diversified franchise as a life science tool provider and clinical partner [10] - The strategy includes vertical integration in the NAP segment to enhance quality, speed, and cost efficiency [8] - The company aims to expand its product and service portfolio to drive long-term sustainable growth [10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of transitioning from a COVID-driven revenue model to a more diversified business [39] - The company is closely monitoring trade dynamics and working to mitigate potential impacts from tariffs [39] - The cash position of $285 million is seen as sufficient to manage the reset period while focusing on long-term growth [40] Other Important Information - The company plans to publish its 2024 sustainability report, highlighting its commitment to sustainability and long-term strategic objectives [25] - The integration of recent acquisitions is progressing well, enhancing operational capabilities and supply chain control [32] Q&A Session Summary Question: Focus areas for new trials and reasons for discontinuation - Management noted that while preclinical programs were flat, clinical programs showed growth, indicating a focus on later-stage projects due to funding conservatism [44][46] Question: Drivers of incremental demand in the next 12-18 months - Incremental demand is expected from clinical progression, new business wins, and the transition from bulk reagent supply to comprehensive service offerings [48] Question: Opportunities for market share due to U.S. manufacturing - The company sees potential for market share growth as interest in U.S.-based manufacturing increases, particularly in the mRNA space [51][54] Question: Impact of U.S. policy changes on customer buying patterns - Customers are experiencing mixed impacts from government funding changes, with some securing long-term funding while others delay decisions [60] Question: Government work and exposure - The company has no direct government work currently, with past contracts fulfilled, but remains open to future opportunities [66] Question: Seasonality in BST revenue - Q1 is typically a high point for BST revenue, influenced by manufacturing cycles and strong performance in China [70][72]

Financial Performance - Q1 2025 revenue reached $47 million[12] - Nucleic Acid Production (NAP) revenue was $29 million, accounting for 61% of total revenue[49, 50] - Biologics Safety Testing (BST) revenue was $18 million, representing 39% of total revenue[50, 51] - The company reported a GAAP net loss of $53 million[39] - Adjusted EBITDA was -$11 million, with an adjusted EBITDA margin of -23%[39] - Basic and Diluted EPS were both -$0.21, while Adjusted EPS was -$0.08[42] Guidance and Outlook - The company anticipates full-year 2025 revenue to be between $185 million and $205 million[53] - Q2 2025 revenue is projected to be in the range of $45 million to $50 million[53] - Capital expenditures for FY 2025 are expected to be between $15 million and $20 million[47, 54] Business Highlights - The company has 447 CleanCap customers in clinical stage, which is a 15% year-over-year increase[26] - The company has approximately 1,500 total programs, with 30% in clinical and 70% in preclinical stages[26]

Revenue Performance - Revenue for the three months ended March 31, 2025, was $46,850,000, a decrease of 27% compared to $64,179,000 for the same period in 2024[19] - Total revenue for the three months ended March 31, 2025, was $46.85 million, a decrease of 27% compared to $64.18 million for the same period in 2024[53][54] - Nucleic Acid Production revenue was $28.75 million, down 37% from $46.02 million in the prior year, while Biologics Safety Testing revenue was $18.10 million, a decrease of 0.35% from $18.16 million[53][54] - North America contributed $29.27 million to total revenue in Q1 2025, representing 62.4% of total revenue, compared to $33.37 million or 51.9% in Q1 2024[53][54] - Revenue from the Nucleic Acid Production segment was $28.8 million, while Biologics Safety Testing generated $18.1 million for the three months ended March 31, 2025[163] - Nucleic Acid Production revenue decreased by 37.5% from $46.0 million in Q1 2024 to $28.8 million in Q1 2025, primarily due to reduced demand for high-volume CleanCap products[200] - Biologics Safety Testing revenue remained relatively stable, decreasing slightly by 0.3% from $18.2 million in Q1 2024 to $18.1 million in Q1 2025[201] Financial Losses - The net loss attributable to Maravai LifeSciences Holdings, Inc. for Q1 2025 was $29,945,000, compared to a net loss of $12,078,000 in Q1 2024, representing a significant increase in losses[19] - For the three months ended March 31, 2025, the net loss attributable to Maravai LifeSciences Holdings, Inc. was $29,945,000, compared to a net loss of $12,078,000 for the same period in 2024, representing an increase of 148%[132] - The basic and diluted net loss per Class A common share for the three months ended March 31, 2025, was $(0.21), compared to $(0.09) for the same period in 2024, indicating a decline in per share performance[132] - For the three months ended March 31, 2025, the company reported a net loss of $52.9 million, compared to a net loss of $22.7 million for the same period in 2024[209] Operating Expenses - Total operating expenses increased to $96,012,000 for Q1 2025, up from $83,040,000 in Q1 2024, primarily due to a goodwill impairment of $12,435,000[19] - Total operating expenses increased by 15.6% to $96.0 million in Q1 2025, compared to $83.0 million in Q1 2024[197] - Selling, general and administrative expenses decreased by 3.2% to $39.6 million for the three months ended March 31, 2025, from $40.9 million in 2024[213] - Research and development expenses were $4.9 million for the three months ended March 31, 2025, slightly down from $5.0 million in the same period of 2024[165] - Research and development expenses slightly decreased by 2.9% to $4.9 million for the three months ended March 31, 2025[214] Goodwill and Impairments - The company recorded a goodwill impairment of $12.4 million for the TriLink reporting unit due to lower projected revenues and demand in research and discovery products[94][95] - For the three months ended March 31, 2025, the Company recorded total goodwill impairment of $12.4 million for the TriLink reporting unit within the Nucleic Acid Production segment[63] - The company recorded a goodwill impairment of $12.4 million for the TriLink reporting unit within its Nucleic Acid Production segment during Q1 2025[215] Cash and Assets - Cash and cash equivalents decreased to $285,053,000 as of March 31, 2025, down from $322,399,000 at the end of 2024[17] - The total assets of Maravai LifeSciences Holdings, Inc. were $959,751,000 as of March 31, 2025, a decrease from $1,008,244,000 at the end of 2024[17] - The fair value of money market funds as of March 31, 2025, is $283,530,000, with no Level 2 or Level 3 assets reported[102] Acquisitions - Maravai LifeSciences Holdings, Inc. made cash payments for acquisitions of a business totaling $18,628,000 in Q1 2025[27] - The Company completed the acquisition of assets from Molecular Assemblies for a total purchase consideration of $11.2 million, with $9.2 million paid in cash[77] - In February 2025, the company acquired Officinae Bio's DNA and RNA business for $15.1 million, which includes AI and machine learning capabilities[167] - The total purchase consideration for the acquisition of Officinae Bio was $15.1 million, including $9.9 million in cash and $4.8 million in contingent consideration[84][85] Debt and Liabilities - The total long-term debt as of March 31, 2025, is $294,939,000, down from $295,932,000 as of December 31, 2024[129] - Future principal maturities of the Company's debt obligations total $298,320,000 as of March 31, 2025[130] - The Company has a $600 million term loan facility maturing in October 2027 and a $167 million revolving credit facility maturing in October 2029[121] - The contingent consideration liability related to the acquisition of Alphazyme is $4,800,000 as of March 31, 2025[107] Tax and Regulatory Matters - The effective tax rate for the three months ended March 31, 2025, was (0.3)%, significantly lower than the U.S. federal statutory income tax rate of 21.0% due to a valuation allowance against deferred tax assets[135] - As of March 31, 2025, the Company had $3.3 million of unrecognized tax benefits, with an expectation to recognize $2.9 million in the next twelve months due to statute expiration[137] - The Company had no current liability under the Tax Receivable Agreement (TRA) as of March 31, 2025, and no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA during the three months ended March 31, 2025[144][146] Segment Performance - Adjusted EBITDA for the Nucleic Acid Production segment was $(8,900,000), while the Biologics Safety Testing segment reported an Adjusted EBITDA of $12,671,000, leading to a total Adjusted EBITDA of $3,771,000[151] - Adjusted EBITDA for the total reportable segments was a loss of $3.8 million in Q1 2025, compared to a profit of $24.0 million in Q1 2024[204] - Adjusted EBITDA for the three months ended March 31, 2025, was $(10.5) million, a decrease from $7.8 million in 2024[209]

Maravai LifeSciences First Quarter 2025 Financial Results [Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) Maravai LifeSciences reported Q1 2025 revenue of $46.9 million, a 27% decrease, with a net loss of $52.9 million and negative Adjusted EBITDA, exceeding guidance but reaffirming full-year outlook - First quarter revenue exceeded guidance, and the base business (excluding high-volume CleanCap) grew by over **$4 million** compared to Q4 2024[2](index=2&type=chunk) Q1 2025 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $46.9M | $64.2M | (27.0)% | | **Net Loss** | $(52.9)M | $(22.7)M | N/A | | **Adjusted EBITDA** | $(10.5)M | $7.8M | N/A | Q1 2025 Revenue by Segment (in thousands) | Segment | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Nucleic Acid Production | $28,750 | $46,016 | (37.5)% | | Biologics Safety Testing | $18,100 | $18,163 | (0.3)% | | **Total Revenue** | **$46,850** | **$64,179** | **(27.0)%** | - Full-year 2025 revenue guidance is maintained at **$185.0 million to $205.0 million**, which excludes potential revenue from high-volume CleanCap orders for commercial phase vaccine programs[7](index=7&type=chunk)[8](index=8&type=chunk) [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Maravai's Q1 2025 Consolidated Statement of Operations shows revenue of $46.9 million, a $49.2 million operating loss, and a $29.9 million net loss, impacted by a $12.4 million goodwill impairment Consolidated Statements of Operations Highlights (in thousands, except per share data) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $46,850 | $64,179 | | Total operating expenses | $96,012 | $83,040 | | Goodwill impairment | $12,435 | $— | | Loss from operations | $(49,162) | $(18,861) | | Net loss | $(52,853) | $(22,680) | | Net loss per Class A share | $(0.21) | $(0.09) | [Non-GAAP Financial Measures and Reconciliations](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) This section presents non-GAAP financial metrics, including a Q1 2025 Adjusted EBITDA of negative $10.5 million and an Adjusted fully diluted loss per share of $(0.08), used by management to assess core operating performance - Management uses non-GAAP measures like Adjusted EBITDA and Adjusted EPS to understand core operating performance, trends, and to facilitate period-to-period comparisons[19](index=19&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=4&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) The company reconciled a Q1 2025 GAAP net loss of $52.9 million to a non-GAAP Adjusted EBITDA of $(10.5) million, with key adjustments including goodwill impairment and stock-based compensation Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net loss** | **$(52,853)** | **$(22,680)** | | Amortization & Depreciation | $12,723 | $11,655 | | Interest expense, net | $3,553 | $3,654 | | Income tax expense | $162 | $271 | | **EBITDA** | **$(36,415)** | **$(7,100)** | | Stock-based compensation | $10,403 | $12,057 | | Goodwill impairment | $12,435 | $— | | Other adjustments | $2,928 | $2,838 | | **Adjusted EBITDA (non-GAAP)** | **$(10,549)** | **$7,795** | [Reconciliation of Net Loss to Adjusted Net Loss and Adjusted EPS](index=5&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20Net%20Loss%20and%20Adjusted%20EPS) Maravai reported a Q1 2025 Adjusted Net Loss of $20.4 million, resulting in an Adjusted Fully Diluted Loss Per Share of $(0.08), after adjusting for specific non-recurring items Adjusted Net Loss and EPS (non-GAAP) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Adjusted net loss (in thousands) | $(20,436) | $(5,368) | | Adjusted fully diluted loss per share | $(0.08) | $(0.02) | [Explanatory Notes and Definitions](index=5&type=section&id=Explanatory%20Notes%20and%20Definitions) This section defines non-GAAP measures like Adjusted EBITDA and Adjusted Net Loss, detailing specific adjustments such as a $12.4 million goodwill impairment and acquisition-related costs - A goodwill impairment charge of **$12.4 million** was recorded for the Nucleic Acid Production segment[15](index=15&type=chunk) - Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes, depreciation, amortization, and other specific items like acquisition costs, stock-based compensation, and impairment charges[17](index=17&type=chunk) - Retention payments related to the MyChem acquisition concluded in Q1 2024. Retention payments for the Alphazyme acquisition will continue through December 31, 2025[14](index=14&type=chunk) [Forward-Looking Statements and Risk Factors](index=9&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) This section outlines forward-looking statements and significant risk factors, including customer demand fluctuations, CleanCap® sales dependency, competition, supply chain vulnerabilities, and debt-related risks - Key business risks include significant fluctuations in operating results, dependency on customer spending, and uncertainty regarding revenue from high-volume CleanCap® sales for commercial vaccines[24](index=24&type=chunk) - The company faces competition from larger life science and pharmaceutical companies that could render its technology obsolete[24](index=24&type=chunk) - Operational and financial risks include reliance on a limited number of suppliers, product liability lawsuits, ability to service debt, and potential conflicts of interest due to its 'controlled company' status and Tax Receivable Agreement (TRA)[25](index=25&type=chunk)[26](index=26&type=chunk)