Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entity Registrant Name | NUSCALE POWER CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1588588 | |
Entity Address, Address Line One | 6650 SW Redwood Ln Suite 210 | |
Entity Address, City or Town | Portland | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97224 | |
City Area Code | 971) | |
Local Phone Number | 371-1592 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001822966 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Class A | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | SMR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 42,494,708 | |
Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 178,396,711 | |
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | SMR.WS | |
Security Exchange Name | NYSE | |
Former Address | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | 2100 McKinney Ave. | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Information, Former Legal or Registered Name | Spring Valley Acquisition Corp. | |
Entity Address, Address Line Two | Suite 1675 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 350,823 | $ 77,094 |
Prepaid expenses | 7,670 | 4,147 |
Accounts receivable | 15,001 | 4,833 |
Total current assets | 373,494 | 86,074 |
Property, plant and equipment, net | 5,325 | 4,960 |
In-process research and development | 16,900 | 16,900 |
Intangible assets, net | 1,148 | 1,236 |
Goodwill | 8,255 | 8,255 |
Other assets | 2,109 | 3,772 |
Total assets | 407,231 | 121,197 |
Current liabilities | ||
Accounts payable and accrued expenses | 24,135 | 22,375 |
Accrued compensation | 5,647 | 10,552 |
Convertible notes payable | 0 | 14,041 |
Other accrued liabilities | 657 | 1,440 |
Total current liabilities | 30,439 | 48,408 |
Warrant liabilities | 41,412 | 0 |
Noncurrent liabilities | 2,848 | 2,976 |
Deferred revenue | 794 | 1,415 |
Total liabilities | 75,493 | 52,799 |
Mezzanine equity | 0 | 2,140 |
Stockholders’ Equity | ||
Convertible preferred units | 819,694 | |
Common units | 28,184 | |
Additional paid-in capital | 221,379 | |
Accumulated deficit | (158,771) | (781,620) |
Total Stockholders’ Equity Excluding Noncontrolling Interests | 66,258 | |
Total Stockholders’ Equity Excluding Noncontrolling Interests | 62,630 | |
Noncontrolling interests | 269,108 | |
Total Stockholders' Equity | 331,738 | |
Total Liabilities, Mezzanine Equity and Stockholders' Equity | 407,231 | $ 121,197 |
Class A | ||
Stockholders’ Equity | ||
Common stock, value, issued | 4 | |
Class B | ||
Stockholders’ Equity | ||
Common stock, value, issued | $ 18 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,749 | $ 372 | $ 5,194 | $ 1,036 |
Cost of sales | (1,739) | (245) | (2,944) | (651) |
Gross margin | 1,010 | 127 | 2,250 | 385 |
Research and development expenses | 28,628 | 20,900 | 53,008 | 39,651 |
General and administrative expenses | 15,443 | 10,893 | 25,963 | 18,838 |
Other expenses | 9,605 | 9,280 | 19,793 | 19,301 |
Loss from operations | (52,666) | (40,946) | (96,514) | (77,405) |
Department of Energy cost share | 25,177 | 16,833 | 45,639 | 31,569 |
Change in fair value of warrant liabilities | 6,120 | 0 | 6,120 | 0 |
Other cost share (interest expense) | (11) | (566) | 2 | (1,509) |
Loss before income taxes | (21,380) | (24,679) | (44,753) | (47,345) |
Provision (benefit) for income taxes | 0 | 0 | 0 | 0 |
Net loss | (21,380) | (24,679) | (44,753) | (47,345) |
Net loss attributable to legacy NuScale LLC holders prior to Transaction | (7,782) | 0 | (31,155) | 0 |
Net loss attributable to noncontrolling interests | (11,005) | 0 | (11,005) | 0 |
Net Loss Attributable to Class A Common Stockholders | $ (2,593) | $ (24,679) | $ (2,593) | $ (47,345) |
Loss per Share of Class A Common Stock: | ||||
Basic (usd per share) | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
Diluted (usd per share) | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
Weighted-Average Shares of Class A Common Stock Outstanding: | ||||
Basic (shares) | 42,028,341 | 0 | 42,028,341 | 0 |
Weighted-average shares for diluted loss per share (shares) | 42,028,341 | 0 | 42,028,341 | 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Class A | Class B | Convertible Preferred Units | Common Units | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests |
Beginning balance (shares) at Dec. 31, 2020 | 6,000,000 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 2,140 | |||||||||
Ending balance (shares) at Jun. 30, 2021 | 6,000,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 2,140 | |||||||||
Beginning balance (shares) at Dec. 31, 2020 | 542,729,000 | |||||||||
Beginning balance at Dec. 31, 2020 | (29,139) | $ 629,089 | $ 20,899 | $ (679,127) | ||||||
Beginning balance (shares) at Dec. 31, 2020 | 5,492,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Sale of convertible preferred units (shares) | 48,490,000 | |||||||||
Sale of convertible preferred units | 98,540 | $ 98,540 | ||||||||
Issuance of convertible preferred units (shares) | 20,000 | |||||||||
Issuance of convertible preferred units | 39 | $ 39 | ||||||||
Exercise of common unit options (shares) | 2,624,000 | |||||||||
Exercise of common unit options | 394 | $ 394 | ||||||||
Issuance of treasury units/stock (shares) | 66,000 | |||||||||
Issuance of treasury units/stock | 73 | $ 73 | ||||||||
Equity-based compensation expense | 4,188 | 4,188 | ||||||||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | 0 | |||||||||
Net loss | (47,345) | (47,345) | ||||||||
Ending balance (shares) at Jun. 30, 2021 | 591,239,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 26,750 | $ 727,668 | $ 25,554 | (726,472) | ||||||
Ending balance (shares) at Jun. 30, 2021 | 8,182,000 | |||||||||
Beginning balance (shares) at Mar. 31, 2021 | 6,000,000 | |||||||||
Beginning balance at Mar. 31, 2021 | $ 2,140 | |||||||||
Ending balance (shares) at Jun. 30, 2021 | 6,000,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 2,140 | |||||||||
Beginning balance (shares) at Mar. 31, 2021 | 563,843,000 | |||||||||
Beginning balance at Mar. 31, 2021 | (8,133) | $ 669,628 | $ 24,032 | (701,793) | ||||||
Beginning balance (shares) at Mar. 31, 2021 | 5,529,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Sale of convertible preferred units (shares) | 27,396,000 | |||||||||
Sale of convertible preferred units | 58,040 | $ 58,040 | ||||||||
Issuance of convertible preferred units (shares) | 0 | |||||||||
Issuance of convertible preferred units | 0 | $ 0 | ||||||||
Exercise of common unit options (shares) | 2,587,000 | |||||||||
Exercise of common unit options | 383 | $ 383 | ||||||||
Issuance of treasury units/stock (shares) | 66,000 | |||||||||
Issuance of treasury units/stock | 73 | $ 73 | ||||||||
Equity-based compensation expense | 1,066 | 1,066 | ||||||||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | 0 | |||||||||
Net loss | (24,679) | (24,679) | ||||||||
Ending balance (shares) at Jun. 30, 2021 | 591,239,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 26,750 | $ 727,668 | $ 25,554 | (726,472) | ||||||
Ending balance (shares) at Jun. 30, 2021 | 8,182,000 | |||||||||
Beginning balance (shares) at Dec. 31, 2021 | 6,000,000 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 2,140 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Reverse recapitalization, net (shares) | (6,000,000) | |||||||||
Reverse recapitalization, net | $ (2,140) | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||
Beginning balance (shares) at Dec. 31, 2021 | 633,261,000 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 66,258 | $ 819,694 | $ 28,184 | $ 0 | (781,620) | $ 0 | ||||
Beginning balance (shares) at Dec. 31, 2021 | 9,074,000 | |||||||||
Beginning balance (shares) at Dec. 31, 2021 | 42,028,341 | 178,396,711 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of common unit options (shares) | 775,094 | 3,764,000 | ||||||||
Exercise of common unit options | $ 847 | $ 847 | ||||||||
Repurchase of common units (shares) | (358,000) | |||||||||
Repurchase of common units | (566) | $ (566) | ||||||||
Issuance of treasury units/stock (shares) | 12,000 | |||||||||
Issuance of treasury units/stock | 20 | $ 20 | ||||||||
Conversion of equity award to liability award | (50) | (50) | ||||||||
Equity-based compensation expense | 2,132 | $ 1,359 | 773 | |||||||
Reverse recapitalization, net (shares) | (633,261,000) | (12,492,000) | 42,028,000 | 178,397,000 | ||||||
Reverse recapitalization, net | 307,850 | $ (819,694) | $ (29,794) | $ 4 | $ 18 | 220,606 | 656,597 | 280,113 | ||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | (31,155) | (31,155) | ||||||||
Net loss after the Transaction | (13,598) | (2,593) | (11,005) | |||||||
Net loss | (44,753) | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 42,028,341 | 178,396,711 | 42,028,000 | 178,397,000 | ||||||
Ending balance at Jun. 30, 2022 | 62,630 | |||||||||
Ending balance at Jun. 30, 2022 | $ 331,738 | $ 4 | $ 18 | 221,379 | (158,771) | 269,108 | ||||
Beginning balance (shares) at Mar. 31, 2022 | 6,000,000 | |||||||||
Beginning balance at Mar. 31, 2022 | $ 2,140 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Reverse recapitalization, net (shares) | (6,000,000) | |||||||||
Reverse recapitalization, net | $ (2,140) | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||
Beginning balance (shares) at Mar. 31, 2022 | 633,261,000 | |||||||||
Beginning balance at Mar. 31, 2022 | $ 819,694 | $ 29,082 | ||||||||
Beginning balance (shares) at Mar. 31, 2022 | 11,671,000 | |||||||||
Beginning balance (shares) at Mar. 31, 2022 | 0 | 0 | ||||||||
Beginning balance at Mar. 31, 2022 | 43,783 | $ 0 | $ 0 | 0 | (804,993) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of common unit options (shares) | 836,000 | |||||||||
Exercise of common unit options | 377 | $ 377 | ||||||||
Repurchase of common units (shares) | (15,000) | |||||||||
Repurchase of common units | (3) | $ (3) | ||||||||
Issuance of treasury units/stock (shares) | 0 | |||||||||
Issuance of treasury units/stock | 0 | $ 0 | ||||||||
Conversion of equity award to liability award | 0 | 0 | ||||||||
Equity-based compensation expense | 1,111 | $ 338 | 773 | |||||||
Reverse recapitalization, net (shares) | (633,261,000) | (12,492,000) | 42,028,000 | 178,397,000 | ||||||
Reverse recapitalization, net | 307,850 | $ (819,694) | $ (29,794) | $ 4 | $ 18 | 220,606 | 656,597 | 280,113 | ||
Net loss attributable to legacy NuScale LLC holders prior to Transaction | (7,782) | (7,782) | ||||||||
Net loss after the Transaction | (13,598) | (2,593) | (11,005) | |||||||
Net loss | (21,380) | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||||||
Ending balance (shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance (shares) at Jun. 30, 2022 | 42,028,341 | 178,396,711 | 42,028,000 | 178,397,000 | ||||||
Ending balance at Jun. 30, 2022 | 62,630 | |||||||||
Ending balance at Jun. 30, 2022 | $ 331,738 | $ 4 | $ 18 | $ 221,379 | $ (158,771) | $ 269,108 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING CASH FLOW | ||
Net loss | $ (44,753) | $ (47,345) |
Adjustments to reconcile net loss to operating cash flow: | ||
Depreciation | 1,215 | 1,014 |
Amortization of intangibles | 89 | 89 |
Equity-based compensation expense | 2,132 | 4,188 |
Change in fair value of warrant liabilities | (6,120) | 0 |
Net noncash change in right of use assets and lease liabilities | 803 | 754 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (2,597) | 426 |
Accounts receivable | (10,168) | (7,728) |
Accounts payable and accrued expenses | 1,789 | (555) |
Lease liability | (812) | (896) |
Deferred DOE cost share | (104) | 426 |
Deferred revenue | (621) | 65 |
Accrued compensation | (4,905) | (1,116) |
Net cash used in operating activities | (64,052) | (50,678) |
INVESTING CASH FLOW | ||
Purchases of property, plant and equipment | (1,581) | (437) |
Net cash used in investing activities | (1,581) | (437) |
FINANCING CASH FLOW | ||
Proceeds from Transaction, net | 341,462 | 0 |
Payments of Transaction costs | (2,401) | 0 |
Proceeds from debt issuance | 0 | 27,200 |
Repayment of debt | 0 | (47,200) |
Proceeds from sale of convertible preferred units | 0 | 100,500 |
Proceeds from exercise of common unit options | 847 | 394 |
Repurchase of common units | (566) | 0 |
Issuance of treasury units | 20 | 73 |
Net cash provided by financing activities | 339,362 | 80,967 |
Net increase in cash and cash equivalents | 273,729 | 29,852 |
Cash and Cash Equivalents [Abstract] | ||
Beginning of period | 77,094 | 4,864 |
End of period | 350,823 | 34,716 |
Summary of noncash investing and financing activities: | ||
Assumption of Transaction warrant liabilities | 47,532 | 0 |
Debt converted to equity | 14,181 | 0 |
Conversion of equity options to liability award | 50 | 0 |
Conversion of accounts payable to convertible preferred units | 0 | 39 |
Equity issuance fees | 0 | 1,960 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 0 | $ 1,478 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (usd per share) | $ 0.0001 | |
Common stock, shares authorized (shares) | 332,000,000 | |
Common stock, shares issued (shares) | 42,028,341 | |
Class A | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 332,000,000 | |
Common stock, shares outstanding (shares) | 42,028,341 | 42,028,341 |
Common stock, shares issued (shares) | 42,028,341 | |
Class B | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 179,000,000 | 179,000,000 |
Common stock, shares outstanding (shares) | 178,396,711 | 178,396,711 |
Common stock, shares issued (shares) | 178,396,711 | 178,396,711 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Organization and Operations NuScale Power Corporation (“NuScale Corp” or the “Company”), is commercializing a modular, scalable 77 megawatt electric (gross) light water reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University. The Company is majority owned by Fluor Enterprises, Inc. (“Fluor”), a subsidiary of Fluor Corporation. |
Merger Transaction
Merger Transaction | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Merger Transaction | Merger Transaction Merger with Spring Valley In December 2021, NuScale LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Spring Valley. Pursuant to the Merger Agreement, Merger Sub merged with and into NuScale LLC (the “Merger”), with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Power Corporation, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the Merger Agreement and Merger (collectively the “Transaction”) was completed. The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley is the legal parent company, GAAP dictates that the financial statements of NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Transaction with Spring Valley. The following table provides the historical cost of the assets and liabilities assumed as a result of the Transaction: Cash $ 341,462 Warrant liabilities (47,532) Total net assets $ 293,930 In connection with the Transaction, each Convertible Preferred Unit of the NuScale LLC was converted into common units using an exchange ratio, and each NuScale LLC common unit holder received a certain number of Surviving Company Class B common units and non-economic voting shares of NuScale Corp Class B common stock based on an exchange ratio. Holders of Surviving Company Class B common units have the right to exchange each Surviving Company Class B common unit they hold, together with the cancellation for no consideration of one share of NuScale Corp Class B common stock, par value $0.0001, for one share of NuScale Corp Class A common stock, par value $0.0001, (or cash), subject to certain restrictions. Further, in connection with the Merger Agreement, Spring Valley also entered into Subscription Agreements with PIPE Investors to purchase shares of NuScale Power Corporation Class A common stock. These investments were contingent on the closing of the Transaction. Additionally, $30,000 of these investments were contingent on the entry into definitive documents between the investor, Fluor Corporation and NuScale LLC with respect to certain ancillary commercial arrangements, which were satisfied in February 2022. As of June 30, 2022, these investors purchased 23,700,002 shares of Class A common stock for an aggregate amount of $235,000. Finally, in connection with the Transaction, the convertible loan held by Fluor, identified in the December 31, 2021 balance sheet as convertible note payable, was converted into 8,257,560 NuScale LLC Class B units in April 2022 (which then received Surviving Company common units and non-economic voting shares of NuScale Power Corporation Class B common stock). The Transaction resulted in NuScale LLC receiving cash in the amount of $341,462, consisting of $235,000 in PIPE funding and $145,525 in cash in trust, partially offset by transaction costs of $39,063. The following summarizes the Common Stock outstanding immediately following the Transaction, on May 3, 2022: Shares % Spring Valley Class A Shareholders 14,400,369 6.5 % Spring Valley Founders (B) 3,871,009 1.8 % Total Spring Valley 18,271,378 8.3 % Legacy NuScale Equityholders 178,396,711 81.0 % PIPE Shares 23,700,002 10.8 % Total Shares at Closing (excluding shares below) 220,368,091 100.0 % Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options 14,742,933 Other - Earn Out Shares (A) 1,643,924 Total Shares 236,754,948 (A) Spring Valley Founders also receive “Earn Out Shares”, should certain criteria be met. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share. (B) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. Earn Out Shares The Company has excluded Earn Out Shares in the calculation of the ownership interests in NuScale LLC as the Earn Out Shares are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Transaction. To the extent these price thresholds are met, the Earn Out Shares will no longer be subject to forfeiture and the units will then be included in the calculation of the ownership interests in NuScale Corp. Warrants The Private Placement Warrants and the Public Warrants (collectively the “Warrants”) are included on the balance sheet as Warrant liabilities. We are required to measure the fair value of the Warrants at the end of each reporting period. See note 5 for the rights of the Warrant holders and note 6 for the valuation methodology. Tax Receivable Agreements Upon consummation of the Transaction, as part of the Up-C structure, substantially all of the assets of the combined company are held by NuScale LLC, and NuScale Corp’s only asset is its equity interest in NuScale LLC. NuScale Corp entered into a Tax Receivable Agreement (“TRA”) with NuScale LLC, each of the TRA Holders (as defined in the TRA), and Fluor, in its capacity as TRA Representative. Pursuant to the TRA, NuScale Corp must pay 85% of the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange by the TRA holders of NuScale LLC Class B units for shares of Class A common stock or cash in the future. NuScale Corp will benefit from the remaining 15% of cash tax savings, if any, realized as a result of such tax benefits. Cash tax savings will be computed by comparing NuScale Corp’s actual income tax liability to the amount of such taxes that NuScale Corp would have been required to pay had there been no increase to the tax basis of its assets as a result of the Transaction or the exchanges and had NuScale Corp not entered into the TRA (calculated by making certain assumptions). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under U.S. GAAP (“GAAP”), and therefore should be read in conjunction with the 2021 audited financial statements of NuScale LLC, and the notes thereto. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented. Principles of Consolidation As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp, has both the power to direct the activities, and direct ownership to share in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants. All significant intercompany transactions have been eliminated upon consolidation. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 5 for further discussion of the pertinent terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants. Income Taxes NuScale Corp accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. Once identified, the Company will recognize penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. NuScale LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes that is not subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members. |
Noncontrolling Interests and Lo
Noncontrolling Interests and Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest And Earnings Per Share [Abstract] | |
Noncontrolling Interests and Loss Per Share | Noncontrolling Interests and Loss Per Share Noncontrolling Interests Following the Transaction, holders of Class A common stock own direct controlling interest in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B Units. The following table summarizes the economic interests of NuScale Power Corporation between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of June 30, 2022: June 30, 2022 % of Economic Interests NuScale Corp Class A common stock 42,028,341 19.1 % NuScale LLC Class B Units (NCI) 178,396,711 80.9 % 220,425,052 100.0 % The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. The calculation of NCI is based on the net assets of NuScale Corp following the completion of the Transaction. Loss Per Share Prior to the Transaction, the membership structure of NuScale LLC included units that had profit interests. The Company analyzed the calculation of net loss per unit for periods prior to the Transaction and determined that it resulted in values that would not be meaningful to the readers of these financial statements. Therefore, net loss per unit information has not been presented for periods prior to May 2, 2022. As discussed in Note 2, the Company has issued Earn Out Shares, that are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with GAAP, Earn Out Shares are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earn Out Shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options, Warrants and Earn Out Shares, if any, using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive. The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the period from May 3, 2022 to June 30, 2022, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carry no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented. Three Months Ended June 30, 2022 Net loss attributable to Class A common stockholders $ (2,593) Weighted-average shares for basic and diluted loss per share 42,028,341 Basic and Diluted loss per share of Class A common stock $ (0.06) Anti-dilutive securities excluded from shares outstanding: Class B common shares 178,396,711 Stock options and RSUs 14,742,933 Warrants 20,400,000 Earn Out 1,643,924 Total 215,183,568 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Warrant Liabilities As of June 30, 2022, the Company had 11,500,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding. Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire five years from the date of the Transaction or earlier upon redemption or liquidation. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 . The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and • if the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 . The Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders; and • if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If the Company calls the Public Warrants for redemption, as described above, the exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Beginning with the 30th day following the Transaction, the Private Placement Warrants became almost identical to the Public Warrants underlying the Units sold in the Spring Valley Initial Public Offering. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants. However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1. The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 23,345 $ — $ — $ 23,345 Private Placement Warrants — 18,067 — 18,067 Total Warrant Liabilities as of June 30, 2022 $ 23,345 $ 18,067 $ — $ 41,412 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts ReceivableAccounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. At June 30, 2022 and December 31, 2021, accounts receivable are presented net of $1,776 and $10,237, respectively, of related deferred DOE cost share liabilities that have the right of offset. Reimbursement under the awards are included in Department of Energy Cost Share in the Statement of Operations. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,082 5,638 Software 16,487 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 26,778 24,074 Less: Accumulated depreciation (21,847) (20,632) Add: Assets under development 394 1,518 Net property, plant and equipment $ 5,325 $ 4,960 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Convertible Note Payable In September 2011, NuScale entered into a convertible loan agreement with Fluor in the amount of $10,281 with an original maturity date of September 30, 2013, which was extended annually. The debt was convertible at Fluor’s option at the original issue price per unit of the Company’s next round of financing securities amounting to no less than $16,000. In April 2022, Fluor elected to convert all of its outstanding debt, totaling $14,181, into 8,257,560 NuScale LLC common units (which then received Surviving Company common units and non-economic voting shares of NuScale Corp Class B common stock) at a price per unit of $9.91, which is equivalent to the PIPE price per unit received in conjunction with the Transaction. Other Notes Payable In January, 2021, NuScale signed a Line of Credit Promissory Note with Fluor in the amount of $30,000. Fluor advanced the Company $27,200 under this agreement all of which was repaid in June 2021. This Line of Credit Promissory Note expired at December 31, 2021. |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits401(k) PlanThe Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $495 and $488 for the three months ended June 30, 2022 and 2021, respectively, and $1,167 and $913 for the six months ended June 30, 2022 and 2021, respectively |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC. The effective tax rate was 0% for the three months ended June 30, 2022. The effective income tax rate for the three months ended June 30, 2022 differed significantly from the statutory rates, primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction. Income tax expense recorded in the three months ended June 30, 2022 represents amounts owed to state authorities due to the change in corporate taxpayer status following the Transaction. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of June 30, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Options to purchase common units of NuScale LLC under the Fourth Amended and Restated Equity Incentive Plan of NuScale LLC (the “Legacy Plan”) were granted, before completion of the Transaction, at an exercise price equal to the fair market value of the NuScale LLC’s common units at the date of grant. In connection with the Transaction, all outstanding options to purchase NuScale LLC common units converted into options to purchase 14,742,933 NuScale Corp Class A common stock. Shares underlying those options, and an additional 17,760,961 shares of Class A common stock issuable under the Company’s 2022 long-term incentive plan, were registered on a registration statement on Form S-8, filed with the SEC on July 5, 2022. Except with respect to equity awards outstanding as of the Transaction, the Legacy Plan terminated on May 2, 2022, and no further equity awards will be made, or have been made since, under the Legacy Plan. The following table summarizes the activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units adjusted using the exchange ratio): Share Options Number of Weighted Average Outstanding at December 31, 2021 15,393,670 $ 3.64 Granted 208,013 9.53 Exercised (775,094) 1.22 Forfeited (38,797) 6.80 Expired (44,859) 3.24 Outstanding at June 30, 2022 14,742,933 3.87 Exercisable at June 30, 2022 12,721,473 3.41 The total compensation expense recognized for common share options vested during the three months ended June 30, 2022 and 2021 was $1,111 and $1,066, respectively, and $2,132 and $4,188 for the six months ended June 30, 2022 and 2021, respectively. This includes G&A expense of $399 and other expense of $712 for the three months ended June 30, 2022 and $520 of G&A expense and $546 in other expense for the three months ended June 30, 2021. The six months ended June 30, 2022 and 2021 include G&A expense of $843 and $2,179, respectively, and other expense of $1,289 and $2,009, respectively. The Company measures the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 was $6.29. The following assumptions were used in determining the fair value of options granted during the six months ended June 30: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % Common Unit Appreciation Rights In April 2013, the Company granted its Chief Executive Officer 1,000,000 NuScale LLC common unit appreciation rights (“UARs”). The UARs vested one-third each year on the anniversary of the grant date. Upon exercise of a UAR, the holder will receive common units equal to the excess of the fair value of the common units over the strike price of $0.11 at the grant date multiplied by the number of rights exercised and divided by the fair value of the common unit upon exercise. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsFrom time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or NuScale perform services for one another. For the three months ended June 30, 2022 and 2021, NuScale incurred expenses of $5,571 and $2,303, respectively, while for the six months ended June 30, 2022 and 2021, NuScale incurred expenses of $9,172 and $5,496, respectively. As of June 30, 2022 and December 31, 2021, NuScale owes Fluor, as accounts payable, amounts totaling $3,524 and $3,731, respectively. For the three months ended June 30, 2022 and 2021, NuScale earned revenue of $1,956 and $254, respectively, and for the six months ended June 30, 2022 and 2021, NuScale earned $3,517 and $695, respectively. In addition, at June 30, 2022 and December 31, 2021, the Company owes Fluor, as a noncurrent liability, $2,765. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Additionally, we are involved in various legal proceedings and claims relating to the Transaction with Spring Valley. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. In conjunction with Utah Associated Municipal Power Systems (“UAMPS”) Award 8935, we entered into a Development Cost Reimbursement Agreement (“DCRA”), pursuant to which we are developing the NRC license application and performing other site licensing and development activities. Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which varies based on the stage of project development, if certain performance criteria are not met. The maximum reimbursement based on the current stage of project development is $57,000. As of June 30, 2022 the net development costs incurred by UAMPS totaled $13,024. Under this agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of these net development costs. The Company is currently using a demand deposit account as collateral for a $15,000 letter of credit covering the total net development costs outstanding at June 30, 2022. This demand deposit account must maintain a minimum amount equal to 105% of the aggregate amount available to be drawn under all letters of credit outstanding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsAn evaluation of subsequent events has been performed through the date that the financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under U.S. GAAP (“GAAP”), and therefore should be read in conjunction with the 2021 audited financial statements of NuScale LLC, and the notes thereto. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year. These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented. |
Principles of Consolidation | Principles of Consolidation As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale Power, LLC (“NuScale LLC”), a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp, has both the power to direct the activities, and direct ownership to share in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants. All significant intercompany transactions have been eliminated upon consolidation. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public and Private Placement Warrants has been estimated using the Public Warrants’ quoted market price. See note 5 for further discussion of the pertinent terms of the Warrants and note 6 for further discussion of the methodology used to determine the value of the Warrants. |
Income Taxes | Income Taxes NuScale Corp accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. Once identified, the Company will recognize penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. NuScale LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes that is not subject to U.S. federal income tax. As such, its net taxable income or loss and any related tax credits are allocated to its members. |
Fair Value Measurement | The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 Quoted prices in active markets for identical instruments; Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including deposits, accounts payable, accrued expenses and convertible notes payable approximates fair value due to their short maturities. Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. Due to the similarity of the features of the Public and Private Warrants, management has concluded that the price of the Public Warrants would be used in the valuation of the Private Placement Warrants. However, since the two types of Warrants are not identical and the Private Warrants are not actively traded, we have classified the Private Placement Warrants as Level 2, while the Public Warrants are classified as Level 1. |
Merger Transaction (Tables)
Merger Transaction (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table provides the historical cost of the assets and liabilities assumed as a result of the Transaction: Cash $ 341,462 Warrant liabilities (47,532) Total net assets $ 293,930 The following summarizes the Common Stock outstanding immediately following the Transaction, on May 3, 2022: Shares % Spring Valley Class A Shareholders 14,400,369 6.5 % Spring Valley Founders (B) 3,871,009 1.8 % Total Spring Valley 18,271,378 8.3 % Legacy NuScale Equityholders 178,396,711 81.0 % PIPE Shares 23,700,002 10.8 % Total Shares at Closing (excluding shares below) 220,368,091 100.0 % Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options 14,742,933 Other - Earn Out Shares (A) 1,643,924 Total Shares 236,754,948 (A) Spring Valley Founders also receive “Earn Out Shares”, should certain criteria be met. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher over any 20 trading days within a 30-day window during the 60 months following the closing and the VWAP is greater than or equal to $14.00 per share. (B) Includes an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors. |
Noncontrolling Interests and _2
Noncontrolling Interests and Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest And Earnings Per Share [Abstract] | |
Schedule of Non-Controlling Interests | The following table summarizes the economic interests of NuScale Power Corporation between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders as of June 30, 2022: June 30, 2022 % of Economic Interests NuScale Corp Class A common stock 42,028,341 19.1 % NuScale LLC Class B Units (NCI) 178,396,711 80.9 % 220,425,052 100.0 % |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the period from May 3, 2022 to June 30, 2022, the period where the Company had Class A and Class B common stock outstanding. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carry no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented. Three Months Ended June 30, 2022 Net loss attributable to Class A common stockholders $ (2,593) Weighted-average shares for basic and diluted loss per share 42,028,341 Basic and Diluted loss per share of Class A common stock $ (0.06) Anti-dilutive securities excluded from shares outstanding: Class B common shares 178,396,711 Stock options and RSUs 14,742,933 Warrants 20,400,000 Earn Out 1,643,924 Total 215,183,568 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table represents the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022: (in thousands) Level 1 Level 2 Level 3 Total Warrant Liabilities: Public Warrants $ 23,345 $ — $ — $ 23,345 Private Placement Warrants — 18,067 — 18,067 Total Warrant Liabilities as of June 30, 2022 $ 23,345 $ 18,067 $ — $ 41,412 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: June 30, December 31, (in thousands) 2022 2021 Furniture and fixtures $ 173 $ 173 Office and computer equipment 7,082 5,638 Software 16,487 15,227 Test equipment 347 347 Leasehold improvements 2,689 2,689 26,778 24,074 Less: Accumulated depreciation (21,847) (20,632) Add: Assets under development 394 1,518 Net property, plant and equipment $ 5,325 $ 4,960 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes the activity relating to the Legacy Plan of NuScale LLC (historical NuScale LLC units adjusted using the exchange ratio): Share Options Number of Weighted Average Outstanding at December 31, 2021 15,393,670 $ 3.64 Granted 208,013 9.53 Exercised (775,094) 1.22 Forfeited (38,797) 6.80 Expired (44,859) 3.24 Outstanding at June 30, 2022 14,742,933 3.87 Exercisable at June 30, 2022 12,721,473 3.41 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used in determining the fair value of options granted during the six months ended June 30: 2022 Risk-free interest rate 1.44 % Expected dividend yield NA Expected option life 6.25 years Expected price volatility 73.98 % |
Nature of Business - Narrative
Nature of Business - Narrative (Details) | Jun. 30, 2022 MW |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of megawatts (mw) | 77 |
Merger Transaction - Schedule o
Merger Transaction - Schedule of Historical Cost of Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Reverse Recapitalization [Abstract] | |
Cash | $ 341,462 |
Warrant liabilities | (47,532) |
Total net assets | $ 293,930 |
Merger Transaction - Narrative
Merger Transaction - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | |||
May 02, 2022 USD ($) | Apr. 30, 2022 shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | |||||
Recapitalization exchange ratio | 1 | |||||
Reverse recapitalization, subscription agreement, contingent investments, value | $ 30 | |||||
Sale of stock, number of shares issued in transaction | shares | 23,700,002 | |||||
Sale of stock, consideration received on transaction | $ 235,000 | |||||
Units issued (shares) | shares | 8,257,560 | |||||
Proceeds from Transaction, net | $ 341,462 | $ 341,462 | $ 0 | |||
Proceeds from issuance of private placement | 235,000 | |||||
Cash acquired through reverse recapitalization | 145,525 | |||||
Reverse recapitalization, accrued transaction costs | $ 39,063 | |||||
Reverse recapitalization, contingent consideration forfeiture period | 5 years | |||||
Class B | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Merger Transaction - Schedule_2
Merger Transaction - Schedule of Common Stock Outstanding (Details) - shares | 6 Months Ended | |
May 03, 2022 | Jun. 30, 2022 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Legacy NuScale Equityholders (shares) | 178,396,711 | |
PIPE Shares (shares) | 23,700,002 | |
Total Shares at Closing (excluding shares below) (shares) | 220,368,091 | |
Remaining NuScale Consideration Shares - upon Exercise of NuScale Corp Options (shares) | 14,742,933 | 775,094 |
Other - Earn Out Shares (shares) | 1,643,924 | |
Total Shares (shares) | 236,754,948 | |
Stock converted, reverse recapitalization, percentage of total shares outstanding | 81% | |
Stock issued during period, shares, reverse recapitalization, percentage of total shares outstanding | 10.80% | |
% | 100% | |
Spring Valley | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 18,271,378 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 8.30% | |
Spring Valley Class A Shareholders | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 14,400,369 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 6.50% | |
Spring Valley Founders | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock issued during period, acquisitions (shares) | 3,871,009 | |
Stock issued during period, shares, acquisitions, percentage of total shares outstanding | 1.80% |
Merger Transaction - Schedule_3
Merger Transaction - Schedule of Common Stock Outstanding Footnotes (Details) | May 03, 2022 d $ / shares shares |
Spring Valley Founders | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Stock issued during period, acquisitions (shares) | shares | 3,871,009 |
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period One | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Reverse recapitalization, contingent consideration, equity, shares, vesting percentage | 50% |
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ / shares | $ 12 |
Reverse recapitalization, contingent consideration, equity, shares, threshold trading days | 20 |
Reverse recapitalization, contingent consideration, equity, shares, threshold consecutive trading day period | 30 |
Reverse recapitalization, contingent consideration, equity, shares, earnout period following the closing | 60 months |
Reverse Recapitalization, Contingent Consideration, Equity, Shares, Period Two | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Reverse recapitalization, contingent consideration, equity, shares, stock price trigger (usd per share) | $ / shares | $ 14 |
Reverse recapitalization, contingent consideration, equity, shares, threshold trading days | 20 |
Reverse recapitalization, contingent consideration, equity, shares, threshold consecutive trading day period | 30 |
Reverse recapitalization, contingent consideration, equity, shares, earnout period following the closing | 60 months |
Director | Spring Valley Founders | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Stock issued during period, acquisitions (shares) | shares | 120,000 |
Noncontrolling Interests and _3
Noncontrolling Interests and Loss Per Share - Schedule of Non-Controlling Interests (Details) | Jun. 30, 2022 shares |
Noncontrolling Interest And Earnings Per Share [Abstract] | |
NuScale Corp Class A Common Stock (shares) | 42,028,341 |
NuScale Class B Units (Non-controlling interest) (shares) | 178,396,711 |
Economic interest (shares) | 220,425,052 |
NuScale Corp Class A Common Stock, percent of economic interest | 19.10% |
NuScale Class B Units (Non-controlling interest). percent of economic interest | 80.90% |
Economic interest, percent | 100% |
Noncontrolling Interests and _4
Noncontrolling Interests and Loss Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Noncontrolling Interest And Earnings Per Share [Abstract] | ||||
Net loss attributable to Class A common stockholders | $ (2,593) | |||
Net loss attributable to Class A common stockholders | $ (2,593) | |||
Weighted-average shares for basic loss per share (shares) | 42,028,341 | 0 | 42,028,341 | 0 |
Weighted-average shares for diluted loss per share (shares) | 42,028,341 | 0 | 42,028,341 | 0 |
Basic loss per share of Class A common stock (usd per share) | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
Diluted loss per share of Class A common stock (usd per share) | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 215,183,568 | |||
Class B common shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 178,396,711 | |||
Stock options and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 14,742,933 | |||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 20,400,000 | |||
Earn Out | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,643,924 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 d $ / shares shares | |
Derivative [Line Items] | |
Warrants and rights outstanding, term | 5 years |
Period after transaction when private placement warrants become identical to public warrants | 30 days |
Warrant Redemption Scenario One | |
Derivative [Line Items] | |
Stock price trigger (usd per share) | $ / shares | $ 18 |
Redemption price (usd per share) | $ / shares | $ 0.01 |
Prior written notice period for redemption | 30 days |
Threshold trading days | d | 20 |
Threshold consecutive trading day period | d | 30 |
Warrant Redemption Scenario Two | |
Derivative [Line Items] | |
Stock price trigger (usd per share) | $ / shares | $ 10 |
Redemption price (usd per share) | $ / shares | $ 0.10 |
Prior written notice period for redemption | 30 days |
Threshold trading days | d | 20 |
Threshold consecutive trading day period | d | 30 |
Public Warrants | |
Derivative [Line Items] | |
Class of warrant outstanding | shares | 11,500,000 |
Private Placement Warrants | |
Derivative [Line Items] | |
Class of warrant outstanding | shares | 8,900,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 41,412 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 41,412 | |
Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 23,345 | |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 18,067 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 23,345 | |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 23,345 | |
Level 1 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 18,067 | |
Level 2 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Level 2 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 18,067 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Level 3 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 0 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
DOE cost share liabilities | $ 1,776 | $ 10,237 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (21,847) | $ (20,632) |
Net property, plant and equipment | 5,325 | 4,960 |
Depreciable Property, Plant And Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 26,778 | 24,074 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 173 | 173 |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 7,082 | 5,638 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 16,487 | 15,227 |
Test equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 347 | 347 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | 2,689 | 2,689 |
Add: Assets under development | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment gross | $ 394 | $ 1,518 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 30, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2011 | |
Debt Disclosure [Abstract] | ||||||
Convertible note payable | $ 10,281,000 | |||||
Debt instrument, convertible, minimum conversion amount | $ 16,000,000 | |||||
Conversion of debt, amount | $ 14,181,000 | $ 14,181,000 | $ 0 | |||
Units issued (shares) | 8,257,560 | |||||
Conversion price (usd per share) | $ 9.91 | |||||
Other notes payable | $ 30,000,000 | |||||
Proceeds from other notes payable | $ 27,200,000 | |||||
Repayment of other notes payable | $ 27,200,000 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan expense | $ 495 | $ 488 | $ 1,167 | $ 913 |
Defined Contribution Plan, Tranche One | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3% | |||
Defined contribution plan, employer matching contribution, percent of match | 100% | |||
Defined Contribution Plan, Tranche Two | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2% | |||
Defined contribution plan, employer matching contribution, percent of match | 50% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate, percent | 0% |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 05, 2022 | Feb. 28, 2022 | Apr. 30, 2013 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Conversion of equity options to liability award | $ 50 | $ 0 | |||||
Granted, weighted average grant date fair value (usd per share) | $ 6.29 | ||||||
Subsequent Event | Class A | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares registered in filing (shares) | 17,760,961 | ||||||
Conversions in period (shares) | 14,742,933 | ||||||
Share-Based Payment Arrangement, Option | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | $ 1,111 | $ 1,066 | $ 2,132 | 4,188 | |||
Chief Executive Officer | Common Unit Appreciation Rights (UARs) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | $ 1,490 | ||||||
Granted (shares) | 1,000,000 | ||||||
Vesting percentage | 33.33% | ||||||
Strike price (usd per share) | $ 0.11 | ||||||
Share based compensation arrangement, accrued liability to settle award | $ 1,540 | ||||||
General and Administrative Expense | Share-Based Payment Arrangement, Option | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | 399 | 520 | $ 843 | 2,179 | |||
Other Expense | Share-Based Payment Arrangement, Option | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense | $ 712 | $ 546 | $ 1,289 | $ 2,009 |
Equity-Based Compensation - Pla
Equity-Based Compensation - Plan Activity (Details) | 6 Months Ended | |
May 03, 2022 shares | Jun. 30, 2022 $ / shares shares | |
Number of Shares | ||
Outstanding at December 31, 2021 (shares) | shares | 15,393,670 | |
Granted (shares) | shares | 208,013 | |
Exercised (shares) | shares | (14,742,933) | (775,094) |
Forfeited (shares) | shares | (38,797) | |
Expired (shares) | shares | (44,859) | |
Outstanding at June 30, 2022 (shares) | shares | 14,742,933 | |
Exercisable at June 30, 2022 (shares) | shares | 12,721,473 | |
Weighted Average Exercise Price | ||
Outstanding at December 31, 2021 (usd per share) | $ / shares | $ 3.64 | |
Granted (usd per share) | $ / shares | 9.53 | |
Exercised (usd per share) | $ / shares | 1.22 | |
Forfeited (usd per share) | $ / shares | 6.80 | |
Expired (usd per share) | $ / shares | 3.24 | |
Outstanding at June 30, 2022 (usd per share) | $ / shares | 3.87 | |
Exercisable at June 30, 2022 (usd per share) | $ / shares | $ 3.41 |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.44% |
Expected option life | 6 years 3 months |
Expected price volatility | 73.98% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||||
Related party expenses | $ 5,571 | $ 2,303 | $ 9,172 | $ 5,496 | |
Accounts payable, related parties | 3,524 | 3,731 | 3,524 | 3,731 | |
Revenue from related parties | 1,956 | $ 254 | 3,517 | $ 695 | |
Due to related parties, noncurrent | $ 2,765 | $ 2,765 | $ 2,765 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Jun. 30, 2022 USD ($) |
Loss Contingencies [Line Items] | |
Maximum reimbursement for development cost reimbursement agreement | $ 57,000,000 |
Letters of credit | $ 15,000,000 |
Minimum maintainable amount of demand deposit account, percent | 105% |
Utah Associated Municipal Power Systems | |
Loss Contingencies [Line Items] | |
Net development costs | $ 13,024,000 |