Equity and Loss Per Share | Equity 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 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 Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders: As of and for the year ended December 31, 2023 As of and for the period from May 2, 2022 through December 31, 2022 NuScale Corp Class A common stock Beginning of period 69,353,019 41,971,380 Conversion of combined interests into Class A common stock 2,613,788 21,305,891 Issuance of Class A common stock 1,737,378 — Vesting or exercise of equity awards 3,190,981 4,431,824 Vesting of earn out shares — 1,643,924 End of period 76,895,166 69,353,019 NuScale LLC Class B units (NCI) Beginning of period 157,090,820 178,396,711 Conversion of combined interests into Class A common stock (2,613,788) (21,305,891) End of period 154,477,032 157,090,820 Total Beginning of period 226,443,839 220,368,091 Issuance of Class A common stock 1,737,378 — Vesting or exercise of equity awards 3,190,981 4,431,824 Vesting of earn out shares — 1,643,924 End of period 231,372,198 226,443,839 As of and for the year ended December 31, 2023 As of and for the period from May 2, 2022 through December 31, 2022 Ownership Percentage NuScale Corp Class A common stock Beginning of period 30.6 % 19.0 % End of period 33.2 % 30.6 % NuScale LLC Class B units (NCI) Beginning of period 69.4 % 81.0 % End of period 66.8 % 69.4 % 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. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of combined interests. Members’ Equity of NuScale LLC Prior to the Transaction, NuScale LLC issued equity consisting of common units and convertible preferred units (“CPU”s). Each common unit was entitled to one vote, while holders of CPUs had voting rights equivalent to the number of CPUs held multiplied by a common equivalent ratio, as defined, which was set at 100% at the time of the Company’s recapitalization in 2011. The CPUs had a 10.0% cumulative preferred return per year compounded quarterly on the unreturned preferred capital, beginning on the date such CPU was issued. In addition, as discussed further in note 9, NuScale LLC had mezzanine equity. As consideration for the reverse recapitalization, 178,396,711 shares of NuScale Corp’s Class B common stock were issued. Simultaneously, all NuScale LLC units and CPUs outstanding were reclassified to common stock and additional paid-in capital at carrying value, including NuScale LLC units previously presented as mezzanine equity. In addition, the accumulated preferred return was nullified upon conversion. 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. Basic loss per share is based on the weighted-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 and Warrants, 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 warrant 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 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. As of and for the year ended December 31, 2023 As of and for the period from May 2, 2022 through December 31, 2022 Net loss attributable to Class A common stockholders $ (58,362) $ (25,914) Weighted-average shares for basic and diluted loss per share 73,386,018 50,763,844 Basic and Diluted loss per share of Class A common stock $ (0.80) $ (0.51) Anti-dilutive securities excluded from shares outstanding: Class B common shares 154,477,032 157,090,820 Stock options 9,565,211 12,224,783 Warrants 18,458,701 18,458,703 Time-based RSUs 3,255,317 2,140,651 Total 185,756,261 189,914,957 On August 9, 2023, NuScale entered into a Sales Agreement with Cowen and Company, LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company may offer and sell shares of the Company’s Class A common stock, having an aggregate sales price of up to $150,000 from time to time through the sales agents (“ATM Program”). During the year ended December 31, 2023, the Company issued and sold 1,737,378 shares of Class A common stock for the gross and net proceeds of $10,356 and $9,836, respectively, with no such sales for the same periods in the prior year. As of December 31, 2023 , we have 18,262,622 shares of Class A common stock, at an aggregate sales price up to $139,644, eligible for sale under the ATM Program. Subsequent to December 31, 2023, the Company issued and sold 2,111,199 shares of Class A common stock for the gross and net proceeds of $5,578 and $5,438, respectively. |