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 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 Three Months Ended March 31, Noncontrolling Interest 2024 2023 NuScale Corp Class A common stock Beginning of period 76,895,166 69,353,019 Conversion of combined interests into Class A common stock 3,637 — Issuance of Class A common stock 8,498,930 — Exercise of options and warrants and vested RSUs 1,362,510 708,036 End of period 86,760,243 70,061,055 NuScale LLC Class B Units (NCI) Beginning of period 154,477,032 157,090,820 Conversion of combined interests into Class A common stock (3,637) — End of period 154,473,395 157,090,820 Total Beginning of period 231,372,198 226,443,839 Issuance of Class A common stock 8,498,930 — Exercise of options and warrants and vested RSUs 1,362,510 708,036 End of period 241,233,638 227,151,875 Ownership Percentage NuScale Corp Class A common stock Beginning of period 33.2 % 30.6 % End of period 36.0 % 30.8 % NuScale LLC Class B Units (NCI) Beginning of period 66.8 % 69.4 % End of period 64.0 % 69.2 % 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. Loss Per Share 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 and Warrants 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 three months ended March 31, 2024 and 2023, the periods for which 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 Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Net loss attributable to Class A common stockholders $ (16,572) $ (10,962) Weighted-average shares of Class A common stock for basic and diluted loss per share 79,585,062 69,684,268 Basic and Diluted loss per share of Class A common stock $ (0.21) $ (0.16) Anti-dilutive securities excluded from shares outstanding: Shares of Class B common stock 154,473,395 157,090,820 Stock options 11,225,023 11,447,940 Warrants 18,458,701 18,458,701 Time-based RSUs 6,721,231 3,910,760 Total 190,878,350 190,908,221 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 three months ended March 31, 2024, the Company issued and sold 8,498,930 shares of Class A common stock at a weighted average price of $5.02 per share, generating gross and net proceeds of $42,681 and $41,614, respectively, with no such sales during the same period in the prior year. As of March 31, 2024, we have 9,763,692 shares of Class A common stock authorized and available under the ATM program at an aggregate sales price of up to $96,963. Subsequent to March 31, 2024, the Company issued and sold 1,761,256 shares of Class A common stock for the gross and net proceeds of $9,605 and $9,365, respectively. |