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 interests 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 June 30, As of and for the Six Months Ended June 30, Noncontrolling Interests 2024 2023 2024 2023 NuScale Corp Class A common stock Beginning of period 86,760,243 70,061,055 76,895,166 69,353,019 Exchange of combined interests into Class A common stock 8,660 2,370,805 12,297 2,370,805 Issuance of Class A common stock 4,198,064 — 12,696,994 — Exercise of options, warrants and vested RSUs 1,519,391 1,613,346 2,881,901 2,321,382 End of period 92,486,358 74,045,206 92,486,358 74,045,206 NuScale LLC Class B Units (NCI) Beginning of period 154,473,395 157,090,820 154,477,032 157,090,820 Exchange of combined interests into Class A common stock (8,660) (2,370,805) (12,297) (2,370,805) End of period 154,464,735 154,720,015 154,464,735 154,720,015 Total Beginning of period 241,233,638 227,151,875 231,372,198 226,443,839 Issuance of Class A common stock 4,198,064 — 12,696,994 — Exercise of options, warrants and vested RSUs 1,519,391 1,613,346 2,881,901 2,321,382 End of period 246,951,093 228,765,221 246,951,093 228,765,221 Ownership Percentage NuScale Corp Class A common stock Beginning of period 36.0 % 30.8 % 33.2 % 30.6 % End of period 37.5 % 32.4 % 37.5 % 32.4 % NuScale LLC Class B Units (NCI) Beginning of period 64.0 % 69.2 % 66.8 % 69.4 % End of period 62.5 % 67.6 % 62.5 % 67.6 % 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. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carries 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 June 30, As of and for the Six Months Ended June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Net loss attributable to Class A common stockholders $ (27,617) $ (9,523) $ (44,189) $ (20,485) Weighted-average shares for basic and diluted loss per share 89,553,679 72,125,375 84,569,371 70,913,646 Basic and Diluted loss per share of Class A common stock $ (0.31) $ (0.13) $ (0.52) $ (0.29) Anti-dilutive securities excluded from shares outstanding: Shares of Class B common stock 154,464,735 154,720,015 154,464,735 154,720,015 Stock options 9,884,004 10,413,895 9,884,004 10,413,895 Warrants 18,458,701 18,458,701 18,458,701 18,458,701 Time-based RSUs 5,975,343 3,301,761 5,975,343 3,301,761 Total 188,782,783 186,894,372 188,782,783 186,894,372 During the three and six months ended June 30, 2024, the Company issued and sold shares of Class A common stock in the amount of 4,198,064 and 12,696,994, respectively, at a weighted average price of $7.58 and $5.87 per share, respectively. During the three months ended June 30, 2024, the ATM Program generated gross and net proceeds of $31,821 and $31,025, respectively, while for the six months ended June 30, 2024 the ATM Program generated gross and net proceeds of $74,502 and $72,639, respectively. As of June 30, 2024, we have 5,565,628 shares of Class A common stock authorized and available under the ATM Program at an aggregate sales price of up to $65,142. Subsequent to June 30, 2024, the Company issued and sold 1,420,391 shares of Class A common stock under the ATM Program for the gross and net proceeds of $18,858 and $18,386, respectively. |