NUSCALE POWER Corp
For the period ended Mar 31, 2025. Filed May 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
Condensed Consolidated Balance Sheet
| (in thousands, except share and per share amounts) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS · (Unaudited) | ||
| Current Assets | ||
| Cash and cash equivalents | $491,422 | $401,556 |
| Short-term investments | 30,000 | 40,000 |
| Restricted cash | 5,100 | 5,100 |
| Prepaid expenses | 3,553 | 3,377 |
| Accounts and other receivables, net | 13,338 | 21,104 |
| Total current assets | 543,413 | 471,137 |
| Property, plant and equipment, net | 2,284 | 2,421 |
| In-process research and development | 16,900 | 16,900 |
| Intangible assets, net | 660 | 704 |
| Goodwill | 8,255 | 8,255 |
| Long-lead material work in process | 44,987 | 43,388 |
| Other assets | 1,599 | 1,868 |
| Total Assets | $618,098 | $544,673 |
| LIABILITIES AND EQUITY | ||
| Current Liabilities | ||
| Accounts payable and accrued expenses | $47,609 | $47,947 |
| Accrued compensation | 5,605 | 7,330 |
| Long-lead material liability | 32,327 | 32,327 |
| Other accrued liabilities | 1,141 | 1,356 |
| Deferred revenue | 574 | 762 |
| Total current liabilities | 87,256 | 89,722 |
| Noncurrent liabilities | 1,008 | 1,650 |
| Deferred revenue | 348 | 181 |
| Total Liabilities | 88,612 | 91,553 |
| Stockholders’ Equity | ||
| Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 133,031,072 and 122,842,474 shares outstanding as of March 31, 2025 and December 31, 2024, respectively | 13 | 12 |
| Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 151,006,371 and 154,254,663 shares outstanding as of March 31, 2025 and December 31, 2024, respectively | 15 | 15 |
| Additional paid-in capital | 1,095,062 | 995,745 |
| Accumulated deficit | (391,082) | (377,077) |
| Total Stockholders’ Equity Excluding Noncontrolling Interests | 704,008 | 618,695 |
| Noncontrolling interests | (174,522) | (165,575) |
| Total Stockholders' Equity | 529,486 | 453,120 |
| Total Liabilities and Stockholders' Equity | $618,098 | $544,673 |
Condensed Consolidated Statements of Operations
(Unaudited)
| (in thousands, except share and per share amounts) | Three Months Ended March 31, | |
|---|---|---|
| 2025 | 2024 | |
| Revenue | $13,375 | $1,379 |
| Cost of sales | (6,373) | (735) |
| Gross Margin | 7,002 | 644 |
| Research and development expenses | 9,131 | 13,155 |
| General and administrative expenses | 23,264 | 19,359 |
| Other expenses | 9,934 | 12,103 |
| Loss From Operations | (35,327) | (43,973) |
| Sponsored cost share | 63 | 3,396 |
| Change in fair value of warrant liabilities | — | (9,045) |
| Interest income | 5,211 | 1,542 |
| Loss Before Income Taxes | (30,053) | (48,080) |
| Foreign income taxes | 342 | — |
| Net Loss | (30,395) | (48,080) |
| Net loss attributable to noncontrolling interests | (16,390) | (31,508) |
| Net Loss Attributable to Class A Common Stockholders | $(14,005) | $(16,572) |
| Loss per Share of Class A Common Stock: | ||
| Basic and Diluted | $(0.11) | $(0.21) |
| Weighted-Average Shares of Class A Common Stock Outstanding: | ||
| Basic and Diluted | 127,718,255 | 79,585,062 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity
| (in thousands) | Common Stock | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | |||||||||||||||
| Shares · Amount · Shares · Amount | |||||||||||||||
| Balances at December 31, 2024 | 122,842 | $12 | 154,255 | $15 | $995,745 | $(377,077) | $(165,575) | $453,120 | |||||||
| Equity-based compensation expense | — | — | — | 4,458 | 4,458 | ||||||||||
| Exercise of common share options and vested RSUs | 2,392 | — | — | — | 2,962 | 2,962 | |||||||||
| Issuance of Class A common stock | 4,549 | 1 | — | — | 99,756 | 99,757 | |||||||||
| Conversion of combined interests for Class A common stock | 3,248 | — | (3,248) | — | — | ||||||||||
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | — | — | — | — | (7,859) | 7,859 | — | ||||||||
| Foreign income tax accrual to noncontrolling interests | (416) | (416) | |||||||||||||
| Net loss | — | — | — | — | — | (14,005) | (16,390) | (30,395) | |||||||
| Balances at March 31, 2025 (Unaudited) | 133,031 | $13 | 151,007 | $15 | $1,095,062 | $(391,082) | $(174,522) | $529,486 | |||||||
| (in thousands) | Common Stock | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | |||||||||||||||
| Shares · Amount · Shares · Amount | |||||||||||||||
| Balances at December 31, 2023 | 76,895 | $8 | 154,477 | $15 | $333,888 | $(240,454) | $35,881 | $129,338 | |||||||
| Equity-based compensation expense | — | — | — | — | 2,218 | — | — | 2,218 | |||||||
| Exercise of common share options and vested RSUs | 1,692 | — | — | — | 3,600 | — | — | 3,600 | |||||||
| Issuance of Class A common stock | 8,169 | 1 | — | — | 41,614 | — | — | $41,615 | |||||||
| Conversion of combined interests for Class A common stock | 4 | — | (4) | — | — | — | — | — | |||||||
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | — | — | — | — | 748 | — | (748) | — | |||||||
| Net loss | — | — | — | — | (16,572) | (31,508) | (48,080) | ||||||||
| Balances at March 31, 2024 (Unaudited) | 86,760 | $9 | 154,473 | $15 | $382,068 | $(257,026) | $3,625 | $128,691 | |||||||
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| (in thousands) | ||
|---|---|---|
| Three Months Ended March 31, | ||
| 2025 | 2024 | |
| OPERATING CASH FLOW | ||
| Net Loss | $(30,395) | $(48,080) |
| Adjustments to reconcile net loss to operating cash flow: | ||
| Depreciation | 269 | 490 |
| Amortization of intangibles | 44 | 44 |
| Equity-based compensation expense | 4,458 | 2,218 |
| Impairment of intangible asset | — | 71 |
| Loss on disposal of plant property and equipment | — | 73 |
| Change in fair value of warrant liabilities | — | 9,045 |
| Other Changes in assets and liabilities: | ||
| Prepaid expenses and other assets | (229) | 4,721 |
| Accounts and other receivables | 7,766 | 5,024 |
| Long-term contract work in process | (1,609) | (3,956) |
| Accounts payable and accrued expenses | (1,292) | 1,343 |
| Net change in right of use assets and lease liabilities | (52) | (488) |
| Deferred revenue | (22) | (861) |
| Accrued compensation | (1,724) | (3,133) |
| Net Cash Used in Operating Activities | (22,786) | (33,489) |
| INVESTING CASH FLOW | ||
| Sale of short-term investments | 20,000 | — |
| Purchase of short-term investments | (10,000) | — |
| Purchases of property, plant and equipment | (67) | — |
| Net Cash Provided by Investing Activities | 9,933 | — |
| FINANCING CASH FLOW | ||
| Proceeds from the issuance of common stock, net of issuance fees | 99,757 | 41,614 |
| Proceeds from exercise of common share options | 2,962 | 3,600 |
| Net Cash Provided by Financing Activities | 102,719 | 45,214 |
| Net Change in Cash, Cash Equivalents and Restricted Cash | 89,866 | 11,725 |
| Cash, cash equivalents and restricted cash: | ||
| Beginning of period | 406,656 | 125,365 |
| End of period | $496,522 | $137,090 |
| Summary of Noncash Investing and Financing Activities: | ||
| Accrued foreign income tax withholding to noncontrolling interests | $416 | $— |
| Plant, property and equipment in accounts payable | 65 | — |
| Supplemental disclosures of cash flow information: | ||
| Foreign income taxes paid | $1,600 | $— |
- Nature of Business
Organization
NuScale Power Corporation (“NuScale”, the “Company”, “us”, “we” or “our”) is incorporated under the laws of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity, and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in Oregon in 2011.
Operations
The Company is commercializing a modular, scalable electric Light Water Reactor nuclear power plant with 77 megawatt (gross) NPMs, using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The following represents key milestones in the development of this technology:
December 2016: Design Certification Application (“DCA”) completed;
January 2017: DCA submitted to the NRC;
March 2017: DCA accepted for review by the NRC;
August 2020: NRC issued the Final Safety Evaluation Report ("FSER"); and
July 2023: SDA Application and associated licensing topical reports accepted for formal review by the NRC.
The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval of our SMR design will be received by July 2025.
The Company has partnered with ENTRA1, who acts as NuScale’s exclusive global strategic partner for the commercialization and development of power plants utilizing NPMs.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure funding to sustain operations until our SDA applications are approved by the NRC, we reach commercialization and secure customers.
The majority of the Company’s operations and long-lived assets were attributable to operations in the United States other than the long-lead material work in process being manufactured in South Korea during the 2025 and 2024 fiscal years.
On January 5, 2024, NuScale announced a plan to reduce the Company’s workforce by 154 full time employees, or 28%, in order to continue our transition from an R&D-based company to a commercial company. This resulted in a one-time charge of $3,236 during the three months ended March 31, 2024, and is included in Other expenses on the condensed consolidated income statement.
- 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 GAAP, and therefore should be read in conjunction with our 2024 Annual Report on Form 10-K. 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 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 certain prepaid assets and accounts payable and accrued expenses. All significant intercompany transactions have been eliminated upon consolidation.
Cash, Cash Equivalents, Short-Term Investments and Restricted Cash
Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Our cash equivalents consist of money market funds denominated in U.S. dollars, certificates of deposit and United States treasury bills (“Treasury Bills”) acquired with less than three months to maturity. Therefore the fair value of our cash and cash equivalents would not be significantly affected by either an increase or a decrease in interest rates.
Our Short-term investments have an initial maturity of between three and twelve months at time of purchase and consist of certificates of deposit that are classified as held-to-maturity and carried at amortized cost, with the estimated fair value approximating its amortized cost. The Treasury Bills have ratings of Aaa as of March 31, 2025 and remaining terms of less than two months. The Treasury Bills are classified as held-to-maturity and carried at amortized cost, as the Company has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills is adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Company’s condensed consolidated statement of operations.
Cash in the amount of $5,100 is restricted as collateral for the letter of credit associated with the Release Agreement with CFPP LLC at March 31, 2025 and December 31, 2024, and is identified as Restricted cash in the condensed consolidated balance sheet. The restricted cash balance plus cash and cash equivalents on the condensed consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the condensed consolidated statements of cash flows.
Revenue Recognition
In addition to advancing the commercialization of its SMR, the Company provides engineering and licensing services, while also charging licensing fees to customers.
The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. For performance obligations satisfied at a point in time, we recognize revenue when delivery of the promised good has occurred or the service has been rendered. For performance obligations satisfied over time we use the cost to cost input method to estimate the amount to recognize. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under Accounts and other receivables on the condensed consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under Deferred revenue.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on our condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on our condensed consolidated financial statements.
- 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 March 31, | ||
|---|---|---|
| Noncontrolling Interests | 2025 | 2024 |
| NuScale Corp Class A common stock | ||
| Beginning of period | 122,842,474 | 76,895,166 |
| Conversion of combined interests for Class A common stock | 3,248,292 | 3,637 |
| Issuance of Class A common stock | 4,548,127 | 8,498,930 |
| Exercise of options, warrants and vested RSUs | 2,392,179 | 1,362,510 |
| End of period | 133,031,072 | 86,760,243 |
| NuScale LLC Class B Units (NCI) | ||
| Beginning of period | 154,254,663 | 154,477,032 |
| Conversion of combined interests for Class A common stock | (3,248,292) | (3,637) |
| End of period | 151,006,371 | 154,473,395 |
| Total | ||
| Beginning of period | 277,097,137 | 231,372,198 |
| Issuance of Class A common stock | 4,548,127 | 8,498,930 |
| Exercise of options, warrants and vested RSUs | 2,392,179 | 1,362,510 |
| End of period | 284,037,443 | 241,233,638 |
The ownership percentages of the controlling and noncontrolling interests are as follows:
| As of and for the Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| NuScale Corp Class A common stock | ||
| Beginning of period | 44.3% | 33.2% |
| End of period | 46.8% | 36.0% |
| NuScale LLC Class B Units (NCI) | ||
| Beginning of period | 55.7% | 66.8% |
| End of period | 53.2% | 64.0% |
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. 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 castone 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 March 31, | ||
|---|---|---|
| (in thousands, except share and per share amounts) | 2025 | 2024 |
| Net loss attributable to Class A common stockholders | $(14,005) | $(16,572) |
| Weighted-average shares for basic and diluted loss per share | 127,718,255 | 79,585,062 |
| Basic and Diluted loss per share of Class A common stock | $(0.11) | $(0.21) |
| Anti-dilutive securities excluded from shares outstanding: | ||
| Shares of Class B common stock | 151,006,371 | 154,473,395 |
| Stock options | 5,552,120 | 11,225,023 |
| Warrants | — | 18,458,701 |
| Time-based RSUs | 4,875,801 | 6,721,231 |
| Total | 161,434,292 | 190,878,350 |
On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $200,000 (“ATM Program”). During the three months ended March 31, 2025, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102,416 and $99,757, respectively, with a weighted average price of $22.68 per share. As of March 31, 2025, we have 17,187,349 shares of Class A common stock, at an aggregate sales price up to $26,422, eligible for sale under the ATM Program.
Previous to the current ATM Program, the Company utilized a similar agreement under which the Company offered and sold shares of the Company’s Class A common stock. During the three months ended March 31, 2024, the previous ATM generated gross and net proceeds of $42,681 and $41,614, respectively, selling 8,498,930 shares of Class A common stock, with a weighted average price of $5.02 per share.
- 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 and accrued expenses, approximates fair value due to their short maturities. The Treasury Bills are classified as Level 2 as they are considered
“off the run” because similar treasury bills with the same maturity were issued more recently and therefore the Treasury Bills the Company is holding are not considered as liquid as other more recent treasury bills with the same maturity date.
The following table represents the Company’s financial assets measured at fair value on a recurring basis at March 31, 2025, while no such cash equivalents were held at December 31, 2024:
| (in thousands) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Cash Equivalents: | ||||
| Treasury Bills | $— | $120,001 | $— | $120,001 |
| Money market accounts | 247 | — | — | 247 |
| Total as of March 31, 2025 | $247 | $120,001 | $— | $120,248 |
The following table summarizes the carrying values of the Company’s financial instruments at March 31, 2025, while no such cash equivalents were held at December 31, 2024:
| (in thousands) | Amortized Cost Basis | Fair Value |
|---|---|---|
| Cash Equivalents: | ||
| Treasury Bills | $120,001 | $120,001 |
| Money market accounts | 247 | 247 |
| Total as of March 31, 2025 | $120,248 | $120,248 |
- Accounts and Other Receivables
Accounts and other receivables, net include reimbursement requests outstanding from the cost share awards, interest receivable and commercial accounts receivable. The cost share reimbursement requests are recognized as eligible costs are incurred. Reimbursement under the awards is recognized as award funds are obligated, and are included in Sponsored cost share in the condensed consolidated statement of operations. Interest receivable of $1,736 and $1,398 was outstanding at March 31, 2025 and December 31, 2024, respectively.
Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating customer-specific conditions, including adverse situations that may affect a customer’s ability to pay, as well as both microeconomic and macroeconomic factors.
As of December 31, 2024, the Company had an allowance for credit losses of $1,000, with no change to this allowance during the three months ended March 31, 2025.
- Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Furniture and fixtures | $27 | $27 |
| Office and computer equipment | 5,050 | 5,050 |
| Software | 11,855 | 11,855 |
| Operations equipment | 1,165 | 1,165 |
| Leasehold improvements | 2,189 | 2,189 |
| 20,286 | 20,286 | |
| Less: Accumulated depreciation | (18,178) | (17,909) |
| Add: Assets under development | 176 | 44 |
| Net property, plant and equipment | $2,284 | $2,421 |
Depreciation of property, plant and equipment for the three months ended March 31, 2025 and 2024 was $269 and $490, respectively. Of these amounts, $61 and $208 is included in G&A expenses and Other expense, respectively, for the 2025 fiscal year and $94 and $396, respectively, for the 2024 fiscal year.
- Long-Lead Material Work In Process and Liability
As part of the LLM Agreement with CFPP LLC, the Company subcontracted for the purchase of certain long-lead materials (“LLM”) in the amount of $55,700, that were to be used in the fabrication of NPMs on behalf of CFPP LLC. This LLM Agreement has since been suspended, and wind down procedures have begun, with the ultimate disposition of the LLM to be negotiated between the Company, CFPP LLC and DOE. Upon final settlement of the LLM Agreement, and once DOE is compensated for its investment in the LLM (stemming from DOE’s funding under its cost share agreement with CFPP LLC), NuScale will obtain all rights and obligations of the LLM.
As a result of DOE’s investment in the LLM, as of March 31, 2025 and December 31, 2024, NuScale has included a Long-lead material liability on the accompanying condensed consolidated balance sheet in the amount of$32,327 for the estimated cost to gain 100% of the LLM, once completed. The LLM represents in-process inventory recorded at cost and is identified as Long-lead material work in process on the condensed consolidated balance sheet in the amount of$44,987 and $43,388 as of March 31, 2025 and December 31, 2024, respectively.
- Segment Information
The Company presently operates inone business segment, the commercialization of a modular, scalable electric Light Water Reactor nuclear power plant, with 77 megawatt (gross) NPMs. In the future the Company also plans to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant. However, at the Company’s current stage, all significant revenue generated to date arises from engineering and licensing fees and services provided to potential customers, with the end goal of selling NPMs.
The Company has determined that its Chief Executive Officer (“CEO”), Chief Commercial Officer (“CCO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODM”). During the three months ended March 31, 2025 and 2024, these individuals made decisions on resource allocation, assessed performance of the business and monitored budget versus actual results using Net loss, which is provided in the accompanying condensed consolidated statements of operations. These measures are used to allocate resources for business activities on a consolidated basis as the Company operates inone reportable segment. The Company does not use a measure of segment assets in its decision making. When evaluating how to allocate resources, CODMs primarily focus on salaries and wages, which are the significant expenses within Loss from operations and Net loss. Salaries and wages totaled $17,703 and $17,031 for the three months ended March 31, 2025 and 2024, respectively, and are included in all three of the Company’s operating expense line items on the condensed consolidated statements of operations.
- Revenue
The following table presents our revenue disaggregated into categories based on the nature of such revenues:
| For the Three Months Ended March 31, | ||
|---|---|---|
| Revenue Categories | 2025 | 2024 |
| Power Plant and NPM related services | $12,969 | $1,226 |
| Energy Exploration Centers | 372 | 113 |
| Other | 34 | 40 |
| Total | $13,375 | $1,379 |
- Employee Benefits
The 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 $660 and $613 for the three months ended March 31, 2025 and 2024, respectively.
- 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 March 31, 2025 and 2024. The effective income tax rate for the three months ended March 31, 2025 differed significantly from the statutory rates, primarily due to the losses allocated to the NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.
During the three months ended March 31, 2025 and 2024, the Company incurredno domestic income tax, but did incur $342 in foreign withholding tax expense in the country of Romania during the three months ended March 31, 2025.
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 March 31, 2025, 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
The total compensation expense recognized for common share options and time-based RSU awards during the three months ended March 31, 2025 and 2024 was $4,458 and $2,218, respectively. For the three months ended March 31, 2025, equity-based compensation of $1,967 was included in G&A expense and $2,491 was included in Other expense, compared to $1,447 and $771, respectively, over the same period in the prior year.
Stock Options
While no employee share options were awarded during the three months ended March 31, 2025, during the same period in the prior year, the Board approved 2,909,375 employee share option awards, with an aggregate fair value of $6,401, that vest one-third annually from the grant date, for a period ofthree years.
The Company measures the fair value of each share option grant at the date of grant using a Black-Scholes option pricing model.
Time-based RSUs
On February 28, 2025, the Board approved 1,611,357 employee time-based RSU awards, of which 1,536,603 RSUs were granted during the three months ended March 31, 2025, for an aggregate value of $26,499, while during the same period in the prior year,4,598,635 RSUs with an aggregate value of $14,716 were granted to employees. Both awards vest one-third annually from the grant date. During the three months ended March 31, 2025,1,577,040 RSUs vested with Class A common shares issued.
- Related Party Transactions
From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or the Company perform services for one another. For the three months ended March 31, 2025 and 2024, we incurred expenses of $5,697 and $247, respectively. No amounts were due to Fluor at March 31, 2025 or December 31, 2024.
For the three months ended March 31, 2025, we earned revenue of $7,269 from Fluor, while earningno such revenue during the same period in the prior year. At March 31, 2025 and December 31, 2024, Fluor owed the Company $340 and $3,655, respectively, which are included in Accounts and other receivables, net on the condensed consolidated balance sheet.
For the three months ended March 31, 2025, Fluor accounted for 54% of total revenue.
- 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. Other than as disclosed immediately below, the Company does not believe that any legal claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.
On September 19, 2022, thirteen purported members and/or option holders of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC. The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims. The claims in the complaint are based on amendments to the operating agreement of NuScale LLC in connection with NuScale LLC’s combination with Spring Valley Acquisition Corp. On November 21, 2022, NuScale LLC, along with the other defendants, filed motions to dismiss. Plaintiffs filed a response on January 17, 2023, and NuScale LLC and the other defendants filed a reply on February 14, 2023. A hearing on the motions to dismiss was held on May 17, 2023. On August 3, 2023, the Magistrate Judge issued a report and recommendation that recommended that NuScale LLC’s motion to dismiss be denied. On August 17, 2023, NuScale LLC filed an objection to this report and recommendation. On November 13, 2023, the District Court Judge entered an order accepting the report and recommendation. On December 8, 2023, plaintiffs filed a motion for leave to amend their complaint, and on June 23, 2024, the Court denied this motion. On February 13, 2025, the parties resolved the lawsuit and the complaint has been dismissed with prejudice.
Multiple shareholder class action lawsuits were filed in the U.S. District Court for the District of Oregon against the Company and certain of its current or former officers, namely John Hopkins, Chris Colbert, Robert Hamady and Clayton Scott: (1)Sigman v. NuScale Power Corp., et al. (Case No. 23-1689, filed November 15, 2023), and (2)
Ryckewaert v. NuScale Power Corp., et al. (Case No. 23-1956, filed December 26, 2023). These lawsuits assert virtually identical allegations and claims and were consolidated before the same judge on February 2, 2024. The lawsuits assert claims under the federal securities laws and allege that the Company and members of management made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects, and specifically about certain of the Company’s agreements with customers. The Court appointed a lead plaintiff and lead counsel, and plaintiffs filed an amended complaint on April 18, 2024 that makes similar allegations as the original complaints. Defendants’ filed a motion to dismiss on June 17, 2024, and plaintiff filed a brief in opposition on August 1, 2024. Shortly thereafter, plaintiffs indicated they intended to seek leave to file a Second Amended Complaint to add allegations relating to the Company’s disclosure about the SEC inquiry disclosed in this Quarterly Report on Form 10-Q under Part II – Other Information, Item 1. Legal Proceedings. Defendants consented to plaintiffs’ request to amend, with the express caveat that defendants believed the proposed amendment to be futile and defendants would move to dismiss any Second Amended Complaint, including any new allegations. On September 20, 2024, plaintiffs filed the Second Amended Complaint, and on November 1, 2024, defendants moved to dismiss. Plaintiffs’ responded to Defendants’ motion to dismiss on December 17, 2024, and Defendants’ filed a reply in support of their motion to dismiss on January 24, 2025. The motion is now pending and awaiting a decision. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe it is probable that a loss will be incurred and the Company has not recorded any liability as a result of these actions.
On December 10, 2024, a purported class action lawsuit titled Tucker v. NuScale Power Corporation, et al., Case No. 2024-1272-NAC (Del. Ch. Ct.) was filed in the Court of Chancery of the State of Delaware. The lawsuit names the Company, eight current board members andone former board member as defendants. The lawsuit broadly alleges that the Company’s corporate opportunity waiver provision contained in the Company’s Certificate of Incorporation is overbroad and impermissibly waives certain fiduciary duties in contradiction to state statutory law. The named plaintiff seeks injunctive and declaratory relief, certification as class representative, and costs, fees and damages for a to-be certified class of plaintiffs. The Board determined that it was in the Company’s best interest to seek an early negotiated resolution of the lawsuit without admitting liability, and before incurring significant litigation costs. The plaintiff voluntarily dismissed the lawsuit in exchange for the Company submitting revised corporate opportunity waiver language for a stockholder vote with the recommendation that such proposal be adopted by the stockholders. The parties must still resolve the issue of an appropriate fee for the court to award the plaintiff.
As previously disclosed, in December 2023, the Company received a voluntary request from the SEC’s Denver Regional Office for information relating to its employment, severance, and confidentiality agreements. The Company responded to the SEC and on March 13, 2025, the SEC staff sent a letter to the Company stating that the SEC staff had concluded its investigation as to the Company and that based on the information to date, the SEC staff did not intend to recommend an enforcement action against the Company.
In connection with DOE and UAMPS Award 8935, DOE designated NuScale as a subrecipient to UAMPS for the production of NPM 1, while classifying NuScale as a contractor or subcontractor for NPMs 2-12. As part of DOE’s classification of NuScale as a contractor or subcontractor for NPMs 2-12, DOE noted that should NuScale fail to initiate commercial operation of NPM 1, DOE has the right to demand repayment of the fees invoiced for NPMs 2-12. We have established a LLM liability on the consolidated balance sheet associated with this right in the amount of $32,327.
On December 20, 2024, NuScale entered into a purchase commitment for additional material to support the development of future NPMs in the amount of $69,289. Under this commitment, the Company will pay $24,251 during the 2025 fiscal year, $34,645 during the 2026 fiscal year and $10,393 during the 2027 fiscal year.
Effective January 1, 2025, the Company entered into sales and marketing agreements in the amount of $34,800 for services to be performed ratably over the 2025 fiscal year. As of March 31, 2025, $26,100 is still committed.
From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7,346.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.