Noncontrolling Interests and Loss Per Share

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest And Loss Per Share [Abstract]

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 and six months ended June 30, 2023:


	As of and for the three months ended June 30, 2023		As of and for the six months ended June 30, 2023

NuScale Corp Class A common stock
Beginning of period	70,061,055		69,353,019
Conversion of combined interests into Class A common stock	2,370,805		2,370,805
Exercise of options and warrants and vested RSUs	1,613,346		2,321,382
End of period	74,045,206		74,045,206

NuScale LLC Class B Units (NCI)
Beginning of period	157,090,820		157,090,820
Conversion of combined interests into Class A common stock	(2,370,805)		(2,370,805)
End of period	154,720,015		154,720,015

Total
Beginning of period	227,151,875		226,443,839
Exercise of options and warrants and vested RSUs	1,613,346		2,321,382
End of period	228,765,221		228,765,221

Ownership Percentage

NuScale Corp Class A common stock
Beginning of period	30.8	%	30.6	%
End of period	32.4	%	32.4	%

NuScale LLC Class B Units (NCI)
Beginning of period	69.2	%	69.4	%
End of period	67.6	%	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

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 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 and six months ended June 30, 2023, 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, 2023		Six Months Ended June 30, 2023
Net loss attributable to Class A common stockholders	$	(9,523)	$	(20,485)
Weighted-average shares for basic and diluted loss per share	72,125,375		70,913,646
Basic and Diluted loss per share of Class A common stock	$	(0.13)	$	(0.29)
Anti-dilutive securities excluded from shares outstanding:
Class B common shares	154,720,015		154,720,015
Stock options	10,413,895		10,413,895
Warrants	18,458,701		18,458,701
Time-based RSUs	3,301,761		3,301,761
Total	186,894,372		186,894,372